Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 20, 2015 | Jun. 30, 2014 | |
Document And Entity Information | |||
Entity Registrant Name | REED'S, INC. | ||
Entity Central Index Key | 1140215 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $51,620,000 | ||
Entity Common Stock, Shares Outstanding | 13,068,058 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash | $959,000 | $1,104,000 |
Inventory | 6,306,000 | 6,293,000 |
Trade accounts receivable, net of allowance for doubtful accounts and returns and discounts of $253,000 and $324,000, respectively | 2,500,000 | 2,143,000 |
Prepaid inventory | 1,287,000 | 256,000 |
Prepaid and other current assets | 447,000 | 178,000 |
Total Current Assets | 11,499,000 | 9,974,000 |
Property and equipment, net of accumulated depreciation of $3,405,000 and $2,796,000, respectively | 4,572,000 | 3,686,000 |
Brand names | 1,029,000 | 1,029,000 |
Deferred financing fees, net of amortization of $107,000 and $40,000, respectively | 60,000 | |
Total assets | 17,100,000 | 14,749,000 |
Current Liabilities: | ||
Accounts payable | 5,894,000 | 3,612,000 |
Accrued expenses | 130,000 | 136,000 |
Line of credit | 3,009,000 | 4,524,000 |
Current portion of long term financing obligation | 134,000 | 111,000 |
Current portion of capital leases payable | 125,000 | 79,000 |
Current portion of term loan | 165,000 | |
Total current liabilities | 9,292,000 | 8,627,000 |
Long term financing obligation, less current portion, net of discount of $1,031,000 and $526,000, respectively | 1,508,000 | 2,147,000 |
Capital leases payable, less current portion | 476,000 | 106,000 |
Capital Expansion Loan | 672,000 | |
Term loan, less current portion | 1,500,000 | 482,000 |
Total Liabilities | 13,448,000 | 11,362,000 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 and 9,411 shares issued and outstanding, respectively | 94,000 | 94,000 |
Common stock, $.0001 par value, 19,500,000 shares authorized, 13,068,058 and 12,922,832 shares issued and outstanding, respectively | 1,000 | 1,000 |
Additional paid in capital | 26,300,000 | 25,276,000 |
Accumulated deficit | -22,743,000 | -21,984,000 |
Total stockholders' equity | 3,652,000 | 3,387,000 |
Total liabilities and stockholders' equity | $17,100,000 | $14,749,000 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts, returns and discounts | $253,000 | $324,000 |
Property and equipment, accumulated depreciation | 3,405,000 | 2,796,000 |
Deferred financing fees, amortization | 107,000 | 40,000 |
Long term financing obligation, discount | $1,031,000 | $526,000 |
Series A Convertible Preferred stock, par value | $10 | $10 |
Series A Convertible Preferred stock, shares authorized | 500,000 | 500,000 |
Series A Convertible Preferred stock, shares issued | 9,411 | 9,411 |
Series A Convertible Preferred stock, shares outstanding | 9,411 | 9,411 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 19,500,000 | 19,500,000 |
Common stock, shares issued | 13,068,058 | 12,922,832 |
Common stock, shares outstanding | 13,068,058 | 12,922,832 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | ||
Sales, net | $43,422,000 | $37,281,000 |
Cost of goods sold | 30,416,000 | 26,487,000 |
Gross profit | 13,006,000 | 10,794,000 |
Operating expenses: | ||
Delivery and handling expenses | 4,478,000 | 3,977,000 |
Selling and marketing expenses | 4,838,000 | 4,180,000 |
General and administrative expenses | 3,649,000 | 3,506,000 |
Total operating expenses | 12,965,000 | 11,663,000 |
Income (Loss) from operations | 41,000 | -869,000 |
Interest expense | -793,000 | -651,000 |
Loss before provision for income taxes | -752,000 | -1,520,000 |
Income taxes | -2,000 | 0 |
Net loss | -754,000 | -1,520,000 |
Preferred stock dividend | -5,000 | -5,000 |
Net loss attributable to common stockholders | ($759,000) | ($1,525,000) |
Loss per share attributable to common stockholders - basic and diluted | ($0.06) | ($0.12) |
Weighted average number of shares outstanding - basic and diluted | 13,043,927 | 12,541,074 |
Statements_of_Changes_in_Stock
Statements of Changes in Stockholders' Equity (USD $) | Common Stock [Member] | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2012 | $1,000 | $104,000 | $456,000 | $23,996,000 | ($20,459,000) | $4,098,000 |
Balance, Shares at Dec. 31, 2012 | 12,084,673 | 10,411 | 45,602 | |||
Fair Value of Common Stock issued for bonuses and services | 5,000 | 5,000 | ||||
Fair Value of Common Stock issued for bonuses and services, Shares | 1,250 | |||||
Common stock issued upon conversion of Series A preferred stock | -10,000 | 10,000 | ||||
Common stock issued upon conversion of Series A preferred stock, Shares | 4,000 | -1,000 | ||||
Common stock issued upon conversion of Series B preferred stock | -456,000 | 456,000 | ||||
Common stock issued upon conversion of Series B preferred stock, Shares | 319,214 | -45,602 | ||||
Exercise of stock options | 30,000 | 30,000 | ||||
Exercise of stock options, Shares | 276,106 | |||||
Exercise of warrants | 373,000 | 373,000 | ||||
Exercise of warrants, Shares | 188,635 | |||||
Fair value vesting of options issued to employees | 327,000 | 327,000 | ||||
Series A preferred stock dividend | 5,000 | -5,000 | ||||
Series A preferred stock dividend, shares | 1,064 | 4,760 | ||||
Common stock paid for Series A and Series B dividend | 74,000 | 74,000 | ||||
Common stock paid for Series A and Series B dividend, Shares | 47,890 | |||||
Fair value of common shares issued for services | 5,000 | |||||
Fair value of common shares issued for services, shares | 1,250 | |||||
Common shares issued upon exercise of stock options | 327,000 | |||||
Net Loss | -1,520,000 | -1,520,000 | ||||
Balance at Dec. 31, 2013 | 1,000 | 94,000 | 25,276,000 | -21,984,000 | 3,387,000 | |
Balance, Shares at Dec. 31, 2013 | 12,922,832 | 9,411 | ||||
Exercise of stock options | 26,000 | 26,000 | ||||
Exercise of stock options, Shares | 141,362 | |||||
Fair value vesting of options issued to employees | 396,000 | 396,000 | ||||
Series A preferred stock dividend | 5,000 | -5,000 | ||||
Series A preferred stock dividend, shares | 1,057 | |||||
Fair value of warrants granted as valuation discount | 584,000 | 584,000 | ||||
Fair value of common shares issued for services | 13,000 | 13,000 | ||||
Fair value of common shares issued for services, shares | 2,807 | 2,807 | ||||
Common shares issued upon exercise of stock options | 79,800 | |||||
Net Loss | -754,000 | -754,000 | ||||
Balance at Dec. 31, 2014 | $1,000 | $94,000 | $26,300,000 | ($22,743,000) | $3,652,000 | |
Balance, Shares at Dec. 31, 2014 | 13,068,058 | 9,411 |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | ||
Net loss | ($754,000) | ($1,520,000) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 755,000 | 550,000 |
Fair value vesting of stock options issued to employees | 396,000 | 327,000 |
Fair value of common stock issued for services | 13,000 | 5,000 |
(Decrease) increase in allowance for doubtful accounts | 71,000 | -75,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | -428,000 | -107,000 |
Inventory | -13,000 | -499,000 |
Prepaid inventory | -1,031,000 | -55,000 |
Prepaid expenses and other current assets | -269,000 | 34,000 |
Accounts payable | 2,282,000 | 244,000 |
Accrued expenses | -6,000 | -97,000 |
Net cash provided by operating activities | 1,016,000 | 1,193,000 |
Cash flows from investing activities: | ||
Purchase of property and equipment | -330,000 | -602,000 |
Net cash used in investing activities | -330,000 | -602,000 |
Cash flows from financing activities: | ||
Proceeds from stock option and warrant exercises | 26,000 | 403,000 |
Payments for deferred financing fees | -7,000 | -61,000 |
Principal repayments on note term loan | -150,000 | -145,000 |
Borrowing on term loan | 1,003,000 | 217,000 |
Principal repayments on long term financing obligation | -111,000 | -90,000 |
Principal repayments on capital lease obligation | -77,000 | -89,000 |
Net borrowings (repayments) on existing line of credit | -1,515,000 | 1,501,000 |
Net cash provided by (used in) financing activities | -831,000 | 1,736,000 |
Net (decrease) in cash | -145,000 | -59,000 |
Cash at beginning of year | 1,104,000 | 1,163,000 |
Cash at end of year | 959,000 | 1,104,000 |
Cash paid during the year for: | ||
Interest | 693,000 | 712,000 |
Taxes | 2,000 | |
Non Cash Investing and Financing Activities | ||
Series A preferred stock converted to common stock | 0 | 10,000 |
Series B preferred stock converted to common stock | 0 | 456,000 |
Common Stock issued in settlement of Series A and Series B preferred stock dividend | 0 | 5,000 |
Series B preferred stock dividend payable in common stock | 5,000 | 74,000 |
Property and equipment acquired through capital lease obligation | 493,000 | 107,000 |
Fair value of warrants granted as valuation discount | 584,000 | 0 |
Property and Equipment acquired through Capital Expansion loan | $672,000 | $0 |
Operations_and_Summary_of_Sign
Operations and Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Operations and Summary of Significant Accounting Policies | -1 | Operations and Summary of Significant Accounting Policies | |||||||
A) | Nature of Operations | ||||||||
Reed’s, Inc. (the “Company”) was organized under the laws of the state of Florida in January 1991. In 2001, the Company changed its name from Original Beverage Corporation to Reed’s, Inc. and changed its state of incorporation from Florida to Delaware. The Company is engaged primarily in the business of developing, manufacturing and marketing natural non-alcoholic beverages, as well as candies and ice creams. We currently manufacture, market and sell seven unique product lines: | |||||||||
● | Reed’s Ginger Brews, | ||||||||
● | Virgil’s Root Beer, Cream Sodas, Dr. Better and Real Cola, including ZERO diet sodas, | ||||||||
● | Culture Club Kombucha, | ||||||||
● | China Colas, | ||||||||
● | Reed’s Ginger Chews, | ||||||||
● | Reed’s Ginger Ice Creams, | ||||||||
● | Sonoma Sparkler Sparkling Juices | ||||||||
The Company sells its products primarily in natural food stores, supermarket chains, and upscale gourmet stores in the United States and Canada. | |||||||||
B) | Use of Estimates | ||||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent 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. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded intangibles, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. | |||||||||
C) | Accounts Receivable | ||||||||
The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. | |||||||||
The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables. At December 31, 2014 and 2013, the allowance for doubtful accounts and returns and discounts was approximately $253,000 and $324,000, respectively. | |||||||||
D) | Property and Equipment and Related Depreciation | ||||||||
Property and equipment is stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment or increase production capacity are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets as follows: | |||||||||
Property and Equipment Type | Years of Depreciation | ||||||||
Building | 39 years | ||||||||
Machinery and equipment | 5-12 years | ||||||||
Vehicles | 5 years | ||||||||
Office equipment | 5-7 years | ||||||||
Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2014 and 2013, the Company did not recognize any impairment for its property and equipment. | |||||||||
E) | Intangible Assets and Impairment Policy | ||||||||
Intangible assets are comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute perpetual cash flows to the Company perpetually. These indefinite-lived intangible assets are not amortized, but are assessed for impairment annually and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If further testing is necessary, we compare the estimated fair value of our indefinite-lived intangible asset with its book value. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, as determined by its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. For the years ended December 31, 2014 and 2013, the Company did not recognize any impairment charges for its indefinite-lived intangible assets. | |||||||||
F) | Concentrations | ||||||||
