UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Nevada 20-3464383 (State of Incorporation) (IRS Employer Identification No.) 5214 S. 136th Street, Omaha, NE 68137 (Address of principal executive offices) FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 000-52369 FITLIFE BRANDS, ...

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, 2022 ☐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 Empl ...

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q For the quarterly period ended March 31, 2022 ☐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 ...

[PART I - FINANCIAL INFORMATION](index=4&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents FitLife Brands, Inc.'s unaudited financial statements and management's discussion and analysis [Item 1. Condensed Consolidated Financial Statements (unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) This section presents FitLife Brands, Inc.'s unaudited condensed consolidated financial statements and accompanying notes [Condensed Consolidated Balance Sheets (unaudited)](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets%20(unaudited)) This section provides FitLife Brands, Inc.'s unaudited condensed consolidated balance sheets as of June 30, 2022, and December 31, 2021 Condensed Consolidated Balance Sheet Highlights (June 30, 2022 vs. December 31, 2021) | Metric | June 30, 2022 (USD) | December 31, 2021 (USD) | Change (USD) | % Change | | :-------------------------------- | :------------ | :---------------- | :------- | :------- | | Cash | $12,304,000 | $9,897,000 | $2,407,000 | 24.3% | | Accounts receivable, net | $2,122,000 | $945,000 | $1,177,000 | 124.5% | | Inventories, net | $6,348,000 | $6,520,000 | $(172,000) | (2.6)% | | Total current assets | $21,284,000 | $17,684,000 | $3,600,000 | 20.4% | | TOTAL ASSETS | $24,355,000 | $21,507,000 | $2,848,000 | 13.2% | | Total current liabilities | $3,964,000 | $4,058,000 | $(94,000) | (2.3)% | | TOTAL LIABILITIES | $4,040,000 | $4,161,000 | $(121,000) | (2.9)% | | TOTAL STOCKHOLDERS' EQUITY | $20,315,000 | $17,346,000 | $2,969,000 | 17.1% | [Condensed Consolidated Statements of Operations (unaudited)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20(unaudited)) This section presents FitLife Brands, Inc.'s unaudited condensed consolidated statements of operations for the periods ended June 30 Condensed Consolidated Statements of Operations Highlights (Three Months Ended June 30) | Metric | 2022 (USD) | 2021 (Restated) (USD) | Change (USD) | % Change | | :---------------------- | :----------- | :-------------- | :------- | :------- | | Revenue | $7,999,000 | $8,406,000 | $(407,000) | (4.8)% | | Cost of goods sold | $4,334,000 | $4,725,000 | $(391,000) | (8.3)% | | Gross profit | $3,665,000 | $3,681,000 | $(16,000) | (0.4)% | | Operating expenses | $1,840,000 | $1,648,000 | $192,000 | 11.6% | | OPERATING INCOME | $1,825,000 | $2,033,000 | $(208,000) | (10.2)% | | PRE-TAX NET INCOME | $1,834,000 | $2,038,000 | $(204,000) | (10.0)% | | NET INCOME | $1,446,000 | $1,632,000 | $(186,000) | (11.4)% | | Basic EPS | $0.32 | $0.37 | $(0.05) | (13.5)% | | Diluted EPS | $0.29 | $0.34 | $(0.05) | (14.7)% | Condensed Consolidated Statements of Operations Highlights (Six Months Ended June 30) | Metric | 2022 (USD) | 2021 (Restated) (USD) | Change (USD) | % Change | | :---------------------- | :----------- | :-------------- | :------- | :------- | | Revenue | $15,454,000 | $14,005,000 | $1,449,000 | 10.3% | | Cost of goods sold | $8,517,000 | $7,529,000 | $988,000 | 13.1% | | Gross profit | $6,937,000 | $6,476,000 | $461,000 | 7.1% | | Operating expenses | $3,516,000 | $3,182,000 | $334,000 | 10.5% | | OPERATING INCOME | $3,421,000 | $3,294,000 | $127,000 | 3.9% | | PRE-TAX NET INCOME | $3,437,000 | $3,758,000 | $(321,000) | (8.5)% | | NET INCOME | $2,736,000 | $3,037,000 | $(301,000) | (9.9)% | | Basic EPS | $0.60 | $0.70 | $(0.10) | (14.3)% | | Diluted EPS | $0.55 | $0.64 | $(0.09) | (14.1)% | [Condensed Consolidated Statements of Stockholders' Equity (unaudited)](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity%20(unaudited)) This section details changes in FitLife Brands, Inc.'s stockholders' equity for the six months ended June 30, 2022 and 2021 Stockholders' Equity Changes (Six Months Ended June 30, 2022) | Item | Amount (USD) | | :-------------------------- | :----------- | | Balance, December 31, 2021 | $17,346,000 | | Exercise of stock options | $29,000 | | Stock-based compensation | $204,000 | | Net income | $2,736,000 | | Balance, June 30, 2022 | $20,315,000 | Stockholders' Equity Changes (Six Months Ended June 30, 2021) | Item | Amount (USD) | | :-------------------------- | :----------- | | Balance, December 31, 2020 | $11,874,000 | | Repurchase of common stock | $(260,000) | | Exercise of stock options | $54,000 | | Repurchase of options | $(184,000) | | Stock-based compensation | $238,000 | | Net income | $3,037,000 | | Balance, June 30, 2021 | $14,759,000 | [Condensed Consolidated Statements of Cash Flows (unaudited)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows%20(unaudited)) This section presents FitLife Brands, Inc.'s unaudited condensed consolidated statements of cash flows for the six months ended June 30 Condensed Consolidated Statements of Cash Flows Highlights (Six Months Ended June 30) | Cash Flow Activity | 2022 (USD) | 2021 (Restated) (USD) | Change (USD) | | :-------------------------------- | :----------- | :-------------- | :------- | | Net cash provided by operating activities | $2,378,000 | $3,008,000 | $(630,000) | | Net cash used in investing activities | $0 | $(529,000) | $529,000 | | Net cash provided by (used in) financing activities | $29,000 | $(390,000) | $419,000 | | CHANGE IN CASH | $2,407,000 | $2,089,000 | $318,000 | | CASH, END OF PERIOD | $12,304,000 | $8,425,000 | $3,879,000 | [Notes to Condensed Consolidated Financial Statements (unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) This section provides explanatory notes to FitLife Brands, Inc.'s unaudited condensed consolidated financial statements [NOTE 1 - DESCRIPTION OF BUSINESS](index=8&type=section&id=NOTE%201%20-%20DESCRIPTION%20OF%20BUSINESS) This note outlines FitLife Brands, Inc.'s business, product offerings, distribution, and recent significant developments - FitLife Brands, Inc. is a national provider of nutritional supplements under brands like NDS Nutrition, PMD Sports, SirenLabs, CoreActive, Nutrology, Metis Nutrition (NDS Products) and iSatori, BioGenetic Laboratories, Energize (iSatori Products)[18](index=18&type=chunk) - NDS Products are primarily distributed through franchised and corporate GNC stores, while iSatori Products are sold through over **17,000 retail locations** including specialty, mass, and online channels[18](index=18&type=chunk) - The Company filed a Form 15 on July 18, 2022, to deregister its Common Stock under Section 12(g) of the Exchange Act and terminate its duty to file reports, with an intent to withdraw it upon returning to current filer status[20](index=20&type=chunk) - Financial