FITLIFE BRANDS, INC. (FTLF)

CIK: 0001374328. SIC: 2833 Medicinal Chemicals & Botanical Products. Latest 10-K as of: 2026-03-31.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2833 Medicinal Chemicals & Botanical Products

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1374328. Latest filing source: 0001437749-26-010680.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-03-31. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001374328.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-14. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001374328.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001437749-26-016875.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-05-14. Report date: 2026-03-31.

ITEM 2. 

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q (this "Quarterly Report"). This discussion and analysis may contain forward-looking statements based on assumptions about our future business. Unless otherwise stated, all dollar amounts are in thousands, except per share data.

Overview

FitLife Brands, Inc. (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, the “NDS Products”); (ii) iSatori, BioGenetic Laboratories, and Energize (together, the "iSatori Products"); (iii) Dr. Tobias, All Natural Advice, and Maritime Naturals (together, the “MRC Products"); (iv) MusclePharm; and (v) Irwin Naturals, Applied Nutrition, and Nature’s Secret (together, the “Irwin Products”).

The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc. (“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.com (“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. For more information on the Company, please go to www.fitlifebrands.com. The Company’s common stock, par value $0.01 per share (“Common Stock”), trades under the symbol “FTLF” on the Nasdaq Capital Market.

Recent Developments

Acquisition of Irwin Naturals

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 U.S. Bankruptcy Code. Total consideration for the acquisition was $42.5 million. Of this amount, $29.75 million was funded using proceeds from a new term loan provided by First-Citizens Bank & Trust Company (the “Bank”), $6.0 million was funded from a new $10.0 million revolving line of credit from the Bank, and the remainder was funded from the Company’s available cash balances.

Stock Split

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. The shares of Common Stock retain a par value of $0.01 per share. Accordingly, an amount equal to the par value of the additional shares issued in the stock split was reclassified from additional paid-in capital in excess of par value to Common Stock.

18

Results of Operations

Comparison of the three months ended March 31, 2026 to the three months ended March 31, 2025

Three months ended

March 31, 2026

March 31, 2025

Change ($)

Change (%)

(Unaudited)

Revenue

$

25,325

$

15,936

$

9,389

59

%

Cost of goods sold

15,808

9,062

6,746

74

%

Gross profit

9,517

6,874

2,643

38

%

Gross margin

37.6

%

43.1

%

(5.5

)%

Advertising and marketing

1,245

1,053

192

18

%

Selling. general and administrative (“SG&A”)

4,963

2,512

2,451

98

%

Merger and acquisition related

-

332

(332

)

n/m

Depreciation and amortization

248

19

229

n/m

Total operating expense

6,456

3,916

2,540

65

%

Operating income

3,061

2,958

103

3

%

Other expense, net

714

239

475

199

%

Provision for income tax

627

701

(74

)

(11

)%

Net income

$

1,720

$

2,018

$

(298

)

(15

)%

Revenue.  Revenue for the three months ended March 31, 2026 increased 59% to $25,325 compared to $15,936 for the three months ended March 31, 2025. The increase in revenue for the three months ended March 31, 2026 compared to the prior period is primarily due to the acquisition of Irwin, partially offset by declining revenue from Legacy FitLife, as discussed below. The Irwin assets were acquired on August 8, 2025.

Legacy FitLife revenue for the three months ended March 31, 2026 was $12,476, a 22% decrease compared to the previous year, driven by an 18% decline in online revenue primarily attributable to MRC as well as a 28% decrease in wholesale revenue attributable to lower sales to certain retail partners, primarily GNC.

Wholesale revenue during the quarter ended March 31, 2026 was approximately 56% of net revenue, compared to 44% for online channels for the same period.  Wholesale revenue during the quarter ended March 31, 2025 was 33% of net revenue compared to 67% for online channels during the same period. The decline in the percentage of revenue coming from online sales is primarily due to the acquisition of Irwin, which had minimal online revenue at the time of the acquisition.

Sales to customers in the U.S. were approximately 95% and 96% during the quarters ended March 31, 2026 and 2025, respectively, with the balance of sales to customers primarily in Canada.

Cost of Goods Sold.  Cost of goods sold for the three months ended March 31, 2026 increased to $15,808 as compared to $9,062 for the three months ended March 31, 2025. This 74% increase is primarily due to the increase in revenue from the acquisition of Irwin.

