Reed's (REED) 10-Q 13 Aug 18 2018 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2018	Jul. 31, 2018
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	Jun. 30, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		25,548,996
Trading Symbol	REED
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,018

Condensed Balance Sheets

Condensed Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 1,807	$ 12,127
Accounts receivable, net of allowance for doubtful accounts and returns and discounts of $670 and $601, respectively	3,594	2,691
Inventory, net of reserve for obsolescence of $354 and $509, respectively	10,447	5,931
Prepaid expenses and other current assets	572	199
Total Current Assets	16,420	20,948
Property and equipment, net of accumulated depreciation and impairment reserves of $9,666 and $9,339, respectively	94	353
Equipment held for sale	2,184	2,370
Intangible assets	805	805
Total assets	19,503	24,476
Current Liabilities:
Accounts payable	4,307	7,480
Accrued expenses	1,727	220
Advances from officers		277
Revolving line of credit	3,996	3,301
Current portion of capital leases payable	204	198
Current portion of long term financing obligation	231	222
Bank notes	6,244	6,947
Total current liabilities	16,709	18,645
Capital leases payable, less current portion	164	236
Long term financing obligation, less current portion, net of discount of $659 and $714, respectively	1,190	1,250
Convertible note to a related party	3,917	3,690
Warrant liability	159	36
Other long term liabilities	98	111
Total Liabilities	22,237	23,968
Stockholders' equity (deficit):
Series A Convertible Preferred stock, $10 par value, 500,000 shares authorized, 9,411 shares issued and outstanding	94	94
Common stock, $.0001 par value, 40,000,000 shares authorized, 25,525,996 and 24,619,591 shares issued and outstanding, respectively	3	2
Common stock issuable, 634,254 and 400,000 shares, respectively	84	680
Additional paid in capital	52,182	49,833
Accumulated deficit	(55,097)	(50,101)
Total stockholders' equity (deficit)	(2,734)	508
Total liabilities and stockholders' equity (deficit)	$ 19,503	$ 24,476

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts and returns and discounts	$ 670	$ 601
Inventory, reserve for obsolescence net	354	509
Property and equipment, accumulated depreciation and impairment reserves	9,666	9,339
Long term financing obligation, discount	$ 659	$ 714
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	$ 0.0001	$ 0.0001
Common stock, shares authorized	40,000,000	40,000,000
Common stock, shares issued	25,525,996	24,619,591
Common stock, shares outstanding	25,525,996	24,619,591
Common stock issuable shares	634,254	400,000

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Income Statement [Abstract]
Net Sales	$ 9,389	$ 8,864	$ 17,677	$ 17,159
Cost of goods sold	6,347	7,181	12,332	14,391
Gross profit	3,042	1,683	5,345	2,768
Operating expenses:
Delivery and handling expense	1,247	869	2,203	1,612
Selling and marketing expense	1,210	728	2,223	1,516
General and administrative expense	3,407	1,259	4,866	2,297
Total operating expenses	5,864	2,856	9,292	5,425
Loss from operations	(2,822)	(1,173)	(3,947)	(2,657)
Interest expense	(435)	(995)	(921)	(1,513)
Financing and warrant modification costs	0	(978)	0	(978)
Change in fair value of warrant liability	(118)	3,299	(123)	3,308
Net income (loss) basic and diluted	(3,375)	153	(4,991)	(1,840)
Dividends on Series A Convertible Preferred Stock	(5)	(5)	(5)	(5)
Net income (loss) attributable to common stockholders	$ (3,380)	$ 148	$ (4,996)	$ (1,845)
Weighted average number of shares outstanding - basic and diluted	25,142,549	14,013,378	25,067,054	13,982,230
Income (loss) per share - basic and diluted	$ (0.13)	$ 0.01	$ (0.20)	$ (0.13)

Condensed Statement of Changes

Condensed Statement of Changes in Stockholders' Equity (Deficit) (Unaudited) - 6 months ended Jun. 30, 2018 - USD ($) $ in Thousands	Common Stock [Member]	Preferred Stock [Member]	Common Stock Issuable [Member]	Additional Paid In Capital [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2017	$ 2	$ 94	$ 680	$ 49,833	$ (50,101)	$ 508
Balance, Shares at Dec. 31, 2017	24,619,591	9,411	400,000
Fair value of vested options				470		470
Fair value of vested restricted common stock			$ 113	593		706
Fair value of vested restricted common stock, shares			854,592
Dividends on Series A Convertible Preferred Stock					(5)	(5)
Common shares issued to Directors for services provided			$ (709)	709
Common shares issued to Directors for services provided, shares	620,338		(620,338)
Exercise of warrants	$ 1			577		578
Exercise of warrants, shares	286,067
Net loss					(4,991)	(4,991)
Balance at Jun. 30, 2018	$ 3	$ 94	$ 84	$ 52,182	$ (55,097)	$ (2,734)
Balance, Shares at Jun. 30, 2018	25,525,966	9,411	634,254

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Cash flows from operating activities:
Net loss	$ (4,991)	$ (1,840)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	337	667
Amortization of discount on Long-term financing obligation	55	146
Loss on sale of property and equipment	26
Fair value of vested stock options issued to employees	470	228
Fair value of common stock issuable for services	706	90
(Decrease) increase in allowance for doubtful accounts	69	26
(Decrease) increase in inventory reserve	(155)
(Decrease) increase in fair value of warrant liability	123	(3,308)
Fair value of warrants recorded as financing costs		978
Accrual of interest on Convertible note to a related party	227
Changes in operating assets and liabilities:
Accounts receivable	(972)	(271)
Inventory	(4,361)	(1,032)
Prepaid expenses and other assets	(373)	217
Accounts payable	(3,065)	731
Accrued expenses	1,502	235
Other long term obligations	(13)	(37)
Net cash used in operating activities	(10,415)	(3,170)
Cash flows from investing activities:
Proceeds from sale of property and equipment	96
Purchase of property and equipment	(78)	(60)
Net cash provided by (used in) investing activities	18	(60)
Cash flows from financing activities:
Borrowings on line of credit	3,996	205
Repayments of line of credit	(3,301)
Principal repayments on capital expansion loan	(703)	(355)
Principal repayments on long term financial obligation	(106)	(90)
Advances from officers		500
Repayment of amounts due to officers	(277)	(223)
Principal repayments on capital lease obligation	(110)	(90)
Exercise of warrants	578
Proceeds from issuance of convertible note		3,083
Net cash used in financing activities	77	3,030
Net decrease in cash	(10,320)	(200)
Cash at beginning of period	12,127	451
Cash at end of period	1,807	251
Supplemental disclosures of cash flow information:
Cash paid during the period for interest	615	861
Non Cash Investing and Financing Activities:
Debt discount on note recognized as warrant liability		3,083
Property and equipment acquired through capital expansion loan		723
Dividends on Series A Convertible Preferred Stock	5	5
Property and equipment acquired through capital lease	44
Vendor credits issued for fixed asset purchase	$ 108

