Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Dec. 31, 2014 | Feb. 05, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AeroGrow International, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | -28 | |
Entity Common Stock, Shares Outstanding | 6,536,018 | |
Amendment Flag | FALSE | |
Entity Central Index Key | 1316644 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | 31-Dec-14 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q3 |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Current assets | ||
Cash | $2,261 | $1,707 |
Restricted cash | 15 | 15 |
Accounts receivable, net of allowance for doubtful accounts of $54 and $5 at December 31, 2014 and March 31, 2014, respectively | 5,401 | 573 |
Other receivables | 152 | 187 |
Inventory | 3,472 | 1,311 |
Prepaid expenses and other | 219 | 306 |
Total current assets | 11,520 | 4,099 |
Property and equipment, net of accumulated depreciation of $3,205 and $3,024 at December 31, 2014 and March 31, 2014, respectively | 594 | 298 |
Other assets | ||
Intangible assets | 2 | 2 |
Deposits | 156 | 145 |
Total other assets | 158 | 147 |
Total assets | 12,272 | 4,544 |
Current liabilities | ||
Accounts payable | 2,753 | 553 |
Accrued expenses | 1,002 | 306 |
Deferred rent | 1 | 3 |
Notes payable – related party | 4,643 | 0 |
Derivative warrant liability | 2,369 | 2,530 |
Debt associated with sale of intellectual property | 220 | 258 |
Total current liabilities | 10,988 | 3,650 |
Commitments and contingencies | ||
Stockholders' equity | ||
Preferred stock, $.001 par value, 20,000,000 shares authorized, 2,649,007 issued and outstanding at December 31, 2014 and March 31, 2014 | 3 | 3 |
Common stock, $.001 par value, 750,000,000 shares authorized, 6,536,018 and 6,129,326 shares issued and outstanding at December 31, 2014 and March 31, 2014, respectively | 7 | 6 |
Additional paid-in capital | 81,232 | 79,563 |
Stock dividend to be distributed | 598 | 1,456 |
Accumulated deficit | -80,556 | -80,134 |
Total stockholders' equity | 1,284 | 894 |
Total liabilities and stockholders' equity | $12,272 | $4,544 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parentheticals) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, except Share data, unless otherwise specified | ||
Allowance for doubtful accounts (in Dollars) | $54 | $5 |
Accumulated depreciation (in Dollars) | $3,205 | $3,024 |
Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 2,649,007 | 2,649,007 |
Preferred stock, shares outstanding | 2,649,007 | 2,649,007 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 6,536,018 | 6,129,326 |
Common stock, shares outstanding | 6,536,018 | 6,129,326 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Net revenue | $10,980 | $4,968 | $14,370 | $6,767 |
Cost of revenue | 7,635 | 2,867 | 9,862 | 3,977 |
Gross profit | 3,345 | 2,101 | 4,508 | 2,790 |
Operating expenses | ||||
Research and development | 83 | 53 | 280 | 198 |
Sales and marketing | 1,724 | 1,188 | 2,750 | 1,936 |
General and administrative | 624 | 489 | 1,680 | 1,296 |
Total operating expenses | 2,431 | 1,730 | 4,710 | 3,430 |
Profit (loss) from operations | 914 | 371 | -202 | -640 |
Other (expense) income, net | ||||
Fair value changes in derivative warrant liability | 373 | -18 | 160 | -31 |
Interest expense | 0 | -14 | 0 | -65 |
Interest expense – related party | -106 | -2 | -143 | -8 |
Other (expense) income, net | -1 | -35 | 1 | 498 |
Total other (expense) income, net | 266 | -69 | 18 | 394 |
Net income (loss) | 1,180 | 302 | -184 | -246 |
Less: Deemed dividend on convertible preferred stock | 0 | 0 | 0 | -268 |
Change in fair value of preferred stock dividend | -153 | -226 | -238 | -367 |
Net income (loss) attributable to common shareholders | $1,027 | $76 | ($422) | ($881) |
Net income (loss) per share, basic (in Dollars per share) | $0.16 | $0.01 | ($0.07) | ($0.10) |
Net income (loss) per share, diluted (in Dollars per share) | $0.15 | $0.01 | ($0.07) | ($0.10) |
Weighted average number of common shares outstanding, basic (in Shares) | 6,536 | 5,906 | 6,358 | 5,905 |
Weighted average number of common shares outstanding, diluted (in Shares) | 6,775 | 5,992 | 6,358 | 5,905 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net (loss) | ($184) | ($246) |
Adjustments to reconcile net (loss) to cash (used) provided by operations: | ||
Issuance of common stock and options under equity compensation plans | 224 | 176 |
Issuance of common stock warrants | 36 | 18 |
Depreciation and amortization expense | 181 | 113 |
Bad debt expense | 45 | 13 |
Fair value remeasurement of derivative warrant liability | -160 | 31 |
Accretion of debt associated with sale of intellectual property | -38 | -35 |
Gain on the forgiveness of debt | 0 | -489 |
Amortization of debt issuance costs | 0 | 16 |
SMG intellectual property royalty and branding license | 692 | 212 |
Change in operating assets and liabilities: | ||
(Increase) in accounts receivable | -4,873 | -1,313 |
Decrease in other receivable | 35 | 38 |
(Increase) in inventory | -2,161 | -606 |
Decrease (increase) in other current assets | 87 | -18 |
(Increase) in deposits | -11 | 0 |
Increase in accounts payable | 1,797 | 165 |
Increase in accrued expenses | 695 | 517 |
Increase in accrued interest | 0 | 49 |
Increase in accrued interest-related party | 143 | 8 |
(Decrease) increase in customer deposits | 0 | -157 |
(Decrease) in deferred rent | -2 | -2 |
Net cash (used) by operating activities | -3,494 | -1,510 |
Cash flows from investing activities: | ||
Decrease in restricted cash | 0 | 27 |
Purchases of equipment | -477 | -184 |
Proceeds from the sale of intellectual property | 0 | 500 |
Net cash (used) provided by investing activities | -477 | 343 |
Cash flows from financing activities: | ||
Proceeds from notes payable – related party | 4,500 | 0 |
Repayments of notes payable | 0 | -563 |
Repayments of notes payable – related party | 0 | -123 |
Repayments of long term debt borrowings | 0 | -1,243 |
Proceeds from the exercise of stock options | 25 | 2 |
Proceeds from the issuance of preferred stock | 0 | 4,000 |
Payments for offering costs of preferred stock | 0 | -157 |
Net cash provided by financing activities | 4,525 | 1,916 |
Net increase in cash | 554 | 749 |
Cash, beginning of period | 1,707 | 525 |
Cash, end of period | 2,261 | 1,274 |
Cash paid during the year for: | ||
Interest | 0 | 41 |
Income taxes | 0 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deemed dividend on convertible preferred stock | 0 | 268 |
Decrease of inventory associated with debt settlement | 0 | 237 |
Fair value of derivative warrant liability | 0 | 564 |
Fair value of warrant issue to placement agent | 0 | 108 |
Debt associated with sale of intellectual property | 0 | 297 |
Change in fair value of stock dividends accrued on convertible preferred stock | 238 | 367 |
Decrease in liability due to issuance of SMG shares | $288 | $0 |
1_Description_of_Business
1. Description of Business | 9 Months Ended |
Dec. 31, 2014 | |
Disclosure Text Block [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 1. Description of the Business |
AeroGrow International, Inc. (the “Company," “AeroGrow,” “we,” “our” or “us”) was formed as a Nevada corporation in March 2002. The Company’s principal business is developing, marketing, and distributing advanced indoor aeroponic garden systems designed and priced to appeal to the consumer gardening, cooking and small indoor appliance markets worldwide. The Company manufactures, distributes and markets nine different models of its AeroGarden systems in multiple colors, as well as over 40 varieties of seed pod kits and a full line of accessory products through multiple channels including retail distribution, catalogue and direct-to-consumer sales primarily in the United States and Canada, as well as selected countries in Europe, Asia and Australia. | |
2_Liquidity_and_Basis_of_Prese
2. Liquidity and Basis of Presentation | 9 Months Ended | ||||||||||||||||
Dec. 31, 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 December 31, 2014, the results of operations for the three- and nine–month periods ended December 31, 2014 and 2013, and the cash flows for the nine–month periods ended December 31, 2014 and 2013. The results of operations for the three and nine months ended December 31, 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 nine-month period ended December 31, 2014, the Company continued to expand its distribution channel to prepare for 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 and a strategic relationship entered into with The Scotts Miracle-Gro Company (collectively with its subsidiary, “SMG” or “Scotts Miracle-Gro”) on July 10, 2014. (Refer to Note 3 for a detailed discussion on SMG’s involvement.). We may need to seek additional capital, however, to provide a cash reserve against contingencies, address the seasonal nature of our working capital needs, and to enable us to invest further in trying to increase the scale of our business. There can be no assurance we will be able to raise this additional capital. | |||||||||||||||||