Gross Profit.  Gross profit for the three months ended March 31, 2026 increased to $9,517 as compared to $6,874 for the three months ended March 31, 2025. This 38% increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife.

Gross Margin. Gross margin for the three months ended March 31, 2026 decreased to 37.6% from 43.1% for the comparable prior period. The decrease in gross margin is primarily attributable to the acquisition of Irwin, which has historically generated a lower gross margin than FitLife. 

Advertising and Marketing. Advertising and marketing expense for the three months ended March 31, 2026 increased to $1,245 as compared to $1,053 for the same period of the prior year. The 18% increase is primarily the result of advertising and marketing expense attributable to Irwin, partially offset by lower advertising and marketing expense attrinutable to Legacy FitLife.

SG&A. SG&A expense for the three months ended March 31, 2026 increased 98% to $4,963 as compared to $2,512 for the three months ended March 31, 2025. The 98% increase in SG&A is primarily due to the acquisition of Irwin.

Merger and Acquisition Related. Merger and acquisition related expense decreased by $332 during the quarter ended March 31, 2026 compared to $332 for the same period in 2025, driven by non-recurring transaction costs related to the Irwin acquisition during 2025.

Net Income.  We generated net income of $1,720 for the three months ended March 31, 2026 as compared to net income of $2,018 for the three months ended March 31, 2025. The decrease in net income for the three months ended March 31, 2026 compared to the same period in 2025 was primarily attributable to an increase in SG&A due to the Irwin acquisition as well as lower gross profit attributable to Legacy FitLife. 

19

Supplemental Discussion of Performance of Acquired Brands

One of the primary metrics used by management to evaluate the performance of the Company’s brands is contribution, a non-GAAP financial measure which management defines as gross profit less advertising and marketing expenditures. Other companies may also report contribution as a performance metric, but their definition or calculation of contribution may differ from the Company’s. Management believes that contribution, as defined by the Company, is a particularly relevant performance metric since it incorporates the gross profit associated with a specific brand or collection of brands as well as the advertising and marketing expense associated with the same brand or brands. With limited exceptions, other operating expense incurred by the Company is generally not allocable to a specific brand or collection of brands.  Management intends to provide this level of disclosure for approximately two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results. 

Other than for Irwin Products, the numbers in the contribution tables presented below represent the performance of a collection of brands. Legacy FitLife consists of thirteen brands. These collections of brands do not meet the definition of operating segments and are not managed as such.

Legacy FitLife

(Unaudited)

2025

2026

Q1

Q2

Q3

Q4

Q1

Wholesale revenue

$

5,306

$

5,696

$

6,686

$

4,238

$

3,798

Online revenue

10,630

10,431

9,978

9,028

8,678

Total revenue

15,936

16,127

16,664

13,266

12,476

Gross profit

6,874

6,904

6,542

5,395

5,143

Gross margin

43.1

%

42.8

%

39.3

%

40.7

%

41.2

%

Advertising and marketing

1,053

1,191

1,285

1,077

887

Contribution

$

5,821

$

5,713

$

5,257

$

4,318

$

4,256

Contribution as a % of revenue

36.5

%

35.4

%

31.5

%

32.5

%

34.1

%

For the first quarter of 2026, revenue for Legacy FitLife (which now includes MusclePharm as well as MRC) declined 22% compared to the same period last year due to declines in both online and wholesale revenue.

Online revenue decreased by 18% compared to the first quarter of last year, primarily driven by lower online sales from MRC. Wholesale revenue decreased 28% compared to the first quarter of last year attributable to lower sales to certain retail partners, primarily GNC.

Gross margin for Legacy FitLife decreased to 41.2% during the first quarter of 2026, compared to 43.1% during the first quarter of last year. Contribution as a percentage of revenue decreased to 34.1% compared to 36.5% during the first quarter of last year.

Irwin Naturals

(Unaudited)

2025

2026

Q3

Q4

Q1

Wholesale revenue

$

6,510

$

11,216

$

10,295

Online revenue

311

1,428

2,554

Total revenue

6,821

12,644

12,849

Gross profit

2,194

3,544

4,374

Gross margin

32.2

%

28.0

%

34.0

%

Advertising and marketing

72

182

358

Contribution

$

2,122

$

3,362

$

4,016

Contribution as a % of revenue

31.1

%

26.6

%

31.3

%

During the quarter, Irwin generated 80% of its revenue from the wholesale channel and 20% from online sales. 

