Reed's (REED) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 01, 2017
Document And Entity Information
Entity Registrant Name	REED'S, INC.
Entity Central Index Key	1,140,215
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		15,286,258
Trading Symbol	REED
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current assets:
Cash	$ 348,000	$ 451,000
Trade accounts receivable, net of allowance for doubtful accounts and returns and discounts of $378,000 and $256,000, respectively	3,188,000	2,485,000
Inventory, net of reserve for obsolescence of $290,000 and $115,000, respectively	7,815,000	6,885,000
Prepaid and other current assets	301,000	500,000
Total Current Assets	11,652,000	10,321,000
Property and equipment, net of accumulated depreciation of $5,280,000 and $4,863,000, respectively	4,089,000	7,726,000
Equipment held for sale, net of reserve of $2,000,000	2,465,000
Brand names	805,000	805,000
Total assets	19,011,000	18,852,000
Current liabilities:
Accounts payable	6,992,000	5,959,000
Accrued expenses	181,000	215,000
Advances from officers	277,000
Line of credit	5,153,000	4,384,000
Current portion of long term financing obligations	214,000	190,000
Current portion of capital leases payable	194,000	183,000
Current portion of bank notes	953,000	953,000
Total current liabilities	13,964,000	11,884,000
Other long term liabilities
Long term financing obligation, less current portion, net of discount of $742,000 and $825,000, respectively	1,283,000	1,363,000
Capital leases payable, less current portion	286,000	438,000
Bank notes, net of discount $0 and $78,000, respectively	6,182,000	5,919,000
Convertible note, net of discount $2,833,000 and $0, respectively	748,000
Warrant liability	74,000	775,000
Other long term liabilities	117,000	130,000
Total Liabilities	22,654,000	20,509,000
Stockholders' Deficiency
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding	94,000	94,000
Common stock, $.0001 par value, 40,000,000 shares authorized, 15,286,258 and 13,982,230 shares outstanding	1,000	1,000
Additional paid in capital	35,447,000	29,971,000
Accumulated deficit	(39,185,000)	(31,723,000)
Total stockholders' deficiency	(3,643,000)	(1,657,000)
Total liabilities and stockholders' deficiency	$ 19,011,000	$ 18,852,000

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Trade accounts receivable, allowance for doubtful accounts and returns and discounts	$ 378,000	$ 256,000
Inventory, reserve for obsolescence net	290,000	115,000
Property and equipment, accumulated depreciation	5,280,000	4,863,000
Equipment held for sale, net of reserve	2,000,000
Long term financing obligation, discount	742,000	825,000
Bank notes, discount	0	78,000
Convertible note, discount	$ 2,833,000	$ 0
Series A Convertible Preferred stock, par value	$ 10	$ 10
Series A Convertible Preferred stock, shares authorized	500,000	500,000
Series A Convertible Preferred stock, shares issued	9,411	9,411
Series A Convertible Preferred stock, shares outstanding	9,411	9,411
Common stock, par value	$ .0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares outstanding	15,286,258	13,982,230

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
Net Sales	$ 10,887,000	$ 12,329,000	$ 28,046,000	$ 33,326,000
Cost of goods sold	8,825,000	9,443,000	23,216,000	25,945,000
Gross profit	2,062,000	2,886,000	4,830,000	7,381,000
Operating expenses:
Delivery and handling expenses	1,119,000	901,000	2,731,000	2,815,000
Selling and marketing expense	828,000	918,000	2,344,000	2,911,000
General and administrative expense	1,105,000	871,000	3,402,000	3,007,000
Impairment of assets	2,000,000		2,000,000
Total operating expenses	5,052,000	2,690,000	10,477,000	8,733,000
Income/(loss) from operations	(2,990,000)	196,000	(5,647,000)	(1,352,000)
Interest expense	(757,000)	(415,000)	(2,270,000)	(1,239,000)
Financing costs and warrant modification	(1,798,000)		(2,776,000)
Change in fair value of warrant liability	(72,000)		3,236,000
Net loss – basic and diluted	(5,617,000)	(219,000)	(7,457,000)	(2,591,000)
Preferred Stock Dividends			(5,000)	(5,000)
Net loss attributable to common stockholders	$ (5,617,000)	$ (219,000)	$ (7,462,000)	$ (2,596,000)
Weighted average number of shares outstanding - basic and diluted	15,033,083	13,908,247	14,336,375	13,504,223
Loss per share - basic and diluted	$ (0.37)	$ (0.02)	$ (0.52)	$ (0.19)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Deficiency (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2017
Common Stock [Member]
Balance		$ 1,000
Balance, Shares		13,982,230
Fair value of vesting of options to employees and directors
Fair value of common shares issued for services
Fair value of common shares issued for services, shares		62,365
Common shares issued upon exercise of warrants, net
Common shares issued upon exercise of warrants, net, shares		1,122,376
Extinguishment of warrant liability
Fair value of warrants issued for financing costs
Common shares issued for cash
Common shares issued for cash, shares		117,647
Preferred dividends paid in Common stock
Preferred dividends paid in Common stock, shares		1,640
Net loss
Balance	$ 1,000	$ 1,000
Balance, Shares	15,286,258	15,286,258
Preferred Stock [Member]
Balance		$ 94,000
Balance, Shares		9,411
Fair value of vesting of options to employees and directors
Common shares issued upon exercise of warrants, net
Extinguishment of warrant liability
Fair value of warrants issued for financing costs
Common shares issued for cash
Preferred dividends paid in Common stock
Net loss
Balance	$ 94,000	$ 94,000
Balance, Shares	9,411	9,411
Additional Paid In Capital [Member]
Balance		$ 29,971,000
Fair value of vesting of options to employees and directors		199,000
Fair value of common shares issued for services		99,000
Common shares issued upon exercise of warrants, net		1,650,000
Extinguishment of warrant liability		2,634,000
Fair value of warrants issued for financing costs		689,000
Common shares issued for cash		200,000
Preferred dividends paid in Common stock		5,000
Net loss
Balance	$ 35,447,000	35,447,000
Accumulated Deficit [Member]
Balance		(31,723,000)
Fair value of vesting of options to employees and directors
Common shares issued upon exercise of warrants, net
Extinguishment of warrant liability
Fair value of warrants issued for financing costs
Common shares issued for cash
Preferred dividends paid in Common stock		(5,000)
Net loss		(7,457,000)
Balance	(39,185,000)	(39,185,000)
Balance		(1,657,000)
Fair value of vesting of options to employees and directors		199,000
Fair value of common shares issued for services		99,000
Common shares issued upon exercise of warrants, net		1,650,000
Extinguishment of warrant liability		2,634,000
Fair value of warrants issued for financing costs		689,000
Common shares issued for cash		200,000
Preferred dividends paid in Common stock
Net loss	(5,617,000)	(7,457,000)
Balance	$ (3,643,000)	$ (3,643,000)

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash flows from operating activities:
Net loss	$ (7,457,000)	$ (2,591,000)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	430,000	503,000
Amortization	728,000	186,000
Fair value of vested stock options issued to employees	199,000	449,000
Fair value of common stock issued for services	99,000
(Decrease) increase in allowance for doubtful accounts	122,000	(100,000)
Reserve for impairment on equipment held for sale	2,000,000
Fair value of warrants issued as financing cost	908,000
Modification cost of warrants	1,868,000
Change in fair value of warrant liability	(3,236,000)
Changes in operating assets and liabilities:
Accounts receivable	(825,000)	(61,000)
Inventory	(930,000)	122,000
Prepaid expenses and other assets	199,000	6,000
Accounts payable	1,033,000	(301,000)
Accrued expenses	176,000	182,000
Other long term liabilities	(43,000)
Net cash used in operating activities	(4,729,000)	(1,605,000)
Cash flows from investing activities:
Purchase of property and equipment	(535,000)	(585,000)
Net cash used in investing activities	(535,000)	(585,000)
Cash flows from financing activities:
Net borrowings (repayments) on advances from officers	277,000
Proceeds from sale of common stock	200,000	2,230,000
Proceeds from stock option and warrant exercises	1,650,000	45,000
Principal payments on capital expansion loan	(538,000)	(168,000)
Proceeds from issuance of convertible note	3,083,000
Principal repayments on long term financial obligation	(139,000)	(117,000)
Principal repayments on capital lease obligation	(141,000)	(131,000)
Net borrowings (repayments) on existing line of credit	769,000	462,000
Net cash provided by financing activities	5,161,000	2,321,000
Net (decrease) increase  in cash	(103,000)	131,000
Cash at beginning of period	451,000	1,816,000
Cash at end of period	348,000	1,947,000
Supplemental disclosures of cash flow information:
Interest	2,074,000	843,000
Non Cash Investing and Financing Activities
Property and equipment acquired through capital expansion loan	723,000	1,307,000
Property and equipment acquired through capital lease obligations		86,000
Reclass of property to equipment held for sale	4,465,000
Fair value of warrants granted as debt discount	3,083,000	54,000
Dividends payable in common stock	5,000	5,000
Extinguishment of warrant liability	$ 2,634,000

