Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 11, 2020 | |
Document Information Line Items | ||
Entity Registrant Name | Celsius Holdings, Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 71,651,556 | |
Amendment Flag | false | |
Entity Central Index Key | 0001341766 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity File Number | 001-34611 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | [1] |
Current assets: | |||
Cash | $ 52,158,098 | $ 23,090,682 | |
Accounts receivable-net (note 2) | 16,561,371 | 7,774,618 | |
Note receivable-current (note 6) | 1,810,773 | 1,181,116 | |
Inventories-net (note 4) | 15,679,192 | 15,292,349 | |
Prepaid expenses and other current assets (note 5) | 4,731,887 | 4,170,136 | |
Total current assets | 90,941,321 | 51,508,901 | |
Notes Receivable (note 6) | 9,053,866 | 10,630,040 | |
Property and equipment-net (note 8) | 467,380 | 132,889 | |
Right of use assets | 415,595 | 809,466 | |
Long term security deposits | 60,875 | 104,134 | |
Intangibles (note 9) | 16,740,838 | 17,173,000 | |
Goodwill (note 9) | 10,419,321 | 10,023,806 | |
Total Assets | 128,099,196 | 90,382,236 | |
Current liabilities: | |||
Accounts payable and accrued expenses (note 11) | 18,117,611 | 17,292,647 | |
Lease liability obligation (note 7) | 397,931 | 649,074 | |
Bonds payable-net (note 13) | 9,540,007 | 8,634,279 | |
Other current liabilities (note 12) | 716,678 | 107,399 | |
Total current liabilities | 28,772,227 | 26,683,399 | |
Long-term liabilities: | |||
Lease liability obligation (note 7) | 124,978 | 239,848 | |
Total Liabilities | 28,897,205 | 26,923,247 | |
Commitments and contingences (note 17) | |||
Stockholders’ Equity: | |||
Common stock, $0.001 par value; 100,000,000 shares authorized, 71,651,556 and 68,941,311 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively (note 15) | 71,652 | 68,942 | |
Additional paid-in capital | 156,548,446 | 127,552,998 | |
Accumulated other comprehensive loss | (866,664) | (753,520) | |
Accumulated deficit | (56,551,443) | (63,409,431) | |
Total Stockholders' Equity | 99,201,991 | 63,458,989 | |
Total Liabilities and Stockholders' Equity | $ 128,099,196 | $ 90,382,236 | |
[1] | Derived from Audited Consolidated Financial Statements |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized | 100,000,000 | 100,000,000 |
Common stock, issued | 71,651,556 | 68,941,311 |
Common stock share outstanding | 71,651,556 | 68,941,311 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Income Statement [Abstract] | |||||
Revenue (note 3) | $ 36,839,149 | $ 20,423,847 | $ 95,061,265 | $ 51,031,426 | |
Cost of revenue (note 2) | 19,305,416 | 11,801,478 | 51,512,534 | 29,821,968 | |
Gross profit | 17,533,733 | 8,622,369 | 43,548,731 | 21,209,458 | |
Selling and marketing expenses | 8,267,996 | 4,923,968 | 23,640,914 | 14,086,910 | |
General and administrative expenses | 4,557,438 | 2,194,530 | 12,460,009 | 7,249,378 | |
Total operating expenses | 12,825,434 | 7,118,498 | 36,100,923 | 21,336,288 | |
Income/(loss) from operations | 4,708,299 | 1,503,871 | 7,447,808 | (126,830) | |
Interest income on note receivable (note 6) | 78,690 | 96,300 | 268,709 | 288,070 | |
Interest on notes | (105,385) | (348,493) | |||
Interest expense on bonds | (144,021) | (391,458) | |||
Interest on other obligations | (3,419) | (3,393) | (13,400) | (12,041) | |
Amortization of discount on notes payable | (528,463) | (707,285) | |||
Amortization of discount on bonds payable | (178,649) | (506,100) | |||
Amortization of intangibles | (145,277) | (429,307) | |||
Amortization of financial leases | (49,713) | (289,277) | |||
Other miscellaneous income/(expense) | (62,817) | (27,614) | |||
Gain on lease cancellations | 152,112 | ||||
Realized foreign exchange gain/(loss) | 142,917 | 262,022 | |||
Gain/(loss) on investment repayment-China (Note Receivable Note 6) | 407,593 | (1,888) | 384,493 | 12,050,921 | |
Total other income (expense) | 45,304 | (542,829) | (589,820) | 11,271,172 | |
Net Income | 4,753,603 | 961,042 | 6,857,988 | 11,144,342 | |
Other comprehensive income/(loss): | |||||
Unrealized foreign currency translation income/(losses). | 110,027 | (55,303) | (113,144) | (71,793) | |
Comprehensive Income | $ 4,863,630 | $ 905,739 | $ 6,744,844 | $ 11,072,549 | |
Income per share: | |||||
Basic (in Dollars per share) | $ 0.07 | $ 0.02 | $ 0.10 | $ 0.19 | |
Diluted (in Dollars per share) | $ 0.06 | $ 0.03 | $ 0.09 | $ 0.20 | |
Weighted average shares outstanding: | |||||
Basic (in Shares) | 70,473,351 | 59,307,404 | 70,184,071 | 58,023,685 | |
Diluted (in Shares) | [1] | 74,848,239 | 62,532,510 | 73,524,209 | 62,050,032 |
[1] | Please refer to Earnings Per Share section for further details |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) | Common Stock | Additional Paid-In Capital | Accumulated Other- Comprehensive Income (Loss) | Accumulated Deficit | Preferred Stock | Total | |
Balance at Dec. 31, 2018 | $ 57,003 | $ 85,153,667 | $ (26,997) | $ (73,380,691) | $ 11,802,982 | ||
Balance (in Shares) at Dec. 31, 2018 | 57,002,508 | ||||||
Stock option expense | 1,358,503 | 1,358,503 | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless | $ 115 | (115) | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless (in Shares) | 115,107 | ||||||
Issuance of common stock pursuant to exercise of stock options-Cash | $ 80 | 24,680 | 24,760 | ||||
Issuance of common stock pursuant to exercise of stock options-Cash (in Shares) | 80,750 | ||||||
Beneficial Conversion Feature on Convertible Instruments | 166,667 | 166,667 | |||||
Foreign currency translation loss | 260,665 | 260,665 | |||||
Net Income | 11,656,594 | 11,656,594 | |||||
Balance at Mar. 31, 2019 | $ 57,198 | 86,703,402 | 233,668 | (61,724,097) | 25,270,171 | ||
Balance (in Shares) at Mar. 31, 2019 | 57,198,365 | ||||||
Balance at Dec. 31, 2018 | $ 57,003 | 85,153,667 | (26,997) | (73,380,691) | 11,802,982 | ||
Balance (in Shares) at Dec. 31, 2018 | 57,002,508 | ||||||
Issuance of common stock-Private Placement | 26,955,437 | ||||||
Net Income | 11,144,342 | ||||||
Balance at Sep. 30, 2019 | $ 68,876 | 126,075,609 | (571,120) | (62,236,350) | 63,337,015 | ||
Balance (in Shares) at Sep. 30, 2019 | 68,875,257 | ||||||
Balance at Mar. 31, 2019 | $ 57,198 | 86,703,402 | 233,668 | (61,724,097) | 25,270,171 | ||
Balance (in Shares) at Mar. 31, 2019 | 57,198,365 | ||||||
Stock option expense | 1,095,792 | 1,095,792 | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless | $ 80 | (80) | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless (in Shares) | 79,488 | ||||||
Issuance of common stock pursuant to exercise of stock options-Cash | $ 93 | 122,574 | 122,667 | ||||
Issuance of common stock pursuant to exercise of stock options-Cash (in Shares) | 93,334 | ||||||
Foreign currency translation loss | (256,974) | (256,974) | |||||
Net Income | (1,473,295) | (1,473,295) | |||||
Balance at Jun. 30, 2019 | $ 57,371 | 87,921,688 | (23,306) | (63,197,392) | 24,758,361 | ||
Balance (in Shares) at Jun. 30, 2019 | 57,371,187 | ||||||
Stock option expense | 900,000 | 900,000 | |||||
Issuance of common stock-Capital Raise | $ 7,986 | 26,947,451 | 26,955,437 | ||||
Issuance of common stock-Capital Raise (in Shares) | 7,986,110 | ||||||
Issuance of common stock-Notes Payable Conversion | $ 3,197 | 10,230,136 | 10,233,333 | ||||
Issuance of common stock-Notes Payable Conversion (in Shares) | 3,196,460 | ||||||
Issuance of common stock pursuant to exercise of stock options-Cashless | $ 250 | (250) | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless (in Shares) | 250,000 | ||||||
Issuance of common stock pursuant to exercise of stock options-Cash | $ 72 | 76,584 | 76,656 | ||||
Issuance of common stock pursuant to exercise of stock options-Cash (in Shares) | 71,500 | ||||||
Foreign currency translation loss | (547,814) | (547,814) | |||||
Net Income | 961,042 | 961,042 | |||||
Balance at Sep. 30, 2019 | $ 68,876 | 126,075,609 | (571,120) | (62,236,350) | 63,337,015 | ||
Balance (in Shares) at Sep. 30, 2019 | 68,875,257 | ||||||
Balance at Dec. 31, 2019 | $ 68,942 | 127,552,998 | (753,520) | (63,409,431) | 63,458,989 | [1] | |
Balance (in Shares) at Dec. 31, 2019 | 68,941,311 | ||||||
Stock option expense | 1,400,000 | 1,400,000 | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless | $ 204 | (204) | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless (in Shares) | 204,028 | ||||||
Issuance of common stock pursuant to exercise of stock options-Cash | $ 134 | 215,213 | 215,347 | ||||
Issuance of common stock pursuant to exercise of stock options-Cash (in Shares) | 133,921 | ||||||
Foreign currency translation loss | (114,490) | (114,490) | |||||
Net Income | 546,051 | 546,051 | |||||
Balance at Mar. 31, 2020 | $ 69,280 | 129,168,007 | (868,010) | (62,863,380) | 65,505,897 | ||
Balance (in Shares) at Mar. 31, 2020 | 69,279,260 | ||||||
Balance at Dec. 31, 2019 | $ 68,942 | 127,552,998 | (753,520) | (63,409,431) | 63,458,989 | [1] | |
Balance (in Shares) at Dec. 31, 2019 | 68,941,311 | ||||||
Issuance of common stock-Private Placement | 21,983,116 | ||||||
Net Income | 6,857,988 | ||||||
Balance at Sep. 30, 2020 | $ 71,652 | 156,548,446 | (866,664) | (56,551,443) | 99,201,991 | ||
Balance (in Shares) at Sep. 30, 2020 | 71,651,556 | ||||||
Balance at Mar. 31, 2020 | $ 69,280 | 129,168,007 | (868,010) | (62,863,380) | 65,505,897 | ||
Balance (in Shares) at Mar. 31, 2020 | 69,279,260 | ||||||
Stock option expense | 1,174,999 | 1,174,999 | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless | $ 106 | (106) | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless (in Shares) | 106,327 | ||||||
Issuance of common stock pursuant to exercise of stock options-Cash | $ 177 | 489,140 | 489,317 | ||||
Issuance of common stock pursuant to exercise of stock options-Cash (in Shares) | 176,914 | ||||||
Foreign currency translation loss | (108,681) | (108,681) | |||||
Net Income | 1,558,334 | 1,558,334 | |||||
Balance at Jun. 30, 2020 | $ 69,563 | 130,832,040 | (976,691) | (61,305,046) | 68,619,866 | ||
Balance (in Shares) at Jun. 30, 2020 | 69,562,501 | ||||||
Stock option expense | 2,143,700 | 2,143,700 | |||||
Issuance of common stock-Private Placement | $ 1,438 | 21,981,678 | 21,983,116 | ||||
Issuance of common stock-Private Placement (in Shares) | 1,437,909 | ||||||
Issuance of common stock pursuant to exercise of stock options-Cashless | $ 86 | (86) | |||||
Issuance of common stock pursuant to exercise of stock options-Cashless (in Shares) | 86,405 | ||||||
Issuance of common stock pursuant to exercise of stock options-Cash | $ 565 | 1,591,114 | 1,591,679 | ||||
Issuance of common stock pursuant to exercise of stock options-Cash (in Shares) | 564,741 | ||||||
Foreign currency translation loss | 110,027 | 110,027 | |||||
Net Income | 4,753,603 | 4,753,603 | |||||
Balance at Sep. 30, 2020 | $ 71,652 | $ 156,548,446 | $ (866,664) | $ (56,551,443) | $ 99,201,991 | ||
Balance (in Shares) at Sep. 30, 2020 | 71,651,556 | ||||||
[1] | Derived from Audited Consolidated Financial Statements |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Net income | $ 6,857,988 | $ 11,144,342 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation | 82,180 | 48.289 |
Amortization | 1,224,684 | 713,360 |
Bad debt allowance | 244,685 | 62,678 |
Inventory excess and obsolescence allowance | 211,822 | 300,143 |
Stock-based compensation expense | 4,718,699 | 3,354,295 |
Gain on China transaction | (384,493) | (12,050,921) |
Gain on lease cancellations | (152,112) | |
Changes in operating assets and liabilities: | ||
Accounts receivable-net | (9,031,438) | (4,405,426) |
Inventory | (598,665) | 2,136,895 |
Prepaid expenses and other current assets | (561,752) | (2,087,991) |
Accounts payable and accrued expenses | 824,964 | (27,338) |
Deposits/deferred revenue and other current liabilities | 257,023 | (252,302) |
