Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 24, 2017 | Jun. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | New Age Beverages Corp | ||
Entity Central Index Key | 1,579,823 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 35,916,173 | ||
Entity Common Stock, Shares Outstanding | 27,700,895 | ||
Trading Symbol | NBEV | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 529,088 | $ 43,856 |
Accounts receivable, net of allowance for doubtful accounts | 4,729,356 | 259,619 |
Inventories | 4,420,632 | 196,220 |
Prepaid expenses and other current assets | 326,846 | 26,264 |
Total current assets | 10,005,922 | 525,959 |
Property and equipment, net of accumulated depreciation | 7,286,201 | 66,336 |
Goodwill | 4,895,241 | 389,014 |
Customer relationships, net of accumulated amortization | 4,538,674 | 187,500 |
Total assets | 26,726,038 | 1,168,809 |
CURRENT LIABILITIES: | ||
Accounts payable, accrued expenses and other current liabilities | 6,880,569 | 460,434 |
Factoring payable | 110,663 | |
Current portion of notes payable | 4,562,179 | |
Total current liabilities | 11,442,748 | 571,097 |
Notes payable, net of unamortized discounts and current portion | 10,374,675 | 78,931 |
Related party debt, net of unamortized discount | 29,961 | 23,669 |
Total liabilities | 21,847,384 | 673,697 |
COMMITMENTS AND CONTINGENCIES (Note 10) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.001 par value, 50,000,000 shares authorized; 21,900,106 shares issued and outstanding at December 31, 2016, and 15,435,651 shares issued and outstanding at December 31, 2015 | 21,900 | 15,436 |
Additional paid-in capital | 11,821,176 | 3,811,049 |
Accumulated deficit | (6,964,958) | (3,331,878) |
Total stockholders' equity | 4,878,654 | 495,112 |
Total liabilities and stockholders' equity | 26,726,038 | 1,168,809 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, value | 250 | 250 |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, value | $ 285 | $ 255 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 21,900,106 | 15,435,651 |
Common Stock, shares outstanding | 21,900,106 | 15,435,651 |
Preferred Stock, par value | $ 0.001 | |
Preferred Stock, shares authorized | 1,000,000 | |
Series A Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 250,000 | 250,000 |
Preferred Stock, shares issued | 250,000 | 250,000 |
Preferred Stock, shares outstanding | 250,000 | 250,000 |
Series B Preferred Stock [Member] | ||
Preferred Stock, par value | $ 0.001 | $ 0.001 |
Preferred Stock, shares authorized | 300,000 | 300,000 |
Preferred Stock, shares issued | 284,807 | 254,807 |
Preferred Stock, shares outstanding | 284,807 | 254,807 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
OPERATING EXPENSES: | |||
General and administrative | $ 388,355 | ||
OTHER INCOME (EXPENSE): | |||
NET LOSS | 3,633,079 | ||
Successor [Member] | |||
REVENUES, net | $ 1,844,889 | 25,301,806 | |
Cost of Goods Sold | 1,606,141 | 19,505,580 | |
GROSS PROFIT | 238,748 | 5,796,226 | |
OPERATING EXPENSES: | |||
Advertising, promotion and selling | 209,109 | 1,584,104 | |
General and administrative | 1,065,954 | 6,367,606 | |
Gain on forgiveness of accrued payroll | (500,000) | ||
Legal and professional | 225,390 | 1,471,273 | |
Total operating expenses | 1,000,453 | 9,422,983 | |
LOSS FROM OPERATIONS | (761,705) | (3,626,757) | |
OTHER INCOME (EXPENSE): | |||
Interest expense | (138,988) | (299,080) | |
Other income | 1 | 292,758 | |
Total other expense | (138,987) | (6,322) | |
LOSS FROM CONTNUING OPERATIONS | (900,692) | (3,633,079) | |
Loss on sale of discontinued operations | (256,773) | ||
Income from discontinued operation | 126,154 | ||
NET LOSS | $ (1,031,311) | $ (3,633,079) | |
NET LOSS PER SHARE - BASIC AND DILUTED | |||
Continuing operations | $ (0.06) | $ (0.10) | |
Discontinued operations | (0.01) | 0 | |
NET (LOSS) INCOME PER SHARE - BASIC AND DILUTED | $ (0.07) | $ (0.10) | |
Predecessor [Member] | |||
REVENUES, net | $ 576,863 | ||
Cost of Goods Sold | 402,235 | ||
GROSS PROFIT | 174,628 | ||
OPERATING EXPENSES: | |||
Advertising, promotion and selling | 51,516 | ||
General and administrative | 145,469 | ||
Gain on forgiveness of accrued payroll | |||
Legal and professional | 47,371 | ||
Total operating expenses | 244,356 | ||
LOSS FROM OPERATIONS | (69,728) | ||
OTHER INCOME (EXPENSE): | |||
Interest expense | (2,294) | ||
Other income | |||
Total other expense | (2,294) | ||
LOSS FROM CONTNUING OPERATIONS | (72,022) | ||
Loss on sale of discontinued operations | |||
Income from discontinued operation | |||
NET LOSS | $ (72,022) |
Statement of Members' Capital a
Statement of Members' Capital and Stockholders' Equity (Deficit) - USD ($) | Common Stock [Member] | Series A Preferred Capital [Member] | Series B Preferred Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Total [Member] |
Balance Beginning (Predecessor [Member]) at Dec. 31, 2014 | $ (35,000) | $ 4,327,628 | $ 126,328 | $ (4,863,782) | $ (444,826) | |
Balance Beginning, Shares (Predecessor [Member]) at Dec. 31, 2014 | 1,366,042 | 6,205,558 | ||||
Net Loss | Predecessor [Member] | (72,022) | (72,022) | ||||
Ending Balance (Predecessor [Member]) at Mar. 31, 2015 | (35,000) | 4,327,628 | 126,328 | (4,935,804) | (516,848) | |
Ending Balance (Successor [Member]) at Mar. 31, 2015 | $ 13,046 | $ 250 | $ 230 | 2,916,184 | (2,300,567) | 629,143 |
Ending Balance, Shares (Predecessor [Member]) at Mar. 31, 2015 | 1,366,042 | 6,205,558 | ||||
Ending Balance, Shares (Successor [Member]) at Mar. 31, 2015 | 13,045,220 | 250,000 | 229,807 | |||
Balance Beginning (Predecessor [Member]) at Dec. 31, 2014 | $ (35,000) | $ 4,327,628 | 126,328 | (4,863,782) | (444,826) | |
Balance Beginning, Shares (Predecessor [Member]) at Dec. 31, 2014 | 1,366,042 | 6,205,558 | ||||
Ending Balance (Successor [Member]) at Dec. 31, 2015 | $ 15,436 | $ 250 | $ 255 | 3,811,049 | (3,331,878) | 495,112 |
Ending Balance, Shares (Successor [Member]) at Dec. 31, 2015 | 15,435,651 | 250,000 | 254,807 | |||
Balance Beginning (Predecessor [Member]) at Mar. 31, 2015 | $ (35,000) | $ 4,327,628 | 126,328 | (4,935,804) | (516,848) | |
Balance Beginning (Successor [Member]) at Mar. 31, 2015 | $ 13,046 | $ 250 | $ 230 | 2,916,184 | (2,300,567) | 629,143 |
Balance Beginning, Shares (Predecessor [Member]) at Mar. 31, 2015 | 1,366,042 | 6,205,558 | ||||
Balance Beginning, Shares (Successor [Member]) at Mar. 31, 2015 | 13,045,220 | 250,000 | 229,807 | |||
Common stock issued in B&R acquisition | Successor [Member] | $ 1,479 | 498,521 | 500,000 | |||
Common stock issued in B&R acquisition, shares | Successor [Member] | 1,479,290 | |||||
Common stock issued for cash | Successor [Member] | $ 204 | 60,996 | 61,200 | |||
Common stock issued for cash, shares | Successor [Member] | 204,000 | |||||
Series B Preferred stock issued for cash | Successor [Member] | $ 25 | 24,975 | 25,000 | |||
Series B Preferred stock issued for cash, shares | Successor [Member] | 25,000 | |||||
Common stock issued for services | Successor [Member] | $ 707 | 310,373 | 311,080 | |||
Common stock issued for services, shares | Successor [Member] | 707,141 | |||||
Net Loss | Successor [Member] | (1,031,311) | (1,031,311) | ||||
Ending Balance (Successor [Member]) at Dec. 31, 2015 | $ 15,436 | $ 250 | $ 255 | 3,811,049 | (3,331,878) | 495,112 |
Ending Balance, Shares (Successor [Member]) at Dec. 31, 2015 | 15,435,651 | 250,000 | 254,807 | |||
Series B Preferred stock issued for cash | Successor [Member] | ||||||
Series B Preferred stock issued for cash, shares | Successor [Member] | ||||||
Common stock issued for services | Successor [Member] | ||||||
Common stock issued for services, shares | Successor [Member] | ||||||
Common stock issued in Xing acquisition | Successor [Member] | $ 4,354 | 6,990,616 | 6,995,000 | |||
Common stock issued in Xing acquisition, shares | Successor [Member] | 4,353,915 | |||||
Stock-based compensation | Successor [Member] | $ 2,068 | $ 30 | 980,400 | 982,468 | ||
Stock-based compensation, shares | Successor [Member] | 2,068,540 | 30,000 | ||||
Exercise of warrant | Successor [Member] | $ 42 | 20,958 | 21,000 | |||
Exercise of warrant, shares | Successor [Member] | 42,000 | |||||
Issuance of warrant | Successor [Member] | 18,153 | 18,154 | ||||
Net Loss | Successor [Member] | (3,633,079) | (3,633,079) | ||||
Ending Balance (Successor [Member]) at Dec. 31, 2016 | $ 21,900 | $ 250 | $ 285 | $ 11,821,176 | $ (6,964,957) | $ 4,878,654 |
Ending Balance, Shares (Successor [Member]) at Dec. 31, 2016 | 21,900,106 | 250,000 | 284,807 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ 3,633,079 | ||
Changes in operating assets and liabilities: | |||
Inventories | (4,847,417) | ||
Net cash provided by (used in) operating activities | 975,176 | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from convertible note payable | 10,700,000 | ||
CASH AT BEGINNING OF PERIOD | 43,856 | ||
CASH AT END OF PERIOD | $ 43,856 | 529,088 | |
Successor [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | (1,031,311) | (3,633,079) | |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 72,715 | 523,748 | |
Depreciation expense from discontinued operations | 115,441 | ||
Amortization of debt discount | 68,466 | 46,940 | |
Gain on forgiveness of accrued payroll | (500,000) | ||
Accrued acquisition costs | 753,857 | ||
Common stock issued for services | 311,080 | 982,468 | |
Loss on sale of discontinued operations | (256,773) | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (272,175) | 1,157,932 | |
Inventories | 100,419 | 623,005 | |
Prepaid expenses and other current assets | 58,271 | 192,389 | |
Accounts payable, accrued expenses and other current liabilities | 186,339 | 327,916 | |
Reserve for legal settlement | |||
Net cash provided by (used in) operating activities | (633,982) | 975,176 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (22,951) | (47,198) | |
Purchase of property and equipment in discontinued operations | (1,050) | ||
Cash received from sale of discontinued operations | 395,650 | ||
Cash paid to acquire the combined assets of Xing Beverage, LLC | (8,500,000) | ||
Repayment of note issued for acquisition of assets of B&R Liquid Adventure | (140,000) | ||
Acquisition of assets of B&R Liquid Adventure | (260,000) | ||
Net cash used in investment activities | (28,351) | (8,547,198) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on notes payable and bank indebtedness | 288,320 | 10,700,000 | |
Proceeds from convertible note payable | 200,000 | ||
Net factoring advances | 110,663 | (110,663) | |
Exercise of stock warrant | 21,000 | ||
Issuance of common stock for cash | 61,200 | ||
Issuance of Series B Preferred stock for cash | 25,000 | ||
Payments on convertible notes payable to related parties | |||
Repayment of notes payable to related party | (50,750) | ||
Repayment of notes payable and capital lease obligations | 186,379 | (2,753,083) | |
Net cash provided by (used in) financing activities | 248,054 | 8,057,254 | |
NET CHANGE IN CASH | (414,279) | 485,232 | |
CASH AT BEGINNING OF PERIOD | 458,135 | 43,856 | |
CASH AT END OF PERIOD | $ 458,135 | 43,856 | $ 529,088 |
Predecessor [Member] | |||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | (72,022) | ||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 5,100 | ||
Depreciation expense from discontinued operations | |||
Amortization of debt discount | |||
Gain on forgiveness of accrued payroll | |||
Accrued acquisition costs | |||
Common stock issued for services | |||
Loss on sale of discontinued operations | |||
Changes in operating assets and liabilities: | |||
Accounts receivable | (23,277) | ||
Inventories | 105,419 | ||
Prepaid expenses and other current assets | 5,695 | ||
Accounts payable, accrued expenses and other current liabilities | (1,685) | ||
Reserve for legal settlement | 5,100 | ||
Net cash provided by (used in) operating activities | 24,330 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchases of property and equipment | (11,688) | ||
Purchase of property and equipment in discontinued operations | |||
Cash received from sale of discontinued operations | |||
Cash paid to acquire the combined assets of Xing Beverage, LLC | |||
Repayment of note issued for acquisition of assets of B&R Liquid Adventure | |||
Acquisition of assets of B&R Liquid Adventure | |||
Net cash used in investment activities | (11,688) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Borrowings on notes payable and bank indebtedness | |||
Proceeds from convertible note payable | |||
Net factoring advances | |||
Exercise of stock warrant | |||
Issuance of common stock for cash | |||
Issuance of Series B Preferred stock for cash | |||
Payments on convertible notes payable to related parties | (69,000) | ||
Repayment of notes payable to related party | |||
Repayment of notes payable and capital lease obligations | (1,874) | ||
Net cash provided by (used in) financing activities | (70,874) | ||
NET CHANGE IN CASH | (58,232) | ||
CASH AT BEGINNING OF PERIOD | 125,312 | $ 67,080 | |
CASH AT END OF PERIOD | $ 67,080 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Nature of Operations, Basis of Presentation and Significant Accounting Policies | NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES New Age Beverages Corporation (the “Company”) was formed under the laws of the State of Washington on April 26, 2010 under the name American Brewing Company, Inc. On April 1, 2015, the Company acquired the assets of B&R Liquid Adventure (see Note 4), which included the brand Bucha® Live Kombucha. On June 30, 2016, the Company acquired the combined assets of New Age Beverages, LLC, Aspen Pure, LLC, New Age Properties, LLC and Xing Beverage, LLC (see Note 3) and changed the company’s name to New Age Beverages Corporation. The Company manufactures, markets and sells a portfolio of healthy functional beverages including XingTea®, an all-natural, non-GMO, non-HFCS premium Ready to Drink (RTD) Tea; Aspen Pure®, an artesian-well, naturally-high PH balanced, source water from the Colorado Rocky Mountains; XingEnergy®, an all-natural, vitamin-enriched, non-GMO, Non-HFCS Energy Drink; and Búcha® Live Kombucha, an organic, all natural, fermented kombucha tea. The portfolio is distributed through the Company’s own Direct Store Distribution (DSD) network in Colorado and surrounding states, throughout the United States both direct to major retailers and through its network of DSD partners, and in 10 countries around the world. The brands are sold in all channels of distribution including Hypermarkets, Supermarkets, Pharmacies, Convenience, Gas and other outlets. On October 1, 2015 (the “Closing Date”), the Company entered into an Asset Purchase Agreement (the “APA”) whereby the Company sold its assets and various liabilities related to its brewery and micro-brewing operations to AMBREW, LLC, a Washington limited liability company (“AMBREW”). On the closing date, the parties executed all documents related to the transaction. Under the terms of the APA, the assets sold consisted of accounts receivable, inventories, prepaid assets and property and equipment. The liabilities consisted of brewing-related contracts held by the Company, liabilities related to inventory as well as lease obligations. The Company recognized the sale of its brewery and micro-brewing operations as a discontinued operation, in accordance with Accounting Standards Update (“ASU”) 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” Since October 1, 2015, the Company is focusing exclusively on its búcha® Live Kombucha business, which produces a gluten-free, organic certified sparkling kombucha tea. Basis of Presentation The accompanying audited consolidated financial statements and related footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (or U.S. GAAP) and with the Securities and Exchange Commission’s (or “SEC”) instructions for the Form 10-K. The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts within our consolidated financial statements. Although management believes these estimates to be reasonably accurate, actual amounts may differ. The accompanying consolidated financial statements have been presented on a comparative basis. For periods after the acquisition of the Búcha® Live Kombucha brand (since April 1, 2015), our operating results are referred to as Successor. For periods prior to the acquisition of the Búcha® Live Kombucha brand, our operating results are referred to as Predecessor. Where applicable, a black line separates the Successor and Predecessor financial information to highlight the lack of comparability between the periods. Principles of Consolidation The consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany transactions and balances have been eliminated. Reclassifications Our operating results for the nine months ended December 31, 2015 (Successor) incorporate certain reclassifications necessary to remove our prior micro-brewing operations and brewery from our continuing operations and report them as discontinued operations. Further, our net (loss) income per share has been changed accordingly to report per-share amounts from continuing and discontinued operations. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant estimates and assumptions made by management include allowance for doubtful accounts, inventory valuation, provision for excess or expired inventory, depreciation of property and equipment, realizability of long-lived assets and fair market value of equity instruments issued for goods or services. The current economic environment has increased the degree and uncertainty inherent in these estimates and assumptions. Cash and Cash Equivalents Cash and cash equivalents as of December 31, 2016 and 2015 included cash on-hand. Cash equivalents are considered all accounts with an original maturity date within 90 days. Accounts Receivable and Factoring Arrangement with Recourse The Company’s accounts receivable primarily consists of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company’s allowance for doubtful accounts was $46,350 as of December 31, 2016 and zero as of December 31, 2015. On April 2, 2015, the Company entered into a factoring agreement to sell, with recourse, certain receivables to an unrelated third-party financial institution. Under the terms of the factoring agreement, the Company receives an advance of 80% of qualified receivables and maximum amount of outstanding advances at any one time will not exceed $500,000. For the nine months ended December 31, 2015 (Successor), we received net advances from the factoring of accounts receivable of $110,663 and recognized factoring interest and fees of $34,069. The Company’s factoring fees associated with the sale of receivables at the rate of 0.67% of the gross face value of the receivable for every ten-day period or fraction thereof from the date of the advance until the receivable is paid in full. On July 1, 2016, the Company cancelled its factoring contract. As of December 31, 2016, the Company has no factoring payable liability as compared to $110,663 as of December 31, 2015. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company places its cash with high credit quality financial institutions. At times such amounts may exceed federally insured limits. For the year ended December 31, 2016, three customers represented approximately 27.5% (14.5%, 7.5% and 5.5%) of revenue. As of December 31, 2016, three customers represented approximately 29.4% (12.3%,8.9% and8.2%) of accounts receivable. As of December 31, 2015, three customers represented approximately 92.8% (59.0%, 22.9% and 10.9%) of accounts receivable. For the nine months ended December 31, 2015 (Successor), three customers represented approximately 75.5% (32.7%, 24.2% and 18.6%) of revenue. For the three months ended March 31, 2015 (Predecessor), three customers represented approximately 84.5% (28.1%, 18.9% and 18.6%) of revenue. Accounting for Derivative Liabilities The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity Beneficial Conversion Features The Company has from time to time issued convertible notes that may have conversion prices that create an embedded pursuant to accounting guidance. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. Fair Value of Financial Instruments The carrying amount of the financial instruments, which principally include cash, trade receivables, accounts payable and accrued expenses, approximates fair value due to the relative short maturity of such instruments. The carrying amount of the Company’s debt approximates its fair value as it bears interest at market rates of interest after taking into consideration the debt discounts. ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: Level 1 Level 2 Level 3 Goodwill and Customer Relationships Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill and other intangibles with indefinite useful lives are not amortized but tested for impairment annually or more frequently when events or circumstances indicates that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of a company’s reporting units to their carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. The Company performed a qualitative assessment and determined there was no impairment of goodwill for the years ended December 31, 2016 and 2015. Customer relationships are recorded at acquisition cost less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. As of December 31, 2016 and 2015; respectively, accumulated amortization was $340,126 and $62,500, respectively. Amortization expense was $277,626 and $62,500 for the year ended December 31, 2016 (Successor) and nine months ended December 31, 2015 (Successor), respectively. There was no amortization expense for customer relationships for the three months ended March 31, 2015 (Predecessor). Long-lived Assets Long-lived assets consisted of property and equipment and customer relationships and are reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Through December 31, 2016, the Company had not experienced impairment losses on the long-lived assets as management determined that there were no indicators that the carrying amount of the asset may not be recoverable. Share-Based Compensation The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718 Compensation—Stock Compensation. Inventories and Provision for Excess or Expired Inventory Inventories consist of tea ingredients, packaging and finished goods and are stated at the lower of cost (first-in, first-out basis) or market value. Provisions for excess inventory are included in cost of goods sold and have historically been immaterial but adequate to provide for losses on its raw materials. There was no reserve for obsolescence as of December 31, 2016 and December 31, 2015. Property and Equipment Property and equipment consists primarily of building and brewing equipment and are stated at cost. Depreciation is computed using the straight-line method based upon the estimated useful lives of the underlying assets, generally five to forty years. Major renewals and betterments that extend the life of the property are capitalized. Expenditures for repairs and maintenance are expensed as incurred. Revenue Recognition The Company’s products are distributed in major health and grocery chains throughout North America. Revenue is recognized upon delivery of goods to the customer. An allowance for estimated returns is provided at the time of the sale. In accordance with the guidance in FASB Topic ASC 605, Revenue Recognition Customer Programs and Incentives Customer programs and incentives, which include customer promotional discount programs and customer incentives, are a common practice in the beverage industry. The Company incurs customer program costs to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs and incentives are recorded as reductions to net revenue or as advertising, promotional and selling expenses in accordance with ASC Topic 605-50, Revenue Recognition—Customer Payments and Incentives Cost of Goods Sold Cost of goods sold mainly consisted of raw material costs, packaging costs, direct labor and certain overhead allocated costs. Costs are recognized when the related revenue is recorded. Shipping and handling costs for all wholesale sales transactions are billed to the customer and are included in costs of goods sold for all periods presented. Advertising, Promotions and Sales Advertising, promotional and selling expenses consisted of sales salaries, tap handles, media advertising costs, sales and marketing expenses, and promotional activity expenses and are recognized when incurred in the accompanying consolidated statement of operations. General and Administrative Expenses General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. Income Taxes Successor The Company accounts for income taxes pursuant to the provisions of ASC 740, Income Taxes ASC 740 requires that the Company recognize in the consolidated financial statements the effect of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. The first step is to determine whether or not a tax benefit should be recognized. A tax benefit will be recognized if the weight of available evidence indicates that the tax position is more likely than not to be sustained upon examination by the relevant tax authorities. The recognition and measurement of benefits related to our tax positions requires significant judgment as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and our assumptions, or changes in our assumptions in future periods, are recorded in the period they become known. For tax liabilities, the Company recognizes accrued interest related to uncertain tax positions as a component of income tax expense, and penalties, if incurred, are recognized as a component of operating expense. Predecessor The Predecessor is a limited liability corporation and is classified as a partnership for income tax purposes. The Predecessor profits and losses are reportable by the members on their respective income tax returns. Accordingly, no provision for income taxes has been reflected in these financial statements. Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the periods ended December 31, 2016 and 2015 (Successor) and March 31, 2015 (Predecessor), no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net income (loss) per share were the same. If the Company had net income, potential dilutive securities consist of warrants to purchase 100,000 and 1,127,000 shares of common stock as of December 31, 2016 and December 31, 2015, respectively. Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers, In February 2016, the FASB issued ASU No. 2016-02, Leases. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers In May 2016, the FASB issued ASU 2016-11, Revenue Recognition In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
Going Concern and Management's
Going Concern and Management's Liquidity Plans | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management's Liquidity Plans | NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of December 31, 2016, the Company had an accumulated deficit of $6,964,957 and for the year then ended incurred operating losses of $3,633,079 (all of which was attributed to the losses of Búcha, Inc., and one-time expenses associated with the integration and up-listing onto the NASDAQ exchange and acquisition of Xing.) For the year ended December 31, 2016, the Company generated cash from operating activities of $975,176. With the acquisition of Xing (see Note 3), the Company believes that its current operations combined with its current cash at December 31, 2016 will be sufficient to meet the Company’s operating liquidity, capital expenditure and debt repayment requirements for at least the next one year from the date of issuance of these consolidated financial statements. |
Acquisition of Xing Beverage, L
Acquisition of Xing Beverage, LLC | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition of Xing Beverage, LLC | NOTE 3 – ACQUISITION OF XING BEVERAGE, LLC On June 30, 2016, the Company acquired the assets of New Age Beverage, LLC, New Age Properties, LLC, Aspen Pure, LLC, and Xing Beverage, LLC (collectively, Xing). Xing is engaged in the manufacturing and sale of various teas and beverages, which will help the Company expand its capabilities and product offering. The operating results of Xing have been consolidated with those of the Company beginning July 1, 2016. Total purchase consideration paid was $19,995,000, which consisted of $8,500,000 of cash, a note payable for $4,500,000 and 4,353,915 shares of common stock. The common stock issued was valued at $1.61 per share, which was the volume weighted average closing stock for the thirty days preceding the acquisition. The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Cash $ 8,500,000 Seller’s note 4,500,000 Stock 6,995,000 Purchase price $ 19,995,000 Accounts receivable $ 5,627,669 Inventories 4,847,417 Prepaid expenses and other current assets 492,972 Property and equipment, net 7,418,789 Other intangible assets acquired (customer lists) 4,628,800 Assumption of accounts payable, accrued expenses, other current liabilities and mortgage note payable (7,526,874 ) 15,488,773 Goodwill 4,506,227 $ 19,995,000 The acquisition was consummated on June 30, 2016, and as such, the Company assessed the fair value of the various net assets acquired. The Company identified other intangible assets, such as customer lists that were recognized apart from goodwill, and recorded at fair value. The $4,506,227 of goodwill currently recognized is deductible for income tax purposes over the next fifteen years. In connection with the acquisition of Xing Beverage, LLC, the Company incurred transactional costs totaling $1,714,463, which has been recognized as expense as of December 31, 2016 (Successor). Of these costs, $1,326,108 was included in legal and professional fee expense and $388,355 was included in general and administrative expenses. Legal and professional fee expense includes the Company issuing a total of 167,994 shares of common stock to several consultants for transactional services provided. The shares were fair valued at $1.61 per share. The balance represents legal and professional fees incurred that have or are going to be paid in cash. The general and administrative expense of $388,355 was pursuant to an employment agreement entered into during the first quarter of 2016, whereby an officer earned 1,078,763 shares of common stock upon the consummation of the Xing acquisition. These shares were fair valued at $0.36 per share, which is the Company’s traded stock price when entering into the employment agreement. The following pro forma financial results reflects the historical operating results of the Company, including the Predecessor for the three months ended March 31, 2015, and those of Xing, as if Xing was acquired on January 1, 2015. The pro forma financial information includes an adjustment to remove $1,714,463 of one-time transactional costs that were expensed during the year ended December 31, 2016 (Successor). These one-time costs were removed for pro forma purposes as the costs were non-recurring. A pro-forma adjustment was also made to increase amortization expense for $194,293 to reflect a full year’s worth of amortization related to other intangibles (customer lists). No adjustments have been made for synergies that may result from the acquisition. These combined results are not necessarily indicative of the results that may have been achieved had the companies been combined as of such dates or periods, or of the Company’s future operating results. Year ended December 31, 2016 Year ended December 31, 2015 Revenues $ 50,364,647 $ 48,449,630 Net loss from continuing operations $ (865,299 ) $ (407,156 ) Net income from discontinued operations - (130,619 ) Net loss $ (865,299 ) $ (537,775 ) Income (loss) per share – Basic and diluted Continuing operations $ (.04 ) $ (0.03 ) Discontinued operations - (0.01 ) $ (.04 ) $ (0.04 ) Weighted average number of common shares outstanding – Basic and Dilutive 21,900,106 16,789,376 Adjustments to the fair values of the assets acquired, which are subject to change, could have a material impact on these pro forma combined results. |
