Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 02, 2020 | Jun. 28, 2019 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Document Period End Date | Dec. 31, 2019 | ||
Entity File Number | 000-28820 | ||
Entity Registrant Name | JONES SODA CO | ||
Entity Incorporation, State Country Name | Washington | ||
Entity Tax Identification Number | 522336602 | ||
Entity Address, Address Line One | 66 South Hanford Street | ||
Entity Address, Address Line Two | Suite 150 | ||
Entity Address, City or Town | Seattle | ||
Entity Address, State or Province | WA | ||
Entity Address, Postal Zip Code | 98134 | ||
City Area Code | 206 | ||
Local Phone Number | 624-3357 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 41,327,753 | ||
Entity Common Stock, Shares Outstanding | 61,667,668 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2019 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001083522 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 5,969 | $ 991 |
Accounts receivable, net of allowance of $44 and $40 | 1,573 | 1,362 |
Inventory | 1,788 | 1,349 |
Prepaid expenses and other current assets | 310 | 245 |
Total current assets | 9,640 | 3,947 |
Fixed assets, net of accumulated depreciation of $484 and $489 | 162 | 88 |
Other assets | 33 | 33 |
Right of use lease asset | 17 | |
Total assets | 9,852 | 4,068 |
Current liabilities: | ||
Accounts payable | 554 | 1,058 |
Line of credit | 428 | |
Accrued expenses | 663 | 614 |
Lease liability | 18 | |
Taxes payable | 10 | |
Total current liabilities | 1,245 | 2,100 |
Convertible subordinated notes payable, net | 1,333 | 2,528 |
Accrued interest expense | 147 | 135 |
Deferred rent | 8 | |
Total liabilities | 2,725 | 4,771 |
Shareholders' equity (deficit): | ||
Common stock, no par value: Authorized — 100,000,000; issued and outstanding shares — 61,566,076 shares and 41,464,373 shares, respectively | 73,773 | 63,211 |
Accumulated other comprehensive income | 342 | 296 |
Accumulated deficit | (66,988) | (64,210) |
Total shareholders' equity (deficit) | 7,127 | (703) |
Total liabilities and shareholders' equity | $ 9,852 | $ 4,068 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Allowance for doubtful accounts receivable | $ 44 | $ 40 |
Accumulated depreciation of fixed assets | $ 484 | $ 489 |
Shareholders' equity (deficit): | ||
Common stock, no par value | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 61,566,076 | 41,464,373 |
Common stock, shares outstanding | 61,566,076 | 41,464,373 |
Consolidated Statements Of Oper
Consolidated Statements Of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements Of Operations [Abstract] | ||
Revenue | $ 11,508 | $ 12,558 |
Cost of goods sold | 9,125 | 9,822 |
Gross profit | 2,383 | 2,736 |
Operating expenses: | ||
Selling and marketing | 2,447 | 2,492 |
General and administrative | 2,288 | 2,071 |
Total operating expenses | 4,735 | 4,563 |
Loss from operations | (2,352) | (1,827) |
Interest income | 50 | |
Interest expense | (442) | (271) |
Other income (expense), net | (5) | 43 |
Loss before income taxes | (2,749) | (2,055) |
Income tax expense, net | (29) | (24) |
Net loss | $ (2,778) | $ (2,079) |
Net loss per share - basic and diluted | $ (0.05) | $ (0.05) |
Weighted average basic and diluted common shares outstanding | 51,109,086 | 41,464,373 |
Consolidated Statements Of Comp
Consolidated Statements Of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Consolidated Statements Of Comprehensive Loss [Abstract] | ||
Net loss | $ (2,778) | $ (2,079) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 46 | (95) |
Total comprehensive loss | $ (2,732) | $ (2,174) |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Total |
Beginning Balance, shares at Dec. 31, 2017 | 41,464,373 | |||
Beginning Balance at Dec. 31, 2017 | $ 62,683 | $ 391 | $ (62,131) | $ 943 |
Stock-based compensation | 178 | 178 | ||
Beneficial conversion feature on convertible debt | $ 350 | 350 | ||
Net loss | (2,079) | (2,079) | ||
Other comprehensive income (loss) | (95) | $ (95) | ||
Ending Balance, shares at Dec. 31, 2018 | 41,464,373 | 41,464,373 | ||
Ending Balance at Dec. 31, 2018 | $ 63,211 | 296 | (64,210) | $ (703) |
Stock-based compensation, shares | 163,179 | |||
Stock-based compensation | $ 141 | 141 | ||
Common stock issuance on conversion of notes payable, shares | 4,868,079 | |||
Common stock issuance on conversion of notes payable | $ 1,558 | 1,558 | ||
Common stock and warrants issued, net of offering costs of $183, shares | 15,000,000 | |||
Common stock and warrants issued, net of offering costs of $183 | $ 8,817 | 8,817 | ||
Exercise of stock options, shares | 70,445 | |||
Exercise of stock options | $ 28 | 28 | ||
Beneficial conversion feature on paid-in-kind interest | $ 18 | 18 | ||
Net loss | (2,778) | (2,778) | ||
Other comprehensive income (loss) | 46 | $ 46 | ||
Ending Balance, shares at Dec. 31, 2019 | 61,566,076 | 61,566,076 | ||
Ending Balance at Dec. 31, 2019 | $ 73,773 | $ 342 | $ (66,988) | $ 7,127 |
Consolidated Statements Of Sh_2
Consolidated Statements Of Shareholders' Equity (Deficit) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Consolidated Statements Of Shareholders' Equity (Deficit) [Abstract] | |
Offering costs | $ 183 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (2,778) | $ (2,079) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Gain on insurance claim | (36) | |
Depreciation and amortization | 316 | 123 |
Stock-based compensation | 141 | 178 |
Change in allowance for doubtful accounts | 4 | 33 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (202) | (197) |
Inventory | (430) | 190 |
Prepaid expenses and other current assets | (30) | (107) |
Other assets | (25) | |
Accounts payable | (508) | 114 |
Accrued expenses | 139 | 108 |
Taxes payable | 11 | (2) |
Other liabilities | (7) | (4) |
Net cash used in operating activities | (3,344) | (1,704) |
INVESTING ACTIVITIES: | ||
Proceeds from insurance claim on property damage | 36 | |
Purchase of fixed assets | (121) | (77) |
Net cash used in investing activities | (121) | (41) |
FINANCING ACTIVITIES: | ||
Net proceeds from exercise of stock options | 28 | |
Proceeds from issuance of common stock and warrants, net | 8,817 | |
Proceeds from issuance of convertible notes, net | 2,783 | |
Repayments on line of credit, net of proceeds | (428) | (430) |
Net cash provided by financing activities | 8,417 | 2,353 |
Net increase in cash and cash equivalents | 4,952 | 608 |
Effect of exchange rate changes on cash | 26 | (14) |
Cash and cash equivalents, beginning of period | 991 | 397 |
Cash and cash equivalents, end of period | 5,969 | 991 |
Cash paid during period for: | ||
Interest | 45 | 41 |
Income taxes | 18 | 25 |
Supplemental disclosure of non-cash transactions: | ||
Conversion of notes payable and accrued interest | 1,558 | |
Beneficial conversion feature on convertible notes | $ 18 | $ 350 |
Nature Of Operations And Summar
Nature Of Operations And Summary Of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Nature Of Operations And Summary Of Significant Accounting Policies | 1. Nature of Operations and Summary of Significant Accounting Policies Jones Soda Co. develops, produces, markets and distributes premium beverages which it sell s and distribute s primarily in the United States and Canada through its network of independent distributors and directly to its national and regional retail accounts. We are a Washington corporation and have two operating subsidiaries, Jones Soda Co. (USA) Inc. and Jones Soda (Canada) Inc. (Subsidiaries). Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the Securities and Exchange Commission (SEC) rules and regulations applicable to financial reporting. The consolidated financial statements include our accounts and accounts of our wholly owned subsidiaries. All intercompany transactions between us and our subsidiaries have been eliminated in consolidation. Going Concern As of December 31, 2019 and 2018, we had cash and cash-equivalents of approximately $6.0 million and $991,000, respectively, and working capital of approximately $8.4 million and $1.8 million, respectively. Net cash used in operations during fiscal years 2019 and 2018 totaled approximately $3.3 million and $1.7 million, respectively. The Company has experienced recurring losses from operations and negative cash flows from operating activities. This situation creates uncertainties about the Company’s ability to execute its business plan, finance operations, and indicates substantial doubt about the Company’s ability to continue as a going concern. We continue to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. Therefore, currently, based upon the Company’s near term anticipated level of operations and expenditures, management believes that cash on hand, is not sufficient to enable the Company to fund operations for twelve months from the date the financial statements included in this Report are issued. Our line of credit expired by its terms in December 2019. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. Management’s plans to fund its operations are dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. The continued spread of COVID-19 and uncertain market conditions may limit the Company’s ability to access capital, may reduce demand for the Company’s products, and may negatively impact the Company’s supply chain. The consolidated financial statements included in this Report do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. We will require additional financing to support our working capital needs in the future. The amount of additional capital we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for available debt or equity financing. As discussed in Note 13, t he continued spread of COVID-19 and uncertain market conditions may limit the Company’s ability to access capital, may reduce demand for the Company’s products, and may negatively impact the Company’s supply chain. Additionally, the amount of capital required will depend on our ability to meet our sales goals and otherwise successfully execute our operating plan. We believe it is imperative that we meet these sales objectives in order to lessen our reliance on external financing in the future. We intend to continually monitor and adjust our operating plan as necessary to respond to developments in our business, our markets and the broader economy. Although we believe various debt and equity financing alternatives will be available to us to support our working capital needs, financing arrangements on acceptable terms may not be available to us when needed. Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements. If necessary, we may explore strategic transactions that we consider to be in the best interest of the Company and our shareholders, which may include, without limitation, public or private offerings of debt or equity securities, a rights offering, and other strategic alternatives; however, these options may not ultimately be available or feasible when needed. Use of estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, inventory valuation, depreciable lives and valuation of capital assets, valuation allowances for receivables, trade promotion liabilities, stock-based compensation expense, valuation allowance for deferred income tax assets, contingencies, and forecasts supporting the going concern assumption and related disclosures. Actual results could differ from those estimates. Cash and cash equivalents We consider all highly liquid short-term investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. Fair value of financial instruments Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three levels of the fair value hierarchy: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date, Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by market data by correlation or other means, and Level 3 includes unobservable inputs that reflect assumptions about what factors market participants would use in pricing the asset or liability and are developed based on the best information available, including our own data. The carrying amounts for cash and cash equivalents, receivables, and payables approximate fair value due to the short-term maturity of these instruments. During the first half of 2018, we issued an aggregate principal amount of $2,920,000 of convertible subordinated promissory notes (the “Convertible Notes”). The fair value remaining of Convertible Notes outstanding was approximately $1,437,000 and $2,846,000 as of December 31, 2019 and 2018, respectively. The fair value of Convertible Notes was estimated using a discounted cash flow analysis based on current market interest rates, which represent level 2 inputs in the fair value hierarchy. Accounts receivable Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible, are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowances for doubtful accounts of $ 44 and $ 40 as of December 31, 2019 and 2018 , respectively, are netted against accounts receivable. Changes in accounts receivable are primarily due to the timing and magnitude of orders of products, the timing of when control of products is transferred to distributors and the timing of cash collections. Activity in the allowance for doubtful accounts consists of the following for the years ended December 31 (in thousands): 2019 2018 Balance, beginning of year $ 40 $ 7 Net charges to bad debt expense 48 33 Write-offs (44) - Balance, end of year $ 44 $ 40 As of December 31, 2019, two customers made up 26% of our outstanding accounts receivable. As of December 31, 2018, three customers made up 30% of our outstanding accounts receivable. Inventories Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value and include adjustments for estimated obsolete or excess inventory. Cost is based on actual cost on a first-in first-out basis. Raw materials that will be used in production in the next twelve months are recorded in inventory. The provisions for obsolete or excess inventory are based on estimated forecasted usage of inventories. A significant change in demand for certain products as compared to forecasted amounts may result in recording additional provisions for obsolete inventory. Provisions for obsolete or excess inventory are recorded as cost of goods sold and totaled $9,000 and $6,000 as of December 31, 2019 and 2018, respectively. Fixed assets Fixed assets are recorded at cost less accumulated depreciation and are depreciated on the declining balance basis over the estimated useful lives of the assets as follows: Asset Rate Equipment 20% to 30% Vehicles and office and computer equipment 30% Impairment of long-lived assets Long-lived assets, which include fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Long-lived assets are grouped at the lowest level for which there are identifiable cash flows when evaluating for impairment. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. Foreign currency translation The functional currency of our Canadian subsidiary is the Canadian dollar. We translate assets and liabilities related to these operations to U.S. dollars at the exchange rate in effect at the date of the consolidated balance sheet; we convert revenues and expenses into U.S. dollars using the average monthly exchange rates. Translation gains and losses are reported as a separate component of accumulated other comprehensive income. Transaction gains and losses arising from the transactions denominated in a currency other than the functional currency are included in other expense, net in the accompanying consolidated statement of operations. Net transaction losses were $4,000 for 2019 and net transaction gains were $7,000 for 2018. Revenue recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation See Note 12, Segment information, for information on revenue disaggregated by geographic area. Because the Company’s agreements have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. The Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (delivery of product). The Company primarily receives fixed consideration for sales of product, subject to adjustment as described below. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue, and totaled $71,000 and $163,000 for the years ended December 31, 2019 and 2018, respectively. Sales tax and other similar taxes are excluded from revenue. Revenue is recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotion allowances. Discounts, slotting fees and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to distributors. The Company estimates these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for product sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. The liability for promotional allowances is included in accrued expenses on the consolidated balance sheets. Amounts paid for slotting fees are recorded as prepaid expenses on the consolidated balance sheets and amortized over the corresponding term. For the years ended December 31, 2019 and 2018, our revenue was reduced by approximately $1.7 million and $1.5 million, respectively, for slotting fees and promotion allowances. All sales to distributors and customers are generally final. In limited instances the Company may accept returned product due to quality issues or distributor terminations and in such situations the Company would have variable consideration. To date, returns have not been material. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. The Company offers prompt pay discounts of up to 2% to certain customers typically for payments made within 15 days. Prompt pay discounts are estimated in the period of sale based on experience with sales to eligible customers. Early pay discounts are recorded as a deduction to the accounts receivable balance presented on the consolidated balance sheets. Advertising costs Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended December 31, 2019 and 2018 , we incurred advertising costs of $ 518,000 and $ 641 ,000 , respectively. Income taxes We account for income taxes by recognizing the amount of taxes payable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We perform periodic evaluations of recorded tax assets and liabilities and maintain a valuation allowance, if considered necessary based on whether they are more likely than not to be realized. The determination of taxes payable for the current year includes estimates. We believe that we have appropriate support for the income tax positions taken, and to be taken, on our tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. No reserves for an uncertain income tax position have been recorded for the years ended December 31, 2019 or 2018. Net loss per share Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is computed by adjusting the weighted average number of common shares by the effective net exercise or conversion of all dilutive securities. Due to the net loss in 2019 and 2018, outstanding stock options amounting to 3,495,601 and 3,825,083, shares issuable upon the conversion of the Convertible Notes of 5,095,308 and 9,547,897 , unvested restricted stock units of 149,824 and 253,363, and stock warrants of 15,000,000 and zero at December 31, 2019 and 2018, respectively, were anti-dilutive. Comprehensive loss Comprehensive loss is comprised of net loss and translation adjustments. We do not provide income taxes on currency translation adjustments, as the historical earnings from our Canadian subsidiary is considered to be indefinitely reinvested. Seasonality Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues during the warm weather months of April through September. Sales may fluctuate materially on a quarter to quarter basis or an annual basis when we launch a new product or fill the “pipeline” of a new distribution partner or a large retail partner. Sales results may also fluctuate based on the number of SKUs selected or removed by our distributors and retail partners through the normal course of serving consumers in the dynamic, trend-oriented beverage industry. As a result, management believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the fiscal year. Deferred financing costs We defer costs related to the issuance of debt which are included on the accompanying balance sheets as a deduction from the debt liability. Deferred financing costs are amortized over the term of the related loan and are included as a component of interest expense on the accompanying consolidated statements of operations. Recent accounting guidance In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases: Topic 842 (“ASU 2016-02”), which replaces existing lease guidance. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than twelve months to its balance sheets. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 became effective for us beginning January 1, 2019. The Company adopted ASU 2016-02 and related ASUs, collectively “ASC Topic 842,” on January 1, 2019, utilizing the alternative transition method allowed for under ASU 2018-11. The Company elected the practical expedients to not reassess the prior conclusions about lease identification under the new standard, to not reassess lease classification, to not separate lease and non lease components, and to not reassess initial direct costs. As a result, the Company recorded a lease liability and right-of-use asset of $124,000 and $116,000, respectively, on the consolidated balance sheet as of January 1, 2019. The adoption of ASC Topic 842 did not have a material impact on either the consolidated statement of operations or consolidated statement of cash flows for the year ended December 31, 2019. In July 2018, the FASB issued ASU 2018-11 Leases (Topic 842), Targeted Improvements. With this ASU, the FASB decided to provide another transition method in addition to the existing transition method by allowing entities to initially apply ASU 2016-02 at the adoption date (January 1, 2019 for the Company) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840 (for example, they do not create interim disclosure requirements that entities previously were not required to provide). We adopted this new transition method upon adoption of ASU 2016-02. In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (“ASU 2016-13”), which changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU is effective for us in the first quarter of 2023 and must be adopted using a modified retrospective transition approach. We are currently evaluating the potential impact that the adoption of ASU 2016-13 will have on our consolidated financial statements. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory [Abstract] | |
Inventory | 2. Inventory Inventory consisted of the following as of December 31 (in thousands): December 31, 2019 December 31, 2018 Finished goods $ 1,120 $ 948 Raw materials 668 401 $ 1,788 $ 1,349 Finished goods primarily include product ready for shipment, as well as promotional merchandise held for sale. Raw materials primarily include ingredients, concentrate and packaging. |
Fixed Assets
Fixed Assets | 12 Months Ended |
Dec. 31, 2019 | |
Fixed Assets [Abstract] | |
