(MARK ONE)
|
|
x
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QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended June 30, 2013
|
|
OR
|
|
o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
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For the transition period from ______________ to ______________
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NEVADA
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46-0510685
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(State or other jurisdiction
of incorporation or organization)
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(IRS Employer
Identification Number)
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6075 Longbow Drive, Suite 200, Boulder, Colorado
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80301
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(Address of principal executive offices)
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(Zip Code)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o (Do not check if smaller reporting company)
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Smaller reporting company x
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PART I Financial Information
|
||
Item 1.
|
3
|
|
3
|
||
4
|
||
5
|
||
7
|
||
Item 2.
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18
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|
Item 3.
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29
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Item 4.
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29
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PART II Other Information
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||
Item 1.
|
30
|
|
Item 1A.
|
30
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|
Item 2.
|
30
|
|
Item 3.
|
30
|
|
Item 4.
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30
|
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Item 5.
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30
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Item 6.
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31
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|
32
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June 30, 2013
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March 31, 2013
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|||||||
(Unaudited)
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(Derived from Audited Statements)
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|||||||
ASSETS | ||||||||
Current assets
|
||||||||
Cash
|
$ | 3,301,447 | $ | 524,491 | ||||
Restricted cash
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23,571 | 42,294 | ||||||
Accounts receivable, net of allowance for doubtful accounts of $544 and $1,100 at June 30, 2013 and March 31, 2013, respectively
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68,083 | 173,096 | ||||||
Other receivables
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106,531 | 168,511 | ||||||
Inventory
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888,364 | 1,229,397 | ||||||
Prepaid expenses and other
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133,259 | 204,927 | ||||||
Total current assets
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4,521,255 | 2,342,716 | ||||||
Property and equipment, net of accumulated depreciation of $2,905,650 and $2,868,610 at June 30, 2013 and March 31, 2013, respectively
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251,342 | 265,508 | ||||||
Other assets
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||||||||
Intangible assets, net of $350 and $134,837 of accumulated
amortization at June 30, 2013 and March 31, 2013, respectively
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1,825 | 195,403 | ||||||
Deposits
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145,201 | 145,201 | ||||||
Deferred debt issuance costs, net of accumulated amortization
of $2,262,760 and $2,253,936 at June 30, 2013 and March 31, 2013, respectively
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14,228 | 23,052 | ||||||
Total other assets
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161,254 | 363,656 | ||||||
Total assets
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$ | 4,933,851 | $ | 2,971,880 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
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||||||||
Current liabilities
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||||||||
Notes payable
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$ | 383,960 | $ | 518,347 | ||||
Notes payable – related party
|
83,649 | 122,026 | ||||||
Current portion – long term debt
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1,109,012 | 899,399 | ||||||
Accounts payable
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330,678 | 379,242 | ||||||
Accrued expenses
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180,138 | 292,066 | ||||||
Customer deposits
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156,248 | 156,929 | ||||||
Deferred rent
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5,829 | 6,209 | ||||||
Total current liabilities
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2,249,514 | 2,374,218 | ||||||
Long term debt
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-- | 1,168,711 | ||||||
Total liabilities
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2,249,514 | 3,542,929 | ||||||
Commitments and contingencies
|
||||||||
Stockholders' equity (deficit)
|
||||||||
Preferred stock, $.001 par value, 20,000,000 shares authorized,
2,649,007 and 0 shares issued and outstanding at June 30, 2013
and March 31, 2013, respectively
|
2,649 | -- | ||||||
Common stock, $.001 par value, 750,000,000 shares authorized,
5,904,877 and 5,904,877 shares issued and outstanding at
June 30, 2013 and March 31, 2013, respectively
|
5,905 | 5,905 | ||||||
Additional paid-in capital
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79,015,408 | 75,427,217 | ||||||
Accumulated deficit
|
(76,339,625 | ) | (76,004,171 | ) | ||||
Total stockholders' equity (deficit)
|
2,684,337 | (571,049 | ) | |||||
Total liabilities and stockholders' equity (deficit)
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$ | 4,933,851 | $ | 2,971,880 |
Three Months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Product sales
|
$ | 1,123,169 | $ | 1,416,533 | ||||
Cost of revenue
|
721,444 | 693,332 | ||||||
Gross profit
|
401,725 | 723,201 | ||||||
Operating expenses
|
||||||||
Research and development
|
21,669 | 93,024 | ||||||
Sales and marketing
|
470,021 | 451,177 | ||||||
General and administrative
|
399,231 | 577,616 | ||||||
Total operating expenses
|
890,921 | 1,121,817 | ||||||
Loss from operations
|
(489,196 | ) | (398,616 | ) | ||||
Other (income) expense, net
|
||||||||
Interest (income)
|
(2 | ) | (2 | ) | ||||
Interest expense
|