statements for 2019, 2020, and 2021 (quarterly and annual) were restated due to incorrect revenue recognition for FOB destination terms, where revenue was recognized at shipment instead of delivery[21](index=21&type=chunk)[22](index=22&type=chunk)[23](index=23&type=chunk) - A **4-for-1 forward stock split** was effective December 2, 2021, increasing authorized common shares from **15.0 million to 60.0 million**[24](index=24&type=chunk) - The Board approved an amendment to the Share Repurchase Program on February 1, 2021, authorizing repurchases of up to **$5.0 million** of Common Stock, warrants, and other securities over 24 months[26](index=26&type=chunk) - The COVID-19 pandemic negatively impacted operations due to retail closures but was offset by increased online sales, with future resurgences posing potential adverse effects on supply chain, manufacturing, and demand[28](index=28&type=chunk) [NOTE 2 - BASIS OF PRESENTATION](index=9&type=section&id=NOTE%202%20-%20BASIS%20OF%20PRESENTATION) This note clarifies that interim unaudited financial statements adhere to GAAP and Form 10-Q, not full-year results - Interim financial statements are unaudited and prepared in accordance with GAAP for interim information, Form 10-Q, and Article 8 of Regulation S-X[29](index=29&type=chunk) - Operating results for the three months ended June 30, 2022, are not necessarily indicative of the full year's expected results[29](index=29&type=chunk) [NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=10&type=section&id=NOTE%203%20-%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) This note outlines significant accounting policies, including consolidation, estimates, EPS, leases, goodwill, and revenue - The Company's financial statements are prepared in accordance with GAAP and include the accounts of the Company and its wholly-owned subsidiaries, with intercompany transactions eliminated[30](index=30&type=chunk) - Management makes estimates and assumptions for items such as uncollectible accounts, inventory obsolescence, depreciable lives, goodwill impairment, deferred tax assets, and contingent liabilities[31](index=31&type=chunk)[32](index=32&type=chunk) - Basic EPS is income available to common stockholders divided by weighted average common shares outstanding, while Diluted EPS includes potential dilution from stock options and warrants using the treasury stock method[33](index=33&type=chunk) Basic and Diluted EPS (Three and Six Months Ended June 30) | Metric | 3 Months 2022 (USD) | 3 Months 2021 (USD) | 6 Months 2022 (USD) | 6 Months 2021 (USD) | | :----------------------------------- | :------------ | :------------ | :------------ | :------------ | | Net income | $1,446,000 | $1,632,000 | $2,736,000 | $3,037,000 | | Weighted average common shares - basic | 4,555,957 | 4,392,000 | 4,555,036 | 4,349,540 | | Dilutive effect of outstanding warrants and stock options | 403,692 | 387,520 | 416,425 | 406,736 | | Weighted average common shares - diluted | 4,959,649 | 4,779,520 | 4,971,461 | 4,756,276 | | Basic EPS | $0.32 | $0.37 | $0.60 | $0.70 | | Diluted EPS | $0.29 | $0.34 | $0.55 | $0.64 | - The Company leases corporate office space and equipment, recognizing operating lease right-of-use assets and lease liabilities[35](index=35&type=chunk) - Goodwill impairment testing follows ASU 2017-04, where impairment is the amount by which a reporting unit's carrying value exceeds its fair value, with no triggering event in Q2 2022, though COVID-19 could lead to future charges[38](index=38&type=chunk)[39](index=39&type=chunk) Customer Concentration (Net Sales to GNC) | Period | 2022 | 2021 | | :-------------------------------- | :--- | :--- | | Three months ended June 30 | 70% | 74% | | Six months ended June 30 | 70% | 69% | Online Sales as % of Net Revenue | Period | 2022 | 2021 | | :-------------------------------- | :--- | :--- | | Three months ended June 30 | 26% | 21% | | Six months ended June 30 | 26% | 24% | - Revenue is recognized under ASC 606 when performance obligations are satisfied, typically upon shipment or delivery of products to customers, with control transferring at that time[42](index=42&type=chunk)[43](index=43&type=chunk)[45](index=45&type=chunk) - The Company allows returns within 30 days for direct-to-consumer sales and under specific circumstances for wholesale customers, with less than **5% of products returned**[46](index=46&type=chunk)[47](index=47&type=chunk) - Federal income tax expense is non-cash due to the utilization of federal net operating loss (NOL) carryforwards, totaling **$11.8 million** as of June 30, 2022[48](index=48&type=chunk)[49](index=49&type=chunk) - The Company is evaluating the impact of ASU 2016-13 (CECL model) on its financial statements, with implementation delayed to fiscal years beginning after December 15, 2022, for smaller reporting companies[51](index=51&type=chunk) [NOTE 4 – INVENTORIES](index=13&type=section&id=NOTE%204%20%E2%80%93%20INVENTORIES) This note details inventory accounting policies, including FIFO valuation, obsolescence allowance, and inventory balances - Inventory is carried at the lower of cost or net realizable value using the FIFO method[53](index=53&type=chunk) - An allowance for obsolescence is recognized for expiring, excess, and slow-moving inventory, calculated based on sales projections relative to product shelf life[54](index=54&type=chunk) Inventory Balances (June 30, 2022 vs. December 31, 2021) | Category | June 30, 2022 (USD) | December 31, 2021 (USD) | | :------------------------ | :------------ | :---------------- | | Finished goods | $5,329,000 | $5,908,000 | | Components | $1,122,000 | $668,000 | | Allowance for obsolescence | $(103,000) | $(56,000) | | Total | $6,348,000 | $6,520,000 | [NOTE 5 - PROPERTY AND EQUIPMENT](index=13&type=section&id=NOTE%205%20-%20PROPERTY%20AND%20EQUIPMENT) This note summarizes property and equipment, net of depreciation, and details depreciation expense for the periods presented Property and Equipment (June 30, 2022 vs. December 31, 2021) | Category | June 30, 2022 (USD) | December 31, 2021 (USD) | | :-------------------- | :------------ | :---------------- | | Equipment | $902,000 | $902,000 | | Accumulated depreciation | $(843,000) | $(832,000) | | Total | $59,000 | $70,000 | Depreciation Expense (Three and Six Months Ended June 30) | Period | 2022 (USD) | 2021 (USD) | | :-------------------------- | :--- | :--- | | Three months ended June 30 | $7,000 | $5,000 | | Six months ended June 30 | $11,000 | $13,000 | [NOTE 6 – NOTES PAYABLE](index=14&type=section&id=NOTE%206%20%E2%80%93%20NOTES%20PAYABLE) This note describes the Company's debt obligations, including a revolving line of credit and a fully forgiven PPP loan - The Company has a **$2.5 million** revolving Line of Credit with CIT Bank N.A., secured by all Company assets, bearing interest at one-month LIBOR plus **2.75%**, with no advances outstanding as of June 30, 2022[57](index=57&type=chunk)[58](index=58&type=chunk) - The Line of Credit Maturity Date was extended to December 23, 2022, on September 20, 