Fixed Assets | 3. Fixed Assets Fixed assets consisted of the following as of December 31 (in thousands): 2019 2018 Vehicles $ 367 $ 363 Leasehold improvements and equipment 154 181 Office and computer equipment 125 33 646 577 Accumulated depreciation (484) (489) $ 162 $ 88 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following as of December 31 (in thousands): 2019 2018 Employee benefits $ 87 $ 80 Selling and marketing 257 317 Other accruals 319 217 $ 663 $ 614 |
Convertible Subordinated Notes
Convertible Subordinated Notes Payable | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Subordinated Notes Payable [Abstract] | |
Convertible Subordinated Notes Payable | 5. Convertible Subordinated Notes Payable On March 23, 2018, and April 18, 2018, we issued and sold an aggregate principal amount of $2,920,000 of convertible subordinated promissory notes (the “Convertible Notes”) to institutional investors, our management team, and other individual accredited investors. The Convertible Notes have a four -year term from the date of issuance and bear interest at 6% per annum until maturity. The holders can convert the Convertible Notes at any time into the number of shares of our common stock equal to the quotient obtained by dividing (i) the amount of the unpaid principal and interest on such Convertible Note by (ii) $0.32 (the “Conversion Price”). The Conversion Price is subject to anti-dilution adjustment on a broad-based, weighted average basis if we issue shares or equity-linked instruments at a conversion price below $0.32 per share. No payments of principal or interest are due until the maturity. The Convertible Notes are subordinated in right of payment to the prior payment in full of all of our Senior Indebtedness, which is defined as amounts due in connection with our indebtedness for borrowed money to banks, commercial finance lenders, or other lending institutions regularly engaged in the business of lending money, with certain restrictions. During 2019, Convertible Notes in the aggregate principal amount of $1.4 million and related accrued interest were converted into 4,868,079 shares of common stock in accordance with the original terms of the Convertible Notes. As a result, the carrying amount of the converted principal amount of such Convertible Notes, along with the converted accrued interest, in an aggregate amount of $1,558,000 , was credited to common stock and unamortized discounts in an amount equal to $262,000 were recognized as interest expense during 2019. The fair value of our common stock on the March 23, 2018, closing date for the issuance of the Convertible Notes was $0.36 per share, therefore, the Convertible Notes contained a beneficial conversion feature with an aggregate intrinsic value of $350,000 . The fair value of our common stock on the April 18, 2018, closing date for the issuance of the Convertible Notes was $0.30 per share, which did not result in an additional beneficial conversion feature. The resulting debt discount for the Convertible Notes issued on March 23, 2018 is presented as a direct deduction from the carrying value of the Convertible Notes and was recorded with an increase to additional paid-in capital. The discount along with the related closing costs amounting to $137,000 are amortized through interest expense over the term of the Convertible Notes. The balance of notes payable is presented net of unamortized discounts amounting to $141,000 and $392,000 at December 31, 2019 and 2018, respectively. The principal balance of notes payable to related parties amounted to $120,000 at December 31, 2019 and 2018. Principal payments are as follows for the years ending December 31 (in thousands): 2020 $ - 2021 - 2022 1,474 $ 1,474 |
Line Of Credit
Line Of Credit | 12 Months Ended |
Dec. 31, 2019 | |
Line Of Credit [Abstract] | |
Line Of Credit | 6. Line of Credit During December 2019, we allowed our revolving secured credit facility (the “Loan Facility”) with Pacific Western Bank (previously known as BFI Business Finance and CapitalSource Business Finance Group) to expire by its terms. Under this Loan Facility, we had ability to periodically request advances equal to the lesser of: (a) $3.2 million, or (b) the Borrowing Base which was, in the following priority, the sum of: (i) 85% of eligible U.S. accounts receivable, plus (ii) 50% of eligible Canadian accounts receivable not to exceed $300,000 (subject to any reserve amount established by CapitalSource), plus (iii) 35% of finished goods inventory not to exceed $475,000 or 50% of eligible accounts receivable collateral. The Loan Facility allowed us to borrow a maximum aggregate amount of up to $3.2 million based on eligible accounts receivable and inventory. As of December 31, 2019, the line of credit had expired by its terms. Advances under the Loan Facility bore interest at the prime rate plus 0.75% , where prime may not be less than 0% (resulting in an interest rate of 5.5% as of December 31, 2019) , and a loan fee of 0.10% on the daily loan balance was payable monthly. The Loan Facility provided for a minimum cumulative amount of interest of $30,000 per year to be paid to Pacific Western Bank, regardless of whether or not we drew on the Loan Facility. Pacific Western Bank had the right to terminate the Loan Facility at any time upon 120 days’ prior written notice. All present and future obligations of the Subsidiaries arising under the Loan Facility were guaranteed by us and were secured by a first priority security interest in all of our assets. The Loan Facility contained customary representations and warranties as well as affirmative and negative covenants. |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2019 | |
Lease Obligations [Abstract] | |
Lease Obligations | 7. Lease Obligations We currently lease approximately 6,500 square feet of retail/office space in Seattle, Washington for our principal executive and administrative offices. The term of the lease is five years expiring February 2020 with an option to extend for additional one-year terms, indefinitely . During the years ended December 31, 2019 and 2018 , we incurred rental expenses of $ 133,000 and $135,000 respectively. During the years ended December 31, 2019 and 2018, we made cash payments of $139,000 each year. Subsequent to December 31, 2019, the Company amended the lease terms on February 4, 2020. Under the lease amendment, the Company will continue to occupy the same premises for its headquarters, and the term of the lease, which was scheduled to expire on February 28, 2020 , is extended through February 28, 2025 . As of December 31, 2019, our scheduled lease payments excluding management fees and other operational expenses for the remainder of the lease term in 2020 is $18,000 . Management fees and other operational expenses were immaterial. Cash payments on our operating lease are presented as operating cash outflows in the consolidated statement of cash flows. Under the lease amendment, the annual payments excluding management fees and other operations expenses will be as follows (in thousands): 2020 $ 97 2021 119 2022 122 2023 126 2024 130 2025 22 $ 616 As of December 31, 2018, under ASC 840, our scheduled lease payments excluding management fees and other operational expenses were as follows (in thousands): 2019 $ 106 2020 18 $ 124 |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2019 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 8. Shareholders’ Equity Under the terms of our 2011 Incentive Plan (the “Plan”), the number of shares authorized under the Plan may be increased each January 1st by an amount equal to the least of (a) 1,300,000 shares, (b) 4.0 % of our outstanding common stock as of the end of our immediately preceding fiscal year, and (c) a lesser amount determined by the Board of Directors (the Board), provided that the number of shares that may be granted pursuant to awards in a single year may not exceed 10 % of our outstanding shares of common stock on a fully diluted basis as of the end of the immediately preceding fiscal year. Effective January 1, 20 20 , the total number of shares of common stock authorized under the Plan was 12,084,032 shares. Under the terms of the Plan, the Board may grant awards to employees, officers, directors, consultants, agents, advisors and independent contractors. Awards may consist of stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards or other stock or cash-based awards. Stock options are granted at the closing price of our stock on the date of grant, and generally have a ten -year term and vest over a period of 48 months with the first 25.0 % cliff vesting one year from the grant date and monthly thereafter. As of December 31, 2019 , there were 6,289,824 shares of unissued common stock authorized and available for future awards under the Plan. (a) Stock options: A summary of our stock option activity is as follows: Outstanding Options Number of Shares Weighted Average Exercise Price Balance at January 1, 2019 3,825,083 $ 0.48 Options granted 360,000 0.33 Options exercised (70,445) 0.39 Options cancelled/expired (619,037) 0.36 Balance at December 31, 2019 3,495,601 $ 0.46 Exercisable, December 31, 2019 2,946,079 $ 0.47 Vested and expected to vest 3,361,970 $ 0.46 The following table summarizes information about stock options outstanding and exercisable under our stock incentive plans at December 31, 2019 : Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $0.25 to $0.50 2,903,708 5.96 $ 0.39 2,413,831 5.40 $ 0.39 $0.51 to $1.09 516,893 3.39 0.76 457,248 2.98 0.78 $1.10 to $2.99 75,000 1.37 1.20 75,000 1.37 1.20 3,495,601 5.48 0.46 2,946,079 4.92 0.47 (b) Restricted stock awards: Effective as of January 1, 2018, equity compensation for non-employee director service is an annual restricted stock unit award that vests over one year, the number of shares underlying such award is determined by dividing $15,000 by the closing share price on the date of grant (which shall be the first business day in January in each calendar year); when joining the Board each non-employee director shall receive an initial restricted stock unit award that vests over one year, the number of shares underlying such award be determined by dividing $15,000 by the Company’s closing stock price on the date of grant (which shall be the first trading day following the date on which such director is appointed), prorated based on the date on which such director is appointed. A summary of our restricted stock activity is as follows: Restricted Shares Weighted-Average Grant Date Fair Value Weighted-Average Contractual Life Non-vested restricted stock at January 1, 2019 253,363 $ 0.31 9.4 Granted 388,864 0.28 — Vested (173,314) 0.34 — Cancelled/expired (319,089) 0.26 — Non-vested restricted stock at December 31, 2019 149,824 $ 0.33 9.1 We withheld a total of 10,135 shares as payment for withholding taxes due in connection with the vesting of restricted stock awards during the period ending December 31, 2019, and the average price paid per share of $0.25 reflects the average market value per share of the shares withheld for tax purposes. Equity compensation for non-employee director service beginning January 1, 2020 consists of the grant of an annual non-qualified stock option award that vests on the first anniversary of the date of grant (subject to the director’s continuing service as of such anniversary date), with the number of shares underlying such award determined by dividing $25,000 by the closing stock price (as quoted on the OTCQB marketplace) on the date of grant (which shall be the first trading day in January in each calendar year), and such stock option