Document_and_Entity_Informatio
Document and Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Sep. 19, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Entity Registrant Name | 'As Seen On TV, Inc. | ' |
Entity Central Index Key | '0001432967 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 531,815,115 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $1,968,086 | $91,397 |
Accounts receivable, net | 1,429,041 | 1,127,058 |
Affiliate receivable - related party | 358,954 | ' |
Inventories | 3,500,694 | 879,178 |
Note receivable on asset sale - current | 225,000 | ' |
Prepaid expenses and other current assets | 2,337,033 | 96,826 |
Total current assets | 9,818,808 | 2,194,459 |
Restricted cash - non current | 61,244 | ' |
Notes receivable, including interest receivable - related party | 1,003,164 | ' |
Note receivable on asset sale less current portion | 675,000 | ' |
Property and equipment, net | 407,803 | 100,732 |
Goodwill | 16,421,922 | ' |
Intangibles, net | 11,427,926 | ' |
Deposits | 18,396 | ' |
Total assets | 39,834,263 | 2,295,191 |
Current liabilities: | ' | ' |
Accounts payable | 6,060,146 | 2,193,664 |
Deferred revenue | 25,054 | 37,030 |
Accrued expenses and other current liabilities | 3,784,114 | 659,695 |
Accounts receivable financing arrangement | 69,305 | 473,960 |
Notes payable - related party | 3,016,228 | ' |
Notes payable - current portion | 17,699,077 | ' |
Warrant liability | 2,373,884 | ' |
Due to Infusion Brands International | ' | 20,138,733 |
Total current liabilities | 33,027,808 | 23,503,082 |
Notes payable | 2,075,993 | ' |
Notes payable - related party | 11,211,562 | ' |
Total liabilities | 46,315,363 | 23,503,082 |
Commitments and contingencies (Note 13) | ' | ' |
Redeemable preferred stock (Note 14) | 2,700,000 | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $.0001 par value; 10,000,000 shares authorized; no shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively. | ' | ' |
Common stock, $.0001 par value; 750,000,000 shares authorized and 531,815,115 and 71,741,250 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively. | 53,182 | 7,174 |
Additional paid-in capital | 22,887,977 | 6,476,565 |
Accumulated deficit | -30,980,593 | -27,691,630 |
Total ASTV stockholders' equity (deficiency) | -8,039,434 | -21,207,891 |
Deficit relating to noncontrolling interest in Ronco Holdings, Inc. | -1,141,666 | ' |
Total stockholders' equity (deficiency) | -9,181,100 | -21,207,891 |
Total liabilities, redeemable preferred stock and stockholders' equity (deficiency) | 39,834,263 | 2,295,191 |
Variable Interest Entity ("VIE") [Member] | ' | ' |
ASSETS | ' | ' |
Accounts receivable | 1,840,384 | ' |
Prepaid expenses and other assets | 229,468 | ' |
Current assets: | ' | ' |
Cash | 15,889 | ' |
Accounts receivable, net | 1,497,513 | ' |
Affiliate receivable - related party | 342,871 | ' |
Inventories | 1,657,820 | ' |
Prepaid expenses and other current assets | 229,468 | ' |
Total current assets | 3,743,561 | ' |
Property and equipment, net | 261,355 | ' |
Goodwill | 15,907,825 | ' |
Intangibles, net | 3,635,426 | ' |
Total assets | 23,548,167 | ' |
Current liabilities: | ' | ' |
Accounts payable | 2,159,648 | ' |
Accrued expenses and other current liabilities | 2,882,220 | ' |
Notes payable - current portion | 11,620,143 | ' |
Total current liabilities | 16,662,011 | ' |
Accounts payable | 2,159,648 | ' |
Accrued expenses | 2,882,220 | ' |
Notes payable | 15,205,734 | ' |
Notes payable - related party | 3,585,591 | ' |
Total liabilities | 20,247,602 | ' |
Redeemable preferred stock (Note 14) | $2,700,000 | ' |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS [Abstract] | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 531,815,115 | 71,741,250 |
Common stock, shares outstanding | 531,815,115 | 71,741,250 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ' | ' | ' | ' |
Revenues | $3,385,371 | $3,813,904 | $6,580,947 | $9,190,171 |
Cost of revenues | 2,037,233 | 2,747,362 | 4,077,838 | 6,671,863 |
Gross profit | 1,348,138 | 1,066,542 | 2,503,109 | 2,518,308 |
Operating expenses: | ' | ' | ' | ' |
Selling and marketing expenses | 1,912,497 | 362,950 | 2,511,442 | 886,775 |
General and administrative expenses | 2,993,567 | 1,285,166 | 4,536,731 | 2,692,626 |
Loss from operations | -3,557,926 | -581,574 | -4,545,064 | -1,061,093 |
Other (income) expense: | ' | ' | ' | ' |
Gain on warrant revaluation | -1,702,841 | ' | -1,702,841 | ' |
Interest income | -32,365 | ' | -37,045 | ' |
Interest expense | 1,375,108 | 73,242 | 1,617,834 | 169,269 |
Other (income) expense | -1,912 | -2,031 | 7,617 | 1,429 |
Net other (income) expense | -362,010 | 71,211 | -114,435 | 170,698 |
Loss before provision for income taxes | -3,195,916 | -652,785 | -4,430,629 | -1,231,791 |
Provision for income taxes | ' | ' | ' | ' |
Net loss | -3,195,916 | -652,785 | -4,430,629 | -1,231,791 |
Less: Net loss attributed to noncontrolling interest in Ronco Holdings, Inc. | 1,016,403 | ' | 1,141,666 | ' |
Net loss attributable to As Seen On TV, Inc. | ($2,179,513) | ($652,785) | ($3,288,963) | ($1,231,791) |
Basic and diluted loss per share | $0 | ($0.01) | ($0.01) | ($0.02) |
Basic and diluted weighted-average number of common shares outstanding | 526,759,358 | 71,282,482 | 300,507,260 | 64,807,761 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY) (USD $) | Total | Common Shares, $.0001 Par Value Per Share [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total ASTV Stockholders' Deficit [Member] | Defict Related to Noncontrolling Interest in Ronco [Member] |
Balance at Dec. 31, 2013 | ($21,207,891) | $7,174 | $6,476,565 | ($27,691,630) | ($21,207,891) | ' |
Balance, shares at Dec. 31, 2013 | 71,741,250 | 71,741,250 | ' | ' | ' | ' |
Share based compensation | 253,792 | ' | 253,792 | ' | 253,792 | ' |
Affiliate capital contribution | 10,181,201 | ' | 10,181,201 | ' | 10,181,201 | ' |
Shares issued in connection with reverse acquisition | 5,997,476 | 45,296 | 5,952,180 | ' | 5,997,476 | ' |
Shares issued in connection with reverse acquisition, shares | ' | 452,960,490 | ' | ' | ' | ' |
Shares issued under repricing agreement | ' | 712 | -712 | ' | ' | ' |
Shares issued under repricing agreement, shares | ' | 7,113,375 | ' | ' | ' | ' |
Warrants issued for services | 24,951 | ' | 24,951 | ' | 24,951 | ' |
Net loss attributable to noncontrolling interest | -1,141,666 | ' | ' | ' | ' | -1,141,666 |
Net loss attributable to As Seen On TV, Inc. | -3,288,963 | ' | ' | -3,288,963 | -3,288,963 | ' |
Balance at Jun. 30, 2014 | ($9,181,100) | $53,182 | $22,887,977 | ($30,980,593) | ($8,039,434) | ($1,141,666) |
Balance, shares at Jun. 30, 2014 | 531,815,115 | 531,815,115 | ' | ' | ' | ' |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Cash flows from operating activities | ' | ' |
Net loss | ($4,430,629) | ($1,231,791) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ' | ' |
Accretion of discount on notes payable | 847,259 | ' |
Amortization of debt issuance costs | 102,556 | ' |
Change in allowance for inventory obsolescence | 76,001 | ' |
Change in allowance for sales returns | -59,518 | -251,565 |
Change in allowance for uncollectible accounts | 18,324 | -15,755 |
Depreciation and amortization | 285,456 | 19,940 |
Gain on warrant revaluation | -1,702,841 | ' |
Warrants issued for services | 24,951 | ' |
Share-based compensation expense | 253,792 | 468,830 |
Changes in operating assets and liabilities | ' | ' |
Accounts receivable | 125,537 | 1,241,399 |
Inventories | -1,180,148 | 331,507 |
Prepaid expenses and other current assets | -1,340,306 | -94,309 |
Accounts payable | 83,580 | 525,729 |
Accrued expenses and other current liabilities | 847,719 | 113,456 |
Deferred revenue | -50,745 | -198,574 |
Other | -44,510 | -9,047 |
Net cash (used in) provided by operating activities | -6,143,522 | 899,820 |
Cash flows from investing activities | ' | ' |
Decrease in restricted cash | 22,118 | ' |
Patent renewal costs | -9,500 | ' |
Cash acquired in connection with acquisitions | 150,398 | ' |
Purchase of property and equipment | -130,823 | ' |
Net cash provided by investing activities | 32,193 | ' |
Cash flows from financing activities | ' | ' |
Capital contribution from Infusion Brands International | 31,161 | ' |
Funds borrowed from affliated entities | ' | 370,134 |
Net payments made on accounts receivable factoring arrangement | -404,655 | -1,427,536 |
Principal payments on notes payable | -45,321 | ' |
Proceeds from senior secured note payable | 8,406,833 | ' |
Net cash provided by (used in) financing activities | 7,988,018 | -1,057,402 |
Net decrease in cash | 1,876,689 | -157,582 |
Cash at beginning of year | 91,397 | 288,779 |
Cash at end of year | 1,968,086 | 131,197 |
Supplemental Cash Flow Information | ' | ' |
Interest paid in cash | 1,526,183 | 169,269 |
Income taxes paid in cash | ' | ' |
Non Cash Investing and Financing Activities | ' | ' |
Anti-dilutive shares issued | 712 | ' |
Capital contribution from Infusion Brands International | 10,181,201 | ' |
Common shares issued in connection with merger | 5,997,476 | ' |
Insurance premiums financed through note payable | 138,139 | ' |
Warrants issued with notes payable | 2,407,930 | ' |
Reclassification of accrued interest to principal balance of debt | 211,562 | ' |
Debt issuance costs withheld from debt proceeds | $441,000 | ' |
Basis_of_Presentation_Descript
Basis of Presentation ,Description of Our Business, Liquidity and Going Concern | 6 Months Ended |
Jun. 30, 2014 | |
Basis of Presentation ,Description of Our Business, Liquidity and Going Concern [Abstract] | ' |
Basis of Presentation ,Description of Our Business, Liquidity and Going Concern | ' |
Note 1. Basis of Presentation ,Description of Our Business, Liquidity and Going Concern | |
Basis of Presentation | |
On April 2, 2014, As Seen On TV, Inc. ("ASTV") and Infusion Brands, Inc. ("Infusion"), entered into an Agreement and Plan of Merger ("Merger Agreement"). Under the terms of the Merger Agreement, ASTV issued 452,960,490 shares of common stock to Infusion Brands International, Inc. ("IBI"), parent of Infusion, in exchange for all the shares of Infusion. Following the transaction, IBI became an 85.2% owner of ASTV's outstanding common stock and 75% owner of ASTV's common shares on a fully diluted basis. | |
The merger has been accounted for as a reverse acquisition with Infusion treated for accounting purposes as the acquirer. As such, the financial statements of Infusion Brands, Inc. are treated as the historical financial statements of the Company, with the results of ASTV being included from April 2, 2014 and thereafter. For the periods prior to the closing of the reverse acquisition our discussion below relates to the historical business and operations of Infusion. See Note 4. | |
Concurrent with the April 2, 2014 Merger Agreement, Infusion assumed all assets and obligations of Infusion Brands International, Inc. ("IBI"), including all rights held by IBI under a participation agreement between IBI and secured creditors of Ronco Holdings, Inc. ("Ronco"). Accordingly, while Infusion does not hold an equity position in Ronco, Ronco was deemed a Variable Interest Entity ("VIE") with Infusion being the primary beneficiary therefore, the results of Ronco are included in the consolidated financial statements from March 6, 2014 and thereafter. See Note 3 for specifics of the participation agreement and VIE determination. | |
Concurrent with the aforementioned reverse merger, ASTV changed its fiscal year end from March 31st to December 31st to align with the fiscal year end of Infusion and Ronco. This was done to improve financial comparability as all entities are consolidated. | |
The consolidated condensed results of operations include the revenues and expenses of Ronco subsequent to March 6, 2014, the date Ronco became a VIE, and ASTV's business subsequent to April 2, 2014, the closing date of the reverse acquisition. | |
The condensed consolidated financial statements as of June 30, 2014 and for the three and six month periods ended June 30, 2014 and 2013 are unaudited and, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) necessary to present fairly the financial position as of June 30, 2014, and the results of operations for the three and six month periods ended June 30, 2014 and 2013, the statement of shareholders' equity (deficiency) for the six months ended June 30, 2014 and the statements of cash flows for the six month periods ended June 30, 2014 and 2013. The condensed consolidated results of operations for the three and six months ended June 30, 2014 are not necessarily indicative of the results to be expected for the entire year. The condensed consolidated balance sheet as of December 31, 2013 has been derived from Infusion's audited financial statements for the year ended December 31, 2013. While management of the Company believes that the disclosures presented are adequate to make the information not misleading, these condensed consolidated financial statements should be read in conjunction with audited financial statements and the footnotes thereto for the fiscal year ended December 31, 2013 as filed with the Securities and Exchange Commission as exhibit 99.1 to Form 8-K/A on September 2, 2014. | |
Collectively ASTV, Infusion and Ronco are referred to as the "Company" herein. | |
Description of Our Business | |
ASTV | |
As Seen On TV, Inc. is a direct response marketing company and owner of AsSeenOnTV.com and eDiets.com. We identify, develop and market consumer products for global distribution via TV, Internet and retail channels. We also generate subscription based revenue from our nationwide weight-loss oriented digital subscription service through eDiets.com. | |
ASTV, a Florida corporation, was organized in November 2006. Our executive offices are located in Clearwater, Florida. | |
Infusion | |
Infusion is a Nevada Corporation and a wholly-owned subsidiary of ASTV. Infusion is a consumer products company that leverages direct response channels to satisfy unmet market demands and solve everyday problems. Infusion competes in three key product verticals - hardware, home goods, and cleaning - with a portfolio of revenue-generating brands including DualSaw, DualTools™, and DOC Cleaning. With physical offices in North America, Europe and Asia, Infusion has worldwide reach and capability. Its products are sold globally through a variety of national retailers, online retailers, catalogs, infomercials, and live shopping channels. Most of the Company's sales are generated in North America and Asia Pacific, to a large number of customers. | |
Ronco | |
Ronco was organized as a Corporation under the laws of the State of Delaware on January 11, 2011. Ronco is located in Austin, Texas and is engaged in the development and retail sale of consumer products throughout the United States. Ronco is a provider of proprietary consumer products for the kitchen and home. Ronco's product line sells throughout the year through infomercials, internet sales, wholesale distributors and direct retailers. | |
Segments | |
Commencing with the reverse merger, the Company organized its business into four operating segments to align its organization based upon the Company's management structure, products and services offered and funding requirements. The four operating segments that management defined were Power Tools & Cleaning, Housewares, eCommerce and Corporate. See Note 16 for further segment discussion. | |
Liquidity and Going Concern | |
At June 30, 2014, we had a cash balance of approximately $2.0 million, a working capital deficit of approximately $23.2 million and an accumulated deficit of approximately $31.7 million. We have experienced losses from operations since our inception and defaulted on our debt, and we have relied on a series of private placements of secured and unsecured promissory notes. The Company cannot predict how long it will continue to incur losses or whether it will ever become profitable. | |
We have undertaken, and will continue to implement, various measures to address our financial condition, including: | |
· | |
Significantly curtailing costs and consolidating operations, where feasible. | |
· | |
Seeking debt, equity and other forms of financing, including funding through strategic partnerships. | |
· | |
Reducing operations to conserve cash. | |
· | |
Deferring certain marketing activities. | |
· | |
Investigating and pursuing transactions with third parties, including strategic transactions and relationships. | |
There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result from the outcome of these uncertainties. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||
Note 2. Summary of Significant Accounting Policies | |||||||||||||||||
Accounting Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods. The significant estimates included in the Company's financial statements are the allowance for doubtful accounts, allowance for sales returns, inventory reserves, the estimated lives of property and equipment and intangible assets, the inputs used in determining the fair value of stock-based compensation and warrant liabilities, and the allocation of the consideration in the business combinations. Our management believes the estimates utilized in preparing our consolidated financial statements are reasonable. Actual results could differ significantly from these estimates. | |||||||||||||||||
Restricted Cash | |||||||||||||||||
Restricted cash represents funds held by credit card processors. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
We recognize revenue from product sales in accordance with Financial Accounting Standards Board ("FASB") ASC 605 - Revenue Recognition. Revenue from product sales is recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customer's order is received and we receive acknowledgment of receipt by a third party shipper and collection is reasonably assured. | |||||||||||||||||
The Company provides an allowance for returns based upon specific product warranty agreements and past experience and industry knowledge. All significant returns for the periods presented have been offset against gross sales. The Company also provides a reserve for warranties, which is not significant and is included in accrued expense. | |||||||||||||||||
Accounts Receivable and allowance for doubtful accounts | |||||||||||||||||
Accounts receivable consists of amounts due from the sale of our power tools, cleaning, and housewares products and dietary programs less an allowance for uncollectible accounts. The allowance for doubtful accounts which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability. The allowance for doubtful accounts was approximately $22,000 and $15,000 as of June 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Inventories and Advances on Inventory Purchases | |||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined using a first-in, first-out, or FIFO, method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value. | |||||||||||||||||
Advances on inventory purchases represent payments made to our product suppliers in advance of delivery to the Company and are included in prepaid expenses and other current assets. It is common industry practice to require a substantial deposit against products ordered before commencement of manufacturing, particularly with off-shore suppliers. Additional advance payments may also be required upon achievement of certain agreed upon manufacturing or shipment benchmarks. | |||||||||||||||||
In-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories are expensed as incurred and included in cost of goods sold. The Company's inventories are acquired and carried for retail sale and, accordingly, the carrying value is susceptible to, among other things, market trends and conditions and overall customer demand. The Company uses its best estimates of all available information to establish reasonable inventory quantities. However, these conditions may cause our inventories to become obsolete and/or excessive. The Company reviews its inventories periodically for indications that reserves are necessary to reduce the carrying values to the lower of cost or market values. | |||||||||||||||||
Property and Equipment, net | |||||||||||||||||
We record property, equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the remaining term of the lease. | |||||||||||||||||
We review our long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from future undiscounted cash flows. Impairment losses are recorded for the excess, if any, of the carrying value over the fair value of the long-lived assets. | |||||||||||||||||
Intangible Asset | |||||||||||||||||
Intangible assets include acquired customer relationships, URLs and patents trademarks. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets of five to nine years in accordance with ASC Topic 350 "Intangibles - Goodwill and Other". Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. See Note 7. | |||||||||||||||||
Goodwill and Indefinite Lived Intangible Assets | |||||||||||||||||
Goodwill and indefinite lived intangible assets are not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 "Intangibles - Goodwill and Other". The test for impairment will be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company determined that no events occurred or circumstances occurred through June 30, 2014 that would indicate that the fair value of goodwill and indefinite lived intangible assets may be below its carrying amount. However, if market conditions deteriorate, or if the Company is unable to execute on its strategies, it may be necessary to record impairment charges in the future. | |||||||||||||||||
Share-based payments | |||||||||||||||||
The Company recognizes share-based compensation expense on share based awards under the provisions of ASC 718 Compensation - Stock Compensation. Compensation expense is recognized over the vesting period from the date of grant. | |||||||||||||||||
Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. | |||||||||||||||||
Earnings (Loss) Per Share | |||||||||||||||||
Basic earnings (loss) per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. | |||||||||||||||||
The following securities were not included in the computation of diluted net earnings per share as their effect would be anti-dilutive: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options | 3,288,836 | - | 3,288,836 | - | |||||||||||||
Warrants | 93,458,239 | - | 93,458,239 | - | |||||||||||||
Total dilutive securities | 96,747,075 | - | 96,747,075 | - | |||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and trade accounts receivable. Cash is held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Credit is extended to our customers, based on an evaluation of a customer's financial condition and collateral is not required. | |||||||||||||||||
Advertising and Infomercial Production Costs | |||||||||||||||||
Advertising costs are expensed when incurred. Direct response production costs consist of infomercial production costs. Such costs are deferred until the infomercial airs for the first time. | |||||||||||||||||
Product Development Costs | |||||||||||||||||
Costs of research, new product development and product redesign are charged to expense as incurred. | |||||||||||||||||
Patent Renewal Costs | |||||||||||||||||
The Company's intellectual property portfolio consists mainly of patents with respect to the technology and use of its products. Patent renewal and maintenance fees are due at various times over the life of the patent to keep patent in force. The Company capitalizes these costs and amortizes them over the shorter of the economic life or remaining life of the patent. | |||||||||||||||||
Fair Value Measurements | |||||||||||||||||
FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us on June 30, 2014 and December 31, 2013, respectively. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. | |||||||||||||||||
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy are as follows: | |||||||||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. | |||||||||||||||||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. | |||||||||||||||||
Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. | |||||||||||||||||
