Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2017
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period from N/A to N/A
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Commission File No. 000-52369
FITLIFE BRANDS, INC.
(Name of small business issuer as specified in its
charter)
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Nevada
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20-3464383
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(State or other jurisdiction of incorporation)
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(IRS Employer Identification No.)
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4509 S. 143rd Street, Suite 1, Omaha, NE 68137
(Address of principal executive offices)
(402) 884-1894
(Issuer’s telephone number)
(Former name, former address and former fiscal year, if changed
since last report)
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 and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-T (Sec.232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the
registrant was required to submit and post 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. (Check one):
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non–Accelerated filer
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☐
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Small reporting company
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☒
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Emerging growth company
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☐
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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.
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Class
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Outstanding at August 11, 2017
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Common stock, $0.01 par value
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10,504,472
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FITLIFE BRANDS,
INC.
INDEX TO FORM 10-Q FILING
FOR THE QUARTER ENDED JUNE 30, 2017
TABLE OF CONTENTS
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15
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15
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CERTIFICATIONS
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31.1
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Certification
of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act.
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31.2
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Certification
of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act.
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32.1
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Certification
of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.
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32.2
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Certification
of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.
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FINANCIAL INFORMATION
Item 1. Financial Statements
The
accompanying interim consolidated financial statements have been
prepared in accordance with the instructions to Form
10-Q. Therefore, they do not include all information and
footnotes necessary for a complete presentation of financial
position, results of operations, cash flows, and stockholders'
equity in conformity with generally accepted accounting
principles. Except as disclosed herein, there has been
no material change in the information disclosed in the notes to the
consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31,
2016. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of
operations and financial position have been included and all such
adjustments are of a normal recurring nature. Operating
results for the three and six months ended June 30, 2017 are not
necessarily indicative of the results that can be expected for the
year ending December 31, 2017.
FITLIFE BRANDS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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(Unaudited)
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ASSETS:
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June 30,
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December 31,
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2017
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2016
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CURRENT
ASSETS
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Cash
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$1,430,372
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$1,293,041
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Accounts
receivable, net
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3,676,624
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2,792,649
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Security
deposits
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24,956
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24,956
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Inventory
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2,564,682
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3,756,716
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Note
receivable, current portion
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2,782
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2,782
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Prepaid
income tax
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120,000
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120,000
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Prepaid
expenses and other current assets
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121,674
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136,014
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Total
current assets
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7,941,090
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8,126,157
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PROPERTY
AND EQUIPMENT, net
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148,805
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171,004
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Note
receivable, net of current portion
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48,195
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52,696
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Deferred
Taxes
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689,000
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689,000
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Intangibles
assets, net
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6,297,943
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6,507,505
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TOTAL
ASSETS
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$15,125,033
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$15,546,362
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LIABILITIES
AND STOCKHOLDERS' EQUITY:
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CURRENT
LIABILITIES:
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Accounts
payable
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$2,148,313
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$1,596,748
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Accrued
expenses and other liabilities
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669,063
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539,765
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Line
of credit
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1,950,000
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1,950,000
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Term
loan agreement, current portion
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554,706
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544,825
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Notes
payable
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7,004
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12,700
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Total current liabilities
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5,329,086
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4,644,038
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LONG-TERM
DEBT, net of current portion
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89,113
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369,177
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TOTAL
LIABILITIES
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5,418,199
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5,013,215
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CONTINGENCIES
AND COMMITMENTS
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-
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-
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STOCKHOLDERS'
EQUITY:
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Preferred
stock, $0.01 par value, 10,000,000 shares authorized as
of
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June
30, 2017 and December 31, 2016:
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Preferred
stock Series A; 10,000,000 shares authorized; 0 shares
issued
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and
outstanding as of June 30, 2017 and December 31, 2016
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-
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-
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Preferred
stock Series B; 1,000 shares authorized; 0 shares
issued
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and
outstanding as of June 30, 2017 and December 31, 2016
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-
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-
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Preferred
stock Series C; 500 shares authorized; 0 shares issued
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and
outstanding as of June 30, 2017 and December 31, 2016
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-
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-
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Common
stock, $.01 par value, 150,000,000 shares authorized;
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10,504,472
and 10,483,389 issued and outstanding
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as
of June 30, 2017 and December 31, 2016, respectively
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105,045
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104,495
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Subscribed
common stock
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-
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339
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Treasury
stock
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-
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(44,416)
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Additional
paid-in capital
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30,932,797
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30,919,289
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Accumulated
deficit
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(21,331,008)
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(20,446,559)
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Total
stockholders' equity
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$9,706,834
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$10,533,148
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TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
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$15,125,033
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$15,546,363
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The
accompanying notes are an integral part of these consolidated
financial statements
FITLIFE
BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2017 AND
2016
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(Unaudited)
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(Unaudited)
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Three Months Ended
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Six Months Ended
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June 30
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June 30
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2017
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2016
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2017
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2016
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Revenue
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$5,022,338
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$8,662,760
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$10,611,693
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$16,274,989
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Cost
of Goods Sold
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3,499,120
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4,851,166
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7,167,910
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9,115,857
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Gross
Profit
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1,523,218
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3,811,594
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3,443,783
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7,159,132
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OPERATING
EXPENSES:
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General
and administrative
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1,009,934
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1,356,464
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2,170,003
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2,745,671
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Selling
and marketing
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913,371
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1,111,129
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1,860,758
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2,026,687
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Depreciation
and amortization
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117,312
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125,996
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236,650
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250,751
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Total
operating expenses
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2,040,617
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2,593,589
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4,267,411
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5,023,109
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OPERATING
INCOME (LOSS)
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(517,399)
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1,218,005
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(823,628)
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2,136,023
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OTHER
(INCOME) AND EXPENSES
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Interest
expense