20

Online revenue during the quarter represents transactions through Irwin’s websites as well as through Amazon and other e-commerce platforms.  The Company began selling Irwin products on Amazon in mid-October of 2025, and sales have continued to increase since launch in October to an annual run rate of approximately $9.5 million of revenue by the end of the first quarter of 2026.

Total revenue for Irwin increased approximately 2% in the first quarter of 2026 compared to the fourth quarter of 2025. Irwin generated gross margin of 34.0% and contribution as a percentage of revenue of 31.3% during the first quarter of 2026. 

FitLife Consolidated

(Unaudited)

2025

2026

Q1

Q2

Q3

Q4

Q1

Wholesale revenue

$

5,306

$

5,696

$

13,196

$

15,454

$

14,093

Online revenue

10,630

10.431

10,289

10,456

11,232

Total revenue

15,936

16,127

23,485

25,910

25,325

Gross profit

6,874

6,904

8,736

8,939

9,517

Gross margin

43.1

%

42.8

%

37.2

%

34.5

%

37.6

%

Advertising and marketing

1,053

1,191

1,357

1,259

1,245

Contribution

$

5,821

$

5,713

$

7,379

$

7,680

$

8,272

Contribution as a % of revenue

36.5

%

35

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-03-31. Report date: 2025-12-31.

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OR PLAN OF OPERATION

The following is management’s discussion and analysis of certain significant factors that have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes”, “anticipates”, “may”, “will”, “should”, “expect”, “intend”, “estimate”, “continue”, and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this Annual Report or other reports or documents we file with the Securities and Exchange Commission from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be placed on these forward-looking statements, which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this Annual Report. Unless otherwise stated, all dollar amounts are in thousands, except per share data.

18

Critical Accounting Policies

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Accounts Receivable and Allowance for Doubtful Accounts

All of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped into categories by the number of days the balance is past due, and the estimated loss is recorded based upon management’s assessment of collectability. Account balances are charged off against the allowance when it is probable that the receivable will not be recovered.

As of December 31, 2025 and 2024, the Company had provided a reserve for doubtful accounts of $9 and $41, respectively.

Income Taxes

The Company accounts for income taxes under FASB Accounting Standards Codification (“ASC”) Topic 740, Income Taxes (“ASC 740”). Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets of the Company relate primarily to operating loss carryforwards for federal income tax purposes. The deferred tax liabilities of the Company relate primarily to intangible assets that are not deductible for tax purposes in the jurisdictions to which they relate.

The Company periodically evaluates its tax positions to determine whether it is more likely than not that such positions would be sustained upon examination by a tax authority for all open tax years, as defined by the statute of limitations, based on their technical merits. The Company accrues interest and penalties, if incurred, on unrecognized tax benefits as components of the income tax provision in the accompanying consolidated statements of income and comprehensive income. As of December 31, 2025 and 2024, the Company has not established a liability for uncertain tax positions.

Product Returns, Sales Incentives and Other Forms of Variable Consideration

In measuring revenue and determining the consideration the Company is entitled to as part of a contract with a customer, the Company takes into account the related elements of variable consideration. 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. For these types of arrangements, the adjustments to revenue are recorded at the later of when (i) the Company recognizes revenue for the transfer of the related products to the customers, or (ii) the Company pays, or promises to pay, the consideration.

With the exception of Irwin, we currently have a 30-day product return policy for direct-to-consumer sales, which allows for a 100% sales price refund for the return of unopened and undamaged products purchased from us online through one of our websites or e-commerce platforms. Irwin allows for returns within 60 days of purchase for direct-to-consumer sales. Product sold to certain wholesale customers may be returned from store shelves or the distribution center in the event product is damaged, short dated, expired or recalled.

19

GNC maintains a customer satisfaction program which allows customers to return product to the store for credit or refund. Subject to certain terms and restrictions, GNC may require reimbursement from vendors for unsaleable returned product through either direct payment or credit against a future invoice. We also support a product return policy for iSatori Products, whereby customers can return product for credit or refund. Product returns can and do occur from time to time and can be material.