Basis of Presentation and Liqui

Basis of Presentation and Liquidity	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Basis of Presentation and Liquidity	1. Basis of Presentation and Liquidity The accompanying interim condensed financial statements are unaudited, but in the opinion of management of Reed’s, Inc. (the “Company”), contain all adjustments, which include normal recurring adjustments necessary to present fairly the financial position at September 30, 2017 and the results of operations and cash flows for the Three and Nine Months Ended September 30, 2017 and 2016. The balance sheet as of December 31, 2016 is derived from the Company’s audited financial statements. Certain information and footnote disclosures normally included in financial statements that have been prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, although management of the Company believes that the disclosures contained in these condensed financial statements are adequate to make the information presented herein not misleading. For further information, refer to the financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 24, 2017. The results of operations for the Nine Months ended September 30, 2017 are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2017. Liquidity The accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern. Such assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business. For the Nine Months ended September 30, 2017 the Company recorded a net loss of $7,457,000 and used cash from operations of $4,729,000. As of September 30, 2017, we had a stockholder’s deficit of $3,643,000 and working capital deficit of $2,312,000 compared to stockholder’s deficit of $1,657,000 and working capital deficit of $1,563,000 at December 31, 2016. As of September 30, 2017, the Company had a cash balance of $348,000 and had available borrowing on our existing line of credit of $305,000. Furthermore, the Company has bank loans of $12,288,000 due to its major lender that become due October 21, 2018 as discussed in Note 7. We believe that the Company currently has the necessary working capital to support existing operations for at least the next twelve months. The Company believes that we will be successful in renewing or renegotiating the PMC loans and/or other debt. But, there are no assurances that this refinancing will be completed. We anticipate that our primary capital source will be positive cash flow from operations. We believe we can achieve positive cash flow by a combination of achieving our sales goals and implementing cost reductions. Historically, we have financed our operations primarily through private sales of common stock, preferred stock, convertible debt, lines of credit and cash generated from operations. We may not generate sufficient revenues from product sales in the future to achieve profitable operations. If we are not able to achieve profitable operations at some point in the future, we will continue to have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion and marketing and product development plans. In addition, our losses may increase in the future. These losses, among other things, have had and may continue to have an adverse effect on our working capital, total assets and stockholders’ equity. If we are unable to achieve profitability, the market value of our common stock would decline and there would be a material adverse effect on our financial condition. The Company has engaged a specialty valuation and advisory services firm to assist management and the board of directors in determining a plan to maximize the value of property, plant and equipment. As of this report date, management is considering various alternatives and has not yet committed to any specific plans to sell or dispose of any assets and/or to exit or cease any of the current activities. The Company expects that a decision related to the plan to maximize the value of property plant and equipment may occur either shortly before the pending rights offering or in early 2018. Accordingly, as decisions are made, and actions are committed to, the Company will recognize the results in the financial statements. These actions may lead to certain charges including, but not limited to additional cash-related expenses, non-cash impairment charges, discontinued operations and/or other costs in connection with exit and disposal activities. Such transactions will be recognized when appropriate and may require cash payments for obligations such as one-time employee involuntary termination benefits, lease and other contract termination costs, costs to close facilities, employee relocation costs and ongoing benefit arrangements. If we suffer losses from operations, our working capital may be insufficient to support our ability to expand our business operations as rapidly as we would deem necessary at any time, unless we are able to obtain additional financing. There can be no assurance that we will be able to obtain such financing on acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to pursue our business objectives and would be required to reduce our level of operations, including reducing infrastructure, promotions, personnel and other operating expenses. These events could adversely affect our business, results of operations and financial condition. If adequate funds are not available or if they are not available on acceptable terms, our ability to fund the growth of our operations, take advantage of opportunities, develop products or services or otherwise respond to competitive pressures could be significantly limited.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Income (Loss) per Common Share Basic income (loss) per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The Company had potentially dilutive securities that consisted of: September 30, 2017 2016 Warrants 1,908,616 803,909 Series A Preferred Stock 37,644 37,644 Options 714,500 952,000 Total 2,660,760 1,793,553 Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, impairment reserve on equipment held for sale, analysis of impairments of recorded intangibles, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, assumptions made in valuing derivative liabilities and valuation of deferred tax assets. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20 all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has concluded that this new pronouncement will require a reclassification of discount expenses currently included in bad debt expense as a reduction of net sales by the same amount. No other impact of adopting this new guidance on its financial position, results of operations, and cash flows is expected. The Company will adopt the provisions of this statement in the first quarter of fiscal 2018. In February 2016, the FASB issued ASU No. 2016-02, “Leases”. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. The Company has evaluated the expected impact that the standard could have on its financial statements and related disclosures and expects to adopt standard with the reporting period ending December 31, 2018. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not expected to have any impact on the Company’s financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements. Concentrations During the three months ended September 30, 2017, the Company had two customers that accounted for 19% and 15% of gross sales respectively and 22% and 19% of sales in the same period in the prior year. During the Nine Months ended September 30, 2017, the Company had two customers that accounted for 21% and 11% respectively of sales and 24% and 13% of sales in the same period in the prior year. No other customer accounted for more than 10% of gross sales in the periods. As of September 30, 2017, the Company had two customers that accounted for 19% and 17% respectively, of accounts receivable. As of December 31, 2016, the Company had two customers that accounted for 28% and 12% of accounts receivable. No other customer accounted for more than 10% accounts receivable as of those dates. During the three months ended September 30, 2017, the Company had one vendor that accounted for 18% of all purchases, and 24% of all purchases in the same period in the prior year. During the Nine Months ended September 30, 2017, the Company had one vendor that accounted for 18% of purchases and 26% in the same period in the prior year. No other vendor accounted for more than 10% of purchases in the periods. As of September 30, 2017, the Company had one vendor that accounted for 24% of all payables. As of December 31, 2016, the Company had one vendor that accounted for 12% of all payables. No other vendor accounted for more than 10% of accounts payable as of that date. Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. As of September 30, 2017, and December 31, 2016, the Company’s balance sheets included the warrant liability of $74,000 and $775,000 respectively, which were based on Level 2 measurements.

Inventory

Inventory	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Inventory	3. Inventory Inventory is valued at the lower of cost (first-in, first-out or market) and, net of reserves, is comprised of the following as of: September 30, 2017 December 31, 2016 Raw Materials and Packaging $ 4,844,000 $ 3,874,000 Finished Goods 2,971,000 3,011,000 Total Inventory $ 7,815,000 $ 6,885,000 During the nine months ended September 30, 2017, the Company increased our reserve for obsolescence to $290,000 from $115,000 as of December 31, 2016.

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	4. Property and Equipment Property and equipment are comprised of the following as of: September 30, 2017 December 31, 2016 Land $ 1,107,000 $ 1,107,000 Building 2,360,000 1,875,000 Vehicles 651,000 666,000 Machinery and equipment 2,090,000 3,686,000 Equipment under capital leases 226,000 226,000 Office equipment 506,000 475,000 Construction In Progress 2,429,000 4,554,000 Book value 9,369,000 12,589,000 Accumulated depreciation (5,280,000 ) (4,863,000 ) Net book value $ 4,089,000 $ 7,726,000 Depreciation expense for the Nine Months ended September 30, 2017 and 2016 was $430,000 and $503,000, respectively. During the three months ended September 30, 2017, the Company engaged a specialty valuation and advisory services firm to assist management and the board of directors in determining a plan to maximize the value of property, plant and equipment. As of September 30, 2017, management is considering various alternatives and has not yet committed to any specific plans. However, management has identified certain assets classified as equipment held for sale that are likely to be divested. Management has estimated the fair value of the assets to be approximately $2,465,000, and accordingly the Company recognized an impairment loss during the three months ended September 30, 2017 in the amount of $2,000,000. September 30, 2017 December 31, 2016 Equipment Held for sale $ 4,465,000 $ - Reserve (2,000,000 ) $ - Net book value $ 2,465,000 $ -

Intangible Assets and Impairmen

Intangible Assets and Impairment Policy	9 Months Ended
	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets and Impairment Policy	5. Intangible Assets and Impairment Policy Intangible assets are comprised of indefinite-lived brand names acquired and have been assigned an indefinite life as we currently anticipate that these brand names will contribute cash flows to the Company perpetually. These indefinite-lived intangible assets are not amortized, but are assessed for impairment annually and evaluated annually to determine whether the indefinite useful life is appropriate. As part of our impairment test, we first assess qualitative factors to determine whether it is more likely than not that the indefinite-lived intangible asset is impaired. If further testing is necessary, we compare the estimated fair value of our indefinite-lived intangible asset with its book value. If the carrying amount of the indefinite-lived intangible asset exceeds its fair value, as determined by its discounted cash flows, an impairment loss is recognized in an amount equal to that excess. Based on management’s measurement, there were no indications of impairment at September 30, 2017. September 30,2017 December 31, 2016 Virgil’s $ 576,000 $ 576,000 Sonoma Sparkler 229,000 229,000 Brand names $ 805,000 $ 805,000

Advances from Related Parties

Advances from Related Parties	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Advances from Related Parties	6. Advances from Related Parties During the year ended September 30, 2017, Chris Reed (the former CEO and current CIO), Daniel Miles (CFO) and Robert Reed (brother of Chris Reed, CIO) advanced funds of $260,000and $120,00 respectively to the Company for working capital uses. During the period, the Company repaid to Mr. Chris Reed $120,000 that was advanced from him, and also repaid Robert Reed $103,000 of the advances due him. As of September 30, 2017, the aggregate amount due for the remaining unpaid advances was $277,000. The advances are unsecured, non-interest bearing with no formal terms of repayment.