The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000 at December 31, 2014. The Company may be exposed to risk for the amounts of funds held in bank accounts in excess of the insurance limit. In assessing the risk, the Company’s policy is to maintain cash balances with high quality financial institutions. The Company had cash balances in excess of the guarantee during the years ended December 31, 2014 and 2013. | |||||||||
During the year ended December 31, 2014, the Company had two customers who accounted for approximately 33% and 14% of its sales, respectively; and during the year ended December 31, 2013, the Company had two customers who accounted for approximately 33% and 12% of its sales, respectively. No other customer accounted for more than 10% of sales in either year. As of December 31, 2014 the Company had accounts receivable due from two customers who comprised $630,000 (25%) and $255,000 (10%) of its total accounts receivable; and as of December 31, 2013 the Company had accounts receivable due from two customers who comprised $584,000 (27%) and $440,000 (21%), respectively, of its total accounts receivable. | |||||||||
The Company currently relies on a single contract packer for a majority of its production and bottling of beverage products. The Company has different packers available for their production of products. Although there are other packers and the Company has outfitted their own brewery and bottling plant, a change in packers may cause a delay in the production process, which could ultimately affect operating results. | |||||||||
During the years ended December 31, 2014 and 2013, the Company had one vendor which accounted for approximately 27% and 29%, respectively of all purchases. At December 31, 2014 and 2013, the Company had accounts payable due to a vendor who comprised 32% and 21% of its total accounts payable, respectively. No other account was in excess of 10% of the balance of accounts payable as of December 31, 2014 and December 31, 2013. | |||||||||
G) | Fair Value of Financial Instruments | ||||||||
The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: | |||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. | |||||||||
Level 3—Unobservable inputs based on the Company’s assumptions. | |||||||||
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. | |||||||||
H) | Cost of sales | ||||||||
Cost of goods sold is comprised of the costs of raw materials and packaging utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs. Additionally, cost of goods sold consists of direct production costs in excess of charges allocated to finished goods in production. Plant costs include labor costs, production supplies, repairs and maintenance, and inventory write-off. Charges for labor and overhead allocated to finished goods are determined on a market cost basis, which may be lower than the actual costs incurred. Plant costs in excess of production allocations are expensed in the period incurred rather than added to the cost of finished goods produced. Expenses not related to the production of our products are classified as operating expenses. | |||||||||
I) | Delivery and Handling Expenses | ||||||||
Shipping and handling costs are comprised of purchasing and receiving costs, inspection costs, warehousing costs, transfer freight costs, and other costs associated with product distribution after manufacture and are included as part of operating expenses. | |||||||||
J) | Income Taxes | ||||||||
The Company uses an asset and liability approach for financial accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. | |||||||||
K) | Revenue Recognition | ||||||||
Revenue is recognized on the sale of a product when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed. The allowance for returns is regularly reviewed and adjusted by management based on historical trends of returned items. Amounts paid by customers for shipping and handling costs are included in sales. | |||||||||
The Company accounts for certain sales incentives for customers, including slotting fees, as a reduction of gross sales. These sales incentives for the years ended December 31, 2014 and 2013 approximated $4,199,000 and $4,961,000, respectively. | |||||||||
L) | Net Loss Per Share | ||||||||
Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive. | |||||||||
For the years ended December 31, 2014 and 2013, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. The potentially dilutive securities consisted of the following as of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Warrants | 301,963 | 101,963 | |||||||
Series A Preferred Stock | 37,644 | 37,644 | |||||||
Options | 705,333 | 639,334 | |||||||
Total | 1,044,940 | 778,941 | |||||||
M) | Advertising Costs | ||||||||
Advertising costs are expensed as incurred and are included in selling expense in the amount of $649,000 and $120,000, for the years ended December 31, 2014 and 2013, respectively. The company spent $431,000 in 2014 for national cable television advertising. | |||||||||
N) | Stock Compensation Expense | ||||||||
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||||||
The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. | |||||||||
O) | Recent Accounting Pronouncements | ||||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. | |||||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Presentation of Financial Statements - Going Concern (Subtopic 205-10). ASU 2014-15 provides guidance as to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statement presentation and disclosures. | |||||||||
In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. | |||||||||
In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. | |||||||||
Other recent accounting pronouncements were issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”), however such pronouncements are not believed by management to have a material impact on the Company’s present or future financial statements. |
Inventory
Inventory | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventory | -2 | Inventory | |||||||
Inventory is valued at the lower of cost (first-in, first-out) or market, and is comprised of the following as of: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Raw Materials and Packaging | $ | 3,395,000 | $ | 3,118,000 | |||||
Finished Goods | 2,911,000 | 3,175,000 | |||||||
$ | 6,306,000 | $ | 6,293,000 |
Property_and_Equipment
Property and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Property and Equipment | -3 | Property and Equipment | |||||||
Property and equipment is comprised of the following as of: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Land | $ | 1,108,000 | $ | 1,108,000 | |||||
Building | 1,868,000 | 1,829,000 | |||||||
Vehicles | 338,000 | 338,000 | |||||||
Machinery and equipment | 3,312,000 | 2,348,000 | |||||||
Equipment under capital leases | 903,000 | 415,000 | |||||||
Office equipment | 448,000 | 444,000 | |||||||
7,977,000 | 6,482,000 | ||||||||
Accumulated depreciation | (3,405,000 | ) | (2,796,000 | ) | |||||
$ | 4,572,000 | $ | 3,686,000 | ||||||
Depreciation expense for the years ended December 31, 2014 and 2013 was $609,000 and $445,000, respectively. | |||||||||
Accumulated depreciation on equipment held under capital leases was $326,000 and $231,000 as of December 31, 2014 and 2013, respectively. (See note 8). |
Intangible_Assets
Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Intangible Assets | -4 | Intangible Assets | |||||||
Brand Names | |||||||||
Brand names consist of the following three trademarks for natural beverage as of December 31, 2014 and 2013: | |||||||||
Virgil’s | $ | 576,000 | |||||||
China Cola | 224,000 | ||||||||
Sonoma Sparkler | 229,000 | ||||||||
$ | 1,029,000 | ||||||||
Virgil’s, China Cola, and Sonoma Sparkler brand names are deemed to have indefinite lives and are not amortized, but are tested for impairment annually. For the years ended December 31, 2014 and 2013, the Company did not recognize any impairment charges for its indefinite-lived intangible assets. | |||||||||
Deferred Financing Fees | |||||||||
Deferred financing fees are comprised of the following as of: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Loan fees related to financing | $ | 107,000 | 100,000 | ||||||
Accumulated amortization | (107,000 | ) | (40,000 | ) | |||||
$ | - | $ | 60,000 | ||||||
Amortization expense for the years ended December 31, 2014 and 2013 was approximately $67,000 and $55,000 respectively. |
Line_of_Credit
Line of Credit | 12 Months Ended | |
Dec. 31, 2014 | ||
Debt Disclosure [Abstract] | ||
Line of Credit | -5 | Line of Credit |
On November 9, 2011, the Company entered into a Loan and Security Agreement with PMC Financial Services Group, LLC (PMC), which was amended and extended for 2 years on December 5, 2014, provides a $6,000,000 revolving line of credit. The Amended Agreement extends and amends the Revolving Loan and Term Loan (see Note 7) and adds a new Capital Expansion Loan (the “Capex Loan”) (see Note 9). At December 31, 2014 and December 31, 2013, the aggregate amount outstanding under the line of credit was $3,009,000 and $4,524,000 respectively. | ||
The loans mature on December 5, 2016 and are subject to a 1% prepayment penalty for prepayment prior to the first anniversary of the effective date. As of the effective date of the Amended Agreement, all three loans have an effective interest rate of 9%. | ||
The revolving line of credit agreement included a financial covenant (debt service coverage ratio) that is effective only if the credit availability under the revolving line of credit falls below $100,000 and another financial covenant (capital expenditures) that the Company will not make capital expenditures in excess of $500,000 in any fiscal year. At December 31, 2013, the credit availability on the revolving line of credit fell below $100,000 and, during 2014; the Company expended more than $500,000 for capital expenditures. Accordingly, these two events caused the Company to be in default under the loan agreement on December 31, 2013. These defaults were waived on March 19, 2014. On December 5, 2014, the Company and PMC executed an amendment to the loan that removed substantially all loan covenants. | ||
The revolving line of credit is based on 85% of accounts receivable and 60% of eligible inventory and is secured by substantially all of the Company’s assets. The interest rate on the Revolving Loan is the prime rate plus .35% (9% at December 31, 2014). The amended monthly management fee is .45% of the average monthly loan balance. As of December 31, 2014, the Company had borrowing availability of $1,042,000 under the line of credit agreement. |
Long_Term_Financing_Obligation
Long Term Financing Obligation | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Long-Term Financing Obligation | -6 | Long Term Financing Obligation | |||||||
Long term financing obligation is comprised of the following as of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Financing obligation | $ | 2,673,000 | $ | 2,784,000 | |||||
Valuation discount | (1,031,000 | ) | (526,000 | ) | |||||
1,642,000 | 2,258,000 | ||||||||
Less current portion | (134,000 | ) | (111,000 | ) | |||||
Long term financing obligation | $ | 1,508,000 | $ | 2,147,000 | |||||
On June 15, 2009, the Company closed escrow on the sale of its two buildings and its brewery equipment and concurrently entered into a long-term lease agreement for the same property and equipment. In connection with the lease the Company has the option to repurchase the buildings and brewery equipment from 12 months after the commencement date to the end of the lease term at the greater of the fair market value or an agreed upon amount. Since the lease contains a buyback provision and other related terms, the Company determined it had continuing involvement that did not warrant the recognition of a sale; therefore, the transaction has been accounted for as a long-term financing. The proceeds from the sale, net of transaction costs, have been recorded as a financing obligation in the amount of $3,056,000. Monthly payments under the financing agreement are recorded as interest expense and a reduction in the financing obligation at an implicit rate of 9.9%. The financing obligation was personally guaranteed up to a limit of $150,000 by the principal shareholder and Chief Executive Officer, Christopher J. Reed. | |||||||||