Acquisition of Assets of B&R Li
Acquisition of Assets of B&R Liquid Adventure, LLC | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Acquisition of Assets of B&R Liquid Adventure, LLC | NOTE 4 – ACQUISITION OF ASSETS OF B&R LIQUID ADVENTURE, LLC On April 1, 2015, the Company acquired substantially all of the operating assets of B&R Liquid Adventure, LLC, a California Limited Liability Company (“B&R”). B&R is engaged in the manufacture of búcha® Live Kombucha, a gluten free, organic certified, sparkling kombucha tea. On April 1, 2015, the parties executed all documents related to the acquisition. Upon the closing of the acquisition, the Company received substantially all of the operating assets of B&R, consisting of inventory, fixed assets and intellectual property. Kombucha, a fermented, probiotic tea beverage, offers a myriad of health benefits. With the acquisition of the búcha® Live Kombucha brand, which features eight flavors, the Company plans to leverage its brewing expertise to expand distribution in major health and grocery chains throughout North America. The purchase price of the operating assets of B&R was a cash payment of $260,000, a secured promissory note in an amount of $140,000 and the issuance 1,479,290 shares of common stock valued at $500,000. In addition, the Company assumed $121,416 of scheduled liabilities. The 1,479,290 shares of common stock were issued with “price protection” for a period of 18 months, meaning that on the date that is 18 months from the date of the acquisition, if the market value of the common stock issued pursuant to the acquisition is less than $500,000, the Company shall issue additional shares so the aggregate amount of shares held by B&R is equal to a market value of $500,000 based on the average closing bid price of the common stock for the five days prior thereto. The Company determined the fair value of the 1,479,290 shares issued as of October 1, 2016 to be higher than $500,000, and thus no additional shares were due under this “price protection” provision. The Company accounted for its acquisition of the operating assets of B&R using the acquisition method of accounting. B&R’s inventory, fixed assets and identifiable intangible assets acquired and liabilities assumed were recorded based upon their estimated fair values as of the closing date of the acquisition. The excess of purchase price over the value of the net assets acquired was recorded as goodwill. Total purchase consideration was as follows: Total Purchase Consideration: Cash $ 260,000 Notes payable 140,000 Common stock issued 500,000 $ 900,000 The following table summarizes the estimated fair values of the tangible and intangible assets acquired as of the date of acquisition: Net assets acquired: Inventories $ 328,802 Customer relationships 250,000 Property and equipment, net 53,600 Assumption of scheduled liabilities (121,416 ) 510,986 Goodwill $ 389,014 Goodwill is the excess of the purchase price over the fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. The Company performed a qualitative assessment and determined there was no impairment of goodwill recognized during 2015. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories consist of brewing materials, tea ingredients, bulk packaging and finished goods. The cost elements of work in process and finished goods inventory consist of raw materials and direct labor. Provisions for excess inventory are included in cost of goods sold and have historically been immaterial but adequate to provide for losses on its raw materials. Inventories are stated at the lower of cost, determined on the first-in, first-out basis, or market. When acquiring Xing, the Company’s inventory balance increased by $4,847,417. Inventories consisted of the following as of: December 31, 2016 December 31, 2015 Raw materials $ 458,582 $ 46,928 Work-in-process - 5,798 Finished goods 3,962,050 143,494 $ 4,420,632 $ 196,220 |
Customer Relationships
Customer Relationships | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Customer Relationships | NOTE 6 – CUSTOMER RELATIONSHIPS Customer relationships consisted of the following as of: December 31, 2016 December 31, 2015 Customer relationships $ 4,878,800 $ 250,000 Less: accumulated amortization (340,126 ) (62,500 ) $ 4,538,674 $ 187,500 Customer relationships were evaluated as part of the tangible and intangible assets acquired in the acquisition of Xing and B&R (see Notes 3 and 4) and recorded at their fair market value. When acquiring Xing, the Company’s customer relationship balance increased by $4,628,800. Amortization expense is computed on a straight-line basis of three years for B&R’s customer relationships and 15 years for Xing’s customer relationships, which was determined to be the useful life. Amortization expense was $277,626 and $62,500 for the year ended December 31, 2016 (Successor) and for the nine months ended December 31, 2015 (Successor). Amortization expense was zero for the three months ended March 31, 2015 (Predecessor). Amortization expense is classified as cost of goods sold in the consolidated statements of operations for the nine months ended December 31, 2015 (Successor) and three months ended March 31, 2015 (Predecessor). As of December 31, 2016, amortization expense for the next five years for customer relationships is as follows: Year Ended December 31, Amount 2017 $ 391,920 2018 $ 329,420 2019 $ 308,587 2020 $ 308,587 2021 $ 308,587 Thereafter $ 2,891,574 Total $ 4,538,674 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 7 – PROPERTY AND EQUIPMENT When acquiring Xing, the Company's property and equipment balance increased by $7,418,789. The Company's property and equipment consisted of the following as of: December 31, 2016 December 31, 2015 Land and building $ 6,070,000 $ - Trucks and coolers 963,474 - Other property and equipment 509,064 76,551 Less: accumulated depreciation (256,337 ) (10,215 ) $ 7,286,201 $ 66,336 Depreciation expense, computed on the basis of three to five year useful lives for all property and equipment, and a 40-year useful life on the building, was $246,122 for the year ended December 31, 2016 (Successor). For the year ended December 31, 2015 (Successor), depreciation expense was $125,656. Depreciation expense from continuing operations was $10,215 and $5,100 for the nine months ended December 31, 2015 (Successor) and the three months ended March 31, 2015 (Predecessor), respectively. Depreciation expense is classified as cost of goods sold in the consolidated statement of operations for the nine months ended December 31, 2015 (Successor) and three months ended March 31, 2015 (Predecessor). Depreciation expense from discontinued operations was $115,411 for the nine months ended December 31, 2015 (Successor). |
Notes Payable and Convertible N
Notes Payable and Convertible Note Payable | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Note Payable | NOTE 8 – NOTES PAYABLE, CONVERTIBLE NOTE PAYABLE AND CAPITAL LEASES Notes payable consisted of the following as of: December 31, 2016 December 31, 2015 Revolving note payable due bank $ 5,650,000 $ - Note payable due to bank – secured by building 4,754,636 - Seller’s note payable 4,500,000 - Note payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively 32,218 78,931 14,936,854 78,931 Less: current portion (4,562,179 ) - Long-term portion, net of unamortized discounts $ 10,374,675 $ 78,931 In connection with the Acquisition of Xing, the Company entered into several notes payable with a bank and received proceeds of $10.7 million. One note payable is for $4,800,000, bears interest at 4.04%, and is secured by the Company’s land and building. Principal and interest is payable in monthly installments of $25,495 through June 2021 at which time the unpaid principal balance is due. The other note payable is a revolving credit facility that allows borrows up to $5.9 million, bears interest payable monthly at LIBOR plus a margin ranging from 2.25% to 3.00% depending on the current ratio of payment obligations to earnings as defined in the agreement, and is secured by the Company’s assets. The amount that maybe borrowed under the revolving credit facility is based on the Company’s eligible receivables, inventory and fixed assets, and is reduces by $50,000 each month beginning August 1, 2016 until the facility has been reduced down to $2,900,000. The revolving credit facility matures on June 30, 2018. As of December 31, 2016, there are no available borrowings under the revolving credit facility. The Company also issued a $4,500,000 note payable to a selling shareholder of Xing. This seller’s note bears interest, payable monthly, at 1% per year, beginning after December 31, 2016. The loan matures on June 30, 2017. On March 19, 2016, the Company entered into a Securities Purchase Agreement with an unaffiliated third party, whereby the Company sold a Convertible Promissory Note in an amount of $200,000. The purchaser also received a three-year Warrant to purchase 100,000 shares at an exercise price of $0.40 per share. The Company has allocated the loan proceeds among the debt and the warrant based upon relative fair values. The relative fair value of the warrant was determined to be $18,153. During 2016, the note was converted into 30,000 shares of Series B Preferred stock. In March 2015, the Company entered into two 60-day promissory notes for cash proceeds of $50,000 each. Each note has a 1.5% loan fee and bears an interest rate of 8% per annum. The loan fees resulted in aggregate discounts to the notes of $2,250. The notes also included an equity payment totaling 30,000 shares of common stock that were issued with the debt. The Company has allocated the loan proceeds among the debt and the stock based upon relative fair value. The relative fair value of the stock was determined to be $9,020 and it was recorded as a debt discount. The two notes were fully paid off during the nine months ended December 31, 2015 (Successor). In March 2015, the Company borrowed $200,000 used for the acquisition of B&R (see Note 4). The note bears interest at 10% per annum and is due and payable beginning December 31, 2015 maturing on March 31, 2020. Payments of interest are required quarterly. Should the Company be successful in raising $2,000,000 or more in funding, then the entire balance of the note will be due immediately. The note was issued in conjunction with an equity payment totaling 176,734 shares of Series B preferred stock that was issued with the debt. The Company has allocated the loan proceeds among the debt and the stock based upon relative fair value. The relative fair value of the stock was determined to be $142,434 and was recorded as a debt discount. The discount is being amortized over the life of the loans to interest expense. As of December 31, 2016, no payment has been made on this note and the remaining balance of this note is $200,000 ($101,425, net of the unamortized discount.) On April 1, 2015, a promissory note in an amount of $140,000 was issued pursuant to the acquisition of B&R (see Note 4). The note bears interest at 10% per annum and it matured on June 30, 2015. The note was fully repaid in 2015. In April 2015, the Company borrowed $50,000 under a 90-day promissory note. The note bears interest at 3% per month and was due on July 21, 2015. The note was fully repaid in 2015. Aggregate amortization of debt discounts on third party and related party debt was $68,466 during the nine months ended December 31, 2015 (Successor). Notes payable and capital leases consisted of the following as of: December 31, 2015 December 31, 2014 Successor Predecessor Notes payable, net of unamortized discounts of $121,069 and zero $ 78,931 $ - Capital lease obligations (Predecessor) - 3,689 78,931 3,689 Less: current portion - (3,689 ) Long-term portion, net of unamortized discounts of $121,069 and zero $ 78,931 $ - In March 2015, the Company entered into two 60-day promissory notes for cash proceeds of $50,000 each. Each note has a 1.5% loan fee and bears an interest rate of 8% per annum. The loan fees resulted in aggregate discounts to the notes of $2,250. The notes also included an equity payment totaling 30,000 shares of common stock that were issued with the debt. The Company has allocated the loan proceeds among the debt and the stock based upon relative fair value. The relative fair value of the stock was determined to be $9,020 and it was recorded as a debt discount. The two notes were fully paid off during the nine months ended December 31, 2015. In March 2015, the Company borrowed $200,000 used for the Acquisition (see Note 4). The note bears interest at 10% per annum and is due and payable beginning December 31, 2015 maturing on March 31, 2020. Payments of interest are required quarterly. Should the Company be successful in raising $2,000,000 or more in funding, then the entire balance of the note will be due immediately. The note was issued in conjunction with an equity payment totaling 176,734 shares of Series B preferred stock that was issued with the debt. The Company has allocated the loan proceeds among the debt and the stock based upon relative fair value. The relative fair value of the stock was determined to be $142,434 and was recorded as a debt discount. The discount will be amortized over the life of the loans to interest expense. As of December 31, 2015, no payment has been made on this note and the remaining balance of this note is $200,000 ($78,931, net of the unamortized discount.) On April 1, 2015, a promissory note in an amount of $140,000 was issued pursuant to the Acquisition (see Note 4). The note bears interest at 10% per annum and it matured on June 30, 2015. The note was fully paid off and the balance as of December 31, 2015 is zero. In April 2015, the Company borrowed $50,000 under a 90-day promissory note. The note bears interest at 3% per month and was due on July 21, 2015. The note was fully paid off and the balance as of December 31, 2015 is zero. Aggregate amortization of debt discounts on third party and related party debt was $68,466 during the nine months ended December 31, 2015. Obligations under Capital Leases (Predecessor) In January 2013, the Predecessor entered into a lease agreement for the purchase of an Alcolyzer, a highly accurate analysis system which determines the alcohol content of its Kombucha products. The lease is for 24 months and requires monthly payments of $701, plus sales tax. The Predecessor paid a down payment on the equipment lease of $4,957. The lease is secured by the underlying leased asset. This arrangement was accounted for as a capital lease and capitalized the asset at $23,900. As of December 31, 2014, the outstanding balance under this capital lease was $3,689. Notes payable and capitalized leases of discontinued operations As discussed in Note 13, in 2015 the Company sold its assets related to its brewery and micro-brewing operations. The Sale price was paid in cash of $395,650 and assumed debt owed to a third party related to three equipment financing agreements and various capital lease arrangements as described: ● an Equipment Financing Agreement dated January 2015 for $124,322. The note required 48 monthly payments of $3,218 each of which include $628 in interest. ● an Equipment Financing Agreement dated June 2015 for $125,000. The note required 48 monthly payments of $3,236 each of which include $632 in interest. ● an Equipment Financing Agreement dated June 2015 for $113,320. The note required 48 monthly payments of $2,934 each of which include $573 in interest. ● various capital lease agreements ranging from two to three years with interest rates ranging from 5% to 6%. |