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Notes Payable	7. Notes Payable The Company has a Loan and Security Agreement with PMC Financial Services Group, LLC (PMC) that provides a $6,000,000 revolving line of credit, a $3,000,000 term loan and a Capital Expansion loan up to $4,700,000. The loans are secured by substantially all the assets of the Company and were initially due on January 1, 2019. As a condition to PMC’s approval of the transaction described in Note 10, and Purchaser’s subordinated security interest, on April 21, 2017, Reed’s Inc. and PMC entered into Amendment Number Fifteen to Amended and Restated Loan and Security Agreement changing the Revolving Loan Maturity Date, Term Loan Maturity Date, Cap Ex Loan Maturity Date and Term Loan B Maturity Date from January 1, 2019, to October 21, 2018. The notes are as follows: Revolving Line of Credit The agreement provides a $6,000,000 revolving line of credit. Consistent with prior year, the revolving line of credit has been expanded by an additional $630,000 to accommodate prepaid inventory. This expansion is payable by the end of the current year. At September 30, 2017 and December 31, 2016, the aggregate amount outstanding under the line of credit was $5,153,000 and $4,384,000, respectively. The interest rate on the Revolving Loan is discussed below. In addition, there is a monthly management fee of .45% of the average monthly loan balance. The revolving line of credit is based on 85% of accounts receivable and 60% of eligible inventory and is secured by substantially all of the Company’s assets. As of September 30, 2017, the Company had $305,000 borrowing availability under the line of credit agreement. The line of credit matures on October 21, 2018 and was subject to a 1% prepayment penalty for prepayment prior to the first anniversary of the effective date. Bank Notes Bank notes consist of the following as of September 30, 2017 and December 31, 2016: September 30,2017 December 31, 2016 Term Loans $ 3,000,000 $ 3,000,000 Capex loan 4,135,000 3,950,000 Valuation discount - (78,000 ) Net 7,135,000 6,872,000 Current portion (953,000 ) (953,000 ) Long term portion $ 6,182,000 $ 5,919,000 (A) Term Loans In connection with the Loan and Security Agreement with PMC, the Company entered into two Term Loans of $1,500,000 each, for an aggregate borrowing of $3,000,000. The term loans are secured by all of the unencumbered assets of the Company and are due on October 21, 2018. The annual interest rate on the loans are discussed below. As of September 30, 2017, and December 31, 2016, the amount outstanding was $3,000,000 and $3,000,000 respectively. (B) Capital Expansion (“CAPEX”) Loan In connection with the Loan and Security Agreement with PMC, the Company entered into a Capital expansion loan which, after amendment allows a total borrowing of $4,700,000. The loans are secured by all of the property and equipment purchased under the loan. The interest rate on the CAPEX loan is the prime rate plus 5.75% (9.5% at September 30, 2017). Interest only is payable on CAPEX Loans through January 31, 2017, at which time principal and interest will be aggregated and repaid in equal monthly payments of principal and interest based on 48 month amortization. Currently and until the second tranche has been closed, the estimated amount that will become due in the next twelve months is $953,000. At September 30, 2017 and December 31, 2016, the total balance on the CAPEX loan was $4,135,000 and $3,950,000 respectively, and as of September 30, 2017, the Company had future borrowing availability of $330,000. In addition, the Company agreed to pre-pay the CAPEX Loan by at least $300,000 from the proceeds of the sale of idle equipment, if such sale were to occur. In conjunction with this loan the Company placed equipment with a cost of $341,000 and a net book value of $250,000 at a co-packing facility to enable the co-packer to manufacture our products. Should the Company be unable to secure access to the equipment in the event of failure of the co-packer, the amount will become due and payable by the Company. (C) Issuance of Warrants upon Amendments In prior years, the Company issued 225,000 warrants to PMC as part of various restructuring of the notes. The aggregate value of the warrants were valued at $179,000 using the Black Scholes Merton option pricing model and was recorded as a valuation discount and is being amortized over the term loans. On December 7, 2016, the Company agreed to reprice the exercise price of 175,000 common stock purchase warrants granted. The incremental value of the warrants before and after the modification of $38,000 is being amortized over the remaining term of the loans. As of December 31, 2016, the unamortized balance of the loans was $78,000. During the Nine Months ended September 30, 2017 the remaining unamortized balance was fully amortized. (D) Interest Rates Notwithstanding the other borrowing terms above, if Excess Borrowing Availability under the $6 million Revolving line of credit remains more than $1,500,000 at all times during the preceding month (currently the Company’s Borrowing Availability is $305,000) the additional interest rate for all loans will be eliminated. The following chart summarizes the loans as of September 30, 2017, Description Rate Base Interest Rate Increase in Prime Current Original rate Additional Interest Current rate Term A P+5.75 % 9.00 % 1.00 % 10.00 % 3.00 % 13.00 % Term B P+11.60 % 14.85 % 1.00 % 15.85 % 0.00 % 15.85 % Line of Credit (Prime Plus) P+0.35 % 3.60 % 1.00 % 4.60 % 3.00 % 7.60 % Capital Loans P+5.75 % 9.00 % 1.00 % 10.00 % 3.00 % 13.00 % As noted above, there is a .45% monthly monitoring fee for the line of credit. When added to current rate, the current annual rate is approximately 13.5%

Obligations Under Capital Lease

Obligations Under Capital Leases	9 Months Ended
	Sep. 30, 2017
Leases [Abstract]
Obligations Under Capital Leases	8. Obligations under Capital Leases The Company leases equipment for its brewery operations with an aggregate value of $944,000 under Nine non-cancelable capital leases. Monthly payments range from $341 to $10,441 per month, including interest, at interest rates ranging from 6.51% to 17.31% per annum. At September 30, 2017, monthly payments under these leases aggregated $19,000. The leases expire at various dates through 2020. Future minimum lease payments under capital leases are as follows: Years Ending September 30, 2018 $ 195,000 2019 246,000 2020 84,000 2021 16,000 2022 - Total payments $ 541,000 Less: Amount representing interest (61,000 ) Present value of net minimum lease payments $ 480,000 Less: Current portion (194,000 ) Non-current portion $ 286,000

Long-term Financing Obligation

Long-term Financing Obligation	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Long-term Financing Obligation	9. Long-term Financing Obligation Long term financing obligation is comprised of the following as of: September 30,2017 December 31,2016 Financing obligation $ 2,239,000 $ 2,378,000 Valuation discount (742,000 ) (825,000 ) Net long term financing obligation $ 1,497,000 $ 1,553,000 Less current portion (214,000 ) (190,000 ) Long term financing obligation $ 1,283,000 $ 1,363,000 On June 15, 2009, the Company closed escrow on the sale of its two buildings and its brewery equipment and concurrently entered into a long-term lease agreement for the same property and equipment. In connection with the lease the Company has the option to repurchase the buildings and brewery equipment from 12 months after the commencement date to the end of the lease term at the greater of the fair market value or an agreed upon amount. Since the lease contains a buyback provision and other related terms, the Company determined it had continuing involvement that did not warrant the recognition of a sale; therefore, the transaction has been accounted for as a long-term financing. The proceeds from the sale, net of transaction costs, have been recorded as a financing obligation in the amount of $3,056,000. Monthly payments under the financing agreement of approximately $35,000 are recorded as interest expense and a reduction in the financing obligation at an implicit rate of 9.9%. During the period ended September 30, 2017 and 2016, the Company recorded interest expense of $172,000 and $184,000, respectively. In connection with the financing obligation and subsequent amendments, the Company issued an aggregate of 600,000 warrants to purchase its common stock. The 600,000 warrants were valued at an aggregate amount of $1,336,000 and were recorded as valuation discount at date of issuance, and are being amortized over 15 years, the term of the purchase option. The balance of the unamortized valuation discount at December 31, 2016 was $825,000. Amortization of valuation discount was $83,000 during the Nine Months ended September 30, 2017 and the unamortized balance as of September 30, 2017 was $742,000.

