Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document And Entity Information | ||
Entity Registrant Name | FITLIFE BRANDS, INC. | |
Entity Central Index Key | 1,374,328 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
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 | 10,358,222 | |
Trading Symbol | FTLF | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
CURRENT ASSETS | |||
Cash | $ 3,054,663 | $ 4,353,699 | |
Accounts receivable, net | 4,839,334 | 1,685,623 | |
Inventory | 1,670,264 | 2,284,922 | |
Deferred tax asset | 689,000 | $ 689,000 | |
Note receivable | 750,000 | ||
Prepaid expenses and other current assets | 231,452 | $ 47,202 | |
Total current assets | 11,234,713 | 9,060,446 | |
PROPERTY AND EQUIPMENT, net | 5,887 | 3,107 | |
Intangible assets, net | 930,065 | 1,037,369 | |
Deposits | 3,048 | 3,048 | |
TOTAL ASSETS | 12,173,713 | 10,103,970 | |
CURRENT LIABILITIES: | |||
Accounts payable | 2,534,158 | 813,600 | |
Accrued expenses and other liabilities | 325,417 | 152,736 | |
Income tax payable | 3,000 | 40,000 | |
Line of credit | [1] | 437,089 | 437,089 |
Current Portion of Term Loan Agreement | 520,887 | 507,031 | |
Total current liabilities | 3,820,551 | 1,950,456 | |
LONG-TERM DEBT | 1,047,383 | 1,439,799 | |
TOTAL LIABILITIES | $ 4,867,934 | $ 3,390,255 | |
CONTINGENCIES AND COMMITMENTS | |||
STOCKHOLDERS' EQUITY: | |||
Common stock, $.01 par value, 150,000,000 shares authorized; 8,002,952 and 8,198,516 issued and outstanding as of September 30, 2015 and December 31, 2014, respectively | $ 80,030 | $ 81,985 | |
Subscribed common stock | 398 | 38 | |
Additional paid-in capital | 26,289,516 | 26,280,388 | |
Accumulated deficit | (19,064,164) | (19,648,697) | |
Total stockholders' equity | 7,305,779 | 6,713,714 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 12,173,713 | $ 10,103,970 | |
[1] | Revolving line of credit of $3,000,000 from US 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 and May 15, 2015 at an interest rate of 3.0% plus the one-month LIBOR quoted by US Bank from Reuters Screen LIBOR. The line of credit matures May 15, 2016 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 NDS Nutrition Products, Inc. The Company pays interest only on this line of credit. |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
STOCKHOLDERS' EQUITY: | ||
Common Stock, Par Value Per Share | $ 0.01 | $ .01 |
Common Stock, Shares Authorized | 150,000,000 | |
Common Stock, Shares, Issued | 8,002,952 | 8,198,516 |
Common Stock, Shares, Outstanding | 8,002,952 | 8,198,516 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 6,270,524 | $ 5,492,334 | $ 15,139,949 | $ 17,812,097 |
Total | 6,270,524 | 5,492,334 | 15,139,949 | 17,812,097 |
Cost of Goods Sold | 3,658,541 | 3,646,397 | 9,015,846 | 11,361,133 |
Gross Profit | 2,611,983 | 1,845,937 | 6,124,103 | 6,450,964 |
OPERATING EXPENSES: | ||||
General and administrative | 854,729 | 517,417 | 2,469,866 | 2,109,443 |
Selling and marketing | 1,258,537 | 631,643 | 2,773,293 | 1,788,521 |
Depreciation and amortization | 55,472 | 56,508 | 166,137 | 169,405 |
Total operating expenses | 2,168,738 | 1,205,568 | 5,409,297 | 4,067,369 |
OPERATING INCOME | 443,245 | 640,369 | 714,806 | 2,383,595 |
OTHER (INCOME) AND EXPENSES | ||||
Interest expense | $ 18,745 | $ 23,290 | $ 59,273 | 72,684 |
Other income | (87,500) | |||
Total other (income) expense | $ 18,745 | $ 23,290 | $ 59,273 | (14,816) |
INCOME TAXES (BENEFIT) | 41,242 | 53,000 | 71,000 | 215,771 |
NET INCOME | $ 383,258 | $ 564,079 | $ 584,533 | $ 2,182,640 |
NET INCOME PER SHARE: | ||||
Basic | $ 0.05 | $ 0.07 | $ 0.07 | $ 0.27 |
Diluted | $ 0.04 | $ 0.07 | $ 0.07 | $ 0.25 |
Basic | 8,069,900 | 8,194,812 | 8,115,436 | 8,174,399 |
Diluted | 8,721,259 | 8,598,093 | 8,728,959 | 8,579,715 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Statement of Cash Flows [Abstract] | ||
Net Income | $ 584,533 | $ 2,182,640 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 166,137 | $ 169,405 |
Capitalization of select merger costs | (57,507) | |
Common stock and options issued for services | $ 405,741 | $ 139,015 |
