Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 08, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Celsius Holdings, Inc. | |
Entity Central Index Key | 1,341,766 | |
Document Type | 10-Q | |
Trading Symbol | CELH | |
Document Period End Date | Sep. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 51,129,819 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | [1] |
Current assets: | |||
Cash | $ 5,314,112 | $ 14,186,624 | |
Accounts receivable, net | 12,836,991 | 6,375,658 | |
Inventories, net | 6,848,755 | 5,305,505 | |
Prepaid expenses and other current assets | 3,336,674 | 1,180,444 | |
Total current assets | 28,336,532 | 27,048,231 | |
Property and equipment, net | 121,504 | 62,642 | |
Total Assets | 28,458,036 | 27,110,873 | |
Current liabilities: | |||
Accounts payable and accrued expenses | 14,501,149 | 6,311,824 | |
Accrued preferred dividends | 212,265 | 133,883 | |
Customer advances and other current liabilities | 14,534 | 17,921 | |
Total current liabilities | 14,727,948 | 6,463,628 | |
Long-term liabilities: | |||
Note payable-related party | 3,500,000 | 3,500,000 | |
Total Liabilities | 18,227,948 | 9,963,628 | |
Commitments and contingences (note 14) | |||
Stockholders' Equity: | |||
Preferred Stock, $0.001 par value; 2,500,000 shares authorized, 2,760 and 6,760 shares issued and outstanding at September 30, 2018 and December 31, 2017 | 3 | 7 | |
Common stock, $0.001 par value; 75,000,000 shares authorized, 51,124,946 and 45,701,593 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively | 51,125 | 45,702 | |
Additional paid-in capital | 82,659,488 | 79,101,824 | |
Accumulated other comprehensive loss/(income) | 6,752 | (39,378) | |
Accumulated deficit | (72,487,280) | (61,960,910) | |
Total Stockholders' Equity | 10,230,088 | 17,147,245 | |
Total Liabilities and Stockholders' Equity | $ 28,458,036 | $ 27,110,873 | |
[1] | Derived from Audited Financial Statements |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 | [1] |
Statement of Financial Position [Abstract] | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred stock, authorized | 2,500,000 | 2,500,000 | |
Preferred stock, issued | 2,760 | 6,760 | |
Preferred stock, outstanding | 2,760 | 6,760 | |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
Common stock, authorized | 75,000,000 | 75,000,000 | |
Common stock, issued | 51,124,946 | 45,701,593 | |
Common stock, outstanding | 51,124,946 | 45,701,593 | |
[1] | Derived from Audited Financial Statements |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Revenue | $ 16,565,316 | $ 10,785,796 | $ 37,923,619 | $ 27,023,123 |
Cost of revenue | 9,694,932 | 6,110,898 | 22,307,735 | 15,398,798 |
Gross profit | 6,870,384 | 4,674,898 | 15,615,884 | 11,624,325 |
Selling and marketing expenses | 8,671,792 | 4,702,308 | 18,419,236 | 9,273,207 |
General and administrative expenses | 2,287,374 | 1,559,173 | 7,430,580 | 5,261,694 |
Total operating expenses | 10,959,166 | 6,261,481 | 25,849,816 | 14,534,901 |
Loss from operations | (4,088,782) | (1,586,583) | (10,233,932) | (2,910,576) |
Other (Expense): | ||||
Interest expense | (42,932) | (35,661) | (122,944) | (122,195) |
Total Other (Expense) | (42,932) | (35,661) | (122,944) | (122,195) |
Net Loss | (4,131,714) | (1,622,244) | (10,356,876) | (3,032,771) |
Preferred stock dividend | (43,639) | (92,250) | (169,494) | (273,743) |
Net loss available to common stockholders | $ (4,175,353) | $ (1,714,494) | $ (10,526,370) | $ (3,306,514) |
Loss per share: | ||||
Basic (in dollars per share) | $ (0.08) | $ (0.04) | $ (0.21) | $ (0.08) |
Diluted (in dollars per share) | $ (0.08) | $ (0.04) | $ (0.21) | $ (0.08) |
Weighted average shares outstanding: | ||||
Basic (in shares) | 51,098,575 | 45,487,908 | 49,675,624 | 43,990,367 |
Diluted (in shares) | 51,098,575 | 45,487,908 | 49,675,624 | 43,990,367 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net loss available to common stockholders, as reported | $ (4,175,353) | $ (1,714,494) | $ (10,526,370) | $ (3,306,514) |
Other comprehensive (loss)/income: | ||||
Unrealized foreign currency translation income | 65,949 | 46,130 | ||
Comprehensive loss | $ (4,109,404) | $ (1,714,494) | $ (10,480,240) | $ (3,306,514) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net Loss | $ (10,356,876) | $ (3,032,771) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 34,620 | 14,292 |
Shares issued for settlement of legal claim | 279,600 | 327,997 |
Stock-based option compensation expense | 3,103,778 | 1,635,458 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (6,461,333) | (4,284,156) |
Inventories net | (1,543,250) | (2,105,226) |
Prepaid expenses and other current assets | (2,156,230) | (2,130,941) |
Accounts payable and accrued expenses | 8,189,325 | 6,656,778 |
Accrued preferred dividends | (91,111) | (151,667) |
Deferred revenue and other current liabilities | (3,387) | (161,624) |
Net cash used in operating activities | (9,004,864) | (3,231,860) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (93,482) | (30,716) |
Net cash (used in) investing activities | (93,482) | (30,716) |
Cash flows from financing activities: | ||
Net proceeds from issuance of common stock | 9,999,948 | |
Proceeds from exercise of stock options | 179,704 | 934,073 |
Net cash provided by financing activities | 179,704 | 10,934,021 |
Effect of exchange rate changes on cash and cash equivalents | 46,130 | |
Net (decrease) increase in cash | (8,872,512) | 7,671,445 |
Cash at beginning of the period | 14,186,624 | 11,747,138 |
Cash at end of the period | 5,314,112 | 19,418,583 |
Cash paid during period for: | ||
Interest | 132,425 | 137,014 |
Income Taxes | ||
Non-cash investing and financing activities: | ||
Accrued preferred dividends | 129,493 | 273,743 |
Conversion of convertible note to common stock, related-party | $ 1,000,000 |
ORGANIZATION AND DESCRIPTION OF
ORGANIZATION AND DESCRIPTION OF BUSINESS | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business Company Celsius Holdings Since the merger, the Company is engaged in the development, marketing, sale and distribution of “ functional |
BASIS OF PRESENTATION AND SUMMA
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation – US GAAP Commission Significant Estimates Segment Reporting Disclosed About Segments of an Enterprise and Related Information.) Our chief operating decision-maker is considered to be our Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The financial information reviewed by the CEO is identical to the information presented in the accompanying consolidated statement of operations. Therefore, the Company has determined that it operates in a single operating segment. For the three and nine months ended September 30, 2018 and 2017 all material assets and revenues of the Company were in the United States except as disclosed in Note 2. Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2018, the Company had approximately $8 million in excess of the Federal Deposit Insurance Corporation limit. For the nine months ending September 30, 2018 and 2017, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2018 2017 A* 17.6 % 32.9 % All other 82.4 % 67.1 % Total 100.0 % 100.0 % At September 30, 2018 and December 31, 2017, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2018 2017 A* 44.4 % 60.7 % B 12.30 % 0 % C 10.60 % 7.8 % All other 32.70 % 31.5 % Total 100.0 % 100.0 % *Revenues and receivables from customer A are derived from a customer located in Sweden. Revenues from all other customers were mainly derived in the United States. Cash and Cash Equivalents Accounts Receivable Inventories Property and Equipment Impairment of Long-Lived Assets Revenue Recognition Customer Advances Advertising Costs Research and Development Foreign Currency Translation — Fair Value of Financial Instruments Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at September 30, 2018 and December 31, 2017. Income Taxes — Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, The Company’s tax returns for tax years in 2014 through 2017 remain subject to potential examination by the taxing authorities. Earnings per Share Share-Based Payments Cost of Revenues Operating Expenses Shipping and Handling Costs Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). The ASU replaces the prior lease accounting guidance in its entirety. The underlying principle of the new standard is the recognition of lease assets and lease liabilities by lessees for substantially all leases, with an exception for leases with terms of less than twelve months. The standard also requires additional quantitative and qualitative disclosures. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) - Land Easement Practical Expedient for Transition to Topic 842, which provides an optional transition practical expedient that allows companies to not evaluate (under Topic 842) existing or expired land easements that were not previously accounted for as leases (under Topic 840). Topic 842 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. Topic 842 requires a modified retrospective approach, which includes several optional practical expedients. The Company is currently evaluating the impact of ASU 2018-02 on the Company’s consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) (“ASU 2018-02”). The objective of the ASU is to allow a reclassification from accumulated comprehensive income (loss) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“TCJA”) and will improve the usefulness of information reported to financial statement users. ASU 2018-02 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements. Liquidity Our current operating plan for the next twelve (12) months indicates sufficient financial condition and we do not contemplate obtaining additional financing. However, if our sales volumes do not meet our projections, expenses exceed our expectations, our plans change, we may be unable to generate enough cash flow from operations to cover our working capital requirements. In such case, we may be required to adjust our business plan, by reducing marketing and other expenses or seek additional financing. There can be no assurance that such financing, if required, will be available on commercially reasonable terms if at all. |
REVENUE
REVENUE | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
REVENUE | 3. REVENUE The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Sales taxes and other similar taxes are excluded from revenue. The adoption of ASC 606 resulted in an immaterial impact to the specific financial statement line items of the Company’s unaudited Consolidated Statements of Income during the nine months ended September 30, 2018. As of January 1, 2018, the Company adopted Revenue from Contracts with Customers (Topic 606) (“ASC 606”). The new guidance sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed in U.S. GAAP. The underlying principle of the new standard is that a business or other organization will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects what it expects to receive in exchange for the goods or services. The standard also requires more detailed disclosures and provides additional guidance for transactions that were not addressed completely in the prior accounting guidance. The Company adopted the standard using the modified retrospective method and the adoption did not have a material impact on its consolidated financial statements. The Company expects that the impact to net income of the new standard will be immaterial on an ongoing quarterly and annual basis. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Information about the Company’s net sales by reporting segment for the nine months ended September 30, 2018 and 2017 is as follows: For the nine months ended September 30, September 30, 2018 2017 North America $ 27,911,538 $ 17,356,081 Europe 7,097,942 9,179,116 Asia 2,740,175 421,668 Other 173,964 66,258 Net sales $ 37,923,619 $ 27,023,123 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories consist of the following at: September 30, December 31, 2018 2017 Finished goods $ 4,200,013 $ 4,137,239 Raw Materials 2,809,932 1,204,560 Less: Inventory Reserve (161,190 ) (36,294 ) Inventories, net $ 6,848,755 $ 5,305,505 |
PREPAID EXPENSES AND OTHER CURR
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 9 Months Ended |
Sep. 30, 2018 | |
Prepaid Expenses And Other Current Assets | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets total approximately $3.3 million and $1.2 million, at September 30, 2018 and December 31, 2017, respectively, and consist mainly of prepaid advertising, prepaid insurance, prepaid slotting fees, and deposits on purchases of raw materials. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 6. PROPERTY AND EQUIPMENT Property and equipment consist of the following at: September 30, December 31, 2018 2017 Furniture and equipment $ 434,642 $ 341,159 Less: accumulated depreciation (313,136 ) (278,517 ) Total $ 121,504 $ 62,642 Depreciation expense amounted to $34,644 and $14,292 during the nine months ended September 30, 2018 and 2017, respectively |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 7. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: September 30, December 31, 2018 2017 Accounts payable $ 5,106,023 $ 3,003,086 Accrued expenses 9,395,126 3,308,738 Total $ 14,501,149 $ 6,311,824 |
CUSTOMER ADVANCES AND OTHER CUR
CUSTOMER ADVANCES AND OTHER CURRENT LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Revenue And Other Current Liabilities | |
