Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 04, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'VITACOST.COM, INC. | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 34,224,991 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0001401688 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Balance_Sheets_Unaudited
Balance Sheets (Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current Assets | ' | ' |
Cash and cash equivalents | $28,006 | $24,799 |
Accounts receivable, net | 2,898 | 1,486 |
Inventory | 37,377 | 37,143 |
Prepaid expenses | 1,571 | 902 |
Other current assets | 376 | 567 |
Total current assets | 70,228 | 64,897 |
Property and equipment, net | 28,235 | 30,288 |
Other assets | 3,075 | 3,192 |
Total assets | 101,538 | 98,377 |
Current Liabilities | ' | ' |
Accounts payable | 34,158 | 29,357 |
Deferred revenue | 4,973 | 4,634 |
Accrued expenses | 7,871 | 6,326 |
Total current liabilities | 47,002 | 40,317 |
Deferred tax liability | 428 | 402 |
Total liabilities | 47,430 | 40,719 |
Stockholders' Equity | ' | ' |
Additional paid-in capital | 115,780 | 113,658 |
Warrants | 4,347 | 4,347 |
Accumulated deficit | -66,019 | -60,347 |
Total stockholders' equity | 54,108 | 57,658 |
Total liabilities and stockholders' equity | $101,538 | $98,377 |
Balance_Sheets_Unaudited_Paren
Balance Sheets (Unaudited) (Parentheticals) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, except Per Share data, unless otherwise specified | ||
Preferred stock par value (in Dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 25,000 | 25,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000 | 100,000 |
Common stock, shares issued | 34,054 | 34,050 |
Common stock, shares outstanding | 34,054 | 34,050 |
Statements_of_Comprehensive_Lo
Statements of Comprehensive Loss (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Net sales | $104,228 | $97,234 | $209,058 | $194,990 |
Cost of goods sold | 79,852 | 75,535 | 161,563 | 150,662 |
Gross profit | 24,376 | 21,699 | 47,495 | 44,328 |
Operating expenses: | ' | ' | ' | ' |
Fulfillment | 8,595 | 8,660 | 17,859 | 17,576 |
Sales and marketing | 8,094 | 8,610 | 16,794 | 17,026 |
General and administrative | 9,467 | 8,829 | 18,542 | 17,132 |
26,156 | 26,099 | 53,195 | 51,734 | |
Operating loss | -1,780 | -4,400 | -5,700 | -7,406 |
Other income | 31 | 37 | 54 | 57 |
Loss before income taxes | -1,749 | -4,363 | -5,646 | -7,349 |
Income tax expense | -13 | -13 | -26 | -26 |
Net loss | -1,762 | -4,376 | -5,672 | -7,375 |
Basic and diluted per share information: | ' | ' | ' | ' |
Net loss attributable to common stockholders (in Dollars per share) | ($0.05) | ($0.13) | ($0.17) | ($0.22) |
Weighted average shares outstanding (in Shares) | 34,054 | 33,612 | 34,053 | 33,566 |
Comprehensive loss | ($1,762) | ($4,376) | ($5,672) | ($7,375) |
Statement_of_Stockholders_Equi
Statement of Stockholdersb Equity (Unaudited) (USD $) | Common Stock [Member] | Additional Paid-in Capital [Member] | Warrant [Member] | Retained Earnings [Member] | Total |
In Thousands | USD ($) | USD ($) | USD ($) | USD ($) | |
Balance at Dec. 31, 2013 | ' | $113,658 | $4,347 | ($60,347) | $57,658 |
Balance (in Shares) at Dec. 31, 2013 | 34,050 | ' | ' | ' | ' |
Net loss | ' | ' | ' | -5,672 | -5,672 |
Stock options exercised | ' | 24 | ' | ' | 24 |
Stock options exercised (in Shares) | 4 | ' | ' | ' | 4 |
Stock-based compensation expense | ' | 1,572 | ' | ' | 1,572 |
RSUs issued in lieu of cash for 2013 bonus | ' | 526 | ' | ' | 526 |
Balance at Jun. 30, 2014 | ' | $115,780 | $4,347 | ($66,019) | $54,108 |
Balance (in Shares) at Jun. 30, 2014 | 34,054 | ' | ' | ' | ' |
Statements_of_Cash_Flows_Unaud
Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Cash Flows From Operating Activities | ' | ' |
Net loss | ($5,672) | ($7,375) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 3,174 | 3,309 |
Stock-based compensation expense | 1,572 | 1,315 |
Deferred income taxes | 26 | 26 |
Loss on disposition of property and equipment and other assets | ' | -15 |
(Increase) decrease in: | ' | ' |
Accounts receivable | -1,412 | -530 |
Other current assets | 191 | 885 |
Inventory | -234 | -5,734 |
Prepaid expenses | -669 | -312 |
Other assets | -33 | 80 |
Increase (decrease) in: | ' | ' |
Accounts payable | 4,766 | 7,180 |
Deferred revenue | 339 | -209 |
Accrued expenses | 2,004 | 2,642 |
Net cash provided by operating activities | 4,052 | 1,262 |
Cash Flows From Investing Activities | ' | ' |
Proceeds from disposition of property and equipment | ' | 21 |
