Document and Entity Information
Document and Entity Information | 9 Months Ended |
Sep. 30, 2015shares | |
Document And Entity Information | |
Entity Registrant Name | REED'S, INC. |
Entity Central Index Key | 1,140,215 |
Document Type | 10-Q |
Document Period End Date | Sep. 30, 2015 |
Amendment Flag | false |
Current Fiscal Year End Date | --12-31 |
Entity Filer Category | Smaller Reporting Company |
Entity Common Stock, Shares Outstanding | 13,147,815 |
Trading Symbol | REED |
Document Fiscal Period Focus | Q3 |
Document Fiscal Year Focus | 2,015 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 1,203,000 | $ 959,000 |
Trade accounts receivable, net of allowance for doubtful accounts and returns and discounts of $416,000 and $253,000, respectively | 3,744,000 | 2,500,000 |
Inventory, net of reserve for obsolescence of $526,000 and $90,000, respectively | 7,900,000 | 6,306,000 |
Prepaid inventory | 690,000 | 1,287,000 |
Prepaid and other current assets | 314,000 | 447,000 |
Total Current Assets | 13,851,000 | 11,499,000 |
Property and equipment, net of accumulated depreciation of $4,008,000 and $3,405,000, respectively | 5,282,000 | 4,572,000 |
Brand names | 1,029,000 | 1,029,000 |
Total assets | 20,162,000 | 17,100,000 |
Current Liabilities: | ||
Accounts payable | 7,710,000 | 5,894,000 |
Accrued expenses | 151,000 | 130,000 |
Line of credit | 4,329,000 | 3,009,000 |
Current portion of long term financing obligation | 154,000 | 134,000 |
Current portion of capital leases payable | 127,000 | $ 125,000 |
Term loans payable | 1,841,000 | |
Total current liabilities | 14,312,000 | $ 9,292,000 |
Long term financing obligation, less current portion, net of discount of $962,000 and $1,031,000, respectively | 1,459,000 | 1,508,000 |
Capital leases payable, less current portion | 383,000 | 476,000 |
Term loans payable | 2,990,000 | 2,172,000 |
Total Liabilities | 19,144,000 | 13,448,000 |
Stockholders' equity: | ||
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding | 94,000 | 94,000 |
Common stock, $.0001 par value, 19,500,000 shares authorized, 13,147,815 and 13,068,058 shares issued and outstanding, respectively | 1,000 | 1,000 |
Additional paid in capital | 27,094,000 | 26,300,000 |
Accumulated deficit | (26,171,000) | (22,743,000) |
Total stockholders' equity | 1,018,000 | 3,652,000 |
Total liabilities and stockholders' equity | $ 20,162,000 | $ 17,100,000 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts, returns and discounts | $ 416,000 | $ 253,000 |
Inventory, reserve for obsolescence net | 526,000 | 90,000 |
Property and equipment, accumulated depreciation | 4,008,000 | 3,405,000 |
Long term financing obligation, net of discount | $ 962,000 | $ 1,031,000 |
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 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 19,500,000 | 19,500,000 |
Common stock, shares issued | 13,147,815 | 13,068,058 |
Common stock, shares outstanding | 13,147,815 | 13,068,058 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Statement [Abstract] | ||||
Sales, net | $ 10,713,000 | $ 12,319,000 | $ 33,561,000 | $ 32,456,000 |
Cost of goods sold | 9,153,000 | 8,434,000 | 25,104,000 | 21,962,000 |
Gross profit | 1,560,000 | 3,885,000 | 8,457,000 | 10,494,000 |
Operating expenses: | ||||
Delivery and handling expenses | 1,354,000 | 1,310,000 | 3,952,000 | 3,131,000 |
Selling and marketing expense | 1,242,000 | 1,480,000 | 3,770,000 | 3,604,000 |
General and administrative expense | 1,108,000 | 849,000 | 3,332,000 | 2,730,000 |
Total operating expenses | 3,704,000 | 3,639,000 | 11,054,000 | 9,465,000 |
Income (loss) from operations | (2,144,000) | 246,000 | (2,597,000) | 1,029,000 |
Interest expense | (321,000) | (195,000) | (826,000) | (560,000) |
Income (loss) before income taxes | $ (2,465,000) | 51,000 | $ (3,423,000) | 469,000 |
Income Tax | (3,000) | (3,000) | ||
Net income (loss) | $ (2,465,000) | $ 48,000 | $ (3,423,000) | 466,000 |
Preferred stock dividends | (5,000) | (5,000) | ||
Net income (loss) attributable to common stockholders | $ (2,465,000) | $ 48,000 | $ (3,428,000) | $ 461,000 |
Income (loss) per share available to common stockholders, basic | $ (.19) | $ 0 | $ (.26) | $ 0.04 |
Weighted average number of shares outstanding - basic | 13,133,424 | 13,053,627 | 13,102,614 | 13,034,707 |
Income (loss) per share available to common stockholders, diluted | $ (.19) | $ 0 | $ (.26) | $ 0.04 |
Weighted average number of shares outstanding - diluted | 13,133,424 | 13,135,317 | 13,102,614 | 13,291,536 |
Condensed Statement of Changes
Condensed Statement of Changes in Stockholders' Equity (Unaudited) - 9 months ended Sep. 30, 2015 - USD ($) | Common Stock [Member] | Series A Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total |
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 | |||
Common shares issued upon exercise of warrants | 74,000 | 74,000 | |||
Common shares issued upon exercise of warrants, Shares | 34,692 | ||||
Common shares issued upon exercise of options, Shares | 44,314 | ||||
Fair value vesting of options issued for services | 715,000 | 715,000 | |||
Series A Preferred Stock Dividend | $ 751 | $ 5,000 | $ (5,000) | (5,000) | |
Net loss | (3,423,000) | (3,423,000) | |||
Balance at Sep. 30, 2015 | $ 1,000 | $ 94,000 | $ 27,094,000 | $ (26,171,000) | $ 1,018,000 |
Balance, Shares at Sep. 30, 2015 | 13,147,815 | 9,411 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Cash flows from operating activities: | ||
Net Income (loss) | $ (3,423,000) | $ 466,000 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 683,000 | 536,000 |
Fair value of stock options issued to employees | 715,000 | 308,000 |
Fair value of common stock issued for services and bonus | 10,000 | |
(Decrease) increase in allowance for doubtful accounts | 163,000 | 90,000 |
Changes in assets and liabilities: | ||
Accounts receivable | (1,090,000) | (1,706,000) |
Inventory | (1,594,000) | 309,000 |
Prepaid Inventory | 597,000 | (644,000) |
Prepaid expenses and other current assets | 66,000 | |
Accounts payable | 1,816,000 | 2,177,000 |
Accrued expenses | 21,000 | 11,000 |
Net cash provided by (used in) operating activities | (2,046,000) | 1,557,000 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (415,000) | (355,000) |
Net cash used in investing activities | (415,000) | (355,000) |
Cash flows from financing activities: | ||
Proceeds from stock option and warrant exercises | 74,000 | 26,000 |
Proceeds from short term borrowing | 1,500,000 | |
Principal repayments on long term financing obligation | (97,000) | (81,000) |
Principal repayments on capital lease obligation | (91,000) | 52,000 |
Principal repayments on term loan | (129,000) | |
Net draw down (repayment) on line of credit | 1,319,000 | (365,000) |
Net cash (used in) provided by financing activities | 2,705,000 | (601,000) |
Net increase in cash | 244,000 | 601,000 |
Cash at beginning of period | 959,000 | 1,104,000 |
Cash at end of period | 1,203,000 | 1,705,000 |
Cash paid during the period for: | ||
Interest | 826,000 | 560,000 |
Non Cash Investing and Financing Activities | ||
Property and equipment acquired through capital expansion loan | 910,000 | $ 475,000 |
Other current assets acquired through capital expansion loan | 250,000 | |
Dividends Payable in common stock | $ 5,000 | $ 5,000 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Summary of Significant Accounting Policies | 1. Basis of Presentation and Summary of Significant Accounting Policies The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Reeds, Inc. (the Company), contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at September 30, 2015 and the results of operations and cash flows for the nine months ended September 30, 2015 and 2014. The balance sheet as of December 31, 2014 is derived from the Companys audited financial statements. Certain information and footnote disclosures normally included in the financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Companys Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on March 26, 2015. The results of operations for the nine months ended September 30, 2015 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2015. 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, liabilities, disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expense during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, analysis of impairments of recorded intangibles, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Income (Loss) per Common 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 per share is computed by dividing the net income applicable to common stock holders 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 when their effect is antidilutive. For the three and nine months ended September 30, 2015 the calculations of basic and diluted loss per share are the same, since the effect of the potentially dilutive securities was anti-dilutive. For the three and nine months ended September 30, 2014 the calculations of diluted earnings per share included stock options and warrants, calculated under the treasury stock method, and excluded preferred stock since the effect was antidilutive. The calculation of weighted average shares outstanding diluted is as follows: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Net income (loss) attributable to common stockholders $ (2,465,000 ) $ 48,000 $ (3,428,000 ) $ 461,000 Denominator: Weighted average shares outstanding - basic 13,133,424 13,053,627 13,102,614 13,034,707 Effect of dilutive instruments: Warrants and options - 81,690 - 256,829 Weighted average shares outstanding-diluted 13,133,424 13,135,317 13,102,614 13,291,536 The Company had potentially dilutive securities that consisted of: September 30, 2015 September 30, 2014 Warrants 216,261 101,963 Series A Preferred Stock 37,644 37,644 Options 990,000 716,833 Total 1,243,905 856,440 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 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, 2017, and early adoption is 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 June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation Stock Compensation (Topic 718) In August 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entitys ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entitys ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Companys 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 Companys 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 Companys consolidated financial statements. Early adoption is permitted. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. Concentrations The Companys cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Companys policy is to maintain cash balances with high quality financial institutions. The Company had cash balances on deposit with banks in excess of $250,000 during the nine months ended September 30, 2015. On September 1, 2015, as previously announced, the company negotiated a new term loan (Term Loan B) with PMC Financial Services Group, LLC. This loan was used to bridge cash flow until new production sites began operations and free up available cash to complete the LA Plant upgrade. As conditions improved, on November 10, 2015, the company restructured both outstanding term loans to have a new maturity date of April 1, 2017. See subsequent events for further discussion. During the nine months ended September 30, 2015 and 2014, the Company had two customers which accounted for approximately 29% and 12% of sales in 2015, and 34% and 13% of sales in 2014, respectively. No other customers accounted for more than 10% of sales in either period. During the three months ended September 30, 2015 and 2014, the Company had two customers which accounted for approximately 24% and 9% of sales in 2015, and 28% and 16% of sales in 2014, respectively. No other customers accounted for more than 10% of sales in either period. As of September 30, 2015, the Company had accounts receivable due from one customer who comprised 20% of its total accounts receivable and as of December 31, 2014 the Company had accounts receivable due from one customer which comprised 25% of its total accounts receivable. During the nine months ended September 30, 2015, the Company had one vendor which accounted for approximately 25% of all purchases, and in the nine months ended September 30, 2014 one vendor who accounted for approximately 26% of all purchases. No other vendor accounted for more than 10% of all purchases in either period. As of September 30, 2015, the Company had one vendor which accounted for approximately 16% of total accounts payable and as of December 31, the Company had two vendors which accounted for approximately 11% and 10% of total accounts payable. No other account was in excess of 10% of the balance of accounts payable as of September 30, 2015 and December 31, 2014. Advertising Advertising costs are expensed as incurred. For the three months ended September 30, 2015 and 2014, advertising costs were $3,000 and $460,000, respectively and for the nine months ended September 30, 2015 and 2014, advertising costs were $39,000 and $571,000 respectively. 