Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 25, 2021 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001083522 | |
Entity Registrant Name | JONES SODA CO | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-28820 | |
Entity Incorporation, State or Country Code | WA | |
Entity Tax Identification Number | 52-2336602 | |
Entity Address, Address Line One | 66 South Hanford Street, Suite 150 | |
Entity Address, City or Town | Seattle | |
Entity Address, State or Province | WA | |
Entity Address, Postal Zip Code | 98134 | |
City Area Code | 206 | |
Local Phone Number | 624-3357 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | JSDA | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 67,840,941 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 5,922 | $ 4,614 |
Accounts receivable, net of allowance of $99 and $93 | 2,686 | 1,581 |
Inventory | 1,483 | 1,856 |
Prepaid expenses and other current assets | 275 | 193 |
Total current assets | 10,366 | 8,244 |
Fixed assets, net of accumulated depreciation of $605 and $554 | 261 | 305 |
Other assets | 33 | 33 |
Right of use lease asset | 392 | 471 |
Total assets | 11,052 | 9,053 |
Current liabilities: | ||
Accounts payable | 1,571 | 1,385 |
Lease liability, current portion | 107 | 102 |
Accrued expenses | 1,295 | 853 |
Taxes payable | 12 | 6 |
Current portion of convertible subordinated notes payable, net | 90 | 0 |
Current portion of accrued interest expense | 7 | 0 |
Current portion of SBA Loan | 0 | 140 |
Total current liabilities | 3,082 | 2,486 |
Net convertible subordinated notes payable, net of current portion | 1,741 | 1,386 |
Accrued interest expense, net of current portion | 21 | 232 |
SBA loan, net of current portion | 0 | 195 |
Lease liability, net of current portion | 294 | 375 |
Total liabilities | 5,138 | 4,674 |
Shareholders’ equity: | ||
Common stock, no par value: Authorized — 100,000,000; issued and outstanding shares — 64,977,677 shares and 61,975,748 shares, respectively | 75,979 | 73,953 |
Accumulated other comprehensive income | 389 | 411 |
Accumulated deficit | (70,454) | (69,985) |
Total shareholders’ equity | 5,914 | 4,379 |
Total liabilities and shareholders’ equity | $ 11,052 | $ 9,053 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts receivable, allowance | $ 99,000 | $ 93,000 |
Fixed assets, accumulated depreciation | $ 605,000 | $ 554,000 |
Common stock, no par value (in dollars per share) | $ 0 | $ 0 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 67,837,191 | 61,975,748 |
Common stock, shares outstanding (in shares) | 67,837,191 | 61,975,748 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 4,565 | $ 3,541 | $ 11,880 | $ 9,431 |
Cost of goods sold | 3,102 | 2,619 | 8,255 | 7,341 |
Gross profit | 1,463 | 922 | 3,625 | 2,090 |
Operating expenses: | ||||
Selling and marketing | 733 | 642 | 2,104 | 1,924 |
General and administrative | 716 | 674 | 2,147 | 2,136 |
Total operating expenses | 1,449 | 1,316 | 4,251 | 4,060 |
Income (loss) from operations | 14 | (394) | (626) | (1,970) |
Interest income | 1 | 2 | 3 | 23 |
Interest expense | (76) | (40) | (160) | (116) |
Other income (expense), net | 10 | (11) | 338 | 3 |
Loss before income taxes | 51 | 443 | 445 | 2,060 |
Income tax expense, net | (8) | (7) | (24) | (19) |
Net loss | $ (59) | $ (450) | $ (469) | $ (2,079) |
Net loss per share - basic and diluted (in dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.03) |
Weighted average basic and diluted common shares outstanding (in shares) | 64,550,554 | 61,857,555 | 64,768,258 | 61,730,684 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Net loss | $ (59) | $ (450) | $ (469) | $ (2,079) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (65) | 25 | (22) | (14) |
Total comprehensive loss | $ (124) | $ (425) | $ (491) | $ (2,093) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Common Stock Including Additional Paid in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2019 | 61,566,076 | |||
Balance at Dec. 31, 2019 | $ 73,773 | $ 342 | $ (66,988) | $ 7,127 |
Share based payment activity | 124 | 0 | 0 | 124 |
Beneficial conversion feature on paid-in-kind interest | 9 | 0 | 0 | 9 |
Net income (loss) | 0 | 0 | (2,079) | (2,079) |
Other comprehensive income (loss) | $ 0 | (14) | 0 | $ (14) |
Exercise of stock options (in shares) | 0 | |||
Share based payment activity (in shares) | 409,672 | |||
Net loss | $ 0 | 0 | (2,079) | $ (2,079) |
Balance (in shares) at Sep. 30, 2020 | 61,975,748 | |||
Balance at Sep. 30, 2020 | $ 73,906 | 328 | (69,067) | 5,167 |
