Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2018 | |
Document And Entity Information [Abstract] | |
Document Type | S1 |
Amendment Flag | false |
Document Period End Date | Mar. 31, 2018 |
Trading Symbol | jsda |
Entity Registrant Name | JONES SODA CO |
Entity Central Index Key | 1,083,522 |
Entity Filer Category | Smaller Reporting Company |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 3,015 | $ 397 | $ 733 |
Accounts receivable, net of allowance | 1,524 | 1,247 | 2,174 |
Inventory | 1,467 | 1,557 | 1,850 |
Prepaid expenses and other current assets | 135 | 141 | 142 |
Total current assets | 6,141 | 3,342 | 4,899 |
Fixed assets, net of accumulated depreciation | 35 | 39 | 25 |
Other assets | 8 | 8 | 8 |
Total assets | 6,184 | 3,389 | 4,932 |
Current liabilities: | |||
Accounts payable | 1,562 | 949 | 1,049 |
Line of credit | 759 | 858 | 1,205 |
Accrued expenses | 588 | 626 | 835 |
Taxes payable | 1 | 26 | |
Total current liabilities | 2,909 | 2,434 | 3,115 |
Convertible subordinated notes payable, net | 2,408 | ||
Deferred rent | 11 | 12 | 12 |
Stockholders' equity: | |||
Common stock, value | 53,822 | 53,822 | 53,772 |
Additional paid-in capital | 9,260 | 8,861 | 8,674 |
Accumulated other comprehensive income | 374 | 391 | 219 |
Accumulated deficit | (62,600) | (62,131) | (60,860) |
Total shareholders' equity | 856 | 943 | 1,805 |
Total liabilities and shareholders' equity | $ 6,184 | $ 3,389 | $ 4,932 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Allowance for accounts receivable | $ 10 | $ 7 | $ 13 |
Accumulated depreciation | $ 465 | $ 568 | $ 922 |
Stockholders' equity: | |||
Common stock, par value | $ 0 | $ 0 | $ 0 |
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common stock, shares issued | 41,464,373 | 41,464,373 | 41,340,727 |
Common stock, shares outstanding | 41,464,373 | 41,464,373 | 41,340,727 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Revenue | $ 2,837 | $ 3,535 | $ 13,345 | $ 15,667 |
Cost of goods sold | 2,221 | 2,682 | 10,321 | 11,568 |
Gross profit | 616 | 853 | 3,024 | 4,099 |
Operating expenses: | ||||
Selling and marketing | 554 | 544 | 2,123 | 2,033 |
General and administrative | 539 | 483 | 2,014 | 2,151 |
Operating expenses | 1,093 | 1,027 | 4,137 | 4,184 |
Loss from operations | (477) | (174) | (1,113) | (85) |
Interest expense | (21) | (15) | (75) | (85) |
Other income (expense), net | 34 | (1) | (60) | (9) |
Loss before income taxes | (464) | (190) | (1,248) | (179) |
Income tax expense, net | (5) | (7) | (23) | (4) |
Net loss | $ (469) | $ (197) | $ (1,271) | $ (183) |
Net loss per share - basic and diluted | $ (0.01) | $ 0 | $ (0.03) | $ 0 |
Weighted average basic and diluted common shares outstanding | 41,464,373 | 41,367,662 | 41,420,603 | 41,322,944 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (469) | $ (197) | $ (1,271) | $ (183) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (17) | 2 | 172 | 6 |
Total comprehensive loss | $ (486) | $ (195) | $ (1,099) | $ (177) |
Consolidated Statements Of Shar
Consolidated Statements Of Shareholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Accumulated Deficit [Member] |
Beginning Balance, shares at Dec. 31, 2015 | 41,314,894 | ||||
Beginning Balance at Dec. 31, 2015 | $ 1,767 | $ 53,764 | $ 8,467 | $ 213 | $ (60,677) |
Exercise of stock options, shares | 25,833 | ||||
Exercise of stock options | 8 | $ 8 | |||
Stock-based compensation | 207 | 207 | |||
Net loss | (183) | (183) | |||
Other comprehensive income | $ 6 | 6 | |||
Ending Balance, shares at Dec. 31, 2016 | 41,340,727 | 41,340,727 | |||
Ending Balance at Dec. 31, 2016 | $ 1,805 | $ 53,772 | 8,674 | 219 | (60,860) |
Exercise of stock options, shares | 123,646 | ||||
Exercise of stock options | 50 | $ 50 | |||
Stock-based compensation | 187 | 187 | |||
Net loss | (1,271) | (1,271) | |||
Other comprehensive income | $ 172 | 172 | |||
Ending Balance, shares at Dec. 31, 2017 | 41,464,373 | 41,464,373 | |||
Ending Balance at Dec. 31, 2017 | $ 943 | $ 53,822 | $ 8,861 | $ 391 | $ (62,131) |
Exercise of stock options, shares | 0 | ||||
Net loss | $ (469) | ||||
Ending Balance, shares at Mar. 31, 2018 | 41,464,373 | ||||
Ending Balance at Mar. 31, 2018 | $ 856 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
OPERATING ACTIVITIES: | ||||
Net loss | $ (469) | $ (197) | $ (1,271) | $ (183) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||||
Gain on insurance claim | (36) | |||
Depreciation and amortization | 6 | 3 | 13 | 15 |
Write-down of inventory | 275 | |||
Stock-based compensation | 49 | 42 | 187 | 207 |
Change in allowance for doubtful accounts | 3 | 2 | (6) | (14) |
Changes in operating assets and liabilities: | ||||
Accounts receivable | (291) | 123 | 1,072 | (324) |
Inventory | 84 | (277) | 38 | 732 |
Prepaid expenses and other current assets | 6 | 18 | 2 | (27) |
Other assets | 13 | |||
Accounts payable | 616 | 804 | (102) | (737) |
Accrued expenses | (36) | (130) | (219) | (24) |
Taxes payable | (2) | (17) | (26) | (5) |
Other liabilities | (1) | 1 | ||
Net cash (used in) provided by operating activities | (71) | 371 | (37) | (346) |
INVESTING ACTIVITIES: | ||||
Proceeds from insurance claim on property damage | 36 | |||
Purchase of fixed assets | (26) | (5) | ||
Net cash provided by investing activities | 36 | (26) | (5) | |
FINANCING ACTIVITIES: | ||||
Proceeds from issuance of convertible note, net | 2,756 | |||
Proceeds from line of credit, net of repayments | (99) | (571) | (347) | 297 |
Proceeds from exercise of stock options | 16 | 50 | 8 | |
Payment of capital lease obligations | (2) | |||
Net cash provided by (used in) financing activities | 2,657 | (555) | (297) | 303 |
Net increase (decrease) in cash and cash equivalents | 2,622 | (184) | (360) | (48) |
Effect of exchange rate changes on cash | (4) | 5 | 24 | 9 |
Cash and cash equivalents, beginning of period | 397 | 733 | 733 | 772 |
Cash and cash equivalents, end of period | 3,015 | 554 | 397 | 733 |
Cash paid during period for: | ||||
Interest | 16 | 15 | 69 | 80 |
Income taxes | 6 | $ 23 | $ 27 | $ 9 |
Supplemental disclosure of non-cash transactions: | ||||
Beneficial conversion feature on convertible notes | $ 350 |
Nature of Operations and Summar
Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
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 sells and distributes 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. (together, our “Subsidiaries”). Basis of presentation and consolidation The accompanying condensed consolidated balance sheet as of December 31, 2017, which has been derived from our audited consolidated financial statements, and unaudited interim condensed consolidated financial statements as of March 31, 2018, 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 interim financial reporting. The condensed consolidated financial statements include our accounts and the accounts of our Subsidiaries. All intercompany transactions between us and our Subsidiaries have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, consisting only of those of a normal recurring nature, considered necessary for a fair presentation of our financial position, results of operations and cash flows at the dates and for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. Liquidity As of March 31, 2018, we had cash and cash-equivalents of approximately $3.0 million and working capital of approximately $3.2 million. Cash used in operations during the three months ended March 31, 2018 totaled $71,000 compared to $371,000 provided by operations for the same period a year ago. The increase in cash used in operations compared to the same period a year ago is primarily due to timing of the collection of receivables. We reported a net loss of $469,000 for the three months ended March 31, 2018. We have experienced recurring losses from operations and negative cash flows from operating activities. This situation created uncertainties about the our ability to execute our business plan, finance operations, and initially indicated substantial doubt about the Company’s ability to continue as a going concern. On March 23, 2018, we received proceeds of $2,800,000 and on April 18, 2018, we received $120,000 in connection with the note purchase agreement described in Note 4 and Note 7. We believe that the recent financing alleviates the conditions which initially indicated substantial doubt about our ability to continue as a going concern. However, we have experienced and continue to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. The amount of additional capital that we may require, the timing of capital needs and the availability of financing to fund those needs will depend on a number of factors, including strategic initiatives and operating plans, the performance of our business and the market conditions for debt or equity financing. As of the date of this Report, we believe that our current cash and cash equivalents, combined with our Loan Facility and anticipated cash from operations, will be sufficient to meet the our anticipated funding requirements for one year after these consolidated financial statements are issued. Additionally, our Loan Facility (described below), is available for our working capital needs. We have a revolving secured credit facility with CapitalSource Business Finance Group (the “Loan Facility”). The Loan Facility allows us to borrow a maximum aggregate amount of up to $3.2 million based on eligible accounts receivable and inventory. As of March 31, 2018, our accounts receivable and inventory eligible borrowing base was approximately $1.6 million, of which we had drawn down approximately $759,000. See Note 3 for further information. We may 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. 