XML 71 R7.htm IDEA: XBRL DOCUMENT v2.4.1.9
1. BASIS OF PRESENTATION, RECENT DEVELOPMENTS AND LIQUIDITY AND FINANCIAL CONDITION
12 Months Ended
Dec. 31, 2014
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
1. BASIS OF PRESENTATION, RECENT DEVELOPMENTS AND LIQUIDITY AND FINANCIAL CONDITION

Basis of Presentation

 

Electronic Cigarettes International Group, Ltd. (formerly Victory Electronic Cigarettes Corporation) and its consolidated subsidiaries, (“ECIG” or the “Company”) have prepared the accompanying consolidated financial statements as of December 31, 2014 and 2013 and for the years ended December 31, 2014, 2013, and 2012, respectively, in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

 

We were incorporated in the state of Nevada on May 19, 2004 as Teckmine Industries, Inc. (“Teckmine”). In July 2007, Teckmine became a public company traded in the over the counter market. On June 25, 2013, pursuant to a share exchange agreement, we acquired Victory Electronic Cigarettes, Inc., a Nevada corporation (“VEC”), in which the existing stockholders of VEC exchanged all of their issued and outstanding shares of common stock for 2,166,667 shares of our common stock. After the consummation of the share exchange, stockholders of VEC owned 60.9% of our outstanding common stock and VEC became our wholly owned subsidiary. For accounting purposes, the share exchange was treated as a reverse acquisition with VEC as the acquirer and Teckmine as the acquired party, and as a result the historical financial statements of the Company prior to the acquisition of VEC included in this prospectus are the historical financial statements of VEC. As a result of the reverse merger with Teckmine, we became a public company in June 2013. On July 11, 2013, we changed our name to “Victory Electronic Cigarettes Corporation.” On July 2, 2014, we changed our name to “Electronic Cigarettes International Group, Ltd.”

 

Recent Developments

 

Reverse Stock Split

 

On March 21, 2015, the Company effected a one-for-fifteen reverse split of our common stock. All references to number of shares and share price have been retroactively restated for all years presented.

 

Business Combinations

 

Vapestick Holdings Limited - On January 9, 2014, the Company completed the acquisition of all of the issued and outstanding ordinary shares of Vapestick Holdings Limited (“Vapestick”) a company incorporated under the laws of England and Wales, pursuant to a share exchange agreement for an aggregate cash payment of £3,500,000 (approximately $5.8 million) and the issuance of 439,727 shares of our common stock. The results of Vapestick’s operations have been included in our consolidated statements of operations and comprehensive (loss) income from the date of acquisition.

 

FIN Electronic Cigarette Corporation, Inc. - On February 28, 2014, the Company completed the acquisition of FIN Electronic Cigarette Corporation, Inc. (“FIN”), a Delaware corporation, for 666,667 shares of common stock, an aggregate cash payment of $10 million and $15 million of promissory notes that became due 90 days from the date of issuance, on May 29, 2014, and were amended on May 30, 2014. The results of FIN’s operations have been included in our consolidated statements of operations and comprehensive (loss) income from the date of acquisition.

 

Must Have Limited - On April 22, 2014, the Company completed the acquisition of Must Have Limited (“VIP”), an England and Wales incorporated limited company for 153,333 shares of the Company’s common stock, GBP £5,345,713.58 (approximately $9 million), $11,000,000 of promissory notes and GBP £6,796,303 (approximately $11.4 million) in respect of VIP’s surplus cash. Additional payments include up to $5 million as an earn-out conditioned upon certain performance and employment conditions. The results of VIP’s operations have been included in our consolidated statement of operations and comprehensive (loss) income from the date of acquisition.

 

Hardwire Interactive Inc. - On July 16, 2014, the Company completed the acquisition of the assets of  Hardwire Interactive Inc., a British Virgin Islands company (“Hardwire”) for an aggregate cash payment of $5,000,000, 200,000 shares of common stock and the assumption of all of Hardwire’s liabilities relating to or arising out of any assigned contracts, the employment of Hardwire’s employees or the ownership, operation or use of the assets being sold.

 

Liquidity and Financial Condition

 

The Company had cash and cash equivalents of $2,099,475 as of December 31, 2014, and negative working capital of $146,106,470. The Company has significant commitments related to various financial instruments, has experienced recurring losses and has incurred significant expense as of and for the year ended December 31, 2014.  The financial instruments, if not converted to equity, may require cash settlement.  In addition, the Company’s acquisition strategy generally requires a cash component and the development of the Company’s infrastructure will require investment.  During the fourth quarter of 2014, the Company was unable to complete an anticipated public offering of its shares and, while management believes that additional private placements are possible, there can be no assurance that these will be available.

 

The Company’s debt contain covenants that could limit our future financing capabilities. These restrictions may interfere with the Company’s ability to obtain new or additional financing or may affect the manner in which the Company structures such new or additional financing or engage in other business activities, which may significantly limit or harm the Company’s results of operations, financial condition and liquidity. A default and resulting acceleration of obligations could also result in an event of default and declaration of acceleration under certain of the Company’s other existing debt agreements. Such an acceleration of the Company’s debt would have a material adverse effect on our liquidity and our ability to continue as a going concern. A default could also significantly limit the Company’s alternatives to refinance both the debt under which the default occurred and other indebtedness. This limitation may significantly restrict the Company’s financing options during times of either market distress or the Company’s financial distress, which are precisely the times when having financing options is most important 

 

The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues.  Until that time. the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations.  If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all.

 

Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty.