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(State or other jurisdiction of incorporation or
organization)
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(IRS Employer Identification No.)
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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))
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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(i)
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Audited abbreviated statement of assets acquired and liabilities assumed and notes of the Nutritional Supplement Business of Irwin Naturals, Inc. as of August 8, 2025, filed as Exhibit 99.1 hereto and incorporated by reference herein; |
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(ii)
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Audited abbreviated statements of revenue and direct expense and notes of the Nutritional Supplement Business of Irwin Naturals, Inc., for the years ended December 31, 2024 and 2023, filed as Exhibit 99.2 hereto and incorporated by reference herein; and
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(iii)
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Unaudited abbreviated statements of revenue and direct expense and notes of the Nutritional Supplement Business of Irwin Naturals, Inc. for the six months ended June 30, 2025 and 2024, filed as Exhibit 99.3 hereto and incorporated by reference herein.
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(i)
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Unaudited pro forma condensed combined financial statements and notes for the Company and the Nutritional Supplement Business of Irwin Naturals, Inc. as of June 30, 2025, and for the six months ended June 30, 2025 and fiscal year ended December 31, 2024, filed as Exhibit 99.4 hereto and incorporated by reference herein.
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FitLife Brands, Inc.
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October 20, 2025
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/s/ Dayton Judd
Dayton Judd
Chief Executive Officer
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Exhibit 99.1
Nutritional Supplement Business of Irwin Naturals, Inc.
Abbreviated Statement of Assets Acquired and Liabilities Assumed as of August 8, 2025
NUTRITIONAL SUPPLEMENT BUSINESS OF IRWIN NATURALS, INC.
ABBREVIATED STATEMENT OF ASSETS ACQUIRED AND LIABILITIES ASSUMED
TABLE OF CONTENTS
| Page | |
| Independent Auditors’ Report | 1 |
| Statement of Assets Acquired and Liabilities Assumed | 3 |
| Notes to the Statement of Assets Acquired and Liabilities Assumed | 4 |
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors of FitLife Brands, Inc.
Opinion
We have audited the abbreviated statement of assets acquired and liabilities assumed of the Nutritional Supplement Business of Irwin Naturals, Inc. ( the “Irwin Supplement Business”) as of August 8, 2025, and the related notes to the statement of assets acquired and liabilities assumed (collectively referred to as the “financial statement”).
In our opinion, the accompanying abbreviated statement of assets acquired and liabilities assumed presents fairly, in all material respects, the assets acquired and liabilities assumed of the Irwin Supplement Business as of August 8, 2025, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statement section of our report. We are required to be independent of Irwin Naturals, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter—Basis of Presentation
As discussed in Note 2 to the financial statement, the financial statement was prepared for the purpose of complying with the rules and regulations of the U.S. Securities and Exchange Commission for inclusion in the Current Report on Form 8-K/A of FitLife Brands, Inc. (“FitLife”), and is not intended to be a complete presentation of the Irwin Supplement Business’s assets, liabilities, revenues and expenses. As a result, the financial statement may not be suitable for another purpose. As discussed in Notes 1 and 3, the abbreviated statement of assets acquired and liabilities assumed reflects the allocation of FitLife’s purchase price as of the acquisition date and therefore includes fair value step-up adjustments of $31,788 (provisional) related to goodwill and identifiable intangible assets recognized by FitLife. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statement
Management is responsible for the preparation and fair presentation of the financial statement in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statement that is free from material misstatement, whether due to fraud or error.
In preparing the financial statement, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Irwin Supplement Business’s ability to continue as a going concern for one year after the date that the financial statement is available to be issued.
Auditors’ Responsibilities for the Audit of the Financial Statement
Our objectives are to obtain reasonable assurance about whether the financial statement as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statement.
In performing an audit in accordance with GAAS, we:
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● |
Exercise professional judgment and maintain professional skepticism throughout the audit. |
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● |
Identify and assess the risks of material misstatement of the financial statement, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. |
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● |
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Irwin Business’s internal control. Accordingly, no such opinion is expressed. |
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● |
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statement. |
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Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Irwin Supplement Business’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
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/s/ Weinberg & Company, P.A. |
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Los Angeles, California |
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October 20, 2025 |
Nutritional Supplement Business of Irwin Naturals, Inc.
Abbreviated Statement of Assets Acquired and Liabilities Assumed
As of August 8, 2025
(in thousands)
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ASSETS ACQUIRED |
||||
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Current assets: |
||||
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Trade receivables |
$ | 7,306 | ||
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Inventory |
10,754 | |||
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Prepaid expenses and other current assets |
355 | |||
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Total current assets |
18,415 | |||
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Non-current assets: |
||||
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Property and equipment |
69 | |||
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Right-of-use assets |
487 | |||
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Goodwill and intangible assets (provisional) |
31,788 | |||
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Other non-current assets |
83 | |||
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Total non-current assets |
32,427 | |||
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Total assets acquired |
$ | 50,842 | ||
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LIABILITIES ASSUMED |
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Current liabilities: |
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Accounts payable |
$ | 2,056 | ||
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Accrued expense and other current liabilities |
5,240 | |||
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Product returns |
533 | |||
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Lease liabilities, current |
359 | |||
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Total current liabilities |
8,188 | |||
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Non-current liabilities: |
||||
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Lease liabilities, non-current |
154 | |||
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Total liabilities assumed |
$ | 8,342 | ||
| NET ASSETS ACQUIRED | $ | 42,500 |
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The accompanying notes are an integral part of this Abbreviated Statement of Assets Acquired and Liabilities Assumed. |
Nutritional Supplement Business of Irwin Naturals, Inc.