The carrying amounts reported in the consolidated balance sheet for cash, accounts receivable, notes receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The fair value of notes payable are based on borrowing rates that are available to the Company for loans with similar terms, collateral and maturity. The estimated fair value of notes payable approximates the carrying value. Determination of fair value of related party payables and receivables is not practicable due to their related party nature. | |||||||||||||||||
Accounting Standards Updates | |||||||||||||||||
In May 2014, the FASB has issued No. 2014-09, Revenues from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other, are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact that this ASU will have on its financial statements. | |||||||||||||||||
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 2014-15"). ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-14 on our financial statements and disclosures. | |||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. Also consolidated are the assets, liabilities and results of operations of Ronco as a variable interest entry effective March 6, 2014. See Note 3. All inter-company account balances and transactions have been eliminated in consolidation. |
Variable_Interest_Entity
Variable Interest Entity | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Variable Interest Entity [Abstract] | ' | ||||
Variable Interest Entity | ' | ||||
Note 3. Variable Interest Entity | |||||
Ronco Holdings, Inc. is a distributor of consumer products which the Company believes could add significantly to its product lines and distribution channels. | |||||
On March 6, 2014, under the terms of the Amended and Restated RFL Enterprises and Infusion Agreement ("Participation Agreement"), IBI agreed to the acquisition of all rights with respect to secured debts held by creditors of Ronco, subject to an initial payment of $2,000,000 and a final payment of $2,350,000 within one year. The initial payment was made in March 2014 and on April 2, 2014, concurrent with execution of the merger agreement between the Company and Infusion (Note 4), Infusion assumed all assets and obligations of IBI, including all rights held by IBI under the Participation Agreement. These rights included the ability to designate a majority of the members of Ronco's board of directors, which became effective in March 2014 upon the initial $2,000,000 payment. The composition of management was the same for both IBI and Infusion on March 6, 2014. The power to direct the activities that most significantly impacted Ronco's economic performance was determined to have occurred when the Participation Agreement was signed on March 6, 2014 with Infusion being deemed the primary beneficiary on that date. | |||||
A VIE is an entity that either (i) has insufficient equity to permit the entity to finance its activities without additional subordinated financial support or (ii) has equity investors who lack the characteristics of a controlling financial interest. A VIE is consolidated by its primary beneficiary. The primary beneficiary has both the power to direct the activities that most significantly impact the entity's economic performance and the obligation to absorb losses or the right to receive benefits from the entity that could potentially be significant to the VIE. Management has concluded, as a result of the Participation Agreement, that Infusion is the primary beneficiary of Ronco as Infusion has the power to direct the activities of Ronco that most significantly impact its economic performance. Therefore, Ronco was consolidated effective March 6, 2014. Infusion's initial consolidation of Ronco is accounted for as a business combination which requires that the assets and liabilities be recorded at fair value. This conclusion will be re-evaluated during subsequent reporting periods if the relationship between Infusion and Ronco changes. | |||||
The liabilities of Ronco consolidated by the Company do not represent additional claims on the Company's general assets; rather, they represent claims against the specific assets of Ronco. Similarly, the assets of Ronco consolidated by the Company do not represent additional assets available to satisfy claims against the Company's general assets. The creditors of Ronco do not have recourse to the Company, thereby limiting our liability risks associated with our variable interests in Ronco. | |||||
A summary of Ronco assets and liabilities included in the Company's condensed consolidated financial statements at June 30, 2014, is as follows: | |||||
Assets | |||||
Current assets: | |||||
Cash | $ | 15,889 | |||
Accounts receivable, net | 1,497,513 | ||||
Accounts receivable - related party | 342,871 | ||||
Inventories | 1,657,820 | ||||
Prepaid expenses and other assets | 229,468 | ||||
Total current assets | 3,743,561 | ||||
Property and equipment, net | 261,355 | ||||
Goodwill | 15,907,825 | ||||
Intangible assets, net | 3,635,426 | ||||
Total assets | $ | 23,548,167 | |||
Liabilities and Redeemable Preferred Stock | |||||
Current liabilities: | |||||
Accounts payable | $ | 2,159,648 | |||
Accrued expenses | 2,882,220 | ||||
Notes payable | 11,620,143 | ||||
Total current liabilities | 16,662,011 | ||||
Long-term notes payable - related party | 3,585,591 | ||||
Total liabilities | $ | 20,247,602 | |||
Redeemable preferred stock | $ | 2,700,000 | |||
The condensed consolidated results of operations for the three and six month periods ended June 30, 2014, include revenues attributable to Ronco of approximately $1,671,000 and $2,285,000, respectively, and a net loss attributable to Ronco of approximately $1,016,000 and $1,142,000, respectively. |
Business_Combinations
Business Combinations | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combinations | ' | ||||||||
Note 4. Business Combinations | |||||||||
Reverse Acquisition | |||||||||
On April 2, 2014, As Seen On TV, Inc. ("ASTV") and Infusion Brands, Inc. ("Infusion"), entered into an Agreement and Plan of Merger ("Merger Agreement"). Under the terms of the Merger Agreement, ASTV issued 452,960,490 shares of its common stock to Infusion Brands International, Inc. ("IBI"), parent of Infusion, in exchange for all of the shares of Infusion. Following the transaction, IBI became an 85.2% owner of ASTV's outstanding common shares and 75% owner of the ASTV's common shares on a fully diluted basis. The Merger Agreement further provided IBI with the right to appoint a majority of the Company's Board of Directors. Accordingly, the transaction was accounted for as a reverse acquisition under the provisions of ASC 805-40 Business Combinations - Reverse Acquisitions with Infusion becoming the acquirer for accounting purposes and ASTV becoming the accounting acquiree. | |||||||||
The effective consideration transferred to ASTV is determined based on the amount of shares that Infusion would have to issue to ASTV shareholders in order to provide the same ownership ratios as previously discussed. The fair value of the consideration effectively transferred by Infusion should be based on the most reliable measure. In this case, the market price of ASTV shares provide a more reliable basis for measuring the consideration effectively transferred than the estimated fair value of the shares of Infusion. The fair value of ASTV common stock is based on the closing stock price on April 2, 2014 of $0.09 per share, the closing stock price on the effective date of the merger. | |||||||||
The Merger Agreement provided for merger consideration of the 452,960,490 shares of ASTV common stock as well as ASTV assuming all obligations of Infusion and all agreements relating to their indebtedness. | |||||||||
The estimate of the consideration paid by the Company in the transaction is as follows: | |||||||||
Fair Value of the ASTV common shares | (A) | $ | 6,456,713 | ||||||
Less: | |||||||||
Reduction in note payable to IBI | (B) | (450,000 | ) | ||||||
Interest accrued on IBI note payable | (C) | (9,237 | ) | ||||||
Consideration effectively transferred | $ | 5,997,476 | |||||||
------- | |||||||||
(A) | |||||||||
Based on 71,741,250 common shares with a fair value of $0.09 per share, the closing price of As Seen On TV, Inc. common shares on April 2, 2014, the transaction closing date. | |||||||||
(B) | |||||||||
Represents a series of notes issued by ASTV to IBI between December 23, 2013 and March 14, 2014 used for general working capital purposes. In the event the merger transaction was not completed by June 30, 2014, all principal and related accrued interest became payable, which was forgiven when the transaction closed. | |||||||||
(C) | |||||||||
Accrued interest related to the IBI notes, accrued at 12% per annum. | |||||||||
The fair value of assets acquired and liabilities assumed were based on estimates by our management. The Company expects the allocation to be finalized within twelve months of the effective date of the merger. The following table summarizes the estimated provisional fair value amounts of assets acquired and liabilities assumed on the effective date of acquisition: | |||||||||
Cash and cash equivalents | $ | 53,966 | |||||||
Accounts receivable | 4,560 | ||||||||
Note receivable - current | 225,000 | ||||||||
Prepaid expenses and other current assets | 271,804 | ||||||||
Restricted cash - non current | 83,462 | ||||||||
Note receivable - non current | 675,000 | ||||||||
Property and equipment | 43,798 | ||||||||
Goodwill | 514,097 | ||||||||
Intangible assets | 7,950,000 | ||||||||
Deposits | 2,185 | ||||||||
Total assets acquired | 9,823,872 | ||||||||
Accounts payable | (625,413 | ) | |||||||
Accrued expenses and other current liabilities | (361,471 | ) | |||||||
Notes payable - current portion | (230,486 | ) | |||||||
Warrant liability | (1,668,795 | ) | |||||||
Current liabilities of discontinued operations | (904,788 | ) | |||||||
Notes payable - non current | (35,443 | ) | |||||||
Total liabilities assumed | (3,826,396 | ) | |||||||
Net assets acquired | $ | 5,997,476 | |||||||
Of the $7,950,000 of acquired intangible assets $3,150,000 was allocated to our eDiets subsidiary and included $1,200,000 of customer relationships, $1,100,000 of domain names and $850,000 allocated to trade names. These intangibles are being amortized on a straight-line basis over a 5-year weighted average useful life. In addition, $4,800,000 of the purchase price was allocated to the Company's asseenontv.com URLs and related websites which are not subject to amortization. | |||||||||
The purchase price exceeded the fair value of the net assets acquired by $514,097 which was recorded as goodwill and assigned to our eCommerce segment. | |||||||||
The condensed consolidated results of operations for the three and six month periods ended June 30, 2014, include post-combination revenues and net loss attributable to ASTV of approximately $189,000 and $600,000, respectively | |||||||||
. | |||||||||
VIE Acquisition | |||||||||
Under the provisions of the Amended and Restated RFL Enterprises and Infusion Agreement ("Participation Agreement") dated March 6, 2014, RFL Enterprises LLC, Ronco Funding, LLC and IBI agreed the acquisition of all rights with respect to secured debts held by creditors of Ronco Holdings, Inc. ("Ronco") would be transferred to IBI, subject to an initial payment of $2,000,000 and a final payment of $2,350,000 within one year. The initial payment was made in March 2014 and on April 2, 2014, concurrent with the execution of the merger agreement between the Company and Infusion, as discussed above, Infusion assumed all assets and obligations of IBI, including all rights held by IBI under the Participation Agreement. These rights included the ability to designate a majority of the members of Ronco Holdings board of directors, effective with the initial payment of $2,000,000. Accordingly, while Infusion had not yet acquired an equity position, Ronco was deemed a Variable Interest Entity under the provisions of ASC 810 - Consolidation with Infusion being the primary beneficiary. Accordingly, Ronco was consolidated into the Company's condensed consolidated statement of operations and balance sheet at June 30, 2014. See Note 3. | |||||||||
The fair value of assets and liabilities consolidated, as of March 6, 2014, the date of the Participation Agreement, was based on estimates by our management. The Company expects the allocation to be finalized within twelve months of the effective date of the Participation Agreement. The following table summarizes the estimated provisional fair value amounts of assets and liabilities recorded as of the effective date: | |||||||||
Cash and cash equivalents | $ | 96,432 | |||||||
Accounts receivable | 752,172 | ||||||||
Inventories | 1,517,374 | ||||||||
Prepaid expenses and other current assets | 332,613 | ||||||||
Property and equipment | 179,672 | ||||||||
Goodwill | 15,907,825 | ||||||||
Intangible assets | 3,700,000 | ||||||||
Total assets | 22,486,088 | ||||||||
Accounts payable | (2,443,917 | ) | |||||||
Accrued expenses and other current liabilities | (2,238,531 | ) | |||||||
Notes payable - current portion | (10,165,040 | ) | |||||||
Notes payable - related party - current portion | (3,016,228 | ) | |||||||
Notes payable - non current portion | (1,922,372 | ) | |||||||
Redeemable preferred stock | (2,700,000 | ) | |||||||
Total liabilities and temporary equity | (22,486,088 | ) | |||||||
Consideration paid | $ | - | |||||||
Of the $3,700,000 of acquired intangible assets $2,000,000 was allocated to our patents and $1,700,000 allocated to our trademarks. The patents are being amortized on a straight-line basis over a 9-year weighted average useful life. The trademarks are an indefinite lived intangible asset not subject to amortization. | |||||||||
The purchase price exceeded the fair value of the net assets acquired by $15,907,825 which was recorded as goodwill and assigned to our Housewares segment. | |||||||||
Pro Forma Results of Operations | |||||||||
The condensed consolidated results of operations for the six months ended June 30, 2014, do not include the revenues or expenses of Ronco prior to March 6, 2014 nor ASTV's business on or prior to April 2, 2014, the closing date of the reverse acquisition. | |||||||||
The following unaudited pro forma results for the six months periods ended June 30, 2014 and 2013 summarize the condensed consolidated results of operations of the Company, assuming the recognition of Ronco as a Variable Interest Entity and reverse acquisition had occurred on January 1, 2013 and after giving effect to the reverse acquisition adjustments, including amortization of intangibles fair valued during the transactions and transaction related costs: | |||||||||
Six Months Ended | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Net revenues | $ | 7,223,669 | $ | 18,441,410 | |||||
Net income (loss) attributable to As Seen On TV, Inc. stockholders | (4,510,615 | ) | 15,463,691 | ||||||
Net loss per share: | |||||||||
Basic | $ | (0.01 | ) | $ | 0.03 | ||||
Diluted | $ | (0.01 | ) | $ | 0.03 | ||||
Weighted-average number of common shares outstanding: | |||||||||
Basic | 531,815,115 | 524,242,972 | |||||||
Diluted | 531,815,115 | 526,305,472 | |||||||
These unaudited pro forma results have been prepared for comparative purposes only and do not purport to be indicative of the results of operations which would have actually resulted had the recognition of Ronco and the reverse acquisition occurred on January 1, 2013, nor are they indicative of future results of operations. |
Prepaid_expenses_and_other_cur
Prepaid expenses and other current assets | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Prepaid expenses and other current assets [Abstract] | ' | ||||||||
Prepaid expenses and other current assets | ' | ||||||||
Note 5. Prepaid expenses and other current assets | |||||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Advances on inventory | $ | 988,871 | $ | - | |||||
Debt issuance costs | 338,665 | - | |||||||
Prepaid campaign production costs | 499,700 | - | |||||||
Prepaid expenses - other | 140,456 | 72,106 | |||||||
Prepaid insurance | 369,341 | 24,720 | |||||||
$ | 2,337,033 | $ | 96,826 |
Property_and_Equipment_net
Property and Equipment, net | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||
Property and Equipment, net [Abstract] | ' | |||||||||||||||||||||||||
Property and Equipment, net | ' | |||||||||||||||||||||||||
Note 6. Property and Equipment, net | ||||||||||||||||||||||||||
The following table summarizes our property and equipment at June 30, 2014 and December 31, 2013: | ||||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||||
December 31, | Participation | Reverse | Contribution | June 30, | ||||||||||||||||||||||
and | ||||||||||||||||||||||||||
Assumption | ||||||||||||||||||||||||||
Description | 2013 | Agreement | Merger | Agreement | Purchases | 2014 | ||||||||||||||||||||
Equipment | $ | - | $ | 123,089 | $ | 11,660 | $ | - | $ | 101,647 | $ | 236,396 | ||||||||||||||
Furniture and Fixtures | 202,980 | 55,871 | 25,617 | 28,414 | 29,172 | 342,054 | ||||||||||||||||||||
Leasehold Improvements | 15,390 | 714 | 6,522 | - | - | 22,626 | ||||||||||||||||||||
Total property and equipment | 218,370 | 179,672 | 43,798 | 28,414 | 130,822 | 601,076 | ||||||||||||||||||||
Accumulated depreciation | (117,638 | ) | (19,964 | ) | (4,924 | ) | (21,754 | ) | (28,993 | ) | (193,273 | ) | ||||||||||||||
Property and equipment, net | $ | 100,732 | $ | 159,708 | $ | 38,874 | $ | 6,660 | $ | 101,829 | $ | 407,803 | ||||||||||||||
Depreciation expense for the three and six month periods ended June 30, 2014 was approximately $36,000 and $54,000, respectively. Depreciation expense for the three and six month periods ended June 30, 2013 was approximately $10,000 and $20,000, respectively. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Intangible Assets and Goodwill [Abstract] | ' | ||||||||||||||||||||||||||||
Intangible Assets and Goodwill | ' | ||||||||||||||||||||||||||||
Note 7. Intangible Assets and Goodwill | |||||||||||||||||||||||||||||
In connection with the March 6, 2014 Participation Agreement (see Note 3) recognizing Ronco as a Variable Interest Entity, we recognized certain identifiable intangibles, other than goodwill, totaling $3,700,000 as well as goodwill totaling $15,907,825. Identifiable intangibles other than goodwill consists of patents of $2,000,000 with a weighted average amortization period of nine years, and trademarks of $1,700,000 and goodwill, which are not subject to amortization. | |||||||||||||||||||||||||||||
In addition, in connection with the Merger Agreement completed April 2, 2014 (see Note 4), we recognized certain identifiable intangibles other than goodwill totaling $3,150,000. Identifiable intangibles other than goodwill consists of eDiets' customer relationships of $1,200,000, eDiets' domain names of $1,100,000 and eDiets' trade names of $850,000, which are being amortized over a weighted-average period of five years. In addition, we recognized a fair value of $4,800,000 related to the Company's asseenontv.com website and goodwill of $514,097, which are not subject to amortization. | |||||||||||||||||||||||||||||
The fair values assigned to the intangible assets recognized in these transactions were based on estimates of our management and are subject to independent appraisal. The Company expects the allocations will be finalized within twelve months of the effective dates of the transaction. | |||||||||||||||||||||||||||||
The following table summarizes our intangible assets at June 30, 2014: | |||||||||||||||||||||||||||||
Additions | |||||||||||||||||||||||||||||
Intangible Asset | December 31, | Participation | Reverse | Post | Total | Accumulated | June 30, | ||||||||||||||||||||||
2013 | Agreement | Merger | Combination | Amortization | 2014 | ||||||||||||||||||||||||
Finite lived intangibles: | |||||||||||||||||||||||||||||
Patents | $ | - | $ | 2,000,000 | $ | - | $ | 9,500 | $ | 2,009,500 | $ | (74,074 | ) | $ | 1,935,426 | ||||||||||||||
Customer relationships | - | - | 1,200,000 | - | 1,200,000 | (60,000 | ) | 1,140,000 | |||||||||||||||||||||
Domain names | - | - | 1,100,000 | - | 1,100,000 | (55,000 | ) | 1,045,000 | |||||||||||||||||||||
Trade names | - | - | 850,000 | - | 850,000 | (42,500 | ) | 807,500 | |||||||||||||||||||||
- | 2,000,000 | 3,150,000 | 9,500 | 5,159,500 | (231,574 | ) | 4,927,926 | ||||||||||||||||||||||
Indefinite lived intangibles: | |||||||||||||||||||||||||||||
Trademarks | - | 1,700,000 | - | - | 1,700,000 | - | 1,700,000 | ||||||||||||||||||||||
asseenontv.com URL | - | - | 4,800,000 | - | 4,800,000 | - | 4,800,000 | ||||||||||||||||||||||
- | 1,700,000 | 4,800,000 | - | 6,500,000 | - | 6,500,000 | |||||||||||||||||||||||
Intangible, net | $ | - | $ | 3,700,000 | $ | 7,950,000 | $ | 9,500 | $ | 11,659,500 | $ | (231,574 | ) | $ | 11,427,926 | ||||||||||||||
Of the $16,421,922 of consolidated goodwill, $15,907,825 was recognized in connection with the Participation Agreement and $514,097 was recognized in connection with the reverse merger. | |||||||||||||||||||||||||||||
A summary of future amortization expense is as follows: | |||||||||||||||||||||||||||||
Year 1 | $ | 853,278 | |||||||||||||||||||||||||||
Year 2 | 853,278 | ||||||||||||||||||||||||||||
Year 3 | 853,278 | ||||||||||||||||||||||||||||
Year 4 | 853,278 | ||||||||||||||||||||||||||||
Year 5 | 695,778 | ||||||||||||||||||||||||||||
Thereafter | 819,036 | ||||||||||||||||||||||||||||
$ | 4,927,926 |
Accrued_expenses_and_other_cur
Accrued expenses and other current liabilities | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued expenses and other current liabilities [Abstract] | ' | ||||||||
Accrued expenses and other current liabilities | ' | ||||||||
Note 8. Accrued expenses and other current liabilities | |||||||||
Accrued expenses and other current liabilities consist of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued compensation | $ | 432,311 | $ | 281,287 | |||||
Accrued interest | 2,093,741 | - | |||||||
Accrued registration penalty | 156,000 | - | |||||||
Accrued royalties | 215,101 | 150,222 | |||||||
Accrued sales returns | 239,033 | - | |||||||
Accrued sales taxes | 516,426 | 1,417 | |||||||
Other accrued expenses | 131,502 | 226,769 | |||||||
$ | 3,784,114 | $ | 659,695 |
Accounts_Receivable_Financing_
Accounts Receivable Financing Arrangement | 6 Months Ended |
Jun. 30, 2014 | |
Accounts Receivable Financing Arrangement [Abstract] | ' |
Accounts Receivable Financing Arrangement | ' |
Note 9. Accounts Receivable Financing Arrangement | |
On January 28, 2011, Infusion entered into an accounts receivable sales and financing arrangement that provides for the assignment and sale of certain qualified accounts receivable to a financial institution. The facility had an initial term of one year and provides for cash advances in amounts of 75% of qualified accounts receivable balances assigned up to an amount of $1,000,000. The initial term may be extended in one year periods upon the mutual agreement of the Company and the lender. The lender receives an initial discount of 1.75% of the net realizable value of the qualified receivables for purchased receivables outstanding from 1-30 days. | |
Subsequently, the lender receives an additional 1.0% discount for each 15 day period that the qualified receivable has not been collected. Further, the lender has a secured priority interest in the accounts receivable that they finance. | |
This arrangement does not qualify for sales accounting under current accounting standards and is, therefore, subject to accounting as a financing arrangement wherein we will carry the assigned receivables in our accounts until they are settled and advances that we receive from the lender will be reflected as liabilities. The discounts are classified as interest expense. | |
On October 10, 2012, Infusion amended our accounts receivable and purchase order financing agreement to raise the cash advance rate from 75% to 80% of qualified accounts receivable balances assigned up to an amount of $4,000,000 (up from $1,000,000 previously). The initial discount rate has been lowered from 1.75% to 1.65% for the first 1 - 30 days and from 1% to 0.80% for each subsequent 15 day period. | |
There was approximately $69,000 and $474,000 outstanding under this arrangement as of June 30, 2014 and December 31, 2013, respectively. Accounts receivable assigned as of June 30, 2014 and December 31, 2013 was approximately $136,000 and $920,000, respectively. |
