10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT

For the transition period from N/A to N/A

Commission File No. 000-52369

FITLIFE BRANDS, INC.

(Name of small business issuer as specified in its charter)

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

5214 S. 136th Street, Omaha, NE 68137

(Address of principal executive offices)

(402) 991-5618 (Issuer’s telephone number)

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

Securities registered under Section 12(b) of the Exchange Act: None

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

Common Stock, par value $0.01 per share

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

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

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

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

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

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

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

As of August 13, 2021, a total of 1,105,690 shares of the Registrant’s Common Stock, par value $0.01 per share, were issued and outstanding.

FITLIFE BRANDS, INC.

INDEX TO FORM 10-Q FILING

FOR THE QUARTER ENDED JUNE 30, 2021

TABLE OF CONTENTS

		PAGE
PART I - FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)	4
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion & Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	27
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 5.	Other Information	28
Item 6.	Exhibits	29

2

Special Note Regarding Forward-Looking Statements

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

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

3

PART I

FINANCIAL INFORMATION

Item 1. Financial Statements

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2021			2020
	(Unaudited)
ASSETS:
CURRENT ASSETS
Cash	$	8,425,000		$	6,336,000
Accounts receivable, net of allowance of doubtful accounts of $59,000 and $51,000, respectively		1,757,000			2,044,000
Inventories, net of allowance for obsolescence of $28,000 and $56,000, respectively		4,834,000			3,401,000
Income tax receivable		40,000			40,000
Prepaid expenses and other current assets		228,000			52,000
Total current assets		15,284,000			11,873,000
Property and equipment, net		85,000			98,000
Right of use asset, net of amortization of $296,000 and $272,000, respectively		183,000			208,000
Intangibles, net of amortization of $10,000 and $0, respectively		212,000			-
Goodwill		358,000			225,000
Deferred tax asset		3,639,000			4,370,000
TOTAL ASSETS	$	19,761,000		$	16,774,000
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
Accounts payable	$	3,542,000		$	3,246,000
Accrued expense and other liabilities		635,000			498,000
Product returns		326,000			335,000
Lease liability - current portion		53,000			50,000
Total current liabilities		4,556,000			4,129,000
Long-term lease liability, net of current portion		131,000			158,000
PPP loan		-			453,000
TOTAL LIABILITIES		4,687,000			4,740,000
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none outstanding as of June 30, 2021 and December 31, 2020		-			-
Common stock, $0.01 par value, 15,000,000 shares authorized; 1,105,690 and 1,060,818 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		12,000			12,000
Treasury stock, 219,654 and 210,631 shares, respectively		(2,050,000	)		(1,790,000	)
Additional paid-in capital		32,312,000			32,204,000
Accumulated deficit		(15,200,000	)		(18,392,000	)
TOTAL STOCKHOLDERS' EQUITY		15,074,000			12,034,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	19,761,000		$	16,774,000

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

4

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

	Three months ended						Six months Ended
	June 30						June 30
	2021			2020			2021			2020
Revenue	$	8,141,000		$	2,740,000		$	14,299,000		$	8,891,000
Cost of goods sold		4,580,000			1,421,000			7,661,000			4,835,000
Gross profit		3,561,000			1,319,000			6,638,000			4,056,000
OPERATING EXPENSES:
General and administrative		917,000			1,001,000			1,774,000			1,734,000
Selling and marketing		716,000			435,000			1,385,000			1,106,000
Depreciation and amortization		15,000			10,000			23,000			23,000
Total operating expenses		1,648,000			1,446,000			3,182,000			2,863,000
OPERATING INCOME (LOSS)		1,913,000			(127,000	)		3,456,000			1,193,000
OTHER EXPENSES (INCOME)
Interest expense (income)		(5,000	)		5,000			(11,000	)		8,000
Gain on settlement		-			-			-			(70,000	)
Gain on debt forgiveness		-			-			(453,000	)		-
Total other expenses (income)		(5,000	)		5,000			(464,000	)		(62,000	)
PRE-TAX NET INCOME (LOSS)		1,918,000			(132,000	)		3,920,000			1,255,000
PROVISION (BENEFIT) FOR INCOME TAXES		410,000			(40,000	)		728,000			(81,000	)
NET INCOME (LOSS)	$	1,508,000		$	(92,000	)	$	3,192,000		$	1,336,000
NET INCOME (LOSS) PER SHARE
Basic	$	1.37		$	(0.09	)	$	2.94		$	1.27
Diluted	$	1.26		$	(0.09	)	$	2.68		$	1.19
Basic weighted average common shares		1,098,000			1,060,033			1,087,385			1,055,893
Diluted weighted average common shares		1,194,880			1,060,033			1,189,069			1,126,631

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

5

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

									Additional
	Common Stock					Treasury			Paid-in			Accumulated
	Shares			Amount		Stock			Capital			Deficit			Total
THREE MONTHS ENDED JUNE 30, 2021
MARCH 31, 2021		1,090,818		$	12,000	$	(1,790,000	)	$	32,335,000		$	(16,708,000	)	$	13,849,000
Repurchase of common stock		(9,023	)		-		(260,000	)		-			-			(260,000	)
Exercise of stock options		3,895			-		-			54,000			-			54,000
Repurchase of options		-			-		-			(184,000	)		-			(184,000	)
Stock-based compensation		20,000			-		-			107,000			-			107,000
Net income		-			-		-			-			1,508,000			1,508,000
JUNE 30, 2021		1,105,690		$	12,000	$	(2,050,000	)	$	32,312,000		$	(15,200,000	)	$	15,074,000
THREE MONTHS ENDED JUNE 30, 2020
MARCH 31, 2020		1,060,033		$	12,000	$	(1,790,000	)	$	32,154,000		$	(25,678,000	)	$	4,698,000
Fair value of common stock issued for services		-			-		-			10,000			-			10,000
Repurchase of common stock		-			-		-			-			-			-
Exercise of stock options		-			-		-			-			-			-
Stock-based compensation		-			-		-			12,000			-			12,000
Net income		-			-		-			-			(92,000	)		(92,000	)
JUNE 30, 2020		1,060,033		$	12,000	$	(1,790,000	)	$	32,176,000		$	(25,770,000	)	$	4,628,000
SIX MONTHS ENDED JUNE 30, 2021
DECEMBER 31, 2020		1,060,818		$	12,000	$	(1,790,000	)	$	32,204,000		$	(18,392,000	)	$	12,034,000
Repurchase of common stock		(9,023	)		-		(260,000	)		-			-			(260,000	)
Exercise of stock options		3,895			-		-			54,000			-			54,000
Repurchase of options		-			-		-			(184,000	)		-			(184,000	)
Stock-based compensation		50,000			-		-			238,000			-			238,000
Net income		-			-		-			-			3,192,000			3,192,000
JUNE 30, 2021		1,105,690		$	12,000	$	(2,050,000	)	$	32,312,000		$	(15,200,000	)	$	15,074,000
SIX MONTHS ENDED JUNE 30, 2020
DECEMBER 31, 2019		1,054,516		$	12,000	$	(1,619,000	)	$	32,055,000		$	(27,106,000	)	$	3,342,000
Fair value of common stock issued for services		417			-		-			26,000			-			26,000
Repurchase of common stock		(11,900	)		-		(171,000	)		-			-			(171,000	)
Exercise of stock options		17,000			-		-			71,000			-			71,000
Stock-based compensation		-			-		-			24,000			-			24,000
Net income		-			-		-			-			1,336,000			1,336,000
JUNE 30, 2020		1,060,033		$	12,000	$	(1,790,000	)	$	32,176,000		$	(25,770,000	)	$	4,628,000

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

6

FITLIFE BRANDS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

	Six months ended June 30
	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	3,192,000		$	1,336,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		23,000			23,000
Right of use asset amortization		24,000			-
Allowance for doubtful accounts		8,000			360,000
Allowance for inventory obsolescence		(27,000	)		(55,000	)
Fair value of stock and options issued for services		238,000			50,000
Forgiveness of PPP loan		(453,000	)		-
Changes in operating assets and liabilities:
Accounts receivable - trade		406,000			643,000
Inventories		(1,358,000	)		(414,000	)
Deferred tax asset		731,000			-
Prepaid expense		(176,000	)		13,000
Income tax receivable		-			(40,000	)
Security deposit		-			10,000
Accounts payable		296,000			(375,000	)
Lease liability		(24,000	)		-
Accrued interest		-			1,000
Accrued liabilities and other liabilities		137,000			31,000
Product returns		(9,000	)		20,000
Net cash provided by operating activities		3,008,000			1,603,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition		(529,000	)		-
Net cash used in investing activities		(529,000	)		-
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options		54,000			71,000
Proceeds from PPP loan		-			450,000
Repurchases of common stock and options		(444,000	)		(171,000	)
Net cash provided by (used in) financing activities		(390,000	)		350,000
CHANGE IN CASH		2,089,000			1,953,000
CASH, BEGINNING OF PERIOD		6,336,000			265,000
CASH, END OF PERIOD	$	8,425,000		$	2,218,000
Supplemental disclosure operating activities
Cash paid for interest	$	-		$	7,000
Cash paid (refunded) for income taxes	$	(3,000	)	$	-

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

7

FITLIFE BRANDS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020

(Unaudited)

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 following brand names: (i) NDS Nutrition, PMD Sports, SirenLabs, CoreActive, and Metis Nutrition (together, “NDS Products”); and (ii) iSatori, BioGenetic Laboratories, and Energize (together, the "iSatori Products"). The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc. (“GNC”) stores located both domestically and internationally, and, with the launch of Metis Nutrition, through corporate GNC stores in the United States. The iSatori Products are sold through more than 17,000 retail locations, which include specialty, mass, and online.

FitLife Brands is headquartered in Omaha, Nebraska. For more information on the Company, please go to www.fitlifebrands.com. The Company’s Common Stock, par value $0.01 per share (“Common Stock”), trades under the symbol “FTLF” on the OTCQX market.

Recent Developments

Nutrology Asset Purchase

On April 7, 2021, the Company purchased substantially all of the assets of Triple Impact Corporation, a New Jersey corporation doing business as Nutrology, a nutritional supplement company catering to consumers who prioritize all-natural and plant-based nutritional supplements. See Note 4 for additional detail regarding the acquisition.

Tax Benefits Preservation Plan

On February 26, 2021, the board of directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock to stockholders of record at the close of business on February 26, 2021 (the “Record Date”). Each Right entitles its holder, under the circumstances described below, to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock of the Company, par value $0.01 per share (the “Series B Preferred”), at an exercise price of $100.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in the tax benefits preservation plan (the “Tax Benefits Preservation Plan”), dated as of February 26, 2021, between the Company and Colonial Stock, as rights agent (and any successor rights agent, the “Rights Agent”).

The Company adopted the Tax Benefits Preservation Plan in order to protect shareholder value against a possible limitation on the Company’s ability to use its Net Operating Losses (“NOLs”) and certain other tax benefits to reduce potential future U.S. federal income tax obligations. The NOLs are a valuable asset to the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (“IRC”), its ability to fully utilize the NOLs and certain other tax benefits will be substantially limited and the timing of the usage of the NOLs and such other benefits could be substantially delayed, which could significantly impair the value of those assets. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “five-percent shareholders” (as such term is defined in Section 382 of the IRC) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period. The Tax Benefits Preservation Plan is intended to prevent against such an “ownership change” by deterring any person or group from acquiring beneficial ownership of 4.99% or more of the Company’s securities.

8

Share Repurchase Plan

On February 1, 2021, the Board approved an additional amendment to the previously authorized share repurchase program initially approved by the Board of Directors (the "Board") on August 16, 2019, as amended on September 23, 2019 and November 6, 2019 (“Share Repurchase Program”). Under the terms of the amendment, the Company is authorized to repurchase up to $5.0 million of the Company's Common Stock, warrants to purchase shares of the Company's Common Stock ("Warrants"), and other securities issued by the Company ("Securities") over the next 24 months at a purchase price, in the case of Common Stock, equal to the fair market value of the Company's Common Stock on the date of purchase, and in the case of Warrants and Securities, at a purchase price determined by management, with the exact date and amount of such purchases to be determined by management.

During the three months ended June 30, 2021, the Company repurchased 9,023 shares of Common Stock, or approximately 1% of the issued and outstanding shares of the Company under the Share Repurchase Program.  The Company also repurchased and retired 12,710 dilutive in-the-money options from employees for total consideration of $186,000.

Trade date	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced programs		Dollar value of shares that may yet be purchased
First quarter ended March 31, 2021		-	$	-		-	$	3,610,917
Second quarter ended June 30, 2021		9,023	$	28.50		9,023	$	3,169,917
Subtotal		9,023	$	28.50		9,023	$	3,169,917

COVID-19 Pandemic

The COVID-19 pandemic has had an effect on the Company’s employees, business and operations and those of its customers, vendors and business partners. In this respect, the temporary or permanent closure of some of our retail partners’ store locations and the stay-at-home orders that occurred early in the pandemic negatively affected our results from operations, although much of the impact has been offset by an increase in revenue attributable to online sales, and increased sales during the more recent quarters. Our future financial position and operating results could be materially and adversely affected in the event that a resurgence of COVID-19 cases leads to new stay-at-home orders and/or disruptions in both our supply chain and manufacturing lead-times, which could lower demand for the Company’s products and/or prevent the Company from producing and delivering its products in a timely manner, although the extent of these effects cannot be determined at this time. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments to its business and operations accordingly.

9

CARES Act

The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted on March 27, 2020 in the United States. On April 27, 2020, the Company received proceeds from a loan in the amount of $449,700 from its lender, CIT Bank, N.A. (the “PPP Lender”), pursuant to approval by the U.S. Small Business Administration (the “SBA”) for the PPP Lender to fund the Company’s request for a loan under the SBA’s Paycheck Protection Program (“PPP Loan”) created as part of the CARES ACT administered by the SBA (the “Loan Agreement”). In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs, covered rent payments, and covered utilities during the eight-week period commencing on the date of loan approval. The PPP Loan was scheduled to mature on April 27, 2022, had a 1.0% interest rate, and was subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The Company was informed by the PPP Lender and the SBA that the full balance of the PPP Loan, including accrued interest, was forgiven on January 15, 2021.

The CARES Act permits employers to defer payment of the employer portion of payroll taxes owed on wages paid through December 31, 2020 for a period of up to two years. Through December 31, 2020, the Company deferred payment of $77,000, which amount has been expensed and is included in accrued liabilities.

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 six-month period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Although management of the Company believes the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission ("SEC") on March 26, 2021.

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Significant accounting policies are as follows:

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements.