Basis of Presentation and Liqui

Basis of Presentation and Liquidity	6 Months Ended
	Jun. 30, 2018
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 of Reed’s, Inc. (the “Company”, “we”, “us”, or “our”), are unaudited, but in the opinion of management contain all adjustments, including normal recurring adjustments, necessary to present fairly our financial position at June 30, 2018 and the results of operations and cash flows for the three and six months ended June 30, 2018 and 2017. The balance sheet as of December 31, 2017 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 regarding interim financial reporting. We believe 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 2, 2018. The results of operations for the interim periods presented are not necessarily indicative of the results of operations to be expected for the full fiscal year ending December 31, 2018. 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 six months ended June 30, 2018, the Company recorded a net loss of $4,991 and used cash in operations of $10,415. As of June 30, 2018, we had a stockholder’s deficit of $2,734 and a working capital shortfall of $289 compared to stockholder’s equity of $508 and working capital of $2,303 at December 31, 2017. As of June 30, 2018, the Company had a cash balance of $1,807 and had available borrowing on our Revolving Line of Credit of $2,004, for a total of $3,811 of cash availability. The Revolving Line of Credit matures in October 2018. The Company’s Term Loans and Capital Expansion Loan (together, the “Bank Notes”), totaling $6,244 as of June 30, 2018, also become due in October 2018. On July 19, 2018, the Company executed a term sheet for refinancing of all of these amounts, and management anticipates that the refinancing will be completed prior to October 2018. Historically, we have financed our operations through public and private sales of common stock, issuance of preferred and common stock, convertible debt instruments, term loans and credit lines from financial institutions, and cash generated from operations. We expect to complete a refinancing of the current credit line and certain term loans and moving forward our primary capital source will be positive cash flow from operations. Beginning in June of 2017, we took decisive action to improve our profitability and operating cash flow, including increased outsourcing of our manufacturing process, streamlining our product portfolio, negotiating improved vendor contracts and restructuring our selling prices. The result was a 14 percentage point increase in gross margin for the six months ended June 30, 2018, as compared to the same period of 2017. The Company anticipates the exit of our Los Angeles plant to be completed in 2018, and in December 2017 we recorded a $3,925 impairment charge for fixed asset costs that we do not believe to be recoverable. Additionally, as a result of the planned move of our corporate headquarters (see Note 13), we recorded a charge of $642 for one-time severance and other employee termination costs in June of 2018. We may incur additional 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 our sales goals do not materialize as planned, we believe the Company will be able to reduce its operating costs sufficiently to still achieve positive cash flow from operations. However, there can be no assurance that we will 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, or restructure our debt as planned, we may have insufficient working capital to maintain our operations as we presently intend to conduct them or to fund our expansion, marketing, and product development plans. There can be no assurance we will be able to obtain financing on acceptable terms, or at all.

Significant Accounting Policies

Significant Accounting Policies	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company adopted ASC 606 effective January 1, 2018, and adoption of such standard had no effect on previously reported balances. However, the guidance requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The Company previously recognized and continues to recognize revenue when risk of loss transfers to our customers and collection of the receivable is reasonably assured, which generally occurs when product is shipped. A written order from the customer must be received and credit acceptance procedures performed prior to shipment of product. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance at this time for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis. Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders 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. For the periods ended June 30, 2018 and 2017, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: June 30, 2018 June 30, 2017 Convertible note to a related party 2,266,667 - Warrants 7,039,215 2,430,687 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 634,254 - Options 2,571,504 986,000 Total 12,549,284 3,454,331 The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4. 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, 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, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02”). 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 is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures. 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. 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 a material impact on the Company’s financial position, results of operations, and cash flows. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718); Improvements to Non-Employee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 generally aligns the measurement and classification of share-based awards to non-employees with that of share-based awards to employees. Non-employee equity awards will be measured at the fair value of the equity instruments to be issued, as of the grant date, and the resulting amount will be recognized as expense over the expected or contractual term of the award. The ASU applies to all share-based payments to nonemployees in exchange for goods or services used or consumed in an entity’s own operations. It does not apply to instruments issued to a lender or investor in a financing transaction, or to instruments granted when selling goods or services to customers. ASU 2018-07 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, 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 June 30, 2018, the Company’s largest three customers accounted for 24%, 11%, and 10% of gross sales, respectively. During the six months then ended, two of these customers accounted for 25% and 10% of gross sales, respectively. During the three and six months ended June 30, 2017, the Company’s largest customer accounted for 23% and 22% of gross sales, respectively. As of June 30, 2018, the Company had accounts receivable from two customers which comprised 25% and 10%, respectively, of its gross accounts receivable. As of December 31, 2017, accounts receivable from two customers comprised approximately 23% and 16% of total accounts receivable, respectively. During the three months ended June 30, 2018, the Company made 18% of its purchases from its largest vendor. During the six months then ended, 16% of all purchases were made from this vendor. During both the three and six months ended June 30, 2017, a single vendor accounted for approximately 18% of all purchases. As of June 30, 2018, a single vendor accounted for 24% of the Company’s total accounts payable. As of December 31, 2017, this vendor accounted for 20% of total accounts payable. Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: 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 because interest rates on these obligations are based on prevailing market interest rates. As of June 30, 2018, and December 31, 2017, the Company’s balance sheets included warrant liabilities aggregating $159 and $36 respectively, measured at fair value based on Level 2 inputs.

Inventory

Inventory	6 Months Ended
	Jun. 30, 2018
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 (in thousands): June 30, 2018 December 31, 2017 Raw Materials and Packaging $ 4,195 $ 2,670 Finished Goods 6,252 3,261 Total $ 10,447 $ 5,931 The Company’s reserve for slow moving and obsolete inventory aggregated $354 and $509 as of June 30, 2018 and December 31, 2017, respectively.