In connection with the financing obligation, the Company issued an aggregate of 400,000 warrants to purchase its common stock at $1.20 per share for five years. The 400,000 warrants were valued at $752,000 and reflected as a debt discount, using the Black Scholes Merton option pricing model. The following assumptions were utilized in valuing the 400,000 warrants: strike price of $2.10 to $2.25; term of 5 years; volatility of 91.36% to 110.9%; expected dividends 0%; and discount rate of 2.15% to 2.20%. The 400,000 warrants were recorded as valuation discount and are being amortized over 15 years, the term of the purchase option. Amortization of valuation discount was $50,000 during both of the years ended December 31, 2014 and 2013. | |||||||||
Effective October 1, 2014, the Company executed Amendment #1 to the Long-term Financing Obligation. In exchange for a release from the $150,000 personal guarantee by the principal shareholder and Chief Executive Office, and a release of the brewery equipment which was collateral for the lease agreement, the Company issued 200,000 warrants to purchase its common stock for $5.60 per share for five years. The 200,000 warrants were valued at $584,000 using the Black Scholes Merton option pricing model. The following assumptions were made in valuing the 200,000 warrants; term of 5 years, volatility of 59.53%, expected dividends 0% and discount rate of 1.25%. The warrants value of $584,000 will be amortized over the remaining term of the purchase option. | |||||||||
The aggregate amount due under the financing obligation at December 31, 2014 and 2013 was $2,673,000 and $2,784,000, respectively. Aggregate future obligations under the financing obligation are as follows: | |||||||||
Year | |||||||||
2015 | $ | 134,000 | |||||||
2016 | 160,000 | ||||||||
2017 | 190,000 | ||||||||
2018 | 222,000 | ||||||||
2019 | 259,000 | ||||||||
Thereafter | 1,708,000 | ||||||||
Total | $ | 2,673,000 |
Term_Loan
Term Loan | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Term Loan | -7 | Term Loan | |||||||
In connection with the Loan and Security Agreement with PMC Financial Services Group, LLC (see Note 5), the Company entered into a Term Loan. The loan was $750,000 and the interest rate was prime plus 11.6%, not to be below 14.85% (14.85% at December 31, 2013), and was secured by all of the unencumbered assets of the Company. | |||||||||
Effective December 5, 2014 the Term Loan’s outstanding principal balance was increased to $1,500,000 and the annual interest rate was revised to prime plus 5.75% (currently 9%). The outstanding principal loan balance at the time of the amendment was $496,572. Monthly term loan payments are interest only until the December 16, 2016 maturity date when the principal balance is due. | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Term loan | $ | 1,500,000 | $ | 647,000 | |||||
Less current portion | - | (165,000 | ) | ||||||
Long term debt | $ | 1,500,000 | $ | 482,000 | |||||
Aggregate future obligations under the term loan are as follows: | |||||||||
Year | |||||||||
2015 | $ | - | |||||||
2016 | 1,500,000 | ||||||||
Total | $ | 1,500,000 |
Obligations_Under_Capital_Leas
Obligations Under Capital Leases | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
Obligations Under Capital Leases | -8 | Obligations Under Capital Leases | |||
The Company leases equipment for its brewery operations with an aggregate value of $903,000 under 9 non-cancelable capital leases. Most of the leases are personally guaranteed by the Company’s chief executive officer. Monthly payments range from $189 to $10,441 per month, including interest, at interest rates ranging from 6.51% to 17.31% per annum. At December 31, 2014, monthly payments under these leases aggregated $16,000. The leases expire at various dates through 2019. | |||||
Future minimum lease payments under capital leases are as follows: | |||||
Years Ending December 31, | |||||
2015 | 179,000 | ||||
2016 | 164,000 | ||||
2017 | 149,000 | ||||
2018 | 166,000 | ||||
2019 | 104,000 | ||||
Total payments | 762,000 | ||||
Less: Amount representing interest | (161,000 | ) | |||
Present value of net minimum lease payments | 601,000 | ||||
Less: Current portion | (125,000 | ) | |||
Non-current portion | $ | 476,000 |
Capital_Expansion_CAPEX_Loan
Capital Expansion (CAPEX) Loan | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Capital Expansion (CAPEX) Loan | -9 | Capital Expansion (“CAPEX”) Loan | ||||||
In connection with the loan and security agreement with PMC, the Company entered into a CAPEX loan in the aggregate outstanding amount not to exceed $3,000,000. The CAPEX loan will finance new asset purchases for modernization and improvement of the beverage bottling equipment in the Los Angeles plant. Interest only on the CAPEX loan shall be paid from time to time until the end of each fiscal quarter, at which time the principal amounts of each outstanding CAPEX loan will be aggregated and repaid in 48 equal monthly installments of principal plus accrued but unpaid interest. The interest rate on the CAPEX loan is the prime rate plus .35% (9% at December 31, 2014). At December 31, 2014, balance on the CAPEX loan balance was $672,000 and as of December 31, 2014, the Company had future borrowing availability of $2,328,000. | ||||||||
2014 | 2013 | |||||||
$ | 672,000 | $ | - |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |
Dec. 31, 2014 | ||
Equity [Abstract] | ||
Stockholders' Equity | -10 | Stockholders’ Equity |
Preferred Stock | ||
Series A | ||
Series A Preferred stock consists of 500,000 shares $10.00 par value, 5% non-cumulative, participating, preferred stock. As of December 31, 2014 and 2013, there were 9,411 and 9,411 shares outstanding, respectively, with a liquidation preference of $10.00 per share. Each share of Series A Preferred stock can be converted to four shares of Reed’s common stock. | ||
The Series A Preferred shares have a 5% pro-rata annual non-cumulative dividend. The dividend can be paid in cash or, in the sole and absolute discretion of our board of directors, in shares of common stock based on its then fair market value. We cannot declare or pay any dividend on shares of our securities ranking junior to the preferred stock until the holders of our preferred stock have received the full non-cumulative dividend to which they are entitled. In addition, the holders of our preferred stock are entitled to receive pro rata distributions of dividends on an “as converted” basis with the holders of our common stock. During the year ended December 31, 2014 the Company accrued and paid a $5,000 dividend payable to the preferred shareholders, which the board of directors elected to pay through the issuance of 1,057 shares of its common stock. During the year ended December 31, 2013 the Company paid a $5,000 dividend payable to the preferred shareholders through the issuance of 1,064 shares of its common stock. | ||
In the event of any liquidation, dissolution or winding up of the Company, or if there is a change of control event, then, subject to the rights of the holders of our more senior securities, if any, the holders of our Series A preferred stock are entitled to receive, prior to the holders of any of our junior securities, $10.00 per share plus all accrued and unpaid dividends. Thereafter, all remaining assets shall be distributed pro rata among all of our security holders. Since June 30, 2008, we have the right, but not the obligation, to redeem all or any portion of the Series A preferred stock by paying the holders thereof the sum of the original purchase price per share, which was $10.00, plus all accrued and unpaid dividends. | ||
The Series A preferred stock may be converted, at the option of the holder, at any time after issuance and prior to the date such stock is redeemed, into four shares of common stock, subject to adjustment in the event of stock splits, reverse stock splits, stock dividends, recapitalization, reclassification and similar transactions. We are obligated to reserve out of our authorized but unissued shares of common stock a sufficient number of such shares to effect the conversion of all outstanding shares of Series A preferred stock. During 2013, 1,000 shares of Series A preferred stock were converted into 4,000 shares of common stock. | ||
Except as provided by law, the holders of our Series A preferred stock do not have the right to vote on any matters, including, without limitation, the election of directors. However, so long as any shares of Series A preferred stock are outstanding, we shall not, without first obtaining the approval of at least a majority of the holders of the Series A preferred stock, authorize or issue any equity security having a preference over the Series A preferred stock with respect to dividends, liquidation, redemption or voting, including any other security convertible into or exercisable for any equity security other than any senior preferred stock. | ||
Common Stock | ||
Common stock consists of $.0001 par value, 19,500,000 shares authorized, 13,268,058 shares issued and 13,068,058 outstanding as of December 31, 2014 and 12,922,832 shares issued and outstanding as of December 31, 2013. | ||
During the year ended December 31, 2014, the Company issued 2,807 shares of common stock for consulting services valued at an aggregate value of $13,000 for services rendered. During the year ended December 31, 2013, the Company issued 1,250 shares of common stock for services at $4.00 per share with a value of $5,000. |
Stock_Options_and_Warrants
Stock Options and Warrants | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||
Stock Options and Warrants | -11 | Stock Options and Warrants | ||||||||||||||||||||
A) | Stock Options | |||||||||||||||||||||
In 2001, the Company adopted the Original Beverage Corporation 2001 Stock Option Plan and, in 2007, the Company adopted the Reed’s Inc. 2007 Stock Option Plan (the “Plans”). The options under both plans shall be granted from time to time by the Compensation Committee. Individuals eligible to receive options include employees of the Company, consultants to the Company and directors of the Company. The options shall have a fixed price, which will not be less than 100% of the fair market value per share on the grant date. The total number of options authorized is 500,000 and 1,500,000, respectively for the Original Beverage Corporation 2001 Stock Option Plan and the Reed’s Inc. 2007 Stock Option Plan. | ||||||||||||||||||||||
During the years ended December 31, 2014 and 2013, the Company granted 477,500 and 414,000 options, respectively, to purchase the Company’s common stock at a weighted exercise price of $4.73 and $3.99, respectively, to employees under the Plans. The aggregate value of the options vesting, net of forfeitures, during the years ended December 31, 2014 and 2013 was $396,000 and $327,000, respectively, and has been reflected as compensation cost. As of December 31, 2014, the aggregate value of unvested options was $798,000, which will be amortized as compensation cost as the options vest, over 2 to 4 years. | ||||||||||||||||||||||
On June 5, 2014, the Company repriced 323,000 employee options to an exercise price of $4.60 per share, which were previously $4.74-$6.70 per share. The total increase in stock compensation expense, as a result of the repricing was approximately $4,000. | ||||||||||||||||||||||
There were 216,134 stock options exercised in the year ended December 31, 2014 at exercise prices between $1.14 and $5.70 per share. The Company received $25,700 for 10,000 of such exercises and allowed cash-less exercise of 206,134 of such options, issuing 131,362 shares of common stock for a total of 141,362 shares issued relative to stock options during the year ended December 31, 2014. | ||||||||||||||||||||||
During the year ended December 31, 2013 there were 348,332 options exercised at an average price of $1.14. Most of such exercises were cash-less, however, the Company did receive proceeds from certain exercises aggregating $30,000. | ||||||||||||||||||||||
The weighted-average grant date fair value of options granted during 2014 and 2013 was $2.03 and $1.97, respectively. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model that uses the assumptions noted in the following table. For purposes of determining the expected life of the option, an average of the estimated holding period is used. The risk-free rate for periods within the contractual life of the options is based on the U. S. Treasury yield in effect at the time of the grant. | ||||||||||||||||||||||