Convertible Note

Convertible Note	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Convertible Note	10. Convertible Note Convertible note consists of the following: September 30,2017 December 31,2016 12% Convertible Note Payable $ 3,400,000 $ - Accrued Interest 181,000 Valuation Discount (2,833,000 ) 0 Convertible Note Payable, Net $ 748,000 $ - On April 21, 2017 (“Closing Date”), pursuant to a Securities Purchase Agreement (“Purchase Agreement”), the Company sold and issued a secured convertible subordinated non-redeemable note in the principal amount of $3,400,000 (“Note”) and a warrant to purchase 1,416,667 shares of common stock (“Warrant Shares”) to Raptor/Harbor Reeds SPV LLC (“Purchaser”). The Note bears interest at a rate of 12% per annum, compounded monthly on a 360-day year/ 30-day month basis. The Note is secured by a second priority security interest in the Company’s assets, which is subordinate to the first priority security interest of PMC Financial Services Group, LLC (“PMC”). The Note matures on the two-year anniversary of the Closing date and may not be prepaid. After 180 days, the Note may be converted, at any time and from time to time, into 1,133,333 shares of common stock of the Company (“Conversion Shares”).Wunderlich Securities, the Company’s placement agent, received a fee of $160,000 for placement agency services. In addition the Company incurred other direct costs of $157,000 resulting in net proceeds to the Company of $3,083,000. The Warrant Shares will expire on the fifth (5th) anniversary of the Closing Date and have an exercise price equal to $4.00. The Warrant Shares will not be exercisable until 180 days after the Closing date. The Note and Warrant contain customary anti-dilution provisions and the Conversion Shares and Warrant Shares are subject to a registration rights agreement. The investor was granted a right to participate in future financing transactions of the Company for a term of two years. In addition, the warrants issued to the investor included a fundamental transaction provision, and, as such, were accounted for as warrant liability. Upon their issuance, the fair value of these warrants was determined to be $3,302,000 using the Black-Scholes-Merton option pricing model (see Note 11 for further discussion of warrant liability). In accordance with the current accounting guidance $3,083,000 of this amount was recorded as a valuation discount, and the excess of the fair value of the warrant liability at the issuance date over the amount allocated to valuation discount of $219,000 was accounted for as a financing cost. As such, the Company recognized a debt discount at the dates of issuance in the aggregate amount of $3,400,000 related to the fair value of the warrant liability of $3,083,000 and cash offering costs of $317,000. The debt discount is to be amortized over the term of the note. Amortization of the note discount during the Nine Months ended September 30, 2017 was $567,000, and the unamortized debt discount at September 30, 2017 was $2,833,000. On April 19, 2017, three accredited investors that are party to the Securities Purchase Agreement dated May 26, 2016 and hold participation rights in the Company’s financing transactions agreed to waive their participation rights with regard to the April 21, 2017 financing. In consideration, these investors’ participation rights, expiring in May 2017, were extended for a period of two years. In addition, the Company increased the terms of their outstanding warrants by one year and reduced the exercise price from $4.25 to $3.00, The incremental change in their fair value of $187,000 was accounted for as an increase in the fair value of the warrant liabilities as of the date of modification and recorded as a cost of warrant modification. In addition, the Company also issued five-year warrants to purchase an aggregate of 210,111 shares of common stock at the exercise price of $3.00 to these investors. The newly issued warrants contain customary anti-dilution provisions and included a fundamental transaction provision, and were accounted for as warrant liability. As such, the fair value of the new warrants of $571,000 was accounted for as a warrant liability and a financing cost at the issue date. Fair value was determined using the Black-Scholes-Merton option pricing model. On July 13, 2017, the Company entered into warrant exercise agreements with the investors to reprice the warrants to purchase 1,416,667 and 210,111 shares of our common stock discussed above (see Note 11 for additional information).

Warrants

Warrants	9 Months Ended
	Sep. 30, 2017
Warrants
Warrants	11. Warrants Warrant Activity The Company has issued warrants to investors and a placement agent as part of our financing transactions. The following table summarizes warrant activity for the Nine Months ended September 30, 2017: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 803,909 $ 4.50 4.00 $ 26,000 Granted 2,227,083 $ 1.62 Exercised (1,122,376 ) $ 1.50 Forfeited or expired - Outstanding at September 30, 2017 1,908,616 $ 2.50 4.22 $ 709,000 Exercisable at September 30, 2017 611,507 $ 4.19 3.32 $ 57,000 On April 21, 2017 and April 19, 2017, the Company granted warrants to purchase 1,416,667 shares and 210,111 shares, respectively, of our common stock in connection with a debt financing transaction (see Note 10 for additional information). These warrants initially included a “fundamental transaction clause” that resulted in the fair value of these warrants of $3,873,000 being characterized as liabilities (see Note 11). All such warrants were included in the July 13, 2017 repricing discussed below. On July 13, 2017, the Company entered into warrant exercise agreements with certain investors holding participation rights in our financing transactions to reprice warrants to purchase 1,906,925 shares of our common stock. The warrants were also revised to lower the exercise price from $3 and $4 per share to $1.50 per share, The Company determined that the incremental cost before and after the modification of the warrants resulted in an incremental charge of $1,109,000. The warrants were also changed to modify language pertaining to a “fundamental transaction” that eliminated these warrants from being classified as warrant liabilities. As a result, the investors exercised warrants into 1,122,376 shares of common stock at the repriced $1.50 per share resulting in proceeds to the Company of $1,650,000. The Company’s modification of the fundamental transaction clause enabled the remaining investor warrants of 784,549 with a fair value of $1,033,000 to be reclassified from a liability to equity during the third quarter ended September 30, 2017 (see Warrant Liability below for additional information). Additionally, as part of the warrant exercise agreements, the Company issued to the investors, pro rata based on the number of shares each investor exercised, a second tranche of warrants to purchase 512,560 shares of our common stock and on July 19, 2017 a third tranche of warrants to purchase 87,745 shares of our common stock. The second tranche of warrants have a term of 5 years, may be exercised commencing six months after issuance and have an exercise price of $2.00. The third tranche of warrants were exercisable immediately upon issuance for a term of 5 years and have an exercise price of $1.55. The newly issued warrants contain customary anti-dilution provisions. As such, the aggregate fair value of the new warrants of $689,000 was accounted for as a financing cost as of their respective issue dates. Fair value was determined using the Black-Scholes-Merton option pricing model with a volatility of 53.75% an interest free rate of 1.65% and a stock price of $2.35. During the Nine Months ended September 30, 2017, the Company’s statement of operations includes a charge of $1,480,000 related to warrant financing costs. The intrinsic value was calculated as the difference between the closing market price, which was $2.20 and the exercise price of the Company’s common stock warrants as of September 30, 2017. Warrant Liability As of December 31, 2016, the Company had 418,908 outstanding warrants that included certain fundamental transaction terms. The Company determined that the fundamental transaction terms of these warrants could give rise to an obligation of the Company to pay cash to the warrant holders. As such, in accordance with Accounting Standards Codification Topic 480, “Distinguishing Liabilities from Equity”, the fair value of these warrants was classified as a liability on the Company’s balance sheet and the corresponding changes in fair value is required to be recorded in the Company’s statements of operations in each subsequent reporting period. The fair value of these warrant liabilities at December 31, 2016 was $775,000. During the period ended September 30, 2017 the Company issued an additional 1,626,778 of these warrants with a fair value of $3,873,000 that contained the same terms that required the recognition of these warrants as liabilities. During the period ended September 30, 2017 holders converted 1,122,376 of these warrants into common shares. The fair value of the liability of these warrants at the date of exercise was $1,601,000, and was recorded as an adjustment to paid in capital. At the same date, the Company and the holders of the remaining warrants agreed to modify the language of the fundamental transaction clause where the definition became dependent on obtaining board approval, thus eliminating the need for the liability classification of warrants. As such, the fair value of these warrants of $1,033,000 was recorded as an adjustment to capital. Outstanding shares at September 30, 2017 include 138,762 warrants with a fair value of $74,000 which are classified as a warrant liability. The warrant liability fair value was valued at the following reporting, issuance and modification dates using the Black-Scholes-Merton option pricing model with the following assumptions: As of Upon Issuance Upon Modification Upon Modification As of December 31, 2016 April 21, 2017 April 21, 2017 July 13, 2017 September 30, 2017 Stock Price $ 4.10 $ 4.75 $ 4.75 $ 2.35 $ 2.20 Risk free interest rate 1.58 % 1.51 % 1.51 % 1.65 % 1.62 % Expected Volatility 54.71 % 49.33 % 49.33 % 53.75 % 53.95 % Expected life in years 4.42 5.00 5.00 4.77 to 4.89 3.67 Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Number of Warrants 418,909 1,626,778 280,147 1,906,925 138,762 Fair Value of Warrants $ 775,000 $ 3,873,000 $ 187,000 $ 1,109,000 $ 74,000 The risk-free interest rate used in the calculation was based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate the expected volatility. The expected life of the warrant was determined by the remaining contractual life of the warrant instrument. The expected dividend yield was determined to be zero based on the fact that the Company has not paid dividends to its common stockholders in the past and does not expect to pay dividends to its common stockholders in the future. During the Nine Months ended September 30, 2017, the Company’s statement of operations includes a gain of $3,236,000 related to the change in fair value of the warrant liability and a charge of $1,296,000 related to warrant modification costs. In addition to the fair value gain, the warrant liability balance for the Nine Months ended September 30, 20017 was further reduced by $2,634,000 from exercised shares and a reclassification to equity as discussed in Warrant Activity above.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Stockholders' Equity	12. Stockholders’ Equity Preferred Stock On June 28, 2017 dividends were paid on the Series A Preferred stock in the amount of $5,000, by issuing 1,640 shares of common stock. Common Stock During the Nine Months ended September 30, 2017, the Company: ● Issued 58,065 shares of its common stock to certain members of the board of directors valued at $1.55 per share with an aggregate value of $90,000 for services rendered. ● Issued 4,300 shares of its common stock to a related party valued at $2.20 per share with an aggregate value of $9,000 for services rendered. ● Issued 1,122,376 shares of its common stock at $1.50 per share with gross proceeds of $1,684,000 in connection with the exercise of investor warrants (see Note 11 for additional information). ● Sold 117,647 shares of its common stock to a member of the board of directors valued at $1.70 per share with total proceeds of $200,000.

