STOCK TITAN

Natural Alternatives issues going-concern warning

Available on EDGAR Accepted by SEC EDGAR Learn about SEC filing dates
(Moderate)

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

Form Type
10-Q

Rhea-AI Filing Summary

Natural Alternatives International, Inc. (NAII) reported net sales of $28.121 million for the quarter ended September 30, 2026, down 25% year over year, and a $2.479 million net loss versus $291,000. Gross profit fell to $1.266 million from $4.397 million. Patent and trademark licensing revenue rose 54% to $2.564 million, while private-label manufacturing sales declined 29% to $25.557 million. Operating cash flow was $1.196 million, compared with $4.023 million used a year earlier.

NAII was not in compliance with its domestic fixed charge coverage covenant at September 30 and said it does not expect compliance during fiscal 2027 under current terms. Consequently, $10.0 million previously classified as long-term debt was reclassified as current. The company is discussing a waiver, forbearance, amendment or other remedy with its lender; there is no assurance one will be available. Management disclosed substantial doubt about the company’s ability to continue as a going concern within one year after the financial statements are issued. Cash, cash equivalents and restricted cash totaled $6.743 million, including $6.3 million held by its Swiss subsidiary.

2 points · 0 major

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

3 major · 3 points

How the balance works

Positive

  • Moderate pointOperating cash flow was $1.196 million, versus $4.023 million used a year earlier.
  • Moderate pointLicensing revenue increased 54% to $2.564 million.

Negative

  • Major pointQuarterly net sales fell 25% to $28.121 million; net loss widened to $2.479 million.
  • Major point$10.0 million of debt was reclassified as current after covenant noncompliance.
  • Major pointManagement disclosed substantial doubt about the company’s ability to continue as a going concern.

Filing Explained

At September 30, despite the domestic covenant breach, NAII reported $11.8 million of remaining capacity on its Legacy line and ongoing borrowing and repayment activity; the lender had not indicated an intent to terminate the facility, but no remedy was secured.

Net sales $28.121 million Three months ended September 30, 2026; down 25% from $37.730 million in the prior-year period.
Net loss $2.479 million Three months ended September 30, 2026; compared with a $291,000 net loss in the prior-year period.
Gross profit $1.266 million Three months ended September 30, 2026; compared with $4.397 million in the prior-year period.
Patent and trademark licensing revenue $2.564 million Three months ended September 30, 2026; increased 54% from $1.665 million in the prior-year period.
Operating cash flow $1.196 million provided Three months ended September 30, 2026; $4.023 million was used in the prior-year period.
Debt reclassified as current $10.0 million Previously classified as long-term debt; reclassified following covenant noncompliance as of September 30, 2026.
Cash, cash equivalents and restricted cash $6.743 million As of September 30, 2026; $6.3 million was held by the wholly owned Swiss subsidiary.
Largest private-label customer share of net sales 29% Three months ended September 30, 2026; compared with 38% in the prior-year period.
fixed charge coverage ratio covenant financial
"did not comply with the covenant required under the Loan and Security Agreement"
borrowing-base calculation financial
"maximum borrowing capacity of $20.0 million subject to a borrowing-base calculation"
Term Secured Overnight Financing Rate financial
"interest at a rate of 4.5% above the Term Secured Overnight Financing Rate"
Term secured overnight financing rate (Term SOFR) is a forward-looking interest rate that estimates the expected average cost of borrowing cash for a specified future period (for example, one or three months) using overnight, collateralized repurchase (repo) transactions backed by U.S. Treasury securities. Unlike the overnight SOFR, which reflects actual transactions that settled that day, Term SOFR is derived from derivatives and market-implied forward rates to produce a single quoted rate for the upcoming term and is used in contracts that require a known rate at the start of the period rather than a rate compounded in arrears.
bill-and-hold transactions financial
"commonly referred to as bill-and-hold transactions"
valuation allowance financial
"maintained a full valuation allowance against our net U.S. deferred tax assets"
A valuation allowance is a reserve set aside to reduce the value of certain assets on a company's financial records when there is uncertainty about whether they will generate the expected benefits. It acts like a caution sign, indicating that some assets might not be fully recoverable or worth their recorded amount. This matters to investors because it provides a more realistic picture of a company's financial health and potential risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were NAII’s sales and net loss in the September 2026 quarter?

NAII reported net sales of $28.121 million, down 25% from $37.730 million a year earlier, and a net loss of $2.479 million versus $291,000. Private-label contract manufacturing sales declined 29% to $25.557 million, while patent and trademark licensing revenue increased 54% to $2.564 million.

Why did NAII reclassify debt as current?

NAII did not meet its domestic fixed charge coverage covenant as of September 30, 2026, following a decrease in U.S. sales during the first quarter of fiscal 2027 versus projections. It reclassified $10.0 million previously classified as long-term debt as current and said it does not expect covenant compliance during fiscal 2027 under current terms.

When does NAII expect to sell its Carlsbad headquarters assets?

NAII estimates the sale of its Carlsbad headquarters building, land and other fixed assets will occur during fiscal 2027. Their combined carrying value was $4.0 million as of September 30, 2026.

What is the purpose of NAIE’s second UBS credit facility?

Entered into on October 23, 2026, the second facility grants NAII’s Swiss subsidiary, Natural Alternatives International Europe S.A. (NAIE), a CHF 2 million credit line to finance production machinery, including sale-and-leaseback transactions. NAIE had not used the facility as of the date of the financial statements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


FORM 10-Q

 

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2026

 

or

 

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from            to             .

 

000-15701

(Commission file number)

 


NATURAL ALTERNATIVES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware

84-1007839

(State of incorporation)

(IRS Employer Identification No.)

  

1535 Faraday Ave

Carlsbad, CA 92008

(760) 736-7700

(Address of principal executive offices)

(Registrant’s telephone number)

 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value per share

NAII

Nasdaq Stock Market

 

Indicate by check mark whether NAI (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that NAI was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes     ☐  No

 

Indicate by check mark whether NAI has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that NAI was required to submit such files).    ☒  Yes     ☐  No

 

Indicate by check mark whether NAI is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.

 

Large accelerated filer

☐

Accelerated filer

☐

Emerging Growth Company

☐

      

Non-accelerated filer

☒

Smaller reporting company

☒

  

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether NAI is a shell company (as defined in Rule 12b-2 of the Exchange Act): ☐ Yes ☒ No

 

As of November 13, 2026, 6,259,181 shares of NAI's common stock were outstanding, net of 3,392,725 treasury shares.

 

 

  

 

TABLE OF CONTENTS

 

   

Page

   
         

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

1

   
         

PART I

FINANCIAL INFORMATION

2    
         

Item 1.

Financial Statements

2    
         
 

Condensed Consolidated Balance Sheets (unaudited)

2

   
 

Condensed Consolidated Statements of Operations and Comprehensive Loss (unaudited)

3

   
 

Condensed Consolidated Statements of Stockholders’ Equity (unaudited)

 

4

   
 

Condensed Consolidated Statements of Cash Flows (unaudited)

5

   
 

Notes to Condensed Consolidated Financial Statements (unaudited)

6

   
         

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

16

   
         
Item 3. Quantitative and Qualitative Disclosures About Market Risk 20    
         

Item 4.

Controls and Procedures

20

   
         

PART II

OTHER INFORMATION

20    
         

Item 1.

Legal Proceedings

20

   
         

Item 1A.

Risk Factors

20

   
         

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

20

   
         

Item 3.

Defaults Upon Senior Securities

20

   
         

Item 4.

Mine Safety Disclosure

20

   
         

Item 5.

Other Information

20

   
         

Item 6.

Exhibits

21

   
         

SIGNATURES

 

22

   

 

 

 

 

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

 

Certain statements in this report, including information incorporated by reference, are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect current views about future events and financial performance based on certain assumptions. They include opinions, forecasts, intentions, plans, goals, projections, guidance, expectations, beliefs, or other statements that are not statements of historical fact. Words such as “may,” “will,” “should,” “could,” “would,” “expect,” “plan,” “believe,” “anticipate,” “intend,” “estimate,” “approximate,” “predict,” “forecast,” “project,” “future,” or “likely,” or the negative or other variation of such words, and similar expressions may identify a statement as a forward-looking statement. Any statements that refer to projections of our future financial performance, our anticipated growth and trends in our business, our goals, strategies, focus and plans, and other characterizations of future events or circumstances, including statements expressing general optimism or pessimism about future operating results, are forward-looking statements. Forward-looking statements in this report may include statements about:

 

 

•

our ability to develop market acceptance for and increase sales of new products, develop relationships with new customers and maintain or improve existing customer relationships;

   
  •

future financial and operating results, including projections of net sales, revenue, income or loss, net income or loss per share, profit margins, expenditures, liquidity, and other financial items;

   
  • the sufficiency of our available cash, cash equivalents and restricted cash, including continued access to borrowings under our credit facilities, and potential cash flows from our operations to fund our working capital and capital expenditure needs through the next 12 months and longer;    
  • our ability to maintain compliance with the covenants contained in our credit agreements with our lenders in the future and due to the current non-compliance, our ability to obtain amendments, waivers, or modifications from our lenders on acceptable terms, or at all;     
  • our ability to continue as a going concern as described in our financial statement footnotes and generate sufficient liquidity to satisfy our obligations as they become due;    
  • impairment of our long-lived assets and the ability of our operations to recover the full carrying value or our ability to accurately estimate the future recoverability of long-lived assets;    
 

•

currency exchange rates and their effect on our results of operations (including amounts that we may reclassify as earnings), the availability of foreign exchange facilities, our ability to effectively hedge against foreign exchange risks and the extent to which we may seek to hedge against such risks;

   
  • inventory levels, including the adequacy of quality raw material and our ability to maintain other inventory levels to meet future customer demand;    
  • sources, availability and quality of raw materials, including the limited number of suppliers of beta-alanine meeting our quality requirements;    
  • our ability to price our products to achieve profit margin targets, especially in the current volatile raw material environment and potential for new tariffs;    
 

•

our ability to maintain or increase our patent and trademark licensing revenues;

   
  • our ability to improve operating efficiencies, manage costs and business risks, and improve or maintain profitability;    
 

•

our ability to protect our intellectual property;

   
 

•

future economic and political conditions;

   
 

•

the outcome of litigation, regulatory and tax matters we are or may become involved in, the costs associated with such matters and the effect of such matters on our business and results of operations;

   
 

•

potential manufacturing and distribution channels, product returns, and potential product recalls;

   
 

•

the impact of external factors on our business and results of operations, especially, as an example, variations in quarterly net sales from seasonal and other external factors;

   
 

•

our ability to operate within the standards set by the U.S. Food and Drug Administration’s (FDA) Good Manufacturing Practices (GMPs);

   
 

•

the adequacy of our financial reserves and allowances;

   
 

•

the impact of accounting pronouncements and our adoption of certain accounting guidance; and

   
 

•

other assumptions described in this report underlying or relating to any forward-looking statements.

