Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Summary of Significant Accounting Policies | ' |
Note 1 - Summary of Significant Accounting Policies |
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Organization and Nature of Business, and Basis of Presentation |
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iSatori, Inc (the “Company”) was incorporated under the laws of the state of Delaware on June 29, 2012 as the renamed and surviving entity of a “short form” merger under §253 of the Delaware General Corporation Law. Prior, non-public operating companies date back to their initial founding in the state of Colorado in 2004. Effective for periods following consummation of the “short form” merger, the Company’s financial statements reflect the accounts of the surviving entity only, and as such are no longer “consolidated” for purposes of presentation in this Form 10-Q. The trading symbol of the Company on OTCBB is “IFIT”. |
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The Company is engaged in researching, designing, developing, contracting for the manufacture, marketing, selling and distributing of various nutritional and dietary supplement products for the general nutrition market. The “general nutrition market” may include such activities as body-building, physique enhancement (increase of lean body mass and decrease in fat mass) and enhanced athletic performance through increased strength and/or endurance and proper nutrition. |
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The Company does engage from time to time in funding of clinical studies with the objective of discovering and/or validating claims of new, efficacious products for the Company’s relevant market as well as providing necessary and appropriate substantiation for any claims which the Company may use in its marketing and advertising. The Company markets products which are under its control and which are in some way proprietary to the Company. Some of the Company’s products are the subject of trademarks owned by the Company. |
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Unaudited Interim Financial Information |
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The accompanying interim condensed financial statements have been prepared in accordance with our accounting practices described in our audited financial statements for the year ended December 31, 2013, and are unaudited. The unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and accompanying notes for the year ended December 31, 2013. The accompanying interim condensed financial statements are presented in accordance with the rules and regulations of the Securities and Exchange Commission and, accordingly, do not include all the disclosures required by generally accepted accounting principles in the United States (“U.S. GAAP”) with respect to annual financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals that are considered necessary for a fair presentation of the interim financial information, have been included. However, operating results for the periods presented are not necessarily indicative of the results that may be expected for a full year. |
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Financial Instruments |
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The Company considers all highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. Accordingly, cash and cash equivalents consist of petty cash, checking accounts and money market funds. |
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At March 31, 2014 and December 31, 2013, the financial instruments of the Company consisted principally of cash and cash equivalents, receivables, accounts payable, certain accrued liabilities and long-term debt. The carrying amount of cash and cash equivalents, receivables, accounts payable and accrued liabilities approximates their fair value because of the short maturity of these instruments. The actual and estimated fair values, respectively, of the Company’s financial instruments are as follows: |
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| 31-Mar-14 | | 31-Dec-13 |
| Carrying | | Fair Value | | Carrying | | Fair Value |
Amount | Amount |
Cash and cash equivalents | $ | 1,219,678 | | $ | 1,219,678 | | $ | 822,876 | | $ | 822,876 |
Receivables | $ | 1,931,026 | | $ | 1,931,026 | | $ | 2,398,178 | | $ | 2,398,178 |
Accounts Payable | $ | 976,943 | | $ | 976,943 | | $ | 1,248,490 | | $ | 1,248,490 |
Derivative Liability | $ | 470,292 | | $ | 470,292 | | $ | 471,015 | | $ | 471,015 |
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Trade Receivables and Credit Policy |
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Trade receivables are uncollateralized customer obligations due under normal trade terms requiring payment generally within 10-60 days from the invoice date. Accounts are considered delinquent when outstanding for more than 7 days past due date. The Company does not have a policy of accruing interest on past due accounts. Payments on trade receivables are applied as instructed per the customer, or to the earliest unpaid invoices. The allowance for doubtful accounts represents an estimate of amounts considered uncollectible and is determined based on management’s historical collection experience, adverse situations that may affect the customer’s ability to repay, and prevailing economic conditions. Specific accounts deemed uncollectible are written off periodically with subsequent receipts on previously written off accounts credited to bad debt expense. The allowance for doubtful accounts is $0 for each of the periods ended March 31, 2014 and December 31, 2013. Receivables at each of the below respective periods consisted of the following: |
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| March 31, | | December 31, | | | | | | |
2014 | 2013 | | | | | | |
Trade Receivables | $ | 1,891,269 | | $ | 2,323,522 | | | | | | |
