Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 11, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'CVSL INC. | ' |
Entity Central Index Key | '0001403085 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 487,712,326 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current assets: | ' | ' |
Cash and cash equivalents | $1,736,530 | $19,032,392 |
Marketable securities | 16,420,483 | ' |
Accounts receivable (less allowance for doubtful accounts) | 859,738 | 100,769 |
Inventory | 17,398,888 | ' |
Assets held for sale | 3,933,373 | ' |
Other current assets | 727,836 | 20,859 |
Total current assets | 41,076,848 | 19,154,020 |
Property, plant and equipment, net of accumulated depreciation | 22,634,371 | 1,514 |
Goodwill | 1,475,871 | ' |
Other assets | 302,552 | ' |
Total assets | 65,489,642 | 19,155,534 |
Current liabilities: | ' | ' |
Accounts payable - trade | 8,260,861 | 409,643 |
Accounts payable - related party | 80,328 | 416,670 |
Line of credit payable | 10,341,257 | 22,653 |
Deferred revenue | 3,905,875 | 60,548 |
Current portion of long-term debt | 1,498,828 | ' |
Other current liabilities | 4,014,855 | 18,375 |
Total current liabilities | 28,102,004 | 927,889 |
Long-term debt | 27,519,875 | 20,041,644 |
Other long-term liabilities | 388,350 | ' |
Total liabilities | 56,010,229 | 20,969,533 |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, par value $0.001 per share, 10,000,000 authorized - 0 - issued and outstanding | ' | ' |
Common stock, par value $0.0001 per share, 5,000,000,000 and 490,000,000 shares authorized; 487,712,326 and 487,712,326 shares issued and outstanding, respectively | 48,771 | 48,771 |
Additional paid-in capital | 10,564,260 | 2,691,942 |
Accumulated other comprehensive income | 223,825 | ' |
Accumulated deficit | -10,218,701 | -4,554,712 |
Total stockholders' equity (deficit) attributable to CVSL | 618,155 | -1,813,999 |
Stockholders' equity attributable to noncontrolling interest | 8,861,258 | ' |
Total stockholders' equity (deficit) | 9,479,413 | -1,813,999 |
Total liabilities and stockholders' equity | $65,489,642 | $19,155,534 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Stockholders' equity (deficit): | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, authorized shares | 10,000,000 | 10,000,000 |
Preferred stock, issued shares | 0 | 0 |
Preferred stock, outstanding shares | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 5,000,000,000 | 490,000,000 |
Common stock, shares issued | 487,712,326 | 487,712,326 |
Common stock, shares outstanding | 487,712,326 | 487,712,326 |
Consolidated_Income_Statements
Consolidated Income Statements (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Consolidated Income Statements | ' | ' | ' | ' |
Gross sales | $23,750,749 | $265,147 | $48,039,951 | $714,951 |
Program costs and discounts | -9,410,972 | ' | -18,589,963 | ' |
Net sales | 14,339,777 | 265,147 | 29,449,988 | 714,951 |
Costs of sales | 8,318,669 | 87,128 | 17,688,709 | 233,607 |
Gross profit | 6,021,108 | 178,019 | 11,761,279 | 481,344 |
Selling, general and administrative | 7,290,471 | 305,606 | 17,357,722 | 605,451 |
Operating loss | -1,269,363 | -127,587 | -5,596,443 | -124,107 |
Impairment of goodwill | ' | 2,488,708 | ' | 2,488,708 |
Interest expense, net | 411,718 | 256 | 1,015,766 | 781 |
Net loss | -1,681,081 | -2,616,551 | -6,612,209 | -2,613,596 |
Net loss attributable to noncontrolling interest | -163,548 | ' | -948,220 | ' |
Net loss attributed to CVSL | ($1,517,533) | ($2,616,551) | ($5,663,989) | ($2,613,596) |
Basic and diluted loss per share: | ' | ' | ' | ' |
Weighted average common shares outstanding (in shares) | 487,712,326 | 441,358,097 | 487,712,326 | 439,184,771 |
Net loss per share attributable to CVSL (in dollars per share) | ' | ($0.01) | ($0.01) | ($0.01) |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Consolidated Statements of Comprehensive Income (Loss) | ' | ' | ' | ' |
Net loss | ($1,681,081) | ($2,616,551) | ($6,612,209) | ($2,613,596) |
Other comprehensive income, net of tax: | ' | ' | ' | ' |
Unrealized gain on marketable securities | 183,124 | ' | 183,124 | ' |
Foreign currency translation adjustment | 40,701 | ' | 40,701 | ' |
Other comprehensive income | 223,825 | ' | 223,825 | ' |
Comprehensive loss | ($1,457,256) | ($2,616,551) | ($6,388,384) | ($2,613,596) |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Operating activities: | ' | ' |
Net loss | ($6,612,209) | ($2,613,596) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Goodwill impairment | ' | 2,488,708 |
Depreciation and amortization | 1,265,049 | 1,042 |
Interest expense | 1,015,917 | 781 |
Loss on sales of assets | 15,646 | ' |
Changes in certain assets and liabilities: | ' | ' |
Accounts receivable | -499,367 | -14,428 |
Inventory | 2,481,794 | ' |
Other current assets | -17,545 | -172,110 |
Accounts payable and accrued expenses | 933,301 | 292,188 |
Accounts payable - related party | -428,835 | 33,890 |
Deferred revenue | -259,678 | -8,835 |
Other long-term liabilities | 388,350 | ' |
Net cash (used in) provided by operating activities | -1,717,577 | 7,640 |
Investing activities: | ' | ' |
Investment in marketable securities | -16,237,359 | ' |
Proceeds from the sale of property, plant and equipment | 622,465 | ' |
Cash acquired in acquisition | 103,222 | ' |
Net cash (used in) provided by investing activities | -15,511,672 | ' |
Financing activities: | ' | ' |
Line of credit, net change | 998,992 | ' |
Repayments on long-term debt | -1,064,004 | ' |
Net cash used in financing activities | -65,012 | ' |
Effect of exchange rate changes on cash | -1,601 | ' |
Increase (decrease) in cash | -17,295,862 | 7,640 |
Cash and cash equivalents at beginning of year | 19,032,392 | 8,608 |
Cash and cash equivalents at end of period | 1,736,530 | 16,248 |
Non-cash transactions: | ' | ' |
Convertible note converted to stock | 6,563,555 | ' |
Convertible note issued related to acquisition | 6,500,000 | ' |
