Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 29, 2014 | 7-May-14 | |
Document And Entity Information | ' | ' |
Entity Registrant Name | 'ChromaDex Corp. | ' |
Entity Central Index Key | '0001386570 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 29-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--01-03 | ' |
Is Entity a Well-known Seasoned Issuer? | 'No | ' |
Is Entity a Voluntary Filer? | 'No | ' |
Is Entity's Reporting Status Current? | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 106,149,101 |
Document Fiscal Period Focus | 'Q1 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Unaudited) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
Current Assets | ' | ' |
Cash | $1,924,538 | $2,261,336 |
Trade receivables, less allowance for doubtful accounts and returns March 29, 2014 $16,000; December 28, 2013 $9,000 | 1,667,441 | 838,793 |
Other receivable | ' | 215,000 |
Inventories | 2,492,777 | 2,204,125 |
Prepaid expenses and other assets | 336,046 | 271,445 |
Total current assets | 6,420,802 | 5,790,699 |
Leasehold Improvements and Equipment, net | 1,025,690 | 1,063,239 |
Other Noncurrent Assets | ' | ' |
Deposits | 52,508 | 43,460 |
Long-term investment in affiliate | 773,801 | 1,887,844 |
Intangible assets, net | 199,017 | 201,650 |
Total other noncurrent assets | 1,025,326 | 2,132,954 |
Total assets | 8,471,818 | 8,986,892 |
Current Liabilities | ' | ' |
Accounts payable | 1,922,069 | 1,440,910 |
Accrued expenses | 731,601 | 656,707 |
Current maturities of capital lease obligations | 136,090 | 138,887 |
Customer deposits and other | 389,024 | 546,044 |
Deferred rent, current | 57,600 | 55,586 |
Total current liabilities | 3,236,384 | 2,838,134 |
Capital lease obligations, less current maturities | 249,793 | 280,342 |
Deferred rent, less current | 191,163 | 202,965 |
Total Liabilities | 3,677,340 | 3,321,441 |
Stockholders' Equity | ' | ' |
Common stock, $.001 par value; authorized 150,000,000 shares; issued and outstanding March 29, 2014 104,559,101 and December 28, 2013 104,524,738 shares | 104,559 | 104,525 |
Additional paid-in capital | 40,674,072 | 39,697,063 |
Accumulated deficit | -35,984,153 | -34,136,137 |
Total stockholders' equity | 4,794,478 | 5,665,451 |
Total liabilities and stockholders' equity | $8,471,818 | $8,986,892 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parenthetical) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Trade receivables, less allowance for doubtful accounts and returns | $16,000 | $9,000 |
Common Stock, Par Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares, Issued | 104,559,101 | 104,524,738 |
Common Stock, Shares, Outstanding | 104,559,101 | 104,524,738 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Income Statement [Abstract] | ' | ' |
Sales, net | $3,074,138 | $2,334,566 |
Cost of sales | 2,089,130 | 1,661,726 |
Gross profit | 985,008 | 672,840 |
Operating expenses: | ' | ' |
Sales and marketing | 464,567 | 729,424 |
General and administrative | 2,337,663 | 1,359,901 |
Loss from investment in affiliate | 21,543 | ' |
Operating expenses | 2,823,773 | 2,089,325 |
Operating loss | -1,838,765 | -1,416,485 |
Nonoperating income (expense): | ' | ' |
Interest income | 640 | 204 |
Interest expense | -9,891 | -7,791 |
Nonoperating expenses | -9,251 | -7,587 |
Net loss | ($1,848,016) | ($1,424,072) |
Basic and Diluted loss per common share | ($0.02) | ($0.02) |
Basic and Diluted weighted average common shares outstanding | 106,076,361 | 94,626,120 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) (USD $) | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning Balance, Amount at Dec. 28, 2013 | $104,525 | $39,697,063 | ($34,136,137) | $5,665,451 |
Beginning Balance, Shares at Dec. 28, 2013 | 104,524,738 | ' | ' | ' |
Exercise of stock options, Shares | 34,343 | ' | ' | ' |
Exercise of stock options, Amount | 34 | 27,066 | ' | 27,100 |
Share-based compensation | ' | 949,943 | ' | 949,943 |
Net loss | ' | ' | -1,848,016 | -1,848,016 |
Ending Balance, Amount at Mar. 29, 2014 | $104,559 | $40,674,072 | ($35,984,153) | $4,794,478 |
Ending Balance, Shares at Mar. 29, 2014 | 104,559,101 | ' | ' | ' |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Cash Flows From Operating Activities | ' | ' |
Net loss | ($1,848,016) | ($1,424,072) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation of leasehold improvements and equipment | 50,919 | 79,184 |
Amortization of intangibles | 7,633 | 4,964 |
Share-based compensation expense | 999,661 | 351,590 |
Gain on sale of equipment | -103 | ' |
Loss from investment in affiliate | 21,543 | ' |
Changes in operating assets and liabilities: | ' | ' |
Trade receivables | -828,648 | 971,153 |
Other receivable | 215,000 | ' |
Inventories | -288,652 | 164,322 |
Prepaid expenses and other assets | -123,367 | -86,181 |
Accounts payable | 481,159 | -683,152 |
Accrued expenses | 74,894 | -72,190 |
Customer deposits and other | -157,020 | 4,201 |
Deferred rent | -9,788 | -15,621 |
Net cash used in operating activities | -1,404,785 | -705,802 |
Cash Flows From Investing Activities | ' | ' |
Purchases of leasehold improvements and equipment | -14,623 | -7,428 |
Purchase of intangible assets | -5,000 | -40,000 |
Proceeds from sale of assets | ' | 500,000 |
Proceeds from sale of equipment | 1,356 | ' |
Proceeds from investment in affiliate | 1,092,500 | ' |
Net cash provided by investing activities | 1,074,233 | 452,572 |
Cash Flows From Financing Activities | ' | ' |
Proceeds from exercise of stock options | 27,100 | 6,769 |
Proceeds from exercise of warrants | ' | 716,999 |
Principal payments on capital leases | -33,346 | -23,962 |
Net cash provided by (used in) financing activities | -6,246 | 699,806 |
Net (decrease) increase in cash | -336,798 | 446,576 |
Cash Beginning of Period | 2,261,336 | 520,000 |
Cash Ending of Period | 1,924,538 | 966,576 |
Supplemental Disclosures of Cash Flow Information | ' | ' |
Cash payments for interest | 9,891 | 7,791 |
Supplemental Schedule of Noncash Investing Activity | ' | ' |
Capital lease obligation incurred for the purchase of equipment | ' | 116,122 |
Supplemental Schedule of Noncash Share-based Compensation | ' | ' |
Stock awards issued for services rendered in prior period | ' | 14,560 |
Changes in stock and warrant awards issued for future services | 49,718 | 182,502 |
Supplemental Schedule of Noncash Activities Related to Sale of BlueScience Consumer Product Line | ' | ' |
Assets transferred | ' | 3,526,677 |
Liabilities transferred | ' | 368,873 |
Carrying value of long-term investment in affiliate, net of $500,000 cash proceeds and $500,000 receivable | ' | $2,157,804 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Parenthetical) (USD $) | 3 Months Ended |
Mar. 29, 2014 | |
Statement of Cash Flows [Abstract] | ' |
Cash proceeds | $500,000 |
Receivables | $500,000 |
Interim_Financial_Statements
