Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2020 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38014 | |
Entity Registrant Name | NewAge, Inc. | |
Entity Central Index Key | 0001579823 | |
Entity Tax Identification Number | 27-2432263 | |
Entity Incorporation, State or Country Code | WA | |
Entity Address, Address Line One | 2420 17th Street | |
Entity Address, Address Line Two | Suite 220 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | (303) | |
Local Phone Number | 566-3030 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | NBEV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 98,521,402 | |
Entity Information, Former Legal or Registered Name | Not Applicable |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 26,885 | $ 60,842 |
Accounts receivable, net of allowance of $361 and $535, respectively | 10,334 | 11,012 |
Inventories | 30,567 | 36,718 |
Prepaid expenses and other | 5,686 | 4,384 |
Total current assets | 73,472 | 112,956 |
Long-term assets: | ||
Identifiable intangible assets, net | 40,104 | 43,443 |
Right-of-use lease assets | 36,585 | 38,458 |
Property and equipment, net | 27,571 | 28,443 |
Restricted cash, net of current portion | 16,846 | 3,729 |
Goodwill | 10,284 | 10,284 |
Deferred income taxes | 9,735 | 9,128 |
Deposits and other | 5,161 | 4,689 |
Total assets | 219,758 | 251,130 |
Current liabilities: | ||
Accounts payable | 10,598 | 13,259 |
Accrued liabilities | 40,083 | 49,451 |
Current portion of business combination liabilities | 5,508 | |
Current maturities of long-term debt | 1,504 | 11,208 |
Total current liabilities | 52,185 | 79,426 |
Long-term liabilities: | ||
Long-term debt, net of current maturities | 18,469 | 12,802 |
Operating lease liabilities, net of current portion: | ||
Lease liability | 33,699 | 35,513 |
Deferred lease financing obligation | 16,049 | 16,541 |
Deferred income taxes | 5,484 | 5,441 |
Accrued employee benefits and other | 9,491 | 9,132 |
Total liabilities | 135,377 | 158,855 |
Contingencies (Note 10) | ||
Stockholders’ equity: | ||
Common Stock; $0.001 par value. Authorized 200,000 shares; issued and outstanding 98,490 and 81,873 shares as of September 30, 2020 and December 31, 2019, respectively | 98 | 82 |
Additional paid-in capital | 232,175 | 203,862 |
Note receivable for stock subscription | (1,250) | |
Accumulated other comprehensive income | 1,134 | 802 |
Accumulated deficit | (147,776) | (112,471) |
Total stockholders’ equity | 84,381 | 92,275 |
Total liabilities and stockholders’ equity | $ 219,758 | $ 251,130 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 361 | $ 535 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 98,490,000 | 81,873,000 |
Common Stock, shares outstanding | 98,490,000 | 81,873,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Income Statement [Abstract] | ||||
Net revenue | $ 62,719 | $ 69,828 | $ 189,049 | $ 194,483 |
Cost of goods sold | 25,224 | 29,532 | 71,952 | 73,962 |
Gross profit | 37,495 | 40,296 | 117,097 | 120,521 |
Operating expenses: | ||||
Commissions | 17,458 | 21,185 | 55,378 | 58,830 |
Selling, general and administrative | 27,983 | 26,104 | 84,868 | 81,121 |
Gain from change in fair value of earnout obligations | (6,244) | (12,909) | ||
Loss on disposal of Divested Businesses | 3,446 | 3,446 | ||
Impairment of right-of-use assets | 400 | 1,500 | ||
Depreciation and amortization expense | 1,751 | 2,241 | 5,293 | 6,494 |
Total operating expenses | 50,638 | 43,286 | 149,385 | 135,036 |
Operating loss | (13,143) | (2,990) | (32,288) | (14,515) |
Non-operating income (expense): | ||||
Interest expense | (521) | (727) | (1,693) | (3,129) |
Gain (loss) from sale of property and equipment | (62) | (85) | (128) | 6,357 |
Gain (loss) from change in fair value of derivatives | (86) | (166) | (392) | 304 |
Interest and other income (expense), net | 291 | (48) | 1,082 | (233) |
Loss before income taxes | (13,521) | (4,016) | (33,419) | (11,216) |
Income tax expense | (612) | (6,671) | (1,886) | (12,768) |
Net loss | (14,133) | (10,687) | (35,305) | (23,984) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments, net of tax | 1,275 | (1,138) | 332 | (142) |
Comprehensive loss | $ (12,858) | $ (11,825) | $ (34,973) | $ (24,126) |
Net loss per share (basic and diluted) | $ (0.14) | $ (0.14) | $ (0.38) | $ (0.31) |
Weighted average number of shares of Common Stock outstanding (basic and diluted) | 97,819,000 | 78,076,000 | 92,087,000 | 76,550,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Notes Receivable For Stock Subscription [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balances, December 31, 2018 at Dec. 31, 2018 | $ 75 | $ 176,471 | $ 626 | $ (22,636) | $ 154,536 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 75,067,000 | |||||
ATM public offering, net of offering costs | $ 3 | 13,232 | 13,235 | |||
ATM public offering, net of offering costs, shares | 2,767,000 | |||||
Exercise of stock options | 418 | 418 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 200,000 | |||||
Grant of restricted stock awards | 576 | 576 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 126,000 | |||||
Employee services | 31 | 31 | ||||
Employee services, shares | 6,000 | |||||
Stock-based compensation expense | 4,086 | 4,086 | ||||
Fair value of warrant issued for license agreement | 838 | 838 | ||||
Other comprehensive loss | (142) | (142) | ||||
Net loss | (23,984) | (23,984) | ||||
Balances, September 30, 2019 at Sep. 30, 2019 | $ 78 | 196,105 | 484 | (46,620) | 150,047 | |
Shares, Outstanding, Ending Balance at Sep. 30, 2019 | 78,274,000 | |||||
Business combination with BWR | 453 | 453 | ||||
Business combination with BWR, shares | 108,000 | |||||
Balances, December 31, 2018 at Dec. 31, 2019 | $ 82 | 203,862 | 802 | (112,471) | 92,275 | |
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 81,873,000 | |||||
ATM public offering, net of offering costs | $ 16 | 24,942 | 24,958 | |||
ATM public offering, net of offering costs, shares | 16,130,000 | |||||
In exchange for note receivable | $ 1 | 1,249 | (1,250) | |||
In exchange for note receivable, shares | 692,000 | |||||
Exercise of stock options | 34 | 34 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 17,000 | |||||
Vesting of restricted stock awards | ||||||
Vesting of restricted stock awards, shares | 558,000 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | ||||||
Employee services, shares | ||||||
Purchase and retirement of stock | $ (1) | (1,192) | (1,193) | |||
Stock Issued During Period, Shares, Treasury Stock Reissued | (780,000) | |||||
Stock-based compensation expense | 3,280 | 3,280 | ||||
Other comprehensive loss | 332 | 332 | ||||
Net loss | (35,305) | (35,305) | ||||
Balances, September 30, 2019 at Sep. 30, 2020 | $ 98 | $ 232,175 | $ (1,250) | $ 1,134 | $ (147,776) | $ 84,381 |
Shares, Outstanding, Ending Balance at Sep. 30, 2020 | 98,490,000 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||
Net loss | $ (14,133) | $ (10,687) | $ (35,305) | $ (23,984) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation and amortization | 1,855 | 2,335 | 5,607 | 6,776 | |
Non-cash lease expense | 3,913 | 4,910 | |||
Loss on disposal of Divested Businesses | 3,446 | 3,446 | |||
Stock-based compensation expense | 3,415 | 5,278 | |||
Accretion and amortization of debt discount and issuance costs | 414 | 1,796 | |||
Impairment of right-of-use lease assets | 400 | 1,500 | $ 800 | ||
Loss (gain) from change in fair value of derivatives | 392 | (304) | |||
Loss (gain) from sale of property and equipment | 128 | (6,360) | |||
Expense for make-whole premium and other | 73 | 511 | |||
Gain from change in fair value of earnout obligations | (12,909) | ||||
Deferred income tax benefit | (442) | (4,919) | |||
Changes in operating assets and liabilities, net of effects of business acquisition and disposal: | |||||
Accounts receivable | (932) | (1,912) | |||
Inventories | 2,741 | 1,190 | |||
Prepaid expenses, deposits and other | 519 | (3,201) | |||
Accounts payable | (484) | 657 | |||
Other accrued liabilities | (13,738) | 10,030 | |||
Net cash used in operating activities | (29,853) | (20,941) | |||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||
Proceeds received from buyer of Divested Businesses, net of cash conveyed of $209 | 381 | ||||
Proceeds from sale of equipment | 231 | ||||
Capital expenditures for property and equipment | (2,108) | (2,576) | |||
Cash advance under unsecured promissory note | (1,250) | ||||
Net proceeds from sale of land and building in Japan | 37,548 | ||||
Security deposit under sale leaseback arrangement | (1,799) | ||||
Acquisition of BWR, net of cash acquired of $537 | (963) | ||||
Net cash provided by (used in) investing activities | (2,746) | 32,210 | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||
Net proceeds from issuance of common stock | 25,122 | 13,529 | |||
Proceeds from borrowings | 6,868 | 52,068 | |||
Proceeds from exercise of stock options | 34 | 418 | |||
Principal payments on borrowings | (10,825) | (34,415) | |||
Payments on business combination obligations | (5,761) | (34,000) | |||
Purchase and retirement of stock | 1,193 | (1,193) | |||
Payments under deferred lease financing obligation | (480) | (307) | |||
Payments for deferred offering costs | (164) | (195) | |||
Debt issuance costs paid | (95) | (931) | |||
Proceeds from deferred lease financing obligation | 17,640 | ||||
Cash paid for make-whole premium | (480) | ||||
Net cash provided by financing activities | 13,506 | 13,327 | |||
Effect of foreign currency translation changes | (247) | 1,578 | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | (19,340) | 26,174 | |||
Cash, cash equivalents and restricted cash at beginning of period | 64,571 | 45,856 | 45,856 | ||
Cash, cash equivalents and restricted cash at end of period | 45,231 | 72,030 | 45,231 | 72,030 | 64,571 |
SUMMARY OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | |||||
Cash and cash equivalents at end of period | 26,885 | 68,373 | 26,885 | 68,373 | $ 60,842 |
Restricted cash at end of period: | |||||
Current (included in prepaid expenses and other) | 1,500 | 1,500 | |||
Long-term | 16,846 | 3,657 | 16,846 | 3,657 | |
Total | $ 45,231 | $ 72,030 | 45,231 | 72,030 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||||
Cash paid for interest | 726 | 584 | |||
Cash paid for income taxes | 15,788 | 2,388 | |||
Cash paid for amounts included in the measurement of operating lease liabilities | 7,131 | 6,556 | |||
Right-of-use assets acquired in exchange for operating lease liabilities | 3,034 | 26,899 | |||
Other non-cash investing and financing activities: | |||||
Issuance of common stock for unsecured promissory note receivable | 1,250 | ||||
Debt discount and issuance costs | 150 | ||||
Patents | 163 | ||||
Deferred offering costs | 99 | ||||
Fair value of warrants issued for license agreement | 838 | ||||
Restricted stock issued for prepaid compensation | 500 | ||||
Fair value of assets acquired: | |||||
Identifiable assets, excluding cash, cash equivalents and restricted cash | 6,517 | ||||
Goodwill | 2,031 | ||||
Less liabilities assumed | (7,132) | ||||
Net assets acquired | 1,416 | ||||
Issuance of common stock | (453) | ||||
Cash paid, net of cash acquired of $537 | $ 963 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) $ in Thousands | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Statement of Cash Flows [Abstract] | |
Cash conveyed for divested businesses | $ 209 |
Cash acquired from acquisition | $ 537 |
BASIS OF PRESENTATION AND SIGNF
BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES | NOTE 1 — BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES Overview NewAge, Inc. (the “Company”) was formed under the laws of the State of Washington on April 26, 2010. Effective July 28, 2020, the Company amended its Articles of Incorporation to change its name from New Age Beverages Corporation to NewAge, Inc. Accordingly, all references herein have been changed to reflect the new name. The Company is a healthy consumer products and lifestyle company engaged in the development and commercialization of a portfolio of organic, natural and other better-for-you healthy beverages, liquid dietary supplements, cannabidiol (“CBD”) topical products, and other healthy lifestyle products. Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented for each reportable segment for purposes of making operating decisions and assessing financial performance. The Company’s CODM assesses performance and allocates resources based on the financial information of two Basis of Presentation The unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2020 should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 16, 2020 and as amended on April 28, 2020 (the “2019 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements. The Company’s financial condition as of September 30, 2020 and operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2020. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, impairment of goodwill and long-lived assets; valuation assumptions for earnout obligations and assets acquired in business combinations; valuation assumptions for stock options, warrants and equity instruments issued for goods or services; estimated useful lives for identifiable intangible assets and property and equipment; allowances for sales returns, chargebacks and inventory obsolescence; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation will be affected. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Recent Accounting Pronouncements The following accounting standards were adopted during the nine months ended September 30, 2020: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments – Credit Losses. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. No other recently issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 2 — LIQUIDITY AND GOING CONCERN As of September 30, 2020, the Company had an accumulated deficit of $ 147.8 million and the Company incurred a net loss of $ 35.3 million for the nine months ended September 30, 2020. Net cash used in operating activities amounted to $ 29.9 million for the nine months ended September 30, 2020, of which approximately $ 13.1 million was attributable to income tax payments paid in March 2020 related to the sale leaseback that was entered into in March 2019 as discussed in Note 5. In March and July 2020, the Company entered into the Loan and Security Agreement (the “EWB Credit Facility”) discussed in Note 6 that required the Company to deposit an initial amount of $ 15.1 million in restricted cash accounts with East West Bank (“EWB”), and that require gross equity infusions of $ 31.2 million for the year ending December 31, 2020. In addition, for any future amounts borrowed under the revolving loan facility with EWB, the Company is required to increase restricted cash deposits by the corresponding amount of the borrowings. The requirement to maintain increased levels of restricted cash deposits contributed to the decrease in available cash and cash equivalents from $ 60.8 million as of December 31, 2019 to $ 26.9 million as of September 30, 2020. During the nine months ended September 30, 2020, the Company received gross proceeds of $ 25.8 million under the ATM Agreement (as defined and discussed in Note 7). As a result, the Company’s commitment for additional equity infusions by December 31, 2020 has been reduced to $ 5.4 million. Since March 2020, the Company has been experiencing reduced sales as a result of the COVID-19 pandemic as discussed in Note 10. In April 2020, the Company entered into a loan with EWB in an aggregate principal amount of approximately $ 6.9 April 2022 The Company has begun a new product and marketing strategy to increase demand for the Company’s products. On September 24, 2020, the Company disposed of the Divested Businesses discussed in Note 3 that accounted for a net loss of $ 7.4 3.4 9.6 million. Management believes the Company’s existing cash resources and ongoing cost-cutting efforts will be sufficient to fund the Company’s operations and to meet its obligations as they come due through November 2021. In September 2020, the Company entered into the Amended Merger Agreement (as defined and discussed in Note 3). The closing is required to occur by November 30, 2020 and will require the Company to make a cash payment of $ 20.0 million. The Company is seeking to refinance the EWB Credit Facility and obtain additional equity financing in order to make this cash payment in November 2020. No assurance can be provided that the Company will be successful in its efforts to obtain adequate funding to close the Amended Merger Agreement. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