2022[58](index=58&type=chunk) - A **$449,700 PPP Loan** received on April 27, 2020, was fully forgiven on January 15, 2021[59](index=59&type=chunk) [NOTE 7 - RIGHT OF USE ASSETS AND LIABILITIES](index=14&type=section&id=NOTE%207%20-%20RIGHT%20OF%20USE%20ASSETS%20AND%20LIABILITIES) This note details lease accounting under ASC 842, including right-of-use assets, lease liabilities, terms, and present values - The Company leases office facilities and equipment with lease agreements ranging from **36 to 84 months**[60](index=60&type=chunk) - As of June 30, 2022, the lease liability amounted to **$130,000**, with a right-of-use asset of **$131,000** (net of amortization)[61](index=61&type=chunk)[63](index=63&type=chunk) Lease Liabilities Maturities (in thousands) | Year ending | Operating leases (USD in thousands) | | :------------------------ | :--------------- | | 2022 (remaining six months) | $33,000 | | 2023 | $61,000 | | 2024 | $51,000 | | Less: Imputed interest/present value discount | $(15,000) | | Present value of lease liabilities | $130,000 | - The weighted average remaining lease term for operating leases is **2.1 years**, with an average discount rate of **9%**[62](index=62&type=chunk) [NOTE 8 - EQUITY](index=15&type=section&id=NOTE%208%20-%20EQUITY) This note details the Company's equity structure, including stock split, RSUs, share repurchase program, options, and warrants - A **4-for-1 forward stock split** was effective December 2, 2021, increasing authorized common stock to **60.0 million shares**, with **4,555,957 shares** issued and outstanding as of June 30, 2022[64](index=64&type=chunk) - **160,000 restricted share units (RSUs)** were granted to the CEO in February 2021, vesting upon specific volume-weighted average price targets, with a fair value of **$666,000**[65](index=65&type=chunk) Stock Compensation Expense Related to RSUs (Three and Six Months Ended June 30) | Period | 2022 (USD) | 2021 (USD) | | :-------------------------- | :--- | :--- | | Three months ended June 30 | $85,000 | $95,000 | | Six months ended June 30 | $180,000 | $214,000 | - As of June 30, 2022, there was **$137,000** of unamortized compensation expense associated with RSUs[66](index=66&type=chunk) - The Share Repurchase Program was amended on February 1, 2021, to authorize repurchases of up to **$5.0 million**, with no shares repurchased during the six months ended June 30, 2022[67](index=67&type=chunk)[68](index=68&type=chunk) Stock Options Outstanding (June 30, 2022) | Category | Number of Options | Weighted Average Exercise Price (USD) | | :------------------------ | :---------------- | :------------------------------ | | Outstanding, Dec 31, 2021 | 380,300 | $3.44 | | Exercised | (3,472) | $8.27 | | Outstanding, June 30, 2022 | 376,828 | $3.40 | | Exercisable, June 30, 2022 | 312,828 | $3.06 | - The intrinsic value of outstanding options was **$2,954,000** as of June 30, 2022, with a closing stock price of **$10.50**[70](index=70&type=chunk) Stock Option Compensation Expense (Three and Six Months Ended June 30) | Period | 2022 (USD) | 2021 (USD) | | :-------------------------- | :--- | :--- | | Three months ended June 30 | $12,000 | $12,000 | | Six months ended June 30 | $24,000 | $24,000 | - Total outstanding warrants as of June 30, 2022, amounted to **143,480**, with an exercise price of **$1.15** and an intrinsic value of **$1,342,000**[72](index=72&type=chunk)[73](index=73&type=chunk) [NOTE 9 – COMMITMENTS AND CONTINGENCIES](index=17&type=section&id=NOTE%209%20%E2%80%93%20COMMITMENTS%20AND%20CONTINGENCIES) This note confirms no material litigation or commitments are expected to adversely affect the Company's financial condition - The Company is not involved in any litigation that is believed to have a material adverse effect on its financial condition or results of operations[74](index=74&type=chunk) [Item 2. Management's Discussion & Analysis of Financial Condition and Results of Operations](index=18&type=section&id=Item%202.%20Management's%20Discussion%20%26%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's analysis of FitLife Brands, Inc.'s financial condition, operations, liquidity, and policies [Overview](index=18&type=section&id=Overview) This section provides a brief overview of FitLife Brands, Inc.'s business as a national nutritional supplement provider - FitLife Brands, Inc. is a national provider of nutritional supplements under various brand names, distributed through GNC stores and other retail/online channels[76](index=76&type=chunk) [Recent Developments](index=18&type=section&id=Recent%20Developments) This section highlights recent significant events impacting the Company, including deregistration, restatements, and stock split - The Company filed a Form 15 on July 18, 2022, to deregister its Common Stock, with plans to withdraw it upon achieving current filer status[78](index=78&type=chunk) - Financial statements for 2019, 2020, and 2021 (quarterly and annual) were restated due to errors in revenue recognition for FOB destination terms, impacting various financial accounts[79](index=79&type=chunk)[80](index=80&type=chunk)[81](index=81&type=chunk) - A **4-for-1 forward stock split** was effective December 2, 2021, increasing authorized common shares to **60.0 million**[82](index=82&type=chunk) - The Share Repurchase Program was amended on February 1, 2021, authorizing repurchases of up to **$5.0 million**, with no repurchases occurring in Q2 2022 and **$3,170,000** remaining available[84](index=84&type=chunk)[85](index=85&type=chunk) - The COVID-19 pandemic's negative impact on retail partners was largely offset by increased online sales, but future resurgences could still pose risks to supply chain and demand[86](index=86&type=chunk) - The Company has managed inflationary pressures through price increases to customers, but sustained inflation could adversely affect operating performance if price pass-through becomes difficult[87](index=87&type=chunk) [Results of Operations](index=20&type=section&id=Results%20of%20Operations) This section analyzes FitLife Brands, Inc.'s financial performance for the three and six months ended June 30 Financial Performance (Three Months Ended June 30, 2022 vs. 2021) | Metric | 2022 (USD) | 2021 (USD) | Change (USD) | % Change | | :---------------------- | :----------- | :----------- | :------- | :------- | | Revenue | $7,999,000 | $8,406,000 | $(407,000) | (5)% | | Cost of goods sold | $4,334,000 | $4,725,000 | $(391,000) | (8)% | | Gross profit | $3,665,000 | $3,681,000 | $(16,000) | (0)% | | Operating expenses | $1,840,000 | $1,648,000 | $192,000 | 12% | | Income from operations | $1,825,000 | $2,033,000 | $(208,000) | (10)% | | Net income | $1,446,000 | $1,632,000 | $(186,000) | (11)% | | Gross margin | 45.8% | 43.8% | 2.0 pp | 4.6% | - Revenue decreased by **5%** for the three months ended June 30, 2022, primarily due to fluctuations in wholesale customer order timing[89](index=89&type=chunk) - Online revenue increased to **26%** of total revenue in Q2 2022 from **21%** in Q2 2021, reflecting a shift to