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29,015
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27,172
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55,676
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56,600
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Other
expense (income)
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5,145
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(2,203)
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5,145
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(2,767)
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Total
other income, net
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34,160
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24,969
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60,821
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53,833
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INCOME
TAXES
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-
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114,000
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-
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189,000
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NET
INCOME (LOSS)
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$(551,559)
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$1,079,036
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$(884,449)
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$1,893,190
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NET
INCOME (LOSS) PER SHARE:
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Basic
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$(0.05)
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$0.10
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$(0.08)
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$0.18
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Diluted
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$(0.05)
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$0.09
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$(0.08)
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$0.17
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Basic
weighted average common shares
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10,470,158
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10,408,264
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10,455,814
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10,397,077
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Diluted
weighted average common shares
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10,470,158
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11,520,541
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10,455,814
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11,459,628
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The
accompanying notes are an integral part of these consolidated
financial statements
FITLIFE BRANDS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2017 AND 2016
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(Unaudited)
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2017
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2016
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Net
income (loss)
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$(884,449)
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$1,893,190
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Adjustments
to reconcile net income (loss) to net cash
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provided
by operating activities:
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Depreciation
and amortization
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236,650
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250,751
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Common
stock issued for services
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35,000
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51,331
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Warrants
and options issued for services
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23,135
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27,537
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Loss on disposal of assets
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5,144
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-
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Changes
in operating assets and liabilities:
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Accounts
receivable
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(883,975)
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(3,697,593)
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Inventory
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1,192,034
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1,141,061
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Deferred
tax asset
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-
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123,879
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Prepaid
income tax
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-
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151,000
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Prepaid
expenses
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14,340
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137,081
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Note
receivable
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4,501
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5,485
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Accounts
payable
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551,565
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336,360
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Accrued
expenses and other liabilities
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129,298
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(185,697)
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Litigation
reserve
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-
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(95,775)
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Income
tax payable
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-
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38,000
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Net
cash provided by operating activities
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423,243
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176,610
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CASH
FLOWS FROM INVESTING ACTIVITIES:
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Purchase
of property and equipment
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(10,033)
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(21,619)
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Long-term
investment
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-
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2,027
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Net
cash used in investing activities
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(10,033)
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(19,592)
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CASH
FLOWS FROM FINANCING ACTIVITIES:
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Proceeds
from draw down on credit line
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-
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520,000
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Repayments
of term loan and note payable
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(275,879)
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(269,452)
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Net
cash provided by (used in) financing activities
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(275,879)
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250,548
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INCREASE
IN CASH
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137,331
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407,566
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CASH,
BEGINNING OF PERIOD
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1,293,041
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1,532,550
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CASH,
END OF PERIOD
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$1,430,372
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$1,940,116
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Supplemental disclosure operating activities
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Cash
paid for interest
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$55,676
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$56,601
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Non-cash investing and financing
activities
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Cancellation
of Treasury Stock
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$44,416
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$-
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The accompanying notes are an integral part of these consolidated
financial statements
FITLIFE BRANDS, INC.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE SIX MONTHS
ENDED JUNE 30, 2017
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Common Stock
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SubscribedCommon
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Treasury
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Additional
Paid-in
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Accumulated
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Shares
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Amount
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Stock
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Stock
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Capital
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Deficit
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Total
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DECEMBER
31, 2016
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10,483,389
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$104,495
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$339
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$(44,416)
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$30,919,289
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$(20,446,559)
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$10,533,148
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Common
stock issued for services
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63,003
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630
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34,370
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35,000
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Cancellation of treasury stock
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(41,920)
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(419)
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44,416
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$(43,997)
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-
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Issuance of subscribed commom stock
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339
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(339)
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-
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Fair value of options issued for services
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23,135
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23,135
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Net
loss
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(884,449)
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(884,449)
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JUNE
30, 2017
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10,504,472
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$105,045
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$-
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$-
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$30,932,797
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$(21,331,008)
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$9,706,834
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FITLIFE BRANDS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2017 AND
2016
NOTE 1 - DESCRIPTION OF BUSINESS
Summary
FitLife Brands, Inc. (the
“Company”) is a national provider of innovative and
proprietary nutritional supplements for health conscious consumers
marketed under the brand names NDS Nutrition ProductsTM
(“NDS”) (www.ndsnutrition.com),
PMDTM (www.pmdsports.com),
SirenLabsTM (www.sirenlabs.com),
CoreActiveTM (www.coreactivenutrition.com),
and Metis NutritionTM (www.metisnutrition.com) (together,
“NDS
Products”). With the
consummation of the acquisition of iSatori, Inc.
(“iSatori”) on October 1, 2015, the Company added several brands to its product
portfolio, including iSatori (www.isatori.com),
BioGenetic Laboratories, and Energize (together,
“iSatori
Products”). The NDS Products are
distributed principally through franchised General Nutrition
Centers, Inc. (“GNC”) stores located both domestically and
internationally, and, with the addition of Metis Nutrition, through
corporate GNC stores in the United States. The
iSatori Products are sold through more than 25,000 retail
locations, which include specialty, mass, and
online.
The Company was incorporated in the State of
Nevada on July 26, 2005. In October 2008, the Company acquired the
assets of NDS Nutritional Products, Inc., a Nebraska corporation,
and moved those assets into its wholly owned subsidiary NDS
Nutrition Products, Inc., a Florida corporation
(“NDS”). The Company’s NDS
Products are sold through NDS and the iSatori Products are sold
through iSatori, Inc., a Delaware corporation and a wholly owned
subsidiary of the Company, which the Company acquired in October
2015.
The Company is headquartered in Omaha, Nebraska
and maintains an office in Golden, Colorado. For more information
on the Company, please go to http://www.fitlifebrands.com.
The Company’s common stock currently trades under the symbol
FTLF on the OTC:PINK market.
NOTE 2 - BASIS OF PRESENTATION
The
accompanying interim condensed unaudited consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
the instructions to Form 10-Q and Article 8 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for
complete financial statements. In our opinion, all adjustments
(consisting of normal recurring accruals) considered necessary for
a fair presentation are included. Operating results for the three
and six month period ended June 30, 2017 are not necessarily
indicative of the results that may be expected for the year ending
December 31, 2017. While management of the Company believes the
disclosures presented herein are adequate and not misleading, these
interim condensed consolidated financial statements should be read
in conjunction with the audited condensed consolidated financial
statements and the footnotes thereto for the fiscal year ended
December 31, 2016 as filed with the Securities and Exchange
Commission as an exhibit to our Annual Report on Form
10-K.
NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
Company prepares its financial statements in accordance with
accounting principles generally accepted in the United States of
America. Significant accounting policies are as
follows:
Principles of Consolidation
The
consolidated financial statements include the accounts of the
Company and NDS Nutrition Products, Inc. Intercompany
accounts and transactions have been eliminated in the consolidated
condensed financial statements.
Use of Estimates
The preparation of financial statements in
conformity with accounting principles generally accepted in the
United States (“GAAP”) requires management to make estimates and
assumptions that affect (i) the reported amounts of assets and
liabilities, (ii) the disclosure of contingent assets and
liabilities known to exist as of the date the financial statements
are published, and (iii) the reported amount of net sales and
expenses recognized during the periods presented. Adjustments made
with respect to the use of estimates often relate to improved
information not previously available. Uncertainties with respect to
such estimates and assumptions are inherent in the preparation of
financial statements; accordingly, actual results could differ from
these estimates.
These
estimates and assumptions also affect the reported amounts of
revenues, costs and expenses during the reporting
period. Management evaluates these estimates and
assumptions on a regular basis. Actual results could
differ from those estimates.
Impairment
of Long-Lived Assets
The Company had goodwill and intangible assets with a carrying
value of $4,422,448 and $1,875,495, respectively, as of the quarter
ended June 30, 2017. In accordance with ASC Topic 350 –
Goodwill and Other Intangible Assets, the Company assesses the
carrying value of such intangible assets for impairment on a
periodic basis and records an impairment charge if the carrying
value of such intangible assets exceeds the estimated fair value of
the reporting unit, which in this case is the Company. The Company
performed its annual goodwill impairment test as of December 31,
2016, which did not indicate the existence of an impairment at that
time. While the fiscal year-to-date financial performance
have not met our expectations, and the enterprise value of the
Company based on current price of the stock the Company may
fluctuate at or near the recorded levels of goodwill and
indefinite-lived intangible assets, Management does not consider
these results to be a triggering event requiring the performance of
an interim goodwill impairment test. The Company will continue to
monitor its operating results for indicators of impairment and
perform additional tests as necessary. The Company's fiscal 2017
annual impairment test will be performed as of December 31, 2017,
which could result in an impairment charge to goodwill depending on
the Company’s finalized forecast for fiscal 2018 and other
market conditions
Customer Concentration
Gross sales prior to reduction for vendor funded discounts and
coupons to GNC during the period ended June 30, 2017 and 2016 were
approximately $11,235,892 and $14,844,691, respectively
representing 81.9% and 82.8% of total revenue respectively.
Accounts receivable attributable to GNC as of June 30, 2017 and
June 30, 2016 were approximately $3,115,274 and $5,489,253,
respectively representing 84.7% and 86.0% of the Company's total
accounts receivable balance, respectively.
Recent Accounting Pronouncements
In May
2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards
Update ("ASU") No. 2014-09,
Revenue from Contracts with
Customers. ASU 2014-09 is a comprehensive revenue
recognition standard that will supersede nearly all existing
revenue recognition guidance under current U.S. GAAP and replace it
with a principle based approach for determining revenue
recognition. Under ASU 2014-09, revenue is recognized when a
customer obtains control of promised goods or services and is
recognized in an amount that reflects the consideration which the
entity expects to receive in exchange for those goods or services.
In addition, the standard requires disclosure of the nature,
amount, timing, and uncertainty of revenue and cash flows arising
from contracts with customers. The FASB has recently issued ASU
2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, ASU 2016-20, and
ASU 2017-05, all of which clarify certain implementation guidance
within ASU 2014-09. ASU 2014-09 is effective for interim and annual
periods beginning after December 15, 2017. Early adoption is
permitted only in annual reporting periods beginning after December
15, 2016, including interim periods therein. The standard can be
adopted either retrospectively to each prior reporting period
presented (full retrospective method), or retrospectively with the
cumulative effect of initially applying the guidance recognized at
the date of initial application (the cumulative catch-up transition
method). The Company is currently in the process of analyzing the
information necessary to determine the impact of adopting this new
guidance on its financial position, results of operations, and cash
flows.
In
February 2016, the FASB issued ASU No. 2016-02, Leases. This update will require the
recognition of a right-of-use asset and a corresponding lease
liability, initially measured at the present value of the lease
payments, for all leases with terms longer than 12 months. For
operating leases, the asset and liability will be expensed over the
lease term on a straight-line basis, with all cash flows included
in the operating section of the statement of cash flows. For
finance leases, interest on the lease liability will be recognized
separately from the amortization of the right-of-use asset in the
statement of comprehensive income and the repayment of the
principal portion of the lease liability will be classified as a
financing activity while the interest component will be included in
the operating section of the statement of cash flows. ASU 2016-02
is effective for annual and interim reporting periods beginning
after December 15, 2018. Early adoption is permitted. Upon
adoption, leases will be recognized and measured at the beginning
of the earliest period presented using a modified retrospective
approach. The Company is currently evaluating the impact of the
adoption of ASU 2016-02 on its financial statements and related
disclosures.
Other
recent accounting pronouncements issued by the FASB, including its
Emerging Issues Task Force, the American Institute of Certified
Public Accountants, and the Securities and Exchange Commission did
not or are not believed by management to have a material impact on
the Company's present or future financial statements.
NOTE 4 – INVENTORIES
The
Company’s inventories as of June 30, 2017 and December 31,
2016 are as follows:
|
|
June
30,
2017
|
December
31,
2016
|
|
Finished
goods
|
$1,945,103
|
$3,069,531
|
|
Components
|
619,580
|
687,185
|
|
Total
|
$2,564,683
|
$3,756,716
|
NOTE 5 - PROPERTY AND EQUIPMENT
The
Company’s fixed assets as of June 30, 2017 and December 31,
2016 are as follows:
|
|
June
30,
2017
|
December
31,
2016
|
|
Equipment
|
$796,790
|
792,930
|
|
Accumulated
depreciation
|
(647,985)
|
(621,926)
|
|
Total
|
$148,805
|
171,004
|
Depreciation
and amortization expense for the six months ended June 30, 2017 was
$27,088 as compared to $38,667 for the six-month period ended June
30, 2016. During the period ended June 30, 2017, the Company also
disposed various equipment with a cost of $6,173 and accumulated
depreciation of $1,029 which resulted in a loss on diposal of
$5,144.
