FTLF 8-K
Fitlife Brands, Inc. (FTLF)
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class | Trading Symbol(s) | Name of exchange on which registered |
share |
For | Withhold | |||||
Dayton Judd | 6,473,347 | 7,871 | ||||
Grant Dawson | 6,404,721 | 76,497 | ||||
Matt Lingenbrink | 6,396,514 | 84,704 | ||||
Seth Yakatan | 6,392,827 | 88,391 | ||||
Shannon Pappas | 6,396,637 | 84,581 |
For | Against | Abstain | |||||||
Votes | 8,279,628 | 119 | 5,251 |
Exhibit No. | Description |
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99.1 | ||
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
FitLife Brands, Inc. | |||
August 13, 2026 | By: | /s/ Dayton Judd | |
Dayton Judd | |||
Chief Executive Officer | |||
Exhibit 99.1
FitLife Brands Announces Second Quarter 2026 Results
OMAHA, NE – August 13, 2026 – FitLife Brands, Inc. (“FitLife” or the “Company”) (NASDAQ: FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, today announced financial results for the second quarter ended June 30, 2026.
Highlights for the second quarter ended June 30, 2026 include:
| ● | Total revenue was $26.5 million, an increase of 65% compared to the second quarter of 2025, driven by the acquisition of Irwin Naturals. |
| ● | Wholesale revenue was $14.6 million, representing 55% of total revenue and an increase of 156% compared to the second quarter of 2025. |
| ● | Compared to the first quarter of 2026, total revenue increased 4.8% sequentially, with wholesale revenue increasing 3.7% and online revenue increasing 6.3%. |
| ● | Net income for the second quarter of 2026 was $2.0 million compared to $1.7 million during the same period last year, an increase of 12%, driven primarily by the acquisition of Irwin Naturals, partially offset by lower gross profit from Legacy FitLife. |
| ● | Basic earnings per share and diluted earnings per share were $0.21 and $0.20, respectively, compared to $0.19 and $0.18 for the second quarter of 2025. |
| ● | Adjusted EBITDA was $3.7 million, a 10% increase compared to the second quarter of 2025. |
| ● | The Company ended the quarter with $36.1 million outstanding on its term loan and $2.0 million outstanding on its revolving line of credit, and cash of $1.1 million, or total net debt of $37.0 million. |
For the second quarter ended June 30, 2026, total revenue increased 65% to $26.5 million compared to $16.1 million during the same period last year, primarily due to the acquisition of Irwin Naturals (“Irwin”), partially offset by lower revenue from Legacy FitLife.
Wholesale revenue for the quarter ended June 30, 2026 was $14.6 million, a 156% increase from the same period last year. The Company’s recent acquisition of Irwin contributed $10.7 million of wholesale revenue for the quarter ended June 30, 2026, while Legacy FitLife wholesale revenue declined $1.8 million, or 31%, compared to the same period last year. The decline in Legacy FitLife wholesale revenue is primarily attributable to lower revenue from one of the Company’s large specialty retail partners.
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Online revenue for the quarter was $11.9 million, a 14% increase compared to the quarter ended June 30, 2025. Online revenue accounted for 45% and 65% of the Company’s total revenue during the quarters ended June 30, 2026 and 2025, respectively. The decline in online revenue as a percentage of total revenue is due to the acquisition of Irwin, which had minimal online revenue at the time of the acquisition.
Compared to the first quarter of 2026, total revenue for the second quarter of 2026 increased 4.8% sequentially, with wholesale revenue increasing 3.7% and online revenue increasing 6.3%.
Gross margin for the quarter ended June 30, 2026 was 37.0% compared to 42.8% during the same period in the prior year. The acquisition of Irwin, which historically generated a lower gross margin than Legacy FitLife, was the primary driver of the decline.
Net income for the second quarter of 2026 was $2.0 million compared to $1.7 million during the quarter ended June 30, 2025. Basic earnings per share and diluted earnings per share were $0.21 and $0.20, respectively, compared to $0.19 and $0.18 for the second quarter of 2025.
