Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 13, 2015 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | CVSL INC. | |
Entity Central Index Key | 1,403,085 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2015 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Trading Symbol | CVSL | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 34,367,095 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 6,436 | $ 2,606 |
Marketable securities, at fair value | 5,967 | 991 |
Accounts receivable, net | 3,966 | 450 |
Inventory, net | 20,289 | 14,759 |
Other current assets | 3,373 | 2,482 |
Total current assets | 40,031 | 21,288 |
Restricted cash | 3,027 | 0 |
Sale leaseback security deposit | 4,414 | 4,414 |
Property, plant and equipment, net | 8,429 | 8,191 |
Leased property, net | 14,834 | 15,361 |
Goodwill | 5,246 | 4,095 |
Intangibles, net | 3,458 | 3,558 |
Other assets | 353 | 400 |
Total assets | 79,792 | 57,307 |
Current liabilities: | ||
Accounts payable | 12,515 | 8,436 |
Related party payables, net | 635 | 127 |
Lines of credit | 99 | 105 |
Accrued commissions | 4,056 | 3,319 |
Accrued liabilities | 8,316 | 4,612 |
Deferred revenue | 2,490 | 2,982 |
Current portion of long-term debt | 949 | 974 |
Accrued taxes payable | 3,842 | 2,693 |
Other current liabilities | 3,027 | 1,404 |
Total current liabilities | 35,929 | 24,652 |
Long-term debt, net of current portion | 7,015 | 4,316 |
Lease liability, net of current portion | 15,765 | 15,774 |
Other long-term liabilities | 2,353 | 3,582 |
Total liabilities | $ 61,062 | $ 48,324 |
Commitments & contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, par value $0.001 per share, 500,000 authorized | $ 0 | $ 0 |
Common stock, par value $0.0001 per share, 250,000,000 shares authorized; 34,367,095 and 27,599,012 shares issued and outstanding as of June 30, 2015 and December 31, 2014, respectively | 4 | 3 |
Additional paid-in capital | 55,468 | 37,097 |
Accumulated other comprehensive income | 174 | 321 |
Accumulated deficit | (38,730) | (32,159) |
Total stockholders' equity attributable to CVSL Inc. | 16,916 | 5,262 |
Stockholders' equity attributable to non-controlling interest | 1,814 | 3,721 |
Total stockholders' equity | 18,730 | 8,983 |
Total liabilities and stockholders' equity | $ 79,792 | $ 57,307 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 34,367,095 | 27,599,012 |
Common stock, shares outstanding | 34,367,095 | 27,599,012 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenue | $ 35,742 | $ 24,586 | $ 54,961 | $ 51,257 |
Program costs and discounts | (2,998) | (5,220) | (5,160) | (10,196) |
Net revenue | 32,744 | 19,366 | 49,801 | 41,061 |
Costs of sales | 10,955 | 5,863 | 16,365 | 13,879 |
Gross profit | 21,789 | 13,503 | 33,436 | 27,182 |
Commissions and incentives | 12,612 | 6,005 | 18,480 | 12,978 |
Gain on sale of assets | (40) | (141) | (83) | (407) |
Selling, general and administrative | 10,829 | 11,301 | 20,269 | 20,389 |
Depreciation and amortization | 678 | 445 | 1,308 | 1,066 |
Impairment of goodwill | 192 | 0 | 192 | 0 |
Operating loss | (2,482) | (4,107) | (6,730) | (6,844) |
Loss on marketable securities | 0 | 58 | 7 | 552 |
Interest expense, net | 745 | 213 | 1,341 | 479 |
Loss from operations before income tax provision | (3,227) | (4,378) | (8,078) | (7,875) |
Income tax provision | 192 | 213 | 386 | 492 |
Net loss | (3,419) | (4,591) | (8,464) | (8,367) |
Net loss attributable to non-controlling interest | 1,726 | 1,046 | 1,892 | 1,686 |
Net loss attributable to CVSL Inc. | $ (1,693) | $ (3,545) | $ (6,572) | $ (6,681) |
Basic and diluted loss per share: | ||||
Weighted average common shares outstanding | 34,367,095 | 24,400,893 | 32,017,582 | 24,403,486 |
Loss per common share attributable to common stockholders, basic and diluted (in dollars per share) | $ (0.05) | $ (0.15) | $ (0.21) | $ (0.27) |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (3,419) | $ (4,591) | $ (8,464) | $ (8,367) |
Other comprehensive gain, net of tax: | ||||
Unrealized gain on marketable securities | 0 | 184 | 7 | 653 |
Foreign currency translation adjustment gain (loss) | (463) | 44 | (153) | 34 |
Other comprehensive gain (loss) | (463) | 228 | (146) | 687 |
Comprehensive loss | (3,882) | (4,363) | (8,610) | (7,680) |
Comprehensive loss attributable to non-controlling interests | 1,726 | 1,046 | 1,892 | 1,686 |
Comprehensive loss attributable to CVSL Inc. | $ (2,156) | $ (3,317) | $ (6,718) | $ (5,994) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Operating activities: | ||
Net loss | $ (8,464,000) | $ (8,367,000) |
Adjustments to reconcile net loss to net cash used in operating activities net of effect of acquisitions | ||
Depreciation and amortization | 1,308,000 | 1,224,000 |
(Gain) Loss on marketable securities | 7,000 | 552,000 |
Interest expense | 0 | 400,000 |
Share-based compensation | (1,197,000) | 398,000 |
Provision for doubtful accounts | 220,000 | 140,000 |
Provision for obsolete inventory | 0 | 41,000 |
Gain on sales of assets | (83,000) | (407,000) |
Deferred income tax | 73,000 | 89,000 |
Goodwill impairment | 192,000 | 0 |
Changes in certain assets and liabilities: | ||
Accounts receivable | (748,000) | (136,000) |
Inventory | 754,000 | 1,182,000 |
Other current assets | 5,000 | (161,000) |
Accounts payable | 522,000 | (168,000) |
Related party payables, net | 507,000 | (277,000) |
Accrued commissions | 737,000 | 666,000 |
Accrued liabilities | 3,704,000 | (100,000) |
Deferred revenue | (491,000) | 1,289,000 |
Taxes payable | 1,077,000 | 811,000 |
Other liabilities | (3,798,000) | (2,187,000) |
Net cash used in operating activities | (5,675,000) | (5,011,000) |
Investing activities: | ||
Capital expenditures | (407,000) | (645,000) |
Proceeds from the sale of property, plant and equipment | 187,000 | 1,831,000 |
Purchase of investments available for sale | (18,876,000) | 0 |
Sale of marketable securities | 13,900,000 | 6,238,000 |
Proceeds from note receivable | 1,000 | 0 |
Acquisitions, net of cash purchased | (3,137,000) | 2,000 |
Net cash (used in) provided by investing activities | (8,332,000) | 7,426,000 |
Financing activities: | ||
Borrowings on long-term debt and revolving credit facility | 3,137,000 | 42,000 |
Payments on debt | (477,000) | (2,662,000) |
Stock issuances | 18,357,000 | 0 |
Cash held as collateral | (3,027,000) | 0 |
Net cash (used in) provided by financing activities | 17,990,000 | (2,620,000) |
Effect of exchange rate changes on cash | (153,000) | 505,000 |
Increase in cash | 3,830,000 | 300,000 |
Cash and cash equivalents at beginning of period | 2,606,000 | 3,877,000 |
Cash and cash equivalents at end of period | 6,436,000 | 4,177,000 |
Cash paid during the period for: | ||
Interest | 595,000 | 130,000 |
Income taxes | $ 0 | $ 517,000 |
General
General | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
General | General Interim Financial Information The accompanying unaudited condensed consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to those rules and regulations. The Company believes that the disclosures made are adequate to make the information presented not misleading. The accompanying unaudited interim condensed consolidated financial statements of CVSL Inc. reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of our financial position, results of operations and cash flows for the interim periods on a consistent basis with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or that of a full year. The Condensed Consolidated Balance Sheet at December 31, 2014 is derived from the December 31, 2014 audited financial statements. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements included in our Annual Report on Form 10-K/A filed by CVSL Inc. ("CVSL" or "the Company," and together with the Company's consolidated subsidiaries, "we", "us" and "our"), for the year ended December 31, 2014, filed with the SEC on March 23, 2015 ("Form 10-K/A"). All significant intercompany accounts and transactions have been eliminated in these condensed consolidated financial statements. Business combinations accounted for as purchases are included in the condensed consolidated financial statements from their respective dates of acquisition. Significant Accounting Policies There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2015 , as compared with those disclosed in the Company’s consolidated financial statements in the Annual Report on Form 10-K/A for the year ended December 31, 2014. Reclassifications Prior period financial statement amounts have been reclassified to conform to current period presentation. Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the consolidated financial statements. Actual results could differ significantly from those estimates. Significant Adjustments All adjustments that, in the opinion of management, are necessary for a fair presentation for the periods presented have been reflected as required by Regulation S-X, Rule 10-01. The Company has two share-based compensation plans, the 2013 Director Smart Bonus Unit Plan and 2013 Smart Bonus Unit Award Plan. These plans provide for the issuance of a bonus for stock appreciation. A Committee comprised of members of the Board of Directors approves all awards that are granted under our share-based compensation plan. We classify the awards as a liability as the value of the award will be settled in cash, notes, or stock. Collectively the 2013 Director Smart Bonus Unit Plan and 2013 Smart Bonus Unit Award Plans are referred herein as The Stock Appreciation Rights Program (“SARs Program”), vest over a period of three years and have a contractual term of five years. The liability related to these awards is included in other long-term liabilities on our condensed consolidated balance sheets. In accordance with ASC 718-30-35-3, a public entity shall measure a liability award under a share-based payment arrangement based on the award’s fair value remeasured at each reporting date until the date of settlement. Therefore, to reflect the change in the award's fair value, management adjusted the liability of the SARs Program from approximately $1.1 million at March 31, 2015 to $26,684 at June 30, 2015 . However, Management identified that approximately $1.1 million of the adjustment should have been recorded in the three months ended March 31, 2015, but was ultimately recorded with the overall fair value adjustment in the three months ended June 30, 2015. Had the adjustment been recorded in the three months ended March 31, 2015 it would have been a reduction in both long term liabilities and net loss, due to an increase in selling, general and administrative expense on the condensed consolidated statement of operations, by approximately $1.1 million . The table below breaks down the correct balance of the liability at each reporting period (in thousands): June 30, 2015 December 31, 2014 Share based liability $ 25 $ 1,222 Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Change in fair value of liability $ (37 ) $ (1,197 ) In addition, as a result of our IT system conversion at The Longaberger Company ("TLC") we discovered certain accounting errors impacting the three months ended March 31, 2015. The most significant of these accounting errors was that certain cash payments were not appropriately applied to accounts payable resulting in an overstatement of cash and accounts payable of approximately $1.4 million . Deferred revenues and cash were understated by approximately $1.3 million . Additionally, a commissions application did not appropriately calculate the commission resulting in an understatement of both commissions payable and net loss by approximately $1.1 million . Management has evaluated these errors for the three months ended March 31,2015 and has concluded these adjustments are immaterial to the March 31, 2015 financial statements, as well as to the results for the period ended June 30, 2015. Accounts Receivable The carrying value of our accounts receivable, net of allowance for doubtful accounts, represents their estimated net realizable value. We estimate the allowance for doubtful accounts based on type of customer, age of outstanding receivable, historical collection trends, and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be unrealizable, further consideration is given to the collectability of those balances, and the allowance is adjusted accordingly. Receivable balances deemed uncollectible are written off against the allowance. We have recorded an allowance for doubtful accounts of $220,000 and $170,000 at June 30, 2015 and December 31, 2014 , respectively. Income Taxes CVSL and its U.S. subsidiaries (excluding TLC) file a consolidated Federal income tax return. Deferred income taxes are provided for temporary differences between financial statement and tax bases of asset and liabilities. Benefits from tax credits are reflected currently in earnings. We record income tax positions based on a more likely than not threshold that the tax positions will be sustained on examination by the taxing authorities having full knowledge of all relevant information. Translation of Foreign Currencies The functional currency of our foreign subsidiaries is the local currency of their country of domicile. Assets and liabilities of the foreign subsidiaries are translated into U.S. dollar amounts at period-end exchange rates. Revenue and expense accounts are translated at the weighted-average rates for the quarterly accounting period to which they relate. Equity accounts are translated at historical rates. Foreign currency translation adjustments are accumulated as a component of other comprehensive income. Management has determined the functional currency of each primary operating subsidiary by evaluating indicators such as cash flows, sales prices, sales markets, expenses, financing, and intra-entity transactions and arrangements. We have listed below our primary operating subsidiaries for each of our companies and their functional and reporting currencies. Subsidiary Functional Currency Reporting Currency The Longaberger Company USD USD Uppercase Acquisition, Inc. USD USD CVSL TBT LLC USD USD My Secret Kitchen, Ltd. GBP USD Your Inspiration At Home Pty Ltd. AUD USD Paperly, Inc. USD USD Happenings Communications Group, Inc. USD USD Agel Enterprises Inc. USD USD Kleeneze Ltd. GBP USD Revenue Recognition and Deferred Revenue In the ordinary course of business we receive payments, primarily via credit card, for the sale of products at the time customers place orders. Sales and related fees such as shipping and handling, net of applicable sales discounts, are recorded as revenue when the product is shipped and when title and the risk of ownership passes to the customer. The Company presents revenues net of any taxes collected from customers which are remitted to governmental authorities. Payments received for undelivered products are recorded as deferred revenue and are included in current liabilities on the Company’s consolidated balance sheets. Certain incentives offered on the sale of our products, including sales discounts, described in the paragraph below are classified as program costs and discounts. A provision for product returns and allowances is recorded and is founded on historical experience and is classified as a reduction of revenues. At June 30, 2015 and 2014 , our allowance for sales returns totaled $309,000 and $227,000 , respectively. Recent Accounting Pronouncements In January 2015 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2015-01 (ASU 2015-01), Income Statement - Extraordinary Items and Unusual Items . The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. ASU 2015-01 eliminates the concept of extraordinary items from GAAP. We are in the process of assessing the effects of the application of the new guidance on our financial statements. In February 2015 the FASB issued Accounting Standards Update 2015-02 (ASU 2015-02), Amendments to the Consolidation Analysis . The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new consolidation standard changes the criteria a reporting enterprise uses to evaluate if certain legal entities, such as limited partnerships and similar entities, should be consolidated. We are in the process of assessing the effects of the application of the new guidance on our financial statements. In April 2015 the FASB issued Accounting Standards Update 2015-03 (ASU 2015-03), Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new standard requires debt issuance costs to be classified as reductions to the face value of the related debt. We do not expect ASU 2015-03 to materially affect our financial position until we issue new debt. In July 2015, the FASB issued Accounting Standards Update 2015-11 (ASU 2015-11) to simplify the subsequent measurement of inventory. The new standard requires that inventory be measured at the lower of cost or net realizable value. The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2016. Early application is permitted as of the beginning of an interim or annual reporting period. |
Acquisitions, Dispositions and
Acquisitions, Dispositions and Other Transactions | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Acquisitions, Dispositions and Other Transactions | Acquisitions, Dispositions and Other Transactions Kleeneze On March 24, 2015, we completed the acquisition of Kleeneze Limited (“Kleeneze”), a direct-to-consumer business based in the United Kingdom. Kleeneze offers a wide variety of cleaning, health, beauty, home, outdoor and other products to customers across the United Kingdom and Ireland. Pursuant to the terms of a Share Purchase Agreement with Findel Plc (“Findel”), the Company purchased 100% of the shares of Kleeneze from Findel for total consideration of $5.1 million . The consideration included $3.0 million of senior secured debt provided by HSBC Bank PLC, which has a term of two years and an interest rate per annum of 0.60% over the Bank of England Base Rate as published from time to time (an interest rate of approximately 1.1% at the time of the purchase). The remaining $2.1 million of consideration consisted of cash. Approximately $1.9 million in cash remained with the Company at closing. The following summary represents the preliminary estimate of fair value of Kleeneze as of the acquisition date, March 24, 2015, and is subject to change following management’s final evaluation of the purchase price allocation and fair value assumptions. (in thousands) Consideration $ 5,100 Amounts recognized for assets acquired and liabilities assumed: Current assets 12,164 Other long-term assets 624 Current liabilities 9,030 Net assets acquired $ 3,758 Goodwill and intangible assets $ 1,342 Pro-forma Consolidated Statement of Operations The following unaudited pro-forma financial information presents the Company's consolidated financial results for the three and six months ended June 30, 2015 and 2014 as if the acquisition had occurred as of January 1, 2014 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Operations Revenues $ 35,742 $ 40,092 $ 67,773 $ 83,238 Net loss (3,419 ) (4,049 ) (8,643 ) (7,366 ) Net loss attributable to CVSL Inc. (1,693 ) (3,003 ) (6,751 ) (5,680 ) Loss per common share attributable to CVSL Inc., basic and diluted $ (0.05 ) $ (0.12 ) $ (0.21 ) $ (0.23 ) Notes to Pro-forma Unaudited Condensed Consolidated Financial Statement These pro-forma results have been prepared for comparative purposes only and are not necessarily indicative of the results of operations that actually would have resulted had the acquisition been effective at the beginning of the respective periods and are not necessarily representative of future results. The pro-forma results include the following adjustments: • Losses were incurred as a result of the write down of intercompany receivables in the amount of $33.1 million that were forgiven prior to and in accordance with the transaction. As these losses were direct and one-time events related specifically to the acquisition, we have excluded these items from the pro-forma financials above; • The pro-forma results above exclude $113,000 in transaction costs. The revenues and earnings of Kleeneze since the acquisition date that have been included in our condensed consolidated financial statements for the three and six months ended June 30, 2015 were as follows: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Revenues $ 13,116 $ 13,485 Net income (loss), net of intercompany items $ 22 $ (258 ) Kleeneze net income (loss) in the table above is presented net of intercompany expenses of $404,000 for the three and six months ended June 30, 2015 . Uppercase Living On March 14, 2014, Uppercase Acquisition Inc. (“UAI”), a wholly-owned subsidiary of the Company, acquired substantially all the assets of Uppercase Living, LLC, a direct-to-consumer company that sells an extensive line of customizable vinyl expressions for display on walls. UAI assumed certain liabilities and agreed to issue 254,490 shares of our common stock, par value $0.0001 ("Common Stock") to the seller at a fair value of $96,706 on the acquisition date. The Company also agreed to deliver 323,897 shares of its common stock at a fair value of $123,081 to an escrow account for up to 24 months that will be issued to the seller upon remediation of certain close conditions. Since the Company did not deliver the shares of our Common Stock until April 2014, we recorded a payable at March 31, 2014 of $219,787 . The payable was relieved in April 2014 once the stock was issued to the seller. The Company also agreed to pay the seller three subsequent contingent payments equal to 10% of Earnings before Interest, Taxes, Depreciation and Amortization ("EBITDA") for each of the years ending 2014 to 2016. There have been no payments related to this contingency, to date, and no liability is recorded on our balance sheet related to a contingent payment for UAI due to the Company's belief that it is not probable that UAI will achieve positive EBITDA during the period of the contingent payment. Goodwill arising from the transaction totaled $469,065 . Dispositions On July 31, 2014, CVSL and our subsidiary TLC and CFI NNN Raiders, LLC. ("CFI"), entered into a Sale Leaseback Agreement (the "Sale Leaseback Agreement") pursuant to which TLC agreed to sell to CFI certain real estate owned by TLC and used by TLC in its manufacturing, distribution and showroom activities. The real estate described in the Sale Leaseback Agreement was purchased by CFI, for an aggregate purchase price of $15.8 million . A gain on sale of approximately $2.5 million was recorded associated with the sale. Because the transaction was part of a Sale Leaseback agreement that is being accounted for as a capital lease, the gain has been deferred and will be recognized over the fifteen ( 15 ) year life of the Sale Leaseback Agreement. Public Offering On March 4, 2015 the Company closed an underwritten public offering of 6,667,000 shares of common stock and warrants to purchase up to an aggregate of 6,667,000 shares of common stock at a combined offering price of $3.00 . CVSL granted the underwriters a 45 -day option to purchase up to an additional 1,000,050 shares of common stock and/or warrants to purchase up to an aggregate of 1,000,050 shares of common stock to cover additional over-allotments and the underwriters. On March 4, 2015, the underwriters exercised a portion of the over-allotment option with respect to 113,200 warrants. No options were exercised as it relates to shares of common stock. The over-allotment option has expired and no additional shares of common stock or warrants were exercised. In addition, warrants for an additional 166,675 shares with the same terms mentioned previously were issued to CVSL’s underwriters per the terms of the Underwriting Agreement. The warrants have a per share exercise price of $3.75 , are exercisable immediately and will expire five years from the date of issuance. The exercise price of the warrant is subject to anti-dilutive adjustments (such as stock splits, stock dividends, recapitalizations or other similar events). There are no cash settlement alternatives associated with the warrant agreements that would require the Company to pay a holder of such warrant cash at exercise or at any other event. The fair value of the warrants is approximately $9.0 million as calculated using the Black Scholes model. In accordance with US GAAP, the Company has accounted for the warrants as equity instruments. The Warrants will be exercisable at any time a registration statement registering the issuance of the shares of Common Stock underlying the Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise. If a registration statement registering the issuance of the shares of Common Stock underlying the warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Warrant. A holder of Warrants will not have the right to exercise any portion of the Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99% upon at least 61 days’ prior notice from the holder to us. Possible Issuance of Additional Common Stock under Share Exchange Agreement Under a certain Share Exchange Agreement with Rochon Capital, which was amended during the fourth quarter of 2014 (the "Amended Share Exchange Agreement") Rochon Capital has rights to be issued the 25,240,676 shares of our common stock (the "Second Tranche Parent Stock") upon the public announcement that a person or group of affiliated or associated persons has become an Acquiring Person (as defined below), or upon the commencement or announcement of a tender or exchange offer which would result in any person or group becoming an Acquiring Person. In such event, the Second Tranche Parent Stock will be issued to Rochon Capital, or a Permitted Transferee to whom the right has been transferred, within ten ( 10 ) days of its written request, which request shall be in its sole discretion. A person or group of affiliated or associated persons becomes an "Acquiring Person," thus triggering the issuance of the Second Tranche Parent Stock to Rochon Capital, or a Permitted Transferee to whom the right has been transferred, upon acquiring, subsequent to the date of the Amended Share Exchange Agreement, beneficial ownership of 15% or more of the shares of our common stock then outstanding. The term "Acquiring Person" shall not include (1) any person who acquires 15% or more of our shares of common stock in a transaction approved by John P. Rochon, (2) any affiliates of John P. Rochon or (3) any family members of John P. Rochon. |