Related Party Debt
Related Party Debt | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Debt | NOTE 9 – RELATED PARTY DEBT In March 2015, the Company entered into two 60-day promissory notes for cash proceeds of $50,000 each. Each note has a 1.5% loan fee and bears an interest rate of 8% per annum. The loan fees resulted in aggregate discounts to the notes of $2,250. The notes also included an equity payment totaling 30,000 shares of common stock that were issued with the debt. The Company has allocated the loan proceeds among the debt and the stock based upon relative fair value. The relative fair value of the stock was determined to be $9,020 and it was recorded as a debt discount. The two notes were fully paid off during the nine months ended December 31, 2015. Related Party debt consisted of the following as of: December 31, 2016 December 31, 2015 Related party debt, net of unamortized discounts of $30,039 and $36,331 as of December 31, 2016 and 2015, respectively $ 29,961 $ 23,669 Less: current portion - - Long-term portion, net of unamortized discount $ 29,961 $ 23,669 In March 2015, the Company borrowed $60,000 from a member of management. The note bears interest at 10% per annum and is due and payable beginning June 30, 2015 maturing on March 31, 2020. Payments of interest are required quarterly. The note was issued in conjunction with an equity payment totaling 53,073 shares of Series B preferred stock that was issued with the debt. The Company has allocated the loan proceeds among the debt and the stock based upon relative fair values. The relative fair value of the stock was determined to be $42,742 and was recorded as a debt discount. The discount is being amortized over the life of the loan to interest expense. As of December 31, 2016, no principal payment has been made on this note (but has since been paid in full in February 2017). Accrued Officer Compensation and Gain on Forgiveness of Accrued Payroll In April 2015, the Company and two officers agreed to forgive $500,000 of the $600,000 in accrued officer compensation. This resulted in the Company recognizing a gain of $500,000 on forgiveness of accrued payroll during the nine months ended December 31, 2015 (Successor). No payments have been made on the remaining balance of $100,000, which is recorded as an accrued liability on the accompanying consolidated balance sheet as of December 31, 2016. For the nine months ended December 31, 2015 (Successor), the Company recorded an expense of approximately $10,800 for company-related expenses incurred on an officer’s personal credit card. This amount was paid in full on October 5, 2015 from the proceeds from the sale of the brewery and micro-brewing operations. The Company had previously been making monthly installment payments of $1,000 on this credit card. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 – COMMITMENTS AND CONTINGENCIES Operating Lease Commitments In September 2015, the Company extended the facilities lease for 39 months effective March 1, 2016 and expiring May 31, 2019. The monthly base rent is $2,795 for first 12 months, $2,879 for next 12 months, $2,965 for next 12 months, and $3,054 for the balance of the term. Monthly rent payments also include common area maintenance charges, taxes, and other charges. On June 30, 2016 the Company assumed the lease commitments for the New Age Beverage, LLC (NAB) and Xing Beverage, LLC (Xing) when they acquired those companies. The Colorado Springs property, previously leased by Xing, has a base rent of $14,000 per month plus common area expenses, with escalation clauses over time. Future minimum lease payments under these facilities leases are approximately as follows: 2017 $ 208,349 2018 215,410 2019 201,093 2020 192,000 $ 816,852 Rent expense was $103,812 for the year ended December 31, 2016.Rent expense was $37,900 and $8,250 for the nine months ended December 31, 2015 (Successor) and three months ended March 31, 2015 (Predecessor); respectively Legal In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters that are deemed material to the consolidated financial statements as of December 31, 2016. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 11 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, each having a par value of $0.001, with voting, distribution, dividend and redemption rights, and liquidation preferences and conversions as designated by the board of directors. The board of directors has designated 250,000 shares as Series A Preferred stock, par value $.001 per share (“ Series A Preferred The board of directors has designated 300,000 shares as Series B Preferred stock, par value $.001 per shares (“ Series B Preferred Common Stock The Company is authorized to issue 50,000,000 shares of common stock, $0.001 par value. Common stock issued in B&R Acquisition During the nine months ended December 31, 2015 (Successor), 1,479,290 shares of common stock were issued pursuant to the acquisition of B&R (see Note 4). The Company estimated the fair market value to be $0.338 per share at the time of issuance. These shares were issued with “Price Protection” for a period of 18 months. If the market value of the common stock issued pursuant to the Acquisition is less than $500,000, the Company shall issue additional shares so the aggregate amount of shares issued in the Acquisition is equal to a market value of $500,000 based on the average closing bid price of the common stock for the five days prior thereto Common stock issued for cash During the nine months ended December 31, 2015 (Successor), 204,000 shares of common stock were sold to three investors for cash proceeds of $61,200, or $.30 per share, under a private placement offering. The offering provided for the issuance of warrants to purchase 50% of the number of shares subscribed for, at a price of $.50 per share, expiring one year from the investment. A total of 102,000 warrants were issued and expire between April 13 and June 10, 2016 (see Note 12). Common stock issued for services During the nine months ended December 31, 2015 (Successor), 707,141 shares of common stock were issued to employees and consultants in connection with services rendered as follows: ● 52,000 shares were issued to employees for services rendered. The Company determined the fair market value (FMV) to be $0.44 per share at the time of issuance and recorded an expense of $22,880. ● 85,714 shares were issued to employee pursuant to an employment contract whereby the employee would be granted shares valued at $30,000. The Company determined the FMV to be $0.35 per share at the time of issuance and recorded an expense of $30,000. ● 64,427 shares were issued to employee pursuant to an employment contract whereby the employee would be granted shares equal to $6,500 at the end of each quarter effective with the three months ending March 31, 2015. The Company determined the per share FMV to be $0.35 as of March 31, $0.46 as of June 30, $0.42 as of September 30 and $.40 as of December 31. Accordingly, the employee received 18,571, 14,130, 15,476 and 16,250 shares of common stock, respectively, and the Company recorded an expense of $26,000. ● 5,000 shares were issued to Stonefield Fund for services rendered. The Company determined the FMV to be $0.44 per share at the time of issuance and recorded an expense of $2,200. ● 500,000 shares were issued to LP Funding, LLC for services rendered. The Company determined the FMV to be $0.46 per share at the time of issuance and recorded an expense of $230,000. During the year ended December 31, 2016, the Company issued 50,000 shares of fully vested common stock to a consultant as partial consideration for professional services to be rendered. The shares were fair valued at $0.41 per share, which was the traded stock price of the Company’s common stock at the time of grant. The Company (Successor) recognized legal and professional fees of $20,500 related to this grant. The Company also issued 42,000 shares of common stock in connection with a warrant being exercised (see Note 12). In connection with the acquisition of Xing, the Company issued a total of 5,600,672 shares of common stock as either purchase consideration or payment of transactional services that were provided (see Note 3). On August 3, 2016, the Company’s approved and implemented the New Age Beverages Corporation 2016-2017 Long Term Incentive Plan (the “Plan”) pursuant to which the maximum number of shares that can be granted is 1,600,000 shares. Grants under the Plan may include options and restricted stock, as well as many other equity-type awards. The purpose of the Plan is to attract able persons to enter the employ or to serve as directors or as consultants of the Company and its affiliates. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its affiliates. The shares of our common stock to be issued in connection with the Plan will not be registered under the Securities Act. As of December 31, 2016, there have been no grants under the Plan. |
Common Stock Warrants
Common Stock Warrants | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock Warrants | NOTE 12 – COMMON STOCK WARRANTS Common Stock Options A summary of stock option activity for the three months ended March 31, 2015 (Predecessor) is as follows: Number Weighted Average Exercise price Options outstanding December 31, 2014 875,042 $ .16 Granted - - Exercised - - Forfeited - - Options outstanding March 31, 2015 875,042 $ .16 Options exercisable March 31, 2015 468,792 $ .16 As of March 31, 2015 and December 31, 2014, the range of exercise prices of the outstanding options was $0.05 to $.25 per share. Of the total options outstanding, 375,042 options were granted at $0.05 per share and are fully vested as of December 31, 2014 and 500,000 options were granted at $.25 per share with a vesting rate of 6.25% per quarter from July 14, 2014. The relative fair value of the options was determined to be nominal. Common Stock Warrants A summary of stock option warrants activity for the three months ended March 31, 2015 (Predecessor) is as follows: Weighted Average Number Exercise price Warrants outstanding December 31, 2014 60,000 $ - Granted - - Exercised - Forfeited - - Warrants outstanding March 31, 2015 60,000 $ - Warrants exercisable March 31, 2015 60,000 $ - During the year ended December 31, 2014, the Predecessor issued an aggregate of 60,000 common stock warrants to purchase shares of common stock at $0.01 in connection with borrowings from related party shareholders and officers of the Predecessor. The relative fair value of the common stock warrants was determined to be nominal. Successor As of December 31, 2015, the Company had warrants to purchase 1,127,000 shares of common stock outstanding, with exercise prices between $0.50 and $1.00 and expiration dates between September 2016 and October 2019. A summary of common stock warrants activity for the nine months ended December 31, 2015 is as follows: Weighted Average Number Exercise Price Warrants outstanding March 31, 2015 1,025,000 $ 0.99 Granted 102,000 0.50 Exercised - - Forfeited - - Warrants outstanding December 31, 2015 1,127,000 $ 0.94 Warrants exercisable as of December 31, 2015 1,127,000 $ 0.94 As of December 31, 2016, the Company had a warrant to purchase 100,000 shares of common stock outstanding with an exercise of $0.40 per share. The warrant expires in March 2019. A summary of common stock warrants activity for the periods ended December 31, 2016 and 2015 is as follows: Weighted Average Number Exercise Price Warrants outstanding March 31, 2015 1,025,000 $ 0.99 Granted 102,000 $ 0.50 Warrants outstanding December 31, 2015 1,127,000 $ 0.94 Granted 100,000 $ 0.40 Exercised (42,000 ) $ 0.50 Forfeited (1,085,000 ) $ 0.96 Warrants outstanding December 31, 2016 100,000 $ 0.40 Warrants exercisable as of December 31, 2016 100,000 $ 0.40 During the year ended December 31, 2016, the Company issued a three-year warrant to purchase 100,000 shares at an exercise price of $0.40 per share in connection with a $200,000 Convertible Promissory Note (see Note 8) which was exercised during the year. During 2016, warrants totaling 42,000 shares of common stock were exercised at $0.50 per share. The Company received $21,000 when the warrant shares were exercised. Warrants that were outstanding as of December 31, 2015 and not exercised, were forfeited on June 30, 2016 when acquiring Xing. |
Discontinued Operations - Brewe
Discontinued Operations - Brewery and Micro-Brewing Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations - Brewery and Micro-Brewing Operations | NOTE 13 – DISCONTINUED OPERATIONS – BREWERY AND MICRO-BREWING OPERATIONS On October 1, 2015 (the “Closing Date”), the Company entered into an agreement whereby it sold its assets and various liabilities related to its brewery and micro-brewing operations to AMBREW (the “Sale”.) On the Closing Date, the parties executed all documents related to the Sale. Under the terms of the agreement, the assets sold consisted of accounts receivable, inventories, prepaid assets and property and equipment. The liabilities consisted of brewing-related contracts held by the Company, liabilities related to inventory as well as lease obligations. The Sale price was paid in cash of $395,650 and assumed debt owed to a third party related to three equipment financing agreements and various capital lease arrangements. The Company recognized the sale of its brewery and micro-brewing operations as a discontinued operation, in accordance with ASU 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” Assets and Liabilities of Discontinued Operations The following table provides the details of the assets and liabilities of the Company’s discontinued brewery and micro-brewing operations as of the Closing Date: October 1, 2015 Assets of discontinued operations: Current: Accounts receivable $ 62,588 Inventories 85,493 Prepaid expenses and other current assets 11,588 Noncurrent: Property and equipment 869,118 Other assets 12,816 Total assets of discontinued operations $ 1,041,603 Liabilities of discontinued operations: Current: Accounts payable $ 18,907 Accrued expenses and other current liabilities 46,874 Current portion of notes payable and capital leases 93,953 Noncurrent: Noncurrent portion of notes payable and capital leases 229,446 Total liabilities of discontinued operations $ 389,180 Net assets sold $ 652,423 Cash received 395,650 Loss on sale of discontinued operations $ 256,773 Income and Expense of Discontinued Operations The following table provides income and expense of discontinued operations for the nine months ended December 31, 2015 (Successor), and the three months ended March 31, 2015 (Predecessor), respectively: Nine Months Three Months Ended Ended December 31, 2015 March 31, 2015 Successor Predecessor Revenue $ 510,216 $ - Less: Cost of Goods Sold 366,852 - Gross Profit 143,364 - Other expenses 7,660 - Interest expense 9,550 - Income from discontinued operations $ 126,154 $ - |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 14 – Income Taxes Successor The Company files income tax returns in the U.S. Federal jurisdiction and various state jurisdictions. Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company must assess the likelihood that our deferred tax assets will be recovered from future taxable income and, to the extent that it is more likely than not that such deferred tax assets will not be realized, the Company must establish a valuation allowance. As of December 31, 2016, the Company has a valuation allowance against 100% of the deferred tax assets, which is primarily composed of net operating loss (or NOL For the periods ended December 31, 2016 and 2015, there was no income tax expense recognized. The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2016 December 31, 2015 Net operating loss carry forwards $ 2,139,000 $ 728,000 Intangible amortization difference 34,000 18,000 Less valuation allowance (2,173,000 ) (746,000 ) Net deferred tax asset $ - $ - Predecessor The Predecessor is a limited liability corporation and is classified as a partnership for income tax purposes. The Predecessor profits and losses are reportable by the members on their respective income tax returns. Accordingly, no provision for income taxes has been reflected in these financial statements for the Predecessor. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | NOTE 15 – NET LOSS PER SHARE The following table provides basic and diluted shares outstanding for the calculation of net loss per share. Series B preferred stock is included on an as-converted basis and warrants are included using the treasury stock method. For the periods whereby we are reporting a net loss from continuing operations, securities to acquire common stock or securities that are convertible into shares of common stock are excluded from the computation of net loss per share as they would be anti-dilutive. Year ended Nine Months ended December 31, 2016 December 31, 2015 Successor Successor Weighted average shares outstanding – Basic 18,889,608 15,403,925 Series B preferred stock - - Warrant to acquire common stock - - Weighted average shares outstanding – Diluted 18,889,608 15,403,925 |
