2. Liquidity and Basis of Presentation | 6 Months Ended |
Sep. 30, 2014 |
Disclosure Text Block [Abstract] | ' |
Basis of Presentation and Significant Accounting Policies [Text Block] | ' |
2. Liquidity and Basis of Presentation |
|
Interim Financial Information |
|
The unaudited interim financial statements of the Company included herein have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim reporting including the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. These condensed statements do not include all disclosures required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for annual audited financial statements and should be read in conjunction with the Company’s audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended March 31, 2014, as filed with the SEC on June 30, 2014. |
|
In the opinion of management, the accompanying unaudited interim financial statements reflect all adjustments, including normal recurring adjustments, necessary to present fairly the financial position of the Company at September 30, 2014, the results of operations for the three and six months ended September 30, 2014 and 2013, and the cash flows for the six months ended September 30, 2014 and 2013. The results of operations for the three and six months ended September 30, 2014 are not necessarily indicative of the expected results of operations for the full year or any future period. In this regard, the Company’s business is highly seasonal, with approximately 60.9% of revenues in the fiscal year ended March 31, 2014 (“Fiscal 2014”) occurring in the four consecutive calendar months of October through January. Furthermore, during the six-month period ended September 30, 2014, the Company has continued to expand its distribution channel in anticipation of the peak sales season. The balance sheet as of March 31, 2014 is derived from the Company’s audited financial statements. |
|
Sources of funding to meet prospective cash requirements include the Company’s existing cash balances, cash flow from operations, and borrowings under the Company’s debt arrangements. |
|
On July 10, 2014, the Company entered into a Term Loan Agreement in the principal amount of up to $4.5 million with a wholly owned subsidiary of The Scotts Miracle-Gro Company (collectively with its subsidiary, “SMG” or “Scotts Miracle-Gro”). The proceeds were made available as needed in three advances of up to $1.0 million, $1.5 million, and $2.0 million in July, August, and after September of 2014, respectively, with a due date of February 15, 2015. The Term Loan Agreement is secured by a lien on the assets of the Company. Interest is charged at the stated rate of 10% per annum, but will paid in shares of AeroGrow common stock, valued at a price per share equal to the conversion price of the Series B Convertible Preferred Stock (the “Series B Preferred Stock”), (which was previously issued to Scotts Miracle-Gro in April 2013, as disclosed in Note 4 below) up to 30 days after the date the Term Loan is paid in full. The funding provided general working capital and was used for the purpose of acquiring inventory to support anticipated growth as the Company expands its retail and its direct-to-consumer sales channels. The first advance of $1.0 million was borrowed in July 2014 followed by an additional $1.5 million in August 2014. See Note 3 “Notes Payable, Long Term Debt and Current Portion – Long Term Debt” to our condensed financial statements. |
|
Significant Accounting Policies |
|
Use of Estimates |
|
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure 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. It is reasonably possible that a change in the Company’s estimates could occur in the near term as information becomes available. |
|
Net Income (Loss) per Share of Common Stock |
|
The Company computes net income (loss) per share of common stock in accordance with Accounting Standards Codification (“ASC”) 260. ASC 260 requires companies with complex capital structures to present basic and diluted earnings per share (“EPS”). Basic EPS is measured as the income or loss available to common stockholders divided by the weighted average shares of common stock outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common stock (e.g., convertible securities, options, and warrants) as if it had been converted at the beginning of the periods presented. Potential shares of common stock that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. All potentially dilutive securities outstanding have been excluded for the periods presented since their effect would be antidilutive. |
|
Reclassifications |
|