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 1Quoted prices in active markets for identical assets or liabilities. Level 2Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3Unobservable inputs based on the Companys assumptions. The Company had no such assets or liabilities recorded to be valued on the basis above at September 30, 2015 or December 31, 2014. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | 2. Inventory Inventory is valued at the lower of cost (first-in, first-out or market) and, net of reserves, is comprised of the following as of: September 30, 2015 December 31, 2014 (Unaudited) Raw Materials and packaging $ 5,704,000 $ 3,395,000 Finished Goods 2,196,000 2,911,000 Total Inventory $ 7,900,000 $ 6,306,000 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 3. Property and Equipment Property and equipment are comprised of the following as of: September 30, 2015 December 31, 2014 (Unaudited) Land $ 1,108,000 $ 1,108,000 Building 1,871,000 1,868,000 Vehicles 321,000 338,000 Machinery and equipment 3,799,000 3,312,000 Equipment under capital leases 857,000 903,000 Assets Under Construction 866,000 - Office equipment 468,000 448,000 9,290,000 7,977,000 Accumulated depreciation (4,008,000 ) (3,405,000 ) $ 5,282,000 $ 4,572,000 Depreciation expense for the nine months ended September 30, 2015 and 2014 was $615,000 and $448,000, respectively. Machinery and equipment at September 30, 2015 and December 31, 2014 includes equipment held under capital leases of $857,000. Accumulated depreciation on equipment held under capital leases was $430,000 on September 30, 2015 and $326,000 on December 31, 2014. |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable [Abstract] | |
Notes Payable | 4. Notes Payable Revolving 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, that provides a $6,000,000 revolving line of credit. The Amended Agreement extends and amends the Revolving Loan and Term Loan (see Note 5) and adds a new Capital Expansion Loan (the Capex Loan) (see Note 7). At September 30, 2015 and December 31, 2014, the aggregate amount outstanding under the line of credit was $4,329,000 and $3,009,000 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% subject to adjustment as discussed below. 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 Companys assets. The interest rate on the Revolving Loan is the prime rate plus 5.75% (9% at September 30, 2015). The amended monthly management fee is .45% of the average monthly loan balance. As of September 30, 2015, the Company had borrowing availability of $1,365,000 under the line of credit agreement. Term Loans The Company has the following term loans outstanding with PMC Financial Services Corporation; September 30, 2015 December 31, 2014 Term Loan A $ 1,500,000 $ 1,500,000 Term Loan B 1,500,000 - Capital Expansion Loan 1,831,000 672,000 4,831,000 2,172,000 Less current portion (1,841,000 ) - Long term portion $ 2,990,000 $ 2,172,000 Term Loan A In connection with the Loan and Security Agreement with PMC Financial Services Group, LLC (see Note 4), the Company entered into a Term Loan. The loan was $750,000, and was secured by all of the unencumbered assets of the Company. Effective December 5, 2014 the Term Loans outstanding principal balance was increased to $1,500,000 and the annual interest rate was revised to prime plus 5.75% (currently 9%) subject to adjustment as described below. Monthly term loan payments are interest only until the December 16, 2016 maturity date when the principal balance is due. (Subsequently extended to April 1, 2017 (see note 10). As of September 30, 2015 and December 31, 2014, the amount outstanding was $1,500,000. Term Loan B Effective September 1, 2015 Reeds Inc. (the Company) entered into an additional Term Loan (Term Loan B) with a principal balance of $1,500,000 at prime plus 11.60% (currently 14.85%) with PMC Financial Services Group, LLC. The Term Loan is payable as follows: interest only for the first two months and then beginning December 1, 2015 four monthly payments of $386,672.90 which includes interest in arrears. (Subsequently extended to April 1, 2017. See Note 10). The loan is for a total of 6 months. The interest rate on the line of credit and Term loans A and B described above were modified on September 1, 2015 and are subject to adjustment as follows: Under the new conditions, the rate charge will be calculated on a sliding scale based on the trailing 6 month EBITDA. If the EBITDA measuring point stays below $1,000,000 where it is now, the rate will rise to 12% from the current rate of 9%. If EBITDA rises to $1,500,000 then the rate will remain the same as now at 9%. Notwithstanding the other borrowing terms above, if Excess Borrowing Availability under the $6 million Revolving line of credit remains more than $1,500,000 at all times during the preceding month (currently Reeds Borrowing Availability is zero) the Interest Rate shall remain unchanged for the asset based lending that includes the Revolving working capital loan, CAPEX capital improvement loan and Term Loan A. The six month Term Loan B rates will remain the same at 14.85%. 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, or if earlier, the revolver maturity of December 2016 as discussed in Note 4. The interest rate on the CAPEX loan is the prime rate plus 5.75% (9% at September 30, 2015). At September 30, 2015 and December 31, 2014, the balance on the CAPEX loan balance was $1,831,000 and $672,000 and as of September 30, 2015, the Company had future borrowing availability of $1,509,000. In conjunction with this loan the Company has placed equipment at a cost of $341,000 at a co-packing facility to enable the Company to manufacture our products. Should the Company be unable to secure the access to the equipment in the event of failure of the co-packer, the amount will become due and payable by the Company immediately. |
Obligations under Capital Lease
Obligations under Capital Leases | 9 Months Ended |
Sep. 30, 2015 | |
Leases [Abstract] | |
Obligations Under Capital Leases | 5. Obligations under Capital Leases The Company leases equipment for its brewery operations with an aggregate value of $903,000 under six non-cancelable capital leases. Most of the leases are personally guaranteed by the Companys chief executive officer. Monthly payments range from $341 to $10,441 per month, including interest, at interest rates ranging from 6.51% to 17.31% per annum. At September 30, 2015, 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 62,000 2016 164,000 2017 149,000 2018 166,000 2019 103,000 Total payments 644,000 Less: Amount representing interest (134,000 ) Present value of net minimum lease payments 510,000 Less: Current portion (127,000 ) Non-current portion $ 383,000 |