91,167 | 108,975 | ||||||
Interest expense – related party
|
3,593 | 11,650 | ||||||
Debt conversion cost
|
- | 6,648,267 | ||||||
Other (income) expense
|
(516,657 | ) | 302 | |||||
Total other (income) expense, net
|
(421,899 | ) | 6,769,192 | |||||
Net loss
|
$ | (67,297 | ) | $ | (7,167,808 | ) | ||
Deemed dividend on convertible preferred stock
|
(268,157 | ) | -- | |||||
Net loss attributable to common stockholders
|
(335,454 | ) | (7,167,808 | ) | ||||
Net loss per share, basic and diluted
|
$ | (0.06 | ) | $ | (1.24 | ) | ||
Weighted average number of common shares outstanding , basic and diluted
|
5,904,877 | 5,763,416 |
Three months ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$ | (67,297 | ) | $ | (7,167,808 | ) | ||
Adjustments to reconcile net (loss) to cash (used) provided by operations:
|
||||||||
Issuance of common stock and options under equity compensation plans
|
43,531 | 63,384 | ||||||
Depreciation and amortization expense
|
38,321 | 35,579 | ||||||
Bad debt expense
|
(557 | ) | (590 | ) | ||||
Loss on disposal of fixed assets
|
71 | -- | ||||||
Accretion of debt associated with sale of intellectual property
|
(9,990 | ) | -- | |||||
Gain on the forgiveness of debt
|
(488,625 | ) | ||||||
Debt conversion costs associated with inducement
|
-- | 3,461,637 | ||||||
Amortization of debt issuance costs
|
8,824 | 811,020 | ||||||
Amortization of convertible debentures, beneficial conversion feature
|
-- | 1,066,804 | ||||||
Amortization of convertible debentures, beneficial conversion feature – related party
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-- | 188,924 | ||||||
Interest expense from warrants issued with convertible debentures
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-- | 954,687 | ||||||
Interest expense from warrants issued with convertible debentures – related party
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-- | 186,881 | ||||||
Change in operating assets and liabilities:
|
||||||||
Decrease in accounts receivable
|
105,570 | 160,626 | ||||||
Decrease in other receivable
|
61,980 | 57,480 | ||||||
(Increase) decrease in inventory
|
103,895 | (22,973 | ) | |||||
Decrease in other current assets
|
71,668 | 55,997 | ||||||
Decrease in deposits
|
-- | 543 | ||||||
Decrease in accounts payable
|
(48,564 | ) | (131,828 | ) | ||||
(Increase) decrease in accrued expenses
|
(111,928 | ) | 116,457 | |||||
Increase in accrued interest
|
22,175 | 54,443 | ||||||
Increase in accrued interest-related party
|
3,593 | 11,650 | ||||||
Decrease in customer deposits
|
(681 | ) | (2,038 | ) | ||||
Increase (decrease) in deferred rent
|
(380 | ) | 532 | |||||
Net cash used by operating activities
|
(268,394 | ) | (98,593 | ) | ||||
Cash flows from investing activities:
|
||||||||
Decrease in restricted cash
|
18,723 | 14,677 | ||||||
Purchases of equipment
|
(23,167 | ) | (7,027 | ) | ||||
Proceeds from the sale of intellectual property
|
500,000 | (6,315 | ) | |||||
Net cash provided by investing activities
|
495,556 | 1,335 | ||||||
Cash flows from financing activities:
|
||||||||
Repayments of notes payable
|
(157,783 | ) | (185,782 | ) | ||||
Repayments of notes payable – related party
|
(35,068 | ) | (85,002 | ) | ||||
Repayments of long term debt borrowings
|
(1,100,040 | ) | (85,662 | ) | ||||
Proceeds from the issuance of preferred stock
|
4,000,000 | -- | ||||||
Payments for offering costs of preferred stock | (157,315 | ) | -- | |||||
Proceeds from the exercise and issuance of warrants
|
-- | 1,180,896 | ||||||
Net cash provided by financing activities
|
2,549,794 | 824,450 | ||||||
Net increase in cash
|
2,776,956 | 727,192 | ||||||
Cash, beginning of period
|
524,491 | 501,577 | ||||||
Cash, end of period
|
$ | 3,301,447 | $ | 1,228,769 |
Three months ended June 30,
|
||||||||
Cash paid during the period for:
|
2013
|
2012
|
||||||
Interest
|
$
|
31,507
|
$
|
39,997
|
||||
Income taxes
|
$
|
--
|
$
|
--
|
||||
Supplemental disclosure of non-cash investing and financing activities:
|
||||||||
Deemed dividend on convertible preferred stock
|
$
|
268,157
|
$
|
--
|
||||
Decrease of inventory associated with debt settlement
|
$
|
237,138
|
$
|
--
|
||||
Fair value of warrant liability
|
|
$ |
563,533
|
$
|
--
|
|||
Fair value of warrant issued to placement agent
|
|
$ |
107,500
|
$
|
--
|
|||
Debt associated with sale of intellectual property
|
|
$ |
297,493
|
$
|
--
|
|||
Decrease of debt associated with inventory consumption
|
$
|
--
|
$
|
138,399
|
||||
Issuance of common stock in accordance with credit card note
|
$
|
--
|
$
|
28,086
|
||||
Conversion of accrued expenses to common stock
|
$
|
--
|
$
|
211,690
|
||||
Conversion of Note Payable to common stock
|
$
|
--
|
$
|
129,258
|
||||
Conversion of Note Payable -related party to common stock
|
$
|
--
|
$
|
5,717,882
|
||||
Conversion of convertible note to common stock
|
$
|
--
|
$
|
545,157
|
||||
Conversion of convertible note accrued interest to common stock
|
$
|
--
|
$
|
1,078,513
|
||||
Conversion of convertible note-related party to common stock
|
$
|
--
|
$
|
102,828
|
1.
|
Description of the Business
|
2.
|
Liquidity, Ability to Continue as a Going Concern, and Basis of Presentation
|
June 30, 2013
|
March 31, 2013
|
|||||||||||||||
Fair Value
|
Carry Value
|
Fair Value
|
Carry Value
|
|||||||||||||
Liabilities
|
||||||||||||||||
Notes payable
|
$ | 450,331 | $ | 467,609 | $ | 610,417 | $ | 640,373 | ||||||||
Sale of Intellectual Property Liability
|
190,416 | 297,493 | -- | -- | ||||||||||||
Warrant Liability
|
563,533 | 563,533 | -- | -- | ||||||||||||
Long-term debt
|
233,674 | 247,986 | 1,725,513 | 2,068,110 | ||||||||||||
Total
|
$ | 1,437,954 | $ | 1,576,621 | $ | 2,335,930 | $ | 2,708,483 |
June 30,
|
March 31,
|
|||||||
2013
|
2013
|
|||||||
Finished goods
|
$
|
516,427
|
$
|
606,101
|
||||
Raw materials
|
371,937
|
623,296
|
||||||
$
|
888,364
|
$
|
1,229,397
|
3.
|
Notes Payable and Long Term Debt
|
June 30,
|
March 31,
|
|||||||
2013
|
2013
|
|||||||
Main Power Promissory Note
|
$ | -- | $ | 1,703,764 | ||||
First Western Trust Term Loan
|
213,293 | 322,832 | ||||||
Notes Payable –Credit Card Receipts-Backed Notes
|
467,609 | 640,373 | ||||||
Pawnee Promissory Note
|
34,693 | 41,514 | ||||||
Debt Associated with Scotts Transaction (see Note 4)
|
861,026 | - | ||||||
Total Debt
|
1,576,621 | 2,708,483 | ||||||
Less Notes Payable and Current Portion – Long Term Debt
|
1,576,621 | 1,539,772 | ||||||
Long Term Debt
|
$ | -- | $ | 1,168,711 |
4.
|
Convertible Preferred Stock
|
(a)
|
an amount equal to (i) 1.34 times the trailing twelve months “Net Sales” (which includes sales of the Company’s products by Scotts Miracle-Gro and its affiliates) minus (ii) “Debt Outstanding” net of cash (as such terms are defined in the Warrant),
|
(b)
|
the total shares of capital stock outstanding, including outstanding in-the-money options and warrants, but not the Warrant contemplated in this Private Offering.
|
5.