online purchasing[90](index=90&type=chunk) - Gross profit decreased slightly by **0.4%**, but gross margin increased to **45.8%** from **43.8%**, driven by a manufacturer rebate and higher online sales[92](index=92&type=chunk) - General and administrative expenses increased by **26.5%** due to **$203,000** in M&A expenses and **$55,000** in restatement-related costs[93](index=93&type=chunk) - Net income decreased by **11%** for the three months ended June 30, 2022, primarily due to lower revenue and increased G&A expenses from M&A and restatement activities[96](index=96&type=chunk) Financial Performance (Six Months Ended June 30, 2022 vs. 2021) | Metric | 2022 (USD) | 2021 (USD) | Change (USD) | % Change | | :---------------------- | :----------- | :----------- | :------- | :------- | | Revenue | $15,454,000 | $14,005,000 | $1,449,000 | 10% | | Cost of goods sold | $8,517,000 | $7,529,000 | $988,000 | 13% | | Gross profit | $6,937,000 | $6,476,000 | $461,000 | 7% | | Operating expenses | $3,516,000 | $3,182,000 | $334,000 | 10% | | Income from operations | $3,421,000 | $3,294,000 | $127,000 | 4% | | Net income | $2,736,000 | $3,037,000 | $(301,000) | (10)% | | Gross margin | 44.9% | 46.2% | (1.3 pp) | (2.8)% | - Revenue increased by **10%** for the six months ended June 30, 2022, driven by increased sales through both wholesale and online channels[97](index=97&type=chunk) - Gross margin decreased to **44.9%** from **46.2%** for the six months ended June 30, 2022, primarily due to higher product costs associated with supply chain disruptions[100](index=100&type=chunk) - General and administrative expenses increased by **20.7%** due to **$208,000** in M&A expenses and **$55,000** in restatement analysis professional fees[101](index=101&type=chunk) - Net income decreased by **10%** for the six months ended June 30, 2022, mainly due to the forgiveness of the PPP loan in 2021 and increased G&A expenses in 2022[104](index=104&type=chunk) [Non-GAAP Measures](index=22&type=section&id=Non-GAAP%20Measures) This section presents non-GAAP financial measures, including EBITDA and Adjusted EBITDA, for core operating insights - The Company presents non-GAAP EBITDA (excluding interest, income taxes, depreciation, and amortization) and Adjusted non-GAAP EBITDA (further excluding stock-based compensation, acquisition-related costs, restatement-related costs, and non-recurring gains/losses) to provide insights into core operating results[105](index=105&type=chunk)[106](index=106&type=chunk) Non-GAAP EBITDA and Adjusted EBITDA (Three and Six Months Ended June 30) | Metric | 3 Months 2022 (USD) | 3 Months 2021 (USD) | 6 Months 2022 (USD) | 6 Months 2021 (USD) | | :------------------------------ | :------------ | :------------ | :------------ | :------------ | | Net income | $1,446,000 | $1,632,000 | $2,736,000 | $3,037,000 | | EBITDA | $1,842,000 | $2,048,000 | $3,452,000 | $3,770,000 | | Stock compensation expense | $97,000 | $107,000 | $204,000 | $238,000 | | M&A/integration expenses | $203,000 | $71,000 | $208,000 | $95,000 | | Restatement related costs | $55,000 | $0 | $55,000 | $0 | | Non-recurring gains | $0 | $0 | $0 | $(453,000) | | Adjusted EBITDA | $2,197,000 | $2,226,000 | $3,919,000 | $3,650,000 | [Liquidity and Capital Resources](index=23&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses FitLife Brands, Inc.'s liquidity position, working capital, cash flows, and available capital resources - As of June 30, 2022, the Company had positive working capital of approximately **$17,320,000**, with **$12,304,000** in cash and **$2,122,000** in accounts receivable[108](index=108&type=chunk) - The Company has a **$2.5 million** revolving Line of Credit, with no outstanding borrowings as of June 30, 2022, and its maturity date was extended to December 23, 2022[109](index=109&type=chunk)[110](index=110&type=chunk)[111](index=111&type=chunk) - The **$449,700 PPP Loan** received in April 2020 was fully forgiven on January 15, 2021[112](index=112&type=chunk) - Management anticipates that cash flow from operations, existing cash resources, and available borrowings under the Line of Credit will be sufficient for liquidity over the next twelve months[113](index=113&type=chunk)[114](index=114&type=chunk) Cash Flow from Operations (Six Months Ended June 30) | Metric | 2022 (USD) | 2021 (USD) | Change (USD) | | :-------------------------------- | :----------- | :----------- | :------- | | Cash provided by operating activities | $2,378,000 | $3,008,000 | $(630,000) | - The decrease in cash provided by operating activities for the six months ended June 30, 2022, was primarily due to increased working capital needs[115](index=115&type=chunk) Cash Flow from Investing and Financing Activities (Six Months Ended June 30) | Metric | 2022 (USD) | 2021 (USD) | Change (USD) | | :-------------------------------- | :--- | :----------- | :------- | | Cash used in investing activities | $0 | $(529,000) | $529,000 | | Cash provided by (used in) financing activities | $29,000 | $(390,000) | $419,000 | [Critical Accounting Policies and Estimates](index=24&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) This section outlines critical accounting policies and significant estimates requiring management judgment in financial reporting - The preparation of financial statements requires management to make significant estimates and judgments, which can affect reported asset/liability amounts and disclosures[117](index=117&type=chunk)[120](index=120&type=chunk) - Key estimates include those related to accounts receivable, inventories, goodwill, revenue, costs, long-term asset valuations, deferred tax assets, and equity instruments[121](index=121&type=chunk) - Goodwill impairment testing follows ASU 2017-04, where impairment is recognized if a reporting unit's carrying value exceeds its fair value, with no triggering event in Q2 2022, though the COVID-19 pandemic could lead to future impairment charges[122](index=122&type=chunk)[123](index=123&type=chunk) - Revenue recognition adheres to ASC 606, recognizing revenue when performance obligations are satisfied upon shipment or delivery of products, and control is transferred to the customer[124](index=124&type=chunk)[125](index=125&type=chunk) - The Company allows product returns, but based on evaluation, less than **5%** of products are returned, making it probable that returns will not cause a significant revenue reversal[128](index=128&type=chunk)[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=25&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section discusses the Company's market risk exposures, primarily interest rate and foreign currency, concluding they are not material - The Company's business is primarily conducted in the United States, so financial results are not materially affected by foreign currency exchange rates or foreign economic conditions[132](index=132&type=chunk) - Exposure to interest rate risk relates to borrowings under the Line of Credit (zero balance as of June 30, 2022) and investments in short-term financial