Florida
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59-3029743
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(State or other jurisdiction of incorporation or organization)
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(IRS Employer Identification No.)
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14120 N.W. 126th Terrace, Alachua, Florida
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32615
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(Address of principal executive offices)
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(Zip Code)
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Description
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Page
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PART I
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FINANCIAL INFORMATION
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1
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Item 1.
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Financial Statements.
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1
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Consolidated Balance Sheets (Unaudited) as of June 30, 2013 and December 31, 2012.
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1
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Consolidated Statements of Operations (Unaudited) for the Three and Six Months Ended June 30, 2013 and 2012.
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2
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Consolidated Statements of Cash Flows (Unaudited) for the Six Months Ended June 30, 2013 and 2012.
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3
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Notes to Consolidated Financial Statements.
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4
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Item 2.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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6
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Item 3.
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Quantitative and Qualitative Disclosures about Market Risk.
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10
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Item 4.
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Controls and Procedures.
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10
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PART II
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OTHER INFORMATION
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10
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Item 1A.
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Risk Factors.
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10
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Item 5. | Other Information. | 10 |
Item 6.
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Exhibits.
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10
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SIGNATURES
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11
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June 30,
2013
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December 31,
2012
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|||||||
ASSETS
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||||||||
CURRENT ASSETS
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||||||||
Cash and cash equivalents
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$
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532,482
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$
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22,839
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||||
Accounts receivable, net
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170,710
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65,271
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||||||
Inventory
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115,014
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205,155
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||||||
Other current assets
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10,044
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10,945
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||||||
Total current assets
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828,250
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304,210
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||||||
PROPERTY AND EQUIPMENT, NET
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1,540,608
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1,608,283
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||||||
OTHER ASSETS
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||||||||
Property held for sale
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495,456
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495,456
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||||||
Deferred tax asset
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70,000
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200,000
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||||||
Deferred costs, net
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17,806
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10,288
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||||||
Total other assets
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583,262
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705,744
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||||||
TOTAL ASSETS
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$
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2,952,120
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$
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2,618,237
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||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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||||||||
CURRENT LIABILITIES
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||||||||
Accounts payable and accrued expenses
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$
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111,964
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$
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83,502
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||||
Line of credit
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86,974
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94,487
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||||||
Current portion of long-term debt
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57,569
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140,797
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||||||
Total current liabilities
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256,507
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318,786
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||||||
LONG-TERM LIABILITIES
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||||||||
Long-term debt, less current portion
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763,159
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750,776
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||||||
STOCKHOLDERS' EQUITY
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||||||||
Common stock, par value $.0001 per share, 100,000,000 shares authorized, 36,889,535
shares issued and outstanding
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3,688
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3,688
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||||||
Preferred stock, par value $.0001 per share,5,000,000 shares authorized;
Series A, 1 share issued and outstanding
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-
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-
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||||||
Additional paid-in capital
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3,881,605
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3,881,605
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||||||
Accumulated deficit
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(1,952,839
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)
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(2,336,618
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)
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||||
Total stockholders' equity
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1,932,454
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1,548,675
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||||||
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
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$
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2,952,120
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$
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2,618,237
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Three Months Ended
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Six Months Ended
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|||||||||||||||
June 30,
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June 30,
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|||||||||||||||
2013
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2012
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2013
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2012
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|||||||||||||
REVENUES
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||||||||||||||||
Product sales
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$ | 708,322 | $ | 148,190 | $ | 1,291,813 | $ | 533,169 | ||||||||
Drying services
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- | - | - | 56,930 | ||||||||||||
708,322 | 148,190 | 1,291,813 | 590,099 | |||||||||||||
EXPENSES
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||||||||||||||||
Personnel
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78,862 | 78,631 | 159,290 | 174,222 | ||||||||||||
Cost of products sold (exclusive of depreciation and
amortization, shown separately below)
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145,504 | 23,233 | 361,329 | 132,777 | ||||||||||||
Repairs and maintenance
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10,038 | 5,525 | 13,229 | 10,573 | ||||||||||||
Professional fees
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44,564 | 23,888 | 87,695 | 101,258 | ||||||||||||
Office and other
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23,484 | 42,895 | 49,634 | 77,167 | ||||||||||||
Amortization and depreciation
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35,391 | 30,552 | 70,782 | 70,873 | ||||||||||||