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 they 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. Employee stock options to purchase approximately 93,000 shares were outstanding and approximately 525,000 warrants to purchase common stock were outstanding but were not included in the computation of diluted net income per share because the effect of including such shares would have been antidilutive for the 3 months ended December 31, 2014 and December 31, 2013. All potentially dilutive securities outstanding have been excluded for the nine months ended December 31, 2014 and December 31, 2013 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 December 31, 2014. However, management believes that the financial institution is financially sound and the risk of loss is minimal. | |||||||||||||||||
Customers: | |||||||||||||||||
For the three months ended December 31, 2014, three customers, Amazon.com, Wal-Mart, and Costco warehouses, represented 27.2%, 25.0% and 17.4% of the Company’s net revenue, respectively. For the three months ended December 31, 2013, two customers, Amazon.com and Costco, represented 39.2% and 10.7% of the Company’s net revenue, respectively. For the nine months ended December 31, 2014, three customers, Amazon.com, Wal-Mart, and Costco, represented 24.6%, 19.1% and 13.5% of the Company’s net revenue, respectively. For the nine months ended December 31, 2013, one customer, Amazon.com that represented 33.6% of the Company’s net revenue, respectively. | |||||||||||||||||
Suppliers: | |||||||||||||||||
For the three months ended December 31, 2014, the Company purchased inventories and other inventory-related items from one supplier totaling $1.7 million, representing 22.0%, of cost of revenue. For the three months ended December 31, 2013, the Company purchased inventories and other inventory-related items from three suppliers totaling $839,000, $707,000, and $205,000, representing 29.3%, 24.7%, and 7.2% of cost of revenue, respectively. For the nine months ended December 31, 2014, the Company purchased inventories and other inventory-related items from three suppliers totaling $4.5 million, $1.7 million, and $1.2 million representing 45.7%, 17.2%, and 11.7%, of cost of revenue, respectively. For the nine months ended December 31, 2013, the Company purchased inventories and other inventory-related items from two suppliers totaling $1.4 million, and $992,000 representing 34.4%, and 24.9% 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 operations. | |||||||||||||||||
Accounts Receivable: | |||||||||||||||||
As of December 31, 2014, the Company had three customers, Costco warehouses, Wal-Mart, and Amazon.com, that represented 36.0%, 34.4%, and 20.7% of the Company’s outstanding accounts receivable, respectively. 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., the 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 these are 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 December 31, 2014 and March 31, 2014 due to the relatively short-term nature of these instruments. | |||||||||||||||||
The Company has three liabilities for which the carrying value is determined by Level 3 inputs: (1) Notes payable – related party; (2) sale of intellectual property liability; and (3) derivative warrant liability. As discussed below in Notes 3 and 4, each of these liabilities was incurred in conjunction with the Company’s strategic alliance with Scotts Miracle-Gro. As of December 31, 2014 and March 31, 2014, the fair value of the note payable and the sale of intellectual property liability were estimated using the discounted cash flow method, which is based on expected future cash flows, discounted to present value using a discount rate of 15%. The Company also issued a derivative liability 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, would constitute 80% of the Company’s outstanding capital stock. The Company accounts for the warrant as a liability and measures the value of the warrant using the Monte Carlo simulation model as of the end of each quarterly reporting period until the warrant is exercised or expires. As of December 31, 2014, and March 31, 2014, the fair value of the warrant was $2.4 million and $2.5 million, respectively. As of March 31, 2014, the Company did not have any financial assets or liabilities that were measured at fair value on a recurring basis subsequent to initial recognition, except for the derivative warrant liability. The table below summarizes the fair value and carry value of each Level 3 category liability: | |||||||||||||||||
31-Dec-14 | 31-Mar-14 | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
Fair Value | Carry Value | Fair Value | Carry Value | ||||||||||||||
Liabilities | |||||||||||||||||
Notes payable-related party | $ | 4,444 | $ | 4,643 | $ | - | $ | - | |||||||||
Derivative warrant liability | 2,369 | 2,369 | 2,530 | 2,530 | |||||||||||||
Sale of intellectual property liability | 152 | 220 | 171 | 258 | |||||||||||||
Total | $ | 6,965 | $ | 7,232 | $ | 2,701 | $ | 2,788 | |||||||||
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 $54,000 and $5,000 at December 31, 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 December 31, 2014 and March 31, 2014, the balance in this reserve account was $152,000 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-response catalogues, and related direct-response advertising costs, in accordance with ASC 340-20-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 nine months ended December 31, 2014 and December 31, 2013, were as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Direct-to-consumer | $ | 415 | $ | 387 | $ | 582 | $ | 500 | |||||||||
Retail | 565 | 384 | 578 | 386 | |||||||||||||
Other | 8 | 10 | 27 | 13 | |||||||||||||
Total advertising expense | $ | 988 | $ | 781 | $ | 1,187 | $ | 899 | |||||||||
As of December 31, 2014 and March 31, 2014, the Company deferred $1,000 and $16,000, respectively, related to media and advertising costs. | |||||||||||||||||
Inventory | |||||||||||||||||
Inventories are valued at the lower of cost, determined by the first-in, first-out method, or market. When the Company is the manufacturer, raw materials, labor and manufacturing overhead are included in inventory costs. 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. 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. | |||||||||||||||||
December 31, | March 31, | ||||||||||||||||
2014 | 2014 | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
Finished goods | $ | 2,795 | $ | 784 | |||||||||||||
Raw materials | 677 | 527 | |||||||||||||||
$ | 3,472 | $ | 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 December 31, 2014 and March 31, 2014, the Company had reserved $380,000 and $332,000 for inventory obsolescence, respectively. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
The Company recognizes revenue from product sales, net of estimated returns, when persuasive evidence of a sale exists: that is, a product is shipped under an agreement with a customer; risk of loss and title has passed to the customer; the fee is fixed or determinable; and 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 the number of customers who will actually redeem the incentive based on industry experience. As of December 31, 2014 and March 31, 2014, the Company had accrued $383,000 and $42,000, respectively, as its estimate of 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 $22,000 and $11,000 as of December 31, 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 December 31, 2014 and March 31, 2014, the Company has recorded a reserve for customer returns of $253,000 and $61,000, respectively. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815),” which updates the guidance on the determination in evaluating whether the nature of the host contract within a hybrid financial instrument issued in the form of a share is more akin to debt or to equity. The objective of this update is to eliminate the use of different methods in practice and thereby reduce existing diversity under U.S. GAAP in the accounting for hybrid financial instruments issued in the form of a share. The guidance requires the hybrid financial instrument, weighing each term and feature on the basis of relevant facts and circumstances. That is, an entity should determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The amendments in this update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. This new guidance will not have a material impact on our financial statements. | |||||||||||||||||
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. | |||||||||||||||||
3_Notes_Payable_Long_Term_Debt