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 business 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. Seasonality and other fluctuations 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 such as 7-Eleven. period-to-period Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new 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 6, 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) 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 (shipment of product). The Company primarily receives fixed consideration for sales of product. Shipping and handling amounts paid by customers are primarily for online orders, included in revenue, and total $39,000 and $44,000 for the three months ended March 31, 2018 and 2017, respectively. Sales tax and other similar taxes are excluded from revenue. Revenue is recorded net of provisions for discounts, slotting fees and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. 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 products 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 quarters ended March 31, 2018 and 2017, our revenue was reduced by $259,000 and $309,000 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 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. The accounts receivable balance primarily includes balances from trades sales to distributors and retail customers. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in existing accounts receivable . The Company determines the allowance for doubtful accounts based primarily on historical write-off 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. Use of estimates The preparation of the condensed 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 condensed 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. Recent accounting pronouncements In July 2017, the FASB issued ASU 2017-11, 2017-11 2017-11 In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, 2014-09”). 2014-09 2014-09 In February 2016, the FASB issued ASU No. 2016-02, 2016-2”), 2016-2 2016-2 2016-2 In June 2016, the FASB issued ASU 2016-13, Instruments: Credit Losses 2016-13 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments 2016-15 | 1. Nature of Operations and Summary of Significant Accounting Policies Jones Soda Co. develops, produces, markets and distributes premium beverages which it sells and distributes 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. Liquidity As of December 31, 2017 and 2016, we had cash and cash-equivalents of approximately $397,000 and $733,000, respectively, and working capital of $908,000 and $1.8 million, respectively. Net cash used in operations during fiscal years 2017 and 2016 totaled $37,000 and $346,000, respectively. Net cash used in operations decreased primarily due to timing of receivables. Cash flows vary throughout the year based on seasonality. The Company has experienced recurring losses from operations and negative cash flows from operating activities. This situation created uncertainties about the Company’s ability to execute its business plan, finance operations, and initially indicated substantial doubt about the Company’s ability to continue as a going concern. On March 23, 2018, the Company received proceeds of $2.8 million in connection with the note purchase agreement described in Note 14, Subsequent Events. The Company believes that the recent financing alleviates the conditions which initially indicated substantial doubt about the Company’s ability to continue as a going concern. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. The amount of additional capital that the Company may require, the timing of capital needs and the availability of financing to fund those needs will depend on a number of factors, including strategic initiatives and operating plans, the performance of our business and the market conditions for debt or equity financing. As of the date of this Report, as a result of the recent financing, we believe that our current cash and cash equivalents, combined with our Loan Facility and anticipated cash from operations, will be sufficient to meet the Company’s funding requirements for one year after these consolidated financial statements are issued. Additionally, our Loan Facility (described below and in Note 5 to Consolidated Financial Statements), is available for our working capital needs. We have an amended and restated revolving secured credit facility (the “Loan Facility”) with CapitalSource Business Finance Group (previously known as BFI Business Finance). The Loan Facility currently allows us to borrow a maximum aggregate amount of up to $3.2 million based on eligible accounts receivable and inventory. As of December 31, 2017, our eligible borrowing base was approximately $1.2 million, for which we had an outstanding balance of $858,000. We may 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 debt or equity financing. 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 to meet these sales objectives in order to lessen our reliance on external financing in the future. We intend to continually monitor and adjust our business 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. 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 The carrying amounts for cash and cash equivalents, receivables, and payables approximate fair value due to the short-term maturity of these instruments. The carrying value of the line of credit approximates fair value (determined based on level 3 inputs in the fair value hierarchy) because the interest rate is reflective of the rate we could obtain on debt with similar terms. 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 2017 2016 Balance, beginning of year $ 13 $ 27 Net charges to bad debt expense 1 54 Write-offs (7 ) (68 ) Balance, end of year $ 7 $ 13 As of December 31, 2017, two customers made up 31% of our outstanding accounts receivable. As of December 31, 2016, two customers made up 25% 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 2015-11 2015-11 The provision for obsolete inventory for the year ended December 31, 2017 amounted to $275,000 as a result of discontinuing our Jones Stripped product line, raw materials related to our de-listed non-core Fixed assets Fixed assets are recorded at cost less accumulated depreciation and 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. The fair value of the assets is estimated using the higher of discounted future cash flows of the assets or estimated net realizable value. 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 transactions losses were $5,000 for 2017 and $9,000 for 2016. Revenue recognition We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of provisions for discounts, slotting fees and promotion allowances. For the years ended December 31, 2017 and 2016, our revenue was reduced by $1.5 million and $1.8 million, respectively, for slotting fees and promotion allowances. All sales to distributors and customers are final; however, in limited instances, due to product quality issues or distributor terminations, we may accept returned product. To date, such returns have not been material. Shipping and handling costs Shipping and handling amounts paid to us by customers are primarily for online orders, included in revenue and total $185,000 and $163,000 for the years ended December 31, 2017 and 2016. Advertising costs Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended December 31, 2017 and 2016, we incurred advertising costs of $661,000 and $544,000, 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 future tax consequences of events at enacted tax rates that have been recognized in our financial statements or tax returns. We perform periodic evaluations of recorded tax assets and liabilities and maintain a valuation allowance, if considered necessary. 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, 2017 or 2016. 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. In 2017 and 2016, due to the net loss, outstanding stock options amounting to 4,016,653 and 3,663,716 at December 31, 2017 and 2016, respectively, and warrants amounting to 3,057,500 at December 31, 2016, 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 Recent accounting guidance In May 2014, the FASB issued ASU No. 2014-09, 2014-09) No. 2015-14, 2016-08, No. 2016-10, No. 2016-12, 2014-09 2014-09 In November 2015, FASB issued Accounting Standards Update No. 2015-17, 2015-17”). jurisdiction-by-jurisdiction 2015-17 In July 2015, FASB issued Accounting Standards Update No. 2015-11, 2015-11”), 2015-11 first-in, first-out, 2015-11 In February 2016, the FASB issued ASU No. 2016-02, 2016-2”), 2016-2 2016-2 2016-2 In June 2016, the FASB issued ASU 2016-13, Instruments: Credit Losses 2016-13 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments 2016-15 |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Inventory | 2. Inventory Inventory consisted of the following (in thousands): March 31, 2018 December 31, 2017 Finished goods $ 1,100 $ 1,106 Raw materials 367 451 $ 1,467 $ 1,557 Finished goods primarily include product ready for shipment, as well as promotional merchandise held for sale. Raw materials primarily include ingredients, concentrate and packaging. | 2. Inventory Inventory consisted of the following as of December 31 (in thousands): 2017 2016 Finished goods $ 1,106 $ 1,180 Raw materials 451 670 $ 1,557 $ 1,850 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, 2017 | |
Property, Plant and Equipment [Abstract] | |
Fixed Assets | 3. Fixed Assets Fixed assets consisted of the following as of December 31 (in thousands): 2017 2016 Vehicles $ 393 $ 378 Office and computer equipment 181 380 Equipment 33 189 607 947 Accumulated depreciation (568 ) (922 ) $ 39 $ 25 |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | 4. Accrued Expenses Accrued expenses consisted of the following as of December 31 (in thousands): 2017 2016 Employee benefits $ 67 $ 74 Selling and marketing 303 380 Other accruals 256 381 $ 626 $ 835 |
Line of Credit
Line of Credit | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Debt Disclosure [Abstract] | ||