|
Equity Compensation Plans
|
OPTIONS OUTSTANDING
|
OPTIONS EXERCISABLE
|
|||||||||||||||||||||||||||||||||
Weighted-
|
Weighted-
|
|||||||||||||||||||||||||||||||||
average
|
Weighted-
|
average
|
Weighted-
|
|||||||||||||||||||||||||||||||
Remaining
|
average
|
Aggregate
|
Remaining
|
average
|
Aggregate
|
|||||||||||||||||||||||||||||
Exercise
|
Contractual
|
Exercise
|
Intrinsic
|
Contractual
|
Exercise
|
Intrinsic
|
||||||||||||||||||||||||||||
price range
|
Options
|
Life (years)
|
Price
|
Value
|
Options
|
Life (years)
|
Price
|
Value
|
||||||||||||||||||||||||||
$ | 1.01 | 177,149 | 4.61 | $ | 1.01 | 80,381 | 4.61 | $ | 1.01 | |||||||||||||||||||||||||
$ | 1.10 | 100,000 | 4.75 | $ | 1.10 | 43,002 | 4.75 | $ | 1.10 | |||||||||||||||||||||||||
$ | 1.21 | 50,000 | 4.75 | $ | 1.21 |
22,251
|
4.75 | $ | 1.21 | |||||||||||||||||||||||||
$ | 7.00 | 5,460 | 2.41 | $ | 7.00 | 5,460 | 2.41 | $ | 7.00 | |||||||||||||||||||||||||
$ | 8.00 | 77,910 | 2.43 | $ | 8.00 | 77,910 | 2.43 | $ | 8.00 | |||||||||||||||||||||||||
$ | 12.00 | 4,795 | 0.59 | $ | 12.00 | 4,795 | 0.59 | $ | 12.00 | |||||||||||||||||||||||||
$ | 13.00 | 690 | 1.12 | $ | 13.00 | 690 | 1.12 | $ | 13.00 | |||||||||||||||||||||||||
$ | 14.00 | 2,000 | 1.98 | $ | 14.00 | 2,000 | 1.98 | $ | 14.00 | |||||||||||||||||||||||||
$ | 18.00 | 9,750 | 0.67 | $ | 18.00 | 9,750 | 0.67 | $ | 18.00 | |||||||||||||||||||||||||
$ | 20.00 | 1,700 | 1.37 | $ | 20.00 | 1,700 | 1.37 | $ | 20.00 | |||||||||||||||||||||||||
429,454 | 4.07 | $ | 3.06 | $ | 11,860 | 247,938 | 3.62 | $ | 9.61 | $ | 49,933 |
6.
|
Income Taxes
|
7.
|
Related Party Transactions
|
8.
|
Stockholders’ Equity
|
Weighted
|
||||||||||||
Warrants
|
Average
|
Aggregate
|
||||||||||
Outstanding
|
Exercise Price
|
Intrinsic Value
|
||||||||||
Outstanding, April 1, 2013
|
528,258 | $ | 22.41 | $ | 0.00 | |||||||
Granted
|
125,000 | 1.54 | ||||||||||
Exercised
|
- | - | ||||||||||
Expired
|
120 | - | ||||||||||
Outstanding, June 30, 2013
|
653,138 | $ | 18.13 | $ | 0.00 |
Weighted Average
|
||||||||||
Warrants Outstanding
|
Exercise Price
|
Remaining Life (Yrs)
|
||||||||
125,000 | $ | 1.54 | 4.81 | |||||||
394,173 | $ | 7.00 | 3.78 | |||||||
122,600 | $ | 20.00 | 1.87 | |||||||
750 | $ | 25.00 | 1.27 | |||||||
2,750 | $ | 100.00 | 0.64 | |||||||
7,200 | $ | 800.00 | 1.18 | |||||||
665 | $ | 825.00 | 1.18 | |||||||
653,138 | $ | 18.13 | 2.65 |
9.
|
Subsequent Events
|
Three Months Ended June 30, | ||||||||
2013
|
2012
|
|||||||
Net revenue
|
||||||||
Direct-to-consumer
|
70.2 | % | 94.0 | % | ||||
Retail
|
15.0 | % | 3.1 | % | ||||
International
|
14.8 | % | 2.9 | % | ||||
Total net revenue
|
100.0 | % | 100.0 | % | ||||
Cost of revenue
|
64.2 | % | 48.9 | % | ||||
Gross profit
|
35.8 | % | 51.1 | % | ||||
Operating expenses
|
||||||||
Research and development
|
1.9 | % | 6.6 | % | ||||
Sales and marketing
|
41.8 | % | 31.9 | % | ||||
General and administrative
|
35.5 | % | 40.8 | % | ||||
Total operating expenses
|
79.2 | % | 79.3 | % | ||||
Loss from operations
|
(43.4 | )% | (28.2 | )% |
Three Months Ended June 30,
|
||||||||
Net Revenue
|
2013
|
2012
|
||||||
Direct-to-consumer
|
$ | 787,751 | $ | 1,332,155 | ||||
Retail
|
168,885 | 43,783 | ||||||
International
|
166,533 | 40,595 | ||||||
Total
|
$ | 1,123,169 | $ | 1,416,533 |
Three Months Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Product Revenue
|
||||||||
AeroGardens
|
$
|
747,508
|
$
|
519,189
|
||||
Seed kits and accessories
|
375,661
|
897,344
|
||||||
Total
|
$
|
1,123,169
|
$
|
1,416,533
|
||||
% of Total Revenue
|
||||||||
AeroGardens
|
66.6
|
%
|
36.7
|
%
|
||||
Seed kits and accessories
|
33.4
|
%
|
63.3
|
%
|
||||
Total
|
100.0
|
%
|
100.0
|
%
|
Three Months Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Advertising
|
$ | 75,826 | $ | 170,457 | ||||
Personnel
|
271,694 | 228,411 | ||||||
Sales commissions
|
3,457 | 5,279 | ||||||
Other
|
119,044 | 47,030 | ||||||
$ | 470,021 | $ | 451,177 |
Three Months Ended June 30,
|
||||||||
2013
|
2012
|
|||||||
Operating loss
|
$
|
(489,196
|
)
|
$
|
(398,616
|
)
|
||
Add back non-cash items:
|
||||||||
Depreciation
|
37,260
|
31,737
|
||||||
Amortization
|
1,061
|
3,842
|
||||||
Stock based compensation
|
43,531
|
63,384
|
||||||
Total non-cash items
|
81,852
|
98,963
|
||||||
EBITDA
|
$
|
(407,344
|
)
|
$
|
(299,653)
|
June 30,
|
March 31,
|
|||||||
2013
|
2013
|
|||||||
Main Power Promissory Note
|
$ | -- | $ | 1,703,764 | ||||
First Western Trust Term Loan
|
213,293 | 322,832 | ||||||
Debt Associated with Scotts Transaction
|
861,026 | - | ||||||
Notes Payable –Credit Card Receipts-Backed Notes
|
467,609 | 640,373 | ||||||
Pawnee Promissory Note
|
34,693 | 41,514 | ||||||
Total Debt
|
1,576,621 | 2,708,483 | ||||||
Less Notes Payable and Current Portion – Long Term Debt
|
1,576,621 | 1,539,772 | ||||||
Long Term Debt
|
$ | -- | $ | 1,168,711 |
(c)
|
an amount equal to (i) 1.34 times the trailing twelve months “Net Sales” (which includes sales of our products by Scotts Miracle-Gro and its affiliates) minus (ii) “Debt Outstanding” net of cash (as such terms are defined in the Warrant),
|
(d)
|
the total shares of capital stock outstanding, including outstanding in-the-money options and warrants, but not the Warrant contemplated in this Private Offering.
