FORM 10-Q

 

SECURITIES AND EXCHANGE COMMISSION

 

WASHINGTON, DC 20549

 

x    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For Quarter Ended June 30, 2014

 

OR

 

¨    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _______ to _______

 

Commission file number 0-3338

 

INERGETICS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

	Delaware	22-1558317
	(State or other Jurisdiction of	(IRS Employer
	Incorporation or Organization)	Identification No.)

 

550 Broad Street, Suite 1212, Newark, NJ 07102

(Address of Principal Executive Office)  (Zip Code)

 

(908) 604-2500

(Registrant’s telephone number including area code)

 

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes   x            No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes   x            No ¨

 

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

 

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  ¨ No   x   

 

As of August 6, 2014, 89,353,268 shares of Common Stock, $0.001 par value.

 

 

INERGETICS, INC. AND SUBSIDIARY

 

INDEX

 

	Page
	Number
PART  1  -  FINANCIAL INFORMATION
Item 1 Financial Statements (unaudited):
Condensed Consolidated Balance Sheets - June 30, 2014 and December 31, 2013	3
Condensed Consolidated Statements of Operations - Three and Six months ended June 30, 2014 and 2013	4
Condensed Consolidated Statements of Cash Flows - Six months ended June 30, 2014 and 2013	5
Notes to Condensed Consolidated Financial Statements	6 – 14
Item 2 Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3 Quantitative and Qualitative Disclosures about Market Risk	18
Item 4 Controls and Procedures	18
PART II  -  OTHER INFORMATION	18
Item 1  Legal Proceedings	18
Item 1A. Risk Factors	19
Item 2  Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3  Defaults Upon Senior Securities	19
Item 4  Mine Safety Disclosures	19
Item 5  Other Information	19
Item 6  Exhibits	19
SIGNATURES	20

 

 

PART I - Item 1

 

INERGETICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

		June 30,				December 31,
		2014				2013
Assets
Current Assets:
Cash		$	15,313			$	106,773
Accounts receivable, net			583,297				472,297
Receivable from the Technology Business Tax Certificate Transfer Program			-				3,357,144
Deferred cost of goods sold			493,539				569,036
Inventories, net			972,526				420,186
Prepaid expenses			462,849				447,355
Total Current Assets			2,527,524				5,372,791
Patents and intangible assets, net			148,603				149,391
Goodwill			135,000				135,000
Deposits			201,099				421,191
Total Assets		$	3,012,226			$	6,078,373
Liabilities and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses		$	3,551,849			$	5,089,488
Deferred Revenue			1,075,182				1,269,470
Obligations to be settled in stock			849,433				699,085
Derivative liability			790,000				318,000
Short-term debt, net of unamortized debt discount			2,403,645				1,276,358
Short-term debt to affiliates, net of unamortized debt discount			3,756,709				2,843,728
Total Current Liabilities			12,426,818				11,496,129
Long-term debt			259,479				103,912
Long-term debt, net to affiliates			-				1,425,522
			12,686,297				13,025,563
Commitments and Contingencies
Preferred stock, Convertible Series G, authorized 400,000 par $1, stated Value $50: 215,281 and 198,074 shares issued and outstanding			9,092,217				8,743,284
Stockholders’ Deficit
Preferred stock:
Convertible Series B, par value $2; 65,141 shares issued and outstanding			130,282				130,282
Cumulative Series C, par value $1; 64,763 shares issued and outstanding			64,763				64,763
Convertible Series D, par value $1; 0 shares issued and outstanding			-				-
Convertible Series E, par value$1; 0 shares issued and outstanding			-				-
Convertible Series F, par value $1; 0 shares issued and outstanding			-				-
Common stock, par value $0.001; authorized 2,000,000,000 shares; issued and outstanding 82,295,000 and 62,461,448 shares, respectively			82,295				62,462
Additional paid-in capital			71,463,122				68,789,021
Accumulated Deficit			(90,506,750	)			(84,737,002	)
Total Stockholders’ Deficit			(18,766,288	)			(15,690,474	)
Total Liabilities and Stockholders’ Deficit		$	3,012,226			$	6,078,373

  

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

 

 

INERGETICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2014				2013				2014				2013
Total Revenues		$	523,615			$	66,667			$	1,003,417			$	73,442
Cost of Goods Sold			310,437				50,475				673,040				55,245
Gross Profit			213,178				16,192				330,377				18,197
Research and development			8,521				-				12,929				-
Selling, general and administrative expense			1,555,511				866,787				4,696,231				2,258,683
Total operating expenses			1,564,032				866,787				4,709,160				2,258,683
Loss from Operations			(1,350,854	)			(850,595	)			(4,378,783	)			(2,240,486	)
Other Income (Expense)
Amortization of debt discount			(35,650	)			(45,078	)			(169,003	)			(82,132	)
Gain on extinguishment of debt			2,787				46,978				18,378				46,978
Gain (loss) on fair market valuation of derivatives			542,000				35,000				(472,000	)			(36,000	)
Interest and financing cost, net			(400,970	)			(118,502	)			(768,340	)			(199,309	)
Total Other Income (Expense)			108,167				(81,602	)			(1,390,965	)			(270,463	)
Loss before Provision for Income taxes			(1,242,687	)			(932,197	)			(5,769,748	)			(2,510,949	)
State taxes			-				(500	)			-				(3,999	)
Net Loss			(1,242,687	)			(932,697	)			(5,769,748	)			(2,514,948	)
Preferred Dividend			(321,525	)			(302,000	)			(579,963	)			(743,900	)
Net Loss applicable to common shareholders		$	(1,564,212	)		$	(1,234,697	)		$	(6,349,711	)		$	(3,258,848	)
Net Loss per Common Share - Basic and Diluted		$	(0.02	)		$	(0.02	)		$	(0.09	)		$	(0.06	)
Weighted Average Number of common shares outstanding - Basic and Diluted			78,183,619				53,022,927				71,135,031				50,657,324

 

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

 

  

INERGETICS, INC. AND SUBSIDIARY

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		For the Six Months Ended June 30,
		2014				2013
Cash Flows from Operating Activities
Net Loss		$	(5,769,746	)		$	(2,514,948	)
Adjustments to Reconcile Net Loss to
Net Cash Used In Operations
Loss on fair market valuation of derivatives			472,000				36,000
Depreciation and amortization			788				763
Common Stock issued for financing expenses			17,365				-
Preferred Stock issued for financing expenses			262,418				-
Common Stock issued for services			199,609				59,500
Common stock issued for compensation			1,332,883				450,600
Amortization of Prepaid expenses paid for in stock			-				-
Gain on extinguishment of debt			(18,378	)			(46,978	)
Accretion of debt discount			169,003				82,132
Changes in Assets and Liabilities
(Increase) in accounts receivable			(111,000	)			(55,971	)
Decrease in receivable from Technology Business Tax Certificate Transfer Program			3,357,144				2,209,715
(Increase) in inventories			(552,340	)			(138,297	)
Decrease in deferred cost of goods sold			75,497				-
(Increase) Decrease in prepaid expenses			(215,103	)			22,073
(Increase) in note receivable			-				(5,128	)
(Increase) of intangible assets			-				(41,000	)
(Increase) Decrease in deposits			220,092				(4,666	)
(Decrease) in accounts payable and accrued expenses			(304,434	)			22,572
(Decrease) in customer deposits			-				(39,970	)
(Decrease) in deferred revenue			(194,288	)			-
Net Cash (Used in) Provided by Operating Activities			(1,058,490	)			36,397
Cash Flows from Investing Activities
Acquisition of business			-				(75,000	)
Net Cash Provide by Investing Activities			-				(75,000	)
Cash Flows from Financing Activities
Proceeds from debt			1.495,030				1,203,090
Repayment of debt			(528,000	)			-
Net Cash Used in Financing Activities			967.030				31,568
Net Decrease in Cash			(91,460	)			(7,035	)
Cash at beginning of period			106,773				8,846
Cash at end of period		$	15,313			$	1,811
Supplemental Disclosure of Cash Flow information:
Cash paid during the period for:
Interest Expense		$	213,621			$	85,575
Income Taxes		$	-			$	3,999
Non-cash
Common Stock issued for prepaid services (1,850,000 shares)		$	399,163			$	-
Issuance of G shares as Preferred dividend (9,851 and 14,878 shares)		$	579,963			$	743,900
Change in liability of stock to be Issued		$	150,348			$	333,863
Issuance of G shares for Business Acquisition		$	-			$	140,000

 

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

 

 

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Organization

 

On March 15, 2010 the Company changed its name to Inergetics, Inc. Inergetics, Inc. (the Company or "Inergetics"), formerly Millennium Biotechnologies Group, Inc., is a holding company for its subsidiary Millennium Biotechnologies, Inc. ("Millennium").

