ftlf20250930

ftlf20250930_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 September 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 November 12, 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 SEPTEMBER 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	17

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3.	Defaults Upon Senior Securities	28

Item 5.	Other Information	28

Item 6.	Exhibits	28

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)

	September 30, 2025			December 31, 2024
	(Unaudited)
ASSETS:
CURRENT ASSETS
Cash and cash equivalents	$	3,512		$	4,468
Restricted cash		-			52
Accounts receivable, net of allowance for credit losses of $22 and $41, respectively		9,640			1,626
Inventories, net of allowance for obsolescence of $254 and $100, respectively		22,227			11,074
Prepaid expense and other current assets		2,021			923
Total current assets		37,400			18,143

Property and equipment, net		135			75
Right of use asset		785			412
Intangibles, net of amortization of $275 and $152, respectively		51,648			26,235
Goodwill		19,366			13,022
Deferred tax asset		567			-
Other assets		83			644
TOTAL ASSETS	$	109,984		$	58,531

LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable	$	9,148		$	4,067
Accrued expense		6,803			684
Income taxes payable		1,688			1,415
Product returns		863			564
Term loan – current portion		8,094			4,500
Revolving line of credit		6,000			-
Lease liability – current portion		429			81
Total current liabilities		33,025			11,311

Term loan, net of current portion and unamortized deferred finance costs		32,363			8,550
Long-term lease liability, net of current portion		385			331
Derivative liability		32			-
Deferred tax liability		2,287			2,213
TOTAL LIABILITIES		68,092			22,405

STOCKHOLDERS’ EQUITY:
Preferred stock, $0.01 par value, 10,000 shares authorized, none outstanding as of September 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 September 30, 2025 and December 31, 2024		94			92
Additional paid-in capital		32,141			31,129
Retained earnings		10,253			5,567
Accumulated other comprehensive loss		(596	)		(662	)
TOTAL STOCKHOLDERS' EQUITY		41,892			36,126
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	109,984		$	58,531

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

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(In thousands, except per share data)

(Unaudited)

	Three months ended September 30						Nine months ended September 30
	2025			2024			2025			2024

Revenue	$	23,485		$	15,977		$	55,548		$	49,456
Cost of goods sold		14,749			8,976			33,034			27,588
Gross profit		8,736			7,001			22,514			21,868

OPERATING EXPENSE:
Advertising and marketing		1,357			1,093			3,601			3,647
Selling, general and administrative		4,105			2,645			9,102			7,681
Merger and acquisition related		820			59			1,848			217
Depreciation and amortization		136			22			169			85
Total operating expense		6,418			3,819			14,720			11,630

OPERATING INCOME		2,318			3,182			7,794			10,238

OTHER EXPENSE (INCOME)
Interest income		(18	)		(19	)		(94	)		(41	)
Interest expense		580			326			1,049			1,085
Other expense		49			-			49			-
Foreign exchange gain		(43	)		(21	)		(57	)		(26	)
Total other expense		568			286			947			1,018

INCOME BEFORE INCOME TAX PROVISION		1,750			2,896			6,847			9,220

PROVISION FOR INCOME TAXES		829			770			2,161			2,306

NET INCOME	$	921		$	2,126		$	4,686		$	6,914

NET INCOME PER SHARE
Basic	$	0.10		$	0.23		$	0.50		$	0.75
Diluted	$	0.09		$	0.21		$	0.47		$	0.70
Basic weighted average common shares		9,391			9,196			9,332			9,196
Diluted weighted average common shares		9,997			9,930			9,962			9,886

COMPREHENSIVE INCOME:
NET INCOME	$	921		$	2,126		$	4,686		$	6,914
Foreign currency translation adjustment		(42	)		35			98			(136	)
Loss on derivatives		(32	)		-			(32	)

SEC Form 10-Q filed by FitLife Brands Inc.