Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 12, 2022 | |
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 | Q1 | |
Document Fiscal Year Focus | 2022 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2022 | |
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 | |
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 | 92,252,188 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 11,856 | $ 4,667 |
Accounts receivable, net of allowance of $111 and $114 | 3,216 | 2,662 |
Inventory | 2,907 | 1,923 |
Prepaid expenses and other current assets | 477 | 358 |
Total current assets | 18,456 | 9,610 |
Fixed assets, net of accumulated depreciation of $373 and $627 | 222 | 238 |
Right of use lease asset | 338 | 365 |
Other assets | 8 | 33 |
Total assets | 19,024 | 10,246 |
Current liabilities: | ||
Accounts payable | 1,735 | 1,239 |
Accrued expenses | 1,526 | 1,544 |
Lease liability, current portion | 111 | 109 |
Taxes payable | 9 | 8 |
Current portion of accrued interest expense | 0 | 55 |
Total current liabilities | 6,273 | 3,585 |
Net convertible subordinated notes payable, net of current portion | 0 | 1,778 |
Lease liability, net of current portion | 237 | 266 |
Total liabilities | 6,510 | 5,629 |
Common stock, no par value: Authorized — 100,000,000; issued and outstanding shares — 92,252,188 shares and 67,840,941 shares, respectively | 85,561 | 76,017 |
Accumulated other comprehensive income | 412 | 396 |
Accumulated deficit | (73,460) | (71,796) |
Total shareholders’ equity | 12,513 | 4,617 |
Total liabilities and shareholders’ equity | 19,024 | 10,246 |
Convertible Subordinated Notes Payable [Member] | ||
Current liabilities: | ||
Convertible notes payable | 2,893 | 92 |
Contingent Convertible Debentures [Member] | ||
Current liabilities: | ||
Convertible notes payable | $ 0 | $ 538 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ / shares in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, allowance | $ 111,000 | $ 114,000 |
Fixed assets, accumulated depreciation | $ 373,000 | $ 627,000 |
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) | 92,252,188 | 67,840,941 |
Common stock, shares outstanding (in shares) | 92,252,188 | 67,840,941 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 4,523 | $ 2,857 |
Cost of goods sold | 3,286 | 2,089 |
Gross profit | 1,237 | 768 |
Operating expenses: | ||
Selling and marketing | 1,143 | 661 |
General and administrative | 1,522 | 756 |
Total operating expenses | 2,665 | 1,417 |
Loss from operations | (1,428) | (649) |
Interest income | 2 | 1 |
Interest expense | (231) | (60) |
Other income (expense), net | 0 | (7) |
Loss before income taxes | 1,657 | 715 |
Income tax expense, net | (7) | (4) |
Net loss | $ (1,664) | $ (719) |
Net loss per share - basic and diluted (in dollars per share) | $ (0.02) | $ (0.01) |
Weighted average common shares outstanding - basic and diluted (in shares) | 77,721,719 | 63,156,112 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Net loss | $ (1,664) | $ (719) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | 16 | 8 |
Total comprehensive loss | $ (1,648) | $ (711) |
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, 2020 | 61,975,748 | |||
Balance at Dec. 31, 2020 | $ 73,953 | $ 411 | $ (69,985) | $ 4,379 |
Share based compensation (in shares) | 25,000 | |||
Share based compensation | $ 53 | 0 | 0 | 53 |
Common stock issued upon conversion of notes payable (in shares) | 2,385,058 | |||
Common stock issued upon conversion of notes payable | $ 763 | 0 | 0 | 763 |
Issuance of common stock upon exercise of stock options | 9 | 0 | 0 | 9 |
Beneficial conversion feature on paid-in-kind interest | 2 | 0 | 0 | 2 |
Net income (loss) | 0 | 0 | (719) | (719) |
Other comprehensive income (loss) | $ 0 | 8 | 0 | 8 |
Balance (in shares) at Mar. 31, 2021 | 64,385,806 | |||
Balance at Mar. 31, 2021 | $ 74,780 | 419 | (70,704) | $ 4,495 |
Balance (in shares) at Dec. 31, 2021 | 67,840,941 | 67,840,941 | ||
Balance at Dec. 31, 2021 | $ 76,017 | 396 | (71,796) | $ 4,617 |
Share based compensation | $ 268 | 0 | 0 | 268 |
Common stock issued upon conversion of notes payable (in shares) | 4,411,199 | |||
Common stock issued upon conversion of notes payable | $ 2,124 | 0 | 0 | 2,124 |