Notes to the Abbreviated Statement of Assets Acquired and Liabilities Assumed
As of August 8, 2025
(in thousands)
NOTE 1. BACKGROUND
Irwin Naturals, Inc. (“Irwin”) is a provider of various nutritional and wellness supplements for health-conscious consumers.
FitLife Brands, Inc. (“FitLife” or the “Company”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers.
On August 8, 2025, FitLife acquired substantially all of the assets and assumed certain liabilities of the Nutritional Supplement Business of Irwin, as previously approved by the U.S. Bankruptcy Court for the Central District of California. The purchase price to complete the acquisition was $42.5 million in cash. The transaction did not contain any earnouts or contingent consideration.
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying Abbreviated Statement of Assets Acquired and Liabilities Assumed (the “Abbreviated Financial Statement”) has been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the purpose of FitLife’s compliance with the rules and regulations of the SEC under Rule 3-05 of Regulation S-X. FitLife received a waiver from the SEC to present the Abbreviated Financial Statement in lieu of complete historical financial statements for Irwin. Historically, stand-alone financial statements related to the assets acquired from Irwin have not been prepared.
The Abbreviated Financial Statement presents only those acquired assets and assumed liabilities from Irwin, and fair value step-up adjustments of $31,788 (provisional) related to goodwill and identifiable intangible assets recognized by FitLife. The abbreviated statement of assets acquired and liabilities assumed were derived from the historical accounting records of Irwin.
Use of Estimates
The preparation of the Statement of Assets Acquired and Liabilities Assumed in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the accompanying financial statement and the related disclosures. These estimates are based on information available as of the date of the financial statement. Actual amounts may differ from those estimates.
Trade Receivables
Trade receivables on the accompanying statement of assets acquired and liabilities assumed are recorded at fair value, which is based on the approximate amount that would be received if the receivables were sold in a transaction with market participants under current market conditions. As of August 8, 2025, the Company’s trade receivables totaled $7,306.
Inventory
Inventory on the accompanying statement of assets acquired and liabilities assumed is recorded at fair value, which is based on the expected selling price of the inventory to customers, adjusted for related costs of disposal as well as a reasonable profit allowance for the post-acquisition selling effort. The valuation resulted in a step-up of $1,045 to its respective fair value of approximately $10,754.
Prepaid expenses and other current assets
Prepaid expense and other current assets primarily consist of advance payments made for goods and services to be received in future periods, such as insurance premiums, subscriptions, rent, and other prepaid operating expenses. These amounts are recognized as expenses in the period to which the underlying goods or services relate.
Nutritional Supplement Business of Irwin Naturals, Inc.
Notes to the Abbreviated Statement of Assets Acquired and Liabilities Assumed
As of August 8, 2025
(in thousands)
Operating lease right-of-use asset
Irwin is a lessee under a certain operating lease with a third-party lessor for its main office. In accordance with ASC 805, the lease liability on the accompanying statement of assets acquired and liabilities assumed is measured at the present value of the remaining lease payments at the acquisition date, and the right-of-use asset is measured at an amount equal to the lease liability, adjusted for favorable or unfavorable terms of the lease when compared with market terms. As the lease was renewed in proximity to the date the Irwin Business was acquired by FitLife, the terms of the lease are considered by FitLife to be market terms at the acquisition date. Accordingly, FitLife measured the net present value of the remaining contractual lease payments as of the acquisition date using an incremental borrowing rate consistent with FitLife’s other operating leases, and recorded a right-of-use liability and a corresponding right-of-use asset of $513 and $487, respectively.
Product Returns
The Company records an estimate for future product returns at the time revenue is recognized. The estimate is based on historical return experience, current economic conditions, and expectations regarding future customer returns.
NOTE 3. GOODWILL AND INTANGIBLE ASSETS (PROVISIONAL)
On August 8, 2025, FitLife acquired certain assets and assumed certain liabilities of Irwin for $42.5 million in cash. The transaction did not contain any earnouts or contingent consideration.
The Company accounted for the acquisition as a business combination under Accounting Standards Codification (“ASC”) 805, Business Combinations and allocated the purchase price to Irwin’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition. As a result of this acquisition, the Company recorded the following intangible assets:
Customer relationships and Brands – A preliminary fair value estimate of $25,500 has been assigned to intangible assets representing customer relationships and brands for purposes of this financial statement. The assumptions used to determine the fair value of the acquired intangible assets may change as FitLife finalizes the purchase price allocation within the one-year measurement period. Customer relationships are expected to be amortized over their useful life once the useful life has been determined. Brands will not be amortized but will be subject to annual impairment testing.
Goodwill – Goodwill represents the excess of the purchase price paid by the Company over the estimated fair value of identified tangible and intangible assets. Goodwill represents the future economic benefits not attributable to other identifiable assets.
At the date of the acquisition and as of the date of filing of this report on Form 8-K/A, management has not yet finalized its valuation analysis of the fair value of the assets acquired and liabilities assumed. The fair values of the goodwill and intangible assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date). Any prospective adjustments would change the fair value allocation as of the acquisition date. The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.
Nutritional Supplement Business of Irwin Naturals, Inc.
