|
[X]
|
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
|
For the quarterly period ended June 30, 2019
|
|
[ ]
|
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
|
Delaware
|
|
90-0890517
|
(State or other jurisdiction of incorporation or
organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
2400 Boswell Road, Chula Vista, CA
|
|
91914
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which
registered
|
Common
Stock
|
YGYI
|
The
Nasdaq Capital Market
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
Non-accelerated filer
|
[X]
|
Smaller reporting company
|
[X]
|
|
|
Emerging growth company
|
[ ]
|
|
|
|
|
|
|
Page
|
|
PART I. FINANCIAL INFORMATION
|
|
|
|
|
|
||
|
||
|
||
|
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|
||
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|
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PART II. OTHER INFORMATION
|
|
|
|
|
|
As
of
|
|
|
June 30,
2019
|
December 31,
2018
|
ASSETS
|
(Unaudited)
|
|
Current Assets
|
|
|
Cash
and cash equivalents
|
$2,088
|
$2,879
|
Accounts
receivable, trade
|
36,863
|
4,028
|
Income
tax receivable
|
231
|
74
|
Inventory
|
24,797
|
21,776
|
Advances
(Note 1)
|
-
|
5,000
|
Notes
receivable (Note 1)
|
5,097
|
-
|
Prepaid
expenses and other current assets
|
5,686
|
5,263
|
Total
current assets
|
74,762
|
39,020
|
|
|
|
Property
and equipment, net
|
21,249
|
15,105
|
Operating
lease right-of-use assets
|
5,481
|
-
|
Deferred
tax assets
|
75
|
148
|
Intangible
assets, net
|
23,332
|
15,377
|
Goodwill
|
10,676
|
6,323
|
Other
assets – notes receivable
|
949
|
-
|
Total
assets
|
$136,524
|
$75,973
|
|
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
|
|
Current Liabilities
|
|
|
Accounts
payable
|
$34,061
|
$8,478
|
Accrued
distributor compensation
|
3,740
|
3,289
|
Accrued
expenses
|
9,259
|
6,582
|
Deferred
revenues
|
2,260
|
2,312
|
Line
of credit
|
2,002
|
2,256
|
Other
current liabilities
|
983
|
1,912
|
Operating
lease liabilities, current portion
|
772
|
-
|
Finance
lease liabilities, current portion
|
1,103
|
1,168
|
Notes
payable, current portion
|
159
|
141
|
Convertible
notes payable, current portion
|
716
|
647
|
Warrant
derivative liability
|
4,969
|
9,216
|
Contingent
acquisition debt, current portion
|
695
|
795
|
Total
current liabilities
|
60,719
|
36,796
|
|
|
|
Operating
lease liabilities, net of current portion
|
4,708
|
-
|
Finance
lease liabilities, net of current portion
|
778
|
1,107
|
Notes
payable, net of current portion
|
10,525
|
7,629
|
Convertible
notes payable, net of current portion
|
2,358
|
-
|
Contingent
acquisition debt, net of current portion
|
6,898
|
7,466
|
Total
liabilities
|
85,986
|
52,998
|
|
|
|
Commitments
and contingencies (Note 1)
|
|
|
|
|
|
Stockholders’ Equity
|
|
|
Preferred
Stock, $0.001 par value: 5,000,000 shares authorized
|
|
|
Convertible
Preferred Stock, Series A – 161,135 shares issued and
outstanding at June 30, 2019 and December 31, 2018
|
-
|
-
|
Convertible
Preferred Stock, Series B – 129,437 shares issued and
outstanding at June 30, 2019 and December 31, 2018; $1.254 million
liquidation preference as of June 30, 2019.
|
-
|
-
|
Common
Stock, $0.001 par value: 50,000,000 shares authorized; 29,316,445
and 25,760,708 shares issued and outstanding at June 30, 2019 and
December 31, 2018, respectively
|
29
|
26
|
Additional
paid-in capital
|
246,584
|
206,757
|
Accumulated
deficit
|
(196,070)
|
(183,763)
|
Accumulated
other comprehensive loss
|
(5)
|
(45)
|
Total
stockholders’ equity
|
50,538
|
22,975
|
Total Liabilities and
Stockholders’ Equity
|
$136,524
|
$75,973
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Revenues
|
$53,687
|
$44,255
|
$109,987
|
$87,249
|
Cost
of revenues
|
27,765
|
18,873
|
57,216
|
36,855
|
Gross
profit
|
25,922
|
25,382
|
52,771
|
50,394
|
Operating
expenses
|
|
|
|
|
Distributor
compensation
|
14,497
|
16,487
|
29,387
|
32,065
|
Sales
and marketing
|
2,786
|
3,076
|
6,805
|
6,575
|
General
and administrative
|
8,251
|
5,166
|
28,132
|
11,077
|
Total
operating expenses
|
25,534
|
24,729
|
64,324
|
49,717
|
Operating
income (loss)
|
388
|
653
|
(11,553)
|
677
|
Interest
expense, net
|
(1,062)
|
(1,549)
|
(2,569)
|
(3,261)
|
Change
in fair value of warrant derivative liability
|
401
|
192
|
1,887
|
904
|
Extinguishment
loss on debt
|
-
|
-
|
-
|
(1,082)
|
Total
other expense
|
(661)
|
(1,357)
|
(682)
|
(3,439)
|
Loss
before income taxes
|
(273)
|
(704)
|
(12,235)
|
(2,762)
|
Income
tax (benefit) provision
|
(226)
|
(90)
|
72
|
160
|
Net
loss
|
(47)
|
(614)
|
(12,307)
|
(2,922)
|
Preferred
stock dividends
|
(28)
|
(42)
|
(42)
|
(45)
|
Net
loss attributable to common stockholders
|
$(75)
|
$(656)
|
$(12,349)
|
$(2,967)
|
|
|
|
|
|
Net
loss per share, basic
|
$(0.00)
|
$(0.03)
|
$(0.44)
|
$(0.14)
|
Net
loss per share, diluted (Note 2)
|
$(0.02)
|
$(0.03)
|
$(0.48)
|
$(0.14)
|
|
|
|
|
|
Weighted
average shares outstanding, basic
|
29,133,150
|
21,506,833
|
28,359,660
|
20,630,383
|
Weighted
average shares outstanding, diluted
|
29,357,347
|
21,506,833
|
28,700,295
|
20,630,383
|
|
Three Months Ended
June 30,
|
Six Months Ended
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Net
loss
|
$(47)
|
$(614)
|
$(12,307)
|
$(2,922)
|
Foreign
currency translation
|
(62)
|
28
|
40
|
229
|
Total
other comprehensive income (loss)
|
(62)
|
28
|
40
|
229
|
Comprehensive
loss
|
$(109)
|
$(586)
|
$(12,267)
|
$(2,693)
|
|
Three
Months Ended June 30, 2019
|
|||||||||
|
Series A
Preferred Stock
|
Series B
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Accumulated
Other
Comprehensive
|
Accumulated
|
Total Stockholders'
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Loss
|
Deficit
|
Equity
|
Balance at March 31, 2019
|
161,135
|
$-
|
129,437
|
$-
|
28,890,671
|
$29
|
$243,555
|
$57
|
$(196,023)
|
$47,618
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(47)
|
(47)
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(62)
|
-
|
(62)
|
Issuance
of common stock from exercise of stock options and warrants,
net
|
-
|
-
|
-
|
-
|
64,524
|
-
|
293
|
-
|
-
|
293
|
Issuance
of common stock for services
|
-
|
-
|
-
|
-
|
100,000
|
-
|
571
|
-
|
-
|
571
|
Issuance
of common stock in private offering, net of issuance
costs
|
-
|
-
|
-
|
-
|
250,000
|
-
|
1,375
|
-
|
-
|
1,375
|
Issuance
of common stock for convertible note financing, net of issuance
costs
|
-
|
-
|
-
|
-
|
11,250
|
-
|
135
|
-
|
-
|
135
|
Warrant
issued upon vesting for services
|
-
|
-
|
-
|
-
|
-
|
-
|
270
|
-
|
-
|
270
|
Dividends
on preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(28)
|
-
|
-
|
(28)
|
Stock
based compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
413
|
-
|
-
|
413
|
Balance at June 30, 2019
|
161,135
|
$-
|
129,437
|
$-
|
29,316,445
|
$29
|
$246,584
|
$(5)
|
$(196,070)
|
$50,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six
Months Ended June 30, 2019
|
|||||||||
|
|
|
|
|
|
|
|
|||
|
Series A
Preferred Stock
|
Series B
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Accumulated
Other
Comprehensive
|
Accumulated
|
Total Stockholders'
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Loss
|
Deficit
|
Equity
|
Balance at December 31, 2018
|
161,135
|
$-
|
129,437
|
$-
|
25,760,708
|
$26
|
$206,757
|
$(45)
|
$(183,763)
|
$22,975
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(12,307)
|
(12,307)
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
40
|
-
|
40
|
Issuance
of common stock from at-the-market offering and exercise of stock
options and warrants, net
|
-
|
-
|
-
|
-
|
374,160
|
1
|
1,747
|
-
|
-
|
1,748
|
Issuance
of common stock for services
|
-
|
-
|
-
|
-
|
175,000
|
-
|
988
|
-
|
-
|
988
|
Issuance
of common stock in private offering, net of issuance
costs
|
-
|
-
|
-
|
-
|
505,000
|
-
|
3,125
|
-
|
-
|
3,125
|
Issuance
of common stock for acquisition of Khrysos
|
-
|
-
|
-
|
-
|
1,794,972
|
1
|
12,649
|
-
|
-
|
12,650
|
Issuance
of common stock for debt financing, net of issuance
costs
|
-
|
-
|
-
|
-
|
40,000
|
-
|
350
|
-
|
-
|
350
|
Issuance
of common stock for true-up shares
|
-
|
-
|
-
|
-
|
44,599
|
-
|
281
|
-
|
-
|
281
|
Issuance
of common stock for convertible note financing, net of issuance
costs
|
-
|
-
|
-
|
-
|
72,250
|
-
|
428
|
-
|
-
|
428
|
Issuance
of common stock related to purchase of land - H&H
|
-
|
-
|
-
|
-
|
153,846
|
-
|
1,200
|
-
|
-
|
1,200
|
Issuance
of common stock related to purchase of trademark -
H&H
|
-
|
-
|
-
|
-
|
100,000
|
-
|
750
|
-
|
-
|
750
|
Issuance
of common stock related to advance for working capital (note
receivable) net of settlement of debt
|
-
|
-
|
-
|
-
|
295,910
|
1
|
2,308
|
-
|
-
|
2,309
|
Release
of warrant liability upon exercise of warrants
|
-
|
-
|
-
|
-
|
-
|
-
|
866
|
-
|
-
|
866
|
Release
of warrant liability upon reclassification of liability to
equity
|
-
|
-
|
-
|
-
|
-
|
-
|
1,494
|
-
|
-
|
1,494
|
Warrant
issued upon vesting for services
|
-
|
-
|
-
|
-
|
-
|
-
|
1,926
|
-
|
-
|
1,926
|
Dividends
on preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(42)
|
-
|
-
|
(42)
|
Stock
based compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
11,757
|
-
|
-
|
11,757
|
Balance at June 30, 2019
|
161,135
|
$-
|
129,437
|
$-
|
29,316,445
|
$29
|
$246,584
|
$(5)
|
$(196,070)
|
$50,538
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, 2018
|
|||||||||
|
Series A
Preferred Stock
|
Series B
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Accumulated Other Comprehensive
|
Accumulated
|
Total Stockholders'
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Loss
|
Deficit
|
Equity
|
Balance at March 31, 2018
|
161,135
|
-
|
381,173
|
-
|
21,305,755
|
21
|
181,501
|
(80)
|
(166,001)
|
15,441
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(614)
|
(614)
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
28
|
-
|
28
|
Issuance
of common stock for services
|
-
|
-
|
-
|
-
|
125,000
|
-
|
518
|
-
|
-
|
518
|
Issuance
of common stock for conversion of Series B preferred
stock
|
-
|
-
|
(52,632)
|
-
|
105,264
|
1
|
-
|
-
|
-
|
1
|
Warrant
modification
|
-
|
-
|
-
|
-
|
-
|
-
|
283
|
-
|
-
|
283
|
Dividends
on preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(42)
|
-
|
-
|
(42)
|
Stock
based compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
215
|
-
|
-
|
215
|
Balance at June 30, 2018
|
161,135
|
$-
|
328,541
|
$-
|
21,536,019
|
$22
|
$182,475
|
$(52)
|
$(166,615)
|
$15,830
|
|
|
|
|
|
||||||
|
|
|
|
|
|
Six Months Ended June 30, 2018
|
|||||||||
|
Series A
Preferred Stock
|
Series B
Preferred Stock
|
Common Stock
|
Additional
Paid-in
|
Accumulated Other Comprehensive
|
Accumulated
|
Total Stockholders'
|
|||
|
Shares
|
Amount
|
Shares
|
Amount
|
Shares
|
Amount
|
Capital
|
Loss
|
Deficit
|
Equity
|
Balance at
December 31, 2017
|
161,135
|
-
|
-
|
-
|
19,723,285
|
20
|
171,405
|
(281)
|
(163,693)
|
7,451
|
Net
loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,922)
|
(2,922)
|
Foreign
currency translation adjustment
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
229
|
-
|
229
|
Issuance
of Series B preferred stock, net of issuance cost
|
-
|
-
|
381,173
|
-
|
-
|
-
|
3,289
|
-
|
-
|
3,289
|
Issuance
of common stock pursuant to the exercise of stock options and
warrants
|
-
|
-
|
-
|
-
|
437
|
-
|
2
|
-
|
-
|
2
|
Issuance
of common stock for services
|
-
|
-
|
-
|
-
|
130,000
|
-
|
545
|
-
|
-
|
545
|
Issuance
of common stock for conversion of Series B preferred
stock
|
-
|
-
|
(52,632)
|
-
|
105,264
|
1
|
-
|
-
|
-
|
1
|
Issuance
of common stock for conversion of Notes – 2017
Notes
|
-
|
-
|
-
|
-
|
1,577,033
|
1
|
6,544
|
-
|
-
|
6,545
|
Warrant
modification
|
-
|
-
|
-
|
-
|
-
|
-
|
283
|
-
|
-
|
283
|
Dividends
on preferred stock
|
-
|
-
|
-
|
-
|
-
|
-
|
(45)
|
-
|
-
|
(45)
|
Stock
based compensation expense
|
-
|
-
|
-
|
-
|
-
|
-
|
452
|
-
|
-
|
452
|
Balance at June 30, 2018
|
161,135
|
$-
|
328,541
|
$-
|
21,536,019
|
$22
|
$182,475
|
$(52)
|
$(166,615)
|
$15,830
|
|
Six Months Ended
June 30,
|
|
|
2019
|
2018
|
Cash Flows from Operating Activities:
|
|
|
Net
loss
|
$(12,307)
|
$(2,922)
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|
|
Depreciation
and amortization
|
2,333
|
2,594
|
Stock-based
compensation expense
|
11,757
|
452
|
Amortization
of debt discounts and issuance costs
|
534
|
844
|
Equity
issuance costs for services
|
2,541
|
98
|
Change
in fair value of warrant derivative liability
|
(1,887)
|
(904)
|
Change
in fair value of contingent acquisition debt
|
(433)
|
(1,459)
|
Extinguishment
loss on debt
|
-
|
1,082
|
Change
in inventory reserve
|
159
|
(700)
|
Stock
issuance for true-up shares
|
281
|
-
|
Deferred
taxes
|
73
|
137
|
Changes
in operating assets and liabilities, net of effect from business
combinations:
|
|
|
Accounts
receivable
|
(32,526)
|
(2,440)
|
Inventory
|
(1,916)
|
(94)
|
Prepaid
expenses and other current assets
|
(844)
|
(585)
|
Accounts
payable
|
25,254
|
(1,135)
|
Accrued
distributor compensation
|
451
|
(14)
|
Deferred
revenues
|
(52)
|
1,502
|
Accrued
expenses and other liabilities
|
1,358
|
1,958
|
Income
taxes receivable
|
(157)
|
(90)
|
Net Cash Used in Operating Activities
|
(5,381)
|
(1,676)
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
Acquisitions,
net of cash acquired
|
(425)
|
(50)
|
Purchases
of property and equipment
|
(3,269)
|
(160)
|
Net Cash Used in Investing Activities
|
(3,694)
|
(210)
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
Proceeds
from issuance of promissory notes, net of offering
costs
|
5,125
|
-
|
Proceeds
from issuance of Series B convertible preferred stock, net of
offering costs
|
-
|
3,289
|
Proceeds
from private placement of common stock, net of offering
costs
|
2,684
|
-
|
Proceeds
from at-the-market-offering and exercise of stock options and
warrants, net
|
1,748
|
3
|
Payments
net of repayment on line of credit
|
(254)
|
(894)
|
Payments
of notes payable
|
(68)
|
(94)
|
Payments
of contingent acquisition debt
|
(235)
|
(78)
|
Payments
of finance leases
|
(734)
|
(542)
|
Payments
of dividends
|
(22)
|
-
|
Net Cash Provided by Financing Activities
|
8,244
|
1,684
|
Foreign Currency Effect on Cash
|
40
|
229
|
Net
(decrease) increase in cash and cash equivalents
|
(791)
|
27
|
Cash and Cash Equivalents, Beginning of Period
|
2,879
|
673
|
Cash and Cash Equivalents, End of Period
|
$2,088
|
$700
|
|
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
Cash paid during the period for:
|
|
|
Interest
|
$1,858
|
$2,427
|
Income
taxes
|
$148
|
$30
|
|
|
|
Supplemental Disclosures of Noncash Investing and Financing
Activities
|
|
|
Purchases
of property and equipment funded by finance leases
|
$42
|
$680
|
Purchases
of property and equipment funded by mortgage
agreements
|
$450
|
$-
|
Fair
value of stock issued for services (Note 10)
|
$988
|
$545
|
Fair
value of stock issued for property and equipment
(land)
|
$1,200
|
$-
|
Fair
value of stock issued for purchase of intangibles
(tradename)
|
$750
|
$-
|
Fair
value of stock issued for note receivable, net of debt
settlement
|
$2,309
|
$-
|
Change
in warrant derivative liability to equity classification, warrant
modification
|
$-
|
$284
|
Dividends
declared but not paid at the end of period (Note 10)
|
$25
|
$39
|
Acquisitions
of net assets in exchange for contingent debt, net of purchase
price adjustments
|
$-
|
$1,877
|
Conversion
of 2017 Notes to Common Stock
|
$-
|
$7,254
|
●
|
Domestic direct selling network is operated through the following
(i) domestic subsidiaries: AL Global Corporation, 2400 Boswell LLC,
MK Collaborative LLC, and Youngevity Global LLC and (ii) foreign
subsidiaries: Youngevity Australia Pty. Ltd., Youngevity NZ, Ltd.,
Youngevity Mexico S.A. de CV, Youngevity Israel, Ltd., Youngevity
Russia, LLC, Youngevity Colombia S.A.S, Youngevity International
Singapore Pte. Ltd., Mialisia Canada, Inc. and Legacy for Life
Limited (Hong Kong). The Company also operates through the
BellaVita Group LLC, with operations in Taiwan, Hong Kong,
Singapore, Indonesia, Malaysia and Japan. The Company
also operates subsidiary branches of
Youngevity Global LLC in the Philippines and
Taiwan.
|
●
|
Commercial coffee business is operated through CLR Roasters LLC
(“CLR”)
and its wholly owned subsidiary, Siles Plantation Family Group S.A.