Interim Financial Statements | 3 Months Ended |
Mar. 29, 2014 | |
Interim Financial Statements | ' |
Note 1. Interim Financial Statements | ' |
The accompanying financial statements of ChromaDex Corporation (the “Company”) and its wholly owned subsidiaries, ChromaDex, Inc., ChromaDex Analytics, Inc. and Spherix Consulting, Inc. include all adjustments, consisting of normal recurring adjustments and accruals, that, in the opinion of the management of the Company, are necessary for a fair presentation of the Company’s financial position as of March 29, 2014 and results of operations and cash flows for the three months ended March 29, 2014 and March 30, 2013. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 28, 2013 appearing in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 27, 2014. Operating results for the three months ended March 29, 2014 are not necessarily indicative of the results to be achieved for the full year ending on January 3, 2015. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. | |
The balance sheet at December 28, 2013 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. | |
Nature_of_Business_and_Liquidi
Nature of Business and Liquidity | 3 Months Ended |
Mar. 29, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Note 2. Nature of Business and Liquidity | ' |
Nature of business: The Company is a natural products company that discovers, acquires, develops and commercializes proprietary-based ingredient technologies through its business model that utilizes its wholly owned business units, including ingredient technologies, catalog of natural product fine chemicals, chemistry and analytical testing services, and product regulatory and safety consulting services. The Company provides science-based solutions to the nutritional supplement, food and beverage, animal health, cosmetic and pharmaceutical industries. The Company acquired Spherix Consulting, Inc. on December 3, 2012, which provides scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage potential health and regulatory risks. | |
Liquidity: The Company has incurred a loss from operations of approximately $1,839,000 and a net loss of approximately $1,848,000 for the three-month period ended March 29, 2014. As of March 29, 2014, cash totaled approximately $1,925,000. By curtailing certain expenditures, management believes it will be able to support operations of the Company with its current cash and cash from operations through March, 2015. If the Company determines that it shall require additional financing to further enable it to achieve its long-term strategic objectives, there can be no assurance that such financing will be available on terms favorable to it or at all. If adequate financing is not available, the Company will further delay, postpone or terminate product and service expansion and curtail certain selling, general and administrative expenses. The inability to raise additional financing may have a material adverse effect on the future performance of the Company. | |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Note 3. Significant Accounting Policies | ' | ||||||||
Basis of presentation: The financial statements and accompanying notes have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements. The Company's fiscal year ends on the Saturday closest to December 31, and the Company’s normal fiscal quarters end on the Saturday 13 weeks after the last fiscal year end or fiscal quarter end. Every fifth or sixth fiscal year, the inclusion of an extra week occurs due to the Company’s floating year-end date. The fiscal year 2014 will include 53 weeks instead of the normal 52 weeks, and will end on January 3, 2015. | |||||||||
Changes in accounting estimate: During the three-month period ended March 29, 2014, the Company evaluated assumptions for estimating the fair value of the Company’s stock options. The Company uses the Black-Scholes based option valuation model, which requires assumptions on (i) volatility, (ii) expected dividends, (iii) expected term and (iv) risk-free rate. While evaluating the assumptions on volatility, the Company determined that the historical volatility the Company’s common stock needs to be considered when estimating the expected volatility. Previously, the Company calculated expected volatility based on publicly held companies in similar industries and did not consider the historical volatility of the Company’s common stock, as the historical measurement period that was available to compute the volatility rate of the Company’s common stock was shorter than the expected life of the options. | |||||||||
For the stock options granted during the three-month period ended March 29, 2014, the Company calculated expected volatility rate based on the combined volatility of publicly held companies in similar industries and the historical volatility of the Company’s common stock. A 20% weight was assigned to the volatility of the Company’s common stock as the historical volatility of the Company’s common stock covers only the period since June 2008 in a thinly traded market. The weighted average expected volatility for the stock options granted during the three-month period ended March 29, 2014 using this revised calculation method was approximately 70%. The weighted average expected volatility would have been approximately 31%, if we calculated based on only publicly held companies in similar industries. | |||||||||
Inventories: Inventories are comprised of raw materials, work-in-process and finished goods. They are stated at the lower of cost, determined by the first-in, first-out method (FIFO) method, or market. Labor and overhead has been added to inventory that was manufactured or characterized by the Company. The amounts of major classes of inventory as of March 29, 2014 and December 28, 2013 are as follows: | |||||||||
29-Mar-14 | 28-Dec-13 | ||||||||
Reference standards | $ | 1,772,865 | $ | 1,769,160 | |||||
Bulk ingredients | 980,912 | 694,965 | |||||||
2,753,777 | 2,464,125 | ||||||||
Less valuation allowance | 261,000 | 260,000 | |||||||
$ | 2,492,777 | $ | 2,204,125 | ||||||
Earnings per share: Potentially dilutive common shares consist of the incremental common shares issuable upon the exercise of common stock options for the three-month period ending in March 29, 2014 and common stock options and warrants for the three-month period ending in March 30, 2013. For all periods presented, the basic and diluted shares reported are equal because the common share equivalents are anti-dilutive. Below is a tabulation of the potentially dilutive securities that were “in the money” for the three-month periods ended March 29, 2014 and March 30, 2013. | |||||||||
Three Months Ended | |||||||||
29-Mar-14 | 30-Mar-13 | ||||||||
Basic weighted average common shares outstanding | 106,076,361 | 94,626,120 | |||||||
Warrants and options in the money, net | 4,855,625 | 3,298,337 | |||||||