instruments[133](index=133&type=chunk) - The Company does not hold derivative instruments or engage in hedging activities[135](index=135&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of disclosure controls and internal control, identifying material weaknesses that led to restatements and outlining remediation - Management concluded that disclosure controls and procedures were not effective as of June 30, 2022, due to material weaknesses that resulted in reporting errors and a restatement of financial statements for 2019, 2020, and 2021 interim periods[136](index=136&type=chunk)[140](index=140&type=chunk) - Despite material weaknesses, management concluded that consolidated financial statements for the periods covered are prepared in accordance with GAAP and fairly present the financial position, results of operations, and cash flows[137](index=137&type=chunk) - Material weaknesses were identified in the control environment (managerial functions, organizational structure, segregation of duties, personnel adequacy), risk oversight, control activities (policies, IT systems), information processing and communication, and monitoring activities[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[147](index=147&type=chunk) - These weaknesses led to errors in revenue, cost of sales, accounts receivable, inventory, and income tax provision[148](index=148&type=chunk) - Remediation efforts include hiring expert accounting consultants (since March 2022) and a new highly qualified CFO (August 2022) with public company experience[149](index=149&type=chunk)[150](index=150&type=chunk)[152](index=152&type=chunk) - Management is developing a checklist based on the COSO Framework to assess and improve entity-level and activity-level controls, with deficiencies to be discussed with the Audit Committee and independent auditors quarterly[151](index=151&type=chunk) [PART II - OTHER INFORMATION](index=28&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section covers other required information, including legal proceedings, risk factors, equity sales, and exhibits [Item 1. Legal Proceedings](index=28&type=section&id=Item%201.%20Legal%20Proceedings) This section confirms no material legal proceedings are expected to adversely affect the Company's financial condition or operations - The Company is not currently involved in any litigation that is believed to have a material adverse effect on its financial condition or results of operations[154](index=154&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the Annual Report on Form 10-K for risk factors, noting no material changes except as stated - Readers should refer to the Annual Report on Form 10-K for the fiscal year ended December 31, 2021, for a comprehensive discussion of risk factors[156](index=156&type=chunk) - Management is not aware of any material changes to the risk factors discussed in the Annual Report on Form 10-K, except as set forth in this Quarterly Report[156](index=156&type=chunk) [Item 2. 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) This section confirms no unregistered sales of equity securities occurred during the reporting period - There were no unregistered sales of equity securities during the period[157](index=157&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section confirms no defaults upon senior securities occurred during the three-month period ended June 30, 2022 - There were no defaults upon senior securities during the three-month period ended June 30, 2022[158](index=158&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) This section indicates no other information is required to be reported under this item - No other information to report[159](index=159&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including Sarbanes-Oxley certifications and Inline XBRL documents - Exhibits include certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[160](index=160&type=chunk) - Inline XBRL documents (Instance, Schema, Calculation, Definition, Label, Presentation Linkbase Documents) are also filed as exhibits[160](index=160&type=chunk)

[Explanatory Note](index=5&type=section&id=Explanatory%20Note) The company is restating 2019-2021 financial statements to correct historical revenue recognition errors, specifically recognizing revenue at shipment instead of delivery, impacting key financial accounts [Restatement of Financial Statements](index=5&type=section&id=Restatement%20of%20Financial%20Statements) The company is restating 2019-2021 financial statements to correct historical revenue recognition errors, specifically recognizing revenue at shipment instead of delivery, impacting key financial accounts - The Audit Committee, advised by Weaver and Tidwell, L.L.P., determined that financial statements for fiscal years 2019, 2020, and interim periods within 2019, 2020, and 2021 should be restated and no longer relied upon[18](index=18&type=chunk) - The primary reason for the restatement is the correction of revenue recognition timing, as revenue was incorrectly recognized at shipment instead of upon delivery to customers, which is the point at which performance obligations are satisfied under ASC 606[20](index=20&type=chunk)[21](index=21&type=chunk) - This restatement affects several accounts, including **revenue**, **cost of sales**, **inventory**, and **accounts receivable**[21](index=21&type=chunk) [PART I](index=6&type=section&id=PART%20I) [Business Overview](index=6&type=section&id=ITEM%201.%20BUSINESS) FitLife Brands, Inc. provides nutritional supplements under various brands, distributed through GNC and other retail channels, and is subject to extensive FDA and FTC regulation - The company provides nutritional supplements under brand families NDS Products (sold via GNC) and iSatori Products (sold via 17,000+ retail and online locations)[27](index=27&type=chunk) - A **4-for-1 forward stock split** was effective on December 2, 2021, increasing authorized common shares from 15 million to 60 million[29](index=29&type=chunk) - On April 7, 2021, the Company acquired the assets of Nutrology, a brand focused on all-natural and plant-based supplements[31](index=31&type=chunk) - A share repurchase program was amended to authorize up to **$5.0 million** in repurchases, with **36,092 shares** of common stock and **50,840 in-the-money options** repurchased in 2021[35](index=35&type=chunk)[36](index=36&type=chunk) - The company's products are manufactured by third-party, FDA-regulated contract manufacturers in the US and Canada, who are required to follow cGMPs[43](index=43&type=chunk) - The business is heavily regulated by government authorities like the FDA and FTC, particularly concerning product formulation, manufacturing, labeling, and advertising claims under acts like DSHEA and DSNDCPA[55](index=55&type=chunk)[56](index=56&type=chunk)[59](index=59&type=chunk) [Risk Factors](index=14&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces significant risks including high dependence on GNC, supply chain vulnerabilities, extensive regulation, and common stock risks like limited trading