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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549 
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): May 15, 2025
 
Commission File Number: 000-52369
 
FitLife Brands, Inc.
(Exact name of registrant as specified in its charter.)
 
Nevada
20-3464383
(State or other jurisdiction of incorporation
or organization)
(IRS Employer Identification No.)
 
5214 S. 136th Street, Omaha, Nebraska 68137
(Address of principal executive offices)
 
402-884-1894
(Registrant's Telephone number)
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of exchange on which registered
Common Stock, par value $0.01 per share
FTLF
Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2)
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. ☐
 


 
Item 2.02     Results of Operations and Financial Condition.
 
On May 15, 2025, FitLife Brands, Inc. (the “Company”) issued a press release announcing the Company’s financial results for the quarter ended March 31, 2025. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1.
 
Item 7.01 Regulation FD Disclosure
 
See Item 2.02.
 
Disclaimer.
 
The information furnished pursuant to Item 2.02 and 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by referenced.
 
Item 9.01 Financial Statements and Exhibits.
 
(d) Exhibits Index
 
Exhibit
No.
 
Description
99.1
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 


 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
FitLife Brands, Inc.
     
Date: May 15, 2025
By:
/s/ Dayton Judd
   
Dayton Judd
 
 
EX-99.1 2 ex_818785.htm EXHIBIT 99.1 ex_818785.htm
 

Exhibit 99.1

 

 ftl.jpg

 

FitLife Brands Announces First Quarter 2025 Results

 

OMAHA, NE – May 15, 2025 – FitLife Brands, Inc. (“FitLife” or the “Company”) (NASDAQ: FTLF), a provider of innovative and proprietary nutritional supplements and wellness products, today announced financial results for the first quarter ended March 31, 2025.

 

Highlights for the first quarter ended March 31, 2025 include:

 

 

Total revenue was $15.9 million, 4% lower than the first quarter of 2024.

 

 

Online sales were $10.6 million, representing 67% of total revenue and down 2% compared to the first quarter of 2024.

 

 

Gross margin was 43.1% compared to 44.0% during the first quarter of 2024.

 

 

Net income for the first quarter of 2025 was $2.0 million compared to $2.2 million during the same period last year.

 

 

Basic earnings per share and diluted earnings per share were $0.22 and $0.20, respectively, compared to $0.23 and $0.21 for the first quarter of 2024.

 

 

Adjusted EBITDA was $3.4 million, a 6% decrease compared to the first quarter of 2024.

 

 

The Company ended the quarter with $12.0 million outstanding on its term loans and cash of $6.0 million, or total net debt of $6.0 million, equivalent to approximately 0.4x adjusted EBITDA.

 

For the first quarter ended March 31, 2025, total revenue decreased 4% to $15.9 million compared to $16.5 million during the same period last year. Online revenue for the quarter was $10.6 million, down 2% compared to the quarter ended March 31, 2024. Online revenue accounted for 67% and 65% of the Company’s total revenue during the quarters ended March 31, 2025 and 2024, respectively. Wholesale revenue for the quarter ended March 31, 2025 was $5.3 million, a 7% decrease when compared to the same period last year.

 

Gross margin for the quarter ended March 31, 2025 was 43.1% compared to 44.0% during the same period in the prior year.

 

1

 

Net income for the first quarter of 2025 was $2.0 million compared to $2.2 million during the quarter ended March 31, 2024. Basic earnings per share and diluted earnings per share were $0.22 and $0.20, respectively, compared to $0.23 and $0.21 for the first quarter of 2024. Excluding the impact of elevated merger- and acquisition-related expense for the first quarter of 2025, net income and earnings per share would have been comparable or higher than during the first quarter of 2024.

 

Adjusted EBITDA for the quarter ended March 31, 2025 was $3.4 million, a decrease of 6% compared to the same period in 2024, bringing adjusted EBITDA for the trailing twelve months to $13.9 million.

 

The Company ended the quarter with $12.0 million outstanding on its term loans, no outstanding balance on its line of credit, and cash of $6.0 million, or total net debt of $6.0 million.