Year ended | ||||||||||||||||||||||
December 31, | ||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Expected volatility | 59 - 66 | % | 71 | % | ||||||||||||||||||
Expected dividends | — | — | ||||||||||||||||||||
Expected average term (in years) | 3.5 - 4.5 | 3 | ||||||||||||||||||||
Risk free rate - average | 0.7 | % | 0.8 | % | ||||||||||||||||||
Forfeiture rate | 0 | % | 0 | % | ||||||||||||||||||
A summary of option activity as of December 31, 2014 and changes during the two years then ended is presented below: | ||||||||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | |||||||||||||||||||
Exercise Price | Remaining | Intrinsic | ||||||||||||||||||||
Contractual Terms | Value | |||||||||||||||||||||
(Years) | ||||||||||||||||||||||
Outstanding at January 1, 2013 | 607,000 | $ | 1.27 | |||||||||||||||||||
Granted | 414,000 | $ | 3.99 | |||||||||||||||||||
Exercised | (348,332 | ) | $ | 1.14 | ||||||||||||||||||
Forfeited or expired | (33,334 | ) | $ | 3.71 | ||||||||||||||||||
Outstanding at December 31, 2013 | 639,334 | $ | 3.18 | |||||||||||||||||||
Granted | 477,500 | $ | 4.73 | |||||||||||||||||||
Exercised | (216,134 | ) | $ | 2.26 | ||||||||||||||||||
Forfeited or expired | (195,367 | ) | $ | 4.33 | ||||||||||||||||||
Outstanding at December 31, 2014 | 705,333 | $ | 3.96 | 3.6 | $ | 1,362,000 | ||||||||||||||||
Exercisable at December 31, 2014 | 204,757 | $ | 3.68 | 3.5 | $ | 720,000 | ||||||||||||||||
As of December 31, 2014, the aggregate intrinsic values of $1,362,000 and $720,000 were calculated as the difference between the market price and the exercise price of the Company’s stock, which was $5.91 as of December 31, 2014. | ||||||||||||||||||||||
A summary of the status of the Company’s nonvested shares granted under the Company’s stock option plan as of December 31, 2014 and changes during the year then ended is presented below: | ||||||||||||||||||||||
Weighted- | ||||||||||||||||||||||
Average | ||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||
Shares | Fair Value | |||||||||||||||||||||
Nonvested at December 31, 2013 | 370,251 | $ | 1.89 | |||||||||||||||||||
Granted | 477,500 | $ | 4.73 | |||||||||||||||||||
Vested | (166,751 | ) | $ | 2.56 | ||||||||||||||||||
Forfeited | (180,424 | ) | $ | 4.33 | ||||||||||||||||||
Nonvested at December 31, 2014 | 500,576 | $ | 4.5 | |||||||||||||||||||
Additional information regarding options outstanding as of December 31, 2014 is as follows: | ||||||||||||||||||||||
Options Outstanding at December 31, 2014 | Options Exercisable at | |||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||
Range of Exercise | Number of | Weighted Average | Weighted | Number of | Weighted | |||||||||||||||||
Price | Shares | Remaining | Average | Shares | Average | |||||||||||||||||
Outstanding | Contractual Life | Exercise | Exercisable | Exercise Price | ||||||||||||||||||
(years) | Price | |||||||||||||||||||||
$0.01 - $1.99 | 107,333 | 1.9 | $ | 1.27 | 102,334 | $ | 1.47 | |||||||||||||||
$2.00 - $4.99 | 478,000 | 3.7 | $ | 4.28 | 99,090 | $ | 3.52 | |||||||||||||||
$5.00 - $6.99 | 120,000 | 4.6 | $ | 5.13 | 3,333 | 5.7 | ||||||||||||||||
705,333 | 204,757 | |||||||||||||||||||||
B) | Warrants | |||||||||||||||||||||
Effective October 1, 2014, the Company executed Amendment #1 to the Long-term Financing Obligation (see Note 6). In exchange for a release from the $150,000 personal guarantee by the principal shareholder and Chief Executive Office, and a release of the brewery equipment which was collateral for the lease agreement, the Company issued 200,000 warrants to purchase its common stock for $5.60 per share for five years. The 200,000 warrants were valued at $584,000 using the Black Scholes Merton option pricing model. The following assumptions were made in valuing the 200,000 warrants; term of 5 years, volatility of 59.53%, expected dividends 0% and discount rate of 1.25%. The warrants will be amortized over 5 years. | ||||||||||||||||||||||
During the year ended December 31, 2013 there were no warrants granted. During the year ended December 31, 2013 there were 215,290 warrants exercised at prices between $2.10 per share and $2.77 per share (an average price of $2.45), resulting in proceeds to the Company of $373,000 and 188,635 shares of common stock issued. | ||||||||||||||||||||||
The following table summarizes warrant activity for the two years ended December 31, 2014: | ||||||||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | |||||||||||||||||||
Exercise Price | Remaining | Intrinsic | ||||||||||||||||||||
Contractual | Value | |||||||||||||||||||||
Terms (Years) | ||||||||||||||||||||||
Outstanding at December 31,2012 | 317,253 | $ | 2.3 | |||||||||||||||||||
Granted | - | - | ||||||||||||||||||||
Exercised | (215,290 | ) | 2.45 | |||||||||||||||||||
Forfeited or expired | - | - | ||||||||||||||||||||
Outstanding at December 31, 2013 | 101,963 | $ | 2.3 | |||||||||||||||||||
Granted | 200,000 | 5.6 | ||||||||||||||||||||
Exercised | - | - | ||||||||||||||||||||
Forfeited or expired | - | - | ||||||||||||||||||||
Outstanding at December 31, 2014 | 301,963 | $ | 4.49 | 3.3 | $ | 430,000 | ||||||||||||||||
Exercisable at December 31, 2014 | 301,963 | $ | 4.49 | 3.3 | $ | 430,000 | ||||||||||||||||
As of December 31, 2014, the aggregate intrinsic value of $430,000 was calculated as the difference between the market price and the exercise price of the Company’s stock, which was $5.91 as of December 31, 2014. | ||||||||||||||||||||||
The fair value of each warrant is estimated on the date of grant using the Black-Scholes-Merton option pricing model. Expected volatility is based on the historical volatility of the Company. For purposes of determining the expected life of the warrant, the full contract life of the warrant is used. The risk-free rate for periods within the contractual life of the warrants is based on the U. S. Treasury yield in effect at the time of the grant. | ||||||||||||||||||||||
The following table summarizes the outstanding warrants to purchase Common Stock at December 31, 2014: | ||||||||||||||||||||||
Number | Exercise | Expiration Dates | ||||||||||||||||||||
Price | ||||||||||||||||||||||
20,803 | $ | 2.1 | Feb-15 | |||||||||||||||||||
64,899 | $ | 2.25 | Apr-15 | |||||||||||||||||||
16,261 | $ | 2.77 | Feb-16 | |||||||||||||||||||
200,000 | $ | 5.6 | Sep-19 | |||||||||||||||||||
301,963 |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Taxes | -12 | Income Taxes | |||||||
At December 31, 2014 and 2013, the Company had available Federal and state net operating loss carryforwards to reduce future taxable income. The amounts available were approximately $17.8 million and $16.5 million for Federal purposes, respectively, and $13.3 million and $12.5 million for state purposes respectively. The Federal carryforward expires in 2033 and the state carryforward expires in 2018. Given the Company’s history of net operating losses, management has determined that it is more likely than not that the Company will not be able to realize the tax benefit of the carryforwards. Accordingly, the Company has not recognized a deferred tax asset for this benefit. | |||||||||
Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement. This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. At the date of adoption, and as of December 31, 2014 and 2013, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption. | |||||||||
The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense. As of December 31, 2014 and 2013, the Company has not accrued interest or penalties related to uncertain tax positions. Additionally, tax years 2007 through 2014 remain open to examination by the major taxing jurisdictions to which the Company is subject. | |||||||||
Upon the attainment of taxable income by the Company, management will assess the likelihood of realizing the tax benefit associated with the use of the carryforwards and will recognize a deferred tax asset at that time. | |||||||||
Significant components of the Company’s deferred income tax assets are as follows as of: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Deferred income tax asset: | |||||||||
Net operating loss carryforward | $ | 7,600,000 | $ | 6,400,000 | |||||
Valuation allowance | (7,600,000 | ) | (6,400,000 | ) | |||||
Net deferred income tax asset | $ | — | $ | — | |||||
Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Federal Statutory tax rate | (34 | )% | (34 | )% | |||||
State tax, net of federal benefit | (5 | )% | (5 | )% | |||||
(39 | )% | (39 | )% | ||||||
Valuation allowance | 39 | % | 39 | % | |||||
Effective tax rate | - | % | - | % |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Commitments and Contingencies | -13 | Commitments and Contingencies | |||
Lease Commitments | |||||
The Company leases warehouse space under non-cancelable operating leases. Rental expense under these and other operating leases for the years ended December 31, 2014 and 2013 was $203,000 and $196,000, respectively. | |||||
Future payments under these leases as of December 31, 2014 are as follows: | |||||
Year ending December 31, | Amount | ||||
2015 | $ | 155,000 | |||
2016 | 155,000 | ||||
2017 | 137,000 | ||||
Total | $ | 447,000 | |||
Other Commitments | |||||
The Company has entered into contracts with customers with clauses that commit the Company to pay fees if the Company terminates the agreement early or without cause. The contracts call for the customer to have the right to distribute the Company’s products to a defined type of retailer within a defined geographic region. If the Company should terminate the contract or not automatically renew the agreements without cause, amounts would be due to the customer. As of December 31, 2014 and 2013, the Company has no plans to terminate or not renew any agreement with any of their customers; therefore, no such fees have been accrued in the accompanying financial statements. |
Legal_Proceedings
Legal Proceedings | 12 Months Ended | |
Dec. 31, 2014 | ||
Commitments and Contingencies Disclosure [Abstract] | ||
Legal Proceedings | -14 | Legal Proceedings |
From time to time, we are a party to claims and legal proceedings arising in the ordinary course of business. Our management evaluates our exposure to these claims and proceedings individually and in the aggregate and provides for potential losses on such litigation if the amount of the loss is estimable and the loss is probable. | ||
We believe that there are no material litigation matters at the current time. Although the results of such litigation matters and claims cannot be predicted with certainty, we believe that the final outcome of such claims and proceedings will not have a material adverse impact on our financial position, liquidity, or results of operations. |
Related_Party_Activity
Related Party Activity | 12 Months Ended | |
Dec. 31, 2014 | ||
Related Party Transactions [Abstract] | ||
Related Party Activity | -15 | Related Party Activity |
During the year ended December 31, 2008, the Company entered into an agreement for the distribution of its products internationally. The agreement is between the Company and a company controlled by two brothers of Christopher Reed, Chief Executive Officer of the Company. The agreement remains in effect until terminated by either party and requires the Company to pay 10% of the defined sales of the previous month. During the year ended December 31, 2014, the Company paid commissions of $1,000, and during the year ended December 31, 2013, the Company paid commissions of $15,000. |
Subsequent_Events
Subsequent Events | 12 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | -16 | Subsequent Events |
On January 16, 2015, the Company granted options to employees to purchase 238,000 shares of the Company’s common stock with an exercise price of $5.39 per share. The fair value of the options on the date granted was determined to be approximately $658,000 using the Black-Scholes-Merton option pricing model with the following assumptions: risk-free interest rate of 1.64%; dividend yield of 0%; volatility of 62.71%; with an expected life of 4.5 years and will be amortized ratably over the vesting period of 4 years. | ||