Net income (loss) | 0 | 0 | (1,664) | (1,664) |
Other comprehensive income (loss) | $ 0 | 16 | 0 | 16 |
Common stock and warrants issued, net of closing costs of $848 (in shares) | 20,000,048 | |||
Common stock and warrants issued, net of closing costs of $848 | $ 7,152 | $ 7,152 | ||
Balance (in shares) at Mar. 31, 2022 | 92,252,188 | 92,252,188 | ||
Balance at Mar. 31, 2022 | $ 85,561 | $ 412 | $ (73,460) | $ 12,513 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (Parentheticals) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Net of closing costs | $ 848 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
OPERATING ACTIVITIES: | |||
Net loss | $ (1,664,000) | $ (719,000) | |
Adjustments to reconcile net loss to net cash flows from | |||
Depreciation and amortization | 247,000 | 68,000 | |
Stock-based compensation | 268,000 | 53,000 | |
Change in allowance for doubtful accounts | (3,000) | (22,000) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (545,000) | (229,000) | |
Inventory | (982,000) | 86,000 | |
Prepaid expenses and other current assets | (119,000) | (72,000) | |
Other assets | 25,000 | 0 | |
Accounts payable | 496,000 | (260,000) | |
Accrued expenses | (66,000) | 51,000 | |
Taxes payable | 1,000 | (1,000) | |
Other liabilities | 1,000 | 2,000 | |
Net cash used in operating activities | (2,341,000) | (1,043,000) | |
INVESTING ACTIVITIES: | |||
Purchase of fixed assets | 0 | (14,000) | |
Net cash used in investing activities | 0 | (14,000) | |
FINANCING ACTIVITIES: | |||
Proceeds from exercise of stock options | 0 | 9,000 | |
Proceeds from issuance of common stock and warrants, net | 7,152,000 | 0 | |
Net cash provided by financing activities | 9,506,000 | 9,000 | |
Net change in cash and cash equivalents | 7,166,000 | (1,048,000) | |
Effect of exchange rate changes on cash | 24,000 | 11,000 | |
Cash and cash equivalents, beginning of period | 4,667,000 | 4,614,000 | $ 4,614,000 |
Cash and cash equivalents, end of period | 11,856,000 | 3,577,000 | $ 4,667,000 |
Supplemental disclosure: | |||
Interest | 47,000 | 0 | |
Income taxes | 6,000 | 6,000 | |
Supplemental disclosure of non-cash transactions: | |||
Conversion of notes payable | 2,124,000 | 763,000 | |
Recognition of lease liability and right-of-use asset | 0 | 0 | |
Beneficial conversion feature on convertible notes and accrued interest | 0 | 2,000 | |
Convertible Subordinated Notes Payable [Member] | |||
FINANCING ACTIVITIES: | |||
Proceeds from issuance of convertible notes | $ 2,354,000 | $ 0 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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. In addition, following the closing of the Plan of Arrangement, we intend to use the proceeds from our recent financings exclusively for the purpose of expanding our business to the production of cannabis-containing beverages and related products. We are a Washington corporation and have four Basis of presentation, consolidation and use of estimates The accompanying condensed consolidated balance sheet as of December 31, 2021, March 31, 2022, 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, 2021. Liquidity As of March 31, 2022 December 31 2021, three March 31, 2022 2021 March 31, 2022 December 31, 2021. During the three March 31, 2022, 4 February 9, 2023 ( April 1, 2022 Additionally, upon the consummation of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement”) with Pinestar Gold Inc. (“Pinestar”) the Company received $7.1 million in net proceeds from a subscription receipt offering completed by Pinestar (the “Pinestar Subscription Receipt Offering”) prior to the Plan of Arrangement. The Plan of Arrangement resulted in issuance of an aggregate of 20,000,048 shares of the Company’s common stock (the “Jones Shares”) which were issued in exchange for all ofthe outstanding common shares of Pinestar (the “Pinestar Shares”), including the Pinestar Shares issued in connection with the Pinestar Subscription Receipt Offering, on a one one During the three March 31, 2022 2021, may may We intend to continually monitor and adjust our operating plan as necessary to respond to developments in our business, our markets and the broader economy. In addition, the continuation of the COVID- 19 may may As of the date of this Report, as a result of our cash on hand, 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. Title and the significant risk and rewards of ownership are deemed to transfer when products are loaded onto a truck for shipment or Free on Board (“FOB”) shipping point. We primarily receive fixed consideration for sales of product, subject to adjustment as described below. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue, and totaled $32,000 and $15,000 for the three March 31, 2022 2021, See Note 1, 10 March 14, 2022 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 March 31, 2022 2021, 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 $111,000 and $114,000 as of March 31, 2022 December 31, 2021, No March 31, 2022 December 31, 2021. As of March 31, 2022 December 31, 2021, one 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 March 31, 2022 2021, 4 4 0, March 31, 2022 2021, 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 | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | 2. Inventory Inventory consisted of the following (in thousands): March 31, 2022 December 31, 2021 Finished goods $ 2,051 $ 1,361 Raw materials 856 562 $ 2,907 $ 1,923 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 March 31, 2022 2021, |
Note 3 - Lease Obligations
Note 3 - Lease Obligations | 3 Months Ended |
Mar. 31, 2022 | |
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. March 31, 2022, During the quarters ended March 31, 2022 2021, March 31, 2022 2021, 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 March 31, 2022, December 31 2022 $ 92 2023 126 2024 130 2025 22 Total lease payments 370 Less: imputed interest (22 ) Total remaining lease liability $ 348 |
Note 4 - Convertible Debentures
Note 4 - Convertible Debentures | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Convertible Subordinated Notes Payable [Text Block] | 4. Convertible Debentures 2018 On March 23, 2018, April 18, 2018, “2018 The 2018 four March 23, 2022, April 18, 2022. 2018 2018 $0.32 No The 2018 During the quarter ended March 31 2022, 2018 2018 2018 March 31, 2022. March 31, 2021, three March 31, 2021. The fair value of our common stock on the March 23, 2018, 2018 2018 April 18, 2018, 2018 not 2018 March 23, 2018 2018 2018 March 31, 2022 2021, March 31, 2022 2021. March 31, 2022, April 2022. 2021 On July 14, 2021, July 14, 2023 ( “2021 1 one one one 2021 1 December 31, 2021. The closing of the Plan of Arrangement resulted in the automatic conversion of the 2021 2021 2022 On February 9, 2022, February 9, 2023 ( $0.50 February 9, 2023 ( 3.00% April 1, 2022 December 31, 2021 $3,000,000 March 31, 2022. |
Note 5 - Shareholders' Equity
Note 5 - Shareholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, Under the terms of the Plan, the Board may may ten first one one March 31, 2022, 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, 2022 3,405,511 $ 0.25 Options granted 625,648 0.37 Options forfeited/expired (74,074 ) 0.45 Balance at March 31, 2022 3,957,085 $ 0.27 Exercisable, March 31, 2022 3,085,511 $ 0.22 Vested and expected to vest 3,708,291 $ 0.26 Number of Shares Weighted Average Exercise Price Balance at January 1, 2021 3,589,783 $ 0.36 Options granted 998,450 0.36 Options exercised (25,000 ) 0.34 Balance at March 31, 2021 4,563,233 $ 0.36 Exercisable, March 31, 2021 2,880,121 $ 0.39 Vested and expected to vest 4,070,942 $ 0.38 As mentioned above, our stock option plan does allow for the granting of restricted stock options. However, there was no three March 31, 2022 2021. As of January 1, 2020, first first January first $25,000 first first (b) 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 March 31, 2022, The following table summarizes the stock-based compensation expense (in thousands): Three months ended March 31, 2022 2021 Stock options: $ 268 $ 53 Income statement account: Selling and marketing $ 91 $ 19 General and administrative 177 34 $ 268 $ 53 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 March 31, 2022 2021 Expected dividend yield — — Expected stock price volatility 78.3 % 73.9 % Risk-free interest rate 1.7 % 0.7 % Expected term (in years) 5.9 5.8 Weighted-average grant date fair-value $ 0.37 $ 0.23 The aggregate intrinsic value of stock options outstanding at March 31, 