NOTE 6 – NOTES PAYABLE
Notes
payable consist of the following as of June 30, 2017 and December
31, 2016:
|
|
June
30,
2017
|
December
31,
2016
|
|
Revolving line of
credit of $3,000,000 from U.S. Bank, dated April 9, 2009, as
amended July 15, 2010, May 25, 2011, August 22, 2012, April 29,
2013, May 22, 2014, June 25, 2014, May 15, 2015 and August 15, 2016
at an interest rate of 3.0% plus the one-month LIBOR quoted by U.S.
Bank from Reuters Screen LIBOR. The line of credit matured on June
15, 2017; however, U.S. Bank has agreed to extend the maturity date
of the line of credit for an additional 60 days to August 15, 2017.
The line of credit is secured by substantially all the assets of
the Company. During the 60-day period in which U.S. Bank has
extended the maturity date of the line of credit, U.S. Bank is
conducting an audit of the Company’s assets securing the line
of credit. Advances to the Company under the line of credit are
based on 80% of the eligible receivables and 50% of the eligible
inventory (such inventory amount not to exceed 50% of the borrowing
base) of the Company. The Company pays interest only on this line
of credit.
|
$1,950,000
|
$1,950,000
|
|
|
|
|
|
Term loan of
$2,600,000 from US Bank, dated September 4, 2013, at a fixed
interest rate of 3.6%. The term loan amortizes evenly on a monthly
basis and matures August 15, 2018.
|
643,819
|
914,002
|
|
Notes payable for
warehouse equipment
|
7,004
|
12,700
|
|
Total of notes
payable and advances
|
2,600,823
|
2,876,703
|
|
Less current
portion
|
(2,511,710)
|
(2,507,526)
|
|
|
|
|
|
Long-term
portion
|
$89,113
|
$369,177
|
The notes are subject to certain financial covenants for which the
Company was not in compliance at June 30, 2017, but has requested a
waiver or forbearance thereon (see Note 10).
NOTE 7 - NET INCOME / (LOSS) PER SHARE
Basic
net income per share is calculated by dividing the net income
attributable to common stockholders by the weighted average number
of shares of common stock outstanding during the period. Diluted
net income per share also includes the weighted average number of
outstanding warrants and options in the denominator. In the event
of a loss, the diluted loss per share is the same as basic loss per
share. Because of the net loss, the weighted average number of
diluted shares of common stock outstanding for the three and six
months ended June 30, 2017 did not include 60,620 shares of common
stock issuable upon the exercise of outstanding common stock
purchase warrants, and 899,375 shares of common stock issuable upon
the exercise of outstanding options to purchase common stock due to
its anti-dilutive effect. The following table represents the
computation of basic and diluted income and (losses) per share for
the three and six months ended June 30, 2017 and 2016.
|
|
June
30, 2017
|
June
30, 2016
|
|
Income
/ (Losses) available for common shareholders
|
$(551,559)
|
$1,079,036
|
|
|
|
|
|
Basic
weighted average common shares outstanding
|
10,470,158
|
10,408,264
|
|
Basic
income / (loss) per share
|
$(0.05)
|
$0.10
|
|
|
|
|
|
Diluted
weighted average common shares outstanding
|
10,470,158
|
11,520,541
|
|
Diluted
income / (loss) per share
|
$(0.05)
|
$0.09
|
NOTE 8 - EQUITY
Common and Preferred Stock
The
Company is authorized to issue 150.0 million shares of common
stock, $0.01 par value, of which 10,504,472 common shares were
issued and outstanding as of June 30, 2017. The Company is
authorized to issue 10,000,000 shares of Series A Convertible
Preferred Stock, $0.01 par value, 1,000 shares of its 10%
Cumulative Perpetual Series B Preferred Stock, $0.01 par value, and
500 shares of its Series C Convertible Preferred Stock, par value
$0.01, none of which were issued and outstanding as of June 30,
2017.
As
of June 30, 2017, 34,314 shares of common stock were subscribed for
and not yet issued, however, all such subscribed shares were issued
prior to filing of this report on Form 10Q for the three and six
month periods ended June 30, 2017 and reflected on the balance
sheet as issued.
Options
As of June 30, 2017, 899,375 options to purchase common stock of the Company
were issued and outstanding, additional information about which is
included in the following table.
|
Outstanding
|
|
Exercise Price
|
|
Issuance Date
|
|
Expiration Date
|
Vesting
|
|
|
50,000
|
|
$ 0.90
|
|
01/16/13
|
|
01/16/18
|
|
No
|
|
10,000
|
|
$ 1.00
|
|
03/04/13
|
|
03/04/18
|
|
No
|
|
217,614
|
|
$ 1.39
|
|
05/09/16
|
|
05/09/21
|
|
Yes
|
|
4,330
|
|
$ 1.44
|
|
09/29/15
|
|
09/29/25
|
|
No
|
|
40,000
|
|
$ 2.20
|
|
04/11/14
|
|
04/11/19
|
|
No
|
|
370,000
|
|
$ 2.30
|
|
02/23/15
|
|
02/23/20
|
|
No
|
|
93,503
|
|
$ 3.31
|
|
02/16/12
|
|
02/16/22
|
|
No
|
|
19,424
|
|
$ 4.62
|
|
05/13/15
|
|
05/13/25
|
|
Yes
|
|
4,330
|
|
$ 5.49
|
|
04/08/15
|
|
04/08/25
|
|
No
|
|
1,732
|
|
$ 5.81
|
|
03/05/15
|
|
03/05/25
|
|
No
|
|
33,774
|
|
$ 5.89
|
|
03/23/15
|
|
03/23/25
|
|
Yes
|
|
8,660
|
|
$ 12.13
|
|
09/17/13
|
|
09/17/23
|
|
Yes
|
|
21,650
|
|
$ 12.99
|
|
09/06/12
|
|
09/05/17
|
|
No
|
|
7,038
|
|
$ 12.99
|
|
11/14/12
|
|
09/27/22
|
|
No
|
|
17,320
|
|
$ 14.43
|
|
01/16/13
|
|
11/30/22
|
|
No
|
|
899,375
|
|
|
|
|
|
|
|
|
During
the six month period ended June 30, 2017 and 2016, the Company
recognized compensation expense of $23,135 and $3,983,
respectively, to account the fair value of stock options that
vested.