(“Siles”).
|
●
|
Commercial hemp business is operated through the Company’s
wholly owned subsidiary, Khrysos Industries, Inc., a Delaware
corporation. Khrysos Industries, Inc. acquired the assets of
Khrysos Global Inc. a Florida corporation in February 2019 and the
wholly-owned subsidiaries of Khrysos Global Inc., INXL
Laboratories, Inc., a Florida corporation and INX Holdings, Inc., a
Florida corporation.
|
|
Three Months Ended
June 30,
(unaudited)
|
Six Months Ended
June 30,
(unaudited)
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Loss
per Share – Basic
|
|
|
|
|
Numerator
for basic loss per share
|
$(75,000)
|
$(656,000)
|
$(12,349,000)
|
$(2,967,000)
|
Denominator
for basic loss per share
|
29,133,150
|
21,506,833
|
28,359,660
|
20,630,383
|
Loss
per common share - basic
|
$(0.00)
|
$(0.03)
|
$(0.44)
|
$(0.14)
|
|
|
|
|
|
Loss per Share - Diluted
|
|
|
|
|
Numerator
for basic loss per share
|
$(75,000)
|
$(656,000)
|
$(12,349,000)
|
$(2,967,000)
|
Adjust:
Fair value of dilutive warrants outstanding
|
(357,000)
|
-
|
(1,478,000)
|
-
|
Numerator
for dilutive loss per share
|
$(432,000)
|
$(656,000)
|
$(13,827,000)
|
$(2,967,000)
|
|
|
|
|
|
Denominator
for basic loss per share
|
29,133,150
|
21,506,833
|
28,359,660
|
20,630,383
|
Adjust:
Incremental shares underlying “in the money” warrants
outstanding
|
224,197
|
-
|
340,635
|
-
|
Denominator
for dilutive loss per share
|
29,357,347
|
21,506,833
|
28,700,295
|
20,630,383
|
Loss
per common share - diluted
|
$(0.02)
|
$(0.03)
|
$(0.48)
|
$(0.14)
|
|
|
|
|
|
|
As of
|
|
|
June 30,
2019
|
December 31,
2018
|
|
(unaudited)
|
|
Finished
goods
|
$12,602
|
$11,300
|
Raw
materials
|
14,622
|
12,744
|
Total
inventory
|
27,224
|
24,044
|
Reserve
for excess and obsolete
|
(2,427)
|
(2,268)
|
Inventory,
net
|
$24,797
|
$21,776
|
Leases
|
Classification
|
June 30,
2019
|
|
|
(unaudited)
|
Assets
|
|
|
Operating
lease right-of-use assets
|
Operating
Lease Right-of-Use Assets
|
$5,481
|
Finance
lease right-of-use assets
|
Property, plant and equipment, net at cost, net of
Accumulated Depreciation
(1)
|
1,283
|
Total
leased assets
|
|
$6,764
|
Liabilities
|
|
|
Current
|
|
|
Operating
|
Other
Current Liabilities
|
$772
|
Finance
|
Current
Portion of Long-term Debt
|
1,103
|
Noncurrent
|
|
|
Operating
|
Non-current
Operating Lease Liabilities
|
4,708
|
Finance
|
Long-term
Debt, net of current portion
|
778
|
Total
lease liabilities
|
|
$7,361
|
(1)
|
Finance lease assets are recorded net of accumulated amortization
of approximately $525,000 as of June 30, 2019.
|
|
|
Three Months Ended
|
Six Months Ended
|
||
Lease Cost
|
Classification
|
June 30,
2019
(unaudited)
|
June 30,
2018
(unaudited)
|
June 30,
2019
(unaudited)
|
June 30,
2018
(unaudited)
|
Operating
lease cost
|
SG&A
Expenses
|
$271
|
$-
|
$542
|
$-
|
Finance
lease cost
|
|
|
|
|
|
Amortization
of leased assets
|
Depreciation
and Amortization
|
94
|
-
|
190
|
-
|
Interest
on lease liabilities
|
Net
Interest Expense
|
34
|
-
|
71
|
-
|
Net
lease cost
|
|
$399
|
$-
|
$803
|
$-
|
|
Operating Leases
|
Finance Leases
|
2019
|
$1,055
|
$1,213
|
2020
|
764
|
699
|
2021
|
657
|
95
|
2022
|
391
|
15
|
2023
|
628
|
9
|
Thereafter
|
3,490
|
8
|
Total
lease payments
|
6,985
|
2,039
|
Less
imputed interest
|
1,505
|
158
|
Present
value of lease liabilities
|
$5,480
|
$1,881
|
Lease Term and Discount Rate
|
June 30,
2019
(unaudited)
|
Weighted-average
remaining lease term (years)
|
|
Operating
leases
|
5.6
|
Finance
leases
|
1.98
|
Weighted-average
discount rate
|
|
Operating
leases
|
5.5%
|
Finance
leases
|
9.0%
|
|
Three Months Ended
June 30,
(unaudited)
|
Six Months Ended
June 30,
(unaudited)
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Direct
Selling Segment
|
$32,124
|
$36,846
|
$65,544
|
$72,157
|
Commercial
Coffee - coffee roaster
|
3,289
|
2,882
|
6,069
|
9,512
|
Commercial
Coffee - green coffee
|
18,000
|
4,527
|
38,033
|
5,580
|
Commercial
Hemp
|
274
|
-
|
341
|
-
|
Total
revenue
|
$53,687
|
$44,255
|
$109,987
|
$87,249
|
Present value of
cash consideration
|
$1,894
|
Estimated fair
value of common stock issued
|
12,649
|
Aggregate purchase
price
|
$14,543
|
The following table
summarizes the estimated preliminary fair values of the assets
acquired and liabilities assumed in February 2019 (in
thousands):
|
|
Current
assets
|
$211
|
Inventory
|
1,264
|
Property, plant and
equipment
|
2,260
|
Trademarks and
trade name
|
1,876
|
Customer-related
intangible
|
5,629
|
Non-compete
intangible
|
956
|
Goodwill
|
4,353
|
Current
liabilities
|
(1,913)
|
Notes
payable
|
(518)
|
Net assets
acquired
|
$14,118
|
|
June 30, 2019
(unaudited)
|
December 31, 2018
|
||||
|
Cost
|
Accumulated
Amortization
|
Net
|
Cost
|
Accumulated
Amortization
|
Net
|
Distributor
organizations
|
$14,559
|
$10,010
|
$4,549
|
$14,559
|
$9,575
|
$4,984
|
Trademarks
and trade names
|
9,963
|
2,209
|
7,754
|
7,337
|
1,781
|
5,556
|
Customer
relationships
|
16,028
|
6,068
|
9,960
|
10,398
|
5,723
|
4,675
|
Internally
developed software
|
720
|
607
|
113
|
720
|
558
|
162
|
Non-compete
agreement
|
956
|
-
|
956
|
-
|
-
|
-
|
Intangible
assets
|
$42,226
|
$18,894
|
$23,332
|
$33,014
|
$17,637
|
$15,377
|
|
June 30,
2019
(unaudited)
|
December 31,
2018
|
Goodwill,
commercial coffee
|
$3,314
|
$3,314
|
Goodwill,
direct selling
|
3,009
|
3,009
|
Goodwill,
commercial hemp
|
4,353
|
-
|
Total
goodwill
|
$10,676
|
$6,323
|
|
June 30,
2019
(unaudited)
|
December 31,
2018
|
8%
Convertible Notes due July and August 2019 (2014 Notes),
principal
|
$750
|
$750
|
Debt
discounts
|
(34)
|
(103)
|
Carrying
value of 2014 Notes
|
716
|
647
|
|
|
|
6%
Convertible Notes due February and March 2021 (2019 PIPE Notes),
principal
|
2,890
|
-
|
Debt
discounts
|
(532)
|
-
|
Carrying
value of 2019 PIPE Notes
|
2,358
|
-
|
|
|
|
Total
carrying value of convertible notes payable
|
$3,074
|
$647
|
|
June 30, 2019
(unaudited)
|
December 31,
2018
|
Stock
price volatility
|
100.4%-106.8%
|
83.78%-136.76%
|
Risk-free
interest rates
|
1.87%-2.18%
|
2.465%-2.577%
|
Annual
dividend yield
|
0%
|
0%
|
Expected life
|
0.08-1.29
years
|
0.58-2.76
|
|
Fair Value at June 30,
2019
(unaudited)
|
|||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Liabilities:
|
|
|
|
|
Contingent
acquisition debt, current portion
|
$695
|
$-
|
$-
|
$695
|
Contingent
acquisition debt, less current portion
|
6,898
|
-
|
-
|
6,898
|
Warrant
derivative liability
|
4,969
|
-
|
-
|
4,969
|
Total
liabilities
|
$12,562
|
$-
|
$-
|
$12,562
|
|
Fair Value at December 31, 2018
|
|||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
Liabilities:
|
|
|
|
|
Contingent
acquisition debt, current portion
|
$795
|
$-
|
$-
|
$795
|
Contingent
acquisition debt, less current portion
|
7,466
|
-
|
-
|
7,466
|
Warrant
derivative liability
|
9,216
|
-
|
-
|
9,216
|
Total
liabilities
|
$17,477
|
$-
|
$-
|
$17,477
|
|
Warrant Derivative Liability
|
Balance
at December 31, 2018
|
$9,216
|
Issuance
|
-
|
Adjustments
to estimated fair value
|
(1,887)
|
Adjustments
related to warrant exercises
|
(866)
|
Adjustments
related to the reclassification of warrants to equity
|
(1,494)
|
Balance
at June 30, 2019 (unaudited)
|
$4,969
|
|
Contingent Consideration
|
Balance
at December 31, 2018
|
$8,261
|
Liabilities
acquired
|
-
|
Liabilities
settled
|
(235)
|
Adjustments
to liabilities included in earnings
|
(433)
|
Adjustment
to purchase price
|
-
|
Balance
at June 30, 2019 (unaudited)
|
$7,593
|
|
Number of
Warrants
|
Balance
at December 31, 2018
|
5,876,980
|
Issued
|
1,315,000
|
Expired
/ cancelled
|
-
|
Exercised
|
(288,106)
|
Balance
at June 30, 2019, outstanding
|
6,903,874
|
Balance
at June 30, 2019, exercisable
|
6,556,999
|
|
Number
of
Shares
|
Weighted
Average
Exercise
Price
|
Weighted
Average
Remaining
Contract Life (years)
|
Aggregate
Intrinsic
Value
(in
thousands)
|
Outstanding
December 31, 2018
|
2,394,379
|
$4.45
|
6.94
|
$3,049
|
Issued
|
2,540,062
|
6.66
|
|
|
Canceled /
expired
|
(133,085)
|
4.75
|
|
|
Exercised
|
(85,054)
|
4.36
|
|
-
|
Outstanding June
30, 2019
|
4,716,302
|
$5.63
|
8.13
|
$2,907
|
Exercisable June
30, 2019
|
3,719,801
|
$5.96
|
8.03
|
$1,642
|
|
Number of
Shares
|
Balance
at December 31, 2018
|
475,000
|
Issued
|
-
|
Canceled
|
(50,000)
|
Balance
at June 30, 2019
|
425,000
|
|
Three months ended
|
Six months ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Revenues
|
|
|
|
|
Direct
selling
|
$32,124
|
$36,846
|
$65,544
|
$72,157
|
Commercial
coffee
|
21,289
|
7,409
|
44,102
|
15,092
|
Commercial hemp
|
274
|
-
|
341
|
-
|
Total
revenues
|
$53,687
|
$44,255
|
$109,987
|
$87,249
|
Gross
profit
|
|
|
|
|
Direct
selling
|
$22,240
|
$25,087
|
$44,995
|
$49,822
|
Commercial
coffee
|
3,731
|
295
|
7,798
|
572
|
Commercial hemp
|
(49)
|
-
|
(22)
|
-
|
Total
gross profit
|
$25,922
|
$25,382
|
$52,771
|
$50,394
|
Operating
income (loss)
|
|
|
|
|
Direct
selling
|
$(818)
|
$1,376
|
$(13,126)
|
$2,157
|
Commercial
coffee
|
2,117
|
(723)
|
3,001
|
(1,480)
|
Commercial hemp
|
(911)
|
-
|
(1,428)
|
-
|
Total
operating income (loss)
|
$388
|
$653
|
$(11,553)
|
$677
|
Net
(loss) income
|
|
|
|
|
Direct
selling
|
$(1,250)
|
$723
|
$(14,627)
|
$132
|
Commercial
coffee
|
2,148
|
(1,337)
|
3,781
|
(3,054)
|
Commercial hemp
|
(945)
|
-
|
(1,461)
|
-
|
Total
net loss
|
$(47)
|
$(614)
|
$(12,307)
|
$(2,922)
|
Capital
expenditures
|
|
|
|
|
Direct
selling
|
$63
|
$28
|
$80
|
$115
|
Commercial
coffee
|
843
|
51
|
3,415
|
730
|
Commercial hemp
|
99
|
-
|
1,482
|
-
|
Total
capital expenditures
|
$1,005
|
$79
|
$4,977
|
$845
|
|
As of
|
|
|
June 30,
2019
(unaudited)
|
December 31,
2018
|
Total
assets
|
|
|
Direct selling
|
$40,315
|
$38,947
|
Commercial coffee
|
75,113
|
37,026
|
Commercial hemp
|
21,096
|
-
|
Total assets
|
$136,524
|
$75,973
|
|
Three months ended
|
Six months ended
|
||
|
June 30,
|
June 30,
|
||
|
2019
|
2018
|
2019
|
2018
|
Revenues
|
|
|
|
|
United
States
|
$48,105
|
$37,980
|
$98,995
|
$75,373
|
International
|
5,582
|
6,275
|
10,992
|
11,876
|
Total
revenues
|
$53,687
|
$44,255
|
$109,987
|
$87,249
|
Nutritional
supplements
|
|
Gourmet
coffee
|
Weight
management
|
|
Skincare
and cosmetics
|
Health
and wellness
|
|
Packaged
foods
|
Lifestyle
products (spa, bath, home and garden)
|
|
Pet
care
|
Digital
products including scrap and memory books
|
|
Telecare
health services
|
Apparel
and fashion accessories
|
|
Business
lending
|
|
Three
Months Ended
June 30,
|
Percentage
|
|
Segment
Revenues
|
2019
|
2018
|
Change
|
Direct
selling
|
$32,124
|
$36,846
|
(12.8)%
|
As a % of Revenue
|
59.8%
|
83%
|
(23.2)%
|
Commercial
coffee
|
21,289
|
7,409
|
187.3%
|
As a % of Revenue
|
39.7%
|
17%
|
22.7%
|
Commercial
hemp
|
274
|
-
|
100%
|
As a % of Revenue
|
0.5%
|
-
|
100%
|
Total
Revenues
|
$53,687
|
$44,255
|
21.3%
|
|
Three
Months Ended
June 30,
|
Percentage
|
|
Segment
Gross Profit (Loss)
|
2019
|
2018
|
Change
|
Direct
selling
|
$22,240
|
$25,087
|
(11.3)%
|
Gross Profit % of Revenues
|
69.2%
|
68.1%
|
(1.1)%
|
Commercial
coffee
|
3,731
|
295
|
1,164.7%
|
Gross Profit % of Revenues
|
17.5%
|
4.0%
|
13.5%
|
Commercial
hemp
|
(49)
|
-
|
100%
|
Gross Profit % of Revenues
|
(17.9)%
|
0%
|
100%
|
Total
|
$25,922
|
$25,382
|
2.1%
|
Gross Profit % of Revenues
|
48.3%
|
57.4%
|
(9.1)%
|
|
Six
Months Ended
June 30,
|
Percentage
|
|
Segment
Revenues
|
2019
|
2018
|
Change
|
Direct
selling
|
$65,544
|
$72,157
|
(9.2)%
|
As a % of Revenue
|
59.6%
|
83%
|
(23.4)%
|
Commercial
coffee
|
44,102
|
15,092
|
192.2%
|
As a % of Revenue
|
40.1%
|
17%
|
23.1%
|
Commercial
hemp
|
341
|
-
|
100%
|
As a % of Revenue
|
0.3%
|
-
|
100%
|
Total
Revenues
|
$109,987
|
$87,249
|
26.1%
|
|
Six
Months Ended
June 30,
|
Percentage
|
|
Segment
Gross Profit
|
2019
|
2018
|
Change
|
Direct
selling
|
$44,995
|
$49,822
|
(9.7)%
|
Gross Profit % of Revenues
|
68.6%
|
69%
|
(0.4)%
|
Commercial
coffee
|
7,798
|
572
|
1,263.3%
|
Gross Profit % of Revenues
|
17.7%
|
3.8%
|
13.9%
|
Commercial
hemp
|
(22)
|
-
|
100%
|
Gross Profit % of Revenues
|
(6.5)%
|
0%
|
100%
|
Total
|
$52,771
|
$50,394
|
4.7%
|
Gross Profit % of Revenues
|
48%
|
57.8%
|
(9.8)%
|
|
Three months ended
|
Six months ended
|
||
|
June 30,
(unaudited)
|
June 30,
(unaudited)
|
||
|
2019
|
2018
|
2019
|
2018
|
|
|
|
|
|
Net
loss
|
$(47)
|
$(614)
|
$(12,307)
|
$(2,922)
|
Add/Subtract:
|
|
|
|
|
Interest,
net
|
1,062
|
1,549
|
2,569
|
3,261
|
Income taxes
(benefit) provision
|
(226)
|
(90)
|
72
|
160
|
Depreciation
|
602
|
470
|
1,077
|
902
|
Amortization
|
586
|
865
|
1,256
|
1,692
|
EBITDA
|
1,977
|
2,180
|
(7,333)
|
3,093
|
Add/Subtract:
|
|
|
|
|
Equity-based
compensation
|
1,028
|
215
|
14,231
|
452
|
Loss on
extinguishment of debt
|
-
|
-
|
-
|
1,082
|
Change in the fair
value of warrant derivative
|
(401)
|
(192)
|
(1,887)
|
(904)
|
Adjusted
EBITDA
|
$2,604
|
$2,203
|
$5,011
|
$3,723
|
Exhibit No.
|
|
Exhibit
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
under the Securities Exchange Act of 1934, as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Executive Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
|
Certification of Chief Financial Officer pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
|
|
101.INS
|
|
XBRL Instance Document
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
YOUNGEVITY INTERNATIONAL INC.
|
|
(Registrant)
|
|
|
Date: August 13, 2019
|
/s/ Stephan Wallach
|
|
Stephan Wallach
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: August 13, 2019
|
/s/ David Briskie
|
|
David Briskie
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
1.
|
I have reviewed this quarterly report on Form 10-Q of
Youngevity International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the
registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrant’s internal control over financial
reporting.
|
|
|
|
Stephan
Wallach,
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
August 13, 2019
|
1.
|
I
have reviewed this quarterly report on Form 10-Q of Youngevity
International, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the
circumstances under which such statements were made, not misleading
with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other
financial information included in this report, fairly present in
all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for, the
periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are
responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f), for the
registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure
controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report
based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s
internal control over financial reporting that occurred
during the registrant’s most recent fiscal quarter (the
registrant’s fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over
financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have
disclosed, based on our most recent evaluation of internal control
over financial reporting, to the registrant’s auditors and
the audit committee of the registrant’s board of directors
(or persons performing the equivalent functions):
|
|
a)
|
All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial
information; and
|
|
b)
|
Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrant’s internal control over financial
reporting.
|
|
|
|
David
Briskie,
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
August 13, 2019
|
|
|
|
Stephan
Wallach,
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
August 13, 2019
|
|
|
|
David
Briskie,
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
August 13, 2019
|
Document and Entity Information - shares |
6 Months Ended | |
---|---|---|
Jun. 30, 2019 |
Aug. 08, 2019 |
|
Document And Entity Information | ||
Entity Registrant Name | Youngevity International, Inc. | |
Entity Central Index Key | 0001569329 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 30,081,040 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2019 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Title of 12b security | Common Stock | |
Trading Symbol | YGYI | |
Security Exchange Name | NASDAQ | |
Entity File Number | 001-38116 |
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Equity: | ||
Convertible Preferred Stock, par value | $ 0.001 | $ 0.001 |
Convertible Preferred Stock, shares authorized | 5,000,000 | 5,000,000 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 29,316,445 | 25,760,708 |
Common Stock, shares outstanding | 29,316,445 | 25,760,708 |
Series A Preferred Stock [Member] | ||
Equity: | ||
Convertible Preferred Stock, shares issued | 161,135 | 161,135 |
Convertible Preferred Stock, shares outstanding | 161,135 | 161,135 |
Series B Preferred Stock [Member] | ||
Equity: | ||
Convertible Preferred Stock, shares issued | 129,437 | 129,437 |
Convertible Preferred Stock, shares outstanding | 129,437 | 129,437 |
Convertible Preferred Stock, liquidation preference | $ 1,254 |
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Income Statement [Abstract] | ||||
Revenues | $ 53,687 | $ 44,255 | $ 109,987 | $ 87,249 |
Cost of revenues | 27,765 | 18,873 | 57,216 | 36,855 |
Gross profit | 25,922 | 25,382 | 52,771 | 50,394 |
Operating expenses | ||||
Distributor compensation | 14,497 | 16,487 | 29,387 | 32,065 |
Sales and marketing | 2,786 | 3,076 | 6,805 | 6,575 |
General and administrative | 8,251 | 5,166 | 28,132 | 11,077 |
Total operating expenses | 25,534 | 24,729 | 64,324 | 49,717 |
Operating income (loss) | 388 | 653 | (11,553) | 677 |
Interest expense, net | (1,062) | (1,549) | (2,569) | (3,261) |
Change in fair value of warrant derivative liability | 401 | 192 | 1,887 | 904 |
Extinguishment loss on debt | 0 | 0 | 0 | (1,082) |
Total other expense | (661) | (1,357) | (682) | (3,439) |
Loss before income taxes | (273) | (704) | (12,235) | (2,762) |
Income tax (benefit) provision | (226) | (90) | 72 | 160 |
Net loss | (47) | (614) | (12,307) | (2,922) |
Preferred stock dividends | (28) | (42) | (42) | (45) |
Net loss available to common stockholders | $ (75) | $ (656) | $ (12,349) | $ (2,967) |
Net loss per share, basic | $ (0.00) | $ (0.03) | $ (.44) | $ (0.14) |
Net loss per share, diluted | $ (.02) | $ (0.03) | $ (.48) | $ (0.14) |
Weighted average shares outstanding, basic | 29,133,150 | 21,506,833 | 28,359,660 | 20,630,383 |
Weighted average shares outstanding, diluted | 29,357,347 | 21,506,833 | 28,700,295 | 20,630,383 |
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (47) | $ (614) | $ (12,307) | $ (2,922) |
Foreign currency translation | (62) | 28 | 40 | 229 |
Total other comprehensive loss | (62) | 28 | 40 | 229 |
Comprehensive loss | $ (109) | $ (586) | $ (12,267) | $ (2,693) |
Basis of Presentation and Description of Business |
6 Months Ended | ||||||
---|---|---|---|---|---|---|---|
Jun. 30, 2019 | |||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Basis of Presentation and Description of Business | Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations.
Youngevity International, Inc. (the “Company”) consolidates all wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The statements presented as of June 30, 2019 and for the three and six months ended June 30, 2019 and 2018 are unaudited. In the opinion of management, these financial statements reflect all normal recurring and other adjustments necessary for a fair presentation, and to make the financial statements not misleading. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2018, filed with the SEC on April 15, 2019. The results for interim periods are not necessarily indicative of the results for the entire year.