|
·
|
fund our operations and working capital requirements,
|
·
|
develop and execute our product development and market introduction plans,
|
·
|
execute our sales and marketing plans,
|
·
|
fund research and development efforts, and
|
·
|
pay debt obligations as they come due.
|
·
|
our cash of $3,325,018 ($23,571 of which is restricted as collateral for our various corporate obligations) as of June 30, 2013,
|
·
|
our cash of $2,754,118 ($15,016 of which is restricted as collateral for our various corporate obligations) as of August 09, 2013,
|
·
|
continued support of, and extensions of credit by, our suppliers and lenders;
|
·
|
our historical pattern of increased sales between September and March, and lower sales volume from April through August;
|
·
|
the level of spending necessary to support our planned initiatives; and
|
·
|
our sales to consumers, retailers, and international distributors, and the resulting cash flow from operations, which will depend in great measure on the success of the planned direct-to-consumer sales initiatives.
|
·
|
the effectiveness of our consumer marketing efforts in generating both direct-to-consumer sales, and sales to consumers by our retailer customers,
|
·
|
uncertainty regarding the impact of macroeconomic conditions on consumer spending,
|
·
|
uncertainty regarding the capital markets and our access to sufficient capital to support our current and projected scale of operations,
|
·
|
the seasonality of our business, in which we have historically experienced higher sales volume during the fall and winter months (September through March),
|
·
|
a continued, uninterrupted supply of product from our third-party manufacturing suppliers in China, and
|
·
|
the success of the Scotts Miracle-Gro relationship.
|
Exhibit
Number
|
Description
|
|
3.1
|
Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K/A-2, filed November 16, 2006)
|
|
3.2
|
Certificate of Amendment to Articles of Incorporation, dated June 25, 2002 (incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K/A-2, filed November 16, 2006)
|
|
3.3
|
Certificate of Amendment to Articles of Incorporation, dated November 3, 2002 (incorporated by reference to Exhibit 3.3 of our Current Report on Form 8-K/A-2, filed November 16, 2006)
|
|
3.4
|
Certificate of Change to Articles of Incorporation, dated January 31, 2005 (incorporated by reference to Exhibit 3.4 of our Current Report on Form 8-K/A-2, filed November 16, 2006)
|
|
3.5
|
Certificate of Amendment to Articles of Incorporation, dated July 27, 2005 (incorporated by reference to Exhibit 3.5 of our Current Report on Form 8-K/A-2, filed November 16, 2006)
|
|
3.6
|
Certificate of Amendment to Articles of Incorporation, dated February 24, 2006 (incorporated by reference to Exhibit 3.5 of our Current Report on Form 8-K/A-2, filed November 16, 2006)
|
|
3.7
|
Certificate of Amendment to Articles of Incorporation, certified May 3, 2010 (incorporated by reference to Exhibit 3.7 of our Quarterly Report on Form 10-Q, filed August 12, 2010
|
|
3.8
|
Certificate of Amendment to Articles of Incorporation, dated May 1, 2012 (incorporated by reference to Exhibit 3.8 of our Quarterly Report on Form 10-Q, filed August 10, 2012)
|
|
3.9
|
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed September 26, 2008)
|
|
3.10
|
Amendment to Bylaws (incorporated by reference to Exhibit 3.9 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2009, filed July 6, 2009)
|
|
3.11
|
Amendment No. 2 to Bylaws (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K, filed April 23, 2013)
|
|
3.12
|
Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.7 of our Annual Report on Form 10-K for the fiscal year ended March 31, 2009, filed July 6, 2009)
|
|
3.13
|
Certificate of Amendment to Series A Convertible Preferred Stock Certificate of Designations, certified June 21, 2010 (incorporated by reference to Exhibit 3.11 of our Quarterly Report on Form 10-Q for the quarter year ended June 30, 2010, filed August 12, 2010)
|
|
3.14
|
Amendment Number 2 to Series A Convertible Preferred Stock Certificate of Designations, as filed with the Nevada Secretary of State on April 6, 2012 (incorporated by reference to our Current Report on Form 8-K, filed April 16, 2012)
|
|
3.15
|
Certificates of Designation of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 of our Current Report on Form 8-K filed April 23, 2013
|
|
4.1
|
Form of Warrant Agreement, dated April 22, 2013 (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K filed April 23, 2013)
|
|
4.2
|
Investor Rights Agreement by and between the Company and SMG Growing Media, Inc., dated April 22, 2013 (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K filed April 23, 2013)
|
|
4.3
|
Voting Agreement, dated April 22, 2013 (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K filed April 23, 2013)
|
|
10.1
|
Securities Purchase Agreement, by and between the Company and SMG Growing Media, Inc., dated April 22, 2013 (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K filed April 23, 2013)
|
|
10.2
|
Indemnification Agreement, by and between the Company and Chris J. Hagedorn, dated April 22, 2013 (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K filed April 23, 2013)
|
|
31.1*
|
||
31.2*
|
||
32.1*
|
||
32.2*
|
||
* Filed herewith.
|
AeroGrow International, Inc.
|
||
Date: August 14, 2013
|
/s/J. Michael Wolfe
|
|
By: J. Michael Wolfe
|
||
Its: President and Chief Executive Officer
(Principal Executive Officer) and Director
|
||
Date: August 14, 2013
|
/s/Grey Houston Gibbs
|
|
By: Grey Houston Gibbs
|
||
Its: Vice President Accounting
(Principal Financial and Accounting Officer)
|
Date: August 14, 2013
|
By:
|
/s/ J. Michael Wolfe
|
|
J. Michael Wolfe
|
|||
President and Chief Executive Officer
|
|||
(Principal Executive Officer)
|
Date: August 14, 2013
|
By:
|
/s/ Grey Houston Gibbs |
Grey Houston Gibbs
|
||
Vice President Accounting
(Principal Financial and Accounting Officer)
|
Date: August 14, 2013
|
By:
|
/s/ J. Michael Wolfe
|
J. Michael Wolfe
|
||
President and Chief Executive Officer
(Principal Executive Officer)
|
Date: August 14, 2013
|
By:
|
/s/ Grey Houston Gibbs |
Grey Houston Gibbs
|
||
Vice President of Accounting
(Principal Financial and Accounting Officer)
|
3. Notes Payable and Long Term Debt (Tables)
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Debt [Table Text Block] | As of June 30, 2013 and March 31, 2013, the outstanding balance
of the Company’s note payable and debt, including accrued
interest, is as follows:
|
5. Equity Compensation Plans
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] |
On
October 17, 2012, a 1-for-100 reverse stock split of
AeroGrow’s common stock became effective. As a
result of the reverse stock split, every 100 shares of
AeroGrow’s pre-reverse common stock were converted
automatically into one share of common stock. All
references below to shares of common stock, common stock
warrants, or common stock options have been retroactively
adjusted to reflect the reverse stock split.