Statements of Cash Flows
Statements of Cash Flows | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Statements of Cash Flows | Note 16 – statements of cash flows Supplemental Disclosures The year ended December 31, 2016 Nine months ended December 31, 2015 Three months ended March 31, 2015 Successor Successor Predecessor CASH PAID DURING THE PERIODS FOR: Interest $ 189,470 $ - $ 1,861 Income taxes $ - $ - $ - NONCASH INVESTING AND FINANCING ACTIVITIES: Debt issued for acquisition of B&R Liquid Adventure $ - $ 140,000 $ - Common stock issued for acquisition of B&R Liquid Adventure $ - $ 500,000 $ - Warrants issued with convertible debt $ 18,153 $ - $ - Common stock issued for acquisition of Xing Beverage, LLC $ 6,995,000 $ - $ - Promissory note issued for acquisition of Xing Beverage, LLC $ 4,500,000 $ - $ - Convertible debt and accrued interest converted into shares of Series B Preferred stock $ 225,872 $ - $ - |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Information | NOTE 17 – SEGMENT INFORMATION The Company follows segment reporting in accordance with FASB ASC Topic 280, Segment Reporting As discussed in Note 4, effective April 1, 2015, the Company also manufactures and sells búcha® Live Kombucha, a gluten free, organic certified, sparkling kombucha tea. The kombucha tea brand serves different customers and is managed separately, requiring specialized expertise. Prior to October 1, 2015, the Company also reported its kombucha tea business as an operating segment. However, with the sale of the Company’s brewery and micro-brewing operations, the Company now operates in one segment. Accordingly, no further segment reporting is required as of December 31, 2015 and for the period then ended. |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Event | NOTE 18 – SUBSEQUENT EVENT During February 2017, the Company rescinded its Series A Preferred stock and converted its Series B Preferred stock into shares of common stock. On February 17, 2017, the Company issued a press release announcing that it closed its underwritten public offering of 4,285,714 shares of common stock at an offering price of $3.50 per share. In addition, the Company’s underwriter exercised the over-allotment to purchase an additional 642,857 shares of common stock. Gross proceeds to the Company were approximately $17,250,000 before deducting underwriting discounts and commissions, and other estimated offering expenses payable by the Company. On March 31, 2017, the Company, entered into an Asset Purchase Agreement whereby the Company acquired substantially all of the operating assets of Maverick Brands, LLC (“Maverick”), which is a company engaged in the business of delivering organic, non-GMO certified, no-sugar-added coconut water. Upon closing, the Company received substantially all of the operating assets of Maverick, consisting of inventory, accounts receivable, fixed assets and intellectual property in exchange for a purchase price of 2,200,000 shares of the Company’s common stock, plus cash in an amount of $2,000,000. The Company also agreed to assume approximately $1,500,000 in debt consisting of various secured subordinated promissory notes, which will be secured with the inventory and receivables of the Company. The shares of Common Stock to be issued pursuant to the Acquisition will be restricted under Rule 144, and will be subject to a leak out provision, which provides that beginning six months after the Closing Date, and on the last day of each calendar month thereafter, each holder of the Shares may sell up to but not more than twenty percent (20%) of the number of shares that the holder initially received in connection with this transaction. The Acquisition was subject to customary closing conditions. On March 23, 2017, the Company, entered into an Asset Purchase Agreement whereby the Company agreed to acquire substantially all of the operating assets of Marley Beverage Company, LLC (“Marley”), which is a company engaged in the development, manufacturing, selling and marketing of nonalcoholic relaxation teas and sparkling waters, and ready to drink coffee drinks (the “Acquisition”). On March 23, 2017, the parties executed the Asset Purchase Agreement for the Acquisition, with the Closing to take place on or about June 30, 2017. Upon closing, the Company will receive substantially all of the operating assets of Marley, consisting of inventory, accounts receivable, fixed assets and intellectual property in exchange for a purchase price of 2,850,000 shares of the Company’s common stock, plus cash in an amount equal to 150,000 times the average of the closing price of our common stock on the ten trading days immediately preceding the closing date, as well as an earn out payment of $1,250,000 in cash if the gross revenues of the Marley business during any trailing twelve calendar month period after the Closing Date are equal to or greater than $15,000,000. The earnout, if applicable, will be paid as $625,000 on or before the 15 th |
Nature of Operations, Basis o25
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying audited consolidated financial statements and related footnotes have been prepared in accordance with accounting principles generally accepted in the United States of America (or U.S. GAAP) and with the Securities and Exchange Commission’s (or “SEC”) instructions for the Form 10-K. The preparation of financial statements in conformity with U.S. GAAP requires estimates and assumptions that affect the reported amounts within our consolidated financial statements. Although management believes these estimates to be reasonably accurate, actual amounts may differ. The accompanying consolidated financial statements have been presented on a comparative basis. For periods after the acquisition of the Búcha® Live Kombucha brand (since April 1, 2015), our operating results are referred to as Successor. For periods prior to the acquisition of the Búcha® Live Kombucha brand, our operating results are referred to as Predecessor. Where applicable, a black line separates the Successor and Predecessor financial information to highlight the lack of comparability between the periods. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of all majority-owned subsidiary companies. All intercompany transactions and balances have been eliminated. |
Reclassifications | Reclassifications Our operating results for the nine months ended December 31, 2015 (Successor) incorporate certain reclassifications necessary to remove our prior micro-brewing operations and brewery from our continuing operations and report them as discontinued operations. Further, our net (loss) income per share has been changed accordingly to report per-share amounts from continuing and discontinued operations. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The more significant estimates and assumptions made by management include allowance for doubtful accounts, inventory valuation, provision for excess or expired inventory, depreciation of property and equipment, realizability of long-lived assets and fair market value of equity instruments issued for goods or services. The current economic environment has increased the degree and uncertainty inherent in these estimates and assumptions. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents as of December 31, 2016 and 2015 included cash on-hand. Cash equivalents are considered all accounts with an original maturity date within 90 days. |
Accounts Receivable Factoring Arrangement with Recourse | Accounts Receivable and Factoring Arrangement with Recourse The Company’s accounts receivable primarily consists of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company’s allowance for doubtful accounts was $46,350 as of December 31, 2016 and zero as of December 31, 2015. On April 2, 2015, the Company entered into a factoring agreement to sell, with recourse, certain receivables to an unrelated third-party financial institution. Under the terms of the factoring agreement, the Company receives an advance of 80% of qualified receivables and maximum amount of outstanding advances at any one time will not exceed $500,000. For the nine months ended December 31, 2015 (Successor), we received net advances from the factoring of accounts receivable of $110,663 and recognized factoring interest and fees of $34,069. The Company’s factoring fees associated with the sale of receivables at the rate of 0.67% of the gross face value of the receivable for every ten-day period or fraction thereof from the date of the advance until the receivable is paid in full. On July 1, 2016, the Company cancelled its factoring contract. As of December 31, 2016, the Company has no factoring payable liability as compared to $110,663 as of December 31, 2015. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company places its cash with high credit quality financial institutions. At times such amounts may exceed federally insured limits. For the year ended December 31, 2016, three customers represented approximately 27.5% (14.5%, 7.5% and 5.5%) of revenue. As of December 31, 2016, three customers represented approximately 29.4% (12.3%,8.9% and8.2%) of accounts receivable. As of December 31, 2015, three customers represented approximately 92.8% (59.0%, 22.9% and 10.9%) of accounts receivable. For the nine months ended December 31, 2015 (Successor), three customers represented approximately 75.5% (32.7%, 24.2% and 18.6%) of revenue. For the three months ended March 31, 2015 (Predecessor), three customers represented approximately 84.5% (28.1%, 18.9% and 18.6%) of revenue. |
Accounting for Derivative Liabilities | Accounting for Derivative Liabilities The Company evaluates stock options, stock warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under the relevant sections of Accounting Standards Codification (“ASC”) Topic 815-40, Derivative Instruments and Hedging: Contracts in Entity’s Own Equity |
Beneficial Conversion Features | Beneficial Conversion Features The Company has from time to time issued convertible notes that may have conversion prices that create an embedded pursuant to accounting guidance. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. In accordance with this guidance, the intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amount of the financial instruments, which principally include cash, trade receivables, accounts payable and accrued expenses, approximates fair value due to the relative short maturity of such instruments. The carrying amount of the Company’s debt approximates its fair value as it bears interest at market rates of interest after taking into consideration the debt discounts. ASC 820 defines fair value, establishes a framework for measuring fair value under U.S. GAAP and enhances disclosures about fair value measurements. Fair value is defined under ASC 820 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair-value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value as follows: Level 1 Level 2 Level 3 |
Goodwill and Customer Relationships | Goodwill and Customer Relationships Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill and other intangibles with indefinite useful lives are not amortized but tested for impairment annually or more frequently when events or circumstances indicates that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. The first step involves comparing the fair value of a company’s reporting units to their carrying amount. If the fair value of the reporting unit is determined to be greater than its carrying amount, there is no impairment. If the reporting unit’s carrying amount is determined to be greater than the fair value, the second step must be completed to measure the amount of impairment, if any. The second step involves calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible assets, excluding goodwill, of the reporting unit from the fair value of the reporting unit as determined in step one. The implied fair value of the goodwill in this step is compared to the carrying value of goodwill. If the implied fair value of the goodwill is less than the carrying value of the goodwill, an impairment loss equivalent to the difference is recorded. The Company performed a qualitative assessment and determined there was no impairment of goodwill for the years ended December 31, 2016 and 2015. Customer relationships are recorded at acquisition cost less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. As of December 31, 2016 and 2015; respectively, accumulated amortization was $340,126 and $62,500, respectively. Amortization expense was $277,626 and $62,500 for the year ended December 31, 2016 (Successor) and nine months ended December 31, 2015 (Successor), respectively. There was no amortization expense for customer relationships for the three months ended March 31, 2015 (Predecessor). |
Long-lived Assets | Long-lived Assets Long-lived assets consisted of property and equipment and customer relationships and are reviewed for impairment in accordance with the guidance of the ASC 360, Property, Plant, and Equipment. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Through December 31, 2016, the Company had not experienced impairment losses on the long-lived assets as management determined that there were no indicators that the carrying amount of the asset may not be recoverable. |
Share-Based Compensation | Share-Based Compensation The Company accounts for stock-based compensation to employees in accordance with FASB ASC 718 Compensation—Stock Compensation. |
Inventories and Provision for Excess or Expired Inventory | Inventories and Provision for Excess or Expired Inventory Inventories consist of tea ingredients, packaging and finished goods and are stated at the lower of cost (first-in, first-out basis) or market value. Provisions for excess inventory are included in cost of goods sold and have historically been immaterial but adequate to provide for losses on its raw materials. There was no reserve for obsolescence as of December 31, 2016 and December 31, 2015. |