Share-Based Payments

Share-Based Payments	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Share-Based Payments	13. Share-Based Payments Stock options granted under our equity incentive plans generally vest over 3 years from the date of grant, at 33% per year or over 4 years at 25% per year and expire 5 years from the date of grant. Stock options may be granted to eligible employees, directors and consultants of the Company. The following table summarizes stock option activity for the Nine Months ended September 30, 2017: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 1,048,500 $ 4.68 3.80 $ 61,000 Granted - $ - Exercised - $ - Forfeited or expired (334,000 ) $ 4.85 Outstanding at September 30, 2017 714,500 $ 4.60 3.34 $ - Exercisable at September 30, 2017 503,200 $ 4.65 2.23 $ - During the Nine Months ended September 30, 2017, the Company did not grant any stock options to any employee or other party. The aggregate intrinsic value was calculated as the difference between the closing market price, which was $2.20, and the exercise price of the Company’s stock options as of September 30, 2017. Stock-based compensation recognized on the Company’s statement of operations for the Nine Months Ended September 30, 2017 and 2016 was $199,000 and $449,000, respectively. As of September 30, 2017, unamortized stock-based compensation of $220,000 is expected to be recognized over a period of 1.24 years.

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events On October 23, 2017, the Company filed with the SEC a rights offering (Form S-1). The rights offering is an offer to existing shareholders to purchase Company stock for purposes of enabling the Company to fund key initiatives and retire certain debt. There is no assurance that such rights offering will be successful.

Significant Accounting Polici21

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Income (Loss) Per Common Share	Income (Loss) per Common Share Basic income (loss) per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing the net income (loss) applicable to common stock holders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation when their effect is antidilutive. The Company had potentially dilutive securities that consisted of: September 30, 2017 2016 Warrants 1,908,616 803,909 Series A Preferred Stock 37,644 37,644 Options 714,500 952,000 Total 2,660,760 1,793,553
Use of Estimates	Use of estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for reserves of uncollectible accounts, inventory obsolescence, depreciable lives of property and equipment, impairment reserve on equipment held for sale, analysis of impairments of recorded intangibles, accruals for potential liabilities, assumptions made in valuing stock instruments issued for services, assumptions made in valuing derivative liabilities and valuation of deferred tax assets.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers”. ASU 2014-09 is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. Under ASU 2014-09, revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration which the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The FASB has recently issued ASU 2016-08, ASU 2016-10, ASU 2016-11, ASU 2016-12, and ASU 2016-20 all of which clarify certain implementation guidance within ASU 2014-09. ASU 2014-09 is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted only in annual reporting periods beginning after December 15, 2016, including interim periods therein. The standard can be adopted either retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). The Company has concluded that this new pronouncement will require a reclassification of discount expenses currently included in bad debt expense as a reduction of net sales by the same amount. No other impact of adopting this new guidance on its financial position, results of operations, and cash flows is expected. The Company will adopt the provisions of this statement in the first quarter of fiscal 2018. In February 2016, the FASB issued ASU No. 2016-02, “Leases”. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest period presented in the financial statements. The Company has evaluated the expected impact that the standard could have on its financial statements and related disclosures and expects to adopt standard with the reporting period ending December 31, 2018. In July 2017, the FASB issued ASU No. 2017-11, “Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features; (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to common shareholders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The guidance in ASU 2017-11 can be applied using a full or modified retrospective approach. The adoption of ASU 2017-11 is not expected to have any impact on the Company’s financial statement presentation or disclosures. Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.
Concentrations	Concentrations During the three months ended September 30, 2017, the Company had two customers that accounted for 19% and 15% of gross sales respectively and 22% and 19% of sales in the same period in the prior year. During the Nine Months ended September 30, 2017, the Company had two customers that accounted for 21% and 11% respectively of sales and 24% and 13% of sales in the same period in the prior year. No other customer accounted for more than 10% of gross sales in the periods. As of September 30, 2017, the Company had two customers that accounted for 19% and 17% respectively, of accounts receivable. As of December 31, 2016, the Company had two customers that accounted for 28% and 12% of accounts receivable. No other customer accounted for more than 10% accounts receivable as of those dates. During the three months ended September 30, 2017, the Company had one vendor that accounted for 18% of all purchases, and 24% of all purchases in the same period in the prior year. During the Nine Months ended September 30, 2017, the Company had one vendor that accounted for 18% of purchases and 26% in the same period in the prior year. No other vendor accounted for more than 10% of purchases in the periods. As of September 30, 2017, the Company had one vendor that accounted for 24% of all payables. As of December 31, 2016, the Company had one vendor that accounted for 12% of all payables. No other vendor accounted for more than 10% of accounts payable as of that date.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Authoritative guidance provided by the FASB defines the following levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these financial assets: Level 1—Quoted prices in active markets for identical assets or liabilities. Level 2—Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly. Level 3—Unobservable inputs based on the Company’s assumptions. The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable, short-term bank loans, accounts payable, notes payable and other payables, approximate their fair values because of the short maturity of these instruments. The carrying values of capital lease obligations and long-term financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. As of September 30, 2017, and December 31, 2016, the Company’s balance sheets included the warrant liability of $74,000 and $775,000 respectively, which were based on Level 2 measurements.

Significant Accounting Polici22

Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Schedule of Potentially Dilutive Securities	The Company had potentially dilutive securities that consisted of: September 30, 2017 2016 Warrants 1,908,616 803,909 Series A Preferred Stock 37,644 37,644 Options 714,500 952,000 Total 2,660,760 1,793,553

Inventory (Tables)

Inventory (Tables)	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Schedule of Inventory	Inventory is valued at the lower of cost (first-in, first-out or market) and, net of reserves, is comprised of the following as of: September 30, 2017 December 31, 2016 Raw Materials and Packaging $ 4,844,000 $ 3,874,000 Finished Goods 2,971,000 3,011,000 Total Inventory $ 7,815,000 $ 6,885,000

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment are comprised of the following as of: September 30, 2017 December 31, 2016 Land $ 1,107,000 $ 1,107,000 Building 2,360,000 1,875,000 Vehicles 651,000 666,000 Machinery and equipment 2,090,000 3,686,000 Equipment under capital leases 226,000 226,000 Office equipment 506,000 475,000 Construction In Progress 2,429,000 4,554,000 Book value 9,369,000 12,589,000 Accumulated depreciation (5,280,000 ) (4,863,000 ) Net book value $ 4,089,000 $ 7,726,000
Schedule of Equipment Held for Sale	September 30, 2017 December 31, 2016 Equipment Held for sale $ 4,465,000 $ - Reserve (2,000,000 ) $ - Net book value $ 2,465,000 $ -

Intangible Assets and Impairm25

Intangible Assets and Impairment Policy (Tables)	9 Months Ended
	Sep. 30, 2017
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets Trademarks	Based on management’s measurement, there were no indications of impairment at September 30, 2017. September 30,2017 December 31, 2016 Virgil’s $ 576,000 $ 576,000 Sonoma Sparkler 229,000 229,000 Brand names $ 805,000 $ 805,000

Notes Payable (Tables)

Notes Payable (Tables)	9 Months Ended
	Sep. 30, 2017
Notes Payable [Abstract]
Schedule of Bank Notes	Bank notes consist of the following as of September 30, 2017 and December 31, 2016: September 30,2017 December 31, 2016 Term Loans $ 3,000,000 $ 3,000,000 Capex loan 4,135,000 3,950,000 Valuation discount - (78,000 ) Net 7,135,000 6,872,000 Current portion (953,000 ) (953,000 ) Long term portion $ 6,182,000 $ 5,919,000 (A) Term Loans In connection with the Loan and Security Agreement with PMC, the Company entered into two Term Loans of $1,500,000 each, for an aggregate borrowing of $3,000,000. The term loans are secured by all of the unencumbered assets of the Company and are due on October 21, 2018. The annual interest rate on the loans are discussed below. As of September 30, 2017, and December 31, 2016, the amount outstanding was $3,000,000 and $3,000,000 respectively. (B) Capital Expansion (“CAPEX”) Loan In connection with the Loan and Security Agreement with PMC, the Company entered into a Capital expansion loan which, after amendment allows a total borrowing of $4,700,000. The loans are secured by all of the property and equipment purchased under the loan. The interest rate on the CAPEX loan is the prime rate plus 5.75% (9.5% at September 30, 2017). Interest only is payable on CAPEX Loans through January 31, 2017, at which time principal and interest will be aggregated and repaid in equal monthly payments of principal and interest based on 48 month amortization. Currently and until the second tranche has been closed, the estimated amount that will become due in the next twelve months is $953,000. At September 30, 2017 and December 31, 2016, the total balance on the CAPEX loan was $4,135,000 and $3,950,000 respectively, and as of September 30, 2017, the Company had future borrowing availability of $330,000. In addition, the Company agreed to pre-pay the CAPEX Loan by at least $300,000 from the proceeds of the sale of idle equipment, if such sale were to occur. In conjunction with this loan the Company placed equipment with a cost of $341,000 and a net book value of $250,000 at a co-packing facility to enable the co-packer to manufacture our products. Should the Company be unable to secure access to the equipment in the event of failure of the co-packer, the amount will become due and payable by the Company. (C) Issuance of Warrants upon Amendments In prior years, the Company issued 225,000 warrants to PMC as part of various restructuring of the notes. The aggregate value of the warrants were valued at $179,000 using the Black Scholes Merton option pricing model and was recorded as a valuation discount and is being amortized over the term loans. On December 7, 2016, the Company agreed to reprice the exercise price of 175,000 common stock purchase warrants granted. The incremental value of the warrants before and after the modification of $38,000 is being amortized over the remaining term of the loans. As of December 31, 2016, the unamortized balance of the loans was $78,000. During the Nine Months ended September 30, 2017 the remaining unamortized balance was fully amortized. (D) Interest Rates Notwithstanding the other borrowing terms above, if Excess Borrowing Availability under the $6 million Revolving line of credit remains more than $1,500,000 at all times during the preceding month (currently the Company’s Borrowing Availability is $305,000) the additional interest rate for all loans will be eliminated. The following chart summarizes the loans as of September 30, 2017,
Schedule of Interest Rates of Loans	The following chart summarizes the loans as of September 30, 2017, Description Rate Base Interest Rate Increase in Prime Current Original rate Additional Interest Current rate Term A P+5.75 % 9.00 % 1.00 % 10.00 % 3.00 % 13.00 % Term B P+11.60 % 14.85 % 1.00 % 15.85 % 0.00 % 15.85 % Line of Credit (Prime Plus) P+0.35 % 3.60 % 1.00 % 4.60 % 3.00 % 7.60 % Capital Loans P+5.75 % 9.00 % 1.00 % 10.00 % 3.00 % 13.00 %

