Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Dec. 31, 2014 | |
Document And Entity Information [Abstract] | |
Document Type | S-1 |
Amendment Flag | FALSE |
Document Period End Date | 31-Dec-14 |
Trading Symbol | FRPT |
Entity Registrant Name | FRESHPET, INC. |
Entity Central Index Key | 1611647 |
Entity Filer Category | Non-accelerated Filer |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
CURRENT ASSETS: | ||
Cash and equivalents | $36,259,252 | $2,444,754 |
Accounts receivable, less allowance for doubtful accounts of $359,425 on December 31, 2014 and $243,777 on December 31, 2013 | 5,360,400 | 3,497,596 |
Inventories, net | 7,314,151 | 5,512,225 |
Prepaid expenses and other current assets | 1,291,379 | 173,786 |
Total Current Assets | 50,225,182 | 11,628,361 |
Property, plant and equipment, net | 57,825,961 | 48,764,032 |
Deposits on equipment | 2,883,234 | 1,183,209 |
Other assets | 1,527,483 | 1,041,622 |
Total Assets | 112,461,860 | 62,617,224 |
CURRENT LIABILITIES: | ||
Accounts payable | 5,423,905 | 6,286,720 |
Accrued expenses | 2,938,316 | 1,907,481 |
Total Current Liabilities | 8,362,221 | 8,194,201 |
OTHER LIABILITIES: | ||
Long-term debt | 1,112,312 | |
Notes payable | 75,000,000 | |
Accrued fees on debt guarantee | 7,140,136 | |
Accrued interest on long term debt | 667,110 | |
Accrued warrants | 706,940 | 369,564 |
Total Liabilities | 9,069,161 | 92,483,323 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS’ EQUITY (DEFICIT): | ||
Common stock—voting, $0.001 par value, 200,000,000 and 54,000,000 shares authorized, 33,468,342 and 10,421,419 issued and outstanding on December 31, 2014 and 2013, respectively | 33,468 | 10,421 |
Additional paid-in capital | 288,216,882 | 16,450,175 |
Accumulated deficit | -184,857,651 | -147,518,634 |
Total Stockholders’ Equity (Deficit) | 103,392,699 | -131,058,038 |
Total Liabilities and Stockholders’ Equity (Deficit) | 112,461,860 | 62,617,224 |
Redeemable Preferred Stock Series B | ||
REDEEMABLE PREFERRED STOCK | ||
Preferred stock | 30,728,450 | |
Redeemable Preferred Stock Series C | ||
REDEEMABLE PREFERRED STOCK | ||
Preferred stock | $70,463,489 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Allowance for doubtful accounts | $359,425 | $243,777 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 54,000,000 |
Common stock, shares issued | 33,468,342 | 10,421,419 |
Common stock, shares outstanding | 33,468,342 | 10,421,419 |
Redeemable Preferred Stock Series B | ||
Redeemable preferred stock, par value | $0.00 | $0.00 |
Redeemable preferred stock, shares authorized | 250,000 | 250,000 |
Redeemable preferred stock, shares issued | 0 | 112,160 |
Redeemable preferred stock, shares outstanding | 0 | 112,160 |
Redeemable Preferred Stock Series C | ||
Redeemable preferred stock, par value | $0.00 | $0.00 |
Redeemable preferred stock, shares authorized | 20,000,000 | 15,000,000 |
Redeemable preferred stock, shares issued | 0 | 11,238,098 |
Redeemable preferred stock, shares outstanding | 0 | 11,238,098 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Statement [Abstract] | |||
NET SALES | $86,764,112 | $63,150,776 | $43,519,461 |
COST OF GOODS SOLD | 44,545,637 | 35,957,835 | 22,881,333 |
GROSS PROFIT | 42,218,475 | 27,192,941 | 20,638,128 |
SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES | 48,636,167 | 39,573,617 | 35,385,319 |
LOSS FROM OPERATIONS | -6,417,692 | -12,380,676 | -14,747,191 |
OTHER EXPENSES: | |||
Other Expenses | -328,793 | -537,812 | -343,212 |
Fees on Debt Guarantee | -25,937,048 | -5,244,700 | -1,895,436 |
Interest Expense | -4,613,731 | -3,492,442 | -1,637,883 |
Other Expenses, Total | -30,879,572 | -9,274,954 | -3,876,531 |
LOSS BEFORE INCOME TAXES | -37,297,264 | -21,655,630 | -18,623,722 |
INCOME TAX EXPENSE | 41,753 | 31,525 | 32,776 |
NET LOSS | -37,339,017 | -21,687,155 | -18,656,498 |
OTHER COMPREHENSIVE INCOME | |||
Foreign Currency Translation Adjustment | 23,829 | ||
TOTAL COMPREHENSIVE LOSS | -37,339,017 | -21,687,155 | -18,632,669 |
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | ($131,279,893) | ($30,282,659) | ($26,609,946) |
NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |||
BASIC | ($9.63) | ($2.91) | ($2.56) |
DILUTED | ($9.63) | ($2.91) | ($2.56) |
WEIGHTED AVERAGE SHARES OF COMMON STOCK OUTSTANDING USED IN COMPUTING NET LOSS PER SHARE ATTRIBUTABLE TO COMMON STOCKHOLDERS | |||
BASIC | 13,632,042 | 10,415,014 | 10,413,467 |
DILUTED | 13,632,042 | 10,415,014 | 10,413,467 |
CONSOLIDATED_STATEMENTS_OF_CHA
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (USD $) | Total | Series B Preferred Stock | Series C Preferred Stock | Common Stock—Voting | Common Stock—Voting | Additional Paid-in Capital | Additional Paid-in Capital | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Series C Preferred Stock | Series B Preferred Stock | Series C Preferred Stock | ||||||||
BALANCES at Dec. 31, 2011 | ($76,369,731) | $10,413 | $30,818,666 | ($107,174,981) | ($23,829) | |||||
Shares, Outstanding at Dec. 31, 2011 | 10,413,467 | |||||||||
Shares issued to consultant for services | 27,365 | 27,365 | ||||||||
Issuance of 4,438 common stock options employees to as compensation for service | 6,156 | 6,156 | ||||||||
Share-based compensation expense | 1,118,705 | 1,118,705 | ||||||||
Preferred Stock dividend accretion | -3,638,052 | -4,315,396 | -3,638,052 | -4,315,396 | ||||||
Foreign Currency Translation Adjustment | 23,829 | 23,829 | ||||||||
Net loss | -18,656,498 | -18,656,498 | ||||||||
Shares issued to consultant for services, shares | 4,932 | |||||||||
BALANCES at Dec. 31, 2012 | -101,803,622 | 10,413 | 24,017,444 | -125,831,479 | ||||||
Shares, Outstanding at Dec. 31, 2012 | 10,413,467 | |||||||||
Share-based compensation expense | 978,352 | 978,352 | ||||||||
Preferred Stock dividend accretion | -4,215,230 | -4,380,274 | -4,215,230 | -4,380,274 | ||||||
Net loss | -21,687,155 | -21,687,155 | ||||||||
Issuance of 7,952 shares of common stock for cash | 49,891 | 8 | 49,883 | |||||||
Issuance of 7,952 shares of common stock for cash, shares | 7,952 | |||||||||
BALANCES at Dec. 31, 2013 | -131,058,038 | 10,421 | 16,450,175 | -147,518,634 | ||||||
Shares, Outstanding at Dec. 31, 2013 | 10,421,419 | |||||||||
Shares issued to consultant for services | 9,991 | 1 | 9,990 | |||||||
Share-based compensation expense | 1,553,985 | 1,553,985 | ||||||||
Preferred Stock dividend accretion | -4,271,550 | -7,014,643 | -4,271,550 | -7,014,643 | ||||||
Shares issued upon consummation of IPO | 164,405,679 | 11,979 | 164,393,700 | |||||||
Shares issued upon consummation of IPO, shares | 11,979,167 | |||||||||
Net loss | -37,339,017 | -37,339,017 | ||||||||
Shares issued to consultant for services, shares | 666 | |||||||||
Loss On Conversion Of Preferred Stock | -82,654,683 | -82,654,683 | ||||||||
Conversion of Series C Preferred Stock into common stock upon consummation of IPO | 199,760,975 | 11,067 | 199,749,908 | |||||||
Conversion of Preferred Series C into common stock upon consummation of IPO, shares | 11,067,090 | |||||||||
BALANCES at Dec. 31, 2014 | $103,392,699 | $33,468 | $288,216,882 | ($184,857,651) | ||||||
Shares, Outstanding at Dec. 31, 2014 | 33,468,342 |
CONSOLIDATED_STATEMENTS_OF_CHA1
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY (DEFICIT) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Statement Of Stockholders Equity [Abstract] | ||
Issuance of common stock options to consultants for services | 4,932 | |
Issuance of common stock options to employees as compensation for service | 4,438 | |
Issuance of Common stock for cash | 7,952 |
CONSOLIDATED_STATEMENT_OF_CASH
CONSOLIDATED STATEMENT OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | ($37,339,017) | ($21,687,155) | ($18,656,498) |
Adjustments to reconcile net loss to net cash flows from operating activities: | |||
Provision for losses on accounts receivable | 8,092 | 202,653 | 157,306 |
Loss on disposal of equipment and deposits on equipment | 308,707 | 503,436 | 332,877 |
Fees on debt guarantee | 25,937,048 | 5,244,700 | 1,895,436 |
Share-based compensation | 1,563,976 | 978,352 | 1,118,705 |
Revaluation of outstanding warrants | 337,376 | ||
Issuance of common stock options for services | 33,521 | ||
Change in reserve for inventory obsolescence | -112,835 | 150,540 | -188,007 |
Depreciation and amortization | 6,424,813 | 5,945,077 | 4,728,005 |
Amortization of deferred financing costs and loan discount | 916,322 | 238,925 | 105,028 |
Changes in operating assets and liabilities: | |||
Accounts receivable | -1,870,896 | -921,772 | -1,599,443 |
Inventories | -1,689,091 | -1,838,836 | -758,428 |
Prepaid expenses and other current assets | -1,101,899 | -29,530 | -33,221 |
Other assets | -72,660 | -139,094 | -63,891 |
Accounts payable | -1,608,213 | 290,770 | 2,747,074 |
Accrued expenses and accrued interest on long-term debt | 271,975 | -179,268 | 1,465,611 |
Net cash flows used in operating activities | -8,026,302 | -11,241,202 | -8,715,925 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisitions of property, plant and equipment, software and deposits on equipment | -17,130,947 | -24,643,016 | -26,395,114 |
Proceeds from sale of equipment | 253,510 | 89,428 | |
Net cash flows used in investing activities | -16,877,437 | -24,643,016 | -26,305,686 |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on long-term debt | 11,500,000 | 32,000,000 | 33,000,000 |
Repayment of long-term debt | -88,000,000 | ||
Redemption of Series B preferred stock | -34,998,957 | ||
Financing fees paid in connection with borrowings | -739,469 | -334,818 | -340,418 |
Proceeds from shares of common stock issued in initial public offering, net of issuance costs | 164,405,679 | ||
Proceeds from the issuance of shares of common stock in private placement | 49,889 | ||
Proceeds from issuance of Series C preferred stock | 6,550,984 | 4,980,652 | 1,103,218 |
Net cash flows from financing activities | 58,718,237 | 36,695,723 | 33,762,800 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH | 23,829 | ||
NET CHANGE IN CASH AND EQUIVALENTS | 33,814,498 | 811,505 | -1,234,982 |
CASH AND EQUIVALENTS, BEGINNING OF YEAR | 2,444,754 | 1,633,249 | 2,868,231 |
CASH AND EQUIVALENTS, END OF PERIOD | 36,259,252 | 2,444,754 | 1,633,249 |
SUPPLEMENTAL CASH FLOW INFORMATION: | |||
Interest paid | 4,702,333 | 2,926,355 | 1,466,346 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Preferred stock dividend accretion of Series C and Series B Preferred Stock and additional loss upon conversion of Series C Preferred Stock into common stock upon consummation of IPO | 93,940,876 | 8,595,504 | 7,953,448 |
Property, plant and equipment purchases in accounts payable | $983,959 | $249,356 | $3,459,680 |
Nature_of_the_Business_and_Sum
Nature of the Business and Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Nature of the Business and Summary of Significant Accounting Policies | Note 1 – Nature of the Business and Summary of Significant Accounting Policies: | |
Nature of the Business – Freshpet, Inc. (hereafter referred to as “Freshpet” or the “Company”), a Delaware corporation, manufactures and markets natural fresh, refrigerated meals and treats for dogs and cats. The Company’s products are distributed throughout the United States and Canada into major retail classes including Grocery and Mass (which includes club) as well as Pet specialty and Natural retail. | ||
Principles of Consolidation – The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. | ||
Segments – The Company operates as a single operating segment reporting to its chief operating decision maker. | ||
Estimates and Uncertainties – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined at a later date, could differ from those estimates. | ||
Cash and Cash Equivalents – The Company considers money market funds and all other highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. | ||
Accounts Receivable – The Company records trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on its history of write-offs and collections and current credit conditions. Accounts receivable are written off when management deems them to be uncollectible. | ||
Inventories – Inventories are stated at the lower of cost or market, using the first-in, first-out method. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value, including any costs to sell or dispose and consideration for obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value. | ||
Deferred Offering Cost - Deferred offering costs, which primarily consist of direct incremental legal and accounting fees relating to the initial public offering (“IPO”) of the Company’s common stock are capitalized. The deferred offering costs were offset against IPO proceeds upon the consummation of the offering. We closed our IPO on November 13, 2014. | ||
Property, Plant and Equipment – Property, plant and equipment are recorded at cost. The Company provides for depreciation on the straight-line method by charges to income at rates based upon estimated recovery periods of 7 years for furniture and office equipment, 5 years for automotive equipment, 6 – 9 years for refrigeration equipment, 5 – 10 years for machinery and equipment, and 15 – 39 years for building and improvements. Capitalized cost includes the costs incurred to bring the property, plant and equipment to the condition and location necessary for its intended use, which includes any necessary delivery, electrical and installation cost for equipment. Maintenance and repairs that do not extend the useful life of the assets over two years are charged to expense as incurred. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful lives on the straight-line method. | ||
Long-Lived Assets – The Company evaluates all long-lived assets for impairment. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Recoverability of assets held for sale is measured by a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to sell. Estimating future cash flows and calculating fair value of assets requires significant estimates and assumptions by management. If the carrying amount is not fully recoverable, an impairment loss is recognized to reduce the carry amount to fair value, and is charged to expense in the period of impairment. | ||
Income Taxes – The Company provides for deferred income taxes for temporary differences between financial and income tax reporting, principally net operating loss carryforwards, depreciation, and share-based compensation. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which those temporary differences are expected to be recovered or settled. | ||
A valuation allowance is appropriate when management believes it is more likely than not, the deferred tax asset will not be realized. At December 31, 2014 and 2013, the Company determined that a valuation allowance of approximately 100% is appropriate. | ||
Revenue Recognition and Incentives – Revenue from product sales is recognized upon shipment to the customers as terms are free on board (FOB) shipping point, at which point title and risk of loss is transferred and the selling price is fixed or determinable. This completes the revenue-earning process specifically that an arrangement exists, delivery has occurred, ownership has transferred, the price is fixed and collectability is reasonably assured. A provision for payment discounts and product return allowances, which is estimated based upon the Company’s historical performance, management’s experience and current economic trends, is recorded as a reduction of sales in the same period that the revenue is recognized. | ||