 

Millennium was incorporated in the State of Delaware on November 9, 2000 and is located in New Jersey.  Millennium is a research based bio-nutraceutical corporation involved in the field of nutritional science.  Millennium’s principal source of revenue is from sales of its nutraceutical supplements, Resurgex Select® and Resurgex Essential™ and Resurgex Essential Plus™ which serve as a nutritional support for immuno-compromised individuals undergoing medical treatment for chronic debilitating diseases. Millennium has developed Surgex for the sport nutritional market. The Company acquired Bikini Ready®, a leader in weight loss lifestyle solutions and SlimTrim™, the affordable, premium value diet brand. The Company has a licensing agreement to sell the Martha Stewart Essentials line of supplements.   The Company’s efforts going forward will focus on sales of Martha Stewart Essentials™ line of supplements, Surgex in powder and pill forms as well as powder and pills for Bikini Ready and pills for SlimTrim.

 

The accompanying unaudited condensed consolidated financial statements include the accounts of Inergetics, Inc. and its subsidiary. These condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Certain information in footnote disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America has been condensed or omitted pursuant to such principles and the financial results for the periods presented may not be indicative of the full year’s results. The Company believes that the disclosures are adequate to make the information presented not misleading. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair presentation have been included. These condensed consolidated financial statements should be read in conjunction with the December 31, 2013 audited financial statements and the accompanying notes thereto filed with the Securities and Exchange Commission on Form 10-K.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiary and are prepared in accordance with accounting principles generally accepted in the United States. All significant inter-company transactions and balances have been eliminated.

 

Certain information in footnote disclosure normally included in the financial statements have been condensed or omitted and the financial statements might not be indicative of a full year’s results. The Company believes the disclosures are adequate to make the information presented not misleading.

 

The financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the fiscal year-ended December 31, 2013 included in the Company’s Annual Report on Form 10-K filed on March 31, 2014.

 

Use of Estimates

 

The preparation of the financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of 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.

 

 

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

  

Goodwill

 

Goodwill and other acquired intangible assets with indefinite lives are not amortized, but are tested for impairment annually and when an event occurs or circumstances change such that it is more likely than not that an impairment may exist. Our annual testing date is December 31. We test goodwill for impairment by first comparing the carrying value of net assets to the fair value of the related operations. If the fair value is determined to be less than carrying value, a second step is performed to compute the amount of the impairment. In this process, a fair value for goodwill is estimated, based in part on the fair value of the operations, and is compared to its carrying value. The shortfall of the fair value below carrying value represents the amount of goodwill impairment. Intangibles consist of brand and trade names acquired in business combinations. We test these intangibles for impairment by comparing their carrying value to current projections of discounted cash flows attributable to the brand and trade names. Any excess carrying value over the amount of discounted cash flows represents the amount of the impairment.

   

Revenue Recognition

 

Revenue is recognized net of discounts, rebates, promotional adjustments, price adjustments and estimated returns and upon transfer of title and risk to the customer which occurs at shipping (F.O.B. terms).   Upon shipment to various customers when all performance obligations are met and collectability is reasonably assured revenue is recognized.   Upon shipment to specific customers with the right of return the Company defers revenues as returns are not reasonably estimable.   As of June 30, 2014 and December 31, 2013, deferred revenue totaled $1,075,182 and $1,269,470, respectively.

 

Deferred Revenue and Deferred Cost of Goods Sold

 

Deferred revenue consists substantially of amounts billed or payments received in advance of revenue recognition. Deferred cost of goods sold as of June 30, 2014 and December 31, 2013 of $493,539 and $569,036, respectively, related to deferred product revenues includes direct product costs. Once all revenue recognition criteria have been met, the deferred revenues and associated cost of goods sold are recognized.

  

Income Taxes

 

The Company provides for income taxes based on enacted tax law and statutory tax rates at which items of income and expenses are expected to be settled in the Company’s income tax return. Certain items of revenue and expense are reported for Federal income tax purposes in different periods than for financial reporting purposes, thereby resulting in deferred income taxes. Deferred taxes are also recognized for operating losses that are available to offset future taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

  

 

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Continued

 

Loss Per Common Share

 

Net loss per share, in accordance with the provisions of ASC 260, “Earnings Per Share” is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Common Stock equivalents have not been included in this computation since the effect would be anti-dilutive. During a loss period, the effect of the potential exercise of stock options, warrants, convertible preferred stock and convertible debt are not considered in the diluted income (loss) per share calculation since the effect would be anti-dilutive.