For
the three months ended June 30, 2013, the Company granted
150,000 options to purchase the Company’s common stock
under the Company’s 2005 Equity Compensation Plan (the
“2005 Plan”). For the three months ended June 30,
2012, the Company did not grant any options to purchase the
Company’s common stock under the Company’s 2005
Plan.
During
the three months ended June 30, 2013 there were 447 options
that were cancelled or that expired and no shares of common
stock were issued upon exercise of outstanding stock options
under the 2005 Plan. During the three months ended
June 30, 2012, there were no options that were either were
cancelled or expired and no shares of common stock were
issued upon exercise of outstanding stock options under the
2005 Plan.
As
of June 30, 2013, the Company had granted options for 181,516
shares of the Company’s common stock that are unvested
and that will result in $181,516 of compensation expense in
future periods if fully vested.
Information
regarding all stock options outstanding under the 2005 Plan
as of June 30, 2013 is as follows:
The
aggregate intrinsic value in the preceding table represents
the difference between the Company’s closing stock
price and the exercise price of each in-the-money option on
the last trading day of the period presented, which was June
28, 2013.
|
3. Notes Payable and Long Term Debt (Details) - Schedule of Debt (USD $)
|
Jun. 30, 2013
|
Mar. 31, 2013
|
---|---|---|
Schedule of Debt [Abstract] | ||
Main Power Promissory Note | $ 0 | $ 1,703,764 |
First Western Trust Term Loan | 213,293 | 322,832 |
Notes Payable –Credit Card Receipts-Backed Notes | 467,609 | 640,373 |
Pawnee Promissory Note | 34,693 | 41,514 |
Debt Associated with Scotts Transaction (see Note 4) | 861,026 | 0 |
Total Debt | 1,576,621 | 2,708,483 |
Less Notes Payable and Current Portion – Long Term Debt | 1,576,621 | 1,539,772 |
Long Term Debt | $ 0 | $ 1,168,711 |
5. Equity Compensation Plans (Tables)
|
3 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2013
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Arrangements with Employees and Nonemployees [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block] | Information regarding all stock options outstanding under the
2005 Plan as of June 30, 2013 is as follows:
|
5. Equity Compensation Plans (Details) (USD $)
|
12 Months Ended | 3 Months Ended |
---|---|---|
Mar. 31, 2013
|
Jun. 30, 2013
Equity Compensation Plan (2005 Plan) [Member]
|
|
5. Equity Compensation Plans (Details) [Line Items] | ||
Stockholders' Equity, Reverse Stock Split | 1-for-100 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 150,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 447 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares | 181,516 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 181,516 |
4. Convertible Preferred Stock (Details) (USD $)
|
3 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
|
Jun. 30, 2012
|
Mar. 31, 2013
|
|
4. Convertible Preferred Stock (Details) [Line Items] | |||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | $ 0.001 | |
Class of Warrant or Rights, Exercise Price, Description | issued a warrant that entitles, but not obligate, Scotts Miracle-Gro to purchase a number of shares of common stock that, on a fully diluted basis, constitute 80% of the Company's outstanding capital stock. | ||
Fair Value Adjustment of Warrants | $ 107,500 | $ 0 | |
Fair Value Inputs, Discount Rate | 15.00% | ||
Placement Agent for Securities Purchase Agreement [Member] | Scotts Miracle-Gro Company [Member]
|
|||
4. Convertible Preferred Stock (Details) [Line Items] | |||
Class of Warrant or Rights, Granted (in Shares) | 125,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per Item) | 1.54 | ||
Class of Warrant or Rights, Exercise Price, Description | 125% of the average closing price of the Company's common stock during the five-day period prior to the April 22, 2013 closing date | ||
Fair Value Adjustment of Warrants | 107,500 | ||
Share Price (in Dollars per share) | $ 1.30 | ||
Fair Value Assumptions, Expected Term | 3 years | ||
Fair Value Assumptions, Expected Volatility Rate | 117.20% | ||
Fair Value Inputs, Discount Rate | 0.39% | ||
Scotts Miracle-Gro Company [Member] | Series B Preferred Stock [Member]
|
|||
4. Convertible Preferred Stock (Details) [Line Items] | |||
Stock Issued During Period, Shares, New Issues (in Shares) | 2,649,007 | ||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | ||
Stock Issued During Period, Value, New Issues | 4,000,000 | ||
Proceeds from Issuance of Convertible Preferred Stock | 3,842,685 | ||
Repayments of Debt | 950,000 | ||
Fair Value Adjustment of Warrants | $ 563,533 | ||
Convertible Preferred Stock, Shares Issued upon Conversion (in Shares) | 2,649,007 | ||
Preferred Stock, Conversion Basis | $4,000,000 divided by a conversion price of $1.51 per share | ||
Preferred Stock, Dividend Rate, Percentage | 8.00% | ||
Convertible Preferred Stock, Terms of Conversion | (i) upon the affirmative election of the holders of at least a majority of the then outstanding shares of the Series B Preferred Stock voting together as a single class on an as-if-converted to common stock basis; or (ii) if, at the date of exercise in whole or in part of the Warrant, the holder (or holders) of the Series B Preferred Stock own 50.1% of the issued and the Company's then-outstanding common stock, giving effect to the issuance of shares of common stock in connection with the conversion of the Series B Preferred Stock and such exercise of the Warrant | ||
Class of Warrant or Rights, Exercise of Warrant Description | The Warrant entitles, but does not obligate, Scotts Miracle-Gro to purchase a number of shares of common stock that, on a "fully diluted basis" (as defined in the Securities Purchase Agreement), constitute 80% of the Company's outstanding capital stock (when added to all other shares owned by Scotts Miracle-Gro), as calculated as of the date or dates of exercise.The Warrant can be exercised at any time and from time to time for a period of five years between April 22, 2016 and April 22, 2021 (the third and eighth anniversary of the closing date).In addition, the Warrant can be exercised in any increment; there is no obligation to exercise the entire Warrant at one time.The exercise price of the Warrant shall be equal to the quotient obtained by dividing: (a) an amount equal to (i) 1.34 times the trailing twelve months "Net Sales" (which includes sales of the Company's products by Scotts Miracle-Gro and its affiliates) minus (ii) "Debt Outstanding" net of cash (as such terms are defined in the Warrant), by (b) the total shares of capital stock outstanding, including outstanding in-the-money options and warrants, but not the Warrant contemplated in this Private Offering. |
1. Description of the Business
|
3 Months Ended | ||
---|---|---|---|
Jun. 30, 2013
|
|||
Disclosure Text Block [Abstract] | |||
Basis of Accounting [Text Block] |
AeroGrow
International, Inc. (the “Company", “we”,
“AeroGrow”, or “our”) was formed as a
Nevada corporation on March 25, 2002. The Company’s
principal business is developing, marketing, and distributing
advanced indoor aeroponic garden systems designed and priced
to appeal to the consumer gardening, cooking and small indoor
appliance markets worldwide. The Company’s
principal activities from its formation through March 2006
consisted of product research and development, market
research, business planning, and raising the capital
necessary to fund these activities. In December 2005, the
Company commenced pilot production of its AeroGarden system
and, in March 2006, began shipping these systems to retail
and catalogue customers. The Company manufactures,
distributes and markets five different models of its
AeroGarden systems in multiple colors, as well as over 40
varieties of seed kits and a full line of accessory products
through multiple channels including retail, catalogue and
direct-to-consumer sales in the United States, as well as
selected countries in Europe, Asia and Australia.
