Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2019 | Nov. 11, 2019 | |
Document And Entity Information | ||
Entity Registrant Name | ChromaDex Corp. | |
Entity Central Index Key | 0001386570 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2019 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Is Entity's Reporting Status Current? | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding | 59,577,378 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2019 | |
Entity Interactive Data Current | Yes | |
Entity Incorporation State Country Code | DE | |
Entity File Number | 001-37752 | |
Title of 12b security | Common Stock, $0.001 par value per share | |
Entity Trading Symbol | CDXC | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Current Assets | ||
Cash, including restricted cash of $0.2 million and $0.2 million, respectively | $ 18,879 | $ 22,616 |
Trade receivables, net of allowances of $0.5 million and $0.5 million, respectively; receivables from related party: $1.9 million and $0.7 million, respectively | 5,953 | 4,359 |
Contract assets | 89 | 56 |
Receivable held at escrow, net of allowance of $0.2 million and $0.1 million, respectively | 553 | 677 |
Inventories | 9,820 | 8,249 |
Prepaid expenses and other assets | 1,071 | 577 |
Total current assets | 36,365 | 36,534 |
Leasehold improvements and equipment, net | 3,696 | 3,585 |
Intangible assets, net | 1,373 | 1,547 |
Right of use assets | 1,045 | 0 |
Other long-term assets | 660 | 566 |
Total assets | 43,139 | 42,232 |
Current Liabilities | ||
Accounts payable | 6,168 | 9,548 |
Accrued expenses | 3,693 | 4,444 |
Current maturities of operating lease obligations | 620 | 0 |
Current maturities of finance lease obligations | 281 | 173 |
Contract liabilities and customer deposits | 261 | 275 |
Total current liabilities | 11,023 | 14,440 |
Deferred revenue | 3,873 | 0 |
Operating lease obligations, less current maturities | 1,031 | 0 |
Finance lease obligations, less current maturities | 70 | 137 |
Deferred rent | 0 | 477 |
Total liabilities | 15,997 | 15,054 |
Commitments and contingencies | ||
Stockholders' Equity | ||
Common stock, $.001 par value; authorized 150,000 shares; issued and outstanding September 30, 2019 59,383 shares and December 31, 2018 55,089 shares | 59 | 55 |
Additional paid-in capital | 140,130 | 116,876 |
Accumulated deficit | (113,047) | (89,753) |
Total stockholders' equity | 27,142 | 27,178 |
Total liabilities and stockholders' equity | $ 43,139 | $ 42,232 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Restricted cash | $ 200 | $ 200 |
Trade receivables, allowances | 500 | 500 |
Receivables from related party | 1,900 | 700 |
Receivables held in escrow, allowances | $ 200 | $ 100 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in thousands) | 150,000 | 150,000 |
Common stock, shares, issued (in thousands) | 59,383 | 55,089 |
Common stock, shares, outstanding (in thousands) | 59,383 | 55,089 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Income Statement [Abstract] | |||||
Sales, net | $ 12,053 | $ 8,120 | $ 33,202 | $ 22,490 | |
Cost of sales | 5,304 | 3,759 | 14,898 | 11,146 | |
Gross profit | 6,749 | 4,361 | 18,304 | 11,344 | |
Operating expenses: | |||||
Sales and marketing | 4,626 | 4,837 | 13,108 | 11,879 | |
Research and development | 1,044 | 1,350 | 3,281 | 4,203 | |
General and administrative | 7,967 | 6,770 | 24,230 | 20,194 | |
Other | 0 | 0 | 125 | 0 | |
Operating expenses | 13,637 | 12,957 | 40,744 | 36,276 | |
Operating loss | (6,888) | (8,596) | (22,440) | (24,932) | |
Nonoperating expense: | |||||
Interest expense, net | (314) | (9) | (854) | (101) | |
Other | 0 | 0 | 0 | (65) | |
Nonoperating expense | (314) | (9) | (854) | (166) | |
Net loss | $ (7,202) | $ (8,605) | $ (23,294) | $ (25,098) | |
Basic and diluted loss per common share | $ (0.12) | $ (0.16) | $ (0.41) | $ (0.46) | |
Basic and diluted weighted average common shares outstanding (in thousands) | [1] | 57,658 | 55,068 | 56,182 | 54,940 |
[1] | Includes approximately 0.2 million and 0.2 million nonvested restricted stock for the periods ending September 30, 2010 a nd September 30, 2018, respectively, which are participating securities that feature voting and dividend rights. |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Total |
Beginning balance, shares (in thousands) at Dec. 30, 2017 | 54,697 | |||
Beginning balance, amount at Dec. 30, 2017 | $ 55 | $ 110,380 | $ (56,601) | $ 53,834 |
Adjustment to retained earnings: cumulative effect of initially applying ASC 606 | 164 | 164 | ||
Exercise of stock options, shares (in thousands) | 57 | |||
Exercise of stock options, amount | 255 | 255 | ||
Repurchase of common stock, shares (in thousands) | (75) | |||
Repurchase of common stock, amount | (404) | (404) | ||
Vested restricted stock, shares (in thousands) | 2 | |||
Vested restricted stock, amount | 0 | |||
Share-based compensation, amount | 1,258 | 1,258 | ||
Net loss | (8,443) | (8,443) | ||
Ending balance, shares (in thousands) at Mar. 31, 2018 | 54,681 | |||
Ending balance, amount at Mar. 31, 2018 | $ 55 | 111,489 | (64,880) | 46,664 |
Beginning balance, shares (in thousands) at Dec. 30, 2017 | 54,697 | |||
Beginning balance, amount at Dec. 30, 2017 | $ 55 | 110,380 | (56,601) | 53,834 |
Adjustment to retained earnings: cumulative effect of initially applying ASC 606 | 164 | |||
Repurchase of common stock, amount | (404) | |||
Share-based compensation, amount | 4,386 | |||
Net loss | (25,098) | |||
Ending balance, shares (in thousands) at Sep. 30, 2018 | 54,919 | |||
Ending balance, amount at Sep. 30, 2018 | $ 55 | 114,882 | (81,535) | 33,402 |
Beginning balance, shares (in thousands) at Mar. 31, 2018 | 54,681 | |||
Beginning balance, amount at Mar. 31, 2018 | $ 55 | 111,489 | (64,880) | 46,664 |
Exercise of stock options, shares (in thousands) | 22 | |||
Exercise of stock options, amount | 75 | 75 | ||
Share-based compensation, shares (in thousands) | 167 | |||
Share-based compensation, amount | 1,811 | 1,811 | ||
Net loss | (8,050) | (8,050) | ||
Ending balance, shares (in thousands) at Jun. 30, 2018 | 54,870 | |||
Ending balance, amount at Jun. 30, 2018 | $ 55 | 113,375 | (72,930) | 40,500 |
Exercise of stock options, shares (in thousands) | 49 | |||
Exercise of stock options, amount | 190 | 190 | ||
Share-based compensation, amount | 1,317 | 1,317 | ||
Net loss | (8,605) | (8,605) | ||
Ending balance, shares (in thousands) at Sep. 30, 2018 | 54,919 | |||
Ending balance, amount at Sep. 30, 2018 | $ 55 | 114,882 | (81,535) | 33,402 |
Beginning balance, shares (in thousands) at Dec. 31, 2018 | 55,089 | |||
Beginning balance, amount at Dec. 31, 2018 | $ 55 | 116,876 | (89,753) | 27,178 |
Exercise of stock options, shares (in thousands) | 65 | |||
Exercise of stock options, amount | 107 | 107 | ||
Share-based compensation, shares (in thousands) | 167 | |||
Share-based compensation, amount | 2,029 | 2,029 | ||
Net loss | (8,337) | (8,337) | ||
Ending balance, shares (in thousands) at Mar. 31, 2019 | 55,321 | |||
Ending balance, amount at Mar. 31, 2019 | $ 55 | 119,012 | (98,090) | 20,977 |
Beginning balance, shares (in thousands) at Dec. 31, 2018 | 55,089 | |||
Beginning balance, amount at Dec. 31, 2018 | $ 55 | 116,876 | (89,753) | 27,178 |
Adjustment to retained earnings: cumulative effect of initially applying ASC 606 | $ 0 | |||
Exercise of stock options, shares (in thousands) | 227 | |||
Repurchase of common stock, amount | $ 0 | |||
Share-based compensation, amount | 5,474 | |||
Net loss | (23,294) | |||
Ending balance, shares (in thousands) at Sep. 30, 2019 | 59,382 | |||
Ending balance, amount at Sep. 30, 2019 | $ 59 | 140,130 | (113,047) | 27,142 |
Beginning balance, shares (in thousands) at Mar. 31, 2019 | 55,321 | |||
Beginning balance, amount at Mar. 31, 2019 | $ 55 | 119,012 | (98,090) | 20,977 |
Exercise of stock options, shares (in thousands) | 63 | |||
Exercise of stock options, amount | 164 | 164 | ||
Share-based compensation, amount | 1,759 | 1,759 | ||
Net loss | (7,755) | (7,755) | ||
Ending balance, shares (in thousands) at Jun. 30, 2019 | 55,384 | |||
Ending balance, amount at Jun. 30, 2019 | $ 55 | 120,935 | (105,845) | 15,145 |
Issuance of common stock, net of offering costs, shares (in thousands) | 1,568 | |||
Issuance of common stock, net of offering costs, amount | $ 1 | 6,772 | 6,773 | |
Issuance of common stock for conversion of debt and accrued interest, shares (in thousands) | 2,267 | |||
Issuance of common stock for conversion of debt and accrued interest, amount | $ 2 | 10,121 | 10,123 | |
Debt discount to convertible notes | 282 | 282 | ||
Exercise of stock options, shares (in thousands) | 119 | |||
Exercise of stock options, amount | $ 1 | 334 | 335 | |
Exercise of warrants, shares (in thousands) | 44 | |||
Exercise of warrants, amount | 0 | |||
Share-based compensation, amount | 1,686 | 1,686 | ||
Net loss | (7,202) | (7,202) | ||
Ending balance, shares (in thousands) at Sep. 30, 2019 | 59,382 | |||
Ending balance, amount at Sep. 30, 2019 | $ 59 | $ 140,130 | $ (113,047) | $ 27,142 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2018 | |
Cash Flows From Operating Activities | ||
Net loss | $ (23,294) | $ (25,098) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation of leasehold improvements and equipment | 559 | 436 |
Amortization of intangibles | 184 | 175 |
Amortization of right of use assets | 423 | 0 |
Share-based compensation | 5,474 | 4,386 |
Allowance for doubtful trade receivables | (4) | (132) |
Loss from disposal of equipment | 0 | 1 |
Amortization of covertible notes issuance costs | 846 | 0 |
Non-cash financing costs | 123 | 70 |
Other non-cash expense | 0 | 65 |
Changes in operating assets and liabilities: | ||
Trade receivables | (1,590) | 697 |
Contract assets | (33) | (21) |
Inventories | (1,570) | (1,282) |
Prepaid expenses and other assets | (320) | (53) |
Accounts payable | (3,379) | 5,174 |
Accrued expenses | (619) | (58) |
Deferred revenue | 3,873 | 0 |
Customer deposits and other | (14) | (50) |
Principal payments on operating leases | (488) | 0 |