Marketable Securities
Marketable Securities | 6 Months Ended |
Jun. 30, 2015 | |
Investments, Debt and Equity Securities [Abstract] | |
Marketable Securities | Marketable Securities Our marketable securities as of June 30, 2015 include fixed income and equity investments classified as available for sale. At June 30, 2015 , the fair value of the equity securities totaled $0 and the fair value of the fixed income securities totaled $6.0 million . At December 31, 2014 , the fair value of the equity securities totaled $0 and the fair value of the fixed income securities totaled approximately $1.0 million . The cost of marketable securities purchases, net of proceeds from sales, during the six months ended June 30, 2015 totaled $5.0 million . The proceeds from the sales of our marketable securities total $6.2 million for the six months ended June 30, 2014 . Unrealized gains on the investments included in consolidated statements of other comprehensive income were $0 and $184,000 for the three months ended June 30, 2015 and 2014 , respectively. Unrealized gains on the investments included in consolidated statements of other comprehensive income were $7,000 and $653,000 for the six months ended June 30, 2015 and 2014 , respectively. Our realized losses from the sale of our marketable securities totaled $0 and $58,000 for the three months ended June 30, 2015 and 2014 , respectively. Our realized losses from the sale of our marketable securities totaled $7,000 and $552,000 for the six months ended June 30, 2015 and 2014 , respectively. The unrealized loss has been in that position for less than one year. Accordingly, management does not believe that the investments have experienced any other than temporary losses. The Company elected fair value option to value the available for sale securities. These securities are Level 1 securities estimated based on quoted prices in active markets. In measuring the securities at an alternative adjusted cost basis, the adjusted cost equals the fair value reported as there were no unrealized gains or losses on the available for sale securities for the three months ended June 30, 2015 and the three months ended June 30, 2014 . As of June 30, 2015 our marketable securities investments had an effective maturity of 1.24 years and an average effective duration of 0.22 years. The majority of our marketable securities are invested in investment-grade corporate bonds. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventories are stated at lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Inventory consisted of the following (in thousands): June 30, December 31, Raw material and supplies $ 3,083 $ 3,052 Work in process 479 931 Finished goods 21,078 14,852 24,640 18,835 Inventory reserve (4,351 ) (4,076 ) Inventory, net $ 20,289 $ 14,759 |
Property, plant and equipment
Property, plant and equipment | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment Property, plant and equipment consisted of the following (in thousands): June 30, December 31, Land and improvements $ 499 $ 699 Buildings and improvements 6,423 6,351 Equipment 3,939 2,978 Construction in progress — 10 10,861 10,038 Less accumulated depreciation (2,432 ) (1,847 ) Property, plant and equipment, net $ 8,429 $ 8,191 Depreciation and amortization expense related solely to property plant, and equipment depreciation was approximately $678,000 and $1.3 million for the three and six months ended June 30, 2015 , respectively. The depreciation and amortization expense was approximately $554,000 and $1.2 million for the three and six months ended June 30, 2014 , which includes approximately $109,000 and $158,000 related to cost of goods sold, respectively. Following the execution of our Sale Leaseback Agreement in July 2014, we no longer record any depreciation expense in cost of good sold and the entire depreciation amount for the three and six months ended June 30, 2015 , respectively, was recorded in selling, general and administrative expense. In addition to owned property, the Company also has $14.8 million in leased property due to the Sale Leaseback Agreement, which is net of accumulated depreciation of approximately $1.0 million as of June 30, 2015 . |
Long-term debt and other financ
Long-term debt and other financing arrangements | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Long-term debt and other financing arrangements | Long-term debt and other financing arrangements The Company's long-term borrowing consisted of the following (in thousands, except for interest rates): Description Interest June 30, December 31, 2014 Senior secured debt – HSBC Bank PLC 1.10 % $ 3,143 $ — Promissory note—Payable to Former Shareholder of TLC 2.63 % 3,189 3,373 Promissory note—Lega Enterprises, LLC (formerly Agel Enterprises, LLC) 5.00 % 1,180 1,375 Other miscellaneous notes 4.00 % 417 516 Capital lease obligation 14.00 % 15,800 15,800 Total debt 23,729 21,064 Less current maturities (949 ) (974 ) Long-term debt and other financing arrangements, net of current maturities $ 22,780 $ 20,090 Senior Secured debt – HSBC Bank PLC On March 24, 2015, the Company secured $3.0 million in senior secured debt from HSBC Bank PLC, with a term of two years and an annual interest rate of 0.60% over the Bank of England Base Rate as published from time to time. The loan is denominated in pound sterling (GBP) and secured by approximately $3.0 million in cash shown as "restricted cash" on our unaudited combined consolidated balance sheets and there are no other covenants related to the debt. The cash collateral is held in a GBP denominated account. Promissory Note—Payable to Former Shareholder of TLC On March 14, 2013, we issued a $4.0 million promissory note in connection with the purchase of 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. Promissory Note—Lega Enterprises, LLC On October 22, 2013, we issued a $1.7 million promissory note to Lega Enterprises, LLC (formerly Agel Enterprises, LLC) in connection with our acquisition of assets from Agel Enterprises, LLC. The promissory note bears interest at 5% per annum, and is payable in equal monthly installments of outstanding principal and interest and matures on October 22, 2018 . Promissory Note – Other Miscellaneous On December 4, 2014, we issued a $0.5 million promissory note in connection with a settlement agreement. The promissory note bears interest at 4% per annum, and is payable in equal monthly installments of outstanding principal and interest. Capital Lease On July 31, 2014, TLC entered into the Sale Leaseback Agreement with CFI NNN Raiders. The lease was deemed to qualify as a capital lease and the transaction is being accounted for as a sale leaseback arrangement. The gain arising from the sale of the three buildings and related property was deferred and is being recognized using the full accrual method over the term of the lease. The lease has been classified as a capital lease since the condition was met whereby the term of the lease is greater than 75% of the estimated economic life of the property. TLC has recorded the sale and removed the properties sold and related liabilities from the balance sheet. Since the lease is a capital lease, a leased asset will be recorded and depreciated over 15 years using the straight-line method. The payment under the lease will be accounted for as interest and payments under capital lease using 15 year amortization. The interest expense associated with the lease payments was $552,000 and $0 for the three months ended June 30, 2015 and 2014 respectively. Interest expense recognized for the six months ended June 30, 2015 and 2014 was $1,104,000 and $0 respectively. Amortization expense of $263,334 and $0 was recorded in the three months ended June 30, 2015 and 2014 respectively. $526,667 and $0 was recorded as amortization expense for the six months ended June 30, 2015 and 2014 , respectively. The gain on sales of real estate amortized over the life of the lease was $42,000 and $84,000 for the three and six months ended June 30, 2015 , respectively. On June 30, 2015 the current portion of the lease totaled $35,000 . Outstanding Warrants On March 4, 2015 the Company raised proceeds of $20 million though the sale of 6,667,000 shares of its common stock and warrants to purchase up to an aggregate of 6,667,000 shares of its common stock at a combined offering price of $3.00 in an underwritten public offering (“Offering”). The warrants have a per share exercise price of $3.75 , are exercisable immediately and will expire five years from the date of issuance. The Company granted the underwriters a 45 -day option to purchase up to an additional 1,000,050 shares of common stock and/or warrants to purchase up to an aggregate of 1,000,050 shares of common stock to cover additional over-allotments, if any. On March 4, 2015, the underwriters exercised a portion of their over-allotment option with respect to 113,200 warrants. In addition, 166,675 warrants were issued to the underwriters. The over-allotment option has expired as of the date of this filing. The gross proceeds to the Company, including the underwriters' partial exercise of their over-allotment option, were approximately $20,000,000 before deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. Assuming the exercise of all 6,667,000 warrants at the exercise price of $3.75 each, and assuming the Company maintains the conditions necessary for a cash exercise, the total additional gross aggregate proceeds to CVSL would be $25,001,250 . However, there can be no assurance that any warrants will be exercised or that the Company will maintain conditions necessary for a cash exercise. On May 6, 2014, the Company issued warrants to purchase up to 12,500 and 6,250 shares of its Common Stock in connection with exclusivity agreements. The warrants were exercisable commencing 75 days after their date of issuance, in whole or in part, until one year from the date of issuance for cash and/or on a cashless exercise basis at an exercise price of $11.00 per share, representing the average closing price of our common stock for the ten days preceding the issuance. The fair value of the warrants on the date of issuance approximated $116,000 . The warrants expired in May 2015 and were not exercised. On July 2, 2014, the Company issued a warrant exercisable for 50,000 shares of our common stock at an exercise price of $12.80 per share in consideration of a two -year consulting agreement with an individual with direct selling industry experience. The warrant is exercisable for a ten day period commencing 720 days after issuance. In addition, the warrant provides for piggyback registration rights upon request, in certain cases. The exercise price and number of shares issuable upon exercise of the warrants was subject to adjustment in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. On July 30, 2015 we executed an extension on the consulting agreement through July of 2017 in exchange for cancellation of the original warrant for 50,000 shares and the issuance of a new warrant exercisable for 50,000 shares of our common stock at an exercise price of $1.16 per share. The new warrant is also exercisable for a ten day period commencing 720 days after issuance. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Accumulated Other Comprehensive Loss | Accumulated Other Comprehensive Loss Accumulated other comprehensive loss ("AOCI"), net of taxes, is comprised of the following (in thousands): Foreign Currency Translation Unrealized Gain (Loss) on Available-for- Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ 128 $ 192 $ 320 Other comprehensive income (loss) before reclassifications (153 ) 7 (146 ) Amount reclassified from AOCI — — — Net other comprehensive income (loss) at June 30, 2015 $ (25 ) $ 199 $ 174 |