volume and concentrated ownership - The company is highly dependent on sales to GNC, which represented approximately **71% of total sales** for both 2021 and 2020, making it vulnerable to reductions in GNC purchases[75](index=75&type=chunk) - The business relies on a limited number of third-party suppliers and manufacturers, making it vulnerable to disruptions, as evidenced by the COVID-19 pandemic's impact on global supply chains for raw materials[80](index=80&type=chunk)[81](index=81&type=chunk) - The company faces risks from extensive laws and regulations, where non-compliance could lead to significant penalties and business interruption[79](index=79&type=chunk) - The company has significant U.S. Net Operating Loss (NOL) carryforwards, but their usability could be substantially limited by an "ownership change" as defined under IRC Section 382[93](index=93&type=chunk)[94](index=94&type=chunk) - The Chairman and CEO, Dayton Judd, may be deemed the beneficial owner of a majority of the company's voting securities, allowing significant influence over shareholder matters and corporate transactions[103](index=103&type=chunk) [Properties](index=19&type=section&id=ITEM%202.%20Properties) The company leases its Omaha, Nebraska headquarters, which management deems adequate for current operations - The Company leases its headquarters in Omaha, Nebraska, which management believes is adequate for its current operations[105](index=105&type=chunk) [Legal Proceedings](index=19&type=section&id=ITEM%203.%20Legal%20Proceedings) The company is not currently involved in any litigation expected to materially impact its financial condition or operations - The Company is not currently involved in any litigation expected to have a material adverse effect on its financial condition or operations[106](index=106&type=chunk) [PART II](index=20&type=section&id=PART%20II) [Market for Common Stock and Related Matters](index=20&type=section&id=ITEM%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the OTC Pink market, exhibiting volatility in 2021, and the company continues its share repurchase program - The Company's common stock is traded on the OTC Pink market under the symbol "FTLF"[110](index=110&type=chunk) Quarterly Stock Price (2020-2021) | Fiscal Year/Quarter | High ($) | Low ($) | | :--- | :--- | :--- | | **2021** | | | | First Quarter | 8.13 | 4.77 | | Second Quarter | 10.43 | 8.00 | | Third Quarter | 13.75 | 9.71 | | Fourth Quarter | 16.00 | 11.88 | | **2020** | | | | First Quarter | 3.69 | 1.93 | | Second Quarter | 3.06 | 2.25 | | Third Quarter | 3.74 | 2.48 | | Fourth Quarter | 5.40 | 3.50 | - Under its share repurchase program, the company repurchased **36,092 shares** of common stock in Q2 2021 at an average price of **$7.13 per share**, with approximately **$3.2 million** remaining available for repurchases as of December 31, 2021[113](index=113&type=chunk)[114](index=114&type=chunk) [Management's Discussion and Analysis (MD&A)](index=21&type=section&id=ITEM%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section details the company's financial performance, including a 26% revenue increase in FY2021, a net income decrease due to a prior-year tax benefit, and the restatement of prior period financials [Results of Operations (FY 2021 vs. FY 2020)](index=26&type=section&id=MD%26A_Results_of_Operations) Fiscal year 2021 saw a 26% revenue increase to $27.9 million and a 31% gross profit rise, though net income decreased due to a non-recurring 2020 income tax benefit Fiscal Year 2021 vs. 2020 Performance (As Restated) | Metric | 2021 | 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $27,913,000 | $22,111,000 | $5,802,000 | 26% | | Gross Profit | $12,504,000 | $9,537,000 | $2,967,000 | 31% | | Income from Operations | $6,230,000 | $4,346,000 | $1,884,000 | 43% | | Net Income | $5,410,000 | $8,825,000 | $(3,415,000) | (39)% | - The **26% revenue growth** in 2021 was driven by continued expansion in the wholesale business and the online direct-to-consumer channel[155](index=155&type=chunk) - Online revenue constituted **24% of total revenue** in 2021, up from 20% in 2020, reflecting a consumer shift to e-commerce[156](index=156&type=chunk) - The decrease in net income for 2021 was primarily due to a one-time income tax benefit of **$4,415,000** in 2020 related to the removal of a reserve against deferred tax assets[163](index=163&type=chunk) [Non-GAAP Measures](index=27&type=section&id=MD%26A_Non-GAAP_Measures) The company utilizes non-GAAP measures like Adjusted EBITDA, which increased to $7.0 million in 2021, to provide insight into core operating performance Reconciliation of Net Income to Adjusted EBITDA (Unaudited) | | Year Ended Dec 31, 2021 | Year Ended Dec 31, 2020 | | :--- | :--- | :--- | | Net income | $5,410,000 | $8,825,000 | | Interest expense (income), net | $(25,000) | $6,000 | | Provision (benefit) for income taxes | $1,298,000 | $(4,415,000) | | Depreciation and amortization | $59,000 | $38,000 | | **EBITDA** | **$6,742,000** | **$4,454,000** | | Stock-based compensation expense | $452,000 | $78,000 | | Acquisition related expenses | $253,000 | - | | Non-recurring gains | $(453,000) | $(70,000) | | **Adjusted EBITDA** | **$6,994,000** | **$4,462,000** | [Liquidity and Capital Resources](index=27&type=section&id=MD%26A_Liquidity_and_Capital_Resources) Working capital significantly increased to $13.6 million at year-end 2021 due to strong operating cash flow, with management confident in sufficient liquidity for the next twelve months - Working capital increased to **$13.6 million** at Dec 31, 2021, from **$7.6 million** at Dec 31, 2020, mainly from operating cash flows[167](index=167&type=chunk) - The company has a **$2.5 million** revolving line of credit with CIT Bank N.A., which was extended to December 23, 2022[168](index=168&type=chunk)[171](index=171&type=chunk) - A PPP loan of **$449,700** received in April 2020 was fully forgiven, including accrued interest, on January 15, 2021[172](index=172&type=chunk) - Net cash provided by operating activities was **$4.5 million** in 2021, compared to **$5.7 million** in 2020, with the decrease mainly due to increased investment in inventory[175](index=175&type=chunk) [Supplemental Unaudited Quarterly Financial Information (Restated)](index=29&type=section&id=MD%26A_Supplemental_Quarterly_Info) This section presents restated unaudited quarterly financial results for 2021 and 2020, correcting revenue recognition errors and showing significant year-over-year growth in Q2 2021 Q2 2021 vs Q2 2020 Performance (Restated) | Metric (Three Months Ended June 30) | 2021 | 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $8,406,000 | $2,990,000 | $5,416,000 | 181% | | Gross Profit | $3,681,000 | $1,436,000 | $2,245,000 | 156% | | Net Income | $1,632,000 | $25,000 | $1,607,000 | n/a | Q1 2021 vs Q1 2020 Performance (Restated) | Metric (Three Months Ended March 31) | 2021 | 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $5,599,000 | $6,542,000 | $(943,000) | (14)% | | Gross Profit | $2,795,000 | $2,910,000 | $(115,000) | (4)% | | Net Income | $1,405,000 | $1,601,000 | $(196,000) | (12)% | [Consolidated Financial Statements and Supplementary Data](index=35&type=section&id=ITEM%208.