Freight and shipping
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1,837 | 2,760 | 4,703 | 6,216 | ||||||||||||
339,680 | 207,484 | 746,662 | 573,086 | |||||||||||||
OPERATING INCOME (LOSS)
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369,642 | (59,294 | ) | 545,151 | 17,013 | |||||||||||
OTHER INCOME (EXPENSE)
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||||||||||||||||
Investment and other income
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270 | 45 | 985 | 1,052 | ||||||||||||
Interest expense
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(15,211 | ) | (15,183 | ) | (32,357 | ) | (28,724 | ) | ||||||||
(14,941 | ) | (15,138 | ) | (31,372 | ) | (27,672 | ) | |||||||||
INCOME (LOSS) BEFORE INCOME TAXES
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353,701 | (74,432 | ) | 513,779 | (10,659 | ) | ||||||||||
Income tax benefit (expense)
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(90,000 | ) | 18,000 | (130,000 | ) | - | ||||||||||
NET INCOME (LOSS)
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$ | 263,701 | $ | (56,432 | ) | $ | 383,779 | $ | (10,659 | ) | ||||||
NET INCOME (LOSS) PER COMMON SHARE
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$ | .01 | $ | (.00 | ) | $ | .01 | $ | (.00 | ) | ||||||
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
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36,889,535 | 36,575,070 | 36,889,535 | 36,575,070 |
Six Months Ended
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||||||||
June 30,
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||||||||
2013
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2012
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|||||||
CASH FLOWS FROM OPERATING ACTIVITIES
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||||||||
Net income (loss)
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$
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383,779
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$
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(10,659
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)
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|||
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
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||||||||
Depreciation and amortization
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70,782
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70,873
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||||||
Deferred income taxes
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130,000
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-
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||||||
Increase or decrease in:
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||||||||
Accounts receivable
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(105,439
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)
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(22,225
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)
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||||
Inventory
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90,141
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(29,607
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)
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|||||
Other current assets
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901
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-
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||||||
Accounts payable and accrued expenses
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28,462
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20,908
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||||||
Total adjustments
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214,847
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39,949
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||||||
NET CASH PROVIDED BY OPERATING ACTIVITIES
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598,626
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29,290
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||||||
CASH FLOWS FROM INVESTING ACTIVITIES
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||||||||
Purchase of equipment and building improvements
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(1,127
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)
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(50,566
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)
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||||
NET CASH USED IN INVESTING ACTIVITIES
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(1,127
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)
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(50,566
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)
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||||
CASH FLOWS FROM FINANCING ACTIVITIES
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||||||||
Loan costs
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(9,498
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)
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-
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|||||
Principal payments on notes payable
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(70,845
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)
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(59,678
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)
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||||
Payments on line of credit
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(7,513
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)
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(479
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)
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||||
NET CASH USED IN FINANCING ACTIVITIES
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(87,856
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)
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(60,157
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)
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||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
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509,643
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(81,433
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)
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|||||
CASH AND CASH EQUIVALENTS, beginning of period
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22,839
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127,077
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||||||
CASH AND CASH EQUIVALENTS, end of period
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$
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532,482
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$
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45,644
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||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
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||||||||
Cash paid for interest
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$
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32,357
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$
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28,724
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||||
Cash paid for income taxes
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$
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-
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$
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-
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Year Ending
December 31,
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Year
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|||
2013
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$
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57,569
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||
2014
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59,941
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|||
2015
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62,411
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|||
2016
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64,982
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|||
2017
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67,658
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|||
Thereafter
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508,167
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|||
$
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820,728
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EXHIBIT NO.
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DESCRIPTION
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31.1
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Certification of Principal Executive and Principal Financial Officer pursuant to Exchange Act rule 13(a)-14(a) (under Section 302 of the Sarbanes-Oxley Act of 2002).
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32.1
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Certification of Principal Executive and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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CTD HOLDINGS, INC.
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Date: August 14, 2013 | /s/ C.E. Rick Strattan |
C.E. Rick Strattan
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Chief Executive Officer
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(principal executive, financial and accounting officer)
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1.
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I have reviewed this Quarterly Report on Form 10-Q of CTD Holdings, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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Evaluated the effectiveness of the registrant's disclosure controls 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 evaluation; and
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d.
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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 (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
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5.
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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):
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a.
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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
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b.
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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.