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Property and Equipment	4. Property and Equipment Property and equipment is comprised of the following (in thousands): June 30, 2018 December 31, 2017 Land $ 1,107 $ 1,107 Building 2,360 2,360 Vehicles 612 568 Machinery and equipment 4,948 4,924 Equipment under capital leases 226 226 Office equipment 507 507 Book value 9,760 9,692 Accumulated depreciation (5,741 ) (5,414 ) Impairment reserve (3,925 ) (3,925 ) Net book value $ 94 $ 353 Depreciation expense for the three months ended June 30, 2018 and 2017 was $159 and $138, respectively. Depreciation expense for the six months then ended was $337 and $259, respectively. During the year ended December 31, 2017, the Company recorded an impairment charge totaling $3,925 as a result of Management’s decision to exit our Los Angeles facility during 2018. Equipment held for sale consists of the following (in thousands): June 30, 2018 December 31, 2017 Equipment held for sale $ 4,184 $ 4,370 Reserve (2,000 ) (2,000 ) Net book value $ 2,184 $ 2,370

Intangible Assets and Impairmen

Intangible Assets and Impairment Policy	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets and Impairment Policy	5. Intangible Assets and Impairment Policy Intangible assets are comprised of brand names acquired. They have been assigned an indefinite life, as we currently anticipate that they 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 remains appropriate. We first assess qualitative factors to determine whether it is more likely than not that the asset is impaired. If further testing is necessary, we compare the estimated fair value of our asset with its book value. If the carrying amount of the asset exceeds its fair value, as determined by the discounted cash flows expected to be generated by the asset, an impairment loss is recognized in an amount equal to that excess. Based on management’s measurement, there were no indications of impairment at June 30, 2018. Intangible assets consist of the following (in thousands): June 30, 2018 December 31, 2017 Virgil’s 576 $ 576 Sonoma Sparkler 229 229 Brand names $ 805 $ 805

Advances from Officers

Advances from Officers	6 Months Ended
	Jun. 30, 2018
Related Party Transactions [Abstract]
Advances from Officers	6. Advances from Officers In 2017, Christopher Reed (the former Chief Executive Officer and current Chief Innovation Officer of the Company), Robert Reed (the brother of Christopher Reed), and Daniel Miles (former Chief Financial Officer of the Company), collectively advanced $571 to the Company for working capital uses. As of December 31, 2017, $277 of these advances remained outstanding. This balance was repaid during the quarter ended March 31, 2018 with a three percent fee.

Line of Credit and Bank Notes

Line of Credit and Bank Notes	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Line of Credit and Bank Notes	7. Line of Credit and Bank Notes As of June 30, 2018, the Company had a Loan and Security Agreement with PMC Financial Services Group, LLC (the “PMC Agreement”), which includes a $6,000 Revolving Line of Credit, a $3,000 Term Loan, and a Capital Expansion Loan (“CAPEX Loan”). Amounts borrowed under the PMC Agreement are secured by substantially all the assets of the Company and become due in October 2018. On July 19, 2018, the Company received a signed term sheet for a secured revolving credit line with borrowing capacity to repay all amounts outstanding under the PMC Agreement as well as provide additional working capital if needed at reduced borrowing costs. Completion of the transaction is subject to negotiation of mutually agreeable definitive agreements. Management anticipates that the refinancing will be completed prior to October 2018. The provisions of the PMC Agreement, in place as of June 30, 2018, are as follows. Revolving Line of Credit The Revolving Line of Credit, which matures on October 21, 2018, provides for borrowings of up to 85% of accounts receivable and 60% of eligible inventory, not to exceed $6,000. It is secured by substantially all of the Company’s assets. As of June 30, 2018, $3,996 was outstanding under the Revolving Line of Credit, and the Company had $2,004 of additional borrowing availability as of that date. Borrowings under the Revolving Line of Credit aggregated $3,301 as of December 31, 2017. Bank Notes Bank Notes consist of the following as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Term Loans $ 3,000 $ 3,000 CAPEX loan 3,244 3,947 Net $ 6,244 $ 6,947 The Term Loans are secured by all of the unencumbered assets of the Company and are due on October 1, 2018. The CAPEX loan is secured by all of the property and equipment purchased under the loan, and is due on October 21, 2018. Interest Rates Interest rates on borrowings under the PMC Agreement are generally calculated on a sliding scale based on our trailing six month EBITDA. If unused cash availability meets pre-established thresholds, interest rates are generally reduced to a contractual base rate plus any increase in the prime rate. The Revolving Line of Credit also bears a monthly collateral monitoring fee of .45%. The following chart summarizes loan interest rates as of June 30, 2018: Base Interest Rate Increase in Prime Current Rate Line of Credit (Prime Plus) 3.60 % 1.80 % 5.40 % Term A 9.00 % 1.50 % 10.50 % Term B 11.60 % 1.50 % 13.10 % CAPEX Loan 9.00 % 1.50 % 10.50 %

Capital Leases Payable

Capital Leases Payable	6 Months Ended
	Jun. 30, 2018
Leases [Abstract]
Capital Leases Payable	8. Capital Leases Payable As of June 30, 2018, the Company leased certain assets including equipment for its brewery operations, with an original aggregate value of $944. The Company’s total payment obligation includes interest at rates ranging from 6.51% to 17.31% per annum. Future minimum lease payments as of June 30, 2018 are as follows: Years Ending December 31, 2018 $ 105 2019 227 2020 62 2021 6 2022 - Total payments $ 400 Less: Amount representing interest 32 Present value of net minimum lease payments $ 368 Less: Current portion 204 Non-current portion $ 164

Long-Term Financing Obligation

Long-Term Financing Obligation	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Long-Term Financing Obligation	9. Long-term Financing Obligation Our Long-term financing obligation is comprised of the following (in thousands): June 30, 2018 December 31, 2017 Financing obligation $ 2,080 $ 2,186 Unamortized valuation discount (659 ) (714 ) Net financing obligation $ 1,421 $ 1,472 Less current portion (231 ) (222 ) Long term financing obligation $ 1,190 $ 1,250 As the result of a 2009 sale-leaseback transaction, the Company leases two buildings and certain of its brewery equipment (the majority of the assets of our Los Angeles plant). The transaction was accounted for as a long-term financing arrangement, and the proceeds from the sale were recorded as a financing obligation in the initial amount of $3,056. Monthly payments of approximately $35 under the arrangement are recorded as a reduction in the financing obligation and as interest expense at an implicit rate of 9.9%. In connection with the financing obligation and subsequent amendments, the Company issued 600,000 warrants to purchase its common stock. The 600,000 warrants were valued at an aggregate amount of $1,336 which was recorded as a valuation discount. The discount is being amortized over 15 years, the term of the purchase option.

Convertible Note to a Related P

Convertible Note to a Related Party	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Convertible Note to a Related Party	10. Convertible Note to a Related Party The Convertible Note to a Related Party consists of the following (in thousands): June 30, 2018 December 31, 2017 12% Convertible Note Payable $ 3,400 $ 3,400 Accrued Interest 517 290 Total obligation $ 3,917 $ 3,690 On April 21, 2017, pursuant to a Securities Purchase Agreement, the Company issued a secured, convertible, subordinated, non-redeemable note in the principal amount of $3,400, and a warrant to purchase 1,416,667 shares of common stock. The purchaser, Raptor/Harbor Reeds SPV LLC, beneficially owned approximately 27.8% of the Company’s common stock at each of June 30, 2018 and December 31, 2017. The note bears interest at a rate of 12% per annum, compounded monthly. It is secured by the Company’s assets, subordinate to the first priority security interest of PMC Financial Services Group, LLC. The note may not be prepaid and matures on April 21, 2021. It may be converted, at any time and from time to time, into shares of common stock of the Company, at a revised conversion price of $1.50. The warrant will expire on April 21, 2019 and has an adjusted exercise price equal to $1.50 per share. The note and warrant contain customary anti-dilution provisions, and the shares of common stock issuable upon conversion of the note and exercise of the warrant have been registered on Form S-1. The investor was also granted the right to participate in future financing transactions of the Company for a term of two years.