Use of Estimates

The preparation of financial statements in conformity with 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 expense 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 accounts receivable, inventories, goodwill, revenue, costs and expense and valuations of long-term assets, realization of deferred tax assets and fair value of equity instruments issued for services during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

10

Basic and Diluted Income (loss) Per Share

Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase Common Stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the Common Stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Basic and Diluted Income (Loss) Per Share
	Three months ended June 30,					Six months ended June 30,
	2021		2020			2021		2020
Net income (loss) available to common shareholders	$	1,508,000	$	(92,000	)	$	3,192,000	$	1,336,000
Weighted average common shares - basic		1,098,000		1,060,033			1,087,385		1,055,893
Dilutive effect of outstanding warrants and stock options		96,880		-			101,684		70,738
Weighted average common shares - diluted		1,194,880		1,060,033			1,189,069		1,126,631
Net income (loss) per common share:
Basic	$	1.37	$	(0.09	)	$	2.94	$	1.27
Diluted	$	1.26	$	(0.09	)	$	2.68	$	1.19

Lease

We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 84 months. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets.

Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets and lease liabilities for operating leases of $480,000 and $480,000, respectively. There was no cumulative-effect adjustment to accumulated deficit. See Note 8 for further information regarding the adoption of ASC 842 on the Company’s condensed consolidated financial statements.

Goodwill

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU 2017-04 removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This update also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The Company adopted ASU 2017-04 on January 1, 2020 and applied the requirements prospectively.

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While we have concluded that a triggering event did not occur during the three or six months ended June 30, 2021, a worsening of the severity of the COVID-19 pandemic could result in future goodwill impairment charges. We will continue to monitor the effects of the COVID-19 pandemic’s impact on our business, and review for impairment indicators as necessary in the upcoming months.

Customer Concentration

Net sales to GNC during the three-month periods ended June 30, 2021 and 2020 were $5,917,000 and $1,213,000, respectively, representing 73% and 44% of total net revenue, respectively. Net sales to GNC during the six-month periods ended June 30, 2021 and 2020 were $9,993,000 and $5,910,000, respectively, representing 70% and 67% of total net revenue, respectively.

Gross accounts receivable attributable to GNC as of June 30, 2021 and 2020 were $1,315,000 and $1,305,000, respectively, representing 77% and 79% of the Company’s total accounts receivable balance, respectively.

For the three months ended June 30, 2021 and 2020, online sales accounted for 21% and 41% of the Company’s net revenue, respectively. For the six months ended June 30, 2021 and 2020, online sales accounted for 23% and 22% of the Company’s net revenue, respectively.

Revenue Recognition

The Company’s revenue is comprised of sales of nutritional supplements to consumers, primarily through GNC stores.

The Company accounts for revenues in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Under ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products or services to a customer.

All products sold by the Company are distinct individual products and consist of nutritional supplements and related supplies. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

Control of products we sell transfers to customers upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than promised goods to the customer. Payments for sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers.

For direct-to-consumer sales, the Company allows for returns within 30 days of purchase. Our wholesale customers, such as GNC, may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in GNC corporate stores or at any of its distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S. Food and Drug Administration.

A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of returns, the Company determined that less than 5% of products are returned, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

The Company’s revenue recognition, sales, and returns policies and experience for Nutrology are consistent with those of the Company’s other brands.

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Income Taxes

During the three months ended June 30, 2021, the Company recorded a federal income tax expense of $403,000 and a state income tax expense of $7,000 During the three months ended June 30, 2020, the Company recorded an income tax benefit and an income tax receivable of $40,000.

During the fourth quarter of fiscal 2020, the Company determined that it is more likely than not that it will be able to utilize the majority of its net operating loss carryforwards. The release of a substantial portion of the reserve against the Company’s deferred tax assets resulted in an income tax benefit of $4,370,000 for 2020, and a corresponding increase in net income of the same amount.

As of June 30, 2021, the Company had federal net operating loss (“NOL”) carryforwards available to offset future taxable income of approximately $18.4 million, resulting in a deferred tax asset of approximately $3.6 million. A valuation allowance of $537,000 has been recorded to reflect the portion of such deferred tax asset that is not expected to be realized under IRS statutory limitations.

The Company accounts for income taxes using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized, or that future deductibility is uncertain.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC are not believed by management to have a material impact on the Company’s present or future financial statements.

NOTE 4 – BUSINESS COMBINATION

On April 7, 2021, the Company closed on the purchase of substantially all of the assets of Triple Impact Nutrition (the “Acquisition”), a New Jersey corporation doing business as Nutrology, a nutritional supplement company catering to consumers who prioritize all-natural and plant-based nutritional supplements. Under the terms of the Asset Purchase Agreement (the “APA”), the Company agreed to pay cash consideration of $500,000, subject to certain working capital adjustments set forth in the APA. Total consideration paid, including the effects of the working capital adjustment, was $529,000.

The Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $529,000 was allocated to the tangible and intangible assets acquired based on their fair values on the acquisition date of April 7, 2021. The Company assumed no liabilities as part of the Acquisition, and no employees of Nutrology became employees of the Company. The excess of the purchase price over the net assets acquired is recorded as goodwill.  The goodwill is attributable to synergies from leveraging Nutrology’s strong all-natural and plant-based nutritional supplements, customer relationships and website domain name to enter into new sales with consumers for future growth and expansion. The Company incurred transaction costs of approximately $49,000 related to the Acquisition, of which $30,000 was expensed as incurred during the second quarter of 2021 as part of general and administrative expenses on the Consolidated Statement of Operations. The remaining $19,000 of transaction costs will be expensed as incurred during the third quarter of 2021.

Included in the Company’s Consolidated Statement of Operations from the acquisition date of April 7, 2021 for the period ended June 30, 2021 are revenue of $189,000 and gross profit of $85,000.

Below is a summary of the preliminary fair value of assets assumed as of the date of acquisition.

Assets Acquired:	Fair Value
Accounts receivable	$	48,000
Inventory		126,000
Intangibles		222,000
Goodwill		133,000
Fair value of assets acquired and consideration transferred	$	529,000

The preliminary fair values of acquired assets assumed represent management’s estimate of fair value utilizing a third-party appraiser and are subject to change if additional information becomes available.  Goodwill will not be amortized but instead will be tested for impairment at least annually (or more frequently if indicators of impairment arise).  In the event management determines that the goodwill has become impaired, the Company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made.  Goodwill is deductible for tax purposes.

Our preliminary estimate of intangible assets related to the Acquisition consists of non-contractual customer relationships, trademarks, formulations, and a website domain name.  The value of the customer relationships was determined using the income approach, trademarks and formulations was determine using the relief from royalty method, and the website domain name was based on the replacement method cost approach.  All methods are considered Level 3 fair value measurements.

Intangible assets are amortized on a straight-line basis over their estimated useful lives.  The following table sets forth the components of the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition.

	Fair Value		Useful Life
Client relationships	$	80,000	4 years
Formulations		70,000	4 years
Trademarks		60,000	Indefinite
Website		12,000	3 years
Total identifiable assets	$	222,000

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 Table of Contents

NOTE 5: FAIR VALUE

The Company utilizes fair value measurements to record fair value adjustments to certain financial assets and to determine fair value disclosures.

Fair Value Measurements and Disclosure (Topic 820) of the FASB establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories:

· Level 1 - Quoted unadjusted prices for identical instruments in active markets.

· Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets.

· Level 3 - Model-derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company.

Some of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their short-term nature. Such financial assets and financial liabilities include cash, accounts receivable, certain other current assets, accounts payable and accrued expense and other liabilities. The Company does not hold or issue financial instruments for trading purposes.

The Company’s non-financial assets which include goodwill, intangible assets, long-lived assets are not required to be measured at fair value on a recurring basis. The estimation of fair value for these assets and liabilities requires the use of significant unobservable inputs, and as a result, the Company classifies these assets and liabilities as Level 3 within the fair value hierarchy. During the three and six months ended June 30, 2021, the assets acquired in the business combination, including accounts receivable, inventory, and intangible assets, were measured at fair value on the date of the acquisition. The Company does not have any material financial liabilities that were required to be measured at fair value on a recurring basis at June 30, 2021.

The fair values of the material non-financial assets acquired have been calculated using the following valuation techniques (Level 3 of fair value hierarchy):

Assets acquired	Valuation technique and Significant Assumptions
Customer relationships Trademarks and Formulations	Income approach – multi-period excess earnings model (“MPEEM”): A 17% customer attrition rate was utilized in the valuation of the customer relationships based on management’s estimation of an average customer life of 6 years. Management considered knowledge of the customer base, actual historical ages of customers, and repurchase history in deriving the 6-year life assumption as utilized in assessing the value of the customer relationships. A discount rate of 29.6% was used for the present value of the future cash flows based on 2020 revenue from existing customers. Income approach – relief from royalty method: Royalty rates of 2.15% and 4.5% were selected based on licensing transactions for similar assets that reflects the median of the comparable transactions given the average customer awareness, industry segment, and similar operations to comparable companies and the present value of net cash flows expected to be generated by the assets, excluding any cash flows related to contributory assets.
Website	Cost approach – replacement method: Re-creation costs for the website are based on estimates of hours required to pay an external party for website development.

The Company exercised significant judgments in the accounting for the business combination. The most significant judgments related to the determination of fair values of intangible assets and their estimated useful lives. In determining of the fair values of the intangible assets management made assumptions on the timing and the amounts of the Company’s future cash flows, applicable growth rates and discount factors.  There were no additional fair value measurements of these assets during the first half of 2021. 

NOTE 6 – INVENTORIES

The Company’s inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. The Company evaluates the need to record adjustments for inventory on a regular basis. Company policy is to evaluate all inventories including components and finished goods for all of its product offerings across all of the Company’s operating subsidiaries.

Total allowance for expiring, excess and slow-moving inventory items as of June 30, 2021 and December 31, 2020 amounted to $28,000 and $56,000, respectively. The Company’s inventories as of June 30, 2021 and December 31, 2020 were as follows:

	June 30,			December 31,
	2021			2020
	(unaudited)
Finished goods	$	4,245,000		$	2,789,000
Components		617,000			668,000
Allowance for obsolescence		(28,000	)		(56,000	)
Total	$	4,834,000		$	3,401,000

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NOTE 7 - PROPERTY AND EQUIPMENT

The Company’s fixed assets as of June 30, 2021 and December 31, 2020 were as follows:

	June 30,			December 31,
	2021			2020
	(unaudited)
Property and equipment	$	902,000		$	902,000
Accumulated depreciation		(817,000	)		(804,000	)
Property and equipment, net	$	85,000		$	98,000

Depreciation expense for the three months ended June 30, 2021 and 2020 was $5,000 and $10,000, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 was $13,000 and $23,000, respectively.

NOTE 8 – NOTES PAYABLE

Line of Credit – CIT Bank

On September 24, 2019, the Company entered into a Revolving Line of Credit Agreement (the “Line of Credit Agreement”) with Mutual of Omaha Bank, (the “Lender”), subsequently acquired by CIT Bank N.A., providing the Company with a $2.5 million line of credit (the “Line of Credit”). The Line of Credit allows the Company to request advances thereunder and to use the proceeds of such advances for working capital purposes until the Maturity Date, unless renewed at maturity upon approval by the Company’s Board of Directors and the Lender. The Line of Credit is secured by all assets of the Company.

Advances drawn under the Line of Credit bear interest at an annual rate of the one-month LIBOR rate plus 2.75%, and each advance will be payable on the Maturity Date with the interest on outstanding advances payable monthly. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to the Maturity Date, without premium or penalty.

On March 20, 2020, the Lender advanced the Company $2.5 million under the Line of Credit, which amount was repaid on April 29, 2020. The advance was intended to provide the Company with additional liquidity given the uncertainty regarding the timing of collection of certain accounts receivable and in anticipation of an expected negative impact on sales to GNC and our other wholesale customers resulting from the COVID-19 outbreak.

Subsequent to the end of the quarter, on August 4, 2021, the Company and the Lender amended the Line of Credit Agreement to extend the Maturity Date to September 23, 2022. All other terms of the Line of Credit Agreement remain unchanged.

Paycheck Protection Program Loan

On April 27, 2020, the Company received proceeds from a loan in the amount of $449,700 from the PPP Lender, pursuant to approval by the SBA for the PPP Lender to fund the Company’s request for the PPP Loan created as part of the recently enacted CARES Act administered by the SBA. In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs, covered rent payments, and covered utilities during the eight-week period commencing on the date of loan approval. The PPP Loan was scheduled to mature on April 27, 2022, had a 1.0% interest rate, and was subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The Company was informed by the PPP Lender and the SBA that the full balance of the PPP Loan, including accrued interest, was forgiven on January 15, 2021.

NOTE 9 - RIGHT OF USE ASSETS AND LIABILITIES

In prior years, the Company entered into several non-cancellable leases for its office facilities and equipment. The lease agreements range from 36 months to 84 months and require monthly payments ranging between $200 and $7,000 through October 2024. On January 1, 2019, the Company adopted Topic 842, Leases which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. The Company classified the leases as operating leases and determined that the fair value of the lease assets and liability at the inception of the leases was $480,000 using a discount rate of 9%.

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During the six months ended June 30, 2021, the Company made payments resulting in a $24,000 reduction in the lease liability. As of June 30, 2021, lease liability amounted to $184,000. Topic 842 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Rent expense, including real estate taxes, for the three months ended June 30, 2021 was $41,000. The right-of-use asset at June 30, 2021 was $183,000, net of amortization of $296,000.

	Six months ended
Lease Cost	June 30, 2021
Operating lease cost (included in general and administrative in the Company's unaudited and consolidated statement of operations)	$	41,000
Other information
Cash paid for amounts included in the measurement of lease liabilities for the third quarter of 2021	$	0
Weighted average remaining lease term - operating leases (in years)		3.3
Average discount rate - operating leases		9	%

The supplemental balance sheet information related to leases for the period is as follows:

Operating leases	At June 30, 2021
Long-term right-of-use assets	$	183,000
Short-term operating lease liabilities	$	53,000
Long-term operating lease liabilities		131,000
Total operating lease liabilities	$	184,000

Maturities of the Company's lease liabilities are as follows (in thousands):

Year ending	Operating leases
2021 (remaining 6 months)	$	33,000
2022		67,000
2023		61,000
2024		51,000
Less: Imputed interest/present value discount		(28,000	)
Present value of lease liabilities	$	184,000

NOTE 10 - EQUITY

Common Stock

a. Common Stock Issued for Services

The Company is authorized to issue 15.0 million shares of Common Stock of which 1,105,690 shares of Common Stock were issued and outstanding as of June 30, 2021.