Line of Credit | 3. Line of Credit We have a revolving secured Loan Facility with CapitalSource Business Finance Group (“CapitalSource”), pursuant to which we, through our Subsidiaries, may borrow a maximum aggregate amount of up to $3.2 million, subject to satisfaction of certain conditions. The current term of the Loan Facility expires on December 27, 2018, unless renewed. Under this Loan Facility, as amended in January and December 2016, we may periodically request advances equal to the lesser of: (a) $3.2 million, or (b) the Borrowing Base which is, 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. As of March 31, 2018, our accounts receivable and inventory eligible borrowing base was approximately $1.6 million, of which we had drawn down approximately $759,000. As amended by the December 2016 renewal, advances under the Loan Facility bear interest at the prime rate plus 0.75%, where prime may not be less than 0%, and a loan fee of 0.10% on the daily loan balance and is payable monthly. The Loan Facility provides for a minimum cumulative amount of interest of $30,000 per year to be paid to CapitalSource, regardless of whether or not we draw on the Loan Facility. CapitalSource has the right to terminate the Loan Facility at any time upon 120 days’ prior written notice. All present and future obligations of our Subsidiaries under the Loan Facility are guaranteed by us and are secured by a first priority security interest in all of our assets. The Loan Facility contains customary representations and warranties as well as affirmative and negative covenants. As of March 31, 2018, we were in compliance with all covenants under the Loan Facility. The draws on the Loan Facility were used to fulfill working capital needs. We will continue to utilize the Loan Facility, as needed, for working capital needs in the future. | 5. Line of Credit We have an amended and restated revolving secured Loan Facility with CapitalSource Business Finance Group (previously known as BFI Business Finance) (“CapitalSource”). As of December 31, 2017, the maximum aggregate amount available for borrowing under the Loan Facility was $3.2 million, subject to satisfaction of certain conditions. The current term of the Loan Facility expires on December 27, 2018, unless renewed. Under this Loan Facility, as amended in January and December 2016, we may periodically request advances equal to the lesser of: (a) $3.2 million, or (b) the Borrowing Base which is, 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. These terms became available to us in April 2016, and reflect an increase to our borrowing capacity of $175,000. As of December 31, 2017, our eligible borrowing base was approximately $1.2 million, for which we had an outstanding balance of $858,000. As amended by the December 2016 renewal, advances under the Loan Facility bear interest at the prime rate plus 0.75%, where prime may not be less than 0% (resulting in an interest rate of 5.25% as of December 31, 2017), and a loan fee of 0.10% on the daily loan balance is payable monthly. The Loan Facility provides for a minimum cumulative amount of interest of $30,000 per year to be paid to CapitalSource, regardless of whether or not we draw on the Loan Facility. CapitalSource has 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 are guaranteed by us and are secured by a first priority security interest in all of our assets. The Loan Facility contains customary representations and warranties as well as affirmative and negative covenants. As of December 31, 2017, we were in compliance with all covenants under the Loan Facility . |
Lease Obligations
Lease Obligations | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Lease Obligations | 6. 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 As of December 31, 2017, our scheduled lease payments excluding management fees and other operational expenses were as follows (in thousands): 2018 $ 103 2019 106 2020 18 $ 227 During the years ended December 31, 2017 and 2016, we incurred rental expenses of $139,000 and $129,000 respectively. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2017 | |
Warrants And Rights Note Disclosure Abstract | |
Warrants | 7. Warrants As part of our registered offering in February 2012, we sold and issued warrants for the purchase of up to 3,207,500 shares of common stock. Each warrant had an exercise price of $0.70 per share. Warrants for 150,000 shares were previously exercised for cash during 2013. Pursuant to their terms, all 3,057,500 of the then-outstanding unexercised warrants expired on August 6, 2017. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Shareholders' Equity | 5. 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, 2018, the total number of shares of common stock authorized under the Plan was 10,784,032 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 with an exercise price equal to 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% of the shares subject to the option vesting one year from the grant date and the remaining 75.0% of the shares subject to the option vesting in equal monthly increments over the subsequent 36 months. As of March 31, 2018, there were 4,310,900 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 Balance at January 1, 2018 4,016,653 $ 0.54 Options granted 395,000 0.37 Options cancelled/expired (46,250 ) 2.51 Balance at March 31, 2018 4,365,403 $ 0.35 Exercisable, March 31, 2018 3,261,984 $ 0.52 Vested and expected to vest 4,093,196 $ 0.50 (b) Restricted stock awards: Effective as of January 1, 2018, equity compensation for non-employee A summary of our restricted stock activity is as follows: Restricted Shares Weighted- Weighted- Non-vested — $ — Granted 202,705 0.37 Non-vested 202,705 $ 0.37 9.8 years (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 attrition. 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 March 31, 2018, we had unrecognized compensation expense related to stock options and non-vested The following table summarizes the stock-based compensation expense (in thousands): Three months ended March 31, 2018 2017 Type of awards: Stock options $ 31 $ 42 Restricted stock 18 — $ 49 $ 42 Income statement account: Selling and marketing $ 15 $ 16 General and administrative 34 26 $ 49 $ 42 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: Three months ended 2018 2017 Expected dividend yield — — Expected stock price volatility 67.0 % 74.0 % Risk-free interest rate 2.6 % 2.0 % Expected term (in years) 5.6 years 5.2 years Weighted-average grant date fair-value $ 0.23 $ 0.28 The aggregate intrinsic value of stock options outstanding at March 31, 2018 and 2017 was $48,000 and $210,000, respectively, and for options exercisable was $46,000 and $188,000, 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. There were 0 and 38,646 options exercised during the three months ended March 31, 2018 and 2017, respectively. The aggregate intrinsic value of the options exercised during the three months ended March 31, 2018 and 2017 was $0 and $3,000, respectively. | 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, 2017, the total number of shares of common stock authorized under the Plan increased to 10,784,032 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, 2017, there were 4,862,355 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 Weighted Average Balance at January 1, 2017 3,663,716 $ 0.54 Options granted 551,583 0.45 Options exercised (123,646 ) 0.41 Options cancelled/expired (75,000 ) 0.47 Balance at December 31, 2017 4,016,653 $ 0.54 Exercisable, December 31, 2017 2,964,278 $ 0.56 Vested and expected to vest 3,765,395 $ 0.54 The following table summarizes information about stock options outstanding and exercisable under our stock incentive plans at December 31, 2017: Number Weighted Weighted Number Weighted Weighted $0.25 to $0.50 3,062,153 7.13 $ 0.40 2,163,696 6.52 $ 0.38 $0.51 to $1.09 795,750 4.99 0.77 641,832 4.18 0.80 $1.10 to $2.99 95,000 3.37 1.20 95,000 3.37 1.20 $3.00 to $3.29 63,750 0.35 3.28 63,750 0.35 3.28 4,016,653 6.51 0.54 2,964,278 5.78 0.56 (b) 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, 2017, we had unrecognized compensation expense related to stock options of $169,000 to be recognized over a weighted-average period of 2.4 years. The following table summarizes the stock-based compensation expense (in thousands): Year Ended December 31, 2017 2016 Income statement account: Selling and marketing $ 60 $ 49 General and administrative 127 158 $ 187 $ 207 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, 2017 2016 Expected dividend yield — — Expected stock price volatility 72.2 % 80.2 % Risk-free interest rate 1.9 % 1.7 % Expected term (in years) 5.3 years 5.8 years Weighted-average grant date fair-value $ 0.28 $ 0.33 During the year ended December 31, 2017, no material modifications were made to outstanding stock options. The aggregate intrinsic value of stock options outstanding at December 31, 2017 and 2016 was $56,000 and $185,000 and for options exercisable was $54,000 and $152,000, 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, 2017 and 2016 was $10,000 and $3,000, respectively. The Company’s policy is to issue new shares upon exercise of options. (c) Employee Stock Purchase Plan: In May 2007, our shareholders approved our 2007 Employee Stock Purchase Plan (ESPP) which allows eligible employees to acquire shares of our common stock at a discount. The ESPP includes 300,000 shares available for issuance, and no amounts have been issued under the ESPP through December 31, 2017. |
Employee 401(k) Plan
Employee 401(k) Plan | 12 Months Ended |