Promissory note issued related to acquisition | 4,000,000 | ' |
Stock issued related to acquisition | $1,308,763 | ' |
General
General | 9 Months Ended |
Sep. 30, 2013 | |
General | ' |
General | ' |
(1) General | |
Accounting Principles | |
The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) on a basis consistent with that used in the Annual Report on Form 10-K filed by CVSL Inc. (“CVSL,” and together with its consolidated subsidiaries, the “Company”), formerly Computer Vision Systems Laboratories, Corp. with the Securities and Exchange Commission (“SEC” or “the Commission”) for the year ended December 31, 2012, and include all normal recurring adjustments necessary to present fairly the consolidated balance sheets, statements of income, comprehensive income (loss) and cash flows for the periods indicated. Certain amounts for the prior year have been reclassified to conform to the 2013 presentation. These notes should be read in conjunction with the audited consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2012. The results of operations for the three and nine month periods are not necessarily indicative of the results to be expected for the full year. | |
Use of Estimates | |
The financial statements have been prepared on a GAAP basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Actual results could differ from those estimates made by management. | |
Accounting and Disclosure Changes | |
The Company has added disclosures related to marketable securities and held for sale assets that are disclosed in footnotes (3), (5) and (8). | |
Business Overview and Current Plans | |
CVSL seeks to acquire companies primarily in the direct-selling business and companies potentially engaging in businesses related to direct-selling. The Company owns a controlling interest in The Longaberger Company (“TLC”). TLC is a direct-selling business based in Newark, Ohio that sells premium hand-crafted baskets and a line of products for the home, including pottery, cookware, wrought iron and other home décor products, through a nationwide network of independent sales representatives. TLC also has showrooms in various states, which offer merchandise and serve as sales force support centers. TLC also owns a premier golf course near its corporate headquarters and manufacturing and distribution campus. | |
The Company owns 100% of Happenings Communications Group, Inc. (“HCG”). HCG publishes a monthly magazine, Happenings Magazine that references events and attractions, entertainment and recreation, and people and community in Northeast Pennsylvania. HCG also provides marketing and creative services to various companies, and can provide such services to direct-selling businesses. Services may include creating brochures, sales materials, websites and other communications for independent sales representatives and ultimate customers. As a result, HCG is available to serve as a valuable “in-house” resource for providing marketing and creative services to the direct-selling companies that we expect to acquire. | |
The Company owns 100% of Your Inspiration At Home Pty Ltd. (“YIAH”). YIAH is an innovative and award-winning direct seller of hand-crafted spices from around the world. YIAH originated in Australia and has expanded its operations to North America during the third quarter of 2013. | |
In considering appropriate acquisition targets, we anticipate that we will evaluate companies of varying sizes, generally in the range of $100 million or more in annual revenue. We do not plan to limit our acquisition opportunities to companies of this size, as we will periodically evaluate smaller companies in our targeted space, particularly companies that management believes are accretive or otherwise add value to one or more of our businesses. We generally plan to consider companies that are currently profitable and looking to enhance their growth, as well as companies that have experienced financial and operational difficulties and can, in our opinion, be strengthened by improved strategic and tactical guidance. | |
Acquisitions_Dispositions_and_
Acquisitions, Dispositions and Other Transactions | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Acquisitions, Dispositions and Other Transactions | ' | ||||
Acquisitions, Dispositions and Other Transactions | ' | ||||
(2) Acquisitions, Dispositions and Other Transactions | |||||
Your Inspiration At Home Acquisition | |||||
On August 22, 2013, the Company completed the asset purchase of award-winning YIAH, a direct seller of hand-crafted spice blends and gourmet foods from around the world in consideration of the issuance by the Company of 4,512,975 shares of its common stock, par value $0.0001 (the “Common Stock”). | |||||
Convertible Note Settlement | |||||
On June 14, 2013, in accordance with the mandatory conversion provisions of the Convertible Subordinated Unsecured Promissory Note in the principal amount of $6,500,000 (the “Note”) that the Company issued to the Tamala L. Longaberger Trust (the “Trust”) as part of the consideration of the acquisition of TLC, the Company issued the Trust 32,500,000 shares of Common Stock upon conversion of the Note. | |||||
Equity Contribution | |||||
On June 18, 2013, Rochon Capital Partners, Ltd. entered into an Equity Contribution Agreement with the Company pursuant to which Rochon Capital Partners, Ltd. contributed to the Company for no consideration 32,500,000 shares of Common Stock to offset the shares issued to the Trust. Rochon Capital Partners, Ltd. has also cancelled 4,512,975 shares subsequent to the YIAH acquisition. As a result, the Company’s issued and outstanding shares of Common Stock remained at 487,712,326. The returned shares were cancelled and are not being held as treasury shares. | |||||
The Longaberger Acquisition | |||||