Warrant_Liabilities
Warrant Liabilities | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Warrant Liabilities [Abstract] | ' | ||||||||||||||||||||
Warrant Liabilities | ' | ||||||||||||||||||||
Note 10. Warrant Liabilities | |||||||||||||||||||||
Warrants acquired in connection with the reverse merger, contain provisions that protect holders from a decline in the issue price of our common stock (or "down-round" provisions) or that contain net settlement provisions. The Company accounts for these warrants as liabilities instead of equity. Down-round provisions reduce the exercise or conversion price of a warrant or convertible instrument if a company either issues equity shares for a price that is lower than the exercise or conversion price of those instruments or issues new warrants or convertible instruments that have a lower exercise or conversion price. Net settlement provisions allow the holder of the warrant to surrender shares underlying the warrant equal to the exercise price as payment of its exercise price, instead of physically exercising the warrant by paying cash. The Company evaluates whether warrants to acquire its common stock contain provisions that protect holders from declines in the stock price or otherwise could result in modification of the exercise price and/or shares to be issued under the respective warrant agreements based on a variable that is not an input to the fair value of a "fixed-for-fixed" option. | |||||||||||||||||||||
On April 3, 2014, the Company issued 30,136,713 warrants with an exercise price of $0.0001 in connection with the $10,180,000 14% Senior Secured Promissory Note. As the note contained a variable share settlement provision, these warrants are recognized as a liability recorded at fair value. | |||||||||||||||||||||
The Company recognizes these warrants as liabilities at their fair value and remeasures them at fair value on each reporting date. | |||||||||||||||||||||
The assumptions used in connection with the valuation of warrants issued were as follows: | |||||||||||||||||||||
June 30, | April 3, | April 2, | |||||||||||||||||||
2014 | 2014 | 2014 | |||||||||||||||||||
Number of shares underlying the warrants | 77,862,807 | 30,136,713 | 47,726,094 | ||||||||||||||||||
Exercise price | $0.0001 - $0.80 | $0.00 | $0.595 - $0.80 | ||||||||||||||||||
Volatility | 111.17% - 199.57% | 183.30% | 134% - 158% | ||||||||||||||||||
Risk-free interest rate | 0.09% - 1.07% | 0.11% | 0.28% - 1.73% | ||||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||||||
Expected warrant life (years) | 0.75 - 3.38 | 1 | 1.42 - 3.63 | ||||||||||||||||||
Stock price | $0.06 | $0.08 | $0.09 | ||||||||||||||||||
Acquisition | |||||||||||||||||||||
Measurement | Increase | ||||||||||||||||||||
Date | (Decrease) | ||||||||||||||||||||
December 31, | April 2, | Initial | in | June 30, | |||||||||||||||||
2013 | 2014 | Measurement | Fair Value | 2014 | |||||||||||||||||
2011 Unit Offering | $ | - | $ | 1,242,333 | $ | - | $ | (899,807 | ) | $ | 342,526 | ||||||||||
2011 Unit Offering Placement Agent | - | 156,367 | - | (113,254 | ) | 43,113 | |||||||||||||||
2012 Bridge Warrant | - | 20,690 | - | (2,988 | ) | 17,702 | |||||||||||||||
2012 Bridge Warrant Placement Agent | - | 4,138 | - | (598 | ) | 3,540 | |||||||||||||||
2012 Unit Offering | - | 137,178 | - | (45,283 | ) | 91,895 | |||||||||||||||
2012 Unit Offering Placement Agent | - | 96,481 | - | (34,436 | ) | 62,045 | |||||||||||||||
2013 Merger related notes converted | - | 11,608 | - | (3,738 | ) | 7,870 | |||||||||||||||
2014 Senior Note Purchase | - | - | 2,407,930 | (602,737 | ) | 1,805,193 | |||||||||||||||
$ | - | $ | 1,668,795 | $ | 2,407,930 | $ | (1,702,841 | ) | $ | 2,373,884 | |||||||||||
The approximate $1,703,000 decrease in fair value of warrants is recognized as a gain in the Other (Income) Expense section of the Condensed Consolidated Statement of Operations. The gain is also recognized within the Corporate segment's results of operations. | |||||||||||||||||||||
Number of Warrants Subject to Remeasurement | |||||||||||||||||||||
Number of Warrants | |||||||||||||||||||||
April 2, | |||||||||||||||||||||
December 31, | 2014 | Warrant | June 30, | ||||||||||||||||||
2013 | Acquisition | Additions | Reductions | 2014 | |||||||||||||||||
2011 Unit Offering | - | 33,277,837 | - | - | 33,277,837 | ||||||||||||||||
2011 Unit Offering Placement Agent | - | 4,726,891 | - | - | 4,726,891 | ||||||||||||||||
2012 Bridge Warrant | - | 1,137,735 | - | - | 1,137,735 | ||||||||||||||||
2012 Bridge Warrant Placement Agent | - | 227,546 | - | - | 227,546 | ||||||||||||||||
2012 Unit Offering | - | 6,300,213 | - | - | 6,300,213 | ||||||||||||||||
2012 Unit Offering Placement Agent | - | 1,561,544 | - | - | 1,561,544 | ||||||||||||||||
2013 Merger related notes converted | - | 494,328 | - | - | 494,328 | ||||||||||||||||
2014 Senior Note Purchase | - | - | 30,136,713 | - | 30,136,713 | ||||||||||||||||
- | 47,726,094 | 30,136,713 | - | 77,862,807 |
Related_Party_Transactions
Related Party Transactions | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Related Party Transactions [Abstract] | ' | ||||
Related Party Transactions | ' | ||||
Note 11. Related Party Transactions | |||||
Pursuant to a Contribution and Assumption Agreement entered into on March 31, 2014 between Infusion and IBI, Infusion received assets of approximately $1,014,000, assumed $11,000,000 of obligations, and recognized a capital contribution of approximately $10,181,000 after all amounts owed by Infusion to IBI were extinguished. IBI was Infusion's Parent prior to the reverse merger and is currently ASTV's largest shareholder with 85.2% ownership of outstanding common stock. A summary of the assets contributed and liabilities assumed follows: | |||||
Cash | $ | 31,161 | |||
Note receivable | 711,220 | ||||
Interest receivable | 259,584 | ||||
Property and equipment, net | 6,660 | ||||
Deposits | 5,392 | ||||
Total IBI assets contributed to Infusion | 1,014,017 | ||||
Note payable | (11,000,000 | ) | |||
Total liabilities assumed | (11,000,000 | ) | |||
Net liabilities assumed by Infusion | (9,985,983 | ) | |||
Forgiveness of debt | 20,167,184 | ||||
Contribution to capital | $ | 10,181,201 | |||
Shadron Stastney, an officer and member of our board of directors, is a member in and chief operating officer of Vicis Capital, LLC, the investment advisor to Vicis Capital Master Fund. Vicis Capital Master Fund is the holder of our 6% Senior Secured Debenture. At June 30, 2014, the outstanding balance of the debenture is $11,211,562. See note 12. | |||||
Ronco is indebted to CD3, its sole shareholder, for approximately $3 million (Note 12). The indebtedness is in the form of a promissory note. In addition, Ronco has an outstanding receivable from CD3 in the amount of $358,954 and contains no payment or interest terms. | |||||
Included within the assets IBI contributed to Infusion, there is an 18% bearing note receivable due from CD3 with a past due outstanding principal amount of approximately $711,000 with accrued interest receivable of approximately $259,000. As of June 30, 2014, the outstanding principal amount of approximately $711,000 and accrued interest receivable of approximately $292,000 is included in the note receivable related party caption of the Condensed Consolidated Balance Sheet. |
Notes_Payable
Notes Payable | 6 Months Ended | ||||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||||
Notes Payable [Abstract] | ' | ||||||||||||||||||||||||||||||||
Notes Payable | ' | ||||||||||||||||||||||||||||||||
Note 12. Notes Payable | |||||||||||||||||||||||||||||||||
Contribution | |||||||||||||||||||||||||||||||||
and | |||||||||||||||||||||||||||||||||
December 31, | Participation | Reverse | Assumption | June 30, | |||||||||||||||||||||||||||||
2013 | Agreement | Merger | Agreement | Issuances | Accretion | Payments | 2014 | ||||||||||||||||||||||||||
Current notes payable related party | |||||||||||||||||||||||||||||||||
16% Promissory Note- related party | $ | - | $ | 3,016,228 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 3,016,228 | |||||||||||||||||
Current notes payable - third party | |||||||||||||||||||||||||||||||||
14% Senior Secured Promissory Note | - | - | - | - | 10,180,000 | - | - | 10,180,000 | |||||||||||||||||||||||||
Less: discount on Senior Secured Promissory Note | - | - | - | - | (3,800,847 | ) | 729,080 | - | (3,071,767 | ) | |||||||||||||||||||||||
1.5% Secured Promissory Note | - | 8,620,000 | - | - | - | - | - | 8,620,000 | |||||||||||||||||||||||||
18% Promissory Note | - | 1,100,000 | - | - | - | - | - | 1,100,000 | |||||||||||||||||||||||||
18% Promissory Note | - | 445,040 | - | - | - | - | - | 445,040 | |||||||||||||||||||||||||
3.68% to 8.39% Premium financing agreements | - | - | 18,426 | - | 138,139 | - | (45,321 | ) | 111,244 | ||||||||||||||||||||||||
0% Promissory note | - | - | - | - | 102,500 | - | - | 102,500 | |||||||||||||||||||||||||
0% Promissory note | - | - | 102,060 | - | - | - | - | 102,060 | |||||||||||||||||||||||||
10% Promissory note | - | - | 100,000 | - | - | - | - | 100,000 | |||||||||||||||||||||||||
0% Promissory note | - | - | 10,000 | - | - | - | - | 10,000 | |||||||||||||||||||||||||
Total third party current notes payable | - | 10,165,040 | 230,486 | - | 6,619,792 | 729,080 | (45,321 | ) | 17,699,077 | ||||||||||||||||||||||||
Total current notes payable | - | 13,181,268 | 230,486 | - | 6,619,792 | 729,080 | (45,321 | ) | 20,715,305 | ||||||||||||||||||||||||
Non current notes payable - related party | |||||||||||||||||||||||||||||||||
6% Senior Secured Debenture - related party | - | - | - | 11,000,000 | 211,562 | - | - | 11,211,562 | |||||||||||||||||||||||||
Non current notes payable - third party | |||||||||||||||||||||||||||||||||
0% contingent promissory note | - | 3,770,000 | - | - | - | - | - | 3,770,000 | |||||||||||||||||||||||||
Less: discount on Contingent Promissory Note | - | (1,847,628 | ) | - | - | - | 118,178 | - | (1,729,450 | ) | |||||||||||||||||||||||
0% Promissory note | - | - | 25,443 | - | - | - | - | 25,443 | |||||||||||||||||||||||||
0% Promissory note | - | - | 10,000 | - | - | - | - | 10,000 | |||||||||||||||||||||||||
Total non current third party notes payable | - | 1,922,372 | 35,443 | - | - | 118,178 | - | 2,075,993 | |||||||||||||||||||||||||
Total non current notes payable | - | 1,922,372 | 35,443 | 11,000,000 | 211,562 | 118,178 | - | 13,287,555 | |||||||||||||||||||||||||
Total notes payable | $ | - | $ | 15,103,640 | $ | 265,929 | $ | 11,000,000 | $ | 6,831,354 | $ | 847,258 | $ | (45,321 | ) | $ | 34,002,860 | ||||||||||||||||
The following is a consolidated schedule of the future payments required under notes payable. | |||||||||||||||||||||||||||||||||
2015 | $ | 23,787,072 | |||||||||||||||||||||||||||||||
2016 | 11,247,005 | ||||||||||||||||||||||||||||||||
2017 | - | ||||||||||||||||||||||||||||||||
2018 | 3,770,000 | ||||||||||||||||||||||||||||||||
Thereafter | - | ||||||||||||||||||||||||||||||||
$ | 38,804,077 | ||||||||||||||||||||||||||||||||
16% Promissory Note - Related Party | |||||||||||||||||||||||||||||||||
On January 14, 2011, Ronco issued a promissory note to CD3 Holdings, Inc. ("CD3 Note"), Ronco's 100% shareholder and major creditor, in the amount of $3,000,000. The CD3 Note's interest rate is 16% per annum and is payable quarterly in arrears. The note initially matured on January 14, 2014. On December 31, 2012, the CD3 Note was modified so that beginning January 1, 2012 no interest shall accrue and any accrued and unpaid interest shall be added to principal. The original maturity date of January 14, 2014 was extended to January 14, 2015. At the date of modification, $16,228 of accrued and unpaid interest was added to the principal balance. This modification was considered a troubled debt restructuring. In accordance with ASC 470, Debt, no gain was recognized and no future interest expense will be recognized as the total of the future payments required under the modified terms is equal to the carrying value of the CD3 Note. | |||||||||||||||||||||||||||||||||
14% Senior Secured Promissory Note | |||||||||||||||||||||||||||||||||
On April 3, 2014, Infusion and ASTV entered into a Senior Note Purchase Agreement to obtain debt financing in the amount of $10,180,000. In connection with the senior note, ASTV and Infusion granted a security interest in their respective assets by means of executing a Security Agreement. The senior note's interest rate is 14% per annum and was paid in advance at the transaction closing. The senior note matures on April 3, 2015, and all outstanding principal becomes payable unless extended for six months subject to approval of both parties. In connection with the senior note sale, a warrant constituting 4.99% of the Company's common stock on a fully diluted basis was issued, which at April 2, 2014 represented approximately 30 million warrants with an exercise price of $0.0001 and with a fair value of approximately $2,408,000. The fair value of these warrants was recorded as a discount on the debt and a warrant liability. Due to the provision requiring the warrant to be maintained at a 4.99% of fully diluted shares this constitutes a variable share settlement provision which requires liability accounting. In addition, the senior note was issued with an original issue discount of approximately $1,393,000. The issuance of the warrants and recognition of the original issuance discount resulted in an overall discount on the senior note in the amount of approximately $3,800,000 which is being accreted to interest expense using the effective interest method over the term of the loan. Debt issuance costs of approximately $441,000 were incurred and paid and are being amortized to interest expense over the term of the loan using the effective interest method. Approximately, $339,000 of these costs are unamortized and are included in prepaid expenses and other current assets. | |||||||||||||||||||||||||||||||||
6% Senior Secured Debenture | |||||||||||||||||||||||||||||||||
Pursuant to a Contribution and Assumption Agreement entered into between IBI and Infusion on March 31, 2014, Infusion assumed a Senior Secured Debenture dated March 6, 2014 totaling $11,000,000. The debenture is secured with the assets of Infusion and matures on June 30, 2016. From the March 31, 2014 until June 30, 2014 the interest rate is 6% per annum, from July 1, 2014 until June 30, 2015 the interest rate is 9% per annum, and from July 1, 2015 until June 30, 2016 the interest rate is 12% per annum. Interest accrued on the outstanding principal balance is to be paid on the maturity date, provided that on June 30, 2014 and June 30, 2015 accrued interest is capitalized and added to the outstanding principal of the debenture. At June 30, 2014, accrued interest of approximately $212,000 was added to the debenture's outstanding principal. | |||||||||||||||||||||||||||||||||
1.5% Secured Promissory Note | |||||||||||||||||||||||||||||||||
On January 14, 2011, Ronco issued a secured promissory note in the amount of $11,000,000 and issued a $10,000,000 promissory note ("Contingent Promissory Note") to finance the acquisition of certain of Ronco Acquisition, LLC's assets pursuant to an asset purchase agreement. The note required interest at 1.5% per annum paid quarterly in arrears and matured on June 14, 2012. Ronco defaulted on the secured note on June 14, 2012 due to non payment. As a result of the default, the interest rate increased to 8%. The collateral for the secured note is substantially all of Ronco's assets. The outstanding principal balance as of June 30, 2014 is $8,620,000. The contingent promissory note is further discussed below. | |||||||||||||||||||||||||||||||||
Contingent Promissory Note | |||||||||||||||||||||||||||||||||
The contingent promissory note is non-interest bearing and was issued in a conditional amount not to exceed $10,000,000 with contingent payments. On December 5, 2013, Ronco amended and restated the contingent promissory note's contingent principal amount from $10,000,000 to $3,770,000 and modified the payment timing to the earlier of December 5, 2017 or the 3 year anniversary of the purchase of the secured note by any third party approved by Ronco from the holder of the secured note. As of December 5, 2013, this obligation became probable and estimable and, therefore, Ronco recorded the contingent promissory note as additional purchase price consideration as it was originally issued in connection with the acquisition of certain of Ronco Acquisition, LLC's assets. Since the contingent promissory note is a zero interest loan, Ronco imputed interest at the Company's borrowing rate of 18% and calculated a discount in the amount of approximately $1,925,000. Ronco will accrete this discount to interest expense using the effective interest method. | |||||||||||||||||||||||||||||||||
18% Promissory Notes | |||||||||||||||||||||||||||||||||
On March 15, 2013, Ronco entered into a promissory note for $200,000. The promissory note's interest rate is 18% per annum and is payable monthly in arrears. On September 26, 2013, this promissory note was amended to provide for additional loan proceeds of $250,000. The note's principal amount was amended to $450,000 and all other terms and conditions remained unchanged. The note matured on March 14, 2014 with an outstanding principal balance of approximately $445,000 and is currently in default due to non payment. | |||||||||||||||||||||||||||||||||
On June 30, 2013, Ronco entered into a promissory note for $1,100,000. The promissory note's interest rate is 18% per annum and is payable monthly in arrears. The note matured on June 30, 2014 and is currently in default due to non payment. | |||||||||||||||||||||||||||||||||
Forbearance Agreement | |||||||||||||||||||||||||||||||||
On March 7, 2014, Ronco and certain creditors ("Creditor Parties") entered into a Forbearance Agreement ("Agreement") whereby each creditor will forbear from exercising its rights and remedies under the 1.5% Secured Promissory Note for up to 1 year provided Ronco does not default on the forbearance agreement. The occurrence of any one or more of the following events during the forbearance shall constitute a forbearance default: (1) Any representation or warranty of any company under the Agreement shall be false, misleading or incorrect in any material respect; (2) Any person, other than the Creditor Parties, shall at any time exercise for any reason any of its rights or remedies against Ronco or any of Ronco's assets to the extent that the exercise of such rights or remedies by such person could be reasonably be expected to result in a material adverse effect on Ronco or on the property or assets of Ronco, or on any of the Creditor Parties interests; (3) Failure to comply with convenants of the agreement. | |||||||||||||||||||||||||||||||||
Material covenants of the Agreement are as follows: | |||||||||||||||||||||||||||||||||
· | |||||||||||||||||||||||||||||||||
Ronco shall use its reasonable best efforts to preserve intact its business organization and business relationships, and to operate its business in the ordinary course and to maintain its books, and records and accounts in accordance with generally accepted accounting principles, consistently applied. | |||||||||||||||||||||||||||||||||
· | |||||||||||||||||||||||||||||||||
Ronco shall not take any of the following actions without the prior written consent of Creditor Parties' agent: | |||||||||||||||||||||||||||||||||
a) | |||||||||||||||||||||||||||||||||
Sell, exchange, lease, transfer, assign or otherwise dispose of any assets, properties or rights of Ronco, except (i) sales of inventory in arm's length transactions, (ii) the grant of licenses of any intellectual property, (iii) the sale of obsolete and worn-our equipment, in each cash in the ordinary course of Ronco's business and consistent with past practice; | |||||||||||||||||||||||||||||||||
b) | |||||||||||||||||||||||||||||||||
Assume, incur or guarantee any indebtedness or modify the terms of any existing indebtedness; | |||||||||||||||||||||||||||||||||
c) | |||||||||||||||||||||||||||||||||
Mortgage, pledge or subject to liens any assets, properties or rights of Ronco or related to the Ronco business; | |||||||||||||||||||||||||||||||||
d) | |||||||||||||||||||||||||||||||||
Be party to any merger, acquisition, consolidation, recapitalization, liquidation, dissolution, reorganization or similar transaction involving Ronco. |
Commitments_and_Contingencies
Commitments and Contingencies | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Commitments and Contingencies | ' | ||||
Note 13. Commitments and Contingencies | |||||
Lease Agreements | |||||
The Company, as lessee, has entered into various operating lease agreements for office and warehouse space. Future minimum gross rental payments relating to these lease agreements are as follows: | |||||
Year 1 | $ | 174,000 | |||
Year 2 | 140,000 | ||||
Year 3 | 88,000 | ||||
Year 4 | 71,000 | ||||
Year 5 | 6,000 | ||||
Thereafter | - | ||||
$ | 479,000 | ||||
Rent expense for the three and six month periods ended June 30, 2014 was approximately $166,000 and $265,000, respectively. Rent expense for the three and six month periods ended June 30, 2013 was approximately $27,000 and $50,000, respectively. | |||||
Registration Rights | |||||
Under the terms of a 2010 private placement, ASTV provided that it would use its best reasonable efforts to cause the related registration statement to become effective within 180 days of the termination date, July 26, 2010, of the offering. ASTV failed to comply with this registration rights provision and is obligated to make pro rata payments to the subscribers under the 2010 private placement in an amount equal to 1% per month of the aggregate amount invested by the subscribers up to a maximum of 6% of the aggregate amount invested by the subscribers. The maximum amount of penalty to which ASTV may be subject is $156,000. The Company has a related accrued liability of $156,000 at June 30, 2014. | |||||
Litigation | |||||
From time to time, we are periodically a party to or otherwise involved in legal proceedings arising in the normal and ordinary course of business. As of the date of this report, except as otherwise disclosed, we are not aware of any proceeding, threatened or pending, against us which, if determined adversely, would have a material effect on our business, results of operations, cash flows or financial position. | |||||
At June 30, 2014, there was a lawsuit pending against Ronco relating to a claim for breach of contract arising from the failure of Ronco to pay for goods tendered. The amount sought in the lawsuit was approximately $258,000. However, Ronco has asserted a counterclaim for fraud and a claim under the Texas Deceptive Trade Practices Act, alleging, in part, that the goods provided were not in good or sellable condition and, as such, no money is owed to plaintiff for the alleged damages sought for breach of contract. Ronco settled the lawsuit for $70,000 on July 17, 2014. | |||||
Sales Tax | |||||
Included in Ronco's accrued sales taxes are sales taxes collected from customers that have not yet been remitted to taxing authorities. This accrual as of June 30, 2014 includes estimates for interest and penalties for non-payments. Accrued sales taxes at June 30, 2014 and December 31, 2013 are approximately $383,000 and are included in "Accrued Expenses and Other Current Liabilities" in our Condensed Consolidated Balance Sheets. |
Redeemable_Preferred_Stock
Redeemable Preferred Stock | 6 Months Ended |
Jun. 30, 2014 | |
Redeemable Preferred Stock [Abstract] | ' |
Redeemable Preferred Stock | ' |
Note 14. Redeemable Preferred Stock | |
Ronco has 200 authorized shares of Preferred Stock, $0.0001 par value. Ronco has designated 100 of such shares as Series A Preferred Stock with a stated value of $27,000 per share. On January 14, 2011, Ronco issued 100 shares of the Series A Preferred Stock as part of the consideration for its purchase of certain assets of Ronco Acquisition, LLC. | |
Redemption | |