Deferred rent | 0 | 18 |
Due to officer | 0 | (100) |
Net cash used in operating activities | (19,829) | (15,772) |
Cash Flows From Investing Activities | ||
Purchases of leasehold improvements and equipment | (463) | (1,311) |
Purchases of intangible assets | (10) | (45) |
Investment in other long-term assets | (48) | 0 |
Net cash used in investing activities | (521) | (1,356) |
Cash Flows From Financing Activities | ||
Proceeds from issuance of common stock, net | 6,773 | 0 |
Proceeds from sale of convertible notes | 10,000 | 0 |
Payment of convertible notes issuance costs | (565) | 0 |
Payment of debt issuance cost | 0 | (19) |
Proceeds from exercise of stock options | 606 | 520 |
Repurchase of common stock | 0 | (404) |
Principal payments on finance leases | (201) | (144) |
Net cash provided by (used in) financing activities | 16,613 | (47) |
Net decrease in cash | (3,737) | (17,175) |
Cash, beginning of period, including restricted cash of $0.2 million for 2019 | 22,616 | 45,389 |
Cash, ending of period, including restricted cash $0.2 million for 2019 | 18,879 | 28,214 |
Supplemental Disclosures of Cash Flow Information | ||
Cash payments for interest on finance leases | 26 | 33 |
Supplemental Schedule of Noncash Operating Activity | ||
Adjustment to retained earnings - cumulative effect of initially applying ASC 606 | 0 | 164 |
Financing lease obligation incurred for prepayment of licensing fees | 99 | 0 |
Supplemental Schedule of Noncash Investing Activity | ||
Financing lease obligation incurred for purchase of software | 143 | 0 |
Operating lease obligation incurred for tenant improvement credit received | 64 | 0 |
Supplemental Schedule of Noncash Financing Activity | ||
Issuance of common stock for conversion of debt and accrued interest | $ 10,123 | $ 0 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Statement of Cash Flows [Abstract] | ||
Restricted cash | $ 200 | $ 200 |
Interim Financial Statements
Interim Financial Statements | 9 Months Ended |
Sep. 30, 2019 | |
Interim Financial Statements | |
Interim Financial Statements | The accompanying financial statements of ChromaDex Corporation and its wholly owned subsidiaries, ChromaDex, Inc., Healthspan Research, LLC, ChromaDex Analytics, Inc. and ChromaDex Asia Limited (collectively referred to herein as “ChromaDex” or the “Company” or, in the first person as “we”, “us” and “our”) include all adjustments, consisting of normal recurring adjustments and accruals, that, in the opinion of the management of the Company, are necessary for a fair presentation of the Company’s financial position as of September 30, 2019 and results of operations and cash flows for the three and nine months ended September 30, 2019 and September 30, 2018. These unaudited interim financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2018 appearing in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “Commission”) on March 7, 2019. Operating results for the nine months ended September 30, 2019 are not necessarily indicative of the results to be achieved for the full year ending on December 31, 2019. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates. The balance sheet at December 31, 2018 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. |
Nature of Business and Liquidit
Nature of Business and Liquidity | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Liquidity | Nature of business Liquidity The Company anticipates that its current cash, cash equivalents and cash to be generated from operations will be sufficient to meet its projected operating plans through at least the next twelve months from the issuance date of this report. The Company may, however, seek additional capital within the next twelve months, both to meet its projected operating plans within the next twelve months and/or to fund its longer-term strategic objectives. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Basis of presentation Recently adopted accounting standards Within the opening balances for the fiscal year beginning January 1, 2019, the Company recognized right of use assets of approximately $1.5 million and corresponding operating lease obligations liabilities of approximately $2.1 million which includes approximately $0.6 million deferred rent liability the Company previously recognized as of December 31, 2018. The Company determines if an arrangement is a lease at inception and classifies it as finance or operating. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term utilizing an estimated borrowing rate for a secured loan with a maturity corresponding to the remaining lease term. Leases primarily consist of real property and laboratory equipment. Effective the first day of our fiscal year 2019, the Company adopted Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480);Derivatives and Hedging (Topic 815) |
Earnings Per Share Applicable t
Earnings Per Share Applicable to Common Stockholders | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share Applicable to Common Stockholders | The following table sets forth the computations of earnings per share amounts applicable to common stockholders for the three and nine months ended September 30, 2019 and September 30, 2018: Three Months Ended Nine Months Ended (In thousands, except per share data) Sep. 30, 2019 Sep. 30, 2018 Sep. 30, 2019 Sep. 30, 2018 Net loss $ (7,202 ) $ (8,605 ) $ (23,294 ) $ (25,098 ) Basic and diluted loss per common share $ (0.12 ) $ (0.16 ) $ (0.41 ) $ (0.46 ) Basic and diluted weighted average common shares outstanding (1): 57,658 55,068 56,182 54,940 Potentially dilutive securities (2): Stock options 10,787 8,536 10,787 8,536 Warrants — 470 — 470 (1) Includes approximately 0.2 million and 0.2 million nonvested restricted stock for the periods ending September 30, 2010 a nd September 30, 2018, respectively, which are participating securities that feature voting and dividend rights. (2) Excluded from the computation of loss per share as their impact is antidilutive. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Sale of consumer Net sales Three months ended Sep. 30, 2019 Net sales Nine months ended Sep. 30, 2019 Net sales Three months ended Sep. 30, 2018 Net sales Nine months ended Sep. 30, 2018 Trade receivable at Sep. 30, 2019 Trade receivable at Dec. 31, 2018 A.S. Watson Group $2.3 million $5.5 million $0.7 million $1.8 million $1.9 million $0.7 million Horizon Ventures - - - $0.4 million - - Total $2.3 million $5.5 million $0.7 million $2.2 million $1.9 million $0.7 million * A.S. Watson Group and Horizon Ventures are related parties through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | The amounts of major classes of inventory as of September 30, 2019 and December 31, 2018 are as follows: (In thousands) Sep. 30, 2019 Dec. 31, 2018 Bulk ingredients $ 1,691 $ 2,385 Reference standards 760 848 Consumer Products - Finished Goods 3,287 2,450 Consumer Products - Work in Process 4,244 2,794 9,982 8,477 Less valuation allowance (162 ) (228 ) $ 9,820 $ 8,249 |
Stock Issuance and Conversion o
Stock Issuance and Conversion of Convertible Notes | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
Stock Issuance and Conversion of Convertible Notes | Stock Issuance On August 13, 2019, the Company entered into a Securities Purchase Agreement with certain purchasers named therein, pursuant to which the Company agreed to sell and issue an aggregate of $7.0 million of the Company’s Common Stock, par value $0.001 per share at a purchase price of $4.465 per share (the “Financing”). On August 15, 2019, the Company closed the Financing and issued approximately 1.6 million shares of its Common Stock. The Company received proceeds of $6.8 million, net of offering costs. Conversion of Convertible Notes On May 17, 2019, the Company closed a financing transaction and issued convertible promissory notes (the “Notes”) in the aggregate principal amount of $10.0 million to Winsave Resources Limited and Pioneer Step Holdings Limited. The maturity date of the Notes was originally July 1, 2019 and was subsequently extended to August 15, 2019. The Notes accrued interest at a rate of 5.0% per annum for a total of approximately $123,000 through the maturity date. On the maturity date, the Notes automatically converted into approximately 2.3 million shares of the Company’s common stock at a price of $4.465 per share. Summary of Convertible Notes Description Modified Original Extended Maturity Date Original Maturity Date Amount (in thousands) Principal $ 4.465 $ 4.590 August 15, 2019 July 1, 2019 $ 10,000 Interest at a rate of 5.0% per annum 123 Total Amount Converted for 2.3 million shares $ 10,123 Debt Discount - Issuance costs 565 Debt Discount - Down round feature 282 Total Debt Discount recognized as Interest Expense $ 847 * The conversion price has a down round feature. The original conversion price of $4.59 was lowered to $4.465 due to the Financing. Debt Issuance Costs In connection with the issuance of the Notes, the Company incurred issuance costs of approximately $565,000. The issuance costs were recorded as a debt discount and were amortized as interest expense using the effective interest method over the original term of 45 days. Down Round Feature The Notes had adjustments which meet the definition of a down round feature per ASU 2017-11. Pursuant to the terms of the Notes, the conversion price per share was adjusted downward from $4.59 to $4.465 as the Company closed the Financing on the Maturity Date. As allowed under ASU 2017-11, the Company excluded such down round feature when determining whether the instrument is indexed to the entity’s own stock and did not bifurcate the down round feature from the loan host. In accordance with ASU 2017-11, the Company recognized the value of the triggered down round as a beneficial conversion discount to earnings. The Note purchasers obtained approximately additional 62,000 shares of the Company’s common stock due to the down round feature with an incremental intrinsic value of approximately $282,000. This amount was initially recognized as debt discount and was amortized as interest expense. Along with the issuance cost of the Notes, the Company recorded a total of approximately $0.3 million and $0.8 million as interest expense in amortization of debt discounts during the three and nine months ended September 30, 2019, respectively. Debt Modification On June 30, 2019, the Company and the Purchasers entered into an Omnibus Amendment to the Purchase Agreement and the Notes to (i) remove the restriction on the Company issuing Common Stock during the Restricted Period (as defined in the Purchase Agreement) and (ii) amend the Notes to extend the Maturity Date 45 days from July 1, 2019 to August 15, 2019. The amendment to extend the Maturity Date for another 45 days to August 15, 2019 was recognized as a modification of the Notes. |