Warrant Liability

Warrant Liability	6 Months Ended
	Jun. 30, 2018
Warrant Liability
Warrant Liability	11. Warrant Liability Certain of the Company’s outstanding warrants require the Company to pay cash to the warrant holders, in the event of a fundamental transaction as defined. Such warrants are accounted for as liabilities in accordance with ASC 480. These liabilities are measured at fair value each reporting period and the change in the fair value is recognized in earnings in the accompanying Statements of Operations. The fair value of the warrant liability was determined using the Black-Scholes-Merton option pricing model at June 30, 2018 and December 31, 2017, using the following assumptions: June 30, 2018 December 31, 2017 Stock Price $ 2.85 $ 1.55 Risk free interest rate 2.18 % 1.74 % Expected volatility 73.59 % 56.06 % Expected life in years 2.93 3.42 Expected dividend yield 0 % 0 % Fair Value - Warrants $ 159 $ 36 The risk-free interest rate is based on rates established by the Federal Reserve Bank. The Company uses the historical volatility of its common stock to estimate its future volatility. The expected life of the warrant is based upon its remaining contractual life. The expected dividend yield reflects that the Company has not paid dividends to its common stockholders in the past and does not expect to do so in the foreseeable future.

Stock Based Activity

Stock Based Activity	6 Months Ended
	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Based Activity	12. Stock Based Activity Common stock issued On January 10, 2018, the Company’s Board of Directors (“Board”) awarded certain independent Directors an aggregate of 400,000 shares of common stock pursuant to Reed’s 2017 Incentive Compensation Plan (“the Plan”). The shares were issued as compensation for services provided during 2017, accordingly the Company recognized $680, the fair value of the shares, as compensation expense during the year ended December 31, 2017. The shares were issued during the first quarter of 2018. Stock Awards The following table summarizes restricted stock activity during the six months ended June 30, 2018: Number of Shares Fair Value (in thousands) Weighted Average Grant Date Fair Value Non-vested, December 31, 2017 - - - Granted 854,592 $ 1,412 $ 1.65 Vested (427,296 ) (706 ) 1.65 Forfeited - - - Non-vested, June 30, 2018 427,296 $ 706 $ 1.65 In the first quarter of 2018, the independent Directors of the Board were granted an aggregate of 70,588 shares of restricted common stock pursuant to the Plan. The shares vest in four equal installments during 2018, and the $120 fair value of the shares is being amortized ratably over that period. During the six months ended June 30, 2018, 34,704 vested shares were issued. On January 10, 2018, pursuant to its employment agreement with Mr. Valentin Stalowir, Chief Executive Officer of the Company, dated June 28, 2017, the Company’s Board granted to Mr. Stalowir an award of 371,268 shares of restricted common stock with a fair value of $631, pursuant to the Plan. The award vests over 18 months, and the fair value of the grant is being amortized to compensation expense through June 2019. During the six months ended June 30, 2018, 185,634 shares of common stock vested puruant to the award and were issued to Mr. Stalowir. On March 28, 2018, the Company’s Board awarded Mr. Stalowir an additional award of 412,736 shares of restricted common stock with a fair value of $660 pursuant to the Plan. This award is subject to shareholder approval to increase the number of shares available under the Plan, and will not otherwise be issued until January 2019. The fair value of these shares is also being amortized to compensation expense through June 2019 when the shares vest. Restricted common stock issued pursuant to the Plan is subject to such restrictions as determined by the Compensation Committee of the Board, which may include restrictions on the sale of such shares or the right to receive dividends thereon. Additionally, the restricted common stock is subject to a risk of forfeiture, generally upon termination of employment or service during the vesting period. Vesting may be dependent upon the recipient’s continued relationship with the Company, or may depend upon the achievement of certain pre-established performance goals. During the six months ended June 30, 2018, an aggregate of $706 was recognized as compensation expense relative to these awards. As of June 30, 2018, the amount of unvested compensation related to issuances of restricted common stock awardswas approximately $706, which will be recognized as an expense in future periods as the shares vest. Stock options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2017 677,500 $ 4.35 Granted 2,412,504 $ 1.62 5.76 Exercised - $ - Unvested forfeited or expired 414,800 $ 2.48 Vested forfeited or expired 103,700 $ 3.99 Outstanding at June 30, 2018 2,571,504 $ 2.13 8.52 $ 2,462,218 Exercisable at June 30, 2018 699,080 $ 3.07 6.31 $ 418,945 The aggregate intrinsic value was calculated as the difference between the closing market price as of June 30, 2018, which was $2.85, and the exercise price of the outstanding stock options. On January 10, 2018, pursuant to its employment agreement with Valentin Stalowir dated June 28, 2017, the Company’s Board granted to Mr. Stalowir options to purchase 371,268 shares of stock, pursuant to the Plan. The options have an exercise price of $1.70, vest over 18 months, and have a 10 year life. The $370 fair value of the options is being amortized through June 2019. On March 28, 2018, the Company approved the issuance of options to purchase 1,628,500 shares of common stock to certain current employees, officers and Directors pursuant to the Plan. One half of these options vest annually over a four-year period; the other half of these options will vest based on performance criteria to be established by the Board at its discretion. The $1,441 fair value of the options is being amortized through March 31, 2022. Also, on March 28, 2018, the Company approved the repricing of former Chief Financial Officer Mr. Miles’ 2015 Plan options to the market price of $1.60, and extended the option period an additional four years. On March 28, 2018, the Board awarded Mr. Stalowir options to purchase 412,736 shares of common stock, which are subject to shareholder approval to increase the number of shares available under the Plan, and are not otherwise issuable until January 2019. One half of these options will vest annually over a four-year period; the other half of these options will vest based on performance criteria to be established by the Board. The fair value of these options of $389 is being amortized through March 31, 2022. During the three and six months ended June 30, 2018, the Company recognized $309 and $470 of compensation expense relating to outstanding stock options. As of June 30, 2018, the amount of unvested compensation related to stock options was approximately $1,529 which will be recorded as an expense in future periods as the options vest. As of June 30, 2018, the company has accrued $571 of compensation expense, consisting of amounts due Mr. Stalowir for anticipated performance bonuses earned through that date by the terms of his employment agreement with the Company, as well as the tax liability arising from the share-based awards described above. Common Stock Purchase Warrants Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31,2017 7,325,282 $ 2.09 3.43 Granted Exercised 286,067 $ 2.03 Forfeited or expired 0 Outstanding at June 30, 2018 7,039,215 $ 1.94 3.45 $ 6,406 Exercisable at June 30, 2018 6,526,342 $ 2.10 3.36 $ 4,895 The intrinsic value was calculated as the difference between the closing market price as of June 30, 2018, which was $2.85, and the exercise price of the Company’s warrants to purchase common stock. During the six months ended June 30, 2018, warrants to acquire 286,067 shares of common stock were exercised, resulting in proceeds of $578 to the Company.

