PART I - FINANCIAL INFORMATION [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) Q1 2024 financial statements show significant growth, with revenue up 54% to $16.5 million and net income at $2.16 million [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2024, total assets were $55.5 million, with liabilities decreasing and equity increasing Condensed Consolidated Balance Sheets (in thousands) | | March 31, 2024 | December 31, 2023 | | :--- | :--- | :--- | | **Total current assets** | $14,992 | $14,693 | | **TOTAL ASSETS** | **$55,486** | **$55,346** | | **Total current liabilities** | $11,828 | $10,337 | | **TOTAL LIABILITIES** | **$26,109** | **$28,310** | | **TOTAL STOCKHOLDERS' EQUITY** | **$29,377** | **$27,036** | [Condensed Consolidated Statements of Income and Comprehensive Income](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) Q1 2024 revenue increased 54% to $16.5 million, with gross profit up 65% and net income surging to $2.16 million Q1 2024 vs Q1 2023 Income Statement (in thousands, except per share data) | Metric | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Revenue | $16,549 | $10,738 | | Gross Profit | $7,287 | $4,408 | | Operating Income | $3,381 | $673 | | Net Income | $2,160 | $156 | | Diluted EPS | $0.43 | $0.03 | [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Q1 2024 operating cash flow significantly increased to $5.0 million, with minimal investing and $3.6 million used in financing Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net cash provided by operating activities | $5,036 | $232 | | Net cash used in investing activities | $(10) | $(17,099) | | Net cash provided by (used in) financing activities | $(3,625) | $12,500 | | **Change in Cash and Restricted Cash** | **$1,392** | **$(4,350)** | [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail the company's nutritional supplement business, key accounting policies, GNC customer concentration, and recent acquisitions - The company operates as a provider of nutritional supplements and wellness products under various brand names, including **NDS**, **iSatori**, **MRC Products**, and **MusclePharm**[22](index=22&type=chunk) - Online revenue grew to **65%** of net revenue in Q1 2024, up from **47%** in Q1 2023, while wholesale revenue decreased to **35%** from **53%**[35](index=35&type=chunk) - Net sales to GNC represented **25%** of total net revenue for Q1 2024, a decrease from **49%** in Q1 2023, indicating a diversification of revenue streams[40](index=40&type=chunk) - The company acquired Mimi's Rock Corp. (MRC) on February 28, 2023, for **$17.1 million** and substantially all assets of MusclePharm on October 10, 2023, for **$18.8 million**[79](index=79&type=chunk)[86](index=86&type=chunk) [Management's Discussion & Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management's%20Discussion%20%26%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes Q1 2024's 54% revenue growth and improved gross margin to acquisitions, leading to a net income surge and strong liquidity Q1 2024 vs Q1 2023 Performance Summary (in thousands) | Metric | Q1 2024 | Q1 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $16,549 | $10,738 | $5,811 | 54% | | Gross Profit | $7,287 | $4,408 | $2,879 | 65% | | Operating Income | $3,381 | $673 | $2,708 | 402% | | Net Income | $2,160 | $156 | $2,004 | 1,258% | - Revenue growth was driven by the acquisitions of MRC and MusclePharm. Legacy FitLife revenue decreased by **14%** YoY, while MRC contributed **$7.5 million** and MusclePharm contributed **$2.1 million** in revenue for Q1 2024[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) - Gross margin increased to **44.0%** in Q1 2024 from **41.1%** in Q1 2023, primarily due to higher margins from the MRC sales mix and the non-recurrence of a fair value inventory step-up amortization from the prior year[105](index=105&type=chunk) Adjusted EBITDA Reconciliation (Non-GAAP, in thousands) | | Q1 2024 | Q1 2023 | | :--- | :--- | :--- | | Net income | $2,160 | $156 | | EBITDA | $3,412 | $610 | | **Adjusted EBITDA** | **$3,648** | **$2,246** | - As of March 31, 2024, the company had positive working capital of **$3.2 million** and liquidity sources including **$3.3 million** in cash and an undrawn **$3.5 million** revolving line of credit[112](index=112&type=chunk)[113](index=113&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Market risk increased due to the MRC acquisition, creating foreign currency exposure and interest rate risk from $16.5 million in variable-rate loans - The acquisition of MRC in 2023 has increased the company's exposure to foreign currency exchange rate fluctuations, particularly the **USD/CAD** rate[143](index=143&type=chunk) - The company is exposed to interest rate risk on its borrowings under the Amended Credit Agreement, which includes variable-rate term loans. As of March 31, 2024, **$16.5 million** was outstanding on these loans[145](index=145&type=chunk) [Controls and Procedures](index=27&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of March 31, 2024, with no material changes to internal controls - Based on an evaluation as of March 31, 2024, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures are **effective**[147](index=147&type=chunk) - **No changes** in internal control over financial reporting occurred during the quarter ended March 31, 2024, that have materially affected, or are reasonably likely to materially affect, these controls[148](index=148&type=chunk) PART II - OTHER INFORMATION [Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently involved in any litigation that is expected to have a material adverse effect on its financial condition or results of operations - The company is **not involved** in any litigation that it believes could have a material adverse effect on its financial condition or operations[153](index=153&type=chunk) [Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 - Management is **not aware of any material changes** to the risk factors discussed in the Annual Report on Form 10-K for the year ended December 31, 2023[154](index=154&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=29&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - **None**[155](index=155&type=chunk) [Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports that there were no defaults upon senior securities during the three-month period ended March 31, 2024 - There were **no defaults** upon senior securities during the quarter[156](index=156&type=chunk) [Other Information](index=29&type=section&id=Item%205.%20Other%20Information) During the first quarter of 2024, no directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement - **No directors or officers adopted or terminated** a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement" in the three months ended March 31, 2024[157](index=157&type=chunk) [Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including certifications by the CEO and CFO pursuant to the Sarbanes-Oxley Act and Inline XBRL data files - Exhibits filed include **CEO and CFO certifications** under Sections 302 and 906 of the Sarbanes-Oxley Act, along with various Inline XBRL documents[158](index=158&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission File Number: 000-52369 FitLife Brands, Inc. (Exact name of registrant as specified in its charter.) Nevada 20-3464383 (IRS Employer Identification No.) (State or other jurisdiction of incorporation or organization) 5214 S. 136th Street, Omaha, Nebraska 68137 (Address of principal executive offices) 402-884-1894 (Registrant's Telephone ...