BUSINESS COMBINATIONS AND DISPO
BUSINESS COMBINATIONS AND DISPOSITIONS | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS AND DISPOSITIONS | NOTE 3 — BUSINESS COMBINATIONS AND DISPOSITIONS Ariix Merger Agreement On September 30, 2020, the Company entered into an Amended and Restated Agreement and Plan of Merger (the “Amended Merger Agreement”), by and among the Company, Ariel Merger Sub, LLC (“Merger Sub”), Ariel Merger Sub 2, LLC (“Merger Sub 2”), Ariix, LLC (“Ariix”), certain members of Ariix (the “Sellers”) and the principal shareholder of Ariix who serves as sellers agent (the “Sellers’ Agent”), pursuant to which the Company agreed to acquire Ariix, which owns five brands in the e-commerce and direct selling channels (the “Acquisition”). The Amended Merger Agreement requires completion of an audit of Ariix’s financial statements for its last two fiscal years and contains customary representations, warranties, covenants and indemnities by the parties to such agreement and is subject to customary closing conditions, including, among other things, (i) the receipt of regulatory approvals, including applicable antitrust approvals, (ii) the accuracy of the respective parties’ representations and warranties, and (iii) material compliance by the parties with their respective covenants and obligations. In addition, the Amended Merger Agreement contains certain termination rights, including by the Company or the Sellers’ Agent in the event the closing has not occurred by November 30, 2020 (the “Outside Date”). Pursuant to the Amended Merger Agreement, on the closing date (the “Closing Date”), Ariix will merge with Merger Sub, with Ariix as the surviving entity and will be a wholly-owned subsidiary of the Company. Subsequently, Ariix will merge with and into Merger Sub 2, which will remain as a wholly-owned subsidiary of the Company. On the Closing Date, the Company will be required to pay the Sellers $ 20.0 million in cash and issue 19.0 million shares of Common Stock. On the six-month anniversary of the Closing Date, the Company will be required to either pay $ 10.0 million in cash or issue shares of Common Stock with a value of $10.0 million. Upon receipt of stockholder approval, the Company will also be required to issue up to 37.1 million shares of Common Stock as follows (in thousands): SCHEDULE OF CONTINGENT SHARE ISSUANCES Timing of Contingent Share Issuances 30 days after stockholder approval: Sellers Agent 7,000 Ariix employee severance consideration 1,667 Closing Date Anniversary: 12 Months 25,500 14 Months 2,900 Total 37,067 If the Company fails to obtain stockholder approval for the issuance of up to 37.1 million shares at up to three stockholder meetings held for the purpose of obtaining such approval, the Company will be required to pay up to $ 163.3 141.0 12.3 10.0 BWR Business Combination The Company completed a business combination with Brands Within Reach, LLC (“BWR”) in July 2019 that was accounted for using the acquisition method of accounting under ASC 805, Business Combinations Fair Value Measurement 1.5 107,602 453,000 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements For the three and nine months ended September 30, 2020, the accompanying condensed consolidated statements of operations include net revenue and net losses related to the post-acquisition results of operations of BWR, as follows (in thousands): SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS 2020 2019 2020 2019 Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net revenue (1) $ 1,507 $ 2,432 $ 6,417 $ 2,432 Net loss (1) $ (844) (2) $ (855) $ (3,490) (2 ) $ (855) (1) Net revenue and net loss exclude the operating results of all U.S. retail brands that were sold in a combined transaction with the BWR subsidiary on September 24, 2020 as discussed below. (2) Net loss excludes the loss on disposal of $ 3.4 million from the sale in a combined transaction of the BWR subsidiary and substantially all U.S. retail brands as discussed below. Unaudited Pro Forma Disclosures The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the three and nine months ended September 30, 2019 giving effect to the BWR business combination as if it had occurred on January 1, 2019 (in thousands, except loss per share amount): SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES Three Nine Months Months Net revenue $ 70,189 $ 203,007 Net loss $ (10,823 ) $ (25,426 ) Net loss per share- basic and diluted $ (0.14) $ (0.33) Weighted average number of shares of common stock outstanding- basic and diluted 78,184 76,658 The pro forma financial results shown above reflect the historical operating results of the Company, including the unaudited pro forma results of BWR as if this business combination and the related equity issuances had occurred at the beginning of the first full calendar year preceding the acquisition date. The calculations of pro forma net revenue and pro forma net loss give effect to the pre-acquisition operating results of BWR based on (i) the historical net revenue and net income (loss), and (ii) incremental depreciation and amortization based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives. The pro forma information presented above does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations. Disposition of BWR and U.S. Retail Brands On September 24, 2020 (the “BWR Closing Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Zachert Private Equity GmbH (the “Buyer”), pursuant to which the Company sold its (i) BWR subsidiary, including the rights to distribute the Nestea, Volvic, Evian, Illy Coffee, Kusmi Tea, Saint Geron and Found brands , (ii) substantially all U.S. retail brands owned by the Brands Division, including XingTea, Búcha® Live Kombucha, Aspen Pure and Coco-Libre brands, and (iii) certain machinery, equipment and other assets necessary for the distribution of such brands. All of these assets and the related results of operations are included in the NewAge segment and are collectively referred to herein as the “Divested Businesses”. The remaining brands within the Brands Division that were not included in this transaction will be phased out before the end of 2020. All remaining assets in the Brands Division were adjusted to fair value as of September 30, 2020. As consideration for the transaction, the Company received net cash in the amount of $ 0.6 million and an unsecured nonrecourse promissory note in the aggregate amount of approximately $ 3.3 million that related to inventory of BWR that was pre-paid by the Company, bears no interest, and matures nine months from the BWR Closing Date (the “Nonrecourse Note”). The Nonrecourse Note was issued by the Buyer through its newly acquired subsidiary BWR, is payable solely by BWR, and bears no interest. As of the BWR Closing Date, the Company determined that there was no fair value associated with Nonrecourse Note, since the Buyer did not guarantee the note and there is no collateral. Accordingly, the Company will recognize future gains to the extent that cash is collected on the Nonrecourse Note. Under the terms of the Purchase Agreement, on the third anniversary of the BWR Closing Date, the Company has the right to purchase 10 2.5 0.9 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements In connection with the disposition, the Company entered into a Distributor Agreement with BWR, pursuant to which BWR appointed the Company as its exclusive distributor of certain beverage products in Colorado and Wyoming. In addition, the Company and BWR entered into a Transition Services Agreement, under which the Company agreed to provide certain transitional services to BWR until December 31, 2020, unless such services are terminated earlier in accordance with the agreement. The Company recognized a loss on the disposition of the Divested Businesses of $ 3.4 million as follows (in thousands): SCHEDULE OF LOSS ON DISPOSITION OF DIVESTED BUSINESSES Carrying value of consideration received: Cash received $ 590 Nonrecourse Note, face amount of $3.3 million, due June 2021 - Total fair value of consideration received 590 Carrying value of assets conveyed: Cash (209 ) Accounts receivable (1,900 ) Inventories (3,891 ) Identifiable intangible assets (657 ) Right-of-use and other assets (761 ) Property and equipment (125 ) Liabilities assumed: Accounts payable and accrued liabilities 2,549 Accrued compensation and other current liabilities 723 Operating lease liabilities 606 Fair value of consideration conveyed to Buyer (3,665 ) Commissions and other selling expenses (371 ) Loss on disposition $ (3,446 ) In connection with the transaction, the Buyer issued to the Company an unsecured promissory note payable by BWR in 2.5 10 2.5 2.5 691,953 1.25 Accordingly, $1.25 million of the Guaranty Note is reflected as a reduction of stockholders’ equity and $1.25 million is included under the caption “Deposits and other” in the accompanying unaudited condensed consolidated balance sheet as of September 30, 2020. Business Combination Liabilities On December 21, 2018, the Company entered into a business combination with Morinda Holdings, Inc. (“Morinda”). The purchase consideration included the issuance of 43,804 shares of Series D Preferred Stock (the “Preferred Stock”) providing for the potential payment of up to $ 15.0 million (the “Milestone Dividend”) if the Adjusted EBITDA of Morinda was at least $ 20.0 million for the year ended December 31, 2019. If the Adjusted EBITDA of Morinda was less than $20.0 million, the Milestone Dividend was reduced whereby no Milestone Dividend was payable if actual Adjusted EBITDA was $17.0 million or lower. Adjusted EBITDA of Morinda for the year ended December 31, 2019 was less than $17.0 million and, accordingly, no Milestone Dividend was payable to the holders of the Preferred Stock. The Preferred Stock also provided for dividends at a rate of 1.5% per annum of the Milestone Dividend amount. The Preferred Stock terminated on April 15, 2020 , and the Company paid accumulated cash dividends of approximately $ 0.3 million in May 2020. In July 2020, the Company paid the former Morinda stockholders the remainder of the Excess Working Capital (“EWC”) obligation of $ 5.5 SUMMARY OF EARNOUT OBLIGATIONS 2020 2019 Payables to former Morinda stockholders: EWC, due July 2020, net of discount $ - $ 5,283 Earnout under Series D preferred stock - 225 Total $ - $ 5,508 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER FINANCIAL INFORMATION | NOTE 4 — OTHER FINANCIAL INFORMATION Inventories Inventories consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): SCHEDULE OF INVENTORIES 2020 2019 Raw materials $ 10,194 $ 12,848 Work-in-process 1,932 872 Finished goods, net 18,441 22,998 Total inventories $ 30,567 $ 36,718 Other Accrued Liabilities As of September 30, 2020 and December 31, 2019, other accrued liabilities consisted of the following (in thousands): SCHEDULE OF OTHER ACCRUED LIABILITIES 2020 2019 Accrued commissions $ 7,951 $ 8,914 Accrued compensation and benefits 6,645 5,868 Accrued marketing events 7,376 4,568 Deferred revenue 2,334 1,358 Income taxes payable 1,005 15,227 Current portion of operating lease liabilities 5,827 5,673 Other accrued liabilities 8,945 7,843 Total accrued liabilities $ 40,083 $ 49,451 Depreciation and Amortization Expense Depreciation expense related to property and equipment and amortization expense related to identifiable intangible assets, including amounts included in cost of goods sold, are as follows (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2020 2019 2020 2019 Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Depreciation $ 967 $ 972 $ 2,926 $ 2,815 Amortization 888 1,363 2,681 3,961 Total $ 1,855 $ 2,335 $ 5,607 $ 6,776 Restructuring In April and August 2020, the Company initiated restructuring plans that are designed to achieve selling, general and administrative cost reductions. These restructuring plans are primarily focused on reductions in marketing and other personnel. For the three and nine months ended September 30, 2020, the Company implemented headcount reductions of approximately 50 and 150 employees, respectively. These 150 employees whose employment was terminated accounted for estimated annualized compensation and benefit costs of $ 9.6 million. In connection with the termination of employees, the Company incurred severance costs of $ 1.7 million and $ 2.6 million for the three and nine months ended September 30, 2020 and 2019, respectively. These expenses are included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations. For the three months ended September 30, 2020, approximately $ 1.0 million and $ 0.7 million of the severance costs related to the Noni by NewAge segment and the NewAge segment, respectively. For the nine months ended September 30, 2020, approximately $ 1.8 million and $ 0.7 million of the severance costs related to the Noni by NewAge segment and the NewAge segment, respectively. The unpaid portion of severance costs amounted to $ 1.1 million and is included in accrued liabilities as of September 30, 2020. Presented below is a summary of activity affecting the accrued liability for severance benefits for the three and nine months ended September 30, 2020 (in thousands): SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS Three Nine Months Months Accrued liability, beginning of period $ - $ - Severance expense incurred 1,658 2,543 Cash payments (527 ) (1,412 ) Accrued liability, September 30, 2020 $ 1,131 $ 1,131 No assurance can be provided that the restructuring plan will be successful in achieving the annualized cost reductions. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
LEASES