Long-term Financing Obligation
Long-term Financing Obligation | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term Financing Obligation | 6. Long-term Financing Obligation 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, were initially 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. 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 Officer, 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 is being amortized over the remaining term of the purchase option. Long term financing obligation is comprised of the following as of: September 30, 2015 December 31, 2014 Financing obligation $ 2,575,000 $ 2,673,000 Valuation discount (962,000 ) (1,031,000 ) Net obligation 1,613,000 1,642,000 Less current portion (154,000 ) (134,000 ) Long term financing obligation $ 1,459,000 $ 1,508,000 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity | 7. Stockholders Equity Preferred Stock Series A Preferred stock consists of 500,000 shares $10.00 par value, 5% non-cumulative, participating, preferred stock. As of September 30, 2015 and December 31, 2014, there were 9,411 shares outstanding with a liquidation preference of $10.00 per share. 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. On June 30, 2015, dividends were accrued on the Series A Preferred stock in the amount of $5,000 and the dividends were paid to the holders of record by issuing 751 shares of 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 September 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. 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. |
Stock Based Compensation
Stock Based Compensation | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock Based Compensation | 8. Stock Based Compensation Stock Options Stock options granted under our equity incentive plans generally vest over 3 years from the date of grant, at 33% per year or over 4 years at 25% per year and expire 5 years from the date of grant. The following table summarizes stock option activity for the nine months ended September 30, 2015: Shares Weighted- Average Exercise Price Weighted- Contractual Aggregate Intrinsic Value Outstanding at January 1, 2015 705,334 $ 3.96 3.3 $ 1,362,000 Granted 538,000 5.63 Exercised (115,834) - Forfeited or expired (137,500) - Outstanding at September 30, 2015 990,000 $ 3.58 4.3 $ 373,000 Exercisable at September 30, 2015 335,376 $ 2.61 2.3 $ 356,000 During the nine months ended September 30, 2015, the Company granted 538,000 stock options to various employees at the market price of $5.37 to $5.94 per share. The options generally have a 5 year life and vest over 4 years. The fair value of each option award is estimated on the date of grant using the Black-Scholes-Merton option pricing model. Assumptions used in valuing stock options granted during the nine months ended September 30, 2015 are as follows: (i) volatility rate of between 57.78% and 60.69%, (ii) discount rate between 1.64% and 1.58%, (iii) zero expected dividend yield, and (iv) expected term of 4.5 years based upon the average of the term of the option and the vesting period. The aggregate grant date fair value of the options granted during the nine months ended September 30, 2015, was approximately $1,368,000 and will be amortized over the vesting period. The aggregate intrinsic value was calculated as the difference between the closing market price, which was $4.57, and the exercise price of the Companys stock options as of September 30, 2015. Stock-based compensation recognized on the Companys statement of operations for the nine months ended September 30, 2015 and 2014 was $715,000 and $307,000, respectively. As of September 30, 2015, the aggregate value of unvested options was $1,390,000, which will be recognized as an expense as the options vest. There were 115,834 stock options exercised in the nine months ended September 30, 2015 on a cashless basis at exercise prices between $1.14 and $4.60. The Company issued 44,314 shares of common stock on those exercises. The following table summarizes information about stock options at September 30, 2015: Options Outstanding at September 30, 2015 Options Exercisable at September 30, 2015 Range of Exercise Price Number of Shares Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average $0.01 - $1.99 69,000 1.28 $ 1.00 69,000 $ 1.70 $2.00 - $4.99 332,000 2.70 $ 4.17 182,210 $ 3.92 $5.00 - $6.99 598,000 4.32 $ 5.43 84,166 5.50 990,000 335,376 Stock Warrants For the nine months ended September 30, 2015, the Company received $74,000 for 34,692 warrants which were exercised at a $2.10 and $2.25 per share price. The following table summarizes stock warrant activity for the nine months ended September 30, 2015: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 301,963 $ 4.49 3.3 $ 430,000 Granted - - Exercised (34,692) 2.25 Forfeited or expired (51,010) 2.10 Outstanding at September 30, 2015 216,261 $ 5.40 3.4 $ 56,260 Exercisable at September 30, 2015 216,261 $ 5.40 3.4 $ 56,260 The intrinsic value was calculated as the difference between the closing market price, which was $4.57, and the exercise price of the Companys warrants common stock, as of September 30, 2015. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes For the three and nine months ended September 30, 2015, net loss was ($2,465,000) and ($3,423,000), respectively, and our provision for income taxes was zero. We made no provision for income taxes due to our utilization of federal net operating loss carry forwards to offset both regular taxable income and alternative minimum taxable income. In accordance with Accounting Standards Codification (ASC) 740-10, Income Taxes |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 10. Subsequent Events On November 9, 2015, the company completed a restructuring of Term Loan A and Term Loan B with PMC Financial Services Group, LLC. The aggregated amount of the principal for affected term loans is $3,000,000. Under the new agreement, the maturity of both loans will be due in a lump sum on April 1, 2017 under the same rates and conditions as before. The company is providing PMC 125,000 warrants at a value to be determined based on the lowest price between November 9 and December 31, 2015, but not more than $5.05 the price on the date of the agreement was reached. |
Basis of Presentation and Sum17