   

 

Forward-looking statements in this report speak only as of the date of this report based on information available to us at that time and caution should be taken not to place undue reliance on any such forward-looking statements. Forward-looking statements are subject to certain future events, risks, and uncertainties that are or may be outside of our control. When considering forward-looking statements, you should carefully review the risks, uncertainties and other cautionary statements in this report as they identify certain important factors that could cause actual results to differ materially from those expressed in, or implied by, the forward-looking statements. These factors include, among others, the risks described under Item 1A of Part I of our fiscal 2026 Annual Report on Form 10-K, as well as in other reports and documents we have filed and will file with the United States Securities and Exchange Commission (SEC).

 

 

1

 

PART I – FINANCIAL INFORMATION

 

ITEM 1.     FINANCIAL STATEMENTS

 

Natural Alternatives International, Inc.

Condensed Consolidated Balance Sheets

(In thousands, except share and per share data)

(Unaudited)

 

  

September 30, 2026

  

June 30, 2026

 

Assets

        

Current assets:

        

Cash and cash equivalents

 $6,485  $7,388 

Restricted cash

  258   86 

Accounts receivable – less allowance for credit losses of $0 at September 30, 2026 and $1 at June 30, 2026

  12,426   20,650 

Inventories, net

  28,165   30,753 

Assets held for sale

  3,977   3,977 

Prepaids and other current assets

  2,991   2,580 

Total current assets

  54,302   65,434 

Property and equipment, net

  35,326   35,605 

Operating lease right-of-use assets

  23,669   24,062 

Other noncurrent assets, net

  1,234   1,345 

Total assets

 $114,531  $126,446 

Liabilities and Stockholders’ Equity

        

Current liabilities:

        

Accounts payable

 $12,873  $18,146 

Accrued liabilities

  2,760   4,601 

Accrued compensation and employee benefits

  3,110   2,447 

Customer deposits

  1,102   1,320 

Short-term liability – operating leases

  2,704   2,721 

Mortgage note payable, current portion (Note F)

  733   733 

Mortgage note payable, accelerated long-term portion (Note F)

  10,022   — 

Line of credit – current (Note F)

  6,273   7,749 

Total current liabilities

  39,577   37,717 

Long-term liability – operating leases

  27,764   28,564 

Mortgage note payable, net of current portion (Note F)

  —   10,206 

Total liabilities

  67,341   76,487 

Commitments and contingencies (Notes E, F, and K)

          

Stockholders’ equity:

        

Preferred stock; $.01 par value; 500,000 shares authorized; none issued or outstanding

  —   — 

Common stock; $.01 par value; 20,000,000 shares authorized at September 30, 2026 and June 30, 2026, issued and outstanding (net of treasury shares) 6,259,181 at September 30, 2026 and 6,266,542 at June 30, 2026

  94   94 

Additional paid-in capital

  34,304   34,213 

Retained earnings

  36,217   38,696 

Treasury stock, at cost, 3,392,725 shares at September 30, 2026 and 3,385,364 at June 30, 2026

  (23,346)  (23,343)

Accumulated other comprehensive (loss) income

  (79)  299 

Total stockholders’ equity

  47,190   49,959 

Total liabilities and stockholders’ equity

 $114,531  $126,446 

 

See accompanying notes to condensed consolidated financial statements.

 

2

 

 

Natural Alternatives International, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(In thousands, except share and per share data)

(Unaudited)

 

  

Three Months Ended

 
  

September 30,

 
  

2026

  

2025

 

Net sales

 $28,121  $37,730 

Cost of goods sold

  26,855   33,333 

Gross profit

  1,266   4,397 

Selling, general and administrative

  3,848   4,113 
         

(Loss) income from operations

  (2,582)  284 
         

Other income (expense):

        

Interest income

  9   30 

Interest expense

  (560)  (226)

Foreign exchange gain (loss)

  395   (301)

Other, net

  (6)  14 

Total other expense

  (162)  (483)
         

Loss before income taxes

  (2,744)  (199)

(Benefit) provision for income taxes

  (265)  92 

Net loss

 $(2,479) $(291)
         

Reclassification of stranded tax effect of derivative financial instruments to net loss

  (378)  — 

Unrealized gain resulting from change in fair value of derivative instruments, net of tax

  —   714 
         

Comprehensive (loss) income

 $(2,857) $423 
         

Net loss per common share:

        

Basic

 $(0.41) $(0.05)

Diluted

 $(0.41) $(0.05)
         

Weighted average common shares outstanding

        

Basic

  6,074,576   6,006,592 

Diluted

  6,074,576   6,006,592 

 

See accompanying notes to condensed consolidated financial statements.

 

3

 

 

Natural Alternatives International, Inc.

Condensed Consolidated Statements of Stockholders’ Equity

Three-Month Periods Ended September 30, 2026 and 2025

(Dollars in thousands)

(Unaudited)

 

                          

Accumulated

     
          

Additional

              

Other

     
  

Common Stock

  

Paid-in

  

Retained

  

Treasury Stock

  

Comprehensive

     
  

Shares

  

Amount

  

Capital

  

Earnings

  

Shares

  

Amount

  

Income (Loss)

  

Total

 

Balance, June 30, 2026

  9,651,906  $94  $34,213  $38,696   3,385,364  $(23,343) $299  $49,959 

Compensation expense related to stock compensation plans

  —   —   91   —   —   —   —   91 

Repurchase of common stock

  —   —   —   —   1,695   (3)  —   (3)

Forfeiture of restricted stock

  —   —   —   —   5,666   —   —   — 

Reclassification of stranded tax effect of derivative financial instruments to net loss

  —   —   —   —   —   —   (378)  (378)

Net loss

  —   —   —   (2,479)  —   —   —   (2,479)

Balance, September 30, 2026

  9,651,906  $94  $34,304  $36,217   3,392,725  $(23,346) $(79) $47,190 
                                 

Balance, June 30, 2025

  9,504,906  $93  $33,611  $59,391   3,326,693  $(23,254) $(1,415) $68,426 

Compensation expense related to stock compensation plans

  —   —   177   —   —   —   —   177 

Repurchase of common stock

  —   —   —   —   1,435   (5)  —   (5)

Unrealized gain resulting from change in fair value of derivative instruments, net of tax

  —   —   —   —   —   —   714   714 

Net loss

  —   —   —   (291)  —   —   —   (291)

Balance, September 30, 2025

  9,504,906  $93  $33,788  $59,100   3,328,128  $(23,259) $(701) $69,021 

 

 

See accompanying notes to condensed consolidated financial statements.

 

4

 

 

Natural Alternatives International, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

 

  

Three Months Ended

 
  

September 30,

 
  

2026

  

2025

 

Cash flows from operating activities

        

Net loss

 $(2,479) $(291)

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

        

Depreciation and amortization

  1,037   1,166 

Stock-based compensation

  91   177 

Non-cash lease expense

  873   1,305 

Pension expense, net of contributions

  24   13 

Loss on disposal of assets

  3   1 

Changes in operating assets and liabilities:

        

Accounts receivable

  8,224   (4,268)

Inventories, net

  2,588   (5,783)

Prepaids and other assets

  (356)  (732)

Accounts payable and accrued liabilities

  (7,931)  4,933 

Forward contracts

  —   171 

Accrued compensation and employee benefits

  663   853 

Operating lease liabilities

  (1,297)  (1,249)

Income taxes

  (244)  (319)

Net cash provided by (used in) operating activities

  1,196   (4,023)
         

Cash flows from investing activities

        

Purchases of property and equipment

  (264)  (1,030)

Net cash used in investing activities

  (264)  (1,030)
         

Cash flows from financing activities

        

Borrowing on line of credit

  28,994   13,608 

Repayments under line of credit

  (30,470)  (13,057)

Repayments under long-term debt

  (184)  (74)

Repurchase of common stock

  (3)  (5)

Net cash (used in) provided by financing activities

  (1,663)  472 
         

Net decrease in cash, cash equivalents and restricted cash

  (731)  (4,581)

Cash, cash equivalents and restricted cash at beginning of year

  7,474   12,325 

Cash, cash equivalents and restricted cash at end of year

 $6,743  $7,744 
         

Supplemental disclosures of cash flow information

        

Cash paid during the period for:

        

Interest

 $402  $146 

Income taxes

 $2  $412 

Non-cash purchases of property and equipment

 $497  $35 

 

See accompanying notes to condensed consolidated financial statements.

 

5

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(UNAUDITED)

 

A. Basis of Presentation and Summary of Significant Accounting Policies

 

The accompanying interim unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and with applicable rules and regulations. Pursuant to such rules and regulations, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) have been condensed or omitted. In management’s opinion, all adjustments necessary for a fair presentation of the financial position, results of operations, stockholders’ equity, and cash flows have been included and are of a normal, recurring nature. The results of operations for the three months ended September 30, 2026 are not necessarily indicative of the operating results for the full fiscal year or for any future periods.

 

You should read the financial statements and these notes, which are an integral part of the financial statements, together with our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended  June 30, 2026 (“2026 Annual Report”). The accounting policies used to prepare the financial statements included in this Report are the same policies described in the notes to the consolidated financial statements in our 2026 Annual Report unless otherwise noted below.

 

Recently Adopted Accounting Pronouncements

 

In July 2025, the FASB issued ASU 2025-05, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets to introduce a practical expedient intended to simplify the estimation of expected credit losses on current accounts receivable and contract assets arising from revenue transactions under ASC 606. The practical expedient permits entities to assume that current conditions as of the reporting date remain unchanged for the remaining life of the asset. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025, including interim periods within those fiscal years, with early adoption permitted. The provisions under ASU 2025-05 should be applied on a prospective basis. We adopted the new standard beginning July 1, 2026 for the interim period ended September 30, 2026 with prospective application. Adoption of ASU 2025-05 did not have a material impact on our financial statements.