Trade incentives, consisting primarily of customer pricing allowances and merchandising funds, and consumer coupons are offered through various programs to customers and consumers. Sales are recorded net of estimated trade incentive spending, which is recognized as incurred at the time of sale. Accruals for expected payouts under these programs are included as accrued expense in the consolidated balance sheet. Coupon redemption costs are also recognized as reductions of net sales when the coupons are issued. Estimates of trade promotion expense and coupon redemption costs are based upon programs offered, timing of those offers, estimated redemption/usage rates from historical performance, management’s experience and current economic trends. | ||
Advertising – Advertising costs, consisting primarily of media ads, are expensed as incurred. Advertising costs in 2014, 2013, and 2012 were $14,231,930, $12,037,402, and $10,666,163 respectively. | ||
Shipping and Handling Costs/Freight Out – Costs incurred for shipping and handling are included in selling, general, and administrative expenses within the statement of operations and comprehensive loss. Shipping and handling costs primarily consist of costs associated with moving finished products to customers, including costs associated with distribution center and the cost of shipping products to customers through third-party carriers. Shipping and handling cost totaled $9,447,406, $6,872,953, and $5,170,367 for the years ended 2014, 2013, and 2012, respectively. | ||
Share Based Compensation – The Company recognizes share based compensation based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Share-based compensation expense recognized in the statement of operations included compensation expense for share based payment awards granted subsequent to December 31, 2006, based on the grant date fair value estimated. Share awards are amortized under the straight-line method over the requisite service period of the entire award. The Company uses historical data to estimate pre-vesting option forfeitures and record stock based compensation expense only for those awards that are expected to vest. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period that the estimates are revised. | ||
The Company determines the fair value of the stock options granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. | ||
Fair Value of Financial Instruments – Financial Accounting Standards Board (FASB) guidance 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 – Unadjusted 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 (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. | |
· | 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 balance sheets for cash and cash equivalents, other receivables, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The warrant liability is recorded at fair value with changes in fair value reflected in the statement of operations and comprehensive loss. | ||
As of December 31, 2014, the Company only maintained Level 1 assets and liabilities. |
Recently_Issued_Accounting_Sta
Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Recently Issued Accounting Standards | Note 2 – Recently Issued Accounting Standards: |
In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” (“ASU 2014-08”). Under ASU 2014-08, only disposals representing a strategic shift in operations that have a major effect on the Company’s operations and financial results should be presented as discontinued operations. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. However, ASU 2014-08 should not be applied to a component that is classified as held for sale before the effective date even if the component is disposed of after the effective date. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The effects of ASU 2014-08 will depend on any future disposals by the Company. | |
On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Inventories
Inventories | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Inventories | Note 3 – Inventories: | ||||||||
Inventories are summarized as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 2,321,458 | $ | 1,431,422 | |||||
Packaging components material | 1,158,967 | 805,424 | |||||||
Finished goods | 3,905,219 | 3,459,707 | |||||||
7,385,644 | 5,696,553 | ||||||||
Reserve for obsolescence | (71,493 | ) | (184,328 | ) | |||||
$ | 7,314,151 | $ | 5,512,225 | ||||||
Property_Plant_and_Equipment
Property, Plant and Equipment | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Property, Plant and Equipment | Note 4 – Property, Plant and Equipment: | ||||||||
Property, plant and equipment, net are summarized as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Refrigeration equipment | $ | 47,789,991 | $ | 35,649,423 | |||||
Machinery and equipment | 19,677,778 | 20,767,207 | |||||||
Building and improvements | 9,985,917 | 9,892,291 | |||||||
Furniture and office equipment | 1,826,249 | 1,727,248 | |||||||
Leasehold improvements | 627,962 | 1,474,741 | |||||||
Construction in progress | 1,941,754 | 143,274 | |||||||
Automotive equipment | 314,885 | 313,930 | |||||||
82,164,536 | 69,968,114 | ||||||||
Less: Accumulated depreciation and amortization | (24,338,575 | ) | (21,204,082 | ) | |||||
$ | 57,825,961 | $ | 48,764,032 | ||||||
Depreciation and amortization expense related to property, plant and equipment totaled approximately $6,356,736, $5,945,077 and $4,593,668 for the years ended December 31, 2014, 2013 and 2012, respectively; of which $2,453,883, $2,204,282 and $803,654 was recorded in cost of goods sold for 2014, 2013 and 2012, respectively; with the remainder of depreciation and amortization expense being recorded to selling, general and administrative expense. | |||||||||
During June 2013, the Company made a decision to exit its leased manufacturing facility in Quakertown, Pennsylvania. The Company recognized accelerated depreciation of approximately $827,370 during 2013 related to the facility assets that were not going to be redeployed at the Company’s manufacturing facility. These assets were written down to their net realizable value and sold during 2014. The proceeds received from the sale of assets were less than the book value of the assets. | |||||||||
During 2013, the Company completed the construction of a manufacturing facility in Bethlehem, Pennsylvania. The costs associated with this facility were reclassified from construction in progress to depreciable assets during 2013 when the facility was ready for its intended use. | |||||||||
During the three months ended March 31, 2014, the Company completed a project to analyze the estimated future years of service on its existing refrigeration equipment. Based on this analysis, the Company estimates that the useful life of its refrigeration equipment increased from 6 to 9 years. The Company will apply this change in estimate prospectively, which reduced depreciation by approximately $1.8 million in 2014 and will reduce depreciation by approximately $2.0 million for 2015. The useful life of the other classes of property, plant and equipment remains unchanged. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Income Taxes | ||||||||||||
Note 5 – Income Taxes: | ||||||||||||
A summary of income taxes as follows: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 41,753 | 31,525 | 32,776 | |||||||||
$ | 41,753 | $ | 31,525 | $ | 32,776 | |||||||
The provisions for income taxes do not bear a normal relationship to loss before income taxes primarily as a result of the valuation allowance on deferred tax assets. | ||||||||||||
The most significant jurisdictions in which the Company is required to file income tax returns include the U.S. federal jurisdiction and the States of New Jersey, California, Indiana, Pennsylvania and Texas. The Company is no longer subject to U.S. Federal income tax examinations for year ends prior to 2011. With limited exceptions, the Company is no longer subject to state income tax examinations for year ends prior to 2010. | ||||||||||||
The reconciliation of the statutory federal income tax rate to the Company’s effective tax is presented below: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax at federal statutory rate | 34 | % | 34 | % | 34 | % | ||||||
State taxes, net of federal | 0.13 | % | (0.10 | %) | 0.11 | % | ||||||
Permanent items | (18.40 | %) | (0.37 | %) | (0.84 | %) | ||||||
Other | (1.58 | %) | 0.33 | % | 0.55 | % | ||||||
Valuation allowance | (14.26 | %) | (34.00 | %) | (34.00 | %) | ||||||
Effective tax rate | (0.11 | %) | (0.14 | %) | (0.18 | %) | ||||||
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net deferred tax asset carryforward | $ | 59,942,144 | $ | 48,735,783 | $ | 41,034,013 | ||||||
Fees on debt guarantee | — | 2,692,877 | 721,670 | |||||||||
Stock option expense | 1,742,186 | 1,028,880 | 707,505 | |||||||||
Property and equipment | (4,605,896 | ) | (1,675,683 | ) | 454,480 | |||||||
Other | 48,224 | 1,026,231 | 1,284,161 | |||||||||
Less: Valuation allowance | (57,126,658 | ) | (51,808,088 | ) | (44,201,829 | ) | ||||||
Net deferred tax | $ | — | $ | — | $ | — | ||||||
In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. The Company believes that it is more likely than not that the Company’s deferred income tax assets will not be realized. The Company has experienced taxable losses from inception. As such, there was a full valuation allowance against the net deferred tax assets as of December 31, 2014 and 2013. | ||||||||||||
At December 31, 2014, the Company had federal net operating loss (“NOL”) carryforwards of $162,996,989 which expire between 2025 and 2034. The Company may be subject to certain limitations in its annual utilization of net operating loss carryforwards to off-set future taxable income pursuant to Section 382 of the Internal Revenue Code, which could result in NOLs expiring unused. At December 31, 2014, the Company had $124,504,677 of State NOLs which expire between 2015 and 2034. | ||||||||||||
Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2014, there were no uncertain positions. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. There was no income tax related interest and penalties included in the income tax provision for 2014, 2013, and 2012. | ||||||||||||
Net deferred tax assets and liabilities are summarized as follows: | ||||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total deferred tax assets | $ | 61,732,553 | $ | 53,483,771 | $ | 44,201,829 | ||||||
Total deferred tax liabilities | (4,605,895 | ) | (1,675,683 | ) | — | |||||||
Valuation allowance | (57,126,658 | ) | (51,808,088 | ) | (44,201,829 | ) | ||||||
Net deferred income tax assets | $ | — | $ | — | $ | — | ||||||
Accrued_Expenses
Accrued Expenses | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Accrued Expenses | Note 6 – Accrued Expenses: | ||||||||
Accrued expenses are summarized as follows: | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued payroll | $ | 1,802,756 | $ | 1,131,880 | |||||
Other accrued expenses | 383,679 | 259,018 | |||||||
Other accrued interest | 22,500 | 307,064 | |||||||
Accrued marketing | 127,028 | ¾ | |||||||
Accrued freight | 97,561 | 166,472 | |||||||
Accrued chiller maintenance | 349,792 | 43,047 | |||||||
Accrued sales and use tax | 155,000 | ¾ | |||||||
$ | 2,938,316 | $ | 1,907,481 | ||||||
Debt
Debt | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Debt | Note 7 – Debt: | ||||
As of December 31, 2014, the Company had no outstanding debt. The recorded carrying values of our debt balances approximate fair value given our debt is at variable rates tied to market indicators or is short-term in nature. A detailed cash flow related to debt throughout 2014 is summarized in the table below: | |||||
2014 | |||||
Borrowings on long-term debt | |||||
Borrowings on $27,000,000 Revolving Note Payable | $ | 9,000,000 | |||
Borrowings on $62,500,000 Revolving Note Payable | 2,500,000 | ||||
Total borrowings on long-term debt | $ | 11,500,000 | |||
Repayment on long-term debt | |||||
Repayment of $27,000,000 Revolving Note Payable | (24,000,000 | ) | |||
Repayment of $62,500,000 Revolving Note Payable | (62,500,000 | ) | |||
Pay down of $1,500,000 10% Note | (1,500,000 | ) | |||
Total repayment on long-term debt | $ | (88,000,000 | ) | ||
Net borrowings on short-term debt | |||||
Borrowings on $40,000,000 Credit Facilities | 18,000,000 | ||||
Repayment of $40,000,000 Credit Facilities | (18,000,000 | ) | |||
Borrowings on $2,000,000 Convertible Shareholder Note | 2,000,000 | ||||
Repayment of $2,000,000 Convertible Shareholder Note | (2,000,000 | ) | |||
$ | |||||
The debt listed below represents debt instruments available during the years ended December 31, 2014 and 2013. | |||||
a. | $1,500,000 10% Note | ||||
Consists of $1,500,000 of notes issued to certain of its stockholders which accrued interest compounded annually at a rate of 10%. These notes and all accrued interest were initially due on December 23, 2020. Upon consummation of the IPO, the $1,500,000 10% note and accrued interest of $854,925 were repaid, and the debt was extinguished. The accrued interest totaled $667,110 at December 31, 2013. | |||||
In connection with the issuance of these notes in February 2010, for every $16.39 that was borrowed with the notes, one share of common stock was issued to the lender. As a result, 91,528 shares of common stock were issued and fair value of the stock at issuance, $6.56 a share, was recorded as a discount to the debt. The unamortized discount equaled $387,688 at December 31, 2013. Upon repayment of the note, the entire unamortized discount was recorded as interest expense in the statement of operations and comprehensive loss. | |||||
b. | $27,000,000 Revolving Note Payable | ||||
The $27,000,000 revolving note payable initially matured on October 31, 2015. Upon consummation of the IPO, the outstanding $24,000,000 and accrued interest of $198,084 was repaid. The terms of the $27,000,000 revolving note payable were modified to the $40,000,000 Credit Facilities. See section “d” below. | |||||
The borrowings bore interest at either a LIBOR Rate plus 8% margin or a Base Rate plus 6%, depending on the election of the Company. Base Rate was defined as the rate of interest publicly quoted by The Wall Street Journal as the “base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks.” If the Company elected to utilize the LIBOR Rate, it could elect to use a 1, 2, or 3 month LIBOR Rate with the interest payable upon the last day of the interest period applicable to the Company’s LIBOR rate election. Interest for the Base Rate loan was payable monthly with the balance of any outstanding advances due at maturity. An unused line of credit fee of 1%, payable monthly, was charged for any portion of the line that was not used, unless at least $3 million was kept on deposit with the bank. | |||||
The loan agreement provided for the maintenance of various financial covenants. The Company remained in compliance with these requirements throughout the term of the borrowings. Borrowings on this revolving note payable totaled $15,000,000 at December 31, 2013, and reached total borrowings of $24,000,000 during 2014 prior to repayment. | |||||
c. | $62,500,000 Revolving Note Payable | ||||
The $62,500,000 revolving line of credit agreement initially had a maturity date of May 1, 2016. Upon consummation of the IPO, $62,500,000 and accrued interest of $198,469 was paid off, and the debt was extinguished. Upon extinguishment, the Company recorded the unamortized loan origination fees of $311,458 as interest expense in the consolidated statement of operations and comprehensive loss. | |||||
The borrowings bore interest at either a LIBOR Rate (LIBOR Adjusted Rate, plus 3.25%) or a Base Rate (Base Rate plus 2.25%). Base rate was defined as the greater of the Prime Rate on the date of the borrowing and the Federal Funds Effective Rate plus 0.5%. Interest on Base Rate Loans were payable monthly, LIBOR Rate loans were payable at the end of the selected interest rate. This note payable was subordinated to the $15,000,000 revolving note payable except for the first mortgage on the Bethlehem, Pennsylvania property. The loan agreement provided for the maintenance of certain financial covenants. The Company was in compliance with these requirements throughout the term of the borrowings. Borrowings on this revolving note payable totaled $60,000,000 at December 31, 2013, and reached total borrowings of $62,500,000 before pay off. | |||||
In connection with this note, the Company entered into a Fee and Reimbursement Agreement with certain stockholders who were also guarantors of the note. See note 11 for further detail. | |||||
d. | $40,000,000 Credit Facilities | ||||
On November 13, 2014, the Company entered into senior secured credit facilities comprising a 5-year $18,000,000 term facility (the “Term Facility”), a 3-year $10,000,000 revolving facility (the “Revolving Facility”) and a $12,000,000 additional term loan commitment earmarked primarily for capital expenditures. Upon closing the $40,000,000 Credit Facilities, the Company had $18,000,000 of aggregate principal amount outstanding under the Term Facility. | |||||
On December 23, 2014, the Company repaid the outstanding $18,000,000 million and modified the terms of the $40,000,000 Credit Facilities. The $18,000,000 term facility was extinguished, the 3-year $10,000,000 Revolving Facility remained unchanged, and the $12,000,000 term loan commitment earmarked for capital expenditures was increased to $30,000,000. | |||||
Any drawn Capex Commitments will mature on the fifth anniversary of the execution of the loan agreement. Any undrawn Capex Commitments will expire on the third anniversary of the execution of the agreement. Under the terms of the loan agreement, the commitments for the Revolving Facility may be increased up to $10,000,000 subject to certain conditions. | |||||
Borrowings under the Credit Facilities will bear interest at variable rates depending on the Company’s election, either at a base rate or at LIBOR, in each case, plus an applicable margin. The initial applicable margin will be 3.75% for base rate loans and 4.75% for LIBOR loans. Thereafter, subject to the Company’s leverage ratio, the applicable base rate margin will vary from 2.75% and 3.75% and the applicable LIBOR rate margin will vary from 3.75% and 4.75%. The loan agreement provides for the maintenance of certain financial covenants. The Company was in compliance with these requirements as of December 31, 2014. | |||||
e. | $2,000,000 Convertible Notes | ||||
On October 23, 2014, the Company issued $2,000,000 in aggregate principal amount of convertible notes to certain of its stockholders, which were repaid upon the consummation of the IPO. The convertible notes were issued at 98% of par and were convertible into Series C Preferred Stock at a price of $5.25 per share, at the option of the holder, at any time after December 31, 2014. The Company did not accrue interest as the convertible notes started to accrue interest on December 7, 2014, which was after the November 13, 2014 repaid. | |||||
Commitments
Commitments | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Commitments | Note 8 – Commitments: | ||||
Leases – The Company leases office and manufacturing space under non-cancelable operating leases that expire at various dates through January 31, 2017. As of December 31, 2014, future minimum rentals due under these leases were as follows: | |||||
December 31, | |||||
2014 | |||||
2015 | $ | 370,318 | |||
2016 | 348,153 | ||||
2017 | 29,013 | ||||
$ | 747,484 | ||||
Rent expense related to these non-cancelable operating leases was $404,438, $481,269, and $326,523 for the years 2014, 2013, and 2012, respectively. | |||||
Redeemable_Preferred_Stock
Redeemable Preferred Stock | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Temporary Equity Disclosure [Abstract] | ||||
Redeemable Preferred Stock | Note 9 – Redeemable Preferred Stock: | |||
Immediately following the closing of the IPO on November 13, 2014, the Company redeemed all the outstanding shares of Series B Preferred Stock (“Series B”), including cumulative dividends, for a cash payment of $34,998,957. Additionally, immediately prior to the closing of the IPO, the Company converted the outstanding shares of Series C Preferred Stock (“Series C”) to 11,067,090 shares of common stock. Based on the Series C anti-dilutive clause, the conversion from Series C to common stock was to be equivalent to the 1-to-0.7396 common stock share split that occurred during 2014 in connection with the IPO. The converted Series C included 2,477,756 Series C related to the Fees on Debt Guarantee, which were converted to 1,832,531 shares of common stock. See note 11 for further detail. | ||||
Dividends | ||||
Holders of Series B were entitled to receive dividends payable in additional fully paid and non-assessable shares of Series B at a rate per annum of 15% of the original issue price. Such dividends were to be fully cumulative from the first day of issuance and accrued without interest on both the initial Series B shares obtained and shares obtained via dividend, on a quarterly basis. The dividend accrued during the years ended 2014, 2013, and 2012 was $4,271,550, $4,215,230, and $3,638,052, respectively. The total cumulative dividends that were paid on November 13, 2014 upon redemption of the Series B was $23,840,008. | ||||
Holders of Series C were entitled to dividends at a rate of 8% per annum of the Series C original issue price, subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization with respect to Series C. Accrued dividends were to be payable only when, and if declared by the Board of Directors. In addition, holders of Series C were entitled to share ratably in any cash dividends declared and paid on the common stock in an amount per share equal to the amount of the dividend proposed to be paid on a share of common stock multiplied by the number of shares of common stock issuable upon conversion of the Series C. Once the Series C shares were converted to common stock, the accrued dividends that had not been declared by the Board of Directors were relinquished. Upon conversion none of the accrued dividends had been declared by the Board of Directors. The dividend accrued during the year ended 2013 and 2012 was $4,380,274 and $4,315,396, respectively. Immediately prior to the conversion of Series C to Common Stock, the Series C shares were fair valued utilizing the share price at the date of conversion. The difference between fair value and book value of $82,654,683 was recorded to net loss attributable to common stockholders. The difference between fair value and book value was net of $64,341,539 of cash proceeds received, net off issuance costs, and $19,687,856 of dividend accretion through the settlement date, of which $7,014,643 was recorded in 2014. | ||||
See the table below for detail over the cumulative dividends. | ||||
Fair value per Series C share on November 13, 2014 (date of conversion) | $ | 166,683,790 | ||
Cash proceeds received, net of issuance costs (1) | (64,341,539 | ) | ||
Cumulative dividend accretion at December 31, 2013 | (12,672,925 | ) | ||
Dividend accretion during 2014 | (7,014,643 | ) | ||
Additional loss to common shareholders upon conversion of Series C to common stock | $ | 82,654,683 | ||
-1 | – Represents the cash proceeds received, net of issuance costs, by the company from Series C investors throughout the life of the security. | |||
Series B and Series C were historically classified on the balance sheet outside of permanent equity. |
Warrant
Warrant | 12 Months Ended |
Dec. 31, 2014 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant | Note 10 – Warrant: |
In connection with a loan transaction with a bank prior to 2011, and in consideration thereof, the Company issued to a bank a warrant to purchase up to an aggregate of 61,117 shares of voting common stock of the Company at a purchase price of $6.28 per share. In the event the Company issues additional equity instruments at a purchase price or exercise price lower than the warrant exercise price, such exercise price shall be adjusted. This warrant was recorded as a liability with adjustments to fair value recorded in the statement of operations. | |
This warrant is exercised upon surrender to the Company, on a net basis, such that, without the exchange of any funds, such holder purchases that number of shares otherwise issuable upon exercise of its warrant less that number of shares having a current market price at the time of exercise equal to the aggregate exercise price that would otherwise have been paid by such holder upon the exercise of the warrant. | |
This warrant automatically converts in October 2017 without any action by the holder. The accrued warrant as of December 31, 2014 was $706,940. |
Guarantee_Agreement
Guarantee Agreement | 12 Months Ended |
Dec. 31, 2014 | |
Guarantees [Abstract] | |
Guarantee Agreement | Note 11 – Guarantee Agreement: |
In connection with the $62,500,000 revolving note payable (see note 7), the Company entered into a Fee and Reimbursement Agreement with certain stockholders who were also guarantors of the note. That agreement stipulated that the Company would pay each guarantor a contingent fee equal to 10% per annum of the amount that each guarantor had committed to guarantee. The payment was to be made in the form of newly issued shares of Series C Preferred Stock at the price of $5.25 per share. The fee accrued only from and after the date that the Guarantor entered into the Guarantee, and if at any time any Guarantor’s obligation was terminated in full or in part, the Fee would continue to accrue only with respect to the amount, if any of such Guarantor’s remaining commitment under the Credit Agreement. The fee was contingent in that it would become due and payable only if all principal and interest under the credit agreement had been repaid and a Change of Control had occurred. A Change of Control was defined as any sale, merger, consolidation, share exchange, business combination, equity issuance, or other transaction or series of related transactions, specifically excluding public offerings, which result in the stockholders immediately prior to the transaction(s) owning collectively less than 50% of the voting control immediately following the transaction(s); or (ii) any sale, lease, exchange, transfer, or other disposition of substantially all of the assets, taken as a whole, in a single transaction or series of transactions, excluding sales in the ordinary course of business, sale/leaseback and corporate restructuring transactions. | |
Immediately prior to the closing of the IPO, the Company converted outstanding fees under the guarantee into 2,477,756 shares of Series C, which were then converted into 1,832,531 shares of common stock. | |
The fees on debt guarantee was a financial instrument that was recognized as a liability by the Company and recorded at fair value at issuance. The instrument was then adjusted to its then fair value at each reporting period with changes in fair value recorded in the consolidated statement of operations and comprehensive loss. Historically the Company measured the fair value of the outstanding fee on debt guarantee using an option pricing method with several possible distribution outcomes depending on the timing and kind of liquidity event. Expected volatility was estimated utilizing the historical volatility of similar companies. The risk-free interest rates was based on the U.S. Treasury yield for a period consistent with the expected contractual life. | |
Upon the conversion of the fees on debt guarantee into shares of Series C, and then subsequently into common stock, the share price of the Company’s common stock was utilized to fair value the fees on debt guarantee and record the final fees on debt guarantee. |
Equity_Incentive_Plans
Equity Incentive Plans | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||||||||||
Equity Incentive Plans | Note 12 – Equity Incentive Plans: | ||||||||||||||||
Total compensation cost for share-based payments recognized for the years ended December 31, 2014, 2013, and 2012 was approximately $1,563,976, $978,352, and $1,118,705, respectively. Cost of goods sold the year ended December 31, 2014, 2013, and 2012 included share based compensation of approximately $71,669, $90,614, and $107,067, respectively. Selling, general, and administrative expense for the year ended December 31, 2014, 2013, and 2012 included share-based compensation of approximately $1,492,307, $887,738, and $1,011,638, respectively. | |||||||||||||||||
2006 Stock Plan—In December 2006, the Company approved the 2006 Stock Plan (the “2006 Plan”) under which options to purchase approximately 624,223 shares of the Company’s common stock were granted to employees and affiliates of the Company. These options vest over 5 years. Certain option awards provide for accelerated vesting if there is a change in control (as defined in the 2006 Plan). At December 31, 2014, there were zero shares available for grant as the plan is frozen. The options granted have maximum contractual terms ranging from 5 to 10 years. | |||||||||||||||||
2010 Stock Plan—In December 2010, the Company approved the 2010 Stock Plan (the “2010 Plan”) under which options to purchase approximately 2,146,320 shares of the Company’s common stock were granted to employees and affiliates of the Company (in 2012, the 2010 Plan was amended to allow for option to purchase approximately 2,220,280 shares of the Company’s common stock). These options are either time-based (vest over 4 years), performance-based (vest when performance targets are met, as defined in the stock option grant agreement), or vest at the occurrence of an exit event which is defined as a Change of Control in the Company or an initial public offering registered under the Securities Act, as defined in the stock grant agreement. | |||||||||||||||||
In November, 2014, the Company made modifications that affected all performance-based awards and all exit-event awards under the 2010 Plan. Performance-based awards were modified to time vested awards that cliff vest over two years. At the time of modification the original performance-based awards vesting criteria was not considered probable. The exit-event awards were modified to performance-based awards. At December 31, 2014 the new performance-based awards vesting criteria is considered probable. The modified awards were fair valued on the modification date. | |||||||||||||||||
The options granted have maximum contractual terms of 10 years. The Board of Directors froze the 2010 Stock Plan such that no further grants may be issued under the 2010 Stock Plan. | |||||||||||||||||
2014 Omnibus Incentive Plan—In November 2014, the Company approved the 2014 Omnibus Incentive Plan (the “2014 Plan”) under which 1,479,200 shares of common stock may be issued or used for reference purposes as awards granted under the 2014 Plan. These awards may be in the form of stock options, stock appreciation rights, restricted stock, as well as other stock based and cash based awards. As of December 31, 2014, the stock options granted were either time-based (cliff vest over 3 years) or performance-based (vest when performance targets are met, as defined in the stock option grant agreement). | |||||||||||||||||
In addition to stock options granted under the 2014 Plan, the Company issued restricted stock units to the board of directors as compensation for their services. The fair value of restricted stock units is based on the share price on the date of grant. These restricted stock units vest over one year, but are not delivered until the end of the year. The Company will settle these awards by common stock transfer. During 2014 there were 24,166 restricted stock units granted. | |||||||||||||||||