CUSTOMER ADVANCES AND OTHER CURRENT LIABILITIES | 8. CUSTOMER ADVANCES AND OTHER CURRENT LIABILITIES Customer advances and other current liabilities: September 30, December 31, 2018 2017 State bottle bill liability $ 14,534 $ 17,921 Total $ 14,534 $ 17,921 |
NOTE PAYABLE - RELATED PARTIES
NOTE PAYABLE - RELATED PARTIES | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
NOTE PAYABLE - RELATED PARTIES | 9. NOTE PAYABLE - RELATED PARTIES Note payable - related parties consists of the following as of: September 30, December 31, 2018 2017 Note Payable In July 2010, the Company entered into a note payable with a related party principal shareholder which carries interest of five percent per annum paid quarterly. The Company has pledged all of its assets as security for the note payable. The notes mature in January 2020, at which time the principal amount is due. During April 2015, the Company issued $4,000,000 of convertible series D preferred series in exchange for cancellation of $4,000,000 of this line. In January 2018, the Company issued 333,333 of common stock at $3.00 per share the offering price in exchange for the cancellation of $1,000,000 of this line, reducing the amount of the line to $3,500,000. Long-term portion $ 3,500,000 $ 3,500,000 |
PREFERRED STOCK - RELATED PARTY
PREFERRED STOCK - RELATED PARTY | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
PREFERRED STOCK - RELATED PARTY | 10. PREFERRED STOCK – RELATED PARTY On August 26, 2013, the Company entered into a securities purchase agreement (the “ 2013 Purchase Agreement CDS CD Preferred C Shares CD Note Payable On April 16, 2015, the Company entered into an amendment to its existing Loan and Security Agreement (the “Amendment”) with CD an affiliate of CDS Ventures and Mr. DeSantis. Pursuant to the Amendment, the outstanding principal amount of the CD note payable was reduced by $4.0 million, which amount was converted into 4,000 shares of a newly-designated Series D Preferred Stock (the “Preferred D Shares”). This related party was given a conversion price of $0.86 per common share, whereas other investors purchased common shares at $0.89 in the private placement, as discussed in note 12. The difference of $0.03 per share, which resulted in $139,535, was recorded as a dividend in accordance with ASC 470-20-35, subsequent measurement for debt with conversion and other options. The Preferred D Shares are convertible into our common stock at the option of the holder thereof at a conversion price of $0.86 per share until the earlier of the January 2, 2021 due date of our note payable with CD Financial or such earlier date as the note payable is satisfied (the “ Maturity Date |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 11. RELATED PARTY TRANSACTIONS The Company’s office is rented from a company affiliated with CD which is controlled by Carl DeSantis, a principal shareholder (see note 14). Currently, the lease expires on October 2020 with monthly base rent of $12,090. The rental fee is commensurate with other properties available in the market. Other related party transactions are discussed in notes 9 and 10. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 12. STOCKHOLDERS’ EQUITY Issuance of common stock pursuant to services performed In January 2017, the Company issued 47,126 shares of “ restricted On July 31 st th Issuance of common stock pursuant to private placement Between January 1, 2017 and March 2017, the Company issued a total of 3,333,329 shares of common stock at $3.00 per share for net proceeds of approximately $10 million to 12 accredited investors. In January 2017, the Company issued 333,333 unregistered common shares upon the conversion of $1,000,000 of the note payable debt valued at $3.00 per share. Issuance of common stock pursuant to exercise of stock options During the nine months ended September 30, 2018, the Company issued an aggregate of 712,190 shares of its common stock pursuant to the exercise of stock options granted under the Company’s 2006 & 2015 Stock Incentive Plan. The Company received aggregate proceeds of $179,704 for options exercised for cash, with the balance of the options having been exercised on a “cashless” basis. During the nine months ended September 30, 2017, the Company issued an aggregate of 1,918,395 shares of its common stock pursuant to the exercise of stock options granted under the Company’s 2006 Stock Incentive Plan. The Company received aggregate proceeds of $934,00 for options exercised for cash, with the balance of the options having been exercised on a “cashless” basis. Issuance of preferred stock pursuant to private placement In March 2018, the 4,000 preferred shares were converted into 4,651,163 of common stock. Refer to note 10 for discussion on preferred stock issuances. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
STOCK-BASED COMPENSATION | 13. STOCK-BASED COMPENSATION The Company adopted an Incentive Stock Plan on January 18, 2007. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. During 2013, the majority of the shareholders approved to increase the total available shares in the plan from 2.5 million to 3.5 million shares of common stock. During May 2014, the majority of the shareholders approved to increase the total available shares in the plan from 3.5 million to 4.25 million shares of common stock, during February 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.25 million to 4.6 million shares of common stock and during April 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.6 million to 5.1 million shares of common stock. Options to acquire shares of common stock may be granted at no less than fair market value on the date of grant. Upon exercise, shares of new common stock are issued by the Company. The Company adopted the 2015 Stock Incentive Plan on April 30, 2015. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. The 2015 Plan permits the grant of options and shares for up to 5,000,000 shares. In addition, there is a provision for an annual increase of 15% to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2016. Under the 2015 Stock Option Plan the Company has issued options to purchase approximately 4.35 million shares at an average price of $3.79 per share with a fair value of $7.4 million. For the nine months ended September 30, 2018 and 2017, the Company issued options to purchase 1.71 million and 1.5 million shares. For the nine months ended September 30, 2018 and 2017, the Company recognized an expense of approximately $3,012,799 and $1,963,455, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of September 30, 2018, the Company had approximately $8.1 million of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 3 years. The Company used straight-line amortization of compensation expense over the two to three-year requisite service or vesting period of the grant. There are options to purchase approximately 3.32 million shares that are vested as of September 30, 2018. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black - Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following: Nine months ended September 30, 2018 2017 Expected volatility 91.19% – 113.03% 137% - 140% Expected term 4.7 – 5.06 Years 4 Years Risk-free interest rate 2.56% - 2.86% 1.33% Forfeiture Rate 0.00% 0.00% Expected dividend yield 0.00% 0.00% The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant. A summary of the status of the Company’s outstanding stock options as of September 30, 2018 and changes during the period ending on that date is as follows: Weighted Average Aggregate Average Exercise Intrinsic Remaining Shares (000’s) Price Value (000’s) Term (Yrs) Options Balance at December 31, 2017 4,614 $ 1.82 $ 12,476 4.23 Granted 1,705 5.41 Exercised (705 ) 0.41 Forfeiture and cancelled (17 ) 3.19 Balance September 30, 2018 5,597 $ 3.09 $ 7,398 5.34 Exercisable at September 30, 2018 3,323 $ 2.05 The following table summarizes information about employee stock options outstanding at September 30, 2018: Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted Range of at Averaged Averaged at Averaged Averaged Exercise September 30, Remaining Exercise September 30, Exercise Remaining Price 2018 (000’s) Life (years) Price 2018 (000’s) Price Life (years) $0.20 - $0.53 514 3.25 $ 0.28 514 $ 0.28 3.25 $0.65 - $1.80 1,042 1.36 $ 0.85 1,028 $ 0.85 1.34 $1.83 - $2.84 1,166 3.57 $ 2.06 895 $ 2.07 3.62 $3.20 - $6.20 2,867 7.90 $ 4.80 878 $ 4.40 6.92 $7.20 - $22.00 8 .88 $ 10.36 8 $ 10.36 .88 Outstanding options 5,597 5.34 $ 3.09 3,323 $ 2.05 3.72 Restricted Stock Awards Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the nine months ended September 30, 2018 For the Nine Months ended September 30, 2018 September 30, 2017 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested at beginning of period 72,222 $ — — — Granted — 100,000 3.64 Vested (25,000 ) — (11,111 ) — Unvested at end of period 47,222 $ 3.64 88,889 3.64 Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors as of September 30, 2018 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 14. COMMITMENTS AND CONTINGENCIES The Company has entered into distribution agreements with liquidated damages in case the Company cancels the distribution agreements without cause. Cause has been defined in various ways. It is management’s belief that no such agreement has created any liability as of September 30, 2018. On February 22, 2017, we were served with a summons and complaint with respect to a breach of contract action filed in Superior Court of the State of California, Los Angeles County, by Statewide Beverage Company, Inc. (“Statewide”), a former distributor of the Company’s products, whose distribution agreement, with the Company had terminated effective November 2016 for “cause” (non-payment of invoices within the applicable grace period provided in the distribution agreement). The complaint alleged that the distribution agreement was terminated without “cause” and sought unspecified damages consisting of termination payments and fees which would be due upon a termination without “cause,” but not on a termination for “cause” as well as certain invasion fees allegedly due under the terms of the distribution agreement. The Company settled this case as of July 31, 2018 for three cash payments over a five (5) month period through January 1, 2019 totaling $750,000 and the issuance of 60,000 restricted shares of our common stock, valued at $4.66 per share. Accordingly, the total impact of this settlement amounted to $1,029,600. In July 2018, we were served with a complaint filed in Palm Beach County, Florida Circuit Court by Johnny Nunez (“Plaintiff”), seeking damages for alleged breach of contract and unjust enrichment by D3M Licensing Group, LLC (“D3M”), who was also named as a defendant as well as Celsius. Celsius believes that Plaintiff’s claims are without merit, as Plaintiff was not a party to the Photography Agreement or any other agreement with Celsius and accordingly, cannot claim breach of contract or unjust enrichment as a matter of law. Accordingly, Celsius has filed a motion to dismiss Plaintiff’s amended complaint for failure to state a claim. Plaintiff’s counsel has filed a motion in opposition and the parties are currently awaiting a ruling from the Court. Please refer to Item 1 below, regarding Legal Proceedings, for additional details. The Company entered into an office lease with a related party (see note 11) effective October 2015. The current monthly base rent amounts to $12,090 per month and the lease terminates in October 2020. Future minimum payments required under operating lease obligations at September 30, 2018 are as follows: Future Minimum Lease Payments Year ending December 31, 2018 $ 36,994 2019 150,175 2020 128,259 Total $ 315,428 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 15. SUBSEQUENT EVENTS Between October 1, 2018 and November 8, 2018, the Company issued an aggregate of 4,873 shares of its common stock pursuant to the exercise of stock options granted under the Company’s 2006 Stock Incentive Plan. |
BASIS OF PRESENTATION AND SUM_2
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation – US GAAP Commission |
Significant Estimates | Significant Estimates |
Segment Reporting | Segment Reporting Disclosed About Segments of an Enterprise and Related Information.) Our chief operating decision-maker is considered to be our Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The financial information reviewed by the CEO is identical to the information presented in the accompanying consolidated statement of operations. Therefore, the Company has determined that it operates in a single operating segment. For the three and nine months ended September 30, 2018 and 2017 all material assets and revenues of the Company were in the United States except as disclosed in Note 2. |
Concentrations of Risk | Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2018, the Company had approximately $8 million in excess of the Federal Deposit Insurance Corporation limit. For the nine months ending September 30, 2018 and 2017, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2018 2017 A* 17.6 % 32.9 % All other 82.4 % 67.1 % Total 100.0 % 100.0 % At September 30, 2018 and December 31, 2017, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2018 2017 A* 44.4 % 60.7 % B 12.30 % 0 % C 10.60 % 7.8 % All other 32.70 % 31.5 % Total 100.0 % 100.0 % *Revenues and receivables from customer A are derived from a customer located in Sweden. Revenues from all other customers were mainly derived in the United States. |