Subsequent Event - Company Relo

Subsequent Event - Company Relocation	6 Months Ended
	Jun. 30, 2018
Subsequent Events [Abstract]
Subsequent Event - Company Relocation	13. Subsequent Event – Company Relocation In August of 2018, the company concluded negotiations for a lease on new office space and plans to relocate its Company headquarters to Norwalk, CT over the next several months after completing the exit of the Company’s production facility in Los Angeles, CA. The Company’s move to Norwalk, CT, is consistent with its recent focus on a streamlined sales and marketing organization that is better positioned for future growth and enhanced profitability. The new Norwalk office will serve as headquarters for the Company’s operations, business development, sales and marketing, finance, supply chain, HR and other corporate functions. With key leadership already based in the Tri-State area, including support agencies leading the Company’s marketing, advertising and public relations efforts, this will ensure a seamless transition. The term of the lease is for 6.5 years with monthly payments of $10 during the first 3 years and then adjusting to $20 through December 15, 2024. The Company expects the lease to be executed and effective in August 2018.

Significant Accounting Polici20

Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Revenue Recognition	Revenue Recognition In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied. The Company adopted ASC 606 effective January 1, 2018, and adoption of such standard had no effect on previously reported balances. However, the guidance requires additional disclosures to help users of financial statements better understand the nature, amount, timing, and uncertainty of revenue that is recognized. The Company previously recognized and continues to recognize revenue when risk of loss transfers to our customers and collection of the receivable is reasonably assured, which generally occurs when product is shipped. A written order from the customer must be received and credit acceptance procedures performed prior to shipment of product. The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time. All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them. The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance at this time for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.
Loss Per Common Share	Loss per Common Share Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income applicable to common stockholders 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. For the periods ended June 30, 2018 and 2017, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have had an anti-dilutive effect. The potentially dilutive securities consisted of the following: June 30, 2018 June 30, 2017 Convertible note to a related party 2,266,667 - Warrants 7,039,215 2,430,687 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 634,254 - Options 2,571,504 986,000 Total 12,549,284 3,454,331 The Series A Convertible Preferred Stock is convertible into Common shares at the rate of 1:4.
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, 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, analysis of impairments of recorded long-term tangible and intangible assets, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (ASU 2016-02”). 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 is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures. 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. 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 a material impact on the Company’s financial position, results of operations, and cash flows. In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718); Improvements to Non-Employee Share-Based Payment Accounting” (“ASU 2018-07”). ASU 2018-07 generally aligns the measurement and classification of share-based awards to non-employees with that of share-based awards to employees. Non-employee equity awards will be measured at the fair value of the equity instruments to be issued, as of the grant date, and the resulting amount will be recognized as expense over the expected or contractual term of the award. The ASU applies to all share-based payments to nonemployees in exchange for goods or services used or consumed in an entity’s own operations. It does not apply to instruments issued to a lender or investor in a financing transaction, or to instruments granted when selling goods or services to customers. ASU 2018-07 is effective for annual periods beginning after December 15, 2018, and interim periods within those annual periods. Early adoption is permitted. The Company is currently evaluating the expected impact that the standard could have on its financial statements and related disclosures. Other recent accounting pronouncements issued by the FASB, 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 June 30, 2018, the Company’s largest three customers accounted for 24%, 11%, and 10% of gross sales, respectively. During the six months then ended, two of these customers accounted for 25% and 10% of gross sales, respectively. During the three and six months ended June 30, 2017, the Company’s largest customer accounted for 23% and 22% of gross sales, respectively. As of June 30, 2018, the Company had accounts receivable from two customers which comprised 25% and 10%, respectively, of its gross accounts receivable. As of December 31, 2017, accounts receivable from two customers comprised approximately 23% and 16% of total accounts receivable, respectively. During the three months ended June 30, 2018, the Company made 18% of its purchases from its largest vendor. During the six months then ended, 16% of all purchases were made from this vendor. During both the three and six months ended June 30, 2017, a single vendor accounted for approximately 18% of all purchases. As of June 30, 2018, a single vendor accounted for 24% of the Company’s total accounts payable. As of December 31, 2017, this vendor accounted for 20% of total accounts payable.
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company uses various inputs in determining the fair value of its financial assets and liabilities and measures these assets on a recurring basis. Financial assets recorded at fair value are categorized by the level of subjectivity associated with the inputs used to measure their fair value. Accounting Standards Codification Section 820 defines the following levels of subjectivity associated with the inputs: 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 because interest rates on these obligations are based on prevailing market interest rates. As of June 30, 2018, and December 31, 2017, the Company’s balance sheets included warrant liabilities aggregating $159 and $36 respectively, measured at fair value based on Level 2 inputs.

Significant Accounting Polici21

Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2018
Accounting Policies [Abstract]
Schedule of Potentially Dilutive Securities	The potentially dilutive securities consisted of the following: June 30, 2018 June 30, 2017 Convertible note to a related party 2,266,667 - Warrants 7,039,215 2,430,687 Common stock equivalent of Series A Convertible Preferred Stock 37,644 37,644 Unvested restricted common stock 634,254 - Options 2,571,504 986,000 Total 12,549,284 3,454,331

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Jun. 30, 2018
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 (in thousands): June 30, 2018 December 31, 2017 Raw Materials and Packaging $ 4,195 $ 2,670 Finished Goods 6,252 3,261 Total $ 10,447 $ 5,931

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2018
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment is comprised of the following (in thousands): June 30, 2018 December 31, 2017 Land $ 1,107 $ 1,107 Building 2,360 2,360 Vehicles 612 568 Machinery and equipment 4,948 4,924 Equipment under capital leases 226 226 Office equipment 507 507 Book value 9,760 9,692 Accumulated depreciation (5,741 ) (5,414 ) Impairment reserve (3,925 ) (3,925 ) Net book value $ 94 $ 353
Schedule of Equipment Held for Sale	Equipment held for sale consists of the following (in thousands): June 30, 2018 December 31, 2017 Equipment held for sale $ 4,184 $ 4,370 Reserve (2,000 ) (2,000 ) Net book value $ 2,184 $ 2,370

Intangible Assets and Impairm24

Intangible Assets and Impairment Policy (Tables)	6 Months Ended
	Jun. 30, 2018
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Intangible Assets Trademarks	Intangible assets consist of the following (in thousands): June 30, 2018 December 31, 2017 Virgil’s 576 $ 576 Sonoma Sparkler 229 229 Brand names $ 805 $ 805