Weighted average common shares outstanding assuming dilution | 110,931,986 | 97,924,457 | |||||||
Total warrants and options that were not “in the money” at March 29, 2014 and March 30, 2013 were approximately 65,000 and 12,338,000, respectively. |
Investment_in_Affiliate
Investment in Affiliate | 3 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Investment In Affiliate | ' | ||||||||
Note 4. Investment in Affiliate | ' | ||||||||
During the year ended December 28, 2013, the Company entered into an asset purchase and sale agreement with NeutriSci International Inc. (“NeutriSci”) and consummated the sale of BluScience consumer product line to NeutriSci. The Company is using the cost recovery method to account the sale transaction, which was estimated at approximately $3,157,804. The consideration received consisted of following: (a) a $1,000,000 cash payment; (b) a $2,500,000 senior convertible secured note (convertible into 625,000 shares Series I Preferred Stock); and (c) 669,708 shares of Series I Preferred Shares that are convertible into 2,678,832 Class “A” common shares of NeutriSci, representing an aggregate of 19% of the NeutriSci shares at the date of the transaction. | |||||||||
The Company has previously applied the equity method of accounting due to a significant influence that it had obtained from the financial instruments noted above, and the carrying value, which includes the Senior Note, was reflected as long-term investment in affiliate in the Company’s consolidated balance sheet at the date of transaction. The initial carrying value of this investment recognized at the date of transaction was $2,157,804, which is the Company’s unrecovered cost or the difference between the net assets transferred to NeutriSci and the initial monetary consideration received. The 669,708 shares of Series I Preferred Shares and the senior convertible secured note were accounted for as one long-term investment in NeutriSci. Under the cost recovery method, no gain on the sale will be recognized until the Company’s cost basis in the net assets transferred has been recovered. | |||||||||
Sale of Senior Secured Convertible Note | |||||||||
On December 30, 2013, the Company assigned the Senior Note to an unrelated third party for $1,250,000. $2,275,000 remained outstanding on the Senior Note at the date of the assignment. The Company also paid legal fee of $7,500 out of the proceeds of the purchase price. The Company also agreed to transfer to the third party a number of shares of preferred stock of NeutriSci having a value of $500,000 upon the earlier of (a) December 31, 2014; or (b) the consummation by NeutriSci of any action resulting in the shares of its common stock being listed on an exchange. There is no recourse provision to the Company associated with the assignment of the note. In connection with the assignment of the note, the Company paid Palladium Capital Advisors, LLC (“Palladium”), a placement agent, a cash fee of $150,000 and agreed to transfer to Palladium a number of shares of preferred stock of NeutriSci having a value of $50,000 upon the consummation by NeutriSci of any action resulting in the shares of its common stock being listed on an exchange. The net proceeds received from the assignment of the Senior Note have been charged against the carrying value of the long-term investment in affiliate. As of March 29, 2014, the Company has not transferred preferred stock of NeutriSci to either the unrelated party or Palladium. | |||||||||
Subsequent to the consummation of the sale of BluScience consumer product line, NeutriSci has issued additional 950 shares of Series I Preferred Shares pursuant to anti-dilution provision. As of March 29, 2014, the Company holds a total of 670,658 shares of Series I Preferred Shares. | |||||||||
Loss of Significant Influence | |||||||||
As a result of the assignment of the Senior Note described above, the Company no longer has a significant influence on NeutriSci as of December 30, 2013. As a result, the Company has discontinued applying equity method of accounting and has applied cost method of accounting from December 30, 2013. The adjusted carrying amount as of December 30, 2013 became the new cost figure for the investment and no retrospective adjustments to the financial statements have been made. | |||||||||
The Company had elected to record equity method adjustments in losses on the investment in NeutriSci, with a three-month lag, as the financial information of NeutriSci was not available in a timely matter. The equity method adjustment for the previously unaccounted NeutriSci’s operations from October 1, 2013 to December 31, 2013 is recorded during the three-month period ended March 29, 2014, and is incorporated into the adjusted carrying amount of the investment. | |||||||||
Sales, gross profit, net loss of NeutriSci for the three months ended December 31, 2013 and the changes in carrying value and the Company ownership percentage through December 30, 2013 are summarized as follows: | |||||||||
31-Dec-13 | |||||||||
Sales | $ | 60,575 | |||||||
Gross profit | 33,619 | ||||||||
Net loss | $ | (435,208 | ) | ||||||
Changes in Carrying Value and Ownership Percentage for ChromaDex Corporation | |||||||||
Carrying Value | Ownership | ||||||||
Percentage | |||||||||
At December 28, 2013 | $ | 1,887,844 | 4.9 | % | |||||
Company's share of NeutriSci's loss | |||||||||
for the three-month period ended December 31, 2013; | |||||||||
previously not recognized due to a three-month lag | (21,543 | ) | - | ||||||
Proceeds from assignment of the Senior Note | (1,092,500 | ) | - | ||||||
At December 30, 2013 | $ | 773,801 | 4.9 | % | |||||
Valuation assessment of Investment | |||||||||
As of March 29, 2014, the Company has determined that there is no other-than-temporary impairment of the carrying amounts of its investment in NeutriSci. The Company will continue to monitor NeutriSci’s performance and evaluate if there are any such events or indicators to consider. |
ShareBased_Compensation
Share-Based Compensation | 3 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Share-Based Compensation | ' | ||||||||||||||||
Note 5. Share-Based Compensation | ' | ||||||||||||||||
5A. Employee Share-Based Compensation | |||||||||||||||||
Stock Option Plans | |||||||||||||||||
The fair value of the Company’s stock options was estimated at the date of grant using the Black-Scholes based option valuation model. The table below outlines the weighted average assumptions for options granted to employees during the three months ended March 29, 2014. | |||||||||||||||||
Three Months Ended March 29, 2014 | |||||||||||||||||
Expected volatility | 69.64% | ||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||
Expected term | 5.6 years | ||||||||||||||||
Risk-free rate | 1.75% | ||||||||||||||||