Gain on write-up of investment | (137,500) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | $ (3,153,711) | (1,796,161) |
Inventory | 614,659 | 242,078 |
Prepaid expenses | (184,250) | $ 29,897 |
Note receivable | (750,000) | |
Accounts payable | 1,720,559 | $ (102,355) |
Accrued liabilities | 172,681 | (137,251) |
Income tax payable | $ (37,000) | 56,000 |
Redemption of preferred stock payable | (15,459) | |
Net cash provided by / (used in) operating activities | $ (518,159) | 630,310 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | $ (4,106) | (2,162) |
Long-term investment | $ 50,000 | |
Repurchases of common stock | $ (398,209) | |
Net cash provided by / (used in) investing activities | (402,315) | $ 47,838 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments of notes payable | (378,561) | (365,059) |
Net cash provided by / (used in) financing activities | (378,561) | (365,059) |
INCREASE (DECREASE) IN CASH | (1,299,035) | 313,089 |
CASH, BEGINNING OF PERIOD | 4,353,699 | 3,305,179 |
CASH, END OF PERIOD | 3,054,663 | 3,618,268 |
Supplemental disclosure operating activities | ||
Cash paid for interest | $ 59,273 | $ 72,684 |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF BUSINESS | Summary FitLife Brands, Inc. (the Company NDS www.ndsnutrition.com www.pmdsports.com www.sirenlabs.com www.coreactivenutrition.com iSatori Merger www.isatori.com iSatori Products GNC 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 FitLife Brands is headquartered in Omaha, Nebraska. For more information on the Company, please go to http://www.fitlifebrands.com Recent Developments iSatori Merger. Merger Agreement Merger Sub In connection with the closing of the Merger, each holder of iSatori common stock has the right to receive 0.1732 shares of the Company's common stock for every share of iSatori common stock held on the Closing Date (the Exchange Ratio Pursuant to the terms and conditions of the Merger Agreement, the Company increased the size of its Board of Directors (the Board In addition to the foregoing, the Company secured an option to purchase almost 600,000 shares of the Companys common stock issuable to the two largest shareholders in iSatori in connection with the Merger. Under the terms of the option, the Company may repurchase all or any portion thereof the applicable shares in its sole discretion any time prior to December 31, 2015. The Company also secured a right of first refusal to purchase more than additional 460,988 shares of the Companys common stock issuable to a certain iSatori shareholder in the connection with the Merger. On September 11, 2015, the Company loaned iSatori $750,000 pursuant to a Demand Promissory Note (" Note At closing, in connection with adjustment provisions outlined in the Merger Agreement, iSatori agreed to establish 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 to 0.1732 shares of common stock of the Company for each share of iSatori common stock issued and outstanding. Share Repurchase Program. Repurchase Program As of November 10, 2015, the Company had repurchased an aggregate total of 206,187 shares of our common stock under the Repurchase Program at an average purchase price of $1.93 per share. |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2015 | |
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, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. 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, 2014 as filed with the Securities and Exchange Commission as an exhibit to our Annual Report on Form 10-K. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2015 | |