Payments for the purchase of property and equipment | -869 | -3,433 |
Increase in restricted cash | ' | -250 |
Net cash used in investing activities | -869 | -3,662 |
Cash Flows From Financing Activities | ' | ' |
Proceeds from the exercise of stock options | 24 | 671 |
Net cash provided by financing activities | 24 | 671 |
Net increase (decrease) in cash and cash equivalents | 3,207 | -1,729 |
Cash and cash equivalents: | ' | ' |
Beginning of year | 24,799 | 32,152 |
End of period | 28,006 | 30,423 |
Supplemental Schedule of Noncash Activities | ' | ' |
Equipment purchased not yet paid | 102 | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Supplemental Schedule of Noncash Activities | ' | ' |
RSUs issued in lieu of cash for 2013 bonus | $526 | ' |
Note_1_Nature_of_Business_Sign
Note 1 - Nature of Business, Significant Accounting Policies and Recent Accounting Guidance | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
1. Nature of Business, Significant Accounting Policies and Recent Accounting Guidance | |||||||||||||||||
Nature of Business | |||||||||||||||||
Vitacost.com, Inc. (“Vitacost” or the “Company”) is a leading online retailer of healthy living products, including dietary supplements such as vitamins, minerals, herbs and other botanicals, as well as cosmetics, natural personal care products, pet products, sports nutrition and health foods. Vitacost was incorporated in 1994 and began its online retail activity in 1999. Vitacost sells a proprietary line of healthy living products as well as a wide selection of other manufacturers’ brand-name goods. The Company ships products from two distribution centers located in Lexington, North Carolina and Las Vegas, Nevada. | |||||||||||||||||
Basis of presentation | |||||||||||||||||
The accompanying unaudited financial statements of Vitacost as of June 30, 2014, and for the three and six months ended June 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information along with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for annual financial statements. In management’s opinion, Vitacost has made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair statement of the financial position and operating results of the Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, the results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2014, or for any other period. These unaudited financial statements should be read in conjunction with the financial statements and related notes, together with management’s discussion and analysis of financial position and results of operations, contained in Vitacost’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”). | |||||||||||||||||
Significant Accounting Policies | |||||||||||||||||
Reclassifications: | |||||||||||||||||
Reclassifications on the 2013 statement of cash flows have been made to conform to the 2014 presentation. | |||||||||||||||||
Earnings per share: | |||||||||||||||||
The Company computed earnings per share by dividing its net loss by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by giving effect to all potentially dilutive common shares, including stock options, warrants and restricted stock units (“RSUs”). The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three and six months ended June 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||
Weighted-average shares outstanding - basic | 34,054 | 33,612 | 34,053 | 33,566 | |||||||||||||
Effect of dilutive securities | - | - | - | - | |||||||||||||
Weighted-average shares outstanding - diluted | 34,054 | 33,612 | 34,053 | 33,566 | |||||||||||||
For the periods where the Company reported losses, all common stock equivalents are excluded from the computation of diluted earnings per share, since the result would be antidilutive. Securities that were not included in the calculation of diluted earnings per share because to do so would have been antidilutive for the periods presented are as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||
Stock options | 2,986 | 2,732 | 2,986 | 2,732 | |||||||||||||
Warrants | 1,681 | 1,681 | 1,681 | 1,681 | |||||||||||||
Restricted stock units | 277 | - | 277 | - | |||||||||||||
Total antidilutive common stock equivalents excluded from diluted earnings per share | 4,944 | 4,413 | 4,944 | 4,413 | |||||||||||||
Restricted cash: | |||||||||||||||||
Restricted cash consists of cash pledged as collateral to a vendor. | |||||||||||||||||
Fair value of financial instruments: | |||||||||||||||||