2022 no three March 31, 2022. three March 31, 2021. (c) Closing of the Pinestar Gold Inc. - Plan of Arrangement: On February 15, 2022, one one In connection with the Plan of Arrangement, Pinestar completed the Pinestar Subscription Receipt Offering for aggregate net proceeds of $7,152,000, at a price per subscription receipt equal to $0.50. As part of the closing of the Plan of Arrangement, each such subscription receipt automatically converted into one one 1:1 The issuance of Jones Shares to the holders of Pinestar Shares (including Pinestar Shares received upon the conversion of the subscription receipts issued in the Pinestar Subscription Receipt Offering) in the Plan of Arrangement was exempt from the registration requirements under the United States Securities Act of 1933, 3 10 one |
Note 6 - Segment Information
Note 6 - Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | 6. Segment Information We have one Three months ended March 31, 2022 2021 Revenue: United States $ 3,630 $ 2,260 Canada 893 580 Other countries - 17 Total revenue $ 4,523 $ 2,857 During the three March 31, 2022 2021, |
Note 7 - Subsequent Events
Note 7 - Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | 7. Subsequent Events On April 16, 2022, Pursuant to the terms of the LOI, SBBC agreed to purchase 100% of the issued and outstanding Jones Shares at a deemed value of $0.75 per Jones Share, payable in fully paid and non-assessable common shares of SBBC (“SBBC Shares”) based on a price per SBBC Share equal to $3.65. In addition, SBBC will assume all outstanding debt of the Company and exchange any dilutive securities of the Company for materially similar securities of SBBC based on an implied ratio of 0.20548 SBBC Shares for each one 1 Each of the Company and SBBC agreed to conduct a due diligence investigation of the shares, share capital, prospects, business, assets, contracts, operations, records, rights, liabilities and obligations of the other, including financial, marketing, employee, legal, regulatory and environmental matters. (“Due Diligence Investigation”). Further, the Company and SBBC agreed that they will each have a 30 The SBBC Transaction is subject to a number of terms and conditions, including, but not June 30, 2022 ( may 5% 15% Each of the Company and SBBC may third not not The LOI also contains customary confidentiality, mutual exclusivity and standstill provisions. In accordance with the terms of the LOI, upon completion of the Transaction, SBBC intends to change its name to "Jones Soda" or some derivation thereof and the board of directors of the combined company is intended to consist of the members of the Company’s current board of directors plus an additional director to be named by SBBC. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021, March 31, 2022, 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, 2021. |
Going Concern [Policy Text Block] | Liquidity As of March 31, 2022 December 31 2021, three March 31, 2022 2021 March 31, 2022 December 31, 2021. During the three March 31, 2022, 4 February 9, 2023 ( April 1, 2022 Additionally, upon the consummation of a statutory plan of arrangement under the Business Corporations Act (British Columbia) (the “Plan of Arrangement”) with Pinestar Gold Inc. (“Pinestar”) the Company received $7.1 million in net proceeds from a subscription receipt offering completed by Pinestar (the “Pinestar Subscription Receipt Offering”) prior to the Plan of Arrangement. The Plan of Arrangement resulted in issuance of an aggregate of 20,000,048 shares of the Company’s common stock (the “Jones Shares”) which were issued in exchange for all ofthe outstanding common shares of Pinestar (the “Pinestar Shares”), including the Pinestar Shares issued in connection with the Pinestar Subscription Receipt Offering, on a one one During the three March 31, 2022 2021, may may We intend to continually monitor and adjust our operating plan as necessary to respond to developments in our business, our markets and the broader economy. In addition, the continuation of the COVID- 19 may may As of the date of this Report, as a result of our cash on hand, 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. Title and the significant risk and rewards of ownership are deemed