Notes to the Abbreviated Statement of Assets Acquired and Liabilities Assumed
As of August 8, 2025
(in thousands)
The following table summarizes the allocation of the purchase price based on the fair value of the assets acquired and liabilities assumed on the date of acquisition:
|
Fair value August 8, 2025 |
||||
|
Net assets acquired: |
||||
|
Trade receivables |
$ | 7,306 | ||
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Inventories |
10,754 | |||
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Prepaid expense and other current assets |
355 | |||
|
Property and equipment |
69 | |||
|
Right of use assets |
487 | |||
|
Other noncurrent assets |
83 | |||
|
Accounts payable |
(2,056 | ) | ||
|
Accrued expense and other current liabilities |
(5,240 | ) | ||
|
Product returns |
(533 | ) | ||
|
Lease liabilities |
(513 | ) | ||
|
Net tangible assets |
10,712 | |||
| Goodwill and intangible assets: | ||||
|
Customer relationships and Brands (provisional) |
25,500 | |||
|
Goodwill (provisional) |
6,288 | |||
|
Intangible assets acquired |
31,788 | |||
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Net assets acquired |
$ | 42,500 | ||
Exhibit 99.2
Nutritional Supplement Business of Irwin Naturals, Inc.
Abbreviated Statements of Revenue and Direct Expense
For the Years Ended December 31, 2024 and 2023
NUTRITIONAL SUPPLEMENT BUSINESS OF IRWIN NATURALS, INC.
ABBREVIATED STATEMENTS OF REVENUE AND DIRECT EXPENSE
TABLE OF CONTENT
| Page | |
| Independent Auditors’ Report | 1 |
| Statements of Revenue and Direct Expense | 3 |
| Notes to the Statements of Revenue and Direct Expense | 4 |
INDEPENDENT AUDITORS’ REPORT
To the Board of Directors of FitLife Brands, Inc.
Opinion
We have audited the abbreviated statements of revenue and direct expense of the Nutritional Supplement Business of Irwin Naturals, Inc. (the “Irwin Supplement Business”) for the years ended December 31, 2024 and 2023, and the related notes to the statements of revenue and direct expense (collectively referred to as the “financial statements”).
In our opinion, the accompanying abbreviated statements of revenue and direct expense presents fairly, in all material respects, the revenue and direct expense of the Irwin Supplement Business for the years ended December 31, 2024 and 2023, in accordance with accounting principles generally accepted in the United States of America.
Basis for Opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Irwin Naturals, Inc. and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Emphasis of Matter—Basis of Presentation
As discussed in Note 2 to the financial statements, which describes the basis of preparation, the financial statements were prepared for the purpose of complying with the rules and regulations of the U.S. Securities and Exchange Commission for inclusion in the Current Report on Form 8-K of FitLife Brands, Inc., and are not intended to be a complete presentation of the Irwin Supplement Business’s assets, liabilities, revenues and expenses. As a result, the financial statements may not be suitable for another purpose. Our opinion is not modified with respect to this matter.
Responsibilities of Management for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with U.S. generally accepted accounting principles, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Irwin Supplement Business’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.
Auditors’ Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with GAAS, we:
|
● |
Exercise professional judgment and maintain professional skepticism throughout the audit. |
|
● |
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
|
● |
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Irwin Supplement Business’s internal control. Accordingly, no such opinion is expressed. |
|
● |
Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
|
● |
Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Irwin Supplement Business’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
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/s/ Weinberg & Company, P.A. |
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Los Angeles, California |
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October 20, 2025 |
Nutritional Supplement Business of Irwin Naturals, Inc.
Abbreviated Statements of Revenue and Direct Expense
For the years ended December 31, 2024 and 2023
(in thousands)
|
For the years ended December 31, |
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|
2024 |
2023 |
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|
Revenue, net |
$ | 67,870 | $ | 69,654 | ||||
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Cost of goods sold |
45,930 | 52,434 | ||||||
|
Gross profit |
21,940 | 17,220 | ||||||
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OTHER DIRECT EXPENSE: |
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|
Selling, general and administrative |
15,135 | 19,244 | ||||||
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Advertising and marketing |
394 | 2,293 | ||||||
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Depreciation and amortization |
122 | 119 | ||||||
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EXCESS (SHORTFALL) OF REVENUE OVER DIRECT EXPENSE |
$ | 6,289 | $ | (4,436 | ) | |||
The accompanying notes are an integral part of these Abbreviated Statements of Revenue and Direct Expense.
Nutritional Supplement Business of Irwin Naturals, Inc.
Notes to the Abbreviated Statements of Revenue and Direct Expense
For the Years Ended December 31, 2024 and 2023
(in thousands)
|
1. |
BACKGROUND |
Irwin Naturals, Inc. (“Irwin”) is a provider of various nutritional and wellness supplements for health-conscious consumers.
FitLife Brands, Inc. (“FitLife”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers.
On August 8, 2025, FitLife acquired substantially all of the assets and assumed certain liabilities of the Nutritional Supplement Business of Irwin, as previously approved by the U.S. Bankruptcy Court for the Central District of California. The purchase price to complete the acquisition was $42.5 million in cash. The transaction did not contain any earnouts or contingent consideration.
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2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying Abbreviated Statements of Revenue and Direct Expense of the nutritional supplement business of Irwin (the “Abbreviated Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the purpose of FitLife’s compliance with the rules and regulations of the SEC under Rule 3-05 of Regulation S-X. FitLife received a waiver from the SEC to present Abbreviated Financial Statements in lieu of complete historical financial statements for Irwin. Historically, stand-alone financial statements related to the assets acquired from Irwin have not been prepared. The abbreviated statements of revenue and direct expense present only those revenues and expenses related to the acquired assets and assumed liabilities. The abbreviated statements of revenue and direct expense were derived from the historical accounting records of Irwin. The abbreviated statements of revenue and direct expense do not include interest expense as the debt that was held by Irwin was not assumed by FitLife, nor do they include any bankruptcy-related expense or income tax expense (benefit).
Use of Estimates
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the reported amount of net sales and expense recognized during the periods presented.