Fair Value
Fair Value | 6 Months Ended |
Jun. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value | Fair Value We 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 due to the immediate or short-term nature or maturity of these financial instruments. Our available for sale securities (Level 1) was $6.0 million and (Level 2) $0 at June 30, 2015 . Our available for sale securities (Level 1) was $129,000 and (Level 2) $862,000 at December 31, 2014 . |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies The Company is occasionally involved in lawsuits and disputes arising in the normal course of business. In the opinion of management, based upon advice of counsel, the likelihood of an adverse outcome against the Company is remote. As such, management believes that the ultimate outcome of these lawsuits will not have a material impact on the Company's financial position or results of operations. Worker’s Compensation Liability Certain of the Company’s employees were covered under a self-insured worker’s compensation plan which was replaced by a fully insured plan in December, 2014. The Company estimates its remaining self-insured worker’s compensation liability based on past claims experience, and has an accrued liability to cover estimated future costs. At June 30, 2015 , the accrued liability was approximately $0.7 million compared to $1.0 million at December 31, 2014 . There can be no assurance that actual results will not materially differ from the Company’s estimates. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes As of June 30, 2015 , the Company did not have a history of earnings that would allow it to record any of its net deferred tax assets without a corresponding valuation allowance. Therefore, no net deferred tax asset is reflected as of June 30, 2015 . Additionally, due to some of its historical acquisitions which included intangibles with an indefinite life, the Company continues to accumulate a deferred tax liability which is recorded outside the net deferred tax asset and valuation allowance. A deferred tax liability is recorded within other current liabilities in the amount of $538,446 within our condensed consolidated balance sheets. The deferred tax expense for the three and six months ended June 30, 2015 was approximately $40,000 and $73,000 respectively. Deferred tax expense for the three and six months ended June 30, 2014 was approximately $44,700 and $89,000 , respectively. The Company records no current income tax expense related to its domestic activities due to historical or current net operating losses. Current tax expense for the three and six months ended June 30, 2015 was $152,000 and $313,000 , respectively. Current tax expense for the three and six months ended June 30, 2014 was approximately $212,900 and $491,900 , respectively. The current tax is based on the Company’s activities in certain foreign jurisdictions which are currently profitable and no loss carryover is available to offset the income. |
Share-based compensation plans
Share-based compensation plans | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Share-based compensation plans | Share-based compensation plans The Company has two share-based compensation plans, the 2013 Director Smart Bonus Unit Plan and 2013 Smart Bonus Unit Award Plan. These plans provide for the issuance of a cash bonus for stock appreciation. A Committee comprised of members of the Board of Directors approves all awards that are granted under our share-based compensation plan. We classify the awards as a liability as the value of the award will be settled in cash, notes, or stock. The SARs Program vests over a period of three years and have a contractual term of five years . The liability related to these awards is included in other long-term liabilities on our consolidated balance sheets. Share-based compensation expense for the three and six months ended June 30, 2015 was $(1.2) million and $(1.2) million , respectively, compared to $311,000 and $398,000 for the three and six months ended June 30, 2014 , respectively. The share-based compensation expense is included in selling, general and administrative expenses on the Company’s consolidated income statements. As of June 30, 2015 , total unrecognized compensation cost related to unvested share-based compensation was $25,000 , which is expected to be recognized over a three -year period. |
Loss per share attributable to
Loss per share attributable to CVSL | 6 Months Ended |
Jun. 30, 2015 | |
Earnings Per Share [Abstract] | |
Loss per share attributable to CVSL | Loss per share attributable to CVSL In calculating loss per share, there were no adjustments to net loss for any periods presented. Outstanding warrants of 6,996,875 were excluded from the fully diluted loss per share because inclusion of the warrants in the loss per share computation would be anti-dilutive. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information CVSL operates five operating segments, three of which are reportable segments, as a direct-to-consumer company that sells a wide range of products primarily through independent sales forces across many countries around the world. For the six months ended June 30, 2015 and June 30, 2014 , respectively approximately $34.9 million or 63.5% and $21.6 million or 42.1% of our revenues were generated in international markets. For the three months ended June 30, 2015 and June 30, 2014 , respectively approximately $25.6 million or 71.6% and $10.8 million or 43.9% of our revenues were generated in international markets. We have grouped our products into the following five operating segments: gourmet foods, nutritional and wellness, home décor, publishing and printing, and other. Substantially all of our long-lived assets are located in the U.S. Of these 5 operating segments, Gourmet Food Products, Home Décor, and Nutritional and Wellness qualify as reportable segments in line with the specifications established in ASC 280-10-50. We have identified three reportable segments as each segment engages in business activities, incurring expenses and producing revenues, the operating results of these segments are regularly reviewed by chief decision makers and there is discrete financial information available for each unit. Also, the reported revenue of each reportable segment, both external and intercompany, is 10% or more of the combined revenue of all of the operating segments. The Company's three reportable segments are: 1) Gourmet Food Products, 2) Home Décor and 3) Nutritionals and Wellness. In prior periods we had identified and presented one reportable segment, with revenue broken down into five categories within our segment discussion. However, with the addition of Kleeneze, the continued growth of Your Inspiration at Home and anticipated future growth, both organically and through acquisitions, we now view the Company as having five operating segments, three of which are reportable segments as discussed above. As revenues have concentrated within these three reportable segments, our chief operating decision makers ("CODM") now view these segments as appropriate for decision making purposes because they each represent a significant part of our business. The following is a brief description of our three reportable segments. Gourmet Food Products - Segment consists of operations related to the production and sale of hand-crafted spices, oils and other food products from around the world. These operations have a presence in many of our markets both in the U.S. and internationally such as in Australia, New Zealand, Canada, and the United Kingdom. The CVSL subsidiaries involved in this line of business are Your Inspiration at Home and My Secret Kitchen. Home Décor - Segment consists of operations related to the production and sale of premium hand-crafted baskets and the selling of products for the home, including pottery, cleaning, health, beauty, home, outdoor and customizable vinyl expressions for display. These operations are primarily located within the United States and the United Kingdom. The primary CVSL subsidiaries involved in this line of business are Kleeneze, TLC and Uppercase Living. Nutritionals and Wellness - Segment consists of operations related to the selling of nutritional supplements and skin care products. These operations have a presence in many foreign markets and over 40 countries such as Italy, Russia, Spain, and Israel. The CVSL subsidiary primarily involved in this type of products is Agel. We note that these three segments exceed 75% of The Company's consolidated revenue. Therefore, no further aggregation or disclosures are required for the remaining operating segments. Although they do not qualify as reportable segments, we have included our Publishing and Printing and Other operating segments within the tables below to provide easier reconciliation to our results found on the condensed consolidated statements of operations and further transparency. The Publishing and Printing Segment consists of HCG and Paperly. The Other Segment consists of Tomboy Tools ("TBT"). In the tables below we present revenues and gross profit by operating segment. Our CODM evaluates performance on a segment basis from the standpoint of gross profit because many of our operating expenses are part of our shared services group at the corporate level, providing services to all of our operating segments, which is consistent with our post-acquisition integration strategies. In addition, there are numerous intercompany allocations and expenses that are most appropriately viewed on a consolidated basis for the Company as a whole. We do not have intersegment revenues. Segment information, which includes all operating segments, for the three and six months ended June 30, 2015 and June 30, 2014 are shown in the tables below (in thousands): Three months ended (in thousands) Gourmet Food Products Home Décor Nutritionals and Wellness Publishing & Printing Other Consolidated 2015 Revenue $ 4,990 $ 22,372 $ 7,981 $ 273 $ 126 $ 35,742 Gross profit 2,025 13,161 6,358 179 66 21,789 Operating expenses 24,271 Loss on marketable securities — Interest expense 745 Loss from operations before income tax provision $ (3,227 ) 2014 Revenue $ 1,644 $ 12,437 $ 9,954 $ 319 $ 232 $ 24,586 Gross profit 889 3,730 8,530 206 148 13,503 Operating expenses 17,610 Loss on marketable securities 58 Interest expense 213 Loss from operations before income tax provision $ (4,378 ) Six months ended (in thousands) Gourmet Food Products Home Décor Nutritionals and Wellness Publishing & Printing Other Consolidated 2015 Revenue $ 7,708 $ 31,713 $ 14,757 $ 504 $ 280 $ 54,961 Gross profit 2,727 18,608 11,603 317 181 33,436 Operating expenses 40,166 Loss on marketable securities 7 Interest expense 1,341 Loss from operations before income tax provision $ (8,078 ) 2014 Revenue $ 2,608 $ 27,458 $ 20,156 $ 613 $ 422 $ 51,257 Gross profit 1,367 8,587 16,595 393 239 27,182 Operating expenses 34,026 Loss on marketable securities 552 Interest expense 479 Loss from operations before income tax provision $ (7,875 ) In accordance with ASC 280-10-50, we have disclosed below the total assets for which there has been a material change from the amount disclosed in the last annual report. The total assets related to the reportable segment, Home Décor, increased over $29 million from December 31, 2014 to June 30, 2015 primarily due to the acquisition of Kleeneze in March 2015, which at June 30, 2015 , had approximately $21 million in total assets. The below table shows the total assets for each reportable segment, which have been reconciled to the consolidated total assets (in thousands): June 30, 2015 December 31, 2014 Gourmet Food Products $ 1,103 $ 