Nature of Business
Youngevity International, Inc. (the “Company”), founded in 1996, develops and distributes health and nutrition related products through its global independent direct selling network, also known as multi-level marketing, and sells coffee products to commercial customers. During the year ended December 31, 2018 the Company operated in two business segments, its direct selling segment where products are offered through a global distribution network of preferred customers and distributors and its commercial coffee segment where products are sold directly to businesses. During the first quarter of 2019, the Company through the acquisition of the assets of Khrysos Global, Inc. added a third business segment to its operations, the commercial hemp segment. The Company's three segments are listed below:
Segment Information
The Company has three reportable segments: direct selling, commercial coffee, and commercial hemp. The direct selling segment develops and distributes health and wellness products through its global independent direct selling network also known as multi-level marketing. The commercial coffee segment is a coffee roasting and distribution company specializing in gourmet coffee. The determination that the Company has three reportable segments is based upon the guidance set forth in Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” During the three months ended June 30, 2019, the Company derived approximately 59.8% of its revenue from its direct selling segment and approximately 39.7% of its revenue from its commercial coffee segment and 0.5% from the commercial hemp segment. During the three months ended June 30, 2018, the Company had two reportable segments and derived approximately 83% of its revenue from its direct selling segment and approximately 17% of its revenue from its commercial coffee segment.
During the six months ended June 30, 2019, the Company derived approximately 59.6% of its revenue from its direct selling segment and approximately 40.1% of its revenue from its commercial coffee segment and 0.3% from the commercial hemp segment. During the six months ended June 30, 2018, the Company had two reportable segments and derived approximately 83% of its revenue from its direct selling segment and approximately 17% of its revenue from its commercial coffee segment.
Liquidity and Going Concern
The accompanying condensed consolidated financial statements have been prepared and presented on a basis assuming the Company will continue as a going concern. The Company has sustained significant net losses during the six months ended June 30, 2019 and 2018 of approximately $12,307,000 and $2,922,000, respectively. Net cash used in operating activities was approximately $5,381,000 and $1,676,000 for the six months ended June 30, 2019 and 2018, respectively. The Company does not currently believe that its existing cash resources are sufficient to meet the Company’s anticipated needs over the next twelve months from the date hereof. Based on its current cash levels and its current rate of cash requirements, the Company will need to raise additional capital and/or will need to further reduce its expenses from current levels. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company anticipates that revenues will grow, and it intends to make necessary cost reductions related to international operations that are not performing well and reduce non-essential expenses.
The Company is also considering multiple other fund-raising alternatives.
On March 18, 2019, the Company entered into a two-year Secured Promissory Note (the “Note” or “Notes”) with two (2) accredited investors that had a substantial pre-existing relationship with the Company pursuant to which the Company raised cash proceeds of $2,000,000. (See Note 6, below)
Between February 2019 and May 2019, the Company closed four tranches of its current 2019 January Private Placement debt offering, pursuant to which the Company offered for sale up to $10,000,000 in principal amount of notes (the “2019 PIPE Notes”), with each investor receiving 2,000 shares of common stock for each $100,000 invested. The Company received aggregate gross proceeds of $2,890,000 and issued the 2019 PIPE Notes in the aggregate principal amount of $2,890,000. (See Note 7, below)
On February 6, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with one accredited investor that had a substantial pre-existing relationship with the Company pursuant to which the Company sold 250,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $7.00 per share. Pursuant to the Purchase Agreement, the Company also issued to the investor a three-year warrant to purchase 250,000 shares of common stock at an exercise price of $7.00. The proceeds to the Company were $1,750,000. Consulting fees for arranging the Purchase Agreement include the issuance of 5,000 shares of restricted shares of the Company’s common stock, par value $0.001 per share, and a 3-year warrant priced at $10.00 per share convertible into 100,000 shares of the Company’s common stock upon exercise. No cash commissions were paid.
On January 7, 2019, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with The Benchmark Company, LLC (“Benchmark”), as sales agent, pursuant to which the Company may sell from time to time, at its option, shares of its common stock, par value $0.001 per share, through Benchmark, as sales agent (the “Sales Agent”), for the sale of up to $60,000,000 of shares of the Company’s common stock. The Company is not obligated to make any sales of common stock under the ATM Agreement and the Company cannot provide any assurances that it will issue any shares pursuant to the ATM Agreement. The Company will pay the Sales Agent 3.0% commission of the gross sales proceeds. In February 2019, the Company sold a total of 1,000 shares of common stock under the ATM Agreement for an aggregate purchase price of $6.6118 pursuant to the ATM Agreement. The Company did not use the ATM Agreement during the three months ended June 30, 2019.
Depending on market conditions, there can be no assurance that additional capital will be available when needed or that, if available, it will be obtained on terms favorable to the Company or to its stockholders.
Failure to raise additional funds from the issuance of equity securities and failure to implement cost reductions could adversely affect the Company’s ability to operate as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company 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 revenue and expense for each reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, deferred taxes and related valuation allowances, fair value of derivative liabilities, uncertain tax positions, loss contingencies, fair value of options granted under the Company’s stock-based compensation plan, fair value of assets and liabilities acquired in business combinations, finance leases, asset impairments, estimates of future cash flows used to evaluate impairments, useful lives of property, equipment and intangible assets, value of contingent acquisition debt, inventory obsolescence, and sales returns.
Actual results may differ from previously estimated amounts and such differences may be material to the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.
Cash and Cash Equivalents
The Company considers only its monetary liquid assets with original maturities of three months or less as cash and cash equivalents.
Related Party Transactions
Richard Renton
Richard Renton is a member of the Board of Directors and owns and operates WVNP, Inc., a supplier of certain inventory items sold by the Company. The Company made purchases of approximately $103,000 and $63,000 from WVNP Inc., for the three months ended June 30, 2019 and 2018, respectively, and $111,000 and $117,000 for the six months ended June 30, 2019 and 2018, respectively.
Carl Grover
Carl Grover is the sole beneficial owner of in excess of five percent (5%) of the Company’s outstanding common shares. On December 13, 2018, CLR, entered into a Credit Agreement with Mr. Grover (the “Credit Agreement”) pursuant to which CLR borrowed $5,000,000 from Mr. Grover and in exchange issued to him a $5,000,000 credit note (“Credit Note”) secured by its green coffee inventory under a Security Agreement, dated December 13, 2018 (the “Security Agreement”), with Mr. Grover and CLR’s subsidiary, Siles Family Plantation Group S.A. (“Siles”), as guarantor, and Siles executed a separate Guaranty Agreement (“Guaranty”). The Company issued to Mr. Grover a four-year warrant to purchase 250,000 shares of its common stock, exercisable at $6.82 per share, and a four-year warrant to purchase 250,000 shares of the Company’s common stock, exercisable at $7.82 per share, pursuant to a Warrant Purchase Agreement, dated December 13, 2018, with Mr. Grover. (See Note 6 below.)
On July 31, 2019, Mr. Grover acquired 600,242 shares of the Company’s common stock, $.001 par value, upon the partial exercise at $4.60 per share of a July 31, 2014 warrant to purchase 782,608 shares of common stock held by him. In connection with such exercise, the Company received $2,761,113 from Mr. Grover, issued to Mr. Grover 50,000 shares of restricted common stock as an inducement fee and agreed to extend the expiration date of the July 31, 2014 warrant held by him to December 15, 2020 with respect to 182,366 shares of common stock remaining for exercise thereunder.
Paul Sallwasser
Mr. Paul Sallwasser is a member of the board directors and prior to joining the Company’s Board of Directors he acquired a note (the “2014 Note”) issued in the Company’s private placement consummated in 2014 (the “2014 Private Placement”) in the principal amount of $75,000 convertible into 10,714 shares of common stock and a warrant (the “2014 Warrant”) issued, in the 2014 Private Placement, exercisable for 14,673 shares of common stock. Prior to joining the Company’s Board of Directors, Mr. Sallwasser acquired in the 2017 Private Placement a 2017 Note in the principal amount of approximately $38,000 convertible into 8,177 shares of common stock and a warrant (the “2017 Warrant”) issued, in the 2017 Private Placement, exercisable for 5,719 shares of common stock. Mr. Sallwasser also acquired in the 2017 Private Placement in exchange for the “2015 Note” that he acquired in the Company’s private placement consummated in 2015 (the “2015 Private Placement”), a 2017 Note in the principal amount of $5,000 convertible into 1,087 shares of common stock and a 2017 Warrant exercisable for 543 shares of common stock. On March 30, 2018, the Company completed its Series B Offering, and in accordance with the terms of the 2017 Notes, Mr. Sallwasser’s 2017 Notes converted to 9,264 shares of the Company’s common stock.
2400 Boswell LLC
In March 2013, the Company acquired 2400 Boswell for approximately $4,600,000. 2400 Boswell is the owner and lessor of the building occupied by the Company for its corporate office and warehouse in Chula Vista, California. The purchase was from an immediate family member of the Company’s Chief Executive Officer and consisted of approximately $248,000 in cash, approximately $334,000 of debt forgiveness and accrued interest, and a promissory note of approximately $393,000, payable in equal payments over 5 years and bears interest at 5.0%. Additionally, the Company assumed a long-term mortgage of $3,625,000, payable over 25 years with an initial interest rate of 5.75%. The interest rate is the prime rate plus 2.5%. The current interest rate as of June 30, 2019 was 8.0%. The lender will adjust the interest rate on the first calendar day of each change period or calendar quarter. The Company and its Chief Executive Officer are both co-guarantors of the mortgage. As of June 30, 2019, the balance on the long-term mortgage is approximately $3,180,000 and the balance on the promissory note is zero.
Other Relationship Transactions
Hernandez, Hernandez, Export Y Company and H&H Coffee Group Export Corp.
The Company’s commercial coffee segment, CLR, is associated with Hernandez, Hernandez, Export Y Company (“H&H”), a Nicaragua company, through sourcing arrangements to procure Nicaraguan grown green coffee beans. In March 2014, as part of the Siles acquisition, CLR engaged the owners of H&H as employees to manage Siles. H&H is a sourcing agent acting on behalf of CLR for purchases of coffee from the producers. In consideration for H&H's sourcing of green coffee, CLR and H&H share in the green coffee profit from operations. H&H made purchases for CLR of approximately $12,641,000 and $3,339,000 for the three months ended June 30, 2019 and 2018, respectively and $30,161,000 and $7,073,000 for the six months ended June 30, 2019 and 2018, respectively.
In addition, CLR sold approximately $14,915,000 and $859,000 for the three months ended June 30, 2019 and 2018, respectively, and $34,941,000 and $3,302,000 for the six months ended June 30, 2019 and 2018, respectively, of green coffee beans to H&H Coffee Group Export Corp., (“H&H Export”) a Florida based company which is affiliated with H&H.
As of June 30, 2019 and December 31, 2018, CLR’s accounts payable for vendor related purchases by H&H Export were approximately $24,959,000 and $1,633,000, respectively. As of June 30, 2019 and December 31, 2018, CLR’s accounts receivable for customer related revenue by H&H Export were approximately $32,056,000 and $673,000, respectively. Also, see the section below “Other.”
In May 2017, the Company entered a settlement agreement with Alain Piedra Hernandez, one of the owners of H&H and the operating manager of Siles, who was issued a non-qualified stock option for the purchase of 75,000 shares of the Company’s common stock at a price of $2.00 with an expiration date of three years, in lieu of an obligation due from the Company to H&H as it relates to a Sourcing and Supply Agreement with H&H. During the period ended September 30, 2017 the Company replaced the non-qualified stock option and issued a warrant agreement with the same terms. There was no financial impact related to the cancellation of the option and the issuance of the warrant. As of June 30, 2019, the warrant remains outstanding.
In December 2018, CLR advanced $5,000,000 to H&H Export to provide services in support of a 5-year contract for the sale and processing of 41 million pounds of green coffee beans on an annual basis. The services include providing hedging and financing opportunities to producers and delivering harvested coffee to the Company’s mills. On March 31, 2019, this advance was converted to a $5,000,000 loan agreement as a note receivable and bears interest at 9% per annum and is due and payable by H&H Export at the end of each year’s harvest season, but no later than October 31 for any harvest year. The loan is secured by H&H Export’s hedging account with INTL FC Stone, trade receivables, green coffee inventory in the possession of H&H Export and all green coffee contracts. As of June 30, 2019, the $5,097,000 note receivable remains outstanding which includes accrued interest.
Mill Construction Agreement
On January 15, 2019, CLR entered into the CLR Siles Mill Construction Agreement (the “Mill Construction Agreement”) with H&H and H&H Export, Alain Piedra Hernandez (“Hernandez”) and Marisol Del Carmen Siles Orozco (“Orozco”), together with H&H, H&H Export, Hernandez and Orozco, collectively referred to as the Nicaraguan Partner, pursuant to which the Nicaraguan Partner agreed to transfer a 45 acre tract of land in Matagalpa, Nicaragua (the “Property”) to be owned 50% by the Nicaraguan Partner and 50% by CLR. In consideration for the land acquisition the Company issued to H&H Export, 153,846 shares of common stock. In addition, the Nicaraguan Partner and CLR agreed to contribute $4,700,000 each toward the construction of a processing plant, office, and storage facilities (“Mill”) on the property for processing coffee in Nicaragua. As of June 30, 2019, the Company paid $3,350,000 towards construction of a mill, which is included in construction in process within property and equipment, net on the Company's condensed consolidated balance sheet.
Amendment to Operating and Profit-Sharing Agreement
On January 15, 2019, CLR entered into an amendment to the March 2014 operating and profit-sharing agreement with the owners of H&H. CLR previously engaged Hernandez and Orozco, the owners of H&H as employees to manage Siles. In addition, CLR and H&H, Hernandez and Orozco have agreed to restructure their profit-sharing agreement in regard to profits from green coffee sales and processing that increases CLR’s profit participation by an additional 25%. Under the new terms of the agreement with respect to profit generated from green coffee sales and processing from La Pita, a leased mill, or the new mill, now will provide for a split of profits of 75% to CLR and 25% to the Nicaraguan Partner, after certain conditions are met. The Company issued 295,910 shares of the Company’s common stock to H&H Export to pay for certain working capital, construction and other payables. In addition, H&H Export has sold to CLR its espresso brand Café Cachita in consideration of the issuance of 100,000 shares of the Company’s common stock. Hernandez and Orozco are employees of CLR. The shares of common stock issued were valued at $7.50 per share.
Revenue Recognition
The Company recognizes revenue from product sales when the following five steps are completed: i) Identify the contract with the customer; ii) Identify the performance obligations in the contract; iii) Determine the transaction price; iv) Allocate the transaction price to the performance obligations in the contract; and v) Recognize revenue when (or as) each performance obligation is satisfied (see Note 3, below).
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
The transaction price for all sales is based on the price reflected in the individual customer's contract or purchase order. Variable consideration has not been identified as a significant component of the transaction price for any of our transactions.
Independent distributors receive compensation which is recognized as Distributor Compensation in the Company’s consolidated statements of operations. Due to the short-term nature of the contract with the customers, the Company accrues all distributor compensation expense in the month earned and pays the compensation the following month.
The Company also charges fees to become a distributor, and earn a position in the network genealogy, which are recognized as revenue in the period received. The Company’s distributors are required to pay a one-time enrollment fee and receive a welcome kit specific to that country or region that consists of forms, policy and procedures, selling aids, access to the Company’s distributor website and a genealogy position with no down line distributors.
The Company has determined that most contracts will be completed in less than one year. For those transactions where all performance obligations will be satisfied within one year or less, the Company is applying the practical expedient outlined in ASC 606-10-32-18. This practical expedient allows the Company not to adjust promised consideration for the effects of a significant financing component if the Company expects at contract inception the period between when the Company transfers the promised good or service to a customer and when the customer pays for that good or service will be one year or less. For those transactions that are expected to be completed after one year, the Company has assessed that there are no significant financing components because any difference between the promised consideration and the cash selling price of the good or service is for reasons other than the provision of financing.
Deferred Revenues and Costs
As of June 30, 2019 and December 31, 2018, the balance in deferred revenues was approximately $2,260,000 and $2,312,000, respectively. Deferred revenue related to the Company’s direct selling segment is attributable to the Heritage Makers product line and also for future Company convention and distributor events.
Deferred revenues related to Heritage Makers were approximately $2,065,000 and $2,153,000, as of June 30, 2019, and December 31, 2018, respectively. The deferred revenue represents Heritage Maker’s obligation for points purchased by customers that have not yet been redeemed for product. Cash received for points sold is recorded as deferred revenue. Revenue is recognized when customers redeem the points and the product is shipped.
Deferred costs relate to Heritage Makers prepaid commissions that are recognized in expense at the time the related revenue is recognized. As of June 30, 2019 and 2018, the balance in deferred costs was approximately $295,000 and $455,000, respectively, and is included in prepaid expenses and current assets.
Deferred revenues related to pre-enrollment in upcoming conventions and distributor events of approximately $173,000 and $159,000 as of June 30, 2019 and December 31, 2018, respectively, relate primarily to the Company’s 2019 and 2018 events. The Company does not recognize this revenue until the conventions or distributor events occur.
Plantation Costs
The Company’s commercial coffee segment includes the results of Siles, which is a 500-acre coffee plantation and a dry-processing facility located on 26 acres located in Matagalpa, Nicaragua. Siles is a wholly-owned subsidiary of CLR, and the results of CLR include the depreciation and amortization of capitalized costs, development and maintenance and harvesting costs of Siles. In accordance with GAAP, plantation maintenance and harvesting costs for commercially producing coffee farms are charged against earnings when sold. Deferred harvest costs accumulate and are capitalized throughout the year and are expensed over the remainder of the year as the coffee is sold. The difference between actual harvest costs incurred and the amount of harvest costs recognized as expense is recorded as either an increase or decrease in deferred harvest costs, which is reported as an asset and included with prepaid expenses and other current assets in the condensed consolidated balance sheets. Once the harvest is complete, the harvest costs are then recognized as the inventory value. Deferred costs associated with the harvest as of June 30, 2019 and December 31, 2018 are approximately $150,000 and $400,000, respectively, and are included in prepaid expenses and other current assets on the Company’s balance sheets.
Stock-based Compensation
The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation,” which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the vesting period of the equity grant.
The Company accounts for equity instruments issued to non-employees in accordance with authoritative guidance for equity-based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value, determined using the Black-Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered.
Income Taxes
The Company accounts for income taxes in accordance with ASC Topic 740, "Income Taxes," under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial statement and tax basis of assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated.
Income taxes for the interim periods are computed using the effective tax rates estimated to be applicable for the full fiscal year, as adjusted for any discrete taxable events that occur during the period.
The Company files income tax returns in the United States (“U.S.”) on a federal basis and in many U.S. state and foreign jurisdictions. Certain tax years remain open to examination by the major taxing jurisdictions to which the Company is subject.
Commitments and Contingencies
Litigation
The Company is from time to time, the subject of claims and suits arising out of matters related to the Company’s business. The Company is party to litigation at the present time and may become party to litigation in the future. In general, litigation claims can be expensive, and time consuming to bring or defend against and could result in settlements or damages that could significantly affect financial results. It is not possible to predict the final resolution of the current litigation to which the Company is party to, and the impact of certain of these matters on the Company’s business, results of operations, and financial condition could be material. Regardless of the outcome, litigation has adversely impacted the Company’s business because of defense costs, diversion of management resources and other factors.
Other
Vendor Concentration
The Company purchases its inventory from multiple third-party suppliers at competitive prices. For the three months ended June 30, 2019, the Company’s commercial coffee segment made purchases from one vendor, H&H Export, that individually comprised more than 10% of total purchases and in aggregate approximated 90% of total purchases. For the six months ended June 30, 2019, the Company’s commercial coffee segment made purchases from one vendor, H&H Export, that individually comprised more than 10% of total purchases and in aggregate approximated 92% of total purchases.
The Company purchases its inventory from multiple third-party suppliers at competitive prices. For the three months ended June 30, 2018, the Company’s commercial coffee segment made purchases from three vendors, H&H Export, Rothfos Corporation and Sixto Packaging that individually comprised more than 10% of total purchases and in aggregate approximated 64% of total purchases. For the six months ended June 30, 2018, the Company’s commercial coffee segment made purchases from two vendors, H&H Export and Rothfos Corporation, that individually comprised more than 10% of total purchases and in aggregate approximated 86% of total purchases.
For the three months ended June 30, 2019, the Company’s direct selling segment made purchases from two vendors, Global Health Labs, Inc. and Michael Schaeffer, LLC., that individually comprised more than 10% of total purchases and in aggregate approximated 46% of total purchases. For the six months ended June 30, 2019, the Company’s direct selling segment made purchases from two vendors, Global Health Labs, Inc. and Michael Schaeffer, LLC., that individually comprised more than 10% of total purchases and in aggregate approximated 41% of total purchases.
For the three months ended June 30, 2018, the Company’s direct selling segment made purchases from three vendors, Global Health Labs, Inc., Purity Supplements and Nutritional Engineering, that individually comprised more than 10% of total purchases and in aggregate approximated 58% of total purchases. For the six months ended June 30, 2018, the Company’s direct selling segment made purchases from two vendors, Global Health Labs, Inc. and Purity Supplements, that individually comprised more than 10% of total purchases and in aggregate approximated 45% of total purchases.
For the three months ended June 30, 2019, the Company’s hemp segment made purchases from three vendors, Lab1st, Bio Processing Corp., and ADM Labs, that individually comprised more than 10% of total purchases and in aggregate approximated 63% of total purchases. For the six months ended June 30, 2019, the Company’s hemp segment made purchases from two vendors, Lab1st and Bio Processing Corp., that individually comprised more than 10% of total purchases and in aggregate approximated 41% of total purchases.
Customer Concentration
For the three months ended June 30, 2019, the Company’s commercial coffee segment had two customers, H&H Export and Rothfos Corporation that individually comprised more than 10% of revenue and in aggregate approximated 84% of total revenue. For the six months ended June 30, 2019, the Company’s commercial coffee segment had one customer, H&H Export that individually comprised more than 10% of revenue and in aggregate approximated 79% of total revenue.