  

Fair Value of Financial Instruments

 

For financial instruments including cash, accounts receivable, prepaid expenses, debt, accounts payable and accrued expenses, the carrying values approximated their fair value.

 

Fair value estimates are made at a specific point in time, based on relevant market information and information about the financial statement. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

    

2 . GOING CONCERN AND LIQUIDITY ISSUES

 

The Company’s future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing.  Management believes they can raise the appropriate funds needed to support their business plan and develop an operating company which is cash flow positive.

 

However, the Company has a working capital deficit, significant debt outstanding, incurred substantial net losses for the six months ended June 30, 2014 and 2013 and has accumulated a deficit of approximately $91 million at June 30, 2014. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.

 

The condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

  

 

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

3.	CONCENTRATIONS OF BUSINESS AND CREDIT RISK

 

The Company maintains cash balances in several financial institutions which are insured by the Federal Deposit Insurance Corporation up to certain federal limitations.

 

The Company provides credit in the normal course of business to customers located throughout the U. S. The Company performs ongoing credit evaluations of its customers and maintains allowances for doubtful accounts based on factors surrounding the credit risk of specific customers, historical trends, and other information.

  

 

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

4.

INVENTORIES

 

Inventories are stated at the lower of cost or market on a first in, first out basis. Inventories consist of work-in-process, raw materials, finished goods, and packaging for the Company’s Martha Stewart Essentials, SURGEX®, RESURGEX ESSENTIAL ®, Bikini Ready® and SlimTrim™ product lines. Inventories consist of the following:

 

		June 30,				December 31,
		2014				2013
Finished Goods		$	912,574			$	378,472
Packaging			59,952				41,714
			972,526				420,186
Less: Reserve for obsolescence			-				-
Total		$	972,526			$	420,186

 

5.

PREPAID EXPENSES

 

Prepaid expenses are for services that have been paid in advance primarily with stock that are amortized over the life of the contract. The agreements pertain to pricing structure, distribution, warehousing, inventory management, financial advisory services, pro athlete endorsements and licensing agreements.

   

6.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 

Accounts payable and accrued expenses consisted of the following:

 

		June 30,				December 31,
		2014				2013
Accounts payable		$	2,567,449			$	2,866,017
Owed to officer			30,650				16,088
Accrued interest			453,827				1,016,584
Accrued rent expense			135,874				135,874
Accrued salaries, bonuses and payroll taxes			113,615				824,492
Accrued professional fees			250,434				230,433
		$	3,551,849			$	5,089,488

 

 

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

7.

SHORT TERM DEBT, NET OF DEBT DISCOUNT

 

In the first Six months of 2014, the Company realized gross proceeds of $1,495,030 in new cash. Proceeds from the sale of its 12% to 15.0% twelve month Unsecured Convertible Notes and Unsecured Notes, in the aggregate original principal amount of $1,495,030 (the “Notes”) to accredited investors (the “Investors”).  Interest on the outstanding principal balance of the Notes is payable upon maturity of the note. For the convertible notes, the outstanding principal balance of the Notes and all accrued but unpaid interest thereon may be converted at any time at the option of each Investor into shares of Common Stock at the Conversion Price of $ .20 per share.  The Company may prepay the Notes at any time without penalty to the Investors.

 

Unsecured Notes, net debt discount, consist of the following:

 

		June 30,				December 31,
		2014				2013
Unsecured Convertible Notes		$	2,739,271			$	1,450,333
Debt discount			(76,147	)			(70,063	)
			2,663,124				1,380,270
Less long term portion			259,479				103,912
Short term portion		$	2,403,645			$	1,276,358

 

The Company committed to issue 561,918 shares of common stock for origination fees during the Six months ended June 30, 2014 and recorded a debt discount of $ 77,207.

 

Gain on Troubled Debt Restructuring

 

2014 Modification of Debt

The following debt instruments were modified in 2014. The modification of debt included the addition of a conversion feature therefore requiring the Company to record the transaction in accordance with ASC 470 “Debt” modification of debt accounting.

 

At December 31, 2013, the Company had promissory notes issued to one affiliated investor with an outstanding balance of $2,000,000, which were due on demand. During January 2014, the Company reached an agreement with the investor to extend the debt for twelve months. At the date of extension, the new debt payable was $2,000,000. The new debt incurred origination fees paid through the issuance of Series G preferred stock valued at $232,500, resulting in an adjustment to Stockholders’ Deficit.