Ronco had the option to redeem all or part of the outstanding shares of Series A Preferred Stock at any time by paying the holders consideration per share equal to the Stated Value as follows: (1) A cash payment in the amount of $13,500 per share; and (2) the balance by issuing and delivering a non-interest bearing promissory note acceptable to the holders in an amount of $13,500 per share maturing on the first anniversary of the date in which the Series A Preferred Stock was redeemed. In the event Ronco did not redeem the Series A Preferred Stock by January 14, 2013, the holders of the Series A Preferred Stock shall have the right to cause Ronco to redeem all or part of the Series A Preferred Stock then outstanding. The redemption price is payable by Ronco by the issuance and delivery of a non-interest bearing promissory note in the amount of $27,000 per share redeemed, maturing as to 1/3 of the principal amount on the 13th day after the redemption date, as to the next 1/3 of the principal amount 210 days after the redemption date, and as to the balance thereafter 395 days after the redemption date. The holders of the Series A Preferred Stock must provide at least 15 days written notice to Ronco in order to redeem all or a part of the Series A Preferred Stock shares and the holder may exercise their rights on one occasion in any twelve month period. Therefore since none of these conditions occurred during the year ended December 31, 2013 and during the six months ended June 30, 2014 these shares do not reach the level of being considered mandatorily redeemable and are classified as mezzanine. | |
Other material features of the Series A Preferred Stock are as follows: | |
Dividends | |
The holders of Series A Preferred Stock shall be entitled to payment of dividends on their shares at such time that Ronco may declare, order, pay or make a dividend or other distribution on shares of the Common Stock, or other capital stock of Ronco, in such amount as equals 10% of the aggregate amount of such dividends or other distributions inclusive of the dividends and/or other distributions paid or made to the holders of Common Stock, other capital stock and/or Series A Preferred Stock with respect to such dividends or other distributions. | |
Liquidation Preference | |
In the event of a liquidation or dissolution and winding up of Ronco, whether voluntary or involuntary, the assets of Ronco shall be distributed first to the holders of record of the Series A Preferred Stock, who shall be entitled to receive ratably in full, out of the remaining and lawfully available assets of any nature of Ronco, whether such assets are stated capital or surplus, an amount in cash per outstanding share of Series A Preferred Stock equal to its Stated Value. | |
Voting Rights | |
The holders of Series A Preferred Stock shall have no right to vote on any matter affecting the Ronco, except the affirmative vote of the holders of a majority of the Series A Preferred Stock shall be necessary for Ronco to authorize or effect any of the following: | |
· | |
Any amendment or repeal of any provision of Ronco's Certificate of Incorporation or Bylaws, if such action would adversely affect the rights, preferences or privileges of the Series A Preferred Stock; | |
· | |
Creation of any new class or series of stock, or other security convertible into or exercisable or exchangeable for any class or series of stock, having rights, preferences or privileges senior to or pari passu with the Series A Preferred Stock; | |
· | |
Redemption of any stock or series of Preferred Stock Stock (other than the Series A Preferred Stock Stock), except for the repurchase of stock from employees at fair market value; | |
· | |
Payment of a cash dividend or other distribution to holders of any class or series of capital stock unless immediately after giving effect to each such payment the Company shall have a reserve of not less than the full amount of the Redemption Price (as defined below); | |
· | |
Any merger or sale of all or substantially all of the assets or other corporate reorganization or acquisition unless the Series A Preferred Stock is redeemed in full in cash for the Stated Value in connection with such transaction; | |
· | |
A liquidation or dissolution unless holders of the Series A Preferred Stock shall receive the Stated Value for all of their outstanding shares. | |
Transfer Restriction | |
No transfer or other disposition of any shares of the Series A Preferred Stock, whether voluntary or involuntary, shall be valid unless such transfer or disposition is approved by Ronco at the Company's sole discretion. | |
As of June 30, 2014 the Series A Preferred Stock remains outstanding. |
Stockholders_Equity
Stockholders' Equity | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Stockholders' Equity [Abstract] | ' | |||||||||||||
Stockholders' Equity | ' | |||||||||||||
Note 15. Stockholders' Equity | ||||||||||||||
Capital Stock | ||||||||||||||
Preferred Stock | ||||||||||||||
We are authorized to issue up to 10,000,000 shares of preferred stock, $.0001 par value per share. Our board of directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of the shares of preferred stock in series, and by filing a certificate pursuant to the applicable law of the state of Florida, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. No shares of preferred stock were issued or outstanding at June 30, 2014 and December 31, 2013, respectively. | ||||||||||||||
Common Stock | ||||||||||||||
At June 30, 2014 and December 31, 2013, we were authorized to issue up to 750,000,000 shares of common stock, $.0001 par value per share. | ||||||||||||||
At June 30, 2014 and December 31, 2013, the Company had 531,815,115 and 71,741,250 shares issued and outstanding, respectively. Holders are entitled to one vote for each share of common stock (or its equivalent). | ||||||||||||||
Share Issuances | ||||||||||||||
On April 16, 2014, the Company issued an aggregate of 7,113,375 shares of common stock to the seller of Seen On TV, LLC, in accordance with the anti-dilution protection provisions contained in the June 28, 2012 Seen On TV, LLC asset purchase agreement. | ||||||||||||||
Warrants | ||||||||||||||
A summary of warrants outstanding at June 30, 2014, is as follows: | ||||||||||||||
Warrant Description | Number of | Exercise | Expiration Dates | |||||||||||
Warrants (A) | Prices | |||||||||||||
2011 Bridge Warrant | 8,789,064 | $0.64 | 29-Aug-14 | |||||||||||
2011 Bridge Warrant Placement Agent | 1,165,875 | $0.64 | 29-Aug-14 | |||||||||||
2011 Unit Offering | 33,277,837 | (B) | $0.59 | 28-Oct-16 | ||||||||||
2011 Unit Offering Placement Agent | 4,726,891 | (B) | $0.59 | 28-Oct-16 | ||||||||||
2010 Other Placements | 337,500 | $0.64-$1.80 | July 26, 2014 - June 22, 2015 | |||||||||||
2012 Bridge Warrant | 1,137,735 | (B) | $0.77 | September 7, 2015 - September 20, 2015 | ||||||||||
2012 Bridge Warrant Placement Agent | 227,546 | (B) | $0.77 | 7-Sep-15 | ||||||||||
2012 Unit Offering | 6,300,213 | (B) | $0.80 | 14-Nov-15 | ||||||||||
2012 Unit Offering Placement Agent | 1,561,544 | (B) | $0.70-$0.80 | 14-Nov-17 | ||||||||||
2012 Talent Compensation | 4,875,000 | $0.01-$2.00 | 19-Nov-15 | |||||||||||
2013 Merger related notes converted | 494,328 | (B) | $0.80 | 14-Nov-15 | ||||||||||
2013 eDiets Warrants | 427,987 | $1.40-$4.74 | July 15, 2019 - September 11, 2019 | |||||||||||
2014 MIG7 Offering | 30,136,713 | (C) | $0.00 | April 3, 2015(c) | ||||||||||
93,458,233 | ||||||||||||||
------- | ||||||||||||||
(A) All warrants reflect post anti-dilution and repricing provisions applied. | ||||||||||||||
(B) Subject to potential further ant-dilution and repricing adjustment (See Note 10). | ||||||||||||||
(C) Subject to variable share settlement and potential extension in connection with Secured Promissory Note (See Note 12) | ||||||||||||||
Equity Compensation Plans | ||||||||||||||
In May 2010, ASTV adopted its 2010 Executive Equity Incentive Plan and 2010 Non Executive Equity Incentive Plan (collectively, the "2010 Plans"). | ||||||||||||||
On September 24, 2012, ASTV's board of directors adopted the 2013 Equity Compensation Plan (the "2013 Plan" and, together with the 2010 Plans, the "Plans") with terms similar to the previously adopted 2010 Plans. The 2013 Plan authorized the issuance of up to 3,000,000 options to purchase common stock. The 2013 Plan was modified in March 2013 authorizing the issuance of up to 6,000,000 options. On May 6, 2013, the 2013 Plan was further modified, increasing the shares of common stock reserved for issuance under such plan to 9,000,000 shares available for future grant under all Plans totaled 8,442,500 at June 30, 2014. | ||||||||||||||
The fair value of an option is estimated on the date of grant using the Black Scholes options pricing model using the assumptions established at that time. | ||||||||||||||
Stock based compensation for the three and six month periods ending June 30, 2014 was approximately $71,000 and $254,000, respectively. Stock based compensation for the three and six month periods ending June 30, 2013 was approximately $234,000 and $469,000, respectively. Stock based compensation for all periods presented are included in general and administration expenses, in the accompanying condensed consolidated statements of operations. | ||||||||||||||
Of the stock based compensation recognized for the three and six month periods ending June 30, 2014, approximately $0 and $182,000 is attributable to IBI stock based awards granted to Infusion's employees and recognized as a capital contribution. The remaining stock based compensation recognized is attributable to the options acquired in connection with the April 2, 2014 reverse merger. All of the stock based compensation recognized for the three and six month periods ending June 30, 2013 is attributable to IBI stock based awards granted to Infusion's employees. | ||||||||||||||
Mr. Ronald C. Pruett Jr. (former Chief Executive Officer) elected to terminate his employment effective May 1, 2014. The termination agreement modified certain terms of his employment agreement and provided that Mr. Pruett was entitled to receive the balance of additional salary due him totaling approximately $72,000, which will be paid over a period of approximately three months beginning May 1, 2014. As part of the termination agreement, Mr. Pruett forfeited his 3,050,000 options. | ||||||||||||||
Mr. Henrik Sandell's (former Chief Operating Officer) employment terminated effective June 1, 2014. Accordingly, Mr. Sandell's vested options of 250,000 will remain exercisable for 90 days following termination and thereafter all options granted to Mr. Sandell, both vested and unvested, will be cancelled and returned to the option plan for potential future grants. | ||||||||||||||
Options | ||||||||||||||
Information related to options granted under our option plans at June 30, 2014 and activity for the six months then ended is as follows: | ||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||
Average | Remaining | Intrinsic Value | ||||||||||||
Exercise | Contractual Life | |||||||||||||
Price | (Years) | |||||||||||||
Outstanding at December 31, 2013 | - | $ | - | - | $ | - | ||||||||
April 2, 2014 Acquisition (A) | 7,148,836 | 1.06 | 7.46 | - | ||||||||||
Granted | - | - | - | - | ||||||||||
Exercised | - | - | - | - | ||||||||||
Forfeited | (3,050,000 | ) | 0.65 | - | - | |||||||||
Expired | - | - | - | - | ||||||||||
Outstanding at June 30, 2014 | 4,098,836 | $ | 1.36 | 4.89 | $ | - | ||||||||
Exercisable at June 30, 2014 | 3,288,836 | $ | 1.66 | 4.61 | $ | - | ||||||||
------- | ||||||||||||||
(A) Options acquired in connection with reverse merger. | ||||||||||||||
The unamortized grant date fair value of unvested options at June 30, 2014, was approximately $440,000 and will be expensed over a weighted average period of 1.80 years. | ||||||||||||||
No tax benefits are attributable to our share based compensation expense recorded in the accompanying financial statements because we are in a net operating loss position and a full valuation allowance is maintained for all net deferred tax assets. For stock options, the amount of the tax deductions is generally the excess of the fair market value of our shares of common stock over the exercise price of the stock options at the date of exercise. | ||||||||||||||
In the event of any stock split of our outstanding shares of common stock, the board of directors in its discretion may elect to maintain the stated amount of shares reserved under the Plans without giving effect to such stock split. Subject to the limitation on the aggregate number of shares issuable under the Plans, there is no maximum or minimum number of shares as to which a stock grant or plan option may be granted to any person. Grants under the Plans may either be (i) ISOs, (ii) NSOs (iii) awards of our common stock or (iv) rights to make direct purchases of our common stock which may be subject to certain restrictions. Any option granted under the Plans must provide for an exercise price of not less than 100% of the fair market value of the underlying shares on the date of grant, but the exercise price of any ISO granted to an eligible employee owning more than 10% of our outstanding common stock must not be less than 110% of fair market value on the date of the grant. The Plans further provide that with respect to ISOs the aggregate fair market value of the common stock underlying the options which are exercisable by any option holder during any calendar year cannot exceed $100,000. The term of each plan option and the manner in which it may be exercised is determined by the board of directors or the compensation committee, provided that no option may be exercisable more than 10 years after the date of its grant and, in the case of an incentive option granted to an eligible employee owning more than 10% of the common stock, no more than five years after the date of the grant. |
Segment_Reporting
Segment Reporting | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Segment Reporting | ' | ||||||||||||||||||||
Note 16. Segment Reporting | |||||||||||||||||||||
Commencing with the reverse merger on April 2, 2014, the Company organized its business into four operating segments to align its organization based upon the Company's management structure, products and services offered and funding requirements. The four operating segments that management defined were Power Tools & Cleaning, Housewares, eCommerce and Corporate. Below is a description of each operating segment. | |||||||||||||||||||||
Power Tools & Cleaning | |||||||||||||||||||||
The Power Tools & Cleaning segment focuses primarily on consumer products that leverage direct response and live shopping television channels. It competes in three key product verticals - hardware, home goods, and cleaning - with a portfolio of revenue-generating brands including DualSaw, DualTools™, and DOC Cleaning. Its products are sold globally through a variety of national retailers, online retailers, catalogs, infomercials, and live shopping channels. | |||||||||||||||||||||
Housewares | |||||||||||||||||||||
The Housewares segment essentially represents the operations of Ronco, the Company's VIE. This segment is engaged in the development and retail sale of kitchen and home products throughout the United States. The Company's product line sells throughout the year through infomercials, internet sales, wholesale distributors and direct retailers. The Ready Grill, Pocket Fisherman, and Chip-Tastic are among the products that this segment markets. | |||||||||||||||||||||
eCommerce | |||||||||||||||||||||
The eCommerce segment operates in the direct response market. This segment markets consumer products for global distribution via Internet using its AsSeenOnTV.com URL. This segment also generates subscription based revenue from its nationwide weight-loss oriented digital subscription service through its eDiets.com URL. | |||||||||||||||||||||
Corporate | |||||||||||||||||||||
The Corporate segment is responsible for corporate governance, compliance, strategic planning, and debt and equity capital transactions. The Corporate segment also provides funding to other operating segments when needed. | |||||||||||||||||||||
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. The Company evaluates performance based on operating earnings of the respective business segments. | |||||||||||||||||||||
The consolidated condensed results of operations include the revenues and expenses of Ronco subsequent to March 6, 2014, the date Ronco became a VIE, and ASTV's business subsequent to April 2, 2014, the closing date of the reverse acquisition. | |||||||||||||||||||||
Summarized financial information concerning the Company's reportable segments for the three months ended June 30, 2014 and 2013 are shown in the following tables. | |||||||||||||||||||||
Three Months Ended June 30, 2014 | |||||||||||||||||||||
Power Tools | |||||||||||||||||||||
& Cleaning | Housewares | eCommerce | Corporate | Total | |||||||||||||||||
Total revenue | $ | 1,525,104 | $ | 1,671,145 | $ | 189,122 | $ | - | $ | 3,385,371 | |||||||||||
Net (loss) gain | $ | (2,178,871 | ) | $ | (1,016,403 | ) | $ | (734,121 | ) | $ | 733,749 | $ | (3,150,916 | ) | |||||||
Depreciation and amortization | $ | 16,208 | $ | 70,529 | $ | 162,423 | $ | - | $ | 249,160 | |||||||||||
Interest expense | $ | - | $ | 345,445 | $ | - | $ | 1,029,663 | $ | 1,375,108 | |||||||||||
Three Months Ended June 30, 2013 | |||||||||||||||||||||
Power Tools | |||||||||||||||||||||
& Cleaning | Housewares | eCommerce | Corporate | Total | |||||||||||||||||
Total revenue | $ | 3,813,904 | $ | - | $ | - | $ | - | $ | 3,813,904 | |||||||||||
Net loss | $ | (581,574 | ) | $ | - | $ | - | $ | (71,211 | ) | $ | (652,785 | ) | ||||||||
Depreciation and amortization | $ | 8,689 | $ | - | $ | - | $ | - | $ | 8,689 | |||||||||||
Interest expense | $ | - | $ | - | $ | - | $ | 73,242 | $ | 73,242 | |||||||||||
Summarized financial information concerning the Company's reportable segments for the six months ended June 30, 2014 and 2013 are shown in the following tables, followed by a reconciliation of assets to consolidated assets is as follows: | |||||||||||||||||||||
Six Months Ended June 30, 2014 | |||||||||||||||||||||
Power Tools | |||||||||||||||||||||
& Cleaning | Housewares | eCommerce | Corporate | Total | |||||||||||||||||
Total revenue | $ | 4,106,533 | $ | 2,285,290 | $ | 189,124 | $ | - | $ | 6,580,947 | |||||||||||
Net (loss) gain | $ | (3,153,258 | ) | $ | (1,141,668 | ) | $ | (734,121 | ) | $ | 598,416 | $ | (4,430,629 | ) | |||||||
Depreciation and amortization | $ | 28,995 | $ | 94,038 | $ | 162,423 | $ | - | $ | 285,456 | |||||||||||
Interest expense | $ | - | $ | 457,956 | $ | - | $ | 1,159,878 | $ | 1,617,834 | |||||||||||
Total assets held at June 30, 2014 | $ | 5,650,111 | $ | 23,245,131 | $ | 9,606,683 | $ | 10,214,375 | $ | 48,716,300 | |||||||||||
Six Months Ended June 30, 2013 | |||||||||||||||||||||
Power Tools | |||||||||||||||||||||
& Cleaning | Housewares | eCommerce | Corporate | Total | |||||||||||||||||
Total revenue | $ | 9,190,171 | $ | - | $ | - | $ | - | $ | 9,190,171 | |||||||||||
Net loss | $ | (1,061,093 | ) | $ | - | $ | - | $ | (170,698 | ) | $ | (1,231,791 | ) | ||||||||
Depreciation and amortization | $ | 19,940 | $ | - | $ | - | $ | - | $ | 19,940 | |||||||||||
Interest expense | $ | - | $ | - | $ | - | $ | 169,269 | $ | 169,269 | |||||||||||
Total assets held | $ | 2,295,191 | $ | - | $ | - | $ | - | $ | 2,295,191 | |||||||||||
For the Six Months Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Reconciliation of Total Assets Held | |||||||||||||||||||||
Total assets for reportable segments | $ | 48,716,300 | $ | 2,295,191 | |||||||||||||||||
Elimination of intersegment funding receivables | (7,957,276 | ) | - | ||||||||||||||||||
Elimination of intersegment notes receivable | (851,237 | ) | - | ||||||||||||||||||
Elimination of intersegment interest receivable | (4,373 | ) | - | ||||||||||||||||||
Elimination of intersegment deferred financing fee | (23,750 | ) | - | ||||||||||||||||||
Elimination of intersegment accrued fees | (45,401 | ) | |||||||||||||||||||
Total consolidated assets | $ | 39,834,263 | $ | 2,295,191 | |||||||||||||||||
Intersegment Transactions | |||||||||||||||||||||
As of June 30, 2014, the Corporate segment has provided funding to the Power Tools & Cleaning, Housewares, and eCommerce segments in the amount of $7,410,176, $522,100 and $25,000, respectively. | |||||||||||||||||||||
On April 11, 2014, the Housewares segment and the Corporate segment entered into a Loan and Security Agreement ("Loan Agreement"). The Housewares segment may borrow up to $3,000,000 for working capital subject to an Accounts Receivable and Inventory Borrowing Base calculation. Borrowings made are subject to an interest rate of Prime plus 4% per annum that shall accrue daily and be payable monthly. The Loan Agreement's maturity date is April 11, 2015. As part of the Agreement, the Housewares segment has secured the payment of all borrowings by granting the Corporate segment a security interest in the assets of the Company. At June 30, 2014, the outstanding balance of the Loan Agreement was $651,237. | |||||||||||||||||||||
On May 5, 2014, the Housewares segment issued a promissory note for $200,000 to the Corporate segment. The note requires monthly interest payments at an interest rate of 14% per annum. All outstanding principal and unpaid interest is due on December 31, 2014. |
Income_Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2014 | |
Income Taxes [Abstract] | ' |
Income Taxes | ' |
Note 17. Income Taxes | |
As a result of the reverse acquisition and VIE acquisition, it is expected that ASTV's net operating loss carry forwards of approximately $31,222,000 will be limited under IRC Section 382, and none of the VIE's historical net operating loss carry forwards of approximately $10,476,000 will be available to offset any future taxable income of the Company's consolidated tax group. Infusion has approximately $25,217,000 of historical net operating loss carry forwards that are not expected to be limited under IRC Section 382. A full valuation allowance has been established for consolidated net deferred tax assets as it is more likely than not deferred tax assets will not be realized. The Company does not expect to generate taxable income during the year ended December 31, 2014. | |
We have no unrecognized income tax benefits as of June 30, 2014 and December 31, 2013. There have been no material changes in unrecognized tax benefits through June 30, 2014. The calendar years 2013, 2012 and 2011 are considered open tax years in U.S. federal and state tax jurisdictions. ASTV received a Form 4564 Information Document Request with respect to the tax year ended March 31, 2013. |
Subsequent_Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Note 18. Subsequent Events | |
Ronco's promissory note issued June 30, 2013 in the amount of $1,100,000 that matured on June 30, 2014 is currently outstanding and in default due to nonpayment. | |
Effective July 1, 2014 (the "Effective Date"), the board of directors of the Company appointed Mark Ethier as Chief Operating Officer and President of the Company. In addition, he has been appointed to serve on the board of directors to fill the recent vacancy on the board. On the Effective Date the Company entered into a three year employment agreement, as amended and restated, with Mr. Ethier. The employment agreement provides for a base salary in the amount of $180,000 per annum, although from the Effective Date through October 31, 2014 the rate shall be reduced to $72,000. Mr. Ethier shall also be entitled to an annual bonus as determined by the board of directors. Furthermore, under the employment agreement, Mr. Ethier was granted a number of restricted shares of common stock of the Company equivalent to 4% of outstanding shares of the Company (on a fully diluted basis) on the date of grant, which equals 25,174,888 shares. Subject to Mr. Ethier's continued employment in good standing, the grant shall vest in 1/4th increments on each of the first two year anniversaries of the Effective Date, and the final 1/2 vesting on the third anniversary of the Effective Date. The employment agreement provides for ordinary executive benefits and perquisites, and imposes standard non-competition and non-solicitation covenants. The employment agreement also contain a provision which provides that for 360 days following any change in control, the termination or resignation of the officer will be treated as a termination without cause. As such, the officer would be entitled to severance compensation for the remaining compensation left for the term of his employment agreement, and all unvested stock, stock equivalents or stock options would immediately vest in full, free of Company-imposed restrictions. | |