For the three months ended June 30, 2018, the Company’s commercial coffee segment had two customers, H&H Export and Rothfos Corporation that individually comprised more than 10% of revenue and in aggregate approximated 62% of total revenue. For the six months ended June 30, 2018, the Company’s commercial coffee segment had two customers, H&H Export and Rothfos Corporation that individually comprised more than 10% of revenue and in aggregate approximated 62% of total revenue.
For the three months ended June 30, 2019, the Company’s hemp segment had three customers, Xtraction Services, Air Spec and David Shin that individually comprised more than 10% of revenue and in aggregate approximated 50% of total revenue. For the six months ended June 30, 2019, the Company’s hemp segment had three customers, Xtraction Services, Air Spec and David Shin that individually comprised more than 10% of revenue and in aggregate approximated 54% of total revenue.
The direct selling segment did not have any customers during the three and six months ended June 30, 2019 that comprised more than 10% of revenue.
The Company has purchase obligations related to minimum future purchase commitments for green coffee to be used in the Company’s commercial coffee segment. Each individual contract requires the Company to purchase and take delivery of certain quantities at agreed upon prices and delivery dates. The contracts as of June 30, 2019, have minimum future purchase commitments of approximately $5,680,000, which are to be delivered in 2019. The contracts contain provisions whereby any delays in taking delivery of the purchased product will result in additional charges related to the extended warehousing of the coffee product. The fees can average approximately $0.01 per pound for every month of delay. To date the Company has not incurred such fees.
Recently Issued Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. Subtopic 350-40 clarifies the accounting for implementation costs of a hosting arrangement that is a service contract and aligns that accounting, regardless of whether the arrangement conveys a license to the hosted software. The amendments in this update are effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect this new guidance to have a material impact on its condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. Topic 820 removes or modifies certain current disclosures and adds additional disclosures. The changes are meant to provide more relevant information regarding valuation techniques and inputs used to arrive at measures of fair value, uncertainty in the fair value measurements, and how changes in fair value measurements impact an entity's performance and cash flows. Certain disclosures in Topic 820 will need to be applied on a retrospective basis and others on a prospective basis. Topic 820 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The Company expects to adopt the provisions of this guidance on January 1, 2020 and is currently evaluating the impact that Topic 820 will have on its related disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. Companies will now perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update are effective for goodwill impairment tests in fiscal years beginning after December 15, 2019 for public companies, with early adoption permitted for goodwill impairment tests performed after January 1, 2017. The Company does not expect this new guidance to have a material impact on its condensed consolidated financial statements.
Recently Adopted Accounting Pronouncements
In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployees Share-Based Payment Accounting. The intention of ASU 2018-07 is to expand the scope of Topic 718 to include share-based payment transactions in exchange for goods and services from nonemployees. These share-based payments will now be measured at grant-date fair value of the equity instrument issued. Upon adoption, only liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established should be remeasured through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Topic 718 is effective for fiscal years beginning after December 15, 2018 and is applied retrospectively. The Company adopted the provisions of this guidance on January 1, 2019 and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, Topic 220. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (H.R.1) (the Act). Consequently, the amendments eliminate the stranded tax effects resulting from the Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects. Topic 220 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted the provisions of this guidance on January 1, 2019 and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Topic 260 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in Topic 260 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company adopted Topic 260, Topic 480 and Topic 815 effective January 1, 2019 and determined that it’s 2018 warrants were to no longer be classified as a derivative, as a result of the adoption and subsequent change in classification of the 2018 warrants, the company reclassed approximately $1,494,000 of warrant derivative liability to equity.
In February 2016, FASB established Topic 842, Leases, by issuing ASU No. 2016-02, Leases (Topic 842) which required lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Targeted Improvements; ASU No. 2018-20, Narrow-Scope Improvements for Lessors; and ASU 2019-01, Codification Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The amendments were adopted by the Company on January 1, 2019. A modified retrospective transition approach is required, applying the standard to all leases existing at the date of initial application. The Company elects to use its effective date as its date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direction costs. In addition, the Company elected the practical expedient to use hindsight when determining lease terms. The practicable expedient pertaining to land easement is not applicable to the Company. The Company continues to assess all of the effects of adoption, with the most significant effect relating to the recognition of new ROU assets and lease liabilities on the Company’s balance sheet for real estate operating leases. The Company adopted the provisions of this guidance on January 1, 2019 and accordingly recognized additional operating liabilities of approximately $5,509,000 with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.
Following the expiration of the Company’s Emerging Growth Company filing status (“EGC”) on December 31, 2018 the Company adopted the following accounting pronouncements effective January 1, 2018.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), to supersede nearly all existing revenue recognition guidance under GAAP. Topic 606 also requires new qualitative and quantitative disclosures, including disaggregation of revenues and descriptions of performance obligations. The Company adopted the provision of this guidance using the modified retrospective approach. The Company has performed an assessment of its revenue contracts as well as worked with industry participants on matters of interpretation and application and has not identified any material changes to the timing or amount of its revenue recognition under Topic 606. The Company’s accounting policies did not change materially as a result of applying the principles of revenue recognition from Topic 606 and are largely consistent with existing guidance and current practices applied by the Company. (See Note 3, below.)
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Basic and Diluted Net Loss Per Share |
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Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Basic and Diluted Net Loss Per Share | Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss attributable to common stockholders by the sum of the weighted-average number of common shares outstanding during the period and the weighted-average number of dilutive common share equivalents outstanding during the period, using the treasury stock method. Dilutive common share equivalents are comprised of stock options, restricted stock, warrants, convertible preferred stock and common stock associated with the Company's convertible notes based on the average stock price for each period using the treasury stock method. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share.
Potentially dilutive securities for the three and six months ended June 30, 2019 were 12,731,372. Potentially dilutive securities were 6,560,761 for the three and six months ended June 30, 2018.
The calculation of diluted loss per share requires that, to the extent the average market price of the underlying shares for the reporting period exceeds the exercise price of the warrants and the presumed exercise of such securities are dilutive to loss per share for the period, an adjustment to net loss used in the calculation is required to remove the change in fair value of the warrants, net of tax from the numerator for the period. Likewise, an adjustment to the denominator is required to reflect the related dilutive shares, if any, under the treasury stock method. During the three and six months ended June 30, 2019, the Company recorded net of tax gain of $357,000 and $1,478,000, on the valuation of the Warrant Derivative Liability which has a dilutive impact on loss per share, respectively.
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Balance Sheet Account Details |
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Balance Sheet Related Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance Sheet Account Details | Inventory and Cost of Revenues
Inventory is stated at the lower of cost or net realizable value, net of a valuation allowance. Cost is determined using the first-in, first-out method. The Company records an inventory reserve for estimated excess and obsolete inventory based upon historical turnover, market conditions and assumptions about future demand for its products. When applicable, expiration dates of certain inventory items with a definite life are taken into consideration.
Inventories consist of the following (in thousands):
Cost of revenues includes the cost of inventory, shipping and handling costs, royalties associated with certain products, transaction banking costs, warehouse labor costs and depreciation on certain assets.
Leases
Generally, the Company leases certain office space, warehouses, distribution centers, manufacturing centers, and equipment. A contract is or contains a lease if the contract conveys the right to control the use of identified property, plant, or equipment (an identified asset) for a period of time in exchange for consideration.
In general, the Company’s leases include one or more options to renew, with renewal terms that generally vary from one to ten years. The exercise of lease renewal options is generally at the Company’s sole discretion. The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Leases with an initial term of twelve months or less are not recorded on the Company’s condensed consolidated balance sheets, and the Company does not separate nonlease components from lease components. The Company’s lease assets and liabilities recognized within its condensed consolidated balance sheets were as follows (in thousands):
Lease cost is recognized on a straight-line basis over the lease term (in thousands):
As of June 30, 2019, annual scheduled lease payments were as follows (unaudited) (in thousands):
Finance lease right-of-use assets are amortized over their estimated useful life, as the Company does believe that it is reasonably certain that options which transfer ownership will be exercised. In general, for the majority of the Company’s material leases, the renewal options are not included in the calculation of its right-of-use assets and lease liabilities, as the Company does not believe that it is reasonably certain that these renewal options will be exercised. Periodically, the Company assesses its leases to determine whether it is reasonably certain that these options and any renewal options could be reasonably expected to be exercised.
The majority of the Company’s leases are for real estate and equipment. In general, the individual lease contracts do not provide information about the rate implicit in the lease. Because the Company is not able to determine the rate implicit in its leases, it instead generally uses its incremental borrowing rate to determine the present value of lease liabilities. In determining its incremental borrowing rate, the Company reviewed the terms of its leases, its senior secured credit facility, swap rates, and other factors. The weighted-average remaining lease term and weighted-average discount rate used to calculate the present value of lease liabilities are as follows:
Revenue Recognition
Direct Selling
Direct distribution sales are made through the Company’s network (direct selling segment), which is a web-based global network of customers and distributors. The Company’s independent sales force markets a variety of products to an array of customers, through friend-to-friend marketing and social networking. The Company considers itself to be an e-commerce company whereby personal interaction is provided to customers by its independent sales network. Sales generated from direct distribution includes; health and wellness, beauty product and skin care, scrap booking and story booking items, packaged food products and other service-based products.
Revenue is recognized when the Company satisfies its performance obligations under the contract. The Company recognizes revenue by transferring the promised products to the customer, with revenue recognized at shipping point, the point in time the customer obtains control of the products. The majority of the Company’s contracts have a single performance obligation and are short term in nature. Sales taxes in domestic and foreign jurisdictions are collected from customers and remitted to governmental authorities, all at the local level, and are accounted for on a net basis and therefore are excluded from revenues.
Commercial Coffee - Coffee Roaster
The Company engages in the commercial sale of roasted coffee through its subsidiary CLR, which is sold under a variety of private labels through major national sales outlets and to customers including cruise lines and office coffee service operators, and under its own Café La Rica brand, Josie’s Java House Brand, Javalution brands and Café Cachita as well as through its distributor network within the direct selling segment.
Revenue is recognized when the title and risk of loss is passed to the customer under the terms of the shipping arrangement, typically, FOB shipping point. At this point the customer has a present obligation to pay, takes physical possession of the product, takes legal title to the product, bears the risks and rewards of ownership, and as such, revenue will be recognized at this point in time. Sales taxes in domestic and foreign jurisdictions are collected from customers and remitted to governmental authorities, all at the local level, and are accounted for on a net basis and therefore are excluded from revenues.
Commercial Coffee - Green Coffee
The commercial coffee segment includes the sale of green coffee beans, which are sourced from the Nicaraguan rainforest.
Revenue is recognized when the title and risk of loss is passed to the customer under the terms of the shipping arrangement, typically, FOB shipping point. At this point the customer has a present obligation to pay, takes physical possession of the product, takes legal title to the product, bears the risks and rewards of ownership, and as such, revenue will be recognized at this point in time. Sales taxes in domestic and foreign jurisdictions are collected from customers and remitted to governmental authorities, all at the local level, and are accounted for on a net basis and therefore are excluded from revenues.
Commercial Hemp
The commercial hemp segment provides end to end extraction and processing via the Company’s proprietary systems that allow for the conversion of hemp feed stock into hemp oil and hemp extracts. The primary focus of the segment is to generate revenue through sales of extraction services and end to end processing services for the conversion of Hemp and Hemp oil into sellable ingredients. Additionally, the Company offers various rental, sales, and service programs of the Company’s extraction and processing systems.
Segment Revenue
Revenue is recognized when the title and risk of loss is passed to the customer under the terms of the shipping arrangement, typically, FOB shipping point. At this point the customer has a present obligation to pay, takes physical possession of the product, takes legal title to the product, bears the risks and rewards of ownership, and as such, revenue will be recognized at this point in time. Sales taxes in domestic and foreign jurisdictions are collected from customers and remitted to governmental authorities, all at the local level, and are accounted for on a net basis and therefore are excluded from revenues.
The Company operates in three primary segments: the direct selling segment where products are offered through a global distribution network of preferred customers and distributors, the commercial coffee segment where products are sold directly to businesses and the Hemp segment.
The following table summarizes revenue disaggregated by segment (in thousands):
Contract Balances
Timing of revenue recognition may differ from the timing of invoicing to customers. The Company records contract assets when performance obligations are satisfied prior to invoicing.
Contract liabilities are reflected as deferred revenues in current liabilities on the Company’s condensed consolidated balance sheets and include deferred revenue and customer deposits. Contract liabilities relate to payments invoiced or received in advance of completion of performance obligations and are recognized as revenue upon the fulfillment of performance obligations. Contract liabilities are classified as short-term as all performance obligations are expected to be satisfied within the next 12 months.
As of June 30, 2019 and December 31, 2018, the balance in deferred revenues was approximately $2,260,000 and $2,312,000, respectively. The Company records deferred revenue related to its direct selling segment which is primarily attributable to the Heritage Makers product line and represents Heritage Maker’s obligation for points purchased by customers that have not yet been redeemed for product. In addition, deferred revenues include future Company convention and distributor events.
Deferred revenue related to the commercial coffee segment represents deposits on customer orders that have not yet been completed and shipped. Revenue is recognized when the title and risk of loss is passed to the customer under the terms of the shipping arrangement FOB shipping point. (See Note 1, above.)
Of the deferred revenue from the year ended December 31, 2018, the Company recognized revenue of approximately $341,000 and $732,000 from the Heritage Makers product line during the three and six months ended June 30. 2019, respectively. There was no other deferred revenue recognized in direct selling segment for the six months ended June 30, 2019.
There were no deferred revenues recognized with the commercial coffees segment and the commercial hemp for the six months ended June 30, 2019. |
Acquisitions and Business Combinations |
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Business Combinations [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Acquisitions and Business Combinations | The Company accounts for business combinations under the acquisition method and allocates the total purchase price for acquired businesses to the tangible and identified intangible assets acquired and liabilities assumed, based on their estimated fair values. When a business combination includes the exchange of the Company’s common stock, the value of the common stock is determined using the closing market price as of the date such shares were tendered to the selling parties. The fair values assigned to tangible and identified intangible assets acquired and liabilities assumed are based on management or third-party estimates and assumptions that utilize established valuation techniques appropriate for the Company’s industry and each acquired business. Goodwill is recorded as the excess, if any, of the aggregate fair value of consideration exchanged for an acquired business over the fair value (measured as of the acquisition date) of total net tangible and identified intangible assets acquired. A liability for contingent consideration, if applicable, is recorded at fair value as of the acquisition date. In determining the fair value of such contingent consideration, management estimates the amount to be paid based on probable outcomes and expectations on financial performance of the related acquired business. The fair value of contingent consideration is reassessed quarterly, with any change in the estimated value charged to operations in the period of the change. Increases or decreases in the fair value of the contingent consideration obligations can result from changes in actual or estimated revenue streams, discount periods, discount rates and probabilities that contingencies will be met.
During the six months ended June 30, 2019, the Company entered into one acquisition, which is detailed below. The acquisition was conducted in an effort to expand the Company’s operations into the field of commercial hemp business.
2019 Acquisitions
Khrysos Global, Inc.
On February 12, 2019, the Company and Khrysos Industries, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“KII”) entered into an Asset and Equity Purchase Agreement (the “AEPA”) with, Khrysos Global, Inc., a Florida corporation (“Seller”), Leigh Dundore (“LD”), and Dwayne Dundore (the “Representing Party”) for KII to acquire substantially all the assets of Seller and all the outstanding equity of INXL Laboratories, Inc., a Florida corporation (“INXL”) and INX Holdings, Inc., a Florida corporation (“INXH”). The business of the Seller, INXL and INXH collectively acquired by us provide end to end extraction and processing via the company’s proprietary systems that allow for the conversion of hemp feed stock into hemp oil and hemp extracts. Additionally, KII offers various rental, sales, and service programs of KII’s extraction and processing systems.
The consideration payable for the assets of the Seller and the equity of INXL and INXH is an aggregate of $16,000,000, to be paid as set forth under the terms of the AEPA and allocated between the Seller and LD in such manner as they determine at their discretion.
At closing, Seller, LD and the Representing Party received an aggregate of 1,794,972 shares of the Company’s common stock which have a value of $14,000,000 for the purposes of the AEPA or $12,649,000 fair value for the acquisition valuation and $500,000 in cash. Thereafter, we agree to pay the Seller, LD and the Representing Party an aggregate of: $500,000 in cash thirty (30) days following the date of closing; $250,000 in cash ninety (90) days following the date of closing; $250,000 in cash one hundred and eighty (180) days following the date of closing; $250,000 in cash two hundred and seventy (270) days following the date of closing; and $250,000 in cash one (1) year following the date of closing.
In addition, the Company agreed to issue to Representing Party, subject to the approval of the holders of at least a majority of the issued and outstanding shares of the Company’s common stock and the approval of The Nasdaq Stock Market (collectively, the “Contingent Consideration Warrants”) consisting of six (6) six-year warrants, to purchase 500,000 shares of common stock each, for an aggregate of 3,000,000 shares of common stock at an exercise price of $10 per share exercisable upon reaching certain levels of cumulative revenue or cumulative net income before taxes by the business during the any of the years ending December 31, 2019, 2020, 2021, 2022, 2023 or 2024.
The AEPA contains customary representations, warranties and covenants of the Company, KII, the Seller, LD and the Representing Party. Subject to certain customary limitations, the Seller, LD and the Representing Party have agreed to indemnify the Company and KII against certain losses related to, among other things, breaches of the Seller’s, LD’s and the Representing Party’s representations and warranties, certain specified liabilities and the failure to perform covenants or obligations under the AEPA.
On February 28, 2019, KII purchased a 45-acre tract of land in Groveland, Florida, upon which KII intends to build a R&D facility, greenhouse and allocate a portion for farming.
The Company has estimated fair value (in thousands) at the date of acquisition of the acquired tangible and intangible assets and liabilities as follows (unaudited):
The preliminary estimated fair value of intangible assets acquired in the amount of $8,461,000 was determined through the use of a third-party valuation firm using various income and cost approach methodologies. Specifically, the intangibles identified in the acquisition were trademarks and trade name, customer-related intangible and non-compete agreement. The trademarks and trade name, customer-related intangible and non-compete are being amortized over their estimated useful life of 8 years, 7 years and 6 years, respectively. The straight-line method is being used and is believed to approximate the time-line within which the economic benefit of the underlying intangible asset will be realized.
Goodwill of $4,353,000 was recognized as the excess purchase price over the acquisition-date fair value of net assets acquired. Goodwill is estimated to represent the synergistic values expected to be realized from the combination of the two businesses. The goodwill is expected to be deductible for tax purposes.
The Contingent Consideration Warrants discussed above are subject to vesting based upon the achievement of various sales milestones and only if the sellers do not terminate their services. As such, the warrants were considered equity-based compensation for future services and not considered contingent consideration in the calculation of the purchase price.
The costs related to the acquisition are included in legal and accounting fees and were expensed as incurred.
Revenues included in the consolidated statement of operations for the three and six months ended June 30, 2019 were approximately $274,000 and $341,000, respectively.
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Intangible Assets and Goodwill |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets and Goodwill | Intangible Assets
Intangible assets are comprised of distributor organizations, trademarks and tradenames, customer relationships and internally developed software. The Company's acquired intangible assets, which are subject to amortization over their estimated useful lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. An impairment loss is recognized when the carrying amount of an intangible asset exceeds its fair value.
Intangible assets consist of the following (in thousands):
Amortization expense related to intangible assets was approximately $586,000 and $857,000 for the three months ended June 30, 2019 and 2018, respectively. Amortization expense related to intangible assets was approximately $1,256,000 and $1,692,000 for the six months ended June 30, 2019 and 2018, respectively.
Trade names, which do not have legal, regulatory, contractual, competitive, economic, or other factors that limit the useful lives are considered indefinite lived assets and are not amortized but are tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. As of June 30, 2019 and December 31, 2018, approximately $1,649,000 in trademarks from business combinations have been identified as having indefinite lives.
Goodwill
Goodwill is recorded as the excess, if any, of the aggregate fair value of consideration exchanged for an acquired business over the fair value (measured as of the acquisition date) of total net tangible and identified intangible assets acquired. In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350, “Intangibles — Goodwill and Other”, goodwill and other intangible assets with indefinite lives are not amortized but are tested for impairment on an annual basis or whenever events or changes in circumstances indicate that the carrying amount of these assets may not be recoverable. The Company conducts annual reviews for goodwill and indefinite-lived intangible assets in the fourth quarter or whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable.
The Company first assesses qualitative factors to determine whether it is more likely than not (a likelihood of more than 50%) that goodwill is impaired. After considering the totality of events and circumstances, the Company determines whether it is more likely than not that goodwill is not impaired. If impairment is indicated, then the Company conducts the two-step impairment testing process. The first step compares the Company’s fair value to its net book value. If the fair value is less than the net book value, the second step of the test compares the implied fair value of the Company’s goodwill to its carrying amount. If the carrying amount of goodwill exceeds its implied fair value, the Company would recognize an impairment loss equal to that excess amount. The testing is generally performed at the “reporting unit” level. A reporting unit is the operating segment, or a business one level below that operating segment (referred to as a component) if discrete financial information is prepared and regularly reviewed by management at the component level. The Company has determined that its reporting units for goodwill impairment testing are the Company’s reportable segments. As such, the Company analyzes its goodwill balances separately for the commercial coffee reporting unit, the direct selling reporting unit and the commercial hemp reporting unit. The goodwill balance as of June 30, 2019 and December 31, 2018 is approximately $10,676,000 and $6,323,000, respectively. There were no triggering events indicating impairment of goodwill or intangible assets during the six months ended June 30, 2019 and 2018.