Dec. 31, 2017 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure 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. Beginning January 1, 2009, we instituted an employee match under our safe harbor 401(k) plan and match employee contributions up to 4% of the employee’s compensation at the rate of 100% for the first 3% contributed and at the rate of 50% for the next 2%. Effective January 1, 2014, we modified the 401(k) plan to eliminate the safe harbor matching contribution, to move to a discretionary contribution. There were no matching or discretionary contributions during the years ended December 31, 2017 and 2016. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Commitments As of December 31, 2017, we continue to have commitments to various suppliers of raw materials (primarily sugar and glass). Purchase obligations under these commitments are expected to total $979,000 in 2018, 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, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes The provision for income taxes consisted of the following for the years ended December 31 (in thousands): 2017 2016 Current State $ 2 $ 2 Foreign 21 2 Provision for income taxes $ 23 $ 4 Loss before provision for income taxes was as follows for the years ended December 31 (in thousands): 2017 2016 United States $ (1,337 ) $ (271 ) Foreign 89 92 Total $ (1,248 ) $ (179 ) The items accounting for the difference between income taxes computed at the federal statutory rate and the provision for income taxes are as follows: 2017 2016 Federal statutory rate 34.00 % 34.00 % Effect of: Permanent differences (0.61 ) (40.87 ) State income taxes, net of federal benefit 0.54 10.01 Change in valuation allowance (642.13 ) 136.18 Federal tax rate change 618.09 — Repatriation tax on unremitted earnings (12.68 ) — Stock-based compensation — (171.34 ) Other 0.91 29.83 Provision for income taxes (1.88 )% (2.19 )% 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): 2017 2016 Deferred tax assets Net operating loss carry forwards $ 12,080 $ 19,407 Intangible assets 2 3 Stock-based compensation 281 403 Tax effected state benefit 973 963 Other 101 76 Total deferred tax asset 13,437 20,852 Valuation allowance (13,437 ) (20,852 ) 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, 2017 and December 31, 2016, the valuation allowance decreased by $7.4 million and $245,000, 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. On December 22, 2017, “H.R.1”, formerly known as the “Tax Cuts and Jobs Act”, was signed into law. Among other items, H.R.1 reduces the federal corporate tax rate to 21% from the existing maximum rate of 35%, effective January 1, 2018. As a result, the Company revalued its net deferred tax asset at the new lower tax rate resulting in a reduction to the value of the deferred tax asset before valuation allowance of $7.7 million. H.R.1 also includes a Repatriation Transaction Tax on the net accumulated and previously untaxed earnings and profits of a U.S. taxpayer’s foreign subsidiaries. As such, the Company no longer considers the undistributed earnings of its foreign subsidiaries to be permanently reinvested outside of the U.S. and reflected an increase to the provision for income tax of approximately $158,000 for the year ended December 31, 2017, as a result of the Repatriation Transaction Tax. At December 31, 2017, we had net operating loss carry-forwards for income tax purposes in the United States of $59.4 million which expire at various times commencing in 2019. Net operating loss carry-forwards 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, 2017 and 2016. The tax years that remain open to examination by the taxing authorities are 2013 – 2017, 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | ||
Segment Information | 6. 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. Sales by geographic location are as follows (in thousands): Three months ended March 31, 2018 2017 Revenue: United States $ 2,237 $ 2,705 Canada 583 681 Other countries 17 149 Total revenue $ 2,837 $ 3,535 During the three months ended March 31, 2018 and 2017, two and three of our customers represented approximately 45% and 53%, of our revenue, respectively. | 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): 2017 2016 Revenue: United States $ 10,072 $ 12,350 Canada 3,091 2,958 Other countries 182 359 Total revenue $ 13,345 $ 15,667 Fixed assets: United States $ 39 $ 25 Other countries — — Total fixed assets $ 39 $ 25 During the years ended December 31, 2017 and 2016, three of our customers represented approximately 53% and 49%, respectively of revenues. |
Selected Quarterly Financial In
Selected Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |
Selected Quarterly Financial Information (unaudited) | 13. Selected Quarterly Financial Information (unaudited) Summarized quarterly financial information for fiscal years 2017 and 2016 is as follows (dollars in thousands, except per share data): Q1 Q2 Q3 Q4 2017 quarter: Revenue $ 3,535 $ 3,933 $ 3,648 $ 2,229 Gross profit 853 1,061 899 211 Loss from operations (174 ) (35 ) (163 ) (741 ) Net loss (197 ) (55 ) (211 ) (808 ) Basic and diluted loss per share (0.00 ) (0.00 ) (0.01 ) (0.02 ) Q1 Q2 Q3 Q4 2016 quarter: Revenue $ 4,274 $ 4,304 $ 4,083 $ 3,006 Gross profit 1,172 1,086 1,101 740 Loss from operations 66 (6 ) 87 (232 ) Net income (loss) 49 (65 ) 69 (236 ) Basic and diluted loss per share 0.00 (0.00 ) 0.00 (0.01 ) Numbers may not sum due to rounding. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Subsequent Events [Abstract] | ||
Subsequent Events | 7. Subsequent Events On April 18, 2018, we completed the second and final closing and issued additional convertible subordinated promissory notes with an aggregate principal amount of $120,000. | 14. Subsequent Events On March 23, 2018, we offered subscriptions and issued an aggregate principal amount of $2,800,000 of Convertible Notes to institutional and individual accredited investors, including the Company’s CEO. The Company intends to use the proceeds from the Convertible Notes to fund its Lemoncocco and Fountain initiatives and for working capital and general corporate purposes. The Convertible Notes have a four-year term from the date of issuance and bear interest at 6% per annum until maturity. No payments of principal or interest are due until the maturity. The holders can convert the Convertible Notes at any time during the term into a number of shares of the Company’s common stock equal to the quotient obtained by dividing (i) the amount of the unpaid principal and interest on the Convertible Note by (ii) $0.32 (the “Conversion Price”). The Conversion Price is subject to broad based, weighted average antidilution protection in the event that the Company issues shares of capital stock or equity equivalents at a price that is less than $0.32 per shares prior to the conversion of the Convertible Notes. |
Convertible Subordinated Notes
Convertible Subordinated Notes Payable | 3 Months Ended |
Mar. 31, 2018 | |
Notes Payable Abstract | |
Convertible Subordinated Notes Payable | 4. Convertible Subordinated Notes Payable On March 23, 2018, we issued and sold an aggregate principal amount of $2,800,000 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 to the number of shares of our common stock, no par value, 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 the Company issues 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 the indebtedness for borrowed money of the Company to banks, commercial finance lenders (CapitalSource), or other lending institutions regularly engaged in the business of lending money, with certain restrictions. The fair value of our common stock on the 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 resulting debt discount is presented as a direct deduction from the carrying value of the Convertible Notes and was recorded with an increase to additional paid-in |
Nature of Operations and Summ23
Nature of Operations and Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Accounting Policies [Abstract] | ||
Basis of presentation and consolidation | Basis of presentation and consolidation The accompanying condensed consolidated balance sheet as of December 31, 2017, which has been derived from our audited consolidated financial statements, and unaudited interim condensed consolidated financial statements as of March 31, 2018, 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 interim financial reporting. The condensed consolidated financial statements include our accounts and the accounts of our Subsidiaries. All intercompany transactions between us and our Subsidiaries have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, consisting only of those of a normal recurring nature, considered necessary for a fair presentation of our financial position, results of operations and cash flows at the dates and for the periods presented. The operating results for the interim periods presented are not necessarily indicative of the results expected for the full year. | 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. |
