FITLIFE BRANDS, INC.

Previous wording

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, each acquired as a result of the acquisition of Mimi’s Rock Corp.(“MRC”) on February 28, 2023 (together, the “MRC Products"); (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”); and (v) Irwin Naturals, Applied Nutrition, and Nature’s Secret (together, the “Irwin Products”), each of which was acquired in August 2025.

Current wording

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”).

Previous wording

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, 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.

Current wording

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.

Previous wording

On August 8, 2025 (“the Closing Date”), 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”) 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 and the appropriate accounting for this acquisition.

Current wording

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.

Previous wording

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. All share and per share information throughout this Quarterly Report on Form 10-Q have been retroactively adjusted to reflect the stock split. 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.

Current wording

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.

Previous wording

Revenue. Revenue for the three months ended September 30, 2025 increased 47% to $23,485 compared to $15,977 for the three months ended September 30, 2024. The increase in revenue for the three months ended September 30, 2025 compared to the prior period is primarily due to the acquisition of Irwin, as well as an increase in MusclePharm revenue, partially offset by declining revenue from Legacy FitLIfe (which now includes MRC).

Current wording

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.

Previous wording

Cost of Goods Sold. Cost of goods sold for the nine months ended September 30, 2025 increased to $33,034 as compared to $27,588 for the nine months ended September 30, 2024. This 20% increase is primarily due to the increase in revenue from the acquisition of Irwin, which includes $392 from the amortization of the inventory step-up.

Current wording

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.

Previous wording

Gross Profit. Gross profit for the three months ended September 30, 2025 increased to $8,736 as compared to $7,001 for the three months ended September 30, 2024. The increase in gross profit is principally attributable to the acquisition of Irwin, partially offset by lower gross profit from Legacy FitLife Brands.

Current wording

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.

Previous wording

Gross Margin. Gross margin for the nine months ended September 30, 2025 decreased to 40.5% from 44.2% for the comparable prior period. 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 $392 of amortization of the inventory step-up, as well as continued MusclePharm promotional investment. Excluding the amortization of the inventory step-up, gross margin for the nine months ended September 30, 2025 would have been 41.2%.

Current wording

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.

Previous wording

*Advertising and Marketing.*Advertising and marketing expense for the three months ended September 30, 2025 increased to $1,357 as compared to $1,093 for the same period of the prior year. The 24% increase is due to additional advertising for certain Legacy FitLife brands, as well as incremental spend attributable to Irwin.

Current wording

*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.

Previous wording

SG&A. SG&A expense for the three months ended September 30, 2025 increased 55% to $4,105 as compared to $2,645 for the three months ended September 30, 2024. The increase in SG&A is primarily due to the acquisition of Irwin.

Current wording

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.

Previous wording

*Merger and Acquisition Related.*Merger and acquisition related expense increased to $820 during the quarter ended September 30, 2025 compared to $59 for the same period in 2024, driven by transaction costs related to the Irwin acquisition.

Current wording

*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.

Previous wording

Net Income. We generated net income of $921 for the three months ended September 30, 2025 as compared to net income of $2,126 for the three months ended September 30, 2024. The decrease in net income for the nine months ended September 30, 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 higher income tax expense.

Current wording

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.

Previous wording

Other than for MusclePharm, the numbers in the contribution tables presented below represent the performance of a collection of brands. Beginning this quarter, MRC is reported as part of Legacy FitLife results. Legacy FitLife consists of twelve brands. These collections of brands do not meet the definition of operating segments and are not managed as such.

Current wording

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.

Previous wording

Gross margin decreased to 37.2% during the third quarter of 2025 compared to 43.8% during the third quarter of last year. Contribution as a percentage of revenue decreased to 31.4% compared to 37.0% during the first quarter of last year. Excluding the inventory step-up of $392, gross margin and contribution as a percentage of revenue would have been 38.9% and 33.1%, respectively.

Current wording

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.

Previous wording

Irwin’s performance for the third quarter of 2025 includes the results of operations for the period from August 9 through September 30. During the quarter, Irwin generated 95% of its revenue from the wholesale channel and 5% from online sales. Excluding the inventory step-up, Irwin’s gross margin and contribution as a percentage of revenue would have been 37.9% and 36.9%, respectively.** **

Current wording

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

Previous wording

For the third quarter of 2025 for the Company overall, revenue increased 47%, gross profit increased 25%, and contribution increased 25% compared to the third quarter of 2024.