Existing accounting guidance defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and requires disclosures about fair value measurements. The guidance applies to all assets and liabilities that are being measured and reported on a fair value basis. It requires disclosure that establishes a framework for measuring fair value in GAAP and about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair value. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1 : | 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 that are not corroborated by market data. | ||||||||||||||||
The carrying amounts of other financial instruments, including cash, cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturity of these instruments. Cash and cash equivalents are a Level 1 instrument within the fair value hierarchy. | |||||||||||||||||
Concentration of credit risk: | |||||||||||||||||
The Company’s cash and cash equivalents were held by one major financial institution and for certain accounts exceed federally insured limits. These cash and cash equivalent balances could be impacted if this financial institution fails or is subjected to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to its cash and cash equivalents. | |||||||||||||||||
Recently Adopted and Recently Issued Accounting Guidance | |||||||||||||||||
The Company did not adopt any accounting guidance nor was there any new accounting guidance issued during the period that had or would have had a material impact on the Company’s financial statements. |
Note_2_Inventory
Note 2 - Inventory | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
2. Inventory | |||||||||
Inventory consisted of the following as of June 30, 2014 and December 31, 2013: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Bulk and other | $ | 942 | $ | 872 | |||||
Finished goods | 36,435 | 36,271 | |||||||
$ | 37,377 | $ | 37,143 | ||||||
Note_3_Property_and_Equipment
Note 3 - Property and Equipment | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
3. Property and Equipment | |||||||||
Property and equipment consisted of the following as of June 30, 2014 and December 31, 2013: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Buildings and building improvements | $ | 12,863 | $ | 12,863 | |||||
Furniture, fixtures and equipment | 26,439 | 26,917 | |||||||
Computers | 4,748 | 5,076 | |||||||
Software | 9,132 | 9,335 | |||||||
Leasehold improvements | 2,827 | 2,823 | |||||||
Land | 460 | 460 | |||||||
56,469 | 57,474 | ||||||||
Less accumulated depreciation | (29,326 | ) | (27,921 | ) | |||||
27,143 | 29,553 | ||||||||
Construction-in-progress | 1,092 | 735 | |||||||
$ | 28,235 | $ | 30,288 | ||||||
Note_4_Other_Assets
Note 4 - Other Assets | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Other Assets Disclosure [Text Block] | ' | ||||||||
4. Other Assets | |||||||||
Other assets consisted of the following as of June 30, 2014 and December 31, 2013: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Goodwill | $ | 2,200 | $ | 2,200 | |||||
Intangible assets, net | 450 | 600 | |||||||
Restricted cash | 250 | 250 | |||||||
Deposits | 175 | 142 | |||||||
$ | 3,075 | $ | 3,192 | ||||||
Note_5_StockBased_Compensation
Note 5 - Stock-Based Compensation | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
5. Stock-Based Compensation | |||||||||||||||||
A summary of the Company’s stock option activity for the six months ended June 30, 2014 and 2013 is as follows: | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted- | Weighted- | ||||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
(In thousands, except exercise price) | |||||||||||||||||
Outstanding at beginning of period | 4,980 | $ | 7.01 | 5,209 | $ | 6.4 | |||||||||||
Granted | 843 | 5.98 | 585 | 7.25 | |||||||||||||
Exercised | (4 | ) | 6.61 | (122 | ) | 5.51 | |||||||||||
Forfeited or expired | (203 | ) | 7.79 | (580 | ) | 5.73 | |||||||||||
Outstanding at period end | 5,616 | $ | 6.82 | 5,092 | $ | 6.6 | |||||||||||
Exercisable at period end | 2,986 | $ | 6.89 | 2,732 | $ | 6.82 | |||||||||||
As of June 30, 2014, there was approximately $6.8 million of total unrecognized compensation cost, net of estimated forfeitures, related to stock options granted under the Company’s stock incentive plans, which is expected to be recognized over a weighted average period of 3.61 years. | |||||||||||||||||
RSUs are converted into shares of common stock upon vesting which is time based. These awards generally vest over a maximum five years. The cost of these awards is determined using the fair value of the Company’s common stock on the date of the grant and compensation expense is recognized over the vesting period. | |||||||||||||||||