3. Notes Payable, Long Term Debt and Current Portion - Long Term Debt | 9 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Disclosure [Text Block] | 3. Notes Payable, Long Term Debt and Current Portion – Long Term Debt | ||||||||
For a detailed discussion on Notes Payable, Long Term Debt and Current Portion – Long Term Debt, refer to 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. The following are the changes to our Notes Payable, Long Term Debt and Current Portion – Long Term Debt for the periods presented. | |||||||||
As of December 31, 2014 and March 31, 2014, the outstanding balance of the Company’s note payable and debt, including accrued interest, is as follows: | |||||||||
December 31, | March 31, | ||||||||
2014 | 2014 | ||||||||
(in thousands) | (in thousands) | ||||||||
Notes Payable –related party | $ | 4,643 | $ | - | |||||
Derivative warrant liability (see Note 4) | 2,369 | 2,530 | |||||||
Sale of intellectual property liability (see Note 4) | 220 | 258 | |||||||
Total debt | 7,232 | 2,788 | |||||||
Less notes payable and current portion – long term debt | 7,232 | 2,788 | |||||||
Long term debt | $ | - | $ | - | |||||
Scotts Miracle-Gro Term Loan | |||||||||
On July 10, 2014, AeroGrow entered into a Term Loan Agreement in the principal amount of up to $4.5 million with 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 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 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 (which was previously issued to Scotts Miracle-Gro in April 2013). The accrued and unpaid interest on the Term Loan is due and payable within thirty (30) days after the Interest Payment Trigger Date (as defined in the Term Loan Agreement). The Term Loan may be prepaid from time to time, in whole or in part, in an amount greater than or equal to $25,000, without penalty or premium. Amounts repaid or prepaid in respect of the Term Loan may not be reborrowed. The Term Loan Agreement was filed as an exhibit to a Current Report on Form 8-K which was filed with the SEC on July 16, 2014. As of December 31, 2014, the outstanding balance of the Term Loan, including accrued interest, was $4.6 million and we were current and in compliance with all terms and conditions. See Note 9, Subsequent Events for a description of loan repayments in January and February of 2015. | |||||||||
Liability Associated with Scotts Miracle-Gro Transaction | |||||||||
On April 22, 2013, the Company issued Series B Convertible Preferred Stock and a warrant to a wholly-owned subsidiary of Scotts Miracle-Gro. Pursuant to U.S. GAAP, the Company has recorded the warrant as a liability at its estimated fair value. The derivative warrant liability will be re-measured to fair value, on a recurring basis, at the end of each reporting period until it is exercised or expires. The techniques used to determine the fair value of the derivative warrant liability and the terms of the warrant are further explained in Note 4. As of December 31, 2014 and March 31, 2014, the estimated fair value of the warrant was $2.4 million and $2.5 million, respectively. | |||||||||
The Company and Scotts Miracle-Gro also agreed to enter an Intellectual Property Sale Agreement, a Technology License Agreement, a Brand License Agreement, and a Supply Chain Services Agreement. The Intellectual Property Sale Agreement and the Technology License constitute an agreement of sales of future revenues. Since the Company received cash from Scotts Miracle-Gro and agreed to pay for a defined period a specified percentage of revenue, and because the Company has significant involvement in the generation of its revenue, the excess paid over net book value is classified as debt and is being amortized under the effective interest method. As of December 31, 2014 and March 31, 2014, the Company recorded a liability of $220,000 and $258,000, respectively. | |||||||||
4_Scotts_MiracleGro_Transactio
4. Scotts Miracle-Gro Transactions - Convertible Preferred Stock, Warrants and Other Transactions | 9 Months Ended | ||
Dec. 31, 2014 | |||
Convertible Preferred Stock Warrants And Other Transactions [Abstract] | |||
Convertible Preferred Stock Warrants And Other Transactions [Text Block] | 4. Scotts Miracle-Gro Transactions – Convertible Preferred Stock, Warrants and Other Transactions | ||
Series B Convertible Preferred Stock and Related Transactions | |||
On April 22, 2013, the Company entered into a Securities Purchase Agreement with Scotts Miracle-Gro. Pursuant to the Securities Purchase Agreement, Scotts Miracle-Gro acquired 2,649,007 shares of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share and (ii) a warrant to purchase shares of the Company’s common stock (the “Warrant,” as described in greater detail below) for an aggregate purchase price of $4.0 million. After deducting offering expenses, including commissions and expenses paid to the Company’s advisor, net cash proceeds totaled to $3.8 million. The Company used $950,000 of the net proceeds to repay “in full” (with concessions) a promissory note payable to one of our principal suppliers (Main Power). | |||
The Company also issued a warrant to purchase 125,000 shares of the Company’s common stock to the placement agent. This warrant has an exercise price of $1.54 per share (125% of the average closing price of the Company’s common stock during the five-day period prior to the April 22, 2013 closing date). The value of this warrant was estimated at $108,000, based on the Black-Scholes model with a stock price of $1.30, calculated exercise price of $1.54, expected life of three years, annualized volatility of 117.2% and a discount rate of 0.39%. The value of the warrant was recorded as stock issuance costs. | |||
The Series B Preferred Stock is convertible into 2,649,007 shares of the Company’s common stock ($4.0 million divided by a conversion price of $1.51 per share). The Series B Preferred Stock bears a cumulative annual dividend of 8.0%, payable in shares of the Company’s common stock at a conversion price of $1.51 per share (subject to customary anti-dilution rights, as described in the Series B Preferred Stock Certificates of Designations). The Series B Preferred Stock does not have a liquidation preference and shall vote on an “as-converted” basis with the common stock. The stock dividend will accrue from day to day and will be payable in shares of our common stock within thirty days after the end of each fiscal year end. The stock dividend issuable will be recorded at the fair market value of our common stock at the end of each quarter in the equity section of the balance sheet. The corresponding charge will be recorded below net income to arrive at net income available to common shareholders. The Series B Preferred Stock automatically converts into the Company’s common stock: (i) upon the affirmative election of the holders of at least a majority of the then outstanding shares of the Series B Preferred Stock voting together as a single class on an as-if-converted to common stock basis; or (ii) if, at the date of exercise in whole or in part of the Warrant, the holder (or holders) of the Series B Preferred Stock own 50.1% of the issued and the Company’s then-outstanding common stock, giving effect to the issuance of shares of common stock in connection with the conversion of the Series B Preferred Stock and such exercise of the Warrant. | |||
The Warrant entitles, but does not obligate, Scotts Miracle-Gro to purchase a number of shares of common stock that, on a “fully diluted basis” (as defined in the Securities Purchase Agreement), constitute 80% of the Company’s outstanding capital stock (when added to all other shares owned by Scotts Miracle-Gro), as calculated as of the date or dates of exercise. The Warrant can be exercised at any time and from time to time for a period of five years between April 22, 2016 and April 22, 2021 (the third and eighth anniversary of the closing date, respectively). In addition, the Warrant can be exercised in any increment; there is no obligation to exercise the entire Warrant at one time. The exercise price of the Warrant shall be equal to the quotient obtained by dividing: | |||
(a) | an amount equal to (i) 1.34 times the trailing twelve months “Net Sales” (which includes sales of the Company’s products by Scotts Miracle-Gro and its affiliates) minus (ii) “Debt Outstanding” net of cash (as such terms are defined in the Warrant), | ||
by | |||
(b) | the total shares of capital stock outstanding, including outstanding in-the-money options and warrants, but not the Warrant contemplated in this Private Offering. | ||