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In July 2018, in connection with the appointment of Mr. Dayton Judd as Chief Executive Officer, the Company granted Mr. Judd an aggregate of 45,000 shares of restricted Common Stock, which include vesting conditions subject to the achievement of certain market prices of the Company’s Common Stock. Such shares are also subject to forfeiture in the event Mr. Judd resigns from his position or is terminated by the Company. As the vesting of the 45,000 shares of restricted Common Stock is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value to be $105,000, computed using Monte Carlo simulations on a binomial model with the assistance of a valuation specialist using a derived service period of nine years. During the six months ended June 30, 2021, the Company recorded compensation expense of $3,000 to amortize the fair value of these shares of restricted Common Stock based upon the prorated derived service period. As of June 30, 2021, there was no unearned compensation to be amortized as a compensation cost associated with the grant of these shares.

In February 2021, the Company granted Mr. Judd an aggregate of 40,000 restricted share units (“RSUs”). Each RSU converts into one share of the Company’s Common Stock upon vesting. The RSUs vest as follows: (1) 10,000 shares at such date that the 30-day volume-weighted average price of Common Stock meets or exceeds $30, (ii) 10,000 shares at such date that the 30-day volume-weighted average price of Common Stock meets or exceeds $36, (iii) 10,000 shares at such date that the 30-day volume-weighted average price of Common Stock meets or exceeds $42, and (iv) 10,000 shares at such date that the 30-day volume-weighted average price of Common Stock meets or exceeds $48. The RSUs are subject to forfeiture in the event Mr. Judd resigns from his position or is terminated by the Company. As the vesting of the RSUs is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value to be $666,000, computed using Monte Carlo simulations on a binomial model with the assistance of a valuation specialist. During the quarter ended June 30, 2021, the Company expensed $95,000 as a compensation cost. As of June 30, 2021, there was $508,000 of unamortized compensation expense associated with the grant of the RSUs.

b. Share Repurchase Program

On August 16, 2019, the Company's Board authorized management to repurchase up to $500,000 of the Company's Common Stock over the next 24 months, which Share Repurchase Program was previously reported on the Company's Current Report on Form 8-K filed August 20, 2019. On September 23, 2019, the Board approved an amendment to the Company’s Share Repurchase Program to increase the repurchase of up to $1,000,000 of the Company's Common Stock, its Series A Preferred, and Warrants, over the next 24 months, at a purchase price, in the case of Common Stock, equal to the fair market value of the Company's Common Stock on the date of purchase, and in the case of Series A Preferred and Warrants, at a purchase price determined by management, with the exact date and amount of such purchases to be determined by management. On November 6, 2019, the Company’s Board of Directors amended the previously approved Share Repurchase Program to increase the amount of authorized repurchases to $2.5 million, and on February 1, 2021, the Company’s Board of Directors amended previously approved Share Repurchase Program to increase the amount of authorized repurchases to purchase up to $5.0 million. All other terms of the Share Repurchase Program remain unchanged.

During the six-month period ended June 30, 2021, the Company repurchased 9,023 shares of Common Stock. The Company is accounting for repurchased shares as treasury stock. The Company also repurchased and retired 12,710 dilutive in-the-money options from employees for total consideration of $186,000.

Options

Information regarding options outstanding as of June 30, 2021 is as follows:

	Number of			Weighted Average Exercise		Weighted Average Remaining Life
	Options			Price		(Years)
Outstanding, December 31, 2019		149,285		$	11.76		5.0
Issued		-			-
Exercised		(17,000	)		4.20
Forfeited		(36,500	)		19.46
Outstanding, December 31, 2020		95,785		$	10.17		5.8
Issued		32,000			20.13
Exercised		(4,000	)		13.90
Forfeited		(3,000	)		13.90
Repurchased		(12,710	)		13.90
Outstanding, June 30, 2021		108,075		$	12.44		6.8

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Outstanding								Exercisable
	Exercise Price Per share	Total Number of Options		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Number of Vested Options		Weighted Average Exercise Price
$	2.80-23.00		102,500		7.0	$	8.21		78,500	$	4.57
$	23.10-144.34		5,575		2.3	$	90.20		5,575	$	90.20
			108,075		6.8	$	12.44		84,075	$	10.25

During the six-month periods ended June 30, 2021 and 2020, the Company recognized compensation expense of $12,000 and $24,000, respectively, to account for the fair value of stock options that vested during the period.

Total intrinsic value of outstanding stock options as of June 30, 2021 amounted to $3,161,000. As of June 30, 2021 there is $104,000 of unamortized compensation expense.

Warrants

Total outstanding warrants to purchase shares of Company Common Stock as of June 30, 2021 and December 31, 2020 amounted to 35,870 shares. Total intrinsic value as of June 30, 2021 amounted to $1,234,000.

During the period ended June 30, 2021, no warrants were granted and no warrants expired unexercised.

Outstanding		Exercise Price		Issuance Date	Expiration Date	Vesting
	35,870	$	4.60	11/13/18	11/13/23	Yes

NOTE 11 – COMMITMENTS AND CONTINGENCIES

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. 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.

NOTE 12 – SUBSEQUENT EVENTS

Subsequent to the end of the quarter, on August 4, 2021, the Company amended its Line of Credit Agreement to extend the Maturity Date to September 23, 2022. All other terms of the Line of Credit Agreement remain unchanged.

In accordance with the Subsequent Events Topic of the FASB ASC 855, we have evaluated subsequent events through the filing date and noted no further subsequent events that are reasonably likely to impact the Company’s financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Quarterly Report on Form 10-Q (this "Quarterly Report"). This discussion and analysis may contain forward-looking statements based on assumptions about our future business.

Overview

FitLife Brands, Inc. (the “Company”) is a national provider of innovative and proprietary nutritional supplements for health-conscious consumers marketed under the following brand names: (i) NDS Nutrition, PMD Sports, SirenLabs, CoreActive, and Metis Nutrition (together, “NDS Products”); and (ii) iSatori, BioGenetic Laboratories, and Energize (together, “iSatori Products”). The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc. (“GNC”) stores located both domestically and internationally, and, with the launch of Metis Nutrition, through corporate GNC stores in the United States. The iSatori Products are sold through more than 17,000 retail locations, which include specialty, mass, and online.

FitLife Brands is headquartered in Omaha, Nebraska. For more information on the Company, please go to www.fitlifebrands.com. The Company’s common Stock, par value $0.01 per share (“Common Stock”), trades under the symbol “FTLF” on the OTCQX market.

Recent Developments

Nutrology Asset Purchase

On April 7, 2021, the Company purchased substantially all of the assets of Triple Impact Corporation, a New Jersey corporation doing business as Nutrology, a nutritional supplement company catering to consumers who prioritize all-natural and plant-based nutritional supplements. See Note 4 for additional detail regarding the acquisition.

Tax Benefits Preservation Plan

On February 26, 2021, the board of directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock to stockholders of record at the close of business on February 26, 2021 (the “Record Date”). Each Right entitles its holder, under the circumstances described below, to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock of the Company, par value $0.01 per share (the “Series B Preferred”), at an exercise price of $100.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in the tax benefits preservation plan (the “Tax Benefits Preservation Plan”), dated as of February 26, 2021, between the Company and Colonial Stock, as rights agent (and any successor rights agent, the “Rights Agent”).

The Company adopted the Tax Benefits Preservation Plan in order to protect shareholder value against a possible limitation on the Company’s ability to use its net operating losses (“NOLs”) and certain other tax benefits to reduce potential future U.S. federal income tax obligations. The NOLs are a valuable asset to the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (the “IRC”), its ability to fully utilize the NOLs and certain other tax benefits will be substantially limited and the timing of the usage of the NOLs and such other benefits could be substantially delayed, which could significantly impair the value of those assets. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “five-percent shareholders” (as such term is defined in Section 382 of the IRC) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period. The Tax Benefits Preservation Plan is intended to prevent against such an “ownership change” by deterring any person or group from acquiring beneficial ownership of 4.99% or more of the Company’s securities.

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Share Repurchase Plan

On August 16, 2019, the Company's Board authorized management to repurchase up to $500,000 of the Company's Common Stock over the next 24 months (the "Share Repurchase Program"), which Share Repurchase Program was previously reported on the Company's Current Report on Form 8-K filed August 20, 2019. On September 23, 2019, the Board approved an amendment to the Company’s Share Repurchase Program to increase the repurchase of up to $1,000,000 of the Company's Common Stock, its Series A Convertible Preferred Stock, par value $0.01 per share ("Series A Preferred"), and warrants to purchase shares of the Company's Common Stock ("Warrants"), over the next 24 months, at a purchase price, in the case of Common Stock, equal to the fair market value of the Company's Common Stock on the date of purchase, and in the case of Series A Preferred and Warrants, at a purchase price determined by management, with the exact date and amount of such purchases to be determined by management. On November 6, 2019, the Company’s Board of Directors amended the previously approved Share Repurchase Program to increase the amount of authorized repurchases to $2.5 million. On February 1, 2021, the Board approved an additional amendment to the previously authorized Share Repurchase Program. Under the terms of the amendment, the Company is authorized to repurchase up to $5.0 million. All other terms of the Share Repurchase Program remain unchanged.

The Company intends to conduct its Share Repurchase Program in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Repurchases may be made at management's discretion from time to time in the open market or through privately negotiated transactions. The Company may suspend or discontinue the Share Repurchase Program at any time, and may thereafter reinstitute purchases, all without prior announcement.

During the three months ended June 30, 2021, the Company repurchased 9,023 shares of Common Stock, or approximately 1% of the issued and outstanding shares of the Company under the Share Repurchase Program.  The Company also repurchased and retired 12,710 dilutive in-the-money options from employees for total consideration of $186,000.

	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced programs		Dollar value of shares that may yet be purchased
First quarter ended March 31, 2021		-	$	-		-	$	3,610,917
Second quarter ended June 30, 2021		9,023	$	28.50		9,023	$	3,169,917
Subtotal		9,023	$	28.50		9,023	$	3,169,917

COVID-19 Pandemic

The COVID-19 pandemic has had an effect on the Company’s employees, business and operations and those of its customers, vendors and business partners. In this respect, the temporary or permanent closure of some of our retail partners’ store locations and the stay-at-home orders that occurred early in the pandemic negatively affected our results from operations, although much of the impact has been offset by an increase in revenue attributable to online sales, and increased sales during the most recent quarter. Our future financial position and operating results could be materially and adversely affected in the event that a resurgence of COVID-19 cases leads to new stay-at-home orders and/or disruptions in both our supply chain and manufacturing lead-times, which could lower demand for the Company’s products and/or prevent the Company from producing and delivering its products in a timely manner, although the extent of these effects cannot be determined at this time. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments to its business and operations accordingly.

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CARES Act

The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted on March 27, 2020 in the United States. On April 27, 2020, the Company received proceeds from a loan in the amount of $449,700 from its lender, CIT Bank, N.A. (the “PPP Lender”), pursuant to approval by the U.S. Small Business Administration (the “SBA”) for the PPP Lender to fund the Company’s request for a loan under the SBA’s Paycheck Protection Program (“PPP Loan”) created as part of the recently enacted CARES Act administered by the SBA (the “Loan Agreement”). In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs, covered rent payments, and covered utilities during the eight-week period commencing on the date of loan approval. The PPP Loan was scheduled to mature on April 27, 2022, had a 1.0% interest rate, and was subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The Company was informed by the PPP Lender and the SBA that the full amount of principal and accrued interest of the PPP Loan was forgiven on January 15, 2021.

The CARES Act permits employers to defer payment of the employer portion of payroll taxes owed on wages paid through December 31, 2020 for a period of up to two years. Through December 31, 2020, the Company deferred payment of $77,000, which amount has been expensed and is included in accrued liabilities.

Results of Operations

Comparison of the three and six months ended June 30, 2021 to the three and six months ended June 30, 2020

	Three Months Ended												Six Months Ended
	June 30, 2021			June 30, 2020			Change			%			June 30, 2021			June 30, 2020			Change			%
Revenue	$	8,141,000		$	2,740,000		$	5,401,000			197	%	$	14,299,000		$	8,891,000		$	5,408,000			61	%
Cost of goods sold		(4,580,000	)		(1,421,000	)		(3,159,000	)		222	%		(7,661,000	)		(4,835,000	)		(2,826,000	)		58	%
Gross profit		3,561,000			1,319,000			2,242,000			170	%		6,638,000			4,056,000			2,582,000			64	%
General and administrative expense		(917,000	)		(1,001,000	)		84,000			-8	%		(1,774,000	)		(1,734,000	)		(40,000	)		2	%
Selling and marketing expense		(716,000	)		(435,000	)		(281,000	)		65	%		(1,385,000	)		(1,106,000	)		(279,000	)		25	%
Depreciation and amortization		(15,000	)		(10,000	)		(5,000	)		50	%		(23,000	)		(23,000	)		-			-
Total operating expenses		(1,648,000	)		(1,446,000	)		(202,000	)		14	%		(3,182,000	)		(2,863,000	)		(319,000	)		11	%
Income (loss) from operations		1,913,000			(127,000	)		2,040,000			n/a			3,456,000			1,193,000			2,263,000			190	%
Other income (expense)		5,000			(5,000	)		10,000			n/a			464,000			62,000			402,000			648	%
Provision for income tax		(410,000	)		40,000			(450,000	)		n/a			(728,000	)		81,000			(809,000	)		n/a
Net income (loss)	$	1,508,000		$	(92,000	)	$	1,600,000			n/a		$	3,192,000		$	1,336,000		$	1,856,000			139	%

Net Sales. Revenue for the three months ended June 30, 2021 increased to $8,141,000 as compared to $2,740,000 for the three months ended June 30, 2020. Revenue for the six months ended June 30, 2021 increased 61% to $14,299,000 as compared to $8,891,000 for the six months ended June 30, 2020. The increase in revenue for the three- and six-month periods ended June 30, 2021 compared to the prior three- and six-month period is principally due to the closure of some of our retail partners’ store locations and the stay-at-home orders during 2020 caused by the COVID-19 pandemic and continued organic growth in our online and wholesale businesses.

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Online revenue during the three and six months ended June 30, 2021 was approximately 21% and 23% of total revenue, respectively, compared to approximately 41% and 22% of total revenue during the three and six months ended June 30, 2020.

Cost of Goods Sold. Cost of goods sold for the three months ended June 30, 2021 increased to $4,580,000 as compared to $1,421,000 for the three months ended June 30, 2020. Cost of goods sold for the six months ended June 30, 2021 increased to $7,661,000 as compared to $4,835,000 for the six months ended June 30, 2020. The increase during the three- and six-month period is principally attributable to higher revenue.

Gross Profit. Gross profit for the three months ended June 30, 2021 increased to $3,561,000 as compared to $1,319,000 for the three months ended June 30, 2020. Gross profit for the six months ended June 30, 2021 increased to $6,638,000 as compared to $4,056,000 for the six months ended June 30, 2020. The increase during the three- and six- month period is principally attributable to higher revenue.