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 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 RevenueRecognition in Financial Statements Accounts Receivable All of the Companys accounts receivable balance is related to trade receivables which, in the quarter ended September 30, 2015, increased due principally to the transition to GNCs centralized distribution platform. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Companys 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 $30,470 related to bad debt and doubtful accounts during the quarter ended September 30, 2015. Allowance for Doubtful Accounts The determination of collectability of the Companys accounts receivable requires management to make frequent judgments and estimates in order to determine the appropriate amount of allowance needed for doubtful accounts. The Companys 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, 2015, cash and cash equivalents include cash on hand and cash in the bank. Inventory The Companys inventory is carried at the lower of cost or net realizable value using the first-in, first-out ( FIFO 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: Asset Category Depreciation/Amortization Period Furniture and fixtures 3 Years Office equipment 3 Years Leasehold improvements 5 Years The Company adopted Statement of Financial Accounting Standard ( FASB Goodwill and Other Intangible Assets Impairment of Long-Lived Assets In accordance with ASC Topic 3605, Long-Lived Assets Income Taxes Deferred income taxes are provided based on the provisions of ASC Topic 740, Accounting for Income Taxes, The Company adopted the provisions of FASB Interpretation No. 48 Accounting For Uncertainty In Income Taxes FIN 48 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 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 Companys 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
INVENTORIES | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | The Companys inventories as of September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 December 31, 2014 Finished goods $ 885,766 $ 1,904,950 Components 784,498 379,972 Total $ 1,670,264 $ 2,284,922 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | The Companys fixed assets as of September 30, 2015 and December 31, 2014 are as follows: September 30, 2015 December 31, 2014 Equipment $ 293,275 $ 289,169 Accumulated depreciation (287,388 ) (286,063 ) Total $ 5,887 $ 3,107 Depreciation and amortization expense for the nine months ended September 30, 2015 was $166,137 as compared to $169,405 for the nine-month period ended September 30, 2014. |
INTELLECTUAL PROPERTY
INTELLECTUAL PROPERTY | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTELLECTUAL PROPERTY | During the fiscal year ended December 31, 2014 the Company wrote off the remaining balance of its investment in YogaEarth Group LLC ( YogaEarth Parties Settlement Kaniwa IP Following the execution of the Settlement, the Company filed a patent application with the USPTO for the Kaniwa IP. On December 22, 2014, the USPTO notified the Company that its claims under the Kaniwa IP were not allowed. The Company filed a response with the USPTO on March 23, 2015. In July 2015, the Company received a Notice of Allowance from the USPTO regarding its claims for the Kaniwa IP. The Company anticipates the patent will issue sometime during the fourth quarter of 2015 or early 2016 and will otherwise pursue continuation claims related to the Kaniwa IP. |
NOTE PAYABLES
NOTE PAYABLES | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLES | Notes payable consist of the following as of September 30, 2015 and December 31, 2014: September 30, 2015 December 31, 2014 Revolving line of credit of $3,000,000 from US 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 and May 15, 2015 at an interest rate of 3.0% plus the one-month LIBOR quoted by US Bank from Reuters Screen LIBOR. The line of credit matures May 15, 2016 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 NDS Nutrition Products, Inc. The Company pays interest only on this line of credit. $ 437,089 $ 437,089 Term loan of $2,600,000 from US Bank, dated September 4, 2013, at a fixed interest rate of 3.6%. The term loan amortizes evenly on a monthly basis and matures August 15, 2018. 1,568,270 1,946,830 Total of notes payable and advances 2,005,359 2,383,919 Less current portion (957,976 ) (944,120 ) Long-term portion $ 1,047,383 $ 1,439,799 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2015 | |
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
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | None. |
NET INCOME _ (LOSS) PER SHARE
NET INCOME / (LOSS) PER SHARE | 9 Months Ended |
Sep. 30, 2015 | |