Obligations Under Capital Lea27

Obligations Under Capital Leases (Tables)	9 Months Ended
	Sep. 30, 2017
Leases [Abstract]
Schedule of Future Minimum Lease Payments Under Capital Leases	Future minimum lease payments under capital leases are as follows: Years Ending September 30, 2018 $ 195,000 2019 246,000 2020 84,000 2021 16,000 2022 - Total payments $ 541,000 Less: Amount representing interest (61,000 ) Present value of net minimum lease payments $ 480,000 Less: Current portion (194,000 ) Non-current portion $ 286,000

Long-term Financing Obligation

Long-term Financing Obligation (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of Long Term Financing Obligation	Long term financing obligation is comprised of the following as of: September 30,2017 December 31,2016 Financing obligation $ 2,239,000 $ 2,378,000 Valuation discount (742,000 ) (825,000 ) Net long term financing obligation $ 1,497,000 $ 1,553,000 Less current portion (214,000 ) (190,000 ) Long term financing obligation $ 1,283,000 $ 1,363,000

Convertible Note (Tables)

Convertible Note (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of Convertible Notes	Convertible note consists of the following: September 30,2017 December 31,2016 12% Convertible Note Payable $ 3,400,000 $ - Accrued Interest 181,000 Valuation Discount (2,833,000 ) 0 Convertible Note Payable, Net $ 748,000 $ -

Warrants (Tables)

Warrants (Tables)	9 Months Ended
	Sep. 30, 2017
Warrants
Schedule of Warrant Activity	The Company has issued warrants to investors and a placement agent as part of our financing transactions. The following table summarizes warrant activity for the Nine Months ended September 30, 2017: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 803,909 $ 4.50 4.00 $ 26,000 Granted 2,227,083 $ 1.62 Exercised (1,122,376 ) $ 1.50 Forfeited or expired - Outstanding at September 30, 2017 1,908,616 $ 2.50 4.22 $ 709,000 Exercisable at September 30, 2017 611,507 $ 4.19 3.32 $ 57,000
Schedule of Warrant Liability Using Assumptions	The warrant liability fair value was valued at the following reporting, issuance and modification dates using the Black-Scholes-Merton option pricing model with the following assumptions: As of Upon Issuance Upon Modification Upon Modification As of December 31, 2016 April 21, 2017 April 21, 2017 July 13, 2017 September 30, 2017 Stock Price $ 4.10 $ 4.75 $ 4.75 $ 2.35 $ 2.20 Risk free interest rate 1.58 % 1.51 % 1.51 % 1.65 % 1.62 % Expected Volatility 54.71 % 49.33 % 49.33 % 53.75 % 53.95 % Expected life in years 4.42 5.00 5.00 4.77 to 4.89 3.67 Expected dividend yield 0.00 % 0.00 % 0.00 % 0.00 % 0.00 % Number of Warrants 418,909 1,626,778 280,147 1,906,925 138,762 Fair Value of Warrants $ 775,000 $ 3,873,000 $ 187,000 $ 1,109,000 $ 74,000

Share-Based Payments (Tables)

Share-Based Payments (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Stock Option Activity	The following table summarizes stock option activity for the Nine Months ended September 30, 2017: Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 1,048,500 $ 4.68 3.80 $ 61,000 Granted - $ - Exercised - $ - Forfeited or expired (334,000 ) $ 4.85 Outstanding at September 30, 2017 714,500 $ 4.60 3.34 $ - Exercisable at September 30, 2017 503,200 $ 4.65 2.23 $ -

Basis of Presentation and Liq32

Basis of Presentation and Liquidity (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 5,617,000	$ 219,000	$ 7,457,000	$ 2,591,000
Net cash provided by (used in) operating activities			4,729,000	1,605,000
Stockholders' deficit	3,643,000		3,643,000		$ 1,657,000
Working capital deficiency	2,312,000		2,312,000		1,563,000
Cash balance	348,000	$ 1,947,000	348,000	$ 1,947,000	$ 451,000	$ 1,816,000
Line of credit	$ 305,000		305,000
Repayments of bank			$ 12,214,000
Maturity due date			Oct. 21, 2018

Significant Accounting Polici33

Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Warrant liability	$ 74,000		$ 74,000		$ 775,000
Customer One [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	19.00%	22.00%	21.00%	24.00%
Customer One [Member] | Accounts Receivable [Member]
Percentage of sale accounted to customer			19.00%		28.00%
Customer Two [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	15.00%	19.00%	11.00%	13.00%
Customer Two [Member] | Accounts Receivable [Member]
Percentage of sale accounted to customer			17.00%		12.00%
Other Customer [Member] | Sales Revenue, Net [Member] | Minimum [Member]
Percentage of sale accounted to customer			10.00%
Other Customer [Member] | Accounts Receivable [Member] | Minimum [Member]
Percentage of sale accounted to customer			10.00%
Vendor One [Member]
Percentage of sale accounted to customer	18.00%	24.00%	18.00%	26.00%
Vendor One [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer			24.00%		12.00%
Other Vendor [Member] | Minimum [Member]
Percentage of sale accounted to customer			10.00%
Other Vendor [Member] | Accounts Payable [Member] | Minimum [Member]
Percentage of sale accounted to customer			10.00%

Significant Accounting Polici34

Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Potentially dilutive securities	2,660,760	1,793,553
Warrants [Member]
Potentially dilutive securities	1,908,616	803,909
Series A Preferred Stock [Member]
Potentially dilutive securities	37,644	37,644
Options [Member]
Potentially dilutive securities	714,500	952,000

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Inventory reserve for obsolescence	$ 290,000	$ 115,000

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Raw Materials and Packaging	$ 4,844,000	$ 3,874,000
Finished Goods	2,971,000	3,011,000
Inventory, total	$ 7,815,000	$ 6,885,000

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Property, Plant and Equipment [Abstract]
Depreciation expense			$ 430,000	$ 503,000
Fair value of the assets	$ 2,413,000		2,413,000
Impairment of assets	2,000,000		2,000,000
Substantial assets	$ 4,141,000		$ 4,141,000

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property, Plant and Equipment [Abstract]
Land	$ 1,107,000	$ 1,107,000
Building	2,360,000	1,875,000
Vehicles	651,000	666,000
Machinery and equipment	2,090,000	3,686,000
Equipment under capital leases	226,000	226,000
Office equipment	506,000	475,000
Construction in progress	2,429,000	4,554,000
Book value	9,369,000	12,589,000
Accumulated depreciation	(5,280,000)	(4,863,000)
Net book value	$ 4,089,000	$ 7,726,000

Property and Equipment - Sche39

Property and Equipment - Schedule of Equipment Held for Sale (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Property And Equipment - Schedule Of Equipment Held For Sale Details
Equipment held for sale	$ 4,465,000
Reserve	(2,000,000)
Net book value	$ 2,465,000

Intangible Assets and Impairm40

Intangible Assets and Impairment Policy - Schedule of Intangible Assets Trademarks (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Purchased Brands	$ 805,000	$ 805,000
Virgil's [Member]
Purchased Brands	576,000	576,000
Sonoma Sparkler [Member]
Purchased Brands	$ 229,000	$ 229,000

Advances from Related Parties (

Advances from Related Parties (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)
Unpaid loans	$ 277,000
Chris Reed (Former CEO and Current CIO) [Member]
Funds advanced by related party	260,000
Daniel Miles (CFO) [Member]
Funds advanced by related party	120,000
Robert Reed (Brother Of Chris Reed, CIO) [Member]
Funds advanced by related party	120,000
Mr. Chris Reed [Member]
Funds advanced by related party	120,000
Robert Reed [Member]
Funds advanced by related party	$ 103,000