For the sale of goods with a right of return, the Company estimates variable consideration using the most likely amount method and recognizes revenue for the consideration it expects to be entitled to when control of the related product is transferred to the customers and records a product returns liability for the amount it expects to credit back its customers. Under this method, certain forms of variable consideration are based on expected sell-through results, which requires subjective estimates. These estimates are supported by historical results as well as specific facts and circumstances related to the current period. The product returns liability includes estimates that directly impact reported revenue. These estimates are calculated based on a history of actual returns, estimated future returns and information provided by customers regarding their inventory levels. Consideration of these factors results in an estimate for anticipated sales returns that reflects increases or decreases related to seasonal fluctuations. In addition, as necessary, product returns liability may be established for significant future known or anticipated events. The types of known or anticipated events that are considered, and will continue to be considered, include, but are not limited to, changes in the retail environment and the Company's decision to continue to support new and existing products.

Information for product returns is received on a regular basis and adjusted for accordingly. Adjustments for returns are based on factual information and historical trends for Company products and are specific to each distribution channel. We monitor, among other things, remaining shelf life and sell-through data on a weekly basis. If we determine there are any risks or issues with any specific products, we accrue sales return allowances based on management’s assessment of the overall risk and likelihood of returns in light of all information available.

Total allowance for product returns, sales returns and incentive programs as of December 31, 2025 and 2024 amounted to $1,039 and $564, respectively.

Inventory

Inventory is stated at the lower of cost or net realizable value, with costs determined on a first-in, first-out (FIFO) basis. We regularly review our inventory quantities on hand and record a provision for excess and obsolete inventory based primarily on our estimated forecast of product demand and/or our ability to sell the product(s) concerned and production requirements. Demand for our products can fluctuate significantly. Factors that could affect demand for our products include unanticipated changes in consumer preferences, general market conditions or other factors, which may result in cancellations of advance orders or a reduction in the rate of reorders placed by customers. Additionally, our management’s estimates of future product demand may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory. 

Total allowance for expiring, excess and slow-moving inventory items as of December 31, 2025 and 2024 amounted to $247 and $100, respectively.

Goodwill

The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test.  The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not be recoverable. The Company first assesses qualitative factors to determine whether it is more-likely-than-not that the fair value of the reporting unit is less than the carrying amount as a basis for determining whether it is necessary to perform an impairment test. If the qualitative assessment warrants further analysis, the Company compares the fair value of the reporting unit to its carrying value. The fair value of the reporting unit is determined using the market approach.  The Company determines the amount of a potential goodwill impairment by comparing the fair value of the reporting unit with its carrying amount. To the extent the carrying value of a reporting unit exceeds its fair value, a goodwill impairment charge is recognized.

As the Company uses the market approach to determine fair value of the reporting unit, the price of its Common Stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods.

There were no impairment charges incurred during the year ended December 31, 2025.

Revenue Recognition

The Company’s revenue is comprised of sales of nutritional supplements and wellness products to consumers.

20

The Company accounts for revenue in accordance with FASB ASC 606. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Under ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products to our customers based on written sales terms. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products to a customer. 

All products sold by the Company are distinct individual products and consist of nutritional supplements and wellness products. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

The Company’s products are also sold on e-commerce platforms including Amazon.  For these transactions, the Company evaluated principal versus agent considerations to determine appropriateness of recording distribution and platform fees paid to third-party e-commerce companies as an expense or as a reduction of revenue. The Company records distribution and platform fees to cost of goods sold in the consolidated statements of income and comprehensive income. Distribution and platform fees are not recorded as a reduction of revenue because the Company: (1) owns the goods before they are transferred to the customer, (2) can direct Amazon, similar to other third-party logistics providers (“Logistic Providers”), to return the Company’s inventory to any location specified by the Company, (3) has the responsibility to make customers whole following any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk, (4) is subject to credit risk (i.e., credit card chargebacks), (5) establishes prices of its products, (6) can determine who fulfills the goods to the customer (Amazon or the Company) and (7) can limit quantities or stop selling the goods at any time. 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 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, for the year ended December 31, 2025 was approximately 51% of total revenue, compared to roughly 67% of total revenue during the same twelve-month period in 2024.

Sales to customers in the U.S. were approximately 95% for the years ended December 31, 2025 and 2024, with the balance of sales to customers primarily in Canada.