Certain prior year amounts have been reclassified to conform to current year presentation. |
|
Concentrations of Risk |
|
ASC 825-10-50-20 requires disclosure of significant concentrations of credit risk regardless of the degree of such risk. Financial instruments with significant credit risk include cash deposits. The amount on deposit with one financial institution exceeded the $250,000 federally insured limit as of September 30, 2014. However, management believes that the financial institution is financially sound and the risk of loss is minimal. |
|
Customers: |
|
For the three months ended September 30, 2014, the Company had two customers, BJ’s Wholesale Club and Amazon.com, that represented 30.4% and 18.4% of net revenue, respectively. For the three months ended September 30, 2013, the Company had two customers, Amazon.com and Canadian Tire Company, that represented 27.0% and 11.6% of the Company’s net revenue, respectively. For the six months ended September 30, 2014, the Company had two customers, Amazon.com and BJ’s Wholesale Club, that represented 16.4% and 15.3% of the Company’s net revenue, respectively. For the six months ended September 30, 2013, the Company had one customer, Amazon.com, that represented 18.0% of the Company’s net revenue. |
|
Suppliers: |
|
For the three months ended September 30, 2014, the Company purchased inventories and other inventory-related items from six suppliers totaling $2.4 million, $982,000, $549,000, $373,000, $147,000 and $116,000, representing 218.7%, 90.6%, 50.7%, 34.4%, 13.6% and 10.7% of cost of revenue, respectively, as we ramp up inventory levels for the holiday season. For the three months ended September 30, 2013, the Company purchased inventories and other inventory-related items from four suppliers totaling $489,000, $194,000, $65,000 and $44,000, representing 125.8%, 50.0%, 16.7% and 11.3% of cost of revenue, respectively. For the six months ended September 30, 2014, the Company purchased inventories and other inventory-related items from five suppliers totaling $2.8 million, $1.0 million, $549,000, $390,000 and $322,000, representing 127.1%, 47.1%, 24.7%, 17.5% and 14.5% of cost of revenue, respectively. For the six months ended September 30, 2013, the Company purchased inventories and other inventory-related items from four suppliers totaling $530,000, $285,000, $93,000 and $65,000, representing 47.8%, 25.7%, 8.3% and 5.9% of cost of revenue, respectively. |
|
The Company’s primary contract manufacturers are located in China. As a result, the Company may be subject to political, currency, regulatory, transportation, third-party labor and weather/natural disaster risks. Although the Company believes alternate sources of manufacturing could be obtained, these risks could have an adverse impact on our operations. |
|
Accounts Receivable: |
|
As of September 30, 2014, the Company had two customers, BJ’s Wholesale club and Amazon.com, that represented 56.9% and 22.7% of the Company’s outstanding accounts receivable. As of March 31, 2014, the Company had three customers, Amazon.com, Costco.com and The Home Depot, that represented 44.1%, 24.5% and 11.1%, respectively, of outstanding accounts receivable. The Company believes that all receivables from these customers are collectible. |
|
Fair Value of Financial Instruments |
|
The Company follows the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), as it relates to the fair value of its financial assets and liabilities. ASC 820 provides for a standard definition of fair value to be used in new and existing pronouncements. This guidance requires disclosure of fair value information about certain financial instruments (insurance contracts, real estate, goodwill and taxes are excluded) for which it is practicable to estimate such values, whether or not these instruments are included in the balance sheet at fair value. The fair values presented for certain financial instruments are estimates which, in many cases, may differ significantly from the amounts that could be realized upon immediate liquidation. |
|
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability, i.e., exit price, in an orderly transaction between market participants. ASC 820 also provides a hierarchy for determining fair value, which emphasizes the use of observable market data whenever available. The three broad levels defined by the hierarchy are as follows, with the highest priority given to Level 1 as this data is the most reliable, and the lowest priority given to Level 3. |
|
Level 1 – Quoted prices in active markets for identical assets. |
|