At December 31, 2014, there were 943,198 shares of common stock available to be issued or used for reference purposes under the 2014 Plan. | |||||||||||||||||
Service Period Stock Options—A summary of service period stock options outstanding and changes under the plans during the year ended December 31, 2014 is presented below: | |||||||||||||||||
Options | Shares | Weighted | Average | Aggregate | |||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise Price | Contractual Term | Value | |||||||||||||||
Outstanding at December 31, 2012 | 1,095,412 | $ | 6.82 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | (7,953 | ) | 6.28 | ||||||||||||||
Forfeited | (4,719 | ) | 6.72 | ||||||||||||||
Outstanding at December 31, 2013 | 1,082,740 | 6.91 | |||||||||||||||
Granted | 255,585 | 15 | |||||||||||||||
Modified from Performance Based Options to Service Period Stock Options | 680,753 | 7.1 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited | (741 | ) | 6.27 | ||||||||||||||
Outstanding at December 31, 2014 | 2,018,337 | $ | 7.91 | 5.8 | $ | 18,391,809 | |||||||||||
Exercisable at December 31, 2014 | 1,064,565 | $ | 6.81 | 4.5 | $ | 10,914,048 | |||||||||||
No options were exercised during the year ended 2014 or 2012. The total intrinsic value of options exercised during the year ended December 31, 2013 was $6,559. | |||||||||||||||||
A summary of the nonvested service period stock options as of December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | |||||||||||||||||
Number of | Weighted-Average | ||||||||||||||||
Options | Grant-Date Fair | ||||||||||||||||
Value Per Share | |||||||||||||||||
Nonvested as of December 31, 2013 | 189,234 | $ | 6.02 | ||||||||||||||
Granted | 255,585 | $ | 6.34 | ||||||||||||||
Modified from Performance Based Options to Service Period Stock Options | 680,753 | $ | 8.9 | ||||||||||||||
Vested | (171,059 | ) | $ | 5.83 | |||||||||||||
Forfeited | (741 | ) | $ | 6.25 | |||||||||||||
Nonvested as of December 31, 2014 | 953,772 | $ | 8.16 | ||||||||||||||
As of December 31, 2014, there is approximately $7,090,519 of total unrecognized compensation costs related to non-vested service period options, of which $3,574,546 will be incurred in 2015, $3,065,920 will be incurred in 2016, and the remaining $450,053 will be incurred in 2017. | |||||||||||||||||
Performance Based Options—Performance based option vesting is contingent upon the Company achieving certain annual or cumulative revenue goals. A summary of performance-based stock options outstanding and changes under the plans during the year ended December 31, 2014 is presented below: | |||||||||||||||||
Options | Shares | Weighted | Average | Aggregate | |||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Price | Term | ||||||||||||||||
Outstanding at December 31, 2012 | 674,942 | $ | 7.1 | ||||||||||||||
Granted | 11,094 | 7.1 | |||||||||||||||
Forfeited | (5,283 | ) | 7.1 | ||||||||||||||
Outstanding at December 31, 2013 | 680,753 | 7.1 | |||||||||||||||
Granted | 255,585 | 15 | |||||||||||||||
Modified from Exit Event Options to Performance Based Options | 657,693 | 7.1 | |||||||||||||||
Modified from Performance Based Options to Service Period Stock Options | (680,753 | ) | 7.1 | ||||||||||||||
Outstanding at December 31, 2014 | 913,278 | $ | 9.31 | 7.1 | $ | 7,078,163 | |||||||||||
No performance-based options are exercisable at December 31, 2014, 2013, or 2012. A summary of the nonvested performance-based options as of December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | |||||||||||||||||
Number of | Weighted-Average | ||||||||||||||||
Options | Grant-Date Fair | ||||||||||||||||
Value Per Share | |||||||||||||||||
Outstanding at January 1, 2014 | 680,753 | $ | 5.85 | ||||||||||||||
Granted | 255,585 | 6.41 | |||||||||||||||
Modified from Exit Event Options to Performance Based Options | 657,693 | 9.31 | |||||||||||||||
Modified from Performance Based Options to Service Period Stock Options | (680,753 | ) | (5.85 | ) | |||||||||||||
Nonvested as of December 31, 2014 | 913,278 | $ | 8.5 | ||||||||||||||
As of December 31, 2014, there is approximately $7,623,690 of total unrecognized compensation costs related to non-vested performance based options, which would be recognized if and when the contingent vesting criteria is met. Assuming all contingent vesting criteria is met each year, $3,495,497 will be incurred in 2015, $3,565,203 will be incurred in 2016, and $562,990 will be incurred in 2017. As of December 31, 2014, the achievement of the vesting criteria is considered probable. | |||||||||||||||||
Exit Event Options—Exit event option vesting is contingent upon an the occurrence of an exit event, which results from a Change of Control in the Company or an Initial Public Offering of the Company’s common stock under the Securities Act, as defined in the option grant agreement. A summary of exit event stock options outstanding and changes under the plans during the year ended December 31, 2014 is presented below: | |||||||||||||||||
Options | Shares | Weighted | Average | Aggregate | |||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise Price | Contractual Term | Value | |||||||||||||||
Outstanding at December 31, 2012 | 873,508 | $ | 7.1 | ||||||||||||||
Granted | 5,177 | 7.1 | |||||||||||||||
Forfeited | (1,761 | ) | 7.1 | ||||||||||||||
Outstanding at December 31, 2013 | 876,924 | 7.1 | |||||||||||||||
Cancelled | (219,231 | ) | 7.1 | ||||||||||||||
Modified from Exit Event Options to Performance Based Options | (657,693 | ) | 7.1 | ||||||||||||||
Outstanding at December 31, 2014 | — | — | — | — | |||||||||||||
No exit event options were exercisable at December 31, 2013, or 2012. A summary of the nonvested service period stock options as of December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | |||||||||||||||||
Number | Weighted-Average | ||||||||||||||||
of Options | Grant-Date Fair | ||||||||||||||||
Value Per Share | |||||||||||||||||
Outstanding at January 1, 2014 | 876,924 | $ | 5.85 | ||||||||||||||
Cancelled | (219,231 | ) | 5.85 | ||||||||||||||
Modified from Exit Event Options to Performance Based Options | (657,693 | ) | 5.85 | ||||||||||||||
Nonvested as of December 31, 2014 | — | ||||||||||||||||
Grant Date Fair Value of Options—The weighted average grant date fair value of options (service period options and performance based options) granted and modified during the year ended December 31, 2014 was $8.35 per share. The weighted average grant date fair value of options granted during the year ended December 31, 2013 and December 31, 2012 were $5.40 and 5.55 per share, respectively. | |||||||||||||||||
Expected Volatility - For the grants during the year ended December 31, 2013 the expected volatility was based on the historical volatility of the Company’s common stock. | |||||||||||||||||
The grants during the year ended December 31, 2014 all occurred while the Company was publicly traded. Subsequent to the Company’s IPO on November 6, 2014, the Company no longer deemed it appropriate to use its historical volatility as the historical volatility was not representative of the Company’s stock on the public market. As such the expected volatility used is based upon the volatility of a group of similar entities, referred to as “guideline” companies. The Company considered factors such as industry, stage of life cycle and size in considering these “guideline” companies. | |||||||||||||||||
Weighted Average Expected Term - The Company determined the expected term based on the “shortcut method” described in FASB ASC 718, Compensation – Stock Compensation (an expected term based on the midpoint between the vesting date and the end of the contractual term). | |||||||||||||||||
Risk-Free Interest Rate- The risk-free interest rates are based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. | |||||||||||||||||
Expected Dividend Yield- The Company has not historically declared dividends, and no future dividends are expected to be available to benefit option holders. Accordingly, the Company used an expected dividend yield of zero in the valuation model. | |||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected volatility | 41.90% | 86.00% | 91.20% | ||||||||||||||
Average expected term in years | 3.9 - 6.6 | 7 | 7 | ||||||||||||||
Risk-free interest rate | 1.01% - 2.09% | 1.70% | 1.20% | ||||||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||
Net_Loss_Attributable_to_Commo
Net Loss Attributable to Common Stockholders | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net Loss Attributable to Common Stockholders | Note 13 – Net Loss Attributable to Common Stockholders: | ||||||||||||
Basic net loss per common share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common share outstanding for the period. Diluted net loss per common share is computed by giving effect to all potentially dilutive securities. Diluted net loss per common share is the same as basic net loss per common share, due to the fact that potentially dilutive securities would have an antidilutive effect as the Company incurred a net loss for the year ended December 31, 2014 and 2013. | |||||||||||||
The computation of net income attributable to common stockholders is as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net Loss | $ | (37,339,017 | ) | $ | (21,687,155 | ) | $ | (18,656,498 | ) | ||||
Preferred stock dividends on Series B and Series C | (11,286,193 | ) | (8,595,504 | ) | (7,953,448 | ) | |||||||
Additional loss attributable to common stockholders upon conversion of Series C Preferred Stock into common stock | (82,654,683 | ) | |||||||||||
Net Loss attributable to common stockholders | $ | (131,279,893 | ) | $ | (30,282,659 | ) | $ | (26,609,946 | ) | ||||
The potentially dilutive securities excluded from the determination of diluted loss per share, as their effect is antidilutive, are as follows: | |||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Convertible Preferred Series C (on an as-if converted basis) | — | 7,713,455 | 7,598,805 | ||||||||||
Service Period Stock Options | 1,220,739 | 1,092,604 | 1,094,618 | ||||||||||
Warrants | 61,117 | 61,117 | 61,117 | ||||||||||
1,281,856 | 8,867,176 | 8,754,540 | |||||||||||
Retirement_Plan
Retirement Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Plan | Note 14 – Retirement Plan: |
The Company sponsors a safe harbor 401(k) plan covering all employees. All employees are eligible to participate. Active participants in the plan may make contributions of up to 25% of their compensation. Company contributions totaled approximately $307,754 in 2014, $196,054 in 2013, and $180,098 in 2012. |
Related_Party_Disclosures
Related Party Disclosures | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 – Related Party Transactions: |
Payments made to a stockholder for distribution services totaled approximately $8,900,444 in 2014, and $6,146,245 in 2013, and $4,882,534 in 2012. Payments made to stockholders for the purchase of raw materials totaled approximately $5,545,835 in 2014, $4,658,118 in 2013, and $3,059,658 in 2012. In addition there were payments of $175,399 in 2014, $678,371 in 2013, and $707,686 in 2012, related to rent and associated utilities and maintenance to a stockholder who is also a landlord of one of our locations. The rent and associated utilities and maintenance cost were at market rates. None of the above payments were made to any stockholder who is an employee, board member, subsidiary, or affiliate of the Company. | |
In connection with the $62,500,000 revolving note payable, certain stockholders were guarantors of the note. The agreement stipulated that the Company will pay each guarantor a contingent fee equal to 10% per annum of the amount that each guarantor committed to guarantee. Upon consummation of the IPO, the fees on debt guarantee were paid in the form of Series C shares. See note 11 for further detail. |
Concentrations
Concentrations | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Risks And Uncertainties [Abstract] | |||||||||||||
Concentrations | Note 16 – Concentrations: | ||||||||||||
Concentration of Credit Risk—The Company maintains its cash balances in financial institutions which are insured by the Federal Deposit Insurance Corporation up to $250,000 each. At times, such balances may be in excess of the FDIC insurance limit. | |||||||||||||
Major Customers – In 2014, 2013, and 2012 net sales to one of our distributors which sells directly to three of our customers – accounted for 22% 28%, and 20% of our net sales, respectively. In 2014, no customer accounted for more than 10% of our net sales while in 2013 and 2012 one customer accounted for 11% and 14%, respectively, of our net sales. | |||||||||||||
Major Suppliers –The Company purchased approximately 54% of its raw materials from three vendors during 2014, approximately 56% of its raw materials from three vendors during 2013, and approximately 58% of its raw materials from three vendors during 2012. | |||||||||||||
The Company also purchased approximately 96% of its treats finished goods from three vendors in 2014, approximately 78% from three vendors in 2013, and approximately 76% from three vendors in 2012. | |||||||||||||
The Company purchased approximately 74% of its packaging material from three vendors during the twelve months ended December 31, 2014, and approximately 67% of its packaging material from three vendors during the twelve months ended December 31, 2013. | |||||||||||||
Net Sales by Class of Retail – The following table sets forth net sales by class of retail. | |||||||||||||
Twelve months ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Grocery and Mass (1) | $ | 65,212,966 | $ | 49,731,873 | $ | 33,985,199 | |||||||
Pet Specialty, Natural and Other (2) | 21,551,146 | 13,418,903 | 9,534,262 | ||||||||||
Net Sales | $ | 86,764,112 | $ | 63,150,776 | $ | 43,519,461 | |||||||
-1 | Includes club retail class | ||||||||||||
-2 | Other sales represent less than 1% of net sales |
Unaudited_Quarterly_Results
Unaudited Quarterly Results | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Unaudited Quarterly Results | Note 17 – Unaudited Quarterly Results: | ||||||||||||||||
Unaudited quarterly results for the years ended December 31, 2014, 2013, and 2012 were as follows: | |||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
2014:00:00 | |||||||||||||||||
Net sales | 19,350,197 | 20,386,038 | 22,519,672 | 24,508,205 | |||||||||||||
Gain (loss) from operations | (2,301,404 | ) | (3,328,420 | ) | (1,338,419 | ) | 550,551 | ||||||||||
Net loss | (5,142,223 | ) | (6,266,803 | ) | (9,483,241 | ) | (16,446,750 | ) | |||||||||
Net loss attributable to common stockholders (1) | (7,485,640 | ) | (10,771,077 | ) | (12,380,254 | ) | (100,642,922 | ) | |||||||||
Basic earnings per common share | (0.53 | ) | (0.77 | ) | (1.19 | ) | (4.35 | ) | |||||||||
Diluted earnings per common share | (0.53 | ) | (0.77 | ) | (1.19 | ) | (4.35 | ) | |||||||||
2013:00:00 | |||||||||||||||||
Net sales | 13,885,185 | 14,846,366 | 16,698,903 | 17,720,322 | |||||||||||||
Loss from operations | (3,147,240 | ) | (3,205,977 | ) | (4,182,320 | ) | (1,845,139 | ) | |||||||||
Net loss | (4,719,104 | ) | (5,253,194 | ) | (6,495,643 | ) | (5,219,214 | ) | |||||||||
Net loss attributable to common stockholders | (6,751,248 | ) | (7,364,129 | ) | (8,647,369 | ) | (7,519,913 | ) | |||||||||
Basic earnings per common share | (0.65 | ) | (0.71 | ) | (0.83 | ) | (0.72 | ) | |||||||||
Diluted earnings per common share | (0.65 | ) | (0.71 | ) | (0.83 | ) | (0.72 | ) | |||||||||
2012:00:00 | |||||||||||||||||
Net sales | 9,382,537 | 10,536,726 | 11,226,549 | 12,373,649 | |||||||||||||
Loss from operations | (4,104,712 | ) | (3,517,450 | ) | (4,671,886 | ) | (2,453,143 | ) | |||||||||
Net loss | (4,388,417 | ) | (4,178,740 | ) | (6,017,866 | ) | (4,071,475 | ) | |||||||||