There
was no intrinsic value for all the outstanding options at June 30,
2017 since the exercise price of these options were greater than
the June 30, 2017 closing stock price of $0.51 per
share.
Warrants
As
of June 30, 2017, 60,620 warrants to purchase common stock of the
Company were issued and outstanding, additional information about
which is included in the following table:
|
Outstanding
|
|
Exercise Price
|
|
Issuance Date
|
|
Expiration Date
|
|
Vesting
|
|
|
17,320
|
|
$ 12.99
|
|
10/01/13
|
|
01/01/18
|
|
|
No
|
|
43,300
|
|
$ 12.99
|
|
07/16/13
|
|
07/16/18
|
|
|
No
|
|
60,620
|
|
|
|
|
|
|
|
|
|
There
was no intrinsic value for all the outstanding warrants at June 30,
2017 since the exercise price of these warrants was greater than
the June 30, 2017 closing stock price of $0.51 per
share.
Private Placements, Other Issuances and Cancellations
The
Company periodically issues shares of its common stock, as well as
options and warrants to purchase shares of common stock to
investors in connection with private placement transactions, and to
advisors, consultants and employees for the fair value of services
rendered. Absent an arm’s length transaction with an
independent third-party, the value of any such issued shares is
based on the trading value of the stock at the date on which such
transactions or agreements are consummated. The Company expenses
the fair value of all such issuances in the period incurred, with
the exception of options that are subject to vesting which are
expensed ratably on a monthly basis over the life of the vesting
period. During the quarter ended June 30, 2017, the Company issued
63,003 shares of common stock subscribed for services rendered by
directors that elected to take their board fees in shares of common
stock in lieu of cash payment and recorded an expense of $35,000
for the fair value of services rendered. The common shares were
valued at the date of issuances.
NOTE 9 – INCOME TAXES
No
federal tax provision has been provided for the period ended June
30, 2017 due to the loss incurred during such periods. A
provision for $114,000 was provided for the period ended June 30,
2016 based on the Company’s net income for the period and
projected annual effective tax rate.
NOTE 10 – SUBSEQUENT
EVENTS
The
Company’s revolving line of credit from U.S. Bank, dated
April 9, 2009, as amended July 15, 2010, May 25, 2011, August 22,
2012, April 29, 2013, May 22, 2014, June 25, 2014, May 15, 2015 and
August 15, 2016, matured on June 15, 2017. However, U.S. Bank
agreed to extend the maturity date of the line of credit for an
additional 60 days to August 15, 2017. As of August 21, 2017, a
condition of default exists under the line of credit.
Although no assurances can be given, management is currently
negotiating with U.S. Bank to extend the line of credit through
December 15, 2017, and avoid an event of default. The line of
credit is secured by substantially all the assets of the Company
(see Note 6).
In
accordance with the Subsequent Events Topic of the FASB ASC 855, we
have evaluated subsequent events through the filing date and noted
that no additional subsequent events exist that are reasonably
likely to impact the financial statements.
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Forward-Looking Statements
Management’s
Discussion and Analysis contains various “forward looking
statements” within the meaning of Section 21E of the
Securities Exchange Act of 1934, as amended, regarding future
events or the future financial performance of the Company that
involve risks and uncertainties. Certain statements included in
this Form 10-Q, including, without limitation, statements related
to anticipated cash flow sources and uses, and words including but
not limited to “anticipates”, “believes”,
“plans”, “expects”, “future”
and similar statements or expressions, identify forward looking
statements. Any forward-looking statements herein are subject to
certain risks and uncertainties in the Company’s business,
including but not limited to, reliance on key customers and
competition in its markets, market demand, product performance,
technological developments, maintenance of relationships with key
suppliers, difficulties of hiring or retaining key personnel and
any changes in current accounting rules, all of which may be beyond
the control of the Company. The Company adopted at
management’s discretion, the most conservative recognition of
revenue based on the most astringent guidelines of the SEC.
Management will elect additional changes to revenue recognition to
comply with the most conservative SEC recognition on a forward
going accrual basis as the model is replicated with other similar
markets. The Company’s actual results could differ materially
from those anticipated in these forward-looking statements as a
result of certain factors, including those set forth
therein.
Forward-looking statements involve risks,
uncertainties and other factors, which may cause our actual
results, performance or achievements to be materially different
from those expressed or implied by such forward-looking statements.
Factors and risks that could affect our results and achievements
and cause them to materially differ from those contained in the
forward-looking statements include those identified in the section
titled “Risk
Factors” in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2016, as well as other factors that we are currently
unable to identify or quantify, but that may exist in the
future.
In
addition, the foregoing factors may affect generally our business,
results of operations and financial position. Forward-looking
statements speak only as of the date the statement was made. We do
not undertake and specifically decline any obligation to update any
forward-looking statements.
Overview
FitLife Brands, Inc. (the
“Company”) is a national provider of innovative and
proprietary nutritional supplements for health conscious consumers
marketed under the brand names NDS Nutrition ProductsTM
(“NDS”) (www.ndsnutrition.com),
PMDTM (www.pmdsports.com),
SirenLabsTM (www.sirenlabs.com),
CoreActiveTM (www.coreactivenutrition.com),
and Metis NutritionTM (www.metisnutrition.com) (together,
“NDS
Products”). With the
consummation of the merger with iSatori, Inc.
