☒
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2016
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT
For the transition period from N/A to N/A
|
Nevada
|
|
20-3464383
|
(State or other jurisdiction of incorporation)
|
|
(IRS Employer Identification No.)
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
Non–Accelerated filer
|
☐
|
Small reporting company
|
☒
|
Class
|
|
Outstanding at November 14, 2016
|
Common stock, $0.01 par value
|
|
10,450,965
|
|
|
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20
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20
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20
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(Unaudited)
|
|
September 30,
|
December 31,
|
|
ASSETS:
|
2016
|
2015
|
|
|
|
CURRENT
ASSETS
|
|
|
Cash
|
$1,986,362
|
$1,532,550
|
Accounts
receivable, net
|
4,054,240
|
2,684,567
|
Security
deposits
|
24,956
|
26,077
|
Inventory
|
4,432,975
|
4,790,301
|
Note
receivable, current portion
|
6,532
|
16,517
|
Prepaid
income tax
|
1,000
|
152,000
|
Prepaid
expenses and other current assets
|
189,316
|
334,483
|
Total
current assets
|
10,695,380
|
9,536,494
|
|
|
|
PROPERTY
AND EQUIPMENT, net
|
187,514
|
226,804
|
|
|
|
Note
receivable, net of current portion
|
52,695
|
52,695
|
Deferred
Taxes
|
689,000
|
812,879
|
Intangibles
assets, net
|
6,613,005
|
6,929,505
|
TOTAL ASSETS
|
$18,237,595
|
$17,558,378
|
|
|
|
LIABILITIES
AND STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
CURRENT
LIABILITIES:
|
|
|
Accounts
payable
|
$2,697,100
|
$3,363,906
|
Accrued
expenses and other liabilities
|
633,891
|
1,003,832
|
Litigation
Reserve
|
-
|
95,775
|
Income
tax payable
|
13,000
|
-
|
Line
of credit
|
2,010,305
|
1,490,305
|
Term
loan agreement, current portion
|
539,951
|
525,589
|
Notes
payable
|
42,211
|
54,036
|
Total
current liabilities
|
5,936,457
|
6,533,443
|
|
|
|
LONG-TERM
DEBT, net of current portion
|
507,340
|
914,138
|
|
|
|
TOTAL
LIABILITIES
|
6,443,797
|
7,447,581
|
|
|
|
CONTINGENCIES
AND COMMITMENTS
|
-
|
-
|
|
|
|
STOCKHOLDERS'
EQUITY:
|
|
|
Common
stock, $.01 par value, 150,000,000 shares authorized;
|
|
|
10,413,621 and 10,444,357 issued and
outstanding
|
|
|
as of September 30, 2016 and December 31, 2015,
respectively
|
104,136
|
104,443
|
Subscribed
common stock
|
373
|
97
|
Treasury
stock
|
-
|
(142,228)
|
Additional
paid-in capital
|
30,971,453
|
30,963,122
|
Accumulated
deficit
|
(19,282,165)
|
(20,814,637)
|
Total stockholders' equity
|
$11,793,798
|
$10,110,797
|
|
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY
|
$18,237,595
|
$17,558,378
|
FITLIFE BRANDS, INC.
|
||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND
2015
|
|
(Unaudited)
|
(Unaudited)
|
||
|
Three Months Ended
|
Nine Months Ended
|
||
|
September 30
|
September 30
|
||
|
2016
|
2015
|
2016
|
2015
|
|
|
|
|
|
Revenue
|
$5,340,616
|
$6,270,524
|
$21,615,605
|
$15,139,949
|
Total
|
5,340,616
|
6,270,524
|
21,615,605
|
15,139,949
|
|
|
|
|
|
Cost
of Goods Sold
|
3,353,224
|
3,658,541
|
12,469,081
|
9,015,846
|
Gross
Profit
|
1,987,391
|
2,611,983
|
9,146,523
|
6,124,103
|
|
|
|
|
|
OPERATING
EXPENSES:
|
|
|
|
|
General
and administrative
|
1,131,692
|
854,729
|
3,854,128
|
2,469,866
|
Selling
and marketing
|
1,088,400
|
1,258,537
|
3,138,323
|
2,773,293
|
Depreciation
and amortization
|
125,751
|
55,472
|
376,502
|
166,137
|
Total
operating expenses
|
2,345,844
|
2,168,738
|
7,368,952
|
5,409,296
|
OPERATING
INCOME (LOSS)
|
(358,452)
|
443,245
|
1,777,571
|
714,807
|
|
|
|
|
|
OTHER
(INCOME) AND EXPENSES
|
|
|
|
|
Interest
expense
|
27,415
|
18,745
|
84,016
|
59,273
|
Other
expense (income)
|
(150)
|
-
|
(2,917)
|
-
|
Total
other (income) expense
|
27,266
|
18,745
|
81,099
|
59,273
|
|
|
|
|
|
INCOME
TAXES (BENEFIT)
|
(25,000)
|
41,242
|
164,000
|
71,000
|
|
|
|
|
|
NET
INCOME (LOSS)
|
$(360,718)
|
$383,259
|
$1,532,472
|
$584,535
|
|
|
|
|
|
NET
INCOME (LOSS) PER SHARE:
|
|
|
|
|
Basic
|
$(0.03)
|
$0.05
|
$0.15
|
$0.07
|
|
|
|
|
|
Diluted
|
$(0.03)
|
$0.04
|
$0.13
|
$0.07
|
|
|
|
|
|
Basic
|
10,446,954
|
8,069,900
|
10,413,703
|
8,115,436
|
|
|
|
|
|
Diluted
|
10,446,954
|
8,721,259
|
11,515,169
|
8,728,959
|
FITLIFE BRANDS, INC.