Net loss attributable to common stockholders | (6,342,042 | ) | (6,151,618 | ) | (8,020,532 | ) | (6,095,754 | ) | |||||||||
Basic earnings per common share | (0.61 | ) | (0.59 | ) | (0.77 | ) | (0.59 | ) | |||||||||
Diluted earnings per common share | (0.61 | ) | (0.59 | ) | (0.77 | ) | (0.59 | ) | |||||||||
-1 | See note 9 for further detail over the dividend accretion that is included within net loss attributable to common stockholders. |
Nature_of_the_Business_and_Sum1
Nature of the Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2014 | ||
Accounting Policies [Abstract] | ||
Principles of Consolidation | Principles of Consolidation – The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S. (“U.S. GAAP”). All intercompany accounts and transactions have been eliminated in consolidation. | |
Segments | Segments – The Company operates as a single operating segment reporting to its chief operating decision maker. | |
Estimates and Uncertainties | Estimates and Uncertainties – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results, as determined at a later date, could differ from those estimates. | |
Cash and Cash Equivalents | Cash and Cash Equivalents – The Company considers money market funds and all other highly liquid debt instruments purchased with an original maturity of three months or less to be cash equivalents. | |
Accounts Receivable | Accounts Receivable – The Company records trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts. On a periodic basis, the Company evaluates its accounts receivable and establishes an allowance for doubtful accounts based on its history of write-offs and collections and current credit conditions. Accounts receivable are written off when management deems them to be uncollectible. | |
Inventories | Inventories – Inventories are stated at the lower of cost or market, using the first-in, first-out method. When necessary, the Company provides allowances to adjust the carrying value of its inventories to the lower of cost or net realizable value, including any costs to sell or dispose and consideration for obsolescence, excessive inventory levels, product deterioration and other factors in evaluating net realizable value. | |
Deferred Offering Cost | Deferred Offering Cost - Deferred offering costs, which primarily consist of direct incremental legal and accounting fees relating to the initial public offering (“IPO”) of the Company’s common stock are capitalized. The deferred offering costs were offset against IPO proceeds upon the consummation of the offering. We closed our IPO on November 13, 2014. | |
Property, Plant and Equipment | Property, Plant and Equipment – Property, plant and equipment are recorded at cost. The Company provides for depreciation on the straight-line method by charges to income at rates based upon estimated recovery periods of 7 years for furniture and office equipment, 5 years for automotive equipment, 6 – 9 years for refrigeration equipment, 5 – 10 years for machinery and equipment, and 15 – 39 years for building and improvements. Capitalized cost includes the costs incurred to bring the property, plant and equipment to the condition and location necessary for its intended use, which includes any necessary delivery, electrical and installation cost for equipment. Maintenance and repairs that do not extend the useful life of the assets over two years are charged to expense as incurred. Leasehold improvements are amortized over the shorter of the term of the related lease or the estimated useful lives on the straight-line method. | |
Long-Lived Assets | Long-Lived Assets – The Company evaluates all long-lived assets for impairment. Long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated undiscounted future net cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Recoverability of assets held for sale is measured by a comparison of the carrying amount of an asset or asset group to their fair value less estimated costs to sell. Estimating future cash flows and calculating fair value of assets requires significant estimates and assumptions by management. If the carrying amount is not fully recoverable, an impairment loss is recognized to reduce the carry amount to fair value, and is charged to expense in the period of impairment. | |
Income Taxes | Income Taxes – The Company provides for deferred income taxes for temporary differences between financial and income tax reporting, principally net operating loss carryforwards, depreciation, and share-based compensation. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the years in which those temporary differences are expected to be recovered or settled. | |
A valuation allowance is appropriate when management believes it is more likely than not, the deferred tax asset will not be realized. At December 31, 2014 and 2013, the Company determined that a valuation allowance of approximately 100% is appropriate. | ||
Revenue Recognition and Incentives | Revenue Recognition and Incentives – Revenue from product sales is recognized upon shipment to the customers as terms are free on board (FOB) shipping point, at which point title and risk of loss is transferred and the selling price is fixed or determinable. This completes the revenue-earning process specifically that an arrangement exists, delivery has occurred, ownership has transferred, the price is fixed and collectability is reasonably assured. A provision for payment discounts and product return allowances, which is estimated based upon the Company’s historical performance, management’s experience and current economic trends, is recorded as a reduction of sales in the same period that the revenue is recognized. | |
Trade incentives, consisting primarily of customer pricing allowances and merchandising funds, and consumer coupons are offered through various programs to customers and consumers. Sales are recorded net of estimated trade incentive spending, which is recognized as incurred at the time of sale. Accruals for expected payouts under these programs are included as accrued expense in the consolidated balance sheet. Coupon redemption costs are also recognized as reductions of net sales when the coupons are issued. Estimates of trade promotion expense and coupon redemption costs are based upon programs offered, timing of those offers, estimated redemption/usage rates from historical performance, management’s experience and current economic trends. | ||
Advertising | Advertising – Advertising costs, consisting primarily of media ads, are expensed as incurred. Advertising costs in 2014, 2013, and 2012 were $14,231,930, $12,037,402, and $10,666,163 respectively. | |
Shipping and Handling Costs/Freight Out | Shipping and Handling Costs/Freight Out – Costs incurred for shipping and handling are included in selling, general, and administrative expenses within the statement of operations and comprehensive loss. Shipping and handling costs primarily consist of costs associated with moving finished products to customers, including costs associated with distribution center and the cost of shipping products to customers through third-party carriers. Shipping and handling cost totaled $9,447,406, $6,872,953, and $5,170,367 for the years ended 2014, 2013, and 2012, respectively. | |
Share Based Compensation | Share Based Compensation – The Company recognizes share based compensation based on the value of the portion of share-based payment awards that is ultimately expected to vest during the period. Share-based compensation expense recognized in the statement of operations included compensation expense for share based payment awards granted subsequent to December 31, 2006, based on the grant date fair value estimated. Share awards are amortized under the straight-line method over the requisite service period of the entire award. The Company uses historical data to estimate pre-vesting option forfeitures and record stock based compensation expense only for those awards that are expected to vest. To the extent actual forfeitures differ from the estimates, the difference will be recorded as a cumulative adjustment in the period that the estimates are revised. | |
The Company determines the fair value of the stock options granted as either the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. | ||
Fair Value of Financial Instruments | Fair Value of Financial Instruments – Financial Accounting Standards Board (FASB) guidance 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 – Unadjusted 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 (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. | |
· | 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 balance sheets for cash and cash equivalents, other receivables, accounts payable and accrued expenses approximate their fair value based on the short-term maturity of these instruments. The warrant liability is recorded at fair value with changes in fair value reflected in the statement of operations and comprehensive loss. | ||
As of December 31, 2014, the Company only maintained Level 1 assets and liabilities. | ||
Recently Issued Accounting Standards | In April 2014, the FASB issued ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity,” (“ASU 2014-08”). Under ASU 2014-08, only disposals representing a strategic shift in operations that have a major effect on the Company’s operations and financial results should be presented as discontinued operations. Additionally, ASU 2014-08 requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. The amendments in ASU 2014-08 are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014. However, ASU 2014-08 should not be applied to a component that is classified as held for sale before the effective date even if the component is disposed of after the effective date. Early adoption is permitted, but only for disposals (or classifications as held for sale) that have not been reported in financial statements previously issued. The effects of ASU 2014-08 will depend on any future disposals by the Company. | |
On May 28, 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective. The new standard is effective for the Company on January 1, 2017. Early application is not permitted. The standard permits the use of either the retrospective or cumulative effect transition method. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its ongoing financial reporting. |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Inventory Disclosure [Abstract] | |||||||||
Summary of Inventories | Inventories are summarized as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 2,321,458 | $ | 1,431,422 | |||||
Packaging components material | 1,158,967 | 805,424 | |||||||
Finished goods | 3,905,219 | 3,459,707 | |||||||
7,385,644 | 5,696,553 | ||||||||
Reserve for obsolescence | (71,493 | ) | (184,328 | ) | |||||
$ | 7,314,151 | $ | 5,512,225 | ||||||
Property_Plant_and_Equipment_T
Property, Plant and Equipment (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Property Plant And Equipment [Abstract] | |||||||||
Summary of Property, Plant and Equipment, Net | Property, plant and equipment, net are summarized as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Refrigeration equipment | $ | 47,789,991 | $ | 35,649,423 | |||||
Machinery and equipment | 19,677,778 | 20,767,207 | |||||||
Building and improvements | 9,985,917 | 9,892,291 | |||||||
Furniture and office equipment | 1,826,249 | 1,727,248 | |||||||
Leasehold improvements | 627,962 | 1,474,741 | |||||||
Construction in progress | 1,941,754 | 143,274 | |||||||
Automotive equipment | 314,885 | 313,930 | |||||||
82,164,536 | 69,968,114 | ||||||||
Less: Accumulated depreciation and amortization | (24,338,575 | ) | (21,204,082 | ) | |||||
$ | 57,825,961 | $ | 48,764,032 | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2014 | ||||||||||||
Income Tax Disclosure [Abstract] | ||||||||||||
Summary of Income Taxes | A summary of income taxes as follows: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Current: | ||||||||||||
Federal | $ | — | $ | — | $ | — | ||||||
State | 41,753 | 31,525 | 32,776 | |||||||||
$ | 41,753 | $ | 31,525 | $ | 32,776 | |||||||
Schedule of Reconciliation of the Statutory Federal Income Tax Rate | The reconciliation of the statutory federal income tax rate to the Company’s effective tax is presented below: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Tax at federal statutory rate | 34 | % | 34 | % | 34 | % | ||||||
State taxes, net of federal | 0.13 | % | (0.10 | %) | 0.11 | % | ||||||
Permanent items | (18.40 | %) | (0.37 | %) | (0.84 | %) | ||||||
Other | (1.58 | %) | 0.33 | % | 0.55 | % | ||||||
Valuation allowance | (14.26 | %) | (34.00 | %) | (34.00 | %) | ||||||
Effective tax rate | (0.11 | %) | (0.14 | %) | (0.18 | %) | ||||||
Significant Portions of the Deferred Tax Assets and Deferred Tax Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are as follows: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Net deferred tax asset carryforward | $ | 59,942,144 | $ | 48,735,783 | $ | 41,034,013 | ||||||
Fees on debt guarantee | — | 2,692,877 | 721,670 | |||||||||
Stock option expense | 1,742,186 | 1,028,880 | 707,505 | |||||||||
Property and equipment | (4,605,896 | ) | (1,675,683 | ) | 454,480 | |||||||
Other | 48,224 | 1,026,231 | 1,284,161 | |||||||||
Less: Valuation allowance | (57,126,658 | ) | (51,808,088 | ) | (44,201,829 | ) | ||||||
Net deferred tax | $ | — | $ | — | $ | — | ||||||
Net Deferred Tax Assets and Liabilities | Net deferred tax assets and liabilities are summarized as follows: | |||||||||||
December 31, | ||||||||||||
2014 | 2013 | 2012 | ||||||||||
Total deferred tax assets | $ | 61,732,553 | $ | 53,483,771 | $ | 44,201,829 | ||||||
Total deferred tax liabilities | (4,605,895 | ) | (1,675,683 | ) | — | |||||||
Valuation allowance | (57,126,658 | ) | (51,808,088 | ) | (44,201,829 | ) | ||||||
Net deferred income tax assets | $ | — | $ | — | $ | — | ||||||
Accrued_Expenses_Tables
Accrued Expenses (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Payables And Accruals [Abstract] | |||||||||
Summary of Accrued Expenses | Accrued expenses are summarized as follows: | ||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Accrued payroll | $ | 1,802,756 | $ | 1,131,880 | |||||
Other accrued expenses | 383,679 | 259,018 | |||||||
Other accrued interest | 22,500 | 307,064 | |||||||
Accrued marketing | 127,028 | ¾ | |||||||
Accrued freight | 97,561 | 166,472 | |||||||
Accrued chiller maintenance | 349,792 | 43,047 | |||||||
Accrued sales and use tax | 155,000 | ¾ | |||||||
$ | 2,938,316 | $ | 1,907,481 | ||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Debt Disclosure [Abstract] | |||||
Summary of Cash Flows Related to Debt | A detailed cash flow related to debt throughout 2014 is summarized in the table below: | ||||
2014 | |||||
Borrowings on long-term debt | |||||
Borrowings on $27,000,000 Revolving Note Payable | $ | 9,000,000 | |||
Borrowings on $62,500,000 Revolving Note Payable | 2,500,000 | ||||
Total borrowings on long-term debt | $ | 11,500,000 | |||
Repayment on long-term debt | |||||
Repayment of $27,000,000 Revolving Note Payable | (24,000,000 | ) | |||
Repayment of $62,500,000 Revolving Note Payable | (62,500,000 | ) | |||
Pay down of $1,500,000 10% Note | (1,500,000 | ) | |||
Total repayment on long-term debt | $ | (88,000,000 | ) | ||
Net borrowings on short-term debt | |||||
Borrowings on $40,000,000 Credit Facilities | 18,000,000 | ||||
Repayment of $40,000,000 Credit Facilities | (18,000,000 | ) | |||
Borrowings on $2,000,000 Convertible Shareholder Note | 2,000,000 | ||||
Repayment of $2,000,000 Convertible Shareholder Note | (2,000,000 | ) | |||
$ | |||||
Commitments_Tables
Commitments (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments And Contingencies Disclosure [Abstract] | |||||