Notes Payable (Details Narrativ

Notes Payable (Details Narrative)	Dec. 07, 2016USD ($)shares	Sep. 30, 2017USD ($)Installments	Sep. 30, 2016USD ($)	Sep. 30, 2017USD ($)Installments	Sep. 30, 2016USD ($)	Dec. 31, 2016USD ($)shares
Line of credit		$ 305,000		$ 305,000
Loan maturity date				Oct. 21, 2018
Line of credit borrowing availability		6,000,000		$ 6,000,000
Prepaid inventory		630,000		630,000
Line of credit current		$ 5,153,000		$ 5,153,000		$ 4,384,000
Monthly management fee percentage		0.45		0.45
Percentage of borrowing based on accounts receivable				85.00%
Percentage of borrowing based on eligible inventory				60.00%
Percentage of prepayment penalty for prepayment prior to the first anniversary				1.00%
Line of credit maturity date				Oct. 21, 2018
Loan interest rate		13.50%		13.50%
Change in fair value of warrant liability		$ 72,000		$ (3,236,000)
Unamortized balance						78,000
Monthly monitoring fee percentage				0.45%
Revolving Line of Credit [Member]
Line of credit borrowing availability		6,000,000		$ 6,000,000
Line of credit current		305,000		305,000
Capex Loan [Member]
Line of credit borrowing availability		$ 330,000		$ 330,000
Loan interest rate		9.50%		9.50%
Number of monthly installments | Installments		48		48
Loan due amount		$ 953,000		$ 953,000
Loan balance amount		4,135,000		4,135,000		3,950,000
Equipment loan cost		341,000		341,000
Net book value of equipments		$ 250,000		$ 250,000
Prime Rate [Member] | Capex Loan [Member]
Loan interest rate		5.75%		5.75%
Term Loans [Member]
Term loan outstanding principal balance		$ 3,000,000		$ 3,000,000		$ 3,000,000
Minimum [Member] | Revolving Line of Credit [Member]
Line of credit borrowing availability		1,500,000		1,500,000
Line of Credit Agreement [Member]
Line of credit borrowing availability		305,000		305,000
PMC Financial Services Group, LLC [Member]
Valuation discount amortized during the period	$ 38,000
PMC Financial Services Group, LLC [Member] | Amendment Twelve [Member]
Warrants granted | shares	175,000
PMC Financial Services Group, LLC [Member] | One Term Loans [Member]
Line of credit borrowing availability		3,000,000		3,000,000
Term loan amount				$ 1,500,000
PMC Financial Services Group, LLC [Member] | Two Term Loans [Member]
Loan maturity date				Oct. 21, 2018
Line of credit borrowing availability		3,000,000		$ 3,000,000
Term loan amount				1,500,000
PMC Financial Services Group, LLC [Member] | Issuance of Warrants Upon Amendments [Member]
Warrants granted | shares						225,000
Change in fair value of warrant liability				179,000
PMC Financial Services Group, LLC [Member] | Loan and Security Agreement [Member]
Line of credit		6,000,000		6,000,000
Term loan		3,000,000		$ 3,000,000
Loan maturity date				Jan. 1, 2019
Loan maturity description				on April 21, 2017, Reed’s Inc. and PMC entered into Amendment Number Fifteen to Amended and Restated Loan and Security Agreement changing the Revolving Loan Maturity Date, Term Loan Maturity Date, Cap Ex Loan Maturity Date and Term Loan B Maturity Date from January 1, 2019, to October 21, 2018.
PMC Financial Services Group, LLC [Member] | Loan and Security Agreement [Member] | Capex Loan [Member]
Term loan		4,700,000		$ 4,700,000
PMC Financial Services Group, LLC [Member] | Loan and Security Agreement [Member] | Maximum [Member]
Capital expansion loan		$ 4,700,000		$ 4,700,000

Notes Payable - Schedule of Ban

Notes Payable - Schedule of Bank Notes (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Valuation discount		$ (78,000)
Bank Notes [Member]
Term Loans	$ 3,000,000	3,000,000
CAPEX loan	4,135,000	3,950,000
Valuation discount		(78,000)
Net	7,135,000	6,872,000
Current portion	(953,000)	(953,000)
Long-term portion	$ 6,182,000	$ 5,919,000

Notes Payable - Schedule of Int

Notes Payable - Schedule of Interest Rates of Loans (Details)	9 Months Ended
	Sep. 30, 2017
Term A [Member]
Original Rate	10.00%
Additional Interest	3.00%
Current rate	13.00%
Term B [Member]
Original Rate	15.85%
Additional Interest	0.00%
Current rate	15.85%
Line of Credit (Prime Plus) [Member]
Original Rate	4.60%
Additional Interest	3.00%
Current rate	7.60%
Capital Loans [Member]
Original Rate	10.00%
Additional Interest	3.00%
Current rate	13.00%
Prime Rate [Member] | Term A [Member]
Original Rate	5.75%
Prime Rate [Member] | Term B [Member]
Original Rate	11.60%
Prime Rate [Member] | Line of Credit (Prime Plus) [Member]
Original Rate	0.35%
Prime Rate [Member] | Capital Loans [Member]
Original Rate	5.75%
Base Interest Rate [Member] | Term A [Member]
Original Rate	900.00%
Base Interest Rate [Member] | Term B [Member]
Original Rate	14.85%
Base Interest Rate [Member] | Line of Credit (Prime Plus) [Member]
Original Rate	3.60%
Base Interest Rate [Member] | Capital Loans [Member]
Original Rate	9.00%
Increase in Prime [Member] | Term A [Member]
Original Rate	1.00%
Increase in Prime [Member] | Term B [Member]
Original Rate	1.00%
Increase in Prime [Member] | Line of Credit (Prime Plus) [Member]
Original Rate	1.00%
Increase in Prime [Member] | Capital Loans [Member]
Original Rate	1.00%

Obligations Under Capital Lea45

Obligations Under Capital Leases (Details Narrative)	9 Months Ended
	Sep. 30, 2017USD ($)Installments
Equipment held under capital leases	$ 944,000
Number of non-cancelable capital leases | Installments	9
Payment of lease amount	$ 19,000
Lease expire year	2,020
Minimum [Member]
Payment of lease range per month	$ 341
Percentage of interest for lease amount	6.51%
Maximum [Member]
Payment of lease range per month	$ 10,441
Percentage of interest for lease amount	17.31%

Obligations Under Capital Lea46

Obligations Under Capital Leases - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Leases [Abstract]
2,018	$ 195,000
2,019	246,000
2,020	84,000
2,021	16,000
2,022
Total payments	541,000
Less: Amount representing interest	(61,000)
Present value of net minimum lease payments	480,000
Less: Current portion	(194,000)	$ (183,000)
Non-current portion	$ 286,000	$ 438,000

Long-term Financing Obligatio47

Long-term Financing Obligation (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Apr. 21, 2017	Apr. 19, 2017
Proceeds from sale of transaction cost			$ 3,056,000
Financing interest expenses			$ 35,000
Percentage of interest expense and reduction in the financing obligation at implicit rate			9.90%
Interest expenses	$ 172,000	$ 184,000	$ 172,000	$ 184,000
Number of warrants issued to purchase of common stock						1,416,667	210,111
Change in fair value of warrant liability	$ 72,000		$ (3,236,000)
Unamortized valuation discount					$ 78,000
Warrants [Member]
Number of warrants issued to purchase of common stock	138,762		138,762		418,909
Change in fair value of warrant liability			$ 74,000		$ 775,000
Unamortized valuation discount	$ 2,833,000		2,833,000
Amortization of valuation discount			$ 567,000
Warrants [Member] | Financing Obligation [Member]
Number of warrants issued to purchase of common stock	600,000		600,000
Change in fair value of warrant liability			$ 1,336,000
Valuation of discount amortized period			15 years
Unamortized valuation discount	$ 742,000		$ 742,000		$ 825,000
Amortization of valuation discount			$ 83,000

Long-term Financing Obligatio48

Long-term Financing Obligation - Schedule of Long Term Financing Obligation (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Valuation discount	$ (742,000)	$ (825,000)
Less current portion	214,000	190,000
Long term financing obligation	1,283,000	1,363,000
Long Term Financing Obligation [Member]
Financing obligation	2,239,000	2,378,000
Valuation discount	(742,000)	(825,000)
Net long term financing obligation	1,497,000	1,553,000
Less current portion	(214,000)	(190,000)
Long term financing obligation	$ 1,283,000	$ 1,363,000

Convertible Note (Details Narra

Convertible Note (Details Narrative) - USD ($)	Apr. 21, 2017	Apr. 19, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Jul. 13, 2017
Secured convertible debt principal amount			$ 748,000		$ 748,000
Number of warrant to purchase shares of common stock	1,416,667	210,111
Fair value of warrants			$ (72,000)		$ 3,236,000
Debt discount							$ 78,000
Investor One [Member]
Number of warrant to purchase shares of common stock								1,416,667
Investor Two [Member]
Number of warrant to purchase shares of common stock								210,111
Warrants [Member]
Number of warrant to purchase shares of common stock			138,762		138,762		418,909
Fair value of warrants					$ (74,000)		$ (775,000)
Valuation discount amortized during the period					567,000
Debt discount			$ 2,833,000		$ 2,833,000
5th Anniversary [Member] | Warrants [Member]
Warrant exercise price per share			$ 4		$ 4
Fair value of warrants					$ 3,302,000
Cash offering cost					317,000
Valuation discount amortized during the period					219,000
Debt discount			$ 3,400,000		3,400,000
Wunderlich Securities [Member] | Placement Agency Services [Member]
Debt fee amount	$ 160,000
Securities Purchase Agreement [Member]
Secured convertible debt principal amount	$ 3,400,000
Number of warrant to purchase shares of common stock	1,416,667
Note bears interest rate	12.00%
Debt converted into shaes of common stock	1,133,333
Other direct costs	$ 157,000
Proceeds from issuance of debt	$ 3,083,000
Securities Purchase Agreement [Member] | Three Accredited Investors [Member]
Number of warrant to purchase shares of common stock		210,111
Warrant exercise price per share		$ 3
Fair value of warrants		$ 187,000
Warrant term		5 years
Securities Purchase Agreement [Member] | Three Accredited Investors [Member] | Maximum [Member]
Warrant exercise price per share		$ 4.25
Securities Purchase Agreement [Member] | Three Accredited Investors [Member] | Minimum [Member]
Warrant exercise price per share		$ 3
Securities Purchase Agreement [Member] | Warrants [Member]
Fair value of warrants					$ 571,000