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Income (Loss) per Common Share | Income (Loss) per Common 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 per share is computed by dividing the net income applicable to common stock holders 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 when their effect is antidilutive. For the three and nine months ended September 30, 2015 the calculations of basic and diluted loss per share are the same, since the effect of the potentially dilutive securities was anti-dilutive. For the three and nine months ended September 30, 2014 the calculations of diluted earnings per share included stock options and warrants, calculated under the treasury stock method, and excluded preferred stock since the effect was antidilutive. The calculation of weighted average shares outstanding diluted is as follows: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Net income (loss) attributable to common stockholders $ (2,465,000 ) $ 48,000 $ (3,428,000 ) $ 461,000 Denominator: Weighted average shares outstanding - basic 13,133,424 13,053,627 13,102,614 13,034,707 Effect of dilutive instruments: Warrants and options - 81,690 - 256,829 Weighted average shares outstanding-diluted 13,133,424 13,135,317 13,102,614 13,291,536 The Company had potentially dilutive securities that consisted of: September 30, 2015 September 30, 2014 Warrants 216,261 101,963 Series A Preferred Stock 37,644 37,644 Options 990,000 716,833 Total 1,243,905 856,440 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 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, 2017, and early adoption is 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 June 2014, the FASB issued Accounting Standards Update No. 2014-12, Compensation Stock Compensation (Topic 718) In August 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-15, Disclosure of Uncertainties about an Entitys Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the financial statements. The new standard requires management to perform interim and annual assessments of an entitys ability to continue as a going concern within one year of the date the financial statements are issued. An entity must provide certain disclosures if conditions or events raise substantial doubt about the entitys ability to continue as a going concern. The ASU applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the impact the adoption of ASU 2014-15 on the Companys 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 Companys 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 Companys consolidated financial statements. Early adoption is permitted. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Companys present or future consolidated financial statements. |
Concentrations | Concentrations The Companys cash balances on deposit with banks are guaranteed by the Federal Deposit Insurance Corporation up to $250,000. The Company may be exposed to risk for the amounts of funds held in one bank in excess of the insurance limit. In assessing the risk, the Companys policy is to maintain cash balances with high quality financial institutions. The Company had cash balances on deposit with banks in excess of $250,000 during the nine months ended September 30, 2015. On September 1, 2015, as previously announced, the company negotiated a new term loan (Term Loan B) with PMC Financial Services Group, LLC. This loan was used to bridge cash flow until new production sites began operations and free up available cash to complete the LA Plant upgrade. As conditions improved, on November 10, 2015, the company restructured both outstanding term loans to have a new maturity date of April 1, 2017. See subsequent events for further discussion. During the nine months ended September 30, 2015 and 2014, the Company had two customers which accounted for approximately 29% and 12% of sales in 2015, and 34% and 13% of sales in 2014, respectively. No other customers accounted for more than 10% of sales in either period. During the three months ended September 30, 2015 and 2014, the Company had two customers which accounted for approximately 24% and 9% of sales in 2015, and 28% and 16% of sales in 2014, respectively. No other customers accounted for more than 10% of sales in either period. As of September 30, 2015, the Company had accounts receivable due from one customer who comprised 20% of its total accounts receivable and as of December 31, 2014 the Company had accounts receivable due from one customer which comprised 25% of its total accounts receivable. During the nine months ended September 30, 2015, the Company had one vendor which accounted for approximately 25% of all purchases, and in the nine months ended September 30, 2014 one vendor who accounted for approximately 26% of all purchases. No other vendor accounted for more than 10% of all purchases in either period. As of September 30, 2015, the Company had one vendor which accounted for approximately 16% of total accounts payable and as of December 31, the Company had two vendors which accounted for approximately 11% and 10% of total accounts payable. No other account was in excess of 10% of the balance of accounts payable as of September 30, 2015 and December 31, 2014. |
Advertising | Advertising Advertising costs are expensed as incurred. For the three months ended September 30, 2015 and 2014, advertising costs were $3,000 and $460,000, respectively and for the nine months ended September 30, 2015 and 2014, advertising costs were $39,000 and $571,000 respectively. |
Fair Value of Financial Instruments | 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 1Quoted prices in active markets for identical assets or liabilities. Level 2Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3Unobservable inputs based on the Companys assumptions. The Company had no such assets or liabilities recorded to be valued on the basis above at September 30, 2015 or December 31, 2014. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Weighted Average Shares Outstanding Diluted | The calculation of weighted average shares outstanding diluted is as follows: Three months ended Nine months ended September 30, September 30, 2015 2014 2015 2014 Net income (loss) attributable to common stockholders $ (2,465,000 ) $ 48,000 $ (3,428,000 ) $ 461,000 Denominator: Weighted average shares outstanding - basic 13,133,424 13,053,627 13,102,614 13,034,707 Effect of dilutive instruments: Warrants and options - 81,690 - 256,829 Weighted average shares outstanding-diluted 13,133,424 13,135,317 13,102,614 13,291,536 |