 

Recently Issued Accounting and Regulatory Pronouncements

 

Recently issued accounting pronouncements are not discussed in this Report as such pronouncements did not have, and are not believed by management to have, a material impact on present or future financial statements.

 

Reclassifications

 

Certain amounts in the prior period consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications had no effect on reported results of operations.

 

Going Concern

 

Management evaluated whether conditions and events, considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date our financial statements are issued.

 

As of September 30, 2026, we had $6.7 million in cash, cash equivalents and restricted cash of which $6.3 million was held by our wholly owned Swiss subsidiary Natural Alternatives International Europe S.A., ("NAIE").

 

On  May 18, 2026, we entered into a new domestic credit facility with Legacy Corporate Lending, LLC (“Legacy”) (Note F). The new credit facility includes a fixed charge coverage ratio covenant requirement as defined in the Loan and Security Agreement that is based on only domestic operations and is first measured for the nine months ending  September 30, 2026 and remeasured each month thereafter. We did not comply with the covenant required under the Loan and Security Agreement as of September 30, 2026 due to a decrease in U.S. sales during the first quarter of our fiscal year 2027 versus our projections. As a result, all outstanding borrowings under the agreement, including $10.0 million of debt previously classified as long term, have now been classified as current liabilities in the accompanying condensed consolidated Balance Sheet. We have advised our lender that we are not in compliance with the covenant as of September 30, 2026 and that we do not expect to be in compliance during our fiscal year 2027 under the current terms of the agreement. We are in discussions with our lender regarding a forbearance letter, waiver, amendment, or other remedy for these events of non-compliance. To date, our lender has not indicated they intend to exercise their rights to terminate the credit agreement, and we continue to have full utilization of the credit facility, including ongoing borrowing and repayment activity. There is no assurance a forbearance letter, waiver, amendment, or other remedy will be available or what the difference in amount, cost and other factors related to the credit facility may be.

 

Management identified the following conditions that raised substantial doubt about the Company’s ability to continue as a going concern:

 

 

•

Net losses and negative operating cash flows;

 

 

•

Non-compliance of the financial covenant requirements of Legacy for the nine months ending  September 30, 2026 and a forecasted inability to meet future covenants during our fiscal year 2027; and

 

 

•

Our inability to satisfy amounts owed under the current line of credit and term loan with cash currently available in the event Legacy elects to declare a default and exercise its rights following a default under the Loan and Security Agreement.

 

6

 

To address these conditions, management has implemented the following actions:

 

 

•

We currently have our corporate headquarters classified as held for sale, of which we expect to generate net positive cash flow from a future sale;

 

 

•

Management continues to focus on growing sales through the expansion of existing customer relationships and new customer relationships;

 

 

•

Management is evaluating cost containment and reduction opportunities in an effort to improve financial results while also improving working capital usage;

 

 

•

After careful consideration of the Company's current financial position and strategic objectives, management has determined the sale of our Carlsbad, California powder processing and storage facility is in the best interests of the Company and its stockholders. The Board of Directors has concluded divesting this real property asset will provide the Company with additional liquidity needed to manage cash flows and reduce the overall debt load while improving capacity utilization. In light of the Company's recent operating challenges, management believes unlocking the capital currently held in this facility will allow the Company to extinguish the outstanding term-note on this property, reduce persistent excess capacity in our contract manufacturing segment, and better size the Company for sustainable growth. Management has begun consolidating production into our Vista, California manufacturing facility with no disruptions to production of customers' products; and

 

 

•

Initiated a comprehensive review process to explore strategic alternatives focused on maximizing shareholder value including evaluating a full range of growth paths, potential mergers, acquisitions, joint ventures, or a sale of the Company.

 

Management has prepared cash flow projections incorporating these plans, as well as projected sales growth reflecting our best estimates of future operating performance and liquidity needs. Management believes these plans will allow the Company to mitigate the current conditions that have raised substantial doubt about the Company’s ability to continue as a going concern. While management plans to take the actions noted above, there can be no assurance we will be successful in our efforts to obtain a waiver, amendment, or obtain alternative financing or avoid future issues maintaining compliance with financial covenants.

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

Cash, Cash Equivalents, and Restricted Cash

 

We consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Amounts classified as restricted cash are for a lockbox arrangement with our lender.

 

The following table sets forth the Company’s reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated statement of cash flows that equals the total of the same amounts shown in the condensed consolidated balance sheets as of September 30, 2026 and September 30, 2025:

 

  

2026

  

2025

 

Supplemental disclosures of cash flow information

        

Cash and cash equivalents

 $6,485  $7,744 

Restricted cash (1)

  258   — 

Cash, cash equivalents and restricted cash

 $6,743  $7,744 

 

(1) Restricted cash is comprised of payment receipts from our customers used to reduce borrowing on the outstanding balance of our line of credit.

 

Net Loss per Common Share

 

We compute net loss per common share using the weighted average number of common shares outstanding during the period, and diluted net loss per common share using the additional dilutive effect of all dilutive securities. The dilutive impact of unvested restricted shares accounts for the additional weighted average shares of common stock outstanding for our diluted net loss per common share computation. We calculated basic and diluted net loss per common share as follows (in thousands, except per share data):

 

  

Three Months Ended

 
  

September 30,

 
  

2026

  

2025

 

Numerator

        

Net loss

 $(2,479) $(291)
         

Denominator

        

Basic weighted average common shares outstanding

  6,075   6,007 

Dilutive effect of restricted stock

  —   — 

Diluted weighted average common shares outstanding

  6,075   6,007 
         

Basic net loss per common share

 $(0.41) $(0.05)
         

Diluted net loss per common share

 $(0.41) $(0.05)

 

We exclude the impact of restricted stock from the calculation of diluted net loss per common share in periods where we have a net loss or when their inclusion would be antidilutive. During the three months ended September 30, 2026, we excluded 183,491 shares of unvested restricted stock. During the three months ended September 30, 2025, we excluded 170,724 shares of unvested restricted stock.

 

7

 

Revenue Recognition

 

We record revenue based on a five-step model which includes: (1) identifying a contract with a customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price among the performance obligations; and (5) recognizing revenue as each of the various performance obligations are satisfied.

 

Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling one or more performance obligations. We identify purchase orders from customers as contracts. The amount of consideration expected to be received, and revenue recognized includes estimates of variable consideration, including estimates for early payment discounts and volume rebates. Such estimates are calculated using historical averages adjusted for any expected changes due to current business conditions. We review and update these estimates at the end of each reporting period and the impact of any adjustments is recognized in the period the adjustments are identified. In assessing whether collection of consideration from a customer is probable, we consider both the customer's ability and intent to pay that amount of consideration when it is due. Payment of invoices is due as specified in the underlying customer agreement, which is typically 30 days from the invoice date. Invoices are generally issued on the date of transfer of control of the products ordered to the customer.

 

Revenue is recognized at the point in time that each of our performance obligations is fulfilled, and control of the ordered products is transferred to the customer. This transfer occurs when the product is shipped, or in some cases, when the product is delivered to the customer.

 

We recognize revenue in certain circumstances before delivery to the customer has occurred (commonly referred to as bill-and-hold transactions). Products sold under bill-and-hold arrangements are recorded as revenue when risk of ownership has been transferred to the customer, but the product has not shipped due to a substantive reason, typically at the customer’s request. The product must be separately identified as belonging to the customer, ready for physical transfer to the customer, and we cannot have the ability to redirect the product to another customer.

 

We provide early payment discounts to certain customers. We evaluate the likelihood of customers taking advantage of these discounts based on historical payment trends. The cost of these discounts is reported as a reduction to the transaction price. If the actual discounts differ from those estimated, the difference is also reported as a change in the transaction price. We require prepayment from certain customers. We record any payments received in advance of contract fulfillment as a contract liability, and they are classified as customer deposits on the consolidated balance sheet.

 

Contract liabilities and revenue recognized were as follows (in thousands):

 

  

June 30, 2026

  

Additions

  

Revenue Recognized

  

Customer Refunds

  

September 30, 2026

 

Contract Liabilities (Customer Deposits)

 $1,320  $848  $(1,066) $—  $1,102 

 

  

June 30, 2025

  

Additions

  

Revenue Recognized

  

Customer Refunds

  

September 30, 2025

 

Contract Liabilities (Customer Deposits)

 $1,364  $732  $(1,165) $(1) $930 

 

Except for product defects, no right of return exists on the sale of our products. We estimate returns based on historical experience and recognize a returns liability for any estimated returns. As of  September 30, 2026 and June 30, 2026, we had no estimated returns liability.

 

We currently own certain U.S. patents, and each patent’s corresponding foreign patent applications. All of these patents and patent rights relate to the ingredient known as beta-alanine marketed and sold under our CarnoSyn®, SR CarnoSyn®, CarnoSyn® 4X and TriBsyn® trademarks. We recorded beta-alanine raw material sales, and royalty and licensing income as a component of revenue in the amount of $2.6 million during the three months ended September 30, 2026. We similarly recorded $1.7 million during the three months ended September 30, 2025. These royalty income and raw material sale amounts resulted in royalty expense paid to the original patent holders from whom NAI acquired their patents and patent rights. We recognized royalty expense as a component of cost of goods sold in the amount of approximately $25,000 during the three months ended September 30, 2026. We recorded approximately $66,000 of royalty expense during the three months ended  September 30, 2025. In July 2026, our patents related to instant release beta-alanine expired and the royalty expense agreement terminated.

 

Stock-Based Compensation

 

The Board of Directors approved our current omnibus equity incentive plan that became effective January 1, 2021 (the “2020 Plan”). The 2020 Plan was approved by our stockholders at the Annual Meeting of Stockholders on December 4, 2020. Under the 2020 Plan, we may grant nonqualified and incentive stock options, restricted stock grants, restricted stock units, stock appreciation rights, and other stock-based awards to employees, non-employee directors and consultants.

 

At our Annual Meeting of Stockholders held on  December 5, 2025, our stockholders approved an Amendment to the 2020 Plan to extend its term for five more years and increase the number of shares reserved to the Plan by 550,000 shares.

 

We did not have any stock option activity or stock options outstanding during the three months ended September 30, 2026, or September 30, 2025.

 

We did not grant any restricted stock shares during the three months ended September 30, 2026, or September 30, 2025. During the three months ended September 30, 2026, 5,666 restricted stock shares were forfeited. During the three months ended September 30, 2025, no restricted stock shares were forfeited. Our net losses included stock-based compensation expense from vesting of prior restricted stock grants of $0.1 million for the three months ended September 30, 2026 and $0.2 million for the three months ended September 30, 2025.