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Date: August 14, 2013
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By: | /s/ C.E. Rick Strattan |
C.E. Rick Strattan
Chief Executive Officer
(principal executive, financial and accounting officer)
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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Date: August 14, 2013
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/s/ C.E. Rick Strattan
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C.E. Rick Strattan
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Chief Executive Officer
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(principal executive, financial and accounting officer)
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Line of Credit (Details) (USD $)
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Jun. 30, 2013
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Dec. 31, 2012
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Jul. 31, 2013
Subsequent events [Member]
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---|---|---|---|
Line of Credit (Textual) | |||
Line of credit, amount | $ 100,000 | ||
Line of credit, interest due in addition to prime rate | 2.00% | 1.80% | |
Line of credit, interest due in addition to prime rate maximum interest rate | 6.50% | ||
Line of credit, minimum interest rate | 4.75% | ||
Amount related to line of credit owed by Company | 86,974 | 94,487 | |
Current borrowing under line of credit | 41,700 | ||
Amount available for future borrowings under line of credit | $ 58,300 |
Consolidated Statements of Operations (Unaudited) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
|
REVENUES | ||||
Product sales | $ 708,322 | $ 148,190 | $ 1,291,813 | $ 533,169 |
Drying services | 56,930 | |||
Total revenues | 708,322 | 148,190 | 1,291,813 | 590,099 |
EXPENSES | ||||
Personnel | 78,862 | 78,631 | 159,290 | 174,222 |
Cost of products sold (exclusive of depreciation and amortization, shown separately below) | 145,504 | 23,233 | 361,329 | 132,777 |
Repairs and maintenance | 10,038 | 5,525 | 13,229 | 10,573 |
Professional fees | 44,564 | 23,888 | 87,695 | 101,258 |
Office and other | 23,484 | 42,895 | 49,634 | 77,167 |
Amortization and depreciation | 35,391 | 30,552 | 70,782 | 70,873 |
Freight and shipping | 1,837 | 2,760 | 4,703 | 6,216 |
Total Operating expenses | 339,680 | 207,484 | 746,662 | 573,086 |
OPERATING INCOME (LOSS) | 369,642 | (59,294) | 545,151 | 17,013 |
OTHER INCOME (EXPENSE) | ||||
Investment and other income | 270 | 45 | 985 | 1,052 |
Interest expense | (15,211) | (15,183) | (32,357) | (28,724) |
Total other income (expense) | (14,941) | (15,138) | (31,372) | (27,672) |
INCOME (LOSS) BEFORE INCOME TAXES | 353,701 | (74,432) | 513,779 | (10,659) |
Income tax benefit (expense) | (90,000) | 18,000 | (130,000) | |
NET INCOME (LOSS) | $ 263,701 | $ (56,432) | $ 383,779 | $ (10,659) |
NET INCOME (LOSS) PER COMMON SHARE | $ 0.01 | $ 0.00 | $ 0.01 | $ 0.00 |
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING | 36,889,535 | 36,575,070 | 36,889,535 | 36,575,070 |
Income Taxes
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Income Taxes [Abstract] | |
INCOME TAXES: | (5) INCOME TAXES:
The Company reported net income for the three and six months ended June 30, 2013 and recorded a $90,000 and $130,000 income tax provision, respectively, which decreased our deferred tax asset. We have unused net operating loss carryforwards totaling approximately $960,000 at December 31, 2012 that may be applied against 2013 taxable income.
The Company reported a net loss for the three and six months ended June 30, 2012. The Company reported an income tax benefit of $18,000 for the three months ended June 30, 2012, which increased its deferred tax asset. The Company recorded no income tax benefit or provision for the six months ended June 30, 2012, and increased its valuation allowance by approximately $3,000. |
Income Taxes (Details) (USD $)
|
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Jun. 30, 2013
|
Jun. 30, 2012
|
Dec. 31, 2012
|
|
Income Taxes (Textual) | |||||
Income tax benefit (expense) | $ 90,000 | $ (18,000) | $ 130,000 | ||
Net operating loss carryforwards | 960,000 | ||||
Increase in valuation allowance | $ 3,000 |
Basis of Presentation
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Basis of Presentation [Abstract] | |
BASIS OF PRESENTATION: | (1) BASIS OF PRESENTATION:
The accompanying consolidated financial statements include CTD Holdings, Inc. and its subsidiaries.
The accompanying 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 Rule 10-01 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 the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.