 

Performance of Acquired Brands

 

One of the primary metrics used by management to evaluate the performance of the Company’s brands is contribution, a non-GAAP financial measure which management defines as gross profit less advertising and marketing expenditures. Other companies may also report contribution as a performance metric, but their definition or calculation of contribution may differ from the Company’s. Management believes that contribution, as defined by the Company, is a particularly relevant performance metric since it incorporates the gross profit associated with a specific brand or collection of brands as well as the advertising and marketing expenditures associated with the same brand or brands. With limited exceptions, other operating expense incurred by the Company is generally not allocable to a specific brand or collection of brands.

 

Management intends to provide this level of disclosure for acquired brands for no more than two years following a transaction, after which the performance of acquired brands will be reported as part of Legacy FitLife results. Other than for MusclePharm, the numbers in the contribution tables presented below in the body of this press release represent the performance of a collection of brands. Legacy FitLife consists of nine brands and MRC consists of three brands. These collections of brands do not meet the definition of operating segments and are not managed as such.

 

2

 

Legacy FitLife

                                       

(Unaudited)

                                       
   

2024

   

2025

 
   

Q1

   

Q2

   

Q3

   

Q4

   

Q1

 

Wholesale revenue

    4,506       4,224       3,859       3,210       4,585  

Online revenue

    2,455       2,578       2,443       2,112       2,714  

Total revenue

    6,961       6,802       6,302       5,322       7,299  

Gross profit

    2,928       3,006       2,684       2,115       3,254  

Gross margin

    42.1 %     44.2 %     42.6 %     39.7 %     44.6 %

Advertising and marketing

    80       94       70       59       85  

Contribution

    2,848       2,912       2,614       2,056       3,169  

Contribution as a % of revenue

    40.9 %     42.8 %     41.5 %     38.6 %     43.4 %

 

For the first quarter of 2025, Legacy FitLife revenue increased 5% compared to the same period last year, driven by an 11% increase in online revenue and a 2% increase in wholesale revenue.

 

Gross profit and contribution for Legacy FitLife both increased by 11% compared to the same period last year. Gross margin increased from 42.1% during the first quarter of 2024 to 44.6% during the first quarter of 2025. Contribution as a percentage of revenue increased from 40.9% to 43.4% over the same time period.

 

Mimi's Rock (MRC)

                                       

(Unaudited)

                                       
   

2024

   

2025

 
   

Q1

   

Q2

   

Q3

   

Q4

   

Q1

 

Wholesale revenue

    94       90       71       40       63  

Online revenue

    7,399       7,371       7,139       6,832       6,611  

Total revenue

    7,493       7,461       7,210       6,872       6,674  

Gross profit

    3,520       3,597       3,441       3,350       3,030  

Gross margin

    47.0 %     48.2 %     47.7 %     48.7 %     45.4 %

Advertising and marketing

    1,062       1,071       929       803       794  

Contribution

    2,458       2,526       2,512       2,547       2,236  

Contribution as % of revenue

    32.8 %     33.9 %     34.8 %     37.1 %     33.5 %

 

For the first quarter of 2025, MRC revenue decreased 11% compared to the same period in 2024. Revenue for the largest MRC brand, Dr. Tobias, decreased 11% while revenue for the skin care brands, Maritime Naturals and All Natural Advice, declined 14% (or 9% on a constant currency basis) for the first quarter of 2025 compared to the same period in 2024.

 

3

 

For MRC, gross profit declined 14% and contribution declined 9%. Gross margin declined to 45.4% compared to 47.0% in the first quarter of 2024. Contribution as a percentage of revenue increased to 33.5% compared to 32.8% during the first quarter of 2024.

 

The decrease in gross profit for the MRC brands is primarily the result of lower sales. The decrease in gross margin is primarily driven by the change in product mix within the Dr. Tobias brand. The year-over-year increase in contribution as a percentage of revenue for the MRC brands is the result of continued optimization of advertising spend across all MRC brands.