On July 9, 2014, Mr. Dennis W. Healey, As Seen On TV, Inc.'s Chief Financial Officer and a member of our Board of Directors, tendered his resignation from all positions with our company, to become effective on August 8, 2014. In accordance with provisions of his employment agreement, Mr. Dennis W. Healey will receive $160,000, inclusive of accrued benefits, as severance over the next year in accordance with the Company's normal payroll schedule. | |
On August 28, 2014, the Company extended by 1 month the expiration dates of warrants to purchase up to an aggregate of 9,954,939 shares of Common Stock with an exercise price of $0.64 per share (the "Warrants"). As a result of the extension, the expiration date of the Warrants has been changed to September 30, 2014 from August 29, 2014. The Warrants were originally issued by the Company on August 29, 2011 to six purchasers of the Company's securities under a Securities Purchase Agreement dated August 29, 2011 (the "Offering") and a registered broker dealer that acted as placement agent for the Offering. The modification charge expected from this transaction is expected to be immaterial. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policy) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Accounting Estimates | ' | ||||||||||||||||
Accounting Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Estimates also affect the reported amounts of revenue and expenses during the reported periods. The significant estimates included in the Company's financial statements are the allowance for doubtful accounts, allowance for sales returns, inventory reserves, the estimated lives of property and equipment and intangible assets, the inputs used in determining the fair value of stock-based compensation and warrant liabilities, and the allocation of the consideration in the business combinations. Our management believes the estimates utilized in preparing our consolidated financial statements are reasonable. Actual results could differ significantly from these estimates. | |||||||||||||||||
Restricted Cash | ' | ||||||||||||||||
Restricted Cash | |||||||||||||||||
Restricted cash represents funds held by credit card processors. | |||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||
Revenue Recognition | |||||||||||||||||
We recognize revenue from product sales in accordance with Financial Accounting Standards Board ("FASB") ASC 605 - Revenue Recognition. Revenue from product sales is recognized when substantially all the risks and rewards of ownership have transferred to our customers, the selling price is fixed and collection is reasonably assured. Typically, these criteria are met when our customer's order is received and we receive acknowledgment of receipt by a third party shipper and collection is reasonably assured. | |||||||||||||||||
The Company provides an allowance for returns based upon specific product warranty agreements and past experience and industry knowledge. All significant returns for the periods presented have been offset against gross sales. The Company also provides a reserve for warranties, which is not significant and is included in accrued expense. | |||||||||||||||||
Accounts Receivable and allowance for doubtful accounts | ' | ||||||||||||||||
Accounts Receivable and allowance for doubtful accounts | |||||||||||||||||
Accounts receivable consists of amounts due from the sale of our power tools, cleaning, and housewares products and dietary programs less an allowance for uncollectible accounts. The allowance for doubtful accounts which is based on an evaluation of our outstanding accounts receivable including the age of amounts due, the financial condition of our specific customers, knowledge of our industry and historical bad debt experience. This evaluation methodology has proved to provide a reasonable estimate of bad debt expense in the past and we intend to continue to employ this approach in our analysis of collectability. The allowance for doubtful accounts was approximately $22,000 and $15,000 as of June 30, 2014 and December 31, 2013, respectively. | |||||||||||||||||
Inventories and Advances on Inventory Purchases | ' | ||||||||||||||||
Inventories and Advances on Inventory Purchases | |||||||||||||||||
Inventories are stated at the lower of cost or market. Cost is determined using a first-in, first-out, or FIFO, method. We review our inventory for excess or obsolete inventory and write-down obsolete or otherwise unmarketable inventory to its estimated net realizable value. | |||||||||||||||||
Advances on inventory purchases represent payments made to our product suppliers in advance of delivery to the Company and are included in prepaid expenses and other current assets. It is common industry practice to require a substantial deposit against products ordered before commencement of manufacturing, particularly with off-shore suppliers. Additional advance payments may also be required upon achievement of certain agreed upon manufacturing or shipment benchmarks. | |||||||||||||||||
In-bound freight-related costs from our vendors are included as part of the net cost of merchandise inventories. Other costs associated with acquiring, storing and transporting merchandise inventories are expensed as incurred and included in cost of goods sold. The Company's inventories are acquired and carried for retail sale and, accordingly, the carrying value is susceptible to, among other things, market trends and conditions and overall customer demand. The Company uses its best estimates of all available information to establish reasonable inventory quantities. However, these conditions may cause our inventories to become obsolete and/or excessive. The Company reviews its inventories periodically for indications that reserves are necessary to reduce the carrying values to the lower of cost or market values. | |||||||||||||||||
Property and Equipment, net | ' | ||||||||||||||||
Property and Equipment, net | |||||||||||||||||
We record property, equipment and leasehold improvements at historical cost. Expenditures for maintenance and repairs are recorded to expense; additions and improvements are capitalized. We provide for depreciation using the straight-line method at rates that approximate the estimated useful lives of the assets. Leasehold improvements are amortized on a straight-line basis over the shorter of the useful life of the improvement or the remaining term of the lease. | |||||||||||||||||
We review our long-lived assets, such as property and equipment, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable from future undiscounted cash flows. Impairment losses are recorded for the excess, if any, of the carrying value over the fair value of the long-lived assets. | |||||||||||||||||
Intangible Asset | ' | ||||||||||||||||
Intangible Asset | |||||||||||||||||
Intangible assets include acquired customer relationships, URLs and patents trademarks. Intangible assets with finite lives are amortized using the straight-line method over the estimated economic lives of the assets of five to nine years in accordance with ASC Topic 350 "Intangibles - Goodwill and Other". Long-lived assets, including intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. See Note 7. | |||||||||||||||||
Goodwill and Indefinite Lived Intangible Assets | ' | ||||||||||||||||
Goodwill and Indefinite Lived Intangible Assets | |||||||||||||||||
Goodwill and indefinite lived intangible assets are not amortized but is subject to periodic testing for impairment in accordance with ASC Topic 350 "Intangibles - Goodwill and Other". The test for impairment will be conducted annually or more frequently if events occur or circumstances change indicating that the fair value of the goodwill may be below its carrying amount. The Company determined that no events occurred or circumstances occurred through June 30, 2014 that would indicate that the fair value of goodwill and indefinite lived intangible assets may be below its carrying amount. However, if market conditions deteriorate, or if the Company is unable to execute on its strategies, it may be necessary to record impairment charges in the future. | |||||||||||||||||
Share-based payments | ' | ||||||||||||||||
Share-based payments | |||||||||||||||||
The Company recognizes share-based compensation expense on share based awards under the provisions of ASC 718 Compensation - Stock Compensation. Compensation expense is recognized over the vesting period from the date of grant. | |||||||||||||||||
Calculating share-based compensation expense requires the input of highly subjective judgment and assumptions, including estimates of expected life of the award, stock price volatility, forfeiture rates and risk-free interest rates. The assumptions used in calculating the fair value of share-based awards represent our best estimates, but these estimates involve inherent uncertainties and the application of management judgment. As a result, if factors change and we use different assumptions, our share-based compensation expense could be materially different in the future. | |||||||||||||||||
Earnings (Loss) Per Share | ' | ||||||||||||||||
Earnings (Loss) Per Share | |||||||||||||||||
Basic earnings (loss) per share is based on the weighted effect of all common shares issued and outstanding and is calculated by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of common shares used in the basic earnings per share calculation plus the number of common shares, if any, that would be issued assuming conversion of all potentially dilutive securities outstanding. | |||||||||||||||||
The following securities were not included in the computation of diluted net earnings per share as their effect would be anti-dilutive: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options | 3,288,836 | - | 3,288,836 | - | |||||||||||||
Warrants | 93,458,239 | - | 93,458,239 | - | |||||||||||||
Total dilutive securities | 96,747,075 | - | 96,747,075 | - | |||||||||||||
Concentration of Credit Risk | ' | ||||||||||||||||
Concentration of Credit Risk | |||||||||||||||||
Financial instruments that potentially expose us to concentrations of credit risk consist primarily of cash and trade accounts receivable. Cash is held with financial institutions in the United States and from time to time we may have balances that exceed the amount of insurance provided by the Federal Deposit Insurance Corporation on such deposits. Credit is extended to our customers, based on an evaluation of a customer's financial condition and collateral is not required. | |||||||||||||||||
Advertising and Infomercial Production Costs | ' | ||||||||||||||||
Advertising and Infomercial Production Costs | |||||||||||||||||
Advertising costs are expensed when incurred. Direct response production costs consist of infomercial production costs. Such costs are deferred until the infomercial airs for the first time. | |||||||||||||||||
Product Development Costs | ' | ||||||||||||||||
Product Development Costs | |||||||||||||||||
Costs of research, new product development and product redesign are charged to expense as incurred. | |||||||||||||||||
Patent Renewal Costs | ' | ||||||||||||||||
Patent Renewal Costs | |||||||||||||||||
The Company's intellectual property portfolio consists mainly of patents with respect to the technology and use of its products. Patent renewal and maintenance fees are due at various times over the life of the patent to keep patent in force. The Company capitalizes these costs and amortizes them over the shorter of the economic life or remaining life of the patent. | |||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Fair Value Measurements | |||||||||||||||||
FASB ASC 820 - Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. FASB ASC 820 requires disclosures about the fair value of all financial instruments, whether or not recognized, for financial statement purposes. Disclosures about the fair value of financial instruments are based on pertinent information available to us on June 30, 2014 and December 31, 2013, respectively. Accordingly, the estimates presented in these financial statements are not necessarily indicative of the amounts that could be realized on disposition of the financial instruments. | |||||||||||||||||
FASB ASC 820 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). | |||||||||||||||||
The three levels of the fair value hierarchy are as follows: | |||||||||||||||||
Level 1 - Quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. | |||||||||||||||||
Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 includes financial instruments that are valued using models or other valuation methodologies. These models consider various assumptions, including volatility factors, current market prices and contractual prices for the underlying financial instruments. Substantially all of these assumptions are observable in the marketplace, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. | |||||||||||||||||
Level 3 - Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. | |||||||||||||||||
The carrying amounts reported in the consolidated balance sheet for cash, accounts receivable, notes receivable, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The fair value of notes payable are based on borrowing rates that are available to the Company for loans with similar terms, collateral and maturity. The estimated fair value of notes payable approximates the carrying value. Determination of fair value of related party payables and receivables is not practicable due to their related party nature. | |||||||||||||||||
Accounting Standards Updates | ' | ||||||||||||||||
Accounting Standards Updates | |||||||||||||||||
In May 2014, the FASB has issued No. 2014-09, Revenues from Contracts with Customers (Topic 606). The guidance in this update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition. In addition, the existing requirements for the recognition of a gain or loss on the transfer of nonfinancial assets that are not in a contract with a customer (for example, assets within the scope of Topic 360, Property, Plant, and Equipment, and intangible assets within the scope of Topic 350, Intangibles-Goodwill and Other, are amended to be consistent with the guidance on recognition and measurement (including the constraint on revenue) in this Update. Under the new guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The amendments in ASU No. 2014-09 are effective for public entities for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company is currently evaluating the impact that this ASU will have on its financial statements. | |||||||||||||||||
In August 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2014-15, "Presentation of Financial Statements - Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern" ("ASU 2014-15"). ASU 2014-15 is intended to define management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. Specifically, ASU 2014-15 provides a definition of the term substantial doubt and requires an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). It also requires certain disclosures when substantial doubt is alleviated as a result of consideration of management's plans and requires an express statement and other disclosures when substantial doubt is not alleviated. The new standard will be effective for reporting periods beginning after December 15, 2016, with early adoption permitted. Management is currently evaluating the impact of the adoption of ASU 2014-14 on our financial statements and disclosures. | |||||||||||||||||
Principles of Consolidation | ' | ||||||||||||||||
Principles of Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of the Company and its consolidated subsidiaries. Also consolidated are the assets, liabilities and results of operations of Ronco as a variable interest entry effective March 6, 2014. See Note 3. All inter-company account balances and transactions have been eliminated in consolidation. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | ' | ||||||||||||||||
The following securities were not included in the computation of diluted net earnings per share as their effect would be anti-dilutive: | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options | 3,288,836 | - | 3,288,836 | - | |||||||||||||
Warrants | 93,458,239 | - | 93,458,239 | - | |||||||||||||
Total dilutive securities | 96,747,075 | - | 96,747,075 | - |
Variable_Interest_Entity_Table
Variable Interest Entity (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Variable Interest Entity [Abstract] | ' | ||||
Schedule of Variable Interest Entity's Consolidated Balance Sheet | ' | ||||
A summary of Ronco assets and liabilities included in the Company's condensed consolidated financial statements at June 30, 2014, is as follows: | |||||
Assets | |||||
Current assets: | |||||
Cash | $ | 15,889 | |||
Accounts receivable, net | 1,497,513 | ||||
Accounts receivable - related party | 342,871 | ||||
Inventories | 1,657,820 | ||||
Prepaid expenses and other assets | 229,468 | ||||
Total current assets | 3,743,561 | ||||
Property and equipment, net | 261,355 | ||||
Goodwill | 15,907,825 | ||||
Intangible assets, net | 3,635,426 | ||||
Total assets | $ | 23,548,167 | |||
Liabilities and Redeemable Preferred Stock | |||||
Current liabilities: | |||||
Accounts payable | $ | 2,159,648 | |||
Accrued expenses | 2,882,220 | ||||
Notes payable | 11,620,143 | ||||
Total current liabilities | 16,662,011 | ||||
Long-term notes payable - related party | 3,585,591 | ||||
Total liabilities | $ | 20,247,602 | |||
Redeemable preferred stock | $ | 2,700,000 |
Business_Combinations_Tables
Business Combinations (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of the Estimate of Consideration Paid by Company in Merger | ' | ||||||||
The estimate of the consideration paid by the Company in the transaction is as follows: | |||||||||
Fair Value of the ASTV common shares | (A) | $ | 6,456,713 | ||||||
Less: | |||||||||
Reduction in note payable to IBI | (B) | (450,000 | ) | ||||||
Interest accrued on IBI note payable | (C) | (9,237 | ) | ||||||
Consideration effectively transferred | $ | 5,997,476 | |||||||
------- | |||||||||
(A) | |||||||||
Based on 71,741,250 common shares with a fair value of $0.09 per share, the closing price of As Seen On TV, Inc. common shares on April 2, 2014, the transaction closing date. | |||||||||
(B) | |||||||||
Represents a series of notes issued by ASTV to IBI between December 23, 2013 and March 14, 2014 used for general working capital purposes. In the event the merger transaction was not completed by June 30, 2014, all principal and related accrued interest became payable, which was forgiven when the transaction closed. | |||||||||
(C) | |||||||||
Accrued interest related to the IBI notes, accrued at 12% per annum. | |||||||||
Schedule of Pro Forma Information | ' | ||||||||
The following unaudited pro forma results for the six months periods ended June 30, 2014 and 2013 summarize the condensed consolidated results of operations of the Company, assuming the recognition of Ronco as a Variable Interest Entity and reverse acquisition had occurred on January 1, 2013 and after giving effect to the reverse acquisition adjustments, including amortization of intangibles fair valued during the transactions and transaction related costs: | |||||||||
Six Months Ended | |||||||||
June 30, | |||||||||
2014 | 2013 | ||||||||
Net revenues | $ | 7,223,669 | $ | 18,441,410 | |||||
Net income (loss) attributable to As Seen On TV, Inc. stockholders | (4,510,615 | ) | 15,463,691 | ||||||
Net loss per share: | |||||||||
Basic | $ | (0.01 | ) | $ | 0.03 | ||||
Diluted | $ | (0.01 | ) | $ | 0.03 | ||||
Weighted-average number of common shares outstanding: | |||||||||
Basic | 531,815,115 | 524,242,972 | |||||||
Diluted | 531,815,115 | 526,305,472 | |||||||
As Seen On TV, Inc. [Member] | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of the Fair Value of Assets Acquired and Liabilities Assumed | ' | ||||||||
The following table summarizes the estimated provisional fair value amounts of assets acquired and liabilities assumed on the effective date of acquisition: | |||||||||
Cash and cash equivalents | $ | 53,966 | |||||||
Accounts receivable | 4,560 | ||||||||
Note receivable - current | 225,000 | ||||||||
Prepaid expenses and other current assets | 271,804 | ||||||||
Restricted cash - non current | 83,462 | ||||||||
Note receivable - non current | 675,000 | ||||||||
Property and equipment | 43,798 | ||||||||
Goodwill | 514,097 | ||||||||
Intangible assets | 7,950,000 | ||||||||
Deposits | 2,185 | ||||||||
Total assets acquired | 9,823,872 | ||||||||
Accounts payable | (625,413 | ) | |||||||
Accrued expenses and other current liabilities | (361,471 | ) | |||||||
Notes payable - current portion | (230,486 | ) | |||||||
Warrant liability | (1,668,795 | ) | |||||||
Current liabilities of discontinued operations | (904,788 | ) | |||||||
Notes payable - non current | (35,443 | ) | |||||||
Total liabilities assumed | (3,826,396 | ) | |||||||
Net assets acquired | $ | 5,997,476 | |||||||
Ronco [Member] | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of the Fair Value of Assets Acquired and Liabilities Assumed | ' | ||||||||
The following table summarizes the estimated provisional fair value amounts of assets and liabilities recorded as of the effective date: | |||||||||
Cash and cash equivalents | $ | 96,432 | |||||||
Accounts receivable | 752,172 | ||||||||
Inventories | 1,517,374 | ||||||||
Prepaid expenses and other current assets | 332,613 | ||||||||
Property and equipment | 179,672 | ||||||||
Goodwill | 15,907,825 | ||||||||
Intangible assets | 3,700,000 | ||||||||
Total assets | 22,486,088 | ||||||||
Accounts payable | (2,443,917 | ) | |||||||
Accrued expenses and other current liabilities | (2,238,531 | ) | |||||||
Notes payable - current portion | (10,165,040 | ) | |||||||
Notes payable - related party - current portion | (3,016,228 | ) | |||||||
Notes payable - non current portion | (1,922,372 | ) | |||||||
Redeemable preferred stock | (2,700,000 | ) | |||||||
Total liabilities and temporary equity | (22,486,088 | ) | |||||||
Consideration paid | $ | - |
Prepaid_expenses_and_other_cur1
Prepaid expenses and other current assets (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Prepaid expenses and other current assets [Abstract] | ' | ||||||||
Schedule of Prepaid Expenses and Other Current Assets | ' | ||||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Advances on inventory | $ | 988,871 | $ | - | |||||
Debt issuance costs | 338,665 | - | |||||||
Prepaid campaign production costs | 499,700 | - | |||||||
Prepaid expenses - other | 140,456 | 72,106 | |||||||
Prepaid insurance | 369,341 | 24,720 | |||||||
$ | 2,337,033 | $ | 96,826 |
Property_and_Equipment_net_Tab
Property and Equipment, net (Tables) | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 2014 | ||||||||||||||||||||||||||
Property and Equipment, net [Abstract] | ' | |||||||||||||||||||||||||
Schedule of Property and Equipment | ' | |||||||||||||||||||||||||
The following table summarizes our property and equipment at June 30, 2014 and December 31, 2013: | ||||||||||||||||||||||||||
Additions | ||||||||||||||||||||||||||
December 31, | Participation | Reverse | Contribution | June 30, | ||||||||||||||||||||||
and | ||||||||||||||||||||||||||
Assumption | ||||||||||||||||||||||||||
Description | 2013 | Agreement | Merger | Agreement | Purchases | 2014 | ||||||||||||||||||||
Equipment | $ | - | $ | 123,089 | $ | 11,660 | $ | - | $ | 101,647 | $ | 236,396 | ||||||||||||||
Furniture and Fixtures | 202,980 | 55,871 | 25,617 | 28,414 | 29,172 | 342,054 | ||||||||||||||||||||
Leasehold Improvements | 15,390 | 714 | 6,522 | - | - | 22,626 | ||||||||||||||||||||
Total property and equipment | 218,370 | 179,672 | 43,798 | 28,414 | 130,822 | 601,076 | ||||||||||||||||||||