Liquidity | Liquidity As of March 31, 2018, we had cash and cash-equivalents of approximately $3.0 million and working capital of approximately $3.2 million. Cash used in operations during the three months ended March 31, 2018 totaled $71,000 compared to $371,000 provided by operations for the same period a year ago. The increase in cash used in operations compared to the same period a year ago is primarily due to timing of the collection of receivables. We reported a net loss of $469,000 for the three months ended March 31, 2018. We have experienced recurring losses from operations and negative cash flows from operating activities. This situation created uncertainties about the our ability to execute our business plan, finance operations, and initially indicated substantial doubt about the Company’s ability to continue as a going concern. On March 23, 2018, we received proceeds of $2,800,000 and on April 18, 2018, we received $120,000 in connection with the note purchase agreement described in Note 4 and Note 7. We believe that the recent financing alleviates the conditions which initially indicated substantial doubt about our ability to continue as a going concern. However, we have experienced and continue to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. The amount of additional capital that we may require, the timing of capital needs and the availability of financing to fund those needs will depend on a number of factors, including strategic initiatives and operating plans, the performance of our business and the market conditions for debt or equity financing. As of the date of this Report, we believe that our current cash and cash equivalents, combined with our Loan Facility and anticipated cash from operations, will be sufficient to meet the our anticipated funding requirements for one year after these consolidated financial statements are issued. Additionally, our Loan Facility (described below), is available for our working capital needs. We have a revolving secured credit facility with CapitalSource Business Finance Group (the “Loan Facility”). The Loan Facility allows us to borrow a maximum aggregate amount of up to $3.2 million based on eligible accounts receivable and inventory. As of March 31, 2018, our accounts receivable and inventory eligible borrowing base was approximately $1.6 million, of which we had drawn down approximately $759,000. See Note 3 for further information. We may 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. 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 business 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. | Liquidity As of December 31, 2017 and 2016, we had cash and cash-equivalents of approximately $397,000 and $733,000, respectively, and working capital of $908,000 and $1.8 million, respectively. Net cash used in operations during fiscal years 2017 and 2016 totaled $37,000 and $346,000, respectively. Net cash used in operations decreased primarily due to timing of receivables. Cash flows vary throughout the year based on seasonality. The Company has experienced recurring losses from operations and negative cash flows from operating activities. This situation created uncertainties about the Company’s ability to execute its business plan, finance operations, and initially indicated substantial doubt about the Company’s ability to continue as a going concern. On March 23, 2018, the Company received proceeds of $2.8 million in connection with the note purchase agreement described in Note 14, Subsequent Events. The Company believes that the recent financing alleviates the conditions which initially indicated substantial doubt about the Company’s ability to continue as a going concern. However, the Company has experienced and continues to experience negative cash flows from operations, as well as an ongoing requirement for additional capital to support working capital needs. The amount of additional capital that the Company may require, the timing of capital needs and the availability of financing to fund those needs will depend on a number of factors, including strategic initiatives and operating plans, the performance of our business and the market conditions for debt or equity financing. As of the date of this Report, as a result of the recent financing, we believe that our current cash and cash equivalents, combined with our Loan Facility and anticipated cash from operations, will be sufficient to meet the Company’s funding requirements for one year after these consolidated financial statements are issued. Additionally, our Loan Facility (described below and in Note 5 to Consolidated Financial Statements), is available for our working capital needs. We have an amended and restated revolving secured credit facility (the “Loan Facility”) with CapitalSource Business Finance Group (previously known as BFI Business Finance). The Loan Facility currently allows us to borrow a maximum aggregate amount of up to $3.2 million based on eligible accounts receivable and inventory. As of December 31, 2017, our eligible borrowing base was approximately $1.2 million, for which we had an outstanding balance of $858,000. We may 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 debt or equity financing. 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 to meet these sales objectives in order to lessen our reliance on external financing in the future. We intend to continually monitor and adjust our business 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. |
Use of estimates | Use of estimates The preparation of the condensed 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 condensed 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. | 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 The carrying amounts for cash and cash equivalents, receivables, and payables approximate fair value due to the short-term maturity of these instruments. The carrying value of the line of credit approximates fair value (determined based on level 3 inputs in the fair value hierarchy) because the interest rate is reflective of the rate we could obtain on debt with similar terms. | |
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 2017 2016 Balance, beginning of year $ 13 $ 27 Net charges to bad debt expense 1 54 Write-offs (7 ) (68 ) Balance, end of year $ 7 $ 13 As of December 31, 2017, two customers made up 31% of our outstanding accounts receivable. As of December 31, 2016, two customers made up 25% 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 2015-11 2015-11 The provision for obsolete inventory for the year ended December 31, 2017 amounted to $275,000 as a result of discontinuing our Jones Stripped product line, raw materials related to our de-listed non-core | |
Fixed assets | Fixed assets Fixed assets are recorded at cost less accumulated depreciation and 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. The fair value of the assets is estimated using the higher of discounted future cash flows of the assets or estimated net realizable value. 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 transactions losses were $5,000 for 2017 and $9,000 for 2016. | |
Revenue Recognition | Revenue Recognition The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers. The core principle of the new 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 6, 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) 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 (shipment of product). The Company primarily receives fixed consideration for sales of product. Shipping and handling amounts paid by customers are primarily for online orders, included in revenue, and total $39,000 and $44,000 for the three months ended March 31, 2018 and 2017, respectively. Sales tax and other similar taxes are excluded from revenue. Revenue is recorded net of provisions for discounts, slotting fees and promotion allowances, which are typically agreed to upfront with the customer and do not represent variable consideration. 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 products 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 quarters ended March 31, 2018 and 2017, our revenue was reduced by $259,000 and $309,000 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 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. The accounts receivable balance primarily includes balances from trades sales to distributors and retail customers. The allowance for doubtful accounts is the best estimate of the amount of probable credit losses in existing accounts receivable . The Company determines the allowance for doubtful accounts based primarily on historical write-off | Revenue recognition We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectability is reasonably assured. Revenue is recorded net of provisions for discounts, slotting fees and promotion allowances. For the years ended December 31, 2017 and 2016, our revenue was reduced by $1.5 million and $1.8 million, respectively, for slotting fees and promotion allowances. All sales to distributors and customers are final; however, in limited instances, due to product quality issues or distributor terminations, we may accept returned product. To date, such returns have not been material. |
Shipping and handling costs | Shipping and handling costs Shipping and handling amounts paid to us by customers are primarily for online orders, included in revenue and total $185,000 and $163,000 for the years ended December 31, 2017 and 2016. | |
Advertising costs | Advertising costs Advertising costs, which also include promotions and sponsorships, are expensed as incurred. During the years ended December 31, 2017 and 2016, we incurred advertising costs of $661,000 and $544,000, 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 future tax consequences of events at enacted tax rates that have been recognized in our financial statements or tax returns. We perform periodic evaluations of recorded tax assets and liabilities and maintain a valuation allowance, if considered necessary. 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, 2017 or 2016. | |
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. In 2017 and 2016, due to the net loss, outstanding stock options amounting to 4,016,653 and 3,663,716 at December 31, 2017 and 2016, respectively, and warrants amounting to 3,057,500 at December 31, 2016, 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 and other fluctuations | Seasonality and other fluctuations 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 such as 7-Eleven. period-to-period | 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 |
Recent accounting guidance | Recent accounting pronouncements In July 2017, the FASB issued ASU 2017-11, 2017-11 2017-11 In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, 2014-09”). 2014-09 2014-09 In February 2016, the FASB issued ASU No. 2016-02, 2016-2”), 2016-2 2016-2 2016-2 In June 2016, the FASB issued ASU 2016-13, Instruments: Credit Losses 2016-13 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments 2016-15 | Recent accounting guidance In May 2014, the FASB issued ASU No. 2014-09, 2014-09) No. 2015-14, 2016-08, No. 2016-10, No. 2016-12, 2014-09 2014-09 In November 2015, FASB issued Accounting Standards Update No. 2015-17, 2015-17”). jurisdiction-by-jurisdiction 2015-17 In July 2015, FASB issued Accounting Standards Update No. 2015-11, 2015-11”), 2015-11 first-in, first-out, 2015-11 In February 2016, the FASB issued ASU No. 2016-02, 2016-2”), 2016-2 2016-2 2016-2 In June 2016, the FASB issued ASU 2016-13, Instruments: Credit Losses 2016-13 In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments 2016-15 |