|
||
CONDENSED CONSOLIDATED STATEMENTS OF CASH
FLOWS
|
||
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 AND
2015
|
||
|
|
|
|
(Unaudited)
|
|
|
2016
|
2015
|
|
|
|
Net
income
|
$1,532,472
|
$584,533
|
Adjustments
to reconcile net income to net cash used
in operating activities:
|
|
|
Depreciation
and amortization
|
376,502
|
166,137
|
Capitalization
of select merger costs
|
-
|
(57,507)
|
Common
stock issued (cancelled) for services
|
105,501
|
405,741
|
Warrants
and options issued (cancelled) for services
|
45,028
|
-
|
Gain
on write-up of investment
|
-
|
-
|
Intercompany
transfer
|
-
|
-
|
Changes
in operating assets and liabilities:
|
|
|
Accounts receivable
|
(1,369,673)
|
(3,153,711)
|
Inventory
|
357,326
|
614,659
|
Deferred tax asset
|
123,879
|
-
|
Prepaid income tax
|
151,000
|
-
|
Prepaid expenses
|
145,167
|
(184,250)
|
Note receivable
|
9,985
|
(750,000)
|
Deposits
|
-
|
-
|
Accounts payable
|
(666,806)
|
1,720,559
|
Accrued liabilities
|
(369,941)
|
172,681
|
Litigation reserve
|
(95,775)
|
-
|
Income tax payable
|
13,000
|
(37,000)
|
Net
cash provided by (used in) operating activities
|
357,665
|
(518,158)
|
|
|
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
|
|
Purchase
of property and equipment
|
(21,619)
|
(4,106)
|
Long-term
investment
|
2,027
|
-
|
Repurchases
of common stock
|
-
|
(398,209)
|
Net
cash provided by (used in) investing activities
|
(19,592)
|
(402,316)
|
|
|
|
CASH
FLOWS FROM FINANCING ACTIVITIES:
|
|
|
Proceeds
from draw down on credit line
|
520,000
|
-
|
Payments
for redemption of preferred stock
|
-
|
-
|
Repayments
of note payable
|
(404,261)
|
(378,561)
|
Net
cash provided by (used in) financing activities
|
115,739
|
(378,561)
|
|
|
|
INCREASE
(DECREASE) IN CASH
|
453,811
|
(1,299,035)
|
CASH,
BEGINNING OF PERIOD
|
1,532,550
|
4,353,699
|
CASH,
END OF PERIOD
|
$1,986,362
|
$3,054,663
|
|
|
|
Supplemental disclosure operating activities
|
|
|
|
|
|
Cash
paid for interest
|
$84,016
|
$18,745
|
Asset Category
|
Depreciation/Amortization Period
|
Furniture and fixtures
|
3 Years
|
Office equipment
|
3 Years
|
Leasehold improvements
|
5 Years
|
|
September
30,
2016
|
December
31,
2015
|
Finished
goods
|
$3,698,836
|
$3,381,973
|
Components
|
734,139
|
1,408,328
|
Total
|
$4,432,975
|
$4,790,301
|
|
September
30,
2016
|
December
31,
2015
|
Equipment
|
$827,916
|
$808,324
|
Accumulated
depreciation
|
(640,402)
|
(581,520)
|
Total
|
$187,514
|
$226,804
|
|
September
30,
2016
|
December
31,
2015
|
Revolving line of credit of $3,000,000 from U.S.
Bank, dated April 9, 2009, as amended July 15, 2010, May 25, 2011,
August 22, 2012, April 29, 2013, May 22, 2014, June 25, 2014, May
15, 2015 and August 15, 2016 at an interest rate of 3.0% plus the
one-month LIBOR quoted by U.S. Bank from Reuters Screen
LIBOR. The line of credit matures on June 15, 2017, and is secured by 80% of the
eligible receivables and 50% of the eligible inventory (such
inventory amount not to exceed 50% of the borrowing base) of
FitLife Brands, Inc. The Company pays interest only on this line of
credit.
|
$2,010,305
|
$1,490,305
|
Term
loan of $2,600,000 from U.S. Bank, dated September 4, 2013, at a
fixed interest rate of 3.6%. The term loan amortizes evenly on a
monthly basis and matures August 15, 2018.
|
1,047,291
|
1,439,727
|
Notes
payable for warehouse equipment
|
42,211
|
54,036
|
Total
of notes payable and advances
|
3,099,806
|
2,984,068
|
Less
current portion
|
(2,592,466)
|
(2,069,930)
|
|
|
|
Long-term
portion
|
$507,340
|
$914,138
|
|
September
30,
2016
|
September
30,
2015
|
Income
/ (Losses) available for common shareholders
|
$(360,718)
|
$383,258
|
|
|
|
Basic
weighted average common shares outstanding
|
10,446,954
|
8,069,900
|
Basic
income / (loss) per share
|
$(0.03)
|
$0.05
|
|
|
|
Diluted
weighted average common shares outstanding
|
10,446,954
|
8,721,259
|
Diluted
income / (loss) per share
|
$(0.03)
|
$0.04
|
Outstanding
|
Exercise
Price
|
Issuance
Date
|
Expiration
Date
|
Vesting
|
34,640
|
$0.06
|
04/03/15
|
04/03/25
|
No
|
55,424
|
$0.06
|
09/29/15
|
09/29/25
|
No
|
70,000
|
$0.90
|
04/13/12
|
04/13/17
|
No
|
50,000
|
$0.90
|
01/16/13
|
01/16/18
|
No
|
10,000
|
$1.00
|
03/04/13
|
03/04/18
|
No
|
218,163
|
$1.39
|
05/09/16
|
05/09/21
|
Yes
|
4,330
|
$1.44
|
09/29/15
|
09/29/25
|
No
|
40,000
|
$2.20
|
04/11/14
|
04/11/19
|
No
|
370,000
|
$2.30
|
02/23/15
|
02/23/20
|
No
|
93,503
|
$3.31
|
02/16/12
|
02/16/22
|
No
|
19,424
|
$4.62
|
05/13/15
|
05/13/25
|
Yes
|
4,330
|
$5.49
|
04/08/15
|
04/08/25
|
No
|
1,732
|
$5.81
|
03/05/15
|
03/05/25
|
No
|
33,774
|
$5.89
|
03/23/15
|
03/23/25
|
Yes
|
8,660
|
$12.13
|
09/17/13
|
09/17/23
|
Yes
|
21,650
|
$12.99
|
09/06/12
|
09/05/17
|
No
|
7,038
|
$12.99
|
11/14/12
|
09/27/22
|
No
|
17,320
|
$14.43
|
01/16/13
|
11/30/22
|
No
|
1,059,988
|
|
|
|
|
Outstanding
|
Exercise Price
|
Issuance Date
|
Expiration Date
|
Vesting
|
17,320
|
$12.99
|
10/01/13
|
01/01/18
|
No
|
43,300
|
$12.99
|
07/16/13
|
07/16/18
|
No
|
25,000
|
$3.000
|
11/01/13
|
11/01/16
|
No
|
25,000
|
$2.000
|
11/01/13
|
11/01/16
|
No
|
110,620
|
|
|
|
|
|
September 30,
|
December
31,
|
|
2016
|
2015
|
Current:
|
|
|
Federal
AMT
|
$32,110
|
$-
|
State
|
132,000
|
-
|
|
164,110
|
-
|
Deferred:
|
|
|
Federal
|
$(659,000)
|
$5,074
|
State
|
(13,000)
|
5,510
|
|
(672,000)
|
10,584