Schedule of Potentially Dilutive Securities | The Company had potentially dilutive securities that consisted of: September 30, 2015 September 30, 2014 Warrants 216,261 101,963 Series A Preferred Stock 37,644 37,644 Options 990,000 716,833 Total 1,243,905 856,440 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory is valued at the lower of cost (first-in, first-out or market) and, net of reserves, is comprised of the following as of: September 30, 2015 December 31, 2014 (Unaudited) Raw Materials and packaging $ 5,704,000 $ 3,395,000 Finished Goods 2,196,000 2,911,000 Total Inventory $ 7,900,000 $ 6,306,000 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment are comprised of the following as of: September 30, 2015 December 31, 2014 (Unaudited) Land $ 1,108,000 $ 1,108,000 Building 1,871,000 1,868,000 Vehicles 321,000 338,000 Machinery and equipment 3,799,000 3,312,000 Equipment under capital leases 857,000 903,000 Assets Under Construction 866,000 - Office equipment 468,000 448,000 9,290,000 7,977,000 Accumulated depreciation (4,008,000 ) (3,405,000 ) $ 5,282,000 $ 4,572,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Notes Payable Tables | |
Schedule of Term Loans Outstanding | The Company has the following term loans outstanding with PMC Financial Services Corporation; September 30, 2015 December 31, 2014 Term Loan A $ 1,500,000 $ 1,500,000 Term Loan B 1,500,000 - Capital Expansion Loan 1,831,000 672,000 4,831,000 2,172,000 Less current portion (1,841,000 ) - Long term portion $ 2,990,000 $ 2,172,000 |
Obligations under Capital Lea22
Obligations under Capital Leases (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
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 62,000 2016 164,000 2017 149,000 2018 166,000 2019 103,000 Total payments 644,000 Less: Amount representing interest (134,000 ) Present value of net minimum lease payments 510,000 Less: Current portion (127,000 ) Non-current portion $ 383,000 |
Long-term Financing Obligation
Long-term Financing Obligation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Financing Obligation | Long term financing obligation is comprised of the following as of: September 30, 2015 December 31, 2014 Financing obligation $ 2,575,000 $ 2,673,000 Valuation discount (962,000 ) (1,031,000 ) Net obligation 1,613,000 1,642,000 Less current portion (154,000 ) (134,000 ) Long term financing obligation $ 1,459,000 $ 1,508,000 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes stock option activity for the nine months ended September 30, 2015: Shares Weighted- Average Exercise Price Weighted- Contractual Aggregate Intrinsic Value Outstanding at January 1, 2015 705,334 $ 3.96 3.3 $ 1,362,000 Granted 538,000 5.63 Exercised (115,834) - Forfeited or expired (137,500) - Outstanding at September 30, 2015 990,000 $ 3.58 4.3 $ 373,000 Exercisable at September 30, 2015 335,376 $ 2.61 2.3 $ 356,000 |
Schedule of Information Regarding Stock Options | The following table summarizes information about stock options at September 30, 2015: Options Outstanding at September 30, 2015 Options Exercisable at September 30, 2015 Range of Exercise Price Number of Shares Outstanding Weighted Average Remaining Contractual Life (years) Weighted Average Exercise Price Number of Shares Exercisable Weighted Average $0.01 - $1.99 69,000 1.28 $ 1.00 69,000 $ 1.70 $2.00 - $4.99 332,000 2.70 $ 4.17 182,210 $ 3.92 $5.00 - $6.99 598,000 4.32 $ 5.43 84,166 5.50 990,000 335,376 |
Schedule of Stock Warrants Activity | The following table summarizes stock warrant activity for the nine months ended September 30, 2015: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2014 301,963 $ 4.49 3.3 $ 430,000 Granted - - Exercised (34,692) 2.25 Forfeited or expired (51,010) 2.10 Outstanding at September 30, 2015 216,261 $ 5.40 3.4 $ 56,260 Exercisable at September 30, 2015 216,261 $ 5.40 3.4 $ 56,260 |
Basis of Presentation and Sum25
Basis of Presentation and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Maximum cash deposit guaranteed by federal deposit insurance corporation | $ 250,000 | $ 250,000 | |||
Cash balances in excess during period | 250,000 | $ 250,000 | |||
Maximum percentage of sales incurred by each customer | 10.00% | ||||
Percentage of amount due to vendor for purchase | 25.00% | 26.00% | |||
Maximum percentage of purchase incurred by each vendor | 10.00% | 10.00% | |||
Percentage of account excess for accounts payable during period | 10.00% | 10.00% | |||
Advertising costs | $ 3,000 | $ 460,000 | $ 39,000 | $ 571,000 | |
Customer One | |||||
Percentage of sale accounted to customer | 24.00% | 9.00% | 29.00% | 34.00% | |
Percentage of receivables from customer to net receivables | 20.00% | 20.00% | 25.00% | ||
Customer Two | |||||
Percentage of sale accounted to customer | 28.00% | 16.00% | 12.00% | 13.00% | |
Vendor One [Member] | |||||
Percentage of accounts payable due to vendor | 16.00% | 16.00% | 11.00% | ||
Vendor Two [Member] | |||||
Percentage of accounts payable due to vendor | 10.00% |
Basis of Presentation and Sum26
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Weighted Average Shares Outstanding Diluted (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Accounting Policies [Abstract] | ||||
Net income (loss) attributable to common stockholders | $ (2,465,000) | $ 48,000 | $ (3,428,000) | $ 461,000 |
Weighted average shares outstanding - basic | 13,133,424 | 13,053,627 | 13,102,614 | 13,034,707 |
Warrants and options | 81,690 | 256,829 | ||
Weighted average shares outstanding-diluted | 13,133,424 | 13,135,317 | 13,102,614 | 13,291,536 |
Basis of Presentation and Sum27
Basis of Presentation and Summary of Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Potentially dilutive securities | 1,243,905 | 856,440 |
Warrants [Member] | ||
Potentially dilutive securities | 216,261 | 101,963 |
Series A Preferred Stock [Member] | ||
Potentially dilutive securities | 37,644 | 37,644 |
Options [Member] | ||
Potentially dilutive securities | 990,000 | 716,833 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw Materials and Packaging | $ 5,704,000 | $ 3,395,000 |
Finished Goods | 2,196,000 | 2,911,000 |
Inventory, total | $ 7,900,000 | $ 6,306,000 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 615,000 | $ 448,000 | |
Machinery and equipment held under capital leases | 857,000 | $ 903,000 | |
Accumulated depreciation for equipment held under capital leases | $ 430,000 | $ 326,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Abstract] | ||
Land | $ 1,108,000 | $ 1,108,000 |
Building | 1,871,000 | 1,868,000 |
Vehicles | 321,000 | 338,000 |
Machinery and equipment | 3,799,000 | 3,312,000 |
Equipment under capital leases | 857,000 | $ 903,000 |
Assets Under Construction | 866,000 | |
Office equipment | 468,000 | $ 448,000 |
Property and equipment, gross | 9,290,000 | 7,977,000 |
Accumulated depreciation | (4,008,000) | (3,405,000) |
Property and equipment, net | $ 5,282,000 | $ 4,572,000 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) | Sep. 02, 2015USD ($) | Dec. 05, 2014USD ($) | Nov. 09, 2011USD ($) | Sep. 30, 2015USD ($)Installments | Dec. 31, 2014USD ($) |