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. |
Nature of Operations and Summ24
Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule Of Accounts Receivable | 2017 2016 Balance, beginning of year $ 13 $ 27 Net charges to bad debt expense 1 54 Write-offs (7 ) (68 ) Balance, end of year $ 7 $ 13 |
Schedule Of Estimated Useful Lives | Asset Rate Equipment 20% to 30% Vehicles and office and computer equipment 30% |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | ||
Schedule Of Inventory | March 31, 2018 December 31, 2017 Finished goods $ 1,100 $ 1,106 Raw materials 367 451 $ 1,467 $ 1,557 | 2017 2016 Finished goods $ 1,106 $ 1,180 Raw materials 451 670 $ 1,557 $ 1,850 |
Fixed Assets (Tables)
Fixed Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule Of Fixed Assets | 2017 2016 Vehicles $ 393 $ 378 Office and computer equipment 181 380 Equipment 33 189 607 947 Accumulated depreciation (568 ) (922 ) $ 39 $ 25 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule Of Accrued Expenses | 2017 2016 Employee benefits $ 67 $ 74 Selling and marketing 303 380 Other accruals 256 381 $ 626 $ 835 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases, Operating [Abstract] | |
Schedule Of Lease Payments Excluding Management Fees Other Operational Expenses | 2018 $ 103 2019 106 2020 18 $ 227 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Equity [Abstract] | ||
Summary Of Stock Option Activity | Outstanding Options Number of Shares Weighted Average Balance at January 1, 2018 4,016,653 $ 0.54 Options granted 395,000 0.37 Options cancelled/expired (46,250 ) 2.51 Balance at March 31, 2018 4,365,403 $ 0.35 Exercisable, March 31, 2018 3,261,984 $ 0.52 Vested and expected to vest 4,093,196 $ 0.50 | Outstanding Options Number of Weighted Average Balance at January 1, 2017 3,663,716 $ 0.54 Options granted 551,583 0.45 Options exercised (123,646 ) 0.41 Options cancelled/expired (75,000 ) 0.47 Balance at December 31, 2017 4,016,653 $ 0.54 Exercisable, December 31, 2017 2,964,278 $ 0.56 Vested and expected to vest 3,765,395 $ 0.54 |
Summary Of Stock Options Outstanding And Exercisable | Number Weighted Weighted Number Weighted Weighted $0.25 to $0.50 3,062,153 7.13 $ 0.40 2,163,696 6.52 $ 0.38 $0.51 to $1.09 795,750 4.99 0.77 641,832 4.18 0.80 $1.10 to $2.99 95,000 3.37 1.20 95,000 3.37 1.20 $3.00 to $3.29 63,750 0.35 3.28 63,750 0.35 3.28 4,016,653 6.51 0.54 2,964,278 5.78 0.56 | |
Summary Of Stock-Based Compensation Expense | Three months ended March 31, 2018 2017 Type of awards: Stock options $ 31 $ 42 Restricted stock 18 — $ 49 $ 42 Income statement account: Selling and marketing $ 15 $ 16 General and administrative 34 26 $ 49 $ 42 | Year Ended December 31, 2017 2016 Income statement account: Selling and marketing $ 60 $ 49 General and administrative 127 158 $ 187 $ 207 |
Summary Of Weighted-Average Assumptions | Three months ended 2018 2017 Expected dividend yield — — Expected stock price volatility 67.0 % 74.0 % Risk-free interest rate 2.6 % 2.0 % Expected term (in years) 5.6 years 5.2 years Weighted-average grant date fair-value $ 0.23 $ 0.28 | Year Ended December 31, 2017 2016 Expected dividend yield — — Expected stock price volatility 72.2 % 80.2 % Risk-free interest rate 1.9 % 1.7 % Expected term (in years) 5.3 years 5.8 years Weighted-average grant date fair-value $ 0.28 $ 0.33 |
Summary Of Restricted Stock Activity | Restricted Shares Weighted- Weighted- Non-vested — $ — Granted 202,705 0.37 Non-vested 202,705 $ 0.37 9.8 years |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule Of Income Tax Provisions | 2017 2016 Current State $ 2 $ 2 Foreign 21 2 Provision for income taxes $ 23 $ 4 |
Summary Of Loss Before Provision For Income Taxes | 2017 2016 United States $ (1,337 ) $ (271 ) Foreign 89 92 Total $ (1,248 ) $ (179 ) |
Summary Of Income Tax Rates | 2017 2016 Federal statutory rate 34.00 % 34.00 % Effect of: Permanent differences (0.61 ) (40.87 ) State income taxes, net of federal benefit 0.54 10.01 Change in valuation allowance (642.13 ) 136.18 Federal tax rate change 618.09 — Repatriation tax on unremitted earnings (12.68 ) — Stock-based compensation — (171.34 ) Other 0.91 29.83 Provision for income taxes (1.88 )% (2.19 )% |
Schedule Of Deferred Income Taxes | 2017 2016 Deferred tax assets Net operating loss carry forwards $ 12,080 $ 19,407 Intangible assets 2 3 Stock-based compensation 281 403 Tax effected state benefit 973 963 Other 101 76 Total deferred tax asset 13,437 20,852 Valuation allowance (13,437 ) (20,852 ) Net deferred tax asset $ — $ — |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting [Abstract] | ||
Schedule Of Sales and Fixed Assets By Geographic Location | 2017 2016 Revenue: United States $ 10,072 $ 12,350 Canada 3,091 2,958 Other countries 182 359 Total revenue $ 13,345 $ 15,667 Fixed assets: United States $ 39 $ 25 Other countries — — Total fixed assets $ 39 $ 25 | |
Schedule Of Sales By Geographic Location | Three months ended March 31, 2018 2017 Revenue: United States $ 2,237 $ 2,705 Canada 583 681 Other countries 17 149 Total revenue $ 2,837 $ 3,535 |
Selected Quarterly Financial 32
Selected Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Selected Quarterly Financial Information [Abstract] | |
Schedule Of Quarterly Financial Information | Q1 Q2 Q3 Q4 2017 quarter: Revenue $ 3,535 $ 3,933 $ 3,648 $ 2,229 Gross profit 853 1,061 899 211 Loss from operations (174 ) (35 ) (163 ) (741 ) Net loss (197 ) (55 ) (211 ) (808 ) Basic and diluted loss per share (0.00 ) (0.00 ) (0.01 ) (0.02 ) Q1 Q2 Q3 Q4 2016 quarter: Revenue $ 4,274 $ 4,304 $ 4,083 $ 3,006 Gross profit 1,172 1,086 1,101 740 Loss from operations 66 (6 ) 87 (232 ) Net income (loss) 49 (65 ) 69 (236 ) Basic and diluted loss per share 0.00 (0.00 ) 0.00 (0.01 ) |
Nature Of Operations And Summ33
Nature Of Operations And Summary Of Significant Accounting Policies (Narrative) (Detail) | Apr. 18, 2018USD ($) | Mar. 23, 2018USD ($) | Mar. 31, 2018USD ($)ItemCustomer | Dec. 31, 2017USD ($)Itemshares | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($)Customer | Dec. 31, 2016USD ($)shares | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)ItemCustomershares | Dec. 31, 2016USD ($)Customershares | Jan. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Number of operating subsidiaries | Item | 2 | 2 | 2 | ||||||||||||
Cash and cash equivalents | $ 3,015,000 | $ 397,000 | $ 554,000 | $ 733,000 | $ 397,000 | $ 733,000 | $ 772,000 | ||||||||
Working capital | 3,200,000 | 908,000 | 1,800,000 | 908,000 | 1,800,000 | ||||||||||
Net cash used in (provided by) operating activities | 71,000 | $ (371,000) | 37,000 | 346,000 | |||||||||||
Proceeds from convertible note | $ 2,756,000 | ||||||||||||||
Allowances for doubtful accounts | 7,000 | 13,000 | $ 7,000 | $ 13,000 | $ 27,000 | ||||||||||
Number of major customers | Customer | 2 | 3 | 3 | 3 | |||||||||||
Obsolete inventory | $ 275,000 | ||||||||||||||
Net foreign currency transactions losses | 5,000 | $ 9,000 | |||||||||||||
Slotting fees and promotion allowances | $ 259,000 | $ 309,000 | 1,500,000 | 1,800,000 | |||||||||||
Shipping and handling costs | 39,000 | 44,000 | 185,000 | 163,000 | |||||||||||
Advertising costs | 661,000 | 544,000 | |||||||||||||
Uncertain income tax position reserves | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||
Stock options outstanding, shares | shares | 4,016,653 | 3,663,716 | 4,016,653 | 3,663,716 | |||||||||||
Warrant shares, anti-dilutive | shares | 3,057,500 | 3,057,500 | |||||||||||||
Net loss | (469,000) | $ (808,000) | $ (211,000) | $ (55,000) | $ (197,000) | $ (236,000) | $ 69,000 | $ (65,000) | $ 49,000 | $ (1,271,000) | $ (183,000) | ||||
Allowance for accounts receivable | 10,000 | 7,000 | 13,000 | $ 7,000 | $ 13,000 | ||||||||||
Convertible Notes [Member] | |||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Proceeds from convertible note | $ 2,800,000 | ||||||||||||||
Subsequent Event [Member] | |||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Proceeds from convertible note | $ 2,800,000 | ||||||||||||||
Subsequent Event [Member] | Convertible Notes [Member] | |||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Proceeds from convertible note | $ 120,000 | ||||||||||||||
Outstanding Accounts Receivable [Member] | |||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Number of major customers | Customer | 2 | 2 | |||||||||||||
Major customer, percentage | 31.00% | 25.00% | |||||||||||||
Loan Facility [Member] | CapitalSource [Member] | |||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Maximum borrowing capacity | 3,200,000 | 3,200,000 | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | |||||||||
Current borrowing capacity | 1,200,000 | 1,200,000 | |||||||||||||
Amount outstanding | $ 858,000 | $ 858,000 | |||||||||||||
Loan Facility [Member] | CapitalSource [Member] | Accounts Receivable And Inventory [Member] | |||||||||||||||
Nature Of Operations And Summary Of Significant Accounting Policies [Line Items] | |||||||||||||||
Current borrowing capacity | 1,600,000 | ||||||||||||||
Amount outstanding | $ 759,000 |
Nature Of Operations And Summ34
Nature Of Operations And Summary Of Significant Accounting Policies (Schedule Of Accounts Receivable) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Financing Receivable, Allowance for Credit Losses [Roll Forward] | ||
Balance, beginning of year | $ 13 | $ 27 |
Net charges to bad debt expense | 1 | 54 |
Write-offs | (7) | (68) |