Gross margin for the three months ended June 30, 2021 decreased to 43.7% compared to 48.1% during the same period last year. The decrease during the three-month period is principally attributable to a lower percentage of online sales during 2021 compared to the same period in 2020.  Gross margin for the six months ended June 30, 2021 increased to 46.4% compared to 45.6% for the same period last year. The increase was primarily attributable to a greater proportion of higher margin online revenue during 2021 compared to the same period in 2020.

General and Administrative Expense. General and administrative expense for the three months ended June 30, 2021 decreased to $917,000 as compared to $1,001,000 for the three months ended June 30, 2020. The decrease in the three-month period ended June 30, 2021 primarily reflects an decrease in bad debt expense, partially offset by higher stock compensation expense and higher consulting expense. For the six-month period ended June 30, 2021, general and administrative expense increased to $1,774,000 from $1,734,000 during the same period in the prior year.

Selling and Marketing Expense. Selling and marketing expense for the three months ended June 30, 2021 increased to $716,000 as compared to $435,000 for the three months ended June 30, 2020. Selling and marketing expense for the six months ended June 30, 2021 increased to $1,385,000 as compared to $1,106,000 for the six months ended June 30, 2020. The increases in both the three- and six-month periods ended June 30, 2021 reflect higher co-operative marketing expense paid to one of our wholesale partners. The Company anticipates that this higher level of marketing expense, which is fully funded by wholesale price increases, will continue for the foreseeable future.

Depreciation and Amortization Expense. Depreciation and amortization expense for the three months ended June 30, 2021 increased to $15,000 as compared to $10,000 for the three months ended June 30, 2020. The increase was due to amortization of intangibles acquired in the Nutrology business combination.  Depreciation and amortization expense for the six months ended June 30, 2021 was flat at $23,000 as compared to $23,000 for the six months ended June 30, 2020, with the increase in amortization associated with the Nutrology intangibles being offset by other assets becoming fully depreciated.

Net Income Loss. We generated net income of $1,508,000 for the three-month period ended June 30, 2021 as compared to a net loss of $(92,000) for the three months ended June 30, 2020. We generated a net income of $3,192,000 for the six-month period ended June 30, 2021 as compared to a net income of $1,336,000 for the six months ended June 30, 2020. The increase in net income for the three- and six-month periods ended June 30, 2021 was primarily due to higher revenues resulting from the increase in wholesale and online sales as compared to the impact of COVID-19 on sales during the same periods in 2020.

Non-GAAP Measures

The financial presentation below contains certain financial measures defined as “non-GAAP financial measures” by the SEC, including non-GAAP EBITDA and adjusted non-GAAP 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.

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As presented below, non-GAAP EBITDA excludes interest, income taxes, and depreciation and amortization. Adjusted non-GAAP EBITDA excludes, in addition to interest, taxes, depreciation and amortization, equity-based compensation and non-recurring gains or losses. 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 June 30,						For the six months ended June 30,
	2021			2020			2021			2020
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net income	$	1,508,000		$	(92,000	)	$	3,192,000		$	1,336,000
Interest expense (income)		(5,000	)		5,000			(11,000	)		8,000
Provision (benefit) for income taxes		410,000			(40,000	)		728,000			(81,000	)
Depreciation and amortization		15,000			10,000			23,000			23,000
EBITDA		1,928,000			(117,000	)		3,932,000			1,286,000
Non-cash and non-recurring adjustments
Stock compensation expense		107,000			26,000			238,000			54,000
Non-recurring losses (gains)		-			-			(453,000	)		(70,000	)
Adjusted EBITDA	$	2,035,000		$	(91,000	)	$	3,717,000		$	1,270,000

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Liquidity and Capital Resources

At June 30, 2021, we had positive working capital of approximately $10,728,000, compared to $7,744,000 at December 31, 2020. Our principal sources of liquidity at June 30, 2021 consisted of $8,425,000 of cash and $1,757,000 of accounts receivable.

On September 24, 2019, the Company entered into a Revolving Line of Credit Agreement (the “Line of Credit Agreement”) with Mutual of Omaha Bank (the “Lender”), subsequently acquired by CIT Bank N.A., providing the Company with a $2.5 million revolving line of credit (the “Line of Credit”). The Line of Credit allows the Company to request advances thereunder and to use the proceeds of such advances for working capital purposes until the Maturity Date, or unless renewed at maturity upon approval by the Company’s Board and the Lender. The Line of Credit is secured by all assets of the Company.

Advances drawn under the Line of Credit bear interest at an annual rate of the one-month LIBOR rate plus 2.75%, and each advance will be payable on the Maturity Date with the interest on outstanding advances payable monthly. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to the Maturity Date, without premium or penalty.

On March 20, 2020, the Lender advanced the Company $2.5 million under the Line of Credit, which amount was repaid on April 29, 2020. The advance was intended to provide the Company with additional liquidity given the uncertainty regarding the timing of collection of certain accounts receivable and in anticipation of an expected negative impact on sales to GNC and our other wholesale customers resulting from the COVID-19 outbreak.

Subsequent to the end of the quarter, on August 4, 2021, the Company and the Lender amended the Line of Credit Agreement to extend the Maturity Date to September 23, 2022. All other terms of the Line of Credit Agreement remain unchanged.

On April 27, 2020, the Company received proceeds from a loan in the amount of $449,700 from the PPP Lender, pursuant to approval by the SBA for the Lender to fund the Company’s request for the PPP Loan created as part of the recently enacted CARES Act administered by the SBA. In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs, covered rent payments, and covered utilities during the eight-week period commencing on the date of loan approval. The PPP Loan was scheduled to mature on April 27, 2022, had a 1.0% interest rate, and was subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The Company did not provide any collateral or guarantees for the PPP Loan, nor did the Company pay any fees to obtain the PPP Loan. The Company was informed by the PPP Lender and the SBA that the full amount balance of the PPP Loan, including accrued interest, was forgiven on January 15, 2021.

The Company has historically financed its operations primarily through cash flow from operations and equity and debt financings. 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 Company currently anticipates that cash derived from operations and existing cash resources, along with available borrowings under the new Line of Credit, will be sufficient to provide for the Company’s liquidity for the next twelve months.

The Company is dependent on cash flow from operations and amounts available under the Line of Credit to satisfy its working capital requirements. No assurances can be given that cash flow from operations and/or the Line of Credit will be sufficient to provide for the Company’s liquidity for the next twelve months. Should the Company be unable to generate sufficient revenue in the future to achieve positive cash flow from operations, and/or should capital be unavailable under the terms of the Line of Credit, additional working capital will be required. Management currently has no intention to raise additional working capital through the sale of equity or debt securities and believes that the cash flow from operations and available borrowings under the Line of Credit will provide sufficient capital necessary to operate the business over the next twelve months. In the event the Company fails to achieve positive cash flow from operations, additional capital is unavailable under the terms of the Line of Credit, and management is otherwise unable to secure additional working capital through the issuance of equity or debt securities, the Company’s business would be materially and adversely harmed.

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Cash Provided by Operations. Cash provided by operating activities for the six months ended June 30, 2021 was $3,008,000, as compared to cash provided by operations of $1,603,000 for the six months ended June 30, 2020.

Cash Used in Investing Activities. Cash used in investing activities for the six months ended June 30, 2021 was ($529,000), as compared to cash used by investing activities of $0 for the six months ended June 30, 2020.

Cash Provided by (Used in) Financing Activities. Cash used in financing activities for the six months ended June 30, 2021 was ($390,000) as compared to cash provided by financing activities of $350,000 during the six months ended June 30, 2020.

Critical Accounting Policies and Estimates

Our discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these consolidated financial statements and related disclosures requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, expense, and related disclosure of contingent assets and liabilities. We evaluate, on an on-going basis, our estimates and judgments, including those related to the useful life of the assets. We base our estimates on historical experience and assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results that we report in our consolidated financial statements. The Securities and Exchange Commission (the "SEC") considers an entity’s most critical accounting policies to be those policies that are both most important to the portrayal of a company’s financial condition and results of operations and those that require management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about matters that are inherently uncertain at the time of estimation. For a more detailed discussion of the accounting policies of the Company, see Note 3 of the Notes to the Condensed Consolidated Financial Statements included in this Quarterly Report, “Summary of Significant Accounting Policies”.

We believe the following critical accounting policies, among others, require significant judgments and estimates used in the preparation of our consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with 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 expense 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 accounts receivable, inventories, goodwill, revenue, costs and expense and valuations of long-term assets, allowance for deferred tax assets and equity instruments issued for services during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Goodwill

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU 2017-04 removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This update also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The Company adopted ASU 2017-04 on January 1, 2020 and applied the requirements prospectively.

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While we have concluded that a triggering event did not occur during the three or six months ended June 30, 2021, a worsening of the severity of the COVID-19 pandemic could result in future goodwill impairment charges. We will continue to monitor the effects of the COVID-19 pandemic’s impact on our business, and review for impairment indicators as necessary in the upcoming months.

Revenue Recognition

The Company’s revenue is comprised of sales of nutritional supplements to consumers, primarily through GNC stores.

The Company accounts for revenues in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Under ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products or services to a customer.

All products sold by the Company are distinct individual products and consist of nutritional supplements and related supplies. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

Control of products we sell transfers to customers upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than promised goods to the customer. Payments for sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers.

For direct-to-consumer sales, the Company allows for returns within 30 days of purchase. Our wholesale customers, such as GNC, may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in GNC corporate stores or at any of its distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S. Food and Drug Administration.

A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of returns, the Company determined that less than 5% of products are returned, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

The Company’s revenue recognition, sales, and returns policies and experience for Nutrology are consistent with those of the Company’s other brands.

Recent Accounting Pronouncements

See Note 3 of the Condensed Consolidated Financial Statements included in this Quarterly Report for a description of recent accounting pronouncements believed by management to have a material impact on our present or future financial statements.

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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 materially 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 any borrowings under our existing Line of Credit, and our investments in short-term financial instruments. As of June 30, 2021, the Company had a zero balance under its existing Line of Credit.

Investments of our existing cash balances 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 will vary due to changes in interest rates and 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 SEC’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, 2021. This Quarterly Report does not include an attestation report of the Company's independent registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's independent registered public accounting firm pursuant to rules of the SEC that permit the Company 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

The Company's Chief Executive Officer and Chief Financial Officer have determined that 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, 2021. 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 for the year ended December 31, 2020.

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PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. 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’ directors or officers in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS

Our results of operations and financial condition are subject to numerous risks and uncertainties described in our Annual Report on Form 10-K for our fiscal year ended December 31, 2020, filed on March 26, 2021. You should carefully consider these risk factors in conjunction with the other information contained in this Quarterly Report. Should any of these risks materialize, our business, financial condition and future prospects could be negatively impacted.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the three-month period ended June 30, 2021.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
32.1	Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
32.2	Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	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.

Registrant	FitLife Brands, Inc.
Date: August 16, 2021	By:	/s/ Dayton Judd
		Dayton Judd
		Chief Executive Officer and Chair (Principal Executive Officer)

Registrant	FitLife Brands, Inc.
Date: August 16, 2021	By:	/s/ Susan Kinnaman
		Susan Kinnaman
		Chief Financial Officer (Principal Financial Officer)

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EX-31.1

EXHIBIT 31.1

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934

I, Dayton Judd, Chief Executive Officer of the Company, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of FitLife Brands, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.	Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Registrant	FitLife Brands, Inc.
Date: August 16, 2021	By:	/s/ Dayton Judd
		Dayton Judd
		Chief Executive Officer and Chair (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley

Act of 2002 and pursuant to Rule 13a-14(a) and Rule 15d-14 under the Securities Exchange Act of 1934

I, Susan Kinnaman, Chief Financial Officer of the Company, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of FitLife Brands, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
c.	Evaluated the effectiveness of the registrant’s disclosure and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluations: and
d.	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Registrant	FitLife Brands, Inc.
Date: August 16, 2021	By:	/s/ Susan Kinnaman
		Susan Kinnaman
		Chief Financial Officer (Principal Financial Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of FitLife Brands, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Dayton Judd, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Registrant	FitLife Brands, Inc.
Date: August 16, 2021	By:	/s/ Dayton Judd
		Dayton Judd
		Chief Executive Officer and Chair (Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATIONS PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of FitLife Brands, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Susan Kinnaman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Registrant	FitLife Brands, Inc.
Date: August 16, 2021	By:	/s/ Susan Kinnaman
		Susan Kinnaman
		Chief Financial Officer (Principal Financial Officer)

XML

Cover - shares	6 Months Ended
	Jun. 30, 2021	Aug. 05, 2021
Cover [Abstract]
Entity Registrant Name	FITLIFE BRANDS, INC
Entity Central Index Key	0001374328
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2021
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2021
Entity Common Stock Shares Outstanding		1,105,690
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	000-52369
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-3464383
Entity Address Address Line 1	5214 S
Entity Address Address Line 2	136th Street
Entity Address City Or Town	Omaha
Entity Address State Or Province	NE
Entity Address Postal Zip Code	68137
City Area Code	402
Local Phone Number	991-5618
Entity Interactive Data Current	Yes

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CURRENT ASSETS
Cash	$ 8,425,000	$ 6,336,000
Accounts receivable, net of allowance of doubtful accounts of $59,000 and $51,000, respectively	1,757,000	2,044,000
Inventories, net of allowance for obsolescence of $28,000 and $56,000, respectively	4,834,000	3,401,000
Income tax receivable	40,000	40,000
Prepaid expenses and other current assets	228,000	52,000
Total current assets	15,284,000	11,873,000
Property and equipment, net	85,000	98,000
Right of use asset, net of amortization of $296,000 and $272,000, respectively	183,000	208,000
IntangiblesIntangibles, net of amortization of $10,000 and $0, respectively	212,000	0
Goodwill	358,000	225,000
Deferred tax asset	3,639,000	4,370,000
TOTAL ASSETS	19,761,000	16,774,000
CURRENT LIABILITIES:
Accounts payable	3,542,000	3,246,000
Accrued expense and other liabilities	635,000	498,000
Product returns	326,000	335,000
Lease liability - current portion	53,000	50,000
Total current liabilities	4,556,000	4,129,000
Long-term lease liability, net of current portion	131,000	158,000
PPP loan	0	453,000
TOTAL LIABILITIES	4,687,000	4,740,000
STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none outstanding as of June 30, 2021 and December 31, 2020	0	0
Common stock, $0.01 par value, 15,000,000 shares authorized; 1,105,690 and 1,060,818 issued and outstanding as of June 30, 2021 and December 31, 2020, respectively	12,000	12,000
Treasury stock, 219,654 and 210,631 shares, respectively	(2,050,000)	(1,790,000)
Additional paid-in capital	32,312,000	32,204,000
Accumulated deficit	(15,200,000)	(18,392,000)
TOTAL STOCKHOLDERS' EQUITY	15,074,000	12,034,000
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 19,761,000	$ 16,774,000