Other | $ | 39,757 | | $ | 74,656 | | | | | | |
Allowance for doubtful accounts | $ | 0 | | $ | 0 | | | | | | |
Totals | $ | 1,931,026 | | $ | 2,398,178 | | | | | | |
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In addition, the Company has recorded an allowance for customer returns in the amount of approximately $70,000 at March 31, 2014 and December 31, 2013 in accrued expenses. |
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Inventory Valuation |
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Inventories of nutritional and dietary supplements are stated at lower of cost or market on a first-in, first-out (FIFO) basis as noted below: |
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| March 31, | | December 31, | | | | | | |
2014 | 2013 | | | | | | |
Labels and packaging | $ | 166,196 | | $ | 120,057 | | | | | | |
Raw materials | $ | 110,612 | | $ | 207,320 | | | | | | |
Finished goods | $ | 2,010,395 | | $ | 1,658,387 | | | | | | |
Totals | $ | 2,287,203 | | $ | 1,985,764 | | | | | | |
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Note Receivable |
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The predecessor company disposed of a dormant product line of vitamins in December 2010. As part of the consideration in this divestiture, the Company received from the purchaser of this product line an unsecured note in the amount of $170,000. The original note was due to be repaid on or before March 2014, where interest accrued principally at an annual rate of 5%, based upon the initial $170,000 principal and was payable monthly. As of March 31, 2013, the note was novated and a new promissory note was issued to reflect a modification in the payment terms, which includes no interest. The total note receivable balance at March 31, 2014 was $92,040, and is due to be repaid on or before May 1, 2017. |
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Revenue Recognition |
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The Company operates predominantly as a distributor of its dietary supplement products through traditional large retailers and electronic intermediaries. Revenue from product sales is recognized upon transfer of title to the Company’s product to its customers. Net sales represent product sales less actual returns, allowances, discounts, and promotions. Sales to direct customers have an unconditional money back guarantee for thirty to sixty days after the date of purchase. Sales to several of the retail customers carry a “Sale or Return” Purchase agreement per contract, where if minimum sales thresholds are not met within required timeframe, the inventory will be returned to the Company for full credit. Other retail customers receive a percentage discount from invoice to cover any customer returns or damages they may incur. Returns, allowances and discounts, and promotions were $510,734 and $715,030 for the three month period ended March 31, 2014 and 2013, respectively. |
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In addition, the Company provides allowances for sales returns based upon estimated and known returns. Product returns are recorded as a reduction of net revenues and as a reduction of the accounts receivable balance. |
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The Company receives other revenues which include but are not limited to shipping and handling charges billed to customers. |
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The Company has recorded $239,624 as of March 31, 2014 in deferred revenue as a liability pertaining to inventory sold under consignment terms, but has been paid for by the customer. |
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Cost of Sales |
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The Company purchases its products directly from third party manufacturers. The Company’s cost of sales include product costs, cost of warehousing and distribution. Included in the cost of sales are shipping and handling costs that are incurred by the Company. |
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Income Taxes |
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The Company utilizes the asset and liability method of accounting for income taxes. Under this asset and liability method, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities, and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. See Note 4, “Income Taxes”. |
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Since 2012 was the Company’s initial tax year, there are no prior federal or state tax returns subject to examination. Accordingly, the only taxable periods subject to examination by federal and state taxing authorities are the periods ended December 31, 2013 and 2012. Federal and state tax returns for the Company prior to the short form merger are open for the period ended December 31, 2011. |
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Leases |
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The Company leases its headquarters facility, comprising approximately 10,044 square feet, in Golden (metropolitan Denver), Colorado. The total rent expense for each of the three month periods ended March 31, 2014 and 2013, was $20,716. The lease term expires January 31, 2017 and requires equal monthly payments over the remaining term. Future payments under the lease total $234,779. The Company also leases miscellaneous office and warehouse equipment. In most cases, management expects that in the normal course of business these leases will be renewed or replaced by other leases as applicable. |
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Fair Value Measurements |
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ASC 820-10 establishes a framework for measuring the fair value of assets and liabilities and requires additional disclosure about fair value measurements. ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in the principal (or most advantageous market) for the asset or liability in an orderly transaction between market participants at the measure date. |