Balance (in shares) at Jun. 30, 2020 | 61,667,668 | |||
Balance at Jun. 30, 2020 | $ 73,846 | 303 | (68,617) | 5,532 |
Share based payment activity | 57 | 0 | 0 | 57 |
Beneficial conversion feature on paid-in-kind interest | 3 | 0 | 0 | 3 |
Net income (loss) | 0 | 0 | (450) | (450) |
Other comprehensive income (loss) | 0 | 25 | 0 | 25 |
Net loss | $ 0 | 0 | (450) | (450) |
Balance (in shares) at Sep. 30, 2020 | 61,975,748 | |||
Balance at Sep. 30, 2020 | $ 73,906 | 328 | (69,067) | $ 5,167 |
Balance (in shares) at Dec. 31, 2020 | 61,975,748 | 61,975,748 | ||
Balance at Dec. 31, 2020 | $ 73,953 | 411 | (69,985) | $ 4,379 |
Share based payment activity | 107 | 0 | 0 | 107 |
Beneficial conversion feature on paid-in-kind interest | 3 | 0 | 0 | 3 |
Net income (loss) | 0 | 0 | (469) | (469) |
Other comprehensive income (loss) | $ 0 | (22) | 0 | (22) |
Common stock issuance on conversion of notes payable (in shares) | 5,064,137 | |||
Common stock issuance on conversion of notes payable | $ 1,620 | 0 | 0 | $ 1,620 |
Exercise of stock options (in shares) | 797,306 | 797,306 | ||
Exercise of stock options | $ 296 | $ 296 | ||
Net loss | $ 0 | 0 | (469) | $ (469) |
Balance (in shares) at Sep. 30, 2021 | 67,837,191 | 67,837,191 | ||
Balance at Sep. 30, 2021 | $ 75,979 | 389 | (70,454) | $ 5,914 |
Balance (in shares) at Jun. 30, 2021 | 64,977,677 | |||
Balance at Jun. 30, 2021 | $ 75,015 | 454 | (70,395) | 5,074 |
Share based payment activity | 26 | 0 | 0 | 26 |
Net income (loss) | 0 | 0 | (59) | (59) |
Other comprehensive income (loss) | $ 0 | (65) | 0 | (65) |
Common stock issuance on conversion of notes payable (in shares) | 2,216,479 | |||
Common stock issuance on conversion of notes payable | $ 709 | 0 | 0 | 709 |
Exercise of stock options (in shares) | 643,035 | |||
Exercise of stock options | $ 229 | 229 | ||
Net loss | $ 0 | 0 | (59) | $ (59) |
Balance (in shares) at Sep. 30, 2021 | 67,837,191 | 67,837,191 | ||
Balance at Sep. 30, 2021 | $ 75,979 | $ 389 | $ (70,454) | $ 5,914 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (469,000) | $ (2,079,000) |
Adjustments to reconcile net loss to net cash flows from operating activities: | ||
Depreciation and amortization | 142,000 | 93,000 |
Stock-based compensation | 107,000 | 130,000 |
Change in allowance for doubtful accounts | 6,000 | 40,000 |
Forgiveness of PPP SBA loan | (335,000) | 0 |
Loss on sale of fixed asset | 5,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,142,000) | (880,000) |
Inventory | 374,000 | 177,000 |
Prepaid expenses and other current assets | (80,000) | 73,000 |
Accounts payable | 186,000 | 366,000 |
Accrued expenses | 495,000 | 223,000 |
Taxes payable | 6,000 | (3,000) |
Other liabilities | 3,000 | 3,000 |
Net cash used in operating activities | (702,000) | (1,857,000) |
INVESTING ACTIVITIES: | ||
Sale of fixed assets | 4,000 | 0 |
Purchase of fixed assets | (35,000) | (184,000) |
Net cash used in investing activities | (31,000) | (184,000) |
FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 295,000 | 0 |
Proceeds from issuance of convertible notes, net | 1,741,000 | |
Proceeds from PPP SBA loan | 0 | 335,000 |
Payment of taxes on RSU withholding | 0 | (6,000) |
Net cash provided by financing activities | 2,036,000 | 329,000 |
Net change in cash and cash equivalents | 1,303,000 | (1,712,000) |
Effect of exchange rate changes on cash | 5,000 | (6,000) |
Cash and cash equivalents, beginning of period | 4,614,000 | 5,969,000 |
Cash and cash equivalents, end of period | 5,922,000 | 4,251,000 |
Supplemental disclosure: | ||
Income taxes | 16,000 | 17,000 |
Supplemental disclosure of non-cash transactions: | ||
Conversion of notes payable | 1,621,000 | 0 |
Recognition of lease liability and right-of-use asset | 0 | 556,000 |
Beneficial conversion feature on convertible notes and accrued interest | $ 4,000 | $ 9,000 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | 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 Basis of presentation, consolidation and use of estimates The accompanying condensed consolidated balance sheet as of December 31, 2020, September 30, 2021, In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, consisting only of those of a normal and 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. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Significant items subject to such estimates and assumptions include, but are not not 10 December 31, 2020. Liquidity As of September 30, 2021, nine September 30, 2021 2020 We have experienced recurring losses from operations and negative cash flows from operating activities. This situation creates uncertainties about our ability to execute our business plan, finance operations, and indicates substantial doubt about the Company’s ability to continue as a going concern. On July 14, 2021, 1 We believe that the recent financing helps alleviate 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. Therefore, even with these proceeds, we may may 19 may may may 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 may may may not may may may not As of the date of this Report, as a result of our cash on hand as well as the issuance of the Convertible Debenture, we believe that our current cash and cash equivalents will be sufficient to meet the Company’s funding requirements for one 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 September. may may not not Revenue recognition Our contracts have a single performance obligation which is satisfied at the point in time when the customer has title and the significant risks and rewards of ownership of the product. Effective March 1, 2021, March 1, 2021, three September 30, 2021 2020, nine September 30, 2021 2020, See Note 1, 10 March 24, 2021 Revenue is recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotion allowances. Discounts, slotting fees and promotional allowances vary the consideration we are entitled to in exchange for the sale of products to distributors. We estimate these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for product sales to customers. These estimates are based on contract terms and our historical experience with similar programs and require management judgement with respect to estimating customer participation and performance levels. Differences between estimated expense and actual costs are normally insignificant and are recognized in earnings in the period such differences are determined. The amount of revenue recognized represents the amount that will not September 30, 2021 2020, nine September 30, 2021 2020, All sales to distributors and customers are generally final. In limited instances we may not 30 15 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. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowances for doubtful accounts of $99,000 and $93,000 as of September 30, 2021 December 31, 2020, September 30, 2021 December 31, 2020. As of September 30, 2021, one December 31, 2020, Net loss per share Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is computed by adjusting the weighted average number of common shares by the effective net exercise or conversion of all dilutive securities. Due to the net loss in the quarters ended September 30, 2021 2020, 4 8 September 30, 2021 2020, Recent accounting pronouncements In August 2020, 2020 06, 2020 06” December 15, 2023, 2020 06 In June 2016, 2016 13, 2016 13” first 2023 2016 13 |
Note 2 - Inventory
Note 2 - Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 2. Inventory Inventory consisted of the following (in thousands): September 30, 2021 December 31, 2020 Finished goods $ 855 $ 1,142 Raw materials 628 714 $ 1,483 $ 1,856 Finished goods primarily include product ready for shipment, as well as promotional merchandise held for sale. Raw materials primarily include ingredients, concentrate and packaging. For the three September 30, 2021 2020, nine September 30, 2021 2020, |
Note 3 - Lease Obligations
Note 3 - Lease Obligations | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | 3. 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 initial term of the lease was five February 2020, February 28, 2025. September 30, 2021, During the quarters ended September 30, 2021 2020, nine September 30, 2021 2020, September 30, 2021 2020, nine September 30, 2021 2020, Management fees and other operational expenses were immaterial. Cash payments on our operating lease are presented as operating cash outflows in the condensed consolidated statements of cash flows. As of September 30, 2021, December 31 2021 (remaining) $ 30 2022 122 2023 126 2024 130 2025 22 Total lease payments 430 Less: imputed interest (29 ) Total remaining lease liability $ 401 |
Note 4 - Convertible Subordinat