Those estimates and assumptions include estimates for reserve of credit losses of uncollectible accounts receivable, product returns, allowance for inventory obsolescence, the depreciable lives of property and equipment, and accruals for potential liabilities. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
Revenue Recognition
Irwin’s revenue is comprised of sales of nutritional supplements and wellness products to consumers.
Irwin 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 Irwin 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.
Sales to customers in the U.S. were approximately 94% for the years ended December 31, 2024 and 2023, respectively, with the balance of sales to customers primarily in Canada.
Customer and Vendor Concentration
Total sales to Customers A and B during 2024 were 16% and 11% of gross sales for the year ended December 31, 2024, respectively. Total sales to Customers A and C during 2023 were 14% and 15% of gross sales for the year ended December 31, 2023, respectively.
For the years ended December 31, 2024 and 2023, one vendor accounted for more than 95% of the Company's inventory-related purchases.
Product Returns, Sales Incentives and Other Forms of Variable Consideration
In measuring revenue and determining the consideration Irwin is entitled to as part of a contract with a customer, Irwin 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. Irwin uses the expected value method to quantify the variable consideration. For these types of arrangements, the adjustments to revenue are recorded at the later of when (i) Irwin recognizes revenue for the transfer of the related products to the customers, or (ii) Irwin pays, or promises to pay, the consideration.
Irwin has a 60-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 our websites or e-commerce platforms.
For the sale of goods with a right of return, Irwin estimates variable consideration using the expected value 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 Irwin products. 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.
Cost of Goods Sold
Cost of goods sold is comprised of the costs of products, in-bound freight charges, shipping and handling costs, purchase and receiving costs. Other expenses not related to the production and distribution of our products is classified as operating expense.
Other Direct Expense
Other direct expense consists of selling, general and administrative expense (primarily personnel costs), advertising and marketing expense, and depreciation and amortization expense. All components of other direct expense are recognized as incurred.
|
3. |
SEGMENT INFORMATION |
The Company operates and manages its business as one reportable operating segment dedicated to providing innovative and proprietary nutritional supplements and wellness products for health-conscious consumers.
Significant segment expense includes cost of goods sold, which is presented on the statements of revenue and direct expense. Employee compensation and benefits is also a significant segment expense. Operating expense includes all remaining costs necessary to operate our business, including external professional services, insurance and other selling, general and administrative expense. The following table presents the significant segment expense:
|
Years ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
Cost of goods sold |
$ | 45,931 | $ | 52,434 | ||||
|
Employee compensation and benefits |
7,983 | 10,858 | ||||||
|
Operating expense |
7,668 | 10,798 | ||||||
|
Total operating expense |
$ | 15,651 | $ | 21,656 | ||||
The following table summarizes sales to customers by geographic regions:
|
Years ended December 31, |
||||||||
|
2024 |
2023 |
|||||||
|
United States |
$ | 63,736 | $ | 65,227 | ||||
|
Rest of world |
4,134 | 4,427 | ||||||
|
Total revenue |
$ | 67,870 | $ | 69,654 | ||||
Exhibit 99.3
Nutritional Supplement Business of Irwin Naturals, Inc.
Abbreviated Statements of Revenue and Direct Expense
For the Six Months Ended June 30, 2025 and 2024
(Unaudited)
NUTRITIONAL SUPPLEMENT BUSINESS OF IRWIN NATURALS, INC.
ABBREVIATED STATEMENTS OF REVENUE AND DIRECT EXPENSE (UNAUDITED)
TABLE OF CONTENTS
|
Page |
|
|
Statements of Revenue and Direct Expense (unaudited) |
1 |
|
Notes to Statements of Revenue and Direct Expense (unaudited) |
2 |
Nutritional Supplement Business of Irwin Naturals, Inc.
Abbreviated Statements of Revenue and Direct Expense
For the six months ended June 30, 2025 and 2024
(in thousands)
|
For the six months ended June 30, |
||||||||
|
2025 |
2024 |
|||||||
| (Unaudited) | (Unaudited) | |||||||
|
Revenue, net |
$ | 33,403 | $ | 35,861 | ||||
|
Cost of goods sold |
21,482 | 23,839 | ||||||
|
Gross profit |
11,921 | 12,022 | ||||||
|
OTHER DIRECT EXPENSE: |
||||||||
| Selling, general and administrative | 7,624 | 7,898 | ||||||
| Advertising and marketing | 243 | 301 | ||||||
|
Depreciation and amortization |
44 | 68 | ||||||
|
EXCESS OF REVENUES OVER DIRECT EXPENSES |
$ | 4,010 | $ | 3,755 | ||||
The accompanying notes are an integral part of these Abbreviated Statements of Revenue and Direct Expense.
Nutritional Supplement Business of Irwin Naturals, Inc.
Abbreviated Statements of Revenue and Direct Expense
For the six months ended June 30, 2025 and 2024
(in thousands)
|
1. |
BACKGROUND |
Irwin Naturals, Inc. (“Irwin”) is a provider of various dietary and wellness supplements for health-conscious consumers.
FitLife Brands, Inc. (“FitLife”) is a provider of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers.
On August 8, 2025, FitLife acquired substantially all of the assets and assumed certain liabilities of the Nutritional Supplement Business of Irwin, as previously approved by the U.S. Bankruptcy Court for the Central District of California. The purchase price to complete the acquisition was $42.5 million in cash. The transaction did not contain any earnouts or contingent consideration.