Level 2 – Quoted prices for similar assets in active markets, quoted prices for identical or similar assets in markets that are not active, or other inputs that are observable or can be corroborated by observable market data, including model-derived valuations. |
|
Level 3 – Unobservable inputs that are supported by little or no market activity. |
|
The carrying value of financial instruments including receivables, accounts payable and accrued expenses, approximates their fair value at September 30, 2014 and March 31, 2014 due to the relatively short-term nature of these instruments. As of September 30, 2014 and March 31, 2014, the fair value of the Company's debt, notes payable, and sale of intellectual property liability using Level 3 inputs was estimated using the discounted cash flow method, which is based on the future expected cash flows, discounted to their present values, using a discount rate of 15%. |
|
In conjunction with the Securities Purchase Agreement and strategic alliance Scotts Miracle-Gro, the Company issued a warrant that entitles, but does not obligate, Scotts Miracle-Gro to purchase a number of shares of common stock that, on a fully diluted basis, constitute 80% of the Company’s outstanding capital stock. This warrant was accounted for as a liability at its estimated fair value. The Company calculated the fair value of the warrant during the quarter ended September 30, 2014 using a Monte Carlo simulation model. |
|
| | 30-Sep-14 | | | 31-Mar-14 | |
(in thousands) | (in thousands) |
| | Fair Value | | | Carry Value | | | Fair Value | | | Carry Value | |
Liabilities | | | | | | | | | | | | |
Notes payable | | $ | 2,469 | | | $ | 2,537 | | | $ | - | | | $ | - | |
Derivative warrant liability | | | 2,742 | | | | 2,742 | | | | 2,530 | | | | 2,530 | |
Sale of intellectual property liability | | | 158 | | | | 232 | | | | 171 | | | | 258 | |
Total | | $ | 5,369 | | | $ | 5,511 | | | $ | 2,701 | | | $ | 2,788 | |
|
As of September 30, 2014, the Company measured the warrant at fair value and will continue to do so on a recurring basis subsequent to initial recognition. As of March 31, 2014, the Company did not have any financial assets or other liabilities that were measured at fair value on a recurring basis subsequent to initial recognition. |
|
Accounts Receivable and Allowance for Doubtful Accounts |
|
The Company sells its products to retailers and consumers. Consumer transactions are primarily paid by credit card. Retailer sales terms vary by customer, but generally range from net 30 days to net 60 days. Accounts receivable are reported at net realizable value and net of the allowance for doubtful accounts. The Company uses the allowance method to account for uncollectible accounts receivable. The Company's allowance estimate is based on a review of the current status of trade accounts receivable, which resulted in an allowance of $9,000 and $5,000 at September 30, 2014 and March 31, 2014, respectively. |
|
Other Receivables |
|
In conjunction with the Company’s processing of credit card transactions for its direct-to-consumer sales activities and as security with respect to the Company’s performance for credit card refunds and charge backs, the Company is required to maintain a cash reserve with Litle and Company, the Company’s credit card processor. This reserve is equal to 5% of the credit card sales processed during the previous six months. As of September 30, 2014 and March 31, 2014, the balance in this reserve account was $81,000 and $187,000, respectively. |
|
Advertising and Production Costs |
|
The Company expenses all production costs related to advertising, including print, television, and radio advertisements when the advertisement has been broadcast or otherwise distributed. The Company records media costs related to its direct-to-consumer advertisements, inclusive of postage and printing costs incurred in conjunction with mailings of direct- to-consumer catalogues, and related direct- to-consumer advertising costs, in accordance with ASC 340-20-25-Reporting on Advertising Costs. As prescribed by ASC 340-20-25, direct- to-consumer advertising costs incurred are reported as assets and are amortized over the estimated period of the benefits, based on the proportion of current period revenue from the advertisement to probable future revenue. |
|
Advertising expense for the three and six months ended September 30, 2014 and 2013 were as follows: |
|
| | Three Months Ended | | | Six Months Ended | |
September 30, | September 30, |
(in thousands) | (in thousands) |
| | 2014 | | | 2013 | | | 2014 | | | 2013 | |
Direct-to-consumer | | $ | 63 | | | $ | 40 | | | $ | 168 | | | $ | 112 | |
Retail | | | 5 | | | | 2 | | | | 13 | | | | 2 | |
Other | | | - | | | | 1 | | | | 18 | | | | 4 | |