 

8

 

Deferred Compensation Plan

 

Effective July 16, 2020, the Board of Directors approved and adopted a Non-Qualified Incentive Plan (the “Incentive Plan”). Pursuant to the Incentive Plan, the Human Resources Committee and the Board of Directors may make deferred cash payments or other cash awards (“Awards”) to directors, officers, employees of NAI and eligible consultants (“Participants”). These Awards are made subject to conditions precedent that must be met before NAI is obligated to make the payment. The purpose of the Incentive Plan is to enhance the long-term stockholder value of NAI by providing the Human Resources Committee and the Board of Directors the ability to make deferred cash payments or other cash awards to encourage Participants to serve NAI or to remain in the service of NAI, or to assist NAI to achieve results determined by the Human Resources Committee or the Board of Directors to be in NAI's best interest.

 

The Incentive Plan authorizes the Human Resources Committee or the Board of Directors to grant to, and administer, unsecured and deferred cash Awards to Participants and to subject each Award to whatever conditions are determined appropriate by the Human Resources Committee or the Board of Directors. The terms of each Award, including the amount and any conditions that must be met to be entitled to payment of the Award are set forth in an Award Agreement between each Participant and NAI. The Incentive Plan provides the Board of Directors with the discretion to set aside assets to fund the Incentive Plan although that has not been done to date.

 

We did not grant any deferred cash awards during the three months ended September 30, 2026 and September 30, 2025. 

 

No deferred cash awards were forfeited during the three months ended September 30, 2026 and September 30, 2025.

 

Fair Value Measurements

 

Except for cash, cash equivalents and restricted cash as of September 30, 2026, and June 30, 2026, we did not have any financial assets or liabilities classified as Level 1. We classify derivative forward exchange contracts as Level 2 assets and liabilities. The fair values are determined by obtaining pricing from the facilitating lender or broker and corroborating those values with a third-party bank or pricing service.

 

As of September 30, 2026, and June 30, 2026, we did not hold any derivative instruments classified as Level 2 assets and liabilities.

 

We also classify any outstanding line of credit and term loan balance as a Level 2 liability as the fair value is based on inputs that can be derived from information available in publicly quoted markets. As of September 30, 2026, we had $6.3 million outstanding on our line of credit and $10.8 million outstanding on our term loan.  As of June 30, 2026, we had $7.7 million outstanding on our line of credit and $10.9 million outstanding on our term loan.  As of September 30, 2026, we did not have any financial assets or liabilities classified as Level 3. We recognized a non-cash impairment charge of $10.4 million to write down property and equipment, net to reflect the lower of their estimated fair values or carrying amount as of June 30, 2026. Our estimates of fair value measurements used to calculate the impairment loss were classified as Level 3 within the fair value hierarchy due to the use of significant unobservable inputs and management's own assumptions regarding future cash flows. There were no nonrecurring fair value measurements recorded during the three months ended September 30, 2026. We did not transfer any assets or liabilities between these levels during fiscal 2027 to date or fiscal 2026.

 

Assets Held for Sale

 

During the fourth quarter of fiscal year 2026 after careful consideration of our financial position and strategic objectives, management determined the sale of the Company's corporate headquarters building was in the best interests of the Company and its stockholders. The Board of Directors concluded divesting this real property asset would provide us with enhanced financial flexibility and additional liquidity needed to pursue business opportunities. By the end of the fourth quarter of fiscal year 2026, we had met all of the criteria required for treatment of the building, land and other fixed assets as assets held for sale. The assets held for sale are located in Carlsbad, California and are reported at their combined carrying value of $4.0 million as of  September 30, 2026. We estimate the sale of these assets to occur during our fiscal year 2027. No impairment loss was recognized upon the change of classification to assets held for sale. Depreciation and amortization on these long-lived assets ceased at the time of their classification changed to held for sale.

 

 

B. Inventories, net

 

Inventories, net consisted of the following (in thousands):

 

  

September 30,

  

June 30,

 
  

2026

  

2026

 

Raw materials

 $20,286  $21,508 

Work in progress

  5,008   6,087 

Finished goods

  3,557   3,516 

Reserve

  (686)  (358)

Inventories, net

 $28,165  $30,753 

 

9

 
 

C. Property and Equipment

 

Property and equipment consisted of the following (in thousands):

 

  

Depreciable Life

  

September 30,

  

June 30,

 
  

In Years

  

2026

  

2026

 

Land

 

NA

  $5,132  $5,132 

Building and building improvements

 7 – 39   14,658   14,606 

Machinery and equipment

 3 – 12   41,704   41,146 

Office equipment and furniture

 3 – 5   6,433   6,432 

Vehicles

 3   237   237 

Leasehold improvements

 1 – 20   26,286   26,282 

Total property and equipment

     94,450   93,835 

Less: accumulated depreciation and amortization

     (59,124)  (58,230)

Property and equipment, net

    $35,326  $35,605 

 

Depreciation and amortization expense was approximately $1.0 million during the three months ended  September 30, 2026 and $1.2 million during the three months ended  September 30, 2025.

 

As of June 30, 2026, we had met all of the criteria required for treatment of the Company's corporate headquarters building, land and other fixed assets located in Carlsbad, California as assets held for sale. The assets held for sale are reported at their combined carrying value of $4.0 million as of  June 30, 2026. We estimate the sale of these assets to occur during our fiscal year 2027. No impairment losses were recognized during the three months ended September 30, 2026.

 

 

D. Other Comprehensive Loss

 

Other comprehensive (loss) income (“OCL” and “OCI”) consisted of the following during the three months ended September 30, 2026, and September 30, 2025 (in thousands):

 

  

Three Months Ended

     
  

September 30, 2026

     
  

Defined

  

Unrealized (Losses)

     
  

Benefit

  

Gains on

     
  

Pension

  

Cash Flow

     
  

Plan

  

Hedges

  

Total

 

Beginning Balance

 $(79) $378  $299 

Reclassification of stranded tax effect of derivative financial instruments to net loss

  —   (378)  (378)

Net current period OCI

  —   (378)  (378)

Ending Balance

 $(79) $—  $(79)

 

  

Three Months Ended

     
  

September 30, 2025

     
  

Defined

  

Unrealized Gains

     
  

Benefit

  

(Losses) on

     
  

Pension

  

Cash Flow

     
  

Plan

  

Hedges

  

Total

 

Beginning Balance

 $(228) $(1,187) $(1,415)

OCL before reclassifications

  —   313   313 

Amounts reclassified to sales

  —   401   401 

Tax effect of OCI activity

  —   —   — 

Net current period OCI

  —   714   714 

Ending Balance

 $(228) $(473) $(701)

 

 

E. Leases

 

We currently lease our Vista, California product manufacturing facility and Lugano, Switzerland product manufacturing and support facilities.

 

On July 18, 2023, we entered into a Fourth Amendment to the Lease of our Vista, California manufacturing facility. The Fourth Amendment extended the term of the Lease by an additional ten years and five months commencing April 1, 2024. The amended lease covering two buildings and approximately 162,000 square feet resulted in an increase in base rent to $1.50 per square foot, after five free months of base rent beginning at the commencement of the extended term. NAI has constructed substantial improvements to the facilities prior to and since the Fourth Amendment including but not limited to recent installation of an approximately $2.4 million solar electrical generating system on both buildings, and other substantial improvements. Pursuant to the Fourth Amendment, the Landlord reimbursed NAI for $1.1 million of these recent tenant improvements to the buildings. Our lease liability and Right of Use asset were both increased by approximately $25.9 million as a result of this lease extension effective on the date that the Fourth Amendment was executed. We reevaluated our leased property in Vista as of June 30, 2026 and determined that it was no longer reasonably certain we would exercise an option to extend the term of the Lease that is included in the Fourth Amendment to the Lease. As a result, our lease liability and right-of-use asset as of  June 30, 2026 both decreased by $14.1 million due to this remeasurement.

 

10

 

On June 9, 2026, NAIE provided notice of termination related to a warehouse NAIE leased in Manno, Switzerland primarily for additional storage space. The notice of termination reduced the lease term of the warehouse by one year and six months, thus ending on December 31, 2026. NAIE's lease liability and right-of-use asset as of  June 30, 2026 both decreased by approximately $0.3 million as a result of the termination of the lease agreement.

 

On July 2, 2026, NAIE entered into a lease agreement for a different warehouse in Manno, Switzerland.  The new lease is effective beginning October 15, 2026 and expires on October 31, 2031. NAIE's lease liability and right-of-use asset as of the effective date both increased by approximately $0.2 million as a result of this new lease.

 

Our leases are classified as operating leases. Substantially all our operating leases are comprised of payments for the use of manufacturing and office space. We have no leases classified as finance leases. As of September 30, 2026, the weighted average remaining lease term for our operating leases was 7.2 years and the weighted average discount rate for our operating leases was 7.31%. As of June 30, 2026, the weighted average remaining lease term for our operating leases was 7.4 years and the weighted average discount rate was 7.31%.