|
3. Notes Payable and Long Term Debt
|
3 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2013
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Text Block] |
As
of June 30, 2013 and March 31, 2013, the outstanding balance
of the Company’s note payable and debt, including
accrued interest, is as follows:
Main
Power Promissory Note
On
June 30, 2009, the Company entered into a Letter Agreement
(“Letter Agreement”) with Main Power Electrical
Factory, Ltd. (“Main Power”) and executed a
Promissory Note. Pursuant to the terms of the
Letter Agreement, Main Power agreed to release the Company
from $1,386,041 of existing obligations owed by the Company
to Main Power in return for the execution of the Promissory
Note for the same amount. In addition, the Letter
Agreement included other provisions relating to the terms and
conditions under which AeroGrow purchases AeroGarden products
from Main Power. The original Promissory Note had
a final maturity of June 30, 2011, carried an interest rate
of 8% per annum and called for principal payments of $150,000
monthly beginning January 31, 2011, with a final payment of
all principal and accrued but unpaid interest due on June 30,
2011.
Effective
as of December 31, 2010, AeroGrow and Main Power entered into
an agreement to amend various obligations owed by AeroGrow to
Main Power. As part of the amendments, the Company
issued a new promissory note (the “Revised Main Power
Note”) in the amount of $2,162,046. The
Revised Main Power Note retired and replaced the original
Promissory Note, and also retired and replaced $661,446 of
obligations relating to raw material and finished goods
inventory purchased and/or manufactured by Main Power on the
Company’s behalf. The Revised Main Power
Note had a final maturity of May 31, 2013, and carried an
interest rate of 8% per annum.
During
the quarter ended June 30, 2011, the Company fell behind on
the scheduled payments due under the Revised Main Power Note
because of its cash constraints and reached an informal
arrangement with Main Power to defer payments while a
restructuring of the note was negotiated. Subsequently, the
parties executed an amendment to the Revised Main Power Note
that, effective as of December 31, 2011, restructured the
amortization schedule for the Revised Main Power Note and
extended the final maturity to December 15,
2015. In addition, Main Power agreed to waive any
existing defaults under the Revised Main Power
Note. The agreed revisions to the amortization
schedule provide for monthly interest payments through the
final maturity and principal payments totaling $3,000 during
the fourth fiscal quarter of Fiscal 2012, $159,000 during
Fiscal 2013, $555,000 during the fiscal year ending March 31,
2014, $725,000 during the fiscal year ending March 31, 2015,
and $664,724 during the period April 2015 through December
2015. In addition, any utilization by AeroGrow of
consignment inventory held as collateral by Main Power
further reduces the amount outstanding under the Revised Main
Power Note. On April 23, 2013, the MainPower
Promissory Note outstanding, including all accrued interest,
was paid in full for $950,000. As of April 23,
2013, there was $237,138 in consignment inventory held by
Main Power that was fully reserved for during the three month
period ending June 30, 2013. The inventory reserve combined
with the payment in full resulted in a net gain of $488,625
recognized in other income and expense for the three months
ended June 30, 2013.
First
Western Trust Term Loan
On
May 21, 2010, the Company, First Western Trust Bank
(“FWTB”) and Jack J. Walker, our Chairman, as
guarantor, executed a business loan agreement and related
promissory note (the “FWTB Term Loan”) for a
four-year loan in an initial principal amount of $1
million. The FWTB Term Loan is secured by a lien
on our assets and bears interest at a fixed rate of 7.25% per
annum. We make equal monthly payments of
principal/interest over the four-year term of the FWTB Term
Loan, which has a final maturity date of May 21,
2014. The terms and conditions of the FWTB Term
Loan include limitations on the Company incurring additional
debt and paying dividends on our stock without the consent of
FWTB. In the event of a default under the FWTB
Term Loan, FWTB has the option to declare the loan
immediately due and payable. As of June 30, 2013,
$213,293 was outstanding under the FWTB Term Loan, including
accrued interest, and we were current and in compliance with
all terms and conditions.
Notes
Payable – 2011 Credit Card Receipts-Backed Notes
During
the three months ended December 31, 2011, we closed on the
private sale of $1,633,776 in 17% secured promissory notes
backed by a portion of our prospective credit card receipts,
(the “2011 Credit Card Notes”) and a 1% share of
our prospective monthly sales into the network marketing
channel for a period of three years following our first sale
into the network marketing channel (the “MLM Revenue
Share”) (collectively, the “2011 Credit Card
Offering”). Consideration for the 2011
Credit Card Offering comprised $1,477,300 in cash and the
conversion of $156,476 in other obligations of the Company,
including $61,476 of deferred compensation owed to executive
officers of the Company. After deducting $46,565
of placement agent sales commissions (5% on third-party
investors, 3% on Company-referred investors and 0% on
investments by officers and directors of the Company) and
expenses, net cash proceeds to the Company totaled
$1,430,735. In addition, the Company was obligated
to pay a deferred sales commission to the placement agent
equal to 10% of the MLM Revenue Share paid to investors in
the 2011 Credit Card Offering (with the deferred sales
commission reduced to 6% for payments to Company-referred
investors and 0% on payments to officers and directors),
concurrently with the payment of the MLM Revenue
Share.
We
used the proceeds from the 2011 Credit Card Offering to
invest in advertising and marketing programs to support our
direct-to-consumer business, purchase inventory, provide
other general working capital, and pay commissions and
expenses related to the private offering. The
issuance of the 2011 Credit Card Offering was conducted in
reliance upon exemptions from registration requirements under
the Securities Act, including, without limitation, those
under Rule 506 of Regulation D (as promulgated under the
Securities Act). The 2011 Credit Card Offering was
offered and sold only to investors who are, or the Company
reasonably believed to be, “accredited
investors,” as defined in Rule 501(a) of Regulation D
under the Securities Act. Because the 2011 Credit
Card Offering has not been registered under the Securities
Act, the securities sold in the 2011 Credit Card Offering are
“restricted securities” within the meaning of
Rule 144 under the Securities Act, and investors will not be
able to sell the securities in the United States absent an
effective registration statement or an applicable exemption
from registration.