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. The weighted average number of diluted shares of common stock outstanding for the three months ended September 30, 2015 included 8,069,900 shares of common stock, 61,359 shares of common stock issuable upon the exercise of outstanding common stock purchase warrants, and 590,000 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, 2015 and 2014. September 30, 2015 September 30, 2014 Income / (Losses) available for common shareholders $ 383,258 $ 564,079 Basic weighted average common shares outstanding 8,069,900 8,194,812 Basic income / (loss) per share $ 0.05 $ 0.07 Diluted weighted average common shares outstanding 8,721,259 8,598,093 Diluted income / (loss) per share $ 0.04 $ 0.07 Net income / (loss) per share is based upon the weighted average shares of common stock outstanding. |
EQUITY
EQUITY | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
EQUITY | Common and Preferred Stock The Company is authorized to issue 150,000,000 shares of common stock, $0.01 par value, of which 8,002,952 common shares were issued and outstanding as of September 30, 2015. The Company is authorized to issue 10,000,000 shares of preferred stock in the aggregate, which may include up to 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, 2015. As of September 30, 2015, 39,828 shares of common stock were approved for issuance by the Board of Directors, but remain unissued. Options As of September 30, 2015, 590,000 options to purchase common stock of the Company were issued and outstanding, 370,000 of which had an exercise price equal to $2.30 per share, 40,000 of which had an exercise price equal to $2.20 per share, 60,000 of which had an exercise price equal to $1.00 per share, and 120,000 of which had a strike price of $0.90 per share. During the three month period ended September 30, 2015, the Company did not issue options to management, key employees and members of the board of directors, and therefore recorded $0 expense. 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 Companys 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, As of September 30, 2015, 50,000 warrants to purchase common stock of the Company were issued and outstanding, additional information about which is included in the following table: Issued Exercise Price Issuance Date Expiration Date Vesting 25,000 $ 3.000 11/01/13 11/01/16 No 25,000 $ 2.000 11/01/13 11/01/16 No 50,000 Expected Dividend Yield 0.0 % Volatility 40.0 % Weighted average risk free interest rate 0.4 % Weighted average expected life (in years) 1.1 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 arms 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. During the quarter ended September 30, 2015, the Company issued (i) 6,494 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 $10,001 for the fair value of services rendered, and (ii) 33,334 shares of common stock for services rendered by the Chief Executive Officer subject to time-based vesting that vested during the quarter, for which the Company recorded an expense of $57,330. In addition to the foregoing, the Company also repurchased 46,387 shares of common stock during the quarter ended September 30, 2015 for aggregate purchase price, excluding transaction costs, of $73,521. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | The provision (benefit) for income taxes from continued operations for the period ended September 30, 2015 and the year ended December 31, 2014 consist of the following: September 30, December 31, 2015 2014 Current: Federal AMT $ 13,000 $ 24,354 State 58,000 147,000 71,000 171,354 Deferred: Federal $ 246,160 $ 626,280 State - - 246,160 626,280 Change in valuation allowance (246,160 ) (626,280 ) Provision (benefit) for income taxes, net $ 71,000 $ 171,354 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: September 30, December 31, 2015 2014 Net operating loss carryforwards $ 6,385,000 $ 6,602,000 Valuation allowance (5,696,000 ) (5,913,000 ) Deferred income tax asset $ 689,000 $ 689,000 The Company has a net operating loss carryforwards of approximately $18,779,000 for federal purposes available to offset future taxable income through 2032, which expire in various years through 2032, 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 December 31, 2014, changes in previously anticipated expectations and continued operating losses necessitated a valuation allowance against the tax benefits recognized in this quarter and prior quarters since they are no longer more-likely-than-not realizable. Under current tax laws, this valuation allowance will not limit the Companys ability to utilize U.S. federal and state deferred tax assets provided it can generate sufficient future taxable income in the U.S. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | In connection with the consummation of the Merger on September 30, 2015, which became effective on October 1, 2015, the Company issued a total of approximately 2.3 million shares of common stock in exchange for all shares of iSatori. 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. |
SUMMARY OF SIGNIFICANT ACCOUN19
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies Policies | |
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, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. 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, 2014 as filed with the Securities and Exchange Commission as an exhibit to our Annual Report on Form 10-K. |
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 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 RevenueRecognition in Financial Statements |
Accounts Receivable | All of the Companys accounts receivable balance is related to trade receivables which, in the quarter ended September 30, 2015, increased due principally to the transition to GNCs centralized distribution platform. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Companys 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 $30,470 related to bad debt and doubtful accounts during the quarter ended September 30, 2015. |
Allowance for Doubtful Accounts | The determination of collectability of the Companys accounts receivable requires management to make frequent judgments and estimates in order to determine the appropriate amount of allowance needed for doubtful accounts. The Companys 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, 2015, cash and cash equivalents include cash on hand and cash in the bank. |
Inventory | The Companys inventory is carried at the lower of cost or net realizable value using the first-in, first-out ( FIFO |
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: Asset Category Depreciation/Amortization Period Furniture and fixtures 3 Years Office equipment 3 Years Leasehold improvements 5 Years The Company adopted Statement of Financial Accounting Standard ( FASB Goodwill and Other Intangible Assets |
Impairment of Long-Lived Assets | In accordance with ASC Topic 3605, Long-Lived Assets |
Income Taxes | Deferred income taxes are provided based on the provisions of ASC Topic 740, Accounting for Income Taxes, The Company adopted the provisions of FASB Interpretation No. 48 Accounting For Uncertainty In Income Taxes FIN 48 |
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 |
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 Companys 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. |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Summary Of Significant Accounting Policies Tables | |
Property and Equipment | Asset Category Depreciation/Amortization Period Furniture and fixtures 3 Years Office equipment 3 Years Leasehold improvements 5 Years |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventories Tables | |
Inventories | September 30, 2015 December 31, 2014 Finished goods $ 885,766 $ 1,904,950 Components 784,498 379,972 Total $ 1,670,264 $ 2,284,922 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property And Equipment Tables | |
PROPERTY AND EQUIPMENT | September 30, 2015 December 31, 2014 Equipment $ 293,275 $ 289,169 Accumulated depreciation (287,388 ) (286,063 ) Total $ 5,887 $ 3,107 |
NOTE PAYABLES (Tables)
NOTE PAYABLES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Note Payables Tables | |