On March 18, 2013, the Company acquired a controlling interest in TLC, a direct-selling business based in Newark, Ohio. The transaction resulted in the Company acquiring 64.6% of the voting stock and 51.7% of all the stock in TLC in return for a $6,500,000 convertible note and a $4,000,000 promissory note. The Company incurred acquisition related costs of approximately $338 thousand recorded during the fourth quarter of 2012, $138 thousand during the first quarter of 2013 and $165 thousand during the second quarter of 2013. The costs were recorded in selling, general and administrative expenses in the consolidated income statements. The acquisition is being accounted for under the purchase method of accounting and as of March 18, 2013 TLC is a consolidated subsidiary of the Company. | |||||
Opening balance sheets | |||||
The following summary represents the fair value of TLC’s and YIAH’s balance sheets as of the respective acquisition dates and is subject to change following management’s final evaluation of the fair value assumptions. | |||||
Assets | |||||
Current assets: | |||||
Cash and cash equivalents | $ | 103,222 | |||
Accounts receivable | 259,602 | ||||
Inventory | 19,892,740 | ||||
Other current assets | 1,074,420 | ||||
Total current assets | 21,329,984 | ||||
Property, plant and equipment | 28,469,390 | ||||
Goodwill | 1,430,250 | ||||
Other assets | 3,946,570 | ||||
Total assets | $ | 55,176,194 | |||
Liabilities and stockholders’ equity | |||||
Current liabilities: | |||||
Accounts payable - trade | $ | 6,391,016 | |||
Accounts payable - related party | 90,861 | ||||
Line of credit payable | 9,319,612 | ||||
Customer advanced payments | 4,132,386 | ||||
Current portion of long-term debt | 354,390 | ||||
Other current liabilities | 4,003,922 | ||||
Total current liabilities | 24,292,187 | ||||
Long-term debt | 9,265,766 | ||||
Total liabilities | 33,557,953 | ||||
Stockholders’ equity: | |||||
Stockholders’ equity attributable to CVSL | 11,808,763 | ||||
Stockholders’ equity attributable to noncontrolling interest | 9,809,478 | ||||
Total stockholders’ equity | 21,618,241 | ||||
Total liabilities and stockholders’ equity | $ | 55,176,194 |
Marketable_Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2013 | |
Marketable Securities | ' |
Marketable Securities | ' |
(3) Marketable Securities | |
The Company’s marketable securities as of September 30, 2013 include fixed income and equity investments that are classified as available for sale. Unrealized gains on the investments included in consolidated statements of other comprehensive income were $183,124 for the three and nine months ended September 30, 2013, respectively. The Company realized gains of $348,716 during the three and nine months ended September 30, 2013, respectively. The gains were included as an offset to selling, general and administrative expenses in the consolidated income statements. | |
Inventory
Inventory | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory | ' | |||||||
Inventory | ' | |||||||
(4) Inventory | ||||||||
Inventories are stated at lower of cost or market. Cost is determined using the first-in, first-out method. Inventory consisted of the following: | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Raw material and supplies | $ | 2,561,092 | $ | — | ||||
Work in process | 410,067 | — | ||||||
Finished goods | 14,427,729 | — | ||||||
$ | 17,398,888 | $ | — |
Assets_Held_for_Sale
Assets Held for Sale | 9 Months Ended |
Sep. 30, 2013 | |
Assets Held for Sale | ' |
Assets Held for Sale | ' |
(5) Assets Held for Sale | |
During the third quarter of 2013, the Company decided to actively market TLC’s Longaberger Golf Club. As result, we reclassified this asset to other current assets on the Company’s consolidated balance sheet. The operating results were immaterial so no separate presentation is included. | |
Property_plant_and_equipment
Property, plant and equipment | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, plant and equipment | ' | |||||||
Property, plant and equipment | ' | |||||||
(6) Property, plant and equipment | ||||||||
Property, plant and equipment are stated at fair value as of the date of the acquisition of TLC or cost and are depreciated using a straight-line method over the estimated useful lives of the assets. The Company assigns each fixed asset a useful life ranging from 5 to 31 years for buildings and improvements and 3 to 10 years for equipment. Repair and maintenance costs are expensed as incurred. Depreciation expense was $499,812 and $1,265,049 for three and nine months ended September 30, 2013, respectively, and $0 for the three and nine months ended September 30, 2012. | ||||||||
Property, plant and equipment consisted of the following: | ||||||||
September 30, 2013 | December 31, 2012 | |||||||
Land and improvements | $ | 3,032,773 | $ | — | ||||
Buildings and improvements | 19,627,272 | — | ||||||
Equipment | 1,172,526 | 34,562 | ||||||
23,832,571 | 34,562 | |||||||
Less accumulated depreciation | 1,198,200 | 33,048 | ||||||
$ | 22,634,371 | $ | 1,514 |
Longterm_debt_and_other_financ
Long-term debt and other financing arrangements | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Long-term debt and other financing arrangements | ' | |||||||||
Long-term debt and other financing arrangements | ' | |||||||||
(7) Long-term debt and other financing arrangements | ||||||||||
The Company’s long-term borrowing consisted of the following: | ||||||||||
Description | Interest rate | September 30, 2013 | December 31, 2012 | |||||||
Convertible Subordinated Unsecured Promissory Note - Richmont Capital Partners V L.P. (including accrued interest) | 4 | % | $ | 20,638,904 | $ | 20,041,644 | ||||
Term loan - KeyBank | 7.7 | %* | 4,517,660 | — | ||||||
Promissory Note - payable to former shareholder of TLC | 2.63 | % | 3,823,647 | — | ||||||
Other, equipment notes | 38,492 | — | ||||||||
Total debt | 29,018,703 | 20,041,644 | ||||||||
Less current maturities | 1,498,828 | — | ||||||||
Long-term debt | $ | 27,519,875 | $ | 20,041,644 | ||||||