Line of credit current | $ 4,329,000 | $ 3,009,000 | |||
Extended line of credit date | Dec. 5, 2016 | ||||
Percentage of prepayment penalty for prepayment prior to the first anniversary | 1.00% | ||||
Revolving Loan, effective interest rate | 9.00% | ||||
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 | 0.45% | ||||
Term loan amount | $ 1,500,000 | ||||
Term loan outstanding | 2,990,000 | 2,172,000 | |||
Future borrowing availability | 1,509,000 | ||||
Equipment loan cost | 341,000 | ||||
Capex Loan [Member] | |||||
Excess of outstanding amount | $ 3,000,000 | ||||
Number of monthly installments | Installments | 48 | ||||
Capex loan interest rate | 9.00% | ||||
Loan balance amount | $ 1,831,000 | $ 672,000 | |||
Term Loan B [Member] | |||||
Revolving Loan, effective interest rate | 11.60% | 14.85% | |||
Line of credit borrowing availability | $ 6,000,000 | ||||
Term loan outstanding principal balance | 1,500,000 | ||||
Periodic payments | $ 386,673 | ||||
Line of Credit Agreement [Member] | |||||
Line of credit borrowing availability | $ 1,365,000 | ||||
Trailing 6 Month [Member] | Term Loan B [Member] | |||||
Revolving Loan, effective interest rate | 9.00% | ||||
Term loan outstanding principal balance | $ 1,000,000 | ||||
Trailing 6 Month [Member] | Term Loan B [Member] | Maximum [Member] | |||||
Revolving Loan, effective interest rate | 12.00% | ||||
Prime Rate [Member] | |||||
Revolving Loan, effective interest rate | 5.75% | ||||
Prime Rate [Member] | Capex Loan [Member] | |||||
Capex loan interest rate | 5.75% | ||||
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 | Dec. 5, 2016 | ||||
PMC Financial Services Group, LLC [Member] | Term Loan A [Member] | |||||
Revolving Loan, effective interest rate | 9.00% | ||||
Term loan amount | $ 750,000 | ||||
Loan bears interest, description | In connection with the Loan and Security Agreement with PMC Financial Services Group, LLC (see Note 4), the Company entered into a Term Loan. The loan was $750,000, and was secured by all of the unencumbered assets of the Company. | ||||
Term loan outstanding principal balance | $ 1,500,000 | ||||
PMC Financial Services Group, LLC [Member] | Term Loan A [Member] | Maximum [Member] | |||||
Revolving Loan, effective interest rate | 5.75% | ||||
Loan bears interest, description | the Term Loans outstanding principal balance was increased to $1,500,000 and the annual interest rate was revised to prime plus 5.75% (currently 9%) subject to adjustment as described below. | ||||
Maturity date of term loan | Dec. 16, 2016 |
Notes Payable - Schedule of Ter
Notes Payable - Schedule of Term Loans Outstanding (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Less current portion | $ 154,000 | $ 134,000 |
Long term portion | 1,459,000 | 1,508,000 |
PMC Financial Services Group, LLC [Member] | ||
Total loan | 4,831,000 | $ 2,172,000 |
Less current portion | (1,841,000) | |
Long term portion | 2,990,000 | $ 2,172,000 |
PMC Financial Services Group, LLC [Member] | Term Loan A [Member] | ||
Total loan | 1,500,000 | $ 1,500,000 |
PMC Financial Services Group, LLC [Member] | Term Loan B [Member] | ||
Total loan | 1,500,000 | |
PMC Financial Services Group, LLC [Member] | Capital Expansion Loan [Member] | ||
Total loan | $ 1,831,000 | $ 672,000 |
Obligations under Capital Lea33
Obligations under Capital Leases (Details Narrative) | 9 Months Ended | |
Sep. 30, 2015USD ($)Units | Dec. 31, 2014USD ($) | |
Equipment held under capital leases | $ 857,000 | $ 903,000 |
Number of non-cancelable capital leases | Units | 6 | |
Payment of lease amount | $ 16,000 | |
Lease expire year | 2,019 | |
Minimum [Member] | ||
Payment of lease range per month | $ 341 | |
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 Lea34
Obligations under Capital Leases - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Leases [Abstract] | ||
2,015 | $ 62,000 | |
2,016 | 164,000 | |
2,017 | 149,000 | |
2,018 | 166,000 | |
2,019 | 103,000 | |
Total payments | 644,000 | |
Less: Amount representing interest | (134,000) | |
Present value of net minimum lease payments | 510,000 | |
Less: Current portion | (127,000) | $ (125,000) |
Non-current portion | $ 383,000 | $ 476,000 |
Long Term Financing Obligation
Long Term Financing Obligation (Details Narrative) - USD ($) | Oct. 01, 2014 | Sep. 30, 2015 |
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 | |
Warrants [Member] | ||
Number of warrants issued to purchase of common stock | 200,000 | |
Issuance of warrants price per share | $ 5.60 | |
Warrants term | 5 years | |
Warrants issued during period value | $ 584,000 | |
Warrants volatility rate | 59.53% | |
Warrants expected dividends | 0.00% | |
Warrants 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% | |
Maximum [Member] | ||
Warrants strike price | $ 2.25 | |
Warrants volatility rate | 110.90% | |
Warrants discount rate | 2.20% | |
Chief Executive Officer [Member] | ||
Proceeds financial obligation limit guaranteed by related party | $ 150,000 |
Long Term Financing Obligatio36
Long Term Financing Obligation - Schedule of Long Term Financing Obligation (Details) - USD ($) | Sep. 30, 2015 | Dec. 31, 2014 |
Valuation discount | $ (962,000) | $ (1,031,000) |
Less current portion | 154,000 | 134,000 |
Long term financing obligation | 1,459,000 | 1,508,000 |
Long Term Financing Obligation [Member] | ||
Financing obligation | 2,575,000 | 2,673,000 |
Valuation discount | (962,000) | (1,031,000) |
Net obligation | 1,613,000 | 1,642,000 |
Less current portion | (154,000) | (134,000) |
Long term financing obligation | $ 1,459,000 | $ 1,508,000 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Jun. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2014 |
Preferred stock, shares authorized | 500,000 | 500,000 | |
Preferred stock, par value | $ 10 | $ 10 | |
Percentage of noncumulative preferred stock | 5.00% | 5.00% | |
Preferred stock, shares outstanding | 9,411 | 9,411 | |
Series A Preferred Stock [Member] | |||
Preferred stock, shares authorized | 500,000 | 500,000 | |
Preferred stock, par value | $ 10 | $ 10 | |
Preferred stock, shares outstanding | 9,411 | 9,411 | |
Preferred stock shares, liquidation preference | $ 10 | ||
Percentage of prorate annual non-cumulative dividend | 5.00% | ||
Dividend payable to preferred shareholders | $ 5,000 | ||
Number of preferred stock converted | 751 | ||
Preferred stock holders rights to receive at price per share | $ 10 |
Stock Based Compensation (Detai
Stock Based Compensation (Details Narrative) - USD ($) | Mar. 27, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Stock options granted shares | 538,000 | ||