On March 9, 2015, Mark Beaton was hired as Chief Operating Officer of Reed’s Inc. He will be paid a base annual salary of $175,000 and was granted 70,000 stock options priced at $6.46. The fair value of the options on the date granted was determined to be approximately $224,000 using the Black-Scholes-Merton option pricing model with the following assumptions: risk-free interest rate of 1.64%; dividend yield of 0%; volatility of 60.12%; with an expected life of 4.5 years and will be amortized ratably over the vesting period of 4 years. |
Operations_and_Summary_of_Sign1
Operations and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Nature of Operations | A) | Nature of Operations | |||||||
Reed’s, Inc. (the “Company”) was organized under the laws of the state of Florida in January 1991. In 2001, the Company changed its name from Original Beverage Corporation to Reed’s, Inc. and changed its state of incorporation from Florida to Delaware. The Company is engaged primarily in the business of developing, manufacturing and marketing natural non-alcoholic beverages, as well as candies and ice creams. We currently manufacture, market and sell seven unique product lines: | |||||||||
● | Reed’s Ginger Brews, | ||||||||
● | Virgil’s Root Beer, Cream Sodas, Dr. Better and Real Cola, including ZERO diet sodas, | ||||||||
● | Culture Club Kombucha, | ||||||||
● | China Colas, | ||||||||
● | Reed’s Ginger Chews, | ||||||||
● | Reed’s Ginger Ice Creams, | ||||||||
● | Sonoma Sparkler Sparkling Juices | ||||||||
The Company sells its products primarily in natural food stores, supermarket chains, and upscale gourmet stores in the United States and Canada. | |||||||||
Use of Estimates | B) | Use of Estimates | |||||||
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent 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. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, analysis of impairments of recorded intangibles, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. | |||||||||
Accounts Receivable | C) | Accounts Receivable | |||||||
The Company evaluates the collectability of its trade accounts receivable based on a number of factors. In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding. | |||||||||
The allowance for doubtful accounts and returns and discounts is established through a provision reducing the carrying value of receivables. At December 31, 2014 and 2013, the allowance for doubtful accounts and returns and discounts was approximately $253,000 and $324,000, respectively. | |||||||||
Property and Equipment and Related Depreciation | D) | Property and Equipment and Related Depreciation | |||||||
Property and equipment is stated at cost. Expenditures for major renewals and improvements that extend the useful lives of property and equipment or increase production capacity are capitalized, and expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets as follows: | |||||||||
Property and Equipment Type | Years of Depreciation | ||||||||
Building | 39 years | ||||||||
Machinery and equipment | 5-12 years | ||||||||
Vehicles | 5 years | ||||||||
Office equipment | 5-7 years | ||||||||
Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2014 and 2013, the Company did not recognize any impairment for its property and equipment. | |||||||||
Intangible Assets and Impairment Policy | E) | Intangible Assets and Impairment Policy | |||||||
Intangible assets are comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute perpetual cash flows to the Company perpetually. These indefinite-lived intangible assets are not amortized, but are assessed for impairment annually and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If further testing is necessary, we compare the estimated fair value of our indefinite-lived intangible asset with its book value. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, as determined by its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. For the years ended December 31, 2014 and 2013, the Company did not recognize any impairment charges for its indefinite-lived intangible assets. | |||||||||
Concentrations | F) | Concentrations | |||||||
The Company’s cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000 at December 31, 2014. The Company may be exposed to risk for the amounts of funds held in bank accounts in excess of the insurance limit. In assessing the risk, the Company’s policy is to maintain cash balances with high quality financial institutions. The Company had cash balances in excess of the guarantee during the years ended December 31, 2014 and 2013. | |||||||||
During the year ended December 31, 2014, the Company had two customers who accounted for approximately 33% and 14% of its sales, respectively; and during the year ended December 31, 2013, the Company had two customers who accounted for approximately 33% and 12% of its sales, respectively. No other customer accounted for more than 10% of sales in either year. As of December 31, 2014 the Company had accounts receivable due from two customers who comprised $630,000 (25%) and $255,000 (10%) of its total accounts receivable; and as of December 31, 2013 the Company had accounts receivable due from two customers who comprised $584,000 (27%) and $440,000 (21%), respectively, of its total accounts receivable. | |||||||||
The Company currently relies on a single contract packer for a majority of its production and bottling of beverage products. The Company has different packers available for their production of products. Although there are other packers and the Company has outfitted their own brewery and bottling plant, a change in packers may cause a delay in the production process, which could ultimately affect operating results. | |||||||||
During the years ended December 31, 2014 and 2013, the Company had one vendor which accounted for approximately 27% and 29%, respectively of all purchases. At December 31, 2014 and 2013, the Company had accounts payable due to a vendor who comprised 32% and 21% of its total accounts payable, respectively. No other account was in excess of 10% of the balance of accounts payable as of December 31, 2014 and December 31, 2013. | |||||||||
Fair Value of Financial Instruments | G) | Fair Value of Financial Instruments | |||||||
The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: | |||||||||
Level 1—Quoted prices in active markets for identical assets or liabilities. | |||||||||
Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. | |||||||||
Level 3—Unobservable inputs based on the Company’s assumptions. | |||||||||
The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. | |||||||||
Cost of Sales | H) | Cost of sales | |||||||
Cost of goods sold is comprised of the costs of raw materials and packaging utilized in the manufacture of products, co-packing fees, repacking fees, in-bound freight charges, as well as certain internal transfer costs. Additionally, cost of goods sold consists of direct production costs in excess of charges allocated to finished goods in production. Plant costs include labor costs, production supplies, repairs and maintenance, and inventory write-off. Charges for labor and overhead allocated to finished goods are determined on a market cost basis, which may be lower than the actual costs incurred. Plant costs in excess of production allocations are expensed in the period incurred rather than added to the cost of finished goods produced. Expenses not related to the production of our products are classified as operating expenses. | |||||||||
Delivery and Handling Expenses | I) | Delivery and Handling Expenses | |||||||
Shipping and handling costs are comprised of purchasing and receiving costs, inspection costs, warehousing costs, transfer freight costs, and other costs associated with product distribution after manufacture and are included as part of operating expenses. | |||||||||
Income Taxes | J) | Income Taxes | |||||||
The Company uses an asset and liability approach for financial accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense. | |||||||||
Revenue Recognition | K) | Revenue Recognition | |||||||
Revenue is recognized on the sale of a product when the risk of loss transfers to our customers, and collection of the receivable is reasonably assured, which generally occurs when the product is shipped. A product is not shipped without an order from the customer and credit acceptance procedures performed. The allowance for returns is regularly reviewed and adjusted by management based on historical trends of returned items. Amounts paid by customers for shipping and handling costs are included in sales. | |||||||||
The Company accounts for certain sales incentives for customers, including slotting fees, as a reduction of gross sales. These sales incentives for the years ended December 31, 2014 and 2013 approximated $4,199,000 and $4,961,000, respectively. | |||||||||
Net Loss Per Share | L) | Net Loss Per Share | |||||||
Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of shares of Common Stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to Common Stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive. | |||||||||
For the years ended December 31, 2014 and 2013, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. The potentially dilutive securities consisted of the following as of: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Warrants | 301,963 | 101,963 | |||||||
Series A Preferred Stock | 37,644 | 37,644 | |||||||
Options | 705,333 | 639,334 | |||||||
Total | 1,044,940 | 778,941 | |||||||
Advertising Costs | M) | Advertising Costs | |||||||
Advertising costs are expensed as incurred and are included in selling expense in the amount of $649,000 and $120,000, for the years ended December 31, 2014 and 2013, respectively. The company spent $407,000 in 2014 for national cable television advertising. | |||||||||
Stock Compensation Expense | N) | Stock Compensation Expense | |||||||
The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions for services and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (FASB) whereas the value of the award is measured on the date of grant and recognized over the vesting period. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee stock-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total stock-based compensation charge is recorded in the period of the measurement date. | |||||||||
The fair value of the Company’s stock option and warrant grants are estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or warrants, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods. | |||||||||
Recent Accounting Pronouncements | O) | Recent Accounting Pronouncements | |||||||
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for reporting periods beginning after December 15, 2016, and early adoption is not permitted. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management is currently assessing the impact the adoption of ASU 2014-09 and has not determined the effect of the standard on our ongoing financial reporting. | |||||||||
In August 2014, the FASB issued Accounting Standards Update No. 2014-15 (ASU 2014-15), Presentation of Financial Statements - Going Concern (Subtopic 205-10). ASU 2014-15 provides guidance as to management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In connection with preparing financial statements for each annual and interim reporting period, an entity’s management should evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). Management’s evaluation should be based on relevant conditions and events that are known and reasonably knowable at the date that the financial statements are issued (or at the date that the financial statements are available to be issued when applicable). Substantial doubt about an entity’s ability to continue as a going concern exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Company’s financial statement presentation and disclosures. | |||||||||
In January 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-01 (Subtopic 225-20) - Income Statement - Extraordinary and Unusual Items. ASU 2015-01 eliminates the concept of an extraordinary item from GAAP. As a result, an entity will no longer be required to segregate extraordinary items from the results of ordinary operations, to separately present an extraordinary item on its income statement, net of tax, after income from continuing operations or to disclose income taxes and earnings-per-share data applicable to an extraordinary item. However, ASU 2015-01 will still retain the presentation and disclosure guidance for items that are unusual in nature and occur infrequently. ASU 2015-01 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-01 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. | |||||||||