* Represents the weighted average interest rate at September 30, 2013. The interest rate is variable based on the agreement described below. | ||||||||||
Convertible Subordinated Unsecured Promissory Note — Richmont Capital Partners V L.P. | ||||||||||
On December 12, 2012 (the “Issuance Date”), the Company signed, closed, and received, as the maker, $20,000,000 in cash proceeds from Richmont Capital Partners V L.P., a Texas limited partnership (“RCP V”), pursuant to a Convertible Subordinated Unsecured Promissory Note, in the original principal amount of $20,000,000 (the “Note”), issued pursuant to a Convertible Subordinated Unsecured Note Purchase Agreement between the Company and RCP V (the “Purchase Agreement”). The Note is (i) an unsecured obligation of the Company and (ii) subordinated to any bank, financial institution, or other lender providing funded debt to the Company or any direct or indirect subsidiary of the Company, including any seller debt financing provided by the owners of any entity(ies) that may be acquired by the Company. Principal payments of $1,333,333 are due and payable on each anniversary of the Issuance Date beginning on the third anniversary of the Issuance Date. A final principal payment, equal to the then unpaid principal balance of the Note, is due and payable on the 10th anniversary of the Issuance Date. The Note bears interest at an annual rate of 4%, which interest is payable on each anniversary of the Issuance Date; provided, however, that interest payable through the third anniversary of the Issuance Date may, at the Company’s option, be paid in kind (“PIK Interest”) and any such PIK Interest will be added to the outstanding principal amount of the Note. Beginning 380 days from the Issuance Date, the Note may be prepaid, in whole or in part, at any time without premium or penalty. | ||||||||||
On June 17, 2013, the Note was amended to extend the date of mandatory conversion of the Note to provide that the Note be mandatorily convertible into shares of Common Stock (subject to a maximum of 64,000,000 shares being issued) within ten days of June 17, 2014. The full amount of the Note (including any and all accrued interest thereon, whether previously converted to principal or otherwise) will be converted (the “Conversion”), into no more than 64,000,000 shares of Common Stock, par value $0.0001, of the Company, at a price of $0.33 per share of Common Stock. | ||||||||||
John Rochon, Jr. is the 100% owner, and is in control, of Richmont Street LLC, the sole general partner of RCP V. Michael Bishop, a director of the Company, is a limited partner of RCP V. John Rochon, Jr. is a director of the Company and the son of John P. Rochon, the Company’s Chairman and Chief Executive Officer. | ||||||||||
Term loan — Key Bank | ||||||||||
In conjunction with the Line of Credit described below, on October 23, 2012, TLC obtained a $6,500,000 term loan from Key Bank. The interest rate on the term loan is either Key Bank’s prime rate plus 5.75% or LIBOR plus 7.50%. The term note is due in monthly installments beginning April 1, 2013 and due in full on October 23, 2015. TLC has paid down the outstanding balance of the term note through monthly amortization payments beginning April 1, 2013 and proceeds of the sale of non-core assets, primarily real estate. TLC will continue to use amounts it receives from sales of non-core assets to reduce the balance on this loan. The term loan and line of credit described below are collateralized by substantially all assets of TLC. Under the agreement, TLC is subject to certain financial covenants, including a fixed charge coverage ratio and limitations on capital expenditures, additional indebtedness, and incurrence of liens. TLC was in compliance with the financial covenants at September 30, 2013. | ||||||||||
Promissory Note — payable to former shareholder of TLC | ||||||||||
On March 14, 2013, the Company issued a $4,000,000 Promissory Note in connection with the Purchase Agreement with TLC. The Promissory Note bears interest at 2.63% per annum, has a ten-year maturity, and is payable in equal monthly installments of outstanding principal and interest. | ||||||||||
Line of Credit—Key Bank | ||||||||||
TLC has a line of credit agreement which expires on October 23, 2015. Under the agreement, TLC has available borrowings up to $15,000,000, limited to a formula primarily based on accounts receivable and inventory. The agreement provides for interest based on Key Bank’s prime rate plus 1.75% or LIBOR plus 3.50%. Interest at September 30, 2013 was 3.94%. The line of credit balance was $8,712,192 of September 30, 2013. | ||||||||||
Line of Credit—UBS Margin Loan | ||||||||||
CVSL has a margin loan agreement with UBS that allows the Company to purchase investments. The maximum loan amount is based on a percentage of marketable securities held by the Company. Interest on the outstanding balance of $1,629,065 was 1.68% at September 30, 2013. The loan is included in the line of credit on the Company’s consolidated balance sheets. | ||||||||||
Outstanding Warrants | ||||||||||
On May 15, 2012, the Company issued 2,666,666 shares of its restricted Common Stock to an investor in satisfaction of $250,000 principal and $16,666 interest due pursuant to a convertible note. In connection with the conversion of that note, the Company granted 1,277,537 warrants to the investor. Each warrant is exercisable into one share of the Company’s Common Stock at the price of $0.50 per share. The warrants are exercisable for a term of two years from the date of grant. Both the restricted common stock and warrants were assumed upon the Share Exchange Agreement dated August 24, 2012 by and among the Company, HCG and Rochon Capital Partners, Ltd. (the “Share Exchange Agreement”). | ||||||||||