 

At December 31, 2013, the Company had promissory notes issued to three accredited investors with an outstanding balance of $249,535, which were due on demand. During January 2014, the Company reached an agreement with the investors to extend the debt for six to twelve months. At the date of extension, the debt payable was $249,535. The fair value of the new debt is $223,548. The conversion rate on the new convertible note is $0.20 per share of common stock. As of June 30, 2014 the loss on debt modification of $25,987 has been included in the Statement of Operations. The loss incurred with debt restructuring approximates $0.00 per share.

 

At December 31, 2013, the Company had Notes issued to six accredited investors with an outstanding principal and interest balance of $465,872, which were due on demand. In the six months ended June 30, 2014, the Company reached an agreement with the investors to convert into 1,336,918 shares of common stock plus $43,725 in cash as full settlement. The debt and accrued interest was valued at $506,801 which exceeded the fair market value of the common stock and cash by $18,378. The difference resulted in a gain on troubled debt restructuring of $18,378 has been included in the Statement of Operations in the six months ended June 30, 2014. The gain incurred with debt restructuring approximates $0.00 per share.

  

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

   

8.

SHORT TERM DEBT – RELATED PARTIES, NET OF DEBT DISCOUNT

 

In the Six months ended June 30, 2014, the Company realized gross proceeds of $ 1,085,030, from the sale of its 12.0 % six month Unsecured Convertible Notes and Secured Promissory Notes, in the aggregate original principal amount of $100,000 (the “Notes”) to an accredited investor (the “Investor”).  Interest on the outstanding principal balance of the Notes is payable upon maturity of the note. The Company may prepay the Notes at any time without penalty to the Investors.

 

The Company issued 125,000 shares of common stock for origination fees during the Six months ended June 30, 2014, in connection with this debt and recorded a debt discount of $26,740.

  

9.

FAIR VALUE MEASUREMENTS

  

The following table represents the fair value hierarchy for those financial assets measured at fair value on a recurring basis

 

		Fair Value at
		June 30,				Fair Value Measurement Using
		2014				Level 1				Level 2				Level 3
Derivative liability – Conversion Feature		$	790,000				-				-			$	790,000
		$	790,000				-				-			$	790,000

  

		Fair Value at
		December 31,				Fair Value Measurement Using
		2013				Level 1				Level 2				Level 3
Derivative liability – Conversion Feature		$	318,000				-				-			$	318,000
		$	318,000				-				-			$	318,000

  

 

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

FAIR VALUE MEASUREMENTS, Continued

 

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities (Derivative liability – Conversion Feature) for the Six months ended June 30, 2014:

 

		June 30,
		2014
Balance at December 31, 2013		$	318,000
Derivative converted into Equity			(8,000	)
Change in fair market value of Conversion Feature			480,000
Balance at June 30, 2014		$	790,000

 

10.

WARRANTS

 

Warrant activity for the six months ended June 30, 2014 is as follows:

 

						Weighted
						Average				Remaining				Aggregate
		Number of				Exercise				Contractual Term In				Intrinsic
		Warrants				Price				Months				Value
Outstanding at December 31, 2013			19,323,406			$	0.200				63			$	300,000
Granted			-				-				-				-
Exercised			(531,262	)			0.104				-				-
Expired or cancelled			-				-				-				-
Outstanding and exercisable at June 30, 2014			18,792,144			$	0.197				8-88			$	-

 

11.

COMMITMENTS AND CONTINGENCIES

 

The Company entered into a license agreement with minimum royalty payments totaling $ 1,800,000, $ 2,100,000, $ 2,700,000, $ 3,200,000 and $ 3,800,000 for each of the years ended 2014, 2015, 2016, 2017 and 2018, respectively. $1,350,000 was paid as of June 30, 2014 and recorded in prepaid expenses.

 

 

INERGETICS, INC. AND SUBSIDIARY

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

12.	SUBSEQUENT EVENTS

 

During the third quarter, the Company was not able to make the payment that was due July 1, 2014 to Martha Stewart Living Omnimedia pursuant to our license agreement. While we are in discussions to work out terms of payment, we most likely will need to raise additional funds to meet our obligations under the license agreement.