Option expiration life period | 5 years | ||
Stock option vested period | 4 years | ||
Stock option fair value assumptions, expected volatility rate, minimum | 57.78% | ||
Stock option fair value assumptions, expected volatility rate, maximum | 60.69% | ||
Stock option fair value assumptions, expected dividend rate | 0.00% | ||
Stock option fair value assumptions, expected term | 4 years 6 months | ||
Fair value of the options granted | $ 1,368,000 | ||
Stock option exercise price, per share | $ 4.57 | ||
Stock based compensation | $ 715,000 | $ 307,000 | |
Aggregate value of unvested options | $ 1,390,000 | ||
Stock options exercised | 115,834 | ||
Number of option issued under cash-less exercise price per share | |||
Number of option issued under cash-less exercise | 44,314 | ||
Warrants [Member] | |||
Stock warrant received value | $ 74,000 | ||
Number of warrants exercised | 34,692 | ||
Minimum [Member] | |||
Share based compensation cost amortized option vest period | 3 years | ||
Percentage of stock options granted under equity incentive plan | 33.00% | ||
Market price per share | $ 5.37 | ||
Stock option fair value assumptions, expected discount rate | 1.64% | ||
Number of option issued under cash-less exercise price per share | $ 1.14 | ||
Warrant exercise price per share | $ 2.10 | ||
Maximum [Member] | |||
Share based compensation cost amortized option vest period | 4 years | ||
Percentage of stock options granted under equity incentive plan | 25.00% | ||
Market price per share | $ 5.94 | ||
Stock option fair value assumptions, expected discount rate | 1.58% | ||
Number of option issued under cash-less exercise price per share | $ 4.60 | ||
Warrant exercise price per share | $ 2.25 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Stock Option Activity (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Shares Outstanding, Beginning balance | 705,334 | |
Shares, Granted | 538,000 | |
Shares, Exercised | (115,834) | |
Shares, Forfeited or expired | (137,500) | |
Shares Outstanding, Ending balance | 990,000 | |
Shares Exercisable | 335,376 | |
Weighted-Average Exercise Price, Outstanding, Beginning | $ 3.96 | |
Weighted-Average Exercise Price, Granted | $ 5.63 | |
Weighted-Average Exercise Price, Exercised | ||
Weighted-Average Exercise Price, Forfeited or expired | ||
Weighted-Average Exercise Price, Outstanding, Ending | $ 3.58 | |
Weighted-Average Exercise Price, Exercisable | $ 2.61 | |
Weighted-Average Remaining Contractual Terms (Years), Outstanding | 4 years 3 months 18 days | 3 years 3 months 18 days |
Weighted-Average Remaining Contractual Terms (Years), Exercisable | 2 years 3 months 18 days | |
Aggregate Intrinsic Value, Share Outstanding, Beginning | $ 1,362,000 | |
Aggregate Intrinsic Value, Share Outstanding, Ending | 373,000 | |
Aggregate Intrinsic Value, Share Exercisable | $ 356,000 |
Stock Based Compensation - Sc40
Stock Based Compensation - Schedule of Information Regarding Stock Options (Details) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Number of Shares Outstanding | 990,000 | |
Weighted Average Remaining Contractual Life (years) | 4 years 3 months 18 days | 3 years 3 months 18 days |
Number of Shares Exercisable | 335,376 | |
Range One [Member] | ||
Range of Exercise Price Lower Limit | $ 0.01 | |
Range of Exercise Price Upper limit | $ 1.99 | |
Number of Shares Outstanding | 69,000 | |
Weighted Average Remaining Contractual Life (years) | 1 year 3 months 11 days | |
Weighted Average Exercise Price | $ 1 | |
Number of Shares Exercisable | 69,000 | |
Weighted Average Exercise Price | $ 1.70 | |
Range Two [Member] | ||
Range of Exercise Price Lower Limit | 2 | |
Range of Exercise Price Upper limit | $ 4.99 | |
Number of Shares Outstanding | 332,000 | |
Weighted Average Remaining Contractual Life (years) | 2 years 8 months 12 days | |
Weighted Average Exercise Price | $ 4.17 | |
Number of Shares Exercisable | 182,210 | |
Weighted Average Exercise Price | $ 3.92 | |
Range Three [Member] | ||
Range of Exercise Price Lower Limit | 5 | |
Range of Exercise Price Upper limit | $ 6.99 | |
Number of Shares Outstanding | 598,000 | |
Weighted Average Remaining Contractual Life (years) | 4 years 3 months 26 days | |
Weighted Average Exercise Price | $ 5.43 | |
Number of Shares Exercisable | 84,166 | |
Weighted Average Exercise Price | $ 5.50 |
Stock Based Compensation - Sc41
Stock Based Compensation - Schedule of Stock Warrants Activity (Details) - Warrants [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Shares Outstanding, Beginning Balance | 301,963 | |
Shares Granted | ||
Shares Exercised | (34,692) | |
Shares Forfeited Or Expired | (51,010) | |
Shares Outstanding, Ending Balance | 216,261 | |
Warrants Exercisable | 216,261 | |
Weighted Average Exercise Price, Outstanding, Beginning | $ 4.49 | |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Exercised | $ 2.25 | |
Weighted Average Exercise Price, Forfeited Or Expired | 2.10 | |
Weighted Average Exercise Price, Outstanding, Ending | 5.40 | |
Weighted Average Exercise Price, Exercisable | $ 5.40 | |
Weighted Average Remaining Contractual Terms (Years), Outstanding | 3 years 4 months 24 days | 3 years 3 months 18 days |
Weighted Average Remaining Contractual Terms (Years), Exercisable | 3 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding, Beginning | $ 430,000 | |
Aggregate Intrinsic Value, Outstanding, Ending | 56,260 | |
Aggregate Intrinsic Value, Exercisable | $ 56,260 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Net income (loss) | $ (2,465,000) | $ 48,000 | $ (3,423,000) | $ 466,000 |
Provision of income taxes | $ 0 | $ 0 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2015 | Nov. 09, 2015 | Sep. 02, 2015 | Dec. 05, 2014 | |
Number of warrants issued to purchase of common stock | 400,000 | |||
Term Loan B [Member] | ||||
Term loan outstanding principal balance | $ 1,500,000 | |||
PMC Financial Services Group, LLC [Member] | Term Loan A [Member] | ||||
Term loan outstanding principal balance | $ 1,500,000 | |||
Subsequent Event [Member] | PMC Financial Services Group, LLC [Member] | November 9, 2015 And December 31, 2015 [Member] | ||||
Number of warrants issued to purchase of common stock | 125,000 | |||
Warrant exercise price per share | $ 5.05 | |||
Subsequent Event [Member] | PMC Financial Services Group, LLC [Member] | Term Loan A [Member] | ||||
Term loan outstanding principal balance | $ 3,000,000 | |||
Subsequent Event [Member] | PMC Financial Services Group, LLC [Member] | Term Loan B [Member] | ||||
Term loan outstanding principal balance | $ 3,000,000 |