1,142 Home Décor 57,215 28,184 Nutritionals and Wellness 10,663 11,693 All other segments 10,811 16,288 Consolidated total assets $ 79,792 $ 57,307 |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2015 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions During the fourth quarter of 2013, we renewed a Reimbursement of Services Agreement for a minimum of one year with Richmont Holdings. CVSL has begun to establish an infrastructure of personnel and resources necessary to identify, analyze, negotiate and conduct due diligence on direct-to-consumer acquisition candidates. However, we continue 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 we wish to draw upon such experience. In addition, Richmont Holdings had already developed a strategy of acquisitions in the direct-to-consumer industry and has assigned and transferred to us the opportunities it has previously analyzed and pursued. CVSL has agreed to pay Richmont Holdings a reimbursement fee (the “Reimbursement Fee”) each month and we 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 months ended June 30, 2015 and 2014 , we recorded $552,300 and $480,000 , respectively in Reimbursement Fees that were included in selling, general and administrative expense in the consolidated statements of operations. During the six months ended June 30, 2015 and 2014 , we recorded $1.1 million and $960,000 , respectively. On February 26, 2015 we received a loan from Richmont Capital Partners V (“RCP V”) in the amount of $425,000 . This amount is included in related-party payables within current liabilities. The loan does not currently bear interest and has no set maturity date. |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets (Notes) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Other Intangible Assets | Goodwill and Other Intangible Assets Goodwill CVSL management performs its goodwill and other indefinite-lived intangible impairment tests annually or when changes in circumstances indicate an impairment event may have occurred by estimating the fair value of each reporting segment compared to its carrying value. The Company is aggregated into five operating segments presented herein (Note 13 ) based on similar economic characteristics, nature of products and services, nature of production processes, type of customers and distribution methods. Our five operating segments consist of: 1) Gourmet Food Products, 2) Home Décor, 3) Nutritionals and Wellness, 4) Publishing and Printing and 5) Other. We use a discounted cash flow model and a market approach to calculate the fair value of our operating segments. The models include a number of significant assumptions and estimates regarding future cash flows and these estimates could be materially impacted by adverse changes in market conditions. Goodwill is measured for impairment by comparing the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than the carrying value, a second step is performed to determine the implied fair value of goodwill. If the implied fair value of goodwill is lower than its carrying value, an impairment charge equal to the difference is recorded. A significant decline in TBT revenue, the only subsidiary included in the Other Operating Segment, indicated that the carrying amount of this reporting unit may be impaired. The Company tested goodwill for impairment and determined that TBT's goodwill was impaired at June 30, 2015 . Impairment charges totaled $192,000 for the three and six month June 30, 2015 . Goodwill at June 30, 2015 was approximately $190,000 , net of accumulated impairment, and accumulated impairment of goodwill for TBT since the acquisition in October 2013 is approximately $375,000 . Indefinite-lived assets are measured for impairment by comparing the fair value of the indefinite-lived intangible asset to its carrying value. If the fair value of the indefinite-lived intangible asset is lower than its carrying value, an impairment charge equal to the difference is recorded. We determined that no impairment of indefinite-lived intangible assets should be made in the period. The following table provides the components of and changes in the carrying amount of Goodwill (in thousands): Acquired Goodwill Accumulated Impairment Other Net Carrying Amount Balance December 31, 2014 $ 7,073 $ (2,978 ) $ — $ 4,095 Additions (a) 1,342 — 3 1,345 Impairment (b) — (192 ) — (192 ) Other (c) — — (2 ) (2 ) Balance June 30, 2015 $ 8,415 $ (3,170 ) $ 1 $ 5,246 (a) Related to our acquisition of Kleeneze (see note 2. Acquisitions, Dispositions and Other Transactions) (b) Related to the impairment of Tomboy Tools (c) Primarily reflects the impact of foreign exchange. Identifiable Intangible Assets The following table provides the components of Identifiable intangible assets (in thousands, except amortization period): Gross Carrying Amount Accumulated Amortization Net Carrying Amount as of June 30, 2015 Weighted Average Amortization period (in years) Trade name and trademarks $ 5,579 $ (2,430 ) $ 3,149 19 Other intellectual property 363 (54 ) 309 9 $ 5,942 $ (2,484 ) $ 3,458 17 Gross Carrying Amount Accumulated Amortization Net Carrying Amount as of December 31, 2014 Weighted Average Amortization period (in years) Trade name and trademarks $ 5,579 $ (2,348 ) $ 3,231 19 Other intellectual property 363 (36 ) 327 9 $ 5,942 $ (2,384 ) $ 3,558 17 Amortization Amortization expense related to acquired intangible assets that contribute to our trade names, trademarks and other intellectual property is included in amortization of intangible assets. Amortization expense related to intangible assets is included in depreciation and amortization in the operating expenses. Total amortization expense for intangible assets was $51,000 for the second quarter of 2015 and $51,000 for the second quarter of 2014 , and $103,000 for the first six months of 2015 and $103,000 for the first six months of 2014 . As of June 30, 2015, the estimated future amortization expense associated with our intangible assets for each of the five succeeding fiscal years ending December 31 is as follows (in thousands): Amortization of Intangible Assets 2015 (remaining six months) $ 103,000 2016 $ 206,000 2017 $ 206,000 2018 $ 206,000 2019 $ 206,000 Thereafter $ 2,531,000 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On July 30, 2015 , the Company entered into separate consulting agreements with two individuals pursuant to which each will provide certain business and financial advisory services to the Company. In connection with the consulting agreements, each consultant will be granted options exercisable for 500,000 shares of the Company’s common stock, par value $0.0001 per share under the Company’s 2015 Stock Incentive Plan (for an aggregate of 1,000,000 shares). The options have an exercise price $1.27 and are fully vested on the date of the grant and expire on July 30, 2020 . The options and the shares of Common Stock issuable thereunder were issued in a transaction exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof. On July 30, 2015 , we executed an extension on the original consulting agreement we executed on July 2, 2014 with an individual who has extensive experience in the direct-to-consumer industry. The agreement now ends in July of 2017. The extension was in exchange for cancellation of the original warrant for 50,000 shares, issued on July 2, 2014 , and the issuance of a new warrant exercisable for 50,000 shares of our common stock at an exercise price of $1.16 per share. The warrant is exercisable for a ten day period commencing 720 days after issuance. In addition, the warrant provides for piggyback registration rights upon request, in certain cases. The exercise price and number of shares issuable upon exercise of the warrants is subject to adjustment in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. |
General (Policies)
General (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Reclassifications | Reclassifications Prior period financial statement amounts have been reclassified to conform to current period presentation |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. These estimates are based on information available as of the date of the consolidated financial statements. Actual results could differ significantly from those estimates. |
Accounts Receivable | Accounts Receivable The carrying value of our accounts receivable, net of allowance for doubtful accounts, represents their estimated net realizable value. We estimate the allowance for doubtful accounts based on type of customer, age of outstanding receivable, historical collection trends, and existing economic conditions. If events or changes in circumstances indicate that a specific receivable balance may be unrealizable, further consideration is given to the collectability of those balances, and the allowance is adjusted accordingly. Receivable balances deemed uncollectible are written off against the allowance. |
Income Taxes | Income Taxes CVSL and its U.S. subsidiaries (excluding TLC) file a consolidated Federal income tax return. Deferred income taxes are provided for temporary differences between financial statement and tax bases of asset and liabilities. Benefits from tax credits are reflected currently in earnings. We record income tax positions based on a more likely than not threshold that the tax positions will be sustained on examination by the taxing authorities having full knowledge of all relevant information. |
Translation of Foreign Currencies | Translation of Foreign Currencies The functional currency of our foreign subsidiaries is the local currency of their country of domicile. Assets and liabilities of the foreign subsidiaries are translated into U.S. dollar amounts at period-end exchange rates. Revenue and expense accounts are translated at the weighted-average rates for the quarterly accounting period to which they relate. Equity accounts are translated at historical rates. Foreign currency translation adjustments are accumulated as a component of other comprehensive income. |
Revenue Recognition and Deferred Revenue | Revenue Recognition and Deferred Revenue In the ordinary course of business we receive payments, primarily via credit card, for the sale of products at the time customers place orders. Sales and related fees such as shipping and handling, net of applicable sales discounts, are recorded as revenue when the product is shipped and when title and the risk of ownership passes to the customer. The Company presents revenues net of any taxes collected from customers which are remitted to governmental authorities. Payments received for undelivered products are recorded as deferred revenue and are included in current liabilities on the Company’s consolidated balance sheets. Certain incentives offered on the sale of our products, including sales discounts, described in the paragraph below are classified as program costs and discounts. A provision for product returns and allowances is recorded and is founded on historical experience and is classified as a reduction of revenues. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In January 2015 the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update 2015-01 (ASU 2015-01), Income Statement - Extraordinary Items and Unusual Items . The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. ASU 2015-01 eliminates the concept of extraordinary items from GAAP. We are in the process of assessing the effects of the application of the new guidance on our financial statements. In February 2015 the FASB issued Accounting Standards Update 2015-02 (ASU 2015-02), Amendments to the Consolidation Analysis . The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new consolidation standard changes the criteria a reporting enterprise uses to evaluate if certain legal entities, such as limited partnerships and similar entities, should be consolidated. We are in the process of assessing the effects of the application of the new guidance on our financial statements. In April 2015 the FASB issued Accounting Standards Update 2015-03 (ASU 2015-03), Imputation of Interest: Simplifying the Presentation of Debt Issuance Costs . The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2015. Early adoption is permitted. The new standard requires debt issuance costs to be classified as reductions to the face value of the related debt. We do not expect ASU 2015-03 to materially affect our financial position until we issue new debt. In July 2015, the FASB issued Accounting Standards Update 2015-11 (ASU 2015-11) to simplify the subsequent measurement of inventory. The new standard requires that inventory be measured at the lower of cost or net realizable value. The ASU is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2016. Early application is permitted as of the beginning of an interim or annual reporting period. |