award shall have an exercise price equal to our closing stock price (as quoted on the OTCQB marketplace) on the date of grant. When joining our board of directors, each non-employee director shall be granted a non-qualified stock option award that vests on the first anniversary of the date of grant (subject to the director’s continuing service as of such anniversary date), with the number of shares underlying such award determined by dividing $25,000 by our closing stock price on the first trading day following the date on which such director is appointed), prorated based on the date on which such director is appointed, and which stock option shall be granted as of the first trading day following the date on which such director was appointed, and shall have an exercise price equal to our closing stock price (as quoted on the OTCQB marketplace) on the date of grant. In addition to the annual award in January, during August we granted an aggregate of 30,304 restricted stock units to two of our non-employee directors who were appointed to the board of directors in August of 2019. (c) Stock-based compensation expense: Stock-based compensation expense is recognized using the straight-line attribution method over the employees’ requisite service period. We recognize compensation expense for only the portion of stock options or restricted stock expected to vest. Therefore, we apply estimated forfeiture rates that are derived from historical employee termination behavior. If the actual number of forfeitures differs from those estimated by management, additional adjustments to stock-based compensation expense may be required in future periods. At December 31, 2019 , we had unrecognized compensation expense related to stock options and non-vested stock of $ 80,000 to be recognized over a weighted-average period of 2 .5 years. The following table summarizes the stock-based compensation expense (in thousands): Year Ended December 31, 2019 2018 Type of awards: Stock options $ 101 $ 121 Restricted stock 40 57 $ 141 $ 178 Income statement account: Selling and marketing $ 45 $ 56 General and administrative 96 122 $ 141 $ 178 We employ the following key weighted-average assumptions in determining the fair value of stock options, using the Black-Scholes option pricing model and the simplified method to estimate the expected term of “plain vanilla” options: Year Ended December 31, 2019 2018 Expected dividend yield — — Expected stock price volatility 67.7 % 67.0 % Risk-free interest rate 2.2 % 2.6 % Expected term (in years) 6.0 years 5.6 years Weighted-average grant date fair-value $ 0.20 $ 0.23 During the year ended December 31, 2019 , no material modifications were made to outstanding stock options. The aggregate intrinsic value of stock options outstanding at December 31, 2019 and 2018 was $9,000 and zero and for options exercisable was $6,000 and zero , respectively. The intrinsic value of outstanding and exercisable stock options is calculated as the quoted market price of the stock at the balance sheet date less the exercise price of the option. The total intrinsic value of options exercised during the year ended December 31, 2019 and 2018 was $21,000 and zero , respectively. The Company’s policy is to issue new shares upon exercise of options. ( d ) Equity financing: On July 11, 2019, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Heavenly Rx Ltd. (the “Investor”) pursuant to which the Company sold to the Investor in a private placement (the “Financing”): (a) 15,000,000 shares (the “Shares”) of common stock and (b) a warrant to purchase up to an additional 15,000,000 shares of common stock (the “Warrant”). The aggregate purchase price for the Shares and the Warrant was $9,000,000 in cash, which was paid to the Company at the closing of the purchase and sale on July 11, 2019, and is presented net of offering costs of $183,000 . The Company intends to use the proceeds for general working capital and other purposes, including sales and marketing, product development and capital expenditures for its legacy business and new business initiatives. The Company may receive up to an additional $11.7 million in capital in connection with the exercise of the Warrant. The Warrant is immediately exercisable, has a term of one-year, and provides the Investor with the right to purchase up to 15,000,000 shares of common stock (“Warrant Shares”) at an exercise price of $0.78 per share, subject to adjustment in the event of certain stock splits, stock dividends or distributions, reorganizations, reclassifications or other similar events. The Warrant shall be automatically exercised upon the occurrence of certain events. The relative fair value of the net proceeds allocated to the common stock was estimated to be $6,782,000 . The relative fair value of the net proceeds allocated to the Warrants was estimated to be $2,035,000 as determined based on the relative fair value allocation of the proceeds received. The Warrant was valued using the Black-Scholes option pricing model using the following variables: market price of common stock - $0.517 per share; estimated volatility – 108.21% ; 1-year risk free interest rate – 1.97% ; expected dividend rate - 0% and expected life - 1 year. |
Employee 401(K) Plan
Employee 401(K) Plan | 12 Months Ended |
Dec. 31, 2019 | |
Employee 401(K) Plan [Abstract] | |
Employee 401(K) Plan | 9. Employee 401(k) Plan We have a 401(k) plan whereby eligible employees who have completed one hour of service per month in three consecutive months of employment may enroll. Employees can elect to contribute up to 100 % of their eligible compensation to the 401(k) plan subject to Internal Revenue Service’s limitations. As currently established, we are no t required to make and have not made any contributions to the 401(k) plan during the years ended December 31, 2019 and 2018. |
Commitments And Contingencies
Commitments And Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 10. Commitments and Contingencies Commitments As of December 31, 201 9 , we continue to have commitments to various suppliers of raw materials (primarily sugar and glass). Purchase obligations under these commitments are expected to total $ 469,000 in 20 20 , with no current commitments thereafter. Legal proceedings We are or may be involved from time to time in various claims and legal actions arising in the ordinary course of business, including proceedings involving employee claims, contract disputes, product liability and other general liability claims, as well as trademark, copyright, and related claims and legal actions. In the opinion of our management, the ultimate disposition of these matters will not have a material adverse effect on our consolidated financial position, results of operations or liquidity. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Income Taxes | 11. Income Taxes The provision for income taxes consisted of the following for the years ended December 31 (in thousands): 2019 2018 Current State $ 5 $ 2 Foreign 24 22 Provision for income taxes $ 29 $ 24 Loss before provision for income taxes was as follows for the years ended December 31 (in thousands): 2019 2018 United States $ (2,833) $ (2,143) Foreign 84 88 Total $ (2,749) $ (2,055) The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: 2019 2018 Federal statutory rate 21.00 % 21.00 % Effect of: Permanent differences (1.11) (0.04) Foreign rate differential (1.26) - State income taxes, net of federal benefit 2.52 (0.18) Change in valuation allowance (23.21) (21.23) Other, net 1.06 (0.71) Provision for income taxes (1.00) % (1.16) % Deferred income taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of our deferred income taxes were as follows (in thousands): 2019 2018 Federal and state net operating loss carryforwards $ 14,104 $ 13,567 Stock-based compensation 272 256 Other, net 87 48 Total deferred tax asset 14,463 13,871 Valuation allowance (14,463) (13,871) Net deferred tax asset $ — $ — We continue to experience significant losses in our U.S. operations that are material to our decision to maintain a full valuation allowance against our net U.S. deferred tax assets. This is due to the fact that the relevant accounting guidance puts more weight on the negative objective evidence of cumulative losses in recent years than the positive subjective evidence of future projections of pretax income . For the years ended December 31, 2019 and December 31, 2018, the valuation allowance increased by $ 592,000 and $434,000 , respectively. We continually analyze the realizability of our deferred tax assets, but we reasonably expect to continue to record a full valuation allowance on future U.S. tax benefits until we sustain an appropriate level of taxable income through improved U.S. operations and tax planning strategies. At December 31, 2019, we had net operating loss carryforwards for income tax purposes in the United States of $57.8 million which expire at various times commencing 2019. We also had net operating loss carryforwards for income tax purposes in the United States of $4.7 million that may be carried forward indefinitely. Net operating loss carryforwards may be subject to certain limitations under Section 382 of the Internal Revenue code. There are no uncertain tax positions to recognize as of December 31, 2019 and 2018 . The tax years that remain open to examination by the taxing authorities are 20 15 – 2019 , generally. The net operating losses from prior years are subject to adjustment under examination to the extent they remain unutilized in an open year. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information [Abstract] | |
Segment Information | 12. Segment Information We have one operating segment with operations primarily in the United States and Canada. Sales are assigned to geographic locations based on the location of customers. Geographic information for the years ended December 31 is as follows (in thousands): 2019 2018 Revenue: United States $ 8,680 $ 9,520 Canada 2,768 2,949 Other countries 60 89 Total revenue $ 11,508 $ 12,558 Fixed assets: United States $ 162 $ 88 Canada — — Total fixed assets $ 162 $ 88 During each of the years ended December 31, 2019 and 2018 , three of our customers represented approximately 43 % of revenues. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On January 30, 2020, the World Health Organization (“WHO”) announced a global health emergency because of a new strain of coronavirus (“COVID-19”) and the risks to the international community. In March 2020, the WHO classified the COVID-19 outbreak as a pandemic, based on the rapid increase in exposure internationally. The ultimate impact of the COVID-19 pandemic is highly uncertain and subject to change. The Company does not yet know the full extent of potential delays or impacts on its business, financing activities, or the global economy as a whole. However, these effects could have a material impact on the Company’s liquidity, capital resources, operations and business and those of third parties on which we rely. Additionally, while the extent of the impact on the Company’s business and financial condition is unknown at this time, it may be negatively affected by COVID-19 and actions taken to address and limit the spread of COVID-19, such as travel restrictions, event cancellations, and limitations affecting the supply of labor and the movement of raw materials and finished products. If available manufacturing capacity is reduced as a result of the COVID-19, it could negatively affect the timely supply, pricing and availability of finished products. Moreover, the Company will also be negatively impacted by current and future closures of restaurants, independent accounts, convenience chains, and retail store chains resulting from the COVID-19 outbreak. The current closures of restaurants and independent accounts will negatively affect our revenues and cash flows, especially with respect to our fountain business, which comprised approximately 9% of the Company’s revenues in 2019. The continued spread of COVID-19 and uncertain market conditions may also limit the Company’s ability to access capital to fund its operations, which could negatively impact the Company’s short-term and long-term liquidity. |