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of Presentation
The accompanying unaudited condensed statements of revenue and direct expense of Irwin (the “Abbreviated Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for the purpose of FitLife’s compliance with the rules and regulations of the SEC under Rule 3-05 of Regulation S-X. FitLife received a waiver from the SEC to present Abbreviated Financial Statements in lieu of complete historical financial statements for Irwin. Historically, stand-alone financial statements related to the assets acquired from Irwin have not been prepared. The abbreviated statements of revenue and direct expense present only those revenues and expenses related to the acquired assets and assumed liabilities. The abbreviated statements of revenue and direct expense were derived from the historical accounting records of Irwin. The abbreviated statements of revenue and direct expense do not include interest expense as the debt that was held by Irwin was not assumed by FitLife, nor do they include any bankruptcy-related expense or income tax expense (benefit).
Use of Estimates and Assumptions
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as well as the reported amount of net sales and expense recognized during the periods presented.
Those estimates and assumptions include estimates for credit losses of uncollectible accounts receivable, allowance for inventory obsolescence, product returns, the depreciable lives of property and equipment, and accruals for potential liabilities. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
Nutritional Supplement Business of Irwin Naturals, Inc.
Abbreviated Statements of Revenue and Direct Expense
For the six months ended June 30, 2025 and 2024
(in thousands)
Revenue Recognition
Irwin's revenue is comprised of sales of nutritional supplements and wellness products to consumers.
Irwin 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 Irwin 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 Irwin 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.
Revenue reflects the consideration Irwin expects to be entitled through the sale of goods, after the application of the variable consideration constraint. Variable consideration primarily consists of estimates for sales allowances, damaged product, customer returns and sales incentives, which are based on management’s judgment, contractual provisions, and historical experience. The Company utilizes the expected value method to measure variable consideration and evaluates actual results against historical data on a periodic basis, adjusting sales allowances and returns accruals as appropriate.
Irwin disaggregates revenue into geographical regions, and has determined that disaggregating revenue by geography achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue is affected by economic factors.
Sales to customers in the U.S. were approximately 91% and 93% for the six months ended June 30, 2024 and 2023, respectively, with the balance of sales to customers primarily in Canada.
Customer and Vendor Concentration
Total sales to Customers A and B were 19% and 13%, respectively, of total revenue for the six months ended June 30, 2025. Total sales to Customers A and C were 15% and 11%, respectively, of total revenue for the six months ended June 30, 2024, respectively.
For the six months ended June 30, 2024 and 2023, one vendor accounted for more than 95% of the Company's inventory-related purchases.
3
Exhibit 99.4
FitLife Brands, Inc.
Pro Forma Condensed Combined Financial Statements
(Unaudited)
FitLife Brands, Inc.
Pro Forma Condensed Combined Balance Sheet
(in thousands)
|
FitLife Brands June 30, 2025 |
Irwin Naturals August 8, 2025 |
Note 4 |
Pro forma adjustments |
Pro forma condensed combined |
|||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | |||||||||||||||
| Assets | |||||||||||||||||
|
Current assets |
|||||||||||||||||
|
Cash and cash equivalents |
$ | 1,530 | $ | - |
(a) |
$ | 35,750 | $ | - | ||||||||
|
(e) |
(37,500 | ) | |||||||||||||||
|
(f) |
220 | - | |||||||||||||||
|
Restricted cash |
55 | - | - | 55 | |||||||||||||
|
Accounts receivable, net of allowance for estimated credit losses |
2,488 | 7,306 | - | 9,794 | |||||||||||||
|
Inventories, net of allowance for obsolescence |
11,722 | 10,754 |
(b) |
- | 22,476 | ||||||||||||
|
Deposit for Irwin acquisition |
5,000 | - |
(e) |
(5,000 | ) | - | |||||||||||
|
Prepaid expenses and other current assets |
1,382 | 355 | - | 1,737 | |||||||||||||
|
Total current assets |
22,177 | 18,415 | (6,530 | ) | 34,062 | ||||||||||||
|
Property and equipment, net |
81 | 69 | - | 150 | |||||||||||||
|
Right-of-use assets |
367 | 487 | - | 854 | |||||||||||||
|
Intangibles, net of amortization |
26,285 | - |
(b) |
25,500 | 51,785 | ||||||||||||
|
Goodwill |
13,116 | 31,788 |
(c) |
(25,500 | ) | 19,404 | |||||||||||
|
Deferred tax asset |
821 | - |
(a) |
- | 821 | ||||||||||||
|
Other assets |
- | 83 | - | 83 | |||||||||||||
|
Total assets |
$ | 62,847 | $ | 50,842 | $ | (6,530 | ) | $ | 107,159 | ||||||||
|
Liabilities |
|||||||||||||||||
|
Current liabilities |
|||||||||||||||||
|
Accounts payable |
$ | 4,940 | $ | 2,056 |
(d) |
$ | 1,802 | $ | 9,018 | ||||||||
| (f) | 220 | ||||||||||||||||
|
Accrued expense and other liabilities |
1,409 | 5,240 | - | 6,649 | |||||||||||||
|
Income tax payable |
1,521 | - | - | 1,521 | |||||||||||||
|
Product returns |
524 | 533 | - | 1,057 | |||||||||||||
|
Term loan - current portion |
4,500 | - |
(a) |
6,000 | 10,500 | ||||||||||||
|
Revolver - current portion |
- | - |
(a) |
6,000 | 6,000 | ||||||||||||
|
Lease liability - current portion |
74 | 359 | - | 433 | |||||||||||||
|
Total current liabilities |
12,968 | 8,188 | 14,022 | 35,178 | |||||||||||||
|
Term loan, net of current portion and unamortized deferred finance costs |
6,321 | - | - | 6,321 | |||||||||||||
|
Long-term lease liability, net of current portion |
299 | 154 | - | 453 | |||||||||||||
|
Long-term debt |
- | - |
(a) |
23,750 | 23,750 | ||||||||||||
|
Deferred tax liability |
2,340 | - | - | 2,340 | |||||||||||||
|
Total liabilities |
21,928 | 8,342 | 37,772 | 68,042 | |||||||||||||
|
Shareholders’ equity |
|||||||||||||||||
|
Common stock |
94 | - | - | 94 | |||||||||||||
|
Additional paid-in capital |
32,015 | - | - | 32,015 | |||||||||||||
|
Retained earnings |
9,332 | - |
(d) |
(1,802 | ) | 7,530 | |||||||||||
|
Foreign currency translation adjustment |
(522 | ) | - | - | (522 | ) | |||||||||||
|
Total shareholders’ equity |
40,919 | - | (1,802 | ) | 39,117 | ||||||||||||
|
Total liabilities and shareholders’ equity |
$ | 62,847 | $ | 8,342 | $ | 35,970 | $ | 107,159 | |||||||||
The accompanying notes are an integral part of these pro forma financial statements
FitLife Brands, Inc.
Pro Forma Condensed Combined Statement of Operations
For the year ended December 31, 2024
(in thousands)
|
FitLife Brands December 31, 2024 |
Irwin Naturals December 31, 2024 |
Note 4 |
Pro forma adjustments |
Pro forma condensed combined |
|||||||||||||
| (Unaudited) | (Unaudited) | ||||||||||||||||
|
Revenue |
$ | 64,469 | $ | 67,870 | $ | - | $ | 132,339 | |||||||||
|
Cost of goods sold |
36,389 | 45,930 |
(g) |
1,045 | 83,365 | ||||||||||||
|
Gross profit |
28,080 | 21,940 | (1,045 | ) | 48,974 | ||||||||||||
|
Operating expense |
|||||||||||||||||
|
Advertising and marketing |
4,626 | - | - | 4,626 | |||||||||||||
|
Selling, general and administrative |
9,972 | 15,651 | - | 25,623 | |||||||||||||
|
Merger and acquisition related |
255 | - |
(h) |
1,802 | 2,057 | ||||||||||||
|
Depreciation and amortization |
108 | - |
(i) |
900 | 1,008 | ||||||||||||
|
Total operating expense |
14,961 | 15,651 | 2,702 | 33,314 | |||||||||||||
|
Income from operations |
13,119 | 6,289 | (3,747 | ) | 15,661 | ||||||||||||
|
Other expense (income) |
|||||||||||||||||
|
Interest income |
(69 | ) | - | - | (69 | ) | |||||||||||
|
Interest expense |
1,367 | - |
(j) |
2,835 | 4,202 | ||||||||||||
|
Other expense |
- | - | - | - | |||||||||||||
|
Foreign exchange gain |
(50 | ) | - | - | (50 | ) | |||||||||||
|
Total other expense |
1,248 | - | 2,835 | 4,083 | |||||||||||||
|
Net income before income taxes |
11,871 | 6,289 | (k) | (6,582 | ) | 11,578 | |||||||||||
|
Provision (benefit) for income taxes |
2,887 | - |
(k,l) |
(72 | ) | 2,815 | |||||||||||
|
Net income |
8,984 | 6,289 | (k) | (6,510 | ) | 8,763 | |||||||||||
|
Foreign currency translation adjustment |
(370 | ) | - | - | (370 | ) | |||||||||||
|
Comprehensive income |
$ | 8,614 | $ | 6,289 | (k) | $ | (6,510 | ) | $ | 8,393 | |||||||
The accompanying notes are an integral part of these pro forma financial statements
FitLife Brands, Inc.
Pro Forma Condensed Combined Statement of Operations
For the six months ended June 30, 2025 and 2024
(in thousands)
|
FitLife Brands June 30, 2025 |
Irwin Naturals June 30, 2025 |
Note 4 |
Pro forma adjustments |
Pro forma condensed combined |
|||||||||||||
| (Unaudited) | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||||
|
Revenue |
$ | 32,063 | $ | 33,403 | $ | - | $ | 65,466 | |||||||||
|
Cost of goods sold |
18,285 | 21,482 | - | 39,767 | |||||||||||||
|
Gross profit |
13,778 | 11,921 | - | 25,699 | |||||||||||||
|
Operating expense |
|||||||||||||||||
|
Advertising and marketing |
2,244 | 4,585 | - | 6,829 | |||||||||||||
|
Selling, general and administrative |
4,997 | 3,326 | - | 8,323 | |||||||||||||
|
Merger and acquisition related |
1,028 | - | - | 1,028 | |||||||||||||
|
Depreciation and amortization |
33 | - |
(i) |
450 | 483 | ||||||||||||
|
Total operating expense |
8,302 | 7,911 | 450 | 16,663 | |||||||||||||
|
Income from operations |
5,476 | 4,010 | (450 | ) | 9,036 | ||||||||||||
|
Other expense (income) |
|||||||||||||||||
|
Interest income |
(76 | ) | - | - | (76 | ) | |||||||||||
|
Interest expense |
469 | - |
(j) |
1,411 | 1,880 | ||||||||||||
|
Foreign exchange gain |
(14 | ) | - | - | (14 | ) | |||||||||||
|
Total other expense |
379 | - | 1,411 | 1,790 | |||||||||||||
|
Net income before income taxes |
5,097 | 4,010 | (k) | (1,861 | ) | 7,246 | |||||||||||
|
Provision (benefit) for income taxes |
1,332 | - |
(k,l) |
526 | 1,858 | ||||||||||||
|
Net income |
3,765 | 4,010 | (k) | (2,387 | ) | 5,388 | |||||||||||
|
Foreign currency translation adjustment |
140 | - | - | 140 | |||||||||||||
|
Comprehensive income |
$ | 3,905 | $ | 4,010 | (k) | $ | (2,387 | ) | $ | 5,528 | |||||||
The accompanying notes are an integral part of these pro forma financial statements
FitLife Brands, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands, except per share amounts)
(Unaudited)
|
1. |
BASIS OF PRESENTATION |
The unaudited pro forma condensed combined balance sheet as of June 30, 2025 and condensed combined statements of operations of FitLife Brands, Inc. (“FitLife” or “the Company”) for the six-month period ended June 30, 2025 and year ended December 31, 2024 (the “Pro Forma Condensed Combined Financial Statements”), have been prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”), for illustrative purposes only, after giving effect to the acquisition of the Nutritional Supplement Business of Irwin Naturals, Inc. (“Irwin”) by FitLife (the “Transaction” or “Acquisition”) on the basis of the assumptions and adjustments described in notes 3 and 4. These unaudited Pro Forma Condensed Combined Financial Statements do not include all of the disclosures required under GAAP.
The unaudited Pro Forma Condensed Combined Financial Statements of the Company have been compiled from:
|
(a) |
the audited consolidated financial statements of FitLife for the year ended December 31, 2024; |
|
(b) |
the audited Abbreviated Statement of Assets Acquired and Liabilities Assumed of Irwin as of August 8, 2025; |
|
(c) |
the audited Abbreviated Statement of Revenue and Direct Expense of Irwin for the year ended December 31, 2024: |
|
(d) |
the unaudited interim condensed consolidated financial statements of FitLife for the six months ended June 30, 2025; and |
|
(e) |
the unaudited Abbreviated Statement of Revenue and Direct Expense of Irwin for the six months ended June 30, 2025. |
It is management’s opinion that the unaudited Pro Forma Condensed Combined Financial Statements include all adjustments necessary for the fair presentation, in all material respects, of the Acquisition described in note 3 in accordance with GAAP, applied on a basis consistent with FitLife’s accounting policies, except as otherwise noted.
The pro forma condensed combined balance sheet gives effect to the Acquisition as if it had occurred on June 30, 2025 using the audited Statement of Assets Acquired and Liabilities Assumed of Irwin as of August 8, 2025. The pro forma condensed combined statements of operations and comprehensive income give effect to the Acquisition as if it had occurred at the beginning of reporting period.
The pro forma adjustments are preliminary, subject to further revision as additional information becomes available and additional analyses are performed. The pro forma adjustments have been made solely for the purpose of providing unaudited pro forma condensed combined financial information and actual adjustments, when recorded, may differ materially. The unaudited Pro Forma condensed combined financial Statements have been prepared for illustrative purposes only and may not be indicative of the operating results or financial condition that would have been achieved if the Acquisition had been completed on the dates or for the periods presented, nor do they purport to project the results of operations or financial position for any future period or as of any future date. In addition to the pro forma adjustments, various other factors will have an effect on the financial condition and results of operations after the completion of the Acquisition.
The actual financial position and results of operations may differ materially from the pro forma amounts reflected herein due to a variety of factors.
The unaudited Pro Forma Condensed Combined Financial Statements do not reflect operational and administrative cost savings that may be achieved as a result of the Arrangement.
The unaudited Pro Forma Condensed Combined Financial Statements should be read in conjunction with the historical financial statements and notes thereto of FitLife and Irwin included elsewhere in this document.
|
2. |
SIGNIFICANT ACCOUNTING POLICIES |
The unaudited Pro Forma Condensed Combined Financial Statements have been compiled using the significant accounting policies, as set out in the condensed combined financial statements of FitLife for the year ended December 31, 2024. Certain financial statement presentation adjustments were also made. Additional accounting policies related to Irwin will be included in the FitLife condensed combined financial statements after the Transaction in future reporting periods.
FitLife Brands, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands, except per share amounts)
(Unaudited)
|
3. |
PRO FORMA PRELIMINARY PURCHASE PRICE ALLOCATION AND ASSUMPTIONS |
The purchase price of $42,500 is comprised of cash paid to the previous shareholders of Irwin, as previously approved by the U.S. Bankruptcy Court for the Central District of California.
A preliminary estimate of the fair value of the assets acquired and the liabilities assumed by FitLife in connection with the Acquisition is as follows:
|
Net book value |
Fair value adjustments |
Acquired fair value |
Note 3 |
||||||||||
|
Assets acquired |
|||||||||||||
|
Trade receivables, net |
$ | 7,306 | $ | - | $ | 7,306 |
(a) |
||||||
|
Inventories |
10,754 | - | 10,754 |
(a) |
|||||||||
|
Prepaid expenses and other current assets |
355 | - | 355 |
(a) |
|||||||||
|
Property and equipment, net |
69 | - | 69 |
(a) |
|||||||||
|
Right-of-use assets |
487 | - | 487 |
(a) |
|||||||||
|
Intangible assets |
- | 25,500 | 25,500 |
(c) |
|||||||||
|
Other non-current assets |
83 | - | 83 |
(a) |
|||||||||
|
Total assets acquired |
$ | 19,054 | $ | 25,500 | $ | 44,554 | |||||||
|
Liabilities assumed |
|||||||||||||
|
Accounts payable |
$ | 2,056 | $ | - | $ | 2,056 | |||||||
|
Trade and other payables |
5,240 | - | 5,240 |
(b) |
|||||||||
|
Reserve for returns |
533 | - | 533 |
(b) |
|||||||||
|
Lease liabilities, current |
359 | - | 359 |
(b) |
|||||||||
|
Lease liability |
154 | - | 154 |
(b) |
|||||||||
|
Total liabilities assumed |
$ | 8,342 | $ | - | $ | 8,342 | |||||||
|
Goodwill |
6,288 |
(d) |
|||||||||||
|
Total purchase price |
$ | 42,500 | |||||||||||
A preliminary estimate of the fair value of the assets acquired and liabilities assumed by FitLife in connection with the Acquisition is as follows:
|
(a) |
The carrying values of all current assets and non-current assets acquired are assumed to be representative of their estimated fair values other than in the case of inventories, which was adjusted to its fair value on the Statement of Assets Acquired and Liabilities Assumed of Irwin as of August 8, 2025. |
|
(b) |
The carrying values of current liabilities and non-current liabilities assumed are assumed to be representative of their estimated fair values. |
|
(c) |
A preliminary fair value estimate of $25,500 has been assigned to intangible assets representing brands and customer relationships for purposes of these pro forma financial statements. The assumptions used to determine the fair value of the acquired intangible assets may change as FitLife finalizes the purchase price allocation within the one-year measurement period. |
|
(d) |
The goodwill represents the difference between the acquisition date fair value of the consideration transferred and the values assigned to the assets acquired and liabilities assumed. |
As the condensed combined balance sheet for Irwin is already included, the only adjustments required (further detailed in note 4) are for the payment of the consideration and fair value adjustments to assets and liabilities acquired.