 

During the third quarter of 2013 the Company received $1,000,000 net proceeds and issued a 12% secured subordinated convertible promissory note to the Investor in the principal amount of $1,500,000 (the “Note”) and a Common Stock Purchase Warrant (the “Warrant”) to purchase 2,500,000 shares of the Company’s Common Stock (the “Common Stock”). Principal and interest (at the rate of 12% per annum) is due and payable under the Note on July 14, 2015. If the Company files a registration statement with the Securities and Exchange Commission (the SEC”) covering the resale of the shares of Common Stock issuable upon conversion of the Note and exercise of the Warrant on or before 45 days after July 14, 2014, the principal amount of the Note shall be reduced by $200,000, and if the registration statement is declared effective by the SEC within 120 days of July 14, 2014, the principal amount of the Notes shall be further reduced by $300,000. Principal and accrued but unpaid interest is convertible into shares of the Company’s Common Stock at a price (the “Conversion Price”) equal the lesser (i) $0.35 per share, or (ii) 62% of the lowest trading price of the Common Stock as quoted by Bloomberg L.P. for the ten trading days immediately preceding the date of conversion (subject to adjustments as provided in the Note). However, in no event shall the Conversion Price be less than $0.031 per share (the “Floor Price”). The Company filed a registration statement with the Securities and Exchange Commission on August 1, 2014, reducing the principal amount by $200,000 to $1,300,000.

 

 

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Statement Pursuant To "Safe Harbor" Provisions Of Section 21e Of The Securities Exchange Act Of 1934

 

Except for historical information, the Company's reports to the Securities and Exchange Commission on Form 10-K and Form 10-Q and periodic press releases, as well as other public documents and statements, contain "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by the statements. These risks and uncertainties include general economic and business conditions, development and market acceptance of the Company's products, current dependence on the willingness of investors to continue to fund operations of the Company and other risks and uncertainties identified in the risk factors discussed below and in the Company's other reports to the Securities and Exchange Commission, periodic press releases, or other public documents or statements.

 

Readers are cautioned not to place undue reliance on forward-looking statements. The Company undertakes no obligation to republish or revise forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrences of unanticipated events.

 

Results of Operations for the quarter ended June 30, 2014 compared to the quarter ended June 30, 2013:

 

Total revenues generated from the sales of Surgex™, Bikini Ready®, SlimTrim™ and Martha Stewart Essentials™ for the quarter ended June 30, 2014 totaled $523,615 an increase of 685% from the quarter ended June 30, 2013 which totaled $66,667. The primary reason for the increase was due to the Company’s distribution of Martha Stewart Essentials and the newly formulated Surgex brand along with the introduction of Bikini Ready and SlimTrim to the retailers during the quarter ended June 30, 2014. The introduction of these brands continues to show growth into the third quarter of 2014.

 

At this stage in the Company’s development, revenues are not yet sufficient to cover ongoing operating expenses.

 

Gross profit for the quarter ended June 30, 2014 amounted to $213,178 for a 41% gross margin. Gross profit increased $196,986 or 1,217% for the quarter ended June 30, 2014 compared to $16,192 for the quarter ended June 30, 2013.  The increase in gross profit is a result of higher sales in the quarter ended June 30, 2014.

 

After research and development cost and selling, general and administrative expenses of $1,564,032, the Company realized an operating loss of $1,350,854 for the quarter ended June 30, 2014.  Operating losses of $1,350,854 increased $500,259 or 59% as compared to the first quarter of 2013 operating loss of $850,595.  The majority of the increase was due to the increase in promotion and royalty for the launch of the various products into the retail in the amount of $477,384.  Additional employees were hired to support the infrastructure of the business in addition to stock awards in the amount of $66,225.   There was a reduction in other professional fees in the amount of $56,304.

 

Non-operating expenses totaled $108,167 for the quarter ended June 30, 2014 an increase of 233% or $189,769 as compared to income of $81,602 for the quarter ended June 30, 2013.  The increase in non-operating expenses of $189,769 was due to the decrease in accretion of debt discount in the amount of $9,428 and an increase in gain associated with the fair value of the derivative instruments issued with the convertible debt in the amount of $507,000. There was an increase in interest expense of $282,468 due to more debt outstanding. There was an decrease in the gain on extinguishment of debt in the amount of $44,191 compared to the quarter ended June 30, 2013.