Accumulated depreciation | (117,638 | ) | (19,964 | ) | (4,924 | ) | (21,754 | ) | (28,993 | ) | (193,273 | ) | ||||||||||||||
Property and equipment, net | $ | 100,732 | $ | 159,708 | $ | 38,874 | $ | 6,660 | $ | 101,829 | $ | 407,803 | ||||||||||||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||
Intangible Assets and Goodwill [Abstract] | ' | ||||||||||||||||||||||||||||
Schedule of Intangible Assets | ' | ||||||||||||||||||||||||||||
The following table summarizes our intangible assets at June 30, 2014: | |||||||||||||||||||||||||||||
Additions | |||||||||||||||||||||||||||||
Intangible Asset | December 31, | Participation | Reverse | Post | Total | Accumulated | June 30, | ||||||||||||||||||||||
2013 | Agreement | Merger | Combination | Amortization | 2014 | ||||||||||||||||||||||||
Finite lived intangibles: | |||||||||||||||||||||||||||||
Patents | $ | - | $ | 2,000,000 | $ | - | $ | 9,500 | $ | 2,009,500 | $ | (74,074 | ) | $ | 1,935,426 | ||||||||||||||
Customer relationships | - | - | 1,200,000 | - | 1,200,000 | (60,000 | ) | 1,140,000 | |||||||||||||||||||||
Domain names | - | - | 1,100,000 | - | 1,100,000 | (55,000 | ) | 1,045,000 | |||||||||||||||||||||
Trade names | - | - | 850,000 | - | 850,000 | (42,500 | ) | 807,500 | |||||||||||||||||||||
- | 2,000,000 | 3,150,000 | 9,500 | 5,159,500 | (231,574 | ) | 4,927,926 | ||||||||||||||||||||||
Indefinite lived intangibles: | |||||||||||||||||||||||||||||
Trademarks | - | 1,700,000 | - | - | 1,700,000 | - | 1,700,000 | ||||||||||||||||||||||
asseenontv.com URL | - | - | 4,800,000 | - | 4,800,000 | - | 4,800,000 | ||||||||||||||||||||||
- | 1,700,000 | 4,800,000 | - | 6,500,000 | - | 6,500,000 | |||||||||||||||||||||||
Intangible, net | $ | - | $ | 3,700,000 | $ | 7,950,000 | $ | 9,500 | $ | 11,659,500 | $ | (231,574 | ) | $ | 11,427,926 | ||||||||||||||
Schedule of Future Amortization Expense | ' | ||||||||||||||||||||||||||||
A summary of future amortization expense is as follows: | |||||||||||||||||||||||||||||
Year 1 | $ | 853,278 | |||||||||||||||||||||||||||
Year 2 | 853,278 | ||||||||||||||||||||||||||||
Year 3 | 853,278 | ||||||||||||||||||||||||||||
Year 4 | 853,278 | ||||||||||||||||||||||||||||
Year 5 | 695,778 | ||||||||||||||||||||||||||||
Thereafter | 819,036 | ||||||||||||||||||||||||||||
$ | 4,927,926 |
Accrued_expenses_and_other_cur1
Accrued expenses and other current liabilities (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Accrued expenses and other current liabilities [Abstract] | ' | ||||||||
Schedule of Accrued Expenses and Other Current Liabilities | ' | ||||||||
Accrued expenses and other current liabilities consist of the following: | |||||||||
June 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accrued compensation | $ | 432,311 | $ | 281,287 | |||||
Accrued interest | 2,093,741 | - | |||||||
Accrued registration penalty | 156,000 | - | |||||||
Accrued royalties | 215,101 | 150,222 | |||||||
Accrued sales returns | 239,033 | - | |||||||
Accrued sales taxes | 516,426 | 1,417 | |||||||
Other accrued expenses | 131,502 | 226,769 | |||||||
$ | 3,784,114 | $ | 659,695 |
Warrant_Liabilities_Tables
Warrant Liabilities (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Warrant Liabilities [Abstract] | ' | ||||||||||||||||||||
Schedule of Warrant Valuation Assumptions | ' | ||||||||||||||||||||
The assumptions used in connection with the valuation of warrants issued were as follows: | |||||||||||||||||||||
June 30, | April 3, | April 2, | |||||||||||||||||||
2014 | 2014 | 2014 | |||||||||||||||||||
Number of shares underlying the warrants | 77,862,807 | 30,136,713 | 47,726,094 | ||||||||||||||||||
Exercise price | $0.0001 - $0.80 | $0.00 | $0.595 - $0.80 | ||||||||||||||||||
Volatility | 111.17% - 199.57% | 183.30% | 134% - 158% | ||||||||||||||||||
Risk-free interest rate | 0.09% - 1.07% | 0.11% | 0.28% - 1.73% | ||||||||||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||||||
Expected warrant life (years) | 0.75 - 3.38 | 1 | 1.42 - 3.63 | ||||||||||||||||||
Stock price | $0.06 | $0.08 | $0.09 | ||||||||||||||||||
Schedule of Warrant Liabilities at Fair Value | ' | ||||||||||||||||||||
Acquisition | |||||||||||||||||||||
Measurement | Increase | ||||||||||||||||||||
Date | (Decrease) | ||||||||||||||||||||
December 31, | April 2, | Initial | in | June 30, | |||||||||||||||||
2013 | 2014 | Measurement | Fair Value | 2014 | |||||||||||||||||
2011 Unit Offering | $ | - | $ | 1,242,333 | $ | - | $ | (899,807 | ) | $ | 342,526 | ||||||||||
2011 Unit Offering Placement Agent | - | 156,367 | - | (113,254 | ) | 43,113 | |||||||||||||||
2012 Bridge Warrant | - | 20,690 | - | (2,988 | ) | 17,702 | |||||||||||||||
2012 Bridge Warrant Placement Agent | - | 4,138 | - | (598 | ) | 3,540 | |||||||||||||||
2012 Unit Offering | - | 137,178 | - | (45,283 | ) | 91,895 | |||||||||||||||
2012 Unit Offering Placement Agent | - | 96,481 | - | (34,436 | ) | 62,045 | |||||||||||||||
2013 Merger related notes converted | - | 11,608 | - | (3,738 | ) | 7,870 | |||||||||||||||
2014 Senior Note Purchase | - | - | 2,407,930 | (602,737 | ) | 1,805,193 | |||||||||||||||
$ | - | $ | 1,668,795 | $ | 2,407,930 | $ | (1,702,841 | ) | $ | 2,373,884 | |||||||||||
Schedule of Warrant Subject to Remeasurement | ' | ||||||||||||||||||||
Number of Warrants Subject to Remeasurement | |||||||||||||||||||||
Number of Warrants | |||||||||||||||||||||
April 2, | |||||||||||||||||||||
December 31, | 2014 | Warrant | June 30, | ||||||||||||||||||
2013 | Acquisition | Additions | Reductions | 2014 | |||||||||||||||||
2011 Unit Offering | - | 33,277,837 | - | - | 33,277,837 | ||||||||||||||||
2011 Unit Offering Placement Agent | - | 4,726,891 | - | - | 4,726,891 | ||||||||||||||||
2012 Bridge Warrant | - | 1,137,735 | - | - | 1,137,735 | ||||||||||||||||
2012 Bridge Warrant Placement Agent | - | 227,546 | - | - | 227,546 | ||||||||||||||||
2012 Unit Offering | - | 6,300,213 | - | - | 6,300,213 | ||||||||||||||||
2012 Unit Offering Placement Agent | - | 1,561,544 | - | - | 1,561,544 | ||||||||||||||||
2013 Merger related notes converted | - | 494,328 | - | - | 494,328 | ||||||||||||||||
2014 Senior Note Purchase | - | - | 30,136,713 | - | 30,136,713 | ||||||||||||||||
- | 47,726,094 | 30,136,713 | - | 77,862,807 |
Related_Party_Transactions_Tab
Related Party Transactions (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Related Party Transactions [Abstract] | ' | ||||
Summary of Assets Contributed and Liabilities Assumed | ' | ||||
A summary of the assets contributed and liabilities assumed follows: | |||||
Cash | $ | 31,161 | |||
Note receivable | 711,220 | ||||
Interest receivable | 259,584 | ||||
Property and equipment, net | 6,660 | ||||
Deposits | 5,392 | ||||
Total IBI assets contributed to Infusion | 1,014,017 | ||||
Note payable | (11,000,000 | ) | |||
Total liabilities assumed | (11,000,000 | ) | |||
Net liabilities assumed by Infusion | (9,985,983 | ) | |||
Forgiveness of debt | 20,167,184 | ||||
Contribution to capital | $ | 10,181,201 |
Notes_Payable_Tables
Notes Payable (Tables) | 6 Months Ended | ||||||||||||||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||||||||||||||
Notes Payable [Abstract] | ' | ||||||||||||||||||||||||||||||||
Schedule of Notes Payable | ' | ||||||||||||||||||||||||||||||||
Contribution | |||||||||||||||||||||||||||||||||
and | |||||||||||||||||||||||||||||||||
December 31, | Participation | Reverse | Assumption | June 30, | |||||||||||||||||||||||||||||
2013 | Agreement | Merger | Agreement | Issuances | Accretion | Payments | 2014 | ||||||||||||||||||||||||||
Current notes payable related party | |||||||||||||||||||||||||||||||||
16% Promissory Note- related party | $ | - | $ | 3,016,228 | $ | - | $ | - | $ | - | $ | - | $ | - | $ | 3,016,228 | |||||||||||||||||
Current notes payable - third party | |||||||||||||||||||||||||||||||||
14% Senior Secured Promissory Note | - | - | - | - | 10,180,000 | - | - | 10,180,000 | |||||||||||||||||||||||||
Less: discount on Senior Secured Promissory Note | - | - | - | - | (3,800,847 | ) | 729,080 | - | (3,071,767 | ) | |||||||||||||||||||||||
1.5% Secured Promissory Note | - | 8,620,000 | - | - | - | - | - | 8,620,000 | |||||||||||||||||||||||||
18% Promissory Note | - | 1,100,000 | - | - | - | - | - | 1,100,000 | |||||||||||||||||||||||||
18% Promissory Note | - | 445,040 | - | - | - | - | - | 445,040 | |||||||||||||||||||||||||
3.68% to 8.39% Premium financing agreements | - | - | 18,426 | - | 138,139 | - | (45,321 | ) | 111,244 | ||||||||||||||||||||||||
0% Promissory note | - | - | - | - | 102,500 | - | - | 102,500 | |||||||||||||||||||||||||
0% Promissory note | - | - | 102,060 | - | - | - | - | 102,060 | |||||||||||||||||||||||||
10% Promissory note | - | - | 100,000 | - | - | - | - | 100,000 | |||||||||||||||||||||||||
0% Promissory note | - | - | 10,000 | - | - | - | - | 10,000 | |||||||||||||||||||||||||
Total third party current notes payable | - | 10,165,040 | 230,486 | - | 6,619,792 | 729,080 | (45,321 | ) | 17,699,077 | ||||||||||||||||||||||||
Total current notes payable | - | 13,181,268 | 230,486 | - | 6,619,792 | 729,080 | (45,321 | ) | 20,715,305 | ||||||||||||||||||||||||
Non current notes payable - related party | |||||||||||||||||||||||||||||||||
6% Senior Secured Debenture - related party | - | - | - | 11,000,000 | 211,562 | - | - | 11,211,562 | |||||||||||||||||||||||||
Non current notes payable - third party | |||||||||||||||||||||||||||||||||
0% contingent promissory note | - | 3,770,000 | - | - | - | - | - | 3,770,000 | |||||||||||||||||||||||||
Less: discount on Contingent Promissory Note | - | (1,847,628 | ) | - | - | - | 118,178 | - | (1,729,450 | ) | |||||||||||||||||||||||
0% Promissory note | - | - | 25,443 | - | - | - | - | 25,443 | |||||||||||||||||||||||||
0% Promissory note | - | - | 10,000 | - | - | - | - | 10,000 | |||||||||||||||||||||||||
Total non current third party notes payable | - | 1,922,372 | 35,443 | - | - | 118,178 | - | 2,075,993 | |||||||||||||||||||||||||
Total non current notes payable | - | 1,922,372 | 35,443 | 11,000,000 | 211,562 | 118,178 | - | 13,287,555 | |||||||||||||||||||||||||
Total notes payable | $ | - | $ | 15,103,640 | $ | 265,929 | $ | 11,000,000 | $ | 6,831,354 | $ | 847,258 | $ | (45,321 | ) | $ | 34,002,860 | ||||||||||||||||
Schedule of Future Payments | ' | ||||||||||||||||||||||||||||||||
The following is a consolidated schedule of the future payments required under notes payable. | |||||||||||||||||||||||||||||||||
2015 | $ | 23,787,072 | |||||||||||||||||||||||||||||||
2016 | 11,247,005 | ||||||||||||||||||||||||||||||||
2017 | - | ||||||||||||||||||||||||||||||||
2018 | 3,770,000 | ||||||||||||||||||||||||||||||||
Thereafter | - | ||||||||||||||||||||||||||||||||
$ | 38,804,077 |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 6 Months Ended | ||||
Jun. 30, 2014 | |||||
Commitments and Contingencies [Abstract] | ' | ||||
Schedule Of Future Minimum Rental Payments | ' | ||||
uture minimum gross rental payments relating to these lease agreements are as follows: | |||||
Year 1 | $ | 174,000 | |||
Year 2 | 140,000 | ||||
Year 3 | 88,000 | ||||
Year 4 | 71,000 | ||||
Year 5 | 6,000 | ||||
Thereafter | - | ||||
$ | 479,000 |
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Stockholders Equity Note [Line Items] | ' | |||||||||||||
Schedule of Warrants Outstanding | ' | |||||||||||||
A summary of warrants outstanding at June 30, 2014, is as follows: | ||||||||||||||
Warrant Description | Number of | Exercise | Expiration Dates | |||||||||||
Warrants (A) | Prices | |||||||||||||
2011 Bridge Warrant | 8,789,064 | $0.64 | 29-Aug-14 | |||||||||||
2011 Bridge Warrant Placement Agent | 1,165,875 | $0.64 | 29-Aug-14 | |||||||||||
2011 Unit Offering | 33,277,837 | (B) | $0.59 | 28-Oct-16 | ||||||||||
2011 Unit Offering Placement Agent | 4,726,891 | (B) | $0.59 | 28-Oct-16 | ||||||||||
2010 Other Placements | 337,500 | $0.64-$1.80 | July 26, 2014 - June 22, 2015 | |||||||||||
2012 Bridge Warrant | 1,137,735 | (B) | $0.77 | September 7, 2015 - September 20, 2015 | ||||||||||
2012 Bridge Warrant Placement Agent | 227,546 | (B) | $0.77 | 7-Sep-15 | ||||||||||
2012 Unit Offering | 6,300,213 | (B) | $0.80 | 14-Nov-15 | ||||||||||
2012 Unit Offering Placement Agent | 1,561,544 | (B) | $0.70-$0.80 | 14-Nov-17 | ||||||||||
2012 Talent Compensation | 4,875,000 | $0.01-$2.00 | 19-Nov-15 | |||||||||||
2013 Merger related notes converted | 494,328 | (B) | $0.80 | 14-Nov-15 | ||||||||||
2013 eDiets Warrants | 427,987 | $1.40-$4.74 | July 15, 2019 - September 11, 2019 | |||||||||||
2014 MIG7 Offering | 30,136,713 | (C) | $0.00 | April 3, 2015(c) | ||||||||||
93,458,233 | ||||||||||||||
------- | ||||||||||||||
(A) All warrants reflect post anti-dilution and repricing provisions applied. | ||||||||||||||
(B) Subject to potential further ant-dilution and repricing adjustment (See Note 10). | ||||||||||||||
(C) Subject to variable share settlement and potential extension in connection with Secured Promissory Note (See Note 12) | ||||||||||||||
Schedule of Stock Options Activity | ' | |||||||||||||
Information related to options granted under our option plans at June 30, 2014 and activity for the six months then ended is as follows: | ||||||||||||||
Shares | Weighted | Weighted Average | Aggregate | |||||||||||
Average | Remaining | Intrinsic Value | ||||||||||||
Exercise | Contractual Life | |||||||||||||
Price | (Years) | |||||||||||||
Outstanding at December 31, 2013 | - | $ | - | - | $ | - | ||||||||
April 2, 2014 Acquisition (A) | 7,148,836 | 1.06 | 7.46 | - | ||||||||||
Granted | - | - | - | - | ||||||||||
Exercised | - | - | - | - | ||||||||||
Forfeited | (3,050,000 | ) | 0.65 | - | - | |||||||||
Expired | - | - | - | - | ||||||||||
Outstanding at June 30, 2014 | 4,098,836 | $ | 1.36 | 4.89 | $ | - | ||||||||
Exercisable at June 30, 2014 | 3,288,836 | $ | 1.66 | 4.61 | $ | - | ||||||||
------- | ||||||||||||||
(A) Options acquired in connection with reverse merger. |
Segment_Reporting_Tables
Segment Reporting (Tables) | 6 Months Ended | ||||||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||||||
Schedule of Business Segments | ' | ||||||||||||||||||||
Summarized financial information concerning the Company's reportable segments for the three months ended June 30, 2014 and 2013 are shown in the following tables. | |||||||||||||||||||||
Three Months Ended June 30, 2014 | |||||||||||||||||||||
Power Tools | |||||||||||||||||||||
& Cleaning | Housewares | eCommerce | Corporate | Total | |||||||||||||||||
Total revenue | $ | 1,525,104 | $ | 1,671,145 | $ | 189,122 | $ | - | $ | 3,385,371 | |||||||||||
Net (loss) gain | $ | (2,178,871 | ) | $ | (1,016,403 | ) | $ | (734,121 | ) | $ | 733,749 | $ | (3,150,916 | ) | |||||||
Depreciation and amortization | $ | 16,208 | $ | 70,529 | $ | 162,423 | $ | - | $ | 249,160 | |||||||||||
Interest expense | $ | - | $ | 345,445 | $ | - | $ | 1,029,663 | $ | 1,375,108 | |||||||||||
Three Months Ended June 30, 2013 | |||||||||||||||||||||
Power Tools | |||||||||||||||||||||
& Cleaning | Housewares | eCommerce | Corporate | Total | |||||||||||||||||
Total revenue | $ | 3,813,904 | $ | - | $ | - | $ | - | $ | 3,813,904 | |||||||||||
Net loss | $ | (581,574 | ) | $ | - | $ | - | $ | (71,211 | ) | $ | (652,785 | ) | ||||||||
Depreciation and amortization | $ | 8,689 | $ | - | $ | - | $ | - | $ | 8,689 | |||||||||||
Interest expense | $ | - | $ | - | $ | - | $ | 73,242 | $ | 73,242 | |||||||||||
Summarized financial information concerning the Company's reportable segments for the six months ended June 30, 2014 and 2013 are shown in the following tables, followed by a reconciliation of assets to consolidated assets is as follows: | |||||||||||||||||||||
Six Months Ended June 30, 2014 | |||||||||||||||||||||
Power Tools | |||||||||||||||||||||
& Cleaning | Housewares | eCommerce | Corporate | Total | |||||||||||||||||
Total revenue | $ | 4,106,533 | $ | 2,285,290 | $ | 189,124 | $ | - | $ | 6,580,947 | |||||||||||
Net (loss) gain | $ | (3,153,258 | ) | $ | (1,141,668 | ) | $ | (734,121 | ) | $ | 598,416 | $ | (4,430,629 | ) | |||||||
Depreciation and amortization | $ | 28,995 | $ | 94,038 | $ | 162,423 | $ | - | $ | 285,456 | |||||||||||
Interest expense | $ | - | $ | 457,956 | $ | - | $ | 1,159,878 | $ | 1,617,834 | |||||||||||
Total assets held at June 30, 2014 | $ | 5,650,111 | $ | 23,245,131 | $ | 9,606,683 | $ | 10,214,375 | $ | 48,716,300 | |||||||||||
Six Months Ended June 30, 2013 | |||||||||||||||||||||
Power Tools | |||||||||||||||||||||
& Cleaning | Housewares | eCommerce | Corporate | Total | |||||||||||||||||
Total revenue | $ | 9,190,171 | $ | - | $ | - | $ | - | $ | 9,190,171 | |||||||||||
Net loss | $ | (1,061,093 | ) | $ | - | $ | - | $ | (170,698 | ) | $ | (1,231,791 | ) | ||||||||
Depreciation and amortization | $ | 19,940 | $ | - | $ | - | $ | - | $ | 19,940 | |||||||||||
Interest expense | $ | - | $ | - | $ | - | $ | 169,269 | $ | 169,269 | |||||||||||
Total assets held | $ | 2,295,191 | $ | - | $ | - | $ | - | $ | 2,295,191 | |||||||||||
Reconciliation of Assets to Consolidated Assets | ' | ||||||||||||||||||||
For the Six Months Ended | |||||||||||||||||||||
June 30, | |||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||
Reconciliation of Total Assets Held | |||||||||||||||||||||
Total assets for reportable segments | $ | 48,716,300 | $ | 2,295,191 | |||||||||||||||||
Elimination of intersegment funding receivables | (7,957,276 | ) | - | ||||||||||||||||||
Elimination of intersegment notes receivable | (851,237 | ) | - | ||||||||||||||||||
Elimination of intersegment interest receivable | (4,373 | ) | - | ||||||||||||||||||
Elimination of intersegment deferred financing fee | (23,750 | ) | - | ||||||||||||||||||
Elimination of intersegment accrued fees | (45,401 | ) | |||||||||||||||||||
Total consolidated assets | $ | 39,834,263 | $ | 2,295,191 |
Basis_of_Presentation_Descript1
Basis of Presentation ,Description of Our Business, Liquidity and Going Concern (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2012 | Apr. 02, 2014 |
As Seen On TV, Inc. [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Number of shares issued for business acquisition | ' | ' | ' | ' | 452,960,490 |
Percent of equity acquired | ' | ' | ' | ' | 85.20% |
Ownership interest, fully diluted | ' | ' | ' | ' | 75.00% |
Cash | $1,968,086 | $91,397 | $131,197 | $288,779 | ' |
Working capital deficit | 23,200,000 | ' | ' | ' | ' |
Accumulated deficit | $30,980,593 | $27,691,630 | ' | ' | ' |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Minimum [Member] | Maximum [Member] | |||
Summary of Significant Accounting Policies [Abstract] | ' | ' | ' | ' |
Allowance for doubtful accounts | $22,000 | $15,000 | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' |
Intangible assets estimated economic lives | ' | ' | '5 years | '9 years |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Schedule of Antidilutive Securities Excluded From the Computation of Earnings Per Share) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities | 96,747,075 | ' | 96,747,075 | ' |
Stock Options [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities | 3,288,836 | ' | 3,288,836 | ' |
Warrants [Member] | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' |
Anti-dilutive securities | 93,458,239 | ' | 93,458,239 | ' |
Variable_Interest_Entity_Detai
Variable Interest Entity (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 06, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Ronco [Member] | Ronco Holdings, Inc. [Member] | Ronco Holdings, Inc. [Member] | |||||||
Variable Interest Entity [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial payment | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | ' |
Amount of deferred payment | ' | ' | ' | ' | ' | ' | 2,350,000 | ' | ' |
Current assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash | 1,968,086 | 131,197 | 1,968,086 | 131,197 | 91,397 | 288,779 | ' | 15,889 | 15,889 |
Accounts receivable, net | 1,429,041 | ' | 1,429,041 | ' | 1,127,058 | ' | ' | 1,497,513 | 1,497,513 |
Affiliate receivable - related party | 358,954 | ' | 358,954 | ' | ' | ' | ' | 342,871 | 342,871 |
Inventories | 3,500,694 | ' | 3,500,694 | ' | 879,178 | ' | ' | 1,657,820 | 1,657,820 |
Prepaid expenses and other assets | 2,337,033 | ' | 2,337,033 | ' | 96,826 | ' | ' | 229,468 | 229,468 |
Total current assets | 9,818,808 | ' | 9,818,808 | ' | 2,194,459 | ' | ' | 3,743,561 | 3,743,561 |
Property and equipment, net | 407,803 | ' | 407,803 | ' | 100,732 | ' | ' | 261,355 | 261,355 |
Goodwill | 16,421,922 | ' | 16,421,922 | ' | ' | ' | 15,907,825 | 15,907,825 | 15,907,825 |
Intangible assets, net | 11,427,926 | ' | 11,427,926 | ' | ' | ' | ' | 3,635,426 | 3,635,426 |
Total assets | 39,834,263 | 2,295,191 | 39,834,263 | 2,295,191 | 2,295,191 | ' | ' | 23,548,167 | 23,548,167 |
Current liabilities: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts payable | 6,060,146 | ' | 6,060,146 | ' | 2,193,664 | ' | ' | 2,159,648 | 2,159,648 |
Accrued expenses | 3,784,114 | ' | 3,784,114 | ' | 659,695 | ' | ' | 2,882,220 | 2,882,220 |
Notes payable | 17,699,077 | ' | 17,699,077 | ' | ' | ' | ' | 11,620,143 | 11,620,143 |
Total current liabilities | 33,027,808 | ' | 33,027,808 | ' | 23,503,082 | ' | ' | 16,662,011 | 16,662,011 |
Long-term notes payable - related party | 11,211,562 | ' | 11,211,562 | ' | ' | ' | ' | 3,585,591 | 3,585,591 |
Total liabilities | 46,315,363 | ' | 46,315,363 | ' | 23,503,082 | ' | ' | 20,247,602 | 20,247,602 |
Redeemable preferred stock | 2,700,000 | ' | 2,700,000 | ' | ' | ' | ' | 2,700,000 | 2,700,000 |
Revenues | 3,385,371 | 3,813,904 | 6,580,947 | 9,190,171 | ' | ' | ' | 1,671,000 | 2,285,000 |
Less: Net loss attributed to noncontrolling interest in Ronco Holdings, Inc. | $1,016,403 | ' | $1,141,666 | ' | ' | ' | ' | ' | ' |
Business_Combinations_Narrativ
Business Combinations (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 02, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 02, 2014 | Apr. 02, 2014 | Apr. 02, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | Mar. 06, 2014 | ||
As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | |||||||
Customer Relationships [Member] | Internet Domain Names [Member] | Trade Names [Member] | Trademarks [Member] | Patents [Member] | |||||||||||
Business Combination, Description [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Number of shares issued for business acquisition | ' | ' | ' | ' | ' | 452,960,490 | ' | ' | ' | ' | ' | ' | ' | ' | |
Percent of equity acquired | ' | ' | ' | ' | ' | 85.20% | ' | ' | ' | ' | ' | ' | ' | ' | |
Ownership interest, fully diluted | ' | ' | ' | ' | ' | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | |
Share price on date of acquisition | ' | ' | ' | ' | ' | $0.09 | ' | ' | ' | ' | ' | ' | ' | ' | |
Intangible assets | ' | ' | ' | ' | ' | $7,950,000 | ' | ' | ' | ' | ' | $3,700,000 | ' | ' | |
Finite-lived intangible assets acquired | ' | ' | ' | ' | ' | 3,150,000 | ' | ' | 1,200,000 | 1,100,000 | 850,000 | ' | 1,700,000 | 2,000,000 | |
Estimated life | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | '9 years | |
URL acquired | ' | ' | ' | ' | ' | 4,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Goodwill | 16,421,922 | ' | 16,421,922 | ' | ' | 514,097 | ' | ' | ' | ' | ' | 15,907,825 | ' | ' | |
Payments made | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | |
Amount of deferred payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,350,000 | ' | ' | |
Revenues | 3,385,371 | 3,813,904 | 6,580,947 | 9,190,171 | ' | ' | 189,000 | 189,000 | ' | ' | ' | ' | ' | ' | |
Net loss | 2,179,513 | 652,785 | 3,288,963 | 1,231,791 | ' | ' | 600,000 | 600,000 | ' | ' | ' | ' | ' | ' | |
Fair Value of the ASTV common shares | ' | ' | ' | ' | ' | 6,456,713 | [1] | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Reduction in note payable to IBI | ' | ' | ' | ' | ' | -450,000 | [2] | ' | ' | ' | ' | ' | ' | ' | ' |
Less: Interest accrued on IBI note payable | ' | ' | ' | ' | ' | -9,237 | [3] | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration effectively transferred | ' | ' | ' | ' | ' | $5,997,476 | ' | ' | ' | ' | ' | ' | ' | ' | |
Total number of common shares used to estimate fair value of shares provided as consideration in merger | ' | ' | ' | ' | ' | 71,741,250 | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock price | ' | ' | ' | ' | ' | $0.09 | ' | ' | ' | ' | ' | ' | ' | ' | |