|
Change
in valuation allowance
|
672,00
|
(10,584)
|
Provision
(benefit) for income taxes, net
|
$164,110
|
$-
|
|
September
30,
2016
|
December
31,
2015
|
Inventory
|
$20,000
|
$41,401
|
Allowance
for Doubtful Accounts
|
66,000
|
162,849
|
Foreign
tax credits
|
30,000
|
30,086
|
Share
Based Compensation
|
39,000
|
39,485
|
Other
|
-
|
24,100
|
Property
and equipment
|
45,000
|
16,712
|
Net
operating loss carryforwards
|
7,134,000
|
7,666,946
|
Valuation
allowance
|
(6,645,000)
|
(7,168,700)
|
|
|
|
Deferred
income tax asset
|
689,000
|
812,879
|
|
|
|
Deferred
expenses
|
-
|
(71,482)
|
Other
|
-
|
(52,397)
|
|
|
|
Deferred
income tax liability
|
-
|
(123,879)
|
|
|
|
Net
deferred tax asset
|
$689,000
|
$689,000
|
|
|
|
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
|
Registrant
Date: November 14, 2016
|
FitLife Brands, Inc.
By: /s/ John
Wilson
|
|
|
John Wilson
|
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
Registrant
Date: November 14, 2016
|
FitLife Brands, Inc.
By: /s/
Michael Abrams
|
|
|
Michael Abrams
|
|
|
Chief Financial Officer and Director
(Principal Financial Officer)
|
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
Date: November 14, 2016
|
FitLife Brands, Inc.
By: /s/ John
Wilson
|
|
|
John Wilson
|
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
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
Date: November 14, 2016
|
FitLife Brands, Inc.
By: /s/ Michael
Abrams
|
|
|
Michael Abrams
|
|
|
Chief Financial Officer and Director
(Principal Financial Officer)
|
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
|
Registrant
Date: November 14, 2016
|
FitLife Brands, Inc.
By: /s/ John
Wilson
|
|
|
John Wilson
|
|
|
Chief Executive Officer and Director
(Principal Executive Officer)
|
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations
of the Company.
|
Registrant
Date: November 14, 2016
|
FitLife Brands, Inc.
By: /s/ Michael
Abrams
|
|
|
Michael Abrams
|
|
|
Chief Financial Officer and Director
(Principal Financial Officer)
|
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Nov. 04, 2016 |
|
Document And Entity Information | ||
Entity Registrant Name | FITLIFE BRANDS, INC. | |
Entity Central Index Key | 0001374328 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity a Well-known Seasoned Issuer? | No | |
Is Entity a Voluntary Filer? | No | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 10,450,965 | |
Trading Symbol | FTLF | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2016 |
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
STOCKHOLDERS' EQUITY: | ||
Common Stock, Par Value Per Share | $ .01 | $ .01 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 10,413,621 | 10,444,357 |
Common Stock, Shares, Outstanding | 10,413,621 | 10,444,357 |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Income Statement [Abstract] | ||||
Revenue | $ 5,340,616 | $ 6,270,524 | $ 21,615,605 | $ 15,139,949 |
Total | 5,340,616 | 6,270,524 | 21,615,605 | 15,139,949 |
Cost of Goods Sold | 3,353,224 | 3,658,541 | 12,469,081 | 9,015,846 |
Gross Profit | 1,987,391 | 2,611,983 | 9,146,523 | 6,124,103 |
OPERATING EXPENSES: | ||||
General and administrative | 1,131,692 | 854,729 | 3,854,128 | 2,469,866 |
Selling and marketing | 1,088,400 | 1,258,537 | 3,138,323 | 2,773,293 |
Depreciation and amortization | 125,751 | 55,472 | 376,502 | 166,137 |
Total operating expenses | 2,345,844 | 2,168,738 | 7,368,952 | 5,409,296 |
OPERATING INCOME (LOSS) | (358,452) | 443,245 | 1,777,571 | 714,807 |
OTHER (INCOME) AND EXPENSES | ||||
Interest expense | 27,415 | 18,745 | 84,016 | 59,273 |
Other expense (income) | (150) | 0 | (2,917) | 0 |
Total other (income) expense | 27,266 | 18,745 | 81,099 | 59,273 |
INCOME TAXES (BENEFIT) | (25,000) | 41,242 | 164,000 | 71,000 |
NET INCOME (LOSS) | $ (360,718) | $ 383,259 | $ 1,532,472 | $ 584,535 |
NET INCOME (LOSS) PER SHARE: | ||||
Basic | $ (0.03) | $ 0.05 | $ .05 | $ (.03) |
Diluted | $ (0.03) | $ 0.04 | $ .04 | $ (.03) |
Basic | 10,446,954 | 8,069,900 | 10,413,703 | 8,115,436 |
Diluted | 10,446,954 | 8,721,259 | 11,515,169 | 8,728,959 |
DESCRIPTION OF BUSINESS |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | Summary
FitLife Brands, Inc. (the “Company”) is a national provider of innovative and proprietary nutritional supplements for health conscious consumers marketed under the brand names NDS Nutrition ProductsTM (“NDS”) (www.ndsnutrition.com), PMDTM (www.pmdsports.com), SirenLabsTM (www.sirenlabs.com), CoreActiveTM (www.coreactivenutrition.com), and Metis NutritionTM (www.metisnutrition.com) (together, “NDS Products”). With the consummation of the merger with iSatori, Inc. (“iSatori”) on September 30, 2015, which became effective on October 1, 2015, described below (the “Merger”), the Company added several brands to its product portfolio, including iSatori (www.isatori.com), CT Fletcher, BioGenetic Laboratories, and Energize (together, “iSatori Products”). The NDS Products are distributed principally through franchised General Nutrition Centers, Inc. (“GNC”) stores located both domestically and internationally, and, with the addition of Metis Nutrition, through corporate GNC stores in the United States. The iSatori Products are sold through more than 25,000 retail locations, which include specialty, mass, and online.