Cash and Cash Equivalents | Cash and Cash Equivalents |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories |
Property and Equipment | Property and Equipment |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Revenue Recognition | Revenue Recognition |
Customer Advances | Customer Advances |
Advertising Costs | Advertising Costs |
Research and Development | Research and Development |
Foreign Currency Translation | Foreign Currency Translation — |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Fair Value Measurements | Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at September 30, 2018 and December 31, 2017. |
Income Taxes | Income Taxes — Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, The Company’s tax returns for tax years in 2014 through 2017 remain subject to potential examination by the taxing authorities. |
Earnings per Share | Earnings per Share |
Share-Based Payments | Share-Based Payments |
Cost of Revenues | Cost of Revenues |
Operating Expenses | Operating Expenses |
Shipping and Handling Costs | Shipping and Handling Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). The ASU replaces the prior lease accounting guidance in its entirety. The underlying principle of the new standard is the recognition of lease assets and lease liabilities by lessees for substantially all leases, with an exception for leases with terms of less than twelve months. The standard also requires additional quantitative and qualitative disclosures. In January 2018, the FASB issued ASU 2018-01, Leases (Topic 842) - Land Easement Practical Expedient for Transition to Topic 842, which provides an optional transition practical expedient that allows companies to not evaluate (under Topic 842) existing or expired land easements that were not previously accounted for as leases (under Topic 840). Topic 842 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. Topic 842 requires a modified retrospective approach, which includes several optional practical expedients. The Company is currently evaluating the impact of ASU 2018-02 on the Company’s consolidated financial statements. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220) (“ASU 2018-02”). The objective of the ASU is to allow a reclassification from accumulated comprehensive income (loss) to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (“TCJA”) and will improve the usefulness of information reported to financial statement users. ASU 2018-02 is effective for interim and annual reporting periods beginning after December 15, 2018, and early adoption is permitted. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements. |
Liquidity | Liquidity Our current operating plan for the next twelve (12) months indicates sufficient financial condition and we do not contemplate obtaining additional financing. However, if our sales volumes do not meet our projections, expenses exceed our expectations, our plans change, we may be unable to generate enough cash flow from operations to cover our working capital requirements. In such case, we may be required to adjust our business plan, by reducing marketing and other expenses or seek additional financing. There can be no assurance that such financing, if required, will be available on commercially reasonable terms if at all. |
BASIS OF PRESENTATION AND SUM_3
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Schedule of revenue & accounts receivable with customers | For the nine months ending September 30, 2018 and 2017, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2018 2017 A* 17.6 % 32.9 % All other 82.4 % 67.1 % Total 100.0 % 100.0 % At September 30, 2018 and December 31, 2017, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2018 2017 A* 44.4 % 60.7 % B 12.30 % 0 % C 10.60 % 7.8 % All other 32.70 % 31.5 % Total 100.0 % 100.0 % *Revenues and receivables from customer A are derived from a customer located in Sweden. Revenues from all other customers were mainly derived in the United States. |
REVENUE (Tables)
REVENUE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of net sales by reporting segment | Information about the Company’s net sales by reporting segment for the nine months ended September 30, 2018 and 2017 is as follows: For the nine months ended September 30, September 30, 2018 2017 North America $ 27,911,538 $ 17,356,081 Europe 7,097,942 9,179,116 Asia 2,740,175 421,668 Other 173,964 66,258 Net sales $ 37,923,619 $ 27,023,123 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consist of the following at: September 30, December 31, 2018 2017 Finished goods $ 4,200,013 $ 4,137,239 Raw Materials 2,809,932 1,204,560 Less: Inventory Reserve (161,190 ) (36,294 ) Inventories, net $ 6,848,755 $ 5,305,505 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | Property and equipment consist of the following at: September 30, December 31, 2018 2017 Furniture and equipment $ 434,642 $ 341,159 Less: accumulated depreciation (313,136 ) (278,517 ) Total $ 121,504 $ 62,642 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | Accounts payable and accrued expenses consist of the following at: September 30, December 31, 2018 2017 Accounts payable $ 5,106,023 $ 3,003,086 Accrued expenses 9,395,126 3,308,738 Total $ 14,501,149 $ 6,311,824 |
CUSTOMER ADVANCES AND OTHER C_2
CUSTOMER ADVANCES AND OTHER CURRENT LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Deferred Revenue And Other Current Liabilities | |
Schedule of customer advances and other current liabilities | Customer advances and other current liabilities: September 30, December 31, 2018 2017 State bottle bill liability $ 14,534 $ 17,921 Total $ 14,534 $ 17,921 |
NOTE PAYABLE - RELATED PARTIES
NOTE PAYABLE - RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of note payable - related parties | Note payable - related parties consists of the following as of: September 30, December 31, 2018 2017 Note Payable In July 2010, the Company entered into a note payable with a related party principal shareholder which carries interest of five percent per annum paid quarterly. The Company has pledged all of its assets as security for the note payable. The notes mature in January 2020, at which time the principal amount is due. During April 2015, the Company issued $4,000,000 of convertible series D preferred series in exchange for cancellation of $4,000,000 of this line. In January 2018, the Company issued 333,333 of common stock at $3.00 per share the offering price in exchange for the cancellation of $1,000,000 of this line, reducing the amount of the line to $3,500,000. Long-term portion $ 3,500,000 $ 3,500,000 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of black - scholes option-pricing model valuation assumption | The calculation of the fair value of the awards using the Black - Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following: Nine months ended September 30, 2018 2017 Expected volatility 91.19% – 113.03% 137% - 140% Expected term 4.7 – 5.06 Years 4 Years Risk-free interest rate 2.56% - 2.86% 1.33% Forfeiture Rate 0.00% 0.00% Expected dividend yield 0.00% 0.00% |