Nature Of Operations And Summ_2
Nature Of Operations And Summary Of Significant Accounting Policies (Policy) | 12 Months Ended |
Dec. 31, 2019 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation And Consolidation | Basis of presentation and consolidation The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the Securities and Exchange Commission (SEC) rules and regulations applicable to financial reporting. The consolidated financial statements include our accounts and accounts of our wholly owned subsidiaries. All intercompany transactions between us and our subsidiaries have been eliminated in consolidation. |
Going Concern | Going Concern As of December 31, 2019 and 2018, we had cash and cash-equivalents of approximately $6.0 million and $991,000, respectively, and working capital of approximately $8.4 million and $1.8 million, respectively. Net cash used in operations during fiscal years 2019 and 2018 totaled approximately $3.3 million and $1.7 million, respectively. The Company has experienced recurring losses from operations and negative cash flows from operating activities. This situation creates uncertainties about the Company’s ability to execute its business plan, finance operations, and indicates substantial doubt about the Company’s ability to continue as a going concern. We continue to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. Therefore, currently, based upon the Company’s near term anticipated level of operations and expenditures, management believes that cash on hand, is not sufficient to enable the Company to fund operations for twelve months from the date the financial statements included in this Report are issued. Our line of credit expired by its terms in December 2019. These conditions raise substantial doubt as to the ability of the Company to continue as a going concern. Management’s plans to fund its operations are dependent upon achieving a profitable level of operations and on the ability of the Company to obtain necessary financing to fund ongoing operations. The continued spread of COVID-19 and uncertain market conditions may limit the Company’s ability to access capital, may reduce demand for the Company’s products, and may negatively impact the Company’s supply chain. The consolidated financial statements included in this Report do not give effect to any adjustments which will be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities in other than the normal course of business and at amounts different from those reflected in the accompanying consolidated financial statements. We will require additional financing to support our working capital needs in the future. The amount of additional capital we may require, the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including our strategic initiatives and operating plans, the performance of our business and the market conditions for available debt or equity financing. As discussed in Note 13, t he continued spread of COVID-19 and uncertain market conditions may limit the Company’s ability to access capital, may reduce demand for the Company’s products, and may negatively impact the Company’s supply chain. Additionally, the amount of capital required will depend on our ability to meet our sales goals and otherwise successfully execute our operating plan. We believe it is imperative that we meet these sales objectives in order to lessen our reliance on external financing in the future. We intend to continually monitor and adjust our operating plan as necessary to respond to developments in our business, our markets and the broader economy. Although we believe various debt and equity financing alternatives will be available to us to support our working capital needs, financing arrangements on acceptable terms may not be available to us when needed. Additionally, these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders. Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements. If necessary, we may explore strategic transactions that we consider to be in the best interest of the Company and our shareholders, which may include, without limitation, public or private offerings of debt or equity securities, a rights offering, and other strategic alternatives; however, these options may not ultimately be available or feasible when needed. |
Use Of Estimates | Use of estimates The preparation of the consolidated financial statements requires management to make a number of estimates and assumptions relating to the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Significant items subject to such estimates and assumptions include, but are not limited to, inventory valuation, depreciable lives and valuation of capital assets, valuation allowances for receivables, trade promotion liabilities, stock-based compensation expense, valuation allowance for deferred income tax assets, contingencies, and forecasts supporting the going concern assumption and related disclosures. Actual results could differ from those estimates. |
Cash And Cash Equivalents | Cash and cash equivalents We consider all highly liquid short-term investments with an original or remaining maturity of three months or less at the date of purchase to be cash equivalents. |
Fair Value Of Financial Instruments | Fair value of financial instruments Applicable accounting standards define fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). We measure our assets and liabilities using inputs from the following three levels of the fair value hierarchy: Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date, Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability, and inputs that are derived principally from or corroborated by market data by correlation or other means, and Level 3 includes unobservable inputs that reflect assumptions about what factors market participants would use in pricing the asset or liability and are developed based on the best information available, including our own data. The carrying amounts for cash and cash equivalents, receivables, and payables approximate fair value due to the short-term maturity of these instruments. During the first half of 2018, we issued an aggregate principal amount of $2,920,000 of convertible subordinated promissory notes (the “Convertible Notes”). The fair value remaining of Convertible Notes outstanding was approximately $1,437,000 and $2,846,000 as of December 31, 2019 and 2018, respectively. The fair value of Convertible Notes was estimated using a discounted cash flow analysis based on current market interest rates, which represent level 2 inputs in the fair value hierarchy. |
Accounts Receivable | Accounts receivable Our accounts receivable balance primarily includes balances from trade sales to distributors and retail customers. The allowance for doubtful accounts is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible, are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowances for doubtful accounts of $ 44 and $ 40 as of December 31, 2019 and 2018 , respectively, are netted against accounts receivable. Changes in accounts receivable are primarily due to the timing and magnitude of orders of products, the timing of when control of products is transferred to distributors and the timing of cash collections. Activity in the allowance for doubtful accounts consists of the following for the years ended December 31 (in thousands): 2019 2018 Balance, beginning of year $ 40 $ 7 Net charges to bad debt expense 48 33 Write-offs (44) - Balance, end of year $ 44 $ 40 As of December 31, 2019, two customers made up 26% of our outstanding accounts receivable. As of December 31, 2018, three customers made up 30% of our outstanding accounts receivable. |
Inventories | Inventories Inventories consist of raw materials and finished goods and are stated at the lower of cost or net realizable value and include adjustments for estimated obsolete or excess inventory. Cost is based on actual cost on a first-in first-out basis. Raw materials that will be used in production in the next twelve months are recorded in inventory. The provisions for obsolete or excess inventory are based on estimated forecasted usage of inventories. A significant change in demand for certain products as compared to forecasted amounts may result in recording additional provisions for obsolete inventory. Provisions for obsolete or excess inventory are recorded as cost of goods sold and totaled $9,000 and $6,000 as of December 31, 2019 and 2018, respectively. |
Fixed Assets | Fixed assets Fixed assets are recorded at cost less accumulated depreciation and are depreciated on the declining balance basis over the estimated useful lives of the assets as follows: Asset Rate Equipment 20% to 30% Vehicles and office and computer equipment 30% |
Impairment Of Long-Lived Assets | Impairment of long-lived assets Long-lived assets, which include fixed assets, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future undiscounted net cash flows expected to be generated by the assets. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Long-lived assets are grouped at the lowest level for which there are identifiable cash flows when evaluating for impairment. Assets to be disposed of are reported at the lower of the carrying amount or fair value less costs to sell. |
Foreign Currency Translation | Foreign currency translation The functional currency of our Canadian subsidiary is the Canadian dollar. We translate assets and liabilities related to these operations to U.S. dollars at the exchange rate in effect at the date of the consolidated balance sheet; we convert revenues and expenses into U.S. dollars using the average monthly exchange rates. Translation gains and losses are reported as a separate component of accumulated other comprehensive income. Transaction gains and losses arising from the transactions denominated in a currency other than the functional currency are included in other expense, net in the accompanying consolidated statement of operations. Net transaction losses were $4,000 for 2019 and net transaction gains were $7,000 for 2018. |