Property and Equipment | Property and Equipment Property and equipment consists primarily of building and brewing equipment and are stated at cost. Depreciation is computed using the straight-line method based upon the estimated useful lives of the underlying assets, generally five to forty years. Major renewals and betterments that extend the life of the property are capitalized. Expenditures for repairs and maintenance are expensed as incurred. |
Revenue Recognition | Revenue Recognition The Company’s products are distributed in major health and grocery chains throughout North America. Revenue is recognized upon delivery of goods to the customer. An allowance for estimated returns is provided at the time of the sale. In accordance with the guidance in FASB Topic ASC 605, Revenue Recognition |
Customer Programs and Incentives | Customer Programs and Incentives Customer programs and incentives, which include customer promotional discount programs and customer incentives, are a common practice in the beverage industry. The Company incurs customer program costs to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs and incentives are recorded as reductions to net revenue or as advertising, promotional and selling expenses in accordance with ASC Topic 605-50, Revenue Recognition—Customer Payments and Incentives |
Cost of Goods Sold | Cost of Goods Sold Cost of goods sold mainly consisted of raw material costs, packaging costs, direct labor and certain overhead allocated costs. Costs are recognized when the related revenue is recorded. Shipping and handling costs for all wholesale sales transactions are billed to the customer and are included in costs of goods sold for all periods presented. |
Advertising, Promotions and Sales | Advertising, Promotions and Sales Advertising, promotional and selling expenses consisted of sales salaries, tap handles, media advertising costs, sales and marketing expenses, and promotional activity expenses and are recognized when incurred in the accompanying consolidated statement of operations. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consisted of professional service fees, rent and utility expenses, meals, travel and entertainment expenses, and other general and administrative overhead costs. Expenses are recognized when incurred. |
Income Taxes | Income Taxes Successor The Company accounts for income taxes pursuant to the provisions of ASC 740, Income Taxes ASC 740 requires that the Company recognize in the consolidated financial statements the effect of a tax position that is more likely than not to be sustained upon examination based on the technical merits of the position. The first step is to determine whether or not a tax benefit should be recognized. A tax benefit will be recognized if the weight of available evidence indicates that the tax position is more likely than not to be sustained upon examination by the relevant tax authorities. The recognition and measurement of benefits related to our tax positions requires significant judgment as uncertainties often exist with respect to new laws, new interpretations of existing laws, and rulings by taxing authorities. Differences between actual results and our assumptions, or changes in our assumptions in future periods, are recorded in the period they become known. For tax liabilities, the Company recognizes accrued interest related to uncertain tax positions as a component of income tax expense, and penalties, if incurred, are recognized as a component of operating expense. Predecessor The Predecessor is a limited liability corporation and is classified as a partnership for income tax purposes. The Predecessor profits and losses are reportable by the members on their respective income tax returns. Accordingly, no provision for income taxes has been reflected in these financial statements. |
Net Income (Loss) Per Share | Net Income (Loss) Per Share Basic net income (loss) per share is calculated by dividing net income (loss) by the weighted-average common shares outstanding. Diluted net income per share is calculated by dividing net income by the weighted-average common shares outstanding during the period using the treasury stock method or the two-class method, whichever is more dilutive. As the Company incurred net losses for the periods ended December 31, 2016 and 2015 (Successor) and March 31, 2015 (Predecessor), no potentially dilutive securities were included in the calculation of diluted earnings per share as the impact would have been anti-dilutive. Therefore, basic and dilutive net income (loss) per share were the same. If the Company had net income, potential dilutive securities consist of warrants to purchase 100,000 and 1,127,000 shares of common stock as of December 31, 2016 and December 31, 2015, respectively. |
Recently Issued Accounting Standards | Recently Issued Accounting Standards In May 2014, the Financial Accounting Standards Board (FASB) issued ASU No. 2014-09, Revenue from Contracts with Customers, In February 2016, the FASB issued ASU No. 2016-02, Leases. In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers In May 2016, the FASB issued ASU 2016-11, Revenue Recognition In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other |
Acquisition of Xing Beverage,26
Acquisition of Xing Beverage, LLC (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Values of Purchase Price | The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Cash $ 8,500,000 Seller’s note 4,500,000 Stock 6,995,000 Purchase price $ 19,995,000 Accounts receivable $ 5,627,669 Inventories 4,847,417 Prepaid expenses and other current assets 492,972 Property and equipment, net 7,418,789 Other intangible assets acquired (customer lists) 4,628,800 Assumption of accounts payable, accrued expenses, other current liabilities and mortgage note payable (7,526,874 ) 15,488,773 Goodwill 4,506,227 $ 19,995,000 |
Schedule of Unaudited Pro Forma | Year ended December 31, 2016 Year ended December 31, 2015 Revenues $ 50,364,647 $ 48,449,630 Net loss from continuing operations $ (865,299 ) $ (407,156 ) Net income from discontinued operations - (130,619 ) Net loss $ (865,299 ) $ (537,775 ) Income (loss) per share – Basic and diluted Continuing operations $ (.04 ) $ (0.03 ) Discontinued operations - (0.01 ) $ (.04 ) $ (0.04 ) Weighted average number of common shares outstanding – Basic and Dilutive 21,900,106 16,789,376 |
Acquisition of Assets of B&R 27
Acquisition of Assets of B&R Liquid Adventure, LLC (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Acquisition Of Assets Of Br Liquid Adventure Llc Tables | |
Schedule of Net Assets Acquired and Recorded as Goodwill | Total purchase consideration was as follows: Total Purchase Consideration: Cash $ 260,000 Notes payable 140,000 Common stock issued 500,000 $ 900,000 |
Schedule of Estimated Fair Value of Tangible and Intangible Assets Acquired | The following table summarizes the estimated fair values of the tangible and intangible assets acquired as of the date of acquisition: Net assets acquired: Inventories $ 328,802 Customer relationships 250,000 Property and equipment, net 53,600 Assumption of scheduled liabilities (121,416 ) 510,986 Goodwill $ 389,014 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following as of: December 31, 2016 December 31, 2015 Raw materials $ 458,582 $ 46,928 Work-in-process - 5,798 Finished goods 3,962,050 143,494 $ 4,420,632 $ 196,220 |
Customer Relationships (Tables)
Customer Relationships (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Customer Relationships | Customer relationships consisted of the following as of: December 31, 2016 December 31, 2015 Customer relationships $ 4,878,800 $ 250,000 Less: accumulated amortization (340,126 ) (62,500 ) $ 4,538,674 $ 187,500 |
Schedule of Remaining Amortization of Customer Relationships | As of December 31, 2016, amortization expense for the next five years for customer relationships is as follows: Year Ended December 31, Amount 2017 $ 391,920 2018 $ 329,420 2019 $ 308,587 2020 $ 308,587 2021 $ 308,587 Thereafter $ 2,891,574 Total $ 4,538,674 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | When acquiring Xing, the Company's property and equipment balance increased by $7,418,789. The Company's property and equipment consisted of the following as of: December 31, 2016 December 31, 2015 Land and building $ 6,070,000 $ - Trucks and coolers 963,474 - Other property and equipment 509,064 76,551 Less: accumulated depreciation (256,337 ) (10,215 ) $ 7,286,201 $ 66,336 |
Notes Payable and Convertible31
Notes Payable and Convertible Note Payable (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following as of: December 31, 2016 December 31, 2015 Revolving note payable due bank $ 5,650,000 $ - Note payable due to bank – secured by building 4,754,636 - Seller’s note payable 4,500,000 - Note payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively 32,218 78,931 14,936,854 78,931 Less: current portion (4,562,179 ) - Long-term portion, net of unamortized discounts $ 10,374,675 $ 78,931 |
Schedule of Note Payable and Capital Leases | Notes payable and capital leases consisted of the following as of: December 31, 2015 December 31, 2014 Successor Predecessor Notes payable, net of unamortized discounts of $121,069 and zero $ 78,931 $ - Capital lease obligations (Predecessor) - 3,689 78,931 3,689 Less: current portion - (3,689 ) Long-term portion, net of unamortized discounts of $121,069 and zero $ 78,931 $ - |
Related Party Debt (Tables)
Related Party Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related Party debt consisted of the following as of: December 31, 2016 December 31, 2015 Related party debt, net of unamortized discounts of $30,039 and $36,331 as of December 31, 2016 and 2015, respectively $ 29,961 $ 23,669 Less: current portion - - Long-term portion, net of unamortized discount $ 29,961 $ 23,669 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Operating Lease Payments | Future minimum lease payments under these facilities leases are approximately as follows: 2017 $ 208,349 2018 215,410 2019 201,093 2020 192,000 $ 816,852 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | A summary of stock option activity for the three months ended March 31, 2015 (Predecessor) is as follows: Number Weighted Average Exercise price Options outstanding December 31, 2014 875,042 $ .16 Granted - - Exercised - - Forfeited - - Options outstanding March 31, 2015 875,042 $ .16 Options exercisable March 31, 2015 468,792 $ .16 |
Summary of Common Stock Warrants Activity | A summary of stock option warrants activity for the three months ended March 31, 2015 (Predecessor) is as follows: Weighted Average Number Exercise price Warrants outstanding December 31, 2014 60,000 $ - Granted - - Exercised - Forfeited - - Warrants outstanding March 31, 2015 60,000 $ - Warrants exercisable March 31, 2015 60,000 $ - A summary of common stock warrants activity for the nine months ended December 31, 2015 is as follows: Weighted Average Number Exercise Price Warrants outstanding March 31, 2015 1,025,000 $ 0.99 Granted 102,000 0.50 Exercised - - Forfeited - - Warrants outstanding December 31, 2015 1,127,000 $ 0.94 Warrants exercisable as of December 31, 2015 1,127,000 $ 0.94 A summary of common stock warrants activity for the periods ended December 31, 2016 and 2015 is as follows: Weighted Average Number Exercise Price Warrants outstanding March 31, 2015 1,025,000 $ 0.99 Granted 102,000 $ 0.50 Warrants outstanding December 31, 2015 1,127,000 $ 0.94 Granted 100,000 $ 0.40 Exercised (42,000 ) $ 0.50 Forfeited (1,085,000 ) $ 0.96 Warrants outstanding December 31, 2016 100,000 $ 0.40 Warrants exercisable as of December 31, 2016 100,000 $ 0.40 |
Discontinued Operations - Bre35
Discontinued Operations - Brewery and Micro-Brewing Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets and Liabilities of Discontinued Operations | The following table provides the details of the assets and liabilities of the Company’s discontinued brewery and micro-brewing operations as of the Closing Date: October 1, 2015 Assets of discontinued operations: Current: Accounts receivable $ 62,588 Inventories 85,493 Prepaid expenses and other current assets 11,588 Noncurrent: Property and equipment 869,118 Other assets 12,816 Total assets of discontinued operations $ 1,041,603 Liabilities of discontinued operations: Current: Accounts payable $ 18,907 Accrued expenses and other current liabilities 46,874 Current portion of notes payable and capital leases 93,953 Noncurrent: Noncurrent portion of notes payable and capital leases 229,446 Total liabilities of discontinued operations $ 389,180 Net assets sold $ 652,423 Cash received 395,650 Loss on sale of discontinued operations $ 256,773 |
Schedule of Discontinued Operations Income and Expense | The following table provides income and expense of discontinued operations for the nine months ended December 31, 2015 (Successor), and the three months ended March 31, 2015 (Predecessor), respectively: Nine Months Three Months Ended Ended December 31, 2015 March 31, 2015 Successor Predecessor Revenue $ 510,216 $ - Less: Cost of Goods Sold 366,852 - Gross Profit 143,364 - Other expenses 7,660 - Interest expense 9,550 - Income from discontinued operations $ 126,154 $ - |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets And Liabilities | The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities are presented below: December 31, 2016 December 31, 2015 Net operating loss carry forwards $ 2,139,000 $ 728,000 Intangible amortization difference 34,000 18,000 Less valuation allowance (2,173,000 ) (746,000 ) Net deferred tax asset $ - $ - |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Net (Loss) Income Per Share | For the periods whereby we are reporting a net loss from continuing operations, securities to acquire common stock or securities that are convertible into shares of common stock are excluded from the computation of net loss per share as they would be anti-dilutive. Year ended Nine Months ended December 31, 2016 December 31, 2015 Successor Successor Weighted average shares outstanding – Basic 18,889,608 15,403,925 Series B preferred stock - - Warrant to acquire common stock - - Weighted average shares outstanding – Diluted 18,889,608 15,403,925 |
Statements of Cash Flows (Table
Statements of Cash Flows (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Cash Flow Supplemental Disclosures | Supplemental Disclosures The year ended December 31, 2016 Nine months ended December 31, 2015 Three months ended March 31, 2015 Successor Successor Predecessor CASH PAID DURING THE PERIODS FOR: Interest $ 189,470 $ - $ 1,861 Income taxes $ - $ - $ - NONCASH INVESTING AND FINANCING ACTIVITIES: Debt issued for acquisition of B&R Liquid Adventure $ - $ 140,000 $ - Common stock issued for acquisition of B&R Liquid Adventure $ - $ 500,000 $ - Warrants issued with convertible debt $ 18,153 $ - $ - Common stock issued for acquisition of Xing Beverage, LLC $ 6,995,000 $ - $ - Promissory note issued for acquisition of Xing Beverage, LLC $ 4,500,000 $ - $ - Convertible debt and accrued interest converted into shares of Series B Preferred stock $ 225,872 $ - $ - |
Nature of Operations, Basis o39
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 02, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill impairment charge | ||||||
Percentage of advance qualified receivables and maximum amount of outstanding | 80.00% | |||||
Advances exceed amount | $ 500,000 | |||||
Outstanding factoring payable | $ 110,663 | 110,663 | ||||
Accumulated amortization | $ 62,500 | $ 340,126 | $ 62,500 | |||
Valuation allowance of deferred tax assets percentage | 100.00% | |||||
Warrant to purchase shares of common stock | 1,127,000 | 100,000 | 1,127,000 | |||
Rent expenses | $ 100,000 | |||||
Successor [Member] | ||||||
Repaid net advances from factoring of accounts receivable | 0 | |||||
Accumulated amortization | $ 62,500 | 340,126 | $ 62,500 | |||
Amortization expense | 62,500 | $ 277,626 | ||||