The Warrant expires on April 22, 2021, the eighth anniversary of the closing date. The Warrant contains customary anti-dilution rights (for stock splits, stock dividends and sales of substantially all the Company’s assets). Scotts Miracle-Gro also has the right to participate pro rata, based on Scotts Miracle-Gro’s percentage equity ownership in the Company (assuming the exercise of Scotts Miracle-Gro’s Warrant, but not the exercise of any options outstanding under the Company’s equity compensation plans) in future issuances of the Company’s equity securities. Upon exercise of the Warrant and demand by Scotts Miracle-Gro, the Company must use its best efforts to file a Registration Statement on Form S-3, or, if the Company is not eligible for Form S-3, on Form S-1 (collectively, the “Registration Statement”), covering the shares of the Company’s common stock covered by the Preferred Stock and the Warrant, within 120 calendar days after receipt of Scotts Miracle-Gro’s demand for registration and shall use its best efforts to cause the Registration Statement to become effective as soon as possible thereafter. | |||
The private offering and sale of the Series B Preferred Stock and Warrant was conducted in reliance upon exemptions from registration requirements under the Securities Act, including, without limitation, those under Regulation D promulgated under the Securities Act. Scotts Miracle-Gro is an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Because the Series B Preferred Stock and the Warrant have not been registered under the Securities Act, they may not be reoffered or resold in the United States absent registration or an applicable exemption from registration. | |||
The foregoing description of the Securities Purchase Agreement, the Certificates of Designations for the Series B Convertible Preferred Stock, the Warrant, and the resulting transaction is only a summary, does not purport to be complete, and is qualified in its entirety by reference to the full text of the applicable documents, each of which was included as an exhibit to the Company’s Current Report on Form 8-K, as filed with the SEC on April 23, 2013. The warrant on the Series B Convertible Preferred Stock was accounted for as a liability at its estimated fair value of $2.4 million as of December 31, 2014. The derivative warrant liability will be re-measured to fair value, on a recurring basis, at the end of each reporting period until it is exercised or expires. The Company calculated the fair value of the Warrant during the quarter ended December 31, 2014 using a Monte Carlo simulation model. | |||
In conjunction with the private offering of Series B Preferred Stock and the Warrant above, the Company used $950,000 of the net proceeds to repay “in full” (with concessions) a Promissory Note with Main Power, one of the Company’s principal suppliers. Main Power also released the Company’s pledged collateral and the parties agreed to terminate the Letter Agreement and Promissory Note effective as of April 22, 2013, as further described in Note 3 of the Form 10-K for the year ended March 31, 2014, as filed with the SEC on June 30, 2014. The Company did not incur any early termination penalties. As of April 23, 2013, there was $237,000 in consignment inventory held by Main Power that was fully reserved for during the three-month period ended June 30, 2013. | |||
In conjunction with the private offering described above, the Company and Scotts Miracle-Gro also agreed to enter an Intellectual Property Sale Agreement, a Technology License Agreement, a Brand License Agreement, and a Supply Chain Services Agreement. The Intellectual Property Sale Agreement and the Technology License constitute an agreement of sales of future revenues. | |||
For more details, regarding these agreements, please refer to Note 3 “Scotts Miracle-Gro Transactions” to the financial statements included in the Company’s Annual Report on Form 10-K, as filed with the SEC on June 30, 2014. See also Note 3 for the Term Loan with Scotts Miracle-Gro. | |||
5_Equity_Compensation_Plans
5. Equity Compensation Plans | 9 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||||||||||||||||||||||||||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | 5. Equity Compensation Plans | |||||||||||||||||||||||||||||||
For the three months ended December 31, 2014, the Company did not grant any options to purchase the Company’s common stock under the Company’s 2005 Equity Compensation Plan (the “2005 Plan”). For the nine months ended December 31, 2014, the Company granted 93,000 options to purchase the Company’s common stock under the 2005 Plan. For the three months ended December 31, 2013, the Company granted 180,000 options to purchase the Company’s common stock under the 2005 Plan. For the nine months ended December 31, 2013, the Company granted 331,000 options to purchase the Company’s common stock under the 2005 Plan. | ||||||||||||||||||||||||||||||||
During the three months ended December 31, 2014, no options to purchase shares of common stock were cancelled or expired, and no shares of common stock were issued upon exercise of outstanding stock options under the 2005 Plan. During the three months ended December 31, 2013, options to purchase 75,000 shares of common stock were cancelled or expired, and 2,000 shares of common stock were issued upon exercise of outstanding stock options under the 2005 Plan. | ||||||||||||||||||||||||||||||||
During the nine months ended December 31, 2014, options to purchase 2,000 shares of common stock were cancelled or expired, and 17,000 shares of common stock were issued upon exercise of outstanding stock options under the 2005 Plan. During the nine months ended December 31, 2013, options to purchase 109,000 shares of common stock were cancelled or expired, and 2,000 shares of common stock were issued upon exercise of outstanding stock options under the 2005 Plan. | ||||||||||||||||||||||||||||||||
As of December 31, 2014, the Company had granted options to purchase 131,000 shares of the Company’s common stock that are unvested and that will result in $329,000 of compensation expense in future periods if fully vested. | ||||||||||||||||||||||||||||||||
Information regarding all stock options outstanding under the 2005 Plan as of December 31, 2014 is as follows: | ||||||||||||||||||||||||||||||||
OPTIONS OUTSTANDING | OPTIONS EXERCISABLE | |||||||||||||||||||||||||||||||
Weighted- | Weighted- | |||||||||||||||||||||||||||||||
average | Weighted- | Aggregate | average | Weighted- | Aggregate | |||||||||||||||||||||||||||
Remaining | average | Intrinsic | Remaining | average | Intrinsic | |||||||||||||||||||||||||||
Exercise | Options | Contractual | Exercise | Value | Options | Contractual | Exercise | Value | ||||||||||||||||||||||||
price | (in thousands) | Life (years) | Price | (in thousands) | (in thousands) | Life (years) | Price | (in thousands) | ||||||||||||||||||||||||
$ | 1.01 | 106 | 3.11 | $ | 1.01 | 99 | 3.11 | $ | 1.01 | |||||||||||||||||||||||
$ | 1.1 | 50 | 3.25 | $ | 1.1 | 50 | 3.25 | $ | 1.1 | |||||||||||||||||||||||
$ | 1.21 | 50 | 3.25 | $ | 1.21 | 50 | 3.25 | $ | 1.21 | |||||||||||||||||||||||
$ | 2.2 | 162 | 3.69 | $ | 2.2 | 108 | 3.66 | $ | 1.21 | |||||||||||||||||||||||
$ | 2.42 | 10 | 4.77 | $ | 2.42 | 10 | 3.77 | $ | 1.21 | |||||||||||||||||||||||
$ | 5.31 | 93 | 4.6 | $ | 5.31 | 23 | 4.6 | $ | 5.31 | |||||||||||||||||||||||
471 | 3.65 | $ | 2.33 | $ | 814 | 340 | 3.44 | $ | 1.76 | $ | 712 | |||||||||||||||||||||
The aggregate intrinsic value in the preceding table represents the difference between the Company’s closing stock price and the exercise price of each in-the-money option on the last trading day of the period presented, which was December 31, 2014. | ||||||||||||||||||||||||||||||||
6_Income_Taxes
6. Income Taxes | 9 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 6. Income Taxes |
The Company follows the guidance in ASC 740, Accounting for Uncertainty in Income Taxes (“ASC 740”) which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. This interpretation defines the minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. | |
Deferred income taxes are recognized for the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts at the end of each period, based on enacted laws and statutory rates applicable to the periods in which the differences are expected to affect taxable income. Any liability for actual taxes to taxing authorities is recorded as income tax liability. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against such assets where management is unable to conclude more likely than not that such asset will be realized. As of December 31, 2014 and March 31, 2014, the Company recognized a valuation allowance equal to 100% of the net deferred tax asset balance and the Company has no unrecognized tax benefits related to uncertain tax positions. | |
7_Related_Party_Transactions
7. Related Party Transactions | 9 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 7. Related Party Transactions |