The weighted average fair value of options granted during the three months ended March 29, 2014 was $1.10. | |||||||||||||||||
Service Period Based Stock Options | |||||||||||||||||
The majority of options granted by the Company are comprised of service based options granted to employees. These options vest ratably over a defined period following grant date after a passage of a service period. | |||||||||||||||||
The following table summarizes service period based stock options activity at March 29, 2014 and changes during the three months then ended: | |||||||||||||||||
Weighted Average | |||||||||||||||||
Remaining | Aggregate | ||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | ||||||||||||||
Shares | Price | Term | Value | ||||||||||||||
Outstanding at December 28, 2013 | 12,113,655 | $ | 1.06 | ||||||||||||||
Options Granted | 485,000 | 1.76 | |||||||||||||||
Options Classification from Employee to Non-Employee | (113,151 | ) | 0.76 | ||||||||||||||
Options Exercised | (34,363 | ) | 0.79 | ||||||||||||||
Options Expired | (253,900 | ) | 1 | ||||||||||||||
Options Forfeited | (31,037 | ) | 0.96 | ||||||||||||||
Outstanding at March 29, 2014 | 12,166,204 | $ | 1.1 | 7.43 | $ | 9,163,000 | |||||||||||
Exercisable at March 29, 2014 | 8,382,357 | $ | 1.14 | 6.84 | $ | 5,977,000 | |||||||||||
The aggregate intrinsic values in the table above are before income taxes, based on the Company’s closing stock price of $1.85 on the last day of business for the period ended March 29, 2014. | |||||||||||||||||
As of March 29, 2014, there was approximately $1,545,000 of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans for employee stock options. That cost is expected to be recognized over a weighted average period of 1.93 years as of March 29, 2014. | |||||||||||||||||
Restricted Stock | |||||||||||||||||
Restricted stock awards granted by the Company to employees have vesting conditions that are unique to each award. | |||||||||||||||||
The following table summarizes activity of restricted stock awards granted to employees at March 29, 2014 and changes during the three months then ended: | |||||||||||||||||
Weighted Average | |||||||||||||||||
Award-Date | |||||||||||||||||
Shares | Fair Value | ||||||||||||||||
Unvested shares at December 28, 2013 | 500,000 | $ | 0.69 | ||||||||||||||
Granted | 1,090,000 | 1.41 | |||||||||||||||
Vested | - | - | |||||||||||||||
Forfeited | - | - | |||||||||||||||
Unvested shares at March 29, 2014 | 1,590,000 | $ | 1.18 | ||||||||||||||
Expected to Vest as of March 29, 2014 | 1,590,000 | $ | 1.18 | ||||||||||||||
On January 2, 2014, the Company awarded an aggregate of 1,090,000 shares of restricted stock to the Company’s officers and members of the board of directors. These shares shall vest upon the earlier to occur of the following: (i) the market price of the Company’s stock exceeds a certain price, or (ii) one of other certain triggering events, including the termination of the officers and members of the board of directors without cause for any reason. The fair values of these restricted stock awards were estimated at the date of award using the Company’s stock price as the service condition prevailed over the market condition. The expense related the restricted stock award will be amortized over the period of 6 months through July 1, 2014, as the requisite service period is 6 months and the earliest date the shares are eligible to vest is July 1, 2014. The market condition after July 1, 2014 is non-substantive. | |||||||||||||||||
As of March 29, 2014, there was approximately $798,000 of total unrecognized expense related to restricted stock awards granted. That cost is expected to be recognized by July 1, 2014. | |||||||||||||||||
For employee share-based compensation, the Company recognized share-based compensation expense of approximately $950,000 and $287,000 in general and administrative expenses in the statement of operations for the three months ended March 29, 2014 and March 30, 2013. | |||||||||||||||||
5B. Non-Employee Share-Based Compensation | |||||||||||||||||
Stock Option Plans | |||||||||||||||||
The following table summarizes activity of stock options granted to non-employees at March 29, 2014 and changes during the three months then ended: | |||||||||||||||||
Weighted Average | |||||||||||||||||
Remaining | Aggregate | ||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | ||||||||||||||
Shares | Price | Term | Value | ||||||||||||||
Outstanding at December 28, 2013 | 847,300 | $ | 1.44 | ||||||||||||||
Options Granted | - | - | |||||||||||||||
Options Classification from Employee to Non-Employee | 113,151 | 0.76 | |||||||||||||||
Options Exercised | - | - | |||||||||||||||
Options Forfeited | - | - | |||||||||||||||
Outstanding at March 29, 2014 | 960,451 | $ | 1.36 | 5.83 | $ | 466,441 | |||||||||||
Exercisable at March 29, 2014 | 960,451 | $ | 1.36 | 5.83 | $ | 466,441 | |||||||||||
The aggregate intrinsic values in the table above are before income taxes, based on the Company’s closing stock price of $1.85 on the last day of business for the period ended March 29, 2014. | |||||||||||||||||
For non-employee share-based compensation, the Company recognized share-based compensation expense of approximately $50,000 and $65,000 in general and administrative expenses in the statement of operations for the three months ended March 29, 2014 and March 30, 2013. |
Business_Segmentation_and_Geog
Business Segmentation and Geographical Distribution | 3 Months Ended | ||||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||||
Business Segmentation And Geographical Distribution | ' | ||||||||||||||||||||
Note 6. Business Segmentation | ' | ||||||||||||||||||||
Since the year ended December 28, 2013, the Company has generated significant revenue from its ingredients operations and has made operational changes, including changes in the organizational structure to support the ingredients operations. As a result, on December 29, 2013, the Company began segregating its financial results for ingredients operations, and has following three reportable segments. | |||||||||||||||||||||
· | Core standards, and contract services segment includes supply of phytochemical reference standards, which are small quantities of plant-based compounds typically used to research an array of potential attributes, reference materials, and related contract services. | ||||||||||||||||||||
· | Ingredients segment develops and commercializes proprietary-based ingredient technologies and supplies these ingredients to the manufacturers of consumer products in various industries including the nutritional supplement, food and beverage and animal health industries. | ||||||||||||||||||||
· | Scientific and regulatory consulting segment which consist of providing scientific and regulatory consulting to the clients in the food, supplement and pharmaceutical industries to manage potential health and regulatory risks. | ||||||||||||||||||||