 

 

MusclePharm

                                       

(Unaudited)

                                       
   

2024

   

2025

 
   

Q1

   

Q2

   

Q3

   

Q4

   

Q1

 

Wholesale revenue

    1,117       1,388       1,231       1,689       658  

Online revenue

    978       1,279       1,234       1,130       1,305  

Total revenue

    2,095       2,667       2,465       2,819       1,963  

Gross profit

    839       977       876       747       590  

Gross margin

    40.0 %     36.6 %     35.5 %     26.5 %     30.1 %

Advertising and marketing

    86       161       94       117       174  

Contribution

    753       816       782       630       416  

Contribution as % of revenue

    35.9 %     30.6 %     31.7 %     22.3 %     21.2 %

 

 

For the first quarter of 2025, MusclePharm revenue decreased 6% compared to the same period last year, with wholesale revenue decreasing 41% and online revenue increasing 33%. As previously disclosed, in an effort to drive revenue growth, the Company is making targeted investments in advertising and promotion in both the wholesale and online channels. During the fourth quarter of 2024, the Company offered additional promotional incentives to certain wholesale partners in an effort to drive incremental growth for the MusclePharm brand.  The decrease in wholesale revenue during the quarter was primarily due to one wholesale customer that took advantage of the Company’s promotional investment during the fourth quarter of 2024 without increasing their sell-through of the product, which affected their reorder volumes during the first quarter of 2025.

 

4

 

In mid-March 2025, the Company launched the new MusclePharm Pro Series, a collection of premium sports nutrition products, in a pilot in high-volume Vitamin Shoppe stores (consisting of approximately 60% of Vitamin Shoppe’s nationwide store base). If the pilot effort is successful, the Pro Series is anticipated to be added to the assortment in all Vitamin Shoppe stores and will be exclusive to Vitamin Shoppe for a period of 12 months.

 

As part of these and other efforts to drive revenue growth, the Company is making targeted investments in advertising and promotion for the MusclePharm brand in both the wholesale and online channels. As a result of these investments, gross margin and contribution margin as a percentage of revenue may fluctuate from quarter to quarter.

 

 

FitLife Consolidated

                                       

(Unaudited)

                                       
   

2024

   

2025

 
   

Q1

   

Q2

   

Q3

   

Q4

   

Q1

 
                                         

Wholesale revenue

    5,717       5,702       5,161       4,939       5,306  

Online revenue

    10,832       11,228       10,816       10,074       10,630  

Total revenue

    16,549       16,930       15,977       15,013       15,936  

Gross profit

    7,287       7,580       7,001       6,212       6,874  

Gross margin

    44.0 %     44.8 %     43.8 %     41.4 %     43.1 %

Advertising and marketing

    1,228       1,326       1,093       979       1,053  

Contribution

    6,059       6,254       5,908       5,233       5,821  

Contribution as % of revenue

    36.6 %     36.9 %     37.0 %     34.9 %     36.5 %

 

 

For the Company overall, revenue decreased 4%, gross profit decreased 6%, and contribution decreased 4% compared to the first quarter of 2024. Gross margin declined to 43.1% compared to 44.0% during the first quarter last year. Contribution as a percentage of revenue decreased slightly to 36.5% compared to 36.6% during the first quarter last year.

 

Management Commentary

 

Dayton Judd, the Company’s Chairman and CEO commented, “As previously disclosed, the first quarter of 2025 was strong for our Legacy FitLife business, but somewhat challenged for MRC and MusclePharm. With regard to Legacy FitLife, we benefitted from a slight increase in wholesale revenue and strong growth in online revenue, which is the most profitable part of our business. These dynamics helped to drive very encouraging increases in gross margin and contribution as a percentage of revenue for Legacy FitLife.

 

5

 

“Wholesale revenue for MusclePharm declined primarily due to reduced purchases from a large customer that took advantage of the increased promotional incentives we offered during the fourth quarter but was not successful in achieving increased sell-through of our products. Orders from this customer thus far during the second quarter of 2025 are higher than for all of the first quarter of 2025. Much of the decline in wholesale revenue for the quarter was offset by strong growth in MusclePharm’s online revenue.

 

“With regard to MRC’s online revenue, we have previously highlighted the challenging year-over-year comparisons that began in February of 2025 for the Dr. Tobias brand. In January, online revenue for Dr. Tobias increased slightly. February was the most challenging month, with online revenue down 16%, followed by a 12% decline in March.

 

“One benefit of owning a portfolio of brands is that strong performance by some brands can help offset weaker performance by others. For much of 2024, strong performance by Dr. Tobias helped to offset challenges we were experiencing with some of the Legacy FitLife brands. Thus far in 2025, we are seeing the inverse of that.