LEASES | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 5 — LEASES Sale Leaseback On March 22, 2019, the Company entered into an agreement with a major Japanese real estate company resulting in the sale for approximately $ 57.1 million of the land and building in Tokyo that serves as the corporate headquarters of the Company’s Japanese subsidiary. Concurrently with the sale, the Company entered into a lease of this property for a term of 27 years with the option to terminate the lease any time after seven years. The monthly lease cost is ¥ 20.0 million (approximately $ 189 ,000 based on the exchange rate as of September 30, 2020) for the initial seven-year period of the lease term. Presented below is a summary of the selling price and resulting gain on sale calculation for the nine months ended September 30, 2019 (in thousands): SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE Gross selling price $ 57,129 Less commissions and other expenses (1,941 ) Less repair obligations (1,675 ) Net selling price 53,513 Cost of land and building sold (29,431 ) Total gain on sale 24,082 Portion of gain related to above-market rent concession (17,640 ) Recognized gain on sale $ 6,442 The Company determined that $ 17.6 24.1 6.4 The $ 17.6 3.5 20 31.9 17.6 14.3 Operating Leases The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between October 2020 and March 2039. The Company has made accounting policy elections (i) to not apply the recognition requirements for short-term leases and (ii) for facility leases, when there are lease and non-lease components, such as common area maintenance charges, to account for the lease and non-lease components as a single lease component. 2.5 2.8 7.6 8.1 12.0 12.5 5.6 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Future Lease Payments As of September 30, 2020, future payments under operating lease agreements are as follows (in thousands): SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS Year Ending December 31, Remainder of 2020 $ 1,710 2021 7,498 2022 5,891 20 5,304 2024 4,943 Thereafter 29,627 Total operating lease payments 54,973 Less imputed interest (15,447 ) (1) Present value of operating lease payments $ 39,526 (1) Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0 Impairment of ROU Asset In June 2019, the Company began attempting to sublease a portion of its right-of-use (“ROU”) assets previously used for warehouse space that are no longer needed for current operations. As a result, an impairment evaluation was completed that resulted in recognition of an impairment charge of $ 1.5 million for the nine months ended September 30, 2019. This evaluation was based on the expected time to obtain a suitable subtenant and current market rates for similar commercial properties. As of December 31, 2019, an updated impairment evaluation was performed that resulted in an additional impairment charge of $ 0.8 million. Due to longer than expected timing to obtain a subtenant, an updated impairment evaluation was completed in June 2020 that resulted in recognition of an additional impairment charge of $ 0.4 million for the nine months ended September 30, 2020. As of September 30, 2020, the Company had recognized cumulative impairment charges of $ 2.7 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 — DEBT Summary of Debt As of September 30, 2020 and December 31, 2019, debt consisted of the following (in thousands): SUMMARY OF DEBT 2020 2019 EWB Credit Facility: Term loan, net of discount of $ 524 and $ 448 as of September 30, 2020 and December 31, 2019, respectively $ 13,100 $ 14,302 Rev - 9,700 PPP Loan payable, interest at 1.0 unsecured due April 2022 6,868 - Installment notes payable 5 8 Total 19,973 24,010 Less current maturities (1,504 ) (11,208 ) Long-term debt, less current maturities $ 18,469 $ 12,802 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Future Debt Maturities As of September 30, 2020, the scheduled future maturities of long-term debt, exclusive of discount accretion, were as follows: SUMMARY FUTURE DEBT MATURITIES Year Ending December 31, Remainder of 2020 $ 376 2021 1,503 2022 8,368 2023 10,250 Total $ 20,497 EWB Credit Facility On March 29, 2019, the Company entered into EWB Credit Facility with EWB. The EWB Credit Facility matures on March 29, 2023 (i) a term loan in the aggregate principal amount of $ 15.0 25.0 10.0 The obligations of the Company under the EWB Credit Facility are secured by substantially all assets of the Company and guaranteed by certain subsidiaries of the Company Borrowings outstanding under the EWB Credit Facility initially provided for interest at the prime rate plus 0.50 4.75 5.25 0.5 2.0 3.25 5.25 125 The EWB Credit Facility requires compliance with certain financial and restrictive covenants and includes customary events of default. Key financial covenants include maintenance of minimum Adjusted EBITDA and a maximum Total Leverage Ratio (all as defined and set forth in the EWB Credit Facility). On March 13, 2020, the Company entered into the third amendment (the “Third Amendment”) to the EWB Credit Facility. In addition to the change in interest rate discussed above, the Third Amendment modified the Credit Facility as follows: ● In March 2020, the Company made an initial deposit of $ 15.1 million in restricted cash accounts designated by EWB. The future requirement to maintain restricted cash will be reduced by the amount of principal payments under the EWB Term Loan after the amendment date. As of September 30, 2020, the restricted cash deposit amounted to $ 14.1 million. ● For any future amounts borrowed under the EWB Revolver, the Company is required to increase restricted cash deposits by the corresponding amount of the borrowings. ● Less stringent requirements are applicable for future compliance with the minimum Adjusted EBITDA covenant, the maximum Total Leverage Ratio, and the Fixed Charge Coverage Ratio (each as defined and set forth in the EWB Credit Facility). Additionally, compliance with the maximum Total Leverage Ratio and the Fixed Charge Coverage Ratio have been delayed until June 30, 2021 . ● The existing provision related to “equity cures” that may be employed to maintain compliance with financial covenants was increased from $5.0 million to $15.0 million for the year ending December 31, 2020, and to $10.0 million per year for each calendar year thereafter ● The Company was required to obtain equity infusions for at least $15.0 million for the nine months ended September 30, 2020. As discussed in Note 7, the Company received gross proceeds of $25.8 million for the nine months ended September 30, 2020. ● The Company was required to obtain equity infusions for gross proceeds of $30.0 million for the year ending December 31, 2020. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements On July 6, 2020, the Company entered into the fourth amendment (the “Fourth Amendment”) to the EWB Credit Facility. The Fourth Amendment reduced the amount of restricted cash in China with a corresponding increase in restricted cash in the United States. The Fourth Amendment also permitted the Company to purchase up to $ 1.2 million of shares of its Common Stock with a corresponding increase in the requirement of cash equity infusions from $ 30.0 million to approximately $ 31.2 million for the year ending December 31, 2020. Accordingly, equity infusions for gross proceeds of $31.2 million are now required for the year ending December 31, 2020. After deducting gross proceeds of $ 25.8 million received for the nine months ended September 30, 2020, additional equity infusions that result in gross proceeds of $ 5.4 million must be received by December 31, 2020. The Company evaluated the terms of the Third Amendment and the Fourth Amendment and determined they should be accounted for as modifications, whereby additional debt discount and issuance costs of approximately $ 0.2 million were incurred. As of September 30, 2020, the Company was not in compliance with the minimum Adjusted EBITDA covenant under the EWB Credit Facility. As discussed in Note 14, the Company entered into an amendment and waiver to the EWB Credit Facility on November 5, 2020, pursuant to which EWB provided a waiver and agreed to eliminate the requirement to comply with the minimum Adjusted EBITDA financial covenant in future periods. PPP Loan On April 14, 2020, the Company entered into the PPP Loan pursuant to the Paycheck Protection Program under the CARES Act with EWB in an aggregate principal amount of approximately $ 6.9 million. The PPP Loan bears interest at a fixed rate of 1.0 % per annum, with the first six months of interest deferred, has a term of two years, and is unsecured and guaranteed by the U.S. Small Business Administration (“SBA”). The Company intends to apply to the lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent and mortgage obligations, and covered utility payments incurred by the Company during the permitted period beginning on April 10, 2020, calculated in accordance with the terms of the CARES Act. The Company’s eligibility for the PPP Loan, expenditures that qualify toward forgiveness, and the final balance of the PPP Loan that may be forgiven are subject to audit and final approval by the SBA. To the extent that all or part of the PPP Loan is not forgiven, the Company will be required to pay interest at 1.0% whereby all accrued interest and principal will be payable on the maturity date in April 2022. The terms of the PPP Loan provide for customary events of default including, among other things, payment defaults, breach of representations and warranties, and insolvency events. The PPP Loan may be accelerated upon the occurrence of an event of default, including if the SBA subsequently reaches an audit determination that the Company does not meet the eligibility criteria. The PPP Loan is being accounted for under ASC 470, Debt NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Changes in Stockholders’ Equity Changes in stockholders’ equity for the three months ended September 30, 2020 and 2019 were as follows (in thousands): SCHEDULE OF CHANGES IN STOCKHOLDERS' EQUITY Shares Amount Amount Amount Amount Amount Amount Note Accumulated Additional Receivable Other Common Stock Paid-in For Stock Comprehensive Accumulated Shares Amount Capital Subscription Income (Loss) Deficit Total Three Months Ended September 30, 2020 Balances, June 30, 2020 98,442 $ 98 $ 231,201 $ - $ (141 ) $ (133,643 ) $ 97,515 Issuance of Common Stock: ATM Agreement, net of offering costs - - (70 ) - - - (70 ) In exchange for note receivable 692 1 1,249 (1,250 ) - - - Exercise of stock options 15 - 30 - - - 30 Vesting of restricted stock awards 121 - - - - - - Business combination with BWR - Purchase and retirement of stock (780 ) (1 ) (1,192 ) - - - (1,193 ) Stock-based compensation expense - - 957 - - - 957 Other comprehensive income - - - - 1,275 - 1,275 Net loss - - - - - (14,133 ) (14,133 ) Balances, September 30, 2020 98,490 $ 98 $ 232,175 $ (1,250 ) $ 1,134 $ (147,776 ) $ 84,381 Three Months Ended September 30, 2019 Balances, June 30, 2019 77,624 $ 77 $ 192,034 $ - $ 1,622 $ (35,933 ) $ 157,800 Issuance of Common Stock: ATM Agreement, net of offering costs 542 1 2,093 - - - 2,094 Business combination with BWR 108 - 453 - - - 453 Stock-based compensation expense - - 1,525 - - - 1,525 Other comprehensive loss - - - - (1,138 ) - (1,138 ) Net loss - - - - - (10,687 ) (10,687 ) Balances, September 30, 2019 78,274 $ 78 $ 196,105 $ - $ 484 $ (46,620 ) $ 150,047 Stock Purchase On July 6, 2020, the Company purchased from the Company’s Chief Executive Officer a total of 780,000 At the Market Offering Agreement On April 30, 2019, the Company entered into an At the Market Offering Agreement (“ATM Agreement”) with Roth Capital Partners, LLC (the “Agent”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $ 100 ATM Agreement was amended and restated to eliminate the previous termination date of April 30, 2020 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The Company has no obligation to sell any of the Placement Shares under the ATM Agreement. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital. Under the terms of the ATM Agreement, the Company agreed to pay the Agent a commission equal to 3.0% of the gross proceeds from the gross sales price of the Placement Shares up to $ 30 million, and 2.5% of the gross proceeds from the gross sales price of the Placement Shares in excess of $ 30 million. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering. Through September 30, 2020, an aggregate of approximately 22.1 million shares of Common Stock were sold for gross proceeds of approximately $ 46.5 million. For the nine months ended September 30, 2020, an aggregate of 16.1 million shares were sold for gross proceeds of $ 25.8 million. Total commissions and fees of $ 0.9 million were deducted from the gross proceeds for the nine months ended September 30, 2020. Presented below is a summary of Common Stock issued pursuant to the ATM Agreement for the three and nine months ended September 30, 2020 and 2019 (in thousands, except per share amounts): SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT Number Gross Proceeds Offering Costs Net Description Of Shares Per Share Amount Commissions Other Proceeds Nine Months Ended September 30, 2020: Three months ended March 31, 2020 4,939 $ 1.73 $ 8,545 $ (257 ) $ (3 ) $ 8,285 Three months ended June 30, 2020 11,191 $ 1.54 17,270 (436 ) (91 ) 16,743 Three months ended September 30, 2020 - $ - - - (70 ) (70 ) Total 16,130 $ 1.60 $ 25,815 $ (693 ) $ (164 ) $ 24,958 Nine Months Ended September 30, 2019: Three months ended March 31, 2019 - $ - $ - $ - $ - $ - Three months ended June 30, 2019 2,225 $ 5.27 11,733 (352 ) (240 ) 11,141 Three months ended September 30, 2019 542 $ 4.09 2,215 (66 ) (55 ) 2,094 Total 2,767 $ 5.04 $ 13,948 $ (418 ) $ (295 ) $ 13,235 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 8 — STOCK OPTIONS AND WARRANTS Stock Option Activity The following table sets forth stock option activity under the Company’s stock option plans for the nine months ended September 30, 2020 (shares in thousands): SCHEDULE OF STOCK OPTION ACTIVITY Shares Price (1) Term (2) Outstanding, December 31, 2019 3,551 $ 2.65 8.7 Grants 458 $ 1.78 Modifications 347 (3) $ 2.09 Forfeited (1,001 ) $ 2.49 Exercised (18 ) $ 1.83 Outstanding, September 30, 2020 3,337 (4) $ 2.52 7.3 Vested, September 30, 2020 1,377 (4) $ 2.36 5.4 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) In connection with the restructuring activities discussed in Note 4, the Company agreed to extend the exercise period for options that would have otherwise expired unexercised. The Company accounted for these changes as improbable to probable modifications of the original awards, whereby compensation cost was remeasured on the date of the modification and expense was recognized immediately, or over the vesting period if applicable. (4) As of September 30, 2020, the closing price of the Company’s Common Stock was $ 1.73 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Using the BSM option-pricing model, the weighted-average grant date fair value per share was $ 1.42 3.26 0.14 3.40 Restricted Stock Activity The following table sets forth share activity related to grants of restricted stock under the Company’s stock option plans for the nine months ended September 30, 2020 (in thousands): SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Type of Awards Equity Liability (1) Unvested shares, December 31, 2019 2,123 37 Unvested awards granted to Board members 339 (2) - Other unvested awards granted 556 (3) - Forfeitures (913 ) (2 ) Vested shares (330 ) - Unvested shares, September 30, 2020 1,775 35 Intrinsic value, September 30, 2020 $ 3,070 (4) $ 60 (4) (1) Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company’s condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company’s Common Stock at the end of each reporting period until these awards vest. As of September 30, 2020 and December 31, 2019, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on those dates. (2) Represents grants of unvested awards to members of the Board of Directors whereby the shares of Common Stock will vest one year after the grant date. The fair value of the shares was recorded based on the closing price for the Company’s Common Stock of $ 1.77 per share on the grant date. (3) Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company’s Common Stock on the respective grant dates. (4) The intrinsic value is based on the closing price of the Company’s Common Stock of $ 1.73 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Stock-Based Compensation Expense Substantially all stock-based compensation expense is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. The table below summarizes stock-based compensation expense related to stock options and restricted stock awards for the three and nine months ended September 30, 2020 and 2019, and the unrecognized compensation expense as of September 30, 2020 and 2019 (in thousands): SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Stock-based Compensation Expense (Recovery) Three Months Ended Nine Months