Interest rate | ' | ' | ' | ' | ' | 12.00% | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Based on 71,741,250 common shares with a fair value of $0.09 per share, the closing price of As Seen On TV, Inc. common shares on April 2, 2014, the transaction closing date. | ||||||||||||||
[2] | Represents a series of notes issued by ASTV to IBI between December 23, 2013 and March 14, 2014 used for general working capital purposes. In the event the merger transaction was not completed by June 30, 2014, all principal and related accrued interest became payable, which was forgiven when the transaction closed. | ||||||||||||||
[3] | Accrued interest related to the IBI notes, accrued at 12% per annum. |
Business_Combinations_Schedule
Business Combinations (Schedule of the Fair Value of Assets Acquired and Liabilities Assumed) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Apr. 02, 2014 | Apr. 02, 2014 | Apr. 02, 2014 | Mar. 06, 2014 |
As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | Ronco [Member] | |||
Trade Accounts Receivable [Member] | Notes Receivable [Member] | |||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | $53,966 | ' | ' | $96,432 |
Receivables | ' | ' | ' | 4,560 | 225,000 | 752,172 |
Inventories | ' | ' | ' | ' | ' | 1,517,374 |
Prepaid expenses and other current assets | ' | ' | 271,804 | ' | ' | 332,613 |
Restricted cash - non current | ' | ' | 83,462 | ' | ' | ' |
Note receivable - non current | ' | ' | 675,000 | ' | ' | ' |
Property and equipment | ' | ' | 43,798 | ' | ' | 179,672 |
Goodwill | 16,421,922 | ' | 514,097 | ' | ' | 15,907,825 |
Intangible assets | ' | ' | 7,950,000 | ' | ' | 3,700,000 |
Deposits | ' | ' | 2,185 | ' | ' | ' |
Total assets acquired | ' | ' | 9,823,872 | ' | ' | 22,486,088 |
Accounts payable | ' | ' | -625,413 | ' | ' | -2,443,917 |
Accrued expenses and other current liabilities | ' | ' | -361,471 | ' | ' | -2,238,531 |
Notes payable - current portion | ' | ' | -230,486 | ' | ' | -10,165,040 |
Notes payable - related party - current portion | ' | ' | ' | ' | ' | -3,016,228 |
Warrant liability | ' | ' | -1,668,795 | ' | ' | ' |
Current liabilities of discontinued operations | ' | ' | -904,788 | ' | ' | ' |
Notes payable - non current | ' | ' | -35,443 | ' | ' | -1,922,372 |
Redeemable preferred stock | ' | ' | ' | ' | ' | -2,700,000 |
Total liabilities assumed and temporary equity | ' | ' | -3,826,396 | ' | ' | -22,486,088 |
Net assets acquired | ' | ' | $5,997,476 | ' | ' | ' |
Business_Combinations_Schedule1
Business Combinations (Schedule of Pro Forma Information) (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Business Acquisition [Line Items] | ' | ' |
Net revenues | $7,223,669 | $18,441,410 |
Net income (loss) attributable to As Seen On TV, Inc. stockholders | ($4,510,615) | $15,463,691 |
Net loss per share: Basic | ($0.01) | $0.03 |
Net loss per share: Diluted | ($0.01) | $0.03 |
Weighted-average number of common shares outstanding: Basic | 531,815,115 | 524,242,972 |
Weighted-average number of common shares outstanding: Diluted | 531,815,115 | 526,305,472 |
Prepaid_expenses_and_other_cur2
Prepaid expenses and other current assets (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Prepaid expenses and other current assets [Abstract] | ' | ' |
Advances on inventory | $988,871 | ' |
Debt issuance costs | 338,665 | ' |
Prepaid campaign production costs | 499,700 | ' |
Prepaid expenses - other | 140,456 | 72,106 |
Prepaid insurance | 369,341 | 24,720 |
Prepaid expenses and other current assets | $2,337,033 | $96,826 |
Property_and_Equipment_net_Nar
Property and Equipment, net (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Property and Equipment, net [Abstract] | ' | ' | ' | ' |
Depreciation | $36,000 | $10,000 | $54,000 | $20,000 |
Property_and_Equipment_net_Sch
Property and Equipment, net (Schedule of Property and Equipment) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Participation Agreement [Member] | Reverse Merger [Member] | Contribution and Assumption Agreement [Member] | Purchases [Member] | Equipment [Member] | Equipment [Member] | Equipment [Member] | Equipment [Member] | Equipment [Member] | Equipment [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Furniture and Fixtures [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | Leasehold Improvements [Member] | |||
Participation Agreement [Member] | Reverse Merger [Member] | Contribution and Assumption Agreement [Member] | Purchases [Member] | Participation Agreement [Member] | Reverse Merger [Member] | Contribution and Assumption Agreement [Member] | Purchases [Member] | Participation Agreement [Member] | Reverse Merger [Member] | Contribution and Assumption Agreement [Member] | Purchases [Member] | |||||||||||||
Property and equipment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment gross, beginning balance | $601,076 | $218,370 | ' | ' | ' | ' | $236,396 | ' | ' | ' | ' | ' | $342,054 | $202,980 | ' | ' | ' | ' | $22,626 | $15,390 | ' | ' | ' | ' |
Property, plant and equipment, additions | ' | ' | 179,672 | 43,798 | 28,414 | 130,822 | ' | ' | 123,089 | 11,660 | ' | 101,647 | ' | ' | 55,871 | 25,617 | 28,414 | 29,172 | ' | ' | 714 | 6,522 | ' | ' |
Property, plant and equipment gross, ending balance | 601,076 | 218,370 | ' | ' | ' | ' | 236,396 | ' | ' | ' | ' | ' | 342,054 | 202,980 | ' | ' | ' | ' | 22,626 | 15,390 | ' | ' | ' | ' |
Accumulated depreciation, beginning balance | -193,273 | -117,638 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in accumulated depreciation during period | ' | ' | -19,964 | -4,924 | -21,754 | -28,993 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accumulated depreciation, ending balance | -193,273 | -117,638 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net, beginning balance | 407,803 | 100,732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change during period in net book value of property, plant and equipment | ' | ' | 159,708 | 38,874 | 6,660 | 101,829 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property, plant and equipment, net, ending balance | $407,803 | $100,732 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 06, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Participating Agreement [Member] | Merger [Member] | Ronco Holdings Inc [Member] | Patents [Member] | Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Finite lived intangible assets, useful live | ' | ' | ' | ' | ' | '9 years | '5 years |
Intangible assets | ' | ' | ' | ' | $3,700,000 | ' | ' |
Goodwill [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Goodwill | $16,421,922 | ' | $15,907,825 | $514,097 | $15,907,825 | ' | ' |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill (Schedule of Finite Lived Intangible Assets) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | Patents [Member] | Patents [Member] | Patents [Member] | Patents [Member] | Patents [Member] | Customer relationships [Member] | Customer relationships [Member] | Customer relationships [Member] | Customer relationships [Member] | Customer relationships [Member] | Domain names [Member] | Domain names [Member] | Domain names [Member] | Domain names [Member] | Domain names [Member] | Tradenames [Member] | Tradenames [Member] | Tradenames [Member] | Tradenames [Member] | Tradenames [Member] | |||
Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | ||||||||||||||
Finite-lived Intangible Assets: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite Lived Intangible assets, beginning balance | $5,159,500 | ' | ' | ' | ' | $2,009,500 | ' | ' | ' | ' | $1,200,000 | ' | ' | ' | ' | $1,100,000 | ' | ' | ' | ' | $850,000 | ' | ' | ' | ' |
Finite Lived Intangible assets, additions during period | ' | ' | 2,000,000 | 3,150,000 | 9,500 | ' | ' | 2,000,000 | ' | 9,500 | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | 850,000 | ' |
Finite Lived Intangible assets, ending balance | 5,159,500 | ' | ' | ' | ' | 2,009,500 | ' | ' | ' | ' | 1,200,000 | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | 850,000 | ' | ' | ' | ' |
Finite Lived Intangible assets, accumulated amortization | -231,574 | ' | ' | ' | ' | -74,074 | ' | ' | ' | ' | -60,000 | ' | ' | ' | ' | -55,000 | ' | ' | ' | ' | -42,500 | ' | ' | ' | ' |
Finite Lived Intangible assets, net book value | $4,927,926 | ' | ' | ' | ' | $1,935,426 | ' | ' | ' | ' | $1,140,000 | ' | ' | ' | ' | $1,045,000 | ' | ' | ' | ' | $807,500 | ' | ' | ' | ' |
Intangible_Assets_and_Goodwill4
Intangible Assets and Goodwill (Schedule of Indefinite Lived Intangible Assets) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | Trademarks [Member] | Trademarks [Member] | Trademarks [Member] | Trademarks [Member] | Trademarks [Member] | asseenontv.com URL [Member] | asseenontv.com URL [Member] | asseenontv.com URL [Member] | asseenontv.com URL [Member] | asseenontv.com URL [Member] | |||
Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | ||||||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Indefinite Lived Intangible assets, beginning balance | $6,500,000 | ' | ' | ' | ' | $1,700,000 | ' | ' | ' | ' | $4,800,000 | ' | ' | ' | ' |
Indefinite Lived Intangible assets, additions during period | ' | ' | 1,700,000 | 4,800,000 | ' | ' | ' | 1,700,000 | ' | ' | ' | ' | ' | 4,800,000 | ' |
Indefinite Lived Intangible assets, ending balance | $6,500,000 | ' | ' | ' | ' | $1,700,000 | ' | ' | ' | ' | $4,800,000 | ' | ' | ' | ' |
Intangible_Assets_and_Goodwill5
Intangible Assets and Goodwill (Schedule of Total Intangible Assets) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Participating Agreement [Member] | Merger [Member] | Post Combination [Member] | |||
Intangible Assets Net Including Goodwill [Line Items] | ' | ' | ' | ' | ' |
Intangible assets gross, beginning balance | $11,659,500 | ' | ' | ' | ' |
Intangible assets gross, acquired during period | ' | ' | 3,700,000 | 7,950,000 | 9,500 |
Intangible assets gross, ending balance | 11,659,500 | ' | ' | ' | ' |
Finite Lived Intangible assets, accumulated amortization | -231,574 | ' | ' | ' | ' |
Intangible assets, net | $11,427,926 | ' | ' | ' | ' |
Intangible_Assets_and_Goodwill6
Intangible Assets and Goodwill (Schedule of Future Amortization Expense) (Details) (USD $) | Jun. 30, 2014 |
Intangible Assets and Goodwill [Abstract] | ' |
Year 1 | $853,278 |
Year 2 | 853,278 |
Year 3 | 853,278 |
Year 4 | 853,278 |
Year 5 | 695,778 |
Thereafter | 819,036 |
Intangible assets subject to amortization, net book value | $4,927,926 |
Accrued_expenses_and_other_cur2
Accrued expenses and other current liabilities (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Accrued expenses and other current liabilities [Abstract] | ' | ' |
Accrued compensation | $432,311 | $281,287 |
Accrued interest | 2,093,741 | ' |
Accrued registration penalty | 156,000 | ' |
Accrued royalties | 215,101 | 150,222 |
Accrued sales returns | 239,033 | ' |
Accrued sales taxes | 516,426 | 1,417 |
Other accrued expenses | 131,502 | 226,769 |
Accrued expenses and other current liabilities | $3,784,114 | $659,695 |
Accounts_Receivable_Financing_1
Accounts Receivable Financing Arrangement (Details) (Secured Debt [Member], USD $) | 0 Months Ended | |||
Oct. 10, 2012 | Jan. 28, 2011 | Jun. 30, 2014 | Dec. 31, 2013 | |
Secured Debt [Member] | ' | ' | ' | ' |
Line of Credit Facility [Line Items] | ' | ' | ' | ' |
Initial term of arrangement | ' | '1 year | ' | ' |
Percent of A/R allowed under arrangement | 80.00% | 75.00% | ' | ' |
Maximum borrowing capacity | $4,000,000 | $1,000,000 | ' | ' |
Discount rate | 1.65% | 1.75% | ' | ' |
Late fee rate | 0.80% | 1.00% | ' | ' |
Amount outstanding | ' | ' | 69,000 | 474,000 |
Accounts receivable assigned | ' | ' | $136,000 | $920,000 |
Warrant_Liabilities_Narrative_
Warrant Liabilities (Narrative) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Apr. 03, 2014 | |
Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | |||||
14% Senior Secured Promissory Note [Member] | 14% Senior Secured Promissory Note [Member] | |||||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' | ' | ' |
Number of shares underlying the warrants | ' | ' | ' | ' | 30,000,000 | 30,136,713 |
Exercise price | ' | ' | ' | ' | $0.00 | $0.00 |
Debt instrument, face amount | ' | ' | ' | ' | $10,180,000 | $10,180,000 |
Interest rate | ' | ' | ' | ' | 14.00% | 14.00% |
Gain on warrant revaluation | $1,702,841 | ' | $1,702,841 | ' | ' | ' |
Warrant_Liabilities_Schedule_o
Warrant Liabilities (Schedule of Warrant Valuation Assumptions) (Details) (Warrant [Member], USD $) | 0 Months Ended | 6 Months Ended | |
Apr. 02, 2014 | Apr. 03, 2014 | Jun. 30, 2014 | |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Number of shares underlying the warrants | 47,726,094 | 30,136,713 | 77,862,807 |
Exercise price | ' | $0.00 | ' |
Volatility | ' | 183.30% | ' |
Risk-free interest rate | ' | 0.11% | ' |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected warrant life (years) | ' | '1 year | ' |
Stock price | $0.09 | $0.08 | $0.06 |
Minimum [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Exercise price | $0.60 | ' | $0.00 |
Volatility | 134.00% | ' | 111.17% |
Risk-free interest rate | 0.28% | ' | 0.09% |
Expected warrant life (years) | '1 year 5 months 1 day | ' | '9 months |
Maximum [Member] | ' | ' | ' |
Class of Warrant or Right [Line Items] | ' | ' | ' |
Exercise price | $0.80 | ' | $0.80 |
Volatility | 158.00% | ' | 199.57% |
Risk-free interest rate | 1.73% | ' | 1.07% |
Expected warrant life (years) | '3 years 7 months 17 days | ' | '3 years 4 months 17 days |
Warrant_Liabilities_Schedule_o1
Warrant Liabilities (Schedule of Warrant Liabilities at Fair Value) (Details) (Warrant [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | 1,668,795 |
Initial Measurement | 2,407,930 |
Increase (Decrease) in Fair Value | -1,702,841 |
Ending balance | 2,373,884 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | 47,726,094 |
Additions | 30,136,713 |
Reductions | ' |
Ending balance | 77,862,807 |
2011 Unit Offering [Member] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | 1,242,333 |
Initial Measurement | ' |
Increase (Decrease) in Fair Value | -899,807 |
Ending balance | 342,526 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | 33,277,837 |
Additions | ' |
Reductions | ' |
Ending balance | 33,277,837 |
2011 Unit Offering Placement Agent [Member] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | 156,367 |
Initial Measurement | ' |
Increase (Decrease) in Fair Value | -113,254 |
Ending balance | 43,113 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | 4,726,891 |
Additions | ' |
Reductions | ' |
Ending balance | 4,726,891 |
2012 Bridge Warrant [Member] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | 20,690 |
Initial Measurement | ' |
Increase (Decrease) in Fair Value | -2,988 |
Ending balance | 17,702 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | 1,137,735 |
Additions | ' |
Reductions | ' |
Ending balance | 1,137,735 |
2012 Bridge Warrant Placement Agent [Member] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | 4,138 |
Initial Measurement | ' |
Increase (Decrease) in Fair Value | -598 |
Ending balance | 3,540 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | 227,546 |
Additions | ' |
Reductions | ' |
Ending balance | 227,546 |
2012 Unit Offering [Member] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | 137,178 |
Initial Measurement | ' |
Increase (Decrease) in Fair Value | -45,283 |
Ending balance | 91,895 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | 6,300,213 |
Additions | ' |
Reductions | ' |
Ending balance | 6,300,213 |
2012 Unit Offering Placement Agent [Member] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | 96,481 |
Initial Measurement | ' |
Increase (Decrease) in Fair Value | -34,436 |
Ending balance | 62,045 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | 1,561,544 |
Additions | ' |
Reductions | ' |
Ending balance | 1,561,544 |
2013 Merger related notes converted [Member] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | 11,608 |
Initial Measurement | ' |
Increase (Decrease) in Fair Value | -3,738 |
Ending balance | 7,870 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | 494,328 |
Additions | ' |
Reductions | ' |
Ending balance | 494,328 |
2014 Senior Note Purchase [Member] | ' |
Fair Value Measurements Using Significant Unobservable Inputs (Level 3) | ' |
Beginning balance | ' |
Acquisition Measurement Date | ' |
Initial Measurement | 2,407,930 |
Increase (Decrease) in Fair Value | -602,737 |
Ending balance | $1,805,193 |
Number of Warrants | ' |
Beginning balance | ' |
Acquisition | ' |
Additions | 30,136,713 |
Reductions | ' |
Ending balance | 30,136,713 |
Related_Party_Transactions_Nar
Related Party Transactions (Narrative) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Related Party Transaction [Line Items] | ' | ' |
Outstanding principal balance | $38,804,077 | ' |
Affiliate receivable - related party | 358,954 | ' |
Notes Payable - Related Party [Member] | 6% Senior Secured Debenture - Related Party [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Interest rate | 6.00% | ' |
Outstanding principal balance | 11,211,562 | ' |
Infusion Brands International, Inc. ("IBI") [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Ownership percentage | 85.20% | ' |
Affiliated Entity [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related party debt | 3,000,000 | ' |
Affiliate receivable - related party | $358,954 | ' |
Related_Party_Transactions_Sum
Related Party Transactions (Summary of Assets Contributed and Liabilities Assumed) (Details) (Infusion Brands, Inc. ("Infusion") [Member], USD $) | 1 Months Ended | |
Mar. 31, 2014 | Jun. 30, 2014 | |
Infusion Brands, Inc. ("Infusion") [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Cash | $31,161 | ' |
Note receivable | 711,220 | 711,000 |
Interest receivable | 259,584 | 292,000 |
Property and equipment, net | 6,660 | ' |
Deposits | 5,392 | ' |
Total IBI assets contributed to Infusion | 1,014,017 | ' |
Note payable | -11,000,000 | ' |
Total liabilities assumed | -11,000,000 | ' |
Net liabilities assumed by Infusion | -9,985,983 | ' |
Forgiveness of debt | 20,167,184 | ' |
Contribution to capital | $10,181,201 | ' |
Interest rate on note receivable | 18.00% | ' |
Notes_Payable_Schedule_of_Note
Notes Payable (Schedule of Notes) (Details) (USD $) | 6 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 02, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 03, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 26, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Current Notes Payable [Member] | Current Notes Payable [Member] | Noncurrent Notes Payable [Member] | Noncurrent Notes Payable [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | Notes Payable - Third Party [Member] | |||
Current Notes Payable [Member] | Noncurrent Notes Payable [Member] | Current Notes Payable [Member] | Noncurrent Notes Payable [Member] | Current Notes Payable [Member] | Noncurrent Notes Payable [Member] | 16% Promissory Note - Related Party [Member] | 6% Senior Secured Debenture - Related Party [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Ronco [Member] | Ronco [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | 14% Senior Secured Promissory Note [Member] | 14% Senior Secured Promissory Note [Member] | 1.5% Secured Promissory Note [Member] | 18% Promissory Note [Member] | 18% Promissory Note [Member] | 18% Promissory Note [Member] | 3.68% to 8.39% Premium Financing Agreements [Member] | 0% Promissory Note [Member] | 0% Promissory Note [Member] | 10% Promissory Note [Member] | 0% Promissory Note [Member] | Current Notes Payable [Member] | 0% Contingent Promissory Note [Member] | 0% Promissory Note [Member] | 0% Promissory Note [Member] | Noncurrent Notes Payable [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Assumption Agreement [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | Ronco [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | As Seen On TV, Inc. [Member] | |||||||||||
16% Promissory Note - Related Party [Member] | 6% Senior Secured Debenture - Related Party [Member] | 16% Promissory Note - Related Party [Member] | 6% Senior Secured Debenture - Related Party [Member] | 16% Promissory Note - Related Party [Member] | 6% Senior Secured Debenture - Related Party [Member] | 14% Senior Secured Promissory Note [Member] | 1.5% Secured Promissory Note [Member] | 18% Promissory Note [Member] | 18% Promissory Note [Member] | 3.68% to 8.39% Premium Financing Agreements [Member] | 0% Promissory Note [Member] | 0% Promissory Note [Member] | 10% Promissory Note [Member] | 0% Promissory Note [Member] | Current Notes Payable [Member] | 0% Contingent Promissory Note [Member] | 0% Promissory Note [Member] | 0% Promissory Note [Member] | Noncurrent Notes Payable [Member] | 14% Senior Secured Promissory Note [Member] | 1.5% Secured Promissory Note [Member] | 18% Promissory Note [Member] | 18% Promissory Note [Member] | 3.68% to 8.39% Premium Financing Agreements [Member] | 0% Promissory Note [Member] | 0% Promissory Note [Member] | 10% Promissory Note [Member] | 0% Promissory Note [Member] | Current Notes Payable [Member] | 0% Contingent Promissory Note [Member] | 0% Promissory Note [Member] | 0% Promissory Note [Member] | Noncurrent Notes Payable [Member] | 14% Senior Secured Promissory Note [Member] | 1.5% Secured Promissory Note [Member] | 18% Promissory Note [Member] | 18% Promissory Note [Member] | 3.68% to 8.39% Premium Financing Agreements [Member] | 0% Promissory Note [Member] | 0% Promissory Note [Member] | 10% Promissory Note [Member] | 0% Promissory Note [Member] | Current Notes Payable [Member] | 0% Contingent Promissory Note [Member] | 0% Promissory Note [Member] | 0% Promissory Note [Member] | Noncurrent Notes Payable [Member] | |||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance, net of discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance, gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed | ' | ' | ' | ' | ' | ' | 11,000,000 | ' | 11,000,000 | 15,103,640 | 13,181,268 | 1,922,372 | 265,929 | ' | 230,486 | 35,443 | ' | ' | ' | 11,000,000 | 3,016,228 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,620,000 | 1,100,000 | 445,040 | ' | ' | ' | ' | ' | 10,165,040 | 3,770,000 | ' | ' | 1,922,372 | ' | ' | ' | ' | 18,426 | ' | 102,060 | 100,000 | 10,000 | 230,486 | ' | 25,443 | 10,000 | 35,443 |
Issuances | 6,831,354 | ' | 6,619,792 | ' | 211,562 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 211,562 | ' | ' | ' | ' | ' | ' | 10,180,000 | ' | ' | ' | 250,000 | ' | 138,139 | 102,500 | ' | ' | ' | 6,619,792 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments | -45,321 | ' | -45,321 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -45,321 | ' | ' | ' | ' | -45,321 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance, net of discount | 34,002,860 | ' | 20,715,305 | ' | 13,287,555 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,699,077 | ' | ' | ' | 2,075,993 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance, gross | 38,804,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,016,228 | 11,211,562 | ' | ' | ' | ' | ' | ' | 10,180,000 | ' | 8,620,000 | 1,100,000 | ' | 445,040 | 111,244 | 102,500 | 102,060 | 100,000 | 10,000 | ' | 3,770,000 | 25,443 | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Less: discount: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,847,628 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuances | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -3,800,847 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accretion | 847,259 | ' | 729,080 | ' | 118,178 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 729,080 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 729,080 | 118,178 | ' | ' | 118,178 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($3,071,767) | ($3,800,000) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($1,729,450) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other information: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.00% | ' | ' | 16.00% | 6.00% | ' | ' | ' | ' | ' | ' | 14.00% | 14.00% | 1.50% | 18.00% | ' | 18.00% | ' | 0.00% | 0.00% | 10.00% | 0.00% | ' | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.68% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate, maximum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.39% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_Schedule_of_Futu