Balance, end of year | $ 7 | $ 13 |
Nature Of Operations And Summ35
Nature Of Operations And Summary Of Significant Accounting Policies (Schedule Of Estimated Useful Lives) (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
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) (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory [Abstract] | |||
Finished goods | $ 1,100 | $ 1,106 | $ 1,180 |
Raw materials | 367 | 451 | 670 |
Inventory, Net | $ 1,467 | $ 1,557 | $ 1,850 |
Fixed Assets (Schedule Of Fixed
Fixed Assets (Schedule Of Fixed Assets) (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 607 | $ 947 | |
Accumulated depreciation | $ (465) | (568) | (922) |
Property, Plant and Equipment, Net | $ 35 | 39 | 25 |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 393 | 378 | |
Office And Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | 181 | 380 | |
Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant and Equipment, Gross | $ 33 | $ 189 |
Accrued Expenses (Schedule Of A
Accrued Expenses (Schedule Of Accrued Expenses) (Detail) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Expenses [Abstract] | |||
Employee benefits | $ 67 | $ 74 | |
Selling and marketing | 303 | 380 | |
Other accruals | 256 | 381 | |
Accrued expenses | $ 588 | $ 626 | $ 835 |
Line Of Credit (Narrative) (Det
Line Of Credit (Narrative) (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2016 | Apr. 30, 2016 | Jan. 31, 2016 | Mar. 31, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |||||
Additional amount of revolving credit facility | $ 175,000 | ||||
CapitalSource [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Expiration date | Dec. 27, 2018 | Dec. 27, 2018 | |||
Interest rate above prime rate | 0.75% | ||||
Interest rate | 5.25% | ||||
Loan Facility [Member] | CapitalSource [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit, Borrowing capacity description | Under this Loan Facility, as amended in January and December 2016, we may periodically request advances equal to the lesser of: (a) $3.2 million, or (b) the Borrowing Base which is, 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. | Under this Loan Facility, as amended in January and December 2016, we may periodically request advances equal to the lesser of: (a) $3.2 million, or (b) the Borrowing Base which is, 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 5.25% as of December 31, 2017) | ||||
Line of credit, Covenant terms | CapitalSource has the right to terminate the Loan Facility at any time upon 120 days' prior written notice. | CapitalSource has the right to terminate the Loan Facility at any time upon 120 days' prior written notice. | |||
Maximum borrowing capacity | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | $ 3,200,000 | |
Current borrowing capacity | 1,200,000 | ||||
Amount outstanding | 858,000 | ||||
Percent of accounts receivable borrowing capacity | 50.00% | 50.00% | |||
Interest rate above prime rate | 0.75% | ||||
Annual minimum interest payment | $ 30,000 | $ 30,000 | |||
Loan fee, percentage | 0.10% | 0.10% | |||
Termination period prior written notice | 120 days | 120 days | |||
Line of credit, Covenant compliance | As of March 31, 2018, we were in compliance with all covenants under the Loan Facility. | As of December 31, 2017, we were in compliance with all covenants under the Loan Facility. | |||
Percent of finished goods inventory borrowing capacity | 35.00% | 35.00% | |||
Loan Facility [Member] | CapitalSource [Member] | Accounts Receivable And Inventory [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Current borrowing capacity | $ 1,600,000 | ||||
Amount outstanding | $ 759,000 | ||||
Loan Facility [Member] | Maximum [Member] | CapitalSource [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum amount of finished goods inventory borrowing capacity | $ 475,000 | $ 475,000 | |||
Loan Facility [Member] | Minimum [Member] | CapitalSource [Member] | Prime Rate [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Prime rate | 0.00% | ||||
Loan Facility [Member] | United States [Member] | CapitalSource [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Percent of accounts receivable borrowing capacity | 85.00% | 85.00% | |||
Loan Facility [Member] | Canada [Member] | CapitalSource [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Percent of accounts receivable borrowing capacity | 50.00% | 50.00% | |||
Maximum amount of accounts receivable borrowing capacity | $ 300,000 | $ 300,000 |
Lease Obligations (Narrative) (
Lease Obligations (Narrative) (Detail) | 12 Months Ended | |
Dec. 31, 2017USD ($)ft² | Dec. 31, 2016USD ($) | |
Lease Obligations [Abstract] | ||
Lease retail/office space, in square feet | ft² | 6,500 | |
Lease term | 5 years | |
Lease expiration date | Feb. 1, 2020 | |
Lease option to extend | option to extend for additional one-year terms, indefinitely. | |
Rental expenses | $ | $ 139,000 | $ 129,000 |
Lease Obligations (Schedule Of
Lease Obligations (Schedule Of Lease Payments Excluding Management Fees Other Operational Expenses) (Detail) $ in Thousands | Dec. 31, 2017USD ($) |
Lease Obligations [Abstract] | |
2,018 | $ 103 |
2,019 | 106 |
2,020 | 18 |
Total | $ 227 |
Warrants (Narrative) (Detail)
Warrants (Narrative) (Detail) - $ / shares | 1 Months Ended | ||
Feb. 29, 2012 | Dec. 31, 2016 | Dec. 31, 2013 | |
Class of Warrant or Right [Line Items] | |||
Warrants outstanding | 3,057,500 | ||
Warrant [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of securities called by warrants, class of warrants | 3,207,500 | ||
Warrant exercise price | $ 0.70 | ||
Warrant, expiration date | Aug. 6, 2017 | ||
Warrants exercised | 150,000 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Detail) - USD ($) | Jan. 01, 2018 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 01, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of options exercised | 0 | 38,646 | ||||
Intrinsic value of options exercised | $ 0 | $ 3,000 | ||||
Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unrecognized compensation expense | $ 276,000 | $ 169,000 | ||||
Weighted average period for unrecognized compensation expense | 2 years 2 months 12 days | 2 years 4 months 24 days | ||||
Options, outstanding shares | 0 | |||||
Options outstanding, intrinsic value | $ 48,000 | 210,000 | $ 56,000 | $ 185,000 | ||
Options exercisable, intrinsic value | $ 46,000 | $ 188,000 | 54,000 | 152,000 | ||
Total intrinsic value of options exercised | $ 10,000 | $ 3,000 | ||||
Restricted Stock Unit [Member] | Non-Employee Director [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Value of annual restricted stock unit award | $ 15,000 | |||||
2011 Plan [Member] | Common [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, authorized shares increase | 1,300,000 | |||||
Common stock, authorized percent increase | 4.00% | |||||
Percentage of outstanding stock maximum | 10.00% | |||||
2011 Plan [Member] | Common Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock, authorized shares | 10,784,032 | 10,784,032 | ||||
Common stock, authorized shares increase | 1,300,000 | |||||
Common stock, authorized percent increase | 4.00% | |||||
Percentage of outstanding stock maximum | 10.00% | |||||
2011 Plan [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option expiration period | 10 years | 10 years | ||||
Stock option vesting period | 48 months | 48 months | ||||
Number of shares available | 4,310,900 | 4,862,355 | ||||
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% | 25.00% | ||||
Years after grant date | 1 year | 1 year | ||||
2011 Plan [Member] | In Equal Monthly [Member] | Stock Options [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock option vesting percentage | 75.00% | |||||
2007 Employee Stock Purchase Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Available ESPP shares for issuance | 300,000 | |||||
ESPP shares issued | 0 |
Shareholders' Equity (Summary O
Shareholders' Equity (Summary Of Stock Option Activity) (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | |||
Options exercised, Number of Shares | 0 | (38,646) | |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding | |||
Outstanding Options, Number of Shares, Beginning Balance | 4,016,653 | 3,663,716 | 3,663,716 |
Options granted, Number of Shares | 395,000 | 551,583 | |
Options exercised, Number of Shares | (123,646) | ||
Options cancelled/expired, Number of Shares | (46,250) | (75,000) | |
Outstanding Options, Number of Shares, Ending Balance | 4,365,403 | 4,016,653 | |
Options, Exercisable, Number of Shares | 3,261,984 | 2,964,278 | |
Options, Vested and Expected to Vest, Number of Shares | 4,093,196 | 3,765,395 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | |||
Options, Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 0.54 | $ 0.54 | $ 0.54 |
Options granted, Weighted Average Exercise Price | 0.37 | 0.45 | |
Options, Exercisable, Weighted Average Exercise Price | 0.41 | ||
Options cancelled/expired, Weighted Average Exercise Price | 2.51 | 0.47 | |
Options, Outstanding, Weighted Average Exercise Price, Ending Balance | 0.35 | 0.54 | |
Options, Exercisable, Weighted Average Exercise Price | 0.52 | 0.56 | |
Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 0.50 | $ 0.54 |
Shareholders' Equity (Summary45
Shareholders' Equity (Summary Of Stock Options Outstanding And Exercisable) (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number Outstanding | 4,016,653 | 3,663,716 |
Weighted Average Remaining Contractual Life (Years) | 6 years 6 months 4 days | |
Weighted Average Exercise Price | $ 0.54 | |
Number Exercisable | 2,964,278 | |
Weighted Average Remaining Contractual Life (Years) | 5 years 9 months 11 days | |
Weighted Average Exercise Price | $ 0.56 | |
$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 | 3,062,153 | |
Weighted Average Remaining Contractual Life (Years) | 7 years 1 month 17 days | |
Weighted Average Exercise Price | $ 0.40 | |
Number Exercisable | 2,163,696 | |