On May 16, 2012, the Company issued 2,380,000 shares of its restricted Common Stock to an investor in satisfaction of $225,000 principal and $13,000 interest due pursuant to a convertible note. In connection with the conversion of this note, the Company granted 1,010,137 warrants to the investor. Each warrant is exercisable into one share of the Company’s Common Stock at the price of $0.50 per share. The warrants are exercisable for a term of two years from the date of grant. Both the restricted common stock and the warrants were assumed upon the Share Exchange Agreement. |
Fair_Value
Fair Value | 9 Months Ended |
Sep. 30, 2013 | |
Fair value | ' |
Fair value | ' |
(8) Fair value | |
The Company has established a fair value hierarchy which prioritizes the inputs to the valuation techniques used to measure fair value into three levels. These levels are determined based on the lowest level input that is significant to the fair value measurement. Levels within the hierarchy are defined as follows: | |
Level 1 - Unadjusted quoted prices in active markets for identical assets and liabilities; | |
Level 2 - Quoted prices for similar assets and liabilities in active markets (other than those included in Level 1) which are observable, either directly or indirectly; and | |
Level 3 - Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. | |
The carrying values of cash and cash equivalents, accounts receivable, accounts payable trade and related party and line of credit payable are considered to be representative of their respective fair values. The Company’s available for sale securities (Level 1) was $2,420,250 and (Level 2) $14,000,233. Fair value of property, plant and equipment held for sale (Level 3) was $3,933,373 at September 30, 2013 based on appraised values less costs to sell. The Company does not have other assets or intangible assets measured at fair value on a non-recurring basis at September 30, 2012. The Company did not record any impairment charges for property, plant and equipment for the three and nine months ended September 30, 2013. | |
Income_Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2013 | |
Income Taxes | ' |
Income Taxes | ' |
(9) Income Taxes | |
The Company did not record an income tax provision or benefit for the three and nine months ended September 30, 2013 and 2012 as the Company has a deferred tax asset related to its net operating loss carry forwards which are fully reserved with a valuation allowance at September 30, 2013 and December 31, 2012. | |
Before becoming consolidated subsidiaries of the Company, HCG and TLC reported earnings and losses under the Subchapter S-Corporation election and thereby all taxable income passed through to the shareholders and was taxed at the shareholders’ ordinary tax rates. As a result, there has been no provision for income taxes in the prior years. | |
The acquisition of TLC resulted in the Company recognizing a deferred tax asset which is fully reserved with a valuation allowance. The purchase accounting adjustment for TLC’s property, plant and equipment resulted in a book value lower than the tax book value. | |
Earnings_per_share_attributabl
Earnings per share attributable to CVSL | 9 Months Ended |
Sep. 30, 2013 | |
Earnings per share attributable to CVSL | ' |
Earnings per share attributable to CVSL | ' |
(10) Earnings per share attributable to CVSL | |
In calculating earnings per share, there were no adjustments to net earnings to arrive at earnings for any periods presented. The Company did not include the outstanding warrants as the exercise prices were greater than the average market price and their inclusion would be anti-dilutive. | |
Segment_Information
Segment Information | 9 Months Ended |
Sep. 30, 2013 | |
Segment Information | ' |
Segment Information | ' |
(11) Segment Information | |
CVSL operates in a single operating segment as a direct selling company that sells products for the home, including hand-woven baskets, pottery, spices and wood craft products. These items are sold together with other home products primarily by independent sales consultants in the United States and Australia through home shows and showrooms. | |
TLC also owns a golf course and HCG publishes a monthly magazine yet these businesses individually and in aggregate do not meet the quantitative thresholds to report separately as a reportable segment. In addition, management does not separately evaluate the performance of these businesses. As such, management has determined that the Company operates in one reportable business segment. | |
Related_party_transactions
Related party transactions | 9 Months Ended |
Sep. 30, 2013 | |
Related party transactions | ' |
Related party transactions | ' |
(12) Related party transactions | |
During the fourth quarter of 2012, the Company entered into a Reimbursement of Services Agreement for a minimum of one year with Richmont Holdings. The Company has begun to establish an infrastructure of personnel and resources necessary to identify, analyze, negotiate and conduct due diligence on direct-selling acquisition candidates. However, the Company continues to need advice and assistance in areas related to identification, analysis, financing, due diligence, negotiations and other strategic planning, accounting, tax and legal matters associated with such potential acquisitions. Richmont Holdings and its affiliates have experience in the above areas and the Company wishes to draw upon such experience. In addition, Richmont Holdings had already developed a strategy of acquisitions in the direct-selling industry and has assigned and transfered to the Company the opportunities it has previously analyzed and pursued. The Company has agreed to pay Richmont Holdings a reimbursement fee (the “Reimbursement Fee”) each month equal to One Hundred Fifty Thousand dollars ($150,000), which shall increase by $10,000 after six months, and the Company agreed to reimburse or pay the substantial due diligence, financial analysis, legal, travel and other costs Richmont Holdings incurred in identifying, analyzing, performing due diligence, structuring and negotiating potential transactions. During the three and nine months ended September 30, 2013, the Company recorded $480,000 and $1,390,000, respectively in Expense Reimbursement Fees that were included in selling, general and administrative expense. | |