The “Other” classification includes corporate items not allocated by the Company to each reportable segment. Further, there are no intersegment sales that require elimination. The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment. | |||||||||||||||||||||
Core Standards and | Scientific and | ||||||||||||||||||||
Three months ended | Contract Services | Ingredients | Regulatory | ||||||||||||||||||
29-Mar-14 | segment | segment | Consulting segment | Other | Total | ||||||||||||||||
Net sales | $ | 1,735,883 | $ | 1,136,309 | $ | 201,946 | $ | - | $ | 3,074,138 | |||||||||||
Cost of sales | 1,193,635 | 718,177 | 177,318 | - | 2,089,130 | ||||||||||||||||
Gross profit | 542,248 | 418,132 | 24,628 | - | 985,008 | ||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Sales and marketing | 212,775 | 239,960 | 11,832 | - | 464,567 | ||||||||||||||||
General and administrative | - | - | - | 2,337,663 | 2,337,663 | ||||||||||||||||
Loss from investment in affiliate | - | - | - | 21,543 | 21,543 | ||||||||||||||||
Operating expenses | 212,775 | 239,960 | 11,832 | 2,359,206 | 2,823,773 | ||||||||||||||||
Operating income (loss) | $ | 329,473 | $ | 178,172 | $ | 12,796 | $ | (2,359,206 | ) | $ | (1,838,765 | ) | |||||||||
Core Standards | Scientific and | ||||||||||||||||||||
Three months ended | and Contract Services | Ingredients | Regulatory Consulting | ||||||||||||||||||
30-Mar-13 | segment | segment | segment | Other | Total | ||||||||||||||||
Net sales | $ | 1,573,561 | $ | 577,953 | $ | 243,338 | $ | (60,285 | ) | $ | 2,334,566 | ||||||||||
Cost of sales | 1,151,540 | 362,443 | 146,788 | 955 | 1,661,726 | ||||||||||||||||
Gross profit (loss) | 422,020 | 215,510 | 96,550 | (61,240 | ) | 672,840 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Sales and marketing | 384,943 | 211,834 | 1,488 | 131,159 | 729,424 | ||||||||||||||||
General and administrative | - | - | - | 1,359,901 | 1,359,901 | ||||||||||||||||
Operating expenses | 384,943 | 211,834 | 1,488 | 1,491,060 | 2,089,325 | ||||||||||||||||
Operating income (loss) | $ | 37,077 | $ | 3,676 | $ | 95,062 | $ | (1,552,300 | ) | $ | (1,416,485 | ) | |||||||||
Core Standards and | Scientific and | ||||||||||||||||||||
Contract Services | Ingredients | Regulatory | |||||||||||||||||||
At March 29, 2014 | segment | segment | Consulting segment | Other | Total | ||||||||||||||||
Total assets | $ | 2,934,128 | $ | 2,253,549 | $ | 147,448 | $ | 3,136,693 | $ | 8,471,818 | |||||||||||
Core Standards and | Scientific and | ||||||||||||||||||||
Contract Services | Ingredients | Regulatory | |||||||||||||||||||
At December 28, 2013 | segment | segment | Consulting segment | Other | Total | ||||||||||||||||
Total assets | $ | 2,952,270 | $ | 1,083,856 | $ | 139,765 | $ | 4,811,001 | $ | 8,986,892 | |||||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 29, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Note 7. Commitments and Contingencies | ' |
Capitalized Lease Obligation | |
The Company has entered into a financing transaction to purchase laboratory equipment subsequent to March 29, 2014. Under the lease terms, the Company will make monthly future lease payments, including interest, of approximately $5,000 for 60 months, for a total payment of approximately $271,000. The Company will record a capital lease of approximately $223,000. The equipment will be utilized in our core standards and contract services segment. | |
Employment Agreement with Troy Rhonemus | |
On March 6, 2014, the Company entered into an Employment Agreement (the “Rhonemus Agreement”) with Mr. Troy Rhonemus pursuant to which Mr. Rhonemus was appointed to serve as the Chief Operating Officer of the Company. Upon termination, Mr. Rhonemus will receive severance payments per the terms of the Rhonemus Agreement. The key terms of the Rhonemus Agreement, including the severance terms are as follows: | |
The Rhonemus Agreement has a one year term beginning on the date of the agreement that automatically renews unless the Rhonemus Agreement is terminated in accordance with its terms. The Rhonemus Agreement provides for a base salary of $180,000, and provides for an annual cash bonus (based on performance targets) of up to 30% of his base salary (30% of this salary being the “Maximum Annual Bonus”), and provides for option grants of 250,000 shares of Common Stock. The option grants were awarded on February 21, 2014. | |
The severance terms of the Rhonemus Agreement provide that in the event Mr. Rhonemus’ employment with us is terminated voluntarily by Mr. Rhonemus, he will be entitled to any accrued but unpaid base salary and any accrued but unpaid welfare and retirement benefits up to the termination date. In addition, if Mr. Rhonemus leaves the Company for “Good Reason” (as defined in the Rhonemus Agreement), he will also be entitled to severance equal to two weeks of base salary for each full year of service to a maximum of eight weeks of the base salary. | |
In the event that Mr. Rhonemus is terminated by the Company for “Cause” (as defined in the Rhonemus Agreement), he will only be entitled to his accrued but unpaid base salary, and any accrued but unpaid welfare and retirement benefits. | |
In the event that Mr. Rhonemus is terminated due to a “Cessation of Business” (as defined in the Rhonemus Agreement), Mr. Rhonemus will be entitled to a lump sum payment of (i) base salary until the last to occur of (A) the expiration of the remaining portion of the initial term or the then applicable renewal term, as the case may be, or (B) the expiration of the 12-month period commencing on the date Employee is terminated, and (ii) the Maximum Annual Bonus. | |
In the event the Company terminates Mr. Rhonemus’ employment “without Cause,” Mr. Rhonemus will be entitled to severance equal to two weeks of base salary for each full year of service to a maximum of eight weeks of the base salary, or, if Mr. Rhonemus enters into a standard separation agreement, Mr. Rhonemus will receive continuation of base salary and health benefits, together with applicable fringe benefits as provided until the expiration of the term or renewal term then in effect, however, that in the case of medical and dental insurance, until the expiration of 12 months from the date of termination. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policy) | 3 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Basis of presentation | ' | ||||||||
Basis of presentation: The financial statements and accompanying notes have been prepared on a consolidated basis and reflect the consolidated financial position of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated from these financial statements. The Company's fiscal year ends on the Saturday closest to December 31, and the Company’s normal fiscal quarters end on the Saturday 13 weeks after the last fiscal year end or fiscal quarter end. Every fifth or sixth fiscal year, the inclusion of an extra week occurs due to the Company’s floating year-end date. The fiscal year 2014 will include 53 weeks instead of the normal 52 weeks, and will end on January 3, 2015. | |||||||||