Notes payable | September 30, 2015 December 31, 2014 Revolving line of credit of $3,000,000 from US 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 and May 15, 2015 at an interest rate of 3.0% plus the one-month LIBOR quoted by US Bank from Reuters Screen LIBOR. The line of credit matures May 15, 2016 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 NDS Nutrition Products, Inc. The Company pays interest only on this line of credit. $ 437,089 $ 437,089 Term loan of $2,600,000 from US Bank, dated September 4, 2013, at a fixed interest rate of 3.6%. The term loan amortizes evenly on a monthly basis and matures August 15, 2018. 1,568,270 1,946,830 Total of notes payable and advances 2,005,359 2,383,919 Less current portion (957,976 ) (944,120 ) Long-term portion $ 1,047,383 $ 1,439,799 |
NET INCOME _ (LOSS) PER SHARE (
NET INCOME / (LOSS) PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Net Income Loss Per Share Tables | |
NET INCOME / (LOSS) PER SHARE | September 30, 2015 September 30, 2014 Income / (Losses) available for common shareholders $ 383,258 $ 564,079 Basic weighted average common shares outstanding 8,069,900 8,194,812 Basic income / (loss) per share $ 0.05 $ 0.07 Diluted weighted average common shares outstanding 8,721,259 8,598,093 Diluted income / (loss) per share $ 0.04 $ 0.07 |
EQUITY (Tables)
EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity Tables | |
Warrants issued and outstanding | Issued Exercise Price Issuance Date Expiration Date Vesting 25,000 $ 3.000 11/01/13 11/01/16 No 25,000 $ 2.000 11/01/13 11/01/16 No 50,000 Expected Dividend Yield 0.0 % Volatility 40.0 % Weighted average risk free interest rate 0.4 % Weighted average expected life (in years) 1.1 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Taxes Tables | |
Provision (benefit) for income taxes | September 30, December 31, 2015 2014 Current: Federal AMT $ 13,000 $ 24,354 State 58,000 147,000 71,000 171,354 Deferred: Federal $ 246,160 $ 626,280 State - - 246,160 626,280 Change in valuation allowance (246,160 ) (626,280 ) Provision (benefit) for income taxes, net $ 71,000 $ 171,354 |
Deferred tax assets | September 30, December 31, 2015 2014 Net operating loss carryforwards $ 6,385,000 $ 6,602,000 Valuation allowance (5,696,000 ) (5,913,000 ) Deferred income tax asset $ 689,000 $ 689,000 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) | 3 Months Ended | 9 Months Ended | 10 Months Ended |
Sep. 30, 2015USD ($)Storesshares | Sep. 30, 2015USD ($)Storesshares | Nov. 10, 2015$ / sharesshares | |
Description of Business | |||
Share repurchase program, authorized repurchase amount | $ | $ 600,000 | $ 600,000 | |
Shares repurchased | 46,387 | 206,187 | |
Share repurchase price per share | $ / shares | $ 1.93 | ||
iSatori [Member] | |||
Description of Business | |||
Date of merger agreement | May 18, 2015 | ||
Effective date of merger | Oct. 30, 2015 | ||
Retail locations | Stores | 25,000 | 25,000 | |
Merger common stock exchange ratio | Each holder of iSatori common stock has the right to receive 0.1732 shares of the Company's common stock for every share of iSatori common stock held on the Closing Date | ||
Note receivable issued | $ | $ 750,000 | ||
Note demand date | Oct. 15, 2015 | ||
Reserve and write offs | $ | $ 1,800,000 | ||
iSatori [Member] | Options Held [Member] | |||
Description of Business | |||
Shares repurchased | 600,000 | ||
Right of refusal shares | 460,988 | ||
Maximum [Member] | |||
Description of Business | |||
Share repurchase program, authorized repurchase amount | $ | $ 50,000 | $ 50,000 | |
Maximum [Member] | iSatori [Member] | |||
Description of Business | |||
Shares issued to shareholders | 2,300,000 |
SUMMARY OF SIGNIFICANT ACCOUN28
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) | 9 Months Ended |
Sep. 30, 2015 | |
Furniture and Fixtures | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 3 years |
Office Equipment | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 3 years |
Leasehold Improvements | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Depreciation/Amortization Period | 5 years |
SUMMARY OF SIGNIFICANT ACCOUN29
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies | ||
Inventory | $ 1,670,264 | $ 2,284,922 |
FDIC Insurance amount | 250,000 | |