Deferred Revenue
Deferred Revenue | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Revenue [Abstract] | |
Deferred Revenue | In December 2018, the Company entered into a supply agreement with Nestec Ltd. (“Nestlé”), pursuant to which Nestlé is our exclusive customer for NIAGEN® for human use in the (i) medical nutritional and (ii) functional food and beverage categories in certain territories. As consideration for the rights granted to Nestlé, the Company received an upfront fee of $4 million in January 2019. We determined that the $4 million upfront fee is treated as advance payment for future goods or services and to utilize the output method to recognize the upfront fee as revenue as the product is delivered to Nestlé. In utilizing the output method, the Company estimated total delivery volume to Nestlé over the course of the supply agreement. Revenue recognized from deferred revenue was as follows: Three months ending Nine months ending At (In thousands) Sep. 30, 2019 Sep. 30, 2019 Sep. 30, 2019 Revenue recognized from deferred revenue $ - $ 127 Deferred Revenue Balance $ 3,873 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Operating Leases As of September 30, 2019, the Company had operating lease assets in right of use assets of approximately $1.0 million and corresponding operating lease liabilities of approximately $1.7 million. For the three and nine months ended September 30, 2019, following were expenses incurred in connection with our operating leases: For the Three Months Ended Sep. 30, 2019 For the Nine Months Ended Sep. 30, 2019 Operating leases Operating lease expense $ 180 $ 540 Variable lease expense 61 183 Operating lease expense 241 722 Short-term lease rent expense 4 7 Total expense $ 245 $ 729 At Sep. 30, 2019 Weighted-average remaining lease term (years) – operating leases 1.9 Weighted-average discount rate – operating leases 8.0 % Minimum future lease payments under operating leases as of September 30, 2019 are as follows: (In thousands) Three months ending December 31, 2019 $ 180 Year Ending December 31, 2020 736 Year Ending December 31, 2021 629 Year Ending December 31, 2022 138 Year Ending December 31, 2023 143 Thereafter 25 Total 1,851 Less present value discount 200 Operating lease liabilities 1,651 Less current portion 620 Long-term obligations under operating leases $ 1,031 Finance Leases As of September 30, 2019, the Company had finance lease assets in equipment assets of approximately $0.7 million and corresponding finance lease liabilities of approximately $0.4 million. For the three and nine months ended September 30, 2019 and September 30, 2018, following were expenses incurred in connection with our finance leases: (In thousands) For the Three Months Ended Sep. 30, 2019 For the Three Months Ended Sep. 30, 2018 For the Nine Months Ended Sep. 30, 2019 For the Nine Months Ended Sep. 30, 2018 Finance leases Amortization of equipment assets $ 19 $ 22 $ 56 $ 65 Interest on lease liabilities 8 11 26 33 Total expenses $ 27 $ 33 $ 82 $ 98 At Sep. 30, 2019 Weighted-average remaining lease term (years) – finance leases 1.1 Weighted-average discount rate – finance leases 8.9 % Minimum future lease payments under finance leases as of September 30, 2019 are as follows: (In thousands) Three months ending December 31, 2019 $ 82 Year Ending December 31, 2020 272 Year Ending December 31, 2021 18 Total 372 Less present value discount 21 Finance lease liabilities 351 Less current portion 281 Long-term obligations under finance leases $ 70 |
Contract Assets and Contract Li
Contract Assets and Contract Liabilities | 9 Months Ended |
Sep. 30, 2019 | |
Contract with Customer, Asset and Liability [Abstract] | |
Contract Assets and Contract Liabilities | Our contract assets consist of unbilled amounts typically resulting from sales under contracts when the cost-to-cost method of revenue recognition is utilized and revenue recognized exceeds the amount billed to the customer. Our contract liabilities consist of advance payments and billings in excess of costs incurred and deferred revenue. Net contract assets (liabilities) consisted of the following: (In thousands) Dec. 31,2018 Reductions(1) Additions(2) Sep. 30,2019 Contract Assets $ 56 $ (276 ) $ 309 $ 89 Contract Liabilities - Open Projects (3) 101 (220 ) 250 131 Contract Liabilities - Other Customer Deposits (4) 174 (91 ) 47 130 Net Contract Assets (Liabilities) $ (219 ) $ 35 $ 12 $ (172 ) (1) For contract assets, the amount represents amount billed to the customer. For contract liabilities, the amount represents reductions for revenue recognized. (2) For contract assets, the amount represents revenue recognized during the period using the cost-to-cost method. For contract liabilities, the amount represents advance payments received during the period. (3) Contract liablities from ongoing consulting projects. (4) Other customer deposts include payments received for orders not fulfilled and other advance payments. In the three and nine months ended September 30, 2019, we recognized revenue of approximately $19,000 and $138,000 related to our contract liabilities at the beginning of the fiscal year 2019. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Share-Based Compensation | Equity Plans On June 20, 2017, the stockholders of the Company approved the ChromaDex Corporation 2017 Equity Incentive Plan (the "2017 Plan"). The Company's Board of Directors amended the 2017 Plan in January 2018 and the stockholders of the Company approved an amendment to the 2017 Plan on June 22, 2018. The 2017 Plan is the successor to the ChromaDex Corporation Second Amended and Restated 2007 Equity Incentive Plan (the "2007 Plan"). As of September 30, 2019, under the 2017 Plan, the Company is authorized to issue shares subject to awards that total no more than the sum of (i) 9,000,000 new shares, (ii) approximately 384,000 unallocated shares remaining available for the grant of new awards under the 2007 Plan, (iii) any returning shares from the 2007 Plan or the 2017 Plan, such as forfeited, cancelled, or expired shares and (iv) 500,000 shares pursuant to an inducement award. The remaining number of shares available for issuance under the 2017 Plan totaled approximately 2.8 million shares at September 30, 2019. Service Period Based Stock Options The following table summarizes activity of service period-based stock options at September 30, 2019 and changes during the nine months then ended (in thousands except per-share data and remaining contractual term): Weighted Average Remaining Aggregate Number of Exercise Contractual Fair Intrinsic Shares Price Term (Years) Value Value Outstanding at Dec. 31, 2018 8,023 $ 3.75 7.1 Options Granted 2,399 4.07 9.8 $ 2.48 Options Exercised (227 ) 2.50 $ 403 Options Forfeited (451 ) 3.75 Options Expired (4 ) 4.50 Outstanding at Sept. 30, 2019 9,740 $ 3.86 7.1 $ 3,990 * Exercisable at Sept. 30, 2019 5,621 $ 3.72 5.6 $ 3,135 * *The aggregate intrinsic values in the table above are based on the Company’s stock price of $3.94, which is the closing price of the Company’s stock on the last day of business for the period ended September 30, 2019. The fair value of the Company’s stock options was estimated at the date of grant using the Black-Scholes option pricing model. The table below outlines the weighted average assumptions for options granted during the nine months ended September 30, 2019. Nine months Ended September 30, 2019 Expected term 6 years Expected volatility 67 % Risk-free rate 2 % Expected dividends 0 % As of September 30, 2019, there was approximately $9.9 million of total unrecognized compensation expense related to non-vested share-based compensation arrangements granted under the plans for employee stock options. That cost is expected to be recognized over a weighted average period of 2 years. Performance Stock Award On March 13, 2019, the Compensation Committee of the Board of Directors of the Company approved a grant of 166,666 shares of fully-vested restricted stock to Robert Fried, the Company's Chief Executive Officer. The shares were granted pursuant to his amended employment agreement, which provided for the restricted stock grant upon the achievement of certain performance goals. The expense for the awarded shares was approximately $0.7 million and was recognized during the first quarter of 2019. Share-Based Compensation Share-based compensation expense was as follows: Three months ending Nine months ending (In thousands) Sep. 30, 2019 Sep. 30, 2018 Sep. 30, 2019 Sep. 30, 2018 Share-based compensation expense Cost of sales $ 34 $ 19 $ 94 $ 63 Sales and marketing 215 105 479 235 Research and development 139 105 389 257 General and administrative 1,298 1,088 4,512 3,831 Total $ 1,686 $ 1,317 $ 5,474 $ 4,386 |
Business Segments
Business Segments | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Business Segments | The Company has the following three reportable segments for the three- and nine-month periods ended September 30, 2019: ● Consumer products segment: provides finished dietary supplement products that contain the Company's proprietary ingredients directly to consumers as well as to distributors. ● Ingredients segment: develops and commercializes proprietary-based ingredient technologies and supplies these ingredients as raw materials to the manufacturers of consumer products. ● Analytical reference standards and services segment: includes (i) supply of phytochemical reference standards, (ii) scientific and regulatory consulting and (iii) other research and development services. The “Corporate and other” classification includes corporate items not allocated by the Company to each reportable segment. Further, there are no intersegment sales that require elimination. The Company evaluates performance and allocates resources based on reviewing gross margin by reportable segment. Three months ended September 30, 2019 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 9,725 $ 1,239 $ 1,089 $ - $ 12,053 Cost of sales 3,901 614 789 - 5,304 Gross profit 5,824 625 300 - 6,749 Operating expenses: Sales and marketing 4,451 45 130 - 4,626 Research and development 910 134 - - 1,044 General and administrative - - - 7,967 7,967 Operating expenses 5,361 179 130 7,967 13,637 Operating income (loss) $ 463 $ 446 $ 170 $ (7,967 ) $ (6,888 ) Three months ended September 30, 2018 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 5,225 $ 1,859 $ 1,036 $ - $ 8,120 Cost of sales 1,975 955 829 - 3,759 Gross profit 3,250 904 207 - 4,361 Operating expenses: Sales and marketing 4,597 75 165 - 4,837 Research and development 1,113 237 - - 1,350 General and administrative - - - 6,770 6,770 Operating expenses 5,710 312 165 6,770 12,957 Operating income (loss) $ (2,460 ) $ 592 $ 42 $ (6,770 ) $ (8,596 ) Nine months ended Consumer Analytical Reference September 30, 2019 Products Ingredients Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 25,923 $ 4,120 $ 3,159 $ - $ 33,202 Cost of sales 10,491 2,068 2,339 - 14,898 Gross profit 15,432 2,052 820 - 18,304 Operating expenses: Sales and marketing 12,440 236 432 - 13,108 Research and development 2,754 527 - - 3,281 General and administrative - - - 24,230 24,230 Other - - - 125 125 Operating expenses 15,194 763 432 24,355 40,744 Operating income (loss) $ 238 $ 1,289 $ 388 $ (24,355 ) $ (22,440 ) Nine months ended September 30, 2018 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 11,988 $ 7,106 $ 3,396 $ - $ 22,490 Cost of sales 4,653 3,988 2,505 - 11,146 Gross profit 7,335 3,118 891 - 11,344 Operating expenses: Sales and marketing 10,681 647 551 - 11,879 Research and development 2,790 1,413 - - 4,203 General and administrative - - - 20,194 20,194 Operating expenses 13,471 2,060 551 20,194 36,276 Operating income (loss) $ (6,136 ) $ 1,058 $ 340 $ (20,194 ) $ (24,932 ) At September 30, 2019 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Total assets $ 11,315 $ 4,742 $ 1,180 $ 25,902 $ 43,139 At December 31, 2018 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Total assets $ 7,407 $ 5,412 $ 1,213 $ 28,200 $ 42,232 Disaggregation of revenue We disaggregate our revenue from contracts with customers by type of goods or services for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Three Months Ended September 30, 2019 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total TRU NIAGEN®, Consumer Product $ 9,725 $ - $ - $ 9,725 NIAGEN® Ingredient - 731 - 731 Subtotal NIAGEN Related $ 9,725 $ 731 $ - $ 10,456 Other Ingredients - 508 - 508 Reference Standards - - 764 764 Consulting and Other - - 325 325 Subtotal Other Goods and Services $ - $ 508 $ 1,089 $ 1,597 Total Net Sales $ 9,725 $ 1,239 $ 1,089 $ 12,053 Three Months Ended September 30, 2018 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total TRU NIAGEN®, Consumer Product $ 5,225 $ - $ - $ 5,225 NIAGEN® Ingredient - 1,007 - 1,007 Subtotal NIAGEN Related $ 5,225 $ 1,007 $ - $ 6,232 Other Ingredients - 852 - 852 Reference Standards - - 790 790 Consulting and Other - - 246 246 Subtotal Other Goods and Services $ - $ 852 $ 1,036 $ 1,888 Total Net Sales $ 5,225 $ 1,859 $ 1,036 $ 8,120 Nine Months Ended September 30, 2019 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total TRU NIAGEN®, Consumer Product $ 25,923 $ - $ - $ 25,923 NIAGEN® Ingredient - 2,921 - 2,921 Subtotal NIAGEN Related $ 25,923 $ 2,921 $ - $ 28,844 Other Ingredients - 1,199 - 1,199 Reference Standards - - 2,311 2,311 Consulting and Other - - 848 848 Subtotal Other Goods and Services $ - $ 1,199 $ 3,159 $ 4,358 Total Net Sales $ 25,923 $ 4,120 $ 3,159 $ 33,202 Nine Months Ended September 30, 2018 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standard sand Services Segment Total TRU NIAGEN®, Consumer Product $ 11,988 $ - $ - $ 11,988 NIAGEN® Ingredient - 4,204 - 4,204 Subtotal NIAGEN Related $ 11,988 $ 4,204 $ - $ 16,192 Other Ingredients - 2,902 - 2,902 Reference Standards - - 2,529 2,529 Consulting and Other - - 867 867 Subtotal Other Goods and Services $ - $ 2,902 $ 3,396 $ 6,298 Total Net Sales $ 11,988 $ 7,106 $ 3,396 $ 22,490 Disclosure of major customers Major customers who accounted for more than 10% of the Company’s total sales were as follows: Three months ended Nine months ended Major Customers Sep. 30, 2019 Sep. 30, 2018 Sep. 30, 2019 Sep. 30, 2018 A.S. Watson Group - Related Party 18.8 % * 16.5 % * Life Extension * 11.8 % * 11.6 % * Represents less than 10%. Major accounts which had more than 10% of the Company’s total trade receivables were as follows: Percentage of the Company's Total Trade Receivables Major Accounts At September 30, 2019 At December 31, 2018 A.S. Watson Group - Related Party 32.1 % 15.9 % Elysium Health (1) 37.5 % 51.2 % (1) There is ongoing litigation with Elysium Health |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Legal proceedings - Elysium Health, LLC (A) California Action On December 29, 2016, ChromaDex, Inc. filed a complaint in the United States District Court for the Central District of California, naming Elysium Health, Inc. (together with Elysium Health, LLC, “Elysium”) as defendant (the “Complaint”). On January 25, 2017, Elysium filed an answer and counterclaims in response to the Complaint (together with the Complaint, the “California Action”). Over the course of the California Action, the parties have each filed amended pleadings several times and have each engaged in several rounds of motions to dismiss and one round of motion for judgment on the pleadings with respect to various claims. Most recently, on November 27, 2018, ChromaDex, Inc. filed a fifth amended complaint that added an individual, Mark Morris, as a defendant. Elysium and Morris (“the Defendants”) moved to dismiss on December 21, 2018. The court denied Defendants’ motion on February 4, 2019. Following the court’s February 4, 2019 order, the claims that ChromaDex, Inc. presently asserts in the California Action, among other allegations, are that (i) Elysium breached the Supply Agreement, dated June 26, 2014, by and between ChromaDex, Inc. and Elysium (the “pTeroPure® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of pTeroPure® and by improper disclosure of confidential ChromaDex, Inc. information pursuant to the pTeroPure® Supply Agreement, (ii) Elysium breached the Supply Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium, as amended (the “NIAGEN® Supply Agreement”), by failing to make payments to ChromaDex, Inc. for purchases of NIAGEN® and by improper disclosure of confidential ChromaDex, Inc. information pursuant to the NIAGEN® Supply Agreement, (iii) Defendants willfully and maliciously misappropriated ChromaDex, Inc. trade secrets concerning its ingredient sales business under both the California Uniform Trade Secrets Act and the Federal Defend Trade Secrets Act, (iv) Morris breached two confidentiality agreements he signed by improperly stealing confidential ChromaDex, Inc. documents and information, (v) Morris breached his fiduciary duty to ChromaDex, Inc. by lying to and competing with ChromaDex, Inc. while still employed there, and (vi) Elysium aided and abetted Morris’s breach of fiduciary duty. ChromaDex, Inc. is seeking damages and interest for Elysium’s alleged breaches of the NIAGEN® Supply Agreement and pTeroPure® Supply Agreement and Morris’s alleged breaches of his confidentiality agreements, compensatory damages and interest, punitive damages, injunctive relief, and attorney’s fees for Defendants’ alleged willful and malicious misappropriation of ChromaDex, Inc.’s trade secrets, and compensatory damages and interest, disgorgement of all benefits received, and punitive damages for Morris’s alleged breach of his fiduciary duty and Elysium’s aiding and abetting of that alleged breach. Defendants filed their answer to ChromaDex, Inc.'s fifth amended complaint on February 19, 2019. Among other allegations, the claims that Elysium presently alleges in the California Action are that (i) ChromaDex, Inc. breached the NIAGEN® Supply Agreement by not issuing certain refunds or credits to Elysium, by not supplying NIAGEN® manufactured according to the defined standard, by distributing the NIAGEN® product specifications attached to the parties’ agreement to other customers, and by failing to provide Elysium with information concerning the quality and identity of NIAGEN® pursuant to the NIAGEN® Supply Agreement, (ii) ChromaDex, Inc. breached the implied covenant of good faith and fair dealing pursuant to the NIAGEN® Supply Agreement, (iii) ChromaDex, Inc. fraudulently induced Elysium into entering into the Trademark License and Royalty Agreement, dated February 3, 2014, by and between ChromaDex, Inc. and Elysium (the “License Agreement”), (iv) ChromaDex, Inc.’s conduct constitutes misuse of its patent rights, and (v) ChromaDex, Inc. was unjustly enriched by the royalties Elysium paid pursuant to the License Agreement. Elysium is seeking damages for ChromaDex, Inc.’s alleged breaches of the NIAGEN® Supply Agreement and pTeroPure® Supply Agreement, and compensatory damages, punitive damages, and/or rescission of the License Agreement and restitution of any royalty payments conveyed by Elysium pursuant to the License Agreement, and a declaratory judgment that ChromaDex, Inc. has engaged in patent misuse. ChromaDex, Inc. filed an answer to