In February, 2015, the FASB issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. ASU 2015-02 provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities such as limited partnerships, limited liability corporations, and securitization structures (collateralized debt obligations, collateralized loan obligations, and mortgage-backed security transactions). ASU 2015-02 is effective for periods beginning after December 15, 2015. The adoption of ASU 2015-02 is not expected to have a material effect on the Company’s consolidated financial statements. Early adoption is permitted. | |||||||||
Other recent accounting pronouncements were issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the “SEC”), however such pronouncements are not believed by management to have a material impact on the Company’s present or future financial statements. |
Operations_and_Summary_of_Sign2
Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accounting Policies [Abstract] | |||||||||
Schedule of Estimated Useful Lives | Depreciation is calculated using accelerated and straight-line methods over the estimated useful lives of the assets as follows: | ||||||||
Property and Equipment Type | Years of Depreciation | ||||||||
Building | 39 years | ||||||||
Machinery and equipment | 5-12 years | ||||||||
Vehicles | 5 years | ||||||||
Office equipment | 5-7 years | ||||||||
Schedule of Potentially Dilutive Securities | For the years ended December 31, 2014 and 2013, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. The potentially dilutive securities consisted of the following as of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Warrants | 301,963 | 101,963 | |||||||
Series A Preferred Stock | 37,644 | 37,644 | |||||||
Options | 705,333 | 639,334 | |||||||
Total | 1,044,940 | 778,941 |
Inventory_Tables
Inventory (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Schedule of Inventory | Inventory is valued at the lower of cost (first-in, first-out) or market, and is comprised of the following as of: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Raw Materials and Packaging | $ | 3,395,000 | $ | 3,118,000 | |||||
Finished Goods | 2,911,000 | 3,175,000 | |||||||
$ | 6,306,000 | $ | 6,293,000 |
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | |||||||||
Schedule of Property and Equipment | Property and equipment is comprised of the following as of: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Land | $ | 1,108,000 | $ | 1,108,000 | |||||
Building | 1,868,000 | 1,829,000 | |||||||
Vehicles | 338,000 | 338,000 | |||||||
Machinery and equipment | 3,312,000 | 2,348,000 | |||||||
Equipment under capital leases | 903,000 | 415,000 | |||||||
Office equipment | 448,000 | 444,000 | |||||||
7,977,000 | 6,482,000 | ||||||||
Accumulated depreciation | (3,405,000 | ) | (2,796,000 | ) | |||||
$ | 4,572,000 | $ | 3,686,000 |
Intangible_Assets_Tables
Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||
Schedule of Intangible Assets Trademarks | Brand names consist of the following three trademarks for natural beverage as of December 31, 2014 and 2013: | ||||||||
Virgil’s | $ | 576,000 | |||||||
China Cola | 224,000 | ||||||||
Sonoma Sparkler | 229,000 | ||||||||
$ | 1,029,000 | ||||||||
Schedule of Deferred Financing Fees | Deferred financing fees are comprised of the following as of: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Loan fees related to financing | $ | 107,000 | 100,000 | ||||||
Accumulated amortization | (107,000 | ) | (40,000 | ) | |||||
$ | - | $ | 60,000 |
Long_Term_Financing_Obligation1
Long Term Financing Obligation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Long Term Financing Obligation | Long term financing obligation is comprised of the following as of: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Financing obligation | $ | 2,673,000 | $ | 2,784,000 | |||||
Valuation discount | (1,031,000 | ) | (526,000 | ) | |||||
1,642,000 | 2,258,000 | ||||||||
Less current portion | (134,000 | ) | (111,000 | ) | |||||
Long term financing obligation | $ | 1,508,000 | $ | 2,147,000 | |||||
Schedule of Aggregate Future Obligations Under the Financing Obligation | Aggregate future obligations under the financing obligation are as follows: | ||||||||
Year | |||||||||
2015 | $ | 134,000 | |||||||
2016 | 160,000 | ||||||||
2017 | 190,000 | ||||||||
2018 | 222,000 | ||||||||
2019 | 259,000 | ||||||||
Thereafter | 1,708,000 | ||||||||
Total | $ | 2,673,000 |
Term_Loan_Tables
Term Loan (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Term Loan | December 31, | ||||||||
2014 | 2013 | ||||||||
Term loan | $ | 1,500,000 | $ | 647,000 | |||||
Less current portion | - | (165,000 | ) | ||||||
Long term debt | $ | 1,500,000 | $ | 482,000 | |||||
Schedule of Aggregate Future Obligations Under the Term Loan | Aggregate future obligations under the term loan are as follows: | ||||||||
Year | |||||||||
2015 | $ | - | |||||||
2016 | 1,500,000 | ||||||||
Total | $ | 1,500,000 |
Obligations_Under_Capital_Leas1
Obligations Under Capital Leases (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Leases [Abstract] | |||||
Schedule of Future Minimum Lease Payments Under Capital Leases | Future minimum lease payments under capital leases are as follows: | ||||
Years Ending December 31, | |||||
2015 | 179,000 | ||||
2016 | 164,000 | ||||
2017 | 149,000 | ||||
2018 | 166,000 | ||||
2019 | 104,000 | ||||
Total payments | 762,000 | ||||
Less: Amount representing interest | (161,000 | ) | |||
Present value of net minimum lease payments | 601,000 | ||||
Less: Current portion | (125,000 | ) | |||
Non-current portion | $ | 476,000 |
Capital_Expansion_CAPEX_Loan_T
Capital Expansion (CAPEX) Loan (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Debt Disclosure [Abstract] | ||||||||
Summary of Capital Loan Payable | 2014 | 2013 | ||||||
$ | 672,000 | $ | - |
Stock_Options_and_Warrants_Tab
Stock Options and Warrants (Tables) | 12 Months Ended | |||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||||||||||||||||
Schedule of Fair Value of Option Award Valuation Assumptions | The risk-free rate for periods within the contractual life of the options is based on the U. S. Treasury yield in effect at the time of the grant. | |||||||||||||||||||||
Year ended | ||||||||||||||||||||||
December 31, | ||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||
Expected volatility | 59 - 66 | % | 71 | % | ||||||||||||||||||
Expected dividends | — | — | ||||||||||||||||||||
Expected average term (in years) | 3.5 - 4.5 | 3 | ||||||||||||||||||||
Risk free rate - average | 0.7 | % | 0.8 | % | ||||||||||||||||||
Forfeiture rate | 0 | % | 0 | % | ||||||||||||||||||
Schedule of Stock Option Activity | A summary of option activity as of December 31, 2014 and changes during the two years then ended is presented below: | |||||||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | |||||||||||||||||||
Exercise Price | Remaining | Intrinsic | ||||||||||||||||||||
Contractual Terms | Value | |||||||||||||||||||||
(Years) | ||||||||||||||||||||||
Outstanding at January 1, 2013 | 607,000 | $ | 1.27 | |||||||||||||||||||
Granted | 414,000 | $ | 3.99 | |||||||||||||||||||
Exercised | (348,332 | ) | $ | 1.14 | ||||||||||||||||||
Forfeited or expired | (33,334 | ) | $ | 3.71 | ||||||||||||||||||
Outstanding at December 31, 2013 | 639,334 | $ | 3.18 | |||||||||||||||||||
Granted | 477,500 | $ | 4.73 | |||||||||||||||||||
Exercised | (216,134 | ) | $ | 2.26 | ||||||||||||||||||
Forfeited or expired | (195,367 | ) | $ | 4.33 | ||||||||||||||||||
Outstanding at December 31, 2014 | 705,333 | $ | 3.96 | 3.6 | $ | 1,362,000 | ||||||||||||||||
Exercisable at December 31, 2014 | 204,757 | $ | 3.68 | 3.5 | $ | 720,000 | ||||||||||||||||
Schedule of Nonvested Shares Granted Under the stock option plan | A summary of the status of the Company’s nonvested shares granted under the Company’s stock option plan as of December 31, 2014 and changes during the year then ended is presented below: | |||||||||||||||||||||
Weighted- | ||||||||||||||||||||||
Average | ||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||
Shares | Fair Value | |||||||||||||||||||||
Nonvested at December 31, 2013 | 370,251 | $ | 1.89 | |||||||||||||||||||
Granted | 477,500 | $ | 4.73 | |||||||||||||||||||
Vested | (166,751 | ) | $ | 2.56 | ||||||||||||||||||
Forfeited | (180,424 | ) | $ | 4.33 | ||||||||||||||||||
Nonvested at December 31, 2014 | 500,576 | $ | 4.5 | |||||||||||||||||||
Schedule of Information Regarding Stock Options | Additional information regarding options outstanding as of December 31, 2014 is as follows: | |||||||||||||||||||||
Options Outstanding at December 31, 2014 | Options Exercisable at | |||||||||||||||||||||
31-Dec-14 | ||||||||||||||||||||||
Range of Exercise | Number of | Weighted Average | Weighted | Number of | Weighted | |||||||||||||||||
Price | Shares | Remaining | Average | Shares | Average | |||||||||||||||||
Outstanding | Contractual Life | Exercise | Exercisable | Exercise Price | ||||||||||||||||||
(years) | Price | |||||||||||||||||||||
$0.01 - $1.99 | 107,333 | 1.9 | $ | 1.27 | 102,334 | $ | 1.47 | |||||||||||||||
$2.00 - $4.99 | 478,000 | 3.7 | $ | 4.28 | 99,090 | $ | 3.52 | |||||||||||||||
$5.00 - $6.99 | 120,000 | 4.6 | $ | 5.13 | 3,333 | 5.7 | ||||||||||||||||
705,333 | 204,757 | |||||||||||||||||||||
Schedule of Stock Warrants Activity | The following table summarizes warrant activity for the two years ended December 31, 2014: | |||||||||||||||||||||
Shares | Weighted-Average | Weighted-Average | Aggregate | |||||||||||||||||||
Exercise Price | Remaining | Intrinsic | ||||||||||||||||||||
Contractual | Value | |||||||||||||||||||||
Terms (Years) | ||||||||||||||||||||||
Outstanding at December 31,2012 | 317,253 | $ | 2.3 | |||||||||||||||||||
Granted | - | - | ||||||||||||||||||||
Exercised | (215,290 | ) | 2.45 | |||||||||||||||||||
Forfeited or expired | - | - | ||||||||||||||||||||
Outstanding at December 31, 2013 | 101,963 | $ | 2.3 | |||||||||||||||||||
Granted | 200,000 | 5.6 | ||||||||||||||||||||
Exercised | - | - | ||||||||||||||||||||
Forfeited or expired | - | - | ||||||||||||||||||||
Outstanding at December 31, 2014 | 301,963 | $ | 4.49 | 3.3 | $ | 430,000 | ||||||||||||||||
Exercisable at December 31, 2014 | 301,963 | $ | 4.49 | 3.3 | $ | 430,000 | ||||||||||||||||
Schedule of Outstanding Warrants to Purchase Common Stock | The following table summarizes the outstanding warrants to purchase Common Stock at December 31, 2014: | |||||||||||||||||||||
Number | Exercise | Expiration Dates | ||||||||||||||||||||
Price | ||||||||||||||||||||||
20,803 | $ | 2.1 | Feb-15 | |||||||||||||||||||
64,899 | $ | 2.25 | Apr-15 | |||||||||||||||||||
16,261 | $ | 2.77 | Feb-16 | |||||||||||||||||||
200,000 | $ | 5.6 | Sep-19 | |||||||||||||||||||
301,963 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Deferred Income Tax Assets | Significant components of the Company’s deferred income tax assets are as follows as of: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Deferred income tax asset: | |||||||||
Net operating loss carryforward | $ | 7,600,000 | $ | 6,400,000 | |||||
Valuation allowance | (7,600,000 | ) | (6,400,000 | ) | |||||
Net deferred income tax asset | $ | — | $ | — | |||||
Schedule of Reconciliation of Effective Income Tax rate to U.S. Statutory Rate | Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows: | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Federal Statutory tax rate | (34 | )% | (34 | )% | |||||
State tax, net of federal benefit | (5 | )% | (5 | )% | |||||
(39 | )% | (39 | )% | ||||||
Valuation allowance | 39 | % | 39 | % | |||||
Effective tax rate | - | % | - | % |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | |||||
Schedule of Future Payments Under Leases | Future payments under these leases as of December 31, 2014 are as follows: | ||||
Year ending December 31, | Amount | ||||
2015 | $ | 155,000 | |||
2016 | 155,000 | ||||
2017 | 137,000 | ||||
Total | $ | 447,000 |
Operations_and_Summary_of_Sign3