Ended Unrecognized Expense September 30, September 30, as of September 30, 2020 2019 2020 2019 2020 2019 Plan-based stock options awards $ 374 $ 1,102 $ 1,470 $ 2,040 $ 2,815 $ 3,729 Plan-based restricted stock awards: Equity-classified 583 597 1,923 2,870 2,453 2,348 Liability-classified 9 (708 ) 22 304 38 125 Non-plan equity-classified restricted stock awards - - - 64 - - Total $ 966 $ 991 $ 3,415 $ 5,278 $ 5,306 $ 6,202 As of September 30, 2020, unrecognized stock-based compensation expense is expected to be recognized on a straight-line basis over a weighted-average period of approximately 1.6 1.6 1.2 Warrants As of September 30, 2020 and 2019, the Company had warrants outstanding for 0.3 million shares of Common Stock with a weighted average exercise price of $ 4 .80 0.1 0.2 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 — INCOME TAXES The Company’s provision for income taxes for the three months ended September 30, 2020 and 2019 resulted in income tax expense of $ 0.6 million and $ 6.7 million, respectively. The effective tax rate as a percentage of pre-tax losses for the three months ended September 30, 2020 and 2019 was negative 5 % and negative 166 %, respectively, compared to the U.S. federal statutory rate of 21 %. The negative effective tax rate for the three months ended September 30, 2020 was primarily due to foreign income tax expense on profitable foreign operations and the impact of the domestic valuation allowance offsetting domestic income tax benefits. The difference between the negative effective tax rate of 166 % for the three months ended September 30, 2019 and the U.S. federal statutory rate was primarily attributable to the establishment of a valuation allowance applied to the Company’s domestic net deferred tax assets. The Company’s provision for income taxes for the nine months ended September 30, 2020 and 2019 resulted in income tax expense of $ 1.9 million and $ 12.8 million, respectively. The effective tax rate as a percentage of pre-tax losses for the nine months ended September 30, 2020 and 2019 was negative 6 % and negative 114 %, respectively, compared to the U.S. federal statutory rate of 21 %. The negative effective tax rate for the nine months ended September 30, 2020 was primarily due to foreign income tax expense on profitable foreign operations and the impact of the domestic valuation allowance offsetting domestic income tax benefits. The difference between the negative effective tax rate of 114 % for the nine months ended September 30, 2019 and the U.S. federal statutory rate was primarily attributable to the establishment of a valuation allowance. Interim income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete tax items in the period in which they occur. Although the Company believes its tax estimates are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which it has reflected in its historical income tax provisions and accruals. Such differences could have a material impact on the Company’s income tax provision and operating results in the period in which the Company makes such determination. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The total outstanding balance for liabilities related to unrecognized tax benefits was $ 1.5 million as of September 30, 2020 and December 31, 2019. These amounts are included in accrued employee benefits and other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within the next twelve months. |
CONTINGENCIES
CONTINGENCIES | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 10 — CONTINGENCIES Litigation, Claims and Assessments The Company’s operations are subject to numerous governmental rules and regulations in each of the countries it does business. These rules and regulations include a complex array of tax and customs regulations as well as restrictions on product ingredients and claims, the commissions paid to the Company’s independent product consultants (“IPCs”), labeling and packaging of products, conducting business as a direct-selling business, and other facets of manufacturing and selling products. In some instances, the rules and regulations may not be fully defined under the law or are otherwise unclear in their application. Additionally, laws and regulations can change from time to time, as can their interpretation by the courts, administrative bodies, and the tax and customs authorities in each country. The Company actively seeks to be in compliance, in all material respects, with the laws of each of the countries in which it does business and expects its IPCs to do the same. The Company’s operations are often subject to review by local country tax and customs authorities and inquiries from other governmental agencies. No assurance can be given that the Company’s compliance with governmental rules and regulations will not be challenged by the authorities or that such challenges will not result in assessments or required changes in the Company’s business that could have a material impact on its business, consolidated financial statements and cash flow. The Company has various legal and other contingencies in several countries. Such exposure could be material depending upon the ultimate resolution of each situation. As of September 30, 2020 and December 31, 2019, accrued liabilities include a current liability determined under ASC 450, Contingencies 1.9 million and $ 0.9 million, respectively. From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. COVID-19 Pandemic In December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of the virus resulted in a world-wide pandemic. By March 2020, the U.S. economy had been largely shut down by mass quarantines and government mandated stay-in-place orders (the “Orders”) to halt the spread of the virus. While some of these Orders were relaxed or lifted in different jurisdictions at various times during the three and nine months ended September 30, 2020, the overall impact of COVID-19 continues to have an adverse impact on business activities across the world. The Orders required some of the Company’s employees to work from home when possible, and other employees were entirely prevented from performing their job duties at times. The world-wide response to the pandemic has resulted in a significant downturn in economic activity and there is no assurance that government stimulus programs will successfully restore the economy to the levels that existed before the pandemic. If an economic recession or depression is sustained, it could have a material adverse effect on the Company’s business as consumer demand for its products could decrease. Foreign jurisdictions accounted for approximately 62% of the Company’s net revenue for the three months ended September 30, 2020. The impact of COVID-19 was a significant contributing factor for the three months ended September 30, 2020 that resulted in decreases in net revenue in foreign countries as a group. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements In most jurisdictions, the Orders have been relaxed or lifted but considerable uncertainty remains about whether the Orders will need to be reinstated as the spread of COVID-19 continues. While the current disruption to the Company’s business is expected to be temporary, the long-term financial impact on the Company’s business cannot be reasonably estimated at this time. Employment Agreements On May 8, 2020, the Company entered into employment agreements with three executive officers, Brent Willis, Gregory Gould, and David Vanderveen. The employment agreements provide for aggregate annual base compensation of $ 650 ,000, $ 500 ,000, and $ 550 ,000 plus target annual performance bonuses of 100 %, 50 %, and 50 % of annual base compensation for Mr. Willis, Mr. Gould, and Mr. Vanderveen, respectively. The agreements expire on January 1, 2023 and provide for annual renewal periods thereafter. If the employment agreements are terminated by the Company for Cause (as defined in the employment agreements) or an officer resigns without Good Reason (as defined in the employment agreements), becomes disabled, or dies before the expiration date, the Company is required to pay base salary through the termination date plus reimbursement of business expenses and unused vacation. If the Company terminates the employment agreements with Messrs. Willis or Gould without Cause or they resign for Good Reason, the Company will be required to make severance payments of 18 months and 12 months of base compensation and health insurance benefits, for Mr. Willis and Mr. Gould, respectively, plus the target performance bonus that would have been otherwise payable for the year in which termination occurs. On September 4, 2020, the Company and David Vanderveen entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) in connection with his resignation from the Company, which was deemed effective as of August 1, 2020. Under the Settlement Agreement, Mr. Vanderveen’s employment agreement discussed above was cancelled and he agreed to release any and all claims he may have against the Company in exchange for receiving (i) $ 0.4 0.3 41,250 42,900 1.77 September 4, 2021 22,500 |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 11 — NET LOSS PER SHARE Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The calculation of diluted net loss per share includes dilutive stock options, unvested restricted stock awards, and other Common Stock equivalents computed using the treasury stock method, in order to compute the weighted average number of shares outstanding. For the three and nine months ended September 30, 2020 and 2019, basic and diluted net loss per share were the same since all Common Stock equivalents were anti-dilutive. As of September 30, 2020 and 2019, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands): SCHEDULE OF LOSS PER SHARE 2020 2019 Equity incentive plan awards: Stock options 3,337 2,646 Restricted stock awards 1,810 1,161 Common stock purchase warrants 311 200 Total 5,458 4,007 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | NOTE 12 — FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair measurement: Level 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date As of September 30, 2020 and December 31, 2019, the fair value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values due to the short-term nature of these instruments. Cash equivalents consist of short-term certificates of deposit that are classified as Level 2. The recorded amounts for the business combination obligations in Note 3 and the debt obligations in Note 6 also approximated fair value due to the short-term maturities of the business combination liabilities, and the variable nature of the interest rates under the EWB Credit Facility. The notes receivable from BWR discussed in Note 3 were recorded at estimated fair value as of September 24, 2020. Due to the U.S. government guarantee and the otherwise unique terms of the PPP Loan discussed in Note 6, it was not possible to determine fair value of this debt instrument. Recurring Fair Value Measurements Recurring measurements of the fair value of assets and liabilities as of September 30, 2020 and December 31, 2019 were as follows: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES As of September 30, 2020 As of December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Interest rate swap liability $ - $ 355 $ - $ 355 $ - $ 99 $ - $ 99 Embedded derivative liability - - 136 136 - - - - Earnout under Series D preferred stock - - - - - - 225 225 Total $ $ 355 $ 136 $ 491 $ $ 99 $ 225 $ 324 The interest rate swap agreement provides for a total notional amount of $10.0 million at a fixed interest rate of approximately 5.4% through May 1, 2023, in exchange for a floating rate indexed to the prime rate plus 0.50%, and is classified within Level 2 of the fair value hierarchy. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the nine months ended September 30, 2020 and 2019, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Significant Concentrations A significant portion of the Noni by NewAge business is conducted in foreign markets, exposing the Company to the risks of trade or foreign exchange restrictions, increased tariffs, foreign currency fluctuations and similar risks associated with foreign operations. As set forth in Note 13, for the three and nine months ended September 30, 2020 and 2019, a significant portion of the Company’s consolidated net revenue was generated outside the United States, primarily in the Asia Pacific market. Most of the Noni by NewAge’s products have a component of the Noni plant, Morinda Citrifolia (“Noni”) as a common element. Tahitian Noni ® Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions. Cash deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of September 30, 2020, the Company had cash, cash equivalents and restricted cash with two financial institutions in the United States with balances of $ 11.4 3.9 6.8 6.0 22.2 1.4 6.6 3.6 Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains allowances for potential bad debts. |
SEGMENTS AND GEOGRAPHIC CONCENT
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS | NOTE 13 — SEGMENTS AND GEOGRAPHIC CONCENTRATIONS Reportable Segments The Company follows segment reporting in accordance with ASC Topic 280, Segment Reporting The Noni by NewAge segment is engaged in the development, manufacturing, and marketing of Tahitian Noni® Juice, MAX and other noni beverages as well as other nutritional, cosmetic and personal care products. The Noni by NewAge segment has manufacturing operations in Tahiti, Germany, Japan, the United States, and China. The Noni by NewAge segment’s products are sold and distributed in more than 60 countries using IPCs through its direct to consumer selling network and ecommerce business model. As of September 30, 2020, the NewAge segment is a direct-store-distribution (“DSD”) business servicing Colorado and Wyoming. Until September 24, 2020 when the Company disposed of the Divested Businesses discussed in Note 3, the NewAge segment also marketed and sold a portfolio of healthy beverage brands including XingTea, Búcha® Live Kombucha, Coco-Libre, Evian, Nestea, Illy Coffee and Volvic. These products were distributed through a hybrid of routes to market throughout the United States and in a few countries around the world. The NewAge segment brands were sold in all channels of distribution including hypermarkets, supermarkets, pharmacies, convenience, gas and other outlets. In connection with the disposition of the Divested Businesses, the Company entered into a Distributor Agreement, pursuant to which BWR appointed the Company as its exclusive distributor of certain beverage products in Colorado and Wyoming. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Net revenue by reporting segment for the three and nine months ended September 30, 2020 and 2019, was as follows (in thousands): SUMMARY OF SEGMENT REPORTING Three Months Ended Nine Months Ended September 30, September 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 46,585 $ 54,843 $ 143,556 $ 155,125 NewAge 16,134 14,985 45,493 39,358 Net revenue $ 62,719 $ 69,828 $ 189,049 $ 194,483 Gross profit (loss) by reporting segment for the three and nine months ended September 30, 2020 and 2019, was as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 35,465 $ 43,288 $ 110,974 $ 121,462 NewAge 2,030 (2,992 ) 6,123 (941 ) Gross profit $ 37,495 $ 40,296 $ 117,097 $ 120,521 Assets by reporting segment as of September 30, 2020 and December 31, 2019, were as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 178,911 $ 201,600 NewAge 40,847 49,530 Total assets $ 219,758 $ 251,130 Depreciation and amortization expense by reporting segment, including amounts charged to cost of goods sold for the three and nine months ended September 30, 2020 and 2019, was as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 1,713 $ 1,686 $ 5,157 $ 5,052 NewAge 142 649 450 1,724 Total depreciation and amortization $ 1,855 $ 2,335 $ 5,607 $ 6,776 Capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the three and nine months ended September 30, 2020 and 2019, were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 128 $ 571 $ 1,881 $ 1,127 NewAge - 736 227 1,449 Total capital expenditures $ 128 $ 1,307 $ 2,108 $ 2,576 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Geographic Concentrations The Company attributes net revenue to geographic regions based on the location of its customers’ contracting entity. The following table presents net revenue by geographic region for the three and nine months ended September 30, 2020 and 2019 (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 United States of America $ 23,638 $ 21,186 (1) $ 65,554 $ 57,754 (2) Japan 21,268 22,167 (1) 63,075 65,599 (2) China 10,169 17,320 36,325 43,882 Other countries 7,644 9,155 (1) 24,095 27,248 (2) Net revenue $ 62,719 $ 69,828 $ 189,049 $ 194,483 (1) For the three months ended September 30, 2019, the previously reported amounts have been corrected to decrease net revenue attributable to Japan and other countries of $ 1.6 (2) For the nine months ended September 30, 2019, the previously reported amounts have been corrected to decrease net revenue attributable to Japan and other countries of $ 4.7 As of September 30, 2020 and December 31, 2019, the net carrying value of property and equipment located outside of the United States amounted to approximately $ 22.7 22.1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 14 — SUBSEQUENT EVENTS Waiver Under EWB Credit Facility As of September 30, 2020, the Company was not in compliance with the minimum adjusted EBITDA covenant under the EWB Credit Facility discussed in Note 6. On November 5, 2020, the Company entered into a Fifth Amendment and Waiver (the “Fifth Amendment”) to the EWB Credit Facility. Under the Fifth Amendment, EWB waived non-compliance by the Company due to its inability to achieve Adjusted EBITDA (as defined in the EWB Credit Facility) of at least $ 4.0 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Accounting Policies [Abstract] | |