The preliminary purchase price allocation has been used to prepare the pro forma adjustments (note 4). The purchase price allocation of the Acquisition will be finalized within the one-year measurement period. The final allocation could differ materially from the preliminary allocation used in the pro forma adjustments.
FitLife Brands, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands, except per share amounts)
(Unaudited)
|
4. |
PRO FORMA ADJUSTMENTS |
Pro forma adjustments to the condensed combined balance sheet at June 30, 2025
The unaudited pro forma condensed combined balance sheet reflects the following adjustments as if the Acquisition described in note 3 had occurred on June 30, 2025:
|
(a) |
To record debt obtained by FitLife to fund the Acquisition. |
|
(b) |
To record provisional fair value adjustment for identifiable intangible assets acquired including brands and customer relationships, as discussed in note 3(c). Note the inventory had been adjusted to its fair value on Irwin’s Abbreviated Statement of Assets Acquired and Liabilities Assumed as of August 8. 2025 . |
|
(c) |
To record goodwill which represents the excess of the preliminary estimated fair value of the net identifiable assets acquired and liabilities assumed by FitLife over the estimated purchase price (see also note 3). |
|
(d) |
To record expected transaction costs in FitLife and Irwin Natural’s related to the Acquisition. |
|
(e) |
To record purchase price consideration related to the Acquisition. |
|
(f) |
To reclass negative book balance in cash and cash equivalents to accounts payable. |
Pro forma adjustments to the condensed combined statements of operations for the year ended December 31, 2024 and the six-month period ended June 30, 2025
The unaudited pro forma condensed combined statements of operations the six-months ended June 30, 2025, and year ended December 31, 2024 reflect the following adjustments as if the Acquisition described in note 3 had occurred on January 1, 2025 and January 1, 2024, respectively:
|
(g) |
To record an increase in cost of sales for the fair value step-up on inventory acquired. This step-up would impact the income statement on a one-time basis upon the inventory’s sale, assumed to be turned over during the first four months post-Acquisition. The fair value was determined based on the estimated selling price of the inventory less costs of disposal. |
|
(h) |
To record expected transaction costs to be incurred by FitLife and Irwin related to the Acquisition. |
|
(i) |
To record amortization of Irwin Naturals provisional customer relationships to conform to FitLife’s policy of amortizing straight-line over their estimated useful life |
|
(j) |
To record interest expense related to new debt obtained by FitLife to fund the Acquisition of Irwin Naturals at a benchmark rate of 7.35%. |
| (k) | The accompanying unaudited pro forma financial information of net income before income taxes, net income and comprehensive income is presented for illustrative purposes only. It is not necessarily indicative of the results of operations that would have been achieved had the transaction been consummated as of the dates indicated, nor is it necessarily indicative of the future operating results of the combined company. The pro forma financial information is derived, in part, from the abbreviated financial statements of the acquired business, which include only a statement of revenues and direct expenses and do not contain all of the information required for a complete set of financial statements prepared in accordance with U.S. GAAP. Accordingly, the pro forma financial information should be read in conjunction with the accompanying notes, and investors should not place undue reliance on the pro forma information. |
|
(l) |
To record tax provision (benefit) based on the change in estimated taxable income in the U.S. |
FitLife Brands, Inc.
Notes to the Unaudited Pro Forma Condensed Combined Financial Statements
(In thousands, except per share amounts)
(Unaudited)
|
5. |
PRO FORMA EARNINGS PER SHARE |
The Pro Forma Earnings per Share (“Proforma EPS”) has been adjusted to reflect the pro forma condensed combined net income for the year ended December 31, 2024, and six-month period ended June 30, 2025, subject to the limitations outlined in pro forma adjustment (k). The number of shares used in calculating the pro forma condensed combined basic and diluted earnings per share is outlined below.
The following is a breakdown of the EPS calculation:
|
June 30, 2025 |
||||
|
Net income available to common shareholders |
$ | 5,388 | ||
|
Weighted average number of shares – basic |
9,301 | |||
|
Earnings per share - basic |
$ | 0.58 | ||
|
Weighted average number of shares – diluted |
9,944 | |||
|
Earnings per share - diluted |
$ | 0.54 | ||
|
December 31, 2024 |
||||
|
Net income available to common shareholders |
$ | 8,763 | ||
|
Weighted average number of shares – basic |
9,197 | |||
|
Earnings per share - basic |
$ | 0.95 | ||
|
Weighted average number of shares – diluted |
9,898 | |||
|
Earnings per share - diluted |
$ | 0.89 | ||