Accounts Receivable [Member] | ||
Summary of Significant Accounting Policies | ||
Recovered bad debt and doubtful accounts | $ 30,470 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventories | ||
Finished goods | $ 885,766 | $ 1,904,950 |
Components | 784,498 | 379,972 |
Total | $ 1,670,264 | $ 2,284,922 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
PROPERTY AND EQUIPMENT | ||
Equipment | $ 293,275 | $ 289,169 |
Accumulated depreciation | (287,388) | (286,063) |
Total | $ 5,887 | $ 3,107 |
PROPERTY AND EQUIPMENT (Detai32
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property and Equipment | ||||
Depreciation and amortization expense | $ 55,472 | $ 56,508 | $ 166,137 | $ 169,405 |
INTELLECTUAL PROPERTY (Details
INTELLECTUAL PROPERTY (Details Narrative) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Write off expense | $ 50,000 |
Ownership sold | 50.00% |
Common stock issued in exchange for ownership | $ 84,500 |
Ownership acquired in exchange for common stock | 37.50% |
Fitlife ownership of entity following transaction | 100.00% |
Implied value of IP | $ 220,000 |
Gain on transaction | $ 137,500 |
NOTE PAYABLES (Details)
NOTE PAYABLES (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 | |
Notes payable | |||
Revolving Line of Credit | [1] | $ 437,089 | $ 437,089 |
Term loan | [2] | 1,568,270 | 1,946,830 |
Total of notes payable and advances | 2,005,359 | 2,383,919 | |
Less current portion | (957,976) | (944,120) | |
Long-term portion | $ 1,047,383 | $ 1,439,799 | |
[1] | Revolving line of credit of $3,000,000 from US 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 and May 15, 2015 at an interest rate of 3.0% plus the one-month LIBOR quoted by US Bank from Reuters Screen LIBOR. The line of credit matures May 15, 2016 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 NDS Nutrition Products, Inc. The Company pays interest only on this line of credit. | ||
[2] | Term loan of $2,600,000 from US Bank, dated September 4, 2013, at a fixed interest rate of 3.6%. The term loan amortizes evenly on a monthly basis and matures August 15, 2018. |
NOTE PAYABLES (Details Narrativ
NOTE PAYABLES (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 04, 2013 | |
Note Payables Details | ||
Revolving LOC maximum | $ 3,000,000 | |
Revolving LOC begin date | Apr. 9, 2009 | |
Revolving LOC interest rate | 3.00% | |
Revolving LOC maturity date | May 15, 2016 | |
LOC Covenance | LOC 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 NDS Nutrition Products, Inc. | |
Term loan face amount | $ 2,600,000 | |
Term loan interest rate | 3.60% | |
Term loan maturity date | Aug. 15, 2018 |
NET INCOME _ (LOSS) PER SHARE36
NET INCOME / (LOSS) PER SHARE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
NET INCOME / (LOSS) PER SHARE | ||||
Income / (Losses) available for common shareholders | $ 383,258 | $ 564,079 | ||
Basic weighted average common shares outstanding | 8,069,900 | 8,194,812 | 8,115,436 | 8,174,399 |
Basic income / (loss) per share | $ 0.05 | $ 0.07 | $ 0.07 | $ 0.27 |
Diluted weighted average common shares outstanding | 8,721,259 | 8,598,093 | 8,728,959 | 8,579,715 |
Diluted income / (loss) per share | $ 0.04 | $ 0.07 | $ 0.07 | $ 0.25 |
NET INCOME _ (LOSS) PER SHARE37
NET INCOME / (LOSS) PER SHARE (Details Narrative) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Weighted average number of shares outstanding | 8,721,259 | 8,598,093 | 8,728,959 | 8,579,715 |
Warrant [Member] | ||||
Weighted average number of shares outstanding | 61,359 | |||
Common Stock [Member] | ||||
Weighted average number of shares outstanding | 8,069,900 | |||
Equity Option [Member] | ||||
Weighted average number of shares outstanding | 590,000 |
EQUITY (Details)
EQUITY (Details) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Warrants Issued | 50,000 |
Expected dividend yield | 0.00% |
Volatility | 40.00% |
Weighted average risk free interest rate | 0.40% |
Weighted average expected life (in years) | 1 year 1 month 6 days |
Warrants1member | |
Warrants Issued | 25,000 |
Exercise price | $ / shares | $ 3 |
Issuance Date | Nov. 1, 2013 |
Expiration Date | Nov. 1, 2013 |