 

Other information related to leases as of September 30, 2026, and September 30, 2025, was as follows (in thousands):

 

Supplemental Cash Flow Information

 

Three Months Ended

  

Three Months Ended

 
  

September 30, 2026

  

September 30, 2025

 

Cash paid for amounts included in the measurement of operating lease liabilities

 $1,261  $1,254 

  

 

F. Debt

 

On  May 18, 2026, we entered into a new domestic credit facility with Legacy Corporate Lending. This new credit facility includes a new real estate term loan for $11.0 million secured by our powder processing and warehouse property in Carlsbad, California, and a working capital line of credit with a maximum borrowing capacity of $20.0 million subject to a borrowing-base calculation. The new line of credit is secured by all the assets of the Company, excluding NAIE's assets. The new line of credit bears interest at a rate of 4.5% above the Term Secured Overnight Financing Rate (“Term SOFR”), while the real estate term loan was amortized over 15 years and initially bore interest at a fixed rate of 14.0% until such time as Legacy completed an appraisal and any necessary other documentation after which the interest rate reverted to 5.0% above Term SOFR. Effective  July 14, 2026, NAI successfully completed the required appraisal and documentation thereby reducing the interest rate to 5% above Term SOFR. The credit facility includes a 0.50% unused commitment fee and a one-time closing fee of 1.0% of the total committed credit amount. The term of this new credit facility is three years maturing on May 18, 2029. Early termination of the credit facility prior to its maturity date is subject to a prorated prepayment penalty fee determined as 1%, 2% or 3% of the combined outstanding balance of the line of credit and term loan based on the termination date and applicable anniversary year. This credit facility contains covenants which restrict our ability to declare dividends to our shareholders and repurchase our outstanding common stock. The credit facility includes a fixed charge coverage ratio covenant requirement as defined in the Loan and Security Agreement that is based on only domestic operations and is first measured for the nine months ended  September 30, 2026. We did not comply with the covenant required under the Loan and Security Agreement as of September 30, 2026 due to a decrease in U.S. sales during the first quarter of our fiscal year 2027 versus our projections. As a result, all outstanding borrowings under the agreement, including $10.0 million of debt previously classified as long term, have now been classified as current liabilities in the accompanying condensed consolidated Balance Sheet. We have advised our lender that we are not in compliance with the covenant as of September 30, 2026 and that we do not expect to be in compliance during our fiscal year 2027 under the current terms of the agreement. We are in discussions with our lender regarding a forbearance letter, waiver, amendment, or other remedy for these events of non-compliance. To date, our lender has not indicated they intend to exercise their rights to terminate the credit agreement, and we continue to have full utilization of the credit facility, including ongoing borrowing and repayment activity. There is no assurance a forbearance letter, waiver, amendment, or other remedy will be available or what the difference in amount, cost, and other factors related to the credit facility may be.

 

On May 18, 2026, the new credit facility was used to extinguish all our prior indebtedness with Wells Fargo Bank including repayment of $10.0 million due on our prior line of credit and $8.7 million on our prior term loan thus releasing all our assets formally securing those debts.

 

As of September 30, 2026, we had $11.8 million available of the maximum borrowing capacity under the terms of our new credit line, of which we had outstanding borrowings of $6.3 million. We also owed $10.8 million on the new real estate term loan. As of June 30, 2026, we had $17.7 million available of the maximum borrowing capacity on our new line of credit of which we had outstanding borrowings of $7.7 million. We also owed $10.9 million on the new real estate term loan.

 

For many years prior to our new credit facility with Legacy, we had a credit line with Wells Fargo Bank, N.A (“Wells Fargo”). The credit line had been amended, modified, and extended several times, most recently on  June 20, 2025, when we entered into a Sixth Amendment to Credit Agreement. The Sixth Amendment waived all prior instances of non-compliance and preemptively waived anticipated non-compliance with covenants in the quarter ending  June 30, 2025. With that amendment, the maximum borrowing limit was reduced to $10.0 million based on a borrowing base calculation and was secured by our accounts receivable and other rights to payment, general intangibles, inventory, equipment, and fixtures. Interest under this credit facility was equal to 3.25% above the applicable Secured Overnight Financing Rate (“SOFR”) and also included an unused commitment fee of 0.375%. We also had a Term Note with Wells Fargo that we entered into on  August 16, 2021 to borrow part of the purchase price of our powder processing and warehouse property in Carlsbad, California. The Term Note had been secured by a first mortgage on that property. The Term Note was in the original principal amount of $10.0 million and was a seven-year note with payments fully amortized based on a twenty-five year assumed term. Amounts outstanding on this note during the term of the agreement bore interest at the rate of 1.8% above the SOFR rolling 30-day average.

 

We also have historically had a foreign currency hedging credit line with Wells Fargo to hedge foreign currency exposure up to 12 months in the future. As part of the above noted refinancing, Wells Fargo required us to extinguish and settle our remaining outstanding foreign currency hedge contracts. As a result, we net settled our remaining contracts as of  May 11, 2026, and we terminated our hedging line of credit with Wells Fargo.

 

On June 17, 2026, our subsidiary NAIE entered into a new Credit Agreement with UBS Switzerland AG (“UBS”). This new Credit Agreement is a line of credit with maximum borrowing capacity of CHF 2.0 million secured by NAIE’s accounts receivables. Variable rates of interest are determined by a currency-specific base rate plus a margin. As of September 30, 2026, NAIE was in compliance with the Credit Agreement. NAIE paid a one-time facility origination fee of CHF 15,000 to bind the Credit Agreement for an indefinite term.

 

11

  
 

G. Economic Dependency

 

We had substantial net sales to certain customers during the periods shown in the following table. The loss of any of these customers, or a significant decline in (i) sales to these customers, (ii) the growth rate of sales to these customers, or (iii) these customers’ ability to make payments when due, each individually could have a material adverse impact on our net sales and net operating results. Net sales to any one customer representing 10% or more of the respective period's consolidated net sales were as follows (in thousands):

 

  

Three Months Ended

 
  

September 30,

 
  

2026

  

2025

 
         

Customer 1

 $8,235  $4,809 

Customer 2

  5,062   14,446 

Customer 3

 

(a)

   3,860 
  $13,297  $23,115 

 

(a) Sales were less than 10% of the respective period's consolidated net sales.

 

Accounts receivable from these customers totaled $5.9 million at September 30, 2026 and $12.3 million at June 30, 2026.

 

We buy certain products, including beta-alanine, from a limited number of raw material suppliers who meet our quality standards. The loss of any of these suppliers could have a material adverse impact on our net sales and results of operations. Raw material purchases from any one supplier representing 10% or more of the respective period’s total raw material purchases were as follows (dollars in thousands):

 

  

Three Months Ended

 
  

September 30,

 
  

2026

  

2025

 
         

Supplier 1

 $4,649  (a) 
  $4,649  $- 

   

(a) Purchases were less than 10% of the respective period’s total raw material purchases.

 

 

H. Segment Information

 

Our business consists of two segments for financial reporting purposes. The two segments are identified as (i) private-label contract manufacturing, which primarily relates to the provision of private-label contract manufacturing services to companies that market and distribute nutritional supplements and other health care products, and (ii) patent and trademark licensing, which primarily includes direct raw material sales and royalty income from our license and supply agreements associated with the sale and use of beta-alanine under our CarnoSyn®, SR CarnoSyn®, CarnoSyn® 4X and TriBsyn® trademarks.

 

The chief operating decision maker is the Company's Chief Executive Officer, who, in conjunction with senior management, evaluates segment performance based on a number of factors. The primary performance measures for each segment are net sales and income or loss from operations before corporate allocations. Operating income or loss for each segment does not include corporate general and administrative expenses, interest expense and other miscellaneous income and expense items. Corporate general and administrative expenses include, but are not limited to human resources, corporate legal, finance, information technology, and other corporate level related expenses, which are not allocated to any segment. Transfers of raw materials between segments are recorded at cost. The accounting policies of our segments are the same as those described in the summary of significant accounting policies in Note A and in the consolidated financial statements included in our 2026 Annual Report.

 

12

 

Our operating results by business segment for the three months ended September 30, 2026 were as follows (in thousands):

 

              

Natural

 
          

Corporate

  

Alternatives

 
  

Private-label

  

Patent and

  

expenses

  

International

 
  

contract

  

trademark

  

not allocated

  

Inc.

 
  

manufacturing

  

licensing

  

to segments

  

Consolidated

 
                 

Net sales

 $25,557  $2,564  $-  $28,121 

Cost of goods sold

  26,209   646   -   26,855 

Gross profit

  (652)  1,918   -   1,266 

Selling, general and administrative expenses

  1,300   494   2,054   3,848 

(Loss) income from operations

  (1,952)  1,424   (2,054)  (2,582)
                 

Other income (expense):

                

Interest income

  9   -   -   9 

Interest expense

  (560)  -   -   (560)

Foreign exchange gain

  395   -   -   395 

Other, net

  (6)  -   -   (6)

Total other expense

  (162)  -   -   (162)
                 

(Loss) income before income taxes

  (2,114)  1,424   (2,054)  (2,744)

Benefit for income taxes

           (265)

Net loss

          $(2,479)
                 
                 

Other supplemental information:

                

Stock-based compensation

 $88  $3  $-  $91 

Depreciation and amortization

  1,035   2   -   1,037 

Capital expenditures

  761   -   -   761 

 

Our operating results by business segment for the three months ended September 30, 2025 were as follows (in thousands):

   

              

Natural

 
          

Corporate

  

Alternatives

 
  

Private-label

  

Patent and

  

expenses

  

International

 
  

contract

  

trademark

  

not allocated

  

Inc.

 
  

manufacturing

  

licensing

  

to segments

  

Consolidated

 
                 

Net sales

 $36,065  $1,665  $-  $37,730 

Cost of goods sold

  32,909   424   -   33,333 

Gross profit

  3,156   1,241   -   4,397 

Selling, general and administrative expenses

  1,353   529   2,231   4,113 

Income (loss) from operations

  1,803   712   (2,231)  284 
                 

Other income (expense):

                

Interest income

  30   -   -   30 

Interest expense

  (226)  -   -   (226)

Foreign exchange loss

  (301)  -   -   (301)

Other, net

  14   -   -   14 

Total other expense

  (483)  -   -   (483)
                 

Income (loss) before income taxes

  1,320   712   (2,231)  (199)

Provision for income taxes

           92 

Net loss

          $(291)
                 
                 

Other supplemental information:

                

Stock-based compensation

 $162  $15  $-  $177 

Depreciation and amortization

  1,164   2   -   1,166 

Capital expenditures

  1,030   -   -   1,030 

 

Total assets by segment were as follows (in thousands):

  

September 30, 2026

  

June 30, 2026

 

Private-label contract manufacturing

 $72,501  $85,632 

Patent and trademark licensing

  42,030   40,814 

Total Assets

 $114,531  $126,446 

 

13

 
 

I. Income Taxes

 

As of September 30, 2026, we maintained a full valuation allowance against our net U.S. deferred tax assets due to cumulative losses from U.S. operations. As a result, our income tax benefit for the three months ended September 30, 2026 primarily related to the reclassification of the stranded tax effect of derivative financial instruments in Other Comprehensive Income, offset by taxes incurred by our Swiss subsidiary, NAIE. Our effective tax rates for the three months ended September 30, 2026 differed from the 21% U.S. federal statutory rate primarily due to the valuation allowance, the reclassification of the stranded tax effect of derivative financial instruments and foreign income tax rate differentials. Our effective tax rates for the three months ended  September 30, 2025 differed from the 21% U.S. federal statutory rate primarily due to the valuation allowance and foreign income tax rate differentials. We recognize interest and penalties related to uncertain tax positions, if any, as income tax expense.