Line of Credit and Bank Notes (

Line of Credit and Bank Notes (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Schedule of Bank Notes	Bank Notes consist of the following as of June 30, 2018 and December 31, 2017 (in thousands): June 30, 2018 December 31, 2017 Term Loans $ 3,000 $ 3,000 CAPEX loan 3,244 3,947 Net $ 6,244 $ 6,947
Schedule of Interest Rates of Loans	The following chart summarizes loan interest rates as of June 30, 2018: Base Interest Rate Increase in Prime Current Rate Line of Credit (Prime Plus) 3.60 % 1.80 % 5.40 % Term A 9.00 % 1.50 % 10.50 % Term B 11.60 % 1.50 % 13.10 % CAPEX Loan 9.00 % 1.50 % 10.50 %

Capital Leases Payable (Tables)

Capital Leases Payable (Tables)	6 Months Ended
	Jun. 30, 2018
Leases [Abstract]
Schedule of Future Minimum Lease Payments Under Capital Leases	Future minimum lease payments as of June 30, 2018 are as follows: Years Ending December 31, 2018 $ 105 2019 227 2020 62 2021 6 2022 - Total payments $ 400 Less: Amount representing interest 32 Present value of net minimum lease payments $ 368 Less: Current portion 204 Non-current portion $ 164

Long-Term Financing Obligation

Long-Term Financing Obligation (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Schedule of Long-Term Financing Obligation	Our Long-term financing obligation is comprised of the following (in thousands): June 30, 2018 December 31, 2017 Financing obligation $ 2,080 $ 2,186 Unamortized valuation discount (659 ) (714 ) Net financing obligation $ 1,421 $ 1,472 Less current portion (231 ) (222 ) Long term financing obligation $ 1,190 $ 1,250

Convertible Note to a Related28

Convertible Note to a Related Party (Tables)	6 Months Ended
	Jun. 30, 2018
Debt Disclosure [Abstract]
Schedule of Convertible Notes	The Convertible Note to a Related Party consists of the following (in thousands): June 30, 2018 December 31, 2017 12% Convertible Note Payable $ 3,400 $ 3,400 Accrued Interest 517 290 Total obligation $ 3,917 $ 3,690

Warrant Liability (Tables)

Warrant Liability (Tables)	6 Months Ended
	Jun. 30, 2018
Warrant Liability
Schedule of Warrant Liability Using Assumptions	The fair value of the warrant liability was determined using the Black-Scholes-Merton option pricing model at June 30, 2018 and December 31, 2017, using the following assumptions: June 30, 2018 December 31, 2017 Stock Price $ 2.85 $ 1.55 Risk free interest rate 2.18 % 1.74 % Expected volatility 73.59 % 56.06 % Expected life in years 2.93 3.42 Expected dividend yield 0 % 0 % Fair Value - Warrants $ 159 $ 36

Stock Based Activity (Tables)

Stock Based Activity (Tables)	6 Months Ended
	Jun. 30, 2018
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summarys Non-vested Restricted Stock Activity	The following table summarizes restricted stock activity during the six months ended June 30, 2018: Number of Shares Fair Value (in thousands) Weighted Average Grant Date Fair Value Non-vested, December 31, 2017 - - - Granted 854,592 $ 1,412 $ 1.65 Vested (427,296 ) (706 ) 1.65 Forfeited - - - Non-vested, June 30, 2018 427,296 $ 706 $ 1.65
Schedule of Stock Option Activity	Stock options Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31, 2017 677,500 $ 4.35 Granted 2,412,504 $ 1.62 5.76 Exercised - $ - Unvested forfeited or expired 414,800 $ 2.48 Vested forfeited or expired 103,700 $ 3.99 Outstanding at June 30, 2018 2,571,504 $ 2.13 8.52 $ 2,462,218 Exercisable at June 30, 2018 699,080 $ 3.07 6.31 $ 418,945
Schedule of Stock Warrants Activity	Common Stock Purchase Warrants Shares Weighted-Average Exercise Price Weighted-Average Remaining Contractual Terms (Years) Aggregate Intrinsic Value Outstanding at December 31,2017 7,325,282 $ 2.09 3.43 Granted Exercised 286,067 $ 2.03 Forfeited or expired 0 Outstanding at June 30, 2018 7,039,215 $ 1.94 3.45 $ 6,406 Exercisable at June 30, 2018 6,526,342 $ 2.10 3.36 $ 4,895

Basis of Presentation and Liq31

Basis of Presentation and Liquidity (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 3,375	$ (153)	$ 4,991	$ 1,840
Net cash provided by (used in) operating activities			10,415	3,170
Stockholders' deficit	(2,734)		(2,734)		$ 508
Working capital shortfall	289		289		2,303
Cash balance	1,807	$ 251	1,807	$ 251	12,127	$ 451
Line of credit remaining borrowing capacity	2,004		2,004
Cash availability			3,811
Notes payable to bank	$ 6,244		$ 6,244
Maturity due date			Oct. 31, 2018
Increase in gross margin percentage			14.00%
Impairment charge			$ 3,925		$ 3,925
Severance and other termination costs			$ 642

Significant Accounting Polici32

Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Warrant liabilities	$ 159		$ 159		$ 36
Customer One [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	24.00%	23.00%	25.00%	22.00%
Customer One [Member] | Accounts Receivable [Member]
Percentage of sale accounted to customer			25.00%		23.00%
Customer Two [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	11.00%		10.00%
Customer Two [Member] | Accounts Receivable [Member]
Percentage of sale accounted to customer			10.00%		16.00%
Customer Three [Member] | Sales Revenue, Net [Member]
Percentage of sale accounted to customer	10.00%
Vendor One [Member]
Percentage of sale accounted to customer	18.00%	18.00%	16.00%	18.00%
Vendor One [Member] | Accounts Payable [Member]
Percentage of sale accounted to customer			24.00%		20.00%
Series A Convertible Preferred Stock [Member]
Convertible ratio, description			rate of 1:4

Significant Accounting Polici33

Significant Accounting Policies - Schedule of Potentially Dilutive Securities (Details) - shares	6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Potentially dilutive securities	12,549,284	3,454,331
Convertible Note [Member]
Potentially dilutive securities	2,266,667
Warrants [Member]
Potentially dilutive securities	7,039,215	2,430,687
Common Stock Equivalent of Series A Convertible Preferred Stock [Member]
Potentially dilutive securities	37,644	37,644
Unvested Restricted Common Stock [Member]
Potentially dilutive securities	634,254
Options [Member]
Potentially dilutive securities	2,571,504	986,000

Inventory (Details Narrative)

Inventory (Details Narrative) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Inventory reserve for obsolescence	$ 354	$ 509

Inventory - Schedule of Invento

Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Inventory Disclosure [Abstract]
Raw Materials and Packaging	$ 4,195	$ 2,670
Finished Goods	6,252	3,261
Inventory, total	$ 10,447	$ 5,931

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 159	$ 138	$ 337	$ 259
Impairment of assets			$ 3,925		$ 3,925