Vesting | No |
Warrants2Member | |
Warrants Issued | 25,000 |
Exercise price | $ / shares | $ 2 |
Issuance Date | Nov. 1, 2016 |
Expiration Date | Nov. 1, 2016 |
Vesting | No |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 10 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Nov. 10, 2015 | Dec. 31, 2014 | |
EQUITY | ||||
Authorized common stock | 150,000,000 | 150,000,000 | ||
Common stock, par value | $ 0.01 | $ 0.01 | $ .01 | |
Common Stock, Shares, Issued | 8,002,952 | 8,002,952 | 8,198,516 | |
Common Stock, Shares, Outstanding | 8,002,952 | 8,002,952 | 8,198,516 | |
Authorized preferred stock | 10,000,000 | 10,000,000 | ||
Preferred stock issued | ||||
Preferred stock outstanding | ||||
Common Stock shares subscribed | 39,828 | 39,828 | ||
Options outstanding | 590,000 | 590,000 | ||
Options issued during period | 0 | |||
Option issuance expense | $ 0 | |||
Warrant or right issued and outstanding | 50,000 | 50,000 | ||
Shares repurchased | 46,387 | 206,187 | ||
Aggregate purchase price | $ 73,521 | |||
Director [Member] | ||||
EQUITY | ||||
Shares issued for services | 6,494 | |||
Fair value expense of share based compensation | $ 10,001 | |||
Chief Executive Officer [Member] | ||||
EQUITY | ||||
Shares issued for services | 33,334 | |||
Fair value expense of share based compensation | $ 57,330 | |||
Warrant [Member] | ||||
EQUITY | ||||
Warrant or right issued and outstanding | 50,000 | 50,000 | ||
Volatility duration | 90 days | |||
Volatility rate | 40.00% | |||
Option $2.20 [Member] | ||||
EQUITY | ||||
Options outstanding | 40,000 | 40,000 | ||
Options outstanding, exercise price | $ 2.20 | $ 2.20 | ||
Option $2.30 [Member] | ||||
EQUITY | ||||
Options outstanding | 370,000 | 370,000 | ||
Options outstanding, exercise price | $ 2.30 | $ 2.30 | ||
Option $1.00 [Member] | ||||
EQUITY | ||||
Options outstanding | 60,000 | 60,000 | ||
Options outstanding, exercise price | $ 1 | $ 1 | ||
Option $0.90 [Member] | ||||
EQUITY | ||||
Options outstanding | 120,000 | 120,000 | ||
Options outstanding, exercise price | $ 0.90 | $ 0.90 | ||
Common And Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||
EQUITY | ||||
Common Stock, Shares, Issued | ||||
Common Stock, Shares, Outstanding | ||||
Authorized preferred stock | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.001 | $ 0.001 | ||
Preferred stock issued | ||||
Preferred stock outstanding | ||||
Common And Preferred Stock [Member] | Series B Preferred Stock [Member] | ||||
EQUITY | ||||
Common Stock, Shares, Issued | ||||
Common Stock, Shares, Outstanding | ||||
Authorized preferred stock | 1,000 | 1,000 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Preferred stock issued | ||||
Preferred stock outstanding | ||||
Common And Preferred Stock [Member] | Series C Preferred Stock [Member] | ||||
EQUITY | ||||
Common Stock, Shares, Issued | ||||
Common Stock, Shares, Outstanding | ||||
Authorized preferred stock | 500 | 500 | ||
Preferred stock, par value | $ 0.01 | $ 0.01 | ||
Preferred stock issued | ||||
Preferred stock outstanding |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Current income tax provision | |||||
Federal AMT | $ 13,000 | $ 24,354 | |||
State | 58,000 | 147,000 | |||
Total current income tax provision | 71,000 | 171,354 | |||
Deferred income tax provision | |||||
Federal | $ 246,160 | $ 626,280 | |||
State | |||||
Total deferred income tax provision | $ 246,160 | $ 626,280 | |||
Change in valuation allowance | (246,160) | (626,280) | |||
Provision (benefit) for income taxes, net | $ 41,242 | $ 53,000 | $ 71,000 | $ 215,771 | $ 171,354 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Income Taxes Details 1 | ||
Net operating loss carryforwards | $ 6,385,000 | $ 6,602,000 |
Valuation allowance | (5,696,000) | (5,913,000) |
Deferred income tax asset | $ 689,000 | $ 689,000 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) | Sep. 30, 2015USD ($) |
Income Taxes | |
Net operating loss carryforwards, Federal | $ 18,779,000 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) | 1 Months Ended |
Sep. 30, 2015shares | |
Subsequent Events [Abstract] | |
Shares of stock issued in merger | 2,300,000 |