(“iSatori”) on September 30, 2015, which became
effective on October 1, 2015, described below (the
“Merger”), the Company added several brands to its
product portfolio, including iSatori (www.isatori.com),
BioGenetic Laboratories, and Energize (together,
“iSatori
Products”). The NDS Products are
distributed principally through franchised General Nutrition
Centers, Inc. (“GNC”) stores located both domestically and
internationally, and, with the addition of Metis Nutrition, through
corporate GNC stores in the United States. The
iSatori Products are sold through more than 25,000 retail
locations, which include specialty, mass, and
online.
The Company was incorporated in the State of
Nevada on July 26, 2005. In October 2008, the Company acquired the
assets of NDS Nutritional Products, Inc., a Nebraska corporation,
and moved those assets into its wholly owned subsidiary NDS
Nutrition Products, Inc., a Florida corporation
(“NDS”). The Company’s NDS Products are
sold through NDS and the iSatori Products are sold through iSatori,
Inc., a Delaware corporation and a wholly owned subsidiary of the
Company.
FitLife Brands is headquartered in Omaha, Nebraska
and maintains an office in Golden, Colorado, which it acquired in
connection with the Merger. For more information on the Company,
please go to http://www.fitlifebrands.com.
The Company’s common stock currently trades under the symbol
FTLF on the OTC:PINK market.
Results of Operations
Comparison of Three and Six Months Ended June 30, 2017 to the Three
and Six Months Ended June 30, 2016
Net
Sales. Revenue for
the three months ended June 30, 2017 decreased 42.0% to $5,022,338
as compared to $8,662,760 for the three months ended June 30,
2016. Revenue for the six months ended June 30, 2016 decreased
34.8% to $10,611,693 as compared to $16,274,989 for the six months
ended June 30, 2016. Revenue for the six months ended June 30, 2017
included a one-time non-recurring adjustment of $700,000 related to
a margin support credit memorandum entered into between the Company
and GNC in April 2017.
Revenue for the three months ended June 30, 2017
for the Company’s NDS Nutrition division decreased 40.0% to
$3,594,507 as compared to $5,993,166 for the three months ended
June 30, 2016. The decrease in total revenue attributable to NDS
products is principally attributable to the impact of convention
revenue during the second quarter in 2016 and the Company’s
election not to attend the convention in 2017 as well as efforts of
the Company’s largest distribution partner to reduce average
existing inventory levels to fulfill product demand in the short
term, which resulted in an unprecedented divergence of wholesale
purchases compared to product movement at retail. Revenue
attributable to the Company’s iSatori operating division was
$1,427,831 during the quarter ended June 30, 2017 compared to
$2,669,595 for the three months ended June 30, 2016. The decrease
in total revenue attributable to iSatori products in the three
months ended June 30, 2017 compared to the comparable period last
year is attributable to several factors, principally to fewer new
product introductions during the period as compared to the prior
year and the restructuring and reorganization at iSatori’s
largest third-party distributor. The impact of both are expected to
stabilize in the coming quarters and management anticipates that it
will continue to benefit from new product introductions going
forward as a key element of its strategic growth plan for both
iSatori and NDS.
Cost of Goods
Sold. Cost of goods
sold for the three months ended June 30, 2017 decreased to
$3,499,120 as compared to $4,851,166 for the three months ended
June 30, 2016. The decrease during the three-month
period is principally attributable to lower sales in the period.
Cost of goods sold for the six months ended June 30, 2017 decreased
to $7,167,910 as compared to $9,115,857 for the six months ended
June 30, 2016. The decrease during the six-month period
is principally attributable to lower sales in the period.
Notwithstanding the decrease, cost of goods sold was negatively
impacted during the second quarter ended June 30, 2017 by an
unusually large amount of inventory write-offs totaling
approximately $376,000, of which $276,000 related to the write off
of all remaining inventory with
picamilion.
General and Administrative
Expense. General and administrative expense for the
three months ended June 30, 2017 decreased to $1,009,934 as
compared to $1,356,464 for the three months ended June 30,
2016. The decrease in general and administrative expense for
the three months ended June 30, 2017 is principally attributable to
ongoing cost reduction initiatives as well as the continued
integration efforts at the iSatori division which resulted in a
lower headcount. General and administrative expense for the six
months ended June 30, 2017 decreased to $2,170,003 as compared to
$2,745,671 for the six months ended June 30, 2016. The
decrease in general and administrative expense for the six months
ended June 30, 2017 is similarly attributable to ongoing cost
reduction initiatives and cost savings resulting from the
integration of iSatori.
Selling and Marketing
Expense. Selling and
marketing expense for the three months ended June 30, 2017
decreased to $913,371 as compared to $1,111,129 for the three
months ended June 30, 2016. Selling and marketing expense for
the six months ended June 30, 2017 decreased to $1,860,758 as
compared to $2,026,687 for the six months ended June 30,
2016. The decrease in selling and marketing expense for the
three and six and month periods ended June 30, 2017 is principally
the result of budgetary controls and efficiencies gained through
the acquisition of iSatori.
Depreciation and
Amortization. Depreciation and amortization for the
three months ended June 30, 2017 decreased to $117,312 as compared
to $125,995 for the three months ended June 30,
2016. Depreciation and amortization for the six months
ended June 30, 2017 decreased to $236,650 as compared to
$250,751 for the six months ended June 30,
2016.
Net
Income/(Loss). We
generated a net loss of $(551,559) for the three-month period ended
June 30, 2017 as compared to a net income of $1,079,036 for the
three months ended June 30, 2016. The decrease in net income for
the three-month period ended June 30, 2017 compared to the
comparable period last year is principally attributable to lower
sales volumes due to a variety of factors discussed above and
write-off activity. We generated a net loss of $(884,449) for the
six-month period ended June 30, 2017 as compared to a net income of
$1,893,190 for the six months ended June 30, 2016, which was
principally attributable to a one-time non-recurring adjustment of
$700,000 related to a margin support credit memorandum entered into
between the Company and GNC in April 2017, lower sales volumes,
increased write-off activity and the decision to not participate in
2017 annual franchise convention.