Elysium’s restated counterclaims on March 5, 2019. Discovery closed on August 9, 2019. On August 16, 2019, the parties filed motions for partial summary judgment as to certain claims and counterclaims. The parties filed opposition briefs on August 28, 2019, and reply briefs on September 4, 2019. On October 9, 2019, among other things, the court vacated the previously scheduled trial date, ordered supplemental briefing with respect to certain issues related to summary judgment, and set the hearing on the parties’ motions for summary judgment for January 13, 2020. (B) Patent Office Proceedings On July 17, 2017, Elysium filed petitions with the U.S. Patent and Trademark Office for inter partes inter partes inter partes inter partes inter partes (C) Southern District of New York Action On September 27, 2017, Elysium Health Inc. ("Elysium Health") filed a complaint in the United States District Court for the Southern District of New York, against ChromaDex, Inc. (the “Elysium SDNY Complaint”). Elysium Health alleges in the Elysium SDNY Complaint that ChromaDex, Inc. made false and misleading statements in a citizen petition to the Food and Drug Administration it filed on or about August 18, 2017. Among other allegations, Elysium Health avers that the citizen petition made Elysium Health’s product appear dangerous, while casting ChromaDex, Inc.’s own product as safe. The Elysium SDNY Complaint asserts four claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. § 1125(a); (ii) trade libel; (iii) deceptive business practices under New York General Business Law § 349; and (iv) tortious interference with prospective economic relations. ChromaDex, Inc. denies the claims in the Elysium SDNY Complaint and intends to defend against them vigorously. On October 26, 2017, ChromaDex, Inc. moved to dismiss the Elysium SDNY Complaint on the grounds that, inter alia, its statements in the citizen petition are immune from liability under the Noerr-Pennington Doctrine, the litigation privilege, and New York’s Anti-SLAPP statute, and that the Elysium SDNY Complaint failed to state a claim. Elysium Health opposed the motion on November 2, 2017. ChromaDex, Inc. filed its reply on November 9, 2017. On October 26, 2017, ChromaDex, Inc. filed a complaint in the United States District Court for the Southern District of New York against Elysium Health (the “ChromaDex SDNY Complaint”). ChromaDex, Inc. alleges that Elysium Health made material false and misleading statements to consumers in the promotion, marketing, and sale of its health supplement product, Basis, and asserts five claims for relief: (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); (iii) deceptive practices under New York General Business Law § 349; (iv) deceptive practices under New York General Business Law § 350; and (v) tortious interference with prospective economic advantage. On November 16, 2017, Elysium Health moved to dismiss for failure to state a claim. ChromaDex, Inc. opposed the motion on November 30, 2017 and Elysium Health filed a reply on December 7, 2017. On November 3, 2017, the Court consolidated the Elysium SDNY Complaint and the ChromaDex SDNY Complaint actions under the caption In re Elysium Health-ChromaDex Litigation, 17-cv-7394, and stayed discovery in the consolidated action pending a Court-ordered mediation. The mediation was unsuccessful. On September 27, 2018, the Court issued a combined ruling on both parties’ motions to dismiss. For ChromaDex’s motion to dismiss, the Court converted the part of the motion on the issue of whether the citizen petition is immune under the Noerr-Pennington Doctrine into a motion for summary judgment, and requested supplemental evidence from both parties, which were submitted on October 29, 2018. The Court otherwise denied the motion to dismiss. On January 3, 2019, the Court granted ChromaDex, Inc.’s motion for summary judgment under the Noerr-Pennington Doctrine and dismissed all claims in the Elysium SDNY Complaint. Elysium moved for reconsideration on January 17, 2019. The Court denied Elysium’s motion for reconsideration on February 6, 2019, and issued an amended final order granting ChromaDex, Inc.’s motion for summary judgment as on February 7, 2019. The Court granted in part and denied in part Elysium’s motion to dismiss, sustaining three grounds for ChromaDex’s Lanham Act claims while dismissing two others, sustaining the claim under New York General Business Law § 349, and dismissing the claims under New York General Business Law § 350 and for tortious interference. Elysium filed an answer and counterclaims on October 10, 2018, alleging claims for (i) false advertising under the Lanham Act, 15 U.S.C. §1125(a); (ii) unfair competition under 15 U.S.C. § 1125(a); and (iii) deceptive practices under New York General Business Law § 349. ChromaDex answered Elysium’s counterclaims on November 2, 2018. ChromaDex, Inc. filed an amended complaint on March 27, 2019, adding new claims against Elysium Health for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On April 10, 2019, Elysium Health answered the amended complaint and filed amended counterclaims, also adding new claims against ChromaDex, Inc. for false advertising and unfair competition under the Lanham Act, 15 U.S.C. § 1125(a). On July 1, 2019, Elysium Health filed further amended counterclaims, adding new claims under the Copyright Act §§ 106 & 501. The parties are currently in discovery. The Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to the legal proceedings discussed herein. As of September 30, 2019, ChromaDex, Inc. did not accrue a potential loss for the California Action or the Elysium SDNY Complaint because ChromaDex, Inc. believes that the allegations are without merit and thus it is not probable that a liability has been incurred. (D) Delaware – Patent Infringement Action On September 17, 2018, ChromaDex, Inc. and Trustees of Dartmouth College filed a patent infringement complaint in the United States District Court for the District of Delaware against Elysium Health, Inc. The complaint alleges that Elysium’s BASIS® dietary supplement violates U.S. Patents 8,197,807 (the “’807 Patent”) and 8,383,086 (the “’086 Patent”) that comprise compositions containing isolated nicotinamide riboside held by Dartmouth and licensed exclusively to ChromaDex, Inc. On October 23, 2018, Elysium filed an answer to the complaint. The answer asserts various affirmative defenses and denies that Plaintiffs are entitled to any relief. On November 7, 2018, Elysium filed a motion to stay the patent infringement proceedings pending resolution of (1) the inter partes inter partes Legal proceedings – Covance Laboratories Inc. On January 10, 2019, Covance Laboratories Inc. (“Covance”) filed a complaint in the United States District Court for the District of Delaware against ChromaDex, Inc. and ChromaDex Analytics, Inc. (collectively “ChromaDex”). The complaint alleges that ChromaDex breached an Asset Purchase Agreement (“APA”), dated August 21, 2017, between Covance and ChromaDex in which Covance purchased certain assets related to ChromaDex’s Lab Business for $7,500,000. Specifically, the complaint alleges that ChromaDex failed to deliver to Covance its entire ComplyID library. On February 4, 2019, ChromaDex filed an answer to the complaint. The answer asserts various affirmative defenses and denies that Covance is entitled to any relief. On October 24, 2019, the parties entered into a settlement agreement. Legal proceedings – Utah Lanham Act Action On March 6, 2019, Novex Biotech LLC (“Novex”) filed an action in the Third Judicial District Court County of Salt Lake, State of Utah against ChromaDex, Inc. and 10 fictional defendants. The complaint alleges that Novex markets a dietary supplement, Oxydrene Elite, that competes with ChromaDex’s product, TRU NIAGEN. The complaint further alleges that ChromaDex, Inc. has violated the Lanham Act by making false or misleading claims for TRU NIAGEN. Novex is seeking an injunction and damages for the competitive harm it alleges to have suffered. ChromaDex, Inc. timely removed the action to federal court in the District of Utah. ChromaDex answered the complaint and also filed counterclaims against Novex under the Lanham Act and California state law. ChromaDex’s counterclaims allege that Novex has falsely advertised its product called Oxydrene. Novex moved to dismiss the counterclaims and ChromaDex has opposed this motion. Discovery in the case is ongoing and no hearing has been set for Novex’s motion to dismiss. The Company is unable to predict the outcome of this matter and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to the legal proceedings discussed herein. As of September 30, 2019, ChromaDex, Inc. did not accrue a potential loss for the Utah Lanham Act action because ChromaDex, Inc. believes that the allegations are without merit and thus it is not probable that a liability has been incurred. From time to time we are involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent to the nine months ended September 30, 2019, the Company entered into a business financing agreement with Western Alliance Bank (the “Credit Agreement”), in order to establish a formula based revolving credit line pursuant to which the Company may borrow an aggregate principal amount of up to $7.0 million, subject to the terms and conditions of the Credit Agreement. The interest rate will be calculated at a floating rate per month equal to (a) the greater of (i) 4.75% per year or (ii) the Prima Rate published by The Wall Street Journal, plus (b) 1.50 percentage points, plus an additional 5.00 percentage points during any period that an event of default has occurred and is continuing. The Company’s obligations under the Credit Agreement are secured by a security interest in substantially all of the Company’s current and future personal property assets, including intellectual property. Any borrowings, interest or other fees or obligations that the Company owes will become due and payable on November 12, 2021. The Credit Agreement includes quick ratio and minimum liquidity financial covenants. The Company is also subject to a number of affirmative and restrictive covenants, including covenants regarding delivery of financial statements, maintenance of inventory, payment of taxes, maintenance of insurance, dispositions of property, business combinations or acquisitions and incurrence of additional indebtedness, among other customary covenants. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
Recently adopted accounting standards | Recently adopted accounting standards Within the opening balances for the fiscal year beginning January 1, 2019, the Company recognized right of use assets of approximately $1.5 million and corresponding operating lease obligations liabilities of approximately $2.1 million which includes approximately $0.6 million deferred rent liability the Company previously recognized as of December 31, 2018. The Company determines if an arrangement is a lease at inception and classifies it as finance or operating. Leased assets and corresponding liabilities are recognized based on the present value of the lease payments over the lease term utilizing an estimated borrowing rate for a secured loan with a maturity corresponding to the remaining lease term. Leases primarily consist of real property and laboratory equipment. Effective the first day of our fiscal year 2019, the Company adopted Accounting Standards Update No. 2017-11, Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480);Derivatives and Hedging (Topic 815) |
Earnings Per Share Applicable_2
Earnings Per Share Applicable to Common Stockholders (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Earnings Per Share [Abstract] | |
Loss per share amounts applicable to common stockholders | Three Months Ended Nine Months Ended (In thousands, except per share data) Sep. 30, 2019 Sep. 30, 2018 Sep. 30, 2019 Sep. 30, 2018 Net loss $ (7,202 ) $ (8,605 ) $ (23,294 ) $ (25,098 ) Basic and diluted loss per common share $ (0.12 ) $ (0.16 ) $ (0.41 ) $ (0.46 ) Basic and diluted weighted average common shares outstanding (1): 57,658 55,068 56,182 54,940 Potentially dilutive securities (2): Stock options 10,787 8,536 10,787 8,536 Warrants — 470 — 470 (1) Includes approximately 0.2 million and 0.2 million nonvested restricted stock for the periods ending September 30, 2010 a nd September 30, 2018, respectively, which are participating securities that feature voting and dividend rights. (2) Excluded from the computation of loss per share as their impact is antidilutive. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Related Party Transactions [Abstract] | |
Net amount of assets and liabilities acquired | Net sales Three months ended Sep. 30, 2019 Net sales Nine months ended Sep. 30, 2019 Net sales Three months ended Sep. 30, 2018 Net sales Nine months ended Sep. 30, 2018 Trade receivable at Sep. 30, 2019 Trade receivable at Dec. 31, 2018 A.S. Watson Group $2.3 million $5.5 million $0.7 million $1.8 million $1.9 million $0.7 million Horizon Ventures - - - $0.4 million - - Total $2.3 million $5.5 million $0.7 million $2.2 million $1.9 million $0.7 million * A.S. Watson Group and Horizon Ventures are related parties through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Inventory Disclosure [Abstract] | |
Inventories | (In thousands) Sep. 30, 2019 Dec. 31, 2018 Bulk ingredients $ 1,691 $ 2,385 Reference standards 760 848 Consumer Products - Finished Goods 3,287 2,450 Consumer Products - Work in Process 4,244 2,794 9,982 8,477 Less valuation allowance (162 ) (228 ) $ 9,820 $ 8,249 |
Stock Issuance and Conversion_2
Stock Issuance and Conversion of Convertible Notes (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Notes Payable [Abstract] | |
Summary of convertible notes | Description Modified Original Extended Maturity Date Original Maturity Date Amount (in thousands) Principal $ 4.465 $ 4.590 August 15, 2019 July 1, 2019 $ 10,000 Interest at a rate of 5.0% per annum 123 Total Amount Converted for 2.3 million shares $ 10,123 Debt Discount - Issuance costs 565 Debt Discount - Down round feature 282 Total Debt Discount recognized as Interest Expense $ 847 |
Deferred Revenue (Tables)
Deferred Revenue (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Deferred Revenue [Abstract] | |
Deferred revenue | Three months ending Nine months ending At (In thousands) Sep. 30, 2019 Sep. 30, 2019 Sep. 30, 2019 Revenue recognized from deferred revenue $ - $ 127 Deferred Revenue Balance $ 3,873 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Lease costs | Operating Leases For the Three Months Ended Sep. 30, 2019 For the Nine Months Ended Sep. 30, 2019 Operating leases Operating lease expense $ 180 $ 540 Variable lease expense 61 183 Operating lease expense 241 722 Short-term lease rent expense 4 7 Total expense $ 245 $ 729 Finance Leases (In thousands) For the Three Months Ended Sep. 30, 2019 For the Three Months Ended Sep. 30, 2018 For the Nine Months Ended Sep. 30, 2019 For the Nine Months Ended Sep. 30, 2018 Finance leases Amortization of equipment assets $ 19 $ 22 $ 56 $ 65 Interest on lease liabilities 8 11 26 33 Total expenses $ 27 $ 33 $ 82 $ 98 |
Additional lease information | Operating Leases At Sep. 30, 2019 Weighted-average remaining lease term (years) – operating leases 1.9 Weighted-average discount rate – operating leases 8.0 % Finance Leases At Sep. 30, 2019 Weighted-average remaining lease term (years) – finance leases 1.1 Weighted-average discount rate – finance leases 8.9 % |
Minimum future lease payments under operating leases | (In thousands) Three months ending December 31, 2019 $ 180 Year Ending December 31, 2020 736 Year Ending December 31, 2021 629 Year Ending December 31, 2022 138 Year Ending December 31, 2023 143 Thereafter 25 Total 1,851 Less present value discount 200 Operating lease liabilities 1,651 Less current portion 620 Long-term obligations under operating leases $ 1,031 |
Minimum future lease payments under finance leases | (In thousands) Three months ending December 31, 2019 $ 82 Year Ending December 31, 2020 272 Year Ending December 31, 2021 18 Total 372 Less present value discount 21 Finance lease liabilities 351 Less current portion 281 Long-term obligations under finance leases $ 70 |
Contract Assets and Contract _2
Contract Assets and Contract Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Contract with Customer, Asset and Liability [Abstract] | |
Net contract assets (liabilities) | (In thousands) Dec. 31,2018 Reductions(1) Additions(2) Sep. 30,2019 Contract Assets $ 56 $ (276 ) $ 309 $ 89 Contract Liabilities - Open Projects (3) 101 (220 ) 250 131 Contract Liabilities - Other Customer Deposits (4) 174 (91 ) 47 130 Net Contract Assets (Liabilities) $ (219 ) $ 35 $ 12 $ (172 ) (1) For contract assets, the amount represents amount billed to the customer. For contract liabilities, the amount represents reductions for revenue recognized. (2) For contract assets, the amount represents revenue recognized during the period using the cost-to-cost method. For contract liabilities, the amount represents advance payments received during the period. (3) Contract liablities from ongoing consulting projects. (4) Other customer deposts include payments received for orders not fulfilled and other advance payments. |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Service period based stock options | Weighted Average Remaining Aggregate Number of Exercise Contractual Fair Intrinsic Shares Price Term (Years) Value Value Outstanding at Dec. 31, 2018 8,023 $ 3.75 7.1 Options Granted 2,399 4.07 9.8 $ 2.48 Options Exercised (227 ) 2.50 $ 403 Options Forfeited (451 ) 3.75 Options Expired (4 ) 4.50 Outstanding at Sept. 30, 2019 9,740 $ 3.86 7.1 $ 3,990 * Exercisable at Sept. 30, 2019 5,621 $ 3.72 5.6 $ 3,135 * *The aggregate intrinsic values in the table above are based on the Company’s stock price of $3.94, which is the closing price of the Company’s stock on the last day of business for the period ended September 30, 2019. |
Weighted average assumptions of stock options granted | Nine months Ended September 30, 2019 Expected term 6 years Expected volatility 67 % Risk-free rate 2 % Expected dividends 0 % |
Share-based compensation | Three months ending Nine months ending (In thousands) Sep. 30, 2019 Sep. 30, 2018 Sep. 30, 2019 Sep. 30, 2018 Share-based compensation expense Cost of sales $ 34 $ 19 $ 94 $ 63 Sales and marketing 215 105 479 235 Research and development 139 105 389 257 General and administrative 1,298 1,088 4,512 3,831 Total $ 1,686 $ 1,317 $ 5,474 $ 4,386 |
Business Segments (Tables)
Business Segments (Tables) | 9 Months Ended |
Sep. 30, 2019 | |
Segment Reporting [Abstract] | |
Business segmentation | Three months ended September 30, 2019 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 9,725 $ 1,239 $ 1,089 $ - $ 12,053 Cost of sales 3,901 614 789 - 5,304 Gross profit 5,824 625 300 - 6,749 Operating expenses: Sales and marketing 4,451 45 130 - 4,626 Research and development 910 134 - - 1,044 General and administrative - - - 7,967 7,967 Operating expenses 5,361 179 130 7,967 13,637 Operating income (loss) $ 463 $ 446 $ 170 $ (7,967 ) $ (6,888 ) Three months ended September 30, 2018 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 5,225 $ 1,859 $ 1,036 $ - $ 8,120 Cost of sales 1,975 955 829 - 3,759 Gross profit 3,250 904 207 - 4,361 Operating expenses: Sales and marketing 4,597 75 165 - 4,837 Research and development 1,113 237 - - 1,350 General and administrative - - - 6,770 6,770 Operating expenses 5,710 312 165 6,770 12,957 Operating income (loss) $ (2,460 ) $ 592 $ 42 $ (6,770 ) $ (8,596 ) Nine months ended Consumer Analytical Reference September 30, 2019 Products Ingredients Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 25,923 $ 4,120 $ 3,159 $ - $ 33,202 Cost of sales 10,491 2,068 2,339 - 14,898 Gross profit 15,432 2,052 820 - 18,304 Operating expenses: Sales and marketing 12,440 236 432 - 13,108 Research and development 2,754 527 - - 3,281 General and administrative - - - 24,230 24,230 Other - - - 125 125 Operating expenses 15,194 763 432 24,355 40,744 Operating income (loss) $ 238 $ 1,289 $ 388 $ (24,355 ) $ (22,440 ) Nine months ended September 30, 2018 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Net sales $ 11,988 $ 7,106 $ 3,396 $ - $ 22,490 Cost of sales 4,653 3,988 2,505 - 11,146 Gross profit 7,335 3,118 891 - 11,344 Operating expenses: Sales and marketing 10,681 647 551 - 11,879 Research and development 2,790 1,413 - - 4,203 General and administrative - - - 20,194 20,194 Operating expenses 13,471 2,060 551 20,194 36,276 Operating income (loss) $ (6,136 ) $ 1,058 $ 340 $ (20,194 ) $ (24,932 ) At September 30, 2019 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Total assets $ 11,315 $ 4,742 $ 1,180 $ 25,902 $ 43,139 At December 31, 2018 Consumer Products Ingredients Analytical Reference Standards and Corporate (In thousands) segment segment Services segment and other Total Total assets $ 7,407 $ 5,412 $ 1,213 $ 28,200 $ 42,232 |