Other related party transactions include the following discussed at footnote (2) and (7): | |
· Convertible Subordinated Unsecured Promissory Note — Richmont Capital Partners V L.P. | |
· Conversion of Convertible Subordinated Unsecured Promissory Note - Tamala L. Longaberger Trust | |
Subsequent_Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2013 | |
Subsequent Events | ' |
Subsequent Events | ' |
(13) Subsequent Events | |
On October 1, 2013, the Company completed the previously announced acquisition of substantially all the assets of Tomboy Tools Inc., a U.S.-based direct seller of a line of tools designed for women as well as home security monitoring services in consideration of the issuance by the Company of 1,766,979 shares of Common Stock. | |
On October 22, 2013, the Company completed the previously announced acquisition of substantially all the assets of Agel Enterprises, LLC a global direct seller of a line of nutritional products as well as a line of skin care products sold under the brand name AgelessTM. Agel products are sold in 40 countries around the world. Consideration consisted of the issuance by the Company of 7,446,600 shares of Common Stock, delivery of a Purchase Money Note in the principal amount of $1,700,000 and the assumption of certain liabilities. | |
On October 29, 2013, the Company announced it had proposed a business combination with Blyth, Inc. under which CVSL would aquire all public common shares of Blyth for a per share consideration of $16.75. There can be no assurance if and when the combination will be consummated. | |
General_Policies
General (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
General | ' |
Use of Estimates | ' |
Use of Estimates | |
The financial statements have been prepared on a GAAP basis. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses. Actual results could differ from those estimates made by management. | |
Acquisitions_Dispositions_and_1
Acquisitions, Dispositions and Other Transactions (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
Acquisitions, Dispositions and Other Transactions | ' | ||||
Summary of fair value of TLC's and YIAH's balance sheets and changes in managements' final evaluation of fair value assumptions | ' | ||||
Assets | |||||
Current assets: | |||||
Cash and cash equivalents | $ | 103,222 | |||
Accounts receivable | 259,602 | ||||
Inventory | 19,892,740 | ||||
Other current assets | 1,074,420 | ||||
Total current assets | 21,329,984 | ||||
Property, plant and equipment | 28,469,390 | ||||
Goodwill | 1,430,250 | ||||
Other assets | 3,946,570 | ||||
Total assets | $ | 55,176,194 | |||
Liabilities and stockholders’ equity | |||||
Current liabilities: | |||||
Accounts payable - trade | $ | 6,391,016 | |||
Accounts payable - related party | 90,861 | ||||
Line of credit payable | 9,319,612 | ||||
Customer advanced payments | 4,132,386 | ||||
Current portion of long-term debt | 354,390 | ||||
Other current liabilities | 4,003,922 | ||||
Total current liabilities | 24,292,187 | ||||
Long-term debt | 9,265,766 | ||||
Total liabilities | 33,557,953 | ||||
Stockholders’ equity: | |||||
Stockholders’ equity attributable to CVSL | 11,808,763 | ||||
Stockholders’ equity attributable to noncontrolling interest | 9,809,478 | ||||
Total stockholders’ equity | 21,618,241 | ||||
Total liabilities and stockholders’ equity | $ | 55,176,194 |
Inventory_Tables
Inventory (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Inventory | ' | |||||||
Schedule of inventory | ' | |||||||
September 30, 2013 | December 31, 2012 | |||||||
Raw material and supplies | $ | 2,561,092 | $ | — | ||||
Work in process | 410,067 | — | ||||||
Finished goods | 14,427,729 | — | ||||||
$ | 17,398,888 | $ | — |
Property_plant_and_equipment_T
Property, plant and equipment (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
Property, plant and equipment | ' | |||||||
Schedule of property, plant and equipment | ' | |||||||
September 30, 2013 | December 31, 2012 | |||||||
Land and improvements | $ | 3,032,773 | $ | — | ||||
Buildings and improvements | 19,627,272 | — | ||||||
Equipment | 1,172,526 | 34,562 | ||||||
23,832,571 | 34,562 | |||||||
Less accumulated depreciation | 1,198,200 | 33,048 | ||||||
$ | 22,634,371 | $ | 1,514 |
Longterm_debt_and_other_financ1
Long-term debt and other financing arrangements (Tables) | 9 Months Ended | |||||||||
Sep. 30, 2013 | ||||||||||
Long-term debt and other financing arrangements | ' | |||||||||
Schedule of long-term borrowing | ' | |||||||||
Description | Interest rate | September 30, 2013 | December 31, 2012 | |||||||
Convertible Subordinated Unsecured Promissory Note - Richmont Capital Partners V L.P. (including accrued interest) | 4 | % | $ | 20,638,904 | $ | 20,041,644 | ||||
Term loan - KeyBank | 7.7 | %* | 4,517,660 | — | ||||||
Promissory Note - payable to former shareholder of TLC | 2.63 | % | 3,823,647 | — | ||||||
Other, equipment notes | 38,492 | — | ||||||||
Total debt | 29,018,703 | 20,041,644 | ||||||||
Less current maturities | 1,498,828 | — | ||||||||
Long-term debt | $ | 27,519,875 | $ | 20,041,644 | ||||||
* Represents the weighted average interest rate at September 30, 2013. The interest rate is variable based on the agreement described below. |
General_Details
General (Details) (USD $) | 9 Months Ended |
In Millions, unless otherwise specified | Sep. 30, 2013 |
Business overview and current plans | ' |
Minimum annual revenue of acquiree to be considered for acquisition | $100 |
HCG | ' |
Business overview and current plans | ' |
Ownership percentage by parent | 100.00% |
YIAH | ' |
Business overview and current plans | ' |
Ownership percentage by parent | 100.00% |