A summary of the Company’s restricted stock unit activity for the six months ended June 30, 2014 is as follows: | |||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Number of | Grant Date | ||||||||||||||||
Awards | Fair Value | ||||||||||||||||
(In thousands, except exercise price) | |||||||||||||||||
Outstanding at beginning of period | - | $ | - | ||||||||||||||
Granted | 277 | 5.77 | |||||||||||||||
Vested | - | - | |||||||||||||||
Forfeited | - | - | |||||||||||||||
Outstanding at period end | 277 | $ | 5.77 | ||||||||||||||
As of June 30, 2014, there was approximately $0.8 million of total unrecognized compensation cost, net of estimated forfeitures, related to RSUs granted under the Company’s stock incentive plan, which is expected to be recognized over the weighted-average period of 3.17 years. |
Note_6_Contingencies
Note 6 - Contingencies | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
6. Contingencies | |
Sales or Other Taxes: | |
A number of states have sought to impose sales or other tax collection obligations on online retailers. Certain states have imposed such a sales tax obligation on remote online retailers that use residents of that state to directly or indirectly refer potential customers, via a link on an internet website or other means, to the online retailer for a commission-based fee. There is still significant uncertainty as to whether or how existing laws governing these matters apply to Vitacost and how these laws will be interpreted for the Company and other online retailers. As a result, it is currently not possible to determine the ultimate outcome as to whether such potential obligations apply to the Company under its specific facts and circumstances. Because the Company does not believe that it is probable such potential obligations are applicable to its specific facts and circumstances, it has not accrued for such potential obligations as of June 30, 2014. The Company is also currently unable to estimate the amount of the loss, if any, should such potential obligations apply. The eventual outcome of a successful assertion by one or more states that the Company should collect sales or other taxes may be materially different from any provisions or disclosures the Company has previously made and could have a material adverse effect on the Company’s financial position, results of operations and cash flows. | |
Other matters: | |
In addition to the matters described above, the Company is involved in litigation and administrative proceedings primarily arising in the normal course of its business. In the opinion of the Company, its liability, if any, under any pending litigation or administrative proceedings would not materially affect its financial condition, results of operations or cash flows. |
Note_7_Income_Taxes
Note 7 - Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ' |
Income Tax Disclosure [Text Block] | ' |
7. Income Taxes | |
The Company evaluates its deferred tax assets on a regular basis to determine if valuation allowances are required. In its evaluation, the Company considers taxable loss carryback availability, expectations of sufficient future taxable income, trends in earnings, existence of taxable income in recent years, the future reversal of temporary differences and available tax planning strategies that could be implemented, if required. Valuation allowances are established based on the consideration of all available evidence using a more likely than not standard. Based on the Company’s evaluation, a valuation allowance of $1.8 million was established against its net deferred tax assets for the six months ended June 30, 2014. This amount was in addition to the $21.4 million valuation allowance that was recorded as of December 31, 2013. |
Note_8_Subsequent_Events
Note 8 - Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
8. Subsequent Events | |
Merger Agreement: | |
On July 1, 2014, the Company, The Kroger Co., an Ohio corporation (“Kroger”), and Vigor Acquisition Corp, a Delaware corporation and wholly owned subsidiary of Kroger (“Purchaser”) entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, Purchaser agreed to commence a cash tender offer to acquire all of the shares of the Company’s common stock for a purchase price of $8.00 per share, net to the holder thereof in cash (the “Offer Price”), without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase and in the related Letter of Transmittal (which, together with any amendments or supplements, collectively constitute the “Offer”) contained in the Schedule TO filed by Purchaser and Kroger with the Securities and Exchange Commission on July 18, 2014, as amended on August 1, 2014. The Offer expires at 5:00 PM, New York City time, on August 15, 2014, unless the Offer is extended. | |
The closing of the Offer and Merger (defined below) are subject to certain conditions, including the tender of at least a majority of the outstanding shares of the Company’s common stock and the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act (the termination of the waiting period was granted on July 25, 2014). The transaction is not subject to a financing condition. | |
Following the completion of the Offer, Purchaser will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Kroger, pursuant to the procedure provided for under Section 251(h) of the General Corporation Law of the State of Delaware (the “DGCL”) without any stockholder approvals (the “Merger”). As a result of the Merger, the separate corporate existence of Purchaser will cease, and the Company will continue as the surviving corporation of the Merger. In the Merger, each outstanding share of the Company’s common stock (other than shares of common stock owned by the Company, Kroger or Purchaser, or shares of common stock with respect to which appraisal rights have been properly exercised under the DGCL) will be converted into the right to receive an amount in cash equal to the Offer Price. | |
Merger Agreement Litigation: | |
Three purported class action lawsuits have been filed on behalf of the Company’s stockholders against various defendants including the Company, the Company Board, Kroger and Purchaser, in connection with the proposed Merger. Those cases are captioned Ernst v. Vitacost.com, et. al., Case No. 2014 CA 008318 AJ (Fla. Cir. Ct., Palm Beach Cnty., July 7, 2014); Heim v. Vitacost.com, et. al., Case No. 9883-VCP (Del. Ch. Ct. July 15, 2014); and Takis P. Dionisos v. Vitacost.com. et. al., Case No. 9945-VCP, (Del. Ch. Ct. July 24, 2014). The complaints allege, generally, that the Company Board breached their fiduciary duties to the Company’s stockholders, and that the other defendants aided and abetted such breaches, by seeking to sell the Company through an allegedly defective process, for an unfair price, and on unfair terms. The Dionisos complaint also alleges that the Company Board failed to disclose material information regarding the proposed Merger. The lawsuits seek, among other things, equitable relief enjoining the consummation of the proposed Merger, rescission of the proposed Merger (to the extent the proposed Merger has already been consummated), damages, and attorneys’ fees and costs. | |
On July 24, 2014, the Dionisos plaintiff filed a motion for preliminary injunction. On July 31, 2014, the Heim lawsuit and Dionisos lawsuit were consolidated into a single action in the Delaware Court of Chancery. A hearing on the motion for preliminary injunction is set for August 11, 2014 in the Delaware Court of Chancery. | |
The Company has concluded that it is not probable that a loss has been incurred and is unable to estimate the possible loss or range of loss that could result from an unfavorable decision. It is possible that the Company’s financial statements could be materially adversely affected by an unfavorable outcome. |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | ' | ||||||||||||||||
Nature of Business | |||||||||||||||||
Vitacost.com, Inc. (“Vitacost” or the “Company”) is a leading online retailer of healthy living products, including dietary supplements such as vitamins, minerals, herbs and other botanicals, as well as cosmetics, natural personal care products, pet products, sports nutrition and health foods. Vitacost was incorporated in 1994 and began its online retail activity in 1999. Vitacost sells a proprietary line of healthy living products as well as a wide selection of other manufacturers’ brand-name goods. The Company ships products from two distribution centers located in Lexington, North Carolina and Las Vegas, Nevada. | |||||||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | ||||||||||||||||
Basis of presentation | |||||||||||||||||
The accompanying unaudited financial statements of Vitacost as of June 30, 2014, and for the three and six months ended June 30, 2014 and 2013, have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information along with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles (“GAAP”) for annual financial statements. In management’s opinion, Vitacost has made all adjustments (consisting of normal, recurring and non-recurring adjustments) during the quarter that were considered necessary for the fair statement of the financial position and operating results of the Company. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts in the financial statements and accompanying notes. Actual results could differ from those estimates. In addition, the results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results for the entire fiscal year ending December 31, 2014, or for any other period. These unaudited financial statements should be read in conjunction with the financial statements and related notes, together with management’s discussion and analysis of financial position and results of operations, contained in Vitacost’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (the “Form 10-K”). | |||||||||||||||||
Reclassification, Policy [Policy Text Block] | ' | ||||||||||||||||
Reclassifications: | |||||||||||||||||
Reclassifications on the 2013 statement of cash flows have been made to conform to the 2014 presentation. | |||||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||||||
Earnings per share: | |||||||||||||||||
The Company computed earnings per share by dividing its net loss by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by giving effect to all potentially dilutive common shares, including stock options, warrants and restricted stock units (“RSUs”). The following table reconciles basic weighted-average shares outstanding to diluted weighted-average shares outstanding for the three and six months ended June 30, 2014 and 2013: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||
Weighted-average shares outstanding - basic | 34,054 | 33,612 | 34,053 | 33,566 | |||||||||||||
Effect of dilutive securities | - | - | - | - | |||||||||||||
Weighted-average shares outstanding - diluted | 34,054 | 33,612 | 34,053 | 33,566 | |||||||||||||
For the periods where the Company reported losses, all common stock equivalents are excluded from the computation of diluted earnings per share, since the result would be antidilutive. Securities that were not included in the calculation of diluted earnings per share because to do so would have been antidilutive for the periods presented are as follows: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||
Stock options | 2,986 | 2,732 | 2,986 | 2,732 | |||||||||||||
Warrants | 1,681 | 1,681 | 1,681 | 1,681 | |||||||||||||
Restricted stock units | 277 | - | 277 | - | |||||||||||||
Total antidilutive common stock equivalents excluded from diluted earnings per share | 4,944 | 4,413 | 4,944 | 4,413 | |||||||||||||
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||||||||||
Restricted cash: | |||||||||||||||||
Restricted cash consists of cash pledged as collateral to a vendor. | |||||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||||||||||||||||
Fair value of financial instruments: | |||||||||||||||||
Existing accounting guidance defines fair value, establishes a framework and gives guidance regarding the methods used for measuring fair value, and requires disclosures about fair value measurements. The guidance applies to all assets and liabilities that are being measured and reported on a fair value basis. It requires disclosure that establishes a framework for measuring fair value in GAAP and about fair value measurements. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair value. Assets and liabilities carried at fair value are classified and disclosed in one of the following three categories: | |||||||||||||||||
Level 1 : | 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 that are not corroborated by market data. | ||||||||||||||||
The carrying amounts of other financial instruments, including cash, cash equivalents, accounts receivable and accounts payable approximate fair value due to the short maturity of these instruments. Cash and cash equivalents are a Level 1 instrument within the fair value hierarchy. | |||||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | ||||||||||||||||
Concentration of credit risk: | |||||||||||||||||
The Company’s cash and cash equivalents were held by one major financial institution and for certain accounts exceed federally insured limits. These cash and cash equivalent balances could be impacted if this financial institution fails or is subjected to other adverse conditions in the financial markets. To date, the Company has experienced no loss or lack of access to its cash and cash equivalents. | |||||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||||||