Change in Right to Use and Lease Obligation-net | 149,925 | 97,512 |
Net cash provided/(used) in operating activities | 3,843,510 | (966,464) |
Cash flows from investing activities: | ||
Proceeds from note receivable | 1,331,011 | |
Purchase of property and equipment | (416,671) | (55,321) |
Cash paid to escrow for acquisition | (14,849,999) | |
Net cash provided/(used) in investing activities | 914,340 | (14,905,320) |
Cash flows from financing activities: | ||
Proceeds from notes payable-related-party, net | 1,500,000 | |
Principal payments financial lease obligations | (259,231) | |
Proceeds from exercise of stock options | 2,296,343 | 224,083 |
Net Proceeds from Sale of Common Stock | 21,983,116 | 26,955,437 |
Net cash provided by financing activities | 24,020,228 | 28,679,520 |
Effect on exchange rate changes on cash and cash equivalents | 289,338 | (19,026) |
Net increase in cash and cash equivalents | 29,067,416 | 12,788,710 |
Cash and cash equivalents at beginning of the period | 23,090,682 | 7,743,181 |
Cash and cash equivalents at end of the period | 52,158,098 | 20,531,891 |
Cash paid during period for: | ||
Interest | 299,394 | 131,528 |
Non-cash investing and financing activities: | ||
Debt Conversion and Related Accrued Expenses | 10,233,333 | |
European Acquisition Adjustment: | ||
Goodwill | 395,515 | |
Other liabilities | $ (395,515) |
Organization and Description of
Organization and Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND DESCRIPTION OF BUSINESS | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business Company Celsius Holdings On February 7, 2018, the Company established Celsius Asia Holdings Limited a Hong Kong corporation as a wholly-owned subsidiary of the Company. On February 7, 2018 Celsius China Holdings Limited a Hong Kong corporation became a wholly-owned subsidiary of Celsius Asia Holdings Limited and on May 9, 2018, Celsius Asia Holdings Limited established Celsius (Beijing) Beverage Limited, a China corporation as a wholly-owned subsidiary of Celsius Asia Holdings Limited. On October 25, 2019, the Company acquired 100% of Func Food Group, Oyj (“ Func Food The Company is engaged in the development, marketing, sale and distribution of “ functional |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation – US GAAP Significant Estimates Reclassification of Prior Year Presentation – Segment Reporting Disclosed About Segments of an Enterprise and Related Information.) Our chief operating decision-maker is considered to be our Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The financial information reviewed by the CEO is identical to the information presented in the accompanying consolidated statement of operations. Therefore, the Company has determined that it operates in a single operating segment. For the nine months ended September 30, 2020 and 2019 all material assets and revenues of the Company were in the United States except as disclosed in Note 3. Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2020, the Company had approximately $51.9 million in excess of the Federal Deposit Insurance Corporation limit. For the nine months ended September 30, 2020 and 2019, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2020 2019 A* 16.6 % 12.9 % B* - 13.9 % All other 83.4 % 73.2 % Total 100.0 % 100.0 % * Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, for further details. All other revenues were mainly derived from customers in the United States. At September 30, 2020 and December 31, 2019, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2020 2019 A** 19.9 % 19.2 % All other 80.1 % 80.8 % Total 100.0 % 100.0 % ** Receivables from customer A are obtained from a customer located in the United States. Cash Equivalents Accounts Receivable Inventories Property and Equipment Impairment of Long-Lived Assets Goodwill Revenue Recognition Revenue is derived from the sale of beverages. The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Any discounts, slotting fees, sales incentives or similar arrangements with the customer are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue. Customer Advances Advertising Costs Research and Development Foreign Currency Translation — Chinese-Yuan Norwegian-Krone Swedish-Krona Finland-Euro Fair Value of Financial Instruments Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at September 30, 2020 and December 31, 2019. Income Taxes — Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, Earnings per Share For the three months ended For the nine months ended 2020 2019 2020 2019 Net income available to common stockholders $ 4,753,603 $ 961,042 $ 6,857,988 $ 11,144,342 Adjustments for diluted earnings Interest expense on convertible notes - 105,385 - 348,493 Amortization of discount on notes payable - 528,464 - 707,286 Diluted net income (loss) available to common stockholders $ 4,753,603 $ 1,594,891 $ 6,857,988 $ 12,200,121 Income per share: Basic $ 0.07 $ 0.02 $ 0.10 $ 0.19 Diluted $ 0.06 $ 0.03 $ 0.09 $ 0.20 Weighted average shares outstanding: Basic 70,473,351 59,307,404 70,184,071 58,023,685 Diluted 74,848,239 62,532,510 73,524,209 62,050,032 Share-Based Payments Cost of Sales Operating Expenses Shipping and Handling Costs Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. Adoption of this ASU did not have a material effect on our consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. Adoption of this ASU did not have a material effect on our consolidated financial statements. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements. Liquidity If our sales volumes do not meet our projections, expenses exceed our expectations, our plans change, we may be unable to generate enough cash flow from operations to cover our working capital requirements. In such case, we may be required to adjust our business plan, by reducing marketing, lower our working capital requirements and reduce other expenses or seek additional financing. Furthermore, our business and results of operations may be adversely affected by changes in the global macro-economic environment related to the pandemic and public health crises related to the COVID-19 outbreak. Please refer to the Item 1.A. Risk Factors, for further details regarding this situation. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue [Abstract] | |
REVENUE | 3. REVENUE The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Sales taxes and other similar taxes are excluded from revenue. Information about the Company’s net sales by geographical location for the nine months ended September 30, 2020 and 2019 are as follows: For the nine months ended September 30, September 30, 2020 2019 North America $ 67,083,888 $ 42,607,433 Europe 26,799,756 7,635,845 Asia 868,915 629,028 Other 308,706 159,120 Net sales $ 95,061,265 $ 51,031,426 License Agreement In January 2019, the Company entered into a license and repayment of investment agreement with Qifeng Food Technology (Beijing) Co., Ltd (“Qifeng”). Under the agreement, Qifeng was granted the exclusive license rights to manufacture, market and commercialize Celsius branded products in China. The term of the agreement is 50 years, with annual royalty fees due from Qifeng after the end of each calendar year. The royalty fees are based on a percentage of Qifeng’s sales of Celsius branded products; however, the fees are fixed for the first five years of the agreement, totaling approximately $6.6 million, and then are subject to annual guaranteed minimums over the remaining term of the agreement. Under the agreement, the Company grants Qifeng exclusive license rights and provides ongoing support in product development, brand promotion and technical expertise. The ongoing support is integral to the exclusive license rights and, as such, both of these represent a combined, single performance obligation. The transaction price consists of the guaranteed minimums and the variable royalty fees, all of which are allocated to the single performance obligation. The Company recognizes revenue from the agreement over time because the customer simultaneously receives and consumes the benefits from the services. The Company uses the passage of time to measure progress towards satisfying its performance obligation because its efforts in providing the exclusive license rights and ongoing support occur on a generally even basis throughout the year. Total revenue recognized under the agreement was approximately $570,000 for the nine months ended September 30, 2020 and is reflected in the Company’s Asia reporting segment which was determined by the minimum royalties due during first year, as per the licensing agreement. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | 4. INVENTORIES Inventories consist of the following at: September 30, December 31, 2020 2019 Finished goods $ 12,056,353 $ 12,990,044 Raw Materials 4,700,209 3,167,853 Less: Inventory allowance for excess and obsolete products (1,077,370 ) (865,548 ) Inventories $ 15,679,192 $ 15,292,349 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2020 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets total $4.7 million and $4.2 million at September 30, 2020 and December 31, 2019, respectively, consist mainly of prepaid advertising, prepaid insurance, prepaid slotting fees and net deposits on purchases. |
Note Receivable
Note Receivable | 9 Months Ended |
Sep. 30, 2020 | |
Note Receivable [Abstract] | |
NOTE RECEIVABLE | 6. NOTE RECEIVABLE Note receivable consists of the following at: September 30, December 31, 2020 2019 Note Receivable-current $ 1,810,773 $ 1,181,116 Note Receivable-non-current 9,053,866 10,630,040 Total Note Receivable $ 10,864,639 $ 11,811,156 On January 1, 2019, the Company entered into a license and repayment of investment agreement with Qifeng Food Technology (Beijing) Co., Ltd (“Qifeng”). Under the agreement, Qifeng will repay the market investment Celsius has made into China to date, over a five-year period, under an unsecured, interest-bearing note receivable (“Note”). The initial outstanding principal under the Note was approximately $12.2 million which is denominated in Chinese Renminbi (CNY) and was recorded as Other Income on the Consolidated Statements of Operations. The amount recognized considered the net of the balances of the accounts receivable, accounts payable and accrued expenses, as well as the marketing investments that were performed in the China market. Scheduled principal payments plus accrued interest are due annually on March 31 of each year starting in 2020. The Note is recorded at amortized cost basis and accrues interest at a rate per annum equal to the weighted average of 5% of the outstanding principal up to $5 million and 2% of the outstanding principal above $5 million. On September 12, 2020, it was agreed to fix the interest rate at 3.21% which reflected the weighted average interest rate for the 5-year period of the Note. For the nine months ended September 30, 2020, interest income was approximately $270,000. The Company assesses the Note for impairment periodically by evaluating whether it is probable that the Company will be unable to collect all the contractual interest and principal payments as scheduled in the Note agreement, based on historical experience about Qifeng’s ability to pay, the current economic environment and other factors. If the Note is determined to be impaired, the impairment is measured based on the present value of the expected future cash flows under the Note, discounted at the Note’s effective interest rate. At September 30, 2020, the Note was not deemed to be impaired. The first installment of the note and interest of RMB 10,848,193 as well as royalties in the amount of RMB 2,404,900 were due on March 31, 2020. We were requested to provide a 3-month consideration to delay payment until September 30, 2020, due to the impact of the health crisis in China. As of June 30, 2020, we received payment of the RMB 10,848,193. An additional extension of 3-months was requested regarding the payment of the RMB 2,404,900 pertaining to the royalties. As of September 30, 2020, we received payment in full of the royalties that were due. In order to grant the aforementioned considerations, a guarantee was obtained for the full amount of the royalties that were payable as of September 30, 2020, as well as the amounts that become due on March 31, 2021 pertaining to the Note, related interest and royalties. As collateral, we maintain a stock certificate in Celsius Holdings, Inc., which amount to 337,079 shares. The consideration and guarantee were provided and therefore the payments pertaining to the royalties, principal and interest are expected to be paid in full when they become due. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | 7. LEASES The Company’s leasing activities include an operating lease of its corporate office space from a related party (see Note 14) and several other operating and finance leases of vehicles and office space for the Company’s European operations. At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company’s assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. The Company allocates the consideration in the contract to each lease and non-lease component based on the component’s relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately. Leases are classified as either finance leases or operating leases based on criteria in Topic 842. The Company’s operating leases are generally comprised of real estate and vehicles, and the Company’s finance leases are generally comprised of vehicles. At lease commencement, the Company records a lease liability equal to the present value of the remaining lease payments, discounted using the rate implicit in the lease or, if that rate cannot be readily determined, the Company’s incremental borrowing rate. A corresponding right-of-use asset (“ROU asset”) is recorded, measured based on the initial measurement of the lease liability. ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating leases, consisting of lease payments, is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the shorter of the useful life of the asset or the lease term, and interest expense is calculated using the effective interest rate method. The following is a summary of lease cost recognized in the Company’s consolidated statements of operations: Three months ended Three months ended September 30, September 30, Operating Finance Operating Finance Leases Leases Leases Leases Lease cost in general and administrative expenses: Operating lease expense $ 104,380 $ - $ 38,760 $ - Amortization of finance lease ROU assets - 49,713 - - Total lease cost in general and administrative expenses 104,380 49,713 38,760 - Lease cost in other expense: Interest on finance lease liabilities - 21,530 - - Total lease cost in other expense - 21,530 - - Total lease cost $ 104,380 $ 71,243 $ 38,760 - Nine months ended Nine months ended September 30, September 30, Operating Finance Operating Finance Leases Leases Leases Leases Lease cost in general and administrative expenses: Operating lease expense $ 297,459 $ - $ 118,146 $ - Amortization of finance lease ROU assets - 289,277 - - Total lease cost in general and administrative expenses 297,459 289,277 118,146 - Lease cost in other expense: Interest on finance lease liabilities - 27,585 - - Total lease cost in other expense - 27,585 - - Total lease cost $ 297,459 $ 316,862 $ 118,146 - The following is a summary of the impact of the Company’s leases on the consolidated statements of cash flows: Nine months ended September 30, 2020 2019 Leasing activity in cash flows from operating activities: Operating leases (185,388 ) (112,071 ) Interest payments on finance lease liabilities (27,585 ) - Total leasing activity in cash flows from operating activities (212,973 ) (112,071 ) Leasing activity in cash flows from financing activities: Principal payments on finance lease liabilities (259,232 ) - Total leasing activity in cash flows from financing activities: (259,232 ) (74,714 ) The weighted-average remaining lease terms and weighted-average discount rates for operating and finance leases at September 30, 2020 and December 31, 2019 were as follows: September 30, December 31, 2020 2019 Weighted average remaining lease term (years) - operating leases 1.0 0.8 Weighted average remaining lease term (years) - finance leases 1.3 - Weighted average discount rate - operating leases 4.76 % 5.00 % Weighted average discount rate - finance leases 3.87 % - % The future annual minimum lease payments required under the Company’s leases as of September 30, 2020 are as follows: Operating Finance Future minimum lease payments Leases Leases Total 2020 $ 79,568 $ 80,485 $ 160,053 2021 148,984 126,958 275,942 2022 10,516 67,106 77,622 2023 - 23,162 23,162 Total future minimum lease payments 239,068 297,711 536,779 Less: Amount representing interest (5,612 ) (8,258 ) (13,870 ) Present value of lease liabilities 233,452 289,453 522,909 Less: current portion (205,427 ) (192,504 ) (397,931 ) Long-term portion $ 28,029 $ 96,949 $ 124,978 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2019 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | 8. PROPERTY AND EQUIPMENT Property and equipment consist of the following at: September 30, December 31, 2020 2019 Furniture, equipment and vehicles $ 946,221 $ 529,550 Less: accumulated depreciation (478,841 ) (396,661 ) Total $ 467,380 $ 132,889 Depreciation expense amounted to $82,180 and $48,289 for the nine months ended September 30, 2020 and 2019, respectively. |
Goodwill and Intangibles
Goodwill and Intangibles | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND INTANGIBLES | 9. GOODWILL AND INTANGIBLES Goodwill consists of approximately $10,419,000 resulting from the excess of the consideration paid and the fair value of net tangible and intangible assets acquired from the Func Food Acquisition (see Note 10). As detailed in Note 10 goodwill increased by $395,000. There was no further activity related to goodwill during the nine months ended September 30, 2020. Intangible assets consist of acquired customer relationships and brands from the Func Food Acquisition. The gross carrying amount and accumulated amortization of intangible assets were as follows as of September 30, 2020 and December 31, 2019: September 30, December 31, 2020 2019 Intangible assets subject to amortization Customer relationships gross carrying amount $ 14,047,671 $ 14,006,244 Less: accumulated amortization (473,589 ) - Total $ 13,574,082 $ 14,006,244 Intangible assets not subject to amortization Brands total carrying amount $ 3,166,756 $ 3,166,756 Total Intangibles $ 16,740,838 $ 17,173,000 Customer relationships are amortized over an estimated useful life of 25 years and brands have an indefinite life. Amortization expense for the nine months ended September 30, 2020 was $429,307. There was no amortization expense related to intangible assets for the nine months ended September 30, 2019. Other fluctuations in the amounts of intangible assets are due to currency translation adjustments. The following is the future estimated amortization expense related to customer relationships: As of September 30, 2020: 2020 $ 132,057 2021 560,378 2022 560,378 2023 560,378 2024 560,378 Thereafter 11,200,513 $ 13,574,082 |
Acquisition-European Operations
Acquisition-European Operations | 9 Months Ended |
Sep. 30, 2020 | |
Acquisitioneuropean Operations [Abstract] | |
ACQUISITION-EUROPEAN OPERATIONS | 10. ACQUISITION-EUROPEAN OPERATIONS The Company acquired 100% of Func Food Group, Oyj (“ Func Food Acquisition Func Food is a marketer and distributor of nutritional supplements, health food products, and beverages that support sport activities and healthy living and lifestyles in Finland, Sweden, and Norway. Func Food has been the Nordic distributor of Celsius products since 2015 and, as a result of the acquisition, the Company expects to further increase its Nordic market share by leveraging collaborations, revamping its marketing strategy and focusing on core products. It also expects to reduce costs through economies of scale. The Company recorded the acquisition in accordance with ASC-805, pertaining to business combinations. The following table summarizes the consideration paid for Func Food and the amounts of the assets acquired at fair market value and liabilities assumed recognized at the Acquisition date. Acquisition consideration Cash $ 14,188,056 Bonds payable 8,356,958 Settlement of pre-existing debt 4,515,687 Total consideration transferred 27,060,701 Assets acquired and liabilities assumed Accounts receivable $ 1,300,468 Inventories 2,161,067 Prepaid expenses and other current assets 331,774 Property and equipment 616 Right of use asset 806,572 Other long-term assets 101,413 Intangible assets-Customer relationships 14,050,000 Intangible assets-Brands 3,123,000 Accounts payable and accrued expenses (3,489,080 ) Lease liability Obligations (817,041 ) Other current liabilities (927,088 ) Total identifiable net assets $ 16,641,701 Goodwill $ 10,419,000 During the three months ended September 30, 2020, goodwill increased by approximately $395,000 due to an additional liability that the Company assumed from the Func Food Acquisition. The additional liability consisted of charges related to an uncertain fiscal position reflected in a 2016 filing. This increase in liabilities and goodwill was recorded as a measurement period adjustment to the net assets acquired from the Func Food Acquisition. The additional liability is reflected in other current liabilities. For the three and nine months ended September 30, 2020, the amount of revenue of Func Food that is included in the Company’s consolidated income statement was approximately $9,530,000 and $26,552,000, respectively, and the amount of losses from Func Food for the same periods was approximately $25,600 and a loss of $742,000, respectively. On a pro forma basis, if the Acquisition had occurred on January 1, 2019, the Company’s total consolidated revenue for the three and nine months ended September 30, 2019 would have been $27.4 million and $71.9 million, respectively. For the same periods, pro forma consolidated earnings would have been $(1.5) million and $2.9 million, respectively. Pro forma earnings include adjustments to reflect the additional amortization that would have been charged for the intangible assets recognized in the Acquisition. Pro forma earnings for the three and nine months ended September 30, 2019 also include historical, non-recurring expenses of Func Food amounting to approximately $2.2 million and $6.7 million, respectively, which are not expected to have an ongoing effect after the Acquisition. These non-recurring expenses related to inventory impairment, restructuring, and interest on debt that was restructured as part of the Acquisition. Consequently, had these non-recurring expenses not been incurred, pro forma earnings for the three months ended September 30, 2019 would have amounted to $0.38 million and a pro forma loss for the nine months ended September 30, 2019 of $8.52 million. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: September 30, December 31, 2020 2019 Accounts payable $ 5,191,208 $ 10,159,900 Accrued expenses 12,926,403 7,132,747 Total $ 18,117,611 $ 17,292,647 |
Other Liabilities
Other Liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
OTHER LIABILITIES | 12. OTHER LIABILITIES Other current liabilities consist of the following at: September 30, December 31, 2020 2019 Other Liabilities-State Beverage Container Deposit $ 716,678 $ 107,399 Total $ 716,678 $ 107,399 |
Bonds Payable
Bonds Payable | 9 Months Ended |
Sep. 30, 2020 | |
Bonds Payable [Abstract] | |