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
CONDENSED CONSOLIDATED BALANCE SHEETS
Allowance for doubtful accounts	$ 59,000	$ 51,000
Right of use asset amortization	296,000	272,000
Allowance for obsolescence	28,000	56,000
Amortization of intangible assets	$ 10,000	$ 0
STOCKHOLDERS' EQUITY:
Preferred stock, par value per share	$ 0.01	$ 0.01
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0
Common stock, par value per share	$ 0.01	$ 0.01
Common stock, shares authorized	15,000,000	15,000,000
Common stock, shares issued	1,105,690	1,060,818
Common stock, shares outstanding	1,105,690	1,060,818
Treasury stock, shares	219,654	210,631

XML

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)
Revenue	$ 8,141,000	$ 2,740,000	$ 14,299,000	$ 8,891,000
Cost of goods sold	4,580,000	1,421,000	7,661,000	4,835,000
Gross profit	3,561,000	1,319,000	6,638,000	4,056,000
OPERATING EXPENSES:
General and administrative	917,000	1,001,000	1,774,000	1,734,000
Selling and marketing	716,000	435,000	1,385,000	1,106,000
Depreciation and amortization	15,000	10,000	23,000	23,000
Total operating expenses	1,648,000	1,446,000	3,182,000	2,863,000
OPERATING INCOME (LOSS)	1,913,000	(127,000)	3,456,000	1,193,000
OTHER EXPENSES (INCOME)
Interest expense (income)	5,000	5,000	11,000	8,000
Gain on settlement	0	0	0	(70,000)
Gain on debt forgiveness	0	0	(453,000)	0
Total other expenses (income)	(5,000)	5,000	(464,000)	(62,000)
PRE-TAX NET INCOME	1,918,000	(132,000)	3,920,000	1,255,000
PROVISION (BENEFIT) FOR INCOME TAXES	410,000	(40,000)	728,000	(81,000)
NET INCOME	$ 1,508,000	$ (92,000)	$ 3,192,000	$ 1,336,000
NET INCOME PER SHARE
Basic	$ 1.37	$ (0.09)	$ 2.94	$ 1.27
Diluted	$ 1.26	$ (0.09)	$ 2.68	$ 1.19
Basic weighted average common shares	1,098,000	1,060,033	1,087,385	1,055,893
Diluted weighted average common shares	1,194,880	1,060,033	1,189,069	1,126,631

XML

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) - USD ($)	Total	Common Stock	Treasury Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)
Balance, shares at Dec. 31, 2019		1,054,516
Balance, amount at Dec. 31, 2019	$ 3,342,000	$ 12,000	$ (1,619,000)	$ 32,055,000	$ (27,106,000)
Fair value of common stock issued for services, shares		417
Fair value of common stock issued for services, amount	26,000	$ 0	0	26,000	0
Repurchase of common stock, shares		(11,900)
Repurchase of common stock, amount	(171,000)	$ 0	(171,000)	0	0
Exercise of stock options, shares		17,000
Exercise of stock options, amount	71,000	$ 0	0	71,000	0
Stock-based compensation, amount	24,000	0	0	24,000	0
Net income	1,336,000	$ 0	0	0	1,336,000
Balance, shares at Jun. 30, 2020		1,060,033
Balance, amount at Jun. 30, 2020	4,628,000	$ 12,000	(1,790,000)	32,176,000	(25,770,000)
Balance, shares at Mar. 31, 2020		1,060,033
Balance, amount at Mar. 31, 2020	4,698,000	$ 12,000	(1,790,000)	32,154,000	(25,678,000)
Fair value of common stock issued for services, amount	10,000		0	10,000	0
Repurchase of common stock, amount	0	0	0	0	0
Stock-based compensation, amount	12,000	0	0	12,000	0
Net income	(92,000)	0	0	0	(92,000)
Exercise of stock options	0	$ 0	0	0	0
Balance, shares at Jun. 30, 2020		1,060,033
Balance, amount at Jun. 30, 2020	4,628,000	$ 12,000	(1,790,000)	32,176,000	(25,770,000)
Balance, shares at Dec. 31, 2020		1,060,818
Balance, amount at Dec. 31, 2020	12,034,000	$ 12,000	(1,790,000)	32,204,000	(18,392,000)
Repurchase of common stock, shares		(9,023)
Repurchase of common stock, amount	(260,000)	$ 0	(260,000)	0	0
Exercise of stock options, shares		3,895
Exercise of stock options, amount	54,000	$ 0	0	54,000	0
Stock-based compensation, amount	238,000	$ 0	0	238,000
Net income	3,192,000			0	3,192,000
Stock-based compensation, shares		50,000
Repurchase of options	(184,000)	$ 0	0	(184,000)
Balance, shares at Jun. 30, 2021		1,105,690
Balance, amount at Jun. 30, 2021	15,074,000	$ 12,000	(2,050,000)	32,312,000	(15,200,000)
Balance, shares at Mar. 31, 2021		1,090,818
Balance, amount at Mar. 31, 2021	13,849,000	$ 12,000	(1,790,000)	32,335,000	(16,708,000)
Repurchase of common stock, shares		(9,023)
Repurchase of common stock, amount	(260,000)	$ 0	(260,000)	0	0
Exercise of stock options, shares		3,895
Exercise of stock options, amount	54,000	$ 0	0	54,000	0
Stock-based compensation, amount	107,000	0	0	107,000	0
Net income	1,508,000	$ 0	0	0	1,508,000
Stock-based compensation, shares		20,000
Repurchase of options	(184,000)	$ 0	0	(184,000)	0
Balance, shares at Jun. 30, 2021		1,105,690
Balance, amount at Jun. 30, 2021	$ 15,074,000	$ 12,000	$ (2,050,000)	$ 32,312,000	$ (15,200,000)

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 3,192,000	$ 1,336,000
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	23,000	23,000
Right of use asset amortization	24,000	0
Allowance for doubtful accounts	8,000	360,000
Allowance for inventory obsolescence	(27,000)	(55,000)
Fair value of stock and options issued for services	238,000	50,000
Forgiveness of PPP loan	(453,000)	0
Changes in operating assets and liabilities:
Accounts receivable - trade	406,000	643,000
Inventories	(1,358,000)	(414,000)
Deferred tax asset	731,000	0
Prepaid expense	(176,000)	13,000
Income tax receivable	0	(40,000)
Security deposit	0	10,000
Accounts payable	296,000	(375,000)
Lease liability	(24,000)	0
Accrued interest	0	1,000
Accrued liabilities and other liabilities	137,000	31,000
Product returns	(9,000)	20,000
Net cash provided by operating activities	3,008,000	1,603,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Cash paid for acquisition	(529,000)	0
Net cash used in investing activities	(529,000)	0
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	54,000	71,000
Proceeds from PPP loan	0	450,000
Repurchases of common stock	(444,000)	(171,000)
Net cash provided by (used in) financing activities	(390,000)	350,000
CHANGE IN CASH	2,089,000	1,953,000
CASH, BEGINNING OF PERIOD	6,336,000	265,000
CASH, END OF PERIOD	8,425,000	2,218,000
Supplemental disclosure operating activities
Cash paid for interest	0	7,000
Cash paid (refunded) for income taxes	$ (3,000)	$ 0

XML

DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2021

DESCRIPTION OF BUSINESS

NOTE 1 - DESCRIPTION OF BUSINESS

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 following brand names: (i) NDS Nutrition, PMD Sports, SirenLabs, CoreActive, and Metis Nutrition (together, “NDS Products”); and (ii) iSatori, BioGenetic Laboratories, and Energize (together, the "iSatori Products"). The Company distributes the NDS Products principally through franchised General Nutrition Centers, Inc. (“GNC”) stores located both domestically and internationally, and, with the launch of Metis Nutrition, through corporate GNC stores in the United States. The iSatori Products are sold through more than 17,000 retail locations, which include specialty, mass, and online.

FitLife Brands is headquartered in Omaha, Nebraska. For more information on the Company, please go to www.fitlifebrands.com. The Company’s Common Stock, par value $0.01 per share (“Common Stock”), trades under the symbol “FTLF” on the OTCQX market.

Recent Developments

Nutrology Asset Purchase

On April 7, 2021, the Company purchased substantially all of the assets of Triple Impact Corporation, a New Jersey corporation doing business as Nutrology, a nutritional supplement company catering to consumers who prioritize all-natural and plant-based nutritional supplements. See Note 4 for additional detail regarding the acquisition.

Tax Benefits Preservation Plan

On February 26, 2021, the board of directors (the “Board”) of the Company declared a dividend distribution of one right (a “Right”) for each outstanding share of Common Stock to stockholders of record at the close of business on February 26, 2021 (the “Record Date”). Each Right entitles its holder, under the circumstances described below, to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock of the Company, par value $0.01 per share (the “Series B Preferred”), at an exercise price of $100.00 per Right, subject to adjustment. The description and terms of the Rights are set forth in the tax benefits preservation plan (the “Tax Benefits Preservation Plan”), dated as of February 26, 2021, between the Company and Colonial Stock, as rights agent (and any successor rights agent, the “Rights Agent”).

The Company adopted the Tax Benefits Preservation Plan in order to protect shareholder value against a possible limitation on the Company’s ability to use its Net Operating Losses (“NOLs”) and certain other tax benefits to reduce potential future U.S. federal income tax obligations. The NOLs are a valuable asset to the Company, which may inure to the benefit of the Company and its stockholders. However, if the Company experiences an “ownership change,” as defined in Section 382 of the Internal Revenue Code (“IRC”), its ability to fully utilize the NOLs and certain other tax benefits will be substantially limited and the timing of the usage of the NOLs and such other benefits could be substantially delayed, which could significantly impair the value of those assets. Generally, an “ownership change” occurs if the percentage of the Company’s stock owned by one or more of its “five-percent shareholders” (as such term is defined in Section 382 of the IRC) increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholder or stockholders at any time over a three-year period. The Tax Benefits Preservation Plan is intended to prevent against such an “ownership change” by deterring any person or group from acquiring beneficial ownership of 4.99% or more of the Company’s securities.

Share Repurchase Plan

On February 1, 2021, the Board approved an additional amendment to the previously authorized share repurchase program initially approved by the Board of Directors (the "Board") on August 16, 2019, as amended on September 23, 2019 and November 6, 2019 (“Share Repurchase Program”). Under the terms of the amendment, the Company is authorized to repurchase up to $5.0 million of the Company's Common Stock, warrants to purchase shares of the Company's Common Stock ("Warrants"), and other securities issued by the Company ("Securities") over the next 24 months at a purchase price, in the case of Common Stock, equal to the fair market value of the Company's Common Stock on the date of purchase, and in the case of Warrants and Securities, at a purchase price determined by management, with the exact date and amount of such purchases to be determined by management.

During the three months ended June 30, 2021, the Company repurchased 9,023 shares of Common Stock, or approximately 1% of the issued and outstanding shares of the Company under the Share Repurchase Program.  The Company also repurchased and retired 12,710 dilutive in-the-money options from employees for total consideration of $186,000.

Trade date	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced programs		Dollar value of shares that may yet be purchased
First quarter ended March 31, 2021		-	$	-		-	$	3,610,917
Second quarter ended June 30, 2021		9,023	$	28.50		9,023	$	3,169,917
Subtotal		9,023	$	28.50		9,023	$	3,169,917

COVID-19 Pandemic

The COVID-19 pandemic has had an effect on the Company’s employees, business and operations and those of its customers, vendors and business partners. In this respect, the temporary or permanent closure of some of our retail partners’ store locations and the stay-at-home orders that occurred early in the pandemic negatively affected our results from operations, although much of the impact has been offset by an increase in revenue attributable to online sales, and increased sales during the more recent quarters. Our future financial position and operating results could be materially and adversely affected in the event that a resurgence of COVID-19 cases leads to new stay-at-home orders and/or disruptions in both our supply chain and manufacturing lead-times, which could lower demand for the Company’s products and/or prevent the Company from producing and delivering its products in a timely manner, although the extent of these effects cannot be determined at this time. The Company expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments to its business and operations accordingly.

CARES Act

The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted on March 27, 2020 in the United States. On April 27, 2020, the Company received proceeds from a loan in the amount of $449,700 from its lender, CIT Bank, N.A. (the “PPP Lender”), pursuant to approval by the U.S. Small Business Administration (the “SBA”) for the PPP Lender to fund the Company’s request for a loan under the SBA’s Paycheck Protection Program (“PPP Loan”) created as part of the CARES ACT administered by the SBA (the “Loan Agreement”). In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs, covered rent payments, and covered utilities during the eight-week period commencing on the date of loan approval. The PPP Loan was scheduled to mature on April 27, 2022, had a 1.0% interest rate, and was subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The Company was informed by the PPP Lender and the SBA that the full balance of the PPP Loan, including accrued interest, was forgiven on January 15, 2021.

The CARES Act permits employers to defer payment of the employer portion of payroll taxes owed on wages paid through December 31, 2020 for a period of up to two years. Through December 31, 2020, the Company deferred payment of $77,000, which amount has been expensed and is included in accrued liabilities.

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BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2021

BASIS OF PRESENTATION

NOTE 2 - BASIS OF PRESENTATION

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 six-month period ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. Although management of the Company believes the disclosures presented herein are adequate and not misleading, these interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the footnotes thereto included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the Securities and Exchange Commission ("SEC") on March 26, 2021.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”). Significant accounting policies are as follows:

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements.

Use of Estimates

The preparation of financial statements in conformity with 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 expense 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 accounts receivable, inventories, goodwill, revenue, costs and expense and valuations of long-term assets, realization of deferred tax assets and fair value of equity instruments issued for services during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Basic and Diluted Income (loss) Per Share

Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase Common Stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the Common Stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Basic and Diluted Income (Loss) Per Share
	Three months ended June 30,					Six months ended June 30,
	2021		2020			2021		2020
Net income (loss) available to common shareholders	$	1,508,000	$	(92,000	)	$	3,192,000	$	1,336,000
Weighted average common shares - basic		1,098,000		1,060,033			1,087,385		1,055,893
Dilutive effect of outstanding warrants and stock options		96,880		-			101,684		70,738
Weighted average common shares - diluted		1,194,880		1,060,033			1,189,069		1,126,631
Net income (loss) per common share:
Basic	$	1.37	$	(0.09	)	$	2.94	$	1.27
Diluted	$	1.26	$	(0.09	)	$	2.68	$	1.19

Lease

We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 84 months. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets.

Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets and lease liabilities for operating leases of $480,000 and $480,000, respectively. There was no cumulative-effect adjustment to accumulated deficit. See Note 8 for further information regarding the adoption of ASC 842 on the Company’s condensed consolidated financial statements.

Goodwill

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU 2017-04 removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This update also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The Company adopted ASU 2017-04 on January 1, 2020 and applied the requirements prospectively.