%20Consolidated%20Financial%20Statements%20and%20Supplementary%20Data) This section presents audited consolidated financial statements for 2021 and 2020, with the auditor's report highlighting the restatement and critical audit matters like product returns and deferred tax asset realizability - The independent auditor's report explicitly mentions the restatement of the 2020 financial statements to correct misstatements[309](index=309&type=chunk) - Critical Audit Matters identified by the auditor include management's estimate of product returns and the realizability of deferred tax assets[313](index=313&type=chunk)[314](index=314&type=chunk)[317](index=317&type=chunk) Consolidated Balance Sheet Highlights (As of Dec 31) | Metric | 2021 | 2020 (Restated) | | :--- | :--- | :--- | | Total Assets | $21,507,000 | $16,624,000 | | Total Liabilities | $4,161,000 | $4,750,000 | | Total Stockholders' Equity | $17,346,000 | $11,874,000 | | Cash | $9,897,000 | $6,336,000 | | Inventories, net | $6,520,000 | $3,529,000 | - Note 3 details the acquisition of Nutrology on April 7, 2021, for total consideration of **$529,000**, which resulted in **$133,000 of goodwill** and **$222,000 of intangible assets**[391](index=391&type=chunk)[395](index=395&type=chunk) - Note 9 states the company has federal NOL carryforwards of approximately **$15.3 million** as of Dec 31, 2021, with management believing the majority will be utilizable[425](index=425&type=chunk)[426](index=426&type=chunk) - Note 11 provides a detailed breakdown of the restatement adjustments for the quarterly periods of 2021, correcting the timing of revenue recognition and other related accounts[433](index=433&type=chunk)[437](index=437&type=chunk) [Controls and Procedures](index=36&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of December 31, 2021, due to material weaknesses across COSO components, leading to financial restatements, with remediation efforts underway - Management, including the CEO and CFO, concluded that disclosure controls and procedures were **not effective** as of year-end 2021[223](index=223&type=chunk) - Material weaknesses were identified across all five components of the COSO framework: **control environment**, **risk oversight**, **control activities**, **information processing/communication**, and **monitoring**[227](index=227&type=chunk)[228](index=228&type=chunk)[229](index=229&type=chunk) - These control failures resulted in improper recognition of revenue, cost of sales, accounts receivable, and inventory, necessitating the financial restatement[233](index=233&type=chunk) - Remediation efforts are underway, including hiring expert accounting consultants and appointing a new, highly qualified CFO in August 2022[235](index=235&type=chunk)[236](index=236&type=chunk) [PART III](index=39&type=section&id=PART%20III) [Directors, Executive Officers, and Corporate Governance](index=39&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%2C%20and%20Corporate%20Governance) This section outlines the company's leadership, including Chairman and CEO Dayton Judd, the independent board, its three standing committees, and the adopted Code of Ethics - Dayton Judd serves as the Chief Executive Officer and Chairman of the Board[244](index=244&type=chunk) - The Board has determined that **four of its five directors are independent**[258](index=258&type=chunk) - The Board has three standing committees: **Audit**, **Compensation**, and **Nominating and Corporate Governance**, with charters available upon request[263](index=263&type=chunk) - The company has adopted a Code of Ethics applicable to all employees, officers, and directors[270](index=270&type=chunk) [Executive Compensation](index=44&type=section&id=ITEM%2011.%20Executive%20Compensation) This section details executive compensation, with CEO Dayton Judd's 2021 total compensation at approximately $1.28 million, including significant equity awards, and non-employee directors receiving an annual retainer 2021 Summary Compensation Table | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | All Other Comp. ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Dayton Judd, CEO | 2021 | 326,539 | 100,000 | 666,344 | 184,620 | - | 1,277,503 | | Patrick Ryan, Chief Retail Officer | 2021 | 132,692 | 5,000 | - | - | 214,448 | 352,140 | | Susan Kinnaman, CFO | 2021 | 131,538 | 8,000 | - | - | - | 154,138 | - In February 2021, CEO Dayton Judd was granted options for **128,000 shares** and **160,000 RSUs** with performance-based vesting tied to the company's stock price[276](index=276&type=chunk) - Non-employee directors received **$40,000** each for their services in 2021[284](index=284&type=chunk)[285](index=285&type=chunk) [Security Ownership](index=47&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of October 12, 2022, Chairman and CEO Dayton Judd beneficially owned approximately 57.7% of common stock, giving management significant influence over shareholder matters Beneficial Ownership of Common Stock (as of Oct 12, 2022) | Name of Owner | Shares Owned | Percentage of Class | | :--- | :--- | :--- | | Dayton Judd, Chair and CEO | 2,881,529 | 57.7% | | All Officers and Directors as a group (7 persons) | 3,014,305 | 60.3% | [Principal Accountant Fees and Services](index=48&type=section&id=ITEM%2014.%20Principal%20Accountant%20Fees%20and%20Services) Weaver and Tidwell, L.L.P. served as the independent accounting firm for 2021 and 2020, with total fees of $121,000 and $121,900 respectively, all pre-approved by the Audit Committee Accountant Fees (Weaver and Tidwell, L.L.P.) | Fee Type | 2021 | 2020 | | :--- | :--- | :--- | | Audit fees | $91,000 | $84,000 | | Tax fees | $30,000 | $33,000 | | All other fees | - | $4,900 | | **Total** | **$121,000** | **$121,900** | - The Audit Committee pre-approved **100%** of the audit and non-audit services provided by the independent accounting firm[295](index=295&type=chunk) [PART IV](index=49&type=section&id=PART%20IV) [Exhibits and Financial Statement Schedules](index=49&type=section&id=ITEM%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Form 10-K, including corporate documents, material contracts, and required CEO and CFO certifications - Lists key corporate documents, including Articles of Incorporation, Bylaws, and the Tax Benefit Preservation Plan[299](index=299&type=chunk) - Includes material agreements such as the 2019 Omnibus Incentive Plan and the Revolving Line of Credit Agreement[301](index=301&type=chunk) - Contains required CEO and CFO certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act[301](index=301&type=chunk)

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, 2021 ☐ 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 Em ...

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 June 30, 2021 ☐ 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) Nevada 20-3464383 (State or other jurisdiction of incorpora ...