 

J. Treasury Stock

 

At times we have purchased our shares under a stock repurchase plan (“Repurchase Plan”) authorized by the Board of Directors. The current total authorized repurchase amount is $18.0 million and as of September 30, 2026, we had approximately $716,000 remaining available under the Repurchase Plan. Under the Repurchase Plan, we may, from time to time, purchase shares of our common stock, depending upon certain market conditions, in open market or privately negotiated transactions. Our credit agreement with Legacy Corporate Lending currently prohibits most stock repurchases. As a result, until that restriction is modified or removed, we do not intend to purchase our shares other than our longstanding practice of purchasing shares from our employees in exchange for paying the employees’ withholding requirements upon vesting of restricted stock held by the employee. This practice of covering withholding requirements is allowed in our credit agreement with Legacy.

 

Stock repurchases for the three months ended September 30, 2026 were as follows:

  

Shares

  

Average Cost

  

Total Cost (in thousands)

 

Shares purchased under Repurchase Plan

  —  $—  $— 

Shares acquired from employees for restricted stock vesting

  1,695  $1.94  $3 

Total

  1,695      $3 

 

Stock repurchases for the three months ended September 30, 2025 were as follows:

  

Shares

  

Average Cost

  

Total Cost (in thousands)

 

Shares purchased under Repurchase Plan

  —  $—  $— 

Shares acquired from employees for restricted stock vesting

  1,435  $3.61  $5 

Total

  1,435      $5 

 

Shares acquired from employees for restricted stock vesting may be returned to us by the related employees and in return we pay each employee’s required tax withholding resulting from the vesting of restricted shares. The valuation of the shares acquired and thereby the number of shares returned to us is calculated based on the closing share price on the date the shares vested.

 

 

K. Contingencies

 

From time to time, we become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to product liability, employment, intellectual property, tax, regulation, contract or other matters. The resolution of these matters as they arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. While unfavorable outcomes are possible, based on available information, we generally do not believe the resolution of these matters will result in a material adverse effect on our business, consolidated financial condition, or results of operations and the price of our common stock. However, a settlement payment or unfavorable outcome could adversely impact our results of operations. Our evaluation of the likely impact of these actions could change in the future, and we could have unfavorable outcomes we do not expect.

 

Settlement of Legal Proceeding

 

In December 2023, we were sued by three former employees in two separate, but substantially identical matters brought by the same law firm. The lawsuits were filed as a putative class action and a California Private Attorney General Action seeking awards for all similarly situated employees going back ten years or more. We responded to these actions and agreed to submit the matters for mediation. On July 3, 2025, the mediation took place, and a tentative settlement agreement was reached whereby we agreed to contribute a maximum of $1.25 million. The court has consolidated the two actions. The settlement was brought before the court and an attempt to contact all similarly situated employees was made for them to participate at their discretion. The court agreed to the settlement. Payment was remitted in the first quarter of our fiscal year 2027, and final court approval and termination of the proceedings is expected to take place in February 2027. Although we were not found liable and did not admit liability, we accrued the maximum settlement amount in our results of operations along with estimated related legal fees.

 

14

 

Geopolitical Uncertainty

 

Management is monitoring the 2026 Iran War in the Middle East, the Russo-Ukrainian war in Eastern Europe, and on-going conflicts in Sudan and Syria, and potential economic effects from these events as they develop. These geographical areas account for a small portion of our global net sales, but we do source multiple raw materials from Israel. We do not anticipate these conflicts will have a significant impact on our net sales. We are continually evaluating options for alternative ingredient sources and/or holding safety stock of impacted materials to limit any impact. There are further concerns regarding overall decreased supplies of commodities that rely on available safe passage through the Strait of Hormuz and other potential maritime chokepoints, consumer purchasing and consumption behavior, increases in global shipping expenses, greater volatility in foreign exchange and interest rates, and other unforeseen business disruptions due to the current global geopolitical tensions. We will continue to evaluate impacts of these developments on our customers, suppliers, employees, and operations.

 

Government Trade Tariffs

 

On February 20, 2026, the U.S. Supreme Court ruled in the present circumstances the International Emergency Economic Powers Act ("IEEPA") does not authorize the President of the United States to impose tariffs. On February 24, 2026, the United States Government terminated tariffs imposed under the IEEPA and replaced them with tariffs from 10% to 15% under Section 122 of the Trade Act of 1974 which expired on July 23, 2026. On July 24, 2026, replacement tariffs of 10% to 12.5 % under Section 301 of the Trade Act of 1974 were imposed on 60 U.S. trading partners. Details of future tariff restrictions seem to continuously evolve thus making changes to them unpredictable. Current and future implementation of tariffs may include products and ingredients we or our customers require for their products. These goods may include beta-alanine. The commercialization of our beta-alanine patent estate depends on the availability of the raw material beta-alanine. In response to the U.S. imposition of tariffs, China, Canada, the European Union, and other governments have imposed their own tariffs on certain American products. The resulting tariffs could have a significant adverse effect on our customers' businesses, the availability of beta-alanine, and the cost of our products. While we do not know how potential increased tariffs will unfold, or how existing or future tariffs will impact our business, we believe the imposition of additional tariffs by the U.S. or other governments on products or ingredients we use in the products we manufacture could adversely impact our customers as a result of increased product costs, and such increased costs could have an adverse impact on the availability of beta-alanine, the licensing of our patents and trademarks and our distribution of this raw material. This could adversely impact our ability to license our patents and trademarks, our ability to sell beta-alanine, and our customers’ ability to compete in the marketplace, reducing demand for our products, and products we manufacture for our customers. Any of these events could have a material adverse effect on our business and results of operations.

 

As a contract manufacturer, we pass through material cost increases to our customers, including increases associated with tariffs. We also work with our customers to identify potential alternative supply sources for key ingredients to help mitigate the impact tariffs may have on the cost of their products. We will continue to evaluate the impact of imposed trade tariffs on our customers, suppliers and operations.

 

 

L. Subsequent Events

 

On October 23, 2026, NAIE entered into a second credit facility with UBS which grants NAIE a credit line of CHF 2 million for financing production machinery including sale-and-leaseback transactions.

 

As of the date of filing of these financial statements, NAIE has not utilized the second credit facility with UBS.

 

15

 
 

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following discussion and analysis are intended to help you understand our financial condition and results of operations for the three months ended September 30, 2026. You should read the following discussion and analysis together with our unaudited condensed consolidated financial statements and the notes to the condensed consolidated financial statements included under Item 1 in this Report, as well as the risk factors and other information included in our 2026 Annual Report and other reports and documents we file with the SEC. Our future financial condition and results of operations will vary from our historical financial condition and results of operations described below based on a variety of factors.

 

Executive Overview

 

The following overview does not address all of the matters covered in the other sections of this Item 2 or other items in this report nor does it contain all of the information that may be important to our stockholders or the investing public. You should read this overview in conjunction with the other sections of this Item 2 and this report.

 

Our primary business activity is providing private-label contract manufacturing services to companies that market and distribute vitamins, minerals, herbal and other nutritional supplements, as well as other health care products, to consumers both within and outside the U.S. Historically, our revenue has been largely dependent on sales to two or three private-label contract manufacturing customers and subject to variations in the timing of such customers’ orders, which in turn is impacted by such customers’ internal marketing programs, supply chain management, entry into new markets, new product introductions, the demand for such customers’ products, and general industry and economic conditions. Our revenue also includes raw material sales, and royalty and licensing revenue generated from our patent estate pursuant to license and supply agreements with third parties for the distribution and use of the ingredient known as beta-alanine sold under our CarnoSyn®, SR CarnoSyn®, CarnoSyn® 4X and TriBsyn® trademarks.

 

A cornerstone of our business strategy is to achieve long-term growth and profitability and to diversify our sales base. We have sought and expect to continue to seek to diversify our sales by developing relationships with additional, quality-oriented, private-label contract manufacturing customers, and commercializing our patent estate through sales of beta-alanine under our CarnoSyn®, SR CarnoSyn®, CarnoSyn® 4X and TriBsyn® trademarks, royalties from license agreements, and potentially additional contract manufacturing opportunities with licensees.

 

During the three months ended September 30, 2026, our net sales were 25% lower than in the three months ended September 30, 2025. Private-label contract manufacturing sales decreased 29% primarily due to decreased orders from one of our largest customers and several of our other existing customers, partially offset by an increase in orders from one of our other largest customers. Revenue concentration for our largest private-label contract manufacturing customer as a percentage of total net sales for the three months ended September 30, 2026 was 29%, and revenue concentration for our largest private-label contract manufacturing customer as a percentage of total net sales for the three months ended September 30, 2025 was 38%. We expect our annualized fiscal 2027 revenue concentration for our largest customer to be lower as compared to our revenue concentration for our largest customer in fiscal 2026.

 

During the three months ended September 30, 2026, patent and trademark licensing revenue increased 54% to $2.6 million compared to revenue of $1.7 million for the three months ended September 30, 2025. The increase in patent and trademark licensing revenue during the three months ended September 30, 2026 was primarily due to an increase in TriBsyn® product sales, partially offset by a decrease in CarnoSyn® raw material sales.

 

We continue to invest in research and development to expand our CarnoSyn® Brands product portfolio. In August 2024, we announced a new product called TriBsyn®, a clinically supported carnosine booster designed for daily wellness that delivers more than four times the bioavailability of standard beta-alanine without the paresthesia commonly associated with traditional formulations. We believe TriBsyn® and its patent-pending formulation will enable us to better penetrate the Wellness and Healthy Aging market. On April 20, 2026, we launched CarnoSyn® 4X, which utilizes the same microencapsulation technology as TriBsyn® and is specifically positioned for the Sports Nutrition market. On May 4, 2026, we announced expanded market applications for TriBsyn®, unlocking new opportunities across the beverage, dairy, and medical nutrition categories. With these expanded capabilities, TriBsyn® is well suited for ready-to-drink beverages, protein drinks, dairy-based products, gummies, and medical nutrition applications. Both CarnoSyn® 4X and TriBsyn® combine CarnoSyn® beta-alanine with proprietary technology to enhance beta-alanine bioavailability and absorption while effectively eliminating beta-alanine-related paresthesia. Available as raw material powders, they provide formulation flexibility for our customers. By eliminating paresthesia while maintaining an efficacious dosage, these products create new opportunities to reach previously untapped market segments, including older adults, vegetarians, and vegans. We believe our continued efforts to refine our formulations and expand our product portfolio will be well received and create significant opportunities to increase sales of our patented and patent-pending products.