Recently Adopted and Recently Issued Accounting Guidance | |||||||||||||||||
The Company did not adopt any accounting guidance nor was there any new accounting guidance issued during the period that had or would have had a material impact on the Company’s financial statements. |
Note_1_Nature_of_Business_Sign1
Note 1 - Nature of Business, Significant Accounting Policies and Recent Accounting Guidance (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Weighted Average Number of Shares [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||
Weighted-average shares outstanding - basic | 34,054 | 33,612 | 34,053 | 33,566 | |||||||||||||
Effect of dilutive securities | - | - | - | - | |||||||||||||
Weighted-average shares outstanding - diluted | 34,054 | 33,612 | 34,053 | 33,566 | |||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
(In thousands) | (In thousands) | ||||||||||||||||
Stock options | 2,986 | 2,732 | 2,986 | 2,732 | |||||||||||||
Warrants | 1,681 | 1,681 | 1,681 | 1,681 | |||||||||||||
Restricted stock units | 277 | - | 277 | - | |||||||||||||
Total antidilutive common stock equivalents excluded from diluted earnings per share | 4,944 | 4,413 | 4,944 | 4,413 |
Note_2_Inventory_Tables
Note 2 - Inventory (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Bulk and other | $ | 942 | $ | 872 | |||||
Finished goods | 36,435 | 36,271 | |||||||
$ | 37,377 | $ | 37,143 |
Note_3_Property_and_Equipment_
Note 3 - Property and Equipment (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Buildings and building improvements | $ | 12,863 | $ | 12,863 | |||||
Furniture, fixtures and equipment | 26,439 | 26,917 | |||||||
Computers | 4,748 | 5,076 | |||||||
Software | 9,132 | 9,335 | |||||||
Leasehold improvements | 2,827 | 2,823 | |||||||
Land | 460 | 460 | |||||||
56,469 | 57,474 | ||||||||
Less accumulated depreciation | (29,326 | ) | (27,921 | ) | |||||
27,143 | 29,553 | ||||||||
Construction-in-progress | 1,092 | 735 | |||||||
$ | 28,235 | $ | 30,288 |
Note_4_Other_Assets_Tables
Note 4 - Other Assets (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Disclosure Text Block Supplement [Abstract] | ' | ||||||||
Schedule of Other Assets, Noncurrent [Table Text Block] | ' | ||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
(In thousands) | |||||||||
Goodwill | $ | 2,200 | $ | 2,200 | |||||
Intangible assets, net | 450 | 600 | |||||||
Restricted cash | 250 | 250 | |||||||
Deposits | 175 | 142 | |||||||
$ | 3,075 | $ | 3,192 |
Note_5_StockBased_Compensation1
Note 5 - Stock-Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted- | Weighted- | ||||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
(In thousands, except exercise price) | |||||||||||||||||
Outstanding at beginning of period | 4,980 | $ | 7.01 | 5,209 | $ | 6.4 | |||||||||||
Granted | 843 | 5.98 | 585 | 7.25 | |||||||||||||
Exercised | (4 | ) | 6.61 | (122 | ) | 5.51 | |||||||||||
Forfeited or expired | (203 | ) | 7.79 | (580 | ) | 5.73 | |||||||||||
Outstanding at period end | 5,616 | $ | 6.82 | 5,092 | $ | 6.6 | |||||||||||
Exercisable at period end | 2,986 | $ | 6.89 | 2,732 | $ | 6.82 | |||||||||||
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | ' | ||||||||||||||||
Weighted- | |||||||||||||||||
Average | |||||||||||||||||
Number of | Grant Date | ||||||||||||||||
Awards | Fair Value | ||||||||||||||||
(In thousands, except exercise price) | |||||||||||||||||
Outstanding at beginning of period | - | $ | - | ||||||||||||||
Granted | 277 | 5.77 | |||||||||||||||
Vested | - | - | |||||||||||||||
Forfeited | - | - | |||||||||||||||
Outstanding at period end | 277 | $ | 5.77 |
Note_1_Nature_of_Business_Sign2
Note 1 - Nature of Business, Significant Accounting Policies and Recent Accounting Guidance (Details) | Jun. 30, 2014 |
Accounting Policies [Abstract] | ' |
Number of Distribution Centers | 2 |
Note_1_Nature_of_Business_Sign3
Note 1 - Nature of Business, Significant Accounting Policies and Recent Accounting Guidance (Details) - Reconciliation of Basic Weighted-Average Shares Outstanding to Diluted Weighted-Average Shares Outstanding | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Reconciliation of Basic Weighted-Average Shares Outstanding to Diluted Weighted-Average Shares Outstanding [Abstract] | ' | ' | ' | ' |
Weighted-average shares outstanding - basic | 34,054 | 33,612 | 34,053 | 33,566 |
Weighted-average shares outstanding - diluted | 34,054 | 33,612 | 34,053 | 33,566 |
Note_1_Nature_of_Business_Sign4