Rent expenses | $ 37,900 | |||||
Predecessor [Member] | ||||||
Amortization expense | ||||||
Warrant to purchase shares of common stock | 60,000 | |||||
Rent expenses | $ 8,250 | |||||
Revenues [Member] | Successor [Member] | ||||||
Concentration credit risk percentage | 31.30% | 27.50% | ||||
Revenues [Member] | Predecessor [Member] | ||||||
Concentration credit risk percentage | 84.50% | |||||
Accounts Receivable [Member] | ||||||
Concentration credit risk percentage | 29.40% | 93.70% | ||||
Customer One [Member] | Revenues [Member] | Successor [Member] | ||||||
Concentration credit risk percentage | 18.80% | 14.50% | ||||
Customer One [Member] | Revenues [Member] | Predecessor [Member] | ||||||
Concentration credit risk percentage | 28.10% | |||||
Customer One [Member] | Accounts Receivable [Member] | ||||||
Concentration credit risk percentage | 12.30% | 59.90% | ||||
Customer Two [Member] | Revenues [Member] | Successor [Member] | ||||||
Concentration credit risk percentage | 7.90% | 7.50% | ||||
Customer Two [Member] | Revenues [Member] | Predecessor [Member] | ||||||
Concentration credit risk percentage | 18.90% | |||||
Customer Two [Member] | Accounts Receivable [Member] | ||||||
Concentration credit risk percentage | 8.90% | 22.90% | ||||
Customer Three [Member] | Revenues [Member] | Successor [Member] | ||||||
Concentration credit risk percentage | 4.50% | 5.50% | ||||
Customer Three [Member] | Revenues [Member] | Predecessor [Member] | ||||||
Concentration credit risk percentage | 18.60% | |||||
Customer Three [Member] | Accounts Receivable [Member] | ||||||
Concentration credit risk percentage | 8.20% | 10.90% |
Going Concern and Management'40
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ 6,964,958 | $ 3,331,878 |
Incurred operating losses | 3,633,079 | |
Cash in operating activities | $ 975,176 |
Acquisition of Xing Beverage,41
Acquisition of Xing Beverage, LLC (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | |
Purchase consideration paid cash | $ 260,000 | ||
Notes payable | $ 140,000 | ||
Equity issuance price per share | $ 1.61 | ||
Goodwill deductible from tax | $ 4,506,227 | ||
Legal and professional fee | 1,326,108 | ||
General and administrative expenses | $ 388,355 | $ 388,355 | |
Common stock issued for services, shares | 167,994 | ||
Share based compensation to officer | 1,078,763 | ||
Sale of stock price per share | $ 0.36 | ||
Amortization of intangible assets | $ 194,293 | ||
Successor [Member] | |||
Number of common stock shares acquisition during the period | 1,479,290 | ||
Equity issuance price per share | $ 0.338 | ||
Incurred transactional costs | 1,714,463 | ||
General and administrative expenses | $ 1,065,954 | 6,367,606 | |
One-time transactional costs | 1,714,463 | ||
Amortization of intangible assets | $ 62,500 | 277,626 | |
Xing Beverage LLC [Member] | |||
Purchase consideration paid | 19,995,000 | ||
Purchase consideration paid cash | 8,500,000 | ||
Notes payable | $ 4,500,000 | ||
Number of common stock shares acquisition during the period | 4,353,915 | ||
Equity issuance price per share | $ 1.61 | ||
Goodwill deductible from tax | $ 4,506,227 |
Acquisition of Xing Beverage,42
Acquisition of Xing Beverage, LLC - Summary of Estimated Fair Values of Purchase Price (Details) | Dec. 31, 2016USD ($) |
Cash | $ 260,000 |
Seller's note | 140,000 |
Purchase price | 900,000 |
Inventories | 328,802 |
Property and equipment, net | 53,600 |
Goodwill | 4,506,227 |
Xing Beverage LLC [Member] | |
Cash | 8,500,000 |
Seller's note | 4,500,000 |
Stock | 6,995,000 |
Purchase price | 19,995,000 |
Accounts receivable | 5,627,669 |
Inventories | 4,847,417 |
Prepaid expenses and other current assets | 492,972 |
Property and equipment, net | 7,418,789 |
Other intangible assets acquired (customer lists) | 4,628,800 |
Assumption of accounts payable, accrued expenses, other current liabilities and mortgage note payable | (7,526,874) |
Total Assets and Liabilities assumed | 15,488,773 |
Goodwill | 4,506,227 |
Total Purchase Price | $ 19,995,000 |
Acquisition of Xing Beverage,43
Acquisition of Xing Beverage, LLC - Schedule of Unaudited Pro Forma (Details) - Xing Beverage LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | $ 50,364,647 | $ 48,449,630 |
Net loss from continuing operations | (2,865,299) | (407,156) |
Net income from discontinued operations | (130,619) | |
Net loss | $ (2,865,299) | $ (537,775) |
Income (loss) per share - Basic and diluted Continuing operations | $ (.04) | $ (0.03) |
Income (loss) per share - Basic and diluted Discontinued operations | (0.01) | |
Income (loss) per share - Basic and Dilutive | $ (.04) | $ (0.04) |
Weighted average number of common shares outstanding - Basic and Dilutive | 21,900,106 | 16,789,376 |
Acquisition of Assets of B&R 44
Acquisition of Assets of B&R Liquid Adventure, LLC (Details Narrative) - USD ($) | Oct. 02, 2016 | Apr. 02, 2015 |
B&R Liquid Adventure, LLC [Member] | Minimum [Member] | ||
Number of common stock acquisition during the period | $ 500,000 | |
B&R Liquid Adventure, LLC [Member] | Maximum [Member] | ||
Number of common stock acquisition during the period | 500,000 | |
B&R Liquid Adventure, LLC [Member] | ||
Number of common stock acquisition during the period | $ 500,000 | |
Fair value of shares issued | 1,479,290 | |
B&R Liquid Adventure, LLC [Member] | ||
Cash payment required for purchase of B&R | 260,000 | |
Secured promissory note | $ 140,000 | |
Issuance of common stock shares | 1,479,290 | |
Number of common stock acquisition during the period | $ 500,000 | |
Amount of scheduled liabilities assumed for acquisition | $ 121,416 |
Acquisition of Assets of B&R 45
Acquisition of Assets of B&R Liquid Adventure, LLC - Schedule of Net Assets Acquired and Recorded as Goodwill (Details) | Dec. 31, 2016USD ($) |
Business Combinations [Abstract] | |
Cash | $ 260,000 |
Notes payable | 140,000 |
Common stock issued | 500,000 |
Total Purchase Consideration | $ 900,000 |
Acquisition of Assets of B&R 46
Acquisition of Assets of B&R Liquid Adventure, LLC - Schedule of Estimated Fair Value of Tangible and Intangible Assets Acquired (Details) | Dec. 31, 2016USD ($) |
Business Combinations [Abstract] | |
Inventories | $ 328,802 |
Customer relationships | 250,000 |
Property and equipment, net | 53,600 |
Assumption of scheduled liabilities | (121,416) |
Net assets acquired | 510,986 |
Goodwill | $ 389,014 |
Inventories (Details Narrative)
Inventories (Details Narrative) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Inventory Disclosure [Abstract] | |
Inventory balance | $ 4,847,417 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 458,582 | $ 46,928 |
Work-in-process | 5,798 | |
Finished goods | 3,962,050 | 143,494 |
Total Inventory | $ 4,420,632 | $ 196,220 |
Customer Relationships (Details
Customer Relationships (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Amortization of customer relationship | $ 194,293 | ||
Successor [Member] | |||
Amortization of customer relationship | $ 62,500 | $ 277,626 | |
Predecessor [Member] | |||
Amortization of customer relationship | $ 0 | ||
Xing's Customer Relatioships [Member] | |||
Intangible assets useful life | 12 years | ||
Xing Beverage LLC [Member] | |||
Other intangible assets acquired (customer lists) | $ 4,628,800 |
Customer Relationships - Schedu
Customer Relationships - Schedule of Customer Relationship (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Less: accumulated amortization | $ (340,126) | $ (62,500) |
Total | 4,538,674 | 187,500 |
Successor [Member] | ||
Customer relationships | 4,878,800 | 250,000 |
Less: accumulated amortization | (340,126) | (62,500) |
Total | $ 4,538,674 | $ 187,500 |
Customer Relationships - Sche51
Customer Relationships - Schedule of Remaining Amortization of Customer Relationships (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Customer Relationships - Schedule Of Remaining Amortization Of Customer Relationships Details | ||
2,017 | $ 391,920 | |
2,018 | 329,420 | |
2,019 | 308,587 | |
2,020 | 308,587 | |
2,021 | 308,587 | |
Thereafter | 2,891,574 | |
Total | $ 4,538,674 | $ 187,500 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property and equipment, net | $ 66,336 | $ 7,286,201 | $ 66,336 | |
Successor [Member] | ||||
Depreciation expense | 10,215 | $ 125,656 | ||
Depreciation expenses of discontinued operation | $ 115,411 | |||
Successor [Member] | Building [Member] | ||||
Depreciation expense | $ 246,122 | |||
Predecessor [Member] | ||||
Depreciation expense | $ 5,100 | |||
Property and Equipment [Member] | Maximum [Member] | ||||
Property and equipment useful lives | 5 years | |||
Property and Equipment [Member] | Minimum [Member] | ||||
Property and equipment useful lives | 3 years | |||
Building [Member] | ||||
Property and equipment useful lives | 40 years | |||
Xing Group [Member] | Property and Equipment [Member] | Maximum [Member] | ||||
Property and equipment, net | $ 7,418,789 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Less accumulated depreciation | $ (256,337) | $ (10,215) |
Property and Equipment, Net | 7,286,201 | 66,336 |
Land and Building [Member] | ||
Property and Equipment, Gross | 6,070,000 | |
Trucks and Coolers [Member] | ||
Property and Equipment, Gross | 963,474 | |
Other Property and Equipment [Member] | ||
Property and Equipment, Gross | $ 509,064 | $ 76,551 |
Notes Payable and Convertible54
Notes Payable and Convertible Note Payable (Details Narrative) - USD ($) | Aug. 02, 2016 | Mar. 19, 2016 | Jun. 30, 2015 | Jun. 29, 2015 | Apr. 02, 2015 | Jan. 31, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Jan. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2014 |
Proceeds from issuance of convertible promissory note | $ 200,000 | $ 10,700,000 | ||||||||||
Note payable | $ 78,931 | 14,966,815 | ||||||||||
Percentage of seller's note bears interest, payable monthly | 10.00% | |||||||||||
Debt instrument periodic payment | $ 1,000 | $ 25,495 | ||||||||||
Debt instrument, maturity date, description | through June 2021 | |||||||||||
Revolving line of credit | $ 5,900,000 | |||||||||||
Inventory and fixed assets, reduction amount | $ 50,000 | |||||||||||
Revolving line of credit facility maturity date | Jun. 30, 2018 | |||||||||||
Proceeds from issuance of notes payable | $ 2,000,000 | $ 2,900,000 | ||||||||||
Borrowings of revolving credit facility | ||||||||||||
Debt instruments maturity date | Mar. 31, 2020 | Mar. 31, 2020 | ||||||||||
Issuance of warrants to purchase of stock | 1,127,000 | 100,000 | ||||||||||
Warrants term | 3 years | |||||||||||
Warrants exercise price per share | $ 0.40 | |||||||||||
Note converted into shares | 176,734 | 176,734 | ||||||||||
Number of common stock shares issued | 15,435,651 | 21,900,106 | ||||||||||
Debt unamortized discounts amount | $ 78,931 | $ 121,069 | $ 98,575 | |||||||||
Payment of acquisition | 200,000 | 200,000 | ||||||||||
Net of the unamortized discount | $ 142,434 | 101,425 | ||||||||||
Successor [Member] | ||||||||||||
Proceeds from issuance of convertible promissory note | 200,000 | |||||||||||
Proceeds from related party debt | 288,320 | 10,700,000 | ||||||||||
Amortization of debt discount | 68,466 | $ 46,940 | ||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Note converted into shares | 53,073 | |||||||||||
Series B Preferred Stock [Member] | Successor [Member] | ||||||||||||
Note converted into shares | 30,000 | |||||||||||
Shareholders of Xing [Member] | ||||||||||||
Percentage of seller's note bears interest, payable monthly | 1.00% | |||||||||||
Proceeds from issuance of notes payable | $ 4,500,000 | |||||||||||
Debt instruments maturity date | Jun. 30, 2017 | |||||||||||
Third Party [Member] | ||||||||||||
Note payable | $ 395,650 | |||||||||||
Minimum [Member] | ||||||||||||
Warrants exercise price per share | $ 0.50 | |||||||||||
Maximum [Member] | ||||||||||||
Warrants exercise price per share | $ 1 | |||||||||||
LIBOR Plus [Member] | Minimum [Member] | ||||||||||||
Percentage of seller's note bears interest, payable monthly | 2.25% | |||||||||||
LIBOR Plus [Member] | Maximum [Member] | ||||||||||||
Percentage of seller's note bears interest, payable monthly | 3.00% | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Issuance of warrants to purchase of stock | 100,000 | |||||||||||
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member] | ||||||||||||
Note converted into shares | 30,000 | |||||||||||
Securities Purchase Agreement [Member] | Unaffiliated Third Party [Member] | ||||||||||||
Proceeds from issuance of convertible promissory note | $ 200,000 | |||||||||||
Issuance of warrants to purchase of stock | 100,000 | |||||||||||
Warrants term | 3 years | |||||||||||
Warrants exercise price per share | $ 0.40 | |||||||||||
Fair value of the warrant | $ 18,153 | |||||||||||
Lease Agreement [Member] | ||||||||||||
Capital lease and capitalized asset amount | $ 3,689 | |||||||||||
Lease Agreement [Member] | Successor [Member] | ||||||||||||
Monthly installment, principal amount | $ 701 | |||||||||||
Capital lease and capitalized asset amount | $ 23,900 | |||||||||||
Capital lease term | 24 months | |||||||||||
Monthly installment, interest amount | $ 4,957 | |||||||||||
Equipment Financing Agreement [Member] | ||||||||||||
Monthly installment, principal amount | $ 3,236 | $ 2,934 | $ 3,218 | |||||||||
Capital lease and capitalized asset amount | $ 125,000 | $ 113,320 | $ 124,322 | |||||||||
Capital lease term | 48 months | 48 months | 48 months | |||||||||
Monthly installment, interest amount | $ 632 | $ 573 | $ 628 | |||||||||
One Note Payable [Member] | ||||||||||||
Note payable | $ 4,800,000 | |||||||||||
Percentage of seller's note bears interest, payable monthly | 4.02% | |||||||||||
Promissory Notes One [Member] | ||||||||||||
Percentage of seller's note bears interest, payable monthly | 3.00% | 8.00% | ||||||||||
Revolving line of credit facility maturity date | Jul. 21, 2015 | |||||||||||
Proceeds from issuance of notes payable | $ 50,000 | |||||||||||
Borrowings of revolving credit facility | $ 50,000 | |||||||||||
Loan fee percentage | 1.50% | |||||||||||
Loan fees | $ 2,250 | |||||||||||
Number of common stock shares issued | 30,000 | |||||||||||
Debt unamortized discounts amount | $ 9,020 | |||||||||||
Amortization of debt discount | $ 68,466 | |||||||||||
Promissory Notes Two [Member] | ||||||||||||
Percentage of seller's note bears interest, payable monthly | 8.00% | |||||||||||
Proceeds from issuance of notes payable | $ 50,000 | |||||||||||
Loan fee percentage | 1.50% | |||||||||||
Loan fees | $ 2,250 | |||||||||||
Number of common stock shares issued | 30,000 | |||||||||||
Debt unamortized discounts amount | $ 9,020 | |||||||||||
Promissory Notes One (1) [Member] | ||||||||||||
Percentage of seller's note bears interest, payable monthly | 8.00% | |||||||||||
Proceeds from issuance of notes payable | $ 50,000 | |||||||||||
Loan fees | $ 2,250 | |||||||||||
Number of common stock shares issued | 30,000 | |||||||||||
Debt unamortized discounts amount | $ 9,020 | |||||||||||
Promissory Notes Two (1) [Member] | ||||||||||||
Percentage of seller's note bears interest, payable monthly | 8.00% | |||||||||||
Proceeds from issuance of notes payable | $ 50,000 | |||||||||||
Loan fees | $ 2,250 | |||||||||||
Number of common stock shares issued | 30,000 | |||||||||||
Debt unamortized discounts amount | $ 9,020 | |||||||||||
Promissory Notes [Member] | ||||||||||||
Percentage of seller's note bears interest, payable monthly | 10.00% | |||||||||||
Debt instruments maturity date | Jun. 30, 2015 | |||||||||||
Payment of acquisition | $ 140,000 |
Notes Payable and Convertible55
Notes Payable and Convertible Note Payable - Schedule of Notes Payable (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively | $ 14,966,815 | $ 78,931 |
Less: current portion | (4,562,179) | |