The Company was incorporated in the State of Nevada on July 26, 2005. In October 2008, the Company acquired the assets of NDS Nutritional Products, Inc., a Nebraska corporation, and moved those assets into its wholly owned subsidiary NDS Nutrition Products, Inc., a Florida corporation (“NDS”). The Company’s NDS Products are sold through NDS and the iSatori Products are sold through iSatori, Inc., a Delaware corporation and a wholly owned subsidiary of the Company.
FitLife Brands is headquartered in Omaha, Nebraska and maintains an office in Golden, Colorado, which it acquired in connection with the Merger. For more information on the Company, please go to http://www.fitlifebrands.com. The Company’s common stock currently trades under the symbol FTLF on the OTC:PINK market.
iSatori Merger
On September 30, 2015, the Company consummated the Merger contemplated by the Agreement and Plan of Merger, dated May 18, 2015 (the “Merger Agreement“), among the Company, ISFL Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub“), and iSatori, pursuant to which iSatori merged with and into Merger Sub, with iSatori surviving as a wholly-owned subsidiary of the Company. The Merger was approved by iSatori shareholders at a special meeting held on September 29, 2015 and became effective on October 1, 2015 (the “Closing Date“).
In connection with the closing of the Merger, each share of iSatori common stock outstanding on the Closing Date became exchangeable for 0.1732 shares of the Company's common stock (the “Exchange Ratio“). In the event any iSatori shareholder would otherwise be entitled to a fractional share of the Company's common stock, the Company agreed to pay the value of those fractional interests in cash. The Company issued a total of 2,315,644 shares of common stock and paid a total of $239 for remaining fractional interests to former iSatori shareholders in connection with the Merger.
Pursuant to the terms and conditions of the Merger Agreement, the Company increased the size of its Board of Directors (the “Board“) from five to seven members, appointed Stephen Adele, Chief Executive Officer of iSatori, to serve on the Board, and appointed two independent directors, Messrs. Seth Yakatan and Todd Ordal, each of whom were designated by iSatori, to the Board. Concurrently with these appointments, Dr. Fadi Aramouni resigned from the Board.
In addition to the foregoing, the Company secured an option to purchase, on or before December 31, 2015, approximately 600,000 shares of the Company’s common stock, otherwise issuable to the two largest shareholders of iSatori, and secured a right of first refusal to purchase approximately 460,000 shares of the Company’s common stock issuable to a certain iSatori shareholder in the connection with the Merger. After careful consideration of many factors, including available cash resources, the Company’s Board of Directors elected not to exercise the purchase option prior to its expiration. The right of first refusal, however, remains outstanding.
On September 11, 2015, the Company loaned iSatori $750,000 pursuant to a Demand Promissory Note ("Note"), due and payable on demand after October 15, 2015 in the event the Merger was not consummated on or before such date. The proceeds from the Note were to be used by iSatori for the payment, in the ordinary course of business, of payroll and accounts payable of iSatori pending consummation of the Merger. The Note was deemed satisfied in full in connection with the Closing Date of the Merger and was included as an element of the total purchase price, which also included the assumption of outstanding debt of approximately $1.1 million and the issuance of approximately 2.3 million shares of Company common stock. In connection with the Merger, the Company also converted all issued and outstanding options and warrants of iSatori into options and warrants of FitLife in an amount equal to the number of iSatori options and warrants issued and outstanding multiplied by the Exchange Ratio, at an exercise equal to the original exercise price divided by the Exchange Ratio. The treasury stock net equivalent of all issued and outstanding options and warrants were factored into the calculation of the final Exchange Ratio, the vast majority of which were and remain significantly out of the money.
At closing, in connection with adjustment provisions outlined in the Merger Agreement, iSatori established certain reserves and write-offs totaling approximately $1.8 million, which write-offs, together with the issuance of the Note and other variances of certain working capital accounts, resulted in a reduction of the Exchange Ratio under the terms of the Merger Agreement from 0.3000 to 0.1732 shares of common stock of the Company for each share of iSatori common stock issued and outstanding.
|
BASIS OF PRESENTATION |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | Interim Financial Statements
The accompanying interim condensed unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In our opinion, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation are included. Operating results for the three and nine-month period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. While management of the Company believes the disclosures presented herein are adequate and not misleading, these interim condensed consolidated financial statements should be read in conjunction with the audited condensed consolidated financial statements and the footnotes thereto for the fiscal year ended December 31, 2015 as filed with the Securities and Exchange Commission as an exhibit to our Annual Report on Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||
Accounting Policies [Abstract] | |||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:
Principle of Consolidation
The consolidated financial statements include the accounts of the Company and NDS Nutrition Products, Inc. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
Revenue Recognition
Revenue is derived from product sales. The Company recognizes revenue from product sales in accordance with Accounting Standards Codification (“ASC”) Topic 605 “Revenue Recognition in Financial Statements” which assesses revenue upon: (i) the time customers are invoiced at shipping point provided title and risk of loss has passed to the customer, (ii) evidence of an arrangement exists, (iii) fees are contractually fixed or determinable, (iv) collection is reasonably assured through historical collection results and regular credit evaluations, and (v) there are no uncertainties regarding customer acceptance.