Total advertising expense | | $ | 68 | | | $ | 43 | | | $ | 199 | | | $ | 118 | |
|
As of September 30, 2014 and March 31, 2014, the Company deferred $8,000 and $16,000, respectively, related to such media and advertising costs. |
|
Inventory |
|
Inventories are valued at the lower of cost, determined by the first-in, first-out method, or market. Included in inventory costs where the Company is the manufacturer are raw materials, labor, and manufacturing overhead. The Company records the raw materials at delivered cost. Standard labor and manufacturing overhead costs are applied to the finished goods based on normal production capacity as prescribed under ASC 330 Inventory Pricing. A majority of the Company’s products are manufactured overseas and are recorded at landed cost which includes product costs for purchased and manufactured products, and freight and transportation costs for inbound freight from manufacturers. |
|
| | September 30, | | | March 31, | | | | | | | | | |
| | 2014 | | | 2014 | | | | | | | | | |
(in thousands) | (in thousands) | | | | | | | | |
Finished goods | | $ | 3,954 | | | $ | 784 | | | | | | | | | |
Raw materials | | | 1,063 | | | | 527 | | | | | | | | | |
| | $ | 5,017 | | | $ | 1,311 | | | | | | | | | |
|
The Company determines an inventory obsolescence reserve based on management’s historical experience and establishes reserves against inventory according to the age of the product. As of September 30, 2014 and March 31, 2014, the Company had reserved $332,000 for inventory obsolescence. |
|
Revenue Recognition |
|
The Company recognizes revenue from product sales, net of estimated returns, when persuasive evidence of a sale exists, including the following; (i) a product is shipped under an agreement with a customer; (ii) the risk of loss and title has passed to the customer; (iii) the fee is fixed or determinable; and (iv) collection of the resulting receivable is reasonably assured. |
|
The Company records estimated reductions to revenue for customer and distributor programs and incentive offerings, including promotions, rebates, and other volume-based incentives. Certain incentive programs require the Company to estimate based on industry experience the number of customers who will actually redeem the incentive. As of September 30, 2014 and March 31, 2014, the Company had accrued $39,000 and $42,000, respectively, as its estimate for the foregoing deductions and allowances. |
|
Warranty and Return Reserves |
|
The Company records warranty liabilities at the time of sale for the estimated costs that may be incurred under its basic warranty program. The specific warranty terms and conditions vary depending upon the product sold but generally include technical support, repair parts, and labor for periods up to one year. Factors that affect the Company’s warranty liability include the number of installed units currently under warranty, historical and anticipated rates of warranty claims on those units, and cost per claim to satisfy the Company’s warranty obligation. Based upon the foregoing, the Company has recorded a provision for potential future warranty costs of $17,000 and $11,000 as of September 30, 2014 and March 31, 2014, respectively. |
|
The Company reserves for known and potential returns from customers and associated refunds or credits related to such returns based upon historical experience. In certain cases, retailer customers are provided a fixed allowance, usually in the 1% to 2% range, to cover returned goods and this allowance is deducted from payments made to us by such customers. As of September 30, 2014 and March 31, 2014, the Company has recorded a reserve for customer returns of $33,000 and $61,000, respectively. |
|
Recently Issued Accounting Pronouncements |
|
In May 2014, the FASB issued ASU 2014-09, "Revenue from Contracts with Customers," which amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The guidance requires an entity to recognize revenue to depict the transfer of goods or services to customers in an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services. The guidance also requires expanded disclosures relating to the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. Additionally, qualitative and quantitative disclosures are required about customer contracts, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. This accounting guidance is effective for the Company beginning in the first quarter of fiscal year 2018 using one of two prescribed retrospective methods. Early adoption is not permitted. We have not yet selected a transition method, nor have we determined the effect of the standard on our ongoing financial reporting. |
|