Note 1 - Nature of Business, Significant Accounting Policies and Recent Accounting Guidance (Details) - Antidilutive Securities Excluded From Calculation of Diluted Earnings Per Share | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive common stock equivalents excluded from diluted earnings per share | 4,944 | 4,413 | 4,944 | 4,413 |
Equity Option [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive common stock equivalents excluded from diluted earnings per share | 2,986 | 2,732 | 2,986 | 2,732 |
Warrant [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive common stock equivalents excluded from diluted earnings per share | 1,681 | 1,681 | 1,681 | 1,681 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Antidilutive common stock equivalents excluded from diluted earnings per share | 277 | ' | 277 | ' |
Note_2_Inventory_Details_Inven
Note 2 - Inventory (Details) - Inventory (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Abstract] | ' | ' |
Bulk and other | $942 | $872 |
Finished goods | 36,435 | 36,271 |
$37,377 | $37,143 |
Note_3_Property_and_Equipment_1
Note 3 - Property and Equipment (Details) - Property and Equipment (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | $56,469 | $57,474 |
Less accumulated depreciation | -29,326 | -27,921 |
27,143 | 29,553 | |
Construction-in-progress | 1,092 | 735 |
28,235 | 30,288 | |
Building and Building Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 12,863 | 12,863 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 26,439 | 26,917 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 4,748 | 5,076 |
Software and Software Development Costs [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 9,132 | 9,335 |
Leasehold Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | 2,827 | 2,823 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant, and Equipment | $460 | $460 |
Note_4_Other_Assets_Details_Ot
Note 4 - Other Assets (Details) - Other Assets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Other Assets [Abstract] | ' | ' |
Goodwill | $2,200 | $2,200 |
Intangible assets, net | 450 | 600 |
Restricted cash | 250 | 250 |
Deposits | 175 | 142 |
$3,075 | $3,192 |
Note_5_StockBased_Compensation2
Note 5 - Stock-Based Compensation (Details) (USD $) | 3 Months Ended |
In Millions, unless otherwise specified | Jun. 30, 2014 |
Employee Stock Option [Member] | ' |
Note 5 - Stock-Based Compensation (Details) [Line Items] | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $6.80 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '3 years 222 days |
Restricted Stock Units (RSUs) [Member] | ' |
Note 5 - Stock-Based Compensation (Details) [Line Items] | ' |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | '3 years 62 days |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | '5 years |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $0.80 |
Note_5_StockBased_Compensation3
Note 5 - Stock-Based Compensation (Details) - Stock Option Activity (USD $) | 6 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
Stock Option Activity [Abstract] | ' | ' |
Outstanding at beginning of period | 4,980 | 5,209 |
Outstanding at beginning of period | $7.01 | $6.40 |
Granted | 843 | 585 |
Granted | $5.98 | $7.25 |
Exercised | -4 | -122 |
Exercised | $6.61 | $5.51 |
Forfeited or expired | -203 | -580 |
Forfeited or expired | $7.79 | $5.73 |
Outstanding at period end | 5,616 | 5,092 |
Outstanding at period end | $6.82 | $6.60 |
Exercisable at period end | 2,986 | 2,732 |
Exercisable at period end | $6.89 | $6.82 |
Note_5_StockBased_Compensation4
Note 5 - Stock-Based Compensation (Details) - Summary of Restricted Stock Unit Activity (Restricted Stock Units (RSUs) [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Restricted Stock Units (RSUs) [Member] | ' |
Note 5 - Stock-Based Compensation (Details) - Summary of Restricted Stock Unit Activity [Line Items] | ' |
Outstanding at beginning of period | 0 |
Granted | 277 |
Granted (in Dollars per share) | $5.77 |
Outstanding at period end | 277 |
Outstanding at period end (in Dollars per share) | $5.77 |
Note_7_Income_Taxes_Details
Note 7 - Income Taxes (Details) (USD $) | 6 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ' | ' |
Valuation Allowance, Deferred Tax Asset, Change in Amount | $1.80 | ' |
Deferred Tax Assets, Valuation Allowance | ' | $21.40 |
Note_8_Subsequent_Events_Detai
Note 8 - Subsequent Events (Details) (Subsequent Event [Member], USD $) | Jul. 18, 2014 |
Subsequent Event [Member] | ' |
Note 8 - Subsequent Events (Details) [Line Items] | ' |
Business Acquisition, Share Price | $8 |