The Company offers discounts on sales to GNC franchises on many of its products. Discounts are updated monthly and made available to all franchisees. Revenue is recorded net of all discounts taken at the time of sale for all direct sales. Indirect sales involve sales through GNC’s centralized distribution platform. Fulfillment to franchisees from GNC’s distribution centers often spans several months and accounting periods after the initial indirect sale. Given that the discount programs change monthly, it is impossible to predict with any certainty what discounts will be taken on which products and at what time. As a result, the Company has historically booked gross revenue through the indirect channel upon shipment to GNC. Discounts taken by franchisees upon fulfillment from GNC’s distribution center are billed back to the Company as a credit to a future invoice. The Company accounted for these deductions (“Vendor Funded Discounts”) as a selling and marketing expense in the period that the deduction was taken by GNC. Management believes this approach was the best way to match the expense to the timing of actual product fulfillment at the store level when the discounts are actually taken. In an effort to ensure consistent accounting policies across all operating divisions after the acquisition of iSatori, the Company elected to modify its accounting policy for Vendor Funded Discounts. Going forward, for all indirect distribution, the Company will estimate anticipated discounts at the time product is shipped to GNC’s distribution center(s) and recognize that estimate as a deduction from gross revenue at the time of shipment to GNC. Actual discounts will be compared to the estimate each accounting period and adjusted as necessary. Total revenue and selling and marketing expense will be reduced by the amount of the estimate, and the new policy will have no effect on operating or net income. Results of operations for the year ended December 31, 2014, and the nine month periods ended September 30, 2015 and 2014 were reported using the previous gross revenue approach, while results from operations for the year ended December 31, 2015 and quarter ended September 30, 2016 were reported using the new accounting policy for Vendor Funded Discounts.
Accounts Receivable
All of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company recorded an expense of $0 related to bad debt and doubtful accounts during the quarter ended September 30, 2016.
Allowance for Doubtful Accounts
The determination of collectability of the Company’s accounts receivable requires management to make frequent judgments and estimates in order to determine the appropriate amount of allowance needed for doubtful accounts. The Company’s allowance for doubtful accounts is estimated to cover the risk of loss related to accounts receivable. This allowance is maintained at a level we consider appropriate based on factors that affect collectability. These factors include historical trends of write-offs, recoveries and credit losses, the careful monitoring of customer credit quality, and projected economic and market conditions. Different assumptions or changes in economic circumstances could result in changes to the allowance.
Cash and Cash Equivalents
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2016, cash and cash equivalents include cash on hand and cash in the bank.
Inventory
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 raw material and finished goods for all of its product offerings across all of the Company’s operating subsidiaries. At September 30, 2016 and December 31, 2015, the value of the Company’s inventory was $4,432,975 and $4,790,301, respectively.
Property and Equipment
Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.
The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follows:
The Company adopted Statement of Financial Accounting Standard (“FASB”) ASC Topic 350 Goodwill and Other Intangible Assets. In accordance with ASC Topic 350, goodwill, which represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value.
Impairment of Long-Lived Assets
In accordance with ASC Topic 3605, “Long-Lived Assets,” such as property, plants, equipment, and purchased intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount in which the carrying amount of the asset exceeds the fair value of the asset. There were no events or changes in circumstances that necessitated an impairment of long-lived assets.
Income Taxes
Deferred income taxes are provided based on the provisions of ASC Topic 740, “Accounting for Income Taxes,” to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company adopted the provisions of FASB Interpretation No. 48 – “Accounting for Uncertainty In Income Taxes”–an interpretation of ASC Topic 740 (“FIN 48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At September 30, 2016, the Company did not record any liabilities for uncertain tax positions.
Concentration of Credit Risk
The Company maintains its operating cash balances at a large, commercial bank with offices across the country. The Federal Depository Insurance Corporation (“FDIC”) insures accounts up to $250,000.
Earnings Per Share
Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. In the event of a loss, diluted loss per share is the same as basic loss per share, because of the effect of the additional securities, a net loss would be anti-dilutive.
Fair Value of Financial Instruments
The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.
The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable, if any, approximate fair value.
Recent Accounting Pronouncements
None. |
INVENTORIES |
9 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||
INVENTORIES | The Company’s inventories as of September 30, 2016 and December 31, 2015 are as follows:
|
PROPERTY AND EQUIPMENT |
9 Months Ended | ||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||
Property, Plant and Equipment [Abstract] | |||||||||||||||||||||||||||||||||||||
PROPERTY AND EQUIPMENT | The Company’s fixed assets as of September 30, 2016 and December 31, 2015 are as follows:
Depreciation and amortization expense for the nine months ended September 30, 2016 was $376,502 as compared to $166,137 for the nine month period ended September 30, 2015. |
INTELLECTUAL PROPERTY |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY | The Company actively pursues intellectual property through both patent applications and trade secrets in an effort to differentiate its products. While no assurances can be given, the Company will continue to pursue the protections afforded by intellectual property going forward as a core element of its product development initiatives. The Company received a notice of allowance related to the extraction of protein from kaniwa from the USPTO on April 19, 2016 and maintains a patent pending application related to the methods and use of bioactive peptides. |
NOTE PAYABLES |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE PAYABLES | Notes payable consist of the following as of September 30, 2016 and December 31, 2015:
As of September 30, 2016, NDS, the Company’s wholly owned subsidiary, was not in compliance with certain financial covenants with a four quarter look-back period in its existing term loan and revolving line of credit with U.S. Bank (the “Bank”), principally due to decreased revenue received during the third quarter of fiscal 2016, as well as increased operating expenses as a result of the Merger incurred in the third quarter of fiscal 2015. As disclosed in Note 13 – Subsequent Events in the notes to the financial statements included herein, the Company received a waiver for all covenant defaults on both the existing five-year term loan and revolving line of credit with the Bank for the quarter ended September 30, 2016. No consideration was paid or payable in connection with such waiver. Receipt of the waiver for the current period notwithstanding, no assurances can be given with respect to either the Company’s ability to secure and maintain compliance with the covenants in future periods, or, in the event the Company is not compliant, that the Bank with provide a waiver of compliance for such covenants in future periods. In the event the Company is not in compliance with the covenants in future periods and the Bank fails to provide a waiver, declares the term loan or revolving line of credit to be in default, and terminates the term loan or the revolving line of credit, any amounts due the Bank at such time would become immediately due and payable. In such event, our financial condition will be negatively affected, and such affect could be material. |
COMMITMENTS AND CONTINGENCIES |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | The Company does not have a commitment and contingency liability associated with any third party consulting agreements. |
RELATED PARTY TRANSACTIONS |
9 Months Ended |
---|---|
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | None. |
NET INCOME / (LOSS) PER SHARE |
9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2016 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NET INCOME / (LOSS) PER SHARE | Basic net income per share is calculated by dividing the net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net income per share also includes the weighted average number of outstanding warrants and options in the denominator. In the event of a loss, the diluted loss per share is the same as basic loss per share. Because of the net loss, the weighted average number of diluted shares of common stock outstanding for the three months ended September 30, 2016 included 10,446,954 shares of common stock, 0 shares of common stock issuable upon the exercise of outstanding common stock purchase warrants, and 0 shares of common stock issuable upon the exercise of outstanding options to purchase common stock. The following table represents the computation of basic and diluted income and (losses) per share for the three months ended September 30, 2016 and 2015.