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The Company has a number of financial instruments, including cash, receivables, inventory, payables and debt obligations. The Company has issued warrants which are measured at fair value on a recurring basis. The Company estimates that the fair value of these financial instruments does not materially differ from the respective reported balance sheet amounts. |
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Marketing |
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The Company expenses all production costs related to advertising costs as they are incurred, including print and television when the advertisement has been broadcast or otherwise distributed. The Company records website costs related to its direct-to-consumer advertisements in accordance with FASB ASC 340-20 “Capitalized Advertising Costs”. In accordance with FASB ASC 340-20, direct response advertising costs incurred should be reported as assets and should be amortized over the estimated period of the benefits, based on the proportion of current period revenue from the advertisements to probable future revenue. As of March 31, 2014 and December 31, 2013, the Company had deferred $3,060 and $7,651 respectively, related to such advertising costs. This amount is included in Deposits and other assets and is being amortized over a one year period, the estimated time frame to which the existing commercial will be used. For the three month period ended March 31, 2014 and 2013, marketing expenses totaled $627,423 and $145,733, respectively. |
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Research and Development Costs |
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Research and development costs are expensed when incurred. Research and development costs of $6,424 and $59,810 for the three month period ended March 31, 2014 and 2013, respectively, are included in selling and marketing expense. |
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Distribution, Shipping and Handling Costs |
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Shipping costs on purchases and shipping and handling fees related to sales charged to customers are both included in cost of sales. As mentioned in Revenue Recognition, shipping and handling revenue billed customers are reflected in other revenues. |
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Concentration of Credit Risk |
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Financial instruments that potentially subject the Company to concentration of credit risk consist principally of temporary cash investments and trade accounts receivables. Concentrations of credit with respect to trade receivables are limited due to the large number of customers comprising the Company’s customer bases and their dispersion across different geographic locations. |
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The Company maintains cash balances at one financial institution located in Colorado and one in California. Accounts at these institutions are insured by the Federal Deposit Insurance Corporation (FDIC) up to $250,000 per account. At times during the year, the Company’s bank balances have exceeded the FDIC limit. Management believes the risk of loss at such institutions to be minimal. |
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During the three month period ended March 31, 2014, sales to three customers made up 67% of total product revenue, with each customer representing greater than 10% of product revenue on an individual basis. These customers’ combined accounts receivable balances were 77% of total accounts receivable at March 31, 2014. During the three month period ended March 31, 2013, sales to four customers made up 70% of total product revenue, with each customer representing greater than 10% of product revenue on an individual basis. These customers’ combined accounts receivable balances were 73% of total accounts receivable as of March 31, 2013. During the three month period ended March 31, 2014, purchases from three vendors made up 69% of total inventory purchases. These vendors’ combined accounts payable balances were 71% of total accounts payable as of March 31, 2014. During the three month period ended March 31, 2013, purchases from two vendors made up 83% of total inventory purchases. These vendors’ combined accounts payable balances were 38% of total accounts payable as of March 31, 2013. |
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Use of Estimates |
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The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include but are not limited to the fair value determination of derivative instruments, the valuation allowance with respect to estimated utilization of net operating losses, estimated allowances for sales returns and collectability of notes receivable. |
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Earnings (Loss) Per Share |
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Net earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. |
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Since the Company reflected a net loss for the three month period ended March 31 2013, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. |
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The Company has the following common stock equivalents as of March 31, 2014 and 2013: |
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| | 2014 | | 2013 | | | | | | | |
Stock options (exercise price – $0.573-$2.50/share) | | 713,479 | | 754,696 | | | | | | | |
Warrants (exercise price – $0.001-$2.25/share) | | 1,544,204 | | 602,513 | | | | | | | |
Total common stock equivalents | | 14,546,736 | | 13,735,804 | | | | | | | |
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