Changes in accounting estimate | ' | ||||||||
Changes in accounting estimate: During the three-month period ended March 29, 2014, the Company evaluated assumptions for estimating the fair value of the Company’s stock options. The Company uses the Black-Scholes based option valuation model, which requires assumptions on (i) volatility, (ii) expected dividends, (iii) expected term and (iv) risk-free rate. While evaluating the assumptions on volatility, the Company determined that the historical volatility the Company’s common stock needs to be considered when estimating the expected volatility. Previously, the Company calculated expected volatility based on publicly held companies in similar industries and did not consider the historical volatility of the Company’s common stock, as the historical measurement period that was available to compute the volatility rate of the Company’s common stock was shorter than the expected life of the options. | |||||||||
For the stock options granted during the three-month period ended March 29, 2014, the Company calculated expected volatility rate based on the combined volatility of publicly held companies in similar industries and the historical volatility of the Company’s common stock. A 20% weight was assigned to the volatility of the Company’s common stock as the historical volatility of the Company’s common stock covers only the period since June 2008 in a thinly traded market. The weighted average expected volatility for the stock options granted during the three-month period ended March 29, 2014 using this revised calculation method was approximately 70%. The weighted average expected volatility would have been approximately 31%, if we calculated based on only publicly held companies in similar industries. | |||||||||
Inventories | ' | ||||||||
Inventories: Inventories are comprised of raw materials, work-in-process and finished goods. They are stated at the lower of cost, determined by the first-in, first-out method (FIFO) method, or market. Labor and overhead has been added to inventory that was manufactured or characterized by the Company. The amounts of major classes of inventory as of March 29, 2014 and December 28, 2013 are as follows: | |||||||||
29-Mar-14 | 28-Dec-13 | ||||||||
Reference standards | $ | 1,772,865 | $ | 1,769,160 | |||||
Bulk ingredients | 980,912 | 694,965 | |||||||
2,753,777 | 2,464,125 | ||||||||
Less valuation allowance | 261,000 | 260,000 | |||||||
$ | 2,492,777 | $ | 2,204,125 | ||||||
Earnings per share | ' | ||||||||
Earnings per share: Potentially dilutive common shares consist of the incremental common shares issuable upon the exercise of common stock options for the three-month period ending in March 29, 2014 and common stock options and warrants for the three-month period ending in March 30, 2013. For all periods presented, the basic and diluted shares reported are equal because the common share equivalents are anti-dilutive. Below is a tabulation of the potentially dilutive securities that were “in the money” for the three-month periods ended March 29, 2014 and March 30, 2013. | |||||||||
Three Months Ended | |||||||||
29-Mar-14 | 30-Mar-13 | ||||||||
Basic weighted average common shares outstanding | 106,076,361 | 94,626,120 | |||||||
Warrants and options in the money, net | 4,855,625 | 3,298,337 | |||||||
Weighted average common shares outstanding assuming dilution | 110,931,986 | 97,924,457 | |||||||
Total warrants and options that were not “in the money” at March 29, 2014 and March 30, 2013 were approximately 65,000 and 12,338,000, respectively. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 3 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
29-Mar-14 | 28-Dec-13 | ||||||||
Reference standards | $ | 1,772,865 | $ | 1,769,160 | |||||
Bulk ingredients | 980,912 | 694,965 | |||||||
2,753,777 | 2,464,125 | ||||||||
Less valuation allowance | 261,000 | 260,000 | |||||||
$ | 2,492,777 | $ | 2,204,125 | ||||||
Earnings per share | ' | ||||||||
Three Months Ended | |||||||||
29-Mar-14 | 30-Mar-13 | ||||||||
Basic weighted average common shares outstanding | 106,076,361 | 94,626,120 | |||||||
Warrants and options in the money, net | 4,855,625 | 3,298,337 | |||||||
Weighted average common shares outstanding assuming dilution | 110,931,986 | 97,924,457 | |||||||
Investment_in_Affiliate_Tables
Investment in Affiliate (Tables) | 3 Months Ended | ||||||||
Mar. 29, 2014 | |||||||||
Investment In Affiliate Tables | ' | ||||||||
Carrying value determination | ' | ||||||||
31-Dec-13 | |||||||||
Sales | $ | 60,575 | |||||||
Gross profit | 33,619 | ||||||||
Net loss | $ | (435,208 | ) | ||||||
Change in Carrying Value and Ownership | ' | ||||||||
Changes in Carrying Value and Ownership Percentage for ChromaDex Corporation | |||||||||
Carrying Value | Ownership | ||||||||
Percentage | |||||||||
At December 28, 2013 | $ | 1,887,844 | 4.9 | % | |||||
Company's share of NeutriSci's loss | |||||||||
for the three-month period ended December 31, 2013; | |||||||||
previously not recognized due to a three-month lag | (21,543 | ) | - | ||||||
Proceeds from assignment of the Senior Note | (1,092,500 | ) | - | ||||||
At December 30, 2013 | $ | 773,801 | 4.9 | % |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 3 Months Ended | ||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||
Share-Based Compensation Tables | ' | ||||||||||||||||
Weighted average assumptions of stock options granted | ' | ||||||||||||||||
Three Months Ended March 29, 2014 | |||||||||||||||||
Expected volatility | 69.64% | ||||||||||||||||
Expected dividends | 0.00% | ||||||||||||||||
Expected term | 5.6 years | ||||||||||||||||
Risk-free rate | 1.75% | ||||||||||||||||
Service Period Based Stock Options | ' | ||||||||||||||||
Weighted Average | |||||||||||||||||
Remaining | Aggregate | ||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | ||||||||||||||
Shares | Price | Term | Value | ||||||||||||||
Outstanding at December 28, 2013 | 12,113,655 | $ | 1.06 | ||||||||||||||
Options Granted | 485,000 | 1.76 | |||||||||||||||
Options Classification from Employee to Non-Employee | (113,151 | ) | 0.76 | ||||||||||||||
Options Exercised | (34,363 | ) | 0.79 | ||||||||||||||
Options Expired | (253,900 | ) | 1 | ||||||||||||||
Options Forfeited | (31,037 | ) | 0.96 | ||||||||||||||
Outstanding at March 29, 2014 | 12,166,204 | $ | 1.1 | 7.43 | $ | 9,163,000 | |||||||||||
Exercisable at March 29, 2014 | 8,382,357 | $ | 1.14 | 6.84 | $ | 5,977,000 | |||||||||||
Restricted stock awards granted to employees | ' | ||||||||||||||||
