[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 ...

Nevada 20-3464383 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, 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 FITLIFE BRANDS, INC. (Name of small business issuer as specified in its charter) (State or other jurisdiction of incorporation) (IRS Employer Identification No.) UNITED STATES SECURITIES AND EXC ...

Financial Performance - Revenue for the three months ended March 31, 2020, was $6,151,000, an increase of 4.6% compared to $5,878,000 for the same period in 2019[17] - Gross profit for the same period was $2,737,000, representing a gross margin of 44.4%, up from $2,541,000 and a gross margin of 43.2% in 2019[17] - Net income for the three months ended March 31, 2020, was $1,428,000, compared to $1,187,000 in 2019, reflecting a year-over-year increase of 20.3%[17] - Basic net income per share available to common shareholders increased to $1.36 in Q1 2020 from $1.07 in Q1 2019, a rise of 27.1%[17] - Operating income for the three months ended March 31, 2020, was $1,321,000, an increase from $1,202,000 in the same period of 2019[17] - Net income available to common shareholders for the three months ended March 31, 2020, was $1,428,000, compared to $1,187,000 for the same period in 2019, representing a 20.3% increase[45] - Basic earnings per share increased to $1.36 for the three months ended March 31, 2020, from $1.07 in the same period of 2019, a 27.1% increase[45] - Cash provided by operating activities was $1,000 for the three months ended March 31, 2020, a significant improvement from cash used in operations of $(121,000) for the same period in 2019[119] - Cash provided by financing activities was $2,400,000 for the three months ended March 31, 2020, compared to $300,000 for the same period in 2019[120] - Net income for the three-month period ended March 31, 2020 was $1,428,000, compared to $1,187,000 for the same period in 2019, reflecting an increase primarily due to higher revenue and lower operating expenses[111] Assets and Liabilities - Total current assets as of March 31, 2020, were $10,406,000, significantly higher than $5,701,000 as of December 31, 2019[15] - Total liabilities increased to $6,306,000 as of March 31, 2020, compared to $2,984,000 as of December 31, 2019[15] - The company reported a total stockholders' equity of $4,698,000 as of March 31, 2020, compared to $3,342,000 at the end of 2019[15] - As of March 31, 2020, the company had positive working capital of approximately $4,296,000, an increase from $2,925,000 at December 31, 2019[112] - The company owed $2.5 million under its existing Line of Credit as of March 31, 2020[137] Cash and Liquidity - Cash at the end of the period was $2,666,000, up from $438,000 at the end of Q1 2019, indicating a substantial liquidity improvement[23] - The company anticipates that cash derived from operations and existing cash resources will be sufficient to meet liquidity needs for the next twelve months[113] - The Company drew $2.5 million from the line of credit on March 20, 2020, to maintain financial flexibility amid COVID-19 uncertainties[31] - The Company received a loan of approximately $449,700 under the Paycheck Protection Program as part of the CARES Act[90] Sales and Revenue Sources - Sales to GNC accounted for 76% of total net revenue in Q1 2020, down from 82% in Q1 2019, with net sales of $4,697,000 compared to $4,864,000[50] - Online sales represented 14% of the Company's net revenue in Q1 2020, up from 10% in Q1 2019[51] - Online revenue accounted for approximately 14% of total revenue during the three months ended March 31, 2020, up from roughly 10% in the same period in 2019[104] Shareholder Activities - The Company repurchased 11,900 shares of Common Stock during Q1 2020, approximately 1% of the issued and outstanding shares[38] - The Company repurchased 11,900 shares of Common Stock for an aggregate purchase price of $171,000 during the three-month period ended March 31, 2020[78] - The Company repurchased 11,900 shares of Common Stock, approximately 1% of the issued and outstanding shares, at an average price of $14.35 per share[147] - The Share Repurchase Program was amended to allow for up to $2.5 million in repurchases over 24 months[36] - The Company issued a total of 123,222 shares of Common Stock following the conversion of 550 shares of Series A Preferred Stock on December 23, 2019[39] - The Company issued 417 shares of Common Stock with a fair value of $4,000 to directors for services rendered during the three-month period ended March 31, 2020[76] Operational Efficiency - General and administrative expenses decreased to $733,000 for the three months ended March 31, 2020, down from $774,000 in the same period last year, due to cost-reduction initiatives[108] - Selling and marketing expenses increased to $671,000 for the three months ended March 31, 2020, compared to $550,000 for the same period in 2019, reflecting increased marketing investments[109] - The Company allows for product returns, with less than 5% of products being returned, indicating a low risk of revenue reversal[57] Tax and Deferred Assets - The Company reported a federal net operating loss carryforward of approximately $26.6 million as of December 31, 2019, which can offset future taxable income[59] - During the quarter ended March 31, 2020, the Company received a tax refund of $41,000 related to alternative minimum tax carryforward[60] - The Company recorded a 100% valuation allowance against its net deferred tax assets as of March 31, 2020, due to uncertainties in future profitability[61] Inventory and Receivables - As of March 31, 2020, the Company's total inventories amounted to $3,023,000, a slight increase from $2,998,000 as of December 31, 2019[65] - Gross accounts receivable attributable to GNC as of March 31, 2020, were $4,186,000, representing 91% of total accounts receivable[50] Internal Controls - The Chief Executive Officer and Chief Financial Officer concluded that the internal control over financial reporting was effective as of March 31, 2020[141] - There have been no changes in internal controls over financial reporting during the quarter ended March 31, 2020[142]

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, 2019 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 ...

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, 2019 ☐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 ...