Goodwill consists of the following (in thousands):
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Notes Payable and Other Debt |
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Notes Payable [Abstract] | |
Notes Payable and Other Debt | Short-term Debt
On July 18, 2018, the Company entered into lending agreements (the “Lending Agreements”) with three (3) separate entities and received loans in the total amount of $1,907,000, net of loan fees to be paid back over an eight-month period on a monthly basis. Payments are comprised of principal and accrued interest with an effective interest rate between 15% and 20%. The Company’s outstanding balance related to the Lending Agreements was approximately $504,000 as of December 31, 2018 and was included in other current liabilities on the Company’s balance sheet as of December 31, 2018. In March 2019 the loans were paid in full.
Notes Payable
Promissory Notes
On March 18, 2019, the Company entered into a two-year Secured Promissory Note (the “8% Note” or “Notes”) with two (2) accredited investors that had a substantial pre-existing relationship with the Company pursuant to which the Company raised cash proceeds of $2,000,000. The Company also issued 20,000 shares of the Company’s common stock par value $0.001 for each $1,000,000 invested and a five-year warrant to purchase 20,000 shares of the Company’s common stock at a price per share of $6.00. The 8% Notes pay interest at a rate of eight percent (8%) per annum and interest is paid quarterly in arrears with all principal and unpaid interest due at maturity on March 18, 2021.
The Company recorded debt discounts of approximately $139,000 related to the fair value of warrants issued in the transaction and $212,000 of transaction issuance costs to be amortized to interest expense over the life of the Notes. As of June 30, 2019, the remaining balance of the debt discounts is approximately $309,000. The Company recorded approximately $42,000 amortization of the debt discounts during the six months ended June 30, 2019 and is recorded as interest expense.
Credit Note
On December 13, 2018, the Company’s wholly owned subsidiary, CLR, entered into a Credit Agreement with Mr. Carl Grover pursuant to which CLR borrowed $5,000,000 from Mr. Grover and in exchange issued to him a $5,000,000 Credit Note (the “Credit Note”) secured by its green coffee inventory under a Security Agreement, dated December 13, 2018, with Mr. Grover and CLR’s subsidiary, Siles.
The Credit Note accrues interest at eight percent (8%) per annum. All principal and accrued interest under the Credit Note is due and payable on December 12, 2020. The Credit Note contains customary events of default including the Company or Siles failure to pay its obligations, commencing bankruptcy or liquidation proceedings, and breach of representations and warranties. Upon the occurrence of an event of default, the unpaid balance of the principal amount of the Credit Note together with all accrued but unpaid interest thereon, may become, or may be declared to be, due and payable by Mr. Grover and shall bear interest from the due date until such amounts are paid at the rate of ten percent (10%) per annum. In connection with the Credit Agreement, the Company issued to Mr. Grover a four-year warrant to purchase 250,000 shares of its common stock, exercisable at $6.82 per share (“Warrant 1”), and a four-year warrant to purchase 250,000 shares of its common stock, exercisable at $7.82 per share (“Warrant 2”).
Also in connection with the Credit Note, the Company also entered into an advisory agreement with a third party not affiliated with Mr. Grover, pursuant to which the Company agreed to pay to the advisor a 3% fee on the transaction with Mr. Grover and issued to the advisor (or it’s designees) a four-year warrant to purchase 50,000 shares of the Company’s common stock, exercisable at $6.33 per share.
All fees, warrants and costs paid to Mr. Grover and the advisor and all direct costs incurred by the Company are recognized as a debt discount to the funded Credit Note and are amortized to interest expense using the effective interest method over the term of the Credit Note. The Company recognized an initial debt discount of approximately $1,469,000 related to the initial fair value of warrants issued in the transaction and $175,000 of transaction issuance costs. As of June 30, 2019, the remaining unamortized debt discount is approximately $1,293,000. The Company recognized approximately $321,000 amortization of the debt discount during the six months ended June 30, 2019 which was included in interest expense in the Condensed Consolidated Statements of Operations.
2400 Boswell Mortgage
In March 2013, the Company acquired 2400 Boswell for approximately $4,600,000. 2400 Boswell is the owner and lessor of the building occupied by the Company for its corporate office and warehouse in Chula Vista, California. The purchase was from an immediate family member of our Chief Executive Officer and consisted of approximately $248,000 in cash, $334,000 of debt forgiveness and accrued interest, and a promissory note of approximately $393,000, payable in equal payments over 5 years with interest at 5.0%. Additionally, the Company assumed a long-term mortgage of $3,625,000, payable over 25 years with an initial interest rate of 5.75%. The interest rate is the prime rate plus 2.5%. As of June 30, 2019, the interest rate was 8.0%. The lender will adjust the interest rate on the first calendar day of each change period. The Company and its Chief Executive Officer are both co-guarantors of the mortgage. As of June 30, 2019, the balance on the long-term mortgage is approximately $3,180,000 and the balance on the promissory note is zero.
M2C Purchase Agreement
In March 2007, the Company entered into an agreement to purchase certain assets of M2C Global, Inc., a Nevada corporation, for $4,500,000. The agreement required payments totaling $500,000 in three installments during 2007, followed by monthly payments in the amount of 10% of the sales related to the acquired assets until the entire note balance is paid. As of June 30, 2019 and December 31, 2018, the carrying value of the liability was approximately $1,049,000 and $1,071,000, respectively. The interest associated with the note for the three and six months ended June 30, 2019 and 2018 was minimal.
Khrysos Mortgage Notes
In conjunction with the Company’s acquisition of Khrysos, the Company assumed an interest only mortgage in the amount of $350,000, due in September 2021, and bears an interest rate of 8.0%. In addition, the Company assumed a mortgage of approximately $177,000, due in June 2023, and bears an interest rate of 7.0% per annum. As of June 30, 2019, the remaining aggregate mortgage balance is approximately $526,000.
In February 2019, Khrysos purchased a 45-acre tract of land in Groveland, Florida, for $750,000, upon which Khrysos intends to build a R&D facility, greenhouse and allocate a portion for farming. Khrysos paid approximately $303,000 as a down payment and assumed a mortgage of $450,000. The entire balance is due in February 2024 and bears interest at 6.0% per annum. As of June 30, 2019, the remaining mortgage balance is approximately $446,000.
Khrysos Acquisition Liability Payable
In conjunction with the Company’s acquisition of Khrysos, the Company agreed to pay the sellers in cash $2,000,000 towards the AEPA with an initial payment of $500,000 which was paid at closing in February 2019. Thereafter, the sellers are to receive an aggregate of: $500,000 in cash thirty (30) days following the date of closing; $250,000 in cash ninety (90) days following the date of closing; $250,000 in cash one hundred and eighty (180) days following the Date of closing; $250,000 in cash two hundred and seventy (270) days following the date of closing; and $250,000 in cash one (1) year following the date of closing. As of June 30, 2019, the Company’s remaining liability of $1,500,000 is outstanding and is recorded on the balance sheet in accrued expenses. (See Note 4, above.)
Other Notes
The Company’s other notes relate to loans for commercial vans at CLR in the amount of $85,000 as of June 30, 2019 which mature at various dates through 2023.
Line of Credit - Loan and Security Agreement
On November 16, 2017, CLR entered into a Loan and Security Agreement (“Agreement”) with Crestmark Bank (“Crestmark”) providing for a line of credit related to accounts receivables resulting from sales of certain products that includes borrowings to be advanced against acceptable eligible inventory related to CLR. Effective December 29, 2017, CLR entered into a First Amendment to the Agreement, to include an increase in the maximum overall borrowing to $6,250,000. The loan amount may not exceed an amount which is the lesser of (a) $6,250,000 or (b) the sum of up (i) to 85% of the value of the eligible accounts; plus, (ii) the lesser of $1,000,000 or 50% of eligible inventory or 50% of (i) above, plus (iii) the lesser of $250,000 or eligible inventory or 75% of certain specific inventory identified within the Agreement.
The Agreement contains certain financial and nonfinancial covenants with which the Company must comply to maintain its borrowing availability and avoid penalties. As of June 30, 2019, the Company is in compliance with all financial and nonfinancial covenants.
The outstanding principal balance of the Agreement will bear interest based upon a year of 360 days with interest being charged for each day the principal amount is outstanding including the date of actual payment. The interest rate is a rate equal to the prime rate plus 2.50% with a floor of 6.75%. As of June 30, 2019, the interest rate was 7.5%. In addition, other fees are incurred for the maintenance of the loan in accordance with the Agreement. Other fees may be incurred in the event the minimum loan balance of $2,000,000 is not maintained. The Agreement is effective until November 16, 2020.
The Company and the Company’s CEO, Stephan Wallach, have entered into a Corporate Guaranty and Personal Guaranty, respectively, with Crestmark guaranteeing payments in the event that the Company’s commercial coffee segment CLR were to default. In addition, the Company’s President and Chief Financial Officer, David Briskie, personally entered into a Guaranty of Validity representing the Company’s financial statements so long as the indebtedness is owing to Crestmark, maintaining certain covenants and guarantees.
The Company’s outstanding line of credit liability related to the Agreement was approximately $2,002,000 as of June 30, 2019 and $2,256,000 as of December 31, 2018.
Contingent Acquisition Debt
The Company has contingent acquisition debt associated with its business combinations. The Company accounts for business combinations under the acquisition method and allocates the total purchase price for acquired businesses to the tangible and identified intangible assets acquired and liabilities assumed, based on their estimated fair values as of the acquisition date. A liability for contingent consideration, if applicable, is recorded at fair value as of the acquisition date and evaluated each period for changes in the fair value and adjusted as appropriate.
The Company’s contingent acquisition debt as of June 30, 2019 and December 31, 2018 is $7,593,000 and $8,261,000, respectively, and is attributable to debt associated with the Company’s direct selling segment. (See Note 9 below.)
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Convertible Notes Payable |
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Notes Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible Notes Payable | Total convertible notes payable as of June 30, 2019 and December 31, 2018, net of debt discount outstanding consisted of the amount set forth in the following table (in thousands):
July 2014 Private Placement
Between July 31, 2014 and September 10, 2014 the Company entered into Note Purchase Agreements (the “2014 Note” or “2014 Notes”) related to its private placement offering (“2014 Private Placement”) with seven accredited investors pursuant to which the Company raised aggregate gross proceeds of $4,750,000 and sold units consisting of five (5) year senior secured convertible note in the aggregate principal amount of $4,750,000 that are convertible into 678,568 shares of our common stock, at a conversion price of $7.00 per share, and warrants to purchase 929,346 shares of common stock at an exercise price of $4.60 per share. The 2014 Notes bear interest at a rate of eight percent (8%) per annum and interest is paid quarterly in arrears with all principal and unpaid interest due between July and September 2019.
The Company has the right to prepay the 2014 Notes at any time after the one-year anniversary date of the issuance of the 2014 Notes at a rate equal to 110% of the then outstanding principal balance and any unpaid accrued interest. The 2014 Notes are secured by Company pledged assets and rank senior to all debt of the Company other than certain senior debt that has been previously identified as senior to the convertible notes. Additionally, Stephan Wallach, the Company’s Chief Executive Officer, has also personally guaranteed the repayment of the 2014 Notes, subject to the terms of a Guaranty Agreement executed by him with the investors. In addition, Mr. Wallach has agreed not to sell, transfer or pledge 1.5 million shares of the common stock that he owns so long as his personal guaranty is in effect.
On October 23, 2018, the Company entered into an agreement with Carl Grover to exchange (the “Debt Exchange”), subject to stockholder approval which was received on December 6, 2018, all amounts owed under the 2014 Note held by him in the principal amount of $4,000,000 which matures on July 30, 2019, for 747,664 shares of the Company’s common stock, at a conversion price of $5.35 per share and a four-year warrant to purchase 631,579 shares of common stock at an exercise price of $4.75 per share. Upon the closing the Company issued Ascendant Alternative Strategies, LLC, a FINRA broker dealer (or its designees), which acted as the Company’s advisor in connection with a Debt Exchange transaction, 30,000 shares of common stock in accordance with an advisory agreement and four-year warrants to purchase 80,000 shares of common stock at an exercise price of $5.35 per share and four-year warrants to purchase 70,000 shares of common stock at an exercise price of $4.75 per share.
The Company considered the guidance of ASC 470-20, Debt: Debt with Conversion and Other Options and ASC 470-60, Debt: Debt Troubled Debt Restructuring by Debtors and concluded that the 2014 Note held by Mr. Grover should be recognized as a debt modification for an induced conversion of convertible debt under the guidance of ASC 470-20. The Company recognized all remaining unamortized discounts of approximately $679,000 immediately subsequent to October 23, 2018 as interest expense, and the fair value of the warrants and additional shares issued as discussed above were recorded as a loss on the Debt Exchange in the amount of $4,706,000 during the year ended December 31, 2018 with the corresponding entry recorded to equity.
In 2014, the Company initially recorded debt discounts of $4,750,000 related to the beneficial conversion feature and related detachable warrants. The beneficial conversion feature discount and the detachable warrants discount are amortized to interest expense over the life of the Notes. The unamortized debt discounts recognized with the Debt Exchange was approximately $679,000. As of June 30, 2019 and December 31, 2018 the remaining balance of the debt discounts is approximately $31,000 and $94,000, respectively. The Company recorded approximately $63,000 and $238,000 amortization of the debt discounts during the six months ended June 30, 2019 and 2018, and is recorded as interest expense.
With respect to the 2014 Private Placement, the Company paid approximately $490,000 in expenses including placement agent fees. The issuance costs are amortized to interest expense over the term of the 2014 Notes. The unamortized issuance costs recognized with the Debt Exchange was approximately $63,000. As of June 30, 2019 and December 31, 2018 the remaining balance of the issuance costs is approximately $3,000 and $10,000, respectively. The Company recorded approximately $6,000 and $25,000 of the debt discounts amortization during the six months ended June 30, 2019 and 2018, respectively, and is recorded as interest expense.
As of June 30, 2019 and December 31, 2018 the principal amount of $750,000 remains outstanding.
Unamortized debt discounts and issuance costs are included with convertible notes payable, net of debt discount on the condensed consolidated balance sheets.
January 2019 Private Placement
Between February 15, 2019 and May 23, 2019, the Company closed four tranches of its 2019 January Private Placement debt offering, pursuant to which the Company offered for sale up to $10,000,000 in principal amount $10,000,000 of notes (the “2019 PIPE Notes”), with each investor receiving 2,000 shares of common stock for each $100,000 invested. The Company entered into subscription agreements with thirty (30) accredited investors that had a substantial pre-existing relationship with the Company pursuant to which the Company received aggregate gross proceeds of $2,890,000 and issued 2019 PIPE Notes in the aggregate principal amount of $2,890,000 and an aggregate of 57,800 shares of common stock. The placement agent received 14,450 shares of common stock for the closed tranches and can receive up to 50,000 shares of common stock in the offering. Each 2019 PIPE Note matures 24 months after issuance, bears interest at a rate of six percent (6%) per annum, and the outstanding principal is convertible into shares of common stock at any time after the 180th day anniversary of the issuance of the 2019 PIPE Notes, at a conversion price of $10 per share (subject to adjustment for stock splits, stock dividends and reclassification of the common stock).
Upon issuance of the 2019 PIPE Notes, the Company recognized debt discounts of approximately $634,000, resulting from the allocated portion of offering proceeds to the separable common stock issuance. The debt discount is being amortized to interest expense over the term of the 2019 PIPE Notes. During the six months ended June 30, 2019 the Company recorded approximately $101,000 of amortization related to the debt discounts.
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Derivative Liability |
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Derivative Liability |
The Company recognizes and measures warrants in accordance with ASC Topic 815, Derivatives and Hedging. The accounting guidance sets forth a two-step model to be applied in determining whether a financial instrument is indexed to an entity’s own stock, which would qualify such financial instruments for a scope exception. This scope exception specifies that a contract that would otherwise meet the definition of a derivative financial instrument would not be considered as such if the contract is both (i) indexed to the entity’s own stock and (ii) classified in the stockholders’ equity section of the entity’s balance sheet. The Company determined that certain warrants and embedded conversion features issued in the Company’s private placements are ineligible for equity classification due to anti-dilution provisions set forth therein.
Derivative liabilities are recorded at their estimated fair value (see Note 9, below) at the issuance date and are revalued at each subsequent reporting date. The Company will continue to revalue the derivative liability on each subsequent balance sheet date until the securities to which the derivative liabilities relate to exercised or expire.
Various factors are considered in the pricing models the Company uses to value the derivative liabilities, including its current stock price, the remaining life, the volatility of its stock price, and the risk-free interest rate. Future changes in these factors may have a significant impact on the computed fair value of the liability. As such, the Company expects future changes in the fair values to continue and may vary significantly from period to period. The warrant and embedded liability and revaluations have not had a cash impact on working capital, liquidity or business operations.
Warrants
Effective January 1, 2019, the Company adopted ASU No. 2017-11 (see above, Recently Adopted Accounting Pronouncements). The new guidance requires companies to exclude any down round feature when determining whether a freestanding equity-linked financial instrument (or embedded conversion option) is considered indexed to the entity’s own stock when applying the classification guidance in ASC 815-40. Upon adoption of the new guidance, existing equity-linked financial instruments (or embedded conversion options) with down round features must be reassessed as liability classification may no longer be required. As a result, the Company determined in regard to its 2018 warrants the appropriate treatment of these warrants that were initially classified as derivative liabilities should now be classified as equity instruments.
The Company determined that the liability associated with the 2018 warrants should be remeasured and adjusted to fair value on the date of the change in classification with the offset to be recorded through earnings and then the fair value of the warrants should be reclassified to equity. The Company recorded the change in the fair value of the 2018 warrants as of the date of change in classification on March 11, 2019 to earnings. The fair value of the 2018 warrants as of the date of change in classification, in the amount of $1,494,000 was reclassified from warrant derivative liability to additional paid in capital as a result of the change in classification of the warrants.
Increases or decreases in the fair value of the derivative liability are included as a component of total other expense in the accompanying condensed consolidated statements of operations for the respective period. The changes to the derivative liability for warrants resulted in a decrease of $401,000 and a decrease of $192,000 for the three months ended June 30, 2019 and 2018, respectively. The changes to the derivative liability for warrants resulted in a decrease of $1,887,000 and a decrease of $904,000 for the six months ended June 30, 2019 and 2018, respectively.
The estimated fair value of the outstanding warrant liabilities is $4,969,000 and $9,216,000 as of June 30, 2019 and December 31, 2018, respectively.
The estimated fair value of the warrants was computed as of June 30, 2019 and December 31, 2018 using the Monte Carlo option pricing model with the following assumptions:
In addition, management assessed the probabilities of future financing assumptions in the valuation models.
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Fair Value of Financial Instruments |
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Fair Value of Financial Instruments | Fair value measurements are performed in accordance with the guidance provided by ASC Topic 820, “Fair Value Measurements and Disclosures.” ASC Topic 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied.
ASC Topic 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the hierarchy of levels of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:
Level 1 – Quoted prices in active markets for identical assets or liabilities that an entity has the ability to access.
Level 2 – Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Unobservable inputs that are supportable by little or no market activity and that are significant to the fair value of the asset or liability.
The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, capital lease obligations and deferred revenue approximate their fair values based on their short-term nature. The carrying amount of the Company’s long-term notes payable approximates its fair value based on interest rates available to the Company for similar debt instruments and similar remaining maturities.
The estimated fair value of the contingent consideration related to the Company's business combinations is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.
The following table details the fair value measurement within the fair value hierarchy of the Company’s financial instruments, which includes the Level 3 liabilities (in thousands):
The following table reflects the activity for the Company’s warrant derivative liability associated with the Company’s 2017, 2015 and 2014 Private Placements measured at fair value using Level 3 inputs (in thousands):
The following table reflects the activity for the Company’s contingent acquisition liabilities measured at fair value using Level 3 inputs (in thousands):
The fair value of the contingent acquisition liabilities is evaluated each reporting period using projected revenues, discount rates, and projected timing of revenues. Projected contingent payment amounts are discounted back to the current period using a discount rate. Projected revenues are based on the Company’s most recent internal operational budgets and long-range strategic plans. Increases in projected revenues will result in higher fair value measurements. Increases in discount rates and the time to payment will result in lower fair value measurements. Increases (decreases) in any of those inputs in isolation may result in a significantly lower (higher) fair value measurement. During the three and six months ended June 30, 2018, the net adjustment to the fair value of the contingent acquisition debt was a decrease of $1,246,000 and $1,459,000, respectively. During the three and six months ended June 30, 2019, the net adjustment to the fair value of the contingent acquisition debt was a decrease of $433,000, and is included in the Company’s statements of operations in general and administrative expense.
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Stockholders' Equity |
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Stockholders' Equity | The Company’s Certificate of Incorporation, as amended, authorizes the issuance of two classes of stock to be designated; “Common Stock” and “Preferred Stock”.
The total number of shares of stock which the Company has authority to issue is 50,000,000 shares of common stock, par value $0.001 per share and 5,000,000 shares of preferred stock, par value $0.001 per share, of which 161,135 shares have been designated as Series A convertible preferred stock, par value $0.001 per share (“Series A Convertible Preferred”), 1,052,631 has been designated as Series B convertible preferred stock (“Series B Convertible Preferred”), and 700,000 has been designated as Series C convertible preferred stock (“Series C Convertible Preferred”).
Common Stock
As of June 30, 2019 and December 31, 2018 there were 29,316,445 and 25,760,708 shares of common stock outstanding, respectively. The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders (and written actions in lieu of meetings).