Weighted Average | |||||||||||||||||
Award-Date | |||||||||||||||||
Shares | Fair Value | ||||||||||||||||
Unvested shares at December 28, 2013 | 500,000 | $ | 0.69 | ||||||||||||||
Granted | 1,090,000 | 1.41 | |||||||||||||||
Vested | - | - | |||||||||||||||
Forfeited | - | - | |||||||||||||||
Unvested shares at March 29, 2014 | 1,590,000 | $ | 1.18 | ||||||||||||||
Expected to Vest as of March 29, 2014 | 1,590,000 | $ | 1.18 | ||||||||||||||
Non-Employee stock options | ' | ||||||||||||||||
Weighted Average | |||||||||||||||||
Remaining | Aggregate | ||||||||||||||||
Number of | Exercise | Contractual | Intrinsic | ||||||||||||||
Shares | Price | Term | Value | ||||||||||||||
Outstanding at December 28, 2013 | 847,300 | $ | 1.44 | ||||||||||||||
Options Granted | - | - | |||||||||||||||
Options Classification from Employee to Non-Employee | 113,151 | 0.76 | |||||||||||||||
Options Exercised | - | - | |||||||||||||||
Options Forfeited | - | - | |||||||||||||||
Outstanding at March 29, 2014 | 960,451 | $ | 1.36 | 5.83 | $ | 466,441 | |||||||||||
Exercisable at March 29, 2014 | 960,451 | $ | 1.36 | 5.83 | $ | 466,441 | |||||||||||
Business_Segmentation_Tables
Business Segmentation (Tables) | 3 Months Ended | ||||||||||||||||||||
Mar. 29, 2014 | |||||||||||||||||||||
Business Segmentation Tables | ' | ||||||||||||||||||||
Business Segmentation | ' | ||||||||||||||||||||
Core Standards and | Scientific and | ||||||||||||||||||||
Three months ended | Contract Services | Ingredients | Regulatory | ||||||||||||||||||
29-Mar-14 | segment | segment | Consulting segment | Other | Total | ||||||||||||||||
Net sales | $ | 1,735,883 | $ | 1,136,309 | $ | 201,946 | $ | - | $ | 3,074,138 | |||||||||||
Cost of sales | 1,193,635 | 718,177 | 177,318 | - | 2,089,130 | ||||||||||||||||
Gross profit | 542,248 | 418,132 | 24,628 | - | 985,008 | ||||||||||||||||
Operating expenses: | |||||||||||||||||||||
Sales and marketing | 212,775 | 239,960 | 11,832 | - | 464,567 | ||||||||||||||||
General and administrative | - | - | - | 2,337,663 | 2,337,663 | ||||||||||||||||
Loss from investment in affiliate | - | - | - | 21,543 | 21,543 | ||||||||||||||||
Operating expenses | 212,775 | 239,960 | 11,832 | 2,359,206 | 2,823,773 | ||||||||||||||||
Operating income (loss) | $ | 329,473 | $ | 178,172 | $ | 12,796 | $ | (2,359,206 | ) | $ | (1,838,765 | ) | |||||||||
Core Standards | Scientific and | ||||||||||||||||||||
Three months ended | and Contract Services | Ingredients | Regulatory Consulting | ||||||||||||||||||
30-Mar-13 | segment | segment | segment | Other | Total | ||||||||||||||||
Net sales | $ | 1,573,561 | $ | 577,953 | $ | 243,338 | $ | (60,285 | ) | $ | 2,334,566 | ||||||||||
Cost of sales | 1,151,540 | 362,443 | 146,788 | 955 | 1,661,726 | ||||||||||||||||
Gross profit (loss) | 422,020 | 215,510 | 96,550 | (61,240 | ) | 672,840 | |||||||||||||||
Operating expenses: | |||||||||||||||||||||
Sales and marketing | 384,943 | 211,834 | 1,488 | 131,159 | 729,424 | ||||||||||||||||
General and administrative | - | - | - | 1,359,901 | 1,359,901 | ||||||||||||||||
Operating expenses | 384,943 | 211,834 | 1,488 | 1,491,060 | 2,089,325 | ||||||||||||||||
Operating income (loss) | $ | 37,077 | $ | 3,676 | $ | 95,062 | $ | (1,552,300 | ) | $ | (1,416,485 | ) | |||||||||
Core Standards and | Scientific and | ||||||||||||||||||||
Contract Services | Ingredients | Regulatory | |||||||||||||||||||
At March 29, 2014 | segment | segment | Consulting segment | Other | Total | ||||||||||||||||
Total assets | $ | 2,934,128 | $ | 2,253,549 | $ | 147,448 | $ | 3,136,693 | $ | 8,471,818 | |||||||||||
Core Standards and | Scientific and | ||||||||||||||||||||
Contract Services | Ingredients | Regulatory | |||||||||||||||||||
At December 28, 2013 | segment | segment | Consulting segment | Other | Total | ||||||||||||||||
Total assets | $ | 2,952,270 | $ | 1,083,856 | $ | 139,765 | $ | 4,811,001 | $ | 8,986,892 | |||||||||||
Nature_of_Business_and_Liquidi1
Nature of Business and Liquidity (Details Narrative) (USD $) | 3 Months Ended | ||
Mar. 29, 2014 | Mar. 30, 2013 | Dec. 28, 2013 | |
Liquidity | ' | ' | ' |
Operating loss | ($1,838,765) | ($1,416,485) | ' |
Net loss | -1,848,016 | -1,424,072 | ' |
Cash and cash equivalents | $1,924,538 | $966,576 | $2,261,336 |
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
Inventories | ' | ' |
Reference standards | $1,772,865 | $1,769,160 |
Bulk ingredients | 980,912 | 694,965 |
Inventory-gross | 2,753,777 | 2,464,125 |
Less valuation allowance | 261,000 | 260,000 |
Inventory-net | $2,492,777 | $2,204,125 |
Significant_Accounting_Policie4
Significant Accounting Policies (Details 1) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Earnings per share | ' | ' |
Basic weighted average common shares outstanding | 106,076,361 | 94,626,120 |
Warrants and options in the money, net | 4,855,625 | 3,298,337 |
Weighted average common shares outstanding assuming dilution | 110,931,986 | 97,924,457 |
Significant_Accounting_Policie5
Significant Accounting Policies (Details Narrative) | Mar. 29, 2014 | Mar. 30, 2013 |
Accounting Policies [Abstract] | ' | ' |
Not in the money warrants and options | 65,000 | 12,338,000 |
Investment_in_Affiliate_Detail
Investment in Affiliate (Details 1) (USD $) | 3 Months Ended |
Dec. 31, 2013 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Sales | $60,575 |
Gross profit | 33,619 |
Net loss | ($435,208) |
Investment_in_Affiliate_Detail1
Investment in Affiliate (Details 2) (NeutriSci [Member], USD $) | 3 Months Ended | |||
Dec. 31, 2013 | Dec. 30, 2013 | Dec. 28, 2013 | Dec. 29, 2012 | |
NeutriSci [Member] | ' | ' | ' | ' |
Carrying value, equity investment | ' | $773,801 | $1,887,844 | $2,157,804 |
Company's share of NeutriSci's loss for the three-month period ended December 31, 2013; | -21,543 | ' | ' | ' |
Proceeds from assignment of the Senior Note | ($1,092,500) | ' | ' | ' |
Changes in Carrying Value and Ownership Percentage for ChromaDex Corporation | ' | ' | ' | ' |
Ownership percentage | ' | 4.90% | 4.90% | ' |
Investment_in_Affiliate_Detail2
Investment in Affiliate (Details Narrative) (USD $) | 3 Months Ended | 12 Months Ended | ||
Mar. 29, 2014 | Dec. 28, 2013 | Dec. 30, 2013 | Dec. 28, 2013 | |
NeutriSci [Member] | NeutriSci [Member] | NeutriSci [Member] | ||
Sale transaction value, cost recovery method | ' | $3,157,804 | ' | ' |
Secured note | ' | 2,500,000 | ' | ' |
Convertible shares | ' | 625,000 | ' | ' |
Series I preferres shares issued | ' | 669,708 | ' | ' |
Series I conversion into Class A Common Shares | ' | 2,678,832 | ' | ' |
Class A common percent of deemed shares | ' | 19.00% | ' | ' |
Carrying value, equity investment, beginning balance | ' | 2,157,804 | 773,801 | 1,887,844 |
Cash payment received | ' | 1,000,000 | ' | ' |
Series I shares held by the Company | 670,658 | ' | ' | ' |
Senior note to an unrelated party | 1,250,000 | ' | ' | ' |