BONDS PAYABLE | 13. BONDS PAYABLE Bonds payable consists of the following as of: September 30, December 31, 2020 2019 Bonds were originally issued by Func Food Group, Oyj and were reinstated as part of the purchase consideration to acquire the European Operations (see Note 10). The Bonds are Euro-denominated, unregistered, and were issued on October 25, 2019 at an initial nominal amount of approximately $9.1 million, less discount and issuance costs of approximately $0.7 million. The Bonds accrue interest at a stated interest rate of 6.00% per annum, due semi-annually in arrears, with the first interest payment due on April 30, 2020. The maturity date of the Bonds is October 30, 2020. The Bonds are carried at the nominal amount, less any unamortized discount and issuance costs. The original issuance discount amounted to approximately $381,000. The discount is amortized using the effective interest rate method. As of September 30, 2020, the unamortized balance of the discount is approximately $42,000. Amortization of the discount was approximately $339,000 for the nine months ended September 30, 2020. The bond issuance costs amounted to $188,000. The issuance costs are being amortized over a straight-line basis, given the short-term nature and that it does not result in a material difference from applying the effective interest rate method. Amortization of the total bond discounts for the nine months ended September 30, 2020 was $506,100. Fluctuations in currency resulted in a translation loss of $399,628, for the nine months ended September 30, 2020. Upon maturity of the Bonds, Func Food Group, Oyj may, at its own election, convert up to 50% of the outstanding nominal amount of the Bonds into shares of common stock, at a conversion price relative to the 30-day weighted-average trading price of the Company’s common shares prior to the Acquisition. At Func Food Group, Oyj’s election, the Bonds are callable at 103% at any time. Additionally, mandatory prepayments would be required in the event of either i) a capital raise consummated by the Company or ii) the sale of a certain product line of Func Food. To the fullest extent possible, the net proceeds derived from either event must first be applied towards prepayment of the bonds at 103%, plus any accrued but unpaid interest on the repaid amount. The Bonds are unsubordinated and are guaranteed by Func Food and its direct and indirect subsidiaries. The Bonds are secured by substantially all the assets of Func Food. The Bonds contain certain financial covenants that are specific to Func Food, mainly related to minimum cash requirements at the end of each quarter. As of September 30, 2020, Func Food is in compliance with these covenants. $ 9,540,007 $ 8,634,279 Total Bonds Payable $ 9,540,007 $ 8,634,279 |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2020 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 14. RELATED PARTY TRANSACTIONS The Company’s office is rented from a company affiliated with CD Financial, LLC which is controlled by one of our major shareholders. Currently, the lease expires on October 2020 with monthly rent of $12,826. The rental fee is commensurate with other properties available in the market. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | 15. STOCKHOLDERS’ EQUITY Issuance of common stock pursuant to exercise of stock options During the nine months ended September 30, 2020, the Company issued an aggregate of 1,272,336 shares of its common stock pursuant to the exercise of stock options granted under the Company’s 2015 Stock Incentive Plan. The Company received aggregate proceeds of $2,296,343 for 875,576 options exercised for cash, with the balance of the options having been exercised on a “cashless” basis. During the nine months ended September 30, 2019, the Company issued an aggregate of 690,179 shares of its common stock pursuant to the exercise of stock options granted under the Company’s 2015 Stock Incentive Plan. The Company received aggregate proceeds of $224,083 for 245,584 options exercised for cash, with the balance of the options having been exercised on a “cashless” basis. Issuance of common stock pursuant to private placement On August 25, 2020 the Company issued 1,437,909 shares of its common stock and obtained approximately $22,000,000 of cash as part of a private placement. Issuance of common stock pursuant to public placement On September 16, 2019 the Company issued 7,986,110 shares of common stock in a public offering and obtained gross proceeds of $28,749,996 and paid $1,585,000 in commissions & fees and incurred in $209,559 of expenses related to the capital raise thereby resulting in net-proceeds in the amount of $26,955,437. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | 16. STOCK-BASED COMPENSATION The Company adopted an Incentive Stock Plan on January 18, 2007. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. During 2013, the majority of the shareholders approved to increase the total available shares in the plan from 2.5 million to 3.5 million shares of common stock. During May 2014, the majority of the shareholders approved to increase the total available shares in the plan from 3.5 million to 4.25 million shares of common stock, during February 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.25 million to 4.6 million shares of common stock and during April 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.6 million to 5.1 million shares of common stock. Upon exercise, shares of new common stock are issued by the Company. The Company adopted the 2015 Stock Incentive Plan on April 30, 2015. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company’s common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. The 2015 Plan permits the grant of options and shares for up to 5,000,000 shares. In addition, there is a provision for an annual increase of 15% to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2017. As of September 30, 2020, 880,000 shares are available. Under the 2015 Stock Option Plan the Company has options outstanding to purchase approximately 5.6 million shares at an average price of $4.08 per share with a fair value of $94.2 million. For the nine months ended September 30, 2020 and 2019, the Company issued options to purchase 495,274 and 1.68 million shares. For the nine months ended September 30, 2020 and 2019, the Company recognized an expense of approximately $4,719,000 and $3,354,295 respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of September 30, 2020, the Company had approximately $6,786,000 of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 3 years. The Company used straight-line amortization of compensation expense over the two to nine-year requisite service or vesting period of the grant. There are options to purchase approximately 2.78 million shares that are vested as of September 30, 2020. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black - Scholes option-pricing model is affected by the Company’s stock price on the date of grant as well as assumptions regarding the following: Nine months ended 2020 2019 Expected volatility 69.18%-81.11 % 58.62%-121.32 % Expected term 4.84-5.00 Years 4.02-5.00 Years Risk-free interest rate 0.23% - 1.39 % 1.79% - 2.72 % Forfeiture Rate 0.00 % 0.00 % The expected volatility was determined with reference to the historical volatility of the Company’s stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant. A summary of the status of the Company’s outstanding stock options as of September 30, 2020 and changes during the period ending on that date is as follows: Weighted Aggregate Intrinsic Average Shares Exercise Value Remaining (000’s) Price $ ($ 000’s) Term (Yrs) Options Balance at December 31, 2019 6,528 $ 3.55 $ 8,978 6.58 Granted 495 $ 7.07 Exercised (1,293 ) $ 2.40 Forfeiture and cancelled (141 ) $ 3.94 Balance at September 30, 2020 5,589 $ 4.08 $ 94,174 6.41 Exercisable at September 30, 2020 2,785 $ 3.79 The following table summarizes information about employee stock options outstanding at September 30, 2020: Outstanding Options Vested Options Number Number Outstanding Exercisable At Weighted Weighted at Weighted Weighted September 30, Average Average September 30, Average Average 2020 Remaining Exercise 2019 Exercise Remaining Range of Exercise Price (000’s) Term Price $ (000’s) Price $ Term $0.20 - $0.53 130 2.34 $ 0.27 130 $ 0.27 2.34 $0.65 - $1.80 49 4.15 $ 1.05 49 $ 1.05 4.15 $1.83 - $2.84 258 0.75 $ 1.97 258 $ 1.97 0.75 $3.20 - $6.20 5,089 6.79 $ 4.19 2,347 4.24 5.60 $7.20 - $22.00 63 9.58 $ 14.53 0 $ 0 0 Outstanding options 5,589 6.41 $ 4.08 2,785 $ 3.79 4.97 As of September 30, 2020, the Company had approximately $6,786,000 of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 3 years. Restricted Stock Awards Restricted stock awards are awards of common stock that are subject to restrictions on transfer and to a risk of forfeiture if the holder leaves the Company before the restrictions lapse. The holder of a restricted stock award is generally entitled at all times on and after the date of issuance of the restricted shares to exercise the rights of a shareholder of the Company, including the right to vote the shares. The value of stock awards that vest over time was established by the market price on the date of its grant. A summary of the Company’s restricted stock activity for the nine months ended September 30, 2020 and 2019 is presented in the following table: For the Nine Months ended September 30, September 30, Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period 90,000 $ 3.23 38,889 $ - Granted 92,444 14.72 - - Vested (18,582 ) 14.72 8,333 - Unvested at end of period 163,862 $ 8.41 30,556 $ 3.64 Unrecognized compensation expense related to outstanding restricted stock awards to employees and directors as of September 30, 2020 was $614,870, and expected to be expensed over the next 18 months. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 17. COMMITMENTS AND CONTINGENCIES On April 8, 2019, Daniel Prescod filed suit against Celsius Holdings, Inc., Case No. 19STCV09321, pending in Superior Court for the State of California, County of Los Angeles (the “Prescod Litigation”). Daniel Prescod asserts that the Company’s use of citric acid in its products while simultaneously claiming “no preservatives” violates California Consumer Legal Remedies Act, California Business and Professions Code Section 17200, et seq., and California Business and Professions Code Section 17500, et seq., because citric acid acts as a preservative. The Company does not use citric acid as a preservative in its products, but rather as a flavoring, and therefore it believes that its “no preservatives” claim is fair and not deceptive. This matter is still in its early stages and discovery has only just begun . On January 24, 2020, Evlution Nutrition, LLC filed suit against Celsius Holdings, Inc., Case No. 0:20-cv-60159-BB, pending in federal court for the Southern District of Florida, for trademark infringement (the “Evlution Litigation”). Evlution asserts that Celsius’ BCAA dietary supplement product’s use of BCAA + ENERGY infringes upon Evlution’s registered trademarks. The Company believes that Evlution’s trademarks are invalid, merely descriptive, and unenforceable and Celsius has filed a cancellation proceeding regarding those trademarks with the Trademark Trial and Appeal Board, which has been stayed, but Celsius reasserted these claims in counterclaims filed in the Evlution Litigation. The Company intends to defend against Evlution’s claims vigorously. This matter is still in its early stages and discovery has only just begun. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time. In June of 2020, McGovern Capital, Inc. (“McGovern”) indicated that it intended to pursue a claim in arbitration related to its Representative Agreement with Celsius Holdings, Inc. as amended by the first amendment dated August 6, 2016. Pursuant to the Representative Agreement, McGovern is entitled to receive a fee of three percent (3%) of “Net Revenues” received by the Company’s from sales of the Company’s Products in the People’s Republic of China for a period of four years from Initial Commercial Sale (which was September 1, 2017). “Net Revenues” are defined in the Representative Agreement as “the Company’s revenues net of actual discounts applied, credits and returns.” Effective January 1, 2019, the Company restructured its China operations from a distribution arrangement with Qifeng Food Technology (Beijing) Co. Ltd. (“Qifeng”), to a license and royalty arrangement and a loan, pursuant to which Qifeng will market and distribute the Company’s products in China, and Celsius will receive an annual royalty payment. The Company intends to pay McGovern its percentage of the annual royalty payment, but McGovern has objected claiming that McGovern is entitled to be paid commissions on the entire royalty payment and the amount of the loan to Qifeng. The Company has obtained two opinions pursuant to GAAP and related accounting rules indicating that its agreements with Qifeng are not “Net Revenue” as it relates to the repayment of the investments which are accounted for as a note receivable to the Company, and therefore that it has not breached any obligations to McGovern under its agreements. The Company intends to defend against McGovern’s claims vigorously. This matter is still in its early stages and there has been no discovery. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time. In addition to the foregoing, from time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. The Company has entered into distribution agreements with liquidated damages in case the Company cancels the distribution agreements without Cause. Cause has been defined in various ways. It is management’s belief that no such agreement has created any liability as of September 30, 2020. Additionally, our business and results of operations may be adversely affected by the pandemic and public health crises related to the COVID-19 outbreak which is affecting the macro-economic environment. Please refer to Item 1.A. Risk Factors for further details. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 18. SUBSEQUENT EVENTS On October 30, 2020, the Bonds Payable as reflected in Note 13, were paid-in-full and a release letter was obtained from the Bond Holders’ agent thereby releasing Func Food Group from any related liability or debt, as well as the release of the security interest pertaining to Func Food Group assets. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation – US GAAP |
Significant Estimates | Significant Estimates |
Reclassification of Prior Year Presentation | Reclassification of Prior Year Presentation – |
Segment Reporting | Segment Reporting Disclosed About Segments of an Enterprise and Related Information.) Our chief operating decision-maker is considered to be our Chief Executive Officer (CEO). The CEO reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance. The financial information reviewed by the CEO is identical to the information presented in the accompanying consolidated statement of operations. Therefore, the Company has determined that it operates in a single operating segment. For the nine months ended September 30, 2020 and 2019 all material assets and revenues of the Company were in the United States except as disclosed in Note 3. |
Concentrations of Risk | Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company’s cash accounts may exceed the Federal Deposit Insurance Corporation limit. At September 30, 2020, the Company had approximately $51.9 million in excess of the Federal Deposit Insurance Corporation limit. For the nine months ended September 30, 2020 and 2019, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2020 2019 A* 16.6 % 12.9 % B* - 13.9 % All other 83.4 % 73.2 % Total 100.0 % 100.0 % * Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, for further details. All other revenues were mainly derived from customers in the United States. At September 30, 2020 and December 31, 2019, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2020 2019 A** 19.9 % 19.2 % All other 80.1 % 80.8 % Total 100.0 % 100.0 % ** Receivables from customer A are obtained from a customer located in the United States. |
Cash Equivalents | Cash Equivalents |
Accounts Receivable | Accounts Receivable |
Inventories | Inventories |
Property and Equipment | Property and Equipment |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets |
Goodwill | Goodwill |
Revenue Recognition | Revenue Recognition Revenue is derived from the sale of beverages. The Company recognizes revenue when obligations under the terms of a contract with the customer are satisfied. Product sales occur once control is transferred upon delivery to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods. The amount of consideration the Company receives and revenue the Company recognizes varies with changes in customer incentives the Company offers to its customers and their customers. Any discounts, slotting fees, sales incentives or similar arrangements with the customer are estimated at time of sale and deducted from revenue. Sales taxes and other similar taxes are excluded from revenue. |
Customer Advances | Customer Advances |
Advertising Costs | Advertising Costs |
Research and Development | Research and Development |
Foreign Currency Translation | Foreign Currency Translation — Chinese-Yuan Norwegian-Krone Swedish-Krona Finland-Euro |
Fair Value of Financial Instruments | Fair Value of Financial Instruments |
Fair Value Measurements | Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at September 30, 2020 and December 31, 2019. |
Income Taxes | Income Taxes — Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, |
Earnings per Share | Earnings per Share For the three months ended For the nine months ended 2020 2019 2020 2019 Net income available to common stockholders $ 4,753,603 $ 961,042 $ 6,857,988 $ 11,144,342 Adjustments for diluted earnings Interest expense on convertible notes - 105,385 - 348,493 Amortization of discount on notes payable - 528,464 - 707,286 Diluted net income (loss) available to common stockholders $ 4,753,603 $ 1,594,891 $ 6,857,988 $ 12,200,121 Income per share: Basic $ 0.07 $ 0.02 $ 0.10 $ 0.19 Diluted $ 0.06 $ 0.03 $ 0.09 $ 0.20 Weighted average shares outstanding: Basic 70,473,351 59,307,404 70,184,071 58,023,685 Diluted 74,848,239 62,532,510 73,524,209 62,050,032 |
Share-Based Payments | Share-Based Payments |
Cost of Sales | Cost of Sales |
Operating Expenses | Operating Expenses |
Shipping and Handling Costs | Shipping and Handling Costs |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. In September 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326) (“ASU 2016-13”), which requires the immediate recognition of management’s estimates of current and expected credit losses. In November 2018, the FASB issued ASU 2018-19, which makes certain improvements to Topic 326. In April and May 2019, the FASB issued ASUs 2019-04 and 2019-05, respectively, which adds codification improvements and transition relief for Topic 326. In November 2019, the FASB issued ASU 2019-10, which delays the effective date of Topic 326 for Smaller Reporting Companies to interim and annual periods beginning after December 15, 2022, with early adoption permitted. In November 2019, the FASB issued ASU 2019-11, which makes improvements to certain areas of Topic 326. In February 2020, the FASB issued ASU 2020-02, which adds an SEC paragraph, pursuant to the issuance of SEC Staff Accounting Bulletin No. 119, to Topic 326. Topic 326 is effective for the Company for fiscal years and interim reporting periods within those years beginning after December 15, 2022. Early adoption is permitted for interim and annual periods beginning December 15, 2019. The Company is currently evaluating the potential impact of adopting this guidance on our consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2017-04, “Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit’s carrying value over its fair value. Adoption of this ASU did not have a material effect on our consolidated financial statements. On January 1, 2020, the Company adopted ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. Adoption of this ASU did not have a material effect on our consolidated financial statements. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements. |
Liquidity | Liquidity If our sales volumes do not meet our projections, expenses exceed our expectations, our plans change, we may be unable to generate enough cash flow from operations to cover our working capital requirements. In such case, we may be required to adjust our business plan, by reducing marketing, lower our working capital requirements and reduce other expenses or seek additional financing. Furthermore, our business and results of operations may be adversely affected by changes in the global macro-economic environment related to the pandemic and public health crises related to the COVID-19 outbreak. Please refer to the Item 1.A. Risk Factors, for further details regarding this situation. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Schedule of revenue & accounts receivable with customers | 2020 2019 A* 16.6 % 12.9 % B* - 13.9 % All other 83.4 % 73.2 % Total 100.0 % 100.0 % 2020 2019 A** 19.9 % 19.2 % All other 80.1 % 80.8 % Total 100.0 % 100.0 % * Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, for further details. All other revenues were mainly derived from customers in the United States. ** Receivables from customer A are obtained from a customer located in the United States. |
Schedule of anti-dilutive shares | For the three months ended For the nine months ended 2020 2019 2020 2019 Net income available to common stockholders $ 4,753,603 $ 961,042 $ 6,857,988 $ 11,144,342 Adjustments for diluted earnings Interest expense on convertible notes - 105,385 - 348,493 Amortization of discount on notes payable - 528,464 - 707,286 Diluted net income (loss) available to common stockholders $ 4,753,603 $ 1,594,891 $ 6,857,988 $ 12,200,121 Income per share: Basic $ 0.07 $ 0.02 $ 0.10 $ 0.19 Diluted $ 0.06 $ 0.03 $ 0.09 $ 0.20 Weighted average shares outstanding: Basic 70,473,351 59,307,404 70,184,071 58,023,685 Diluted 74,848,239 62,532,510 73,524,209 62,050,032 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Revenue [Abstract] | |
Schedule of net sales by reporting segment | For the nine months ended September 30, September 30, 2020 2019 North America $ 67,083,888 $ 42,607,433 Europe 26,799,756 7,635,845 Asia 868,915 629,028 Other 308,706 159,120 Net sales $ 95,061,265 $ 51,031,426 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | September 30, December 31, 2020 2019 Finished goods $ 12,056,353 $ 12,990,044 Raw Materials 4,700,209 3,167,853 Less: Inventory allowance for excess and obsolete products (1,077,370 ) (865,548 ) Inventories $ 15,679,192 $ 15,292,349 |
Note Receivable (Tables)
Note Receivable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Note Receivable [Abstract] | |
Schedule of note receivable | September 30, December 31, 2020 2019 Note Receivable-current $ 1,810,773 $ 1,181,116 Note Receivable-non-current 9,053,866 10,630,040 Total Note Receivable $ 10,864,639 $ 11,811,156 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Schedule of components of lease costs | Three months ended Three months ended September 30, September 30, Operating Finance Operating Finance Leases Leases Leases Leases Lease cost in general and administrative expenses: Operating lease expense $ 104,380 $ - $ 38,760 $ - Amortization of finance lease ROU assets - 49,713 - - Total lease cost in general and administrative expenses 104,380 49,713 38,760 - Lease cost in other expense: Interest on finance lease liabilities - 21,530 - - Total lease cost in other expense - 21,530 - - Total lease cost $ 104,380 $ 71,243 $ 38,760 - Nine months ended Nine months ended September 30, September 30, Operating Finance Operating Finance Leases Leases Leases Leases Lease cost in general and administrative expenses: Operating lease expense $ 297,459 $ - $ 118,146 $ - Amortization of finance lease ROU assets - 289,277 - - Total lease cost in general and administrative expenses 297,459 289,277 118,146 - Lease cost in other expense: Interest on finance lease liabilities - 27,585 - - Total lease cost in other expense - 27,585 - - Total lease cost $ 297,459 $ 316,862 $ 118,146 - |