Adjusted EBITDA for the quarter ended June 30, 2026 was $3.7 million, an increase of 10% compared to the same period in 2025.
The Company ended the quarter with $36.1 million outstanding on its term loan and $2.0 million outstanding on its revolving line of credit, and cash of $1.1 million, or total net debt of $37.0 million.
Since completing the acquisition of Irwin on August 8, 2025, through the end of the second quarter of 2026, the Company has paid off approximately $8.6 million of indebtedness in addition to paying approximately $2.0 million of transaction-related expenses.
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 expense incurred by the Company is generally not allocable to a specific brand or collection of brands.
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Management intends to provide this level of disclosure for acquired brands for approximately two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results. Legacy FitLife consists of thirteen brands, including MRC and MusclePharm, and Irwin consists of three brands. These collections of brands do not meet the definition of operating segments and are not managed as such.
Legacy FitLife | | | | | | | | | | | | | | | | | | | | |
(Unaudited) | | | | | | | | | | | | | | | | | | | | |
| | 2025 | | | 2026 | |
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| | Q2 | | | Q3 | | | Q4 | | | Q1 | | | Q2 | |
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Wholesale revenue | | | 5,696 | | | | 6,686 | | | | 4,238 | | | | 3,798 | | | | 3,913 | |
Online revenue | | | 10,431 | | | | 9,978 | | | | 9,028 | | | | 8,678 | | | | 8,501 | |
Total revenue | | | 16,127 | | | | 16,664 | | | | 13,266 | | | | 12,476 | | | | 12,414 | |
Gross profit | | | 6,904 | | | | 6,542 | | | | 5,395 | | | | 5,143 | | | | 5,177 | |
Gross margin | | | 42.8 | % | | | 39.3 | % | | | 40.7 | % | | | 41.2 | % | | | 41.7 | % |
Advertising and marketing | | | 1,191 | | | | 1,285 | | | | 1,077 | | | | 887 | | | | 941 | |
Contribution | | | 5,713 | | | | 5,257 | | | | 4,318 | | | | 4,256 | | | | 4,236 | |
Contribution as a % of revenue | | | 35.4 | % | | | 31.5 | % | | | 32.5 | % | | | 34.1 | % | | | 34.1 | % |
For the second quarter of 2026, Legacy FitLife revenue decreased 23% to $12.4 million compared to the same period last year, driven by a 31% decline in wholesale revenue attributable to lower sales to certain retail partners, primarily GNC, and a 19% decline in online revenue, primarily attributable to MRC.
Gross margin for Legacy FitLife decreased to 41.7% during the second quarter of 2026 compared to 42.8% during the second quarter of 2025. Contribution as a percentage of revenue decreased to 34.1% compared to 35.4% during the second quarter of last year.
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Irwin | | | | | | | | | | | | | | | | |
(Unaudited) | | | | | | | | | | | | | | | | |
| | 2025 | | | 2026 | |
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| | Q3 | | | Q4 | | | Q1 | | | Q2 | |
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Wholesale revenue | | | 6,510 | | | | 11,216 | | | | 10,295 | | | | 10,695 | |
Online revenue | | | 311 | | | | 1,428 | | | | 2,554 | | | | 3,440 | |
Total revenue | | | 6,821 | | | | 12,644 | | | | 12,849 | | | | 14,135 | |
Gross profit | | | 2,194 | | | | 3,544 | | | | 4,374 | | | | 4,634 | |
Gross margin | | | 32.2 | % | | | 28.0 | % | | | 34.0 | % | | | 32.8 | % |
Advertising and marketing | | | 72 | | | | 182 | | | | 358 | | | | 508 | |
Contribution | | | 2,122 | | | | 3,362 | | | | 4,016 | | | | 4,126 | |
Contribution as % of revenue | | | 31.1 | % | | | 26.6 | % | | | 31.3 | % | | | 29.2 | % |
Irwin was acquired on August 8, 2025; no comparable data exists for the quarter ended June 30, 2025.
For the second quarter of 2026, Irwin generated total revenue of $14.1 million, an increase of approximately 10% compared to the first quarter of 2026. Irwin’s wholesale revenue grew 4% sequentially, while online revenue grew 35%, primarily due to continued growth on Amazon.
Online revenue during the second quarter of 2026 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 2025, and sales have continued to increase since launch to an annual run rate of approximately $11 million of revenue by the end of the second quarter of 2026. Online revenue for Irwin as a percentage of total revenue has increased from approximately 4% at the time of the acquisition to 24% during the second quarter of 2026.
Irwin generated gross margin of 32.8% and contribution as a percentage of revenue of 29.2% during the second quarter of 2026.
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FitLife Consolidated | | | | | | | | | | | | | | | | | | | | |
(Unaudited) | | | | | | | | | | | | | | | | | | | | |
| | 2025 | | | 2026 | |
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| | Q2 | | | Q3 | | | Q4 | | | Q1 | | | Q2 | |
|||||
| | | | | | | | | | | | | | | | | | | | |
Wholesale revenue | | | 5,696 | | | | 13,196 | | | | 15,454 | | | | 14,093 | | | | 14,608 | |
Online revenue | | | 10,431 | | | | 10,289 | | | | 10,456 | | | | 11,232 | | | | 11,941 | |
Total revenue | | | 16,127 | | | | 23,485 | | | | 25,910 | | | | 25,325 | | | | 26,549 | |
Gross profit | | | 6,904 | | | | 8,736 | | | | 8,939 | | | | 9,517 | | | | 9,811 | |
Gross margin | | | 42.8 | % | | | 37.2 | % | | | 34.5 | % | | | 37.6 | % | | | 37.0 | % |
Advertising and marketing | | | 1,191 | | | | 1,357 | | | | 1,259 | | | | 1,245 | | | | 1,449 | |
Contribution | | | 5,713 | | | | 7,379 | | | | 7,680 | | | | 8,272 | | | | 8,362 | |
Contribution as % of revenue | | | 35.4 | % | | | 31.4 | % | | | 29.6 | % | | | 32.7 | % | | | 31.5 | % |
For the Company overall, revenue increased 65%, gross profit increased 42%, and contribution increased 46% compared to the second quarter of 2025. Gross margin decreased to 37.0% compared to 42.8% during the second quarter last year, 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 31.5% compared to 35.4% during the second quarter last year.
Management Commentary
Dayton Judd, the Company’s Chairman and CEO commented, “The second quarter of 2026 reflected another period of growth for FitLife on a consolidated basis, with total revenue up 65% to $26.5 million, driven by the addition of Irwin Naturals. Irwin generated $14.1 million of revenue during the quarter, an increase of approximately 10% sequentially, primarily due to the continued growth of Irwin on Amazon, which we launched in mid-October of 2025 and which has grown to an annual revenue run rate of approximately $11 million as of the end of the second quarter.
“Legacy FitLife, which includes both MRC and MusclePharm, faced continued headwinds during the quarter, with revenue declining 23% compared to the second quarter of 2025. The decline was driven by a 19% decrease in online revenue, primarily attributable to MRC, and a 31% decrease in wholesale revenue attributable to lower sales to certain retail partners, primarily GNC.
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“Irwin continues to generate the majority of its revenue through the wholesale channel, which represented 76% of Irwin’s revenue during the second quarter, with the remaining 24% coming from online sales. As we continue to grow Irwin’s online presence, including through Amazon, we expect the mix to shift further toward online over time, consistent with the pattern we have seen with our other brands.
“Between the closing of the Irwin acquisition and June 30, 2026, we have paid off $8.6 million of debt in addition to paying approximately $2.0 million of transaction-related expenses. Of the total debt reduction, $4.6 million represents scheduled amortization, and $4.0 million represents voluntary payments to reduce the Company’s outstanding revolver balance. At the Company’s current 6.5% weighted average interest rate, this $8.6 million debt reduction saves us approximately $0.6 million in annual interest expense. Going forward, we intend to continue deploying our excess free cash flow to debt reduction, which will reduce interest expense further.
“As we have previously discussed, over the past three quarters we have been dealing with a number of challenges. Some of these challenges—such as consumer weakness and changes in the Amazon algorithms—are outside of our control, whereas others—such as supply chain difficulties and new product development—are within our control.
“Although the challenges persist, I am pleased with how our incredible and dedicated employees are responding to them. In particular, I am encouraged by the sequential growth we experienced in both wholesale and online revenue during the second quarter. I am confident that we are focused on the right priorities, which I believe will drive continued improvement in the business over the long-term.”
Earnings Conference Call
The Company will hold an investor conference call on Thursday, August 13, 2026 at 4:30 pm ET. Investors interested in participating in the live call can dial (833) 492-0064 from the U.S. and provide the conference identification code of 802750. International participants can dial (973) 528-0163 and provide the same code.
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About FitLife Brands
FitLife Brands is a developer and marketer of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers. FitLife markets more than 500 different products online and through various retail locations. FitLife is headquartered in Omaha, Nebraska. For more information, please visit our website at www.fitlifebrands.com.
Forward-Looking Statements
Statements in this release that are forward-looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in this news release. Such factors may include, but are not limited to, the ability of the Company to continue to grow revenue, the Company's ability to continue to achieve positive cash flow given the Company's existing and anticipated operating and other costs, and the Company’s ability to service its debt. Many of these risks and uncertainties are beyond the Company's control. Reference is made to the discussion of risk factors detailed in the Company's filings with the Securities and Exchange Commission including its reports on Form 10-K and 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.
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FITLIFE BRANDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
| | June 30, 2026 | | | December 31, 2025 | |
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| | (Unaudited) | | | | | |
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ASSETS: | | | | | | | | |
CURRENT ASSETS | | | | | | | | |
Cash and cash equivalents | | $ | 1,089 | | | $ | 1,646 | |
Accounts receivable, net | | | 6,977 | | | | 8,765 | |
Inventories, net | | | 21,070 | | | | 21,324 | |
Prepaid expense and other current assets | | | 1,414 | | | | 1,334 | |
Total current assets | | | 30,550 | | | | 33,069 | |
| | | | | | | | |
Property and equipment, net | | | 78 | | | | 128 | |
Right of use asset | | | 481 | | | | 682 | |
Intangibles, net | | | 50,952 | | | | 51,440 | |
Goodwill | | | 19,333 | | | | 19,393 | |
Deferred tax asset | | | 900 | | | | 1,525 | |
Derivative asset | | | 210 | | | | - | |
Other assets | | | 88 | | | | 83 | |
TOTAL ASSETS | | $ | 102,592 | | | $ | 106,320 | |
| | | | | | | | |
LIABILITIES AND STOCKHOLDERS' EQUITY: | | | | | | | | |
CURRENT LIABILITIES: | | | | | | | | |
Accounts payable | | $ | 6,614 | | | $ | 6,911 | |
Accrued expense | | | 5,340 | | | | 5,429 | |
Income taxes payable | | | 1,639 | | | | 1,704 | |
Product returns | | | 974 | | | | 1,039 | |
Term loan – current portion | | | 6,094 | | | | 6,094 | |
Lease liability - current portion | | | 252 | | | | 433 | |
Total current liabilities | | | 20,913 | | | | 21,610 | |
| | | | | | | | |
Revolving line of credit | | | 2,000 | | | | 5,600 | |
Term loan, net of current portion and unamortized deferred finance costs | | | 29,819 | | | | 32,849 | |
Long-term lease liability, net of current portion | | | 243 | | | | 272 | |
Derivative liability | | | - | | | | 26 | |
Deferred tax liability | | | 2,243 | | | | 2,324 | |
TOTAL LIABILITIES | | | 55,218 | | | | 62,681 | |
| | | | | | | | |
STOCKHOLDERS’ EQUITY: | | | | | | | | |
Preferred stock, $0.01 par value, 10,000 shares authorized, none outstanding as of June 30, 2026 and December 31, 2025 | | | - | | | | - | |
Common stock, $0.01 par value, 120,000 shares authorized; 9,391 issued and outstanding as of June 30, 2026 and December 31, 2025 | | | 94 | | | | 94 | |
Additional paid-in capital | | | 32,288 | | | | 32,213 | |
Retained earnings | | | 15,563 | | | | 11,893 | |
Accumulated other comprehensive loss | | | (571 | ) | | | (561 | ) |
TOTAL STOCKHOLDERS' EQUITY | | | 47,374 | | | | 43,639 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | | $ | 102,592 | | | $ | 106,320 | |
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FITLIFE BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In thousands, except per share data)
(Unaudited)
| | Three months ended June 30 | | | Six months ended June 30 | |
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| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
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| | | | | | | | | | | | | | | | |
Revenue | | $ | 26,549 | | | $ | 16,127 | | | $ | 51,874 | | | $ | 32,063 | |
Cost of goods sold | | | 16,738 | | | | 9,223 | | | | 32,546 | | | | 18,285 | |
Gross profit | | | 9,811 | | | | 6,904 | | | | 19,328 | | | | 13,778 | |
| | | | | | | | | | | | | | | | |
OPERATING EXPENSE: | | | | | | | | | | | | | | | | |
Advertising and marketing | | | 1,449 | | | | 1,191 | | | | 2,694 | | | | 2,244 | |
Selling, general and administrative | | | 4,755 | | | | 2,485 | | | | 9,718 | | | | 4,997 | |
Merger and acquisition related | | | - | | | | 696 | | | | - | | | | 1,028 | |
Depreciation and amortization | | | 252 | | | | 14 | | | | 500 | | | | 33 | |
Total operating expense | | | 6,456 | | | | 4,386 | | | | 12,912 | | | | 8,302 | |
| | | | | | | | | | | | | | | | |
OPERATING INCOME | | | 3,355 | | | | 2,518 | | | | 6,416 | | | | 5,476 | |
| | | | | | | | | | | | | | | | |
OTHER EXPENSE (INCOME) | | | | | | | | | | | | | | | | |
Interest expense, net | | | 679 | | | | 175 | | | | 1,414 | | | | 393 | |
Foreign exchange gain | | | (8 | ) | | | (35 | ) | | | (29 | ) | | | (14 | ) |
Total other expense, net | | | 671 | | | | 140 | | | | 1,385 | | | | 379 | |
| | | | | | | | | | | | | | | | |
INCOME BEFORE INCOME TAX PROVISION | | | 2,684 | | | | 2,378 | | | | 5,031 | | | | 5,097 | |
| | | | | | | | | | | | | | | | |
PROVISION FOR INCOME TAXES | | | 734 | | | | 631 | | | | 1,361 | | | | 1,332 | |
| | | | | | | | | | | | | | | | |
NET INCOME | | $ | 1,950 | | | $ | 1,747 | | | $ | 3,670 | | | $ | 3,765 | |
| | | | | | | | | | | | | | | | |
NET INCOME PER SHARE | | | | | | | | | | | | | | | | |
Basic | | $ | 0.21 | | | $ | 0.19 | | | $ | 0.39 | | | $ | 0.40 | |
Diluted | | $ | 0.20 | | | $ | 0.18 | | | $ | 0.37 | | | $ | 0.38 | |
Basic weighted average common shares | | | 9,391 | | | | 9,389 | | | | 9,391 | | | | 9,301 | |
Diluted weighted average common shares | | | 9,907 | | | | 9,961 | | | | 9,949 | | | | 9,944 | |
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FITLIFE BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025
(In thousands)
(Unaudited)
| | Six months ended June 30 | |
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| | 2026 | | | 2025 | |