Net income / (loss) per share is based upon the weighted average shares of common stock outstanding. Had the Company posted positive net income for the three months ended September 30, 2016, diluted weighted average common shares outstanding would have included 110,620 shares of common stock issuable upon the exercise of outstanding common stock purchase warrants and 1,068,677 shares of common stock issuable upon the exercise of outstanding options to purchase common stock. |
EQUITY |
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Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
EQUITY | Common and Preferred Stock
The Company is authorized to issue 150.0 million shares of common stock, $0.01 par value, of which 10,413,621 common shares were issued and outstanding as of September 30, 2016. The Company is authorized to issue 10,000,000 shares of Series A Convertible Preferred Stock, $0.01 par value, 1,000 shares of its 10% Cumulative Perpetual Series B Preferred Stock, $0.01 par value, and 500 shares of its Series C Convertible Preferred Stock, par value $0.01, none of which were issued and outstanding as of September 30, 2016.
As of September 30, 2016, 37,344 shares of common stock were subscribed, and zero shares were held in treasury and reserved for cancellation.
Options
As of September 30, 2016, 1,059,988 options to purchase common stock of the Company were issued and outstanding, additional information about which is included in the following table.
Warrants
The Company values all warrants using the Black-Scholes option-pricing model. Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Company’s stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant. The Black Scholes option-pricing model was the best determinable value of the warrants that the Company “knew up front” when issuing the warrants in accordance with Topic 505. Other than as expressly noted below, the warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant. No discounts were applied to the valuation determined by the Black-Scholes option-pricing model; provided, however, that in determining volatility the Company utilized the lesser of the 90-day volatility as reported by Bloomberg or other such nationally recognized provider of financial markets data and 40.0%.
As of September 30, 2016, 110,620 warrants to purchase common stock of the Company were issued and outstanding, additional information about which is included in the following table:
Private Placements, Other Issuances and Cancellations
The Company periodically issues shares of its common stock, as well as options and warrants to purchase shares of common stock to investors in connection with private placement transactions, and to advisors, consultants and employees for the fair value of services rendered. Absent an arm’s length transaction with an independent third-party, the value of any such issued shares is based on the trading value of the stock at the date on which such transactions or agreements are consummated. The Company expenses the fair value of all such issuances in the period incurred, with the exception of options that are subject to vesting which are expensed ratably on a monthly basis over the life of the vesting period. During the quarter ended September 30, 2016, the Company issued (i) 4,011 shares of common stock subscribed for services rendered by directors that elected to take their board fees in shares of common stock in lieu of cash payment and recorded an expense of $7,501 for the fair value of services rendered, and (ii) 33,333 shares of common stock to a single executive in connection with the partial vesting of a previously authorized equity grant for which the Company recorded a net expense of $46,670. |
INCOME TAXES |
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Income Tax Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
INCOME TAXES | The provision (benefit) for income taxes from continued operations for the period ended September 30, 2016 and the year ended December 31, 2015 consist of the following:
Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets consist principally from the following:
The Company has net operating loss carryforwards of approximately $21,000,000 for federal purposes available to offset future taxable income through 2035 and 2.298,000 for State of Colorado purposes which expire in various years through 2035, The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, limitations imposed under Section 382 of the Internal Revenue Code, as amended, from change of more than 50% over a three-year period. The impact of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined.
ASC 740 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence, giving greater weight to its recent cumulative losses and its ability to carry-back losses against prior taxable income and lesser weight to its projected financial results due to the challenges of forecasting future periods. The Company also considered, commensurate with its objective verifiability, the forecast of future taxable income including the reversal of temporary differences. At that time the Company continued to have sufficient positive evidence, including recent cumulative profits, a reduction in operating expenses, the ability to carry-back losses against prior taxable income and an expectation of improving operating results, showing a valuation allowance was not required. At the end of the year ended of quarter ended September 30, 2016 and year ended December 31, 2015, expectations of taxable income necessitated a reduction in the valuation allowance and a restoration of $689,000 of deferred tax assets related to net operating losses expected to be utilized in the next 12 months. At September 30, 2016, the Company continues to maintain the deferred tax asset of $689,000. |
SUBSEQUENT EVENTS |
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Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | Waiver of Term-Loan Covenants
On or around November 11, 2016, the Company received a waiver of compliance for certain financial covenants in its existing five-year term loan and revolving line of credit with the Bank for the current period ended September 30, 2016.
Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date through the filing of this Quarterly Report on Form 10-Q and determined that no additional subsequent events occurred.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
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Summary Of Significant Accounting Policies Policies | |||||||||
Basis of Presentation | The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows:
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Principle of Consolidation | The consolidated financial statements include the accounts of the Company and NDS Nutrition Products, Inc. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements. |
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Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expenses recognized during the periods presented. Adjustments made with respect to the use of estimates often relate to improved information not previously available. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of financial statements; accordingly, actual results could differ from these estimates.