Schedule of outstanding stock options | A summary of the status of the Company’s outstanding stock options as of September 30, 2018 and changes during the period ending on that date is as follows: Weighted Average Aggregate Average Exercise Intrinsic Remaining Shares (000’s) Price Value (000’s) Term (Yrs) Options Balance at December 31, 2017 4,614 $ 1.82 $ 12,476 4.23 Granted 1,705 5.41 Exercised (705 ) 0.41 Forfeiture and cancelled (17 ) 3.19 Balance September 30, 2018 5,597 $ 3.09 $ 7,398 5.34 Exercisable at September 30, 2018 3,323 $ 2.05 |
Schedule of employee stock options outstanding | The following table summarizes information about employee stock options outstanding at September 30, 2018: Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted Range of at Averaged Averaged at Averaged Averaged Exercise September 30, Remaining Exercise September 30, Exercise Remaining Price 2018 (000’s) Life (years) Price 2018 (000’s) Price Life (years) $0.20 - $0.53 514 3.25 $ 0.28 514 $ 0.28 3.25 $0.65 - $1.80 1,042 1.36 $ 0.85 1,028 $ 0.85 1.34 $1.83 - $2.84 1,166 3.57 $ 2.06 895 $ 2.07 3.62 $3.20 - $6.20 2,867 7.90 $ 4.80 878 $ 4.40 6.92 $7.20 - $22.00 8 .88 $ 10.36 8 $ 10.36 .88 Outstanding options 5,597 5.34 $ 3.09 3,323 $ 2.05 3.72 |
Summary of restricted stock awards | A summary of the Company’s restricted stock activity for the nine months ended September 30, 2018 For the Nine Months ended September 30, 2018 September 30, 2017 Shares Weighted Average Grant Date Fair Value Shares Weighted Average Grant Date Fair Value Unvested at beginning of period 72,222 $ — — — Granted — 100,000 3.64 Vested (25,000 ) — (11,111 ) — Unvested at end of period 47,222 $ 3.64 88,889 3.64 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future annual minimum payments | Future minimum payments required under operating lease obligations at September 30, 2018 are as follows: Future Minimum Lease Payments Year ending December 31, 2018 $ 36,994 2019 150,175 2020 128,259 Total $ 315,428 |
BASIS OF PRESENTATION AND SUM_4
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - 10% or Greater Revenue [Member] | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Concentration Risk [Line Items] | ||
Total | 100.00% | 100.00% |
Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Total | 17.60% | 32.90% |
All Other [Member] | ||
Concentration Risk [Line Items] | ||
Total | 82.40% | 67.10% |
BASIS OF PRESENTATION AND SUM_5
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - 10% or Accounts Receivable [Member] | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | ||
Concentration Risk [Line Items] | |||
Total | 100.00% | 100.00% | |
Customer A [Member] | |||
Concentration Risk [Line Items] | |||
Total | [1] | 44.40% | 60.70% |
Customer B [Member] | |||
Concentration Risk [Line Items] | |||
Total | 12.30% | 0.00% | |
Customer C [Member] | |||
Concentration Risk [Line Items] | |||
Total | 10.60% | 7.80% | |
All Other [Member] | |||
Concentration Risk [Line Items] | |||
Total | 32.70% | 31.50% | |
[1] | Revenues and receivables from customer A are derived from a customer located in Sweden. Revenues from all other customers were mainly derived in the United States. |
BASIS OF PRESENTATION AND SUM_6
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Apr. 30, 2015shares | Mar. 14, 2017USD ($)Numbershares | Sep. 30, 2018USD ($)$ / shares | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)Number$ / sharesshares | Dec. 31, 2017USD ($) | Jun. 30, 2017$ / shares | ||
Amount excess of FDIC limit | $ 8,000,000 | $ 8,000,000 | |||||||
Allowance for doubtful accounts | 23,505 | 23,505 | $ 33,100 | ||||||
Inventory reserve | 161,190 | 161,190 | 36,294 | ||||||
Advertising expense | 13,100,000 | $ 5,100,000 | |||||||
Research and development expense | 313,000 | 240,945 | |||||||
Shipping and handling costs | 4,100,000 | 2,400,000 | |||||||
Foreign currency translation expense | 46,130 | $ 0 | |||||||
Number of options outstanding | shares | 5,600,000 | ||||||||
Exercise price of awards (in dollars per share) | $ / shares | $ 1 | $ 1 | $ 3.09 | ||||||
Accumulated deficit | (72,487,280) | (72,487,280) | $ (61,960,910) | [1] | |||||
Net (loss) available to common stockholders | $ (4,175,353) | $ (1,714,494) | (10,526,370) | $ (3,306,514) | |||||
Net cash used in operating activities | (9,004,864) | (3,231,860) | |||||||
Proceeds from sale of common stock | 9,999,948 | ||||||||
Stock Incentive Plan 2015 [Member] | |||||||||
Number of shares authorized | shares | 5,000,000 | ||||||||
Description of plan | Provision for an annual increase of 15% to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2016. | ||||||||
Private Placement [Member] | |||||||||
Proceeds from sale of common stock | $ 15,000,000 | $ 10,000,000 | |||||||
Number of shares issued upon transaction | shares | 4,833,329 | 3,333,329 | |||||||
Number of investors | Number | 13 | 12 | |||||||
Share price (in dollars per share) | $ / shares | $ 3 | $ 3 | |||||||
Series C Preferred Stock [Member] | |||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.52 | ||||||||
Number of preferred stock warrants outstanding | shares | 5,300,000 | ||||||||
Minimum [Member] | |||||||||
Useful life | 3 years | ||||||||
Maximum [Member] | |||||||||
Useful life | 7 years | ||||||||
[1] | Derived from Audited Financial Statements |
REVENUE (Details)
REVENUE (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Net sales | $ 16,565,316 | $ 10,785,796 | $ 37,923,619 | $ 27,023,123 |
North America [Member] | ||||
Net sales | 27,911,538 | 17,356,081 | ||
Europe [Member] | ||||
Net sales | 7,097,942 | 9,179,116 | ||
Asia [Member] | ||||
Net sales | 2,740,175 | 421,668 | ||
Other [Member] | ||||
Net sales | $ 173,964 | $ 66,258 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |||
Finished goods | $ 4,200,013 | $ 4,137,239 | |
Raw Materials | 2,809,932 | 1,204,560 | |
Less: Inventory Reserve | (161,190) | (36,294) | |
Inventories, net | $ 6,848,755 | $ 5,305,505 | [1] |
[1] | Derived from Audited Financial Statements |
PREPAID EXPENSES AND OTHER CU_2
PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Prepaid Expenses And Other Current Assets | ||
Prepaid expenses and other current assets | $ 3,300,000 | $ 1,200,000 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | |||
Less: accumulated depreciation | $ (313,136) | $ (278,517) | |
Total | 121,504 | 62,642 | [1] |