Schedule of cash flow information related to leases | Nine months ended September 30, 2020 2019 Leasing activity in cash flows from operating activities: Operating leases (185,388 ) (112,071 ) Interest payments on finance lease liabilities (27,585 ) - Total leasing activity in cash flows from operating activities (212,973 ) (112,071 ) Leasing activity in cash flows from financing activities: Principal payments on finance lease liabilities (259,232 ) - Total leasing activity in cash flows from financing activities: (259,232 ) (74,714 ) |
Schedule of weightesd average remaining lease term and weighted average discount rate | September 30, December 31, 2020 2019 Weighted average remaining lease term (years) - operating leases 1.0 0.8 Weighted average remaining lease term (years) - finance leases 1.3 - Weighted average discount rate - operating leases 4.76 % 5.00 % Weighted average discount rate - finance leases 3.87 % - % |
Schedule of future annual minimum cash payments required under operating lease | Operating Finance Future minimum lease payments Leases Leases Total 2020 $ 79,568 $ 80,485 $ 160,053 2021 148,984 126,958 275,942 2022 10,516 67,106 77,622 2023 - 23,162 23,162 Total future minimum lease payments 239,068 297,711 536,779 Less: Amount representing interest (5,612 ) (8,258 ) (13,870 ) Present value of lease liabilities 233,452 289,453 522,909 Less: current portion (205,427 ) (192,504 ) (397,931 ) Long-term portion $ 28,029 $ 96,949 $ 124,978 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment | September 30, December 31, 2020 2019 Furniture, equipment and vehicles $ 946,221 $ 529,550 Less: accumulated depreciation (478,841 ) (396,661 ) Total $ 467,380 $ 132,889 |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of accumulated amortization intangible assets | September 30, December 31, 2020 2019 Intangible assets subject to amortization Customer relationships gross carrying amount $ 14,047,671 $ 14,006,244 Less: accumulated amortization (473,589 ) - Total $ 13,574,082 $ 14,006,244 Intangible assets not subject to amortization Brands total carrying amount $ 3,166,756 $ 3,166,756 Total Intangibles $ 16,740,838 $ 17,173,000 |
Schedule future estimated amortization expense | As of September 30, 2020: 2020 $ 132,057 2021 560,378 2022 560,378 2023 560,378 2024 560,378 Thereafter 11,200,513 $ 13,574,082 |
Acquisition-European Operatio_2
Acquisition-European Operations (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Acquisitioneuropean Operations [Abstract] | |
Schedule of assets acquired at fair market value and liabilities | Acquisition consideration Cash $ 14,188,056 Bonds payable 8,356,958 Settlement of pre-existing debt 4,515,687 Total consideration transferred 27,060,701 Assets acquired and liabilities assumed Accounts receivable $ 1,300,468 Inventories 2,161,067 Prepaid expenses and other current assets 331,774 Property and equipment 616 Right of use asset 806,572 Other long-term assets 101,413 Intangible assets-Customer relationships 14,050,000 Intangible assets-Brands 3,123,000 Accounts payable and accrued expenses (3,489,080 ) Lease liability Obligations (817,041 ) Other current liabilities (927,088 ) Total identifiable net assets $ 16,641,701 Goodwill $ 10,419,000 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued expenses | September 30, December 31, 2020 2019 Accounts payable $ 5,191,208 $ 10,159,900 Accrued expenses 12,926,403 7,132,747 Total $ 18,117,611 $ 17,292,647 |
Other Liabilities (Tables)
Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Schedule of other liabilities | September 30, December 31, 2020 2019 Other Liabilities-State Beverage Container Deposit $ 716,678 $ 107,399 Total $ 716,678 $ 107,399 |
Bonds Payable (Tables)
Bonds Payable (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Bonds Payable [Abstract] | |
Schedule of bonds payable | September 30, December 31, 2020 2019 Bonds were originally issued by Func Food Group, Oyj and were reinstated as part of the purchase consideration to acquire the European Operations (see Note 10). The Bonds are Euro-denominated, unregistered, and were issued on October 25, 2019 at an initial nominal amount of approximately $9.1 million, less discount and issuance costs of approximately $0.7 million. The Bonds accrue interest at a stated interest rate of 6.00% per annum, due semi-annually in arrears, with the first interest payment due on April 30, 2020. The maturity date of the Bonds is October 30, 2020. The Bonds are carried at the nominal amount, less any unamortized discount and issuance costs. The original issuance discount amounted to approximately $381,000. The discount is amortized using the effective interest rate method. As of September 30, 2020, the unamortized balance of the discount is approximately $42,000. Amortization of the discount was approximately $339,000 for the nine months ended September 30, 2020. The bond issuance costs amounted to $188,000. The issuance costs are being amortized over a straight-line basis, given the short-term nature and that it does not result in a material difference from applying the effective interest rate method. Amortization of the total bond discounts for the nine months ended September 30, 2020 was $506,100. Fluctuations in currency resulted in a translation loss of $399,628, for the nine months ended September 30, 2020. Upon maturity of the Bonds, Func Food Group, Oyj may, at its own election, convert up to 50% of the outstanding nominal amount of the Bonds into shares of common stock, at a conversion price relative to the 30-day weighted-average trading price of the Company’s common shares prior to the Acquisition. At Func Food Group, Oyj’s election, the Bonds are callable at 103% at any time. Additionally, mandatory prepayments would be required in the event of either i) a capital raise consummated by the Company or ii) the sale of a certain product line of Func Food. To the fullest extent possible, the net proceeds derived from either event must first be applied towards prepayment of the bonds at 103%, plus any accrued but unpaid interest on the repaid amount. The Bonds are unsubordinated and are guaranteed by Func Food and its direct and indirect subsidiaries. The Bonds are secured by substantially all the assets of Func Food. The Bonds contain certain financial covenants that are specific to Func Food, mainly related to minimum cash requirements at the end of each quarter. As of September 30, 2020, Func Food is in compliance with these covenants. $ 9,540,007 $ 8,634,279 Total Bonds Payable $ 9,540,007 $ 8,634,279 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of black - scholes option-pricing model valuation assumption | Nine months ended 2020 2019 Expected volatility 69.18%-81.11 % 58.62%-121.32 % Expected term 4.84-5.00 Years 4.02-5.00 Years Risk-free interest rate 0.23% - 1.39 % 1.79% - 2.72 % Forfeiture Rate 0.00 % 0.00 % |
Schedule of outstanding stock options | Weighted Aggregate Intrinsic Average Shares Exercise Value Remaining (000’s) Price $ ($ 000’s) Term (Yrs) Options Balance at December 31, 2019 6,528 $ 3.55 $ 8,978 6.58 Granted 495 $ 7.07 Exercised (1,293 ) $ 2.40 Forfeiture and cancelled (141 ) $ 3.94 Balance at September 30, 2020 5,589 $ 4.08 $ 94,174 6.41 Exercisable at September 30, 2020 2,785 $ 3.79 |
Schedule of employee stock options outstanding | Outstanding Options Vested Options Number Number Outstanding Exercisable At Weighted Weighted at Weighted Weighted September 30, Average Average September 30, Average Average 2020 Remaining Exercise 2019 Exercise Remaining Range of Exercise Price (000’s) Term Price $ (000’s) Price $ Term $0.20 - $0.53 130 2.34 $ 0.27 130 $ 0.27 2.34 $0.65 - $1.80 49 4.15 $ 1.05 49 $ 1.05 4.15 $1.83 - $2.84 258 0.75 $ 1.97 258 $ 1.97 0.75 $3.20 - $6.20 5,089 6.79 $ 4.19 2,347 4.24 5.60 $7.20 - $22.00 63 9.58 $ 14.53 0 $ 0 0 Outstanding options 5,589 6.41 $ 4.08 2,785 $ 3.79 4.97 |
Schedule of restricted stock awards | For the Nine Months ended September 30, September 30, Weighted Weighted Average Average Grant Date Grant Date Shares Fair Value Shares Fair Value Unvested at beginning of period 90,000 $ 3.23 38,889 $ - Granted 92,444 14.72 - - Vested (18,582 ) 14.72 8,333 - Unvested at end of period 163,862 $ 8.41 30,556 $ 3.64 |
Organization and Description _2
Organization and Description of Business (Details) | Oct. 25, 2019 |
Accounting Policies [Abstract] | |
Acquired percentage | 100.00% |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash, Uninsured Amount | $ 51,900,000 | ||
Allowance for doubtful accounts | 537,000 | $ 292,400 | |
Allowance including cost of revenue | 1,077,000 | $ 865,000 | |
Advertising expense | 9,600,000 | $ 5,400,000 | |
Research and development expense | 280,000 | 246,000 | |
Foreign Currency Translation | $ 113,000 | 72,000 | |
Income tax benefit, percentage | 50.00% | ||
Stock grants of options and shares (in Shares) | 5,000,000 | ||
Increase in annual provision percentage | 15.00% | ||
Total shares available (in Shares) | 880,000 | ||
Freight expense | $ 6,500,000 | $ 4,500,000 | |
Retained earnings accumulated deficit | 56,551,443 | ||
Net Income | 6,857,988 | ||
Proceeds from Operating Activities | $ 3,843,510 | ||
Minimum [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property plant and equipment estimated useful life | 3 years | ||
Maximum [Member] | |||
Basis of Presentation and Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property plant and equipment estimated useful life | 7 years |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of revenue & accounts receivable with customers | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | ||
10% or Greater Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Total | 100.00% | 100.00% | |
10% or Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Total | 100.00% | 100.00% | |
Customer A [Member] | 10% or Greater Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Total | [1] | 16.60% | 12.90% |
Customer A [Member] | 10% or Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Total | [2] | 19.90% | 19.20% |
Customer B [Member] | 10% or Greater Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Total | [1] | 13.90% | |
All Other [Member] | 10% or Greater Revenue [Member] | |||
Concentration Risk [Line Items] | |||
Total | 83.40% | 73.20% | |
All Other [Member] | 10% or Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Total | 80.10% | 80.80% | |
[1] | Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, for further details. All other revenues were mainly derived from customers in the United States. | ||
[2] | Receivables from customer A are obtained from a customer located in the United States. |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies (Details) - Schedule of anti-dilutive shares - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||
Schedule of anti-dilutive shares [Abstract] | |||||
Net income available to common stockholders | $ 4,753,603 | $ 961,042 | $ 6,857,988 | $ 11,144,342 | |
Interest expense on convertible notes | 105,385 | 348,493 | |||
Amortization of discount on notes payable | 528,464 | 707,286 | |||
Diluted net income (loss) available to common stockholders | $ 4,753,603 | $ 1,594,891 | $ 6,857,988 | $ 12,200,121 | |
Income per share: | |||||
Basic (in Dollars per share) | $ 0.07 | $ 0.02 | $ 0.10 | $ 0.19 | |