Segments | Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented for each reportable segment for purposes of making operating decisions and assessing financial performance. The Company’s CODM assesses performance and allocates resources based on the financial information of two |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2020 should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 16, 2020 and as amended on April 28, 2020 (the “2019 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements. The Company’s financial condition as of September 30, 2020 and operating results for the three and nine months ended September 30, 2020 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2020. |
Use of Estimates | Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, impairment of goodwill and long-lived assets; valuation assumptions for earnout obligations and assets acquired in business combinations; valuation assumptions for stock options, warrants and equity instruments issued for goods or services; estimated useful lives for identifiable intangible assets and property and equipment; allowances for sales returns, chargebacks and inventory obsolescence; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation will be affected. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following accounting standards were adopted during the nine months ended September 30, 2020: In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments – Credit Losses. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. No other recently issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements. |
BUSINESS COMBINATIONS AND DIS_2
BUSINESS COMBINATIONS AND DISPOSITIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Combinations [Abstract] | |
SCHEDULE OF CONTINGENT SHARE ISSUANCES | SCHEDULE OF CONTINGENT SHARE ISSUANCES Timing of Contingent Share Issuances 30 days after stockholder approval: Sellers Agent 7,000 Ariix employee severance consideration 1,667 Closing Date Anniversary: 12 Months 25,500 14 Months 2,900 Total 37,067 |
SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS | For the three and nine months ended September 30, 2020, the accompanying condensed consolidated statements of operations include net revenue and net losses related to the post-acquisition results of operations of BWR, as follows (in thousands): SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS 2020 2019 2020 2019 Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Net revenue (1) $ 1,507 $ 2,432 $ 6,417 $ 2,432 Net loss (1) $ (844) (2) $ (855) $ (3,490) (2 ) $ (855) (1) Net revenue and net loss exclude the operating results of all U.S. retail brands that were sold in a combined transaction with the BWR subsidiary on September 24, 2020 as discussed below. (2) Net loss excludes the loss on disposal of $ 3.4 million from the sale in a combined transaction of the BWR subsidiary and substantially all U.S. retail brands as discussed below. |
SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES | The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the three and nine months ended September 30, 2019 giving effect to the BWR business combination as if it had occurred on January 1, 2019 (in thousands, except loss per share amount): SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES Three Nine Months Months Net revenue $ 70,189 $ 203,007 Net loss $ (10,823 ) $ (25,426 ) Net loss per share- basic and diluted $ (0.14) $ (0.33) Weighted average number of shares of common stock outstanding- basic and diluted 78,184 76,658 |
SUMMARY OF EARNOUT OBLIGATIONS | SCHEDULE OF LOSS ON DISPOSITION OF DIVESTED BUSINESSES Carrying value of consideration received: Cash received $ 590 Nonrecourse Note, face amount of $3.3 million, due June 2021 - Total fair value of consideration received 590 Carrying value of assets conveyed: Cash (209 ) Accounts receivable (1,900 ) Inventories (3,891 ) Identifiable intangible assets (657 ) Right-of-use and other assets (761 ) Property and equipment (125 ) Liabilities assumed: Accounts payable and accrued liabilities 2,549 Accrued compensation and other current liabilities 723 Operating lease liabilities 606 Fair value of consideration conveyed to Buyer (3,665 ) Commissions and other selling expenses (371 ) Loss on disposition $ (3,446 ) In connection with the transaction, the Buyer issued to the Company an unsecured promissory note payable by BWR in 2.5 10 2.5 2.5 691,953 1.25 Accordingly, $1.25 million of the Guaranty Note is reflected as a reduction of stockholders’ equity and $1.25 million is included under the caption “Deposits and other” in the accompanying unaudited condensed consolidated balance sheet as of September 30, 2020. Business Combination Liabilities On December 21, 2018, the Company entered into a business combination with Morinda Holdings, Inc. (“Morinda”). The purchase consideration included the issuance of 43,804 shares of Series D Preferred Stock (the “Preferred Stock”) providing for the potential payment of up to $ 15.0 million (the “Milestone Dividend”) if the Adjusted EBITDA of Morinda was at least $ 20.0 million for the year ended December 31, 2019. If the Adjusted EBITDA of Morinda was less than $20.0 million, the Milestone Dividend was reduced whereby no Milestone Dividend was payable if actual Adjusted EBITDA was $17.0 million or lower. Adjusted EBITDA of Morinda for the year ended December 31, 2019 was less than $17.0 million and, accordingly, no Milestone Dividend was payable to the holders of the Preferred Stock. The Preferred Stock also provided for dividends at a rate of 1.5% per annum of the Milestone Dividend amount. The Preferred Stock terminated on April 15, 2020 , and the Company paid accumulated cash dividends of approximately $ 0.3 million in May 2020. In July 2020, the Company paid the former Morinda stockholders the remainder of the Excess Working Capital (“EWC”) obligation of $ 5.5 SUMMARY OF EARNOUT OBLIGATIONS 2020 2019 Payables to former Morinda stockholders: EWC, due July 2020, net of discount $ - $ 5,283 Earnout under Series D preferred stock - 225 Total $ - $ 5,508 |
SUMMARY OF EARNOUT OBLIGATIONS | SUMMARY OF EARNOUT OBLIGATIONS 2020 2019 Payables to former Morinda stockholders: EWC, due July 2020, net of discount $ - $ 5,283 Earnout under Series D preferred stock - 225 Total $ - $ 5,508 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): SCHEDULE OF INVENTORIES 2020 2019 Raw materials $ 10,194 $ 12,848 Work-in-process 1,932 872 Finished goods, net 18,441 22,998 Total inventories $ 30,567 $ 36,718 |
SCHEDULE OF OTHER ACCRUED LIABILITIES | As of September 30, 2020 and December 31, 2019, other accrued liabilities consisted of the following (in thousands): SCHEDULE OF OTHER ACCRUED LIABILITIES 2020 2019 Accrued commissions $ 7,951 $ 8,914 Accrued compensation and benefits 6,645 5,868 Accrued marketing events 7,376 4,568 Deferred revenue 2,334 1,358 Income taxes payable 1,005 15,227 Current portion of operating lease liabilities 5,827 5,673 Other accrued liabilities 8,945 7,843 Total accrued liabilities $ 40,083 $ 49,451 |
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE | Depreciation expense related to property and equipment and amortization expense related to identifiable intangible assets, including amounts included in cost of goods sold, are as follows (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2020 2019 2020 2019 Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Depreciation $ 967 $ 972 $ 2,926 $ 2,815 Amortization 888 1,363 2,681 3,961 Total $ 1,855 $ 2,335 $ 5,607 $ 6,776 |
SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS | SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS Three Nine Months Months Accrued liability, beginning of period $ - $ - Severance expense incurred 1,658 2,543 Cash payments (527 ) (1,412 ) Accrued liability, September 30, 2020 $ 1,131 $ 1,131 |
LEASES (Tables)
LEASES (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE | SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE Gross selling price $ 57,129 Less commissions and other expenses (1,941 ) Less repair obligations (1,675 ) Net selling price 53,513 Cost of land and building sold (29,431 ) Total gain on sale 24,082 Portion of gain related to above-market rent concession (17,640 ) Recognized gain on sale $ 6,442 |
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS | As of September 30, 2020, future payments under operating lease agreements are as follows (in thousands): SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS Year Ending December 31, Remainder of 2020 $ 1,710 2021 7,498 2022 5,891 20 5,304 2024 4,943 Thereafter 29,627 Total operating lease payments 54,973 Less imputed interest (15,447 ) (1) Present value of operating lease payments $ 39,526 (1) Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
SUMMARY OF DEBT | As of September 30, 2020 and December 31, 2019, debt consisted of the following (in thousands): SUMMARY OF DEBT 2020 2019 EWB Credit Facility: Term loan, net of discount of $ 524 and $ 448 as of September 30, 2020 and December 31, 2019, respectively $ 13,100 $ 14,302 Rev - 9,700 PPP Loan payable, interest at 1.0 unsecured due April 2022 6,868 - Installment notes payable 5 8 Total 19,973 24,010 Less current maturities (1,504 ) (11,208 ) Long-term debt, less current maturities $ 18,469 $ 12,802 |
SUMMARY FUTURE DEBT MATURITIES | As of September 30, 2020, the scheduled future maturities of long-term debt, exclusive of discount accretion, were as follows: SUMMARY FUTURE DEBT MATURITIES Year Ending December 31, Remainder of 2020 $ 376 2021 1,503 2022 8,368 2023 10,250 Total $ 20,497 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
SCHEDULE OF CHANGES IN STOCKHOLDERS' EQUITY | Changes in stockholders’ equity for the three months ended September 30, 2020 and 2019 were as follows (in thousands): SCHEDULE OF CHANGES IN STOCKHOLDERS' EQUITY Shares Amount Amount Amount Amount Amount Amount Note Accumulated Additional Receivable Other Common Stock Paid-in For Stock Comprehensive Accumulated Shares Amount Capital Subscription Income (Loss) Deficit Total Three Months Ended September 30, 2020 Balances, June 30, 2020 98,442 $ 98 $ 231,201 $ - $ (141 ) $ (133,643 ) $ 97,515 Issuance of Common Stock: ATM Agreement, net of offering costs - - (70 ) - - - (70 ) In exchange for note receivable 692 1 1,249 (1,250 ) - - - Exercise of stock options 15 - 30 - - - 30 Vesting of restricted stock awards 121 - - - - - - Business combination with BWR - Purchase and retirement of stock (780 ) (1 ) (1,192 ) - - - (1,193 ) Stock-based compensation expense - - 957 - - - 957 Other comprehensive income - - - - 1,275 - 1,275 Net loss - - - - - (14,133 ) (14,133 ) Balances, September 30, 2020 98,490 $ 98 $ 232,175 $ (1,250 ) $ 1,134 $ (147,776 ) $ 84,381 Three Months Ended September 30, 2019 Balances, June 30, 2019 77,624 $ 77 $ 192,034 $ - $ 1,622 $ (35,933 ) $ 157,800 Issuance of Common Stock: ATM Agreement, net of offering costs 542 1 2,093 - - - 2,094 Business combination with BWR 108 - 453 - - - 453 Stock-based compensation expense - - 1,525 - - - 1,525 Other comprehensive loss - - - - (1,138 ) - (1,138 ) Net loss - - - - - (10,687 ) (10,687 ) Balances, September 30, 2019 78,274 $ 78 $ 196,105 $ - $ 484 $ (46,620 ) $ 150,047 |
SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT | SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT Number Gross Proceeds Offering Costs Net Description Of Shares Per Share Amount Commissions Other Proceeds Nine Months Ended September 30, 2020: Three months ended March 31, 2020 4,939 $ 1.73 $ 8,545 $ (257 ) $ (3 ) $ 8,285 Three months ended June 30, 2020 11,191 $ 1.54 17,270 (436 ) (91 ) 16,743 Three months ended September 30, 2020 - $ - - - (70 ) (70 ) Total 16,130 $ 1.60 $ 25,815 $ (693 ) $ (164 ) $ 24,958 Nine Months Ended September 30, 2019: Three months ended March 31, 2019 - $ - $ - $ - $ - $ - Three months ended June 30, 2019 2,225 $ 5.27 11,733 (352 ) (240 ) 11,141 Three months ended September 30, 2019 542 $ 4.09 2,215 (66 ) (55 ) 2,094 Total 2,767 $ 5.04 $ 13,948 $ (418 ) $ (295 ) $ 13,235 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table sets forth stock option activity under the Company’s stock option plans for the nine months ended September 30, 2020 (shares in thousands): SCHEDULE OF STOCK OPTION ACTIVITY Shares Price (1) Term (2) Outstanding, December 31, 2019 3,551 $ 2.65 8.7 Grants 458 $ 1.78 Modifications 347 (3) $ 2.09 Forfeited (1,001 ) $ 2.49 Exercised (18 ) $ 1.83 Outstanding, September 30, 2020 3,337 (4) $ 2.52 7.3 Vested, September 30, 2020 1,377 (4) $ 2.36 5.4 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) In connection with the restructuring activities discussed in Note 4, the Company agreed to extend the exercise period for options that would have otherwise expired unexercised. The Company accounted for these changes as improbable to probable modifications of the original awards, whereby compensation cost was remeasured on the date of the modification and expense was recognized immediately, or over the vesting period if applicable. (4) As of September 30, 2020, the closing price of the Company’s Common Stock was $ 1.73 |