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Land	$ 1,107	$ 1,107
Building	2,360	2,360
Vehicles	612	568
Machinery and equipment	4,948	4,924
Equipment under capital leases	226	226
Office equipment	507	507
Book value	9,760	9,692
Accumulated depreciation	(5,741)	(5,414)
Impairment reserve	(3,925)	(3,925)
Net book value	$ 94	$ 353

Property and Equipment - Sche38

Property and Equipment - Schedule of Equipment Held for Sale (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Property, Plant and Equipment [Abstract]
Equipment held for sale	$ 4,184	$ 4,370
Reserve	(2,000)	(2,000)
Net book value	$ 2,184	$ 2,370

Intangible Assets and Impairm39

Intangible Assets and Impairment Policy - Schedule of Intangible Assets Trademarks (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Brand names	$ 805	$ 805
Virgil's [Member]
Brand names	576	576
Sonoma Sparkler [Member]
Brand names	$ 229	$ 229

Advances from Officers (Details

Advances from Officers (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Jun. 30, 2018	Dec. 31, 2017
Related Party Transactions [Abstract]
Advance to affiliate			$ 571
Advances from officers			$ 277
Percentage for fees	3.00%

Line of Credit and Bank Notes41

Line of Credit and Bank Notes (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2018	Dec. 31, 2017
Term loan	$ 1,421	$ 1,472
Loan maturity date	Oct. 31, 2018
Line of credit borrowing availability	$ 6,000
Line of credit current	3,996	$ 3,301
Line of credit remaining borrowing capacity	$ 2,004
Monthly management fee percentage	0.45%
Revolving Credit Facility [Member]
Loan maturity description	The Revolving Line of Credit, which matures on October 21, 2018
Percentage of borrowing based on accounts receivable	85.00%
Percentage of borrowing based on eligible inventory	60.00%
Capex Loan [Member]
Loan maturity date	Oct. 21, 2018
PMC Financial Services Group, LLC [Member] | Loan and Security Agreement [Member]
Line of credit	$ 6,000
Term loan	$ 3,000
Loan maturity date	Oct. 31, 2018

Line of Credit and Bank Notes -

Line of Credit and Bank Notes - Schedule of Bank Notes (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Net	$ 6,244
Bank Notes [Member]
Term Loans	3,000	$ 3,000
CAPEX loan	3,244	3,947
Net	$ 6,244	$ 6,947

Line of Credit and Bank Notes43

Line of Credit and Bank Notes - Schedule of Interest Rates of Loans (Details)	Jun. 30, 2018
Line of Credit (Prime Plus) [Member]
Interest Rate	5.40%
Term A [Member]
Interest Rate	10.50%
Term B [Member]
Interest Rate	13.10%
CAPEX Loan [Member]
Interest Rate	10.50%
Base Interest Rate [Member] | Line of Credit (Prime Plus) [Member]
Interest Rate	3.60%
Base Interest Rate [Member] | Term A [Member]
Interest Rate	9.00%
Base Interest Rate [Member] | Term B [Member]
Interest Rate	11.60%
Base Interest Rate [Member] | CAPEX Loan [Member]
Interest Rate	9.00%
Increase in Prime [Member] | Line of Credit (Prime Plus) [Member]
Interest Rate	1.80%
Increase in Prime [Member] | Term A [Member]
Interest Rate	1.50%
Increase in Prime [Member] | Term B [Member]
Interest Rate	1.50%
Increase in Prime [Member] | CAPEX Loan [Member]
Interest Rate	1.50%

Capital Leases Payable (Details

Capital Leases Payable (Details Narrative) $ in Thousands	Jun. 30, 2018USD ($)
Equipment held under capital leases	$ 944
Minimum [Member]
Percentage of interest for lease amount	6.51%
Maximum [Member]
Percentage of interest for lease amount	17.31%

Capital Leases Payable - Schedu

Capital Leases Payable - Schedule of Future Minimum Lease Payments Under Capital Leases (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Leases [Abstract]
2,018	$ 105
2,019	227
2,020	62
2,021	6
2,022
Total payments	400
Less: Amount representing interest	32
Present value of net minimum lease payments	368
Less: Current portion	204	$ 198
Non-current portion	$ 164	$ 236

Long-Term Financing Obligatio46

Long-Term Financing Obligation (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017
Monthly payments of interest expenses			$ 35
Percentage of interest expense and reduction in the financing obligation at implicit rate			9.90%
Change in fair value of warrant liability	$ 118	$ (3,299)	$ 123	$ (3,308)
Warrants [Member] | Financing Obligation [Member]
Number of warrants to purchase of common stock	600,000		600,000
Change in fair value of warrant liability			$ 1,336
Valuation of discount amortized period			15 years
Los Angeles Plant [Member]
Loan payable that resulted from the sale of fixed assets			$ 3,056

Long-Term Financing Obligatio47

Long-Term Financing Obligation - Schedule of Long-Term Financing Obligation (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Debt Disclosure [Abstract]
Financing obligation	$ 2,080	$ 2,186
Unamortized valuation discount	(659)	(714)
Net long term financing obligation	1,421	1,472
Less current portion	(231)	(222)
Long term financing obligation	$ 1,190	$ 1,250

Convertible Note to a Related48

Convertible Note to a Related Party (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Apr. 21, 2017	Jun. 30, 2018	Dec. 31, 2017
Debt maturity date		Oct. 31, 2018
Raptor/Harbor Reeds SPV LLC [Member]
Ownership percentage		27.80%	27.80%
Raptor/Harbor Reeds SPV LLC [Member] | Reduced Price Per Share [Member]
Conversion price	$ 1.50
Securities Purchase Agreement [Member]
Secured convertible debt principal amount	$ 3,400
Number of warrants to purchase of common stock	1,416,667
Note bears interest rate	12.00%
Debt maturity date	Apr. 21, 2021
Warrant expired date	Apr. 21, 2019
Warrant exercise price	$ 1.50

Convertible Note to a Related49

Convertible Note to a Related Party - Schedule of Convertible Notes (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Dec. 31, 2017
Convertible Note Payable, Net	$ 3,917	$ 3,690
Convertible Notes [Member]
12% Convertible Note Payable	3,400	3,400
Accrued Interest	517	290
Convertible Note Payable, Net	$ 3,917	$ 3,690

Convertible Note to a Related50

Convertible Note to a Related Party - Schedule of Convertible Notes (Details) (Parenthetical)	6 Months Ended
	Jun. 30, 2018
Convertible Notes [Member]
Percentage of convertible note	12.00%

Warrant Liability - Schedule of

Warrant Liability - Schedule of Warrant Liability Using Assumptions (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2018	Jun. 30, 2017	Dec. 31, 2017
Fair Value - Warrants	$ 118	$ (3,299)	$ 123	$ (3,308)
Warrants [Member]
Risk free interest rate			2.18%		1.74%
Expected volatility			73.59%		56.06%
Expected life in years			2 years 11 months 4 days		3 years 5 months 1 day
Expected dividend yield			0.00%		0.00%
Fair Value - Warrants			$ 159		$ 36
Warrants [Member]
Stock Price	$ 2.85		$ 2.85		$ 1.55