Notes Payable (Schedule of Future Payments) (Details) (USD $) | Jun. 30, 2014 |
Notes Payable [Abstract] | ' |
2015 | $23,787,072 |
2016 | 11,247,005 |
2017 | ' |
2018 | 3,770,000 |
Thereafter | ' |
Total | $38,804,077 |
Notes_Payable_16_Promissory_No
Notes Payable (16% Promissory Note - Related Party) (Details) (Notes Payable - Related Party [Member], 16% Promissory Note, Maturing on January 14, 2014 - Related Party [Member], USD $) | 0 Months Ended | 6 Months Ended |
Dec. 31, 2012 | Jun. 30, 2014 | |
Notes Payable - Related Party [Member] | 16% Promissory Note, Maturing on January 14, 2014 - Related Party [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, face amount | ' | $3,000,000 |
Interest rate | ' | 16.00% |
Maturity date | ' | 14-Jan-14 |
Interest accrued in the period | $16,228 | ' |
Notes_Payable_14_Senior_Secure
Notes Payable (14% Senior Secured Promissory Note) (Details) (USD $) | 6 Months Ended | |||
Jun. 30, 2014 | Apr. 03, 2014 | Dec. 31, 2013 | ||
Debt Instrument [Line Items] | ' | ' | ' | |
Prepaid expenses and other current assets | $2,337,033 | ' | $96,826 | |
Warrant [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Number of shares underlying the warrants | 93,458,233 | [1] | ' | ' |
Notes Payable - Third Party [Member] | 14% Senior Secured Promissory Note, Maturing April 3, 2015 [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Debt instrument, face amount | 10,180,000 | 10,180,000 | ' | |
Interest rate | 14.00% | 14.00% | ' | |
Maturity date | 3-Apr-15 | ' | ' | |
Number of shares underlying the warrants | 30,000,000 | 30,136,713 | ' | |
Exercise price | $0.00 | $0.00 | ' | |
Fair value of warrants | 2,408,000 | ' | ' | |
Debt instrument, original issue discount | ' | 1,393,000 | ' | |
Debt instrument, discount | 3,071,767 | 3,800,000 | ' | |
Debt issuance costs | 441,000 | ' | ' | |
Prepaid expenses and other current assets | $339,000 | ' | ' | |
Notes Payable - Third Party [Member] | 14% Senior Secured Promissory Note, Maturing April 3, 2015 [Member] | Warrant [Member] | ' | ' | ' | |
Debt Instrument [Line Items] | ' | ' | ' | |
Percent of outstanding shares equivalent to number of grants | 4.99% | ' | ' | |
[1] | All warrants reflect post anti-dilution and repricing provisions applied. |
Notes_Payable_6_Senior_Secured
Notes Payable (6% Senior Secured Debenture) (Details) (USD $) | 6 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2014 | Jul. 01, 2015 | Jul. 01, 2014 | Jun. 30, 2014 | |
Assumption Agreement [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | Notes Payable - Related Party [Member] | |
6% Senior Secured Debenture, Maturing June 30, 2016 - Related Party [Member] | 6% Senior Secured Debenture, Maturing June 30, 2016 - Related Party [Member] | 6% Senior Secured Debenture, Maturing June 30, 2016 - Related Party [Member] | 6% Senior Secured Debenture, Maturing June 30, 2016 - Related Party [Member] | ||
Scenario, Forecast [Member] | Scenario, Forecast [Member] | Assumption Agreement [Member] | |||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' |
Assumed | $11,000,000 | ' | ' | ' | $11,000,000 |
Interest rate | ' | 6.00% | 12.00% | 9.00% | ' |
Maturity date | ' | 30-Jun-16 | ' | ' | ' |
Interest accrued in the period | ' | $212,000 | ' | ' | ' |
Notes_Payable_15_Secured_Promi
Notes Payable (1.5% Secured Promissory Note) (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ' | ' |
Outstanding principal balance | $38,804,077 | ' |
Notes Payable - Third Party [Member] | 1.5% Secured Promissory Note, Maturing on June 14, 2012 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, face amount | 11,000,000 | ' |
Interest rate | 1.50% | ' |
Effective interest rate | 8.00% | ' |
Maturity date | 14-Jun-12 | ' |
Outstanding principal balance | 8,620,000 | ' |
Notes Payable - Third Party [Member] | 0% Contingent Promissory Note, Maturing on December 5, 2017 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Debt instrument, face amount | 3,770,000 | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 10,000,000 | ' |
Interest rate | 0.00% | ' |
Effective interest rate | 18.00% | ' |
Maturity date | 5-Dec-17 | ' |
Outstanding principal balance | $3,770,000 | ' |
Notes_Payable_Contingent_Promi
Notes Payable (Contingent Promissory Note) (Details) (Notes Payable - Third Party [Member], 0% Contingent Promissory Note, Maturing on December 5, 2017 [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Notes Payable - Third Party [Member] | 0% Contingent Promissory Note, Maturing on December 5, 2017 [Member] | ' |
Debt Instrument [Line Items] | ' |
Debt instrument, face amount | $3,770,000 |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 10,000,000 |
Interest rate | 0.00% |
Effective interest rate | 18.00% |
Maturity date | 5-Dec-17 |
Unamortized discount on debt instrument | $1,925,000 |
Notes_Payable_18_Promissory_No
Notes Payable (18% Promissory Notes) (Details) (USD $) | 0 Months Ended | 6 Months Ended | ||
Sep. 26, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 15, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Proceeds from issuance of debt | ' | $6,831,354 | ' | ' |
Outstanding principal balance | ' | 38,804,077 | ' | ' |
Notes Payable - Third Party [Member] | 18% Promissory Note, Matured on March 14, 2014 [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, face amount | ' | 450,000 | ' | 200,000 |
Interest rate | ' | 18.00% | ' | ' |
Maturity date | ' | 14-Mar-14 | ' | ' |
Proceeds from issuance of debt | 250,000 | ' | ' | ' |
Outstanding principal balance | ' | 445,040 | ' | ' |
Notes Payable - Third Party [Member] | 18% Promissory Note, Matured on June 30, 2014 [Member] | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, face amount | ' | 1,100,000 | ' | ' |
Interest rate | ' | 18.00% | ' | ' |
Maturity date | ' | 30-Jun-14 | ' | ' |
Proceeds from issuance of debt | ' | ' | ' | ' |
Outstanding principal balance | ' | $1,100,000 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Lease Agreements) (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Operating Leased Assets [Line Items] | ' | ' | ' | ' |
Rent expense | $166,000 | $27,000 | $265,000 | $50,000 |
Future minimum gross rental payments relating to lease agreements | ' | ' | ' | ' |
Year 1 | 174,000 | ' | 174,000 | ' |
Year 2 | 140,000 | ' | 140,000 | ' |
Year 3 | 88,000 | ' | 88,000 | ' |
Year 4 | 71,000 | ' | 71,000 | ' |
Year 5 | 6,000 | ' | 6,000 | ' |
Thereafter | ' | ' | ' | ' |
Total | $479,000 | ' | $479,000 | ' |
Commitments_and_Contingencies_2
Commitments and Contingencies (Registration Rights) (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies [Abstract] | ' | ' |
The maximum number of days within the termination date, the company was allowed for registration date to become effective for the 2010 Private Placement | 180 | ' |
Termination date for the 2010 Private Placement | 26-Jul-10 | ' |
The minimum percentage rate owed to investors for failing to file the registration statement within the 180 day window | 1.00% | ' |
The maximum percentage rate owed to investors for failing to file the registration statement within the 180 day window | 6.00% | ' |
The maximum penalty that can be incurred by the company for failing to file the registration statement within the 180 day window | $156,000 | ' |
Accrued registration penalty | $156,000 | ' |
Commitments_and_Contingencies_3
Commitments and Contingencies (Litigation) (Details) (Ronco [Member], USD $) | 0 Months Ended | 6 Months Ended |
Jul. 17, 2014 | Jun. 30, 2014 | |
Ronco [Member] | ' | ' |
Loss Contingencies [Line Items] | ' | ' |
Damages sought in lawsuit | ' | $258,000 |
Amount settled in lawsuit | $70,000 | ' |
Commitments_and_Contingencies_4
Commitments and Contingencies (Sales Tax) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Other Commitments [Line Items] | ' | ' |
Accrued sales taxes | $516,426 | $1,417 |
Ronco [Member] | ' | ' |
Other Commitments [Line Items] | ' | ' |
Accrued sales taxes | $383,000 | $383,000 |
Redeemable_Preferred_Stock_Det
Redeemable Preferred Stock (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 |
Ronco [Member] | Series A Preferred Stock [Member] | |||
Ronco [Member] | ||||
Class of Stock [Line Items] | ' | ' | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 200 | 100 |
Preferred stock, par value per share | $0.00 | $0.00 | $0.00 | $27,000 |
Shares issued for purchase of assets | ' | ' | ' | 100 |
Amount per share of cash payment or promissory note issued to redeem stock | ' | ' | ' | $13,500 |
Amount per share of promissory note issued to redeem stock, holders right to cause redemption | ' | ' | ' | $27,000 |
Percentage of dividends paid to holders of stock upon payment of dividends | ' | ' | ' | 10.00% |
Stockholders_Equity_Preferred_
Stockholders' Equity (Preferred Stock) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Stockholders' Equity [Abstract] | ' | ' |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, par value per share | $0.00 | $0.00 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Stockholders_Equity_Common_Sto
Stockholders' Equity (Common Stock) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Stockholders' Equity [Abstract] | ' | ' |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, par value per share | $0.00 | $0.00 |
Common stock, shares issued | 531,815,115 | 71,741,250 |
Common stock, shares outstanding | 531,815,115 | 71,741,250 |
Stockholders_Equity_Share_Issu
Stockholders' Equity (Share Issuances) (Details) (Common Stock [Member]) | 1 Months Ended |
Apr. 30, 2014 | |
Common Stock [Member] | ' |
Class of Stock [Line Items] | ' |
Shares issued under repricing agreement, shares | 7,113,375 |
Stockholders_Equity_Schedule_o
Stockholders' Equity (Schedule of Warrants Outstanding) (Details) (Warrant [Member], USD $) | 6 Months Ended | |
Jun. 30, 2014 | ||
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 93,458,233 | [1] |
2011 Bridge Warrant [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 8,789,064 | [1] |
Exercise price | $0.64 | |
Expiration Dates | 29-Aug-14 | |
2011 Bridge Warrant Placement Agent [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 1,165,875 | [1] |
Exercise price | $0.64 | |
Expiration Dates | 29-Aug-14 | |
2011 Unit Offering [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 33,277,837 | [1],[2] |
Exercise price | $0.59 | |
Expiration Dates | 28-Oct-16 | |
2011 Unit Offering Placement Agent [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 4,726,891 | [1],[2] |
Exercise price | $0.59 | |
Expiration Dates | 28-Oct-16 | |
2010 Other Placements [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 337,500 | [1] |
2010 Other Placements [Member] | Minimum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Exercise price | $0.64 | |
Expiration Dates | 26-Jul-14 | |
2010 Other Placements [Member] | Maximum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Exercise price | $1.80 | |
Expiration Dates | 22-Jun-15 | |
2012 Bridge Warrant [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 1,137,735 | [1],[2] |
Exercise price | $0.77 | |
2012 Bridge Warrant [Member] | Minimum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Expiration Dates | 7-Sep-15 | |
2012 Bridge Warrant [Member] | Maximum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Expiration Dates | 20-Sep-15 | |
2012 Bridge Warrant Placement Agent [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 227,546 | [1],[2] |
Exercise price | $0.77 | |
Expiration Dates | 7-Sep-15 | |
2012 Unit Offering [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 6,300,213 | [1],[2] |
Exercise price | $0.80 | |
Expiration Dates | 14-Nov-15 | |
2012 Unit Offering Placement Agent [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 1,561,544 | [1],[2] |
Expiration Dates | 14-Nov-17 | |
2012 Unit Offering Placement Agent [Member] | Minimum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Exercise price | $0.70 | |
2012 Unit Offering Placement Agent [Member] | Maximum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Exercise price | $0.80 | |
2012 Talent Compensation [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 4,875,000 | [1] |
Expiration Dates | 19-Nov-15 | |
2012 Talent Compensation [Member] | Minimum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Exercise price | $0.01 | |
2012 Talent Compensation [Member] | Maximum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Exercise price | $2 | |
2013 Merger related notes converted [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 494,328 | [1],[2] |
Exercise price | $0.80 | |
Expiration Dates | 14-Nov-15 | |
2013 eDiets Warrants [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 427,987 | [1] |
2013 eDiets Warrants [Member] | Minimum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Exercise price | $1.40 | |
Expiration Dates | 15-Jul-19 | |
2013 eDiets Warrants [Member] | Maximum [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Exercise price | $4.74 | |
Expiration Dates | 11-Sep-19 | |
2014 MIG7 Offering [Member] | ' | |
Class of Warrant or Right [Line Items] | ' | |
Number of warrants outstanding | 30,136,713 | [1],[3] |
Exercise price | $0.00 | |
Expiration Dates | 3-Apr-15 | [3] |
[1] | All warrants reflect post anti-dilution and repricing provisions applied. | |
[2] | Subject to potential further ant-dilution and repricing adjustment (See Note 10). | |
[3] | Subject to variable share settlement and potential extension in connection with Secured Promissory Note (See Note 12) |
Stockholders_Equity_Equity_Com
Stockholders' Equity (Equity Compensation Plans) (Details) (USD $) | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | 31-May-14 | Jul. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | 6-May-13 | Mar. 31, 2013 | Sep. 24, 2012 | Jun. 30, 2014 | |
Ronald C. Pruett Jr., former CEO [Member] | Ronald C. Pruett Jr., former CEO [Member] | Henrik Sandell, former COO [Member] | Stock Options [Member] | IBI stock based awards [Member] | IBI stock based awards [Member] | IBI stock based awards [Member] | IBI stock based awards [Member] | 2013 Equity Compensation Plan [Member] | 2013 Equity Compensation Plan [Member] | 2013 Equity Compensation Plan [Member] | 2010 Executive Equity Incentive Plan, 2010 Non Executive Equity Incentive Plan, and 2013 Equity Compensation Plan [Member] | |||||
Henrik Sandell, former COO [Member] | Infusion Brands, Inc. ("Infusion") [Member] | Infusion Brands, Inc. ("Infusion") [Member] | Infusion Brands, Inc. ("Infusion") [Member] | Infusion Brands, Inc. ("Infusion") [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | ||||||||
Stockholders Equity Note [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,000,000 | 6,000,000 | 3,000,000 | ' |
Options available for grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,442,500 |
Stock based compensation | $71,000 | $234,000 | $253,792 | $468,830 | ' | ' | ' | ' | ' | $234,000 | $182,000 | $469,000 | ' | ' | ' | ' |
Payments of additional salary | ' | ' | ' | ' | ' | $72,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited | ' | ' | 3,050,000 | ' | 3,050,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of options vested | ' | ' | ' | ' | ' | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise period | ' | ' | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders_Equity_Options_De
Stockholders' Equity (Options) (Details) (Stock Options [Member], USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Stockholders Equity Note [Line Items] | ' |
Unamortized grant date fair value of unvested options | $440,000 |
Options expiration period | '1 year 9 months 18 days |
The Plans [Member] | ' |
Stockholders Equity Note [Line Items] | ' |
Minimum percentage of fair market price for an exercise price | 100.00% |
Percentage of ownership of common stock, benchmark | 10.00% |
Minimum percentage of fair market price for an exercise price, exceeding benchmark ownership percentage | 110.00% |
Aggregate fair market value of underlying shares can not exceed | $100,000 |
Maximum exercise period for ownership exceeding benchmark | '5 years |
The Plans [Member] | Maximum [Member] | ' |
Stockholders Equity Note [Line Items] | ' |
Exercise period | '10 years |
Stockholders_Equity_Schedule_o1
Stockholders' Equity (Schedule of Stock Options Activity) (Details) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | ||
Shares | ' | |
Outstanding | ' | |
April 2, 2014 Acquisition | 7,148,836 | [1] |
Granted | ' | |
Exercised | ' | |
Forfeited | -3,050,000 | |
Expired | ' | |
Outstanding | 4,098,836 | |
Exercisable | 3,288,836 | |
Weighted Average Exercise Price | ' | |
Outstanding | ' | |
April 2, 2014 Acquisition | $1.06 | [1] |
Granted | ' | |
Exercised | ' | |
Forfeited | $0.65 | |
Expired | ' | |
Outstanding | $1.36 | |
Exercisable | $1.66 | |
Weighted Average Remaining Contractual Life | ' | |
April 2, 2014 Acquisition | '7 years 5 months 16 days | [1] |
Outstanding | '4 years 10 months 21 days | |
Exercisable | '4 years 7 months 10 days | |
Aggregate Intrinsic Value | ' | |
Outstanding | ' | |
Granted | ' | |
Outstanding | ' | |
Exercisable | ' | |
[1] | Options acquired in connection with reverse merger. |
Segment_Reporting_Narrative_De
Segment Reporting (Narrative) (Details) (Operating Segments [Member], USD $) | 6 Months Ended | 1 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2014 | 31-May-14 | Apr. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Power Tools & Cleaning [Member] | Housewares [Member] | Housewares [Member] | Housewares [Member] | eCommerce [Member] | ||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' |
Number of segments | 4 | ' | ' | ' | ' | ' |
Intersegment transactions, funding provided by Corporate segment | ' | $7,410,176 | ' | ' | $522,100 | $25,000 |
Intersegment transactions, borrowing under Corporate segment, maximum borrowing capacity | ' | ' | ' | 3,000,000 | ' | ' |
Intersegment transactions, borrowing under Corporate segment, interest rate | ' | ' | ' | 4.00% | ' | ' |
Intersegment transactions, borrowing under Corporate segment, maturity date | ' | ' | ' | 11-Apr-15 | ' | ' |
Intersegment transactions, borrowing under Corporate segment, outstanding amount | ' | ' | ' | ' | 651,237 | ' |
Intersegment transactions, promissory note issued to Corporate segment, face amount | ' | ' | $200,000 | ' | ' | ' |
Intersegment transactions, promissory note issued to Corporate segment, interest rate | ' | ' | 14.00% | ' | ' | ' |
Intersegment transactions, promissory note issued to Corporate segment, maturity date | ' | ' | 31-Dec-14 | ' | ' | ' |
Segment_Reporting_Schedule_of_
Segment Reporting (Schedule of Results of Operations) (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total revenue | $3,385,371 | $3,813,904 | $6,580,947 | $9,190,171 | ' |
Net (loss) gain | -3,195,916 | -652,785 | -4,430,629 | -1,231,791 | ' |
Depreciation and amortization | ' | ' | 285,456 | 19,940 | ' |
Interest expense | 1,375,108 | 73,242 | 1,617,834 | 169,269 | ' |
Total assets held | 39,834,263 | 2,295,191 | 39,834,263 | 2,295,191 | 2,295,191 |
Operating Segments [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total revenue | 3,385,371 | 3,813,904 | 6,580,947 | 9,190,171 | ' |
Net (loss) gain | -3,150,916 | -652,785 | -4,430,629 | -1,231,791 | ' |
Depreciation and amortization | 249,160 | 8,689 | 285,456 | 19,940 | ' |
Interest expense | 1,375,108 | 73,242 | 1,617,834 | 169,269 | ' |
Total assets held | 48,716,300 | 2,295,191 | 48,716,300 | 2,295,191 | ' |
Power Tools & Cleaning [Member] | Operating Segments [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total revenue | 1,525,104 | 3,813,904 | 4,106,533 | 9,190,171 | ' |
Net (loss) gain | -2,178,871 | -581,574 | -3,153,258 | -1,061,093 | ' |
Depreciation and amortization | 16,208 | 8,689 | 28,995 | 19,940 | ' |
Interest expense | ' | ' | ' | ' | ' |
Total assets held | 5,650,111 | 2,295,191 | 5,650,111 | 2,295,191 | ' |
Housewares [Member] | Operating Segments [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total revenue | 1,671,145 | ' | 2,285,290 | ' | ' |
Net (loss) gain | -1,016,403 | ' | -1,141,668 | ' | ' |
Depreciation and amortization | 70,529 | ' | 94,038 | ' | ' |
Interest expense | 345,445 | ' | 457,956 | ' | ' |
Total assets held | 23,245,131 | ' | 23,245,131 | ' | ' |
eCommerce [Member] | Operating Segments [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total revenue | 189,122 | ' | 189,124 | ' | ' |
Net (loss) gain | -734,121 | ' | -734,121 | ' | ' |
Depreciation and amortization | 162,423 | ' | 162,423 | ' | ' |
Interest expense | ' | ' | ' | ' | ' |
Total assets held | 9,606,683 | ' | 9,606,683 | ' | ' |
Corporate [Member] | Operating Segments [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Total revenue | ' | ' | ' | ' | ' |
Net (loss) gain | 733,749 | -71,211 | 598,416 | -170,698 | ' |
Depreciation and amortization | ' | ' | ' | ' | ' |
Interest expense | 1,029,663 | 73,242 | 1,159,878 | 169,269 | ' |
Total assets held | $10,214,375 | ' | $10,214,375 | ' | ' |
Segment_Reporting_Reconciliati
Segment Reporting (Reconciliation of Assets to Consolidated Assets) (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2013 |
Segment Reporting Information [Line Items] | ' | ' | ' |
Total assets held | $39,834,263 | $2,295,191 | $2,295,191 |
Operating Segments [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Total assets held | 48,716,300 | ' | 2,295,191 |
Intersegment Eliminations [Member] | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Funding receivables | -7,957,276 | ' | ' |
Notes receivable | -851,237 | ' | ' |
Interest receivable | -4,373 | ' | ' |
Deferred financing fee | -23,750 | ' | ' |
Accrued fees | ($45,401) | ' | ' |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Minimum [Member] | ' |
Income Tax Contingency [Line Items] | ' |
Open tax years | '2011 |
Maximum [Member] | ' |
Income Tax Contingency [Line Items] | ' |
Open tax years | '2013 |
Variable Interest Entity ("VIE") [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forward | 10,476,000 |
As Seen On TV, Inc. [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forward | 31,222,000 |
Infusion Brands International, Inc. ("IBI") [Member] | ' |
Operating Loss Carryforwards [Line Items] | ' |
Net operating loss carry forward | 25,217,000 |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 28, 2014 | Jul. 01, 2014 | Oct. 31, 2014 | Jul. 01, 2014 | Jul. 01, 2014 | Jul. 01, 2014 | Jul. 01, 2014 | Aug. 08, 2015 | |
Warrants [Member] | Warrants [Member] | Notes Payable - Third Party [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||
The Warrants [Member] | 18% Promissory Note, Matured on June 30, 2014 [Member] | Warrants [Member] | Mark Ethier, COO and President [Member] | Mark Ethier, COO and President [Member] | Mark Ethier, COO and President [Member] | Mark Ethier, COO and President [Member] | Mark Ethier, COO and President [Member] | Mark Ethier, COO and President [Member] | Dennis W. Healey, CFO and Director [Member] | |||
The Warrants [Member] | Vesting Period One [Member] | Vesting Period Two [Member] | Vesting Period Three [Member] | Restricted Common Stock [Member] | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Debt instrument, face amount | ' | ' | $1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | |
Maturity date | ' | ' | 30-Jun-14 | ' | ' | ' | ' | ' | ' | ' | ' | |
Employment agreement term | ' | ' | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | |
Annual base salary | ' | ' | ' | ' | 180,000 | ' | ' | ' | ' | ' | ' | |
Reduced rate | ' | ' | ' | ' | ' | 72,000 | ' | ' | ' | ' | ' | |
Percent of outstanding shares equivalent to number of grants | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.00% | ' | |
Number of shares granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,174,888 | ' | |
Percent of grant | ' | ' | ' | ' | ' | ' | 25.00% | 25.00% | 50.00% | ' | ' | |
Vesting date | ' | ' | ' | ' | ' | ' | 1-Jul-15 | 1-Jul-16 | 1-Jul-17 | ' | ' | |
Severance pay | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $160,000 | |
Extention period | ' | ' | ' | '1 month | ' | ' | ' | ' | ' | ' | ' | |
Number of shares underlying the warrants | 93,458,233 | [1] | ' | ' | 9,954,939 | ' | ' | ' | ' | ' | ' | ' |
Exercise price | ' | ' | ' | $0.64 | ' | ' | ' | ' | ' | ' | ' | |
Expiration date | ' | 29-Aug-14 | ' | 30-Sep-14 | ' | ' | ' | ' | ' | ' | ' | |
[1] | All warrants reflect post anti-dilution and repricing provisions applied. |