Stock Offering
On February 7, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with one accredited investor that had a substantial pre-existing relationship with the Company pursuant to which the Company sold 250,000 shares of common stock, par value $0.001 per share, at an offering price of $7.00 per share. Pursuant to the Purchase Agreement, the Company also issued to the investor a three-year warrant to purchase 250,000 shares of common stock at an exercise price of $7.00. The proceeds were $1,750,000. Consulting fees to the Placement Agent for arranging the Purchase Agreement include the issuance of 5,000 shares of restricted shares of the Company’s common stock, par value $0.001 per share, and 100,000 three-year warrants expiring in February 2022 priced at $10.00. The Company used the Black-Scholes option-pricing model to estimate the fair value of the warrants issued to the selling agent to be $324,000 at the time of issuance as direct issuance costs and recorded in equity. No cash commissions were paid.
On June 17, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with one accredited investor that had a substantial pre-existing relationship with the Company pursuant to which the Company sold 250,000 shares of common stock, par value $0.001 per share, at an offering price of $5.50 per share. The proceeds were $1,375,000. The Company did not pay consulting fees in this transaction.
Between February 15, 2019 and May 23, 2019, the Company closed its fourth tranche of its 2019 January Private Placement debt offering, pursuant to which the Company offered for up to a maximum of $10,000,000 in principal amount of notes (the “2019 PIPE Notes”), with each investor receiving in addition to a 2019 PIPE Notes, 2,000 shares of common stock for each $100,000 invested. The Company entered into subscription agreements with thirty (30) accredited investors that had a substantial pre-existing relationship with the Company pursuant to which the Company received aggregate gross proceeds of $2,890,000 and issued 2019 PIPE Notes in the aggregate principal amount of $2,890,000 and an aggregate of 57,800 shares of common stock. The placement agent received 14,450 shares of common stock for the closed tranches and can receive up to 50,000 shares of common stock in the offering. Each 2019 PIPE Note matures 24 months after issuance, bears interest at a rate of six percent (6%) per annum, and the outstanding principal is convertible into shares of common stock at any time after the 180th day anniversary of the issuance of the 2019 PIPE Note, at a conversion price of $10 per share (subject to adjustment for stock splits, stock dividends and reclassification of the common stock).
On March 18, 2019, the Company issued 8% Notes to two accredited investors that the Company had a substantial pre-existing relationship with and from whom the Company raised cash proceeds in the aggregate of $2,000,000. In addition to the 8% Notes, the Company issued 20,000 shares of common stock par value $0.001 for each $1,000,000 invested as well as for each $1,000,000 invested five-year warrants to purchase 20,000 shares of common stock at a price per share of $6.00. The 8% Notes pay interest at a rate of eight percent (8%) per annum and interest is paid quarterly in arrears with all principal and unpaid interest due at maturity on March 18, 2021. The Company issued an aggregate of 40,000 shares of common stock and warrants to purchase an aggregate of 40,000 shares of common stock with the 8% Notes in the principal amount of $2,000,000.
Issuance of additional common shares and repricing of warrants related to 2018 Private Placement
On March 13, 2019, the Company determined that three of the investors of the Company’s August 2018 Private Placement became eligible to receive additional shares of the Company’s common stock as it was referred to in their respective Purchase Agreement as True-up Shares. Total number of additional shares issued to those three investors was 44,599 shares of the Company’s common stock, par value $0.001. In addition, the exercise price of the warrants issued at their respective closings is reset pursuant to the terms of the warrants to exercise prices ranging from $4.06 to $4.44 from the exercise price at issuance of $4.75.
Convertible Preferred Stock
Series A Convertible Preferred Stock
The Company has 161,135 shares of Series A Convertible Preferred Stock outstanding as of June 30, 2019, and December 31, 2018 and accrued dividends of approximately $143,000 and $137,000, respectively. The holders of the Series A Convertible Preferred Stock are entitled to receive a cumulative dividend at a rate of 8.0% per year, payable annually either in cash or shares of the Company's common stock at the Company's election. Each share of Series A Convertible Preferred is convertible into common stock at a conversion rate of 0.10. The holders of Series A Convertible Preferred are entitled to receive payments upon liquidation, dissolution or winding up of the Company before any amount is paid to the holders of common stock. The holders of Series A Convertible Preferred have no voting rights, except as required by law.
Series B Convertible Preferred Stock
On March 30, 2018, the Company completed the Series B Offering, pursuant to which the Company sold 381,173 shares of Series B Convertible Preferred Stock at an offering price of $9.50 per share and received gross proceeds in aggregate of approximately $3,621,000. The net proceeds to the Company from the Series B Offering were approximately $3,289,000 after deducting commissions, closing and issuance costs. Each share of Series B Convertible Preferred Stock is initially convertible at any time, in whole or in part, at the option of the holders, at an initial conversion price of $4.75 per share, into two (2) shares of common stock and automatically converts into two (2) shares of common stock on its two-year anniversary of issuance. Holders of the Series B Convertible Preferred Stock have no voting rights, except as required by law.
The Company has 129,437 shares of Series B Convertible Preferred Stock outstanding as of June 30, 2019 and December 31, 2018. The holders of the Series B Convertible Preferred Stock are entitled to receive cumulative dividends on the Series B Convertible Preferred Stock from the date of original issue at a rate of 5.0% per annum payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning June 30, 2018. As of June 30, 2019 and December 31, 2018 accrued dividends were approximately $24,000 and $11,000, respectively.
Series C Preferred Stock
Between August 17, 2018 and October 4, 2018, the Company closed three tranches of its Series C Offering, pursuant to which the Company sold 697,363 shares of Series C Convertible Preferred Stock at an offering price of $9.50 per share and agreed to issue two-year warrants (the “Preferred Warrants”) to purchase up to 1,394,726 shares of the Company’s common stock at an exercise price of $4.75 per share to Series C Preferred holders that voluntarily convert their shares of Series C Preferred Stock to the Company’s common stock within two-years from the issuance date. Each share of Series C Convertible Preferred Stock was initially convertible at any time, in whole or in part, at the option of the holders, at an initial conversion price of $4.75 per share, into two (2) shares of common stock and was automatically convertible into two (2) shares of common stock on its two-year anniversary of issuance.
The Company issued the placement agent in connection with the Series C Offering 116,867 warrants as compensation, exercisable at $4.75 per share and expire in December 2020. The Company determined that the warrants should be classified as equity instruments and used Black-Scholes to estimate the fair value of the warrants issued to the placement agent of $458,000 as of the issuance date December 19, 2018.
The Company received aggregate gross proceeds totaling approximately $6,625,000. The net proceeds to the Company from the Series C Offering were approximately $6,236,000 after deducting commissions, closing and issuance costs.
Upon liquidation, dissolution or winding up of the Company, each holder of Series C Preferred Stock was entitled to receive a distribution, to be paid in an amount equal to $9.50 for each and every share of Series C Preferred Stock held by the holders of Series C Preferred Stock, plus all accrued and unpaid dividends in preference to any distribution or payments made or any asset distributed to the holders of common stock, the Series A Preferred Stock, the Series B Preferred Stock or any other class or series of stock ranking junior to the Series C Preferred Stock.
The shares of Series C Convertible Preferred Stock issued in the Series C Offering were sold pursuant to the Company’s Registration Statement, which was declared effective with the SEC on December 10, 2018.
Pursuant to the Certificate of Designation, the Company agreed to pay cumulative dividends on the Series C Convertible Preferred Stock from the date of original issue at a rate of 6.0% per annum payable quarterly in arrears on or about the last day of March, June, September and December of each year, beginning September 30, 2018. In 2018 a total of approximately $51,000 of dividends was paid to the holders of the Series C Convertible Preferred Stock. The Series C Convertible Preferred Stock ranked senior to the Company’s outstanding Series A Convertible Preferred Stock, Series B Convertible Preferred Stock and the common stock with respect to dividend rights and rights upon liquidation, dissolution or winding up. Holders of the Series C Convertible Preferred Stock had no voting rights.
The contingent obligation to issue warrants is considered an outstanding equity-linked financial instrument and was therefore recognized as equity classified warrants, initially measured at relative fair value of approximately $3,727,000, resulting in an initial discount to the carrying value of the Series C Preferred Stock.
Due to the reduction of allocated proceeds to the contingently issuable common stock warrants and Series C Preferred Stock, the effective conversion price of the Series C Preferred Stock was less than the Company’s common stock price on each commitment date, resulting in an aggregate beneficial conversion feature of approximately $3,276,000, which reduced the carrying value of the Series C Preferred Stock. Since the conversion option of the Series C Preferred Stock was immediately exercisable, the beneficial conversion feature was immediately accreted as a deemed dividend, resulting in an increase in the carrying value of the C Preferred Stock of approximately $3,276,000.
The Series C Preferred Stock was automatically redeemable at a price equal to its original purchase price plus all accrued but unpaid dividends in the event the average of the daily volume weighted average price of the Company’s common stock for the 30 days preceding the two-year anniversary date of issuance is less than $6.00 per share. As redemption was outside of the Company’s control, the Series C Preferred Stock was classified in temporary equity at issuance. All of the Series C Preferred shares were converted to common stock during 2018 and the Company has issued 1,394,726 warrants. As of June 30, 2019 and December 31, 2018, no shares of Series C Convertible Preferred Stock remain outstanding.
Advisory Agreements
The Company records the fair value of common stock and warrants issued in conjunction with investor relations advisory service agreements based on the closing stock price of the Company’s common stock on the measurement date. The fair value of the stock issued is recorded through equity and prepaid advisory fees and amortized over the life of the service agreement.
ProActive Capital Resources Group, LLC
On September 1, 2015, the Company entered into an agreement with ProActive Capital Resources Group, LLC (“PCG”), pursuant to which PCG agreed to provide investor relations services for six (6) months in exchange for fees paid in cash of $6,000 per month and 5,000 shares of restricted common stock to be issued upon successfully meeting certain criteria in accordance with the agreement. Subsequent to the September 1, 2015 initial agreement, the agreement was extended through August 2018 under six-month incremental service agreements under the same terms with the monthly cash payments of $6,000 per month and 5,000 shares of restricted common stock for every six (6) months of service performed.
The stock issuance expense associated with the amortization of advisory fees is recorded as stock issuance expense and is included in general and administrative expense on the Company’s condensed consolidated statements of operations for the six months ended June 30, 2018 is approximately $13,000. The Company did not further extend this agreement subsequent to August 2018.
Ignition Capital, LLC
On April 1, 2018, the Company entered into an agreement with Ignition Capital, LLC (“Ignition”), pursuant to which Ignition agreed to provide investor relations services for a period of twenty-one (21) months in exchange for 50,000 shares of restricted common stock which were issued in advance of the service period. The fair value of the shares issued is recorded as prepaid advisory fees and is included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets and is amortized on a pro-rata basis over the term of the agreement. During the three months ended June 30, 2019 and 2018 the Company recorded expense of approximately $30,000 and $30,000, respectively. During the six months ended June 30, 2019 and 2018, the Company recorded expense of approximately $60,000 and $30,000, respectively, in connection with amortization of the stock issuance. The stock issuance expense associated with the amortization of advisory fees is recorded as equity issuance expense and is included in general and administrative expense on the Company’s condensed consolidated statements of operations.
Greentree Financial Group, Inc.
On March 27, 2018, the Company entered into an agreement with Greentree Financial Group, Inc. (“Greentree”), pursuant to which Greentree agreed to provide investor relations services for a period of twenty-one (21) months in exchange for 75,000 shares of restricted common stock which were issued in advance of the service period. The fair value of the shares issued is approximately $311,000 and is recorded as prepaid advisory fees and is included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets and is amortized on a pro-rata basis over the term of the agreement. During the three months ended June 30, 2019 and 2018 the Company recorded expense of approximately $45,000 and $44,000, respectively. During the six months ended June 30, 2019 and 2018, the Company recorded expense of approximately $89,000 and $44,000, respectively in connection with amortization of the stock issuance. The stock issuance expense associated with the amortization of advisory fees is recorded as equity issuance expense and is included in general and administrative expense on the Company’s condensed consolidated statements of operations.
Capital Market Solutions, LLC.
On July 1, 2018, the Company entered into an agreement with Capital Market Solutions, LLC. (“Capital Market”), pursuant to which Capital Market agreed to provide investor relations services for a period of 18 months in exchange for 100,000 shares of restricted common stock which were issued in advance of the service period. In addition, the Company agreed to pay in cash a base fee of $300,000, payable as follows; $50,000 paid in August 2018, and the remaining balance shall be paid monthly in the amount of $25,000 through January 1, 2019. Subsequent to the initial agreement, the Company extended the term for an additional 24 months through December 31, 2021 and agreed to issue Capital Market an additional 100,000 shares of restricted common stock which were issued in advance of the service period and $125,000 of additional fees.
On January 9, 2019, the Company executed the second amendment to the agreement with Capital Market, pursuant to which, the aggregate base fee increased to $525,000, and the Company issued an additional 75,000 of restricted common stock. In addition, the Company issued to Capital Market a four-year warrant to purchase 925,000 shares of the Company’s common stock at $6.00 per share vesting 50% at issuance on January 9, 2019 and 25% on January 9, 2020 and 25% on January 9, 2021. The fair value of the vested portion of the warrant was approximately $1,927,000 and was recorded as equity on the Company’s balance sheet as of June 30, 2019. During the three and six months ended June 30, 2019, the Company recorded expense of approximately $270,000 and $1,927,000, respectively, in connection with amortization of equity issuance expense related to the vesting of the warrant. The equity issuance expense associated with the amortization of advisory fees is recorded as equity issuance expense and is included in general and administrative expense on the Company’s condensed consolidated statements of operations.
The fair value of the common stock shares issued is recorded as prepaid advisory fees and is included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets and is amortized on a pro-rata basis over the term of the agreement. During the three and six months ended June 30, 2019, the Company recorded expense of approximately $129,000 and $257,000, respectively, in connection with amortization of the stock issuance expense. The stock issuance expense associated with the amortization of advisory fees is recorded as equity issuance expense and is included in general and administrative expense on the Company’s condensed consolidated statements of operations.
During the three and six months ended June 30, 2019, the Company recorded expense of approximately $50,000 in connection with the base fee. The cash fee paid for advisory services is recorded as equity issuance expense and is included in general and administrative expense on the Company’s condensed consolidated statements of operations.
I-Bankers Securities Incorporated
On April 5, 2019, the Company entered into an agreement with I-Bankers Securities Incorporated (“I-Bankers”), pursuant to which I-Bankers agreed to provide financial advisory services for a period of 12 months in exchange for 100,000 shares of restricted common stock which were issued in advance of the service period. In addition, the Company agreed to pay in cash a base fee for debt arrangements and equity offerings in conjunction with any transactions I-Bankers closes with the Company in accordance with the agreement. During the three and six months ended June 30, 2019, the Company recorded expense of approximately $143,000, in connection with amortization of the stock issuance expense. The stock issuance expense associated with the amortization of advisory fees is recorded as equity issuance expense and is included in general and administrative expense on the Company’s condensed consolidated statements of operations.
Warrants
As of June 30, 2019, warrants to purchase 6,903,874 shares of the Company's common stock at prices ranging from $2.00 to $10.00 were outstanding. As of June 30, 2019, 6,556,999 warrants are exercisable and expire at various dates through March 2024 and have a weighted average remaining term of approximately 2.23 years and are included in the table below as of June 30, 2019.
The Company uses a combination of option-pricing models to estimate the fair value of the warrants including the Monte Carlo, Lattice and Black-Scholes.
A summary of the warrant activity for the six months ended June 30, 2019 is presented in the following table:
Stock Options
On May 16, 2012, the Company established the 2012 Stock Option Plan (“Plan”) authorizing the granting of options for up to 9,000,000 shares of common stock.
The purpose of the Plan is to promote the long-term growth and profitability of the Company by (i) providing key people and consultants with incentives to improve stockholder value and to contribute to the growth and financial success of the Company and (ii) enabling the Company to attract, retain and reward the best available persons for positions of substantial responsibility. The Plan allows for the grant of: (a) incentive stock options; (b) nonqualified stock options; (c) stock appreciation rights; (d) restricted stock; and (e) other stock-based and cash-based awards to eligible individuals qualifying under Section 422 of the Internal Revenue Code, in any combination (collectively, “Options”). At June 30, 2019, the Company had 3,732,820 shares of common stock available for issuance under the Plan.
A summary of the Plan stock option activity for the six months ended June 30, 2019 is presented in the following table:
The weighted-average fair value per share of the granted options for the six months ended June 30, 2019 was approximately $4.26.
Stock-based compensation expense included in the condensed consolidated statements of operations was $393,000 and $123,000 for the three months ended June 30, 2019 and 2018, respectively, and $11,642,000 and $245,000 for the six months ended June 30, 2019 and 2018, respectively.
As of June 30, 2019, there was approximately $1,543,000 of total unrecognized compensation expense related to unvested stock options granted under the Plan. The expense is expected to be recognized over a weighted-average period of 1.44 years.
The Company uses the Black-Scholes to estimate the fair value of stock options. The use of a valuation model requires the Company to make certain assumptions with respect to selected model inputs. Expected volatility is calculated based on the historical volatility of the Company’s stock price over the expected term of the option. The expected life is based on the contractual life of the option and expected employee exercise and post-vesting employment termination behavior. The risk-free interest rate is based on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life assumed at the date of the grant.
Restricted Stock Units
On August 9, 2017, the Company issued restricted stock units for an aggregate of 500,000 shares of common stock, to its employees and consultants. These shares of common stock will be issued upon vesting of the restricted stock unit (“RSU’s”). Full vesting occurs on the sixth-year anniversary of the grant date, with 10% vesting on the third-year, 15% on the fourth-year, 50% on the fifth-year and 25% on the sixth-year anniversary of the vesting commencement date. As of June 30, 2019, none of the RSU’s have vested. There were no grants during the six months ended June 30, 2019 and 2018.
The Company adopted ASU 2018-07 on January 1, 2019 and the stock-based compensation expense for non-employee grants is based on the closing price of our common stock of $5.72 on December 31, 2018, which was the last business day before we adopted ASU 2018-07. See Note 1 above, Recently Adopted Accounting Pronouncements for further discussion of the Company’s adoption of ASU 2018-07.
The fair value of each RSU’s issued to employees is based on the closing stock price on the grant date of $4.53 and is recognized as stock-based compensation expense over the vesting term of the award.
Stock-based compensation expense related to the RSU’s included in the condensed consolidated statements of operations was $20,000 and $92,000 for the three months ended June 30, 2019 and 2018, respectively, and $115,000 and $207,000 for the six months ended June 30, 2019 and 2018, respectively.
As of June 30, 2019, total unrecognized stock-based compensation expense related to restricted stock units to employees and consultants was approximately $1,383,000, which will be recognized over a weighted average period of 4.11 years.
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Segment and Geographical Information | The Company is a leading multi-channel lifestyle company offering a hybrid of the direct selling business model that also offers e-commerce and the power of social selling. Assembling a virtual main street of products and services under one corporate entity, Youngevity offers products from top selling retail categories: health/nutrition, home/family, food/beverage (including coffee), spa/beauty, apparel/jewelry, as well as innovative services. The Company operates in three segments: the direct selling segment where products are offered through a global distribution network of preferred customers and distributors, the commercial coffee segment where roasted and green coffee bean products are sold directly to businesses, and commercial hemp segment provides end to end extraction and processing via the Company’s proprietary systems that allow for the conversion of hemp feed stock into hemp oil and hemp extracts. The primary focus of the segment will be to generate revenue through sales of extraction services and end to end processing services for the conversion of Hemp and Hemp oil into sellable ingredients. Additionally, the Company offers various rental, sales, and service programs of the company’s extraction and processing systems.
The Company’s segments reflect the manner in which the business is managed and how the Company allocates resources and assesses performance. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker evaluates segment performance primarily based on revenue and segment operating income. The principal measures and factors the Company considered in determining the number of reportable segments were revenue, gross margin percentage, sales channel, customer type and competitive risks.
The accounting policies of the segments are consistent with those described in the summary of significant accounting policies. Segment revenue excludes intercompany revenue eliminated in the consolidation. The following tables present certain financial information for each segment (in thousands):
Total tangible assets, net located outside the United States were approximately $8.0 million and $6.2 million as of June 30, 2019 and December 31, 2018, respectively.
The Company conducts its operations primarily in the United States. For the three months ended June 30, 2019 and 2018 approximately 10% and 14%, respectively, of the Company’s sales were derived from sales outside the United States. For the six months ended June 30, 2019 and 2018 approximately 10% and 14%, respectively, of the Company’s sales were derived from sales outside the United States.
The following table displays revenues attributable to the geographic location of the customer (in thousands):
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Subsequent Events | None. |
Basis of Presentation and Description of Business (Policies) |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Basis of Presentation | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) for interim financial information. Accordingly, certain information and footnote disclosures, normally included in financial statements prepared in accordance with generally accepted accounting principles, have been condensed or omitted pursuant to such rules and regulations.
Youngevity International, Inc. (the “Company”) consolidates all wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.
The statements presented as of June 30, 2019 and for the three and six months ended June 30, 2019 and 2018 are unaudited. In the opinion of management, these financial statements reflect all normal recurring and other adjustments necessary for a fair presentation, and to make the financial statements not misleading. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Form 10-K for the year ended December 31, 2018, filed with the SEC on April 15, 2019. The results for interim periods are not necessarily indicative of the results for the entire year.
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Nature of Business | Youngevity International, Inc. (the “Company”), founded in 1996, develops and distributes health and nutrition related products through its global independent direct selling network, also known as multi-level marketing, and sells coffee products to commercial customers. During the year ended December 31, 2018 the Company operated in two business segments, its direct selling segment where products are offered through a global distribution network of preferred customers and distributors and its commercial coffee segment where products are sold directly to businesses. During the first quarter of 2019, the Company through the acquisition of the assets of Khrysos Global, Inc. added a third business segment to its operations, the commercial hemp segment. The Company's three segments are listed below:
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Segment Information | The Company has three reportable segments: direct selling, commercial coffee, and commercial hemp. The direct selling segment develops and distributes health and wellness products through its global independent direct selling network also known as multi-level marketing. The commercial coffee segment is a coffee roasting and distribution company specializing in gourmet coffee. The determination that the Company has three reportable segments is based upon the guidance set forth in Accounting Standards Codification (“ASC”) Topic 280, “Segment Reporting.” During the three months ended June 30, 2019, the Company derived approximately 59.8% of its revenue from its direct selling segment and approximately 39.7% of its revenue from its commercial coffee segment and 0.5% from the commercial hemp segment. During the three months ended June 30, 2018, the Company had two reportable segments and derived approximately 83% of its revenue from its direct selling segment and approximately 17% of its revenue from its commercial coffee segment.