Operations and Summary of Significant Accounting Policies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Allowance for doubtful accounts and returns and discounts | $253,000 | $324,000 |
Maximum cash deposit guaranteed by federal deposit insurance corporation | 250,000 | |
Percentage of amount due to vendor for purchase | 27.00% | 29.00% |
Percentage of accounts payable due to vendor | 32.00% | 21.00% |
Percentage of account excess for accounts payable during period | 10.00% | 10.00% |
Sales incentives | 4,199,000 | 4,961,000 |
Selling expense | 4,837,000 | 4,180,000 |
Advertising costs | 649,000 | 120,000 |
National cable television advertising | 431,000 | |
Maximum [Member] | ||
Percentage of sale accounted to customer | 10.00% | 10.00% |
Customer One | ||
Percentage of sale accounted to customer | 33.00% | 33.00% |
Account receivables from customer | 630,000 | 584,000 |
Percentage of receivables from customer to net receivables | 25.00% | 27.00% |
Customer Two | ||
Percentage of sale accounted to customer | 14.00% | 12.00% |
Account receivables from customer | $255,000 | $440,000 |
Percentage of receivables from customer to net receivables | 10.00% | 21.00% |
Operations_and_Summary_of_Sign4
Operations and Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Building [Member] | |
Expected useful life of assets | P39Y |
Machinery And Equipment [Member] | Minimum [Member] | |
Expected useful life of assets | P5Y |
Machinery And Equipment [Member] | Maximum [Member] | |
Expected useful life of assets | P12Y |
Vehicles [Member] | |
Expected useful life of assets | P5Y |
Office Equipment [Member] | Minimum [Member] | |
Expected useful life of assets | P5Y |
Office Equipment [Member] | Maximum [Member] | |
Expected useful life of assets | P7Y |
Operations_and_Summary_of_Sign5
Operations and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Potentially dilutive securities | 1,044,940 | 778,941 |
Warrants [Member] | ||
Potentially dilutive securities | 301,963 | 101,963 |
Series A Preferred Stock [Member] | ||
Potentially dilutive securities | 37,644 | 37,644 |
Options [Member] | ||
Potentially dilutive securities | 705,333 | 639,334 |
Inventory_Schedule_of_Inventor
Inventory - Schedule of Inventory (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Raw Materials and Packaging | $3,395,000 | $3,118,000 |
Finished Goods | 2,911,000 | 3,175,000 |
Inventory, total | $6,306,000 | $6,293,000 |
Property_and_Equipment_Details
Property and Equipment (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Depreciation expense | $609,000 | $445,000 |
Accumulated depreciation for equipment held under capital leases | 3,405,000 | 2,796,000 |
Equipment Held under Capital Leases [Member] | ||
Accumulated depreciation for equipment held under capital leases | $326,000 | $231,000 |
Property_and_Equipment_Schedul
Property and Equipment - Schedule of Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Abstract] | ||
Land | $1,108,000 | $1,108,000 |
Building | 1,868,000 | 1,829,000 |
Vehicles | 338,000 | 338,000 |
Machinery and equipment | 3,312,000 | 2,348,000 |
Equipment under capital leases | 903,000 | 415,000 |
Office equipment | 448,000 | 444,000 |
Property and equipment, gross | 7,977,000 | 6,482,000 |
Accumulated depreciation | -3,405,000 | -2,796,000 |
Property and equipment, net | $4,572,000 | $3,686,000 |
Intangible_Assets_Details_Narr
Intangible Assets (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $67,000 | $55,000 |
Intangible_Assets_Schedule_of_
Intangible Assets - Schedule of Intangible Assets Trademarks (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Brand names | $1,029,000 | $1,029,000 |
Virgil's [Member] | ||
Brand names | 576,000 | 576,000 |
China Cola [Member] | ||
Brand names | 224,000 | 224,000 |
Sonoma Sparkler [Member] | ||
Brand names | $229,000 | $229,000 |
Intangible_Assets_Schedule_of_1
Intangible Assets - Schedule of Deferred Financing Fees (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Loan fees relating to financing | $107,000 | $100,000 |
Accumulated amortization | -107,000 | -40,000 |
Deferred financing fees | $60,000 |
Line_of_Credit_Details_Narrati
Line of Credit (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Nov. 09, 2011 | |
Line of credit current | $3,009,000 | $4,524,000 | |
Extended line of credit date | 5-Dec-16 | ||
Revolving Loan is the prime rate | 9.00% | ||
Percentage of prepayment penalty for prepayment prior to the first anniversary | 1.00% | ||
Revolving line of credit falls | 100,000 | 100,000 | |
Capital expenditures | 500,000 | ||
Percentage of borrowing based on accounts receivable | 85.00% | ||
Percentage of borrowing based on eligible inventory | 60.00% | ||
Percentage of monthly management fee as average monthly loan balance | 9.00% | ||
Percentage of previous fee as average monthly loan balance | 45.00% | ||
Line of Credit Agreement [Member] | |||
Line of credit borrowing availability | 1,042,000 | ||
Prime Rate [Member] | |||
Revolving Loan is the prime rate | 0.35% | ||
PMC Financial Services Group, LLC [Member] | |||
Line of credit current | $6,000,000 | ||
Extended line of credit period | 2 years | ||
Extended line of credit date | 5-Dec-14 | ||
Revolving Loan is the prime rate | 11.60% |
Long_Term_Financing_Obligation2
Long Term Financing Obligation (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2014 | Oct. 01, 2014 | |
Proceeds from sale of transaction cost | $3,056,000 | |||
Percentage of interest expense and reduction in the financing obligation at implicit rate | 9.90% | |||
Number of warrants issued to purchase of common stock | 400,000 | |||
Issuance of warrants price per share | $1.20 | |||
Warrants term | 5 years | |||
Warrants issued during period value | 752,000 | |||
Warrants expected dividends | 0.00% | |||
Amortization of warrant, term | 15 years | |||
Amortization of debt discount | 50,000 | 50,000 | ||
Expected Term | 4 years | 3 years | ||
Volatility rate | 63.00% | 71.00% | ||
Expected dividend | 0.00% | |||
Financing obligation | 2,673,000 | 2,784,000 | ||
Warrants [Member] | ||||
Issuance of warrant to purchases of common stock | 200,000 | |||
common stock, per shares | $5.60 | |||
Warrant terms | 5 years | |||
Warrant value | 584,000 | 584,000 | ||
Expected Term | 5 years | 5 years | ||
Volatility rate | 59.53% | 59.53% | ||
Expected dividend | 0.00% | 0.00% | ||
Discount rate | 1.25% | |||
Chief Executive Officer [Member] | ||||
Proceeds financial obligation limit guaranteed by related party | 150,000 | |||
Minimum [Member] | ||||
Warrants strike price | $2.10 | |||
Warrants volatility rate | 91.36% | |||
Warrants discount rate | 2.15% | |||
Expected Term | 3 years 6 months | |||
Volatility rate | 59.00% | |||
Maximum [Member] | ||||
Warrants strike price | $2.25 | |||
Warrants volatility rate | 110.90% | |||
Warrants discount rate | 2.20% | |||
Expected Term | 4 years 6 months | |||
Volatility rate | 66.00% | |||
Chief Executive Officer [Member] | ||||
Proceeds financial obligation limit guaranteed by related party | $150,000 |
Long_Term_Financing_Obligation3
Long Term Financing Obligation - Schedule of Long Term Financing Obligation (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Valuation discount | ($1,031,000) | ($526,000) |
Less current portion | -134,000 | -111,000 |
Long term financing obligation | 1,508,000 | 2,147,000 |
Long Term Financing Obligation [Member] | ||
Financing obligation | 2,673,000 | 2,784,000 |
Valuation discount | -1,031,000 | -526,000 |
Financing obligation, net of discount | 1,642,000 | 2,258,000 |
Less current portion | -134,000 | -111,000 |
Long term financing obligation | $1,508,000 | $2,147,000 |
Long_Term_Financing_Obligation4
Long Term Financing Obligation - Schedule of Aggregate Future Obligations Under Financing Obligation (Details) (USD $) | Dec. 31, 2014 |
Debt Disclosure [Abstract] | |
2015 | $134,000 |
2016 | 160,000 |
2017 | 190,000 |
2018 | 222,000 |
2019 | 259,000 |
Thereafter | 1,708,000 |
Total | $2,673,000 |
Term_Loan_Details_Narrative
Term Loan (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | |
Dec. 05, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Line of credit interest rate | 9.00% | ||
PMC Financial Services Group, LLC [Member] | |||
Term loan amount | $750,000 | ||
Loan bears interest, description | The Term Loan’s outstanding principal balance was increased to $1,500,000 and the annual interest rate was revised to prime plus 5.75% (currently 9%). The outstanding principal loan balance at the time of the amendment was $496,572. | In connection with the Loan and Security Agreement with PMC Financial Services Group, LLC (see Note 5), the Company entered into a Term Loan. The loan is for $750,000, bears interest at the prime rate plus 11.6%, not to be below 14.85% (14.85% at December 31, 2013), is secured by all of the unencumbered assets of the Company. | |
Line of credit interest rate | 11.60% | ||
Maximum limit of line of credit interest rate | 14.85% | 14.85% | |
Term loan outstanding principal balance | 496,572 | ||
Maturity date of term loan | 16-Dec-16 | ||
PMC Financial Services Group, LLC [Member] | Maximum [Member] | |||
Line of credit interest rate | 5.75% | ||
Maximum limit of line of credit interest rate | 9.00% | ||
Term loan outstanding principal balance | $1,500,000 |
Term_Loan_Schedule_of_Term_Loa
Term Loan - Schedule of Term Loan (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
Term loan | $1,500,000 | $647,000 |
Less current portion | -165,000 | |
Long term debt | $1,500,000 | $482,000 |
Term_Loan_Schedule_of_Aggregat
Term Loan - Schedule of Aggregate Future Obligations Under Term Loan (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
2015 | ||
2016 | 1,500,000 | |
Long term debt | $1,500,000 | $482,000 |
Obligations_Under_Capital_Leas2
Obligations Under Capital Leases (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Units | ||
Equipment held under capital leases | $903,000 | $415,000 |
Number of non-cancelable capital leases | 9 | |
Payment of lease amount | 16,000 | |
Lease expire date | 2019 | |
Minimum [Member] | ||
Payment of lease range per month | 189 | |
Percentage of interest for lease amount | 6.51% | |
Maximum [Member] | ||
Payment of lease range per month | $10,441 | |
Percentage of interest for lease amount | 17.31% |
Obligations_Under_Capital_Leas3
Obligations Under Capital Leases - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Leases [Abstract] | ||
2015 | $179,000 | |
2016 | 164,000 | |
2017 | 149,000 | |
2018 | 166,000 | |
2019 | 104,000 | |
Total payments | 762,000 | |
Less: Amount representing interest | -161,000 | |
Present value of net minimum lease payments | 601,000 | |
Less: Current portion | -125,000 | -79,000 |
Non-current portion | $476,000 | $106,000 |
Capital_Expansion_CAPEX_Loan_D
Capital Expansion (CAPEX) Loan (Details Narrative) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Installments | |
Capex loan interest rate | 9.00% |
Future borrowing availability | $2,328,000 |
Capex Loan [Member] | |
Excess of outstanding amount | 3,000,000 |
Number of monthly installments | 48 |
Loan balance amount | $672,000 |
Capex Loan [Member] | Prime Rate [Member] | |
Capex loan interest rate | 5.75% |
Capital_Expansion_CAPEX_Loan_S
Capital Expansion (CAPEX) Loan - Summary of Capital Loan Payable (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Disclosure [Abstract] | ||
Capital Expansion Loan | $672,000 |
Stockholders_Equity_Details_Na
Stockholders' Equity (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, par value | $10 | $10 |
Preferred stock, shares outstanding | 9,411 | 9,411 |
Common stock, authorized | 19,500,000 | 19,500,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock, issued | 13,068,058 | 12,922,832 |
Common stock, outstanding | 13,068,058 | 12,922,832 |
Common stock issued for services, shares | 2,807 | 1,250 |
Common stock issued for services exercise price | $4 | |
Common stock issued for services, value | $13,000 | $5,000 |
Preferred Shareholders [Member] | ||
Dividend payable to preferred shareholders | 5,000 | |
Series A Preferred Stock [Member] | ||
Preferred stock, shares authorized | 500,000 | |
Preferred stock, par value | $10 | |
Percentage of noncumulative preferred stock | 5.00% | |
Preferred stock, shares outstanding | 9,411 | 9,411 |
Preferred stock shares, liquidation preference | $10 | |
Preferred stock conversation of common stock decri | Each share of Series A Preferred stock can be converted to four shares of Reed’s common stock. | |