Weighted Average Remaining Contractual Life (Years) | 6 years 6 months 7 days | |
Weighted Average Exercise Price | $ 0.38 | |
$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 | 795,750 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 11 months 27 days | |
Weighted Average Exercise Price | $ 0.77 | |
Number Exercisable | 641,832 | |
Weighted Average Remaining Contractual Life (Years) | 4 years 2 months 5 days | |
Weighted Average Exercise Price | $ 0.80 | |
$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 | 95,000 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 4 months 13 days | |
Weighted Average Exercise Price | $ 1.20 | |
Number Exercisable | 95,000 | |
Weighted Average Remaining Contractual Life (Years) | 3 years 4 months 13 days | |
Weighted Average Exercise Price | $ 1.20 | |
$3.00 to $3.29 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise price, lower limit | 3 | |
Exercise price, upper limit | $ 3.29 | |
Number Outstanding | 63,750 | |
Weighted Average Remaining Contractual Life (Years) | 4 months 6 days | |
Weighted Average Exercise Price | $ 3.28 | |
Number Exercisable | 63,750 | |
Weighted Average Remaining Contractual Life (Years) | 4 months 6 days | |
Weighted Average Exercise Price | $ 3.28 |
Shareholders' Equity (Summary46
Shareholders' Equity (Summary Of Stock-Based Compensation Expense) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 49 | $ 42 | $ 187 | $ 207 |
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 31 | 42 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 18 | |||
Selling And Marketing [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | 15 | 16 | 60 | 49 |
General And Administrative [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Stock-based compensation expense | $ 34 | $ 26 | $ 127 | $ 158 |
Shareholders' Equity (Summary47
Shareholders' Equity (Summary Of Weighted-Average Assumptions) (Detail) - $ / shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Shareholders' Equity [Abstract] | ||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Expected stock price volatility | 67.00% | 74.00% | 72.20% | 80.20% |
Risk-free interest rate | 2.60% | 2.00% | 1.90% | 1.70% |
Expected term (in years) | 5 years 7 months 6 days | 5 years 2 months 12 days | 5 years 3 months 18 days | 5 years 9 months 18 days |
Weighted-average grant date fair-value | $ 0.23 | $ 0.28 | $ 0.28 | $ 0.33 |
Employee 401(K) Plan (Narrative
Employee 401(K) Plan (Narrative) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of Defined Contribution Plans Disclosures [Line Items] | ||
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% | |
Description of modified 401(k) plan | Effective January 1, 2014, we modified the 401(k) plan to eliminate the safe harbor matching contribution, to move to a discretionary contribution. There were no matching or discretionary contributions during the years ended December 31, 2017 and 2016. | |
Employer matching contribution | $ 0 | $ 0 |
Maximum [Member] | ||
Schedule of Defined Contribution Plans Disclosures [Line Items] | ||
Percentage employer matches of the employee's percentage contribution matched | 4.00% | |
Initial EE [Member] | ||
Schedule of Defined Contribution Plans Disclosures [Line Items] | ||
Percentage of employees' gross pay for which the employer contributes | 3.00% | |
Initial ER [Member] | ||
Schedule of Defined Contribution Plans Disclosures [Line Items] | ||
Percentage employer matches of the employee's percentage contribution matched | 100.00% | |
Additional EE [Member] | ||
Schedule of Defined Contribution Plans Disclosures [Line Items] | ||
Percentage of employees' gross pay for which the employer contributes | 2.00% | |
Additional ER [Member] | ||
Schedule of Defined Contribution Plans Disclosures [Line Items] | ||
Percentage employer matches of the employee's percentage contribution matched | 50.00% |
Commitments And Contingencies (
Commitments And Contingencies (Narrative) (Detail) | Dec. 31, 2017USD ($) |
Purchase Obligations [Member] | |
Recorded Unconditional Purchase Obligation [Line Items] | |
Purchase obligations due within one year | $ 979,000 |
Income Taxes (Schedule Of Incom
Income Taxes (Schedule Of Income Tax Provisions) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | ||||
State | $ 2 | $ 2 | ||
Foreign | 21 | 2 | ||
Current total | 23 | 4 | ||
Provision for income taxes | $ 5 | $ 7 | $ 23 | $ 4 |
Income Taxes (Summary Of Loss B
Income Taxes (Summary Of Loss Before Provision For Income Taxes) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes [Abstract] | ||
United States | $ (1,337) | $ (271) |
Foreign | 89 | 92 |
Total | $ (1,248) | $ (179) |
Income Taxes (Summary Of Income
Income Taxes (Summary Of Income Tax Rates) (Detail) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract] | ||
Federal statutory rate | 34.00% | 34.00% |
Effect of: | ||
Permanent differences | (0.61%) | (40.87%) |
State income taxes, net of federal benefit | 0.54% | 10.01% |
Change in valuation allowance | (642.13%) | 136.18% |
Federal tax rate change | 618.09% | |
Repatriation tax on unremitted earnings | (12.68%) | |
Stock-based compensation | (171.34%) | |
Other | 0.91% | 29.83% |
Provision for income taxes | (1.88%) | (2.19%) |
Income Taxes (Schedule Of Defer
Income Taxes (Schedule Of Deferred Income Taxes) (Detail) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Net operating loss carry forwards | $ 12,080 | $ 19,407 |
Intangible assets | 2 | 3 |
Stock-based compensation | 281 | 403 |
Tax effected state benefit | 973 | 963 |
Other | 101 | 76 |
Total deferred tax asset | 13,437 | 20,852 |
Valuation allowance | (13,437) | (20,852) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Change in valuation allowance | $ (7,400) | $ 245 | |
Federal corporate tax rate | 34.00% | 34.00% | |
Change in deferred tax asset | $ 7,700 | ||
Provision income tax result of repatriation transaction tax | 158 | ||
Operating loss carryforwards | 59,400 | ||
Uncertain tax positions | $ 0 | $ 0 | |
Scenario, Plan [Member] | |||
Federal corporate tax rate | 21.00% | ||
Minimum [Member] | |||
Tax year open to examination | 2,013 | ||
Maximum [Member] | |||
Federal corporate tax rate | 35.00% | ||
Tax year open to examination | 2,017 |
Segment Information (Narrative)
Segment Information (Narrative) (Detail) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018CustomerSegment | Mar. 31, 2017Customer | Dec. 31, 2017CustomerSegment | Dec. 31, 2016Customer | |
Segment Reporting Information [Line Items] | ||||
Number of major customers | Customer | 2 | 3 | 3 | 3 |
United States And Canada [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Number of operating segments | Segment | 1 | 1 | ||
Revenue [Member] | Three Major Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Major customer, percentage | 53.00% | 53.00% | 49.00% | |
Revenue [Member] | Two Major Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Major customer, percentage | 45.00% |
Segment Information (Schedule O
Segment Information (Schedule Of Geographic Information) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 2,837 | $ 3,535 | $ 13,345 | $ 15,667 |
Total fixed assets | 35 | 39 | 25 | |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 2,237 | 2,705 | 10,072 | 12,350 |
Total fixed assets | 39 | 25 | ||
Canada [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | 583 | 681 | 3,091 | 2,958 |
Other countries | ||||
Segment Reporting Information [Line Items] | ||||
Total revenue | $ 17 | $ 149 | $ 182 | $ 359 |
Selected Quarterly Financial 57
Selected Quarterly Financial Information (Schedule Of Quarterly Financial Information) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Selected Quarterly Financial Information [Abstract] | |||||||||||
Revenue | $ 2,229 | $ 3,648 | $ 3,933 | $ 3,535 | $ 3,006 | $ 4,083 | $ 4,304 | $ 4,274 | |||
Gross profit | $ 616 | 211 | 899 | 1,061 | 853 | 740 | 1,101 | 1,086 | 1,172 | $ 3,024 | $ 4,099 |
Loss from operations | (477) | (741) | (163) | (35) | (174) | (232) | 87 | (6) | 66 | (1,113) | (85) |
Net income (loss) | $ (469) | $ (808) | $ (211) | $ (55) | $ (197) | $ (236) | $ 69 | $ (65) | $ 49 | $ (1,271) | $ (183) |
Basic and diluted loss per share | $ (0.01) | $ (0.02) | $ (0.01) | $ 0 | $ 0 | $ (0.01) | $ 0 | $ 0 | $ 0 | $ (0.03) | $ 0 |
Subsequent Events (Detail)
Subsequent Events (Detail) - Convertible Notes [Member] - USD ($) | Mar. 23, 2018 | Apr. 18, 2018 |
Subsequent Event [Line Items] | ||
Principal amount | $ 2,800,000 | |
Interest rate | 6.00% | |
Term | 4 years | |
Conversion price | $ 0.32 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Principal amount | $ 2,800,000 | $ 120,000 |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Interest rate | 6.00% | |
Term | 4 years | |
Conversion price | $ 0.32 |
Convertible Subordinated Note59
Convertible Subordinated Notes Payable (Narrative) (Detail) - USD ($) | Mar. 23, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock, par value | $ 0 | $ 0 | $ 0 | |
Convertible Notes [Member] | ||||
Principal amount | $ 2,800,000 | |||
Term | 4 years | |||
Interest rate | 6.00% | |||
Common stock, par value | $ 0 | |||
Conversion price | $ 0.32 | |||
Beneficial conversion feature, intrinsic value | $ 350,000 | |||
Discount with related closing costs | $ 43,996 | |||
Notes payable from related parties | $ 100,000 | |||
Convertible Notes [Member] | Common Stock [Member] | ||||
Price per share | $ 0.36 |
Shareholders' Equity (Summary60
Shareholders' Equity (Summary Of Restricted Stock Activity) (Detail) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | |
RSAs, Granted | shares | 202,705 |
RSAs, Number, Ending Balance | shares | 202,705 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Roll Forward] | |
RSAs, Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.37 |
RSAs, Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 0.37 |
RSAs, Outstanding, Weighted Average Remaining Contractual Terms | 9 years 9 months 18 days |