Future Minimum Rentals Due | As of December 31, 2014, future minimum rentals due under these leases were as follows: | ||||
December 31, | |||||
2014 | |||||
2015 | $ | 370,318 | |||
2016 | 348,153 | ||||
2017 | 29,013 | ||||
$ | 747,484 | ||||
Redeemable_Preferred_Stock_Tab
Redeemable Preferred Stock (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
Temporary Equity Disclosure [Abstract] | ||||
Summary of Cumulative Dividends | See the table below for detail over the cumulative dividends. | |||
Fair value per Series C share on November 13, 2014 (date of conversion) | $ | 166,683,790 | ||
Cash proceeds received, net of issuance costs (1) | (64,341,539 | ) | ||
Cumulative dividend accretion at December 31, 2013 | (12,672,925 | ) | ||
Dividend accretion during 2014 | (7,014,643 | ) | ||
Additional loss to common shareholders upon conversion of Series C to common stock | $ | 82,654,683 | ||
-1 | – Represents the cash proceeds received, net of issuance costs, by the company from Series C investors throughout the life of the security. |
Equity_Incentive_Plans_Tables
Equity Incentive Plans (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Expected Dividend Yield Valuation Model | Expected Dividend Yield- The Company has not historically declared dividends, and no future dividends are expected to be available to benefit option holders. Accordingly, the Company used an expected dividend yield of zero in the valuation model. | ||||||||||||||||
Year Ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected volatility | 41.90% | 86.00% | 91.20% | ||||||||||||||
Average expected term in years | 3.9 - 6.6 | 7 | 7 | ||||||||||||||
Risk-free interest rate | 1.01% - 2.09% | 1.70% | 1.20% | ||||||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||||
Service Period Stock Options | |||||||||||||||||
Summary of Stock Option Outstanding and Changes under the Plans | Service Period Stock Options—A summary of service period stock options outstanding and changes under the plans during the year ended December 31, 2014 is presented below: | ||||||||||||||||
Options | Shares | Weighted | Average | Aggregate | |||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise Price | Contractual Term | Value | |||||||||||||||
Outstanding at December 31, 2012 | 1,095,412 | $ | 6.82 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | (7,953 | ) | 6.28 | ||||||||||||||
Forfeited | (4,719 | ) | 6.72 | ||||||||||||||
Outstanding at December 31, 2013 | 1,082,740 | 6.91 | |||||||||||||||
Granted | 255,585 | 15 | |||||||||||||||
Modified from Performance Based Options to Service Period Stock Options | 680,753 | 7.1 | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited | (741 | ) | 6.27 | ||||||||||||||
Outstanding at December 31, 2014 | 2,018,337 | $ | 7.91 | 5.8 | $ | 18,391,809 | |||||||||||
Exercisable at December 31, 2014 | 1,064,565 | $ | 6.81 | 4.5 | $ | 10,914,048 | |||||||||||
Summary of Nonvested Service Period Stock Options | A summary of the nonvested service period stock options as of December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | ||||||||||||||||
Number of | Weighted-Average | ||||||||||||||||
Options | Grant-Date Fair | ||||||||||||||||
Value Per Share | |||||||||||||||||
Nonvested as of December 31, 2013 | 189,234 | $ | 6.02 | ||||||||||||||
Granted | 255,585 | $ | 6.34 | ||||||||||||||
Modified from Performance Based Options to Service Period Stock Options | 680,753 | $ | 8.9 | ||||||||||||||
Vested | (171,059 | ) | $ | 5.83 | |||||||||||||
Forfeited | (741 | ) | $ | 6.25 | |||||||||||||
Nonvested as of December 31, 2014 | 953,772 | $ | 8.16 | ||||||||||||||
Performance Based Options | |||||||||||||||||
Summary of Stock Option Outstanding and Changes under the Plans | A summary of performance-based stock options outstanding and changes under the plans during the year ended December 31, 2014 is presented below: | ||||||||||||||||
Options | Shares | Weighted | Average | Aggregate | |||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise | Contractual | Value | |||||||||||||||
Price | Term | ||||||||||||||||
Outstanding at December 31, 2012 | 674,942 | $ | 7.1 | ||||||||||||||
Granted | 11,094 | 7.1 | |||||||||||||||
Forfeited | (5,283 | ) | 7.1 | ||||||||||||||
Outstanding at December 31, 2013 | 680,753 | 7.1 | |||||||||||||||
Granted | 255,585 | 15 | |||||||||||||||
Modified from Exit Event Options to Performance Based Options | 657,693 | 7.1 | |||||||||||||||
Modified from Performance Based Options to Service Period Stock Options | (680,753 | ) | 7.1 | ||||||||||||||
Outstanding at December 31, 2014 | 913,278 | $ | 9.31 | 7.1 | $ | 7,078,163 | |||||||||||
Summary of Nonvested Service Period Stock Options | A summary of the nonvested performance-based options as of December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | ||||||||||||||||
Number of | Weighted-Average | ||||||||||||||||
Options | Grant-Date Fair | ||||||||||||||||
Value Per Share | |||||||||||||||||
Outstanding at January 1, 2014 | 680,753 | $ | 5.85 | ||||||||||||||
Granted | 255,585 | 6.41 | |||||||||||||||
Modified from Exit Event Options to Performance Based Options | 657,693 | 9.31 | |||||||||||||||
Modified from Performance Based Options to Service Period Stock Options | (680,753 | ) | (5.85 | ) | |||||||||||||
Nonvested as of December 31, 2014 | 913,278 | $ | 8.5 | ||||||||||||||
Exit Event Options | |||||||||||||||||
Summary of Stock Option Outstanding and Changes under the Plans | A summary of exit event stock options outstanding and changes under the plans during the year ended December 31, 2014 is presented below: | ||||||||||||||||
Options | Shares | Weighted | Average | Aggregate | |||||||||||||
Average | Remaining | Intrinsic | |||||||||||||||
Exercise Price | Contractual Term | Value | |||||||||||||||
Outstanding at December 31, 2012 | 873,508 | $ | 7.1 | ||||||||||||||
Granted | 5,177 | 7.1 | |||||||||||||||
Forfeited | (1,761 | ) | 7.1 | ||||||||||||||
Outstanding at December 31, 2013 | 876,924 | 7.1 | |||||||||||||||
Cancelled | (219,231 | ) | 7.1 | ||||||||||||||
Modified from Exit Event Options to Performance Based Options | (657,693 | ) | 7.1 | ||||||||||||||
Outstanding at December 31, 2014 | — | — | — | — | |||||||||||||
Summary of Nonvested Service Period Stock Options | No exit event options were exercisable at December 31, 2013, or 2012. A summary of the nonvested service period stock options as of December 31, 2014, and changes during the year ended December 31, 2014, is presented below: | ||||||||||||||||
Number | Weighted-Average | ||||||||||||||||
of Options | Grant-Date Fair | ||||||||||||||||
Value Per Share | |||||||||||||||||
Outstanding at January 1, 2014 | 876,924 | $ | 5.85 | ||||||||||||||
Cancelled | (219,231 | ) | 5.85 | ||||||||||||||
Modified from Exit Event Options to Performance Based Options | (657,693 | ) | 5.85 | ||||||||||||||
Nonvested as of December 31, 2014 | — | ||||||||||||||||
Net_Loss_Attributable_to_Commo1
Net Loss Attributable to Common Stockholders (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Schedule of Net Income Attributable to Common Stockholders | The computation of net income attributable to common stockholders is as follows: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Net Loss | $ | (37,339,017 | ) | $ | (21,687,155 | ) | $ | (18,656,498 | ) | ||||
Preferred stock dividends on Series B and Series C | (11,286,193 | ) | (8,595,504 | ) | (7,953,448 | ) | |||||||
Additional loss attributable to common stockholders upon conversion of Series C Preferred Stock into common stock | (82,654,683 | ) | |||||||||||
Net Loss attributable to common stockholders | $ | (131,279,893 | ) | $ | (30,282,659 | ) | $ | (26,609,946 | ) | ||||
Schedule of Antidilutive Securities | The potentially dilutive securities excluded from the determination of diluted loss per share, as their effect is antidilutive, are as follows: | ||||||||||||
Year ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Convertible Preferred Series C (on an as-if converted basis) | — | 7,713,455 | 7,598,805 | ||||||||||
Service Period Stock Options | 1,220,739 | 1,092,604 | 1,094,618 | ||||||||||
Warrants | 61,117 | 61,117 | 61,117 | ||||||||||
1,281,856 | 8,867,176 | 8,754,540 | |||||||||||
Concentrations_Tables
Concentrations (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Risks And Uncertainties [Abstract] | |||||||||||||
Net Sales by Class of Retail | |||||||||||||
Net Sales by Class of Retail – The following table sets forth net sales by class of retail. | |||||||||||||
Twelve months ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Grocery and Mass (1) | $ | 65,212,966 | $ | 49,731,873 | $ | 33,985,199 | |||||||
Pet Specialty, Natural and Other (2) | 21,551,146 | 13,418,903 | 9,534,262 | ||||||||||
Net Sales | $ | 86,764,112 | $ | 63,150,776 | $ | 43,519,461 | |||||||
-1 | Includes club retail class | ||||||||||||
-2 | Other sales represent less than 1% of net sales |
Unaudited_Quarterly_Results_Ta
Unaudited Quarterly Results (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Schedule of Unaudited Quarterly Results | Unaudited quarterly results for the years ended December 31, 2014, 2013, and 2012 were as follows: | ||||||||||||||||
First | Second | Third | Fourth | ||||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
2014:00:00 | |||||||||||||||||
Net sales | 19,350,197 | 20,386,038 | 22,519,672 | 24,508,205 | |||||||||||||
Gain (loss) from operations | (2,301,404 | ) | (3,328,420 | ) | (1,338,419 | ) | 550,551 | ||||||||||
Net loss | (5,142,223 | ) | (6,266,803 | ) | (9,483,241 | ) | (16,446,750 | ) | |||||||||
Net loss attributable to common stockholders (1) | (7,485,640 | ) | (10,771,077 | ) | (12,380,254 | ) | (100,642,922 | ) | |||||||||
Basic earnings per common share | (0.53 | ) | (0.77 | ) | (1.19 | ) | (4.35 | ) | |||||||||
Diluted earnings per common share | (0.53 | ) | (0.77 | ) | (1.19 | ) | (4.35 | ) | |||||||||
2013:00:00 | |||||||||||||||||
Net sales | 13,885,185 | 14,846,366 | 16,698,903 | 17,720,322 | |||||||||||||
Loss from operations | (3,147,240 | ) | (3,205,977 | ) | (4,182,320 | ) | (1,845,139 | ) | |||||||||
Net loss | (4,719,104 | ) | (5,253,194 | ) | (6,495,643 | ) | (5,219,214 | ) | |||||||||
Net loss attributable to common stockholders | (6,751,248 | ) | (7,364,129 | ) | (8,647,369 | ) | (7,519,913 | ) | |||||||||
Basic earnings per common share | (0.65 | ) | (0.71 | ) | (0.83 | ) | (0.72 | ) | |||||||||
Diluted earnings per common share | (0.65 | ) | (0.71 | ) | (0.83 | ) | (0.72 | ) | |||||||||
2012:00:00 | |||||||||||||||||
Net sales | 9,382,537 | 10,536,726 | 11,226,549 | 12,373,649 | |||||||||||||
Loss from operations | (4,104,712 | ) | (3,517,450 | ) | (4,671,886 | ) | (2,453,143 | ) | |||||||||
Net loss | (4,388,417 | ) | (4,178,740 | ) | (6,017,866 | ) | (4,071,475 | ) | |||||||||
Net loss attributable to common stockholders | (6,342,042 | ) | (6,151,618 | ) | (8,020,532 | ) | (6,095,754 | ) | |||||||||
Basic earnings per common share | (0.61 | ) | (0.59 | ) | (0.77 | ) | (0.59 | ) | |||||||||
Diluted earnings per common share | (0.61 | ) | (0.59 | ) | (0.77 | ) | (0.59 | ) | |||||||||
-1 | See note 9 for further detail over the dividend accretion that is included within net loss attributable to common stockholders. |
Nature_of_the_Business_and_Sum2
Nature of the Business and Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 12 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 | |
OperatingSegment | ||||
Number of operating segments | 1 | |||
Property plant and equipment depreciation method | The Company provides for depreciation on the straight-line method by charges to income at rates based upon estimated recovery periods | |||
Deferred tax asset valuation allowance | 100.00% | 100.00% | ||
Advertising expense | $14,231,930 | $12,037,402 | $10,666,163 | |
Shipping and handling cost | $9,447,406 | $6,872,953 | $5,170,367 | |
Furniture and Office Equipment | ||||
Estimated useful life | 7 years | |||
Automotive Equipment | ||||
Estimated useful life | 5 years | |||
Refrigeration Equipment | ||||
Estimated useful life | 9 years | |||
Refrigeration Equipment | Minimum | ||||
Estimated useful life | 6 years | |||
Refrigeration Equipment | Maximum | ||||
Estimated useful life | 9 years | |||
Machinery and Equipment | Minimum | ||||
Estimated useful life | 5 years | |||
Machinery and Equipment | Maximum | ||||
Estimated useful life | 10 years | |||
Building and Improvements | Minimum | ||||
Estimated useful life | 15 years | |||
Building and Improvements | Maximum | ||||
Estimated useful life | 39 years |
Inventories_Summary_of_Invento
Inventories - Summary of Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory Disclosure [Abstract] | ||
Raw materials | $2,321,458 | $1,431,422 |
Packaging components material | 1,158,967 | 805,424 |
Finished goods | 3,905,219 | 3,459,707 |
Inventory gross | 7,385,644 | 5,696,553 |
Reserve for obsolescence | -71,493 | -184,328 |
Inventory net | $7,314,151 | $5,512,225 |
Property_Plant_and_Equipment_S
Property, Plant and Equipment - Summary of Property, Plant and Equipment, Net (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $82,164,536 | $69,968,114 |
Less: Accumulated depreciation and amortization | -24,338,575 | -21,204,082 |
Property, plant and equipment, net | 57,825,961 | 48,764,032 |
Refrigeration Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 47,789,991 | 35,649,423 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 19,677,778 | 20,767,207 |
Building and Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,985,917 | 9,892,291 |
Furniture and Office Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,826,249 | 1,727,248 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 627,962 | 1,474,741 |
Construction in Progress | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,941,754 | 143,274 |
Automotive Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property, plant and equipment, gross | $314,885 | $313,930 |
Property_Plant_and_Equipment_A
Property, Plant and Equipment - Additional Information (Details) (USD $) | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2015 | |
Property Plant And Equipment [Line Items] | ||||||
Depreciation and amortization | $6,424,813 | $5,945,077 | $4,728,005 | |||
Cost of goods sold, depreciation and amortization | 2,453,883 | 2,204,282 | 803,654 | |||
Leasehold Improvements | ||||||
Property Plant And Equipment [Line Items] | ||||||
Restructuring and Related Cost, Accelerated Depreciation | 827,370 | |||||
Refrigeration Equipment | ||||||
Property Plant And Equipment [Line Items] | ||||||
Estimated useful life | 9 years | |||||
Reduction in refrigeration equipment | -1,800,000 | |||||
Refrigeration Equipment | Scenario, Forecast | ||||||
Property Plant And Equipment [Line Items] | ||||||
Reduction in refrigeration equipment | -2,000,000 | |||||
Refrigeration Equipment | Scenario, Previously Reported | ||||||
Property Plant And Equipment [Line Items] | ||||||
Estimated useful life | 6 years | |||||
Property, Plant and Equipment | ||||||
Property Plant And Equipment [Line Items] | ||||||
Depreciation and amortization | $6,356,736 | $5,945,077 | $4,593,668 |
Income_Taxes_Summary_of_Income
Income Taxes - Summary of Income Taxes (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Current: | |||
State | $41,753 | $31,525 | $32,776 |
Deferred income taxes | $41,753 | $31,525 | $32,776 |
Income_Taxes_Schedule_of_Recon
Income Taxes - Schedule of Reconciliation of the Statutory Federal Income Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Abstract] | |||
Tax at federal statutory rate | 34.00% | 34.00% | 34.00% |
State taxes, net of federal | 0.13% | -0.10% | 0.11% |
Permanent items | -18.40% | -0.37% | -0.84% |
Other | -1.58% | 0.33% | 0.55% |
Valuation allowance | -14.26% | -34.00% | -34.00% |