Financial Data and Key Metrics Changes - The company reported a net debt of approximately $13.5 million as of March 28, representing a reduction of about $4.7 million during the first quarter [35] - The balance sheet remains strong with a term loan outstanding of about $16.5 million, with an interest rate of SOFR+275, translating to a little over 8% [12] Business Line Data and Key Metrics Changes - The online revenue for MusclePharm was reported at approximately $330,000 for February, with expectations for March to be between $400,000 and $450,000 [10] - The primary brand under MRC, Dr. Tobias, continues to perform well, being one of the largest sellers of fish oil and colon cleanse products on Amazon [8] Market Data and Key Metrics Changes - The legacy FitLife business continues to experience low double-digit declines in wholesale revenue, primarily due to reduced foot traffic in stores [98] - The company is not losing market share but is losing customers at a similar rate to other participants in the market [98] Company Strategy and Development Direction - The company aims to generate top-line growth with MRC while focusing on cost-cutting measures [3] - There is a strategic focus on restoring MusclePharm's distribution channels without resorting to discounting, emphasizing a sustainable growth model [77] Management's Comments on Operating Environment and Future Outlook - Management expressed cautious optimism about the future, expecting revenue and profitability to be higher in the coming year [99] - The company is actively exploring international wholesale opportunities and has seen encouraging trends in online sales [33][116] Other Important Information - The company plans to launch new products, including three flavors of the Combat Sports Bar, in the near future [11] - The acquisition of MusclePharm is viewed as a significant opportunity, with expectations of generating between $3 million and $4 million of EBITDA from the baseline business [34] Q&A Session Summary Question: What is the outlook for the legacy FitLife business? - Management noted that while the legacy FitLife online gross margin is higher than store wholesale gross margin, they are cautious about converting store traffic to online sales due to the importance of franchise relationships [13] Question: How is the company addressing the challenges with GNC? - The company is not competing with GNC franchisees on price and is focusing on providing customers with alternative purchasing options [14] Question: What is the expected growth for MusclePharm? - Management indicated that while they cannot provide specific guidance, they expect to at least match the previous seller's annual online revenue of about $5 million [32] Question: How does the company plan to manage operating expenses? - Operating expenses are expected to remain stable, with any increases likely tied to advertising investments aimed at generating returns [43][44] Question: What is the strategy for international growth? - The company sees significant potential for international sales, particularly through platforms like iHerb, which has a strong international customer base [82]