Preferred stock, redemption price per share | $10 | |
Dividend payable to preferred shareholders | $5,000 | |
Dividend paid by issuance of common stock | 4,760 | |
Number of preferred stock converted | 1,000 | |
Number of Preferred stock converted into common stock | 4,000 | |
Common Stock [Member] | ||
Dividend paid by issuance of common stock | 1,057 | 1,064 |
Common stock issued for services, shares | 2,807 |
Stock_Options_and_Warrants_Det
Stock Options and Warrants (Details Narrative) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | ||
Jun. 05, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 01, 2014 | Oct. 01, 2014 | |
Percentage of option fixed price | 100.00% | ||||
Number of option authorized | 477,500 | 414,000 | |||
Stock options granted to employees | 477,500 | 414,000 | |||
Stock options at market price per share | $4.73 | $3.99 | |||
Aggregate value of options vesting, net of forfeitures | $79,800 | $327,000 | |||
Aggregate value of unvested options | 2,108,000 | ||||
Expected dividend yield | 0.00% | ||||
Expected term | 4 years | 3 years | |||
Number of employee options repriced | 323,000 | ||||
Stock option, exercise price | $4.60 | $2.26 | $1.14 | ||
Increase in stock compensation expense | 4,000 | ||||
Stock options exercise shares | -216,134 | -348,332 | |||
Proceeds From Stock Options Exercised | 30,000 | ||||
Number of option issued for common stock | 131,362 | ||||
Number of stock issued under stock option | 141,362 | ||||
Weighted-average grant date fair value | $2.03 | $1.97 | |||
Aggregate intrinsic values | 1,362,000 | ||||
Value of difference between market price and exercise price | 720,000 | ||||
Option exercise price per share | $5.91 | ||||
Volatility rate | 63.00% | 71.00% | |||
Warrants [Member] | |||||
Discount rate | 1.25% | ||||
Expected dividend yield | 0.00% | 0.00% | |||
Expected term | 5 years | 5 years | |||
Aggregate intrinsic values | 430,000 | ||||
Number of warrants issued to purchase common stock | 215,290 | 200,000 | |||
Warrant exercise price per share | $5.91 | $2.45 | $5.60 | $5.60 | |
Fair value of warrants | 584,000 | ||||
Volatility rate | 59.53% | 59.53% | |||
Proceeds from issuance of common stock | 373,000 | ||||
Issuance of common stock | 188,635 | ||||
Principal Shareholder And Chief Executive Officer [Member] | |||||
Personal guarantee value | 150,000 | 150,000 | |||
Minimum [Member] | |||||
Option vesting period | 2 years | ||||
Expected term | 3 years 6 months | ||||
Stock option, exercise price | $4.74 | $1.14 | |||
Volatility rate | 59.00% | ||||
Minimum [Member] | Warrants [Member] | |||||
Warrant exercise price per share | $2.10 | ||||
Maximum [Member] | |||||
Option vesting period | 4 years | ||||
Expected term | 4 years 6 months | ||||
Stock option, exercise price | $6.70 | $5.70 | |||
Volatility rate | 66.00% | ||||
Maximum [Member] | Warrants [Member] | |||||
Warrant exercise price per share | $2.77 | ||||
2001 Stock Option Plan [Member] | |||||
Number of option authorized | 500,000 | ||||
2007 Stock Option Plan [Member] | |||||
Number of option authorized | 1,500,000 | ||||
Exercises Stock Option Plan One [Member] | |||||
Stock options exercise shares | 10,000 | ||||
Proceeds From Stock Options Exercised | $25,700 | ||||
Number of option issued under cash-less exercise | 206,134 |
Stock_Option_And_Warrants_Sche
Stock Option And Warrants - Schedule of Fair Value of Option Award Valuation Assumptions (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Expected volatility | 63.00% | 71.00% |
Expected dividends | ||
Expected average term (in years) | 4 years | 3 years |
Risk free rate - average | 0.70% | 0.80% |
Forfeiture rate | 0.00% | 0.00% |
Minimum [Member] | ||
Expected volatility | 59.00% | |
Expected average term (in years) | 3 years 6 months | |
Maximum [Member] | ||
Expected volatility | 66.00% | |
Expected average term (in years) | 4 years 6 months |
Stock_Options_and_Warrants_Sch
Stock Options and Warrants - Schedule of Stock Option Activity (Details) (USD $) | 0 Months Ended | 12 Months Ended | |
Jun. 05, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Shares Outstanding, Beginning balance | 639,334 | 607,000 | |
Shares, Granted | 477,500 | 414,000 | |
Shares, Exercised | -216,134 | -348,332 | |
Shares, Forfeited or expired | -195,367 | -33,334 | |
Shares Outstanding, Ending balance | 705,333 | 639,334 | |
Shares Exercisable | 204,757 | ||
Weighted-Average Exercise Price, Outstanding, Beginning | $3.18 | $1.27 | |
Weighted-Average Exercise Price, Granted | $4.73 | $3.99 | |
Weighted-Average Exercise Price, Exercised | $4.60 | $2.26 | $1.14 |
Weighted-Average Exercise Price, Forfeited or expired | $4.33 | $3.71 | |
Weighted-Average Exercise Price, Outstanding, Ending | $3.96 | $3.18 | |
Weighted-Average Exercise Price, Exercisable | $3.68 | ||
Weighted-Average Remaining Contractual Terms (Years), Outstanding | 3 years 7 months 6 days | ||
Weighted-Average Remaining Contractual Terms (Years), Exercisable | 3 years 6 months | ||
Aggregate Intrinsic Value, Share Outstanding | $1,362,000 | ||
Aggregate Intrinsic Value, Share Exercisable | $720,000 |
Stock_Options_and_Warrants_Sch1
Stock Options and Warrants - Schedule of Nonvested Shares Granted Under the Stock Option Plan (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Nonvested, Shares Outstanding, Beginning | 370,251 | |
Nonvested, Shares Granted | 477,500 | 414,000 |
Nonvested, Shares Vested | -166,751 | |
Nonvested, Shares Forfeited | -180,424 | |
Nonvested, Shares Outstanding, Ending | 500,576 | 370,251 |
Weighted-Average Grant Date Fair Value, Nonvested Shares Outstanding, Beginning balance | $1.89 | |
Weighted-Average Grant Date Fair Value, Nonvested Shares Granted | $4.73 | |
Weighted-Average Grant Date Fair Value, Nonvested Shares Vested | $2.56 | |
Weighted-Average Grant Date Fair Value, Nonvested Shares Forfeited | $4.33 | |
Weighted-Average Grant Date Fair Value, Nonvested Shares Outstanding, Ending balance | $4.50 | $1.89 |
Stock_Options_and_Warrants_Sch2
Stock Options and Warrants - Schedule of Information Regarding Stock Options (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Number of Shares Outstanding | 705,333 |
Weighted Average Remaining Contractual Life (years) | 3 years 7 months 6 days |
Number of Shares Exercisable | 204,756 |
Range One [Member] | |
Range of Exercise Price Lower Limit | 0.01 |
Range of Exercise Price Upper limit | 1.99 |
Number of Shares Outstanding | 107,333 |
Weighted Average Remaining Contractual Life (years) | 1 year 10 months 24 days |
Weighted Average Exercise Price | 1.27 |
Number of Shares Exercisable | 102,334 |
Weighted Average Exercise Price | 1.47 |
Range Two [Member] | |
Range of Exercise Price Lower Limit | 2 |
Range of Exercise Price Upper limit | 4.99 |
Number of Shares Outstanding | 478,000 |
Weighted Average Remaining Contractual Life (years) | 3 years 8 months 12 days |
Weighted Average Exercise Price | 4.28 |
Number of Shares Exercisable | 99,090 |
Weighted Average Exercise Price | 3.52 |
Range Three [Member] | |
Range of Exercise Price Lower Limit | 5 |
Range of Exercise Price Upper limit | 6.99 |
Number of Shares Outstanding | 120,000 |
Weighted Average Remaining Contractual Life (years) | 4 years 7 months 6 days |
Weighted Average Exercise Price | 5.13 |
Number of Shares Exercisable | -3,333 |
Weighted Average Exercise Price | 0 |
Stock_Options_and_Warrants_Sch3
Stock Options and Warrants - Schedule of Stock Warrants Activity (Details) (Warrants [Member], USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants [Member] | ||
Shares Outstanding, Beginning Balance | 101,963 | 317,253 |
Shares Granted | 200,000 | |
Shares Exercised | -215,290 | |
Shares Forfeited or expired | ||
Shares Outstanding, Ending Balance | 301,963 | 101,963 |
Warrants Exercisable | 301,963 | |
Weighted Average Exercise Price, Outstanding, Beginning | $2.30 | $2.30 |
Weighted Average Exercise Price, Granted | $5.60 | |
Weighted Average Exercise Price, Exercised | ($2.45) | |
Weighted Average Exercise Price, Forfeited or expired | ||
Weighted Average Exercise Price, Outstanding, Ending | $4.49 | $2.30 |
Weighted Average Exercise Price, Exercisable | $4.49 | |
Weighted Average Remaining Contractual Terms (Years), Outstanding | 3 years 3 months 18 days | |
Weighted Average Remaining Contractual Terms (Years), Exercisable | 3 years 3 months 18 days | |
Aggregate Intrinsic Value, Outstanding | $430,000 | |
Aggregate Intrinsic Value, Exercisable | $430,000 |
Stock_Options_and_Warrants_Sch4
Stock Options and Warrants - Schedule of Outstanding Warrants to Purchase Common Stock (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Oct. 01, 2014 | Dec. 31, 2013 | |
Warrants One [Member] | |||
Number of warrants outstanding | 20,803 | ||
Warrants Exercise Price | $2.10 | ||
Warrants Expiration Dates | 2015-02 | ||
Warrants Two [Member] | |||
Number of warrants outstanding | 64,899 | ||
Warrants Exercise Price | $2.25 | ||
Warrants Expiration Dates | 2015-04 | ||
Warrants Three [Member] | |||
Number of warrants outstanding | 16,261 | ||
Warrants Exercise Price | $2.77 | ||
Warrants Expiration Dates | 2016-02 | ||
Warrants Four [Member] | |||
Number of warrants outstanding | 200,000 | ||
Warrants Exercise Price | $5.60 | ||
Warrants Expiration Dates | 2019-09 | ||
Warrants [Member] | |||
Number of warrants outstanding | 301,963 | ||
Warrants Exercise Price | $5.91 | $5.60 | $2.45 |
Income_Taxes_Details_Narrative
Income Taxes (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Federal net operating loss carryforwards | $17,800,000 | $16,500,000 |
State net operating loss carryforwards | $13,300,000 | $12,500,000 |
Federal carryforward loss expires year | 2033 | |
State carryforward loss expires year | 2018 |
Income_Tax_Schedule_of_Deferre
Income Tax - Schedule of Deferred Income Tax Assets (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carry forward | $7,600,000 | $6,400,000 |
Valuation allowance | -7,600,000 | -6,400,000 |
Net deferred income tax asset |
Income_Tax_Schedule_of_Reconci
Income Tax - Schedule of Reconciliation of Effective Income Tax rate to U.S. Statutory Rate (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | ||
Federal Statutory tax rate | -34.00% | -34.00% |
State tax net of federal benefit | -5.00% | -5.00% |
Change in valuation | -39.00% | -39.00% |
Valuation allowance | 39.00% | 39.00% |
Effective tax rate | 0.00% | 0.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Rental expense | $203,000 | $196,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Payments Under Leases (Details) (USD $) | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $155,000 |
2016 | 155,000 |
2017 | 137,000 |
Total | $447,000 |
Related_Party_Activity_Details
Related Party Activity (Details Narrative) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ||
Percentage of amount pay to defined sales | 10.00% | |
Commissions | $1,000 | $15,000 |
Subsequent_Events_Details_Narr
Subsequent Events (Details Narrative) (USD $) | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Jan. 16, 2015 | Mar. 09, 2015 | |
Stock options granted to employees | 477,500 | 414,000 | ||
Option granted to employees, exercise price per share | $4.73 | $3.99 | ||
Fair value assumptions, risk free interest rate | 0.70% | 0.80% | ||
Fair value assumptions, dividend yield | 0.00% | |||
Volatility rate | 63.00% | 71.00% | ||
Expected term | 4 years | 3 years | ||
Subsequent Event [Member] | ||||
Stock options granted to employees | 238,000 | |||
Option granted to employees, exercise price per share | $5.39 | |||
Fair value of options granted | $658,000 | |||
Fair value assumptions, risk free interest rate | 1.64% | |||
Fair value assumptions, dividend yield | 0.00% | |||
Volatility rate | 55.57% | |||
Expected term | 4 years 6 months | |||
Amortized ratably over vesting period | 4 years | |||
Subsequent Event [Member] | Chief Operating Officer [Member] | ||||
Stock options granted to employees | 70,000 | |||
Option granted to employees, exercise price per share | $6.46 | |||
Fair value of options granted | 224,000 | |||
Fair value assumptions, risk free interest rate | 1.64% | |||
Fair value assumptions, dividend yield | 0.00% | |||
Volatility rate | 6.01% | |||
Expected term | 4 years 6 months | |||
Amortized ratably over vesting period | 4 years | |||
Annual salary | $175,000 |