See above Note 3 Notes Payable, Long Term Debt and Current Portion – Long Term Debt for disclosure of related party transactions. See Note 3 of our Form 10-K for the year ended March 31, 2014, as filed with the SEC on June 30, 2014 for a detailed discussion of any related party transactions during the prior year period. | |
8_Stockholders_Equity
8. Stockholders' Equity | 9 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | 8. Stockholders’ Equity | ||||||||||||
A summary of the Company’s common stock warrant activity for the period from April 1, 2014 through December 31, 2014 is presented below: | |||||||||||||
Warrants | Weighted | Aggregate | |||||||||||
Outstanding | Average | Intrinsic Value | |||||||||||
(in thousands) | Exercise Price | (in thousands) | |||||||||||
Outstanding, April 1, 2014 | 575 | $ | 20.24 | $ | 383 | ||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Expired | (8 | ) | 799.87 | ||||||||||
Outstanding, December 31, 2014 | 567 | $ | 9.38 | $ | 83 | ||||||||
As of December 31, 2014, the Company had the following outstanding warrants to purchase its common stock: | |||||||||||||
Weighted Average | |||||||||||||
Warrants Outstanding | Exercise Price | Remaining Life (years) | |||||||||||
(in thousands) | |||||||||||||
50 | $ | 2.10 | 3.77 | ||||||||||
394 | $ | 7.00 | 2.28 | ||||||||||
123 | $ | 20.00 | 0.37 | ||||||||||
567 | $ | 9.38 | 2.00 | ||||||||||
As discussed further in Note 4, the Company also 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. The warrant on the Series B Convertible Preferred Stock was accounted for as a liability at its estimated fair value. The warrant liability will be re-measured to fair value at the end of each reporting period until it is exercised or expires. The tables above exclude the warrant issued to Scotts Miracle-Gro because the number of shares issuable upon exercise of the warrant is not determinable and not exercisable until 2016, as discussed above. | |||||||||||||
9_Subsequent_Events
9. Subsequent Events | 9 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 9. Subsequent Events |
In January and February 2015, the Company completed aggregate payments of $3.0 million to Scotts Miracle-Gro for payment on the July 2014 Term Loan Agreement as discussed above. The remaining balance owed on the Term Loan Agreement is $1.6 million, including accrued interest of $143,000 of which interest will be paid in shares of common stock. On February 13, 2015, the Company amended the Term Loan Agreement with Scotts Miracle-Gro to extend the maturity date to April 15, 2015. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | 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. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | 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 they 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. Employee stock options to purchase approximately 93,000 shares were outstanding and approximately 525,000 warrants to purchase common stock were outstanding but were not included in the computation of diluted net income per share because the effect of including such shares would have been antidilutive for the 3 months ended December 31, 2014 and December 31, 2013. All potentially dilutive securities outstanding have been excluded for the nine months ended December 31, 2014 and December 31, 2013 since their effect would be antidilutive. | |||||||||||||||||
Reclassification, Policy [Policy Text Block] | Reclassifications | ||||||||||||||||
Certain prior year amounts have been reclassified to conform to current year presentation. | |||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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 December 31, 2014. However, management believes that the financial institution is financially sound and the risk of loss is minimal. | |||||||||||||||||
Customers: | |||||||||||||||||
For the three months ended December 31, 2014, three customers, Amazon.com, Wal-Mart, and Costco warehouses, represented 27.2%, 25.0% and 17.4% of the Company’s net revenue, respectively. For the three months ended December 31, 2013, two customers, Amazon.com and Costco, represented 39.2% and 10.7% of the Company’s net revenue, respectively. For the nine months ended December 31, 2014, three customers, Amazon.com, Wal-Mart, and Costco, represented 24.6%, 19.1% and 13.5% of the Company’s net revenue, respectively. For the nine months ended December 31, 2013, one customer, Amazon.com that represented 33.6% of the Company’s net revenue, respectively. | |||||||||||||||||
Suppliers: | |||||||||||||||||
For the three months ended December 31, 2014, the Company purchased inventories and other inventory-related items from one supplier totaling $1.7 million, representing 22.0%, of cost of revenue. For the three months ended December 31, 2013, the Company purchased inventories and other inventory-related items from three suppliers totaling $839,000, $707,000, and $205,000, representing 29.3%, 24.7%, and 7.2% of cost of revenue, respectively. For the nine months ended December 31, 2014, the Company purchased inventories and other inventory-related items from three suppliers totaling $4.5 million, $1.7 million, and $1.2 million representing 45.7%, 17.2%, and 11.7%, of cost of revenue, respectively. For the nine months ended December 31, 2013, the Company purchased inventories and other inventory-related items from two suppliers totaling $1.4 million, and $992,000 representing 34.4%, and 24.9% 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 operations. | |||||||||||||||||
Accounts Receivable: | |||||||||||||||||
As of December 31, 2014, the Company had three customers, Costco warehouses, Wal-Mart, and Amazon.com, that represented 36.0%, 34.4%, and 20.7% of the Company’s outstanding accounts receivable, respectively. 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, Policy [Policy Text Block] | 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., the 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 these are 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 December 31, 2014 and March 31, 2014 due to the relatively short-term nature of these instruments. | |||||||||||||||||
The Company has three liabilities for which the carrying value is determined by Level 3 inputs: (1) Notes payable – related party; (2) sale of intellectual property liability; and (3) derivative warrant liability. As discussed below in Notes 3 and 4, each of these liabilities was incurred in conjunction with the Company’s strategic alliance with Scotts Miracle-Gro. As of December 31, 2014 and March 31, 2014, the fair value of the note payable and the sale of intellectual property liability were estimated using the discounted cash flow method, which is based on expected future cash flows, discounted to present value using a discount rate of 15%. The Company also issued a derivative liability 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, would constitute 80% of the Company’s outstanding capital stock. The Company accounts for the warrant as a liability and measures the value of the warrant using the Monte Carlo simulation model as of the end of each quarterly reporting period until the warrant is exercised or expires. As of December 31, 2014, and March 31, 2014, the fair value of the warrant was $2.4 million and $2.5 million, respectively. As of March 31, 2014, the Company did not have any financial assets or liabilities that were measured at fair value on a recurring basis subsequent to initial recognition, except for the derivative warrant liability. The table below summarizes the fair value and carry value of each Level 3 category liability: | |||||||||||||||||
31-Dec-14 | 31-Mar-14 | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
Fair Value | Carry Value | Fair Value | Carry Value | ||||||||||||||
Liabilities | |||||||||||||||||
Notes payable-related party | $ | 4,444 | $ | 4,643 | $ | - | $ | - | |||||||||
Derivative warrant liability | 2,369 | 2,369 | 2,530 | 2,530 | |||||||||||||
Sale of intellectual property liability | 152 | 220 | 171 | 258 | |||||||||||||
Total | $ | 6,965 | $ | 7,232 | $ | 2,701 | $ | 2,788 | |||||||||
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | 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 $54,000 and $5,000 at December 31, 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 December 31, 2014 and March 31, 2014, the balance in this reserve account was $152,000 and $187,000, respectively. | |||||||||||||||||
Advertising Costs, Policy [Policy Text Block] | 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-response catalogues, and related direct-response advertising costs, in accordance with ASC 340-20-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 nine months ended December 31, 2014 and December 31, 2013, were as follows: | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Direct-to-consumer | $ | 415 | $ | 387 | $ | 582 | $ | 500 | |||||||||
Retail | 565 | 384 | 578 | 386 | |||||||||||||
Other | 8 | 10 | 27 | 13 | |||||||||||||