Disaggregation of revenue | Three Months Ended September 30, 2019 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total TRU NIAGEN®, Consumer Product $ 9,725 $ - $ - $ 9,725 NIAGEN® Ingredient - 731 - 731 Subtotal NIAGEN Related $ 9,725 $ 731 $ - $ 10,456 Other Ingredients - 508 - 508 Reference Standards - - 764 764 Consulting and Other - - 325 325 Subtotal Other Goods and Services $ - $ 508 $ 1,089 $ 1,597 Total Net Sales $ 9,725 $ 1,239 $ 1,089 $ 12,053 Three Months Ended September 30, 2018 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total TRU NIAGEN®, Consumer Product $ 5,225 $ - $ - $ 5,225 NIAGEN® Ingredient - 1,007 - 1,007 Subtotal NIAGEN Related $ 5,225 $ 1,007 $ - $ 6,232 Other Ingredients - 852 - 852 Reference Standards - - 790 790 Consulting and Other - - 246 246 Subtotal Other Goods and Services $ - $ 852 $ 1,036 $ 1,888 Total Net Sales $ 5,225 $ 1,859 $ 1,036 $ 8,120 Nine Months Ended September 30, 2019 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standards and Services Segment Total TRU NIAGEN®, Consumer Product $ 25,923 $ - $ - $ 25,923 NIAGEN® Ingredient - 2,921 - 2,921 Subtotal NIAGEN Related $ 25,923 $ 2,921 $ - $ 28,844 Other Ingredients - 1,199 - 1,199 Reference Standards - - 2,311 2,311 Consulting and Other - - 848 848 Subtotal Other Goods and Services $ - $ 1,199 $ 3,159 $ 4,358 Total Net Sales $ 25,923 $ 4,120 $ 3,159 $ 33,202 Nine Months Ended September 30, 2018 (In thousands) Consumer Products Segment Ingredients Segment Analytical Reference Standard sand Services Segment Total TRU NIAGEN®, Consumer Product $ 11,988 $ - $ - $ 11,988 NIAGEN® Ingredient - 4,204 - 4,204 Subtotal NIAGEN Related $ 11,988 $ 4,204 $ - $ 16,192 Other Ingredients - 2,902 - 2,902 Reference Standards - - 2,529 2,529 Consulting and Other - - 867 867 Subtotal Other Goods and Services $ - $ 2,902 $ 3,396 $ 6,298 Total Net Sales $ 11,988 $ 7,106 $ 3,396 $ 22,490 |
Disclosure of major customers | Major customers who accounted for more than 10% of the Company’s total sales were as follows: Three months ended Nine months ended Major Customers Sep. 30, 2019 Sep. 30, 2018 Sep. 30, 2019 Sep. 30, 2018 A.S. Watson Group - Related Party 18.8 % * 16.5 % * Life Extension * 11.8 % * 11.6 % * Represents less than 10%. Major accounts which had more than 10% of the Company’s total trade receivables were as follows: Percentage of the Company's Total Trade Receivables Major Accounts At September 30, 2019 At December 31, 2018 A.S. Watson Group - Related Party 32.1 % 15.9 % Elysium Health (1) 37.5 % 51.2 % (1) There is ongoing litigation with Elysium Health |
Nature of Business and Liquid_2
Nature of Business and Liquidity (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash flows from operating activities | $ (19,829) | $ (15,772) | ||
Cash and cash equivalents | $ 18,879 | $ 28,214 | $ 22,616 | $ 45,389 |
Earnings Per Share Applicable_3
Earnings Per Share Applicable to Common Stockholders (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | ||
Net loss | $ (7,202) | $ (7,755) | $ (8,337) | $ (8,605) | $ (8,050) | $ (8,443) | $ (23,294) | $ (25,098) | |
Basic and diluted loss per common share | $ (0.12) | $ (0.16) | $ (0.41) | $ (0.46) | |||||
Basic and diluted weighted average common shares outstanding | [1] | 57,658 | 55,068 | 56,182 | 54,940 | ||||
Stock Option | |||||||||
Potentially dilutive securities (in thousands) | [2] | 10,787 | 8,536 | 10,787 | 8,536 | ||||
Warrant | |||||||||
Potentially dilutive securities (in thousands) | [2] | 0 | 470 | 0 | 470 | ||||
[1] | Includes approximately 0.2 million and 0.2 million nonvested restricted stock for the periods ending September 30, 2010 a nd September 30, 2018, respectively, which are participating securities that feature voting and dividend rights. | ||||||||
[2] | Excluded from the computation of loss per share as their impact is antidilutive. |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | ||
Net sales | $ 2,300 | $ 700 | $ 5,500 | $ 2,200 | ||
Trade receivable | 1,900 | 1,900 | $ 700 | |||
A.S. Watson Group | ||||||
Net sales | [1] | 2,300 | 700 | 5,500 | 1,800 | |
Trade receivable | [1] | 1,900 | 1,900 | 700 | ||
Horizon Ventures | ||||||
Net sales | [1] | 0 | $ 0 | 0 | $ 400 | |
Trade receivable | [1] | $ 0 | $ 0 | $ 0 | ||
[1] | A.S. Watson Group and Horizon Ventures are related parties through common ownership of an enterprise that beneficially owns more than 10% of the common stock of the Company. |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Inventories | ||
Bulk ingredients | $ 1,691 | $ 2,385 |
Reference standards | 760 | 848 |
Consumer products - finished goods | 3,287 | 2,450 |
Consumer Products - work in process | 4,244 | 2,794 |
Inventory, gross | 9,982 | 8,477 |
Less valuation allowance | (162) | (228) |
Inventory, net | $ 9,820 | $ 8,249 |
Stock Issuance and Conversion_3
Stock Issuance and Conversion of Convertible Notes (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)$ / shares | ||
Notes Payable [Abstract] | ||
Principal modified conversion price | $ / shares | $ 4.465 | |
Principal original conversion price | $ / shares | $ 4.590 | |
Principal extended maturity date | Aug. 15, 2019 | |
Principal original maturity date | Jul. 1, 2019 | |
Principal interest rate | 5.00% | |
Principal amount | $ 10,000 | |
Interest at rate | 123 | |
Principal and interest | 10,123 | |
Debt discount amount - issuance costs | 565 | |
Debt discount amount - down round feature | 282 | [1] |
Debt discount amount | $ 847 | |
[1] | The conversion price has a down round feature. The original conversion price of $4.59 was lowered to $4.465 due to the Financing. |
Deferred Revenue (Details)
Deferred Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Deferred Revenue [Abstract] | |||
Revenue recognized from deferred revenue | $ 0 | $ 127 | |
Deferred revenue | $ 3,873 | $ 3,873 | $ 0 |
Leases (Details)
Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Operating leases | ||||
Operating lease expense | $ 180 | $ 540 | ||
Variable lease expense | 61 | 183 | ||
Operating lease expense | 241 | 722 | ||
Short-term lease rent expense | 4 | 7 | ||
Total expense | 245 | 729 | ||
Amortization of equipment assets | 19 | $ 22 | 56 | $ 65 |
Interest on lease liabilities | 8 | 11 | 26 | 33 |
Total expenses | $ 27 | $ 33 | $ 82 | $ 98 |
Leases (Details 1)
Leases (Details 1) | Sep. 30, 2019 |
Leases [Abstract] | |
Weighted-average remaining lease term (years) - operating leases | 1 year 10 months 24 days |
Weighted-average discount rate - operating leases | 8.00% |
Weighted-average remaining lease term (years) - finance leases | 1 year 1 month 6 days |
Weighted-average discount rate - finance leases | 8.90% |
Leases (Details 2)
Leases (Details 2) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Three months ending December 31, 2019 | $ 180 | |
Year ending December 31, 2020 | 736 | |
Year ending December 31, 2021 | 629 | |
Year ending December 31, 2022 | 138 | |
Year ending December 31, 2023 | 143 | |
Thereafter | 25 | |
Total | 1,851 | |
Less present value discount | 200 | |
Operating lease liabilities | 1,651 | |
Less current portion | 620 | $ 0 |
Long-term obligations under operating leases | $ 1,031 | $ 0 |
Leases (Details 3)
Leases (Details 3) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Three months ending December 31, 2019 | $ 82 | |
Year ending December 31, 2020 | 272 | |
Year ending December 31, 2021 | 18 | |
Total | 372 | |
Less present value discount | 21 | |
Finance lease liabilities | 351 | |
Less current portion | 281 | $ 173 |
Long-term obligations under finance leases | $ 70 | $ 137 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2019 | Dec. 31, 2018 |
Leases [Abstract] | ||
Operating lease assets | $ 1,045 | $ 0 |
Operating lease liabilities | 1,651 | |
Finance lease assets | 700 | |
Finance lease liabilities | $ 351 |
Contract Assets and Contract _3
Contract Assets and Contract Liabilities (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($) | ||
Contract assets, beginning | $ 56 | |
Reductions | (276) | [1] |
Additions | 309 | [2] |
Contract assets, ending | 89 | |
Net contract assets (liabilities), beginning | (219) | |
Reductions | 35 | [3] |
Additions | 12 | [4] |
Net contract assets (liabilities), ending | (172) | |
Open Projects | ||
Contract liabilities, beginning | 101 | [5] |
Reductions | (220) | [5],[6] |
Additions | 250 | [5],[7] |
Contract liabilities, ending | 131 | [5] |
Other Customer Deposits | ||
Contract liabilities, beginning | 174 | [8] |
Reductions | (91) | [6],[8] |
Additions | 47 | [7],[8] |
Contract liabilities, ending | $ 130 | [8] |
[1] | For contract assets, the amount represents amount billed to the customer. | |
[2] | For contract assets, the amount represents revenue recognized during the period using the cost-to-cost method. | |
[3] | For contract assets, the amount represents amount billed to the customer. For contract liabilities, the amount represents reductions for revenue recognized. | |