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CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | |
Net income | | $ | 3,670 | | | $ | 3,765 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | | |
Depreciation and amortization | | | 500 | | | | 33 | |
Allowance for credit losses | | | 48 | | | | (22 | ) |
Allowance for inventory obsolescence | | | (155 | ) | | | (22 | ) |
Stock-based compensation | | | 75 | | | | 206 | |
Amortization of deferred financing costs | | | 17 | | | | 21 | |
Changes in operating assets and liabilities: | | | | | | | | |
Accounts receivable | | | 1,723 | | | | (809 | ) |
Inventories | | | 494 | | | | (507 | ) |
Deferred tax asset | | | 625 | | | | (177 | ) |
Prepaid expense and other assets | | | (325 | ) | | | (450 | ) |
Right-of-use asset | | | 201 | | | | 46 | |
Accounts payable | | | (288 | ) | | | 828 | |
Income taxes payable | | | (8 | ) | | | 26 | |
Lease liability | | | (210 | ) | | | (41 | ) |
Accrued expenses and other liabilities | | | (183 | ) | | | 641 | |
Product returns | | | (65 | ) | | | (15 | ) |
Net cash provided by operating activities | | | 6,119 | | | | 3,523 | |
| | | | | | | | |
CASH FLOWS FROM INVESTING ACTIVITIES: | | | | | | | | |
Cash deposit paid for Irwin acquisition | | | - | | | | (5,000 | ) |
Purchase of property and equipment | | | - | | | | (29 | ) |
Net cash used in investing activities | | | - | | | | (5,029 | ) |
| | | | | | | | |
CASH FLOWS FROM FINANCING ACTIVITIES: | | | | | | | | |
Proceeds from exercise of stock options | | | - | | | | 682 | |
Payments on 2025 term loan | | | (3,047 | ) | | | - | |
Payments on 2023 term loan | | | - | | | | (2,250 | ) |
Borrowings on line of credit | | | 5,400 | | | | - | |
Payments on line of credit | | | (9,000 | ) | | | - | |
Net cash used in financing activities | | | (6,647 | ) | | | (1,568 | ) |
| | | | | | | | |
Foreign currency impact on cash | | | (29 | ) | | | 139 | |
| | | | | | | | |
CHANGE IN CASH AND CASH EQUIVALENTS | | | (557 | ) | | | (2,935 | ) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | | | 1,646 | | | | 4,520 | |
CASH AND CASH EQUIVALENTS, END OF PERIOD | | $ | 1,089 | | | $ | 1,585 | |
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Supplemental cash flow disclosure | | | | | | | | |
Cash paid for income taxes | | $ | 1,279 | | | $ | 1,934 | |
Cash paid for interest, net of amounts capitalized | | $ | 1,391 | | | $ | 458 | |
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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 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 and merger and acquisition related expense. 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.
| | For the three months ended June 30 | | | For the six months ended June 30 | |
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| | 2026 | | | 2025 | | | 2026 | | | 2025 | |
||||
| | (Unaudited) | | | (Unaudited) | | | (Unaudited) | | | (Unaudited) | |
||||
Net income | | $ | 1,950 | | | $ | 1,747 | | | $ | 3,670 | | | $ | 3,765 | |
Interest expense, net | | | 679 | | | | 175 | | | | 1,414 | | | | 393 | |
Foreign exchange gain | | | (8 | ) | | | (35 | ) | | | (29 | ) | | | (14 | ) |
Provision for income taxes | | | 734 | | | | 631 | | | | 1,361 | | | | 1,332 | |
Depreciation and amortization | | | 252 | | | | 14 | | | | 500 | | | | 33 | |
EBITDA | | | 3,607 | | | | 2,532 | | | | 6,916 | | | | 5,509 | |
Non-cash and non-recurring adjustments | | | | | | | | | | | | | | | | |
Stock-based compensation | | | 58 | | | | 99 | | | | 75 | | | | 206 | |
Merger and acquisition related | | | - | | | | 696 | | | | - | | | | 1,028 | |
Adjusted EBITDA | | $ | 3,665 | | | $ | 3,327 | | | $ | 6,991 | | | $ | 6,743 | |
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