Furniture and Equipment [Member} | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 434,642 | $ 341,159 | |
[1] | Derived from Audited Financial Statements |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Property And Equipment Details Narrative | ||
Depreciation expense | $ 34,644 | $ 14,292 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 | |
Accounts Payable And Accrued Expenses Details | |||
Accounts payable | $ 5,106,023 | $ 3,003,086 | |
Accrued expenses | 9,395,126 | 3,308,738 | |
Total | $ 14,501,149 | $ 6,311,824 | [1] |
[1] | Derived from Audited Financial Statements |
CUSTOMER ADVANCES AND OTHER C_3
CUSTOMER ADVANCES AND OTHER CURRENT LIABILITIES (Details) - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Deferred Revenue And Other Current Liabilities | ||
State bottle bill liability | $ 14,534 | $ 17,921 |
Total | $ 14,534 | $ 17,921 |
NOTE PAYABLE - RELATED PARTIE_2
NOTE PAYABLE - RELATED PARTIES (Details) - USD ($) | 1 Months Ended | ||||||
Jan. 31, 2018 | Jan. 31, 2017 | Apr. 30, 2015 | Jul. 31, 2010 | Sep. 30, 2018 | Dec. 31, 2017 | ||
Long-term portion | $ 3,500,000 | $ 3,500,000 | [1] | ||||
CD Financial, LLC [Member] | Carl DeSantis [Member] | |||||||
Number of shares issued upon debt cancellation | 333,333 | ||||||
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | |||||||
Long-term portion | $ 3,500,000 | $ 3,500,000 | |||||
Maturity date | Jan. 31, 2020 | ||||||
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | Common Stock [Member] | |||||||
Number of shares issued upon debt cancellation | 333,333 | ||||||
Debt cancelled amount | $ 1,000,000 | ||||||
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | Series D Preferred Stock [Member] | |||||||
Number of shares issued upon debt cancellation | 4,000,000 | ||||||
Debt cancelled amount | $ 4,000,000 | ||||||
[1] | Derived from Audited Financial Statements |
PREFERRED STOCK - RELATED PAR_2
PREFERRED STOCK - RELATED PARTY (Details Narrative) - USD ($) | Apr. 16, 2015 | Aug. 26, 2013 | Mar. 30, 2018 | Jan. 31, 2017 | Apr. 30, 2015 | Sep. 30, 2018 | Dec. 31, 2017 | [1] | Sep. 30, 2017 | Jun. 30, 2017 |
Accrued dividend | $ 212,265 | $ 133,883 | ||||||||
Share price (in dollars per share) | $ 1 | $ 3.09 | ||||||||
Series D Preferred Stock [Member] | ||||||||||
Conversion price (in dollars per share) | $ 0.86 | |||||||||
Preferred D shares converted into common Shares | 4,651,163 | |||||||||
Series C Preferred Stock [Member] | ||||||||||
Conversion price (in dollars per share) | $ 0.52 | |||||||||
CD Financial, LLC [Member] | Carl DeSantis [Member] | ||||||||||
Number of shares issued upon debt conversion | 333,333 | |||||||||
Original debt conversion amount | $ 1,000,000 | |||||||||
Conversion price (in dollars per share) | $ 3 | |||||||||
CD Financial, LLC [Member] | Carl DeSantis [Member] | Series D Preferred Stock [Member] | Amendment Loan and Security Agreement [Member] | ||||||||||
Number of shares issued upon debt conversion | 4,000 | |||||||||
Conversion price (in dollars per share) | $ 0.86 | |||||||||
Liquidation preference (in dollars per share) | $ 1,000 | |||||||||
Accrued dividend | $ 139,535 | |||||||||
Preferred stock redemption date | Jan. 2, 2021 | |||||||||
Share price (in dollars per share) | $ 0.89 | |||||||||
Dividend payable (in dollars per share) | $ 0.03 | |||||||||
Preferred stock redemption price, percent | 104.00% | |||||||||
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | Amendment Loan and Security Agreement [Member] | ||||||||||
Line of credit reduction borrowing capacity | $ 4,000,000 | |||||||||
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | Securities Purchase Agreement [Member] | ||||||||||
Original debt conversion amount | $ 1,650,000 | |||||||||
CDS Ventures of South Florida, LLC [Member] | Carl DeSantis [Member] | Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||
Number of shares issued upon accrued dividend | 180 | |||||||||
Value of shares issued upon accrued dividend | $ 180,000 | |||||||||
Accrued dividend | $ 168,626 | |||||||||
Preferred stock redemption date | Dec. 31, 2018 | |||||||||
CDS Ventures of South Florida, LLC [Member] | Short Term Loan [Member] | Carl DeSantis [Member] | Securities Purchase Agreement [Member] | ||||||||||
Original debt conversion amount | $ 550,000 | |||||||||
CDS Ventures of South Florida, LLC & CD Financial, LLC [Member] | Carl DeSantis [Member] | Series C Preferred Stock [Member] | Securities Purchase Agreement [Member] | ||||||||||
Number of shares issued upon debt conversion | 2,200 | |||||||||
Conversion price (in dollars per share) | $ 0.52 | |||||||||
Liquidation preference (in dollars per share) | $ 1,000 | |||||||||
[1] | Derived from Audited Financial Statements |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - CD Financial, LLC [Member] - Office [Member] - Carl DeSantis [Member] | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Lease expiration | 2020-10 |
Monthly expense | $ 12,090 |
STOCKHOLDERS' EQUITY (Details N
STOCKHOLDERS' EQUITY (Details Narrative) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jul. 31, 2018USD ($)$ / sharesshares | Mar. 30, 2018shares | Jan. 31, 2017USD ($)$ / sharesshares | Mar. 14, 2017USD ($)Numbershares | Sep. 30, 2018USD ($)$ / sharesshares | Sep. 30, 2017USD ($)Number$ / sharesshares | Dec. 31, 2017USD ($)shares | Jun. 30, 2017$ / shares | |
Stock price (in dollars per sahre) | $ / shares | $ 1 | $ 3.09 | ||||||
Proceeds from sale of common stock | $ | $ 9,999,948 | |||||||
Series D Preferred Stock [Member] | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 0.86 | |||||||
Number of preferred shares converted | 4,000 | |||||||
Preferred D shares converted into common Shares | 4,651,163 | |||||||
2006 & 2015 Stock Incentive Plan [Member] | ||||||||
Number of option shares granted | 712,190 | |||||||
Value of option shares granted | $ | $ 179,704 | |||||||
2006 Stock Incentive Plan [Member] | ||||||||
Number of option shares granted | 1,918,395 | |||||||
Value of option shares granted | $ | $ 93,400 | |||||||
Private Placement [Member] | ||||||||
Proceeds from sale of common stock | $ | $ 15,000,000 | $ 10,000,000 | ||||||
Number of shares issued upon transaction | 4,833,329 | 3,333,329 | ||||||
Number of investors | Number | 13 | 12 | ||||||
Share price (in dollars per share) | $ / shares | $ 3 | |||||||
Carl DeSantis [Member] | CD Financial, LLC [Member] | ||||||||
Number of shares issued upon debt conversion | 333,333 | |||||||
Original debt conversion amount | $ | $ 1,000,000 | |||||||
Conversion price (in dollars per share) | $ / shares | $ 3 | |||||||
Restricted Common Stock [Member] | Statewide [Member] | ||||||||
Stock price (in dollars per sahre) | $ / shares | $ 4.66 | |||||||