Revenue Recognition | Revenue recognition The Company recognizes revenue under Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers , (“ASC 606”). The core principle of the revenue standard is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods and services transferred to the customer. The following five steps are applied to achieve that core principle: Step 1: Identify the contract with the customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when the company satisfies a performance obligation See Note 12, Segment information, for information on revenue disaggregated by geographic area. Because the Company’s agreements have an expected duration of one year or less, the Company has elected the practical expedient in ASC 606-10-50-14(a) to not disclose information about its remaining performance obligations. The Company’s performance obligations are satisfied at the point in time when products are received by the customer, which is when the customer has title and the significant risks and rewards of ownership. Therefore, the Company’s contracts have a single performance obligation (delivery of product). The Company primarily receives fixed consideration for sales of product, subject to adjustment as described below. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue, and totaled $71,000 and $163,000 for the years ended December 31, 2019 and 2018, respectively. Sales tax and other similar taxes are excluded from revenue. Revenue is recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotion allowances. Discounts, slotting fees and promotional allowances vary the consideration the Company is entitled to in exchange for the sale of products to distributors. The Company estimates these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for product sales to customers. The amount of revenue recognized represents the amount that will not be subject to a significant future reversal of revenue. The liability for promotional allowances is included in accrued expenses on the consolidated balance sheets. Amounts paid for slotting fees are recorded as prepaid expenses on the consolidated balance sheets and amortized over the corresponding term. For the years ended December 31, 2019 and 2018, our revenue was reduced by approximately $1.7 million and $1.5 million, respectively, for slotting fees and promotion allowances. All sales to distributors and customers are generally final. In limited instances the Company may accept returned product due to quality issues or distributor terminations and in such situations the Company would have variable consideration. To date, returns have not been material. The Company’s customers generally pay within 30 days from the receipt of a valid invoice. The Company offers prompt pay discounts of up to 2% to certain customers typically for payments made within 15 days. Prompt pay discounts are estimated in the period of sale based on experience with sales to eligible customers. Early pay discounts are recorded as a deduction to the accounts receivable balance presented on the consolidated balance sheets. |
Advertising Costs | Advertising costs Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended December 31, 2019 and 2018 , we incurred advertising costs of $ 518,000 and $ 641 ,000 , respectively. |
Income Taxes | Income taxes We account for income taxes by recognizing the amount of taxes payable for the current year and deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in our financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. We perform periodic evaluations of recorded tax assets and liabilities and maintain a valuation allowance, if considered necessary based on whether they are more likely than not to be realized. The determination of taxes payable for the current year includes estimates. We believe that we have appropriate support for the income tax positions taken, and to be taken, on our tax returns and that our accruals for tax liabilities are adequate for all open years based on an assessment of many factors including past experience and interpretations of tax law applied to the facts of each matter. No reserves for an uncertain income tax position have been recorded for the years ended December 31, 2019 or 2018. |
Net Loss Per Share | Net loss per share Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is computed by adjusting the weighted average number of common shares by the effective net exercise or conversion of all dilutive securities. Due to the net loss in 2019 and 2018, outstanding stock options amounting to 3,495,601 and 3,825,083, shares issuable upon the conversion of the Convertible Notes of 5,095,308 and 9,547,897 , unvested restricted stock units of 149,824 and 253,363, and stock warrants of 15,000,000 and zero at December 31, 2019 and 2018, respectively, were anti-dilutive. |
Comprehensive Loss | Comprehensive loss Comprehensive loss is comprised of net loss and translation adjustments. We do not provide income taxes on currency translation adjustments, as the historical earnings from our Canadian subsidiary is considered to be indefinitely reinvested. |
Seasonality | Seasonality Our sales are seasonal and we experience fluctuations in quarterly results as a result of many factors. We historically have generated a greater percentage of our revenues during the warm weather months of April through September. Sales may fluctuate materially on a quarter to quarter basis or an annual basis when we launch a new product or fill the “pipeline” of a new distribution partner or a large retail partner. Sales results may also fluctuate based on the number of SKUs selected or removed by our distributors and retail partners through the normal course of serving consumers in the dynamic, trend-oriented beverage industry. As a result, management believes that period-to-period comparisons of results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the fiscal year. |
Deferred Financing Costs | Deferred financing costs We defer costs related to the issuance of debt which are included on the accompanying balance sheets as a deduction from the debt liability. Deferred financing costs are amortized over the term of the related loan and are included as a component of interest expense on the accompanying consolidated statements of operations. |
Recent Accounting Guidance | Recent accounting guidance In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases: Topic 842 (“ASU 2016-02”), which replaces existing lease guidance. ASU 2016-02 requires lessees to recognize a lease liability and a lease asset for all leases, including operating leases, with a term greater than twelve months to its balance sheets. ASU 2016-02 also expands the required quantitative and qualitative disclosures surrounding leases. ASU 2016-02 became effective for us beginning January 1, 2019. The Company adopted ASU 2016-02 and related ASUs, collectively “ASC Topic 842,” on January 1, 2019, utilizing the alternative transition method allowed for under ASU 2018-11. The Company elected the practical expedients to not reassess the prior conclusions about lease identification under the new standard, to not reassess lease classification, to not separate lease and non lease components, and to not reassess initial direct costs. As a result, the Company recorded a lease liability and right-of-use asset of $124,000 and $116,000, respectively, on the consolidated balance sheet as of January 1, 2019. The adoption of ASC Topic 842 did not have a material impact on either the consolidated statement of operations or consolidated statement of cash flows for the year ended December 31, 2019. In July 2018, the FASB issued ASU 2018-11 Leases (Topic 842), Targeted Improvements. With this ASU, the FASB decided to provide another transition method in addition to the existing transition method by allowing entities to initially apply ASU 2016-02 at the adoption date (January 1, 2019 for the Company) and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. An entity that elects this additional (and optional) transition method must provide the required Topic 840 disclosures for all periods that continue to be in accordance with Topic 840. The amendments do not change the existing disclosure requirements in Topic 840 (for example, they do not create interim disclosure requirements that entities previously were not required to provide). We adopted this new transition method upon adoption of ASU 2016-02. In June 2016, the FASB issued ASU 2016-13, Financial Instruments: Credit Losses (“ASU 2016-13”), which changes the impairment model for most financial instruments, including trade receivables from an incurred loss method to a new forward-looking approach, based on expected losses. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. This ASU is effective for us in the first quarter of 2023 and must be adopted using a modified retrospective transition approach. We are currently evaluating the potential impact that the adoption of ASU 2016-13 will have on our consolidated financial statements. |
Nature Of Operations And Summ_3
Nature Of Operations And Summary Of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Nature Of Operations And Summary Of Significant Accounting Policies [Abstract] | |
Schedule Of Accounts Receivable | 2019 2018 Balance, beginning of year $ 40 $ 7 Net charges to bad debt expense 48 33 Write-offs (44) - Balance, end of year $ 44 $ 40 |
Schedule Of Estimated Useful Lives | Asset Rate Equipment 20% to 30% Vehicles and office and computer equipment 30% |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory [Abstract] | |
Schedule Of Inventory | December 31, 2019 December 31, 2018 Finished goods $ 1,120 $ 948 Raw materials 668 401 $ 1,788 $ 1,349 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Fixed Assets [Abstract] | |
Schedule Of Fixed Assets | 2019 2018 Vehicles $ 367 $ 363 Leasehold improvements and equipment 154 181 Office and computer equipment 125 33 646 577 Accumulated depreciation (484) (489) $ 162 $ 88 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accrued Expenses [Abstract] | |
Schedule Of Accrued Expenses | 2019 2018 Employee benefits $ 87 $ 80 Selling and marketing 257 317 Other accruals 319 217 $ 663 $ 614 |
Convertible Subordinated Note_2
Convertible Subordinated Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Convertible Subordinated Notes Payable [Abstract] | |
Schedule Of Principal Payments | 2020 $ - 2021 - 2022 1,474 $ 1,474 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Lease Obligations [Abstract] | |
Schedule Of Lease Payments Excluding Management Fees And Other Operational Expenses | 2020 $ 97 2021 119 2022 122 2023 126 2024 130 2025 22 $ 616 |
Schedule Of Lease Payments Excluding Management Fees And Other Operational Expenses Under ASC 840 | 2019 $ 106 2020 18 $ 124 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Shareholders' Equity [Abstract] | |
Summary Of Stock Option Activity | Outstanding Options Number of Shares Weighted Average Exercise Price Balance at January 1, 2019 3,825,083 $ 0.48 Options granted 360,000 0.33 Options exercised (70,445) 0.39 Options cancelled/expired (619,037) 0.36 Balance at December 31, 2019 3,495,601 $ 0.46 Exercisable, December 31, 2019 2,946,079 $ 0.47 Vested and expected to vest 3,361,970 $ 0.46 |
Summary Of Stock Options Outstanding And Exercisable | Number Outstanding Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price Number Exercisable Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price $0.25 to $0.50 2,903,708 5.96 $ 0.39 2,413,831 5.40 $ 0.39 $0.51 to $1.09 516,893 3.39 0.76 457,248 2.98 0.78 $1.10 to $2.99 75,000 1.37 1.20 75,000 1.37 1.20 3,495,601 5.48 0.46 2,946,079 4.92 0.47 |
Summary Of Restricted Stock Activity | Restricted Shares Weighted-Average Grant Date Fair Value Weighted-Average Contractual Life Non-vested restricted stock at January 1, 2019 253,363 $ 0.31 9.4 Granted 388,864 0.28 — Vested (173,314) 0.34 — Cancelled/expired (319,089) 0.26 — Non-vested restricted stock at December 31, 2019 149,824 $ 0.33 9.1 |
Summary Of Stock-Based Compensation Expense | Year Ended December 31, 2019 2018 Type of awards: Stock options $ 101 $ 121 Restricted stock 40 57 $ 141 $ 178 Income statement account: Selling and marketing $ 45 $ 56 General and administrative 96 122 $ 141 $ 178 |