Acquisitions_Dispositions_and_2
Acquisitions, Dispositions and Other Transactions (Details) (USD $) | Sep. 30, 2013 | Jun. 18, 2013 | Dec. 31, 2012 | Jun. 18, 2013 | Sep. 30, 2013 | Jun. 14, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 18, 2013 | Jun. 14, 2013 | Aug. 22, 2013 |
Rochon Capital | TLC and YIAH | TLC | TLC | TLC | TLC | TLC | TLC | Your Inspiration At Home Acquisition Ltd | ||||
Convertible notes one | ||||||||||||
The Tamala L. Longaberger Recoverable Trust | ||||||||||||
Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of Note | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $6,500,000 | ' |
Common stock issued to settle convertible notes (in shares) | ' | ' | ' | ' | ' | 32,500,000 | ' | ' | ' | ' | ' | ' |
Consideration for transfer of shares | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares transferred in private transaction | ' | ' | ' | 32,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Shares cancelled subsequent to acquisition | ' | ' | ' | 4,512,975 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock issued (in shares) | 487,712,326 | 487,712,326 | 487,712,326 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding common stock (in shares) | 487,712,326 | 487,712,326 | 487,712,326 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership interest acquired of the voting stock (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64.60% | ' | ' |
Ownership interest acquired of all the stock (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51.70% | ' | ' |
Value of convertible note | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,500,000 | ' | ' |
Value of promissory note | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' |
Acquisition related costs | ' | ' | ' | ' | ' | ' | 165,000 | 138,000 | 338,000 | ' | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | ' | ' | 103,222 | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | 259,602 | ' | ' | ' | ' | ' | ' | ' |
Inventory | ' | ' | ' | ' | 19,892,740 | ' | ' | ' | ' | ' | ' | ' |
Other current assets | ' | ' | ' | ' | 1,074,420 | ' | ' | ' | ' | ' | ' | ' |
Total current assets | ' | ' | ' | ' | 21,329,984 | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | 28,469,390 | ' | ' | ' | ' | ' | ' | ' |
Goodwill | ' | ' | ' | ' | 1,430,250 | ' | ' | ' | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | 3,946,570 | ' | ' | ' | ' | ' | ' | ' |
Total assets | ' | ' | ' | ' | 55,176,194 | ' | ' | ' | ' | ' | ' | ' |
Current liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable - trade | ' | ' | ' | ' | 6,391,016 | ' | ' | ' | ' | ' | ' | ' |
Accounts payable - related party | ' | ' | ' | ' | 90,861 | ' | ' | ' | ' | ' | ' | ' |
Line of credit payable | ' | ' | ' | ' | 9,319,612 | ' | ' | ' | ' | ' | ' | ' |
Customer advanced payments | ' | ' | ' | ' | 4,132,386 | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt | ' | ' | ' | ' | 354,390 | ' | ' | ' | ' | ' | ' | ' |
Other current liabilities | ' | ' | ' | ' | 4,003,922 | ' | ' | ' | ' | ' | ' | ' |
Total current liabilities | ' | ' | ' | ' | 24,292,187 | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | ' | ' | ' | 9,265,766 | ' | ' | ' | ' | ' | ' | ' |
Total liabilities | ' | ' | ' | ' | 33,557,953 | ' | ' | ' | ' | ' | ' | ' |
Stockholders' equity: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' equity attributable to CVSL | ' | ' | ' | ' | 11,808,763 | ' | ' | ' | ' | ' | ' | ' |
Stockholders' equity attributable to noncontrolling interest | ' | ' | ' | ' | 9,809,478 | ' | ' | ' | ' | ' | ' | ' |
Total stockholders' equity | ' | ' | ' | ' | 21,618,241 | ' | ' | ' | ' | ' | ' | ' |
Total liabilities and stockholders' equity | ' | ' | ' | ' | $55,176,194 | ' | ' | ' | ' | ' | ' | ' |
Common stock issuable in consideration (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,512,975 |
Par value of common stock issuable in consideration (in dollars per share) | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | $0.00 |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
Marketable Securities | ' | ' |
Unrealized gains on the investments | $183,124 | $183,124 |
Realized gain on investment | $348,716 | $348,716 |
Inventory_Details
Inventory (Details) (USD $) | Sep. 30, 2013 |
Inventory | ' |
Raw material and supplies | $2,561,092 |
Work in process | 410,067 |
Finished goods | 14,427,729 |
Inventory | $17,398,888 |
Property_plant_and_equipment_D
Property, plant and equipment (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Property, plant and equipment | ' | ' | ' | ' | ' |
Depreciation expense | $499,812 | $0 | $1,265,049 | $0 | ' |
Property, plant and equipment, gross | 23,832,571 | ' | 23,832,571 | ' | 34,562 |
Less accumulated depreciation | 1,198,200 | ' | 1,198,200 | ' | 33,048 |
Property, plant and equipment, net | 22,634,371 | ' | 22,634,371 | ' | 1,514 |
Land and improvements | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 3,032,773 | ' | 3,032,773 | ' | ' |
Buildings and improvements | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | 19,627,272 | ' | 19,627,272 | ' | ' |
Buildings and improvements | Minimum | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' |
Useful life of fixed asset | ' | ' | '5 years | ' | ' |
Buildings and improvements | Maximum | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' |
Useful life of fixed asset | ' | ' | '31 years | ' | ' |
Equipment | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' |
Property, plant and equipment, gross | $1,172,526 | ' | $1,172,526 | ' | $34,562 |
Equipment | Minimum | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' |
Useful life of fixed asset | ' | ' | '3 years | ' | ' |
Equipment | Maximum | ' | ' | ' | ' | ' |
Property, plant and equipment | ' | ' | ' | ' | ' |
Useful life of fixed asset | ' | ' | '10 years | ' | ' |
Longterm_debt_and_other_financ2
Long-term debt and other financing arrangements (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||||
15-May-12 | 16-May-12 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Jun. 17, 2013 | Dec. 12, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Jun. 17, 2013 | Sep. 30, 2013 | Oct. 23, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Mar. 14, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2013 | 15-May-12 | 16-May-12 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 14, 2013 | |
John Rochon, Jr. | Convertible notes three | Convertible notes three | Convertible notes three | Convertible notes three | Convertible notes three | Term loan - Key Bank | Term loan - Key Bank | Term loan - Key Bank | Term loan - Key Bank | Promissory Note - payable to former shareholder of TLC | Promissory Note - payable to former shareholder of TLC | Other, equipment notes | Line of Credit - Key Bank | Line of Credit - Key Bank | Line of Credit - Key Bank | Line of Credit - Key Bank | Convertible notes two | Convertible notes two | Line of credit - UBS Margin Loan | Line of credit - UBS Margin Loan | Convertible notes one | |||||
Richmont Street LLC | RCP V | RCP V | RCP V | RCP V | RCP V | Key Bank's prime rate | LIBOR | TLC | TLC | Maximum | Key Bank's prime rate | LIBOR | Maximum | The Tamala L. Longaberger Recoverable Trust | ||||||||||||
Maximum | TLC | |||||||||||||||||||||||||
Convertible Notes Payable and Loans Payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total debt | ' | ' | $29,018,703 | $20,041,644 | ' | ' | ' | $20,638,904 | $20,041,644 | ' | $4,517,660 | ' | ' | ' | ' | $3,823,647 | $38,492 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less current maturities | ' | ' | 1,498,828 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt | ' | ' | 27,519,875 | 20,041,644 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.94% | ' | ' | ' | ' | ' | 1.68% | ' | ' |
Notes issued by the Company | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate of convertible agreements (as a percent) | ' | ' | ' | ' | ' | ' | 4.00% | 4.00% | ' | ' | 7.70% | ' | ' | ' | 2.63% | 2.63% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in dollars per share) | ' | ' | ' | ' | ' | $0.33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | 6,500,000 | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | 250,000 | 225,000 | ' | ' | 6,500,000 |
Annual principal payments | ' | ' | ' | ' | ' | ' | 1,333,333 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period from the Issuance Date after which debt can be prepaid | ' | ' | ' | ' | ' | '10 days | '380 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of common stock issuable on conversion (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 64,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Par value of common stock (in dollars per share) | ' | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Basis of interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Key Bank's prime rate | 'LIBOR | ' | ' | ' | ' | ' | 'Key Bank's prime rate | 'LIBOR | ' | ' | ' | ' | ' |
Interest rate (as a percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.75% | 7.50% | ' | ' | ' | ' | ' | 1.75% | 3.50% | ' | ' | ' | ' | ' |
Term of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Available borrowings | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' |
Line of credit outstanding balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,712,192 | ' | ' | ' | ' | ' | 1,629,065 | ' | ' |
Loan limit as a percentage of marketable securities held | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | ' |
Restricted common stock issued (in shares) | 2,666,666 | 2,380,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest on debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $16,666 | $13,000 | ' | ' | ' |
Number of warrants granted (in shares) | 1,277,537 | 1,010,137 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares into which warrants are exercisable | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise price of warrants (in dollars per share) | $0.50 | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercisable term of warrants | '2 years | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Details
Fair Value (Details) (USD $) | Sep. 30, 2013 |
Recurring Basis | Level 1 | ' |
Fair value | ' |
Available for sale securities | $2,420,250 |
Recurring Basis | Level 2 | ' |
Fair value | ' |
Available for sale securities | 14,000,233 |
Nonrecurring Basis | Level 3 | ' |
Fair value | ' |
Fair value of property, plant and equipment held for sale | $3,933,373 |
Earnings_per_share_attributabl1
Earnings per share attributable to CVSL (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Earnings per share attributable to CVSL | ' | ' | ' | ' |
Adjustments to net earnings to arrive at earnings | $0 | $0 | $0 | $0 |
Segment_Information_Details
Segment Information (Details) | 9 Months Ended |
Sep. 30, 2013 | |
item | |
Segment Information | ' |
Number of reportable business segments in which entity operates | 1 |
Related_party_transactions_Det
Related party transactions (Details) (Richmont Holdings, USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | |
Related party transactions | ' | ' | ' |
Reimbursement fee payable per month | ' | $150,000 | ' |
Increase in reimbursement fee payable after six months | ' | 10,000 | ' |
Expense Reimbursement Fees | $480,000 | ' | $1,390,000 |
Minimum | ' | ' | ' |
Related party transactions | ' | ' | ' |
Term of agreement | ' | '1 year | ' |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent events, USD $) | Oct. 29, 2013 | Oct. 01, 2013 | Oct. 22, 2013 |
Blyth, Inc. | Tomboy Tools Inc. | Agel Enterprises, LLC | |
item | |||
Subsequent events | ' | ' | ' |
Common stock issuable in consideration (in shares) | ' | 1,766,979 | 7,446,600 |
Number of countries in which products are sold | ' | ' | 40 |
Consideration (in dollars per share) | $16.75 | ' | ' |
Principal amount of purchase money note | ' | ' | $1,700,000 |