These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. |
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Revenue Recognition | Revenue is derived from product sales. The Company recognizes revenue from product sales in accordance with Accounting Standards Codification (“ASC”) Topic 605 “Revenue Recognition in Financial Statements” which assesses revenue upon: (i) the time customers are invoiced at shipping point provided title and risk of loss has passed to the customer, (ii) evidence of an arrangement exists, (iii) fees are contractually fixed or determinable, (iv) collection is reasonably assured through historical collection results and regular credit evaluations, and (v) there are no uncertainties regarding customer acceptance.
The Company offers discounts on sales to GNC franchises on many of its products. Discounts are updated monthly and made available to all franchisees. Revenue is recorded net of all discounts taken at the time of sale for all direct sales. Indirect sales involve sales through GNC’s centralized distribution platform. Fulfillment to franchisees from GNC’s distribution centers often spans several months and accounting periods after the initial indirect sale. Given that the discount programs change monthly, it is impossible to predict with any certainty what discounts will be taken on which products and at what time. As a result, the Company has historically booked gross revenue through the indirect channel upon shipment to GNC. Discounts taken by franchisees upon fulfillment from GNC’s distribution center are billed back to the Company as a credit to a future invoice. The Company accounted for these deductions (“Vendor Funded Discounts”) as a selling and marketing expense in the period that the deduction was taken by GNC. Management believes this approach was the best way to match the expense to the timing of actual product fulfillment at the store level when the discounts are actually taken. In an effort to ensure consistent accounting policies across all operating divisions after the acquisition of iSatori, the Company elected to modify its accounting policy for Vendor Funded Discounts. Going forward, for all indirect distribution, the Company will estimate anticipated discounts at the time product is shipped to GNC’s distribution center(s) and recognize that estimate as a deduction from gross revenue at the time of shipment to GNC. Actual discounts will be compared to the estimate each accounting period and adjusted as necessary. Total revenue and selling and marketing expense will be reduced by the amount of the estimate, and the new policy will have no effect on operating or net income. Results of operations for the year ended December 31, 2014, and the nine month periods ended September 30, 2015 and 2014 were reported using the previous gross revenue approach, while results from operations for the year ended December 31, 2015 and quarter ended September 30, 2016 were reported using the new accounting policy for Vendor Funded Discounts. |
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Accounts Receivable | All of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company recorded an expense of $0 related to bad debt and doubtful accounts during the quarter ended September 30, 2016. |
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Allowance for Doubtful Accounts | The determination of collectability of the Company’s accounts receivable requires management to make frequent judgments and estimates in order to determine the appropriate amount of allowance needed for doubtful accounts. The Company’s allowance for doubtful accounts is estimated to cover the risk of loss related to accounts receivable. This allowance is maintained at a level we consider appropriate based on factors that affect collectability. These factors include historical trends of write-offs, recoveries and credit losses, the careful monitoring of customer credit quality, and projected economic and market conditions. Different assumptions or changes in economic circumstances could result in changes to the allowance. |
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Cash and Cash Equivalents | The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At September 30, 2016, cash and cash equivalents include cash on hand and cash in the bank. |
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Inventory | 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 raw material and finished goods for all of its product offerings across all of the Company’s operating subsidiaries. At September 30, 2016 and December 31, 2015, the value of the Company’s inventory was $4,432,975 and $4,790,301, respectively. |
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Property and Equipment | Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.
The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follows:
The Company adopted Statement of Financial Accounting Standard (“FASB”) ASC Topic 350 Goodwill and Other Intangible Assets. In accordance with ASC Topic 350, goodwill, which represents the excess of the purchase price and related costs over the value assigned to net tangible and identifiable intangible assets of businesses acquired and accounted for under the purchase method, acquired in business combinations is assigned to reporting units that are expected to benefit from the synergies of the combination as of the acquisition date. Under this standard, goodwill and intangibles with indefinite useful lives are no longer amortized. The Company assesses goodwill and indefinite-lived intangible assets for impairment annually during the fourth quarter, or more frequently if events and circumstances indicate impairment may have occurred in accordance with ASC Topic 350. If the carrying value of a reporting unit's goodwill exceeds its implied fair value, the Company records an impairment loss equal to the difference. ASC Topic 350 also requires that the fair value of indefinite-lived purchased intangible assets be estimated and compared to the carrying value. The Company recognizes an impairment loss when the estimated fair value of the indefinite-lived purchased intangible assets is less than the carrying value. |
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Impairment of Long-Lived Assets | In accordance with ASC Topic 3605, “Long-Lived Assets,” such as property, plants, equipment, and purchased intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Goodwill and other intangible assets are tested for impairment. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount in which the carrying amount of the asset exceeds the fair value of the asset. There were no events or changes in circumstances that necessitated an impairment of long-lived assets. |
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Income Taxes | Deferred income taxes are provided based on the provisions of ASC Topic 740, “Accounting for Income Taxes,” to reflect the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.
The Company adopted the provisions of FASB Interpretation No. 48 – “Accounting for Uncertainty In Income Taxes”–an interpretation of ASC Topic 740 (“FIN 48”). FIN 48 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At September 30, 2016, the Company did not record any liabilities for uncertain tax positions.
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Concentration of Credit Risk | The Company maintains its operating cash balances at a large, commercial bank with offices across the country. The Federal Depository Insurance Corporation (“FDIC”) insures accounts up to $250,000. |
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Earnings Per Share | Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. In the event of a loss, diluted loss per share is the same as basic loss per share, because of the effect of the additional securities, a net loss would be anti-dilutive. |
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Fair Value of Financial Instruments | The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation.
The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable, if any, approximate fair value.