Remaining outstanding on the Senior Note at the date of assignment | 2,275,000 | ' | ' | ' |
Legal fees | 7,500 | ' | ' | ' |
NeutriSci Preferred shares due to an unrelated party | 500,000 | ' | ' | ' |
Placement agent cash fee | 150,000 | ' | ' | ' |
NeutriSci Preferred shares due to Palladium | 50,000 | ' | ' | ' |
Net proceeds of note assignment | $1,092,500 | ' | ' | ' |
ShareBased_Compensation_Assump
Share-Based Compensation - Assumptions (Details) | 3 Months Ended |
Mar. 29, 2014 | |
Share-Based Compensation - Assumptions Details | ' |
Expected volatility | 69.64% |
Expected dividends | 0.00% |
Expected term | '5 years 6 months |
Risk-free rate | 1.75% |
ShareBased_Compensation_Servic
Share-Based Compensation - Service Based (Details 1) (USD $) | 3 Months Ended |
Mar. 29, 2014 | |
Number of Shares | ' |
Outstanding at Beginning of Period | 12,113,655 |
Options Granted | 485,000 |
Options Classification from Employee to Non-Employee | ($113,151) |
Options Exercised | -34,363 |
Options Expired | -253,900 |
Options Forfeited | -31,037 |
Outstanding at End of Period | 12,166,204 |
Exercisable at End of Period | 8,382,357 |
Weighted Average Exercise Price | ' |
Outstanding at Beginning of Period | $1.06 |
Options Granted | $1.76 |
Options Classification from Employee to Non-Employee | $0.76 |
Options Exercised | $0.79 |
Options Expired | $1 |
Options Forfeited | $0.96 |
Outstanding at End of Period | $1.10 |
Exercisable at End of Period | $1.14 |
Weighted Average Remaining Contractual Term | ' |
Outstanding at End of Period | '7 years 5 months 5 days |
Exercisable at End of Period | '6 years 10 months 2 days |
Aggregate Intrinsic Value | ' |
Outstanding at End of Period | 9,163,000 |
Exercisable at End of Period | $5,977,000 |
ShareBased_Compensation_Restri
Share-Based Compensation - Restricted Stock (Details 2) (USD $) | 3 Months Ended |
Mar. 29, 2014 | |
Summary of activity of restricted stock awards granted to employees- Shares | ' |
Unvested shares at Beginning of Period | 500,000 |
Granted | 1,090,000 |
Vested | ' |
Forfeited | ' |
Unvested shares at End of Period | 1,590,000 |
Expected to Vest as of End of Period | 1,590,000 |
Weighted Average Award-Date Fair Value | ' |
Unvested shares at Beginning of Period | $0.69 |
Granted | $1.41 |
Vested | ' |
Forfeited | ' |
Unvested shares at End of Period | $1.18 |
Expected to Vest as of End of Period | $1.18 |
ShareBased_Compensation_NonEmp
Share-Based Compensation - NonEmployee (Details 3) (USD $) | 3 Months Ended |
Mar. 29, 2014 | |
Non-Employee Share-Based Compensation- Options | ' |
Outstanding at Beginning of Period | 847,300 |
Options Granted | ' |
Options Classification from Employee to Non-Employee | 113,151 |
Options Exercised | ' |
Options Forfeited | ' |
Outstanding at End of Period | 960,451 |
Exercisable at End of Period | 960,451 |
Weighted Average Exercise Price | ' |
Outstanding at Beginning of Period | $1.44 |
Options Granted | ' |
Options Classification from Employee to Non-Employee | $0.76 |
Options Exercised | ' |
Options Forfeited | ' |
Outstanding at End of Period | $1.36 |
Exercisable at End of Period | $1.36 |
Weighted Average Remaining Contractual Term | ' |
Outstanding at End of Period | '5 years 9 months 29 days |
Exercisable at End of Period | '5 years 9 months 29 days |
Aggregate Intrinsic Value | ' |
Outstanding at End of Period | $466,441 |
Exercisable at End of Period | $466,441 |
ShareBased_Compensation_Detail
Share-Based Compensation (Details Narrative) (USD $) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Employee Comp [Member] | ' | ' |
Closing stock price | $1.85 | ' |
Unrecognized stock option expense | $1,545,000 | ' |
Cost is expected to be recognized over a weighted average period | 'P1Y11M5D | ' |
Weighted average fair value of options granted | $1.10 | ' |
Unrecognized expense related to restricted stock awards | 798,000 | ' |
General and administrative expenses | 950,000 | 287,000 |
NonEmployee Comp [Member] | ' | ' |
Closing stock price | $1.85 | ' |
General and administrative expenses | $50,000 | $65,000 |
Business_Segmentation_Details
Business Segmentation (Details) (USD $) | 3 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | |
Net sales | $3,074,138 | $2,334,566 |
Cost of sales | 2,089,130 | 1,661,726 |
Gross profit (loss) | 985,008 | 672,840 |
Sales and marketing | 464,567 | 729,424 |
General and Administrative | 2,337,663 | 1,359,901 |
Loss from investment in affiliate | 21,543 | ' |
Operating expenses | 2,823,773 | 2,089,325 |
Operating income (loss) | -1,838,765 | -1,416,485 |
CoreStandardsContractServices [Member] | ' | ' |
Net sales | 1,735,883 | 1,573,561 |
Cost of sales | 1,193,635 | 1,151,540 |
Gross profit (loss) | 542,248 | 422,020 |
Sales and marketing | 212,775 | 384,943 |
General and Administrative | ' | ' |
Loss from investment in affiliate | ' | ' |
Operating expenses | 212,775 | 384,943 |
Operating income (loss) | 329,473 | 37,077 |
Ingredients Segment [Member] | ' | ' |
Net sales | 1,136,309 | 577,953 |
Cost of sales | 718,177 | 362,443 |
Gross profit (loss) | 418,132 | 215,510 |
Sales and marketing | 239,960 | 211,834 |
General and Administrative | ' | ' |
Loss from investment in affiliate | ' | ' |
Operating expenses | 239,960 | 211,834 |
Operating income (loss) | 178,172 | 3,676 |
Sci Reg Consulting Segment [Member] | ' | ' |
Net sales | 201,946 | 243,338 |
Cost of sales | 177,318 | 146,788 |
Gross profit (loss) | 24,628 | 96,550 |
Sales and marketing | 11,832 | 1,488 |
General and Administrative | ' | ' |
Loss from investment in affiliate | ' | ' |
Operating expenses | 11,832 | 1,488 |
Operating income (loss) | 12,796 | 95,062 |
Other Segment [Member] | ' | ' |
Net sales | ' | -60,285 |
Cost of sales | ' | 955 |
Gross profit (loss) | ' | -61,240 |
Sales and marketing | ' | 131,159 |
General and Administrative | 2,337,663 | 1,359,901 |
Loss from investment in affiliate | 21,543 | ' |
Operating expenses | 2,359,206 | 1,491,060 |
Operating income (loss) | ($2,359,206) | ($1,552,300) |
Business_Segmentation_Details_
Business Segmentation (Details 1) (USD $) | Mar. 29, 2014 | Dec. 28, 2013 |
Total assets | $8,471,818 | $8,986,892 |
CoreStandardsContractServices [Member] | ' | ' |
Total assets | 2,934,128 | 2,952,270 |
Ingredients Segment [Member] | ' | ' |
Total assets | 2,253,549 | 1,083,856 |
ScientificRegulatory [Member] | ' | ' |
Total assets | 147,448 | 139,765 |
Other Segment [Member] | ' | ' |
Total assets | $3,136,963 | $4,811,001 |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Narrative) (USD $) | 3 Months Ended |
Mar. 29, 2014 | |
Commitments And Contingencies Details Narrative | ' |
Rhonemus Agreement base salary | $180,000 |
Maximum annual cash bonus percentage | 30.00% |
Option grants | 250,000 |
Monthly lease payment | 5,000 |
Capital lease term | '60 months |
Capital lease future payments | 271,000 |
Capital lease | $223,000 |