While we have concluded that a triggering event did not occur during the three or six months ended June 30, 2021, a worsening of the severity of the COVID-19 pandemic could result in future goodwill impairment charges. We will continue to monitor the effects of the COVID-19 pandemic’s impact on our business, and review for impairment indicators as necessary in the upcoming months.

Customer Concentration

Net sales to GNC during the three-month periods ended June 30, 2021 and 2020 were $5,917,000 and $1,213,000, respectively, representing 73% and 44% of total net revenue, respectively. Net sales to GNC during the six-month periods ended June 30, 2021 and 2020 were $9,993,000 and $5,910,000, respectively, representing 70% and 67% of total net revenue, respectively.

Gross accounts receivable attributable to GNC as of June 30, 2021 and 2020 were $1,315,000 and $1,305,000, respectively, representing 77% and 79% of the Company’s total accounts receivable balance, respectively.

For the three months ended June 30, 2021 and 2020, online sales accounted for 21% and 41% of the Company’s net revenue, respectively. For the six months ended June 30, 2021 and 2020, online sales accounted for 23% and 22% of the Company’s net revenue, respectively.

Revenue Recognition

The Company’s revenue is comprised of sales of nutritional supplements to consumers, primarily through GNC stores.

The Company accounts for revenues in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Under ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products or services to a customer.

All products sold by the Company are distinct individual products and consist of nutritional supplements and related supplies. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

Control of products we sell transfers to customers upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than promised goods to the customer. Payments for sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers.

For direct-to-consumer sales, the Company allows for returns within 30 days of purchase. Our wholesale customers, such as GNC, may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in GNC corporate stores or at any of its distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S. Food and Drug Administration.

A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of returns, the Company determined that less than 5% of products are returned, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

The Company’s revenue recognition, sales, and returns policies and experience for Nutrology are consistent with those of the Company’s other brands.

Income Taxes

During the three months ended June 30, 2021, the Company recorded a federal income tax expense of $403,000 and a state income tax expense of $7,000 During the three months ended June 30, 2020, the Company recorded an income tax benefit and an income tax receivable of $40,000.

During the fourth quarter of fiscal 2020, the Company determined that it is more likely than not that it will be able to utilize the majority of its net operating loss carryforwards. The release of a substantial portion of the reserve against the Company’s deferred tax assets resulted in an income tax benefit of $4,370,000 for 2020, and a corresponding increase in net income of the same amount.

As of June 30, 2021, the Company had federal net operating loss (“NOL”) carryforwards available to offset future taxable income of approximately $18.4 million, resulting in a deferred tax asset of approximately $3.6 million. A valuation allowance of $537,000 has been recorded to reflect the portion of such deferred tax asset that is not expected to be realized under IRS statutory limitations.

The Company accounts for income taxes using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized, or that future deductibility is uncertain.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC are not believed by management to have a material impact on the Company’s present or future financial statements.

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BUSINESS COMBINATION

6 Months Ended

Jun. 30, 2021

BUSINESS COMBINATION

NOTE 4 - BUSINESS COMBINATION

NOTE 4 – BUSINESS COMBINATION

On April 7, 2021, the Company closed on the purchase of substantially all of the assets of Triple Impact Nutrition (the “Acquisition”), a New Jersey corporation doing business as Nutrology, a nutritional supplement company catering to consumers who prioritize all-natural and plant-based nutritional supplements. Under the terms of the Asset Purchase Agreement (the “APA”), the Company agreed to pay cash consideration of $500,000, subject to certain working capital adjustments set forth in the APA. Total consideration paid, including the effects of the working capital adjustment, was $529,000.

The Acquisition was accounted for as a business combination under the acquisition method of accounting. The purchase price of $529,000 was allocated to the tangible and intangible assets acquired based on their fair values on the acquisition date of April 7, 2021. The Company assumed no liabilities as part of the Acquisition, and no employees of Nutrology became employees of the Company. The excess of the purchase price over the net assets acquired is recorded as goodwill.  The goodwill is attributable to synergies from leveraging Nutrology’s strong all-natural and plant-based nutritional supplements, customer relationships and website domain name to enter into new sales with consumers for future growth and expansion. The Company incurred transaction costs of approximately $49,000 related to the Acquisition, of which $30,000 was expensed as incurred during the second quarter of 2021 as part of general and administrative expenses on the Consolidated Statement of Operations. The remaining $19,000 of transaction costs will be expensed as incurred during the third quarter of 2021.

Included in the Company’s Consolidated Statement of Operations from the acquisition date of April 7, 2021 for the period ended June 30, 2021 are revenue of $189,000 and gross profit of $85,000.

Below is a summary of the preliminary fair value of assets assumed as of the date of acquisition.

Assets Acquired:	Fair Value
Accounts receivable	$	48,000
Inventory		126,000
Intangibles		222,000
Goodwill		133,000
Fair value of assets acquired and consideration transferred	$	529,000

The preliminary fair values of acquired assets assumed represent management’s estimate of fair value utilizing a third-party appraiser and are subject to change if additional information becomes available.  Goodwill will not be amortized but instead will be tested for impairment at least annually (or more frequently if indicators of impairment arise).  In the event management determines that the goodwill has become impaired, the Company will incur an accounting charge for the amount of the impairment during the fiscal quarter in which the determination is made.  Goodwill is deductible for tax purposes.

Our preliminary estimate of intangible assets related to the Acquisition consists of non-contractual customer relationships, trademarks, formulations, and a website domain name.  The value of the customer relationships was determined using the income approach, trademarks and formulations was determine using the relief from royalty method, and the website domain name was based on the replacement method cost approach.  All methods are considered Level 3 fair value measurements.

Intangible assets are amortized on a straight-line basis over their estimated useful lives.  The following table sets forth the components of the identifiable intangible assets acquired and their estimated useful lives as of the date of acquisition.

	Fair Value		Useful Life
Client relationships	$	80,000	4 years
Formulations		70,000	4 years
Trademarks		60,000	Indefinite
Website		12,000	3 years
Total identifiable assets	$	222,000

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FAIR VALUE

6 Months Ended

Jun. 30, 2021

FAIR VALUE

NOTE 5 - FAIR VALUE

NOTE 5: FAIR VALUE

The Company utilizes fair value measurements to record fair value adjustments to certain financial assets and to determine fair value disclosures.

Fair Value Measurements and Disclosure (Topic 820) of the FASB establishes a fair value hierarchy that requires the use of observable market data, when available, and prioritizes the inputs to valuation techniques used to measure fair value in the following categories:

· Level 1 - Quoted unadjusted prices for identical instruments in active markets.

· Level 2 - Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all observable inputs and significant value drivers are observable in active markets.

· Level 3 - Model-derived valuations in which one or more significant inputs or significant value drivers are unobservable, including assumptions developed by the Company.

Some of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate fair value due to their short-term nature. Such financial assets and financial liabilities include cash, accounts receivable, certain other current assets, accounts payable and accrued expense and other liabilities. The Company does not hold or issue financial instruments for trading purposes.

The Company’s non-financial assets which include goodwill, intangible assets, long-lived assets are not required to be measured at fair value on a recurring basis. The estimation of fair value for these assets and liabilities requires the use of significant unobservable inputs, and as a result, the Company classifies these assets and liabilities as Level 3 within the fair value hierarchy. During the three and six months ended June 30, 2021, the assets acquired in the business combination, including accounts receivable, inventory, and intangible assets, were measured at fair value on the date of the acquisition. The Company does not have any material financial liabilities that were required to be measured at fair value on a recurring basis at June 30, 2021.

The fair values of the material non-financial assets acquired have been calculated using the following valuation techniques (Level 3 of fair value hierarchy):

Assets acquired	Valuation technique and Significant Assumptions
Customer relationships Trademarks and Formulations	Income approach – multi-period excess earnings model (“MPEEM”): A 17% customer attrition rate was utilized in the valuation of the customer relationships based on management’s estimation of an average customer life of 6 years. Management considered knowledge of the customer base, actual historical ages of customers, and repurchase history in deriving the 6-year life assumption as utilized in assessing the value of the customer relationships. A discount rate of 29.6% was used for the present value of the future cash flows based on 2020 revenue from existing customers. Income approach – relief from royalty method: Royalty rates of 2.15% and 4.5% were selected based on licensing transactions for similar assets that reflects the median of the comparable transactions given the average customer awareness, industry segment, and similar operations to comparable companies and the present value of net cash flows expected to be generated by the assets, excluding any cash flows related to contributory assets.
Website	Cost approach – replacement method: Re-creation costs for the website are based on estimates of hours required to pay an external party for website development.

The Company exercised significant judgments in the accounting for the business combination. The most significant judgments related to the determination of fair values of intangible assets and their estimated useful lives. In determining of the fair values of the intangible assets management made assumptions on the timing and the amounts of the Company’s future cash flows, applicable growth rates and discount factors.  There were no additional fair value measurements of these assets during the first half of 2021. 

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INVENTORIES

6 Months Ended

Jun. 30, 2021

INVENTORIES

NOTE 6 - INVENTORIES

NOTE 6 – INVENTORIES

The Company’s inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“FIFO”) method. The Company evaluates the need to record adjustments for inventory on a regular basis. Company policy is to evaluate all inventories including components and finished goods for all of its product offerings across all of the Company’s operating subsidiaries.

Total allowance for expiring, excess and slow-moving inventory items as of June 30, 2021 and December 31, 2020 amounted to $28,000 and $56,000, respectively. The Company’s inventories as of June 30, 2021 and December 31, 2020 were as follows:

	June 30,			December 31,
	2021			2020
	(unaudited)
Finished goods	$	4,245,000		$	2,789,000
Components		617,000			668,000
Allowance for obsolescence		(28,000	)		(56,000	)
Total	$	4,834,000		$	3,401,000

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PROPERTY AND EQUIPMENT

6 Months Ended

Jun. 30, 2021

PROPERTY AND EQUIPMENT

NOTE 7 - PROPERTY AND EQUIPMENT

NOTE 7 - PROPERTY AND EQUIPMENT

The Company’s fixed assets as of June 30, 2021 and December 31, 2020 were as follows:

	June 30,			December 31,
	2021			2020
	(unaudited)
Property and equipment	$	902,000		$	902,000
Accumulated depreciation		(817,000	)		(804,000	)
Property and equipment, net	$	85,000		$	98,000

Depreciation expense for the three months ended June 30, 2021 and 2020 was $5,000 and $10,000, respectively. Depreciation expense for the six months ended June 30, 2021 and 2020 was $13,000 and $23,000, respectively.

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NOTES PAYABLE

6 Months Ended

Jun. 30, 2021

NOTES PAYABLE

NOTE 8 - NOTES PAYABLE

NOTE 8 – NOTES PAYABLE

Line of Credit – CIT Bank

On September 24, 2019, the Company entered into a Revolving Line of Credit Agreement (the “Line of Credit Agreement”) with Mutual of Omaha Bank, (the “Lender”), subsequently acquired by CIT Bank N.A., providing the Company with a $2.5 million line of credit (the “Line of Credit”). The Line of Credit allows the Company to request advances thereunder and to use the proceeds of such advances for working capital purposes until the Maturity Date, unless renewed at maturity upon approval by the Company’s Board of Directors and the Lender. The Line of Credit is secured by all assets of the Company.

Advances drawn under the Line of Credit bear interest at an annual rate of the one-month LIBOR rate plus 2.75%, and each advance will be payable on the Maturity Date with the interest on outstanding advances payable monthly. The Company may, at its option, prepay any borrowings under the Line of Credit, in whole or in part at any time prior to the Maturity Date, without premium or penalty.

On March 20, 2020, the Lender advanced the Company $2.5 million under the Line of Credit, which amount was repaid on April 29, 2020. The advance was intended to provide the Company with additional liquidity given the uncertainty regarding the timing of collection of certain accounts receivable and in anticipation of an expected negative impact on sales to GNC and our other wholesale customers resulting from the COVID-19 outbreak.

Subsequent to the end of the quarter, on August 4, 2021, the Company and the Lender amended the Line of Credit Agreement to extend the Maturity Date to September 23, 2022. All other terms of the Line of Credit Agreement remain unchanged.

Paycheck Protection Program Loan

On April 27, 2020, the Company received proceeds from a loan in the amount of $449,700 from the PPP Lender, pursuant to approval by the SBA for the PPP Lender to fund the Company’s request for the PPP Loan created as part of the recently enacted CARES Act administered by the SBA. In accordance with the requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs, covered rent payments, and covered utilities during the eight-week period commencing on the date of loan approval. The PPP Loan was scheduled to mature on April 27, 2022, had a 1.0% interest rate, and was subject to the terms and conditions applicable to all loans made pursuant to the Paycheck Protection Program as administered by the SBA under the CARES Act. The Company was informed by the PPP Lender and the SBA that the full balance of the PPP Loan, including accrued interest, was forgiven on January 15, 2021.

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RIGHT OF USE ASSETS AND LIABILITIES

6 Months Ended

Jun. 30, 2021

RIGHT OF USE ASSETS AND LIABILITIES

NOTE 9 - RIGHT OF USE ASSETS AND LIABILITIES

NOTE 9 - RIGHT OF USE ASSETS AND LIABILITIES

In prior years, the Company entered into several non-cancellable leases for its office facilities and equipment. The lease agreements range from 36 months to 84 months and require monthly payments ranging between $200 and $7,000 through October 2024. On January 1, 2019, the Company adopted Topic 842, Leases which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. The Company classified the leases as operating leases and determined that the fair value of the lease assets and liability at the inception of the leases was $480,000 using a discount rate of 9%.

During the six months ended June 30, 2021, the Company made payments resulting in a $24,000 reduction in the lease liability. As of June 30, 2021, lease liability amounted to $184,000. Topic 842 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Rent expense, including real estate taxes, for the three months ended June 30, 2021 was $41,000. The right-of-use asset at June 30, 2021 was $183,000, net of amortization of $296,000.

	Six months ended
Lease Cost	June 30, 2021
Operating lease cost (included in general and administrative in the Company's unaudited and consolidated statement of operations)	$	41,000
Other information
Cash paid for amounts included in the measurement of lease liabilities for the third quarter of 2021	$	0
Weighted average remaining lease term - operating leases (in years)		3.3
Average discount rate - operating leases		9	%

The supplemental balance sheet information related to leases for the period is as follows:

Operating leases	At June 30, 2021
Long-term right-of-use assets	$	183,000
Short-term operating lease liabilities	$	53,000
Long-term operating lease liabilities		131,000
Total operating lease liabilities	$	184,000

Maturities of the Company's lease liabilities are as follows (in thousands):

Year ending	Operating leases
2021 (remaining 6 months)	$	33,000
2022		67,000
2023		61,000
2024		51,000
Less: Imputed interest/present value discount		(28,000	)
Present value of lease liabilities	$	184,000

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EQUITY

6 Months Ended

Jun. 30, 2021

EQUITY

NOTE 10 - EQUITY

NOTE 10 - EQUITY

Common Stock

a. Common Stock Issued for Services

The Company is authorized to issue 15.0 million shares of Common Stock of which 1,105,690 shares of Common Stock were issued and outstanding as of June 30, 2021.