The
2011 Credit Card Notes carried an interest of 17% per annum
and had a final maturity of October 1, 2012. 20%
of our daily credit card receipts were held in escrow with
First Western Trust Bank under an Escrow and Account Control
Agreement to fund bi-weekly payments of principal and
interest to the investors in the Credit Card Offering.
The
obligation of the Company to repay the Credit Card Notes was
severally guaranteed by Jack J. Walker, our Chairman (up to
$510,555), J. Michael Wolfe, our Chief Executive Officer (up
to $204,222) and H. MacGregor Clarke, our former Chief
Financial Officer (up to $102,111).
During
May 2012, $340,948 in 2011 Credit Card Notes (including
accrued interest) were effectively repaid when note holders
elected to offset the $340,948 balance due against payment of
the exercise price on outstanding stock warrants.
As
of September 13, 2012, the remaining balance and accrued
interest on the 2011 Credit Card Notes were repaid in
full.
Notes
Payable – 2012 Credit Card Receipts-Backed Notes
On
September 14, 2012, the Company closed on the private sale of
$1,285,722 in Series 2012CC 15% secured promissory notes
backed by a portion of the Company’s prospective credit
card receipts, (the “2012 Credit Card Notes”) and
128,573 shares of common stock (collectively, the “2012
Credit Card Offering”). Consideration for
the 2012 Credit Card Offering comprised $1,285,722 in
cash. After deducting $46,128 of placement agent
sales commissions (5% on third-party investors, 3% on
Company-referred investors and 0% on investments by officers
and directors of the Company) and expenses, net cash proceeds
to the Company totaled $1,239,594. In
addition, the Company will issue 12,858 shares of common
stock to the placement agent as additional sales
compensation, representing one share of common stock for
every 10 shares issued to investors in the 2012 Credit Card
Offering.
The
Company used the proceeds from the 2012 Credit Card Offering
to invest in advertising and marketing programs to support
its direct-to-consumer business, purchase inventory, provide
other general working capital, repay $198,406 of the 2011
Credit Card Notes (including accrued interest) and pay
commissions and expenses related to the private
offering. The 2012 Credit Card Offering was
conducted in reliance upon exemptions from registration
requirements under the Securities Act of 1933 (the
“Securities Act”), including, without limitation,
those under Rule 506 of Regulation D (as promulgated under
the Securities Act). The 2012 Credit Card Offering
was offered and sold only to investors who are, or the
Company reasonably believed to be, “accredited
investors,” as defined in Rule 501(a) of Regulation D
under the Securities Act. Because the 2012 Credit
Card Offering has not been registered under the Securities
Act, the securities sold in the 2012 Credit Card Offering are
“restricted securities” within the meaning of
Rule 144 under the Securities Act, and investors will not be
able to sell the securities in the United States absent an
effective registration statement or an applicable exemption
from registration.
Directors
and officers of the Company invested $245,000 in the 2012
Credit Card Offering and were issued 2012 Credit Card Notes
with a face amount of $245,000 and 24,500 shares of common
stock. Investors having a beneficial ownership in
the Company of more than 5% who are not also directors or
officers of the Company invested $350,000 in the 2012 Credit
Card Offering and were issued 2012 Credit Card Notes with a
face amount of $350,000 and 35,000 shares of common
stock. The investments by the directors, officers,
and investors having a beneficial ownership in the Company of
more than 5%, were on the same terms and conditions as all
other investors in the 2012 Credit Card Offering.
The
2012 Credit Card Notes bear interest at 15% per annum and
have a final maturity of November 1, 2013. 20% of
the Company’s daily credit card receipts will be held
in escrow with First Western Trust Bank under an Escrow and
Account Control Agreement to fund bi-weekly payments of
principal and interest to the investors in the 2012 Credit
Card Offering.
As
of June 30, 2013, $467,609 was outstanding under the 2012
Credit Card Notes, including accrued interest, and we were
current and in compliance with all terms and
conditions.
Pawnee
Lease Promissory Note
On
November 30, 2011, the Company executed a promissory note
(the “Lease Promissory Note”) in the principal
amount of $116,401 in favor of Pawnee Properties, LLC
(“Pawnee”). The Lease Promissory Note
details the terms and conditions pursuant to which the
Company will pay to Pawnee past due rent and building
operating expenses related to our headquarters
lease. The Lease Promissory Note carries an
interest rate of 6% per annum for the first twelve months,
and 8% per annum thereafter. Payments of principal
and interest are due on the first day of each month during
the periods: (i) December 2011 through April 2012 (aggregate
payments for the period of $45,000); (ii) November 2012
through April 2013 (aggregate payments for the period of
$45,000); and (iii) November 2013 through March 2014
(aggregate payments for the period of $36,064, which amount
will be reduced by $4,500 in the event that all payments due
during the term of the Lease Promissory Note are made on a
timely basis). The Lease Promissory Note can be
prepaid at any time, at the option of the Company, without
penalty. In the event of a default in payment, the
interest rate would be increased to 15% per annum and Pawnee
would have the option to (i) declare the Lease Promissory
Note to be immediately payable, or (ii) add the accrued
interest to the principal balance. As of June 30,
2013, the outstanding balance of the Lease Promissory Note,
including accrued interest, was $34,693 and we were current
and in compliance with all terms and conditions.
|
6. Income Taxes
|
3 Months Ended | ||
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Jun. 30, 2013
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|||
Income Tax Disclosure [Abstract] | |||
Income Tax Disclosure [Text Block] |
The
Company follows the guidance in ASC 740, Accounting for
Uncertainty in Income Taxes (“ASC 740”)
which clarifies the accounting for uncertainty in income
taxes recognized in an enterprise’s financial
statements. This interpretation defines the
minimum recognition threshold a tax position is required to
meet before being recognized in the financial
statements.
Deferred
income taxes are recognized for the tax consequences in
future years of differences between the tax basis of assets
and liabilities and their financial reporting amounts at the
end of each period, based on enacted laws and statutory rates
applicable to the periods in which the differences are
expected to affect taxable income. Any liability
for actual taxes to taxing authorities is recorded as income
tax liability. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income
in the period that includes the enactment date. A
valuation allowance is established against such assets where
management is unable to conclude more likely than not that
such asset will be realized. As of June 30, 2013 and March
31, 2013, the Company recognized a valuation allowance equal
to 100% of the net deferred tax asset balance and the Company
has no unrecognized tax benefits related to uncertain tax
positions.