Control of products we sell transfers to customers upon shipment from our facilities or delivery to our customers, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than promised goods to the customer. Payments for sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers.

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. 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 most likely amount method to quantify the variable consideration. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

Stock-Based Compensation

The Company periodically issues restricted share units (“RSUs”), stock options and warrants to employees in non-capital raising transactions for services rendered. Such issuances vest and expire according to the terms established at the issuance date.

Stock-based payments to officers, directors and employees, which include grants of employee stock options, are recognized in the financial statements based on their grant date fair values in accordance with ASC 718, Compensation-Stock Compensation. Stock-based payments to officers, directors, and employees that are time vested are measured at the grant date fair value and compensation cost is recognized on a straight-line basis over the vesting period. The fair value of stock-based payments is estimated using the Black-Scholes option-pricing model or other applicable valuation model such as the Monte Carlo valuation pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life, and future dividends. The assumptions used could materially affect compensation expense recorded in future periods.

21

Recent Accounting Pronouncements

See Note 2 of the Notes to the Consolidated Financial Statements included in this Annual Report for a description of recent accounting pronouncements believed by management to have a material impact on our present or future financial statements.

Results of Operations

Years ended December 31,

2025

2024

$ Change

% Change

Revenue

$

81,458

$

64,469

$

16,989

26

%

Cost of goods sold

50,005

36,389

13,616

37

%

Gross profit

31,453

28,080

3,373

12

%

Gross margin percentage

38.6

%

43.6

%

(5.0

)%

Operating expense:

Advertising and marketing

4,860

4,626

234

5

%

Selling, general and administrative (“SG&A”)

14,036

9,972

4,064

41

%

Merger and acquisition related expense

2,075

255

1,820

714

%

Depreciation and amortization

420

108

312

289

%

Total operating expense

21,391

14,961

6,430

43

%

Operating income

10,062

13,119

(3,057

)

(23

)%

Other expense (income)

1,833

1,248

585

47

%

Provision for income tax

1,903

2,887

(984

)

(34

)%

Net income

$

6,326

$

8,984

$

(2,658

)

(30

)%

Fiscal Year Ended December 31, 2025 Compared to Fiscal Year Ended December 31, 2024

Revenue. Revenue for the year ended December 31, 2025 increased 26% to $81,458 as compared to $64,469 for the year ended December 31, 2024. The increased revenue for the year ended December 31, 2025 compared to the prior year is primarily due to the acquisition of Irwin, partially offset by declining revenue from MRC. The Irwin assets were acquired on August 8, 2025.

Legacy FitLife revenue for the year ended December 31, 2025 was $61,993, a 4% decrease compared to $64,469 for the year ended December 31, 2024, driven by a 7% decrease in online revenue, partially offset by a 2% increase in wholesale revenue (MRC and MusclePharm are now included in Legacy FitLife).

Online revenue during the year ended December 31, 2025 was approximately 51% of total revenue, compared to roughly 67% of total revenue during the same twelve-month period in 2024.  The decline in the percentage of revenue coming from online sales is due to the acquisition of Irwin, which had minimal online revenue at the time of the acquisition.

Sales to customers in the U.S. were approximately 95% for the year ended December 31, 2025 and 2024, with the balance of sales primarily to customers in Canada.

Cost of Goods Sold. Cost of goods sold for the year ended December 31, 2025 increased 37% to $50,005 as compared to $36,389 for the year ended December 31, 2024. The increase of $13,616 is primarily due to the increase in revenue from the acquisition of Irwin, which includes $1,045 from the amortization of the inventory step-up.

Gross Profit. Gross profit for the year ended December 31, 2025 increased to $31,453 as compared to $28,080 for the year ended December 31, 2024. This 12% increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife.

22

Gross Margin. Gross margin for the year ended December 31, 2025 decreased to 38.6% from 43.6% for the year ended December 31, 2024. The decrease in gross margin is primarily attributable to the acquisition of Irwin, which historically generated lower gross margin than FitLife.  Gross margin was also adversely affected by $1,045 of amortization of the inventory step-up, as well as continued MusclePharm promotional investment. Excluding the amortization of the inventory step-up, gross margin would have been 39.9% during the year ended December 31, 2025.

Advertising and Marketing. Advertising and marketing expense for the year ended December 31, 2025 increased to $4,860 as compared to $4,626 for the same period of the prior year. The 5% increase is primarily the result of advertising and marketing expense for Irwin.