In July 2018, in connection with the appointment of Mr. Dayton Judd as Chief Executive Officer, the Company granted Mr. Judd an aggregate of 45,000 shares of restricted Common Stock, which include vesting conditions subject to the achievement of certain market prices of the Company’s Common Stock. Such shares are also subject to forfeiture in the event Mr. Judd resigns from his position or is terminated by the Company. As the vesting of the 45,000 shares of restricted Common Stock is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value to be $105,000, computed using Monte Carlo simulations on a binomial model with the assistance of a valuation specialist using a derived service period of nine years. During the six months ended June 30, 2021, the Company recorded compensation expense of $3,000 to amortize the fair value of these shares of restricted Common Stock based upon the prorated derived service period. As of June 30, 2021, there was no unearned compensation to be amortized as a compensation cost associated with the grant of these shares.

In February 2021, the Company granted Mr. Judd an aggregate of 40,000 restricted share units (“RSUs”). Each RSU converts into one share of the Company’s Common Stock upon vesting. The RSUs vest as follows: (1) 10,000 shares at such date that the 30-day volume-weighted average price of Common Stock meets or exceeds $30, (ii) 10,000 shares at such date that the 30-day volume-weighted average price of Common Stock meets or exceeds $36, (iii) 10,000 shares at such date that the 30-day volume-weighted average price of Common Stock meets or exceeds $42, and (iv) 10,000 shares at such date that the 30-day volume-weighted average price of Common Stock meets or exceeds $48. The RSUs are subject to forfeiture in the event Mr. Judd resigns from his position or is terminated by the Company. As the vesting of the RSUs is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value to be $666,000, computed using Monte Carlo simulations on a binomial model with the assistance of a valuation specialist. During the quarter ended June 30, 2021, the Company expensed $95,000 as a compensation cost. As of June 30, 2021, there was $508,000 of unamortized compensation expense associated with the grant of the RSUs.

b. Share Repurchase Program

On August 16, 2019, the Company's Board authorized management to repurchase up to $500,000 of the Company's Common Stock over the next 24 months, which Share Repurchase Program was previously reported on the Company's Current Report on Form 8-K filed August 20, 2019. On September 23, 2019, the Board approved an amendment to the Company’s Share Repurchase Program to increase the repurchase of up to $1,000,000 of the Company's Common Stock, its Series A Preferred, and Warrants, over the next 24 months, at a purchase price, in the case of Common Stock, equal to the fair market value of the Company's Common Stock on the date of purchase, and in the case of Series A Preferred and Warrants, at a purchase price determined by management, with the exact date and amount of such purchases to be determined by management. On November 6, 2019, the Company’s Board of Directors amended the previously approved Share Repurchase Program to increase the amount of authorized repurchases to $2.5 million, and on February 1, 2021, the Company’s Board of Directors amended previously approved Share Repurchase Program to increase the amount of authorized repurchases to purchase up to $5.0 million. All other terms of the Share Repurchase Program remain unchanged.

During the six-month period ended June 30, 2021, the Company repurchased 9,023 shares of Common Stock. The Company is accounting for repurchased shares as treasury stock. The Company also repurchased and retired 12,710 dilutive in-the-money options from employees for total consideration of $186,000.

Options

Information regarding options outstanding as of June 30, 2021 is as follows:

	Number of			Weighted Average Exercise		Weighted Average Remaining Life
	Options			Price		(Years)
Outstanding, December 31, 2019		149,285		$	11.76		5.0
Issued		-			-
Exercised		(17,000	)		4.20
Forfeited		(36,500	)		19.46
Outstanding, December 31, 2020		95,785		$	10.17		5.8
Issued		32,000			20.13
Exercised		(4,000	)		13.90
Forfeited		(3,000	)		13.90
Repurchased		(12,710	)		13.90
Outstanding, June 30, 2021		108,075		$	12.44		6.8

Outstanding								Exercisable
	Exercise Price Per share	Total Number of Options		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Number of Vested Options		Weighted Average Exercise Price
$	2.80-23.00		102,500		7.0	$	8.21		78,500	$	4.57
$	23.10-144.34		5,575		2.3	$	90.20		5,575	$	90.20
			108,075		6.8	$	12.44		84,075	$	10.25

During the six-month periods ended June 30, 2021 and 2020, the Company recognized compensation expense of $12,000 and $24,000, respectively, to account for the fair value of stock options that vested during the period.

Total intrinsic value of outstanding stock options as of June 30, 2021 amounted to $3,161,000. As of June 30, 2021 there is $104,000 of unamortized compensation expense.

Warrants

Total outstanding warrants to purchase shares of Company Common Stock as of June 30, 2021 and December 31, 2020 amounted to 35,870 shares. Total intrinsic value as of June 30, 2021 amounted to $1,234,000.

During the period ended June 30, 2021, no warrants were granted and no warrants expired unexercised.

Outstanding		Exercise Price		Issuance Date	Expiration Date	Vesting
	35,870	$	4.60	11/13/18	11/13/23	Yes

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COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2021

COMMITMENTS AND CONTINGENCIES

NOTE 11 - COMMITMENTS AND CONTINGENCIES

NOTE 11 – COMMITMENTS AND CONTINGENCIES

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. 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.

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SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2021

SUBSEQUENT EVENTS

NOTE 12 - SUBSEQUENT EVENTS

NOTE 12 – SUBSEQUENT EVENTS

Subsequent to the end of the quarter, on August 4, 2021, the Company amended its Line of Credit Agreement to extend the Maturity Date to September 23, 2022. All other terms of the Line of Credit Agreement remain unchanged.

In accordance with the Subsequent Events Topic of the FASB ASC 855, we have evaluated subsequent events through the filing date and noted no further subsequent events that are reasonably likely to impact the Company’s financial statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements.

Use of Estimates

The preparation of financial statements in conformity with 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 expense 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 accounts receivable, inventories, goodwill, revenue, costs and expense and valuations of long-term assets, realization of deferred tax assets and fair value of equity instruments issued for services during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Basic and Diluted Income (Loss) Per Share

Our computation of earnings per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) available to common stockholders divided by the weighted average common shares outstanding for the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method, that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock or resulted in the issuance of Common Stock that then shared in the income (loss) of the Company as if they had been converted at the beginning of the periods presented, or issuance date, if later. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase Common Stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the Common Stock during the period exceeds the exercise price of the options and warrants. Potential common shares that have an antidilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Basic and Diluted Income (Loss) Per Share
	Three months ended June 30,					Six months ended June 30,
	2021		2020			2021		2020
Net income (loss) available to common shareholders	$	1,508,000	$	(92,000	)	$	3,192,000	$	1,336,000
Weighted average common shares - basic		1,098,000		1,060,033			1,087,385		1,055,893
Dilutive effect of outstanding warrants and stock options		96,880		-			101,684		70,738
Weighted average common shares - diluted		1,194,880		1,060,033			1,189,069		1,126,631
Net income (loss) per common share:
Basic	$	1.37	$	(0.09	)	$	2.94	$	1.27
Diluted	$	1.26	$	(0.09	)	$	2.68	$	1.19

Lease

We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 84 months. We determine if an arrangement is a lease at inception. Lease assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our consolidated balance sheets.

Prior to January 1, 2019, the Company accounted for leases under ASC 840, Accounting for Leases. Effective January 1, 2019, the Company adopted the guidance of ASC 842, Leases, which requires an entity to recognize a right-of-use asset and a lease liability for virtually all leases. The Company adopted ASC 842 using a modified retrospective approach. As a result, the comparative financial information has not been updated and the required disclosures prior to the date of adoption have not been updated and continue to be reported under the accounting standards in effect for those periods. The adoption of ASC 842 on January 1, 2019 resulted in the recognition of operating lease right-of-use assets and lease liabilities for operating leases of $480,000 and $480,000, respectively. There was no cumulative-effect adjustment to accumulated deficit. See Note 8 for further information regarding the adoption of ASC 842 on the Company’s condensed consolidated financial statements.

Goodwill

In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Accounting for Goodwill Impairment. ASU 2017-04 removes Step 2 of the goodwill impairment test, which required a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This update also eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. The Company adopted ASU 2017-04 on January 1, 2020 and applied the requirements prospectively.

While we have concluded that a triggering event did not occur during the three or six months ended June 30, 2021, a worsening of the severity of the COVID-19 pandemic could result in future goodwill impairment charges. We will continue to monitor the effects of the COVID-19 pandemic’s impact on our business, and review for impairment indicators as necessary in the upcoming months.

Customer Concentration

Net sales to GNC during the three-month periods ended June 30, 2021 and 2020 were $5,917,000 and $1,213,000, respectively, representing 73% and 44% of total net revenue, respectively. Net sales to GNC during the six-month periods ended June 30, 2021 and 2020 were $9,993,000 and $5,910,000, respectively, representing 70% and 67% of total net revenue, respectively.

Gross accounts receivable attributable to GNC as of June 30, 2021 and 2020 were $1,315,000 and $1,305,000, respectively, representing 77% and 79% of the Company’s total accounts receivable balance, respectively.

For the three months ended June 30, 2021 and 2020, online sales accounted for 21% and 41% of the Company’s net revenue, respectively. For the six months ended June 30, 2021 and 2020, online sales accounted for 23% and 22% of the Company’s net revenue, respectively.

Revenue Recognition

The Company’s revenue is comprised of sales of nutritional supplements to consumers, primarily through GNC stores.

The Company accounts for revenues in accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers. The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (1) identifying the contract(s) or agreement(s) with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. Under ASC 606, revenue is recognized when performance obligations under the terms of a contract are satisfied, which occurs for the Company upon shipment or delivery of products or services to our customers based on written sales terms, which is also when control is transferred. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring the products or services to a customer.

All products sold by the Company are distinct individual products and consist of nutritional supplements and related supplies. The products are offered for sale solely as finished goods, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

Control of products we sell transfers to customers upon shipment from our facilities, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than promised goods to the customer. Payments for sales are generally made by check, credit card, or wire transfer. Historically the Company has not experienced any significant payment delays from customers.

For direct-to-consumer sales, the Company allows for returns within 30 days of purchase. Our wholesale customers, such as GNC, may return purchased products to the Company under certain circumstances, which include expired or soon-to-be-expired products located in GNC corporate stores or at any of its distribution centers, and products that are subject to a recall or that contain an ingredient or ingredients that are subject to a recall by the U.S. Food and Drug Administration.

A right of return does not represent a separate performance obligation, but because customers are allowed to return products, the consideration to which the Company expects to be entitled is variable. Upon evaluation of returns, the Company determined that less than 5% of products are returned, and therefore believes it is probable that such returns will not cause a significant reversal of revenue in the future. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

The Company’s revenue recognition, sales, and returns policies and experience for Nutrology are consistent with those of the Company’s other brands.

Income Taxes

During the three months ended June 30, 2021, the Company recorded a federal income tax expense of $403,000 and a state income tax expense of $7,000 During the three months ended June 30, 2020, the Company recorded an income tax benefit and an income tax receivable of $40,000.

During the fourth quarter of fiscal 2020, the Company determined that it is more likely than not that it will be able to utilize the majority of its net operating loss carryforwards. The release of a substantial portion of the reserve against the Company’s deferred tax assets resulted in an income tax benefit of $4,370,000 for 2020, and a corresponding increase in net income of the same amount.

As of June 30, 2021, the Company had federal net operating loss (“NOL”) carryforwards available to offset future taxable income of approximately $18.4 million, resulting in a deferred tax asset of approximately $3.6 million. A valuation allowance of $537,000 has been recorded to reflect the portion of such deferred tax asset that is not expected to be realized under IRS statutory limitations.

The Company accounts for income taxes using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized, or that future deductibility is uncertain.

Recent Accounting Pronouncements

Recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC are not believed by management to have a material impact on the Company’s present or future financial statements.

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DESCRIPTION OF BUSINESS (Tables)

6 Months Ended

Jun. 30, 2021

DESCRIPTION OF BUSINESS

Shares repurchased

Trade date	Total number of shares purchased		Average price paid per share		Total number of shares purchased as part of publicly announced programs		Dollar value of shares that may yet be purchased
First quarter ended March 31, 2021		-	$	-		-	$	3,610,917
Second quarter ended June 30, 2021		9,023	$	28.50		9,023	$	3,169,917
Subtotal		9,023	$	28.50		9,023	$	3,169,917

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Table)

6 Months Ended

Jun. 30, 2021

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Earnings per share

Basic and Diluted Income (Loss) Per Share
	Three months ended June 30,					Six months ended June 30,
	2021		2020			2021		2020
Net income (loss) available to common shareholders	$	1,508,000	$	(92,000	)	$	3,192,000	$	1,336,000
Weighted average common shares - basic		1,098,000		1,060,033			1,087,385		1,055,893
Dilutive effect of outstanding warrants and stock options		96,880		-			101,684		70,738
Weighted average common shares - diluted		1,194,880		1,060,033			1,189,069		1,126,631
Net income (loss) per common share:
Basic	$	1.37	$	(0.09	)	$	2.94	$	1.27
Diluted	$	1.26	$	(0.09	)	$	2.68	$	1.19

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BUSINESS COMBINATION (Tables)

6 Months Ended

Jun. 30, 2021

BUSINESS COMBINATION

Schedule of fair value of net assets

Assets Acquired:	Fair Value
Accounts receivable	$	48,000
Inventory		126,000
Intangibles		222,000
Goodwill		133,000
Fair value of assets acquired and consideration transferred	$	529,000

Schedule of estimated useful life of asset

	Fair Value		Useful Life
Client relationships	$	80,000	4 years
Formulations		70,000	4 years
Trademarks		60,000	Indefinite
Website		12,000	3 years
Total identifiable assets	$	222,000

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INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2021

INVENTORIES

Inventories

	June 30,			December 31,
	2021			2020
	(unaudited)
Finished goods	$	4,245,000		$	2,789,000
Components		617,000			668,000
Allowance for obsolescence		(28,000	)		(56,000	)
Total	$	4,834,000		$	3,401,000

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PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2021

PROPERTY AND EQUIPMENT

Property and equipment

	June 30,			December 31,
	2021			2020
	(unaudited)
Property and equipment	$	902,000		$	902,000
Accumulated depreciation		(817,000	)		(804,000	)
Property and equipment, net	$	85,000		$	98,000

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RIGHT OF USE ASSETS AND LIABILITIES (Tables)