Total advertising expense | $ | 988 | $ | 781 | $ | 1,187 | $ | 899 | |||||||||
As of December 31, 2014 and March 31, 2014, the Company deferred $1,000 and $16,000, respectively, related to media and advertising costs. | |||||||||||||||||
Inventory, Policy [Policy Text Block] | Inventory | ||||||||||||||||
Inventories are valued at the lower of cost, determined by the first-in, first-out method, or market. When the Company is the manufacturer, raw materials, labor and manufacturing overhead are included in inventory costs. 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. 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. | |||||||||||||||||
December 31, | March 31, | ||||||||||||||||
2014 | 2014 | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
Finished goods | $ | 2,795 | $ | 784 | |||||||||||||
Raw materials | 677 | 527 | |||||||||||||||
$ | 3,472 | $ | 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 December 31, 2014 and March 31, 2014, the Company had reserved $380,000 and $332,000 for inventory obsolescence, respectively. | |||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||||||||||||||
The Company recognizes revenue from product sales, net of estimated returns, when persuasive evidence of a sale exists: that is, a product is shipped under an agreement with a customer; risk of loss and title has passed to the customer; the fee is fixed or determinable; and 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 the number of customers who will actually redeem the incentive based on industry experience. As of December 31, 2014 and March 31, 2014, the Company had accrued $383,000 and $42,000, respectively, as its estimate of the foregoing deductions and allowances. | |||||||||||||||||
Standard Product Warranty, Policy [Policy Text Block] | 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 $22,000 and $11,000 as of December 31, 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 December 31, 2014 and March 31, 2014, the Company has recorded a reserve for customer returns of $253,000 and $61,000, respectively. | |||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements | ||||||||||||||||
In November 2014, the FASB issued ASU 2014-16, “Derivatives and Hedging (Topic 815),” which updates the guidance on the determination in evaluating whether the nature of the host contract within a hybrid financial instrument issued in the form of a share is more akin to debt or to equity. The objective of this update is to eliminate the use of different methods in practice and thereby reduce existing diversity under U.S. GAAP in the accounting for hybrid financial instruments issued in the form of a share. The guidance requires the hybrid financial instrument, weighing each term and feature on the basis of relevant facts and circumstances. That is, an entity should determine the nature of the host contract by considering the economic characteristics and risks of the entire hybrid financial instrument, including the embedded derivative feature that is being evaluated for separate accounting from the host contract. The amendments in this update are effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. This new guidance will not have a material impact on our financial statements. | |||||||||||||||||
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. |
2_Liquidity_and_Basis_of_Prese1
2. Liquidity and Basis of Presentation (Tables) | 9 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Text Block [Abstract] | |||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The table below summarizes the fair value and carry value of each Level 3 category liability: | ||||||||||||||||
31-Dec-14 | 31-Mar-14 | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
Fair Value | Carry Value | Fair Value | Carry Value | ||||||||||||||
Liabilities | |||||||||||||||||
Notes payable-related party | $ | 4,444 | $ | 4,643 | $ | - | $ | - | |||||||||
Derivative warrant liability | 2,369 | 2,369 | 2,530 | 2,530 | |||||||||||||
Sale of intellectual property liability | 152 | 220 | 171 | 258 | |||||||||||||
Total | $ | 6,965 | $ | 7,232 | $ | 2,701 | $ | 2,788 | |||||||||
Schedule of Advertising Expenses [Table Text Block] | Advertising expense for the three and nine months ended December 31, 2014 and December 31, 2013, were as follows: | ||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Direct-to-consumer | $ | 415 | $ | 387 | $ | 582 | $ | 500 | |||||||||
Retail | 565 | 384 | 578 | 386 | |||||||||||||
Other | 8 | 10 | 27 | 13 | |||||||||||||
Total advertising expense | $ | 988 | $ | 781 | $ | 1,187 | $ | 899 | |||||||||
Schedule of Inventory, Current [Table Text Block] | Inventories are valued at the lower of cost, determined by the first-in, first-out method, or market. When the Company is the manufacturer, raw materials, labor and manufacturing overhead are included in inventory costs. 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. 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. | ||||||||||||||||
December 31, | March 31, | ||||||||||||||||
2014 | 2014 | ||||||||||||||||
(in thousands) | (in thousands) | ||||||||||||||||
Finished goods | $ | 2,795 | $ | 784 | |||||||||||||
Raw materials | 677 | 527 | |||||||||||||||
$ | 3,472 | $ | 1,311 |
3_Notes_Payable_Long_Term_Debt1
3. Notes Payable, Long Term Debt and Current Portion - Long Term Debt (Tables) | 9 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Debt [Table Text Block] | As of December 31, 2014 and March 31, 2014, the outstanding balance of the Company’s note payable and debt, including accrued interest, is as follows: | ||||||||
December 31, | March 31, | ||||||||
2014 | 2014 | ||||||||
(in thousands) | (in thousands) | ||||||||
Notes Payable –related party | $ | 4,643 | $ | - | |||||
Derivative warrant liability (see Note 4) | 2,369 | 2,530 | |||||||
Sale of intellectual property liability (see Note 4) | 220 | 258 | |||||||
Total debt | 7,232 | 2,788 | |||||||
Less notes payable and current portion – long term debt | 7,232 | 2,788 | |||||||
Long term debt | $ | - | $ | - |
5_Equity_Compensation_Plans_Ta
5. Equity Compensation Plans (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||||
Dec. 31, 2014 | ||||||||||||||||||||||||||||||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | Information regarding all stock options outstanding under the 2005 Plan as of December 31, 2014 is as follows: | |||||||||||||||||||||||||||||||
OPTIONS OUTSTANDING | OPTIONS EXERCISABLE | |||||||||||||||||||||||||||||||
Weighted- | Weighted- | |||||||||||||||||||||||||||||||
average | Weighted- | Aggregate | average | Weighted- | Aggregate | |||||||||||||||||||||||||||
Remaining | average | Intrinsic | Remaining | average | Intrinsic | |||||||||||||||||||||||||||
Exercise | Options | Contractual | Exercise | Value | Options | Contractual | Exercise | Value | ||||||||||||||||||||||||
price | (in thousands) | Life (years) | Price | (in thousands) | (in thousands) | Life (years) | Price | (in thousands) | ||||||||||||||||||||||||
$ | 1.01 | 106 | 3.11 | $ | 1.01 | 99 | 3.11 | $ | 1.01 | |||||||||||||||||||||||
$ | 1.1 | 50 | 3.25 | $ | 1.1 | 50 | 3.25 | $ | 1.1 | |||||||||||||||||||||||
$ | 1.21 | 50 | 3.25 | $ | 1.21 | 50 | 3.25 | $ | 1.21 | |||||||||||||||||||||||
$ | 2.2 | 162 | 3.69 | $ | 2.2 | 108 | 3.66 | $ | 1.21 | |||||||||||||||||||||||
$ | 2.42 | 10 | 4.77 | $ | 2.42 | 10 | 3.77 | $ | 1.21 | |||||||||||||||||||||||
$ | 5.31 | 93 | 4.6 | $ | 5.31 | 23 | 4.6 | $ | 5.31 | |||||||||||||||||||||||
471 | 3.65 | $ | 2.33 | $ | 814 | 340 | 3.44 | $ | 1.76 | $ | 712 |
8_Stockholders_Equity_Tables
8. Stockholders' Equity (Tables) | 9 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Stockholders' Equity Note [Abstract] | |||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the Company’s common stock warrant activity for the period from April 1, 2014 through December 31, 2014 is presented below: | ||||||||||||
Warrants | Weighted | Aggregate | |||||||||||
Outstanding | Average | Intrinsic Value | |||||||||||
(in thousands) | Exercise Price | (in thousands) | |||||||||||
Outstanding, April 1, 2014 | 575 | $ | 20.24 | $ | 383 | ||||||||
Granted | - | - | |||||||||||
Exercised | - | - | |||||||||||
Expired | (8 | ) | 799.87 | ||||||||||
Outstanding, December 31, 2014 | 567 | $ | 9.38 | $ | 83 | ||||||||
Schedule of Stockholders Equity [Table Text Block] | As of December 31, 2014, the Company had the following outstanding warrants to purchase its common stock: | ||||||||||||
Weighted Average | |||||||||||||
Warrants Outstanding | Exercise Price | Remaining Life (years) | |||||||||||
(in thousands) | |||||||||||||
50 | $ | 2.10 | 3.77 | ||||||||||
394 | $ | 7.00 | 2.28 | ||||||||||
123 | $ | 20.00 | 0.37 | ||||||||||
567 | $ | 9.38 | 2.00 |
2_Liquidity_and_Basis_of_Prese2
2. Liquidity and Basis of Presentation (Details) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | |
Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2014 | Apr. 22, 2013 | |
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Revenue, Percentage | 60.90% | |||||
Cash, FDIC Insured Amount (in Dollars) | $250,000 | 250,000 | ||||
Fair Value Inputs, Discount Rate | 15.00% | 15.00% | ||||
Derivative Liability, Current (in Dollars) | 2,369,000 | 2,530,000 | 2,369,000 | |||
Allowance for Doubtful Accounts Receivable, Current (in Dollars) | 54,000 | 5,000 | 54,000 | |||
Other receivable, reserve percentage of credit card sales | 5.00% | |||||
Other Receivables, Net, Current (in Dollars) | 152,000 | 187,000 | 152,000 | |||
Deferred Advertising Costs (in Dollars) | 1,000 | 16,000 | 1,000 | |||
Inventory Valuation Reserves (in Dollars) | 380,000 | 332,000 | 380,000 | |||
Other Accrued Liabilities (in Dollars) | 383,000 | 42,000 | 383,000 | |||
Provision for Future Warranty Costs (in Dollars) | 22,000 | 11,000 | 22,000 | |||
Major Supplier 1 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 45.70% | 24.70% | 34.40% | |||
Cost of Goods Sold (in Dollars) | 4,500,000 | 839,000 | 1,400,000 | |||
Major Supplier 2 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 17.20% | 7.20% | 24.90% | |||
Cost of Goods Sold (in Dollars) | 1,700,000 | 707,000 | 992,000 | |||
Major Supplier 3 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 11.70% | |||||
Cost of Goods Sold (in Dollars) | 1,200,000 | 205,000 | ||||
Major Supplier 4 [Member] | Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 29.30% | |||||
Equity Option [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 93,000 | |||||
Warrant [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 525,000 | |||||
Major Customer 1 [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 24.60% | 39.20% | 27.20% | |||
Major Customer 1 [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 36.00% | 44.10% | ||||
Major Customer 2 [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 19.10% | 10.70% | 25.00% | |||
Major Customer 2 [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 34.40% | 24.50% | ||||
Major Customer 3 [Member] | Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 13.50% | 17.40% | ||||
Major Customer 3 [Member] | Accounts Receivable [Member] | Credit Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 20.70% | 11.10% | ||||
Scotts Miracle-Gro Company [Member] | Maximum [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Equity Method Investment, Ownership Percentage | 80.00% | |||||
Allowance for Sales Returns [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Customer Refund Liability, Current (in Dollars) | 253,000 | 61,000 | 253,000 | |||
Sales Revenue, Net [Member] | Customer Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 33.60% | |||||
Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Concentration Risk, Percentage | 22.00% | |||||
Cost of Goods Sold (in Dollars) | 1,700,000 | |||||
Maximum [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Returns Reserves Allowance, Percentage | 2.00% | 2.00% | ||||
Minimum [Member] | ||||||
2. Liquidity and Basis of Presentation (Details) [Line Items] | ||||||
Returns Reserves Allowance, Percentage | 1.00% | 1.00% |
2_Liquidity_and_Basis_of_Prese3
2. Liquidity and Basis of Presentation (Details) - Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Liabilities | ||
Derivative warrant liability | $2,369 | $2,530 |
Sale of intellectual property liability | -2 | -2 |
Total | 7,232 | 2,788 |
Estimate of Fair Value Measurement [Member] | ||
Liabilities | ||
Notes payable-related party | 4,444 | 0 |
Derivative warrant liability | 2,369 | 2,530 |
Sale of intellectual property liability | 152 | 171 |
Total | 6,965 | 2,701 |
Reported Value Measurement [Member] | ||
Liabilities | ||
Notes payable-related party | 4,643 | 0 |
Derivative warrant liability | 2,369 | 2,530 |
Sale of intellectual property liability | 220 | 258 |
Total | $7,232 | $2,788 |
2_Liquidity_and_Basis_of_Prese4
2. Liquidity and Basis of Presentation (Details) - Schedule of Advertising Expenses (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
2. Liquidity and Basis of Presentation (Details) - Schedule of Advertising Expenses [Line Items] | ||||
Advertising expense | $988 | $781 | $1,187 | $899 |
Direct-to-consumer [Member] | ||||
2. Liquidity and Basis of Presentation (Details) - Schedule of Advertising Expenses [Line Items] | ||||
Advertising expense | 415 | 387 | 582 | 500 |
Retail [Member] | ||||
2. Liquidity and Basis of Presentation (Details) - Schedule of Advertising Expenses [Line Items] | ||||
Advertising expense | 565 | 384 | 578 | 386 |
Other Advertising [Member] | ||||
2. Liquidity and Basis of Presentation (Details) - Schedule of Advertising Expenses [Line Items] | ||||
Advertising expense | $8 | $10 | $27 | $13 |
2_Liquidity_and_Basis_of_Prese5
2. Liquidity and Basis of Presentation (Details) - Schedule of Inventory (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Inventory [Abstract] | ||
Finished goods | $2,795 | $784 |
Raw materials | 677 | 527 |
$3,472 | $1,311 |
3_Notes_Payable_Long_Term_Debt2
3. Notes Payable, Long Term Debt and Current Portion - Long Term Debt (Details) (USD $) | 0 Months Ended | |||||
Jul. 10, 2014 | Dec. 31, 2014 | Mar. 31, 2014 | Oct. 14, 2014 | Aug. 31, 2014 | Jul. 30, 2014 | |
3. Notes Payable, Long Term Debt and Current Portion - Long Term Debt (Details) [Line Items] | ||||||
Notes Payable, Current | $4,643,000 | $0 | ||||
Derivative Liability, Current | 2,369,000 | 2,530,000 | ||||
Debt, Current | 220,000 | 258,000 | ||||
Affiliated Entity [Member] | Notes Payable, Other Payables [Member] | Subsequent Event [Member] | ||||||
3. Notes Payable, Long Term Debt and Current Portion - Long Term Debt (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | 2,000,000 | |||||
Affiliated Entity [Member] | Notes Payable, Other Payables [Member] | ||||||
3. Notes Payable, Long Term Debt and Current Portion - Long Term Debt (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | 4,500,000 | 1,500,000 | 1,000,000 | |||
Debt Instrument, Maturity Date | 15-Feb-15 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||
Debt Instrument, Payment Terms | The accrued and unpaid interest on the Term Loan is due and payable within thirty (30) days after the Interest Payment Trigger Date (as defined in the Term Loan Agreement). | |||||
Debt Instrument, Periodic Payment | $25,000 |
3_Notes_Payable_Long_Term_Debt3
3. Notes Payable, Long Term Debt and Current Portion - Long Term Debt (Details) - Schedule of Debt (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
In Thousands, unless otherwise specified | ||
Schedule of Debt [Abstract] | ||
Notes Payable –related party | $4,643 | $0 |
Derivative warrant liability (see Note 4) | 2,369 | 2,530 |
Sale of intellectual property liability (see Note 4) | 220 | 258 |
Total debt | 7,232 | 2,788 |
Less notes payable and current portion – long term debt | 7,232 | 2,788 |
Long term debt | $0 | $0 |
4_Scotts_MiracleGro_Transactio1
4. Scotts Miracle-Gro Transactions - Convertible Preferred Stock, Warrants and Other Transactions (Details) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2014 | Apr. 22, 2013 | Apr. 22, 2013 | Apr. 23, 2013 | |
4. Scotts Miracle-Gro Transactions - Convertible Preferred Stock, Warrants and Other Transactions (Details) [Line Items] | |||||
Class of Warrant or Rights, Granted (in Shares) | 0 | ||||
Fair Value Inputs, Discount Rate | 15.00% | 15.00% | |||
Derivative Liability, Current | $2,369,000 | $2,530,000 | |||
Inventory Held on Consignment | 237,000 | ||||
Series B Preferred Stock [Member] | Scotts Miracle-Gro Company [Member] | |||||
4. Scotts Miracle-Gro Transactions - Convertible Preferred Stock, Warrants and Other Transactions (Details) [Line Items] | |||||
Stock Issued During Period, Shares, New Issues (in Shares) | 2,649,007 | ||||
Shares Issued, Price Per Share (in Dollars per share) | $0.00 | $0.00 | |||
Stock Issued During Period, Value, New Issues | 4,000,000 | ||||
Proceeds from Issuance of Convertible Preferred Stock | 3,800,000 | ||||
Preferred Stock, Conversion Basis | $4.0 million divided by a conversion price of $1.51 per share | ||||
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | 2,649,007 | 2,649,007 | |||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount (in Dollars per share) | $1.51 | ||||
Registration Payment Arrangement, Term | The stock dividend will accrue from day to day and will be payable in shares of our common stock within thirty days after the end of each fiscal year end. | ||||
Convertible Preferred Stock, Terms of Conversion | (i) upon the affirmative election of the holders of at least a majority of the then outstanding shares of the Series B Preferred Stock voting together as a single class on an as-if-converted to common stock basis; or (ii) if, at the date of exercise in whole or in part of the Warrant, the holder (or holders) of the Series B Preferred Stock own 50.1% of the issued and the Company’s then-outstanding common stock, giving effect to the issuance of shares of common stock in connection with the conversion of the Series B Preferred Stock and such exercise of the Warrant. | ||||