Stock issued for settlement of legal matter | 60,000 | |||||||
Fair value | $ | $ 279,600 | |||||||
Celebrity Endorsement Agreements [Member] | Restricted Common Stock [Member] | ||||||||
Number of shares issued upon services | 94,252 | |||||||
Fair value of shares issued upon services rendered | $ | $ 328,000 | |||||||
Stock price (in dollars per sahre) | $ / shares | $ 3.48 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Expected term | 4 years | |
Risk-free interest rate | 1.33% | |
Forfeiture Rate | 0.00% | 0.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Expected volatility | 91.19% | 137.00% |
Expected term | 4 years 8 months 12 days | |
Risk-free interest rate | 2.56% | |
Maximum [Member] | ||
Expected volatility | 113.03% | 140.00% |
Expected term | 5 years 22 days | |
Risk-free interest rate | 2.86% |
STOCK-BASED COMPENSATION (Det_2
STOCK-BASED COMPENSATION (Details 1) | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Balance at beginning | shares | 4,614,000 |
Granted | shares | 1,705,000 |
Exercised | shares | (705,000) |
Forfeiture and cancelled | shares | (17,000) |
Balance at end | shares | 5,597,000 |
Exercisable at end | shares | 3,323,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward] | |
Balance at beginning | $ / shares | $ 1.82 |
Granted | $ / shares | 5.41 |
Exercised | $ / shares | 0.41 |
Forfeiture and cancelled | $ / shares | 3.19 |
Balance at end | $ / shares | 3.09 |
Exercisable at end | $ / shares | $ 2.05 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Roll Forward] | |
Balance at beginning | $ | $ 12,476,000 |
Balance at end | $ | $ 7,398,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Average Remaining Term [Roll Forward] | |
Balance at beginning | 4 years 2 months 23 days |
Balance at end | 5 years 4 months 2 days |
STOCK-BASED COMPENSATION (Det_3
STOCK-BASED COMPENSATION (Details 2) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Outstanding Options | ||
Number Outstanding | 5,597,000 | 4,614,000 |
Weighted Averaged Remaining Life | 5 years 4 months 2 days | |
Weighted Averaged Exercise Price | $ 3.09 | |
Vested Options | ||
Number Exercisable | 3,323,000 | |
Weighted Averaged Exercise Price | $ 2.05 | |
Weighted Averaged Remaining Life | 3 years 8 months 19 days | |
$0.20 - $0.53 [Member] | ||
Outstanding Options | ||
Number Outstanding | 514,000 | |
Weighted Averaged Remaining Life | 3 years 2 months 30 days | |
Weighted Averaged Exercise Price | $ 0.28 | |
Vested Options | ||
Number Exercisable | 514,000 | |
Weighted Averaged Exercise Price | $ 0.28 | |
Weighted Averaged Remaining Life | 3 years 2 months 30 days | |
$0.65 - $1.80 [Member] | ||
Outstanding Options | ||
Number Outstanding | 1,042,000 | |
Weighted Averaged Remaining Life | 1 year 4 months 9 days | |
Weighted Averaged Exercise Price | $ 0.85 | |
Vested Options | ||
Number Exercisable | 1,028,000 | |
Weighted Averaged Exercise Price | $ 0.85 | |
Weighted Averaged Remaining Life | 1 year 4 months 2 days | |
$1.83 - $2.84 [Member] | ||
Outstanding Options | ||
Number Outstanding | 1,166,000 | |
Weighted Averaged Remaining Life | 3 years 6 months 25 days | |
Weighted Averaged Exercise Price | $ 2.06 | |
Vested Options | ||
Number Exercisable | 895,000 | |
Weighted Averaged Exercise Price | $ 2.07 | |
Weighted Averaged Remaining Life | 3 years 7 months 13 days | |
$3.20 - $6.20 [Member] | ||
Outstanding Options | ||
Number Outstanding | 2,867,000 | |
Weighted Averaged Remaining Life | 7 years 10 months 25 days | |
Weighted Averaged Exercise Price | $ 4.80 | |
Vested Options | ||
Number Exercisable | 878,000 | |
Weighted Averaged Exercise Price | $ 4.40 | |
Weighted Averaged Remaining Life | 6 years 11 months 1 day | |
$7.20 - $22.00 [Member] | ||
Outstanding Options | ||
Number Outstanding | 8,000 | |
Weighted Averaged Remaining Life | 10 months 17 days | |
Weighted Averaged Exercise Price | $ 10.36 | |
Vested Options | ||
Number Exercisable | 8,000 | |
Weighted Averaged Exercise Price | $ 10.36 | |
Weighted Averaged Remaining Life | 10 months 17 days |
STOCK-BASED COMPENSATION (Det_4
STOCK-BASED COMPENSATION (Details 3) - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Number of Shares | ||
Unvested at beginning of period | 72,222 | |
Restricted stock granted | 0 | 100,000 |
Restricted stock vested | (25,000) | (11,111) |
Unvested at end of period | 47,222 | 88,889 |
Weighted Average Grant-Date Fair Value per Share | ||
Unvested at beginning of period | ||
Restricted stock granted | 3.64 | |
Restricted stock vested | ||
Unvested at end of period | $ 3.64 | $ 3.64 |
STOCK-BASED COMPENSATION (Det_5
STOCK-BASED COMPENSATION (Details Narrative) - USD ($) | Jan. 18, 2007 | Apr. 30, 2015 | Sep. 30, 2018 | Sep. 30, 2017 | Feb. 28, 2015 | May 31, 2014 | Dec. 31, 2013 |
Average share price (in dollars per share) | $ 5.41 | ||||||
Option issued for puchase | 1,710,000 | 1,500,000 | |||||
Unrecognized pre-tax non-cash compensation expense to non-vested option | $ 8,100,000 | ||||||
Period unrecognized pre-tax non-cash compensation expense to non-vested option | 3 years | ||||||
Number of shares vested | 3,320,000 | ||||||
Director [Member] | |||||||
Unrecognized compensation expense | $ 171,848 | ||||||
Weighted average period of unrecognized compensation expense | 1 year 5 months 1 day | ||||||
Stock Incentive Plan [Member] | |||||||
Plan expiration term | 10 years | ||||||
Number of shares authorized | 2,500,000 | 5,100,000 | 4,600,000 | 4,250,000 | 3,500,000 | ||
Stock Incentive Plan 2015 [Member] | |||||||
Number of shares authorized | 5,000,000 | ||||||
Description of plan | Provision for an annual increase of 15% to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2016. | ||||||
Average share price (in dollars per share) | $ 3.79 | ||||||
Option issued for puchase | 4,350,000 | ||||||
Value option purchased | $ 7,400,000 | ||||||
General And Administrative Expense [Member] | |||||||
Non-cash compensation expense | $ 3,012,799 | $ 1,963,455 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 36,994 |
2,019 | 150,175 |
2,020 | 128,259 |
Total | $ 315,428 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended |
Jul. 31, 2018 | Sep. 30, 2018 | |
Restricted common stock issued, Shares | 60,000 | |
Restricted common stock issued, Value | $ 750,000 | |
Shares issued, Price Per Share | $ 4.66 | |
Impact on settlement | $ 1,029,600 | |
CD Financial, LLC [Member] | Office [Member] | Carl DeSantis [Member] | ||
Lease expiration | 2020-10 | |
Monthly expense | $ 12,090 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - 2006 Stock Incentive Plan [Member] - shares | 1 Months Ended | 12 Months Ended |
Nov. 08, 2018 | Dec. 31, 2017 | |
Stock option Granted | 1,918,395 | |
Subsequent Event [Member] | ||
Stock option Granted | 4,873 |