Convertible Note - Schedule of

Convertible Note - Schedule of Convertible Notes (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Valuation Discount		$ (78,000)
Net	$ 748,000
Convertible Notes [Member]
12% Convertible Note Payable	3,400,000
Accrued Interest	76,000
Valuation Discount	(2,833,000)	0
Net	$ 748,000

Convertible Note - Schedule o51

Convertible Note - Schedule of Convertible Notes (Details) (Parenthetical)	9 Months Ended
	Sep. 30, 2017
Convertible Notes [Member]
Percentage of convertible note	12.00%

Warrants (Details Narrative)

Warrants (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Jul. 19, 2017	Jul. 13, 2017	Apr. 21, 2017	Apr. 19, 2017
Number of warrant to purchase shares of common stock								1,416,667	210,111
Fair value of warrants	$ (72,000)		$ 3,236,000
Proceeds from warrant exercised			1,650,000	$ 45,000
Modification cost of warrants	$ 1,296,000		1,296,000
Change in warrant liability classification			2,634,000
New Warrants [Member]
Warrant financing costs			$ 689,000
Warrants [Member]
Number of warrant to purchase shares of common stock	138,762		138,762		418,909
Fair value of warrants			$ (74,000)		$ (775,000)
Warrant financing costs			$ 1,480,000
Volatility rate percentage			53.75%
Risk free rate			1.65%
Stock price	$ 2.20		$ 2.20		$ 4.10
Common Stock [Member]
Warrant exercise price	$ 2.20		$ 2.20
Warrant Liability [Member]
Number of warrant to purchase shares of common stock	1,626,778		1,626,778		418,908
Fair value of warrants			$ 3,873,000		$ 775,000
Warrants converted into common shares			1,122,376
Additional Paid In Capital [Member]
Fair value of warrants			$ 1,601,000
Warrant Liability One [Member]
Number of warrant to purchase shares of common stock	138,762		138,762
Fair value of warrants			$ 138,762
Investor [Member]
Number of warrant to purchase shares of common stock	784,549		784,549
Fair value of warrants	$ 1,033,000
Fundamental Transaction Clause [Member]
Fair value of warrants			$ 3,873,000
Warrant Exercise Agreements [Member] | Investor [Member]
Number of warrant to purchase shares of common stock	1,122,376		1,122,376				1,906,925
Warrant exercise price	$ 1.50		$ 1.50
Incremental charge of warrants			$ 1,109,000
Proceeds from warrant exercised			$ 1,650,000
Warrant Exercise Agreements [Member] | Investor [Member] | Tranche One [Member]
Number of warrant to purchase shares of common stock	512,560		512,560
Warrant Exercise Agreements [Member] | Investor [Member] | Tranche Three [Member]
Number of warrant to purchase shares of common stock						87,745
Warrant exercise price	$ 1.55		$ 1.55
Warrant term			5 years
Warrant Exercise Agreements [Member] | Investor [Member] | Tranche Two [Member]
Warrant exercise price	2		$ 2
Warrant term			5 years
Warrant Exercise Agreements [Member] | Investor [Member] | Minimum [Member]
Warrant exercise price	3		$ 3
Warrant Exercise Agreements [Member] | Investor [Member] | Maximum [Member]
Warrant exercise price	$ 4		$ 4

Warrants - Schedule of Warrant

Warrants - Schedule of Warrants Activity (Details) - Warrants [Member]	9 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Shares Outstanding, Beginning Balance | shares	803,909
Shares, Granted | shares	2,227,083
Shares, Exercised | shares	(1,122,376)
Shares, Forfeited or expired | shares
Shares Outstanding, Ending Balance | shares	1,908,616
Shares Exercisable, Ending Balance | shares	611,507
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ / shares	$ 4.50
Weighted-Average Exercise Price, Granted | $ / shares	1.62
Weighted-Average Exercise Price, Exercised | $ / shares	1.50
Weighted-Average Exercise Price, Forfeited or expired | $ / shares
Weighted-Average Exercise Price, Outstanding Ending Balance | $ / shares	2.50
Weighted-Average Exercise Price, Exercisable Ending Balance | $ / shares	$ 4.19
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning Balance	4 years
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending Balance	4 years 2 months 19 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	3 years 3 months 26 days
Aggregate Intrinsic Value Shares Outstanding Beginning | $	$ 26,000
Aggregate Intrinsic Value Shares Granted | $
Aggregate Intrinsic Value Shares Exercised | $	786,000
Aggregate Intrinsic Value Shares Forfeited or expired | $
Aggregate Intrinsic Value Shares Outstanding Ending | $	709,000
Aggregate Intrinsic Value Shares Exercisable | $	$ 57,000

Warrants - Schedule of Warrant

Warrants - Schedule of Warrant Liability (Details) - USD ($)	Jul. 13, 2017	Apr. 21, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016	Apr. 19, 2017
Number of Warrants		1,416,667						210,111
Fair Value - Warrants			$ 72,000		$ (3,236,000)
Issuance Date [Member
Stock Price		$ 4.75
Risk free interest rate		1.51%
Expected Volatility		49.33%
Expected life in years		5 years
Expected dividend yield		0.00%
Number of Warrants		1,626,778
Fair Value - Warrants		$ 3,873,000
Modification Date [Member
Stock Price	$ 2.35	$ 4.75
Risk free interest rate	1.65%	1.51%
Expected Volatility	53.75%	49.33%
Expected life in years		5 years
Expected dividend yield	0.00%	0.00%
Number of Warrants	1,906,925	280,147
Fair Value - Warrants	$ 1,109,000	$ 187,000
Modification Date [Member | Minimum [Member]
Expected life in years	4 years 9 months 7 days
Modification Date [Member | Maximum [Member]
Expected life in years	4 years 10 months 21 days
Warrants [Member]
Stock Price			$ 2.20		$ 2.20		$ 4.10
Risk free interest rate					1.62%		1.58%
Expected Volatility					53.95%		54.71%
Expected life in years					3 years 8 months 2 days		4 years 5 months 1 day
Expected dividend yield					0.00%		0.00%
Number of Warrants			138,762		138,762		418,909
Fair Value - Warrants					$ 74,000		$ 775,000

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Jun. 28, 2017	Sep. 30, 2017	Sep. 30, 2016
Number of common stock shares issued for services, value		$ (99,000)
Board of Directors [Member]
Number of common stock shares issued for services		58,065
Shares issued price per share		$ 1.55
Number of common stock shares issued for services, value		$ 90,000
Common Stock [Member]
Number of common stock shares issued		117,647
Number of common stock shares issued for services		62,365
Number of common stock shares issued for services, value
Common Stock [Member] | Board of Directors [Member]
Number of common stock shares issued for services		117,647
Shares issued price per share		$ 1.70
Number of common stock shares issued for services, value		$ 200,000
Common Stock [Member] | Related Party [Member]
Number of common stock shares issued for services		4,300
Shares issued price per share		$ 2.20
Number of common stock shares issued for services, value		$ 9,000
Series A Preferred Stock [Member]
Preferred stock dividend paid	$ 5,000
Number of common stock shares issued	1,640
Common Stock [Member] | Warrants [Member]
Number of common stock shares issued for services		1,122,376
Shares issued price per share		$ 1.50
Number of common stock shares issued for services, value		$ 1,684,000

Share-Based Payments (Details N

Share-Based Payments (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Equity incentive plans vesting period	3 years
Stock option vesting percentage description	Stock options granted under our equity incentive plans generally vest over 3 years from the date of grant, at 33% per year or over 4 years at 25% per year and expire 5 years from the date of grant.
Market price per share	$ 2.20
Stock based compensation cost	$ 199,000	$ 449,000
Unamortized stock-based compensation	$ 220,000
Expected period duration	1 year 2 months 27 days

Share-Based Payments - Schedule

Share-Based Payments - Schedule of Stock Option Activity (Details)	9 Months Ended
	Sep. 30, 2017USD ($)$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Shares Outstanding, Beginning balance | shares	1,048,500
Shares, Granted | shares
Shares, Exercised | shares
Shares, Forfeited or expired | shares	(334,000)
Shares Outstanding, Ending balance | shares	714,500
Shares Exercisable | shares	503,200
Weighted-Average Exercise Price, Outstanding, Beginning | $ / shares	$ 4.68
Weighted-Average Exercise Price, Granted | $ / shares
Weighted-Average Exercise Price, Exercised | $ / shares
Weighted-Average Exercise Price, Forfeited or expired | $ / shares	4.85
Weighted-Average Exercise Price, Outstanding, Ending | $ / shares	4.60
Weighted-Average Exercise Price, Exercisable | $ / shares	$ 4.65
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning	3 years 9 months 18 days
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending	3 years 4 months 2 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable	2 years 2 months 23 days
Aggregate Intrinsic Value, Share Outstanding, Beginning | $	$ 61,000
Aggregate Intrinsic Value, Share Outstanding, Ending | $
Aggregate Intrinsic Value, Share Exercisable | $