Goodwill and Other Intangible Assets | CVSL management performs its goodwill and other indefinite-lived intangible impairment tests annually or when changes in circumstances indicate an impairment event may have occurred by estimating the fair value of each reporting segment compared to its carrying value. The Company is aggregated into five operating segments presented herein (Note 13 ) based on similar economic characteristics, nature of products and services, nature of production processes, type of customers and distribution methods. Our five operating segments consist of: 1) Gourmet Food Products, 2) Home Décor, 3) Nutritionals and Wellness, 4) Publishing and Printing and 5) Other. We use a discounted cash flow model and a market approach to calculate the fair value of our operating segments. The models include a number of significant assumptions and estimates regarding future cash flows and these estimates could be materially impacted by adverse changes in market conditions. Goodwill is measured for impairment by comparing the fair value of the reporting unit to its carrying value, including goodwill. If the fair value of the reporting unit is less than the carrying value, a second step is performed to determine the implied fair value of goodwill. If the implied fair value of goodwill is lower than its carrying value, an impairment charge equal to the difference is recorded. A significant decline in TBT revenue, the only subsidiary included in the Other Operating Segment, indicated that the carrying amount of this reporting unit may be impaired. The Company tested goodwill for impairment and determined that TBT's goodwill was impaired at June 30, 2015 . Impairment charges totaled $192,000 for the three and six month June 30, 2015 . Goodwill at June 30, 2015 was approximately $190,000 , net of accumulated impairment, and accumulated impairment of goodwill for TBT since the acquisition in October 2013 is approximately $375,000 . Indefinite-lived assets are measured for impairment by comparing the fair value of the indefinite-lived intangible asset to its carrying value. If the fair value of the indefinite-lived intangible asset is lower than its carrying value, an impairment charge equal to the difference is recorded. We determined that no impairment of indefinite-lived intangible assets should be made in the period. |
General General (Tables)
General General (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | The table below breaks down the correct balance of the liability at each reporting period (in thousands): June 30, 2015 December 31, 2014 Share based liability $ 25 $ 1,222 Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Change in fair value of liability $ (37 ) $ (1,197 ) |
Summary of Significant Adjustments | We have listed below our primary operating subsidiaries for each of our companies and their functional and reporting currencies. Subsidiary Functional Currency Reporting Currency The Longaberger Company USD USD Uppercase Acquisition, Inc. USD USD CVSL TBT LLC USD USD My Secret Kitchen, Ltd. GBP USD Your Inspiration At Home Pty Ltd. AUD USD Paperly, Inc. USD USD Happenings Communications Group, Inc. USD USD Agel Enterprises Inc. USD USD Kleeneze Ltd. GBP USD |
Acquisitions, Dispositions an25
Acquisitions, Dispositions and Other Transactions (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Pro Forma Information Revenue of Acquiree Since Acquisition Date Actual | The following summary represents the preliminary estimate of fair value of Kleeneze as of the acquisition date, March 24, 2015, and is subject to change following management’s final evaluation of the purchase price allocation and fair value assumptions. (in thousands) Consideration $ 5,100 Amounts recognized for assets acquired and liabilities assumed: Current assets 12,164 Other long-term assets 624 Current liabilities 9,030 Net assets acquired $ 3,758 Goodwill and intangible assets $ 1,342 |
Business Acquisition, Pro Forma Information | The following unaudited pro-forma financial information presents the Company's consolidated financial results for the three and six months ended June 30, 2015 and 2014 as if the acquisition had occurred as of January 1, 2014 (in thousands, except per share data): Three Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Operations Revenues $ 35,742 $ 40,092 $ 67,773 $ 83,238 Net loss (3,419 ) (4,049 ) (8,643 ) (7,366 ) Net loss attributable to CVSL Inc. (1,693 ) (3,003 ) (6,751 ) (5,680 ) Loss per common share attributable to CVSL Inc., basic and diluted $ (0.05 ) $ (0.12 ) $ (0.21 ) $ (0.23 ) |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments | The revenues and earnings of Kleeneze since the acquisition date that have been included in our condensed consolidated financial statements for the three and six months ended June 30, 2015 were as follows: Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Revenues $ 13,116 $ 13,485 Net income (loss), net of intercompany items $ 22 $ (258 ) |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories are stated at lower of cost or market. Cost is determined using the first-in, first-out (FIFO) method. Inventory consisted of the following (in thousands): June 30, December 31, Raw material and supplies $ 3,083 $ 3,052 Work in process 479 931 Finished goods 21,078 14,852 24,640 18,835 Inventory reserve (4,351 ) (4,076 ) Inventory, net $ 20,289 $ 14,759 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consisted of the following (in thousands): June 30, December 31, Land and improvements $ 499 $ 699 Buildings and improvements 6,423 6,351 Equipment 3,939 2,978 Construction in progress — 10 10,861 10,038 Less accumulated depreciation (2,432 ) (1,847 ) Property, plant and equipment, net $ 8,429 $ 8,191 |
Long-term debt and other fina28
Long-term debt and other financing arrangements (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The Company's long-term borrowing consisted of the following (in thousands, except for interest rates): Description Interest June 30, December 31, 2014 Senior secured debt – HSBC Bank PLC 1.10 % $ 3,143 $ — Promissory note—Payable to Former Shareholder of TLC 2.63 % 3,189 3,373 Promissory note—Lega Enterprises, LLC (formerly Agel Enterprises, LLC) 5.00 % 1,180 1,375 Other miscellaneous notes 4.00 % 417 516 Capital lease obligation 14.00 % 15,800 15,800 Total debt 23,729 21,064 Less current maturities (949 ) (974 ) Long-term debt and other financing arrangements, net of current maturities $ 22,780 $ 20,090 |
Accumulated Other Comprehensi29
Accumulated Other Comprehensive Loss (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Accumulated Other Comprehensive Income (Loss) | Accumulated other comprehensive loss ("AOCI"), net of taxes, is comprised of the following (in thousands): Foreign Currency Translation Unrealized Gain (Loss) on Available-for- Sale Securities Total Accumulated Other Comprehensive Income (Loss) Balance at December 31, 2014 $ 128 $ 192 $ 320 Other comprehensive income (loss) before reclassifications (153 ) 7 (146 ) Amount reclassified from AOCI — — — Net other comprehensive income (loss) at June 30, 2015 $ (25 ) $ 199 $ 174 |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Segment Reporting [Abstract] | |
Reconciliation of Operating Loss for Each Reportable Segment to Consolidated | the three and six months ended June 30, 2015 and June 30, 2014 are shown in the tables below (in thousands): Three months ended (in thousands) Gourmet Food Products Home Décor Nutritionals and Wellness Publishing & Printing Other Consolidated 2015 Revenue $ 4,990 $ 22,372 $ 7,981 $ 273 $ 126 $ 35,742 Gross profit 2,025 13,161 6,358 179 66 21,789 Operating expenses 24,271 Loss on marketable securities — Interest expense 745 Loss from operations before income tax provision $ (3,227 ) 2014 Revenue $ 1,644 $ 12,437 $ 9,954 $ 319 $ 232 $ 24,586 Gross profit 889 3,730 8,530 206 148 13,503 Operating expenses 17,610 Loss on marketable securities 58 Interest expense 213 Loss from operations before income tax provision $ (4,378 ) Six months ended (in thousands) Gourmet Food Products Home Décor Nutritionals and Wellness Publishing & Printing Other Consolidated 2015 Revenue $ 7,708 $ 31,713 $ 14,757 $ 504 $ 280 $ 54,961 Gross profit 2,727 18,608 11,603 317 181 33,436 Operating expenses 40,166 Loss on marketable securities 7 Interest expense 1,341 Loss from operations before income tax provision $ (8,078 ) 2014 Revenue $ 2,608 $ 27,458 $ 20,156 $ 613 $ 422 $ 51,257 Gross profit 1,367 8,587 16,595 393 239 27,182 Operating expenses 34,026 Loss on marketable securities 552 Interest expense 479 Loss from operations before income tax provision $ (7,875 ) |
Schedule of Total Assets for Each Reportable Segment | The below table shows the total assets for each reportable segment, which have been reconciled to the consolidated total assets (in thousands): June 30, 2015 December 31, 2014 Gourmet Food Products $ 1,103 $ 1,142 Home Décor 57,215 28,184 Nutritionals and Wellness 10,663 11,693 All other segments 10,811 16,288 Consolidated total assets $ 79,792 $ 57,307 |
Goodwill and Other Intangible31
Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides the components of and changes in the carrying amount of Goodwill (in thousands): Acquired Goodwill Accumulated Impairment Other Net Carrying Amount Balance December 31, 2014 $ 7,073 $ (2,978 ) $ — $ 4,095 Additions (a) 1,342 — 3 1,345 Impairment (b) — (192 ) — (192 ) Other (c) — — (2 ) (2 ) Balance June 30, 2015 $ 8,415 $ (3,170 ) $ 1 $ 5,246 (a) Related to our acquisition of Kleeneze (see note 2. Acquisitions, Dispositions and Other Transactions) (b) Related to the impairment of Tomboy Tools (c) Primarily reflects the impact of foreign exchange. |
Schedule of Identifiable Intangible Assets | The following table provides the components of Identifiable intangible assets (in thousands, except amortization period): Gross Carrying Amount Accumulated Amortization Net Carrying Amount as of June 30, 2015 Weighted Average Amortization period (in years) Trade name and trademarks $ 5,579 $ (2,430 ) $ 3,149 19 Other intellectual property 363 (54 ) 309 9 $ 5,942 $ (2,484 ) $ 3,458 17 Gross Carrying Amount Accumulated Amortization Net Carrying Amount as of December 31, 2014 Weighted Average Amortization period (in years) Trade name and trademarks $ 5,579 $ (2,348 ) $ 3,231 19 Other intellectual property 363 (36 ) 327 9 $ 5,942 $ (2,384 ) $ 3,558 17 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | As of June 30, 2015, the estimated future amortization expense associated with our intangible assets for each of the five succeeding fiscal years ending December 31 is as follows (in thousands): Amortization of Intangible Assets 2015 (remaining six months) $ 103,000 2016 $ 206,000 2017 $ 206,000 2018 $ 206,000 2019 $ 206,000 Thereafter $ 2,531,000 |
General (Details)
General (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)plan | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Number of share-based compensation plans | plan | 2 | ||||||
Vesting period of share-based compensation awards | 3 years | ||||||
Contractural term of share-based compensation awards | 5 years | ||||||
Cash and cash equivalents | $ 6,436,000 | $ 4,177,000 | $ 6,436,000 | $ 4,177,000 | $ 2,606,000 | $ 3,877,000 | |
Accounts payable | 12,515,000 | 12,515,000 | 8,436,000 | ||||
Deferred revenue | 2,490,000 | 2,490,000 | 2,982,000 | ||||
Accrued commissions | 4,056,000 | 4,056,000 | 3,319,000 | ||||
Net loss | (3,419,000) | $ (4,591,000) | (8,464,000) | (8,367,000) | |||
Provision for doubtful accounts | 220,000 | 140,000 | 170,000 | ||||
Sales returns and allowances | 309,000 | $ 227,000 | |||||
Restatement Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Share based liability | 25,000 | 25,000 | $ 1,222,000 | ||||
Change in fair value of liability | 0 | $ 1,100,000 | $ (1,200,000) | ||||
Restatement Adjustment | Overstatement | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cash and cash equivalents | 1,400,000 | ||||||
Accounts payable | 1,400,000 | ||||||
Restatement Adjustment | Understatement | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Cash and cash equivalents | 1,300,000 | ||||||