 

“On a consolidated basis, we are encouraged by the Company’s continued strong cash flow generation, which has allowed for further deleveraging of the balance sheet. On a net debt basis, our leverage is now approximately only 0.4x adjusted EBITDA for the trailing twelve months, and the Company has the financial flexibility to complete a sizable acquisition should a compelling opportunity arise. The current market environment has resulted in elevated deal flow, and we continue to review a number of M&A opportunities.”

 

Earnings Conference Call

 

The Company will hold an investor conference call on Thursday, May 15, 2025 at 4:30 pm ET. Investors interested in participating in the live call can dial (833) 492-0064 from the U.S. and provide the conference identification code of 577011. International participants can dial (973) 528-0163 and provide the same code.

 

6

 

About FitLife Brands

 

FitLife Brands is a developer and marketer of innovative and proprietary nutritional supplements and wellness products for health-conscious consumers. FitLife markets more than 250 different products primarily online, but also through domestic and international GNC® franchise locations as well as through various retail locations. FitLife is headquartered in Omaha, Nebraska. For more information, please visit our website at www.fitlifebrands.com.

 

Forward-Looking Statements

 

Statements in this release that are forward looking involve known and unknown risks and uncertainties, which may cause the Company's actual results in future periods to be materially different from any future performance that may be suggested in this news release. Such factors may include, but are not limited to, the ability of the Company to continue to grow revenue, and the Company's ability to continue to achieve positive cash flow given the Company's existing and anticipated operating and other costs. Many of these risks and uncertainties are beyond the Company's control. Reference is made to the discussion of risk factors detailed in the Company's filings with the Securities and Exchange Commission including its reports on Form 10-K and 10-Q. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the dates on which they are made.

 

7

 

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

   

March 31,

2025

   

December 31,

2024

 

 

 

(Unaudited)

         
ASSETS:                

CURRENT ASSETS

               

Cash and cash equivalents

  $ 5,941     $ 4,468  

Restricted cash

    53       52  

Accounts receivable, net of allowance for credit losses of $38 and $41, respectively

    2,693       1,626  

Inventories, net of allowance for obsolescence of $76 and $100, respectively

    12,131       11,074  

Prepaid expense and other current assets

    941       923  

Total current assets

    21,759       18,143  
                 

Property and equipment, net

    89       75  

Right of use asset

    385       412  

Intangibles, net of amortization of $161 and $152, respectively

    26,234       26,235  

Goodwill

    13,035       13,022  

Deferred tax asset

    691       644  

TOTAL ASSETS

  $ 62,193     $ 58,531  
                 

LIABILITIES AND STOCKHOLDERS' EQUITY:

               

CURRENT LIABILITIES:

               

Accounts payable

  $ 5,275     $ 4,067  

Accrued liabilities

    1,121       684  

Income taxes payable

    1,745       1,415  

Product returns

    574       564  

Term loan – current portion

    4,500       4,500  

Lease liability – current portion

    81       81  

Total current liabilities

    13,296       11,311  

Term loan, net of current portion and unamortized deferred finance costs

    7,436       8,550  

Long-term lease liability, net of current portion

    312       331  

Deferred tax liability

    2,231       2,213  

TOTAL LIABILITIES

    23,275       22,405  
                 

STOCKHOLDERS’ EQUITY:

               

Preferred stock, $0.01 par value, 10,000 shares authorized, none outstanding as of March 31, 2025 and December 31, 2024

    -       -  

Common stock, $0.01 par value, 120,000 shares authorized; 9,383 and 9,210 issued and outstanding as of March 31, 2025 and December 31, 2024, respectively

    94       92  

Additional paid-in capital

    31,872       31,129  

Retained earnings

    7,585       5,567  

Foreign currency translation adjustment

    (633 )     (662 )

TOTAL STOCKHOLDERS' EQUITY

    38,918       36,126  

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

  $ 62,193     $ 58,531  

 

8

 

FITLIFE BRANDS, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(Unaudited)

 

   

Three months ended

March 31,

 
   

2025

   

2024

 
                 

Revenue

  $ 15,936     $ 16,549  

Cost of goods sold

    9,062       9,262  

Gross profit

    6,874       7,287  
                 

OPERATING EXPENSE:

               

Advertising and marketing

    1,053       1,228  

Selling, general and administrative

    2,512       2,508  

Merger and acquisition related

    332       134  

Depreciation and amortization

    19       36  

Total operating expense

    3,916       3,906  

OPERATING INCOME

    2,958       3,381  
                 

OTHER EXPENSE (INCOME)