During the six months ended June 30, 2019, the Company derived approximately 59.6% of its revenue from its direct selling segment and approximately 40.1% of its revenue from its commercial coffee segment and 0.3% from the commercial hemp segment. During the six months ended June 30, 2018, the Company had two reportable segments and derived approximately 83% of its revenue from its direct selling segment and approximately 17% of its revenue from its commercial coffee segment.
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Liquidity and Going Concern | The accompanying condensed consolidated financial statements have been prepared and presented on a basis assuming the Company will continue as a going concern. The Company has sustained significant net losses during the six months ended June 30, 2019 and 2018 of approximately $12,307,000 and $2,922,000, respectively. Net cash used in operating activities was approximately $5,381,000 and $1,676,000 for the six months ended June 30, 2019 and 2018, respectively. The Company does not currently believe that its existing cash resources are sufficient to meet the Company’s anticipated needs over the next twelve months from the date hereof. Based on its current cash levels and its current rate of cash requirements, the Company will need to raise additional capital and/or will need to further reduce its expenses from current levels. These factors raise substantial doubt about the Company’s ability to continue as a going concern.
The Company anticipates that revenues will grow, and it intends to make necessary cost reductions related to international operations that are not performing well and reduce non-essential expenses.
The Company is also considering multiple other fund-raising alternatives.
On March 18, 2019, the Company entered into a two-year Secured Promissory Note (the “Note” or “Notes”) with two (2) accredited investors that had a substantial pre-existing relationship with the Company pursuant to which the Company raised cash proceeds of $2,000,000. (See Note 6, below)
Between February 2019 and May 2019, the Company closed four tranches of its current 2019 January Private Placement debt offering, pursuant to which the Company offered for sale up to $10,000,000 in principal amount of notes (the “2019 PIPE Notes”), with each investor receiving 2,000 shares of common stock for each $100,000 invested. The Company received aggregate gross proceeds of $2,890,000 and issued the 2019 PIPE Notes in the aggregate principal amount of $2,890,000. (See Note 7, below)
On February 6, 2019, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with one accredited investor that had a substantial pre-existing relationship with the Company pursuant to which the Company sold 250,000 shares of the Company’s common stock, par value $0.001 per share, at an offering price of $7.00 per share. Pursuant to the Purchase Agreement, the Company also issued to the investor a three-year warrant to purchase 250,000 shares of common stock at an exercise price of $7.00. The proceeds to the Company were $1,750,000. Consulting fees for arranging the Purchase Agreement include the issuance of 5,000 shares of restricted shares of the Company’s common stock, par value $0.001 per share, and a 3-year warrant priced at $10.00 per share convertible into 100,000 shares of the Company’s common stock upon exercise. No cash commissions were paid.
On January 7, 2019, the Company entered into an At-the-Market Offering Agreement (the “ATM Agreement”) with The Benchmark Company, LLC (“Benchmark”), as sales agent, pursuant to which the Company may sell from time to time, at its option, shares of its common stock, par value $0.001 per share, through Benchmark, as sales agent (the “Sales Agent”), for the sale of up to $60,000,000 of shares of the Company’s common stock. The Company is not obligated to make any sales of common stock under the ATM Agreement and the Company cannot provide any assurances that it will issue any shares pursuant to the ATM Agreement. The Company will pay the Sales Agent 3.0% commission of the gross sales proceeds. In February 2019, the Company sold a total of 1,000 shares of common stock under the ATM Agreement for an aggregate purchase price of $6.6118 pursuant to the ATM Agreement. The Company did not use the ATM Agreement during the three months ended June 30, 2019.
Depending on market conditions, there can be no assurance that additional capital will be available when needed or that, if available, it will be obtained on terms favorable to the Company or to its stockholders.
Failure to raise additional funds from the issuance of equity securities and failure to implement cost reductions could adversely affect the Company’s ability to operate as a going concern. The financial statements do not include any adjustments that might be necessary from the outcome of this uncertainty. |
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Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) requires the Company 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 revenue and expense for each reporting period. Estimates are used in accounting for, among other things, allowances for doubtful accounts, deferred taxes and related valuation allowances, fair value of derivative liabilities, uncertain tax positions, loss contingencies, fair value of options granted under the Company’s stock-based compensation plan, fair value of assets and liabilities acquired in business combinations, finance leases, asset impairments, estimates of future cash flows used to evaluate impairments, useful lives of property, equipment and intangible assets, value of contingent acquisition debt, inventory obsolescence, and sales returns.
Actual results may differ from previously estimated amounts and such differences may be material to the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected prospectively in the period they occur.
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Cash and Cash Equivalents | The Company considers only its monetary liquid assets with original maturities of three months or less as cash and cash equivalents.
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Related Party Transactions | Richard Renton
Richard Renton is a member of the Board of Directors and owns and operates WVNP, Inc., a supplier of certain inventory items sold by the Company. The Company made purchases of approximately $103,000 and $63,000 from WVNP Inc., for the three months ended June 30, 2019 and 2018, respectively, and $111,000 and $117,000 for the six months ended June 30, 2019 and 2018, respectively.
Carl Grover
Carl Grover is the sole beneficial owner of in excess of five percent (5%) of the Company’s outstanding common shares. On December 13, 2018, CLR, entered into a Credit Agreement with Mr. Grover (the “Credit Agreement”) pursuant to which CLR borrowed $5,000,000 from Mr. Grover and in exchange issued to him a $5,000,000 credit note (“Credit Note”) secured by its green coffee inventory under a Security Agreement, dated December 13, 2018 (the “Security Agreement”), with Mr. Grover and CLR’s subsidiary, Siles Family Plantation Group S.A. (“Siles”), as guarantor, and Siles executed a separate Guaranty Agreement (“Guaranty”). The Company issued to Mr. Grover a four-year warrant to purchase 250,000 shares of its common stock, exercisable at $6.82 per share, and a four-year warrant to purchase 250,000 shares of the Company’s common stock, exercisable at $7.82 per share, pursuant to a Warrant Purchase Agreement, dated December 13, 2018, with Mr. Grover. (See Note 6 below.)
On July 31, 2019, Mr. Grover acquired 600,242 shares of the Company’s common stock, $.001 par value, upon the partial exercise at $4.60 per share of a July 31, 2014 warrant to purchase 782,608 shares of common stock held by him. In connection with such exercise, the Company received $2,761,113 from Mr. Grover, issued to Mr. Grover 50,000 shares of restricted common stock as an inducement fee and agreed to extend the expiration date of the July 31, 2014 warrant held by him to December 15, 2020 with respect to 182,366 shares of common stock remaining for exercise thereunder.
Paul Sallwasser
Mr. Paul Sallwasser is a member of the board directors and prior to joining the Company’s Board of Directors he acquired a note (the “2014 Note”) issued in the Company’s private placement consummated in 2014 (the “2014 Private Placement”) in the principal amount of $75,000 convertible into 10,714 shares of common stock and a warrant (the “2014 Warrant”) issued, in the 2014 Private Placement, exercisable for 14,673 shares of common stock. Prior to joining the Company’s Board of Directors, Mr. Sallwasser acquired in the 2017 Private Placement a 2017 Note in the principal amount of approximately $38,000 convertible into 8,177 shares of common stock and a warrant (the “2017 Warrant”) issued, in the 2017 Private Placement, exercisable for 5,719 shares of common stock. Mr. Sallwasser also acquired in the 2017 Private Placement in exchange for the “2015 Note” that he acquired in the Company’s private placement consummated in 2015 (the “2015 Private Placement”), a 2017 Note in the principal amount of $5,000 convertible into 1,087 shares of common stock and a 2017 Warrant exercisable for 543 shares of common stock. On March 30, 2018, the Company completed its Series B Offering, and in accordance with the terms of the 2017 Notes, Mr. Sallwasser’s 2017 Notes converted to 9,264 shares of the Company’s common stock.
2400 Boswell LLC
In March 2013, the Company acquired 2400 Boswell for approximately $4,600,000. 2400 Boswell is the owner and lessor of the building occupied by the Company for its corporate office and warehouse in Chula Vista, California. The purchase was from an immediate family member of the Company’s Chief Executive Officer and consisted of approximately $248,000 in cash, approximately $334,000 of debt forgiveness and accrued interest, and a promissory note of approximately $393,000, payable in equal payments over 5 years and bears interest at 5.0%. Additionally, the Company assumed a long-term mortgage of $3,625,000, payable over 25 years with an initial interest rate of 5.75%. The interest rate is the prime rate plus 2.5%. The current interest rate as of June 30, 2019 was 8.0%. The lender will adjust the interest rate on the first calendar day of each change period or calendar quarter. The Company and its Chief Executive Officer are both co-guarantors of the mortgage. As of June 30, 2019, the balance on the long-term mortgage is approximately $3,180,000 and the balance on the promissory note is zero.
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Other Relationship Transactions | Hernandez, Hernandez, Export Y Company and H&H Coffee Group Export Corp.
The Company’s commercial coffee segment, CLR, is associated with Hernandez, Hernandez, Export Y Company (“H&H”), a Nicaragua company, through sourcing arrangements to procure Nicaraguan grown green coffee beans. In March 2014, as part of the Siles acquisition, CLR engaged the owners of H&H as employees to manage Siles. H&H is a sourcing agent acting on behalf of CLR for purchases of coffee from the producers. In consideration for H&H's sourcing of green coffee, CLR and H&H share in the green coffee profit from operations. H&H made purchases for CLR of approximately $12,641,000 and $3,339,000 for the three months ended June 30, 2019 and 2018, respectively and $30,161,000 and $7,073,000 for the six months ended June 30, 2019 and 2018, respectively.
In addition, CLR sold approximately $14,915,000 and $859,000 for the three months ended June 30, 2019 and 2018, respectively, and $34,941,000 and $3,302,000 for the six months ended June 30, 2019 and 2018, respectively, of green coffee beans to H&H Coffee Group Export Corp., (“H&H Export”) a Florida based company which is affiliated with H&H.
As of June 30, 2019 and December 31, 2018, CLR’s accounts payable for vendor related purchases by H&H Export were approximately $24,959,000 and $1,633,000, respectively. As of June 30, 2019 and December 31, 2018, CLR’s accounts receivable for customer related revenue by H&H Export were approximately $32,056,000 and $673,000, respectively. Also, see the section below “Other.”
In May 2017, the Company entered a settlement agreement with Alain Piedra Hernandez, one of the owners of H&H and the operating manager of Siles, who was issued a non-qualified stock option for the purchase of 75,000 shares of the Company’s common stock at a price of $2.00 with an expiration date of three years, in lieu of an obligation due from the Company to H&H as it relates to a Sourcing and Supply Agreement with H&H. During the period ended September 30, 2017 the Company replaced the non-qualified stock option and issued a warrant agreement with the same terms. There was no financial impact related to the cancellation of the option and the issuance of the warrant. As of June 30, 2019, the warrant remains outstanding.
In December 2018, CLR advanced $5,000,000 to H&H Export to provide services in support of a 5-year contract for the sale and processing of 41 million pounds of green coffee beans on an annual basis. The services include providing hedging and financing opportunities to producers and delivering harvested coffee to the Company’s mills. On March 31, 2019, this advance was converted to a $5,000,000 loan agreement as a note receivable and bears interest at 9% per annum and is due and payable by H&H Export at the end of each year’s harvest season, but no later than October 31 for any harvest year. The loan is secured by H&H Export’s hedging account with INTL FC Stone, trade receivables, green coffee inventory in the possession of H&H Export and all green coffee contracts. As of June 30, 2019, the $5,097,000 note receivable remains outstanding which includes accrued interest.
Mill Construction Agreement
On January 15, 2019, CLR entered into the CLR Siles Mill Construction Agreement (the “Mill Construction Agreement”) with H&H and H&H Export, Alain Piedra Hernandez (“Hernandez”) and Marisol Del Carmen Siles Orozco (“Orozco”), together with H&H, H&H Export, Hernandez and Orozco, collectively referred to as the Nicaraguan Partner, pursuant to which the Nicaraguan Partner agreed to transfer a 45 acre tract of land in Matagalpa, Nicaragua (the “Property”) to be owned 50% by the Nicaraguan Partner and 50% by CLR. In consideration for the land acquisition the Company issued to H&H Export, 153,846 shares of common stock. In addition, the Nicaraguan Partner and CLR agreed to contribute $4,700,000 each toward the construction of a processing plant, office, and storage facilities (“Mill”) on the property for processing coffee in Nicaragua. As of June 30, 2019, the Company paid $3,350,000 towards construction of a mill, which is included in construction in process within property and equipment, net on the Company's condensed consolidated balance sheet.
Amendment to Operating and Profit-Sharing Agreement
On January 15, 2019, CLR entered into an amendment to the March 2014 operating and profit-sharing agreement with the owners of H&H. CLR previously engaged Hernandez and Orozco, the owners of H&H as employees to manage Siles. In addition, CLR and H&H, Hernandez and Orozco have agreed to restructure their profit-sharing agreement in regard to profits from green coffee sales and processing that increases CLR’s profit participation by an additional 25%. Under the new terms of the agreement with respect to profit generated from green coffee sales and processing from La Pita, a leased mill, or the new mill, now will provide for a split of profits of 75% to CLR and 25% to the Nicaraguan Partner, after certain conditions are met. The Company issued 295,910 shares of the Company’s common stock to H&H Export to pay for certain working capital, construction and other payables. In addition, H&H Export has sold to CLR its espresso brand Café Cachita in consideration of the issuance of 100,000 shares of the Company’s common stock. Hernandez and Orozco are employees of CLR. The shares of common stock issued were valued at $7.50 per share. |
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Revenue Recognition | The Company recognizes revenue from product sales when the following five steps are completed: i) Identify the contract with the customer; ii) Identify the performance obligations in the contract; iii) Determine the transaction price; iv) Allocate the transaction price to the performance obligations in the contract; and v) Recognize revenue when (or as) each performance obligation is satisfied (see Note 3, below).
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company enters into contracts that can include various combinations of products and services, which are generally capable of being distinct and accounted for as separate performance obligations. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
The transaction price for all sales is based on the price reflected in the individual customer's contract or purchase order. Variable consideration has not been identified as a significant component of the transaction price for any of our transactions.
Independent distributors receive compensation which is recognized as Distributor Compensation in the Company’s consolidated statements of operations. Due to the short-term nature of the contract with the customers, the Company accrues all distributor compensation expense in the month earned and pays the compensation the following month.
The Company also charges fees to become a distributor, and earn a position in the network genealogy, which are recognized as revenue in the period received. The Company’s distributors are required to pay a one-time enrollment fee and receive a welcome kit specific to that country or region that consists of forms, policy and procedures, selling aids, access to the Company’s distributor website and a genealogy position with no down line distributors.
The Company has determined that most contracts will be completed in less than one year. For those transactions where all performance obligations will be satisfied within one year or less, the Company is applying the practical expedient outlined in ASC 606-10-32-18. This practical expedient allows the Company not to adjust promised consideration for the effects of a significant financing component if the Company expects at contract inception the period between when the Company transfers the promised good or service to a customer and when the customer pays for that good or service will be one year or less. For those transactions that are expected to be completed after one year, the Company has assessed that there are no significant financing components because any difference between the promised consideration and the cash selling price of the good or service is for reasons other than the provision of financing.
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Deferred Revenues and Costs | As of June 30, 2019 and December 31, 2018, the balance in deferred revenues was approximately $2,260,000 and $2,312,000, respectively. Deferred revenue related to the Company’s direct selling segment is attributable to the Heritage Makers product line and also for future Company convention and distributor events.
Deferred revenues related to Heritage Makers were approximately $2,065,000 and $2,153,000, as of June 30, 2019, and December 31, 2018, respectively. The deferred revenue represents Heritage Maker’s obligation for points purchased by customers that have not yet been redeemed for product. Cash received for points sold is recorded as deferred revenue. Revenue is recognized when customers redeem the points and the product is shipped.
Deferred costs relate to Heritage Makers prepaid commissions that are recognized in expense at the time the related revenue is recognized. As of June 30, 2019 and 2018, the balance in deferred costs was approximately $295,000 and $455,000, respectively, and is included in prepaid expenses and current assets.
Deferred revenues related to pre-enrollment in upcoming conventions and distributor events of approximately $173,000 and $159,000 as of June 30, 2019 and December 31, 2018, respectively, relate primarily to the Company’s 2019 and 2018 events. The Company does not recognize this revenue until the conventions or distributor events occur.
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Plantation Costs | The Company’s commercial coffee segment includes the results of Siles, which is a 500-acre coffee plantation and a dry-processing facility located on 26 acres located in Matagalpa, Nicaragua. Siles is a wholly-owned subsidiary of CLR, and the results of CLR include the depreciation and amortization of capitalized costs, development and maintenance and harvesting costs of Siles. In accordance with GAAP, plantation maintenance and harvesting costs for commercially producing coffee farms are charged against earnings when sold. Deferred harvest costs accumulate and are capitalized throughout the year and are expensed over the remainder of the year as the coffee is sold. The difference between actual harvest costs incurred and the amount of harvest costs recognized as expense is recorded as either an increase or decrease in deferred harvest costs, which is reported as an asset and included with prepaid expenses and other current assets in the condensed consolidated balance sheets. Once the harvest is complete, the harvest costs are then recognized as the inventory value. Deferred costs associated with the harvest as of June 30, 2019 and December 31, 2018 are approximately $150,000 and $400,000, respectively, and are included in prepaid expenses and other current assets on the Company’s balance sheets.
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Stock-based Compensation | The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation – Stock Compensation,” which establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the vesting period of the equity grant.
The Company accounts for equity instruments issued to non-employees in accordance with authoritative guidance for equity-based payments to non-employees. Stock options issued to non-employees are accounted for at their estimated fair value, determined using the Black-Scholes option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase in value, if any, is recognized as expense during the period the related services are rendered.
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Income Taxes | The Company accounts for income taxes in accordance with ASC Topic 740, "Income Taxes," under the asset and liability method which includes the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. Under this approach, deferred taxes are recorded for the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year plus the change in deferred taxes during the year. Deferred taxes result from differences between the financial statement and tax basis of assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. The effects of future changes in income tax laws or rates are not anticipated.
Income taxes for the interim periods are computed using the effective tax rates estimated to be applicable for the full fiscal year, as adjusted for any discrete taxable events that occur during the period.
The Company files income tax returns in the United States (“U.S.”) on a federal basis and in many U.S. state and foreign jurisdictions. Certain tax years remain open to examination by the major taxing jurisdictions to which the Company is subject.
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Commitments and Contingencies | Litigation
The Company is from time to time, the subject of claims and suits arising out of matters related to the Company’s business. The Company is party to litigation at the present time and may become party to litigation in the future. In general, litigation claims can be expensive, and time consuming to bring or defend against and could result in settlements or damages that could significantly affect financial results. It is not possible to predict the final resolution of the current litigation to which the Company is party to, and the impact of certain of these matters on the Company’s business, results of operations, and financial condition could be material. Regardless of the outcome, litigation has adversely impacted the Company’s business because of defense costs, diversion of management resources and other factors.
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Other (Concentration) | Vendor Concentration
The Company purchases its inventory from multiple third-party suppliers at competitive prices. For the three months ended June 30, 2019, the Company’s commercial coffee segment made purchases from one vendor, H&H Export, that individually comprised more than 10% of total purchases and in aggregate approximated 90% of total purchases. For the six months ended June 30, 2019, the Company’s commercial coffee segment made purchases from one vendor, H&H Export, that individually comprised more than 10% of total purchases and in aggregate approximated 92% of total purchases.
The Company purchases its inventory from multiple third-party suppliers at competitive prices. For the three months ended June 30, 2018, the Company’s commercial coffee segment made purchases from three vendors, H&H Export, Rothfos Corporation and Sixto Packaging that individually comprised more than 10% of total purchases and in aggregate approximated 64% of total purchases. For the six months ended June 30, 2018, the Company’s commercial coffee segment made purchases from two vendors, H&H Export and Rothfos Corporation, that individually comprised more than 10% of total purchases and in aggregate approximated 86% of total purchases.
For the three months ended June 30, 2019, the Company’s direct selling segment made purchases from two vendors, Global Health Labs, Inc. and Michael Schaeffer, LLC., that individually comprised more than 10% of total purchases and in aggregate approximated 46% of total purchases. For the six months ended June 30, 2019, the Company’s direct selling segment made purchases from two vendors, Global Health Labs, Inc. and Michael Schaeffer, LLC., that individually comprised more than 10% of total purchases and in aggregate approximated 41% of total purchases.
For the three months ended June 30, 2018, the Company’s direct selling segment made purchases from three vendors, Global Health Labs, Inc., Purity Supplements and Nutritional Engineering, that individually comprised more than 10% of total purchases and in aggregate approximated 58% of total purchases. For the six months ended June 30, 2018, the Company’s direct selling segment made purchases from two vendors, Global Health Labs, Inc. and Purity Supplements, that individually comprised more than 10% of total purchases and in aggregate approximated 45% of total purchases.