 

To protect and grow our CarnoSyn® product offerings, we incurred litigation and patent compliance expenses of approximately $123,000 during the three months ended September 30, 2026 and $116,000 during the three months ended September 30, 2025. Our legal expense associated with our CarnoSyn® business has remained relatively low as we have no active litigation, and our current run-rate of expenses is primarily related to maintenance and expansion of our patent and trademark estate. Our ability to maintain or further increase our beta-alanine royalty and licensing revenue will depend in large part on our ability to expand the market for our sustained release form of beta-alanine marketed under our SR CarnoSyn® trademark and our new beta-alanine products marketed under our TriBsyn® and CarnoSyn® 4X trademarks, maintain our patent rights, the availability and cost of the raw material when and in the amounts needed, the ability to expand distribution of beta-alanine to new and existing customers, and continued compliance by third parties with our license agreements and our patent, trademark and other intellectual property rights. During the remainder of fiscal 2027, we will continue our sales and marketing activities to consumers, customers, potential customers, and brand owners on multiple platforms to promote and reinforce the features and benefits of utilizing CarnoSyn®, SR CarnoSyn®, CarnoSyn® 4X and TriBsyn® beta-alanine products.

 

We experienced a loss from operations during the first three months of fiscal 2027 primarily due to underutilization of our factory capacities. The decrease in net sales was primarily related to a decline in private label contract manufacturing sales, partially offset by increased patent and trademark licensing sales which resulted in a decrease in gross profit and factory utilization. Selling, general and administrative expenses decreased as compared to the prior year primarily related to a decrease in compensation expense associated with lower headcount, offset by an increase in costs incurred to prepare our corporate office for sale. We currently anticipate we will experience an increase in net sales for fiscal 2027 as compared fiscal 2026 and return to profitability in our fourth quarter of fiscal 2027.

 

16

 

During the remainder of fiscal 2027, we plan to continue our focus on:

 

 

•

Leveraging our state-of-the-art, certified facilities to increase the value of the goods and services we provide to our highly valued private-label contract manufacturing customers, and developing relationships with additional quality-oriented customers;
   

 

 

•

Expanding the commercialization of our beta-alanine patent and trademark estate in Sports Nutrition, Wellness and Healthy Aging and Medical food channels with our CarnoSyn®, SR CarnoSyn®, CarnoSyn® 4X and TriBsyn® beta-alanine product lines; exploiting new contract manufacturing opportunities, license and royalty agreements, and protecting our proprietary rights; and
   

 

 

•

Consolidating our facilities and factories to improve operational efficiencies and manage costs and business risks to improve profitability.

 

Discussion of Critical Accounting Estimates

 

We have identified the following as our most critical accounting estimates, which are those that are most important to the portrayal of our financial condition and results, and that require management’s most subjective and complex judgments. Information regarding our other significant accounting estimates and policies is disclosed in Note A of Item 1 in Part I of this Report and as disclosed in our 2026 Annual Report.

 

Revenue Recognition — Revenue is measured as the net amount of consideration expected to be received in exchange for fulfilling one or more performance obligations. For certain contracts with volume rebates, our estimates of future sales used to assess the volume rebate estimates are subject to a high degree of judgement and may differ from actual sales due to, among other things, changes in customer orders and raw material availability. 

 

Results of Operations

 

The results of our operations for the three months ended September 30 were as follows (dollars in thousands):

 

   

Three Months Ended

 
   

September 30,

 
   

2026

   

2025

   

% Change

 

Private label contract manufacturing

  $ 25,557     $ 36,065       (29 )%

Patent and trademark licensing

    2,564       1,665       54 %

Total net sales

    28,121       37,730       (25 )%

Cost of goods sold

    26,855       33,333       (19 )%

Gross profit

    1,266       4,397       (71 )%

Gross profit %

    4.5 %     11.7 %        
                         

Selling, general and administrative expenses

    3,848       4,113       (6 )%

% of net sales

    13.7 %     10.9 %        
                         

(Loss) income from operations

    (2,582 )     284       (1009 )%

% of net sales

    (9.2 )%     0.8 %        
                         

Other expense

    (162 )     (483 )     (66 )%

Loss before income taxes

    (2,744 )     (199 )     1279 %

% of net sales

    (9.8 )%     (0.5 )%        
                         

(Benefit) provision for income taxes

    (265 )     92       (388 )%

Net loss

  $ (2,479 )   $ (291 )     752 %

% of net sales

    (8.8 )%     (0.8 )%        

  

Private-label contract manufacturing net sales decreased 29% during the three months ended September 30, 2026, when compared to the same period in the prior year. The decrease in net sales during the three months ended September 30, 2026 was primarily due to decreased orders from one of our largest customers and several of our other existing customers, partially offset by an increase in orders from one of our other largest customers.

 

Net sales from our patent and trademark licensing segment increased 54% during the three months ended September 30, 2026, when compared to the same period in the prior year. The increase in patent and trademark licensing revenue during the three months ended September 30, 2026, was primarily due to an increase in TriBsyn® product sales, partially offset by a decrease in instant release CarnoSyn® raw material sales.

 

17

 

The change in gross profit margin for the three months ended September 30, 2026, was as follows:

 

   

Three Months Ended

 
         

Contract manufacturing(1)

    (10.7 )%

Patent and trademark licensing(2)

    3.5 %

Total change in gross profit margin

    (7.2 )%

 

1

Private-label contract manufacturing gross profit margin as a percentage of consolidated net sales decreased 10.7 percentage points during the three months ended September 30, 2026 when compared to the comparable prior year period. The decrease in gross profit as a percentage of net sales for private-label contract manufacturing during the three months ended September 30, 2026 is primarily related to a decrease in sales volume which reduced our factory capacity utilization.

 

2

Patent and trademark licensing gross profit margin as a percentage of consolidated net sales increased 3.5 percentage points during the three months ended September 30, 2026 when compared to the comparable prior year period. The increase in margin contribution was primarily due to an increase in TriBsyn® product sales, partially offset by a decrease in CarnoSyn® beta-alanine raw material sales.

 

Selling, general and administrative expenses decreased approximately $0.3 million, or 6%, during the three months ended September 30, 2026 when compared to the comparable period in the prior year. The decrease is primarily related to a decrease in compensation expense associated to lower headcount, offset by an increase in costs incurred to prepare our corporate office for sale.

 

Other expense, net decreased $0.3 million during the three months ended September 30, 2026 primarily due to favorable net foreign exchange activity, partially offset by an increase in interest expense due to higher interest rates and an increase in the average outstanding balance on our line of credit and term loan when compared to the three months ended September 30, 2025.

 

Our benefit for income taxes during the three months ended September 30, 2026 was approximately $0.3 million compared to a provision for income taxes during the three months ended September 30, 2025 of $0.1 million. Our benefit for income taxes is primarily due to the reclassification of the stranded tax effect of derivative financial instruments in Other Comprehensive Income, offset by taxes incurred by our Swiss subsidiary, NAIE. We have a full valuation allowance on the domestic deferred tax assets from our U.S. operations during the three months ended September 30, 2026 and September 30, 2025.

 

Liquidity and Capital Resources

 

Our primary sources of liquidity and capital resources are cash flows from operating activities and the availability of borrowings under our credit facilities. Net cash provided by operating activities was $1.2 million for the three months ended September 30, 2026, compared to net cash used in operating activities of $4.0 million in the comparable period during the prior fiscal year.

 

For the three months ended September 30, 2026, changes in accounts receivable, consisting of amounts due from our private-label contract manufacturing customers and our patent and trademark licensing activities, provided $8.2 million in cash compared to using $4.3 million of cash during the comparable three-month period in the prior year. The change in cash flow activity in accounts receivable during the three months ended September 30, 2026, primarily resulted from the timing of sales and related collections. Days sales outstanding was 54 days during the three months ended September 30, 2026, as compared to 41 days for the prior year period.

 

Changes in inventory provided $2.6 million in cash during the three months ended September 30, 2026, compared to using $5.8 million in the comparable prior year period. The change in cash related to inventory during the three months ended September 30, 2026, was primarily related to the difference in the amount and timing of orders and anticipated sales as compared to the same period in the prior year. Changes in accounts payable and accrued liabilities used $7.9 million in cash during the three months ended September 30, 2026, compared to providing $4.9 million during the three months ended September 30, 2025. The change in cash flow activity related to accounts payable and accrued liabilities was primarily due to the timing of inventory receipts and payments.

 

Cash used in investing activities in the three months ended September 30, 2026, was $0.3 million compared to $1.0 million in the comparable prior year period. The decrease during the three months ended September 30, 2026 was related to decreased capital expenditures primarily related to costs incurred to install solar energy generation equipment on our manufacturing facilities during the three months ended September 30, 2025.

 

Cash used in financing activities for the three months ended September 30, 2026, was $1.7 million compared to providing $0.5 million in the comparable prior year period. The change in financing activities is primarily due to net repayments on our line of credit during the three months ended September 30, 2026 compared to net borrowing during the comparable prior year period ended September 30, 2025.

 

As of September 30, 2026, we had $11.8 million available of the maximum borrowing capacity under the terms of our new credit line, of which we had outstanding borrowings of $6.3 million. We also owed $10.8 million on our real estate term loan. As of June 30, 2026, we had $17.7 million available of the maximum borrowing capacity on our new credit facility of which we had outstanding borrowings of $7.7 million. We also owed $10.9 million on our real estate term loan.

 

On May 18, 2026, we entered into a new credit facility with Legacy Corporate Lending. This credit facility includes a new term loan for $11.0 million and a working capital line of credit with a maximum borrowing capacity of $20.0 million subject to a borrowing-base calculation. On June 17, 2026, our subsidiary NAIE entered into a new credit line with UBS Switzerland AG (“UBS”) with maximum borrowing capacity of CHF 2.0 million. On October 23, 2026, NAIE entered into a second credit facility with UBS which grants NAIE a credit line of CHF 2 million for financing production machinery including sale-and-leaseback transactions. Please see Note F and Note L in Item 1 of this report for terms of our credit facilities.

 

As of September 30, 2026, NAIE had no outstanding borrowings and was in compliance with the debt covenants of its UBS credit facility.

 

18

 

Going Concern

 

Management evaluated whether conditions and events, considered in aggregate, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date our financial statements are issued.