Liquidity and Capital Resources
The Company has historically financed its
operations primarily through equity and debt financings, and more
recently, cash flow from operations. The Company has also provided
for its cash needs by issuing common stock, options and
warrants for certain operating costs, including consulting and
professional fees. The
anticipated cash derived from operations and existing cash
resources are expected to provide for the Company’s liquidity
for the next 12 months.
Cash Provided by
Operations. Our cash
provided by operating activities for the six months ended June 30,
2017 was $418,100, as compared to cash provided by operating
activities of $176,610 for the six months ended June 30, 2016. The
increase is primarily attributable to variations in certain working
capital accounts consistent with normal business practices and
outcomes. Net working capital decreased to $2,660,220 as of the
quarter ended June 30, 2017 compared to $5,059,096 as of June 30,
2016.
Cash Used in Investing
Activities. Cash
used in investing activities for the six months ended June 30,
2017 was $(4,888) as compared to $(19,592) used in investing
activities for the six months ended June 30,
2016.
Cash Provided by (Used in)
Financing Activities. Our cash
used in financing activities for the six months ended June 30,
2017 was $(275,879), as compared to cash provided by financing
activities of $250,548 during the six months ended June 30, 2016.
The primary difference was that we drew down $520,000 during the
six months ended June 30, 2016 from our existing line of
credit with U.S. Bank and made no draw downs on the line of credit
during the six months ended June 30, 2017. The line of
credit matured on June 15, 2017; however, U.S. Bank has agreed to
extend the maturity date of the line of credit for an additional 60
days to August 15, 2017. The line of credit is secured by
substantially the assets of the Company. During the 60-day period
in which U.S. Bank has extended the maturity date of the line of
credit, U.S. Bank is conducting an audit of the Company’s
assets securing the line of credit. We
expect to pay back all amounts borrowed under the line of credit,
as well as any outstanding principal under the Company’s
existing term loan with U.S. Bank as soon as
practicable.
Goodwill and Indefinite-Lived Intangible Assets
The
Company had goodwill and indefinite-lived intangible assets with a
carrying value of $4,422,448 and $1,875,495, respectively, as of
the quarter ended June 30, 2017. In accordance with ASC Topic 350
– Goodwill and Other Intangible Assets, in lieu of amortizing
such amounts the Company assesses the carrying value of such
intangible assets for impairment on a periodic basis and records an
impairment charge if the carrying value of such intangible assets
exceeds the estimated fair value of the reporting unit, which in
this case is the Company. The Company performed its annual goodwill
impairment test as of December 31, 2016, which did not indicate the
existence of an impairment at that time. While the fiscal
year-to-date financial performance has not met our expectations,
and the enterprise value of the Company based on current price of
the stock the Company may fluctuate at or near the recorded levels
of goodwill and indefinite-lived intangible assets, Management does
not consider these results to be a triggering event requiring the
performance of an interim goodwill impairment test. The Company
will continue to monitor its operating results for indicators of
impairment and perform additional tests as necessary. The Company's
fiscal 2017 annual impairment test will be performed as of December
31, 2017, which could result in an impairment charge to goodwill
depending on the Company’s finalized forecast for fiscal 2018
and other market conditions.
WHERE YOU CAN FIND MORE INFORMATION
You are advised to read this Quarterly Report on
Form 10-Q in conjunction with other reports and documents that we
file from time to time with the SEC. In particular, please read our
Quarterly Reports on Form 10-Q, Annual Report on Form 10-K, and
Current Reports on Form 8-K that we file from time to time. You may
obtain copies of these reports directly from us or from the SEC at
the SEC’s Public Reference Room at 100 F. Street, N.E.
Washington, D.C. 20549, and you may obtain information about
obtaining access to the Reference Room by calling the SEC at
1-800-SEC-0330. In addition, the SEC maintains information for
electronic filers at its website http://www.sec.gov.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Our
business is currently conducted principally in the United States.
As a result, our financial results are not affected by factors such
as changes in foreign currency exchange rates or economic
conditions in foreign markets. We do not engage in hedging
transactions to reduce our exposure to changes in currency exchange
rates, although as the geographical scope of our business broadens,
we may do so in the future.
Our
exposure to risk for changes in interest rates relates primarily to
our investments in short-term financial instruments. Investments in
both fixed rate and floating rate interest earning instruments
carry some interest rate risk. The fair value of fixed rate
securities may fall due to a rise in interest rates, while floating
rate securities may produce less income than expected if interest
rates fall. Partly as a result of this, our future interest income
may fall short of expectations due to changes in interest rates or
we may suffer losses in principal if we are forced to sell
securities that have fallen in estimated fair value due to changes
in interest rates. However, as substantially all of our cash
equivalents consist of bank deposits and short-term money market
instruments, we do not expect any material change with respect to
our net income as a result of an interest rate change.
We
do not hold any derivative instruments and do not engage in any
hedging activities.
ITEM 4. CONTROLS AND
PROCEDURES
(a) Evaluation
of Disclosure Controls and Procedures
We
maintain disclosure controls and procedures that are designed to
ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange
Commission’s rules and forms and that such information is
accumulated and communicated to our Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow for timely
decisions regarding required disclosure. In designing and
evaluating the disclosure controls and procedures, management
recognizes that any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of
achieving the desired control objectives, and management is
required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Our disclosure
controls and procedures were designed to provide reasonable
assurance that the controls and procedures would meet their
objectives. As required by SEC Rule 13a-15(b), our Chief Executive
Officer and Chief Financial Officer carried out an evaluation of
the effectiveness of the design and operation of our disclosure
controls and procedures as of the end of the period covered by this
report. Based on the foregoing, our Chief Executive Officer and
Chief Financial Officer concluded that our disclosure controls and
procedures were effective at the reasonable assurance
level.
Our Chief Executive Officer and Chief Financial
Officer are responsible for establishing and maintaining adequate
internal control over our financial reporting. In order to evaluate
the effectiveness of internal control over financial reporting, as
required by Section 404 of the Sarbanes-Oxley Act, management has
conducted an assessment, including testing, using the criteria in
Internal Control — Integrated Framework, issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”). Our system of internal control over
financial reporting is designed to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because
of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Management has
used the framework set forth in the report entitled Internal
Control-Integrated Framework published by the COSO to evaluate the
effectiveness of our internal control over financial reporting.
Based on this assessment, our Chief Executive Officer and Chief
Financial Officer have concluded that our internal control over
financial reporting was effective as of June 30, 2017. This
Quarterly Report does not include an attestation report of our
independent registered public accounting firm regarding internal
control over financial reporting. Our internal control over
financial reporting was not subject to attestation by our
independent registered public accounting firm pursuant to temporary
rules of the SEC that permit us to provide only management’s
report in this Quarterly Report. There has been no change in our
internal controls over financial reporting during our most recent
fiscal quarter that has materially affected, or is reasonably
likely to materially affect, our internal controls over financial
reporting.
(b) Changes
in Internal Controls Over Financial Reporting
There
have been no changes in our internal controls over financial
reporting or in other factors that could materially affect, or are
reasonably likely to affect, our internal controls over financial
reporting during the quarter ended June 30, 2017. There have not
been any significant changes in the Company's critical accounting
policies identified since the Company filed its Annual Report on
Form 10-K as of December 31, 2016.
PART
II
OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
On
December 31, 2014, various plaintiffs, individually and on behalf
of a purported nationwide and sub-class of purchasers, filed a
lawsuit in the U.S. District Court for the Northern District of
California, captioned Ryan et al. v. Gencor Nutrients, Inc. et al.,
Case No.: 4:14-CV-05682. The lawsuit includes claims made against
the manufacturer and various producers and sellers of products
containing a nutritional supplement known as Testofen, which is
manufactured and sold by Gencor Nutrients, Inc.
(“Gencor”).
Specifically, the Ryan plaintiffs allege that various defendants
have manufactured, marketed and/or sold Testofen, or nutritional
supplements containing Testofen, and in doing so represented to the
public that Testofen had been clinically proven to increase free
testosterone levels. According to the plaintiffs, those claims are
false and/or not statistically proven. Plaintiffs seek relief under
violations of the Racketeering Influenced Corrupt Organizations
Act, breach of express and implied warranties, and violations of
unfair trade practices in violation of California, Pennsylvania,
and Arizona law. NDS utilizes Testofen in a limited number of
nutritional supplements it manufactures and sells pursuant to a
license agreement with Gencor.
On
February 19, 2015 this matter was transferred to the Central
District of California to the Honorable Manuel Real. Judge
Real had previously issued an order dismissing a previously filed
but similar lawsuit that had been filed by the same lawyer who
represents the plaintiffs in the Ryan matter. The United
States Court of Appeals recently reversed part of the dismissal
issued by Judge Real and remanded the case back down to the
district court for further proceedings. As a result, the
parties in the Ryan matter recently issued a joint status report
and that matter is again active.
On
February 28, 2017, Kevin Fahey, through his attorney, and on behalf
of himself and the citizens of the District of Columbia, file a
Complaint in the Superior Court of the District of Columbia Civil
Division captioned Fahey vs. BioGenetic Laboratories,
Inc, et al, case No.2017 CA 001240. The Complaint
was filed against BioGenetics, a division of the Company, and
various General Nutrition Center (“GNC”) entities. Fahey asserts in
his Complaint that the labeling and marketing materials of the
product HCG Activator are fraudulent, false and misleading with
respect to certain weight loss and hunger suppression claims.
Fahey claims these actions violate the District of Columbia
Consumer Protection Procedures Act Section 28-3901 et
seq., and has asked the court for direct treble damages,
punitive damages, disgorgement of profits, attorneys’ fees
and injunctive relief. This matter was resolved and the lawsuit was
dismissed June 27, 2017. The resolution did not have a material
impact on the Company, its financial condition or results from
operations.
We are
currently not involved in any litigation except noted above that we
believe could have a material adverse effect on our financial
condition or results of operations. Other than described above,
there is no action, suit, proceeding, inquiry or investigation
before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge
of the executive officers of the Company or any of its
subsidiaries, threatened against or affecting the Company, our
common stock, any of our subsidiaries or of the Company’s or
our subsidiaries’ officers or directors in their capacities
as such, in which an adverse decision could have a material adverse
effect.
There are no risk factors identified by the
Company in addition to the risk factors previously disclosed in
Part I, Item 1A, “Risk
Factors” in our Annual
Report on Form 10-K for the year ended December 31,
2016.
ITEM 2. UNREGISTERED
SALES OF EQUITY SECURITIES
During
the quarter ended June 30, 2017, the Company did not repurchase any
shares of its common stock. The Company’s Repurchase Program
authorizes the Company to purchase up to $600,000 of our common
stock per annum, subject to maximum repurchases of $50,000 per
month. Additional purchases under the Repurchase Program may be
made from time to time at the discretion of management as market
conditions warrant and subject to certain regulatory restrictions
and other considerations.
As
of June 30, 2017, the Company had repurchased an aggregate total of
242,909 shares of our common stock under the Repurchase Program, at
an average purchase price of $1.82 per share.
There
were no defaults upon senior securities during the period ended
June 30, 2017.
ITEM 5.
OTHER INFORMATION
There
is no information with respect to which information is not
otherwise called for by this form.
ITEM 6.
EXHIBITS
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Certification
of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act.
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Certification
of Chief Financial Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act.
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Certification
of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.
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Certification
of Chief Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act.
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101.INS
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XBRL
Instance Document
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101.SCH
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XBRL
Taxonomy Extension Schema
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101.CAL
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XBRL
Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL
Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL
Taxonomy Extension Label Linkbase
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101.PRE
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XBRL
Taxonomy Extension Presentation Linkbase
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934 the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly
authorized.
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Registrant
Date: August 21, 2017
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FitLife Brands, Inc.
By: /s/ John Wilson
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John Wilson
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Chief Executive Officer and Director
(Principal Executive Officer)
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Registrant
Date: August 21, 2017
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FitLife Brands, Inc.
By: /s/ Michael Abrams
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Michael Abrams
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Chief Financial Officer and Director
(Principal Financial Officer)
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