Summary Of Weighted-Average Assumptions | Year Ended December 31, 2019 2018 Expected dividend yield — — Expected stock price volatility 67.7 % 67.0 % Risk-free interest rate 2.2 % 2.6 % Expected term (in years) 6.0 years 5.6 years Weighted-average grant date fair-value $ 0.20 $ 0.23 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Taxes [Abstract] | |
Schedule Of Income Tax Provisions | 2019 2018 Current State $ 5 $ 2 Foreign 24 22 Provision for income taxes $ 29 $ 24 |
Summary Of Loss Before Provision For Income Taxes | 2019 2018 United States $ (2,833) $ (2,143) Foreign 84 88 Total $ (2,749) $ (2,055) |
Summary Of Income Tax Rates | 2019 2018 Federal statutory rate 21.00 % 21.00 % Effect of: Permanent differences (1.11) (0.04) Foreign rate differential (1.26) - State income taxes, net of federal benefit 2.52 (0.18) Change in valuation allowance (23.21) (21.23) Other, net 1.06 (0.71) Provision for income taxes (1.00) % (1.16) % |
Schedule Of Deferred Income Taxes | 2019 2018 Federal and state net operating loss carryforwards $ 14,104 $ 13,567 Stock-based compensation 272 256 Other, net 87 48 Total deferred tax asset 14,463 13,871 Valuation allowance (14,463) (13,871) Net deferred tax asset $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Segment Information [Abstract] | |
Schedule Of Geographic Information | 2019 2018 Revenue: United States $ 8,680 $ 9,520 Canada 2,768 2,949 Other countries 60 89 Total revenue $ 11,508 $ 12,558 Fixed assets: United States $ 162 $ 88 Canada — — Total fixed assets $ 162 $ 88 |
Nature Of Operations And Summ_4
Nature Of Operations And Summary Of Significant Accounting Policies (Narrative) (Details) | 12 Months Ended | ||||
Dec. 31, 2019USD ($)itemcustomershares | Dec. 31, 2018USD ($)customershares | Apr. 18, 2018USD ($) | Mar. 23, 2018USD ($) | Dec. 31, 2017USD ($) | |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of operating subsidiaries | item | 2 | ||||
Cash and cash equivalents | $ 5,969,000 | $ 991,000 | $ 397,000 | ||
Working capital | 8,400,000 | 1,800,000 | |||
Net cash used in (provided by) operating activities | 3,344,000 | 1,704,000 | |||
Allowances for doubtful accounts | 44,000 | 40,000 | |||
Provisions for obsolete or excess inventory recorded as cost of goods sold | 9,000 | 6,000 | |||
Net foreign currency transactions gains (losses) | (4,000) | 7,000 | |||
Revenue | 11,508,000 | 12,558,000 | |||
Slotting fees and promotion allowances | $ 1,700,000 | 1,500,000 | |||
Customers payment from receipt of invoice period | 30 days | ||||
Discounts for certain customers for payments made within 15 days | 2.00% | ||||
Advertising costs | $ 518,000 | 641,000 | |||
Uncertain income tax position reserves | 0 | 0 | |||
Lease liability | 18,000 | ||||
Right of use lease asset | 17,000 | ||||
Shipping and Handling [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Revenue | 71,000 | 163,000 | |||
Convertible Notes [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Aggregate principal amount | 1,400,000 | $ 2,920,000 | $ 2,920,000 | ||
Fair value of notes payable | $ 1,437,000 | $ 2,846,000 | |||
Anti-dilutive shares | shares | 5,095,308 | 9,547,897 | |||
Warrant [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Anti-dilutive shares | shares | 15,000,000 | 0 | |||
Two Major Customers [Member] | Outstanding Accounts Receivable [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers | customer | 2 | ||||
Customer, percentage | 26.00% | ||||
Three Major Customers [Member] | Outstanding Accounts Receivable [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Number of customers | customer | 3 | ||||
Customer, percentage | 30.00% | ||||
Stock Options [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Stock options outstanding, shares | shares | 3,495,601 | 3,825,083 | |||
Restricted Stock [Member] | |||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||
Unvested restricted stock units, shares | shares | 149,824 | 253,363 |
Nature Of Operations And Summ_5
Nature Of Operations And Summary Of Significant Accounting Policies (Schedule Of Accounts Receivable) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Balance, beginning of year | $ 40 | $ 7 |
Net charges to bad debt expense | 48 | 33 |
Write-offs | (44) | |
Balance, end of year | $ 44 | $ 40 |
Nature Of Operations And Summ_6
Nature Of Operations And Summary Of Significant Accounting Policies (Schedule Of Estimated Useful Lives) (Details) | 12 Months Ended |
Dec. 31, 2019 | |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, Rate | 20% |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, Rate | 30% |
Vehicles And Office And Computer Equipment [Member] | |
Property, Plant and Equipment [Line Items] | |
Estimated useful lives, Rate | 30% |
Inventory (Schedule Of Inventor
Inventory (Schedule Of Inventory) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Abstract] | ||
Finished goods | $ 1,120 | $ 948 |
Raw materials | 668 | 401 |
Inventory, Net | $ 1,788 | $ 1,349 |
Fixed Assets (Schedule Of Fixed
Fixed Assets (Schedule Of Fixed Assets) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 646 | $ 577 |
Accumulated depreciation | (484) | (489) |
Property, Plant and Equipment, Net | 162 | 88 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 367 | 363 |
Leasehold Improvements And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 154 | 181 |
Office And Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 125 | $ 33 |
Accrued Expenses (Schedule Of A
Accrued Expenses (Schedule Of Accrued Expenses) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Accrued Expenses [Abstract] | ||
Employee benefits | $ 87 | $ 80 |
Selling and marketing | 257 | 317 |
Other accruals | 319 | 217 |
Accrued expenses | $ 663 | $ 614 |
Convertible Subordinated Note_3
Convertible Subordinated Notes Payable (Narrative) (Details) - USD ($) | Apr. 18, 2018 | Mar. 23, 2018 | Dec. 31, 2019 | Dec. 31, 2018 |
Converted accrued interest amount credited to common stock and additional paid-in capital | $ 1,558,000 | |||
Unamortized discounts recognized as interest expense | $ 442,000 | $ 271,000 | ||
Common Stock [Member] | ||||
Number of converted shares of Convertible Notes | 4,868,079 | |||
Converted accrued interest amount credited to common stock and additional paid-in capital | $ 1,558,000 | |||
Convertible Notes [Member] | ||||
Aggregate principal amount | $ 2,920,000 | $ 2,920,000 | 1,400,000 | |
Converted accrued interest amount credited to common stock and additional paid-in capital | 1,558,000 | |||
Unamortized discounts recognized as interest expense | 262,000 | |||
Term | 4 years | 4 years | ||
Interest rate | 6.00% | 6.00% | ||
Conversion price | $ 0.32 | $ 0.32 | ||
Discount with related closing costs | $ 137,000 | |||
Notes payable, net of unamortized discounts | 141,000 | 392,000 | ||
Notes payable from related parties | $ 120,000 | $ 120,000 | ||
Beneficial conversion feature, intrinsic value | $ 350,000 | |||
Convertible Notes [Member] | Common Stock [Member] | ||||
Price per share | $ 0.30 | $ 0.36 |
Convertible Subordinated Note_4
Convertible Subordinated Notes Payable (Schedule Of Principal Payments) (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Convertible Subordinated Notes Payable [Abstract] | |
2020 | |
2021 | |
2022 | 1,474 |
Total principal payments | $ 1,474 |
Line Of Credit (Narrative) (Det
Line Of Credit (Narrative) (Details) - Loan Facility [Member] - Pacific West Bank [Member] | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Line of Credit Facility [Line Items] | |
Line of credit, Borrowing capacity description | Under this Loan Facility, we had ability to periodically request advances equal to the lesser of: (a) $3.2 million, or (b) the Borrowing Base which was, in the following priority, the sum of: (i) 85% of eligible U.S. accounts receivable, plus (ii) 50% of eligible Canadian accounts receivable not to exceed $300,000 (subject to any reserve amount established by CapitalSource), plus (iii) 35% of finished goods inventory not to exceed $475,000 or 50% of eligible accounts receivable collateral. |
Line of credit, Interest rate description | prime rate plus 0.75%, where prime may not be less than 0% (resulting in an interest rate of 5.5% as of December 31, 2019) |
Line of credit, Covenant terms | Pacific Western Bank had the right to terminate the Loan Facility at any time upon 120 days' prior written notice. |
Maximum borrowing capacity | $ 3,200,000 |
Interest rate above prime rate | 0.75% |
Minimum cumulative amount of interest, per year | $ 30,000 |
Interest rate | 5.50% |
Loan fee, percentage | 0.10% |
Termination period prior written notice | 120 days |
Percent of accounts receivable borrowing capacity | 50.00% |
Percent of finished goods inventory borrowing capacity | 35.00% |
Accounts Receivable And Inventory [Member] | |
Line of Credit Facility [Line Items] | |
Current borrowing capacity | $ 3,200,000 |
Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Maximum amount of accounts receivable plus finished goods inventory borrowing capacity | $ 475,000 |
United States [Member] | |
Line of Credit Facility [Line Items] | |
Percent of accounts receivable borrowing capacity | 85.00% |
Canada [Member] | |
Line of Credit Facility [Line Items] | |
Percent of accounts receivable borrowing capacity | 50.00% |
Canada [Member] | Maximum [Member] | |
Line of Credit Facility [Line Items] | |
Maximum amount of accounts receivable borrowing capacity | $ 300,000 |
Lease Obligations (Narrative) (
Lease Obligations (Narrative) (Details) | Feb. 04, 2020 | Dec. 31, 2019USD ($)ft² | Dec. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | |||
Lease retail/office space, in square feet | ft² | 6,500 | ||
Lease term | 5 years | ||
Lease expiration date | Feb. 28, 2020 | ||
Lease option to extend | option to extend for additional one-year terms, indefinitely | ||
Rental expenses | $ 133,000 | $ 135,000 | |
Cash payment for rental | $ 139,000 | 139,000 | |
Lease payments remaining of the term in 2020 | $ 18,000 | ||
Subsequent Event [Member] | |||
Operating Leased Assets [Line Items] | |||
Lease expiration date | Feb. 28, 2025 |
Lease Obligations (Schedule Of
Lease Obligations (Schedule Of Lease Payments Excluding Management Fees And Other Operational Expenses) (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Lease Obligations [Abstract] | |
2020 | $ 97 |
2021 | 119 |
2022 | 122 |
2023 | 126 |
2024 | 130 |
2025 | 22 |
Total Annual Payments | $ 616 |
Lease Obligations (Schedule O_2
Lease Obligations (Schedule Of Lease Payments Excluding Management Fees And Other Operational Expenses Under ASC 840) (Details) | Dec. 31, 2018USD ($) |
Lease Obligations [Abstract] | |
2019 | $ 106,000 |
2020 | 18,000 |
Total | $ 124,000 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) | Jan. 01, 2020USD ($)shares | Jul. 11, 2019USD ($)$ / sharesshares | Jan. 01, 2018USD ($) | Aug. 31, 2019employeeshares | Dec. 31, 2019USD ($)$ / sharesshares | Dec. 31, 2018USD ($) |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate purchase price | $ 8,817,000 | |||||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Options, outstanding shares | shares | 0 | |||||
Options outstanding, intrinsic value | $ 9,000 | $ 0 | ||||
Options exercisable, intrinsic value | 6,000 | 0 | ||||
Total intrinsic value options exercised | $ 21,000 | $ 0 | ||||
Restricted Stock Unit [Member] | Non-Employee Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year | |||||
Value of annual restricted stock unit award | $ 15,000 | |||||
Restricted Stock Unit [Member] | Non-Employee Directors [Member] | Forecast [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Value of annual restricted stock unit award | $ 25,000 | |||||