Effective tax rate | -0.11% | -0.14% | -0.18% |
Income_Taxes_Significant_Porti
Income Taxes - Significant Portions of the Deferred Tax Assets and Deferred Tax Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Assets Net [Abstract] | |||
Net deferred tax asset carryforward | $59,942,144 | $48,735,783 | $41,034,013 |
Fees on debt guarantee | 2,692,877 | 721,670 | |
Stock option expense | 1,742,186 | 1,028,880 | 707,505 |
Property and equipment | -4,605,896 | -1,675,683 | 454,480 |
Other | 48,224 | 1,026,231 | 1,284,161 |
Less: Valuation allowance | ($57,126,658) | ($51,808,088) | ($44,201,829) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax [Line Items] | |||
Net deferred tax asset carryforward | $59,942,144 | $48,735,783 | $41,034,013 |
Uncertain tax positions | 0 | ||
Income tax interest and penalties expense | 0 | 0 | |
New Jersey | |||
Income Tax [Line Items] | |||
Net deferred tax asset carryforward | 124,504,677 | ||
New Jersey | Minimum | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards, expiration year | 2015 | ||
New Jersey | Maximum | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards, expiration year | 2034 | ||
Federal | |||
Income Tax [Line Items] | |||
Net deferred tax asset carryforward | $162,996,989 | ||
Federal | Minimum | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards, expiration year | 2025 | ||
Federal | Maximum | |||
Income Tax [Line Items] | |||
Net operating loss carryforwards, expiration year | 2034 |
Income_Taxes_Net_Deferred_Tax_
Income Taxes - Net Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Deferred Tax Assets Net [Abstract] | |||
Total deferred tax assets | $61,732,553 | $53,483,771 | $44,201,829 |
Total deferred tax liabilities | -4,605,895 | -1,675,683 | |
Valuation allowance | ($57,126,658) | ($51,808,088) | ($44,201,829) |
Accrued_Expenses_Summary_of_Ac
Accrued Expenses - Summary of Accrued Expenses (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Payables And Accruals [Abstract] | ||
Accrued payroll | $1,802,756 | $1,131,880 |
Other accrued expenses | 383,679 | 259,018 |
Other accrued interest | 22,500 | 307,064 |
Accrued marketing | 127,028 | |
Accrued freight | 97,561 | 166,472 |
Accrued chiller maintenance | 349,792 | 43,047 |
Accrued sales and use tax | 155,000 | |
Accrued expenses | $2,938,316 | $1,907,481 |
Debt_Additional_Information_De
Debt - Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 13, 2014 | Dec. 23, 2014 | Oct. 23, 2014 | |
Debt Instrument [Line Items] | ||||||
Debt outstanding | $0 | |||||
Accrued interest paid | 4,702,333 | 2,926,355 | 1,466,346 | |||
Accrued interest | 667,110 | |||||
Common stock, shares issued | 33,468,342 | 10,421,419 | ||||
Notes payable | 75,000,000 | |||||
Payments of revolving notes payable | 88,000,000 | |||||
Amortization of deferred financing costs and loan discount | 916,322 | 238,925 | 105,028 | |||
$40,000,000 Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, face amount | 40,000,000 | |||||
$2,000,000 Convertible Shareholder Note | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 2,000,000 | |||||
Convertible notes, face amount | 2,000,000 | |||||
Convertible notes issuance price as percentage of face value | 98.00% | |||||
Convertible notes interest accrual, start date | 7-Dec-14 | |||||
$2,000,000 Convertible Shareholder Note | Redeemable Preferred Stock Series C | ||||||
Debt Instrument [Line Items] | ||||||
Debt note convertible conversion price | $5.25 | |||||
$1,500,000 10% Note | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 1,500,000 | |||||
Debt instrument stated percentage | 10.00% | |||||
Debt instrument, maturity date | 23-Dec-20 | |||||
Debt instrument, description | In connection with the issuance of these notes in February 2010, for every $16.39 that was borrowed with the notes, one share of common stock was issued to the lender. | |||||
Debt note convertible conversion price | $16.39 | |||||
Common stock, shares issued | 91,528 | |||||
Fair value of common stock issued | $6.56 | |||||
Unamortized discount | 387,688 | |||||
Payments of revolving notes payable | 1,500,000 | |||||
$1,500,000 10% Note | IPO | ||||||
Debt Instrument [Line Items] | ||||||
Accrued interest paid | 854,925 | |||||
Accrued interest | 667,110 | |||||
$27,000,000 Revolving Note Payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt outstanding | 24,000,000 | |||||
Debt instrument, face amount | 27,000,000 | |||||
Debt instrument, maturity date | 31-Oct-15 | |||||
Accrued interest paid | 198,084 | |||||
Line of credit facility, unused capacity, commitment fee percentage | 1.00% | |||||
Line of credit facility, collateral fees amount | 3,000,000 | |||||
Line of credit facility, interest rate description | Base Rate was defined as the rate of interest publicly quoted by The Wall Street Journal as the “base rate on corporate loans posted by at least 75% of the nation’s 30 largest banks.†If the Company elected to utilize the LIBOR Rate, it could elect to use a 1, 2, or 3 month LIBOR Rate with the interest payable upon the last day of the interest period applicable to the Company’s LIBOR rate election. Interest for the Base Rate loan was payable monthly with the balance of any outstanding advances due at maturity. | |||||
Notes payable | 24,000,000 | 15,000,000 | ||||
Payments of revolving notes payable | 24,000,000 | |||||
$27,000,000 Revolving Note Payable | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 8.00% | |||||
$27,000,000 Revolving Note Payable | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 6.00% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, face amount | 40,000,000 | |||||
Revolving Credit Facility | $40,000,000 Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 40,000,000 | |||||
Credit facility, face amount | 10,000,000 | |||||
Credit facility term | 3 years | |||||
Increase in credit facility | 10,000,000 | |||||
Revolving Credit Facility | LIBOR Rate | $40,000,000 Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 4.75% | |||||
Revolving Credit Facility | LIBOR Rate | $40,000,000 Credit Facilities | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 3.75% | |||||
Revolving Credit Facility | LIBOR Rate | $40,000,000 Credit Facilities | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 4.75% | |||||
Revolving Credit Facility | Base Rate | $40,000,000 Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 3.75% | |||||
Revolving Credit Facility | Base Rate | $40,000,000 Credit Facilities | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 2.75% | |||||
Revolving Credit Facility | Base Rate | $40,000,000 Credit Facilities | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 3.75% | |||||
$62,500,000 Revolving Note Payable | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | 62,500,000 | |||||
Accrued interest paid | 198,469 | |||||
Line of credit facility, interest rate description | Base rate was defined as the greater of the Prime Rate on the date of the borrowing and the Federal Funds Effective Rate plus 0.5%. Interest on Base Rate Loans were payable monthly, LIBOR Rate loans were payable at the end of the selected interest rate. | |||||
Notes payable | 62,500,000 | 60,000,000 | ||||
Line of credit, maturity date | 1-May-16 | |||||
Payments of revolving notes payable | 62,500,000 | |||||
Amortization of deferred financing costs and loan discount | 311,458 | |||||
$62,500,000 Revolving Note Payable | LIBOR Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 3.25% | |||||
$62,500,000 Revolving Note Payable | Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility, interest rate | 2.25% | |||||
Term Facility | $40,000,000 Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, face amount | 18,000,000 | |||||
Credit facility term | 5 years | |||||
Extinguishment amount of debt | 18,000,000 | |||||
Additional Term Loan | $40,000,000 Credit Facilities | ||||||
Debt Instrument [Line Items] | ||||||
Credit facility, face amount | 12,000,000 | |||||
Increase in credit facility | $30,000,000 |
Debt_Summary_of_Cash_Flow_Rela
Debt - Summary of Cash Flow Related To Debt (Details) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Borrowings on long-term debt | |
Total borrowings on long-term debt | $11,500,000 |
Repayment on long-term debt | |
Total repayment of long-term debt | -88,000,000 |
$27,000,000 Revolving Note Payable | |
Borrowings on long-term debt | |
Total borrowings on long-term debt | 9,000,000 |
Repayment on long-term debt | |
Total repayment of long-term debt | -24,000,000 |
$62,500,000 Revolving Note Payable | |
Borrowings on long-term debt | |
Total borrowings on long-term debt | 2,500,000 |
Repayment on long-term debt | |
Total repayment of long-term debt | -62,500,000 |
$1,500,000 10% Note | |
Repayment on long-term debt | |
Total repayment of long-term debt | -1,500,000 |
$40,000,000 Credit Facilities | Revolving Credit Facility | |
Net borrowings on short-term debt | |
Borrowings on $40,000,000 Credit Facilities | 18,000,000 |
Repayment of $40,000,000 Credit Facilities | -18,000,000 |
$2,000,000 Convertible Shareholder Note | |
Net borrowings on short-term debt | |
Borrowings on $2,000,000 Convertible Shareholder Note | 2,000,000 |
Repayment of $2,000,000 Convertible Shareholder Note | ($2,000,000) |
Debt_Summary_of_Cash_Flow_Rela1
Debt - Summary of Cash Flow Related To Debt (Parenthetical) (Details) (USD $) | Dec. 31, 2014 |
$27,000,000 Revolving Note Payable | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $27,000,000 |
$62,500,000 Revolving Note Payable | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | 62,500,000 |
$1,500,000 10% Note | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | 1,500,000 |
Debt instrument stated percentage | 10.00% |
$40,000,000 Credit Facilities | Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | 40,000,000 |
$2,000,000 Convertible Shareholder Note | |
Debt Instrument [Line Items] | |
Debt instrument, face amount | $2,000,000 |
Commitment_Future_Rental_Dues_
Commitment - Future Rental Dues on Leases (Details) (USD $) | Dec. 31, 2014 |
Operating Leases Future Minimum Payments Due [Abstract] | |
2015 | $370,318 |
2016 | 348,153 |
2017 | 29,013 |
Future minimum rental payments | $747,484 |
Commitment_Additional_Informat
Commitment - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Operating Leases Future Minimum Payments Due [Abstract] | |||
Rent expense related to non-cancelable operating leases | $404,438 | $481,269 | $326,523 |
Redeemable_Preferred_Stock_Add
Redeemable Preferred Stock - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Nov. 13, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Temporary Equity [Line Items] | |||||
Common stock share split ratio | 0.7396 | ||||
Cumulative dividends accrued | $19,687,856 | ||||
IPO | |||||
Temporary Equity [Line Items] | |||||
Debt conversion converted instrument shares issued | 11,067,090 | ||||
Redeemable Preferred Stock Series B | |||||
Temporary Equity [Line Items] | |||||
Dividend rate percentage | 15.00% | ||||
Dividends accrued | 4,271,550 | 4,215,230 | 3,638,052 | ||
Cumulative dividends accrued | 23,840,008 | ||||
Redeemable Preferred Stock Series B | IPO | |||||
Temporary Equity [Line Items] | |||||
Redeemed outstanding shares value | 34,998,957 | ||||
Redeemable Preferred Stock Series C | |||||
Temporary Equity [Line Items] | |||||
Dividend rate percentage | 8.00% | ||||
Dividends accrued | 7,014,643 | 4,380,274 | 4,315,396 | ||
Cumulative dividends accrued | 12,672,925 | ||||
Loss to common shareholders | 82,654,683 | ||||
Proceeds received | $64,341,539 | [1] | |||
Redeemable Preferred Stock Series C | IPO | |||||
Temporary Equity [Line Items] | |||||
Debt conversion converted instrument shares issued | 1,832,531 | ||||
Convertible preferred stock shares issued upon conversion | 2,477,756 | ||||
[1] | Represents the cash proceeds received, net of issuance costs, by the company from Series C investors throughout the life of the security. |
Redeemable_Preferred_Stock_Sum
Redeemable Preferred Stock - Summary of Cumulative Dividends (Details) (USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 13, 2014 | ||
Temporary Equity [Line Items] | |||||
Cumulative dividend accretion at December 31, 2013 | ($19,687,856) | ||||
Redeemable Preferred Stock Series C | |||||
Temporary Equity [Line Items] | |||||
Fair value per Series C share on November 13, 2014 (date of conversion) | 166,683,790 | ||||
Cash proceeds received, net of issuance costs | -64,341,539 | [1] | |||
Cumulative dividend accretion at December 31, 2013 | -12,672,925 | ||||
Preferred Stock dividend accretion | -7,014,643 | -4,380,274 | -4,315,396 | ||
Loss to common shareholders | $82,654,683 | ||||
[1] | Represents the cash proceeds received, net of issuance costs, by the company from Series C investors throughout the life of the security. |
Warrant_Additional_Information
Warrant - Additional Information (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Warrants And Rights Note Disclosure [Abstract] | ||
Warrant issued to purchase shares of voting common stock | 61,117 | |
Warrant issued to purchase shares of voting common stock, per share | $6.28 | |
Warrant conversion period | 2017-10 | |
Accrued warrants | $706,940 | $369,564 |
Guarantee_Agreement_Additional
Guarantee Agreement - Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Nov. 13, 2014 | Dec. 31, 2013 | |
Guarantee Obligations [Line Items] | |||
Notes payable | $75,000,000 | ||
Percentage of contingent fee | 10.00% | ||
Percent of voting control | 50.00% | ||
IPO | |||
Guarantee Obligations [Line Items] | |||
Debt conversion converted instrument shares issued | 11,067,090 | ||
$62,500,000 Revolving Note Payable | |||
Guarantee Obligations [Line Items] | |||
Notes payable | $62,500,000 | $60,000,000 | |
Redeemable Preferred Stock Series C | |||
Guarantee Obligations [Line Items] | |||
Preferred stock, shares issued price | $5.25 | ||
Redeemable Preferred Stock Series C | IPO | |||
Guarantee Obligations [Line Items] | |||
Convertible preferred stock shares issued upon conversion | 2,477,756 | ||
Debt conversion converted instrument shares issued | 1,832,531 |
Equity_Incentive_Plans_Additio
Equity Incentive Plans - Additional Information (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2006 | Dec. 31, 2010 | Nov. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation | $1,563,976 | $978,352 | $1,118,705 | |||
Restricted stock units granted | 24,166 | |||||
Weighted-Average Grant-Date Fair Value Per Share, Granted | $8.35 | $5.40 | $5.55 | |||
Performance Based Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total unrecognized compensation cost | 7,623,690 | |||||
Exercisable at end of period, shares | 0 | 0 | 0 | |||
Weighted-Average Grant-Date Fair Value Per Share, Granted | $6.41 | |||||
Performance Based Options | Incurred in 2015 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation cost recognized during period | 3,495,497 | |||||
Performance Based Options | Incurred in 2016 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation cost recognized during period | 3,565,203 | |||||
Performance Based Options | Incurred in 2017 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation cost recognized during period | 562,990 | |||||
Service Period Stock Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Total intrinsic value of options exercised | 0 | 6,559 | 0 | |||
Total unrecognized compensation cost | 7,090,519 | |||||
Exercisable at end of period, shares | 1,064,565 | |||||
Weighted-Average Grant-Date Fair Value Per Share, Granted | $6.34 | |||||
Service Period Stock Options | Incurred in 2015 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation cost recognized during period | 3,574,546 | |||||
Service Period Stock Options | Incurred in 2016 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation cost recognized during period | 3,065,920 | |||||