Acquisitions - The Company completed the acquisition of Mimi's Rock Corp for a total consideration of $17.099 million, funded by $12.5 million from a new term loan and $4.599 million from available cash[22]. - On October 10, 2023, the Company acquired substantially all of the assets of MusclePharm for approximately $18.5 million, with $10 million funded from a new term loan and the remainder from available cash[23]. - The Company acquired MusclePharm for $18,788 and MRC for $17,099, funded by a combination of credit agreement proceeds and available cash[165]. - Significant non-recurring costs related to the acquisitions may not be offset by anticipated cost synergies and benefits[87]. - The acquisition of MusclePharm had minimal impact on revenue due to the timing of the transaction and the need for new commercial agreements[146]. Financial Performance - Revenue for the year ended December 31, 2023 increased 83% to $52,700 compared to $28,803 for the year ended December 31, 2022, primarily due to revenue generated from the acquisition of MRC[145]. - Net income for the year ended December 31, 2023 was $5,296, a 20% increase compared to $4,429 for the year ended December 31, 2022[155]. - Gross profit for the year ended December 31, 2023 increased 78% to $21,432 compared to $12,034 for the year ended December 31, 2022[151]. - Operating income improved to $7,550,000 in 2023, up from $5,701,000 in 2022, reflecting a growth of 32.4%[212]. - Basic net income per share increased to $1.18 in 2023 from $0.97 in 2022, a rise of 21.6%[212]. Sales and Marketing - The Company markets over 100 different NDS Products to more than 700 GNC franchise locations in the U.S. and distributes iSatori Products through over 17,000 retail locations[25]. - The Company’s sales and marketing efforts aim to expand NDS Products sales through additional GNC franchise locations domestically and internationally[36]. - The Company is focusing on increasing sales through wholesale partners and direct-to-consumer channels, particularly e-commerce platforms like Amazon[61]. - Online revenue constituted approximately 63% of total revenue for the year ended December 31, 2023, up from roughly 28% in the same period of 2022[137]. Competition and Market Conditions - The nutrition industry is highly competitive, with many competitors having greater financial resources; the Company focuses on product quality and innovation to differentiate itself[42]. - The company faces significant competition from established brands with greater resources, which could hinder its ability to maintain profitability[69]. - Economic conditions, including inflation, have negatively impacted consumer demand and may continue to do so, affecting sales and profit margins[67]. - The nutritional supplement industry has experienced strong growth, but any medical concerns regarding common ingredients could negatively impact demand and sales growth[77]. Regulatory and Compliance - The Company is committed to meeting FDA standards and operates within the FDA mandated current Good Manufacturing Practices[44]. - The Company has implemented vendor qualification programs for all suppliers and manufacturers to ensure quality control and compliance with Good Manufacturing Practices[32]. - Regulatory compliance requires significant financial and operational resources, and failure to comply could materially impact the company's financial position[51]. Risks and Challenges - The company relies on a limited number of independent suppliers and manufacturers, which may affect timely product delivery and revenue[64]. - The COVID-19 pandemic previously impacted global supply chains, and future outbreaks could adversely affect operations and supply[65]. - The company faces risks from adverse publicity that could negatively impact sales and revenue, particularly if products are associated with illness or adverse effects[70]. - Limited conclusive clinical studies supporting the efficacy of nutritional supplement products may lead to reduced market acceptance and lower revenue growth rates[71]. - Product liability claims could expose the company to significant insurance and loss expenses, affecting revenue and operating income[73]. Human Resources - The company has 37 full-time employees as of December 31, 2023, an increase from 27 in 2022, indicating growth in human resources[54]. Financial Position and Liquidity - As of December 31, 2023, the Company had positive working capital of $4,356, a decrease from $18,933 at December 31, 2022, primarily due to acquisitions totaling $35,887[159]. - The Company anticipates that cash from operations and existing resources will be sufficient for liquidity over the next twelve months, with no plans to raise additional capital through equity or debt[163]. - The Company was in compliance with all covenants of the Amended Credit Agreement as of December 31, 2023, including maintaining a Fixed Charge Coverage Ratio of not less than 1.25 to 1.00[160]. Audit and Financial Reporting - The consolidated financial statements for the years ended December 31, 2023, and 2022, present the financial position of the Company fairly in all material respects[200]. - The Company has undergone significant audit efforts to evaluate the assumptions related to the estimated fair value of intangible assets acquired, indicating a high degree of auditor judgment[206]. - The Company is committed to maintaining transparency and accuracy in its financial reporting, as evidenced by the certifications from the Chief Executive Officer and Chief Financial Officer[31].

Exhibit 99.1 FitLife Brands Announces Fourth Quarter and Full-Year 2023 Results and Investor Conference Call OMAHA, NE – March 29, 2024 – FitLife Brands, Inc. ("FitLife," the "Company," or "We") (Nasdaq: FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, today announced financial results for the year ended December 31, 2023. The Company's improved financial performance during the quarter and for the full year was driven primarily by the acquisition of Mimi's Rock ...

OMAHA, NE, March 29, 2024 (GLOBE NEWSWIRE) -- FitLife Brands, Inc. (“FitLife,” the “Company,” or “We”) (Nasdaq: FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, today announced financial results for the year ended December 31, 2023.  The Company’s improved financial performance during the quarter and for the full year was driven primarily by the acquisition of Mimi’s Rock Corp. (“MRC”), which closed on February 28, 2023. Highlights for the year ended December 31 ...

OMAHA, NE, March 15, 2024 (GLOBE NEWSWIRE) -- FitLife Brands, Inc. ("FitLife," or the "Company") (NASDAQ:FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, today announced that it will participate in the 36th Annual Roth Conference on Monday, March 18, 2024.  Investors who are interested in meeting with FitLife management should submit their requests through their Roth MKM representative. In conjunction with its participation in the conference, the Company has pre ...

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, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period from N/A to N/A Commission File No. 000-52369 FITLIFE BRANDS, INC. (Name of small business issuer as specified in its charter) Indicate by check mark whether the registrant has subm ...

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 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period from N/A to N/A Commission File No. 000-52369 FITLIFE BRANDS, INC. (Name of small business issuer as specified in its charter) (State or other jurisdiction of incorporation) (IRS Employer Identification No.) Nevada 20-3464383 5214 ...

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 March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT For the transition period from N/A to N/A Commission File No. 000-52369 FITLIFE BRANDS, INC. (Name of small business issuer as specified in its charter) (State or other jurisdiction of incorporation) (IRS Employ ...