For the three months ended June 30, 2019, the Company’s hemp segment made purchases from three vendors, Lab1st, Bio Processing Corp., and ADM Labs, that individually comprised more than 10% of total purchases and in aggregate approximated 63% of total purchases. For the six months ended June 30, 2019, the Company’s hemp segment made purchases from two vendors, Lab1st and Bio Processing Corp., that individually comprised more than 10% of total purchases and in aggregate approximated 41% of total purchases.
Customer Concentration
For the three months ended June 30, 2019, the Company’s commercial coffee segment had two customers, H&H Export and Rothfos Corporation that individually comprised more than 10% of revenue and in aggregate approximated 84% of total revenue. For the six months ended June 30, 2019, the Company’s commercial coffee segment had one customer, H&H Export that individually comprised more than 10% of revenue and in aggregate approximated 79% of total revenue.
For the three months ended June 30, 2018, the Company’s commercial coffee segment had two customers, H&H Export and Rothfos Corporation that individually comprised more than 10% of revenue and in aggregate approximated 62% of total revenue. For the six months ended June 30, 2018, the Company’s commercial coffee segment had two customers, H&H Export and Rothfos Corporation that individually comprised more than 10% of revenue and in aggregate approximated 62% of total revenue.
For the three months ended June 30, 2019, the Company’s hemp segment had three customers, Xtraction Services, Air Spec and David Shin that individually comprised more than 10% of revenue and in aggregate approximated 50% of total revenue. For the six months ended June 30, 2019, the Company’s hemp segment had three customers, Xtraction Services, Air Spec and David Shin that individually comprised more than 10% of revenue and in aggregate approximated 54% of total revenue.
The direct selling segment did not have any customers during the three and six months ended June 30, 2019 that comprised more than 10% of revenue.
The Company has purchase obligations related to minimum future purchase commitments for green coffee to be used in the Company’s commercial coffee segment. Each individual contract requires the Company to purchase and take delivery of certain quantities at agreed upon prices and delivery dates. The contracts as of June 30, 2019, have minimum future purchase commitments of approximately $5,680,000, which are to be delivered in 2019. The contracts contain provisions whereby any delays in taking delivery of the purchased product will result in additional charges related to the extended warehousing of the coffee product. The fees can average approximately $0.01 per pound for every month of delay. To date the Company has not incurred such fees. |
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Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. Subtopic 350-40 clarifies the accounting for implementation costs of a hosting arrangement that is a service contract and aligns that accounting, regardless of whether the arrangement conveys a license to the hosted software. The amendments in this update are effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company does not expect this new guidance to have a material impact on its condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. Topic 820 removes or modifies certain current disclosures and adds additional disclosures. The changes are meant to provide more relevant information regarding valuation techniques and inputs used to arrive at measures of fair value, uncertainty in the fair value measurements, and how changes in fair value measurements impact an entity's performance and cash flows. Certain disclosures in Topic 820 will need to be applied on a retrospective basis and others on a prospective basis. Topic 820 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2019. Early adoption is permitted. The Company expects to adopt the provisions of this guidance on January 1, 2020 and is currently evaluating the impact that Topic 820 will have on its related disclosures.
In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This ASU simplifies the test for goodwill impairment by removing Step 2 from the goodwill impairment test. Companies will now perform the goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, recognizing an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value not to exceed the total amount of goodwill allocated to that reporting unit. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The amendments in this update are effective for goodwill impairment tests in fiscal years beginning after December 15, 2019 for public companies, with early adoption permitted for goodwill impairment tests performed after January 1, 2017. The Company does not expect this new guidance to have a material impact on its condensed consolidated financial statements.
Recently Adopted Accounting Pronouncements
In June 2018, the FASB issued ASU 2018-07, Compensation - Stock Compensation (Topic 718): Improvements to Nonemployees Share-Based Payment Accounting. The intention of ASU 2018-07 is to expand the scope of Topic 718 to include share-based payment transactions in exchange for goods and services from nonemployees. These share-based payments will now be measured at grant-date fair value of the equity instrument issued. Upon adoption, only liability-classified awards that have not been settled and equity-classified awards for which a measurement date has not been established should be remeasured through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Topic 718 is effective for fiscal years beginning after December 15, 2018 and is applied retrospectively. The Company adopted the provisions of this guidance on January 1, 2019 and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220), Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, Topic 220. The amendments in this Update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act (H.R.1) (the Act). Consequently, the amendments eliminate the stranded tax effects resulting from the Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this Update also require certain disclosures about stranded tax effects. Topic 220 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018. The Company adopted the provisions of this guidance on January 1, 2019 and the adoption of this standard did not have a material impact on the Company’s condensed consolidated financial statements.
In July 2017, the FASB issued ASU No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception. Topic 260 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted classified as liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, such as warrants, an entity will treat the value of the effect of the down round, when triggered, as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. The guidance in Topic 260 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, and the guidance is to be applied using a full or modified retrospective approach. The Company adopted Topic 260, Topic 480 and Topic 815 effective January 1, 2019 and determined that it’s 2018 warrants were to no longer be classified as a derivative, as a result of the adoption and subsequent change in classification of the 2018 warrants, the company reclassed approximately $1,494,000 of warrant derivative liability to equity.
In February 2016, FASB established Topic 842, Leases, by issuing ASU No. 2016-02, Leases (Topic 842) which required lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; ASU No. 2018-11, Targeted Improvements; ASU No. 2018-20, Narrow-Scope Improvements for Lessors; and ASU 2019-01, Codification Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. The amendments were adopted by the Company on January 1, 2019. A modified retrospective transition approach is required, applying the standard to all leases existing at the date of initial application. The Company elects to use its effective date as its date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. The new standard provides a number of optional practical expedients in transition. The Company elected the “package of practical expedients”, which permits the Company not to reassess under the new standard prior conclusions about lease identification, lease classification and initial direction costs. In addition, the Company elected the practical expedient to use hindsight when determining lease terms. The practicable expedient pertaining to land easement is not applicable to the Company. The Company continues to assess all of the effects of adoption, with the most significant effect relating to the recognition of new ROU assets and lease liabilities on the Company’s balance sheet for real estate operating leases. The Company adopted the provisions of this guidance on January 1, 2019 and accordingly recognized additional operating liabilities of approximately $5,509,000 with corresponding ROU assets of the same amount based on the present value of the remaining minimum rental payments under current leasing standards for existing operating leases.
Following the expiration of the Company’s Emerging Growth Company filing status (“EGC”) on December 31, 2018 the Company adopted the following accounting pronouncements effective January 1, 2018.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), to supersede nearly all existing revenue recognition guidance under GAAP. Topic 606 also requires new qualitative and quantitative disclosures, including disaggregation of revenues and descriptions of performance obligations. The Company adopted the provision of this guidance using the modified retrospective approach. The Company has performed an assessment of its revenue contracts as well as worked with industry participants on matters of interpretation and application and has not identified any material changes to the timing or amount of its revenue recognition under Topic 606. The Company’s accounting policies did not change materially as a result of applying the principles of revenue recognition from Topic 606 and are largely consistent with existing guidance and current practices applied by the Company. (See Note 3, below.)
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Basic and Diluted Net Loss Per Share (Tables) |
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Earnings Per Share [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Loss per share |
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Balance Sheet Account Details (Tables) |
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Inventories |
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Leases |
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Lease cost |
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Annual scheduled lease payments |
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Weighted-average remaining lease term and weighted-average discount rate |
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Disaggregation of revenue |
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Acquisitions and Business Combinations (Tables) |
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Assets acquired and liabilities assumed |
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Intangible Assets and Goodwill (Tables) |
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Intangible assets |
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Goodwill |
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Convertible Notes Payable (Tables) |
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Notes Payable [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Convertible note oustanding |
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Derivative Liability (Tables) |
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Derivative Liability [Abstract] | ||||||||||||||||
Monte Carlo fair value of warrants |
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Fair Value of Financial Instruments (Tables) |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair value measurement within the three levels of value hierarchy |
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Private Placements measured at fair value using Level 3 inputs |
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Stockholders' Equity (Tables) |
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Warrant activity |
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Summary of plan options |
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Restricted stock unit activity |
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Segment and Geographical Information (Tables) |
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Segment information revenue |
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Segment information assets |
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Segment information geographical |
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Basis of Presentation and Description of Business (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
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Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
Dec. 31, 2018 |
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Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net loss | $ (47) | $ (614) | $ (12,307) | $ (2,922) | |
Net cash used in operating activities | (5,381) | (1,676) | |||
Purchases from related party | 103 | $ 63 | 111 | $ 117 | |
Deferred revenues | $ 2,260 | $ 2,260 | $ 2,312 |
Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
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Loss per Share - Basic | ||||
Numerator for basic loss per share | $ (75) | $ (656) | $ (12,349) | $ (2,967) |
Denominator for basic loss per share | 29,133,150 | 21,506,833 | 28,359,660 | 20,630,383 |
Loss per common share - basic | $ (0.00) | $ (0.03) | $ (.44) | $ (0.14) |
Loss per Share - Diluted | ||||
Numerator for basic loss per share | $ (75) | $ (656) | $ (12,349) | $ (2,967) |
Adjust: Fair value of dilutive warrants outstanding | (357) | 0 | (1,478,000) | 0 |
Numerator for dilutive loss per share | $ (432) | $ (656) | $ (13,827) | $ (2,967) |
Denominator for diluted loss per share | 129,133,150 | 21,506,833 | 28,359,660 | 20,630,383 |
Plus: Incremental shares underlying "in the money" warrants outstanding | 224,197 | 0 | 340,635 | 0 |
Denominator for diluted loss per share | 29,357,347 | 21,506,833 | 28,700,295 | 20,630,383 |
Loss per common share - diluted | $ (.02) | $ (0.03) | $ (.48) | $ (0.14) |
Balance Sheet Account Details (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
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Balance Sheet Related Disclosures [Abstract] | ||
Finished goods | $ 12,602 | $ 11,300 |
Raw materials | 14,622 | 12,744 |
Total inventory | 27,224 | 24,044 |
Reserve for excess and obsolete inventory | (2,427) | (2,268) |
Total inventory, net | $ 24,797 | $ 21,776 |
Balance Sheet Account Details (Details 1) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
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ASSETS: | ||
Operating lease right-of-use assets | $ 5,481 | $ 0 |
Finance lease right-of-use assets | 1,283 | |
Total lease assets | 6,764 | |
LIABILITIES: | ||
Operating lease liabilities | 772 | 0 |
Finance lease liabilities | 1,103 | 1,168 |
Operating lease liabilities | 4,708 | 0 |
Finance lease liabilities | 778 | $ 1,107 |
Total lease liabilities | $ 7,361 |
Balance Sheet Account Details (Details 2) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Balance Sheet Related Disclosures [Abstract] | ||||
Operating lease cost | $ 271 | $ 0 | $ 542 | $ 0 |
Finance lease cost | 94 | 0 | 190 | 0 |
Interest on lease liabilities | 34 | 0 | 7 | 0 |
Net lease cost | $ 399 | $ 0 | $ 803 | $ 0 |
Balance Sheet Account Details (Details 3) $ in Thousands |
Jun. 30, 2019
USD ($)
|
---|---|
Total finance lease liability | $ 7,361 |
Operating Leases | |
2019 | 1,055 |
2020 | 764 |
2021 | 657 |
2022 | 391 |
2023 | 628 |
Thereafter | 3,490 |
Total payments | 6,985 |
Less: imputed interest | 1,505 |
Total finance lease liability | 5,480 |
Finance Leases | |
2019 | 1,213 |
2020 | 699 |
2021 | 95 |
2022 | 15 |
2023 | 9 |
Thereafter | 8 |
Total payments | 2,039 |
Less: imputed interest | 158 |
Total finance lease liability | $ 1,881 |
Balance Sheet Account Details (Details 4) |
Jun. 30, 2019 |
---|---|
Balance Sheet Related Disclosures [Abstract] | |
Weighted-average remaining lease term (years), operating leases | 5 years 7 months 6 days |
Weighted-average remaining lease term (years), finance leases | 1 year 11 months 23 days |
Weighted-average discount rate, operating leases | 5.50% |
Weighted-average discount rate, finance leases | 9.00% |
Balance Sheet Account Details (Details 5) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Revenues | $ 53,687 | $ 44,255 | $ 109,987 | $ 87,249 |
Direct Selling [Member] | ||||
Revenues | 32,124 | 36,846 | 65,544 | 72,157 |
Commercial Coffee - coffee roaster [Member] | ||||
Revenues | 3,289 | 2,882 | 6,069 | 9,512 |
Commercial Coffee - green coffee [Member] | ||||
Revenues | 18,000 | 4,527 | 38,033 | 5,580 |
Commercial Hemp [Member] | ||||
Revenues | $ 274 | $ 0 | $ 341 | $ 0 |
Acquisitions and Business Combinations (Details) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2019
USD ($)
| |
Business Combinations [Abstract] | |
Cash consideration at closing | $ 1,894 |
Estimated fair value of common stock issued and earn-out | 12,649 |
Total purchase price | 14,543 |
Current assets | 211 |
Inventory | 1,264 |
Property, plant and equipment | 2,260 |
Trademarks and trade name | 1,876 |
Customer-related intangible | 5,629 |
Non-compete intangible | 956 |
Goodwill | 4,353 |
Current liabilities | (1,913) |
Notes payable | (518) |
Net assets acquired | $ 14,118 |
Acquisitions and Business Combinations (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Business Combinations [Abstract] | ||||
Fair value at date of acquisition | $ 14,543 | |||
Revenue | $ 53,687 | $ 44,255 | $ 109,987 | $ 87,249 |
Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Distributor organizations [Member] | ||
Cost | $ 14,559 | $ 14,559 |
Accumulated amortization | 10,010 | 9,575 |
Net | 4,549 | 4,984 |
Trademarks and trade names [Member] | ||
Cost | 9,963 | 720 |
Accumulated amortization | 2,209 | 558 |
Net | 7,754 | 162 |
Customer relationships [Member] | ||
Cost | 16,028 | 10,398 |
Accumulated amortization | 6,068 | 5,723 |
Net | 9,960 | 4,675 |
Internally developed software [Member] | ||
Cost | 720 | 7,337 |
Accumulated amortization | 607 | 1,781 |
Net | 113 | 5,556 |
Non-compete agreement [Member] | ||
Cost | 956 | 0 |
Accumulated amortization | 0 | 0 |
Net | 956 | 0 |
Intangible assets [Member] | ||
Cost | 42,226 | 33,014 |
Accumulated amortization | 18,894 | 17,637 |
Net | $ 23,332 | $ 15,377 |
Intangible Assets and Goodwill (Details 1) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Goodwill | $ 10,676 | $ 6,323 |
Commercial Coffee [Member] | ||
Goodwill | 3,314 | 3,314 |
Direct Selling [Member] | ||
Goodwill | 3,009 | 3,009 |
Commercial Hemp [Member] | ||
Goodwill | $ 4,353 | $ 0 |
Intangible Assets and Goodwill (Details Narrative) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
Dec. 31, 2018 |
|
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization expense | $ 586 | $ 857 | $ 1,256 | $ 1,692 | |
Trademarks | 1,649 | 1,649 | $ 1,649 | ||
Goodwill balance | $ 10,676 | $ 10,676 | $ 6,323 |
Convertible Notes Payable (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Total convertible notes payable, net of debt discount | $ 2,358 | $ 0 |
Convertible notes payable, current | 3,074 | 647 |
Convertible Notes Payable 1 [Member] | ||
Convertible notes issued | 750 | 750 |
Net debt issuance costs | (35) | (103) |
Total convertible notes payable, net of debt discount | 716 | 647 |
Convertible Notes Payable 2 [Member] | ||
Convertible notes issued | 2,890 | 0 |
Net debt issuance costs | (532) | 0 |
Total convertible notes payable, net of debt discount | $ 2,358 | $ 0 |
Derivative Liability (Details) |
6 Months Ended | 12 Months Ended |
---|---|---|
Jun. 30, 2019 |
Dec. 31, 2018 |
|
Annual dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Stock price volatility | 100.40% | 83.78% |
Risk-free interest rate | 1.87% | 2.465% |
Expected life | 29 days | 6 months 29 days |
Maximum [Member] | ||
Stock price volatility | 106.80% | 136.76% |
Risk-free interest rate | 2.18% | 2.577% |
Expected life | 1 year 3 months 14 days | 2 years 9 months 4 days |
Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Liabilities: | ||
Contingent acquisition debt, current portion | $ 695 | $ 795 |
Contingent acquisition debt, less current portion | 6,898 | 7,466 |
Warrant derivative liability | 46,969 | 9,216 |
Embedded conversion option derivative | 12,562 | 17,477 |
Level 1 [Member] | ||
Liabilities: | ||
Contingent acquisition debt, current portion | 695 | 0 |
Contingent acquisition debt, less current portion | 6,898 | 0 |
Warrant derivative liability | 46,969 | 0 |
Embedded conversion option derivative | 12,562 | 0 |
Level 2 [Member] | ||
Liabilities: | ||
Contingent acquisition debt, current portion | 0 | 0 |
Contingent acquisition debt, less current portion | 0 | 0 |
Warrant derivative liability | 0 | 0 |
Embedded conversion option derivative | 0 | 0 |
Level 3 [Member] | ||
Liabilities: | ||
Contingent acquisition debt, current portion | 0 | 795 |
Contingent acquisition debt, less current portion | 0 | 7,466 |
Warrant derivative liability | 0 | 9,216 |
Embedded conversion option derivative | $ 0 | $ 17,477 |
Fair Value of Financial Instruments (Details 1) $ in Thousands |
6 Months Ended |
---|---|
Jun. 30, 2019
USD ($)
| |
Fair Value Disclosures [Abstract] | |
Warant derivative liability, beginning | $ 9,216 |
Issuance | 0 |
Adjustments to estimated fair value | (1,887) |
Adjustments related to warrant exercises | (866) |
Adjustment related to the modification of warrants (Note 7) | (1,494) |
Warant derivative liability, ending | 4,969 |
Contingent consideration, beginning | 8,261 |
Liabilities acquired | 0 |
Liabilities settled | (235) |
Adjustments to liabilities included in earnings | (433) |
Adjustment to purchase price | 0 |
Contingent consideration, ending | $ 7,593 |
Stockholders' Equity (Details) - Warrant [Member] |
6 Months Ended |
---|---|
Jun. 30, 2019
shares
| |
Outstanding, beginning of period | 5,876,980 |
Issued | 1,315,000 |
Expired / cancelled | 0 |
Exercised | (288,106) |
Outstanding, end of period | 6,903,874 |
Exercisable | 6,556,999 |
Stockholders' Equity (Details 2) - Restricted Stock Units [Member] |
6 Months Ended |
---|---|
Jun. 30, 2019
shares
| |
Outstanding, beginning of period | 475,000 |
Issued | 0 |
Cancelled | (50,000) |
Outstanding, end of period | 425,000 |
Stockholders' Equity (Details Narrative) - shares |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Common Stock, shares outstanding | 29,316,445 | 25,760,708 |
Series A Preferred Stock [Member] | ||
Convertible Preferred Stock, shares outstanding | 161,135 | 161,135 |
Series B Preferred Stock [Member] | ||
Convertible Preferred Stock, shares outstanding | 129,437 | 129,437 |
Segment and Geographical Information (Details) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Revenues | $ 53,687 | $ 44,255 | $ 109,987 | $ 87,249 |
Gross profit | 25,922 | 25,382 | 52,771 | 50,394 |
Operating income (loss) | 388 | 653 | (11,553) | 677 |
Net (loss) income | (47) | (614) | (12,307) | (2,922) |
Capital expenditures | 1,005 | 79 | 4,977 | 845 |
Direct Selling [Member] | ||||
Revenues | 32,124 | 36,846 | 65,544 | 72,157 |
Gross profit | 22,240 | 25,087 | 44,995 | 49,822 |
Operating income (loss) | (818) | 1,376 | (13,126) | 2,157 |
Net (loss) income | (1,250) | 723 | (14,627) | 132 |
Capital expenditures | 63 | 28 | 80 | 115 |
Commercial Coffee [Member] | ||||
Revenues | 21,289 | 7,409 | 44,102 | 15,092 |
Gross profit | 3,731 | 295 | 7,798 | 572 |
Operating income (loss) | 2,117 | (723) | 3,001 | (1,480) |
Net (loss) income | 2,148 | (1,337) | 3,781 | (3,054) |
Capital expenditures | 843 | 51 | 3,415 | 730 |
Commercial Hemp [Member] | ||||
Revenues | 274 | 0 | 341 | 0 |
Gross profit | (49) | 0 | (22) | 0 |
Operating income (loss) | (911) | 0 | (1,428) | 0 |
Net (loss) income | (945) | 0 | (1,461) | 0 |
Capital expenditures | $ 99 | $ 0 | $ 1,482 | $ 0 |
Segment and Geographical Information (Details 1) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
Total assets | $ 136,524 | $ 75,973 |
Direct Selling [Member] | ||
Total assets | 40,315 | 38,947 |
Commercial Coffee [Member] | ||
Total assets | 74,113 | 37,026 |
Commercial Hemp [Member] | ||
Total assets | $ 21,096 | $ 0 |
Segment and Geographical Information (Details 2) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2019 |
Jun. 30, 2018 |
Jun. 30, 2019 |
Jun. 30, 2018 |
|
Total revenues | $ 53,687 | $ 44,255 | $ 109,987 | $ 87,249 |
United States [Member] | ||||
Total revenues | 48,105 | 37,980 | 98,995 | 75,373 |
International [Member] | ||||
Total revenues | $ 5,582 | $ 6,275 | $ 10,992 | $ 11,876 |
Segment and Geographical Information (Details Narrative) - USD ($) $ in Thousands |
Jun. 30, 2019 |
Dec. 31, 2018 |
---|---|---|
International [Member] | ||
Tangible assets | $ 8,000 | $ 6,200 |
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