Stock Based Activity (Details N

Stock Based Activity (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Mar. 28, 2018	Jan. 10, 2018	Jun. 30, 2018	Mar. 31, 2018	Jun. 30, 2018	Jun. 30, 2017
Number of common shares issued for compensation, value
Number of vested shares issued, shares					34,704
Compensation cost of stock awards					$ 706
Exercise price of the outstanding stock options			$ 2.85		$ 2.85
Stock-based compensation			$ 309		$ 470
Number of warrants exercised to acquire common shares					286,067
Proceeds from exercise of warrants					$ 578
Stock Warrants [Member]
Weighted-Average Exercise Price, Outstanding Beginning Balance			$ 2.85		$ 2.85
Stock Options [Member]
Unvested compensation not yet recognized			$ 1,529		$ 1,529
Employment Agreement [Member] | Stock Options [Member]
Options to purchase shares of common stock		371,268
Number of option issued exercise price per share		$ 1.70
Stock option description		The options have an exercise price of $1.70, vest over 18 months, and have a 10 year life.
Fair value of options		$ 370
Restricted Stock [Member]
Number of vested shares issued, shares					427,296
Unvested compensation not yet recognized			$ 706		$ 706
Mr Valentin Stalowir [Member] | Employment Agreement [Member]
Number of vested shares issued, shares					185,634
Mr Valentin Stalowir [Member] | Restricted Stock [Member] | Employment Agreement [Member]
Number of restricted common stock issued, shares		371,268
Number of restricted common stock issued		$ 631
Valentin Stalowir [Member]
Stock-based compensation					$ 571
Valentin Stalowir [Member] | Stock Options [Member]
Number of common shares issued for compensation	412,736
Stock option description	One half of these options will vest annually over a four-year period
Fair value of options	$ 389
2017 Incentive Compensation Plan [Member]
Stock options for the officers and directors amount	1,628,500
Fair value of options	$ 1,441
2017 Incentive Compensation Plan [Member] | Independent Directors [Member]
Number of common shares issued for compensation		400,000
Number of common shares issued for compensation, value		$ 680
2017 Incentive Compensation Plan [Member] | Independent Directors [Member] | Restricted Stock [Member]
Number of restricted common stock issued, shares				70,588
Number of restricted common stock issued				$ 120
2017 Incentive Compensation Plan [Member] | Valentin Stalowir [Member] | Restricted Stock [Member]
Number of restricted common stock issued, shares	412,736
Number of restricted common stock issued	$ 660
2015 Plan [Member] | Mr. Miles [Member]
Stock options at market price per share	$ 1.60

Stock Based Activity - Summarys

Stock Based Activity - Summarys Non-vested Restricted Stock Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Number of Shares, Vested	(34,704)
Restricted Stock [Member]
Number of Shares Non-vested, beginning balance
Number of Shares, Granted	854,592
Number of Shares, Vested	(427,296)
Number of Shares, Forfeited
Number of Shares Non-vested, ending balance	427,296
Fair Value Non-vested, beginning balance | $
Fair Value, Granted | $	1,412
Fair Value, Vested | $	(706)
Fair Value, Forfeited | $
Fair Value, Non-vested, ending balance | $	$ 706
Weighted Average Grant Date Fair Value, Non-vested beginning balance | $ / shares
Weighted Average Grant Date Fair Value, Granted | $ / shares	1.65
Weighted Average Grant Date Fair Value, Vested | $ / shares	1.65
Weighted Average Grant Date Fair Value, Forfeited | $ / shares
Weighted Average Grant Date Fair Value, Non-vested ending balance | $ / shares	$ 1.65

Stock Based Activity - Schedule

Stock Based Activity - Schedule of Stock Option Activity (Details)	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Weighted-Average Exercise Price, Outstanding, Ending	$ 2.85
Options [Member]
Shares Outstanding, Beginning balance | shares	677,500
Shares, Granted | shares	2,412,504
Shares, Exercised | shares
Unvested forfeited or expired | shares	414,800
Shares,Vested forfeited or expired | shares	103,700
Shares Outstanding, Ending balance | shares	2,571,504
Shares Exercisable | shares	699,080
Weighted-Average Exercise Price, Outstanding, Beginning	$ 4.35
Weighted-Average Exercise Price, Granted	1.62
Weighted-Average Exercise Price, Exercised
Weighted-Average Exercise Price, Unvested forfeited or expired	2.48
Weighted-Average Exercise Price, Vested forfeited or expired	3.99
Weighted-Average Exercise Price, Outstanding, Ending	2.13
Weighted-Average Exercise Price, Exercisable	$ 3.07
Weighted-Average Remaining Contractual Terms (Years), Granted	5 years 9 months 3 days
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending	8 years 6 months 7 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable	6 years 3 months 22 days
Aggregate Intrinsic Value, Share Outstanding, Ending | $	$ 2,462,218
Aggregate Intrinsic Value, Share Exercisable | $	$ 418,945

Stock Based Activity - Schedu55

Stock Based Activity - Schedule of Stock Warrants Activity (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2018USD ($)$ / sharesshares
Shares, Exercised	286,067
Warrants [Member]
Shares Outstanding, Beginning Balance	7,325,282
Shares, Granted
Shares, Exercised	286,067
Shares, Forfeited or expired	0
Shares Outstanding, Ending Balance	7,039,215
Shares Exercisable, Ending Balance	6,526,342
Weighted-Average Exercise Price, Outstanding Beginning Balance | $ / shares	$ 2.09
Weighted-Average Exercise Price, Exercised | $ / shares	2.03
Weighted-Average Exercise Price, Outstanding Ending Balance | $ / shares	1.94
Weighted-Average Exercise Price, Exercisable Ending Balance | $ / shares	$ 2.10
Weighted-Average Remaining Contractual Terms (Years), Outstanding Beginning Balance	3 years 5 months 5 days
Weighted-Average Remaining Contractual Terms (Years), Outstanding Ending Balance	3 years 5 months 12 days
Weighted-Average Remaining Contractual Terms (Years), Exercisable Ending Balance	3 years 4 months 9 days
Aggregate Intrinsic Value Shares Outstanding Ending | $	$ 6,406
Aggregate Intrinsic Value Shares Exercisable | $	$ 4,895

Subsequent Event - Company Re56

Subsequent Event - Company Relocation (Details Narrative) - Subsequent Event [Member]	1 Months Ended
	Aug. 31, 2018USD ($)
Lease agreement, term	6 years 6 months
December 15, 2024 [Member]
Lease monthly payments	$ 20
First 3 Years [Member]
Lease monthly payments	$ 10