to transfer when products are loaded onto a truck for shipment or Free on Board (“FOB”) shipping point. We primarily receive fixed consideration for sales of product, subject to adjustment as described below. Shipping and handling amounts paid by customers are primarily for online orders, and are included in revenue, and totaled $32,000 and $15,000 for the three March 31, 2022 2021, See Note 1, 10 March 14, 2022 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 March 31, 2022 2021, 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 $111,000 and $114,000 as of March 31, 2022 December 31, 2021, No March 31, 2022 December 31, 2021. As of March 31, 2022 December 31, 2021, one |
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 March 31, 2022 2021, 4 4 0, March 31, 2022 2021, |
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) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | March 31, 2022 December 31, 2021 Finished goods $ 2,051 $ 1,361 Raw materials 856 562 $ 2,907 $ 1,923 |
Note 3 - Lease Obligations (Tab
Note 3 - Lease Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2022 $ 92 2023 126 2024 130 2025 22 Total lease payments 370 Less: imputed interest (22 ) Total remaining lease liability $ 348 |
Note 5 - Shareholders' Equity (
Note 5 - Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022 3,405,511 $ 0.25 Options granted 625,648 0.37 Options forfeited/expired (74,074 ) 0.45 Balance at March 31, 2022 3,957,085 $ 0.27 Exercisable, March 31, 2022 3,085,511 $ 0.22 Vested and expected to vest 3,708,291 $ 0.26 Number of Shares Weighted Average Exercise Price Balance at January 1, 2021 3,589,783 $ 0.36 Options granted 998,450 0.36 Options exercised (25,000 ) 0.34 Balance at March 31, 2021 4,563,233 $ 0.36 Exercisable, March 31, 2021 2,880,121 $ 0.39 Vested and expected to vest 4,070,942 $ 0.38 |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block] | Three months ended March 31, 2022 2021 Stock options: $ 268 $ 53 Income statement account: Selling and marketing $ 91 $ 19 General and administrative 177 34 $ 268 $ 53 |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Three months ended March 31, 2022 2021 Expected dividend yield — — Expected stock price volatility 78.3 % 73.9 % Risk-free interest rate 1.7 % 0.7 % Expected term (in years) 5.9 5.8 Weighted-average grant date fair-value $ 0.37 $ 0.23 |
Note 6 - Segment Information (T
Note 6 - Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Notes Tables | |
Revenue from External Customers by Geographic Areas [Table Text Block] | Three months ended March 31, 2022 2021 Revenue: United States $ 3,630 $ 2,260 Canada 893 580 Other countries - 17 Total revenue $ 4,523 $ 2,857 |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | Feb. 15, 2022shares | Mar. 31, 2022USD ($)shares | Mar. 31, 2021USD ($)shares | Dec. 31, 2021USD ($) | Feb. 09, 2022 |
Number of Wholly-Owned Operating Subsidiaries | 4 | ||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 11,856,000 | $ 4,667,000 | |||
Working Capital (Deficit) | 12,200,000 | 6,000,000 | |||
Net Cash Provided by (Used in) Operating Activities, Total | (2,341,000) | $ (1,043,000) | |||
Proceeds from Stock Options Exercised | 0 | 9,000 | |||
Revenues, Total | 4,523,000 | 2,857,000 | |||
Slotting Fees and Promotional Allowances | $ 308,000 | 350,000 | |||
Maximum Discount for Customers, Payment Made Within 15 Days | 2.00% | ||||
Accounts Receivable, Allowance for Credit Loss, Current | $ 111,000 | $ 114,000 | |||
Liability for Uncertainty in Income Taxes, Current | $ 4,000,000 | $ 0 | |||
Share-Based Payment Arrangement, Option [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 3,957,085 | 4,563,233 | |||
Convertible Debt Securities [Member] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | shares | 38,662 | 3,040,707 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Number of Major Customers | 1 | 1 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | One Customer [Member] | |||||
Concentration Risk, Percentage | 19.00% | 19.00% | |||
Shipping and Handling [Member] | |||||
Revenues, Total | $ 32,000 | $ 15,000 | |||
Contingent Convertible Debentures [Member] | |||||
Debt Instrument, Face Amount | $ 3,000,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% | |||