Diluted (in Dollars per share) | $ 0.06 | $ 0.03 | $ 0.09 | $ 0.20 | |
Weighted average shares outstanding: | |||||
Basic (in Shares) | 70,473,351 | 59,307,404 | 70,184,071 | 58,023,685 | |
Diluted (in Shares) | [1] | 74,848,239 | 62,532,510 | 73,524,209 | 62,050,032 |
[1] | Please refer to Earnings Per Share section for further details |
Revenue (Details)
Revenue (Details) - License Agreement [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Revenue (Details) [Line Items] | |
Term of agreement | The term of the agreement is 50 years, with annual royalty fees due from Qifeng after the end of each calendar year. |
Royalty fees | $ 6,600,000 |
Revenue | $ 570,000 |
Revenue (Details) - Schedule of
Revenue (Details) - Schedule of net sales by reporting segment - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 36,839,149 | $ 20,423,847 | $ 95,061,265 | $ 51,031,426 |
North America [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 67,083,888 | 42,607,433 | ||
Europe [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 26,799,756 | 7,635,845 | ||
Asia [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 868,915 | 629,028 | ||
Other [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | $ 308,706 | $ 159,120 |
Inventories (Details) - Schedul
Inventories (Details) - Schedule of inventories - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | |
Schedule of inventories [Abstract] | |||
Finished goods | $ 12,056,353 | $ 12,990,044 | |
Raw Materials | 4,700,209 | 3,167,853 | |
Less: Inventory allowance for excess and obsolete products | (1,077,370) | (865,548) | |
Inventories | $ 15,679,192 | $ 15,292,349 | [1] |
[1] | Derived from Audited Consolidated Financial Statements |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Prepaid Expenses and Other Current Assets [Member] | ||
Prepaid Expenses and Other Current Assets (Details) [Line Items] | ||
Prepaid expenses and other current assets | $ 4.7 | $ 4.2 |
Note Receivable (Details)
Note Receivable (Details) | 1 Months Ended | 9 Months Ended | ||
Oct. 12, 2020 | Sep. 30, 2020USD ($) | Sep. 30, 2020CNY (ÂĄ)shares | Sep. 12, 2020 | |
Note Receivable [Abstract] | ||||
Note receivable, description | Scheduled principal payments plus accrued interest are due annually on March 31 of each year starting in 2020. The Note is recorded at amortized cost basis and accrues interest at a rate per annum equal to the weighted average of 5% of the outstanding principal up to $5 million and 2% of the outstanding principal above $5 million. | Scheduled principal payments plus accrued interest are due annually on March 31 of each year starting in 2020. The Note is recorded at amortized cost basis and accrues interest at a rate per annum equal to the weighted average of 5% of the outstanding principal up to $5 million and 2% of the outstanding principal above $5 million. | ||
Interest rate | 3.21% | |||
Interest income (in Dollars) | $ | $ 270,000 | |||
Note receivable instalment amount | ÂĄ 10,848,193 | |||
Royalties amount | 2,404,900 | |||
Payment received from notes receivables | 10,848,193 | |||
Payment pertaining royalties | ÂĄ 2,404,900 | |||
Instalment collateral shares (in Shares) | shares | 337,079 | |||
Interest rate term, description | 5-year period |
Note Receivable (Details) - Sch
Note Receivable (Details) - Schedule of note receivable - Notes Receivable [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Note Receivable (Details) - Schedule of note receivable [Line Items] | ||
Note Receivable-current | $ 1,810,773 | $ 1,181,116 |
Note Receivable-non-current | 9,053,866 | 10,630,040 |
Total Note Receivable | $ 10,864,639 | $ 11,811,156 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of components of lease costs - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Operating Leases [Member] | ||||
Lease cost in general and administrative expenses: | ||||
Operating lease expense | $ 104,380 | $ 38,760 | $ 297,459 | $ 118,146 |
Amortization of finance lease ROU assets | ||||
Total lease cost in general and administrative expenses | 104,380 | 38,760 | 297,459 | 118,146 |
Lease cost in other expense: | ||||
Interest on finance lease liabilities | ||||
Total lease cost in other expense | ||||
Total lease cost | 104,380 | 38,760 | 297,459 | 118,146 |
Finance Leases [Member] | ||||
Lease cost in general and administrative expenses: | ||||
Operating lease expense | ||||
Amortization of finance lease ROU assets | 49,713 | 289,277 | ||
Total lease cost in general and administrative expenses | 49,713 | 289,277 | ||
Lease cost in other expense: | ||||
Interest on finance lease liabilities | 21,530 | 27,585 | ||
Total lease cost in other expense | 21,530 | 27,585 | ||
Total lease cost | $ 71,243 | $ 316,862 |
Leases (Details) - Schedule o_2
Leases (Details) - Schedule of cash flow information related to leases - Leases [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases (Details) - Schedule of cash flow information related to leases [Line Items] | ||
Operating leases | $ (185,388) | $ (112,071) |
Interest payments on finance lease liabilities | (27,585) | |
Total leasing activity in cash flows from operating activities | (212,973) | (112,071) |
Principal payments on finance lease liabilities | (259,232) | |
Total leasing activity in cash flows from financing activities: | $ (259,232) | $ (74,714) |
Leases (Details) - Schedule o_3
Leases (Details) - Schedule of weighted average remaining lease term and weighted average discount rate | Sep. 30, 2020 | Dec. 31, 2019 |
Operating Leases [Member] | ||
Leases (Details) - Schedule of weighted average remaining lease term and weighted average discount rate [Line Items] | ||
Weighted average remaining lease term (years) - operating leases | 1 year | 292 days |
Weighted average discount rate - operating leases | 4.76% | 5.00% |
Finance Leases [Member] | ||
Leases (Details) - Schedule of weighted average remaining lease term and weighted average discount rate [Line Items] | ||
Weighted average remaining lease term (years) - finance leases | 1 year 109 days | |
Weighted average discount rate - finance leases | 3.87% |
Leases (Details) - Schedule o_4
Leases (Details) - Schedule of future annual minimum cash payments required under operating lease - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 | [1] |
Leases (Details) - Schedule of future annual minimum cash payments required under operating lease [Line Items] | |||
2020 | $ 160,053 | ||
2021 | 275,942 | ||
2022 | 77,622 | ||
2023 | 23,162 | ||
Total future minimum lease payments | 536,779 | ||
Less: Amount representing interest | (13,870) | ||
Present value of lease liabilities | 522,909 | ||
Less: current portion | (397,931) | $ (649,074) | |
Long-term portion | 124,978 | ||
Operating Leases [Member] | |||
Leases (Details) - Schedule of future annual minimum cash payments required under operating lease [Line Items] | |||
2020 | 79,568 | ||
2021 | 148,984 | ||
2022 | 10,516 | ||
2023 | |||
Total future minimum lease payments | 239,068 | ||
Less: Amount representing interest | (5,612) | ||
Present value of lease liabilities | 233,452 | ||
Less: current portion | (205,427) | ||
Long-term portion | 28,029 | ||
Finance Leases [Member] | |||
Leases (Details) - Schedule of future annual minimum cash payments required under operating lease [Line Items] | |||
2020 | 80,485 | ||
2021 | 126,958 | ||
2022 | 67,106 | ||
2023 | 23,162 | ||
Total future minimum lease payments | 297,711 | ||
Less: Amount representing interest | (8,258) | ||
Present value of lease liabilities | 289,453 | ||
Less: current portion | (192,504) | ||
Long-term portion | $ 96,949 | ||
[1] | Derived from Audited Consolidated Financial Statements |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Property Plant and Equipment [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | $ 82,180 | $ 48,289 |
Property and Equipment (Detail
Property and Equipment (Details) - Schedule of property and equipment - Property, Plant and Equipment [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Less: accumulated depreciation | $ (478,841) | $ (396,661) |
Total | 467,380 | 132,889 |
Furniture, equipment and vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Furniture, equipment and vehicles | $ 946,221 | $ 529,550 |
Goodwill and Intangibles (Detai
Goodwill and Intangibles (Details) | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Fair value of net tangible and intangible assets including goodwill | $ 10,419,000 |
Goodwill increased | $ 395,000 |
Amortized over estimated useful life | 25 years |
Deferred Lease Income, after Accumulated Amortization | $ 429,307 |
Goodwill and Intangibles (Det_2
Goodwill and Intangibles (Details) - Schedule of accumulated amortization intangible assets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule of accumulated amortization intangible assets [Abstract] | ||
Customer relationships gross carrying amount | $ 14,047,671 | $ 14,006,244 |
Less: accumulated amortization | (473,589) | |
Total | 13,574,082 | 14,006,244 |
Brands total carrying amount | 3,166,756 | 3,166,756 |
Total Intangibles | $ 16,740,838 | $ 17,173,000 |
Goodwill and Intangibles (Det_3
Goodwill and Intangibles (Details) - Schedule future estimated amortization expense - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Schedule future estimated amortization expense [Abstract] | ||
2020 | $ 132,057 | |
2021 | 560,378 | |
2022 | 560,378 | |
2023 | 560,378 | |
2024 | 560,378 | |
Thereafter | 11,200,513 | |
Total | $ 13,574,082 | $ 14,006,244 |
Acquisition-European Operatio_3
Acquisition-European Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Acquisition-European Operations (Details) [Line Items] | ||||
Acquisition-European Operations, description | The Company acquired 100% of Func Food Group, Oyj (“Func Food”) on October 25, 2019 (the “Acquisition”). The Acquisition was structured as a purchase of all of Func Food’s equity shares and a restructuring of Func Food’s pre-existing debt. Total consideration was $27,060,701, which consisted of approximately $14,188,000 in cash, $8,357,000 of newly issued bonds (see Note 13) and $4,516,000 related to the settlement of a pre-existing debt. In addition to the aforementioned bond issuance, the Company financed the acquisition by issuing new common shares. | |||
Goodwill increased to additional liability | $ 395,000 | |||
Consolidated income statement, description | For the three and nine months ended September 30, 2020, the amount of revenue of Func Food that is included in the Company’s consolidated income statement was approximately $9,530,000 and $26,552,000, respectively, and the amount of losses from Func Food for the same periods was approximately $25,600 and a loss of $742,000, respectively. | |||
Non-recurring charges | $ (1,500,000) | $ 2,900,000 | ||
Pro Forma [Member] | ||||
Acquisition-European Operations (Details) [Line Items] | ||||
Pro forma earnings | 27,400,000 | 71,900,000 | ||
Non-recurring charges | 380,000 | 8,520,000 | ||
Func Food Group [Member] | ||||
Acquisition-European Operations (Details) [Line Items] | ||||
Pro forma revenue | $ 9,530,000 | $ 2,200,000 | $ 26,552,000 | $ 6,700,000 |
Acquisition-European Operatio_4
Acquisition-European Operations (Details) - Schedule of assets acquired at fair market value and liabilities | Dec. 31, 2015USD ($) |
Acquisition consideration | |
Cash | $ 14,188,056 |
Bonds payable | 8,356,958 |
Settlement of pre-existing debt | 4,515,687 |
Total consideration transferred | 27,060,701 |
Assets acquired and liabilities assumed | |
Accounts receivable | 1,300,468 |
Inventories | 2,161,067 |
Prepaid expenses and other current assets | 331,774 |
Property and equipment | 616 |
Right of use asset | 806,572 |
Other long-term assets | 101,413 |
Intangible assets-Customer relationships | 14,050,000 |
Intangible assets-Brands | 3,123,000 |