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY | The following table sets forth share activity related to grants of restricted stock under the Company’s stock option plans for the nine months ended September 30, 2020 (in thousands): SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Type of Awards Equity Liability (1) Unvested shares, December 31, 2019 2,123 37 Unvested awards granted to Board members 339 (2) - Other unvested awards granted 556 (3) - Forfeitures (913 ) (2 ) Vested shares (330 ) - Unvested shares, September 30, 2020 1,775 35 Intrinsic value, September 30, 2020 $ 3,070 (4) $ 60 (4) (1) Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company’s condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company’s Common Stock at the end of each reporting period until these awards vest. As of September 30, 2020 and December 31, 2019, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on those dates. (2) Represents grants of unvested awards to members of the Board of Directors whereby the shares of Common Stock will vest one year after the grant date. The fair value of the shares was recorded based on the closing price for the Company’s Common Stock of $ 1.77 per share on the grant date. (3) Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company’s Common Stock on the respective grant dates. (4) The intrinsic value is based on the closing price of the Company’s Common Stock of $ 1.73 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | Substantially all stock-based compensation expense is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. The table below summarizes stock-based compensation expense related to stock options and restricted stock awards for the three and nine months ended September 30, 2020 and 2019, and the unrecognized compensation expense as of September 30, 2020 and 2019 (in thousands): SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Stock-based Compensation Expense (Recovery) Three Months Ended Nine Months Ended Unrecognized Expense September 30, September 30, as of September 30, 2020 2019 2020 2019 2020 2019 Plan-based stock options awards $ 374 $ 1,102 $ 1,470 $ 2,040 $ 2,815 $ 3,729 Plan-based restricted stock awards: Equity-classified 583 597 1,923 2,870 2,453 2,348 Liability-classified 9 (708 ) 22 304 38 125 Non-plan equity-classified restricted stock awards - - - 64 - - Total $ 966 $ 991 $ 3,415 $ 5,278 $ 5,306 $ 6,202 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE | SCHEDULE OF LOSS PER SHARE 2020 2019 Equity incentive plan awards: Stock options 3,337 2,646 Restricted stock awards 1,810 1,161 Common stock purchase warrants 311 200 Total 5,458 4,007 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES | Recurring measurements of the fair value of assets and liabilities as of September 30, 2020 and December 31, 2019 were as follows: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES As of September 30, 2020 As of December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Interest rate swap liability $ - $ 355 $ - $ 355 $ - $ 99 $ - $ 99 Embedded derivative liability - - 136 136 - - - - Earnout under Series D preferred stock - - - - - - 225 225 Total $ $ 355 $ 136 $ 491 $ $ 99 $ 225 $ 324 |
SEGMENTS AND GEOGRAPHIC CONCE_2
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Segment Reporting [Abstract] | |
SUMMARY OF SEGMENT REPORTING | Net revenue by reporting segment for the three and nine months ended September 30, 2020 and 2019, was as follows (in thousands): SUMMARY OF SEGMENT REPORTING Three Months Ended Nine Months Ended September 30, September 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 46,585 $ 54,843 $ 143,556 $ 155,125 NewAge 16,134 14,985 45,493 39,358 Net revenue $ 62,719 $ 69,828 $ 189,049 $ 194,483 Gross profit (loss) by reporting segment for the three and nine months ended September 30, 2020 and 2019, was as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 35,465 $ 43,288 $ 110,974 $ 121,462 NewAge 2,030 (2,992 ) 6,123 (941 ) Gross profit $ 37,495 $ 40,296 $ 117,097 $ 120,521 Assets by reporting segment as of September 30, 2020 and December 31, 2019, were as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 178,911 $ 201,600 NewAge 40,847 49,530 Total assets $ 219,758 $ 251,130 Depreciation and amortization expense by reporting segment, including amounts charged to cost of goods sold for the three and nine months ended September 30, 2020 and 2019, was as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 1,713 $ 1,686 $ 5,157 $ 5,052 NewAge 142 649 450 1,724 Total depreciation and amortization $ 1,855 $ 2,335 $ 5,607 $ 6,776 Capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the three and nine months ended September 30, 2020 and 2019, were as follows (in thousands): Three Months Ended Nine Months Ended September 30, September 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 128 $ 571 $ 1,881 $ 1,127 NewAge - 736 227 1,449 Total capital expenditures $ 128 $ 1,307 $ 2,108 $ 2,576 |
SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION | The Company attributes net revenue to geographic regions based on the location of its customers’ contracting entity. The following table presents net revenue by geographic region for the three and nine months ended September 30, 2020 and 2019 (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 United States of America $ 23,638 $ 21,186 (1) $ 65,554 $ 57,754 (2) Japan 21,268 22,167 (1) 63,075 65,599 (2) China 10,169 17,320 36,325 43,882 Other countries 7,644 9,155 (1) 24,095 27,248 (2) Net revenue $ 62,719 $ 69,828 $ 189,049 $ 194,483 (1) For the three months ended September 30, 2019, the previously reported amounts have been corrected to decrease net revenue attributable to Japan and other countries of $ 1.6 (2) For the nine months ended September 30, 2019, the previously reported amounts have been corrected to decrease net revenue attributable to Japan and other countries of $ 4.7 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES (Details Narrative) | 9 Months Ended |
Sep. 30, 2020Segments | |
Accounting Policies [Abstract] | |
Number of segments | 2 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2020 | Sep. 24, 2020 | Sep. 30, 2020 | Jul. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2020 | Jul. 31, 2020 | Apr. 30, 2020 | Apr. 14, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Accumulated deficit | $ 147,800 | $ 147,800 | $ 147,800 | $ 147,800 | |||||||||
Net loss | 35,300 | ||||||||||||
Net cash used in operating activities | 29,900 | ||||||||||||
Payment of tax related to leaseback | 13,100 | ||||||||||||
Cash and cash equivalents | 26,900 | 26,900 | 26,900 | 26,900 | $ 60,800 | ||||||||
Proceeds from issuance of common stock | 25,122 | $ 13,529 | |||||||||||
Net loss on disposal of divested businesses | $ 7,400 | ||||||||||||
Loss on disposal of divested businesses | (3,400) | ||||||||||||
Selling, general and administrative expense | $ (27,983) | $ (26,104) | (84,868) | $ (81,121) | |||||||||
Payments to acquire businesses, gross | $ 20,000 | $ 1,500 | |||||||||||
Maximum [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Selling, general and administrative expense | $ (9,600) | ||||||||||||
A T M Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Gross equity infusions | 5,400 | ||||||||||||
Proceeds from issuance of common stock | 25,800 | ||||||||||||
Paycheck Protection Program [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Aggregate principal amount | $ 6,900 | $ 6,900 | |||||||||||
Amended Merger Agreement [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Payments to acquire businesses, gross | $ 20,000 | ||||||||||||
Ewb Credit Facility [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Restricted cash | $ 15,100 | ||||||||||||
Ewb Credit Facility [Member] | Subsequent Event [Member] | |||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||||
Gross equity infusions | $ 31,200 |
SCHEDULE OF CONTINGENT SHARE IS
SCHEDULE OF CONTINGENT SHARE ISSUANCES (Details) - USD ($) | Sep. 30, 2020 | Jul. 31, 2019 |
Multiemployer Plan [Line Items] | ||
Total | $ 37,067,000 | $ 453,000 |
Thirty Days After Stockholder Approval [Member] | Sellers Agent [Member] | ||
Multiemployer Plan [Line Items] | ||
Total | 7,000,000 | |
Thirty Days After Stockholder Approval [Member] | Ariix Employee Serverance Consideration [Member] | ||
Multiemployer Plan [Line Items] | ||
Total | 1,667,000 | |
Closing Date Anniversary [Member] | Twelve Months [Member] | ||
Multiemployer Plan [Line Items] | ||
Total | 25,500,000 | |
Closing Date Anniversary [Member] | Fourteen Months [Member] | ||
Multiemployer Plan [Line Items] | ||
Total | $ 2,900,000 |
SCHEDULE OF NET REVENUE AND NET
SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | ||||
Business Acquisition [Line Items] | |||||||
Net revenue | $ 70,189 | $ 203,007 | |||||
Net loss | (10,823) | (25,426) | |||||
Brands Within Reach LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Net revenue | [1] | 1,507 | $ 2,432 | 6,417 | $ 2,432 | ||
Net loss | [1] | $ (844) | [2] | $ (855) | $ (3,490) | [2] | $ (855) |
[1] | Net revenue and net loss exclude the operating results of all U.S. retail brands that were sold in a combined transaction with the BWR subsidiary on September 24, 2020 as discussed below. | ||||||
[2] | Net loss excludes the loss on disposal of $ 3.4 million from the sale in a combined transaction of the BWR subsidiary and substantially all U.S. retail brands as discussed below. |
SCHEDULE OF NET REVENUE AND N_2
SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS (Details) (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Entity Listings [Line Items] | ||
Cash Divested from Deconsolidation | $ 209 | |
BWR Brand Division [Member] | ||
Entity Listings [Line Items] | ||
Cash Divested from Deconsolidation | $ 3,400 |
SCHEDULE OF UNAUDITED PRO FORMA
SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020 | Sep. 30, 2020 | |
Business Combinations [Abstract] | ||
Net revenue | $ 70,189 | $ 203,007 |
Net loss | $ (10,823) | $ (25,426) |
Net loss per share- basic and diluted | $ (0.14) | $ (0.33) |
Weighted average number of shares of common stock outstanding- basic and diluted | 78,184,000 | 76,658,000 |
SUMMARY OF EARNOUT OBLIGATIONS
SUMMARY OF EARNOUT OBLIGATIONS (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Business Acquisition [Line Items] | ||
Cash received | $ 590 | |
Nonrecourse Note, face amount of $3.3 million, due June 2021 | ||
Total fair value of consideration received | 590 | |
Cash | (209) | |
Accounts receivable | (1,900) | |
Inventories | (3,891) | |
Identifiable intangible assets | (657) | |
Right-of-use and other assets | (761) | |
Property and equipment | (125) | |
Accounts payable and accrued liabilities | 2,549 | |
Accrued compensation and other current liabilities | 723 | |
Operating lease liabilities | 606 | |
Fair value of consideration conveyed to Buyer | (3,665) | |
Commissions and other selling expenses | (371) | |
Gain (Loss) on Disposition of Business | (3,446) | |
Total | $ 5,508 | |
EWC Due July Two Thousand Twenty Net Of Discount [Member] | ||
Business Acquisition [Line Items] | ||
Total | ||
Excess Working Capital E W C Payable In July Two Thousand Twenty Net Of Discount [Member] | ||
Business Acquisition [Line Items] | ||
Total | 5,283 | |
Earnout under Series D Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Total | $ 225 |
BUSINESS COMBINATIONS AND DIS_3
BUSINESS COMBINATIONS AND DISPOSITIONS (Details Narrative) - USD ($) | Sep. 30, 2020 | Sep. 24, 2020 | Jul. 06, 2020 | Dec. 21, 2018 | Sep. 30, 2020 | Jul. 31, 2020 | May 31, 2020 | Jul. 31, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 20,000,000 | $ 1,500,000 | |||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 37,067,000 | $ 37,067,000 | $ 453,000 | $ 37,067,000 | $ 37,067,000 | ||||||||||||
Stock Issued During Period, Shares, New Issues | 780,000 | 11,191,000 | 4,939,000 | 542,000 | 2,225,000 | 16,130,000 | 2,767,000 | ||||||||||
Cash Divested from Deconsolidation | $ 209,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | 1.00% | 1.00% | 1.00% | ||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 62,719,000 | $ 69,828,000 | $ 189,049,000 | $ 194,483,000 | |||||||||||||
Milestone Dividend [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Dividends | $ 300,000 | ||||||||||||||||
Dividend description | If the Adjusted EBITDA of Morinda was less than $20.0 million, the Milestone Dividend was reduced whereby no Milestone Dividend was payable if actual Adjusted EBITDA was $17.0 million or lower. Adjusted EBITDA of Morinda for the year ended December 31, 2019 was less than $17.0 million and, accordingly, no Milestone Dividend was payable to the holders of the Preferred Stock. | ||||||||||||||||
Annual cash dividend payable period | Apr. 15, 2020 | ||||||||||||||||
Minimum [Member] | Milestone Dividend [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Expected earnings before interest tax depreciation and amortization adjusted dividend amount | $ 20,000,000 | ||||||||||||||||
Guaranty Note [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt Instrument, Description | Accordingly, $1.25 million of the Guaranty Note is reflected as a reduction of stockholders’ equity and $1.25 million is included under the caption “Deposits and other” in the accompanying unaudited condensed consolidated balance sheet as of September 30, 2020. | ||||||||||||||||
BWR Brand Division [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Cash Divested from Deconsolidation | $ 3,400,000 | ||||||||||||||||
Equity contribution | $ 2,500,000 | ||||||||||||||||
BWR Brand Division [Member] | Promissory Note [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Debt Instrument, Description | in | ||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1000.00% | 1000.00% | 1000.00% | 1000.00% | |||||||||||||
BWR Brand Division [Member] | Guaranty Note [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,500,000 | ||||||||||||||||
Morinda Holdings Inc [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Working capital, obligation | $ 5,500,000 | ||||||||||||||||
Brands Within Reach LLC [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 107,602 | ||||||||||||||||
Buyer [Member] | Guaranty Note [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 691,953 | ||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,250,000 | ||||||||||||||||
Ariix Merger Agreement [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 19,000,000 | ||||||||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 10,000,000 | $ 10,000,000 | $ 10,000,000 | 10,000,000 | |||||||||||||
Stock Issued During Period, Shares, New Issues | 37,100,000 | ||||||||||||||||
Payment in cash | $ 163,300,000 | 163,300,000 | 163,300,000 | 163,300,000 | |||||||||||||
Severance payments | 10,000,000 | ||||||||||||||||
Ariix Merger Agreement [Member] | Members [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payment in cash | 141,000,000 | 141,000,000 | 141,000,000 | 141,000,000 | |||||||||||||
Ariix Merger Agreement [Member] | Sellers Agent [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payment in cash | 12,300,000 | 12,300,000 | 12,300,000 | 12,300,000 | |||||||||||||
Purchase Agreement [Member] | BWR Brand Division [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | $ 600,000 | ||||||||||||||||
Description of brands divisions | As consideration for the transaction, the Company received net cash in the amount of $ | ||||||||||||||||
Unsecured Debt | $ 3,300,000 | ||||||||||||||||
Interest rate | 1000.00% | ||||||||||||||||
Dividends | $ 2,500,000 | ||||||||||||||||
Aggregate amount of contingent liabilities | $ 900,000 | $ 900,000 | $ 900,000 | $ 900,000 | |||||||||||||
Cash Divested from Deconsolidation | $ 3,400,000 | ||||||||||||||||
Morinda Merger Agreement [Member] | Series D Preferred Stock [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Stock Issued During Period, Shares, New Issues | 43,804 | ||||||||||||||||
Morinda Merger Agreement [Member] | Series D Preferred Stock [Member] | Maximum [Member] | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Payment of potential amount | $ 15,000,000 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 10,194 | $ 12,848 |
Work-in-process | 1,932 | 872 |
Finished goods, net | 18,441 | 22,998 |