Deferred revenue | 1,300,000 | ||||||
Restatement Adjustment | Understatement | IT System Conversion | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Accrued commissions | 1,100,000 | ||||||
Net loss | 1,100,000 | ||||||
SARs | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Vesting period of share-based compensation awards | 3 years | ||||||
Contractural term of share-based compensation awards | 5 years | ||||||
Other long-term liabilities | SARs | Restatement Adjustment | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Share based liability | $ 26,684 | $ 1,100,000 | $ 26,684 |
Acquisitions, Dispositions an33
Acquisitions, Dispositions and Other Transactions (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 24, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 |
Business Acquisition, Pro Forma Information [Abstract] | |||||
Revenue | $ 35,742 | $ 24,586 | $ 54,961 | $ 51,257 | |
Net income (loss), net of intercompany items | (1,693) | (3,545) | (6,572) | (6,681) | |
Kleeneze Limited | |||||
Business Acquisition [Line Items] | |||||
Consideration | $ 5,100 | ||||
Current assets | 12,164 | ||||
Other long-term assets | 624 | ||||
Current liabilities | 9,030 | ||||
Net assets acquired | 3,758 | ||||
Goodwill and intangible assets | $ 1,342 | ||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Revenues | 35,742 | 40,092 | 67,773 | 83,238 | |
Net loss | (3,419) | (4,049) | (8,643) | (7,366) | |
Net loss attributable to CVSL Inc. | $ (1,693) | $ (3,003) | $ (6,751) | $ (5,680) | |
Loss per common share attributable to CVSL Inc., basic and diluted | $ (0.05) | $ (0.12) | $ (0.21) | $ (0.23) | |
Revenue | $ 13,116 | $ 13,485 | |||
Net income (loss), net of intercompany items | 22 | (258) | |||
Acquisition-related Costs Excluded | Kleeneze Limited | |||||
Business Acquisition, Pro Forma Information [Abstract] | |||||
Write down of intercompany receivables | 33,100 | ||||
Transaction costs | 113 | ||||
Intercompany Expense | $ 404 | $ 404 |
Acquisitions, Dispositions an34
Acquisitions, Dispositions and Other Transactions (Acquisition) (Details) - USD ($) $ in Thousands | Mar. 24, 2015 | Dec. 04, 2014 |
Business Acquisition [Line Items] | ||
Interest rate | 4.00% | |
Kleeneze Limited | ||
Business Acquisition [Line Items] | ||
Percentage of voting interests acquired | 100.00% | |
Consideration | $ 5,100 | |
Payments to Acquire Businesses, Gross | 2,100 | |
Other consideration transferred | 1,900 | |
Kleeneze Limited | Secured Debt | ||
Business Acquisition [Line Items] | ||
Cash consideration transferred | $ 3,000 | |
Kleeneze Limited | Secured Debt | HSBC Bank PLC | ||
Business Acquisition [Line Items] | ||
Debt instrument, term | 2 years | |
Interest rate | 1.10% | |
Kleeneze Limited | Secured Debt | HSBC Bank PLC | Bank of England Base Rate | ||
Business Acquisition [Line Items] | ||
Basis spread on variable interest rate (as a percent) | 0.60% |
Acquisitions, Dispositions an35
Acquisitions, Dispositions and Other Transactions (Narrative) (Details) - USD ($) | Mar. 04, 2015 | Mar. 04, 2015 | Oct. 10, 2014 | Jul. 31, 2014 | Mar. 14, 2014 | Jun. 30, 2015 | May. 11, 2015 | Dec. 31, 2014 | Mar. 31, 2014 |
Business Acquisition [Line Items] | |||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | |||||||
Goodwill | $ 5,246,000 | $ 4,095,000 | |||||||
Additional shares issuable under Share Exchange Agreement | 25,240,676 | ||||||||
Period for conditional transfer of right | 10 days | ||||||||
Ownership interest acquired of all the stock (as a percent) | 15.00% | ||||||||
Underwritten Public Offering | |||||||||
Business Acquisition [Line Items] | |||||||||
Shares issued in transaction | 6,667,000 | 6,667,000 | |||||||
Warrants to purchase common stock | 6,667,000 | 6,667,000 | |||||||
Sale of stock, price per share (in shares) | $ 3 | $ 3 | |||||||
Exercise price of warrants per share (in dollars per share) | $ 3.75 | $ 3.75 | |||||||
Fair value of warrants issued | $ 9,000,000 | ||||||||
Warrants, maximum beneficial ownership percentage without written notice | 4.99% | ||||||||
Warrants, maximum beneficial ownership percentage with written notice | 9.99% | ||||||||
Warrants, beneficial ownership percentage, period of notice to change ownership percentage | 61 days | ||||||||
Over-Allotment Option | |||||||||
Business Acquisition [Line Items] | |||||||||
Warrants to purchase common stock | 1,000,050 | 1,000,050 | 166,675 | ||||||
Expiration period of warrants | 5 years | 5 years | |||||||
Option period of warrants | 45 days | 45 days | |||||||
Warrants exercised | 113,200 | 113,200 | |||||||
UpperCase Living Acquisition | |||||||||
Business Acquisition [Line Items] | |||||||||
Common stock issuable in consideration (in shares) | 254,490 | ||||||||
Common stock, par value (in dollars per share) | $ 0.0001 | ||||||||
Value of common stock issuable in consideration | $ 96,706 | ||||||||
Equity interests issued and delivered to escrow (in shares) | 323,897 | ||||||||
Fair value of equity interests issued and delivered to escrow | $ 123,081 | ||||||||
Maximum period of escrow account | 24 months | ||||||||
Payable recorded due to non delivery of shares of common stock | $ 219,787 | ||||||||
Contingent payments as percentage of EBITDA | 10.00% | ||||||||
Goodwill | $ 469,065 | ||||||||
TLC | Leaseback Agreement | |||||||||
Business Acquisition [Line Items] | |||||||||
Purchase of investments available for sale | $ 15,800,000 | ||||||||
Gain on disposition of business | $ 2,500,000 | ||||||||
Term of lease (in years) | 15 years |
Marketable Securities (Details)
Marketable Securities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Investments, Debt and Equity Securities [Abstract] | |||||
Equity securities | $ 0 | $ 0 | $ 0 | ||
Fixed income securities | 6,000,000 | 6,000,000 | $ 1,000,000 | ||
Payments to acquire marketable securities | 5,000,000 | ||||
Gross proceeds from sales of marketable securities | 13,900,000 | $ 6,238,000 | |||
Unrealized gains on the investments | 0 | $ 184,000 | 7,000 | 653,000 | |
Realized losses from the sale of marketable securities | $ 0 | $ 58,000 | $ 7,000 | $ 552,000 | |
Marketable cecurities, effective maturity period | 1 year 2 months 27 days | ||||
Marketable securities, average effective duration | 2 months 19 days |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw material and supplies | $ 3,083 | $ 3,052 |
Work in process | 479 | 931 |
Finished goods | 21,078 | 14,852 |
Inventory, gross | 24,640 | 18,835 |
Inventory reserve | (4,351) | (4,076) |
Inventory, net | $ 20,289 | $ 14,759 |
Property, plant and equipment38
Property, plant and equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 10,861 | $ 10,038 |
Less accumulated depreciation | (2,432) | (1,847) |
Property, plant and equipment, net | 8,429 | 8,191 |
Land and improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 499 | 699 |
Buildings and improvements | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 6,423 | 6,351 |
Equipment | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | 3,939 | 2,978 |
Construction in progress | ||
Property, plant and equipment | ||
Property, plant and equipment, gross | $ 0 | $ 10 |
Property, plant and equipment39
Property, plant and equipment (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Depreciation and amortization | $ 678 | $ 445 | $ 1,308 | $ 1,066 | |
Property, plant and equipment, net | 8,429 | 8,429 | $ 8,191 | ||
Accumulated depreciation | 2,432 | 2,432 | $ 1,847 | ||
Sale Leaseback Agreement | |||||
Property, plant and equipment, net | 14,800 | 14,800 | |||
Accumulated depreciation | 1,000 | 1,000 | |||
Property, Plant and Equipment | |||||
Depreciation and amortization | $ 678 | 554 | $ 1,300 | 1,200 | |
Cost of Goods Sold | |||||
Depreciation and amortization | $ 109 | $ 158 |
Long-term debt and other fina40
Long-term debt and other financing arrangements (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 04, 2014 |
Convertible Notes Payable and Loans Payable | |||
Interest rate | 4.00% | ||
Total debt | $ 23,729 | $ 21,064 | |
Less current maturities | (949) | (974) | |
Long-term debt and other financing arrangements, net of current maturities | $ 22,780 | 20,090 | |
Senior secured debt – HSBC Bank PLC | |||
Convertible Notes Payable and Loans Payable | |||
Interest rate | 1.10% | ||
Long-term debt | $ 3,143 | 0 | |
Promissory note—Payable to Former Shareholder of TLC | |||
Convertible Notes Payable and Loans Payable | |||
Interest rate | 2.63% | ||
Long-term debt | $ 3,189 | 3,373 | |
Promissory note—Lega Enterprises, LLC (formerly Agel Enterprises, LLC) | Richmont Street LLC | |||
Convertible Notes Payable and Loans Payable | |||
Interest rate | 5.00% | ||
Long-term debt | $ 1,180 | 1,375 | |
Other miscellaneous notes | |||
Convertible Notes Payable and Loans Payable | |||
Interest rate | 4.00% | ||
Long-term debt | $ 417 | 516 | |
Capital lease obligation | |||
Convertible Notes Payable and Loans Payable | |||
Interest rate | 14.00% | ||
Capital lease obligation | $ 15,800 | $ 15,800 |
Long-term debt and other fina41
Long-term debt and other financing arrangements (Narrative) (Details) | Jul. 30, 2015$ / sharesshares | Mar. 24, 2015USD ($) | Mar. 04, 2015USD ($)$ / sharesshares | Mar. 04, 2015USD ($)$ / sharesshares | Dec. 04, 2014USD ($) | Jul. 31, 2014building | Jul. 02, 2014$ / sharesshares | May. 06, 2014USD ($)$ / sharesshares | Mar. 14, 2013USD ($) | Oct. 22, 2013USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | May. 11, 2015shares | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||
Restricted Cash and Cash Equivalents | $ 3,027,000 | $ 3,027,000 | $ 0 | |||||||||||||
Notes issued by the Company | $ 500,000 | |||||||||||||||
Interest rate | 4.00% | |||||||||||||||
Number of buildings sold | building | 3 | |||||||||||||||
Amortization expense | $ 678,000 | $ 445,000 | 1,308,000 | $ 1,066,000 | ||||||||||||
Proceeds from issuance of common stock | $ 20,000,000 | |||||||||||||||
Proceeds from warrant exercises | $ 25,001,250 | |||||||||||||||
Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase common stock | shares | 1,000,000 | |||||||||||||||
Exercise price of warrants per share (in dollars per share) | $ / shares | $ 1.27 | |||||||||||||||
Number of warrants granted (in shares) | shares | 500,000 | |||||||||||||||
Outstanding Warrants | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price of warrants per share (in dollars per share) | $ / shares | $ 12.80 | |||||||||||||||
Number of warrants granted (in shares) | shares | 50,000 | |||||||||||||||
Exercisable term of warrants | 10 days | |||||||||||||||
Exercise price per share (in dollars per share) | $ / shares | $ 11 | |||||||||||||||
Fair value of warrants issued | $ 116,000 | |||||||||||||||
Term of consulting agreement | 2 years | |||||||||||||||
Outstanding Warrants | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise price of warrants per share (in dollars per share) | $ / shares | $ 1.16 | |||||||||||||||
Number of warrants granted (in shares) | shares | 50,000 | |||||||||||||||
Exercisable term of warrants | 10 days | |||||||||||||||
Outstanding Warrants | Minimum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercisable term of warrants | 75 days | |||||||||||||||
Outstanding Warrants | Maximum | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercisable term of warrants | 1 year | |||||||||||||||
Period after issuance when warrant is exercisable | 720 days | |||||||||||||||
Outstanding Warrants | Maximum | Subsequent Event | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Period after issuance when warrant is exercisable | 720 days | |||||||||||||||
Outstanding Warrants | Warrant One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Number of shares into which warrants are exercisable | shares | 12,500 | |||||||||||||||
Outstanding Warrants | Warrant Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase common stock | shares | 6,250 | |||||||||||||||
Underwritten Public Offering | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Shares issued in transaction | shares | 6,667,000 | 6,667,000 | ||||||||||||||
Warrants to purchase common stock | shares | 6,667,000 | 6,667,000 | ||||||||||||||
Sale of stock, price per share (in shares) | $ / shares | $ 3 | $ 3 | ||||||||||||||
Exercise price of warrants per share (in dollars per share) | $ / shares | $ 3.75 | $ 3.75 | ||||||||||||||
Fair value of warrants issued | $ 9,000,000 | |||||||||||||||
Over-Allotment Option | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Warrants to purchase common stock | shares | 1,000,050 | 1,000,050 | 166,675 | |||||||||||||
Warrants exercised | shares | 113,200 | 113,200 | ||||||||||||||
Expiration period of warrants | 5 years | 5 years | ||||||||||||||
Option period of warrants | 45 days | 45 days | ||||||||||||||
Number of warrants granted (in shares) | shares | 166,675 | |||||||||||||||
Secured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 1.10% | 1.10% | ||||||||||||||
Promissory Note - payable to former shareholder of TLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 2.63% | 2.63% | ||||||||||||||
Capital Lease Obligations | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 14.00% | 14.00% | ||||||||||||||
Useful life | 15 years | |||||||||||||||
Discount amortization period | 15 years | |||||||||||||||
Interest expense on capital leases | $ 552,000 | 0 | $ 1,104,000 | 0 | ||||||||||||
Amortization expense | 263,334 | $ 0 | 526,667 | $ 0 | ||||||||||||
Gain sale of real estate | 42,000 | 84,000 | ||||||||||||||
Current portion of capital lease | 35,000 | 35,000 | ||||||||||||||
Kleeneze Limited | Secured Debt | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Restricted Cash and Cash Equivalents | $ 3,027,000 | $ 3,027,000 | ||||||||||||||
Kleeneze Limited | Secured Debt | HSBC Bank PLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Cash consideration transferred | $ 3,000,000 | |||||||||||||||
TLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, term | 10 years | |||||||||||||||
Notes issued by the Company | $ 4,000,000 | |||||||||||||||
Interest rate | 2.63% | |||||||||||||||
TLC | Promissory Note - payable to former shareholder of TLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate | 5.00% | |||||||||||||||
Principal amount | $ 1,700,000 | |||||||||||||||
Maturity date | Oct. 22, 2018 | |||||||||||||||
Secured Debt | Kleeneze Limited | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Cash consideration transferred | $ 3,000,000 | |||||||||||||||
Secured Debt | Kleeneze Limited | HSBC Bank PLC | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt instrument, term | 2 years | |||||||||||||||
Interest rate | 1.10% | |||||||||||||||
Secured Debt | Kleeneze Limited | HSBC Bank PLC | Bank of England Base Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable interest rate (as a percent) | 0.60% |
Accumulated Other Comprehensi42
Accumulated Other Comprehensive Loss (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance at the beginning of the period | $ 321 |
Balance at the end of the period | 174 |
Foreign Currency Translation | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance at the beginning of the period | 128 |
Other comprehensive income (loss) before reclassifications | (153) |
Amount reclassified from AOCI | 0 |
Balance at the end of the period | (25) |
Unrealized Gain (Loss) on Available-for- Sale Securities | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance at the beginning of the period | 192 |
Other comprehensive income (loss) before reclassifications | 7 |
Amount reclassified from AOCI | 0 |
Balance at the end of the period | 199 |
Total Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income (Loss) [Roll Forward] | |
Balance at the beginning of the period | 320 |
Other comprehensive income (loss) before reclassifications | (146) |
Amount reclassified from AOCI | 0 |
Balance at the end of the period | $ 174 |
Fair Value (Details)
Fair Value (Details) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Level 1 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale securities | $ 6,000,000 | $ 129,000 |
Level 2 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Available for sale securities | $ 0 | $ 862,000 |
Contingencies (Details)
Contingencies (Details) - USD ($) $ in Millions | Jun. 30, 2015 | Dec. 31, 2014 |
Commitments and Contingencies Disclosure [Abstract] | ||
Workers compensation liability | $ 0.7 | $ 1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Deferred tax liability | $ 538,446 | $ 538,446 | ||
Deferred income tax expense | 40,000 | $ 44,700 | 73,000 | $ 89,000 |
Current foreign tax expense | $ 152,000 | $ 212,900 | $ 313,000 | $ 491,900 |
Share-based compensation plans
Share-based compensation plans (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)plan | Jun. 30, 2014USD ($) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of share-based compensation plans | plan | 2 | |||
Vesting period of share-based compensation awards | 3 years | |||
Contractural term of share-based compensation awards | 5 years | |||
Unrecognized compensation cost related to unvested share-based compensation | $ 25 | $ 25 | ||
Period for recognition for unrecognized compensation cost related to unvested share-based compensation | 3 years | |||
SARs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period of share-based compensation awards | 3 years | |||
Contractural term of share-based compensation awards | 5 years | |||
Share-based compensation expense | $ (1,200) | $ 311 | $ (1,200) | $ 398 |
Loss per share attributable t47
Loss per share attributable to CVSL (Details) | 6 Months Ended |
Jun. 30, 2015shares | |
Warrants | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Antidilutive securities excluded from computation of earnings per share | 6,996,875 |
Segment Information (Narrative)
Segment Information (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($)segmentcategory | |
Segment Reporting Information [Line Items] | ||||
Amount of net revenues generated in international markets | $ 32,744 | $ 19,366 | $ 49,801 | $ 41,061 |
Number of reportable business segments | segment | 3 | 1 | ||
Categories within business segments | category | 5 | |||
Number of operating segments | segment | 5 | |||
International Markets | ||||
Segment Reporting Information [Line Items] | ||||
Amount of net revenues generated in international markets | $ 25,600 | $ 10,800 | $ 34,900 | $ 21,600 |
International Markets | Net revenues | ||||
Segment Reporting Information [Line Items] | ||||
Percentage of net revenues generated in international markets | 71.60% | 43.90% | 63.50% | 42.10% |
Segment Information (Details)
Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Revenue | $ 35,742 | $ 24,586 | $ 54,961 | $ 51,257 | |
Gross profit | 21,789 | 13,503 | 33,436 | 27,182 | |
Operating expenses | 24,271 | 17,610 | 40,166 | 34,026 | |
Loss on marketable securities | 0 | 58 | 7 | 552 | |
Interest expense | 745 | 213 | 1,341 | 479 | |
Loss from operations before income tax provision | (3,227) | (4,378) | (8,078) | (7,875) | |
Segment Reconciliation [Abstract] | |||||
Total assets | 79,792 | 79,792 | $ 57,307 | ||
Kleeneze Limited | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Revenue | 13,116 | 13,485 | |||
Gourmet Food Products | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Revenue | 4,990 | 1,644 | 7,708 | 2,608 | |
Gross profit | 2,025 | 889 | 2,727 | 1,367 | |
Segment Reconciliation [Abstract] | |||||
Total assets | 1,103 | 1,103 | 1,142 | ||
Home Décor | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Revenue | 22,372 | 12,437 | 31,713 | 27,458 | |
Gross profit | 13,161 | 3,730 | 18,608 | 8,587 | |
Segment Reconciliation [Abstract] | |||||
Increase in assets | 29,000 | ||||
Total assets | 57,215 | 57,215 | 28,184 | ||
Home Décor | Kleeneze Limited | |||||
Segment Reconciliation [Abstract] | |||||
Total assets | 21,000 | 21,000 | |||
Nutritionals and Wellness | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Revenue | 7,981 | 9,954 | 14,757 | 20,156 | |
Gross profit | 6,358 | 8,530 | 11,603 | 16,595 | |
Segment Reconciliation [Abstract] | |||||
Total assets | 10,663 | 10,663 | 11,693 | ||
Publishing & Printing | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Revenue | 273 | 319 | 504 | 613 | |
Gross profit | 179 | 206 | 317 | 393 | |
Other | |||||
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Abstract] | |||||
Revenue | 126 | 232 | 280 | 422 | |
Gross profit | 66 | $ 148 | 181 | $ 239 | |
Segment Reconciliation [Abstract] | |||||
Total assets | $ 10,811 | $ 10,811 | $ 16,288 |
Related party transactions (Det
Related party transactions (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 26, 2015 | |
Related Party Transaction [Line Items] | |||||
Expense reimbursement fees | $ 1,100,000 | $ 960,000 | |||
Selling, General and Administrative Expenses | |||||
Related Party Transaction [Line Items] | |||||
Expense reimbursement fees | $ 552,300 | $ 480,000 | |||
Richmont Capital Partners VM | |||||
Related Party Transaction [Line Items] | |||||
Due to related parties, current | $ 425,000 |
Goodwill and Other Intangible51
Goodwill and Other Intangible Assets (Goodwill) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | 21 Months Ended | ||
Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)segment | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($) | |
Goodwill [Line Items] | |||||
Number of operating segments | segment | 5 | ||||
Impairment of goodwill | $ 192 | $ 0 | $ 192 | $ 0 | |
Goodwill | 5,246 | 4,095 | $ 5,246 | ||
Goodwill [Roll Forward] | |||||
Gross goodwill at beginning of period | 7,073 | ||||
Gross goodwill at end of period | 8,415 | 8,415 | 8,415 | ||
Accumulated Impairment at beginning of period | (2,978) | ||||
Impairment of goodwill | (192) | $ 0 | (192) | $ 0 | |
Accumulated Impairment at end of period | (3,170) | (3,170) | (3,170) | ||
Goodwill, additions, other | 3 | ||||
Goodwill, other | (2) | ||||
Goodwill, other, net increase | 1 | ||||
Net goodwill, beginning balance | 4,095 | ||||
Net goodwill, other | (2) | ||||
Net goodwill, ending balance | 5,246 | 5,246 | 5,246 | ||
Kleeneze Limited | |||||
Goodwill [Roll Forward] | |||||
Goodwill, additions | 1,342 | ||||
Net goodwill, additions | 1,345 | ||||
Tomboy Tools | |||||
Goodwill [Line Items] | |||||
Impairment of goodwill | 192 | 375 | |||
Goodwill | 190 | 190 | 190 | ||
Goodwill [Roll Forward] | |||||
Impairment of goodwill | (192) | (375) | |||
Net goodwill, ending balance | $ 190 | $ 190 | $ 190 |
Goodwill and Other Intangible52
Goodwill and Other Intangible Assets Goodwill and Other Intangible Assets (Identifiable Intangible Assets) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,942 | $ 5,942 |
Accumulated Amortization | (2,484) | (2,384) |
Net Carrying Amount | $ 3,458 | $ 3,558 |
Weighted Average Amortization period (in years) | 17 years | 17 years |
Trade name and trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 5,579 | $ 5,579 |
Accumulated Amortization | (2,430) | (2,348) |
Net Carrying Amount | $ 3,149 | $ 3,231 |
Weighted Average Amortization period (in years) | 19 years | 19 years |
Other intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 363 | $ 363 |
Accumulated Amortization | (54) | (36) |
Net Carrying Amount | $ 309 | $ 327 |
Weighted Average Amortization period (in years) | 9 years | 9 years |
Goodwill and Other Intangible53
Goodwill and Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 51 | $ 51 | $ 103 | $ 103 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||||
2015 (remaining six months) | 103 | 103 | ||
2,016 | 206 | 206 | ||
2,017 | 206 | 206 | ||
2,018 | 206 | 206 | ||
2,019 | 206 | 206 | ||
Thereafter | $ 2,531 | $ 2,531 |
Subsequent Events Subsequent Ev
Subsequent Events Subsequent Events (Details) | Jul. 30, 2015agreement$ / sharesshares | Jul. 02, 2014$ / sharesshares | Jun. 30, 2015$ / shares | Dec. 31, 2014$ / shares |
Subsequent Event [Line Items] | ||||
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of consulting agreements | agreement | 2 | |||
Number of warrants granted (in shares) | shares | 500,000 | |||
Common stock, par value (in dollars per share) | $ 0.0001 | |||
Warrants to purchase common stock | shares | 1,000,000 | |||
Exercise price of warrants per share (in dollars per share) | $ 1.27 | |||
Outstanding Warrants | ||||
Subsequent Event [Line Items] | ||||
Number of warrants granted (in shares) | shares | 50,000 | |||
Exercise price of warrants per share (in dollars per share) | $ 12.80 | |||
Outstanding Warrants | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Number of warrants granted (in shares) | shares | 50,000 | |||
Exercise price of warrants per share (in dollars per share) | $ 1.16 | |||
Maximum | Outstanding Warrants | ||||
Subsequent Event [Line Items] | ||||
Period after issuance when warrant is exercisable | 720 days | |||
Maximum | Outstanding Warrants | Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Period after issuance when warrant is exercisable | 720 days |