 

 

The net result for the quarter ended June 30, 2014 was a loss of $1,564,212 or $0.02 per share which included a preferred dividend on the Series G stock in the amount of $321,525, compared to a loss of $1,234,697 or $0.02 per share for the second quarter of 2013. The net loss for the second quarter of 2014 increased by $329,515 or 27% as compared to the second quarter of 2013, primarily due to an increase in selling, general and administrative expenses and increased interest expense due to additional debt outstanding. Management will continue to make an effort to lower operating expenses and increase revenue.  The Company will continue to invest in further expanding its operations and a comprehensive marketing campaign with the goal of accelerating the education of potential clients and promoting the name and products of the Company. Given the fact that most of the operating expenses are fixed or have quasi-fixed character management expects them to significantly decrease as a percentage of revenues as revenues increase.

 

 Results of Operations for the six months ended June 30, 2014 compared to the six months ended June 30, 2013:

 

Total revenues generated from the sales of Surgex™, Bikini Ready®, SlimTrim™ and Martha Stewart Essentials™ for the six months ended June 30, 2014 totaled $1,003,417 an increase of 1,266% from the six months ended June 30, 2013 which totaled $73,442. The primary reason for the increase was due to the Company’s distribution of Martha Stewart Essentials and the newly formulated Surgex brand along with the introduction of Bikini Ready and SlimTrim to the retailers during the six months ended June 30, 2014. The introduction of these brands continues to show growth into the third quarter of 2014.

 

At this stage in the Company’s development, revenues are not yet sufficient to cover ongoing operating expenses.

 

Gross profit for the six months ended June 30, 2014 amounted to $330,377 for a 33% gross margin. Gross profit increased $312,180 or 1,716% for the six months ended June 30, 2014 compared to $18,197 for the six months ended June 30, 2013.  The increase in gross profit is a result of higher sales in the six months ended June 30, 2014.

 

After research and development cost and selling, general and administrative expenses of $4,709,160, the Company realized an operating loss of $4,378,783 for the six months ended June 30, 2014.  Operating losses of $4,378,783 increased $2,240,486 or 95% as compared to the first six months of 2013 operating loss of $2,240,486.  The majority of the increase was due to the increase in promotion and royalty for the launch of the various products into the retail in the amount of $1,358,041.  Additional employees were hired to support the infrastructure of the business in addition to stock awards in the amount of $1,050,387.   There was a reduction in other professional fees in the amount of $45,409.

 

Non-operating expenses totaled $1,390,965 for the six months ended June 30, 2014 an increase of 414% or $1,120,502 as compared to $270,463 for the six months ended June 30, 2013.  The increase in non-operating expenses of $1,120,502 was due to the increase in accretion of debt discount in the amount of $86,871 and an increase in loss associated with the fair value of the derivative instruments issued with the convertible debt in the amount of $436,000. There was an increase in interest expense of $569,031 due to more debt outstanding. There was a decrease in the gain on extinguishment of debt in the amount of $28,600 compared to the six months ended June 30, 2013.

 

The net result for the six months ended June 30, 2014 was a loss of $6,349,711 or $0.09 per share which included a preferred dividend on the Series G stock in the amount of $579,963, compared to a loss of $3,258,848 or $0.06 per share for the six months of 2013. The net loss for the six months of 2014 increased by $3,090,863 or 95% as compared to the six months of 2013, primarily due to an increase in selling, general and administrative expenses and accretion of debt discount, increase loss of derivatives and increased interest expense due to additional debt outstanding. Management will continue to make an effort to lower operating expenses and increase revenue.  The Company will continue to invest in further expanding its operations and a comprehensive marketing campaign with the goal of accelerating the education of potential clients and promoting the name and products of the Company. Given the fact that most of the operating expenses are fixed or have quasi-fixed character management expects them to significantly decrease as a percentage of revenues as revenues increase.

 

 

Disclosure About Off-Balance Sheet Arrangements

 

We do not have any transactions, agreements or other contractual arrangements that constitute off-balance sheet arrangements.

 

Critical Accounting Estimates

 

Our Management's Discussion and Analysis of Financial Condition and Results of Operations section discusses our consolidated condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements 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. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The most significant accounting estimates inherent in the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and liabilities which are not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements included in this report.

 

Liquidity and Capital Resources

 

The Company’s future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing.  Management believes they can raise the appropriate funds needed to support their business plan and develop an operating, cash flow positive company. The Company has been operating with negative cash flows for the past 13 years.

 

The Company incurred substantial net losses for the six months ended June 30, 2014 and the year ended December 31, 2014 and has accumulated a deficit of $90,506,748 at June 30, 2014. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company has never reported Net Income.

 

The condensed consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded assets and liabilities that might result should the Company be unable to continue as a going concern.

 

The Company’s business operations generally have been financed by debt investments through promissory notes with accredited investors.  During the six months of 2014, the Company obtained new debt from the issuance of promissory notes that supplied the funds that were needed to finance operations during the reporting period. The new issuance of debt requires conversion of existing debt which may not be able to convert on favorable terms. Such new borrowings resulted in the receipt by the Company of $1,495,030.  While these funds sufficed to compensate for the negative cash flow from operations they were not sufficient to build up a liquidity reserve.  As a result, the Company’s financial position at the end of the reporting period showed a working capital deficit of $9,899,294.  During the first six months of 2014 the Company obtained new financing sufficient to fund ongoing working capital requirements.  We need to continue to raise funds to cover working capital requirements until we are able to raise revenues to a point of positive cash flow.

 

The Company entered into a license agreement with minimum royalty payments totaling $1,800,000, $2,100,000, $2,700,000, $3,200,000 and $3,800,000 for each of the years ended 2014, 2015, 2016, 2017 and 2018, respectively. $1,350,000 was paid as of June 30, 2014. Total royalties due through June 30, 2014 of $1,350,000 are to be paid quarterly on the first day of the quarter commencing April 1, 2014.

 

 

During the third quarter, the Company was not able to make the payment that was due July 1, 2014 to Martha Stewart Living Omnimedia pursuant to our license agreement. While we are in discussions to work out terms of payment, we most likely will need to raise additional funds to meet our obligations under the license agreement.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not Applicable

 

Item 4. Control and Procedures

 

Evaluation of disclosure controls and procedures

 

Management of the Company has evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) promulgated by the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as a result of the material weakness and significant deficiencies in our internal control over financial reporting, our disclosure controls and procedures were not effective, as of the June 30, 2014, to ensure that information required to be disclosed by us in the reports we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that the information required to be disclosed by us in such reports is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Control over Financial Reporting 

 

Management of the Company has evaluated, with the participation of the Chief Executive Officer of the Company, any change in the Company's internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the period covered by this Quarterly Report on Form 10-Q. There was no change in the Company's internal control over financial reporting identified in that evaluation that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting, other than what has been reported above.

   

PART II - OTHER INFORMATION

 

Item 1 Legal Proceedings

 

Creative Healthcare Solutions, LLC vs. Millennium Biotechnologies Inc, Ct. of Common Pleas of Delaware County Ohio, Case No. 07 CV H 11 1420) Millennium was not satisfied with the service rendered by Creative Healthcare Solutions, LLC in 2005 which were associated with the development of Resurgex Select collateral materials developed in December of 2005. Millennium subsequently was forced to destroy and dispose of over 80% of the materials provided by Creative Healthcare Solutions due to the poor quality of the materials. Millennium has been unsuccessful in resolving the dispute and subsequently Creative Healthcare Solutions, LLC has filed legal action for demand of payment in the amount of $63,718 for services rendered. Millennium continues to negotiate a settlement through counsel with regards to this legal proceeding.

 

Robert Half International vs. Millennium Biotechnologies, Inc. filed on September 30, 2009 in the Superior Court of New Jersey, Law Division, Middlesex County. Robert Half International claims a total of $18,507 plus costs and fees based upon the Millennium Biotechnologies, Inc.’s failure to pay the plaintiff the fees associated with the full time hiring of an employee.

 

 

Item 1A Risk Factors

 

Not Applicable

 

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

 

See Note 3 and Note 8 to the Condensed Consolidated Financial Statements in Part I above.

 

Item 3 Defaults Upon Senior Securities

 

See Note 8 to the Condensed Consolidated Financial Statements in Part I above.

 

Item 4 Mine Safety Disclosures

 

Not Applicable

 

Item 5 Other Information

 

- None

 

Item 6 a) Exhibits

 

	31.1		Certification of Michael C. James, Chief Executive Officer and Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
	32.1		Certification of Michael C. James, Chief Executive Officer and Chief Financial Officer, pursuant to Sections 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.
	101.INS*		XBRL Instance Document
	101.SCH*		XBRL Taxonomy Extension Schema
	101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
	101.DEF*		XBRL Taxonomy Extension Definition Linkbase
	101.LAB*		XBRL Taxonomy Extension Label Linkbase
	101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

   

*	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Act of 1934 and otherwise are not subject to liability.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

	INERGETICS, INC.
Date:   August  14, 2014	By:	/s/ Michael C. James
		Michael C. James
		Chief Executive Officer
		Chief Financial Officer