Total inventories | $ 30,567 | $ 36,718 |
SCHEDULE OF OTHER ACCRUED LIABI
SCHEDULE OF OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued commissions | $ 7,951 | $ 8,914 |
Accrued compensation and benefits | 6,645 | 5,868 |
Accrued marketing events | 7,376 | 4,568 |
Deferred revenue | 2,334 | 1,358 |
Income taxes payable | 1,005 | 15,227 |
Current portion of operating lease liabilities | 5,827 | 5,673 |
Other accrued liabilities | 8,945 | 7,843 |
Total accrued liabilities | $ 40,083 | $ 49,451 |
SCHEDULE OF DEPRECIATION AND AM
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Depreciation | $ 967 | $ 972 | $ 2,926 | $ 2,815 |
Amortization | 888 | 1,363 | 2,681 | 3,961 |
Total | $ 1,855 | $ 2,335 | $ 5,607 | $ 6,776 |
SUMMARY OF ACTIVITY AFFECTING T
SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accrued liability, beginning of period | |||
Severance expense incurred | 1,658 | 2,543 | $ 2,600 |
Cash payments | (527) | (1,412) | |
Accrued liability, September 30, 2020 | $ 1,131 | $ 1,131 |
OTHER FINANCIAL INFORMATION (De
OTHER FINANCIAL INFORMATION (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | |
SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Line Items] | |||
Emloyee benefit costs | $ 9,600 | ||
Severance costs | $ 1,658 | 2,543 | $ 2,600 |
Accrued Liabilities [Member] | |||
SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Line Items] | |||
Severance costs | 1,100 | ||
New Age [Member] | Selling, General and Administrative Expenses [Member] | |||
SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Line Items] | |||
Severance costs | 1,000 | 1,800 | |
New Age One [Member] | Selling, General and Administrative Expenses [Member] | |||
SEC Schedule, 12-16, Insurance Companies, Supplementary Insurance Information [Line Items] | |||
Severance costs | $ 700 | $ 700 |
SUMMARY OF SELLING PRICE AND RE
SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE (Details) - USD ($) $ in Thousands | Mar. 22, 2019 | Sep. 30, 2020 |
Leases [Abstract] | ||
Gross selling price | $ 57,129 | |
Less commissions and other expenses | (1,941) | |
Less repair obligations | (1,675) | |
Net selling price | 53,513 | |
Cost of land and building sold | (29,431) | |
Total gain on sale | 24,082 | |
Portion of gain related to above-market rent concession | (17,640) | |
Recognized gain on sale | $ 24,100 | $ 6,442 |
SUMMARY OF FUTURE MINIMUM LEASE
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Mar. 22, 2019 | |
Leases [Abstract] | |||
Remainder of 2020 | $ 1,710 | ||
2021 | 7,498 | ||
2022 | 5,891 | ||
2023 | 5,304 | ||
2024 | 4,943 | ||
Thereafter | 29,627 | ||
Total minimum lease payments | 54,973 | ||
Less imputed interest | [1] | (15,447) | |
Present value of minimum lease payments | $ 39,526 | $ 14,300 | |
[1] | Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0 |
SUMMARY OF FUTURE MINIMUM LEA_2
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS (Details) (Parenthetical) | Sep. 30, 2020 |
Minimum [Member] | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Lease corporate borrowing rates | 2.00% |
Maximum [Member] | |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | |
Lease corporate borrowing rates | 10.00% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | Mar. 22, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
Land Available-for-sale | $ 57,100 | |||||
Lessee, Operating Lease, Term of Contract | 27 years | |||||
Lease, Cost | $ 189 | |||||
Gain on leaseback arrangement | $ 17,600 | |||||
Gain on sale of property | 24,100 | $ 6,442 | ||||
Remainder gain on properties | 6,400 | |||||
Lease incentive concession amount | $ 17,600 | |||||
Operating Lease, Weighted Average Discount Rate, Percent | 3.50% | 5.60% | 5.60% | 5.60% | ||
Operating Lease, Weighted Average Remaining Lease Term | 20 years | 12 years | 12 years | 12 years 6 months | ||
Gross operating lease liability | $ 31,900 | |||||
Deferred lease financing obligations | 17,600 | |||||
Operating Lease, Liability | $ 14,300 | $ 39,526 | $ 39,526 | |||
Operating lease expired description | The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between October 2020 and March 2039. The Company has made accounting policy elections (i) to not apply the recognition requirements for short-term leases and (ii) for facility leases, when there are lease and non-lease components, such as common area maintenance charges, to account for the lease and non-lease components as a single lease component. | |||||
Payments for Rent | 2,500 | $ 2,800 | $ 7,600 | $ 8,100 | ||
Asset Impairment Charges | 400 | $ 1,500 | $ 800 | |||
Cumulative impairment charges | 2,700 | |||||
Japan, Yen | ||||||
Lease, Cost | $ 20,000 |
SUMMARY OF DEBT (Details)
SUMMARY OF DEBT (Details) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||
Term loan, net of discount of $524 and $448 as of September 30, 2020 and December 31, 2019, respectively | $ 13,100 | $ 14,302 |
Revolver | 9,700 | |
PPP Loan payable, interest at 1.0%, unsecured, due April 2022 | 6,868 | |
Installment notes payable | 5 | 8 |
Total | 19,973 | 24,010 |
Less current maturities | (1,504) | (11,208) |
Long-term debt, less current maturities | $ 18,469 | $ 12,802 |
SUMMARY OF DEBT (Details) (Pare
SUMMARY OF DEBT (Details) (Parenthetical) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2020 | Dec. 31, 2019 | |
Debt Disclosure [Abstract] | ||
Debt Instrument, Unamortized Discount | $ 524 | $ 448 |
Interest rate percentage | 1.00% | 1.00% |
Loan payable collateral | unsecured | unsecured |
Debt maturity date, description | due April 2022 | due April 2022 |
SUMMARY FUTURE DEBT MATURITIES
SUMMARY FUTURE DEBT MATURITIES (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2020 | $ 376 |
2021 | 1,503 |
2022 | 8,368 |
2023 | 10,250 |
Total | $ 20,497 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ in Thousands | Dec. 31, 2020 | Jul. 06, 2020 | Apr. 14, 2020 | Mar. 29, 2019 | Mar. 29, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | Apr. 30, 2020 | Mar. 31, 2020 |
Debt Instrument [Line Items] | ||||||||||
Interest rate percentage | 1.00% | 1.00% | ||||||||
Debt maturity date, description | due April 2022 | due April 2022 | ||||||||
Proceeds from Other Debt | $ 25,800 | |||||||||
Forecast [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from Other Debt | $ 5,400 | |||||||||
EWB Revolver [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate percentage | 0.50% | 0.50% | ||||||||
EWB Credit Facility Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date | Mar. 29, 2023 | |||||||||
Aggregate principal amount | $ 15,000 | $ 15,000 | ||||||||
Increase amount in principal amount | 25,000 | 25,000 | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000 | $ 10,000 | ||||||||
Loan and Security Agreement [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt description | (i) a term loan in the aggregate principal amount of $15.0 million, which may be increased to $25.0 million subject to the satisfaction of certain conditions (the “EWB Term Loan”) and (ii) a $10.0 million revolving loan facility (the “EWB Revolver”). | |||||||||
Outstanding borrowing credit facility, percentage | 5.25% | |||||||||
Loan and Security Agreement [Member] | Prime Rate [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate percentage | 3.25% | 4.75% | ||||||||
Outstanding borrowing credit facility, percentage | 5.25% | |||||||||
Restricted Cash | $ 14,100 | $ 15,100 | ||||||||
Loan and Security Agreement [Member] | EWB Credit Facility Revolver [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate percentage | 0.50% | 0.50% | ||||||||
Loan and Security Agreement [Member] | EWB Credit Facility Revolver [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate percentage | 2.00% | 2.00% | ||||||||
Loan and Security Agreement [Member] | Term Loan [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Monthly principal payments amount | $ 125 | |||||||||
Paycheck Protection Program [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Aggregate principal amount | $ 6,900 | $ 6,900 | ||||||||
Interest rate percentage | 100.00% | |||||||||
Debt maturity date, description | the Company will be required to pay interest at 1.0% whereby all accrued interest and principal will be payable on the maturity date in April 2022. The terms of the PPP Loan provide for customary events of default including, among other things, payment defaults, breach of representations and warranties, and insolvency events. The PPP Loan may be accelerated upon the occurrence of an event of default, including if the SBA subsequently reaches an audit determination that the Company does not meet the eligibility criteria. | |||||||||
Paycheck Protection Program [Member] | Scenario One [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date, description | In March 2020, the Company made an initial deposit of $ | |||||||||
Paycheck Protection Program [Member] | Scenario Two [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date, description | For any future amounts borrowed under the EWB Revolver, the Company is required to increase restricted cash deposits by the corresponding amount of the borrowings. | |||||||||
Paycheck Protection Program [Member] | Scenario Three [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date, description | Less stringent requirements are applicable for future compliance with the minimum Adjusted EBITDA covenant, the maximum Total Leverage Ratio, and the Fixed Charge Coverage Ratio (each as defined and set forth in the EWB Credit Facility). Additionally, compliance with the maximum Total Leverage Ratio and the Fixed Charge Coverage Ratio have been delayed until June 30, 2021 | |||||||||
Paycheck Protection Program [Member] | Scenario Four [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date, description | The existing provision related to “equity cures” that may be employed to maintain compliance with financial covenants was increased from $5.0 million to $15.0 million for the year ending December 31, 2020, and to $10.0 million per year for each calendar year thereafter | |||||||||
Paycheck Protection Program [Member] | Scenario Five [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date, description | The Company was required to obtain equity infusions for at least $15.0 million for the nine months ended September 30, 2020. As discussed in Note 7, the Company received gross proceeds of $25.8 million for the nine months ended September 30, 2020. | |||||||||
Paycheck Protection Program [Member] | Scenario Six [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt maturity date, description | The Company was required to obtain equity infusions for gross proceeds of $30.0 million for the year ending December 31, 2020. | |||||||||
Fourth Amendment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock Repurchased During Period, Value | $ 1,200 | |||||||||
Fourth Amendment [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock Repurchased During Period, Value | 30,000 | |||||||||
Fourth Amendment [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock Repurchased During Period, Value | $ 31,200 | |||||||||
Third Amendment Modified Credit Facility [Member] | EWB Revolver [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Issuance Costs, Net | $ 200 |
SCHEDULE OF CHANGES IN STOCKHOL
SCHEDULE OF CHANGES IN STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balances, June 30, 2019 | $ 97,515 | $ 157,800 | ||
ATM Agreement, net of offering costs | (70) | 2,094 | $ 24,958 | $ 13,235 |
In exchange for note receivable | ||||
Exercise of stock options | 30 | 34 | 418 | |
Vesting of restricted stock awards | ||||
Business combination with BWR | 453 | |||
Purchase and retirement of stock | (1,193) | 1,193 | ||
Stock-based compensation expense | 957 | 1,525 | 3,280 | 4,086 |
Other comprehensive loss | 1,275 | (1,138) | 332 | (142) |
Net loss | (14,133) | (10,687) | (35,305) | (23,984) |
Balances, September 30, 2019 | 84,381 | 150,047 | 84,381 | 150,047 |
Common Stock [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balances, June 30, 2019 | $ 98 | $ 77 | ||
Common Stock, Other Shares, Outstanding | 98,442,000 | 77,624,000 | ||
ATM Agreement, net of offering costs | $ 1 | $ 16 | $ 3 | |
ATM public offering, net of offering costs, shares | 542,000 | 16,130,000 | 2,767,000 | |
In exchange for note receivable | $ 1 | $ 1 | ||
In exchange for note receivable, shares | 692,000 | 692,000 | ||
Exercise of stock options | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 15,000 | 17,000 | 200,000 | |
Vesting of restricted stock awards | ||||
Vesting of restricted stock awards, shares | 121,000 | 558,000 | ||
Business combination with BWR | ||||
Business combination with BWR shares | 108,000 | |||
Purchase and retirement of stock | $ (1) | |||
Purchase and retirement of stock, shares | (780,000) | |||
Stock-based compensation expense | ||||
Other comprehensive loss | ||||
Net loss | ||||
Balances, September 30, 2019 | $ 98 | $ 78 | $ 98 | $ 78 |
Common Stock, Other Shares, Outstanding | 98,490,000 | 78,274,000 | 98,490,000 | 78,274,000 |
Additional Paid-in Capital [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balances, June 30, 2019 | $ 231,201 | $ 192,034 | ||
ATM Agreement, net of offering costs | (70) | 2,093 | $ 24,942 | $ 13,232 |
In exchange for note receivable | 1,249 | 1,249 | ||
Exercise of stock options | 30 | 34 | 418 | |
Vesting of restricted stock awards | ||||
Business combination with BWR | 453 | |||
Purchase and retirement of stock | (1,192) | |||
Stock-based compensation expense | 957 | 1,525 | 3,280 | 4,086 |
Other comprehensive loss | ||||
Net loss | ||||
Balances, September 30, 2019 | 232,175 | 196,105 | 232,175 | 196,105 |
Note Receivable For Stock Subscription [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balances, June 30, 2019 | ||||
ATM Agreement, net of offering costs | ||||
In exchange for note receivable | (1,250) | |||
Exercise of stock options | ||||
Vesting of restricted stock awards | ||||
Business combination with BWR | ||||
Purchase and retirement of stock | ||||
Stock-based compensation expense | ||||
Other comprehensive loss | ||||
Net loss | ||||
Balances, September 30, 2019 | (1,250) | (1,250) | ||
AOCI Attributable to Parent [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balances, June 30, 2019 | (141) | 1,622 | ||
ATM Agreement, net of offering costs | ||||
In exchange for note receivable | ||||
Exercise of stock options | ||||
Vesting of restricted stock awards | ||||
Business combination with BWR | ||||
Purchase and retirement of stock | ||||
Stock-based compensation expense | ||||
Other comprehensive loss | 1,275 | (1,138) | 332 | (142) |
Net loss | ||||
Balances, September 30, 2019 | 1,134 | 484 | 1,134 | 484 |
Retained Earnings [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Balances, June 30, 2019 | (133,643) | (35,933) | ||
ATM Agreement, net of offering costs | ||||
In exchange for note receivable | ||||
Exercise of stock options | ||||
Vesting of restricted stock awards | ||||
Business combination with BWR | ||||
Purchase and retirement of stock | ||||
Stock-based compensation expense | ||||
Other comprehensive loss | ||||
Net loss | (14,133) | (10,687) | (35,305) | (23,984) |
Balances, September 30, 2019 | $ (147,776) | $ (46,620) | $ (147,776) | $ (46,620) |
SUMMARY OF COMMON STOCK PURSUAN
SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT (Details) - USD ($) $ / shares in Units, $ in Thousands | Jul. 06, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Equity [Abstract] | |||||||||
Number of shares issued | 780,000 | 11,191,000 | 4,939,000 | 542,000 | 2,225,000 | 16,130,000 | 2,767,000 | ||
Gross proceeds, per share | $ 1.54 | $ 1.73 | $ 4.09 | $ 5.27 | $ 1.60 | $ 5.04 | |||
Gross proceeds | $ 17,270 | $ 8,545 | $ 2,215 | $ 11,733 | $ 25,815 | $ 13,948 | |||
Offering costs, commissions | (436) | (257) | (66) | (352) | (693) | (418) | |||