Note 4 - Convertible Subordinated Notes Payable | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Convertible Subordinated Notes Payable [Text Block] | 4. Convertible Subordinated Notes Payable On March 23, 2018, April 18, 2018, The Convertible Notes have a four March 23, 2022 April 18, 2022, $0.32 No The Convertible Notes are subordinated in right of payment to the prior payment in full of all of our senior indebtedness, which is defined as amounts due in connection with our indebtedness for borrowed money to banks, commercial finance lenders, or other lending institutions regularly engaged in the business of lending money, with certain restrictions. During the quarter ended September 30, 2021, three September 30, 2021. January 1, 2021 September 30, 2021, nine September 30, 2021. no three nine September 30, 2020. The fair value of our common stock on March 23, 2018, April 18, 2018, second not March 23, 2018 September 30, 2021 December 31, 2020, September 30, 2021 December 31, 2020. Principal payment obligations on the Convertible Notes are as follows for the following years ending December 31 ( 2021 (remaining) $ - 2022 110 $ 110 |
Note 5 - Shareholders' Equity
Note 5 - Shareholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | 5. Shareholders Equity Under the terms of our 2011 may January 1st may may not September 30, 2021, Under the terms of the Plan, the Board may may ten first one one September 30, 2021, In March 2021, April 1, 2021 April 1, 2023 May 13, 2021. On September 30, 2021, not no (a) Stock options: A summary of our stock option activity is as follows: Outstanding Options Number of Shares Weighted Average Exercise Price (Per Share) Balance at January 1, 2021 3,589,783 $ 0.36 Options granted 1,003,450 0.36 Options exercised (797,306 ) 0.37 Options forfeited/expired (596,354 ) 0.49 Balance at September 30, 2021 3,199,573 $ 0.33 Exercisable, September 30, 2021 1,685,462 $ 0.37 Vested and expected to vest 2,748,575 $ 0.34 (b) Restricted stock awards: Prior to December 31, 2019, one first January one $15,000 first There was no three nine September 30, 2021 no September 30, 2021. nine September 30, 2020, Commencing as of January 1, 2020, first first January first $25,000 first first (c) Stock-based compensation expense: Stock-based compensation expense is recognized using the straight-line attribution method over the employees’ requisite service period, or the non-employee's service period based on the term of the contract. 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 At September 30, 2021, The following table summarizes the stock-based compensation expense (in thousands): Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Type of awards: Stock options $ 26 $ 55 $ 107 $ 118 Restricted stock - 2 - 12 $ 26 $ 57 $ 107 $ 130 Income statement account: Selling and marketing $ 5 $ 36 $ 30 $ 52 General and administrative 21 21 77 78 $ 26 $ 57 $ 107 $ 130 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: Nine months ended September 30, 2021 2020 Expected dividend yield — — Expected stock price volatility 73.9 % 73.1 % Risk-free interest rate 0.7 % 0.7 % Expected term (in years) 5.8 5.4 Weighted-average grant date fair-value $ 0.23 $ 0.14 The aggregate intrinsic value of stock options outstanding at September 30, 2021 nine September 30, 2021. no nine September 30, 2020. |
Note 6 - Segment Information
Note 6 - Segment Information | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 6. Segment Information We have one Three months ended September 30, Year Ended September 30, 2021 2020 2021 2020 Revenue: United States $ 3,496 $ 2,354 $ 8,978 $ 6,783 Canada 1,033 1,134 2,808 2,577 Other countries 36 53 94 71 Total revenue $ 4,565 $ 3,541 $ 11,880 $ 9,431 During the three September 30, 2021 2020, one nine September 30, 2021 2020, one |
Note 7 - Paycheck Protection Pr
Note 7 - Paycheck Protection Program | 9 Months Ended |
Sep. 30, 2021 | |
Paycheck Protection Program CARES Act [Member] | |
Notes to Financial Statements | |
Long-term Debt [Text Block] | 7. Paycheck Protection Program On April 24, 2020, 2.5 April 24, 2020 ( two 1.0% No 10 first 10 Under the terms of the CARES Act, the principal and accrued interest under the Note was forgivable after 24 May 2021, nine September 30, 2021. |
Note 8 - 2021 Unsecured Convert
Note 8 - 2021 Unsecured Convertible Debenture | 9 Months Ended |
Sep. 30, 2021 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 8. 2021 On July 14, 2021, 1 one The Convertible Debenture matures on the earlier of July 14, 2023 60 seven not seven December December 31, 2021, The terms of the Convertible Debenture restrict, amongst other things, the amount of additional debt we can incur, as well as the number of Jones Shares we can issue, without the consent of the debentureholder. The terms of the Convertible Debenture also provide that we shall use the principal amount of the Convertible Debenture exclusively for the costs and expenses associated with pursuing and completing the Plan of Arrangement, and for the purpose of expanding our business to the production of cannabis-containing beverages and related products. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation, consolidation and use of estimates The accompanying condensed consolidated balance sheet as of December 31, 2020, September 30, 2021, In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all material adjustments, consisting only of those of a normal and 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. Preparing financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses. Significant items subject to such estimates and assumptions include, but are not not 10 December 31, 2020. |
Going Concern [Policy Text Block] | Liquidity As of September 30, 2021, nine September 30, 2021 2020 We have experienced recurring losses from operations and negative cash flows from operating activities. This situation creates uncertainties about our ability to execute our business plan, finance operations, and indicates substantial doubt about the Company’s ability to continue as a going concern. On July 14, 2021, 1 We believe that the recent financing helps alleviate 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. Therefore, even with these proceeds, we may may 19 may may may 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 may may may not may may may not As of the date of this Report, as a result of our cash on hand as well as the issuance of the Convertible Debenture, we believe that our current cash and cash equivalents will be sufficient to meet the Company’s funding requirements for one |
Seasonal Nature of Business [Policy Text Block] | 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 September. may may not not |
Revenue from Contract with Customer [Policy Text Block] | Revenue recognition Our contracts have a single performance obligation which is satisfied at the point in time when the customer has title and the significant risks and rewards of ownership of the product. Effective March 1, 2021, March 1, 2021, three September 30, 2021 2020, nine September 30, 2021 2020, See Note 1, 10 March 24, 2021 Revenue is recorded net of provisions for discounts, slotting fees payable by us to retailers to stock our products and promotion allowances. Discounts, slotting fees and promotional allowances vary the consideration we are entitled to in exchange for the sale of products to distributors. We estimate these discounts, slotting fees and promotional allowances in the same period that the revenue is recognized for product sales to customers. These estimates are based on contract terms and our historical experience with similar programs and require management judgement with respect to estimating customer participation and performance levels. Differences between estimated expense and actual costs are normally insignificant and are recognized in earnings in the period such differences are determined. The amount of revenue recognized represents the amount that will not September 30, 2021 2020, nine September 30, 2021 2020, All sales to distributors and customers are generally final. In limited instances we may not 30 15 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. We determine the allowance for doubtful accounts based primarily on historical write-off experience. Account balances that are deemed uncollectible are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. Allowances for doubtful accounts of $99,000 and $93,000 as of September 30, 2021 December 31, 2020, September 30, 2021 December 31, 2020. As of September 30, 2021, one December 31, 2020, |
Earnings Per Share, Policy [Policy Text Block] | Net loss per share Basic net loss per share is computed using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is computed by adjusting the weighted average number of common shares by the effective net exercise or conversion of all dilutive securities. Due to the net loss in the quarters ended September 30, 2021 2020, 4 8 September 30, 2021 2020, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements In August 2020, 2020 06, 2020 06” December 15, 2023, 2020 06 In June 2016, 2016 13, 2016 13” first 2023 2016 13 |
Note 2 - Inventory (Tables)
Note 2 - Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | September 30, 2021 December 31, 2020 Finished goods $ 855 $ 1,142 Raw materials 628 714 $ 1,483 $ 1,856 |
Note 3 - Lease Obligations (Tab
Note 3 - Lease Obligations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2021 (remaining) $ 30 2022 122 2023 126 2024 130 2025 22 Total lease payments 430 Less: imputed interest (29 ) Total remaining lease liability $ 401 |
Note 4 - Convertible Subordin_2
Note 4 - Convertible Subordinated Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Schedule of Maturities of Long-term Debt [Table Text Block] | 2021 (remaining) $ - 2022 110 $ 110 |
Note 5 - Shareholders' Equity (
Note 5 - Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Share-based Payment Arrangement, Option, Activity [Table Text Block] | Outstanding Options Number of Shares Weighted Average Exercise Price (Per Share) Balance at January 1, 2021 3,589,783 $ 0.36 Options granted 1,003,450 0.36 Options exercised (797,306 ) 0.37 Options forfeited/expired (596,354 ) 0.49 Balance at September 30, 2021 3,199,573 $ 0.33 Exercisable, September 30, 2021 1,685,462 $ 0.37 Vested and expected to vest 2,748,575 $ 0.34 |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2021 2020 2021 2020 Type of awards: Stock options $ 26 $ 55 $ 107 $ 118 Restricted stock - 2 - 12 $ 26 $ 57 $ 107 $ 130 Income statement account: Selling and marketing $ 5 $ 36 $ 30 $ 52 General and administrative 21 21 77 78 $ 26 $ 57 $ 107 $ 130 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Nine months ended September 30, 2021 2020 Expected dividend yield — — Expected stock price volatility 73.9 % 73.1 % Risk-free interest rate 0.7 % 0.7 % Expected term (in years) 5.8 5.4 Weighted-average grant date fair-value $ 0.23 $ 0.14 |
Note 6 - Segment Information (T
Note 6 - Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Notes Tables | |
Revenue from External Customers by Geographic Areas [Table Text Block] | Three months ended September 30, Year Ended September 30, 2021 2020 2021 2020 Revenue: United States $ 3,496 $ 2,354 $ 8,978 $ 6,783 Canada 1,033 1,134 2,808 2,577 Other countries 36 53 94 71 Total revenue $ 4,565 $ 3,541 $ 11,880 $ 9,431 |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | Jul. 14, 2021USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Jun. 30, 2021 | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Dec. 31, 2020USD ($) |
Number of Operating Subsidiaries | 2 | 2 | |||||
Cash and Cash Equivalents, at Carrying Value, Ending Balance | $ 5,922,000 | $ 5,922,000 | $ 4,614,000 | ||||
Working Capital (Deficit) | 7,300,000 | 7,300,000 | |||||
Net Cash Provided by (Used in) Operating Activities, Total | (702,000) | $ (1,857,000) | |||||
Proceeds from Convertible Debt | $ 1,700,000 | 1,741,000 | |||||
Revenues, Total | 4,565,000 | $ 3,541,000 | 11,880,000 | 9,431,000 | |||
Slotting Fees and Promotional Allowances | $ 377,000 | $ 526,000 | $ 1,200,000 | $ 1,200,000 | |||
Maximum Discount for Customers, Payment Made Within 15 Days | 2.00% | 2.00% | |||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 99,000 | $ 99,000 | 93,000 | ||||
Tangible Asset Impairment Charges, Total | $ 0 | $ 0 | |||||
Share-based Payment Arrangement, Option [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 3,199,573 | 3,355,689 | |||||
Convertible Debt Securities [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 416,341 | 5,302,778 | |||||
Convertible Debenture [Member] | |||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 4,000,000 | 0 | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||||
Number of Major Customers | 1 | ||||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||||||
Concentration Risk, Percentage | 19.00% | 18.00% | |||||
Shipping and Handling [Member] | |||||||
Revenues, Total | $ 36,000 | $ 18,000 | $ 91,000 | $ 54,000 |
Note 2 - Inventory (Details Tex
Note 2 - Inventory (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Inventory Write-down | $ 9,000 | $ 1,000 | $ 25,000 | $ 72,000 |
Note 2 - Inventory - Inventory
Note 2 - Inventory - Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finished goods | $ 855 | $ 1,142 |
Raw materials | 628 | 714 |
Inventory, Net, Total | $ 1,483 | $ 1,856 |
Note 3 - Lease Obligations (Det
Note 3 - Lease Obligations (Details Textual) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)ft² | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Feb. 28, 2020USD ($) | |
Operating Lease, Right-of-Use Asset | $ 392,000 | $ 392,000 | $ 471,000 | |||
Operating Lease, Expense | 42,000 | $ 42,000 | 122,000 | $ 120,000 | ||
Operating Lease, Payments | $ 41,000 | $ 40,000 | $ 119,000 | $ 117,000 | ||
Retail / Office Space in Seattle, Washington [Member] | ||||||
Area of Real Estate Property (Square Foot) | ft² | 6,500 | 6,500 | ||||
Lessee, Operating Lease, Term of Contract (Year) | 5 years | |||||
Operating Lease, Right-of-Use Asset | $ 556,000 | |||||
Lessee, Operating Lease, Discount Rate | 4.00% | 4.00% | ||||
Operating Lease, Weighted Average Remaining Lease Term (Year) | 3 years 5 months 1 day | 3 years 5 months 1 day |
Note 3 - Lease Obligations - An
Note 3 - Lease Obligations - Annual Payments Excluding Management Fees and Other Operations Expenses (Details) $ in Thousands | Sep. 30, 2021USD ($) |
2021 (remaining) | $ 30 |
2022 | 122 |
2023 | 126 |
2024 | 130 |
2025 | 22 |
Total lease payments | 430 |
Less: imputed interest | (29) |
Total remaining lease liability | $ 401 |
Note 4 - Convertible Subordin_3
Note 4 - Convertible Subordinated Notes Payable (Details Textual) - USD ($) | Apr. 18, 2018 | Mar. 23, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Debt Conversion, Original Debt, Amount | $ 1,621,000 | $ 0 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 709,000 | 1,620,000 | |||||
Share Price (in dollars per share) | $ 0.30 | $ 0.36 | |||||
Notes Payable, Related Parties | 10,000 | 10,000 | $ 10,000 | ||||
Conversion of Convertible Notes into Common Stock [Member] | |||||||
Debt Conversion, Original Debt, Amount | $ 590,000 | $ 0 | $ 1,400,000 | $ 0 | |||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 2,216,479 | 5,064,137 | |||||
Convertible Notes [Member] | |||||||
Convertible Subordinated Debt, Total | $ 2,920,000 | $ 2,920,000 | |||||
Debt Instrument, Term (Year) | 4 years | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.32 | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 372,729 | $ 801,000 | |||||
Interest Expense, Debt, Total | 11,000 | 36,000 | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 350,000 | ||||||
Debt Issuance Costs, Gross | $ 137,000 | ||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | $ 1,000 | $ 1,000 | $ 88,000 |
Note 4 - Convertible Subordin_4
Note 4 - Convertible Subordinated Notes Payable - Principal Payments (Details) - Convertible Notes [Member] $ in Thousands | Sep. 30, 2021USD ($) |
2021 (remaining) | $ 0 |
2022 | 110 |
Long-term Debt, Total | $ 110 |
Note 5 - Shareholders' Equity_2
Note 5 - Shareholders' Equity (Details Textual) - USD ($) | Jan. 01, 2020 | Jan. 01, 2018 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 29, 2021 | Jun. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 1,685,462 | |||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 9 months 18 days | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 2,100,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value | $ 1,000,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 797,306 | 0 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 435,000 | |||||
Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 149,824 | |||||
Share-based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in shares) | 17,928 | |||||
Restricted Stock [Member] | Non-employee Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 1 year | |||||
Restricted Stock Units (RSUs) [Member] | Non-employee Directors [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 1 year | |||||
Share-based Payment Arrangement, Expensed and Capitalized, Amount, Total | $ 25,000 | $ 15,000 | ||||
Stock Options and Non-vested Stock [Member] | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 138,000 | |||||
The 2011 Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized (in shares) | 1,300,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Additional Shares Authorized, Percentage of Outstanding Stock | 4.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Percentage of Outstanding Stock Maximum | 10.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 12,084,032 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 4,785,597 | |||||
Common Stock Capital Shares Reserved for Future Issuance Excluding Outstanding Awards (in shares) | 2,500,000 | 4,785,597 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 3,194,573 | |||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 5,694,573 | |||||
The 2011 Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 48 months | |||||
The 2011 Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | Cliff Vesting [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 1 year | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||
The 2011 Incentive Plan [Member] | Share-based Payment Arrangement, Option [Member] | In Equal Monthly [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Month) | 36 months | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 75.00% |
Note 5 - Shareholders' Equity -
Note 5 - Shareholders' Equity - Summary of Stock Option Activity (Details) | 9 Months Ended | |
Sep. 30, 2021$ / sharesshares | Sep. 30, 2020shares | |
Balance, number of shares (in shares) | shares | 3,589,783 | |
Balance, weighted average exercise price (in dollars per share) | $ / shares | $ 0.36 | |
Options granted, number of shares (in shares) | shares | 1,003,450 | |
Options granted, weighted average exercise price (in dollars per share) | $ / shares | $ 0.36 | |
Options exercised, number of shares (in shares) | shares | (797,306) | 0 |
Options exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 0.37 | |
Options forfeited/expired, number of shares (in shares) | shares | (596,354) | |
Options forfeited/expired, weighted average exercise price (in dollars per share) | $ / shares | $ 0.49 | |
Balance, number of shares (in shares) | shares | 3,199,573 | |
Balance, weighted average exercise price (in dollars per share) | $ / shares | $ 0.33 | |
Exercisable, number of shares (in shares) | shares | 1,685,462 | |
Exercisable, weighted average exercise price (in dollars per share) | $ / shares | $ 0.37 | |
Vested and expected to vest, number of shares (in shares) | shares | 2,748,575 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ / shares | $ 0.34 |
Note 5 - Shareholders' Equity_3
Note 5 - Shareholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Stock-based compensation expense | $ 26 | $ 57 | $ 107 | $ 130 |
Selling and Marketing Expense [Member] | ||||
Stock-based compensation expense | 5 | 36 | 30 | 52 |
General and Administrative Expense [Member] | ||||
Stock-based compensation expense | 21 | 21 | 77 | 78 |
Share-based Payment Arrangement, Option [Member] | ||||
Stock-based compensation expense | 26 | 55 | 107 | 118 |
Restricted Stock [Member] | ||||
Stock-based compensation expense | $ 0 | $ 2 | $ 0 | $ 12 |
Note 5 - Shareholders' Equity_4
Note 5 - Shareholders' Equity - Weighted-average Assumptions (Details) - Share-based Payment Arrangement, Option [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Expected dividend yield | 0.00% | 0.00% |
Expected stock price volatility | 73.90% | 73.10% |
Risk-free interest rate | 0.70% | 0.70% |
Expected term (in years) (Year) | 5 years 9 months 18 days | 5 years 4 months 24 days |
Weighted-average grant date fair-value (in dollars per share) | $ 0.23 | $ 0.14 |
Note 6 - Segment Information (D
Note 6 - Segment Information (Details Textual) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Number of Operating Segments | 1 | |||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||
Number of Major Customers | 1 | 1 | 1 | 1 |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||||
Concentration Risk, Percentage | 20.00% | 29.00% | 21.00% | 25.00% |
Note 6 - Segment Information -
Note 6 - Segment Information - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue | $ 4,565 | $ 3,541 | $ 11,880 | $ 9,431 |
UNITED STATES | ||||
Revenue | 3,496 | 2,354 | 8,978 | 6,783 |
CANADA | ||||
Revenue | 1,033 | 1,134 | 2,808 | 2,577 |
Other Countries [Member] | ||||
Revenue | $ 36 | $ 53 | $ 94 | $ 71 |
Note 7 - Paycheck Protection _2
Note 7 - Paycheck Protection Program (Details Textual) - USD ($) | Apr. 24, 2020 | May 31, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Proceeds from Notes Payable, Total | $ 0 | $ 335,000 | ||
Gain (Loss) on Extinguishment of Debt, Total | $ 335,000 | $ 0 | ||
Paycheck Protection Program CARES Act [Member] | ||||
Proceeds from Notes Payable, Total | $ 334,500 | |||
Gain (Loss) on Extinguishment of Debt, Total | $ 334,500 |
Note 8 - 2021 Unsecured Conve_2
Note 8 - 2021 Unsecured Convertible Debenture (Details Textual) - USD ($) | Jul. 14, 2021 | Sep. 30, 2021 | Sep. 30, 2020 |
Proceeds from Convertible Debt | $ 1,700,000 | $ 1,741,000 | |
Jones Special Warrant [Member] | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.625 | ||
Warrants and Rights Outstanding, Term (Month) | 24 months | ||
Unsecured Convertible Debenture to SOL Verano Blocker 1 LLC [Member] | |||
Proceeds from Convertible Debt | $ 2,000,000 | ||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.50 | ||
Convertible Debt Common Shares Issuable per Unit (in shares) | 1 | ||
Convertible Debt Warrants Issuable per Unit (in shares) | 1 | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||
Debt Instrument, Covenant, Event of Default, Interest Rate | 18.00% |