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4. Convertible Preferred Stock
|
3 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jun. 30, 2013
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|||||||
Disclosure Text Block Supplement [Abstract] | |||||||
Preferred Stock [Text Block] |
Series
B Convertible Preferred Stock and Related Transactions
On
April 22, 2013, the Company entered into a Securities
Purchase Agreement with Scotts
Miracle-Gro. Pursuant to the Securities Purchase
Agreement, Scotts Miracle-Gro acquired 2,649,007 shares of
the Company’s Series B Convertible Preferred Stock, par
value $0.001 per share (the “Series
B Preferred Stock”), and (ii) a warrant to purchase
shares of the Company’s common stock (the
“Warrant,” as described in greater detail below)
for an aggregate purchase price of
$4,000,000. After deducting offering expenses,
including commissions and expenses paid to the
Company’s advisor, net cash proceeds totaled to
$3,842,685. The Company used $950,000 of the net
proceeds to repay “in full” (with concessions)
the Promissory Note due to Main Power. The Company
plans to use the remaining net proceeds for working capital
and general corporate purposes.
The
Company also issued a warrant to purchase 125,000 shares of
the Company’s common stock to the placement
agent. This warrant has an exercise price of $1.54
per share (125% of the average closing price of the
Company’s common stock during the five-day period prior
to the April 22, 2013 closing date). The value of this
warrant was estimated at $107,500, based on the Black-Scholes
model with the following assumptions, stock price of $1.30,
calculated exercise price of $1.54, expected like of three
years, annualized volatility of 117.2% and a discount rate of
0.39%., The value of the warrant was recorded as stock
issuance costs.
The
Series B Preferred Stock is convertible into 2,649,007 shares
of the Company’s common stock ($4,000,000 divided by a
conversion price of $1.51 per share). The Series B
Preferred Stock bears a cumulative annual dividend of 8.0%,
payable in shares of the Company’s common stock at a
conversion price of $1.51 per share (subject to customary
anti-dilution rights, as described in the Series B Preferred
Stock Certificates of Designations). The Series B
Preferred Stock does not have a liquidation preference and
shall vote on an “as-converted” basis with the
common stock. The Series B Preferred Stock
automatically converts into the Company’s common stock:
(i) upon the affirmative election of the holders of at least
a majority of the then outstanding shares of the Series B
Preferred Stock voting together as a single class on an
as-if-converted to common stock basis; or (ii) if, at the
date of exercise in whole or in part of the Warrant, the
holder (or holders) of the Series B Preferred Stock own 50.1%
of the issued and the Company’s then-outstanding common
stock, giving effect to the issuance of shares of common
stock in connection with the conversion of the Series B
Preferred Stock and such exercise of the Warrant.
The
Warrant entitles, but does not obligate, Scotts Miracle-Gro
to purchase a number of shares of common stock that, on a
“fully diluted basis” (as defined in the
Securities Purchase Agreement), constitute 80% of the
Company’s outstanding capital stock (when added to all
other shares owned by Scotts Miracle-Gro), as calculated as
of the date or dates of exercise. The Warrant can
be exercised at any time and from time to time for a period
of five years between April 22, 2016 and April 22, 2021 (the
third and eighth anniversary of the closing
date). In addition, the Warrant can be exercised
in any increment; there is no obligation to exercise the
entire Warrant at one time. The exercise price of
the Warrant shall be equal to the quotient obtained by
dividing:
by
The
Warrant expires on April 22, 2021, the eighth anniversary of
the closing date. The Warrant contains customary
anti-dilution rights (for stock splits, stock dividends and
sales of substantially all the Company’s
assets). Scotts Miracle-Gro also has the right to
participate pro rata, based on Scotts Miracle-Gro’s
percentage equity ownership in the Company (assuming the
exercise of Scotts Miracle-Gro’s Warrant, but not the
exercise of any options outstanding under the Company’s
equity compensation plans) in future issuances of the
Company’s equity securities. Upon exercise
of the Warrant and demand by Scotts Miracle-Gro, the Company
must use its best efforts to file a Registration Statement on
Form S-3, or, if the Company is not eligible for Form S-3, on
Form S-1 (collectively, the “Registration
Statement”), covering the shares of the Company’s
common stock covered by the Preferred Stock and the Warrant,
within 120 calendar days after receipt of Scotts
Miracle-Gro’s demand for registration and shall use its
best efforts to cause the Registration Statement to become
effective as soon as possible thereafter.
The
Private Offering and sale of the Series B Preferred Stock and
Warrant was conducted in reliance upon exemptions from
registration requirements under the Securities Act,
including, without limitation, those under Regulation D
promulgated under the Securities Act. Scotts
Miracle-Gro is an “accredited investor,” as
defined in Rule 501 of Regulation D under the Securities
Act. Because the Series B Preferred Stock and the
Warrant have not been registered under the Securities Act,
they may not be reoffered or resold in the United States
absent registration or an applicable exemption from
registration.
The
foregoing description of the Securities Purchase Agreement,
the Certificates of Designations for the Series B Preferred
Stock, the Warrant, and the resulting transaction is only a
summary, does not purport to be complete, and is qualified in
its entirety by reference to the full text of the applicable
documents, each of which was included as an exhibit to the
Company’s Current Report on Form 8-K, as filed with the
SEC on April 23, 2013. The warrant on the Series B
Convertible Preferred Stock was accounted for as a liability
at its estimated fair value of $563,533 as of June 30, 2013.
The warrant liability will be re-measured to fair value at
the end of each reporting period it is exercised or expires.
The Company calculated the fair value of the warrants during
the quarter ended June 30, 2013 using a multiple based
valuation model.
In
conjunction with the “Private Offering” of Series
B Preferred Stock and the Warrant above, the Company used
$950,000 of the net proceeds to repay “in full”
(with concessions) the Main Power Promissory
Note. Main Power also released the Company’s
pledged collateral and the parties agreed to terminate the
Letter Agreement and Promissory Note effective as of April
22, 2013. The Company did not incur any early
termination penalties. As of April 23, 2013, there was
$237,138 in consignment inventory held by Main Power that was
fully reserved for during the three month period ending June
30, 2013.
In
conjunction with the Private Offering described above, the
Company and Scotts Miracle-Gro also agreed to enter an
Intellectual Property Sale Agreement, a Technology License
Agreement, a Brand License Agreement, and a Supply Chain
Services Agreement. The Intellectual Property Sale
Agreement and the Technology License constitute an agreement
of sales of future revenues. Since the Company received cash
from Scotts Miracle-Gro and agreed to pay for a defined
period a specified percentage of the revenue, and the Company
has significant involvement in the generation of the revenue,
the excess paid over net book value is classified as debt and
is being amortized under the effective interest
method.
As
of June 30, 2013, $297,493 was recorded as debt on the
condensed balance sheets.
For
more details, please refer to Note 8 “Subsequent
Events” to the financial statements included in the
Company’s Annual Report on Form 10-K, as filed with the
SEC on July 1, 2013.
|
6. Income Taxes (Details)
|
Jun. 30, 2013
|
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Income Tax Disclosure [Abstract] | |
Valuation allowance, percentage | 100.00% |