Pinestar Subscription Receipt Offering [Member] | |||||
Proceeds from a Subscription Receipt, Net | $ 7,100,000 | ||||
Stock Issued During Period, Shares, New Issues (in shares) | shares | 20,000,048 |
Note 2 - Inventory (Details Tex
Note 2 - Inventory (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory Write-down | $ 12,000 | $ 8,000 |
Note 2 - Inventory - Inventory
Note 2 - Inventory - Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finished goods | $ 2,051 | $ 1,361 |
Raw materials | 856 | 562 |
Inventory, Net, Total | $ 2,907 | $ 1,923 |
Note 3 - Lease Obligations (Det
Note 3 - Lease Obligations (Details Textual) | 3 Months Ended | |||
Mar. 31, 2022USD ($)ft² | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Feb. 28, 2020USD ($) | |
Operating Lease, Right-of-Use Asset | $ 338,000 | $ 365,000 | ||
Operating Lease, Expense | 43,000 | $ 42,000 | ||
Operating Lease, Payments | $ 43,000 | $ 40,000 | ||
Retail / Office Space in Seattle, Washington [Member] | ||||
Area of Real Estate Property (Square Foot) | ft² | 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% | |||
Operating Lease, Weighted Average Remaining Lease Term (Year) | 2 years 11 months 1 day |
Note 3 - Lease Obligations - An
Note 3 - Lease Obligations - Annual Payments Excluding Management Fees and Other Operations Expenses (Details) $ in Thousands | Mar. 31, 2022USD ($) |
2022 | $ 92 |
2023 | 126 |
2024 | 130 |
2025 | 22 |
Total lease payments | 370 |
Less: imputed interest | (22) |
Total remaining lease liability | $ 348 |
Note 4 - Convertible Debentur_2
Note 4 - Convertible Debentures (Details Textual) - USD ($) | Feb. 09, 2022 | Jul. 14, 2021 | Apr. 18, 2018 | Mar. 23, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 |
Debt Conversion, Original Debt, Amount | $ 2,124,000 | $ 763,000 | |||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 2,124,000 | 763,000 | |||||
Share Price (in dollars per share) | $ 0.30 | $ 0.36 | |||||
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 | ||||||
Plan of Arrangement Warrant Conversion [Member] | |||||||
Class of Warrant or Right, Exercised (in shares) | 4,025,035 | ||||||
Conversion of Convertible Notes into Common Stock [Member] | |||||||
Debt Conversion, Original Debt, Amount | $ 100,000 | $ 650,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 386,164 | 2,385,058 | |||||
Plan of Arrangement Conversion [Member] | |||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.50 | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in shares) | 4,025,035 | ||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 2,000,000 | ||||||
Convertible Notes [Member] | |||||||
Convertible Subordinated Debt, Total | $ 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 | 124,000 | $ 763,000 | |||||
Interest Expense, Debt, Total | 24,000 | 22,000 | |||||
Debt Instrument, Convertible, Beneficial Conversion Feature | $ 350,000 | ||||||
Debt Issuance Costs, Gross | $ 137,000 | ||||||
Debt Instrument, Unamortized Discount (Premium), Net, Total | 1,000 | 47,000 | |||||
Notes Payable, Related Parties | 10,000 | $ 824,000 | |||||
Long-Term Debt, Maturity, Year One | $ 10,000 | ||||||
Unsecured Convertible Debenture to SOL Verano Blocker 1 LLC [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ 0.50 | ||||||
Proceeds from Convertible Debt | $ 2,000,000 | ||||||
Convertible Debt Common Shares Issuable per Unit (in shares) | 1 | ||||||
Convertible Debt Warrants Issuable per Unit (in shares) | 1 | ||||||
Interest Payable | $ 47,000 | ||||||
Unsecured Convertible Debenture 2022 [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||
Contingent Convertible Debentures [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% | |||||
Debt Issuance Costs, Gross | $ 108,000 | ||||||
Proceeds from Convertible Debt | $ 3,000,000 | $ 538,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.50 |
Note 5 - Shareholders' Equity_2
Note 5 - Shareholders' Equity (Details Textual) - USD ($) | Feb. 15, 2022 | Jan. 01, 2020 | Jan. 01, 2018 | Mar. 31, 2022 | Mar. 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number (in shares) | 3,085,511 | 2,880,121 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 681,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ 662,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 0 | 25,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 2,700 | ||||||