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Recent Accounting Pronouncements | None.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) |
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Property and Equipment |
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INVENTORIES (Tables) |
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Inventories |
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PROPERTY AND EQUIPMENT (Tables) |
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PROPERTY AND EQUIPMENT |
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NOTE PAYABLES (Tables) |
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NET INCOME / (LOSS) PER SHARE (Tables) |
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EQUITY (Tables) |
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Warrants issued and outstanding |
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INCOME TAXES (Tables) |
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Provision (benefit) for income taxes |
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DESCRIPTION OF BUSINESS (Details Narrative) - iSatori [Member] |
9 Months Ended |
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Sep. 30, 2016
shares
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Description of Business | |
Date of merger agreement | May 18, 2015 |
Effective date of merger | Oct. 30, 2015 |
Shares issued to shareholders | 2,315,644 |
Right of refusal shares | 460,000 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) |
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Office Equipment | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 3 years |
Leasehold Improvements | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 5 years |
Furniture and Fixtures | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 3 years |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Summary of Significant Accounting Policies | ||
Inventory | $ 4,432,975 | $ 4,790,301 |
FDIC Insurance amount | $ 250,000 |
INVENTORIES (Details) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Inventories | ||
Finished goods | $ 3,698,836 | $ 3,381,973 |
Components | 734,139 | 1,408,328 |
Total | $ 4,432,975 | $ 4,790,301 |
PROPERTY AND EQUIPMENT (Details) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
PROPERTY AND EQUIPMENT | ||
Equipment | $ 827,916 | $ 808,324 |
Accumulated depreciation | (640,402) | (581,520) |
Total | $ 187,514 | $ 226,804 |
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) |
9 Months Ended | |
---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
|
Property and Equipment | ||
Depreciation and amortization expense | $ 376,502 | $ 166,137 |
NOTE PAYABLES (Details) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Notes payable | ||
Revolving Line of Credit | $ 2,010,305 | $ 1,490,305 |
Term loan | 1,047,291 | 1,439,727 |
Notes payable | 42,211 | 54,036 |
Total of notes payable and advances | 3,099,806 | 2,984,068 |
Less current portion | (2,592,466) | (2,069,930) |
Long-term portion | $ 507,340 | $ 914,138 |
NOTE PAYABLES (Details Narrative) |
9 Months Ended |
---|---|
Sep. 30, 2016
USD ($)
| |
Note Payables Details | |
Revolving LOC maximum | $ 3,000,000 |
Revolving LOC begin date | Apr. 09, 2009 |
Revolving LOC interest rate | 3.00% |
Revolving LOC maturity date | Jun. 15, 2017 |
LOC Covenance | U.S. Bank |
Term loan face amount | $ 2,600,000 |
Term loan interest rate | 3.60% |
Term loan maturity date | Aug. 15, 2018 |
NET INCOME / (LOSS) PER SHARE (Details) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
|
NET INCOME / (LOSS) PER SHARE | ||||
Income / (Losses) available for common shareholders | $ 383,258 | $ (360,718) | ||
Basic weighted average common shares outstanding | 10,446,954 | 8,069,900 | 10,413,703 | 8,115,436 |
Basic income / (loss) per share | $ (0.03) | $ 0.05 | $ .05 | $ (.03) |
Diluted weighted average common shares outstanding | 10,446,954 | 8,721,259 | 11,515,169 | 8,728,959 |
Diluted income / (loss) per share | $ (0.03) | $ 0.04 | $ .04 | $ (.03) |
EQUITY (Details 1) |
9 Months Ended |
---|---|
Sep. 30, 2016
$ / shares
shares
| |
Warrants Issued | 110,620 |
Warrants1member | |
Warrants Issued | 17,320 |
Exercise price | $ / shares | $ 12.99 |
Issuance Date | Oct. 01, 2013 |
Expiration Date | Jan. 01, 2018 |
Vesting | No |
Warrants2Member | |
Warrants Issued | 43,300 |
Exercise price | $ / shares | $ 12.99 |
Issuance Date | Jul. 16, 2013 |
Expiration Date | Jul. 16, 2018 |
Vesting | No |
Warrants3Member | |
Warrants Issued | 25,000 |
Exercise price | $ / shares | $ 3 |
Issuance Date | Nov. 01, 2013 |
Expiration Date | Nov. 01, 2016 |
Vesting | No |
Warrants4Member | |
Warrants Issued | 25,000 |
Exercise price | $ / shares | $ 2 |
Issuance Date | Nov. 01, 2013 |
Expiration Date | Nov. 01, 2016 |
Vesting | No |
INCOME TAXES (Details) - USD ($) |
3 Months Ended | 9 Months Ended | 12 Months Ended | ||
---|---|---|---|---|---|
Sep. 30, 2016 |
Sep. 30, 2015 |
Sep. 30, 2016 |
Sep. 30, 2015 |
Dec. 31, 2016 |
|
Current income tax provision | |||||
Federal AMT | $ 32,110 | $ 0 | |||
State | 132,000 | 0 | |||
Total current income tax provision | 164,110 | 0 | |||
Deferred income tax provision | |||||
Federal | (659,000) | 5,074 | |||
State | (13,000) | 5,510 | |||
Total deferred income tax provision | (672,000) | 10,584 | |||
Change in valuation allowance | 672,000 | (10,584) | |||
Provision (benefit) for income taxes, net | $ (25,000) | $ 41,242 | $ 164,000 | $ 71,000 | $ 0 |
INCOME TAXES (Details 1) - USD ($) |
Sep. 30, 2016 |
Dec. 31, 2015 |
---|---|---|
Income Taxes Details 1 | ||
Inventory UNICAP | $ 20,000 | $ 41,401 |
Allowance for Doubtful Accounts | 66,000 | 162,849 |
Foreign tax credits | 30,000 | 30,086 |
Share Based Compensation | 39,000 | 39,485 |
Other | 0 | 24,100 |
Property and equipment | 45,000 | 16,712 |
Net operating loss carryforwards | 7,134,000 | 7,666,946 |
Valuation allowance | (6,645,000) | (7,168,700) |
Deferred income tax asset | 689,000 | 812,879 |
Deferred expenses | 0 | (71,482) |
Other | 0 | (52,397) |
Deferred income tax liability | 0 | (123,879) |
Net deferred tax asset | $ 689,000 | $ 689,000 |
INCOME TAXES (Details Narrative) - USD ($) |
9 Months Ended | 12 Months Ended |
---|---|---|
Sep. 30, 2016 |
Dec. 31, 2015 |
|
Income Taxes | ||
Net operating loss carryforwards, Federal | $ 21,000,000 | |
Net operating loss carryforwards, State | 2,298,000 | |
Restored deferred tax assets related to net operating losses | $ 689,000 | $ 689,000 |
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