Accounts payable and accrued expenses | (3,489,080) |
Lease liability Obligations | (817,041) |
Other current liabilities | (927,088) |
Total identifiable net assets | 16,641,701 |
Goodwill | $ 10,419,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses - Accounts Payable and Accrued Liabilities [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Accounts Payable and Accrued Expenses (Details) - Schedule of accounts payable and accrued expenses [Line Items] | ||
Accounts payable | $ 5,191,208 | $ 10,159,900 |
Accrued expenses | 12,926,403 | 7,132,747 |
Total | $ 18,117,611 | $ 17,292,647 |
Other Liabilities (Details) - S
Other Liabilities (Details) - Schedule of other liabilities - Other Liabilities [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Other Liabilities (Details) - Schedule of other liabilities [Line Items] | ||
Other Liabilities-State Beverage Container Deposit | $ 716,678 | $ 107,399 |
Total | $ 716,678 | $ 107,399 |
Bonds Payable (Details) - Sched
Bonds Payable (Details) - Schedule of bonds payable - USD ($) | Dec. 31, 2008 | Sep. 30, 2008 |
Bonds Payable (Details) - Schedule of bonds payable [Line Items] | ||
Total Bonds Payable | $ 8,634,279 | $ 9,540,007 |
Bonds Payable [Member] | ||
Bonds Payable (Details) - Schedule of bonds payable [Line Items] | ||
Total Bonds Payable | ||
Bonds Payable One [Member] | ||
Bonds Payable (Details) - Schedule of bonds payable [Line Items] | ||
Total Bonds Payable | ||
Bonds Payable Two [Member] | ||
Bonds Payable (Details) - Schedule of bonds payable [Line Items] | ||
Total Bonds Payable | ||
Bonds Payable Three [Member] | ||
Bonds Payable (Details) - Schedule of bonds payable [Line Items] | ||
Total Bonds Payable | $ 8,634,279 | $ 9,540,007 |
Bonds Payable (Details) - Sch_2
Bonds Payable (Details) - Schedule of bonds payable (Parentheticals) | 3 Months Ended |
Sep. 30, 2008USD ($) | |
Schedule of bonds payable [Abstract] | |
Bond maturity date. description | The Bonds are Euro-denominated, unregistered, and were issued on October 25, 2019 at an initial nominal amount of approximately $9.1 million, less discount and issuance costs of approximately $0.7 million. The Bonds accrue interest at a stated interest rate of 6.00% per annum, due semi-annually in arrears, with the first interest payment due on April 30, 2020. The maturity date of the Bonds is October 30, 2020 |
Amount of unamortized balance discount | $ 381,000 |
Amortization discount | 42,000 |
Bond issuance costs amount | 339,000 |
Amortization of bond discount | 188,000 |
Translation gain (loss) amount | 506,100 |
Original issuance discount | $ 399,628 |
Percentage of conversion of bonds | 50.00% |
Percentage of prepayment of bonds | 103.00% |
Related Party Transactions (Det
Related Party Transactions (Details) - CD Financial, LLC [Member] | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Related Party Transactions (Details) [Line Items] | |
Lease expiration | Currently, the lease expires on October 2020 with monthly rent of $12,826. |
Monthly rent expense | $ 12,826 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Sep. 16, 2020 | Aug. 25, 2020 | Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 |
Stockholders' Equity (Details) [Line Items] | |||||
Proceeds from options exercised | $ 2,296,343 | $ 224,083 | |||
Number of options exercised (in Shares) | 1,293 | ||||
Issuance of common stock shares (in Shares) | 1,437,909 | ||||
Private placement cash | $ 22,000,000 | ||||
Net proceeds from sale of common stock | $ 21,983,116 | $ 21,983,116 | $ 26,955,437 | ||
Private Placement [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Number of shares issued upon services (in Shares) | 7,986,110 | ||||
Gross proceeds | $ 28,749,996 | ||||
Commissions & fees | 1,585,000 | ||||
Expenses related to capital raise | 209,559 | ||||
Net proceeds from sale of common stock | $ 26,955,437 | ||||
2015 Stock Incentive Plan [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Number of option shares granted (in Shares) | 1,272,336 | 690,179 | |||
Proceeds from options exercised | $ 2,296,343 | $ 224,083 | |||
Number of options exercised (in Shares) | 875,576 | 245,584 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) | 1 Months Ended | 9 Months Ended | |||||
Apr. 30, 2015 | Jan. 18, 2007 | Sep. 30, 2020 | Sep. 30, 2019 | Feb. 28, 2015 | May 31, 2014 | Dec. 13, 2013 | |
Stock-Based Compensation (Details) [Line Items] | |||||||
Issued options shares | 880,000 | ||||||
Average share price (in dollars per share) (in Dollars per share) | $ 7.07 | ||||||
Unrecognized pre-tax non-cash compensation expense (in Dollars) | $ 6,786,000 | ||||||
Period unrecognized pre-tax non-cash compensation expense | 3 years | ||||||
Number of shares vested | 2,780,000 | ||||||
Unrecognized compensation expense (in Dollars) | $ 614,870 | ||||||
Equity Option [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Unrecognized pre-tax non-cash compensation expense (in Dollars) | $ 6,786,000 | ||||||
Period unrecognized pre-tax non-cash compensation expense | 3 years | ||||||
Maximum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Stock incentive plan, description | The Company used straight-line amortization of compensation expense over the two to nine-year requisite service or vesting period of the grant. | ||||||
General and Administrative Expense [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Non-cash compensation expense (in Dollars) | $ 4,719,000 | $ 3,354,295 | |||||
Stock Incentive Plan [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Plan expiration term | 10 years | ||||||
Stock Incentive Plan [Member] | Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Number of shares authorized | 4,250,000 | 3,500,000 | 2,500,000 | ||||
Stock Incentive Plan [Member] | Maximum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Number of shares authorized | 4,600,000 | 4,250,000 | 3,500,000 | ||||
2015 Stock Incentive Plan [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Number of shares authorized | 5,000,000 | ||||||
Stock incentive plan, description | In addition, there is a provision for an annual increase of 15% to the shares included under the plan, with the shares to be added on the first day of each calendar year, beginning on January 1, 2017. | ||||||
Number of shares available | 880,000 | ||||||
Issued options shares | 5,600,000 | ||||||
Average share price (in dollars per share) (in Dollars per share) | $ 4.08 | ||||||
Fair value of shares issued (in Dollars) | $ 94,200,000 | ||||||
Purchase of common shares | 495,274 | 1,680,000 | |||||
2015 Stock Incentive Plan [Member] | Minimum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Number of shares authorized | 4,600,000 | ||||||
2015 Stock Incentive Plan [Member] | Maximum [Member] | |||||||
Stock-Based Compensation (Details) [Line Items] | |||||||
Number of shares authorized | 5,100,000 |
Stock-Based Compensation (Det_2
Stock-Based Compensation (Details) - Schedule of black - scholes option-pricing model valuation assumption | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation (Details) - Schedule of black - scholes option-pricing model valuation assumption [Line Items] | ||
Forfeiture Rate | 0.00% | 0.00% |
Minimum [Member] | ||
Stock-Based Compensation (Details) - Schedule of black - scholes option-pricing model valuation assumption [Line Items] | ||
Expected volatility | 69.18% | 58.62% |
Expected term | 4 years 306 days | 4 years 7 days |
Risk-free interest rate | 0.23% | 1.79% |
Maximum [Member] | ||
Stock-Based Compensation (Details) - Schedule of black - scholes option-pricing model valuation assumption [Line Items] | ||
Expected volatility | 81.11% | 121.32% |
Expected term | 5 years | 5 years |
Risk-free interest rate | 1.39% | 2.72% |
Stock-Based Compensation (Det_3
Stock-Based Compensation (Details) - Schedule of outstanding stock options | 9 Months Ended |
Sep. 30, 2020USD ($)$ / sharesshares | |
Schedule of outstanding stock options [Abstract] | |
Balance at beginning | shares | 6,528 |
Balance at beginning | $ / shares | $ 3.55 |
Balance at beginning | $ | $ 8,978 |
Balance at beginning | 6 years 211 days |
Granted | shares | 495 |
Granted | $ / shares | $ 7.07 |
Exercised | shares | (1,293) |
Exercised | $ / shares | $ 2.40 |
Forfeiture and cancelled | shares | (141) |
Forfeiture and cancelled | $ / shares | $ 3.94 |
Balance at end | shares | 5,589 |
Balance at end | $ / shares | $ 4.08 |
Balance at end | $ | $ 94,174 |
Balance at end | 6 years 149 days |
Balance at beginning | shares | 2,785 |
Balance at end | $ / shares | $ 3.79 |
Stock-Based Compensation (Det_4
Stock-Based Compensation (Details) - Schedule of employee stock options outstanding - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding at end, Outstanding Options | 5,589 | |
Weighted Averaged Remaining Term, Outstanding Options | 6 years 149 days | |
Weighted Averaged Exercise Price, Outstanding Options | $ 4.08 | |
Number Exercisable ,Vested Options | 2,785 | |
Weighted Averaged Exercise Price ,Vested Options | $ 3.79 | |
Weighted Averaged Remaining Term ,Vested Options | 4 years 354 days | |
$0.20 - $0.53 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding at end, Outstanding Options | 130 | |
Weighted Averaged Remaining Term, Outstanding Options | 2 years 124 days | |
Weighted Averaged Exercise Price, Outstanding Options | $ 0.27 | |
Number Exercisable ,Vested Options | 130 | |
Weighted Averaged Exercise Price ,Vested Options | $ 0.27 | |
Weighted Averaged Remaining Term ,Vested Options | 2 years 124 days | |
$0.65 - $1.80 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding at end, Outstanding Options | 49 | |
Weighted Averaged Remaining Term, Outstanding Options | 4 years 54 days | |
Weighted Averaged Exercise Price, Outstanding Options | $ 1.05 | |
Number Exercisable ,Vested Options | 49 | |
Weighted Averaged Exercise Price ,Vested Options | $ 1.05 | |
Weighted Averaged Remaining Term ,Vested Options | 4 years 54 days | |
$1.83 - $2.84 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding at end, Outstanding Options | 258 | |
Weighted Averaged Remaining Term, Outstanding Options | 9 months | |
Weighted Averaged Exercise Price, Outstanding Options | $ 1.97 | |
Number Exercisable ,Vested Options | 258 | |
Weighted Averaged Exercise Price ,Vested Options | $ 1.97 | |
Weighted Averaged Remaining Term ,Vested Options | 9 months | |
$3.20 - $6.20 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding at end, Outstanding Options | 5,089 | |
Weighted Averaged Remaining Term, Outstanding Options | 6 years 288 days | |
Weighted Averaged Exercise Price, Outstanding Options | $ 4.19 | |
Number Exercisable ,Vested Options | 2,347 | |
Weighted Averaged Exercise Price ,Vested Options | $ 4.24 | |
Weighted Averaged Remaining Term ,Vested Options | 5 years 219 days | |
$7.20 - $22.00 [Member] | ||
Share-based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number Outstanding at end, Outstanding Options | 63 | |
Weighted Averaged Remaining Term, Outstanding Options | 9 years 211 days | |
Weighted Averaged Exercise Price, Outstanding Options | $ 14.53 | |
Number Exercisable ,Vested Options | 0 | |
Weighted Averaged Exercise Price ,Vested Options | $ 0 | |
Weighted Averaged Remaining Term ,Vested Options | 0 years |
Stock-Based Compensation (Det_5
Stock-Based Compensation (Details) - Schedule of restricted stock awards - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Schedule of restricted stock awards [Abstract] | ||
Unvested at beginning of period | 90,000 | 38,889 |
Unvested at beginning of period (in Dollars per share) | $ 3.23 | |
Restricted stock granted | 92,444 | |
Restricted stock granted (in Dollars per share) | $ 14.72 | |
Restricted stock vested | (18,582) | 8,333 |
Restricted stock vested (in Dollars per share) | $ 14.72 | |
Unvested at end of period | 163,862 | 30,556 |
Unvested at end of period (in Dollars per share) | $ 8.41 | $ 3.64 |