Pinestar Subscription Receipt Offering [Member] | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 20,000,048 | ||||||
Proceeds from Issuance or Sale of Equity, Total | $ 7,152,000 | ||||||
Shares Issued, Price Per Share (in dollars per share) | $ 0.50 | ||||||
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 | ||||||
Stock Options and Non-vested Stock [Member] | |||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 355,000 | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 10 months 24 days | ||||||
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) | 9,798,435 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares) | 1,737,488 | 4,785,597 | |||||
Common Stock Capital Shares Reserved for Future Issuance Excluding Outstanding Awards (in shares) | 2,500,000 | ||||||
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) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Balance, number of shares (in shares) | 3,405,511 | 3,589,783 |
Balance, weighted average exercise price (in dollars per share) | $ 0.25 | $ 0.36 |
Options granted, number of shares (in shares) | 625,648 | 998,450 |
Options granted, weighted average exercise price (in dollars per share) | $ 0.37 | $ 0.36 |
Options forfeited/expired, number of shares (in shares) | (74,074) | |
Options forfeited/expired, weighted average exercise price (in dollars per share) | $ 0.45 | |
Balance, number of shares (in shares) | 3,957,085 | 4,563,233 |
Balance, weighted average exercise price (in dollars per share) | $ 0.27 | $ 0.36 |
Exercisable, number of shares (in shares) | 3,085,511 | 2,880,121 |
Exercisable, weighted average exercise price (in dollars per share) | $ 0.22 | $ 0.39 |
Vested and expected to vest, number of shares (in shares) | 3,708,291 | 4,070,942 |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 0.26 | $ 0.38 |
Options exercised, number of shares (in shares) | 0 | (25,000) |
Options exercised, weighted average exercise price (in dollars per share) | $ 0.34 |
Note 5 - Shareholders' Equity_3
Note 5 - Shareholders' Equity - Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Stock-based compensation expense | $ 268 | $ 53 |
Selling and Marketing Expense [Member] | ||
Stock-based compensation expense | 91 | 19 |
General and Administrative Expense [Member] | ||
Stock-based compensation expense | 177 | 34 |
Share-Based Payment Arrangement, Option [Member] | ||
Stock-based compensation expense | $ 268 | $ 53 |
Note 5 - Shareholders' Equity_4
Note 5 - Shareholders' Equity - Weighted-average Assumptions (Details) - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Expected dividend yield | 0.00% | 0.00% |
Expected stock price volatility | 78.30% | 73.90% |
Risk-free interest rate | 1.70% | 0.70% |
Expected term (in years) (Year) | 5 years 10 months 24 days | 5 years 9 months 18 days |
Weighted-average grant date fair-value (in dollars per share) | $ 0.37 | $ 0.23 |
Note 6 - Segment Information (D
Note 6 - Segment Information (Details Textual) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Number of Operating Segments | 1 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Number of Major Customers | 1 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | One Customer [Member] | ||
Concentration Risk, Percentage | 21.00% | 20.00% |
Note 6 - Segment Information -
Note 6 - Segment Information - Geographic Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 4,523 | $ 2,857 |
UNITED STATES | ||
Revenue | 3,630 | 2,260 |
CANADA | ||
Revenue | 893 | 580 |
Other Countries [Member] | ||
Revenue | $ 0 | $ 17 |
Note 7 - Subsequent Events (Det
Note 7 - Subsequent Events (Details Textual) - Simply Better Brands Corp [Member] - Subsequent Event [Member] - Jones Soda [Member] | Apr. 16, 2022USD ($)$ / shares |
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
Business Acquisition, Share Price (in dollars per share) | $ / shares | $ 0.75 |
Business Acquisition, Price Per Acquirer Share Issued (in dollars per share) | $ / shares | $ 3.65 |
Implied Ratio | 0.20548 |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ | $ 98,902,257 |
Maximum Reimbursement, Expenses Incurred | $ | $ 500,000 |