Operating results for the six month period ended June 30, 2013, are not necessarily indicative of the results that may be expected for the year ending December 31, 2013. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2012. |
Long-Term Debt
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||
Long-Term Debt and Line of Credit [Abstract] | |||||||||||||||||||||||||||||||||||||||||
LONG-TERM DEBT | (3) LONG-TERM DEBT
Prior to July 2013, our mortgage note payable was collateralized by land and a building located in Alachua, Florida. Monthly payments were $2,995, including principal and interest at 5.375%. Payments were due beginning January 1, 2011 through and including August 1, 2015, with a final balloon payment of approximately $376,000 due in September 2015. The principal balance on the note as of June 30, 2013 was $405,998.
In July 2013, the mortgage was refinanced with the execution of a note for $578,988. Monthly payments of $3,506, including principal and interest at 3.99%, are due beginning August 2013 through and including June 2023, with a final balloon payment of approximately $350,000 due in August 2023. The note is secured by a mortgage on our Alachua property. The note has a prepayment penalty that starts at 5% within the first year and decreases 1% annually thereafter. There is no prepayment penalty if the loan is repaid with cash on hand. At June 30, 2013, the note has been classified in accordance with the terms of the refinancing.
Prior to July 2013, our equipment note payable was collateralized by substantially all the Company’s assets, including a mortgage on our 40 acre complex located in High Springs, Florida and was guaranteed by C.E. Rick Strattan, the Company’s Chairman and Chief Executive Officer. Monthly payments were $2,833, including principal and interest at 6.5%, were due with a final balloon payment of approximately $252,000 due in March 2016. The loan was also subject to an annual minimum debt service coverage ratio of 1.25. The principal balance on the equipment note as of June 30, 2013 was $293,117.
In July 2013, the equipment note was refinanced with the execution of a note for $295,800. Monthly payments of $4,051, including principal and interest at 3.99%, are due beginning August 2013 through and including July 2020. The note is collateralized by all of our equipment. The mortgage on the High Springs property was released in connection with the refinancing. There is a prepayment penalty of 2% of the outstanding balance if we refinance the loan with another financial institution within five years. There is no prepayment penalty if the loan is repaid with cash on hand. At June 30, 2013, the note has been classified in accordance with the terms of the refinancing.
Prior to July 2013, our solar equipment note payable was collateralized by the solar electric system with monthly payments of $2,290, including principal and interest at 10%. The principal balance on this loan as of June 30, 2013 was $38,399. In July 2013, this note was repaid in connection with the mortgage note described above.
Prior to July 2013, we had financed the balance due to the contractor for the installation of our pulse dryer that was installed in 2011. The terms of the note required monthly payments of $8,244, including interest at 8.5%, with final payment of $28,685 plus interest due in February 2014. The loan was collateralized by the pulse dryer. The principal balance on this note as of June 30, 2013 was $83,214. In July 2013, this note was repaid in connection with the mortgage note described above.
As a result of the refinancing, we are required to maintain an annual debt service
coverage ratio (EBITDA to interest expense and prior period current portion of long-term debt) of not less than 1.3.
Long-term debt obligations for the next five years and thereafter are as follows:
|
Net Income (Loss) Per Common Share
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Net Income (Loss) Per Common Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE | (6) NET INCOME (LOSS) PER COMMON SHARE:
Net income (loss) per common share is computed using a simple weighted average of common shares outstanding during the periods presented. |
Line of Credit
|
6 Months Ended |
---|---|
Jun. 30, 2013
|
|
Long-Term Debt and Line of Credit [Abstract] | |
LINE OF CREDIT | (4) LINE OF CREDIT
Prior to July 2013, our line of credit was due on demand, with interest due monthly on outstanding balances at the higher of prime plus 2% or 6.5%. The credit line was cross collateralized with the equipment loan, was collateralized by substantially all our assets, including a mortgage on our High Springs property and is guaranteed by C.E. Rick Strattan, our Chairman and Chief Executive Officer. We owed $86,974 and $94,487 on this line of credit as of June 30, 2013 and December 31, 2012, respectively.
In July 2013, we refinanced our $100,000 line of credit, with interest due monthly at prime plus 1.8%, with a minimum rate of 4.75%. The line of credit is collateralized by all of our inventory, accounts receivable, equipment, general intangibles and fixtures. At the time of the refinancing, we borrowed approximately $41,700 under the line of credit, leaving approximately $58,300 available for future borrowings. |