PART I - FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(unaudited)) The unaudited Q1 2021 financial statements show stable revenue, increased profitability, and a strengthened balance sheet [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $18.35 million, liabilities decreased due to PPP loan forgiveness, and stockholders' equity grew Condensed Consolidated Balance Sheet Highlights (in thousands) | Balance Sheet Item | March 31, 2021 | December 31, 2020 | | :--- | :--- | :--- | | **Total Current Assets** | $13,797 | $11,873 | | **Total Assets** | $18,349 | $16,774 | | **Total Current Liabilities** | $4,356 | $4,129 | | **Total Liabilities** | $4,500 | $4,740 | | **Total Stockholders' Equity** | $13,849 | $12,034 | - The decrease in total liabilities was significantly impacted by the forgiveness of the PPP loan, which was $453,000 as of December 31, 2020, and zero as of March 31, 2021[13](index=13&type=chunk) [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Revenue remained flat, while gross profit increased and net income rose 18% to $1.68 million, aided by PPP loan forgiveness Q1 2021 vs Q1 2020 Performance (in thousands, except per share data) | Metric | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Revenue | $6,158 | $6,151 | | Gross Profit | $3,077 | $2,737 | | Operating Income | $1,543 | $1,321 | | Pre-Tax Net Income | $2,002 | $1,387 | | Net Income | $1,684 | $1,428 | | Diluted EPS | $1.43 | $1.27 | - A significant contributor to net income in Q1 2021 was a $453,000 gain on debt forgiveness, which was absent in the prior year[15](index=15&type=chunk) [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Stockholders' equity increased to $13.85 million, primarily driven by net income of $1.68 million and stock-based compensation - The primary drivers for the increase in stockholders' equity during Q1 2021 were net income of **$1,684,000** and stock-based compensation of **$131,000**[17](index=17&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=8&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash provided by operating activities significantly improved to $289,000, increasing the cash balance to $6.63 million Cash Flow Summary (in thousands) | Cash Flow Activity | Q1 2021 | Q1 2020 | | :--- | :--- | :--- | | Net Cash from Operating Activities | $289 | $1 | | Net Cash from Investing Activities | $0 | $0 | | Net Cash from Financing Activities | $0 | $2,400 | | **Change in Cash** | **$289** | **$2,401** | | **Cash, End of Period** | **$6,625** | **$2,666** | - The significant cash provided by financing activities in Q1 2020 was due to **$2.5 million** in proceeds from a line of credit, which was not repeated in Q1 2021[20](index=20&type=chunk) [Notes to Condensed Consolidated Financial Statements](index=9&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Key notes highlight the Tax Benefits Preservation Plan, expanded share repurchase, customer concentration, PPP loan forgiveness, and post-quarter acquisitions - The company adopted a Tax Benefits Preservation Plan to protect its valuable Net Operating Losses (NOLs) from being limited by an "ownership change" as defined in Section 382 of the IRC[26](index=26&type=chunk) - On February 1, 2021, the Board increased the authorized amount for the Share Repurchase Program to **$5.0 million**[27](index=27&type=chunk) - Sales to GNC represented **66% of total net revenue** in Q1 2021, a decrease from 76% in Q1 2020. Concurrently, online sales grew to **26% of net revenue** in Q1 2021, up from 14% in the prior year period[43](index=43&type=chunk)[44](index=44&type=chunk) - The full balance of the company's **$449,700 Paycheck Protection Program (PPP) loan**, including accrued interest, was forgiven on January 15, 2021[31](index=31&type=chunk)[64](index=64&type=chunk) - Subsequent to the quarter end, on April 7, 2021, the company acquired the assets of Nutrology, a nutritional supplement company focused on all-natural and plant-based products[24](index=24&type=chunk)[81](index=81&type=chunk) [Item 2. Management's Discussion & Analysis of Financial Condition and Results of Operations](index=20&type=section&id=Item%202.%20Management%27s%20Discussion%20%26%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management reports flat revenue but significantly improved profitability in Q1 2021, driven by expanded gross margins and PPP loan forgiveness, with strong liquidity [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Revenue remained flat, while gross profit increased 12% and net income rose 18% to $1.68 million, driven by improved margins and PPP loan forgiveness Q1 2021 vs Q1 2020 Operational Results (in thousands) | Metric | Q1 2021 | Q1 2020 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Revenue | $6,158 | $6,151 | $7 | 0% | | Gross Profit | $3,077 | $2,737 | $340 | 12% | | Income from Operations | $1,543 | $1,321 | $222 | 17% | | Net Income | $1,684 | $1,428 | $256 | 18% | - The increase in gross margin to **50.0%** from 44.5% in the prior year is principally attributed to a greater mix of online sales[100](index=100&type=chunk)[101](index=101&type=chunk) - Adjusted EBITDA, a non-GAAP measure, increased to **$1.68 million** in Q1 2021 from $1.36 million in Q1 2020[108](index=108&type=chunk) [Liquidity and Capital Resources](index=25&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity strengthened with working capital at $9.4 million, supported by $6.6 million cash and an undrawn $2.5 million line of credit, with the PPP loan forgiven - As of March 31, 2021, the company had positive working capital of approximately **$9,441,000** and cash of **$6,625,000**[109](index=109&type=chunk) - The company maintains a **$2.5 million revolving line of credit** with CIT Bank N.A., which was undrawn as of the quarter's end[110](index=110&type=chunk) - Cash provided by operating activities for Q1 2021 was **$289,000**, compared to just $1,000 in Q1 2020[117](index=117&type=chunk) [Critical Accounting Policies and Estimates](index=26&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) Key accounting policies requiring significant judgment include estimates for receivables, inventories, deferred tax assets, goodwill impairment, and revenue recognition - Critical accounting policies requiring significant management estimates include those related to accounts receivable, inventories, goodwill, revenue, costs, and the valuation of long-term assets and deferred tax assets[123](index=123&type=chunk) - The company recognizes revenue under ASC 606, with control of products transferring to customers upon shipment from its facilities, at which point performance obligations are satisfied[127](index=127&type=chunk)[129](index=129&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=27&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is not material, with no significant foreign currency or interest rate risk, and no use of derivative instruments - The company's financial results are not materially affected by changes in foreign currency exchange rates as its business is conducted principally in the United States[133](index=133&type=chunk) - Interest rate risk is primarily related to borrowings under the Line of Credit, which had a zero balance as of March 31, 2021[135](index=135&type=chunk) - The company does not hold any derivative instruments or engage in hedging activities[137](index=137&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective, with no material changes reported during the quarter - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were effective at the reasonable assurance level as of the end of the period[138](index=138&type=chunk) - Based on an assessment using the COSO framework, management concluded that the company's internal control over financial reporting was effective as of March 31, 2021[139](index=139&type=chunk) - There were no changes in internal controls over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, these controls[140](index=140&type=chunk) PART II - OTHER INFORMATION [Item 1. Legal Proceedings](index=29&type=section&id=Item%201.%20Legal%20Proceedings) The company is not involved in any material litigation expected to adversely affect its financial condition or operations - The company is not involved in any material litigation[142](index=142&type=chunk) [Item 1A. Risk Factors](index=29&type=section&id=Item%201A.%20Risk%20Factors) This section refers to risk factors in the 2020 Form 10-K, with no material changes or additions reported - The company's risks and uncertainties are described in its Annual Report on Form 10-K for the fiscal year ended December 31, 2020[143](index=143&type=chunk) [Item 2. 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[144](index=144&type=chunk) [Item 3. Defaults Upon Senior Securities](index=29&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities during the three-month period - There were no defaults upon senior securities during the quarter[145](index=145&type=chunk) [Item 5. Other Information](index=29&type=section&id=Item%205.%20Other%20Information) The company reported no other information for this item - None[146](index=146&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including certifications and XBRL data files - Exhibits filed include the Tax Benefit Preservation Plan, Certifications pursuant to Sarbanes-Oxley Act Sections 302 and 906, and XBRL Instance Documents[147](index=147&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2020 OR [ ] TRANSITION 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 (State of Incorporation) (IRS Employer Identification No.) 5214 S. 136th ...

FITLIFE BRANDS, INC. (Name of small business issuer as specified in its charter) 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, 2020 ☐ 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 (State or other jurisdiction of incorporation) (IRS Em ...