               

Interest income

    (26 )     (5 )

Interest expense

    244       414  

Foreign exchange loss

    21       5  

Total other expense, net

    239       414  

INCOME BEFORE INCOME TAX PROVISION

    2,719       2,967  
                 

PROVISION FOR INCOME TAXES

    701       807  
                 

NET INCOME

  $ 2,018     $ 2,160  
                 

NET INCOME PER SHARE

               

Basic

  $ 0.22     $ 0.23  

Diluted

  $ 0.20     $ 0.21  

Basic weighted average common shares

    9,213       9,196  

Diluted weighted average common shares

    9,926       10,060  

 

9

 

FITLIFE BRANDS, INC. 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

   

Three months ended March 31,

 
   

2025

   

2024

 
                 

CASH FLOWS FROM OPERATING ACTIVITIES:

               

Net income

  $ 2,018     $ 2,160  

Adjustments to reconcile net income to net cash provided by operating activities:

               

Depreciation and amortization

    19       36  

Allowance for credit losses

    (3 )     1  

Allowance for inventory obsolescence

    (24 )     (23 )

Stock-based compensation

    107       102  

Amortization of deferred financing costs

    11       10  
                 

Changes in operating assets and liabilities:

               

Accounts receivable

    (1,062 )     (242 )

Inventories

    (1,013 )     218  

Deferred taxes

    (47 )     180  

Prepaid expense and other current assets

    362       1,067  

Right of use asset

    27       21  

Accounts payable

    1,168       727  

Income taxes payable

    318       56  

Lease liability

    (20 )     (30 )

Accrued liabilities

    449       800  

Product returns

    18       (47 )

Net cash provided by operating activities

    2,328       5,036  
                 

CASH FLOWS FROM INVESTING ACTIVITIES:

               

Purchase of property and equipment

    (24 )     (10 )

Net cash used in investing activities

    (24 )     (10 )
                 

CASH FLOWS FROM FINANCING ACTIVITIES:

               

Payments on term loans

    (1,125 )     (3,625 )

Proceeds from exercise of stock options

    259       -  

Net cash used in financing activities

    (866 )     (3,625 )
                 

Foreign currency impact on cash1

    36       (9 )
                 

CHANGE IN CASH AND RESTRICTED CASH

    1,474       1,392  

CASH AND RESTRICTED CASH, BEGINNING OF PERIOD

    4,520       1,898  

CASH AND RESTRICTED CASH, END OF PERIOD

  $ 5,994     $ 3,290  
                 

Supplemental cash flow disclosure

               

Cash paid for income taxes

  $ 408     $ 168  

Cash paid for interest

  $ 238     $ 417  

 

10

 

Non-GAAP Measures

 

The financial presentation below contains certain financial measures not in accordance with GAAP, defined by the SEC as “non-GAAP financial measures”, including EBITDA and adjusted EBITDA. These measures may be different from non-GAAP financial measures used by other companies. The presentation of this financial information, which is not prepared under any comprehensive set of accounting rules or principles, is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in this Quarterly Report in accordance with GAAP.

 

As presented below, EBITDA excludes interest, foreign exchange gains and losses, income taxes, and depreciation and amortization. Adjusted EBITDA excludes—in addition to interest, foreign exchange losses, taxes, depreciation and amortization—stock-based compensation and merger and acquisition related expense. The Company believes the non-GAAP measures provide useful information to both management and investors by excluding certain expense and other items that may not be indicative of its core operating results and business outlook. The Company believes that the inclusion of non-GAAP measures in the financial presentation below allows investors to compare the Company’s financial results with the Company’s historical financial results and is an important measure of the Company’s comparative financial performance.

 

   

For the three months ended March 31,

 
   

2025

   

2024

 
   

(Unaudited)

   

(Unaudited)

 

Net income

  $ 2,018     $ 2,160  

Interest expense

    244       414  

Interest income

    (26 )     (5 )

Foreign exchange loss

    21       5  

Provision for income taxes

    701       807  

Depreciation and amortization

    19       36  

EBITDA

    2,977       3,417  

Non-cash and non-recurring adjustments

               

Stock compensation expense

    107       102  

Merger and acquisition related expense

    332       134  

Adjusted EBITDA

  $ 3,416     $ 3,653  

 

 

11