[4] | For contract assets, the amount represents revenue recognized during the period using the cost-to-cost method. For contract liabilities, the amount represents advance payments received during the period. | |
[5] | Contract liablities from ongoing consulting projects. | |
[6] | For contract liabilities, the amount represents reductions for revenue recognized. | |
[7] | For contract liabilities, the amount represents advance payments received during the period. | |
[8] | Other customer deposts include payments received for orders not fulfilled and other advance payments. |
Share-Based Compensation (Detai
Share-Based Compensation (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2019USD ($)$ / sharesshares | ||
Service Period Based Stock Options | ||
Outstanding, beginning (in thousands) | shares | 8,023 | |
Options granted (in thousands) | shares | 2,399 | |
Options exercised (in thousands) | shares | (227) | |
Options forfeited (in thousands) | shares | (451) | |
Options expired (in thousands) | shares | (4) | |
Outstanding, ending (in thousands) | shares | 9,740 | |
Exercisable (in thousands) | shares | 5,621 | |
Weighted Average Exercise Price | ||
Outstanding, beginning | $ 3.75 | |
Options granted | 4.07 | |
Options exercised | 2.50 | |
Options forfeited | 3.75 | |
Options expired | 4.50 | |
Outstanding, ending | 3.86 | |
Exercisable | $ 3.72 | |
Weighted Average Remaining Contractual Term | ||
Outstanding, beginning | 7 years 1 month 6 days | |
Options granted | 9 years 9 months 18 days | |
Outstanding, ending | 7 years 1 month 6 days | |
Exercisable | 5 years 7 months 6 days | |
Weighted Average Fair Value | ||
Weighted average fair value option granted | $ 2.48 | |
Aggregate Intrinsic Value | ||
Exercised | $ | $ 403 | |
Outstanding, ending | $ | 3,990 | [1] |
Exercisable | $ | $ 3,135 | [1] |
[1] | The aggregate intrinsic values in the table above are based on the Company's stock price of $3.94, which is the closing price of the Company's stock on the last day of business for the period ended September 30, 2019. |
Share-Based Compensation (Det_2
Share-Based Compensation (Details 1) | 9 Months Ended |
Sep. 30, 2019 | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Expected term | 6 years |
Expected volatility | 67.00% |
Expected dividends | 2.00% |
Risk-free rate | 0.00% |
Share-Based Compensation (Det_3
Share-Based Compensation (Details 2) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Share-based compensation | $ 1,686 | $ 1,759 | $ 2,029 | $ 1,317 | $ 1,811 | $ 1,258 | $ 5,474 | $ 4,386 |
Cost of Sales | ||||||||
Share-based compensation | 34 | 19 | 94 | 63 | ||||
Sales and Marketing | ||||||||
Share-based compensation | 215 | 105 | 479 | 235 | ||||
Research and Development | ||||||||
Share-based compensation | 139 | 105 | 389 | 257 | ||||
General and Administrative | ||||||||
Share-based compensation | $ 1,298 | $ 1,088 | $ 4,512 | $ 3,831 |
Share-Based Compensation (Det_4
Share-Based Compensation (Details Narrative) $ in Thousands | 9 Months Ended |
Sep. 30, 2019USD ($)shares | |
Share-based Payment Arrangement, Noncash Expense [Abstract] | |
Shares available for issuance under 2017 Plan (in thousands) | shares | 2,800 |
Unrecognized compensation expense | $ | $ 9,900 |
Cost is expected to be recognized over a weighted average period | 2 years |
Business Segments (Details)
Business Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | |
Net sales | $ 12,053 | $ 8,120 | $ 33,202 | $ 22,490 | |
Cost of sales | 5,304 | 3,759 | 14,898 | 11,146 | |
Gross profit | 6,749 | 4,361 | 18,304 | 11,344 | |
Operating expenses: | |||||
Sales and marketing | 4,626 | 4,837 | 13,108 | 11,879 | |
Research and development | 1,044 | 1,350 | 3,281 | 4,203 | |
General and administrative | 7,967 | 6,770 | 24,230 | 20,194 | |
Other | 0 | 0 | 125 | 0 | |
Operating expenses | 13,637 | 12,957 | 40,744 | 36,276 | |
Operating income (loss) | (6,888) | (8,596) | (22,440) | (24,932) | |
Total assets | 43,139 | 43,139 | $ 42,232 | ||
Consumer Products Segment | |||||
Net sales | 9,725 | 5,225 | 25,923 | 11,988 | |
Cost of sales | 3,901 | 1,975 | 10,491 | 4,653 | |
Gross profit | 5,824 | 3,250 | 15,432 | 7,335 | |
Operating expenses: | |||||
Sales and marketing | 4,451 | 4,597 | 12,440 | 10,681 | |
Research and development | 910 | 1,113 | 2,754 | 2,790 | |
General and administrative | 0 | 0 | 0 | 0 | |
Other | 0 | 0 | 0 | ||
Operating expenses | 5,361 | 5,710 | 15,194 | 13,471 | |
Operating income (loss) | 463 | (2,460) | 238 | (6,136) | |
Total assets | 11,315 | 11,315 | 7,407 | ||
Ingredients Segment | |||||
Net sales | 1,239 | 1,859 | 4,120 | 7,106 | |
Cost of sales | 614 | 955 | 2,068 | 3,988 | |
Gross profit | 625 | 904 | 2,052 | 3,118 | |
Operating expenses: | |||||
Sales and marketing | 45 | 75 | 236 | 647 | |
Research and development | 134 | 237 | 527 | 1,413 | |
General and administrative | 0 | 0 | 0 | 0 | |
Other | 0 | 0 | 0 | ||
Operating expenses | 179 | 312 | 763 | 2,060 | |
Operating income (loss) | 446 | 592 | 1,289 | 1,058 | |
Total assets | 4,742 | 4,742 | 5,412 | ||
Analytical Reference Standards and Services Segment | |||||
Net sales | 1,089 | 1,036 | 3,159 | 3,396 | |
Cost of sales | 789 | 829 | 2,339 | 2,505 | |
Gross profit | 300 | 207 | 820 | 891 | |
Operating expenses: | |||||
Sales and marketing | 130 | 165 | 432 | 551 | |
Research and development | 0 | 0 | 0 | 0 | |
General and administrative | 0 | 0 | 0 | 0 | |
Other | 0 | 0 | 0 | ||
Operating expenses | 130 | 165 | 432 | 551 | |
Operating income (loss) | 170 | 42 | 388 | 340 | |
Total assets | 1,180 | 1,180 | 1,213 | ||
Corporate and Other Segment | |||||
Net sales | 0 | 0 | 0 | 0 | |
Cost of sales | 0 | 0 | 0 | 0 | |
Gross profit | 0 | 0 | 0 | 0 | |
Operating expenses: | |||||
Sales and marketing | 0 | 0 | 0 | 0 | |
Research and development | 0 | 0 | 0 | 0 | |
General and administrative | 7,967 | 6,770 | 24,230 | 20,194 | |
Other | 0 | 0 | 125 | ||
Operating expenses | 7,967 | 6,770 | 24,355 | 20,194 | |
Operating income (loss) | (7,967) | $ (6,770) | (24,355) | $ (20,194) | |
Total assets | $ 25,902 | $ 25,902 | $ 28,200 |
Business Segments (Details 1)
Business Segments (Details 1) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | |
Net sales | $ 12,053 | $ 8,120 | $ 33,202 | $ 22,490 |
Consumer Products Segment | ||||
Net sales | 9,725 | 5,225 | 25,923 | 11,988 |
Ingredients Segment | ||||
Net sales | 1,239 | 1,859 | 4,120 | 7,106 |
Analytical Reference Standards and Services Segment | ||||
Net sales | 1,089 | 1,036 | 3,159 | 3,396 |
TRU NIAGEN Consumer Product | ||||
Net sales | 9,725 | 5,225 | 25,923 | 11,988 |
TRU NIAGEN Consumer Product | Consumer Products Segment | ||||
Net sales | 9,725 | 5,225 | 25,923 | 11,988 |
TRU NIAGEN Consumer Product | Ingredients Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
TRU NIAGEN Consumer Product | Analytical Reference Standards and Services Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
NIAGEN Ingredient | ||||
Net sales | 731 | 1,007 | 2,921 | 4,204 |
NIAGEN Ingredient | Consumer Products Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
NIAGEN Ingredient | Ingredients Segment | ||||
Net sales | 731 | 1,007 | 2,921 | 4,204 |
NIAGEN Ingredient | Analytical Reference Standards and Services Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
NIAGEN Related | ||||
Net sales | 10,456 | 6,232 | 28,844 | 16,192 |
NIAGEN Related | Consumer Products Segment | ||||
Net sales | 9,725 | 5,225 | 25,923 | 11,988 |
NIAGEN Related | Ingredients Segment | ||||
Net sales | 731 | 1,007 | 2,921 | 4,204 |
NIAGEN Related | Analytical Reference Standards and Services Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
Other Ingredients | ||||
Net sales | 508 | 852 | 1,199 | 2,902 |
Other Ingredients | Consumer Products Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
Other Ingredients | Ingredients Segment | ||||
Net sales | 508 | 852 | 1,199 | 2,902 |
Other Ingredients | Analytical Reference Standards and Services Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
Reference Standards | ||||
Net sales | 764 | 790 | 2,311 | 2,529 |
Reference Standards | Consumer Products Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
Reference Standards | Ingredients Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
Reference Standards | Analytical Reference Standards and Services Segment | ||||
Net sales | 764 | 790 | 2,311 | 2,529 |
Consulting and Other | ||||
Net sales | 325 | 246 | 848 | 867 |
Consulting and Other | Consumer Products Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
Consulting and Other | Ingredients Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
Consulting and Other | Analytical Reference Standards and Services Segment | ||||
Net sales | 325 | 246 | 848 | 867 |
Other Goods and Services | ||||
Net sales | 1,597 | 1,888 | 4,358 | 6,298 |
Other Goods and Services | Consumer Products Segment | ||||
Net sales | 0 | 0 | 0 | 0 |
Other Goods and Services | Ingredients Segment | ||||
Net sales | 508 | 852 | 1,199 | 2,902 |
Other Goods and Services | Analytical Reference Standards and Services Segment | ||||
Net sales | $ 1,089 | $ 1,036 | $ 3,159 | $ 3,396 |
Business Segments (Details 2)
Business Segments (Details 2) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | ||||||
Sales Revenue, Net | A.S. Watson Group | ||||||||||
Customer concentration risk | 18.80% | [1] | 16.50% | [1] | ||||||
Sales Revenue, Net | Life Extension | ||||||||||
Customer concentration risk | [1] | 11.80% | [1] | 11.60% | ||||||
Trade Receivables | A.S. Watson Group | ||||||||||
Customer concentration risk | 32.10% | 15.90% | ||||||||
Trade Receivables | Elysium Health | ||||||||||
Customer concentration risk | [2] | 37.50% | 51.20% | |||||||
[1] | Represents less than 10%. | |||||||||
[2] | There is ongoing litigation with Elysium Health |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) | Nov. 11, 2019USD ($) |
Formula based revolving credit line limit | $ 7,000,000 |
Maturity | Nov. 12, 2021 |
Interest Rate Floor [Member] | |
Interest rate | 4.75% |
Interest Rate Additional [Member] | |
Interest rate | 1.50% |
Interest Rate Default [Member] | |
Interest rate | 5.00% |