SG&A. SG&A expense for the year ended December 31, 2025 increased by $4,064 to $14,036 as compared to $9,972 for the year ended December 31, 2024. The 41% increase in SG&A is primarily due to the acquisition of Irwin.

Merger and Acquisition Related Expense. Merger and acquisition related expense increased to $2,075 for the year ended December 31, 2025 compared to $255 for the same period of 2024, driven primarily by transaction costs related to the Irwin acquisition during 2025.

Net Income. We generated a net income of $6,326 for the year ended December 31, 2025, a 30% decrease compared to net income of $8,984 for the year ended December 31, 2024. The decrease in net income for the year ended December 31, 2025 compared to the same period in 2024 was primarily attributable to an increase in acquisition-related expense due to the Irwin acquisition as well as lower gross profit from certain Legacy FitLife brands. 

Supplemental Discussion of Performance of Acquired Brands

One of the primary metrics used by management to evaluate the performance of the Company’s brands is contribution, a non-GAAP financial measure which management defines as gross profit less advertising and marketing expenditures. Other companies may also report contribution as a performance metric, but their definition or calculation of contribution may differ from the Company’s. Management believes that contribution, as defined by the Company, is a particularly relevant performance metric since it incorporates the gross profit associated with a specific brand or collection of brands as well as the advertising and marketing expenditures associated with the same brand or brands. With limited exceptions, other operating expenses incurred by the Company are generally not allocable to a specific brand or collection of brands. Management intends to provide this level of disclosure for no more than two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results.

Other than for Irwin Products, the numbers in the contribution tables presented below represent the performance of a collection of brands. Legacy FitLife consists of thirteen brands. These collections of brands do not meet the definition of operating segments and are not managed as such.

Legacy FitLife

(Unaudited)

2024

2025

Q4

Q1

Q2

Q3

Q4

Wholesale revenue

$

4,939

$

5,306

$

5,696

$

6,686

$

4,238

Online revenue

10,074

10,630

10,431

9,978

9,028

Total revenue

15,013

15,936

16,127

16,664

13,266

Gross profit

6,212

6,874

6,904

6,542

5,395

Gross margin

41.4

%

43.1

%

42.8

%

39.3

%

40.7

%

Advertising and marketing

979

1,053

1,191

1,285

1,077

Contribution

$

5,233

$

5,821

$

5,713

$

5,257

$

4,318

Contribution as a % of revenue

34.9

%

36.5

%

35.4

%

31.5

%

32.5

%

For the fourth quarter of 2025, revenue for Legacy FitLife (which now includes MusclePharm as well as MRC) declined 12% compared to the same period last year due to declines in both online and wholesale revenue.

Online revenue decreased by 10% compared to the fourth quarter of 2024, primarily driven by lower online sales from MRC and MusclePharm, partially offset by higher online revenue from the other Legacy FitLife brands.  Wholesale revenue decreased 14% as compared to the fourth quarter of 2024.

23

Gross margin for Legacy FitLife decreased to 40.7% during the fourth quarter of 2025 compared to 41.4% during the fourth quarter of last year. Contribution as a percentage of revenue decreased to 32.5% compared to 34.9% during the fourth quarter of last year.

Irwin Naturals

(Unaudited)

2025

Q3

Q4

Wholesale revenue

$

6,510

$

11,216

Online revenue

311

1,428

Total revenue

6,821

12,644

Gross profit

2,194

3,544

Gross margin

32.2

%

28.0

%

Advertising and marketing

72

182

Contribution

$

2,122

$

3,362

Contribution as a % of revenue

31.1

%

26.6

%

The fourth quarter of 2025 is the first full quarter of Irwin’s operating results since the Company acquired Irwin in August 2025.  During the quarter, Irwin generated 89% of its revenue from the wholesale channel and 11% from online sales. 

Online revenue during the quarter represents transactions through Irwin’s websites as well as through Amazon and other e-commerce platforms.  The Company began selling Irwin products on Amazon in mid-October, and sales increased throughout the quarter to approximately $0.5 million in the month of December.

Normalizing for loss of the customers that occurred prior to the acquisition of Irwin by the Company, as well as for the results of Irwin’s CBD business, which the Company is in the process of exiting, total revenue for Irwin increased approximately 6% in the fourth quarter of 2025 compared to the fourth quarter of 2024.