Class of Warrant or Rights, Term of Warrant or Rights | 5 years | ||||
Private Placement Agent [Member] | Scotts Miracle-Gro Company [Member] | |||||
4. Scotts Miracle-Gro Transactions - Convertible Preferred Stock, Warrants and Other Transactions (Details) [Line Items] | |||||
Class of Warrant or Rights, Granted (in Shares) | 125,000 | ||||
Class of Warrant or Rights, Exercise Price, Description | 125% of the average closing price of the Company’s common stock during the five-day period prior to the April 22, 2013 closing date | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $1.54 | $1.54 | |||
Fair Value Adjustment of Warrants | 108,000 | ||||
Share Price (in Dollars per share) | $1.30 | $1.30 | |||
Fair Value Assumptions, Expected Term | 3 years | ||||
Fair Value Assumptions, Expected Volatility Rate | 117.20% | ||||
Fair Value Inputs, Discount Rate | 0.39% | ||||
Scotts Miracle-Gro Company [Member] | Maximum [Member] | |||||
4. Scotts Miracle-Gro Transactions - Convertible Preferred Stock, Warrants and Other Transactions (Details) [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 80.00% | 80.00% | |||
Main Power Promissory Note [Member] | |||||
4. Scotts Miracle-Gro Transactions - Convertible Preferred Stock, Warrants and Other Transactions (Details) [Line Items] | |||||
Repayments of Debt | $950,000 | $950,000 |
5_Equity_Compensation_Plans_De
5. Equity Compensation Plans (Details) (Equity Compensation Plan (2005 Plan) [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity Compensation Plan (2005 Plan) [Member] | ||||
5. Equity Compensation Plans (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 180,000 | 93,000 | 331,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 0 | 75,000 | 2,000 | 109,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | 2,000 | 17,000 | 2,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 131,000 | 131,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $329,000 | $329,000 |
5_Equity_Compensation_Plans_De1
5. Equity Compensation Plans (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable (Equity Compensation Plan (2005 Plan) [Member], USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
5. Equity Compensation Plans (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Line Items] | |
Options Outstanding (in Shares) | 471 |
Options Outstanding, Weighted-average Remaining Contractual Life | 3 years 237 days |
Options Outstanding, Weighted-average Exercise Price | $2.33 |
Options Outstanding, Aggregate Intrinsic Value (in Dollars) | $814 |
Options Exercisable (in Shares) | 340 |
Options Exercisable, Weighted-average Remaining Contractual Life | 3 years 160 days |
Options Exercisable, Weighted-average Exercise Price | $1.76 |
Options Exercisable, Aggregate Intrinsic Value (in Dollars) | $712 |
Options Exercise Price $1.01 [Member] | |
5. Equity Compensation Plans (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Line Items] | |
Exercise Price | $1.01 |
Options Outstanding (in Shares) | 106 |
Options Outstanding, Weighted-average Remaining Contractual Life | 3 years 40 days |
Options Outstanding, Weighted-average Exercise Price | $1.01 |
Options Exercisable (in Shares) | 99 |
Options Exercisable, Weighted-average Remaining Contractual Life | 3 years 40 days |
Options Exercisable, Weighted-average Exercise Price | $1.01 |
Options Exercise Price $1.10 [Member] | |
5. Equity Compensation Plans (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Line Items] | |
Exercise Price | $1.10 |
Options Outstanding (in Shares) | 50 |
Options Outstanding, Weighted-average Remaining Contractual Life | 3 years 3 months |
Options Outstanding, Weighted-average Exercise Price | $1.10 |
Options Exercisable (in Shares) | 50 |
Options Exercisable, Weighted-average Remaining Contractual Life | 3 years 3 months |
Options Exercisable, Weighted-average Exercise Price | $1.10 |
Options Exercise Price $1.21 [Member] | |
5. Equity Compensation Plans (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Line Items] | |
Exercise Price | $1.21 |
Options Outstanding (in Shares) | 50 |
Options Outstanding, Weighted-average Remaining Contractual Life | 3 years 3 months |
Options Outstanding, Weighted-average Exercise Price | $1.21 |
Options Exercisable (in Shares) | 50 |
Options Exercisable, Weighted-average Remaining Contractual Life | 3 years 3 months |
Options Exercisable, Weighted-average Exercise Price | $1.21 |
Options Exercise Price $2.20 [Member] | |
5. Equity Compensation Plans (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Line Items] | |
Exercise Price | $2.20 |
Options Outstanding (in Shares) | 162 |
Options Outstanding, Weighted-average Remaining Contractual Life | 3 years 251 days |
Options Outstanding, Weighted-average Exercise Price | $2.20 |
Options Exercisable (in Shares) | 108 |
Options Exercisable, Weighted-average Remaining Contractual Life | 3 years 240 days |
Options Exercisable, Weighted-average Exercise Price | $1.21 |
Options Exercise Price $2.42 [Member] | |
5. Equity Compensation Plans (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Line Items] | |
Exercise Price | $2.42 |
Options Outstanding (in Shares) | 10 |
Options Outstanding, Weighted-average Remaining Contractual Life | 4 years 281 days |
Options Outstanding, Weighted-average Exercise Price | $2.42 |
Options Exercisable (in Shares) | 10 |
Options Exercisable, Weighted-average Remaining Contractual Life | 3 years 281 days |
Options Exercisable, Weighted-average Exercise Price | $1.21 |
Options Exercise Price $5.31 [Member] | |
5. Equity Compensation Plans (Details) - Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Line Items] | |
Exercise Price | $5.31 |
Options Outstanding (in Shares) | 93 |
Options Outstanding, Weighted-average Remaining Contractual Life | 4 years 219 days |
Options Outstanding, Weighted-average Exercise Price | $5.31 |
Options Exercisable (in Shares) | 23 |
Options Exercisable, Weighted-average Remaining Contractual Life | 4 years 219 days |
Options Exercisable, Weighted-average Exercise Price | $5.31 |
6_Income_Taxes_Details
6. Income Taxes (Details) (USD $) | Dec. 31, 2014 | Mar. 31, 2014 |
Income Tax Disclosure [Abstract] | ||
Unrecognized Tax Benefits | $0 | $0 |
8_Stockholders_Equity_Details
8. Stockholders' Equity (Details) (Scotts Miracle-Gro Company [Member], Maximum [Member]) | Apr. 22, 2013 |
Scotts Miracle-Gro Company [Member] | Maximum [Member] | |
8. Stockholders' Equity (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 80.00% |
8_Stockholders_Equity_Details_
8. Stockholders' Equity (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights (USD $) | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Abstract] | |
Warrants Outstanding | 575 |
Warrants Outstanding, Weighted Average Exercise Price | $20.24 |
Warrants Outstanding, Aggregate Intrinsic Value | $383 |
Granted | 0 |
Granted | $0 |
Exercised | 0 |
Exercised | $0 |
Expired | -8 |
Expired | $799.87 |
Warrants Outstanding | 567 |
Warrants Outstanding, Weighted Average Exercise Price | $9.38 |
Warrants Outstanding, Aggregate Intrinsic Value | $83 |
8_Stockholders_Equity_Details_1
8. Stockholders' Equity (Details) - Schedule of Warrants Outstanding (USD $) | 9 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Mar. 31, 2014 |
8. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 567 | 575 |
Weighted Average Exercise Price | $9.38 | $20.24 |
Weighted Average Remaing Life (Yrs) | 2 years | |
Warrants Exercisable at $2.10 [Member] | ||
8. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 50 | |
Weighted Average Exercise Price | $2.10 | |
Weighted Average Remaing Life (Yrs) | 3 years 281 days | |
Warrants Exercisable at $7.00 [Member] | ||
8. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 394 | |
Weighted Average Exercise Price | $7 | |
Weighted Average Remaing Life (Yrs) | 2 years 102 days | |
Warrants exercisable at $20.00 [Member] | ||
8. Stockholders' Equity (Details) - Schedule of Warrants Outstanding [Line Items] | ||
Warrants Outstanding | 123 | |
Weighted Average Exercise Price | $20 | |
Weighted Average Remaing Life (Yrs) | 135 days |
9_Subsequent_Events_Details
9. Subsequent Events (Details) (USD $) | 9 Months Ended | 2 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Feb. 17, 2015 | |
9. Subsequent Events (Details) [Line Items] | |||
Repayments of Related Party Debt | $0 | $123,000 | |
Affiliated Entity [Member] | Subsequent Event [Member] | |||
9. Subsequent Events (Details) [Line Items] | |||
Repayments of Related Party Debt | 3,000,000 | ||
Notes Payable, Related Parties, Current | 1,600,000 | ||
Due to Related Parties, Current | $143,000 |