Current wording

For the first quarter of 2026 for the Company overall, revenue increased 59%, gross profit increased 38%, and contribution increased 42% compared to the first quarter of 2025.

Previous wording

As of September 30, 2025, the Company had positive working capital of $4,375, compared to $6,832 at December 31, 2024. Our principal sources of liquidity at September 30, 2025 consisted of $3,512 of cash and $9,640 of accounts receivable. The decrease in working capital is principally attributable to higher current debt balances subsequent to the acquisition of Irwin, which occurred on August 8, 2025.

Current wording

As of March 31, 2026, the Company had positive working capital of $10,828, compared to $11,459 at December 31, 2025. Our principal sources of liquidity at March 31, 2026 consisted of $1,192 of cash and $7,778 of accounts receivable. The decrease in working capital is principally attributable to lower accounts receivable balances as of March 31, 2026 as compared to December 31, 2025.

Previous wording

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, commencing on December 31, 2025, of principal on the Irwin Term Loan in amounts equal to 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 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.

Current wording

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 quarterly 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.

Previous wording

As of September 30, 2025, the borrowings outstanding on the Irwin Term Loan and the Line of Credit were $40,625 and $6,000, respectively.

Current wording

As of March 31, 2026, the borrowings outstanding on the Irwin Term Loan and the Credit Line were $37,578 and $4,200, respectively.

Previous wording

Cash Provided by Operating Activities. Cash provided by operating activities for the nine months ended September 30, 2025 was $7,195 compared to cash provided by operating activities of $8,653 for the nine months ended September 30, 2024. The decrease in cash provided by operating activities was primarily due to lower net income compared to the same period of 2024.

Current wording

Cash Provided by Operating Activities. Cash provided by operating activities for the three months ended March 31, 2026 was $2,484 compared to cash provided by operating activities of $2,328 for the three months ended March 31, 2025. The increase in cash provided by operating activities was primarily due to working capital fluctuations compared to the same period of 2025.

Previous wording

Cash Used in Investing Activities. Cash used in investing activities for the nine months ended September 30, 2025 and 2024 was $42,537 and $10, respectively. The increase in cash used in investing activities was primarily due to the acquisition of Irwin for $42,500.

Current wording

Cash Used in Investing Activities. Cash used in investing activities for the three months ended March 31, 2026 and 2025 was $0 and $24, respectively. The decrease in cash used in investing activities was due to lower capital expenditures for the three months ended March 31, 2026.

Previous wording

Cash Provided by (Used in) Financing Activities. Cash provided by financing activities for the nine months ended September 30, 2025 was $34,009 compared to cash used in financing activities of $5,875 during the nine months ended September 30, 2024. The cash provided was primarily due to the borrowings under the Credit Agreement for the acquisition of Irwin on August 8, 2025.

Current wording

Cash Used in Financing Activities. Cash used in financing activities for the three months ended March 31, 2026 was $2,924 compared to $866 during the three months ended March 31, 2025. The cash used in financing activities for the three months ended March 31, 2026 increased primarily due to higher repayment of debt.

Previous wording

Management concluded that a triggering event did not occur during the nine months ended September 30, 2025. We will continue to review for impairment indicators as necessary in future periods.

Current wording

Management concluded that a triggering event did not occur during the three months ended March 31, 2026. We will continue to review for impairment indicators as necessary in future periods.

Previous wording

Online revenue during the nine months ended September 30, 2025 was approximately 56% of net revenue, compared to 44% for wholesale channels for the same period. Online revenue during the nine months ended September 30, 2024 was approximately 66% of net revenue, compared to 34% for wholesale channels for the same periods.

Current wording

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 approximately 33% of net revenue, compared to 67% for online channels during the same period in 2025.

Previous wording

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

Current wording

Sales to customers in the U.S. were approximately 95% and 96% during the three months ended March 31, 2026 and 2025, respectively, with the balance of sales for the same respective periods being to customers primarily in Canada.