 

As of September 30, 2026, we had $6.7 million in cash, cash equivalents and restricted cash of which $6.3 million was held by NAIE.

 

As defined in the Loan and Security Agreement, our new credit facility includes a fixed charge coverage ratio covenant requirement based on only domestic operations and is first measured for the nine months ending September 30, 2026. We did not comply with the covenant required under the Loan and Security Agreement as of September 30, 2026 due to a decrease in U.S. sales during the first quarter of our fiscal year 2027 versus our projections. As a result, all outstanding borrowings under the agreement, including $10.0 million of debt previously classified as long term, have now been classified as current liabilities in the accompanying condensed consolidated Balance Sheet. We have advised our lender that we are not in compliance with the covenant as of September 30, 2026 and that we do not expect to be in compliance during our fiscal year 2027 under the current terms of the agreement. We are in discussions with our lender regarding a forbearance letter, waiver, amendment, or other remedy for these events of non-compliance. To date, our lender has not indicated they intend to exercise their rights to terminate the credit agreement, and we continue to have full utilization of the credit facility, including ongoing borrowing and repayment activity. There is no assurance a forbearance letter, waiver, amendment, or other remedy will be available or what the difference in amount, cost and other factors related to the credit facility may be.

 

Management identified the following conditions that raised substantial doubt about the Company’s ability to continue as a going concern:

 

 

•

Continued net losses and negative operating cash flows;

 

 

•

Non-compliance of the financial covenant requirements of our credit facility for the nine months ending September 30, 2026 and a forecasted inability to meet future covenants during our fiscal year 2027; and

 

 

•

Our inability to satisfy amounts owed under the credit facility with cash currently available in the event Legacy elects to exercise all of its rights under the existing credit agreement.

 

To address these conditions, management has implemented the following actions:

 

 

•

We currently have our corporate headquarters classified as held for sale, of which we expect to generate net positive cash flow from a future sale;

 

 

•

Management continues to focus on growing sales through the expansion of existing customer relationships and new customer relationships;

 

 

•

Management is evaluating cost containment and reduction opportunities in an effort to improve financial results while also improving working capital usage;

 

 

•

After careful consideration of the Company's current financial position and strategic objectives, management has determined the sale of our Carlsbad, California manufacturing facility is in the best interests of the Company and its stockholders. The Board of Directors has concluded divesting this real property asset will provide the Company with additional liquidity needed to manage cash flows and reduce the overall debt load while improving capacity utilization. In light of the Company's recent operating challenges, management believes unlocking the capital currently held in this facility will allow the Company to extinguish the outstanding term-note on this property, reduce persistent excess capacity in our contract manufacturing segment, and better size the Company for sustainable growth. Management has begun consolidating production into our Vista, California manufacturing facility with no disruptions to production of customers' products; and

 

 

•

Initiated a comprehensive review process to explore strategic alternatives focused on maximizing shareholder value including evaluating a full range of growth paths, potential mergers, acquisitions, joint ventures, or a sale of the Company.

 

Management has prepared cash flow projections incorporating these plans, as well as projected sales growth reflecting our best estimates of future operating performance and liquidity needs. Management believes these plans will allow the Company to mitigate the current conditions that have raised substantial doubt about the Company’s ability to continue as a going concern. While management plans to take the actions noted above, there can be no assurance we will be successful in our efforts to obtain a waiver, amendment, or obtain alternative financing or avoid future issues maintaining compliance with financial covenants.

 

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

Off-Balance Sheet Arrangements

 

As of September 30, 2026, we did not have any off-balance sheet debt nor did we have any transactions, arrangements, obligations (including contingent obligations) or other relationships with any unconsolidated entities or other persons that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenue or expenses that would be material to investors.

 

Recent Accounting Pronouncements

 

Recent accounting pronouncements are discussed in the notes to our consolidated financial statements included under Item 1, Note A of Part I of this Report. Other than those pronouncements, we are not aware of any other pronouncements that materially affect our financial position or results of operations.

 

19

 

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide disclosure under this Item 3.

 

ITEM 4.

CONTROLS AND PROCEDURES

 

We maintain certain disclosure controls and procedures to assist our compliance with the Securities Exchange Act of 1934. These controls and procedures are designed to help ensure material information: (1) is gathered and communicated to our management, (including our principal executive and financial officers) in a manner that allows for timely decisions regarding required disclosures; and (2) is recorded, processed, summarized, reported and filed with the SEC as required under the Securities Exchange Act of 1934 and within the time periods specified by the SEC.

 

Our management, with the participation of our Chief Executive Officer and President (who currently serves as our principal financial and accounting officer), evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2026. Based on such evaluation, our Chief Executive Officer and President concluded our disclosure controls and procedures were effective to provide reasonable assurance over financial reporting as of September 30, 2026.

 

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarterly period ended September 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1.

LEGAL PROCEEDINGS

 

From time to time, we become involved in various investigations, claims and legal proceedings that arise in the ordinary course of our business. These matters may relate to intellectual property, product liability, employment, tax, regulation, contract, or other matters. The resolution of these matters as they arise will be subject to various uncertainties and, even if such claims are without merit, could result in the expenditure of significant financial and managerial resources. While unfavorable outcomes are possible, based on available information, we currently do not believe the resolution of these matters, even if unfavorable, will result in a material adverse effect on our business, consolidated financial condition, or results of operations. However, a settlement payment or unfavorable outcome could adversely impact our results of operations. Our evaluation of the likely impact of these actions could change in the future, and we could have unfavorable outcomes we do not expect. An unexpected settlement expense or an unexpected unfavorable outcome of a matter could adversely impact our results of operations.

 

In December 2023 we were sued by three former employees in two separate but substantially identical matters brought by the same law firm.  The lawsuits were filed as a putative class action and a California Private Attorney General Act action seeking awards for all similarly situated employees going back ten years or more. We responded to these actions and agreed to submit the matters for mediation. On July 3, 2025, the mediation took place, and a tentative settlement agreement was reached whereby we agreed to contribute a maximum of $1.25 million. The court has consolidated the two actions. Payment was remitted in the first quarter of our fiscal year 2027, and final court approval and termination of the proceedings is expected to take place in February 2027. Although we were not found liable and did not admit liability, we accrued the maximum settlement amount in our results of operations along with estimated related legal fees.

 

There is no assurance NAI will prevail in litigation matters or in similar proceedings NAI or others may initiate, or that litigation expenses will not be greater than anticipated.

 

ITEM 1A.

RISK FACTORS

 

When evaluating our business and future prospects you should carefully consider the risks described under Item 1A of our 2026 Annual Report, as well as the other information in our 2026 Annual Report, this Report and other reports and documents we file with the SEC. If any of the identified risks actually occur, our business, financial condition and results of operations could be seriously harmed. In that event, the market price of our common stock could decline, and you could lose all or a portion of the value of your investment in our common stock.

 

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

We did not sell any unregistered equity securities during the three-month periods ended September 30, 2026 and September 30, 2025.

 

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

 

We did not comply with the fixed charge coverage ratio covenant requirement as defined in the Loan and Security Agreement we have with one of our lenders as of September 30, 2026 due to a decrease in U.S. sales during the first quarter of our fiscal year 2027 versus our projections. As a result, all outstanding borrowings under the agreement, including $10.0 million of debt previously classified as long term, have now been classified as current liabilities in the accompanying condensed consolidated Balance Sheet. We have advised our lender that we are not in compliance with the covenant as of September 30, 2026 and that we do not expect to be in compliance during our fiscal year 2027 under the current terms of the agreement. We are in discussions with our lender regarding a forbearance letter, waiver, amendment, or other remedy for these events of non-compliance. To date, our lender has not indicated they intend to exercise their rights to terminate the credit agreement, and we continue to have full utilization of the credit facility, including ongoing borrowing and repayment activity. There is no assurance a forbearance letter, waiver, amendment, or other remedy will be available or what the difference in amount, cost and other factors related to the credit facility may be.

 

ITEM 4.

MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5.

OTHER INFORMATION

 

During the three-month period ended September 30, 2026, none of the Company's directors or officers, as defined in Section 16 of the Securities Exchange Act of 1934 adopted or terminated any contract instruction or written plan for the purchase or sale of the Company’s securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement" as defined under Item 408(a) of Regulation S-K.

 

 

20

 

ITEM 6.

EXHIBITS

 

The following exhibit index shows those exhibits filed with this Report and those incorporated by reference:

 

EXHIBIT INDEX

 

Exhibit
Number

Description

 

Incorporated By Reference To

       

3(i)

Amended and Restated Certificate of Incorporation of Natural Alternatives International, Inc. filed with the Delaware Secretary of State on January 14, 2005

 

Exhibit 3(i) of NAI’s Quarterly Report on Form 10-Q for the quarterly period ended December 31, 2004, filed with the commission on February 14, 2005

3(ii)

Amended and Restated By-laws of Natural Alternatives International, Inc. dated as of February 9, 2009

 

Exhibit 3(ii) of NAI’s Current Report on Form 8-K dated February 9, 2009, filed with the commission on February 13, 2009

4(i)

Form of NAI’s Common Stock Certificate

 

Exhibit 4(i) of NAI’s Annual Report on Form 10-K for the fiscal year ended June 30, 2005, filed with the commission on December 8, 2005

       
10.50 Lease Framework Credit Agreement with UBS Switzerland AG dated October 23, 2026   Filed herewith
       

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

 

Filed herewith

31.2

Rule 13a-14(a)/15d-14(a) Certification of Principal Financial and Accounting Officer

 

Filed herewith

32

Section 1350 Certification

 

Filed herewith

       
       

101.INS

Inline XBRL Instance Document

 

Filed herewith

101.SCH

Inline XBRL Taxonomy Extension Schema Document

 

Filed herewith

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

 

Filed herewith

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

Filed herewith

 

21

  

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, Natural Alternatives International, Inc., the registrant, has duly caused this Report to be signed on its behalf by the undersigned, duly authorized officers.

 

 

Date: November 13, 2026

 

 

 

NATURAL ALTERNATIVES INTERNATIONAL, INC.

 
       
 

By:

/s/ Mark A. LeDoux  
   

Mark A. LeDoux, Chief Executive Officer

 
   

(principal executive officer)

 
       
 

By:

/s/ Kenneth E. Wolf  
   

Kenneth E. Wolf, President

 
   

(principal financial and accounting officer)

 

 

22

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