Restricted Stock Unit [Member] | Non-Employee Directors [Member] | August 2019 [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate granted restricted stock units | shares | 30,304 | |||||
Number of non-employee directors granted restricted stock units | employee | 2 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Aggregate granted restricted stock units | shares | 388,864 | |||||
Withheld shares as payment for withholding taxes | shares | 10,135 | |||||
Average price paid per share | $ / shares | $ 0.25 | |||||
Stock Option And Non-Vested Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 80,000 | |||||
Weighted average period for unrecognized compensation expense | 2 years 6 months | |||||
2011 Plan [Member] | Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, authorized shares increase | shares | 1,300,000 | |||||
Common stock, authorized percent increase | 4.00% | |||||
Percentage of outstanding stock maximum | 10.00% | |||||
2011 Plan [Member] | Common Stock [Member] | Subsequent Event [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, authorized shares | shares | 12,084,032 | |||||
2011 Plan [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award Term | 10 years | |||||
Vesting period | 48 months | |||||
Number of shares available | shares | 6,289,824 | |||||
2011 Plan [Member] | Cliff Vesting [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option vesting percentage | 25.00% | |||||
Years after grant date | 1 year | |||||
Warrant Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Fair value of the warrants | $ 2,035,000 | |||||
Private Placement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Offering costs | $ 183,000 | |||||
Private Placement [Member] | Warrant Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Capital in connection with the exercise of the Warrant | $ 11,700,000 | |||||
Warrant exercise price | $ / shares | $ 0.78 | |||||
Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares sold | shares | 15,000,000 | |||||
Aggregate purchase price | $ 8,817,000 | |||||
Fair value of the common stock | $ 6,782,000 | |||||
Price per share | $ / shares | $ 0.517 | |||||
Common Stock [Member] | Private Placement [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares sold | shares | 15,000,000 | |||||
Measurement Input, Price Volatility [Member] | Warrant Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants, measurement input | 108.21 | |||||
Measurement Input, Risk Free Interest Rate [Member] | Warrant Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants, measurement input | 1.97 | |||||
Measurement Input, Expected Dividend Rate [Member] | Warrant Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants, measurement input | 0 | |||||
Measurement Input, Expected Life [Member] | Warrant Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Warrants, term | 1 year | |||||
Maximum [Member] | Common Stock [Member] | Warrant Shares [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of warrant shares | shares | 15,000,000 |
Shareholders' Equity (Summary O
Shareholders' Equity (Summary Of Stock Option Activity) (Details) - Stock Options [Member] | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | |
Outstanding Options, Number of Shares, Balance at beginning | shares | 3,825,083 |
Options granted, Number of Shares | shares | 360,000 |
Options exercised, Number of Shares | shares | (70,445) |
Options cancelled/expired, Number of Shares | shares | (619,037) |
Outstanding Options, Number of Shares, Balance at ending | shares | 3,495,601 |
Exercisable, Number of Shares | shares | 2,946,079 |
Vested and expected to vest, Number of Shares | shares | 3,361,970 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | |
Options, Outstanding, Weighted Average Exercise Price, Balance at beginning | $ / shares | $ 0.48 |
Options granted, Weighted Average Exercise Price | $ / shares | 0.33 |
Options exercised, Weighted Average Exercise Price | $ / shares | 0.39 |
Options cancelled/expired, Weighted Average Exercise Price | $ / shares | 0.36 |
Options, Outstanding, Weighted Average Exercise Price, Balance at ending | $ / shares | 0.46 |
Exercisable, Weighted Average Exercise Price | $ / shares | 0.47 |
Vested and expected to vest, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.46 |
Shareholders' Equity (Summary_2
Shareholders' Equity (Summary Of Stock Options Outstanding And Exercisable) (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number Outstanding | shares | 3,495,601 |
Weighted Average Remaining Contractual Life (Years) | 5 years 5 months 23 days |
Weighted Average Exercise Price | $ 0.46 |
Number Exercisable | shares | 2,946,079 |
Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 1 day |
Weighted Average Exercise Price | $ 0.47 |
$0.25 to $0.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 0.25 |
Exercise price, upper limit | $ 0.50 |
Number Outstanding | shares | 2,903,708 |
Weighted Average Remaining Contractual Life (Years) | 5 years 11 months 16 days |
Weighted Average Exercise Price | $ 0.39 |
Number Exercisable | shares | 2,413,831 |
Weighted Average Remaining Contractual Life (Years) | 5 years 4 months 24 days |
Weighted Average Exercise Price | $ 0.39 |
$0.51 to $1.09 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 0.51 |
Exercise price, upper limit | $ 1.09 |
Number Outstanding | shares | 516,893 |
Weighted Average Remaining Contractual Life (Years) | 3 years 4 months 21 days |
Weighted Average Exercise Price | $ 0.76 |
Number Exercisable | shares | 457,248 |
Weighted Average Remaining Contractual Life (Years) | 2 years 11 months 23 days |
Weighted Average Exercise Price | $ 0.78 |
$1.10 to $2.99 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price, lower limit | 1.10 |
Exercise price, upper limit | $ 2.99 |
Number Outstanding | shares | 75,000 |
Weighted Average Remaining Contractual Life (Years) | 1 year 4 months 13 days |
Weighted Average Exercise Price | $ 1.20 |
Number Exercisable | shares | 75,000 |
Weighted Average Remaining Contractual Life (Years) | 1 year 4 months 13 days |
Weighted Average Exercise Price | $ 1.20 |
Shareholders' Equity (Summary_3
Shareholders' Equity (Summary Of Restricted Stock Activity) (Details) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Restricted Shares | ||
Restricted Shares, Non-vested restricted stock at January 1, 2019 | 253,363 | |
Restricted Shares, Granted | 388,864 | |
Restricted Shares, Vested | (173,314) | |
Restricted Shares,Cancelled/expired | (319,089) | |
Restricted Shares, Non-vested restricted stock at December 31, 2019 | 149,824 | 253,363 |
Weighted-Average Grant Date Fair Value | ||
Weighted-Average Grant Date Fair Value, Non-vested restricted stock at January 1, 2019 | $ 0.31 | |
Weighted-Average Grant Date Fair Value, Granted | 0.28 | |
Weighted-Average Grant Date Fair Value, Vested | 0.34 | |
Weighted-Average Grant Date Fair Value, Cancelled/expired | 0.26 | |
Weighted Average Grant Date Fair Value, Non-vested restricted stock at December 31, 2019 | $ 0.33 | $ 0.31 |
Weighted-Average Contractual Life, Non-vested restricted stock | 9 years 1 month 6 days | 9 years 4 months 24 days |
Shareholders' Equity (Summary_4
Shareholders' Equity (Summary Of Stock-Based Compensation Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 141 | $ 178 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 101 | 121 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 40 | 57 |
Selling And Marketing [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | 45 | 56 |
General And Administrative [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Stock-based compensation expense | $ 96 | $ 122 |
Shareholders' Equity (Summary_5
Shareholders' Equity (Summary Of Weighted-Average Assumptions) (Details) - Stock Options [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected dividend yield | ||
Expected stock price volatility | 67.70% | 67.00% |
Risk-free interest rate | 2.20% | 2.60% |
Expected term (in years) | 6 years | 5 years 7 months 6 days |
Weighted-average grant date fair-value | $ 0.20 | $ 0.23 |
Employee 401(K) Plan (Narrative
Employee 401(K) Plan (Narrative) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Employee 401(K) Plan [Abstract] | ||
Description of 401(k) plan | We have a 401(k) plan whereby eligible employees who have completed one hour of service per month in three consecutive months of employment may enroll. | |
Maximum employee contribution percentage, not to exceed the limit as defined in the Code | 100.00% | |
Employer matching contribution | $ 0 | $ 0 |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Details) - Purchase Obligations [Member] | Dec. 31, 2019USD ($) |
Recorded Unconditional Purchase Obligation [Line Items] | |
Purchase obligations due within one year | $ 469,000 |
Purchase obligations due, thereafter | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Change in valuation allowance | $ 592,000 | $ 434,000 |
Operating loss carryforwards | 57,800,000 | |
Uncertain tax positions | 0 | $ 0 |
Indefinitely [Member] | ||
Operating loss carryforwards | $ 4,700,000 | |
Minimum [Member] | ||
Tax year open to examination | 2015 | |
Maximum [Member] | ||
Tax year open to examination | 2019 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Tax Provisions) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current | ||
State | $ 5 | $ 2 |
Foreign | 24 | 22 |
Provision for income taxes | $ 29 | $ 24 |
Income Taxes (Summary Of Loss B
Income Taxes (Summary Of Loss Before Provision For Income Taxes) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Income Taxes [Abstract] | ||
United States | $ (2,833) | $ (2,143) |
Foreign | 84 | 88 |
Total | $ (2,749) | $ (2,055) |
Income Taxes (Summary Of Income
Income Taxes (Summary Of Income Tax Rates) (Details) | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||
Federal statutory rate | 21.00% | 21.00% |
Effect of: | ||
Permanent differences | (1.11%) | (0.04%) |
Foreign rate differential | (1.26%) | |
State income taxes, net of federal benefit | 2.52% | (0.18%) |
Change in valuation allowance | (23.21%) | (21.23%) |
Other, net | 1.06% | (0.71%) |
Provision for income taxes | (1.00%) | (1.16%) |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Income Taxes) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets | ||
Federal and state net operating loss carryforwards | $ 14,104 | $ 13,567 |
Stock-based compensation | 272 | 256 |
Other, net | 87 | 48 |
Total deferred tax asset | 14,463 | 13,871 |
Valuation allowance | $ (14,463) | $ (13,871) |
Segment Information (Narrative)
Segment Information (Narrative) (Details) | 12 Months Ended | |
Dec. 31, 2019segmentcustomer | Dec. 31, 2018customer | |
United States And Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of operating segments | segment | 1 | |
Revenue [Member] | Three Major Customers [Member] | ||
Segment Reporting Information [Line Items] | ||
Number of customers | customer | 3 | 3 |
Customer, percentage | 43.00% |
Segment Information (Schedule O
Segment Information (Schedule Of Geographic Information) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | ||
Total revenue | $ 11,508 | $ 12,558 |
Total fixed assets | 162 | 88 |
Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 11,508 | 12,558 |
Total fixed assets | 162 | 88 |
United States [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 8,680 | 9,520 |
Total fixed assets | 162 | 88 |
Canada [Member] | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | 2,768 | 2,949 |
Other Countries | Operating Segments [Member] | ||
Segment Reporting Information [Line Items] | ||
Total revenue | $ 60 | $ 89 |