6 Months Ended

Jun. 30, 2021

RIGHT OF USE ASSETS AND LIABILITIES

Lease cost

	Six months ended
Lease Cost	June 30, 2021
Operating lease cost (included in general and administrative in the Company's unaudited and consolidated statement of operations)	$	41,000
Other information
Cash paid for amounts included in the measurement of lease liabilities for the third quarter of 2021	$	0
Weighted average remaining lease term - operating leases (in years)		3.3
Average discount rate - operating leases		9	%

Lease liabilities

Operating leases	At June 30, 2021
Long-term right-of-use assets	$	183,000
Short-term operating lease liabilities	$	53,000
Long-term operating lease liabilities		131,000
Total operating lease liabilities	$	184,000

Maturities of the Company's lease liabilities

Year ending	Operating leases
2021 (remaining 6 months)	$	33,000
2022		67,000
2023		61,000
2024		51,000
Less: Imputed interest/present value discount		(28,000	)
Present value of lease liabilities	$	184,000

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EQUITY (Tables)

6 Months Ended

Jun. 30, 2021

EQUITY

Schedule of total outstanding warrants

Outstanding		Exercise Price		Issuance Date	Expiration Date	Vesting
	35,870	$	4.60	11/13/18	11/13/23	Yes

Stock option activity

	Number of			Weighted Average Exercise		Weighted Average Remaining Life
	Options			Price		(Years)
Outstanding, December 31, 2019		149,285		$	11.76		5.0
Issued		-			-
Exercised		(17,000	)		4.20
Forfeited		(36,500	)		19.46
Outstanding, December 31, 2020		95,785		$	10.17		5.8
Issued		32,000			20.13
Exercised		(4,000	)		13.90
Forfeited		(3,000	)		13.90
Repurchased		(12,710	)		13.90
Outstanding, June 30, 2021		108,075		$	12.44		6.8

Options issued and outstanding

Outstanding								Exercisable
	Exercise Price Per share	Total Number of Options		Weighted Average Remaining Life (Years)		Weighted Average Exercise Price		Number of Vested Options		Weighted Average Exercise Price
$	2.80-23.00		102,500		7.0	$	8.21		78,500	$	4.57
$	23.10-144.34		5,575		2.3	$	90.20		5,575	$	90.20
			108,075		6.8	$	12.44		84,075	$	10.25

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DESCRIPTION OF BUSINESS (Details) - USD ($)	3 Months Ended	6 Months Ended
	Mar. 31, 2021	Jun. 30, 2021
Total number of shares purchased		9,023
Average price paid per share	$ 0	$ 28.50
Total number of shares purchased as part of publicly announced program		9,023
Dollar value of shares that may yet be purchased under the program	$ 3,610,917	$ 3,169,917
Subtotal [Member]
Total number of shares purchased		9,023
Average price paid per share		$ 28.50
Total number of shares purchased as part of publicly announced program		9,023
Dollar value of shares that may yet be purchased under the program		$ 3,169,917

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DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended
	Apr. 27, 2020	Jun. 30, 2021	Dec. 31, 2020	Feb. 26, 2021	Feb. 01, 2021	Sep. 23, 2019	Aug. 16, 2019
Total number of shares purchased		9,023
Preferred stock, par value per share		$ 0.01	$ 0.01
Employees [Member]
Consideration value		$ 2,186,000
Treasury stock		12,710
Series B Junior Participating Preferred Stock [Member]
Preferred stock, par value per share				$ 0.01
Exercise price				$ 100.00
Share Repurchase Program [Member]
Total number of shares purchased		9,023
Share Repurchase Program [Member] | Maximum [Member]
Stock Repurchase Program, Authorized Amount					$ 5,000,000.0	$ 1,000,000	$ 500,000
Paycheck Protection Program Loan
Proceeds from loan	$ 449,700
Debt instrument interest rate	1.00%
Deferred accrued liabilities			$ 77,000
Debt instrument maturity date, descriptions		April 27, 2022

XML

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Net income	$ 1,508,000	$ (92,000)	$ 3,192,000	$ 1,336,000
Weighted average common shares - basic	1,098,000	1,060,033	1,087,385	1,055,893
Dilutive effect of outstanding warrants and stock options	96,880		101,684	70,738
Weighted average Shares - diluted	1,194,880	1,060,033	1,189,069	1,126,631
Net income (loss) per common share:
Basic	$ 1.37	$ (0.09)	$ 2.94	$ 1.27
Diluted	$ 1.26	$ (0.09)	$ 2.68	$ 1.19

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Dec. 31, 2020
Federal net operating loss	$ 18,400,000		$ 18,400,000
Valuation allowance	537,000		537,000
Federal net operating loss carryforward	3,600,000		3,600,000
Deferred tax asset	3,639,000		3,639,000		$ 4,370,000
Income tax receivable	40,000		40,000		$ 40,000
Federal income tax expense	403,000
State income tax expense	7,000
Operating lease right-of-use assets			480,000
Lease liabilities for operating leases			480,000
Total sales revenue	8,141,000	$ 2,740,000	$ 14,299,000	$ 8,891,000
Minimum [Member]
Lease term			36 years
Maximum [Member]
Lease term			84 years
GNC | Sales Revenue Net
Total sales revenue	$ 5,917,000	$ 1,213,000	$ 9,993,000	$ 5,910,000
Concentration risk	73.00%	44.00%	70.00%	67.00%
GNC | Receivable
Concentration risk	77.00%	79.00%
Accounts receivable	$ 1,315,000	$ 1,305,000	$ 1,315,000	$ 1,305,000
Online Sales | Sales Revenue Net
Concentration risk	21.00%	41.00%	23.00%	22.00%

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BUSINESS COMBINATION (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
Assets Acquired:
Inventory	$ 4,834,000	$ 3,401,000
Intangibles	212,000	0
Goodwill	358,000	$ 225,000
Client relationships [Member]
Assets Acquired:
Accounts receivable	48,000
Inventory	126,000
Intangibles	222,000
Goodwill	133,000
Fair value of assets acquired and consideration transferred	$ 529,000

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BUSINESS COMBINATION (Details 1)	6 Months Ended
	Jun. 30, 2021 USD ($)
Client relationships [Member]
Fair value of assets acquired	$ 80,000
Estimated useful life of intangible assets	4 years
Formulations [Member]
Fair value of assets acquired	$ 70,000
Estimated useful life of intangible assets	4 years
Trademark [Member]
Fair value of assets acquired	$ 60,000
Estimated useful life of intangible assets	Indefinite
Website [Member]
Fair value of assets acquired	$ 12,000
Estimated useful life of intangible assets	3 years
Total identifiable assets [Member]
Fair value of assets acquired	$ 222,000

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BUSINESS COMBINATION (Details Narrative) - USD ($)		3 Months Ended		6 Months Ended
	Apr. 07, 2021	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020	Sep. 30, 2021
Revenue		$ 8,141,000	$ 2,740,000	$ 14,299,000	$ 8,891,000
Gross profit		3,561,000	$ 1,319,000	6,638,000	$ 4,056,000
Assets Purchase Agreement [Member]
Cash consideration payable	$ 500,000
Working capital adjustment	529,000
Fair value of tangible and intangible assets acquired	529,000
Transaction cost of business acquisition	$ 49,000	$ 30,000		30,000		$ 19,000
Revenue				189,000
Gross profit				$ 85,000

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INVENTORIES (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
INVENTORIES
Finished goods	$ 4,245,000	$ 2,789,000
Components	617,000	668,000
Allowance for obsolescence	(28,000)	(56,000)
Total	$ 4,834,000	$ 3,401,000

XML

INVENTORIES (Details Narrative) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
INVENTORIES
Allowance for obsolescence	$ 28,000	$ 56,000

XML

PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
PROPERTY AND EQUIPMENT
Property and equipment	$ 902,000	$ 902,000
Accumulated depreciation	(817,000)	(804,000)
Property and equipment, net	$ 85,000	$ 98,000

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PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2021	Jun. 30, 2020	Jun. 30, 2021	Jun. 30, 2020
PROPERTY AND EQUIPMENT
Depreciation and amortization expense	$ 5,000	$ 10,000	$ 13,000	$ 23,000

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NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended			6 Months Ended
	Apr. 27, 2020	Mar. 20, 2020	Sep. 24, 2019	Jun. 30, 2021
Paycheck Protection Program Loan
Proceeds from loan amount	$ 449,700
Debt instrument maturity date				Apr. 27, 2022
Debt instrument interest rate	1.00%
Line of Credit - CIT Bank
Proceeds from Lines of Credit		$ 2,500,000
Line of Credit annual bear interest rate, LIBOR rate percentage			2.75%
Line of credit			$ 2,500,000

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RIGHT OF USE ASSETS AND LIABILITIES (Details)	6 Months Ended
	Jun. 30, 2021 USD ($)
RIGHT OF USE ASSETS AND LIABILITIES
Operating lease cost (included in general and administrative in the Company's unaudited and consolidated statement of operations)	$ 41,000
Cash paid for amounts included in the measurement of lease liabilities for the third quarter of 2021	$ 0
Average discount rate - operating leases	9.00%
Weighted average remaining lease term - operating leases (in years)	3 years 3 months 18 days

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RIGHT OF USE ASSETS AND LIABILITIES (Details 1) - USD ($)	Jun. 30, 2021	Dec. 31, 2020
RIGHT OF USE ASSETS AND LIABILITIES
Long-term right-of-use assets	$ 183,000
Short-term operating lease liabilities	53,000	$ 50,000
Long-term operating lease liabilities	131,000	$ 158,000
Total operating lease liabilities	$ 184,000

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RIGHT OF USE ASSETS AND LIABILITIES (Details 2)	Jun. 30, 2021 USD ($)
RIGHT OF USE ASSETS AND LIABILITIES
2021 (remaining 6 months)	$ 33,000
2022	67,000
2023	61,000
2024	51,000
Less: imputed interest/present value discount	(28,000)
Present value of lease liabilities	$ 184,000

XML

RIGHT OF USE ASSETS AND LIABILITIES (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2021	Jun. 30, 2021	Dec. 31, 2020
Lease liabilities for operating leases		$ 480,000
Payments towards lease liability		24,000
Operating lease right-of-use assets		480,000
Lease liability	$ 184,000	184,000
Rent expense	41,000
Right-of-use asset	$ 183,000	183,000	$ 208,000
Right-of-use asset amortization		$ 296,000
Discount rate		9.00%
Monthly payment, description		require monthly payments ranging between $200 and $7,000 through October 2024
Minimum [Member]
Lease term		36 years
Maximum [Member]
Lease term		84 years

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EQUITY (Details) - $ / shares	6 Months Ended	12 Months Ended
	Jun. 30, 2021	Dec. 31, 2020
EQUITY
Number of options outstanding, beginning balance	95,785	149,285
Number of options issued	32,000
Number of options exercised	(4,000)	(17,000)
Number of options forfeited	(3,000)	(36,500)
Number of options repurchased	(12,710)
Number of options outstanding, ending balance	108,075	95,785
Weighted average exercise price outstanding, beginning	$ 10.17	$ 11.76
Weighted average exercise price issued	20.13	0.00
Weighted average exercise price forfeited	13.90	19.46
Weighted average exercise price exercised	13.90	4.20
Weighted average exercise price repurchased	13.90
Weighted average exercise price outstanding, ending	$ 12.44	$ 10.17
Weighted average remaining life outstanding, beginning	5 years 9 months 18 days	5 years
Weighted average remaining life outstanding, ending balance	6 years 9 months 18 days	5 years 9 months 18 days

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EQUITY (Details 1)	6 Months Ended
	Jun. 30, 2021 $ / shares shares
Number of options outstanding, beginning | shares	108,075
Weighted average remaining contractual life (in years)	6 years 9 months 18 days
Weighted average exercise price outstanding | $ / shares	$ 12.44
Number of vested options | shares	84,075
Weighted average exercise price exercisable | $ / shares	$ 10.25
Stock Option 1
Number of options outstanding, beginning | shares	102,500
Weighted average remaining contractual life (in years)	7 years
Weighted average exercise price outstanding | $ / shares	$ 8.21
Number of vested options | shares	78,500
Weighted average exercise price exercisable | $ / shares	$ 4.57
Exercise price range	2.80-23.00
Stock Option 2
Number of options outstanding, beginning | shares	5,575
Weighted average remaining contractual life (in years)	2 years 3 months 18 days
Weighted average exercise price outstanding | $ / shares	$ 90.20
Number of vested options | shares	5,575
Weighted average exercise price exercisable | $ / shares	$ 90.20
Exercise price range	23.10-144.34

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EQUITY (Details 2)	6 Months Ended
	Jun. 30, 2021 $ / shares shares
EQUITY
Warrants outstanding | shares	35,870
Exercise price | $ / shares	$ 4.60
Issuance date	11/13/18
Expiration date	11/13/23
Vesting	Yes

XML

EQUITY (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	6 Months Ended
	Feb. 28, 2021	Jul. 31, 2018	Jun. 30, 2021	Jun. 30, 2021	Jun. 30, 2020	Feb. 01, 2021	Dec. 31, 2020	Sep. 23, 2019	Aug. 16, 2019
Common stock, issued			1,105,690	1,105,690			1,060,818
Common stock, outstanding			1,105,690	1,105,690			1,060,818
Intrinsic value of outstanding options			$ 3,161,000	$ 3,161,000
Unamortized compensation expense			$ 104,000	104,000
Compensation expense				$ 12,000	$ 24,000
Total number of shares purchased			9,023	9,023
Warrants outstanding			35,870	35,870
Warrant [Member]
Intrinsic value of outstanding options			$ 1,234,000	$ 1,234,000
Warrants outstanding			35,870	35,870			35,870
Share Repurchase Program [Member]
Total number of shares purchased			9,023	9,023
Share Repurchase Program [Member] | Maximum [Member]
Stock Repurchase Program, Authorized Amount						$ 5,000,000.0		$ 1,000,000	$ 500,000
Employees [Member]
Treasury stock				12,710
Consideration value				$ 2,186,000
Chief Executive Officer [Member]
Unamortized compensation expense			$ 508,000	508,000
Compensation expense				$ 3,000
Restricted common stock, granted	40,000	45,000
Fair value of restricted shares granted	$ 666,000	$ 105,000
Restricted common stock, vesting		45,000
Restricted Stock Units (RSUs) 1
Restricted common stock, granted	10,000
Weighted average price of common stock	$ 36
Weighted average period of common stock vested	30 days
Restricted Stock Units (RSUs) 2
Restricted common stock, granted	10,000
Weighted average price of common stock	$ 42
Weighted average period of common stock vested	30 years
Restricted Stock Units (RSUs) 3
Restricted common stock, granted	10,000
Weighted average price of common stock	$ 48
Weighted average period of common stock vested	30 years
Restricted Stock Units (RSUs)
Compensation expense			$ 95,000
Restricted common stock, granted	10,000
Weighted average price of common stock	$ 30
Weighted average period of common stock vested	30 years