Service Period Stock Options | Incurred in 2017 | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Compensation cost recognized during period | 450,053 | |||||
Exit Event Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Exercisable at end of period, shares | 0 | 0 | ||||
2006 Stock Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options, number of shares granted | 624,223 | |||||
Stock options vesting period | 5 years | |||||
Stock options, available for grant | 0 | |||||
2006 Stock Plan | Minimum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted maximum contractual terms | 5 years | |||||
2006 Stock Plan | Maximum | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options granted maximum contractual terms | 10 years | |||||
2010 Stock Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options, number of shares granted | 2,146,320 | |||||
Stock options vesting period | 4 years | |||||
Stock options, available for grant | 0 | 2,220,280 | ||||
Options granted maximum contractual terms | 10 years | |||||
2010 Stock Plan | Performance Based Options | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options vesting period | 2 years | |||||
2014 Omnibus Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options, number of shares granted | 1,479,200 | |||||
Stock options vesting period | 3 years | |||||
Stock options, available for grant | 943,198 | |||||
Cost of Sales | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation | 71,669 | 90,614 | 107,067 | |||
Selling, General and Administrative Expenses | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Share-based compensation | $1,492,307 | $887,738 | $1,011,638 |
Equity_Incentive_Plans_Summary
Equity Incentive Plans - Summary of Stock Option Outstanding and Changes under the Plans (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Service Period Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares, Outstanding Beginning Balance | 1,082,740 | 1,095,412 | |
Shares, Granted | 255,585 | ||
Shares, Exercised | 0 | -7,953 | |
Shares, Forfeited | -741 | -4,719 | |
Shares, Outstanding Ending Balance | 2,018,337 | 1,082,740 | |
Shares, Modified from Performance Based Options to Service Period Stock Options | 680,753 | ||
Exercisable at end of period, shares | 1,064,565 | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $6.91 | $6.82 | |
Weighted Average Exercise Price, Granted | $15 | ||
Weighted Average Exercise Price, Modified from Performance Based Options to Service Period Stock Options | $7.10 | ||
Weighted Average Exercise Price, Exercised | $6.28 | ||
Weighted Average Exercise Price, Forfeited | $6.27 | $6.72 | |
Weighted Average Exercise Price, Outstanding Ending Balance | $7.91 | $6.91 | |
Weighted Average Exercise Price, Exercisable | $6.81 | ||
Average Remaining Contractual Term, Outstanding | 5 years 9 months 18 days | ||
Average Remaining Contractual Term, Exercisable | 4 years 6 months | ||
Aggregate Intrinsic Value, Outstanding | $18,391,809 | ||
Aggregate Intrinsic Value, Exercisable | 10,914,048 | ||
Performance Based Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares, Outstanding Beginning Balance | 680,753 | 674,942 | |
Shares, Granted | 255,585 | 11,094 | |
Shares, Modified from Exit Event Options to Performance Based Options | 657,693 | ||
Shares, Forfeited | -5,283 | ||
Shares, Outstanding Ending Balance | 913,278 | 680,753 | |
Shares, Modified from Performance Based Options to Service Period Stock Options | 680,753 | ||
Exercisable at end of period, shares | 0 | 0 | 0 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $7.10 | $7.10 | |
Weighted Average Exercise Price, Granted | $15 | $7.10 | |
Weighted Average Exercise Price, Modified from Exit Event Options to Performance Based Options | $7.10 | ||
Weighted Average Exercise Price, Modified from Performance Based Options to Service Period Stock Options | $7.10 | ||
Weighted Average Exercise Price, Forfeited | $7.10 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | $9.31 | $7.10 | |
Average Remaining Contractual Term, Outstanding | 7 years 1 month 6 days | ||
Aggregate Intrinsic Value, Outstanding | $7,078,163 | ||
Exit Event Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Shares, Outstanding Beginning Balance | 876,924 | 873,508 | |
Shares, Granted | 5,177 | ||
Shares, Modified from Exit Event Options to Performance Based Options | -657,693 | ||
Shares, Forfeited | -1,761 | ||
Shares, Outstanding Ending Balance | 876,924 | ||
Exercisable at end of period, shares | 0 | 0 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $7.10 | $7.10 | |
Weighted Average Exercise Price, Granted | $7.10 | ||
Weighted Average Exercise Price, Modified from Exit Event Options to Performance Based Options | $7.10 | ||
Weighted Average Exercise Price, Forfeited | $7.10 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | $7.10 | ||
Average Remaining Contractual Term, Outstanding | 0 years | ||
Number of Options, Cancelled | -219,231 | ||
Weighted Average Exercise Price, Cancelled | $7.10 |
Equity_Incentive_Plans_Summary1
Equity Incentive Plans - Summary of Nonvested Service Period Stock Options (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Weighted-Average Grant-Date Fair Value Per Share, Granted | $8.35 | $5.40 | $5.55 |
Service Period Stock Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Nonvested Beginning Balance | 189,234 | ||
Shares, Granted | 255,585 | ||
Shares, Modified from Performance Based Options to Service Period Stock Options | 680,753 | ||
Number of Options, Vested | -171,059 | ||
Number of Options, Forfeited | -741 | ||
Number of Options, Nonvested Ending Balance | 953,772 | ||
Weighted-Average Grant-Date Fair Value Per Share, Nonvested Beginning Balance | $6.02 | ||
Weighted-Average Grant-Date Fair Value Per Share, Granted | $6.34 | ||
Weighted Average Grant-Date Fair Value Per Shares, Modified from Performance Based Options to Service Period Stock Options | $8.90 | ||
Weighted-Average Grant-Date Fair Value Per Share, Vested | $5.83 | ||
Weighted-Average Grant-Date Fair Value Per Share, Forfeited | $6.25 | ||
Weighted-Average Grant-Date Fair Value Per Share, Nonvested Ending Balance | $8.16 | ||
Performance Based Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Nonvested Beginning Balance | 680,753 | ||
Shares, Granted | 255,585 | 11,094 | |
Shares, Modified from Exit Event Options to Performance Based Options | 657,693 | ||
Shares, Modified from Performance Based Options to Service Period Stock Options | 680,753 | ||
Number of Options, Nonvested Ending Balance | 913,278 | 680,753 | |
Weighted-Average Grant-Date Fair Value Per Share, Nonvested Beginning Balance | $5.85 | ||
Weighted-Average Grant-Date Fair Value Per Share, Granted | $6.41 | ||
Weighted Average Grant-Date Fair Value Per Share, Modified from Exit Event Options to Performance Based Options | $9.31 | ||
Weighted-Average Grant-Date Fair Value Per Share, Nonvested Ending Balance | $8.50 | $5.85 | |
Weighted Average Grant-Date Fair Value Per Share, Modified from Performance Based Options to Service Period Stock Options | ($5.85) | ||
Exit Event Options | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Options, Nonvested Beginning Balance | 876,924 | ||
Shares, Granted | 5,177 | ||
Shares, Modified from Exit Event Options to Performance Based Options | -657,693 | ||
Number of Options, Nonvested Ending Balance | 876,924 | ||
Weighted-Average Grant-Date Fair Value Per Share, Nonvested Beginning Balance | $5.85 | ||
Weighted-Average Grant-Date Fair Value Per Share, Cancelled | $5.85 | ||
Weighted Average Grant-Date Fair Value Per Share, Modified from Exit Event Options to Performance Based Options | $5.85 | ||
Weighted-Average Grant-Date Fair Value Per Share, Nonvested Ending Balance | $5.85 | ||
Number of Options, Cancelled | -219,231 | ||
Number of Options, Modified from Exit Event Options to Performance Based Options | -657,693 |
Equity_Incentive_Plans_Expecte
Equity Incentive Plans - Expected Dividend Yield Valuation Model (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 41.90% | 86.00% | 91.20% |
Average expected term in years | 7 years | 7 years | |
Risk-free interest rate | 1.70% | 1.20% | |
Risk-free interest rate, minimum | 1.01% | ||
Risk-free interest rate, maximum | 2.09% | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Maximum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Average expected term in years | 3 years 10 months 24 days | ||
Minimum | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Average expected term in years | 6 years 7 months 6 days |
Net_Loss_Attributable_to_Commo2
Net Loss Attributable to Common Stockholders - Schedule of Net Income Attributable to Common Stockholders (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||
Earnings Per Share Basic [Line Items] | |||||||||||||||||||
Net loss | ($16,446,750) | ($9,483,241) | ($6,266,803) | ($5,142,223) | ($5,219,214) | ($6,495,643) | ($5,253,194) | ($4,719,104) | ($4,071,475) | ($6,017,866) | ($4,178,740) | ($4,388,417) | ($37,339,017) | ($21,687,155) | ($18,656,498) | ||||
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS | -100,642,922 | [1] | -12,380,254 | [1] | -10,771,077 | [1] | -7,485,640 | [1] | -7,519,913 | -8,647,369 | -7,364,129 | -6,751,248 | -6,095,754 | -8,020,532 | -6,151,618 | -6,342,042 | -131,279,893 | -30,282,659 | -26,609,946 |
Series B and Series C Preferred Stock | |||||||||||||||||||
Earnings Per Share Basic [Line Items] | |||||||||||||||||||
Preferred stock dividends on Series B and Series C | -11,286,193 | -8,595,504 | -7,953,448 | ||||||||||||||||
Convertible Preferred Series C | |||||||||||||||||||
Earnings Per Share Basic [Line Items] | |||||||||||||||||||
Additional loss attributable to common stockholders upon conversion of Series C Preferred Stock into common stock | ($82,654,683) | ||||||||||||||||||
[1] | See note 9 for further detail over the dividend accretion that is included within net loss attributable to common stockholders. |
Net_Loss_Attributable_to_Commo3
Net Loss Attributable to Common Stockholders - Schedule of Antidilutive Securities (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities | 1,281,856 | 8,867,176 | 8,754,540 |
Convertible Preferred Series C | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities | 7,713,455 | 7,598,805 | |
Service Period Stock Options | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities | 1,220,739 | 1,092,604 | 1,094,618 |
Warrants | |||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | |||
Antidilutive Securities | 61,117 | 61,117 | 61,117 |
Retirement_Plan_Additional_Inf
Retirement Plan - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Compensation And Retirement Disclosure [Abstract] | |||
Active participants contributions percentage | 25.00% | ||
Company contribution amount | $307,754 | $196,054 | $180,098 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Percentage of contingent fee | 10.00% | ||
Revolving Credit Facility | |||
Related Party Transaction [Line Items] | |||
Revolving note payable | $40,000,000 | ||
Beneficial Owner | |||
Related Party Transaction [Line Items] | |||
Percentage of contingent fee | 10.00% | ||
Beneficial Owner | Revolving Credit Facility | |||
Related Party Transaction [Line Items] | |||
Revolving note payable | 62,500,000 | ||
Distribution Services | |||
Related Party Transaction [Line Items] | |||
Payments made to a stockholder for distribution services | 8,900,444 | 6,146,245 | 4,882,534 |
Purchases of Raw Materials | |||
Related Party Transaction [Line Items] | |||
Payments made to a stockholder for distribution services | 5,545,835 | 4,658,118 | 3,059,658 |
Rent and Associated Utilities and Maintenance | |||
Related Party Transaction [Line Items] | |||
Payments made to a stockholder for distribution services | 175,399 | 678,371 | 707,686 |
Employee, Board Member, Subsidiary or Affiliates | |||
Related Party Transaction [Line Items] | |||
Payments made to a stockholder for distribution services | $0 |
Concentrations_Additional_Info
Concentrations - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Customer | Customer | Customer | |
Customer Concentration Risk | Sales Revenue Net | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 22.00% | 28.00% | 20.00% |
Number of customers | 3 | 3 | 3 |
Supplier Concentration Risk | Purchases of Raw Materials | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 54.00% | 56.00% | 58.00% |
Number of vendors | 3 | 3 | 3 |
Supplier Concentration Risk | Finished Goods | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 96.00% | 78.00% | 76.00% |
Number of vendors | 3 | 3 | 3 |
Supplier Concentration Risk | Packaging Materials | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 74.00% | 67.00% | |
Number of vendors | 3 | 3 | |
Customer One | Customer Concentration Risk | Sales Revenue Net | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 11.00% | 14.00% | |
Number of customers | 1 | 1 | |
Maximum | |||
Concentration Risk [Line Items] | |||
Cash, FDIC insured amount | 250,000 |
Concentrations_Net_Sales_by_Cl
Concentrations - Net Sales by Class of Retail (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Concentration Risk [Line Items] | ||||||||||||||||||
NET SALES | $24,508,205 | $22,519,672 | $20,386,038 | $19,350,197 | $17,720,322 | $16,698,903 | $14,846,366 | $13,885,185 | $12,373,649 | $11,226,549 | $10,536,726 | $9,382,537 | $86,764,112 | $63,150,776 | $43,519,461 | |||
Grocery and Mass | ||||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||||
NET SALES | 65,212,966 | [1] | 49,731,873 | [1] | 33,985,199 | [1] | ||||||||||||
Pet Specialty, Natural and Other | ||||||||||||||||||
Concentration Risk [Line Items] | ||||||||||||||||||
NET SALES | $21,551,146 | [2] | $13,418,903 | [2] | $9,534,262 | [2] | ||||||||||||
[1] | Includes club retail class | |||||||||||||||||
[2] | Other sales represent less than 1% of net sales |
Concentrations_Net_Sales_by_Cl1
Concentrations - Net Sales by Class of Retail (Parenthetical) (Details) (Maximum) | 12 Months Ended |
Dec. 31, 2014 | |
Maximum | |
Concentration Risk [Line Items] | |
Percentage of other sales in net sales | 1.00% |
Unaudited_Quarterly_Results_Sc
Unaudited Quarterly Results - Schedule of Unaudited Quarterly Results (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||||
Quarterly Financial Data [Abstract] | |||||||||||||||||||
Net sales | $24,508,205 | $22,519,672 | $20,386,038 | $19,350,197 | $17,720,322 | $16,698,903 | $14,846,366 | $13,885,185 | $12,373,649 | $11,226,549 | $10,536,726 | $9,382,537 | $86,764,112 | $63,150,776 | $43,519,461 | ||||
Gain (loss) from operations | 550,551 | -1,338,419 | -3,328,420 | -2,301,404 | -1,845,139 | -4,182,320 | -3,205,977 | -3,147,240 | -2,453,143 | -4,671,886 | -3,517,450 | -4,104,712 | -6,417,692 | -12,380,676 | -14,747,191 | ||||
Net loss | -16,446,750 | -9,483,241 | -6,266,803 | -5,142,223 | -5,219,214 | -6,495,643 | -5,253,194 | -4,719,104 | -4,071,475 | -6,017,866 | -4,178,740 | -4,388,417 | -37,339,017 | -21,687,155 | -18,656,498 | ||||
Net loss attributable to common stockholders | ($100,642,922) | [1] | ($12,380,254) | [1] | ($10,771,077) | [1] | ($7,485,640) | [1] | ($7,519,913) | ($8,647,369) | ($7,364,129) | ($6,751,248) | ($6,095,754) | ($8,020,532) | ($6,151,618) | ($6,342,042) | ($131,279,893) | ($30,282,659) | ($26,609,946) |
Basic earnings per common share | ($4.35) | ($1.19) | ($0.77) | ($0.53) | ($0.72) | ($0.83) | ($0.71) | ($0.65) | ($0.59) | ($0.77) | ($0.59) | ($0.61) | ($9.63) | ($2.91) | ($2.56) | ||||
Diluted earnings per common share | ($4.35) | ($1.19) | ($0.77) | ($0.53) | ($0.72) | ($0.83) | ($0.71) | ($0.65) | ($0.59) | ($0.77) | ($0.59) | ($0.61) | ($9.63) | ($2.91) | ($2.56) | ||||
[1] | See note 9 for further detail over the dividend accretion that is included within net loss attributable to common stockholders. |