ftlf20250630

ftlf20250630_10q.htm

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, 2025

☐	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.

(Exact name of registrant as specified in its charter)

Nevada		20-3464383
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

5214 S. 136th Street, Omaha, NE 68137

(Address of principal executive offices)

(402) 991-5618

(Issuer’s telephone number)

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.01 per share

FTLF

The Nasdaq Capital Market

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer	☐	Accelerated filer	☐
Non–Accelerated filer	☒	Small reporting company	☒
		Emerging growth company	☐

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

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

As of August 11, 2025, a total of 9,391,072 shares of the Registrant’s Common Stock, par value $0.01 per share, were issued and outstanding.

FITLIFE BRANDS, INC.

INDEX TO FORM 10-Q FILING

FOR THE QUARTER ENDED JUNE 30, 2025

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)	1
	Condensed Consolidated Statements of Income and Comprehensive Income (unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	3
	Condensed Consolidated Statements of Cash Flows (unaudited)	4
	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management’s Discussion & Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	26

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	27

Item 1A.	Risk Factors	27

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27

Item 3.	Defaults Upon Senior Securities	27

Item 5.	Other Information	27

Item 6.	Exhibits	27

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q (“Quarterly Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this Quarterly Report, includes forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, “proposed”, “intended”, or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	June 30, 2025			December 31, 2024
	(Unaudited)
ASSETS:
CURRENT ASSETS
Cash and cash equivalents	$	1,530		$	4,468
Restricted cash		55			52
Accounts receivable, net of allowance of doubtful accounts of $19 and $41, respectively		2,488			1,626
Inventories, net of allowance for obsolescence of $78 and $100, respectively		11,722			11,074
Deposit for Irwin acquisition		5,000			-
Prepaid expense and other current assets		1,382			923
Total current assets		22,177			18,143

Property and equipment, net		81			75
Right of use asset		367			412
Intangibles, net of amortization of $162 and $152, respectively		26,285			26,235
Goodwill		13,116			13,022
Deferred tax asset		821			644
TOTAL ASSETS	$	62,847		$	58,531

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable	$	4,940		$	4,067
Accrued expense		1,409			684
Income taxes payable		1,521			1,415
Product returns		524			564
Term loan – current portion		4,500			4,500
Lease liability – current portion		74			81
Total current liabilities		12,968			11,311

Term loan, net of current portion and unamortized deferred finance costs		6,321			8,550
Long-term lease liability, net of current portion		299			331
Deferred tax liability		2,340			2,213
TOTAL LIABILITIES		21,928			22,405

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value, 10,000 shares authorized, none outstanding as of June 30, 2025 and December 31, 2024		-			-
Common stock, $0.01 par value, 120,000 shares authorized; 9,391 and 9,210 issued and outstanding as of June 30, 2025 and December 31, 2024		94			92
Additional paid-in capital		32,015			31,129
Retained earnings		9,332			5,567
Foreign currency translation adjustment		(522	)		(662	)
TOTAL STOCKHOLDERS' EQUITY		40,919			36,126
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	62,847		$	58,531

The accompanying notes are an integral part of these condensed consolidated financial statements.

-1-

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(In thousands, except per share data)

(Unaudited)

	Three months ended June 30						Six months ended June 30
	2025			2024			2025			2024

Revenue	$	16,127		$	16,930		$	32,063		$	33,479
Cost of goods sold		9,223			9,350			18,285			18,612
Gross profit		6,904			7,580			13,778			14,867

OPERATING EXPENSE:
Advertising and marketing		1,191			1,326			2,244			2,554
Selling, general and administrative		2,485			2,528			4,997			5,036
Merger and acquisition related		696			24			1,028			158
Depreciation and amortization		14			27			33			63
Total operating expense		4,386			3,905			8,302			7,811

OPERATING INCOME		2,518			3,675			5,476			7,056

OTHER EXPENSE (INCOME)
Interest income		(50	)		(17	)		(76	)		(22	)
Interest expense		225			345			469			759
Foreign exchange (gain) loss		(35	)		(10	)		(14	)		(5	)
Total other expense		140			318			379			732

INCOME BEFORE INCOME TAX PROVISION		2,378			3,357			5,097			6,324

PROVISION FOR INCOME TAXES		631			729			1,332			1,536

NET INCOME	$	1,747		$	2,628		$	3,765		$	4,788

NET INCOME PER SHARE
Basic	$	0.19		$	0.29		$	0.40		$	0.52
Diluted	$	0.18		$	0.27		$	0.38		$	0.49
Basic weighted average common shares		9,389			9,196			9,301			9,196
Diluted weighted average common shares		9,961			9,900			9,944			9,862

COMPREHENSIVE INCOME:
NET INCOME	$	1,747		$	2,628		$	3,765		$	4,788
Foreign currency translation adjustment		111			(250	)		140			(171	)
Comprehensive income	$	1,858		$	2,378		$	3,905		$	4,617

The accompanying notes are an integral part of these condensed consolidated financial statements.

-2-

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(In thousands)

(Unaudited)

	Common Stock				Additional paid-in		Retained earnings (accumulated			Foreign currency translation
	Shares		Amount		capital		deficit)			adjustment			Total

THREE MONTHS ENDED JUNE 30, 2025

APRIL 1, 2025		9,383	$	94	$	31,872	$	7,585		$	(633	)	$	38,918
Exercise of stock options		8		-		44		-			-			44
Stock-based compensation		-		-		99		-			-			99
Comprehensive income		-		-		-		-			111			111
Net income		-		-		-		1,747			-			1,747
JUNE 30, 2025		9,391	$	94	$	32,015	$	9,332		$	(522	)	$	40,919


SIX MONTHS ENDED JUNE 30, 2025

JANUARY 1, 2025		9,210	$	92	$	31,129	$	5,567		$	(662	)	$	36,126
Exercise of stock options		181		2		680		-			-			682
Stock-based compensation		-		-		206		-			-			206
Comprehensive income		-		-		-		-			140			140
Net income		-		-		-		3,765			-			3,765
JUNE 30, 2025		9,391	$	94	$	32,015	$	9,332		$	(522	)	$	40,919


THREE MONTHS ENDED JUNE 30, 2024

APRIL 1, 2024		9,196	$	92	$	30,755	$	(1,257	)	$	(213	)	$	29,377
Stock-based compensation		-		-		101		-			-			101
Comprehensive loss		-		-		-		-			(250	)		(250	)
Net income		-		-		-		2,628			-			2,628
JUNE 30, 2024		9,196	$	92	$	30,856	$	1,371		$	(463	)	$	31,856


SIX MONTHS ENDED JUNE 30, 2024

JANUARY 1, 2024		9,196	$	92	$	30,653	$	(3,417	)	$	(292	)	$	27,036

Stock-based compensation		-		-		203		-			-			203
Comprehensive loss		-		-		-		-			(171	)		(171	)
Net income		-		-

SEC Form 10-Q filed by FitLife Brands Inc.