Offering costs, other | (70) | (91) | (3) | (55) | (240) | (164) | (295) | ||
Net proceeds | $ (70) | $ 16,743 | $ 8,285 | $ 2,094 | $ 11,141 | $ 24,958 | $ 13,235 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Thousands | Jul. 06, 2020 | Apr. 30, 2019 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued | 780,000 | 11,191,000 | 4,939,000 | 542,000 | 2,225,000 | 16,130,000 | 2,767,000 | ||||
Proceeds from Issuance of Common Stock | $ 25,122 | $ 13,529 | |||||||||
Placement Shares [Member] | ATM Offering Agreement [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Number of shares issued | 16,100,000 | 22,100,000 | |||||||||
Stock Issued During Period, Value, New Issues | $ 100,000 | $ 25,800 | $ 46,500 | ||||||||
Agreement termination, description | ATM Agreement was amended and restated to eliminate the previous termination date of April 30, 2020. As amended and restated, the ATM Agreement will terminate when all of the Placement Shares have been sold, or earlier by the Company upon five business days’ notice to the Agent, at any time by the Agent, or by the mutual agreement of the parties. | ||||||||||
Agreement termination date | Apr. 30, 2020 | ||||||||||
Proceeds from Issuance of Common Stock | $ 30,000 | ||||||||||
[custom:CommissionAndFeesOnSaleOfShares] | $ 900 | ||||||||||
Placement Shares [Member] | ATM Offering Agreement [Member] | Gross Proceeds Upto $30 Million [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Percentage of agent commission equal to gross proceeds from gross sales | 3.00% | ||||||||||
Placement Shares [Member] | ATM Offering Agreement [Member] | Gross Proceeds Exceeds $30 Million [Member] | |||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||
Percentage of agent commission equal to gross proceeds from gross sales | 2.50% |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 9 Months Ended | |
Sep. 30, 2020$ / sharesshares | ||
Share-based Payment Arrangement [Abstract] | ||
Options outstanding, shares | shares | 3,551,000 | |
Weighted average grant date fair value outstanding, per share | $ / shares | $ 2.65 | [1] |
Weighted average remaining contractual term, beginning balance | 8 years 8 months 12 days | [2] |
Options outstanding, shares grants | shares | 458,000 | |
Weighted average grant date fair value outstanding, grants | $ / shares | $ 1.78 | [1] |
Options outstanding, shares modifications | shares | 347,000 | [3] |
Weighted average grant date fair value outstanding, modification | $ / shares | $ 2.09 | [1] |
Options outstanding, shares forfeited | shares | (1,001,000) | |
Weighted average grant date fair value outstanding, forfeited | $ / shares | $ 2.49 | [1] |
Options outstanding, shares exercised | shares | (18,000) | |
Weighted average grant date fair value outstanding, exercised | $ / shares | $ 1.83 | [1] |
Options outstanding, shares | shares | 3,337,000 | [4] |
Weighted average grant date fair value outstanding, per share | $ / shares | $ 2.52 | [1] |
Weighted average remaining contractual term, ending balance | 7 years 3 months 18 days | [2] |
Options vestes, shares | shares | 1,377,000 | [4] |
Weighted average grant date fair value vested, per share | $ / shares | $ 2.36 | [1] |
Weighted average remaining contractual term, vested | 5 years 4 months 24 days | [2] |
[1] | Represents the weighted average exercise price. | |
[2] | Represents the weighted average remaining contractual term until the stock options expire. | |
[3] | In connection with the restructuring activities discussed in Note 4, the Company agreed to extend the exercise period for options that would have otherwise expired unexercised. The Company accounted for these changes as improbable to probable modifications of the original awards, whereby compensation cost was remeasured on the date of the modification and expense was recognized immediately, or over the vesting period if applicable. | |
[4] | As of September 30, 2020, the closing price of the Company’s Common Stock was $ 1.73 |
SCHEDULE OF STOCK OPTION ACTI_2
SCHEDULE OF STOCK OPTION ACTIVITY (Details) (Parenthetical) | Sep. 30, 2020$ / shares |
Share-based Payment Arrangement [Abstract] | |
Common stock price per share | $ 1.73 |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020USD ($)shares | ||
Equity Incentive Plans Equity Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Liability, Unvested shares, beginning balance | 2,123,000 | |
Unvested awards granted to Board members | 339,000 | [1] |
Other unvested awards granted | 556,000 | [2] |
Forfeitures | (913,000) | |
Vested shares | (330,000) | [3] |
Vested shares | 330,000 | [3] |
Unvested shares, September 30, 2020 | 1,775,000 | |
Intrinsic value, September 30, 2020 | $ | $ 3,070 | [3] |
Equity Incentive Plans Liability Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Liability, Unvested shares, beginning balance | 37,000 | |
Unvested awards granted to Board members | [4] | |
Other unvested awards granted | [4] | |
Forfeitures | (2,000) | |
Vested shares | [3],[4] | |
Vested shares | [3],[4] | |
Unvested shares, September 30, 2020 | 35,000 | |
Intrinsic value, September 30, 2020 | $ | $ 60 | [4] |
[1] | Represents grants of unvested awards to members of the Board of Directors whereby the shares of Common Stock will vest one year after the grant date. The fair value of the shares was recorded based on the closing price for the Company’s Common Stock of $ | |
[2] | Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company’s Common Stock on the respective grant dates. | |
[3] | The intrinsic value is based on the closing price of the Company’s Common Stock of $ 1.73 | |
[4] | Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company’s condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company’s Common Stock at the end of each reporting period until these awards vest. As of September 30, 2020 and December 31, 2019, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on those dates. |
SCHEDULE OF RESTRICTED STOCK _2
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) (Parenthetical) | Sep. 30, 2020$ / shares |
Equity Incentive Plans Equity Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Closing price of common stock | $ 1.77 |
Equity Incentive Plans Liability Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Closing price of common stock | $ 1.73 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 966 | $ 991 | $ 3,415 | $ 5,278 |
Unrecognized compensation expense | 5,306 | 6,202 | 5,306 | 6,202 |
Stock Options Awards [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 374 | 1,102 | 1,470 | 2,040 |
Unrecognized compensation expense | 2,815 | 3,729 | 2,815 | 3,729 |
Restricted Stock Awards [Member] | Equity Classified [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 583 | 597 | 1,923 | 2,870 |
Unrecognized compensation expense | 2,453 | 2,348 | 2,453 | 2,348 |
Restricted Stock Awards [Member] | Liability Classified [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 9 | (708) | 22 | 304 |
Unrecognized compensation expense | 38 | 125 | 38 | 125 |
Restricted Stock Awards [Member] | Non-Plan Equity-Classified [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | 64 | |||
Unrecognized compensation expense |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details Narrative) - $ / shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding | 300,000 | 300,000 |
Exercise price, per share | $ 4 | $ 0.80 |
February Two Thousand Twenty Two [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding | 100,000 | |
March Two Thousand Twenty Nine [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Class of Warrant or Right, Outstanding | 200,000 | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1.42 | $ 3.26 |
Unrecognized stock-based compensation, weighted-average period | 1 year 7 months 6 days | |
B S M Option Pricing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 0.14 | $ 3.40 |
Equity-Classified Restricted Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation, weighted-average period | 1 year 7 months 6 days | |
Liability-Classified Restricted Stock Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation, weighted-average period | 1 year 2 months 12 days |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |||||
Current Income Tax Expense (Benefit) | $ 0.6 | $ 6.7 | $ 1.9 | $ 12.8 | |
Percentage of pre-tax losses | 5.00% | 166.00% | 6.00% | 114.00% | |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 21.00% | |||
Effective Income Tax Rate Reconciliation, Percent | 166.00% | 114.00% | |||
Unrecognized Tax Benefits | $ 1.5 |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) - USD ($) | Sep. 04, 2020 | Jul. 06, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Proceeds from debt | $ 6,868,000 | $ 52,068,000 | |||||||||
Number of shares of common stock | 780,000 | 11,191,000 | 4,939,000 | 542,000 | 2,225,000 | 16,130,000 | 2,767,000 | ||||
Brent Willis [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Aggregate annual base compensation | $ 650,000 | ||||||||||
Performance bonuses annual base compensation | 100.00% | ||||||||||
Gregory Gould [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Aggregate annual base compensation | $ 500,000 | ||||||||||
Performance bonuses annual base compensation | 50.00% | ||||||||||
David Vanderveen [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Aggregate annual base compensation | $ 550,000 | ||||||||||
Performance bonuses annual base compensation | 50.00% | ||||||||||
Mr. Vanderveen's [Member] | Settlement Agreement [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Proceeds from debt | $ 400,000 | ||||||||||
Payments of debt | 300,000 | ||||||||||
Shares of restricted common stock | $ 41,250 | ||||||||||
Number of shares of common stock | 42,900 | ||||||||||
Share exercise price | $ 1.77 | ||||||||||
Expiration date | Sep. 4, 2021 | ||||||||||
Payments for consulting services | $ 22,500 | ||||||||||
Four Zero One K Plan [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Defined contribution plan, description | Foreign jurisdictions accounted for approximately 62% of the Company’s net revenue for the three months ended September 30, 2020. The impact of COVID-19 was a significant contributing factor for the three months ended September 30, 2020 that resulted in decreases in net revenue in foreign countries as a group. | ||||||||||
ASU 450 [Member] | |||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||
Current liability under (ASU) 450, contingencies | $ 1,900,000 | $ 1,900,000 | $ 900,000 |
SCHEDULE OF LOSS PER SHARE (Det
SCHEDULE OF LOSS PER SHARE (Details) - shares | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 5,458,000 | 4,007,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,337,000 | 2,646,000 |
Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,810,000 | 1,161,000 |
Common Stock Purchase Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 311,000 | 200,000 |
SCHEDULE OF FAIR VALUE OF ASSET
SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - Fair Value, Recurring [Member] - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Interest rate swap liability | $ 355 | $ 99 |
Embedded derivative liability | 136 | |
Earnout under Series D preferred stock | 225 | |
Total | 491 | 324 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Interest rate swap liability | ||
Embedded derivative liability | ||
Earnout under Series D preferred stock | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Interest rate swap liability | 355 | 99 |
Embedded derivative liability | ||
Earnout under Series D preferred stock | ||
Total | 355 | 99 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Interest rate swap liability | ||
Embedded derivative liability | 136 | |
Earnout under Series D preferred stock | 225 | |
Total | $ 136 | $ 225 |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Valuation assumptions description | The interest rate swap agreement provides for a total notional amount of $10.0 million at a fixed interest rate of approximately 5.4% through May 1, 2023, in exchange for a floating rate indexed to the prime rate plus 0.50%, and is classified within Level 2 of the fair value hierarchy. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the nine months ended September 30, 2020 and 2019, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. | ||
Cash and Cash Equivalents, at Carrying Value | $ 26,885 | $ 60,842 | $ 68,373 |
UNITED STATES | Financial Institution One [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | 11,400 | 22,200 | |
UNITED STATES | Financial Institution Two [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | 3,900 | 1,400 | |
CHINA | Financial Institution One [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | 6,800 | 6,600 | |
CHINA | Financial Institution Two [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Cash and Cash Equivalents, at Carrying Value | $ 6,000 | $ 3,600 |
SUMMARY OF SEGMENT REPORTING (D
SUMMARY OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | |||||
Net revenue | $ 62,719 | $ 69,828 | $ 189,049 | $ 194,483 | |
Total gross profit | 37,495 | 40,296 | 117,097 | 120,521 | |
Total assets | 219,758 | 219,758 | $ 251,130 | ||
Total depreciation and amortization | 1,855 | 2,335 | 5,607 | 6,776 | |
Total capital expenditures | 128 | 1,307 | 2,108 | 2,576 | |
Noni By New Age [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 46,585 | 54,843 | 143,556 | 155,125 | |
Total gross profit | 35,465 | 43,288 | 110,974 | 121,462 | |
Total assets | 178,911 | 178,911 | 201,600 | ||
Total depreciation and amortization | 1,713 | 1,686 | 5,157 | 5,052 | |
Total capital expenditures | 128 | 571 | 1,881 | 1,127 | |
New Age [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net revenue | 16,134 | 14,985 | 45,493 | 39,358 | |
Total gross profit | 2,030 | (2,992) | 6,123 | (941) | |
Total assets | 40,847 | 40,847 | $ 49,530 | ||
Total depreciation and amortization | 142 | 649 | 450 | 1,724 | |
Total capital expenditures | $ 736 | $ 227 | $ 1,449 |
SCHEDULE OF NET REVENUE BY GEOG
SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue | $ 62,719 | $ 69,828 | $ 189,049 | $ 194,483 | ||
UNITED STATES | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue | 23,638 | 21,186 | [1] | 65,554 | 57,754 | [2] |
JAPAN | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue | 21,268 | 22,167 | [1] | 63,075 | 65,599 | [2] |
CHINA | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue | 10,169 | 17,320 | 36,325 | 43,882 | ||
Other Countries [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total revenue | $ 7,644 | $ 9,155 | [1] | $ 24,095 | $ 27,248 | [2] |
[1] | For the three months ended September 30, 2019, the previously reported amounts have been corrected to decrease net revenue attributable to Japan and other countries of $ 1.6 | |||||
[2] | For the nine months ended September 30, 2019, the previously reported amounts have been corrected to decrease net revenue attributable to Japan and other countries of $ 4.7 |
SCHEDULE OF NET REVENUE BY GE_2
SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION (Details) (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2019 | Sep. 30, 2019 | |
Japan and Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Decrease in net revenues | $ 1.6 | $ 4.7 |
SEGMENTS AND GEOGRAPHIC CONCE_3
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS (Details Narrative) - USD ($) $ in Thousands | Sep. 30, 2020 | Dec. 31, 2019 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net carrying value | $ 27,571 | $ 28,443 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Property and equipment, net carrying value | $ 22,700 | $ 22,100 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ in Millions | Nov. 05, 2020USD ($) |
Fifth Amendment [Member] | Ewb Credit Facility [Member] | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |
EBITDA | $ 4 |