Irwin generated gross margin of 28.0% and contribution as a percentage of revenue of 26.6% during the fourth quarter of 2025.  Excluding amortization of the inventory step-up, Irwin’s gross margin and contribution as a percentage of revenue would have been 33.2% and 31.8%, respectively. 

FitLife Consolidated

(Unaudited)

2024

2025

Q4

Q1

Q2

Q3

Q4

Wholesale revenue

$

4,939

$

5,306

$

5,696

$

13,196

$

15,454

Online revenue

10,074

10,630

10.431

10,289

10,456

Total revenue

15,013

15,936

16,127

23,485

25,910

Gross profit

6,212

6,874

6,904

8,736

8,939

Gross margin

41.4

%

43.1

%

42.8

%

37.2

%

34.5

%

Advertising and marketing

979

1,053

1,191

1,357

1,259

Contribution

$

5,233

$

5,821

$

5,713

$

7,379

$

7,680

Contribution as a % of revenue

34.9

%

36.5

%

35.4

%

31.4

%

29.6

%

For the fourth quarter of 2025 for the Company overall, revenue increased 73%, gross profit increased 44%, and contribution increased 47% compared to the fourth quarter of 2024.

Gross margin decreased to 34.5% during the fourth quarter of 2025 compared to 41.4% during the fourth quarter of last year, with the decline in gross margin primarily attributable to the acquisition of Irwin, which historically operated at a lower gross margin than Legacy FitLife.

Contribution as a percentage of revenue decreased to 29.6% compared to 34.9% during the fourth quarter of last year. Excluding the effect of the inventory step-up amortization of $653, gross margin and contribution as a percentage of revenue would have been 37.0% and 32.2%, respectively, during the fourth quarter.

24

Non-GAAP Measures

The financial presentation below contains certain financial measures not in accordance with GAAP, defined by the SEC as “non-GAAP financial measures”, including EBITDA and adjusted EBITDA. These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in this Annual Report in accordance with GAAP.

As presented below, EBITDA excludes interest, foreign exchange gains and losses, income taxes, and depreciation and amortization. Adjusted EBITDA excludes—in addition to interest, foreign exchange gains and losses, taxes, depreciation and amortization—stock-based compensation, merger and acquisition related expense and other non-recurring costs. The Company believes the non-GAAP measures provide useful information to both management and investors by excluding certain expense and other items that may not be indicative of its core operating results and business outlook. The Company believes that the inclusion of non-GAAP measures in the financial presentation below allows investors to compare the Company’s financial results with the Company’s historical financial results and is an important measure of the Company’s comparative financial performance.

Year ended December 31,

2025

2024

(Unaudited)

(Unaudited)

Net income

$

6,326

$

8,984

Interest expense

1,863

1,367

Interest income

(98

)

(69

)

Foreign exchange (gain) loss

19

(50

)

Provision for income taxes

1,903

2,887

Depreciation and amortization

420

108

EBITDA

10,433

13,227

Non-cash and non-recurring adjustments

Stock-based compensation

404

459

Merger and acquisition related

2,075

255

Amortization of inventory step-up

1,045

-

Writeoff of deferred financing costs

49

-

Restructuring costs

-

184

Adjusted EBITDA

$

14,006

$

14,125

Liquidity and Capital Resources

As of December 31, 2025, the Company had positive working capital of $11,459, compared to $6,832 at December 31, 2024. Our principal sources of liquidity at December 31, 2025 consisted of $1,646 of cash and $8,765 of accounts receivable. The increase in working capital is principally attributable to higher accounts receivable and inventory balances subsequent to the acquisition of Irwin, which occurred on August 8, 2025.

On September 24, 2019, the Company entered into a line of credit agreement with Mutual of Omaha Bank (the “Lender”), subsequently acquired by CIT Bank N.A., then acquired by First Citizens Bank & Trust Company, providing the Company with a $2.5 million revolving line of credit (the “Line of Credit”). The Line of Credit allowed the Company to request advances thereunder and to use the proceeds of such advances for working capital purposes until the maturity date, or unless renewed at maturity upon approval by the Company’s Board and the Lender. The Line of Credit was secured by all assets of the Company.

On September 20, 2022, the Company and the Lender amended the Line of Credit Agreement to extend the maturity date to December 23, 2022. On December 19, 2022, the Company and the Lender amended the Line of Credit agreement to increase the Line of Credit to $3.5 million and extend the maturity date to December 23, 2023.

On February 23, 2023, the Company and the Lender amended the Line of Credit Agreement (the “2023 Credit Agreement”) providing the Company with a term loan for the principal amount of $12.5 million (“Term Loan A”). All other terms of the Credit Agreement remain unchanged. All of the proceeds from Term Loan A were used for the acquisition of MRC.

On October 10, 2023, the Company entered into a Second Amended and Restated Credit Agreement (the “Prior Credit Agreement”) with the Lender, amending and restating the 2023 Credit Agreement between the Company and the Lender. Pursuant to the Prior Credit Agreement, the Lender provided the Company with an additional term loan (“Term Loan B”, and together with Term Loan A, the “Term Loans”) for the principal amount of $10,000 and extended the maturity date of the Line of Credit of $3.5 million to December 23, 2024. The Company used the proceeds from Term Loan B to fund the acquisition of the MusclePharm assets.

25

On December 19, 2024, the Company entered into the First Amendment to the Prior Credit Agreement (the “Amended Prior Credit Agreement”) to extend the maturity date of the $3.5 million Line of Credit to April 30, 2026. Pursuant to the Amended Prior Credit Agreement, the Line of Credit accrued interest at an annual rate equal to the greater of 3.50% or the one-month secured overnight financing rate (“SOFR”) rate plus 2.75%, and each advance was payable on the maturity date with the interest on outstanding advances payable monthly. The Company was permitted, at its option, to prepay any borrowings under the Line of Credit, in whole or in part at any time prior to the maturity date, without premium or penalty.

On August 8, 2025 (the “Closing Date”), the Company entered into a new credit agreement (the “Credit Agreement”) with First-Citizens Bank & Trust Company (the “Bank”). Pursuant to the Credit Agreement, the Bank provided the Company with a five-year term loan in the amount of $40,625 (the “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 $29,750 from the Irwin 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, 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 Irwin Term Loan accrues interest at a per annum rate equal to 2.50% to 3.00%, based on leverage, above 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”). The Company shall make payments of accrued interest on the Irwin 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. The Company began making quarterly payments of principal plus accrued interest on the Irwin Term Loan on December 31, 2025. Principal payments of $1,523 will be made for the next seven quarterly payment dates through September 30, 2025, and each quarterly payment thereafter will be $2,031, in each case plus accrued interest. All remaining principal and accrued interest on the Irwin Term Loan will be due and payable in full on August 8, 2030.

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 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.

As of December 31, 2025, the borrowings outstanding on the Irwin Term Loan and the Line of Credit were $39,102 and $5,600, respectively.

The Company has historically financed its operations primarily through cash flow from operations and equity and debt financings. The Company currently anticipates that cash derived from operations and existing cash reserves, along with available borrowings under the Line of Credit, will be sufficient to provide for the Company’s liquidity for the next twelve months.

Cash Provided by Operating Activities

Net cash provided by operating activities was $7,439 during the year ended December 31, 2025, compared to net cash provided by operating activities of $9,610 for the year ended December 31, 2024. The decrease in cash provided by operating activities was primarily due to lower net income compared to the same period of 2024.

Cash Used in Investing Activities

Cash used in investing activities was $42,542 and $10 during the years ended December 31, 2025 and 2024, respectively. The increase in cash used in investing activities was primarily due to the acquisition of Irwin for $42,500.

Cash Provided by (Used in) Financing Activities

Cash provided by financing activities for the year ended December 31, 2025 was $32,086 as compared to cash used in financing activities of $6,983 during the year ended December 31, 2024. The cash provided by financing activities for the year ended December 31, 2025 was primarily due to the borrowings under the Credit Agreement for the acquisition of Irwin on August 8, 2025, and the cash used for financing activities for the year ended December 31, 2024 was primarily due to loan payments under the Amended Prior Credit Agreement.

Off-Balance Sheet Arrangements

Other than contractual obligations incurred in the normal course of business, we do not have any off-balance sheet financing arrangements or liabilities, retained or contingent interests in transferred assets or any obligation arising out of a material variable interest in an unconsolidated entity.

26