Long-term portion, net of unamortized discounts | 10,374,675 | 78,931 |
Revolving Note Payable Due Bank [Member] | ||
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively | 5,650,000 | |
Note Payable Due To Bank [Member] | ||
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively | 4,754,636 | |
Sellers Note Payable [Member] | ||
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively | 4,500,000 | |
Note Payable [Member] | ||
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively | $ 32,218 | $ 78,931 |
Notes Payable and Convertible56
Notes Payable and Convertible Note Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Debt Disclosure [Abstract] | |||
Debt instrument unamortized discount | $ 98,575 | $ 121,069 | $ 78,931 |
Notes Payable and Convertible57
Notes Payable and Convertible Note Payable - Schedule of Note Payable and Capital Leases (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Notes payable, net of unamortized discounts of $121,069 and zero | $ 14,966,815 | $ 78,931 | |
Long-term portion, net of unamortized discounts of $121,069 and zero | $ 10,374,675 | 78,931 | |
Predecessor [Member] | |||
Notes payable, net of unamortized discounts of $121,069 and zero | |||
Capital lease obligations | 3,689 | ||
Note Payable and capital leases gross | 3,689 | ||
Less: current portion | (3,689) | ||
Long-term portion, net of unamortized discounts of $121,069 and zero | |||
Successor [Member] | |||
Notes payable, net of unamortized discounts of $121,069 and zero | 78,931 | ||
Capital lease obligations | |||
Note Payable and capital leases gross | 78,931 | ||
Less: current portion | |||
Long-term portion, net of unamortized discounts of $121,069 and zero | $ 78,931 |
Related Party Debt (Details Nar
Related Party Debt (Details Narrative) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Apr. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | |
Proceeds from preferred stock | 176,734 | 176,734 | |||
Debt discount | $ 42,742 | ||||
Accrued officer compensation | $ 100,000 | ||||
Debt monthly installment payment | 1,000 | 25,495 | |||
Successor [Member] | |||||
Proceeds from member of management | 288,320 | 10,700,000 | |||
Debt forgive amount | $ (500,000) | ||||
Gain on forgiveness of accrued payroll | $ 500,000 | ||||
Related party expense | $ 10,800 | ||||
Series B Preferred Stock [Member] | |||||
Proceeds from preferred stock | 53,073 | ||||
Series B Preferred Stock [Member] | Successor [Member] | |||||
Proceeds from preferred stock | 30,000 | ||||
Member of Management [Member] | |||||
Proceeds from member of management | $ 60,000 | ||||
Debt instruments interest rate | 10.00% | ||||
Debt maturity date beginning | Jun. 30, 2015 | ||||
Debt maturity date ending | Mar. 31, 2020 | ||||
Two Officers [Member] | |||||
Debt forgive amount | $ 500,000 | ||||
Accrued officer compensation | $ 600,000 |
Related Party Debt - Schedule o
Related Party Debt - Schedule of Related Party Transactions (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Related Party Transactions [Abstract] | ||
Related party debt, net of unamortized discount of $31,047 and $36,331 | $ 29,961 | $ 23,669 |
Less: current portion | ||
Long-term portion, net of unamortized discount | $ 29,961 | $ 23,669 |
Related Party Debt - Schedule60
Related Party Debt - Schedule of Related Party Transactions (Details) (Parenthetical) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2015 |
Debt instrument unamortized discount | $ 98,575 | $ 121,069 | $ 78,931 |
Related Party [Member] | |||
Debt instrument unamortized discount | $ 30,039 | $ 36,331 |
Commitments and Contingencies61
Commitments and Contingencies (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Lease expiration date | May 31, 2019 | |||
Lease extended term | 39 months | |||
Lease effective date | Mar. 1, 2016 | |||
Operating lease rent | $ 3,054 | |||
Monthly rental payments | 14,000 | |||
Rent expenses | 100,000 | |||
Successor [Member] | ||||
Rent expenses | $ 37,900 | |||
Predecessor [Member] | ||||
Rent expenses | $ 8,250 | |||
Operating Lease [Member] | ||||
Rent expenses | 103,812 | |||
First 12 Months [Member] | ||||
Operating lease rent | 2,795 | |||
Second 12 Months [Member] | ||||
Operating lease rent | 2,879 | |||
Third 12 Months [Member] | ||||
Operating lease rent | $ 2,965 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Details) | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 208,349 |
2,018 | 215,410 |
2,019 | 201,093 |
2,020 | 192,000 |
Total | $ 816,852 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Aug. 03, 2016 | Mar. 31, 2015 | Mar. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock shares authorized | 1,000,000 | |||||||
Preferred stock par value | $ 0.001 | |||||||
Debt converted into shares | 176,734 | 176,734 | ||||||
Common stock share authorized | 50,000,000 | 50,000,000 | 50,000,000 | |||||
Common stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Shares issued price per share | 1.61 | |||||||
Warrant exercise price | $ 0.40 | |||||||
Common stock issued for services, shares | 167,994 | |||||||
Legal and professional fees | $ 1,326,108 | |||||||
Maximum [Member] | ||||||||
Warrant exercise price | 1 | 1 | ||||||
Long Term Incentive Plan [Member] | Maximum [Member] | ||||||||
Number of shares granted | 1,600,000 | |||||||
Stone Field Fund [Member] | ||||||||
Shares issued price per share | $ 0.44 | 0.44 | ||||||
Common stock issued for services, shares | 5,000 | |||||||
Common stock issued for services, value | $ 2,200 | |||||||
LP Funding LLC [Member] | ||||||||
Shares issued price per share | $ 0.46 | 0.46 | ||||||
Common stock issued for services, shares | 500,000 | |||||||
Common stock issued for services, value | $ 230,000 | |||||||
Employemen tContract [Member] | ||||||||
Shares issued price per share | $ 0.35 | $ 0.35 | $ 0.46 | $ 0.40 | $ 0.42 | $ 0.40 | ||
Common stock issued for services, shares | 64,427 | |||||||
Common stock issued for services, value | $ 6,500 | |||||||
Employee [Member] | Employemen tContract [Member] | ||||||||
Common stock issued for services, shares | 18,571 | 14,130 | 15,476 | 16,250 | ||||
Common stock issued for services, value | $ 26,000 | $ 26,000 | $ 26,000 | $ 26,000 | ||||
Successor [Member] | ||||||||
Number of common stock shares acquisition during the period | 1,479,290 | |||||||
Shares issued price per share | $ 0.338 | $ 0.338 | ||||||
Successor [Member] | Employemen tContract [Member] | ||||||||
Shares issued price per share | $ 0.35 | 0.35 | ||||||
Common stock issued for services, shares | 85,714 | |||||||
Common stock issued for services, value | $ 30,000 | |||||||
Successor [Member] | Employee And Consultant [Member] | ||||||||
Common stock issued for services, shares | 707,141 | |||||||
Successor [Member] | Employee [Member] | ||||||||
Shares issued price per share | $ 0.44 | 0.44 | ||||||
Common stock issued for services, shares | 52,000 | |||||||
Common stock issued for services, value | $ 22,880 | |||||||
Successor [Member] | Private Placement [Member] | ||||||||
Stock issued during period, shares | 204,000 | |||||||
Stock issued during period, value | $ 61,200 | |||||||
Shares issued price per share | $ .30 | $ .30 | ||||||
Warrant to purchase common stock, percentage | 50.00% | 50.00% | ||||||
Warrant exercise price | $ .50 | $ .50 | ||||||
Issuance of warrants | 102,000 | 102,000 | ||||||
Warrant expiration term description | A total of 102,000 warrants were issued and expire between April 13 and June 10, 2016 | |||||||
Series A Preferred Stock [Member] | ||||||||
Preferred stock shares authorized | 250,000 | 250,000 | 250,000 | |||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock voting rights | Each share of Series A Preferred shall have 500 votes for any election or other vote placed before the shareholders of the Company. | |||||||
Preferred stock shares issued | 250,000 | 250,000 | 250,000 | |||||
Preferred stock shares outstanding | 250,000 | 250,000 | 250,000 | |||||
Series B Preferred Stock [Member] | ||||||||
Preferred stock shares authorized | 300,000 | 300,000 | 300,000 | |||||
Preferred stock par value | $ 0.001 | $ 0.001 | $ 0.001 | |||||
Preferred stock shares issued | 254,807 | 284,807 | 254,807 | |||||
Preferred stock shares outstanding | 254,807 | 284,807 | 254,807 | |||||
Debt converted into shares | 53,073 | |||||||
Preferred stock conversion shares of common stock | 8 | |||||||
Series B Preferred Stock [Member] | Successor [Member] | ||||||||
Stock issued during period, shares | 25,000 | |||||||
Stock issued during period, value | $ 25,000 | |||||||
Debt converted into shares | 30,000 | |||||||
Debt converted into shares, value | $ 200,000 | |||||||
Common Stock [Member] | ||||||||
Number of common stock shares acquisition during the period | 5,600,672 | |||||||
Shares issued price per share | $ 0.41 | |||||||
Common stock issued for services, shares | 50,000 | |||||||
Legal and professional fees | $ 20,500 | |||||||
Number of common stock warrant exercised | 42,000 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Mar. 31, 2016 | Dec. 31, 2014 | |
Issuance of warrants to purchase of stock | 100,000 | 1,127,000 | |||
Warrants exercise price per share | $ 0.40 | ||||
Warrants expiration date description | The warrant expires in March 2019. | September 2016 and October 2019 | |||
Warrants term | 3 years | ||||
Sale of stock price per share | $ 0.36 | ||||
Warrant [Member] | |||||
Common stock shares exercised | 42,000 | ||||
Sale of stock price per share | $ 0.50 | ||||
Common stock shares exercised, value | $ 21,000 | ||||
Warrant [Member] | |||||
Issuance of warrants to purchase of stock | 100,000 | ||||
Warrants exercise price per share | $ 0.40 | ||||
Convertible promissory | $ 200,000 | ||||
Minimum [Member] | |||||
Warrants exercise price per share | $ 0.50 | ||||
Maximum [Member] | |||||
Warrants exercise price per share | $ 1 | ||||
Predecessor [Member] | |||||
Issuance of warrants to purchase of stock | 60,000 | ||||
Warrants exercise price per share | $ 0.01 | ||||
Common stock shares exercised |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Stock Option Activity (Details) - Predecessor [Member] | 3 Months Ended |
Mar. 31, 2015$ / sharesshares | |
Number of options outstanding beginning balance | shares | 875,042 |
Number of options, granted | shares | |
Number of options, exercised | shares | |
Number of options, forfeited | shares | |
Number of options outstanding ending balance | shares | 875,042 |
Number of options exercisable | shares | 468,792 |
Weighted Average Exercise price, beginning balance | $ / shares | $ .16 |
Weighted Average Exercise price, granted | $ / shares | |
Weighted Average Exercise price, exercised | $ / shares | |
Weighted Average Exercise price, forfeited | $ / shares | |
Weighted Average Exercise price, ending balance | $ / shares | .16 |
Weighted Average Exercise price, exercisable | $ / shares | $ .16 |
Common Stock Warrants - Summary
Common Stock Warrants - Summary of Common Stock Warrants Activity (Details) - $ / shares | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Number of Warrants outstanding, Beginning Balance | 1,025,000 | 1,127,000 | |
Number of Warrants outstanding Granted, shares | 102,000 | 100,000 | |
Number of Warrants outstanding Exercised, shares | (42,000) | ||
Number of Warrants outstanding Forfeited, shares | (1,085,000) | ||
Number of Warrants outstanding, Ending Balance | 1,025,000 | 1,127,000 | 100,000 |
Number of Warrants exercisable, Ending Balance | 1,127,000 | 100,000 | |
Weighted Average Exercise Price Warrants outstanding, Beginning Balance | $ 0.99 | $ 0.94 | |
Weighted Average Exercise Price Warrants outstanding, Granted | 0.50 | 0.40 | |
Weighted Average Exercise Price Warrants outstanding, Exercised | 0.50 | ||
Weighted Average Exercise Price Warrants outstanding, Forfeited | 0.96 | ||
Weighted Average Exercise Price Warrants outstanding, Ending Balance | $ 0.99 | 0.94 | 0.40 |
Weighted Average Exercise Price Warrants exercisable, Ending Balance | $ 0.94 | $ 0.40 | |
Predecessor [Member] | |||
Number of Warrants outstanding, Beginning Balance | 60,000 | 60,000 | |
Number of Warrants outstanding Granted, shares | |||
Number of Warrants outstanding Exercised, shares | |||
Number of Warrants outstanding Forfeited, shares | 60,000 | ||
Number of Warrants outstanding, Ending Balance | 60,000 | ||
Weighted Average Exercise Price Warrants outstanding, Beginning Balance | |||
Weighted Average Exercise Price Warrants outstanding, Granted | |||
Weighted Average Exercise Price Warrants outstanding, Exercised | |||
Weighted Average Exercise Price Warrants outstanding, Forfeited | |||
Weighted Average Exercise Price Warrants outstanding, Ending Balance | |||
Weighted Average Exercise Price Warrants exercisable, Ending Balance |
Discontinued Operations - Bre67
Discontinued Operations - Brewery and Micro-Brewing Operations (Details Narrative) | Oct. 02, 2015USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Cash received for sale of discontinued operations | $ 395,650 |
Discontinued Operations - Bre68
Discontinued Operations - Brewery and Micro-Brewing Operations - Schedule of Assets and Liabilities of Discontinued Operations (Details) | Oct. 02, 2015USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Accounts receivable | $ 62,588 |
Inventories | 85,493 |
Prepaid expenses and other current assets | 11,588 |
Property and equipment | 869,118 |
Other assets | 12,816 |
Total assets of discontinued operations | 1,041,603 |
Accounts payable | 18,907 |
Accrued expenses and other current liabilities | 46,874 |
Current portion of notes payable and capital leases | 93,953 |
Noncurrent portion of notes payable and capital leases | 229,446 |
Total liabilities of discontinued operations | 389,180 |
Net assets sold | 652,423 |
Cash received | 395,650 |
Loss on sale of discontinued operations | $ 256,773 |
Discontinued Operations - Bre69
Discontinued Operations - Brewery and Micro-Brewing Operations - Schedule of Discontinued Operations Income and Expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended |
Mar. 31, 2015 | Dec. 31, 2015 | |
Successor [Member] | ||
Revenue | $ 510,216 | |
Less: Cost of Goods Sold | 366,852 | |
Gross Profit | 143,364 | |
Other expenses | 7,660 | |
Interest expense | 9,550 | |
Income from discontinued operations | $ 126,154 | |
Predecessor [Member] | ||
Revenue | ||
Less: Cost of Goods Sold | ||
Gross Profit | ||
Other expenses | ||
Interest expense | ||
Income from discontinued operations |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes Details Narrative | ||
Valuation allowance of deferred tax assets percentage | 100.00% | |
Net operating loss carryforward, federal | $ 5,800,000 | |
Net operating loss carryforward, state | $ 5,800,000 | |
Operating loss carry forward expire date | 2,028 | |
Deferred income tax expenses |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Income Taxes Details Narrative | ||
Net operating loss carry forwards | $ 2,139,000 | $ 728,000 |
Intangible amortization difference | 34,000 | 18,000 |
Less valuation allowance | (2,173,000) | (746,000) |
Net deferred tax asset |
Net (Loss) Income Per Share - S
Net (Loss) Income Per Share - Schedule of Net Loss Per Share (Details) - Successor [Member] - shares | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Weighted average shares outstanding - Basic | 14,318,764 | 18,889,608 |
Series B preferred stock | ||
Warrant to acquire common stock | ||
Weighted average shares outstanding - Diluted | 14,318,764 | 18,889,608 |
Statements of Cash Flows - Sche
Statements of Cash Flows - Schedule of Cash Flow Supplemental Disclosures (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
Successor [Member] | |||
Interest | $ 189,470 | ||
Income taxes | |||
Debt issued for acquisition of B&R Liquid Adventure | 140,000 | ||
Common stock issued for acquisition of B&R Liquid Adventure | 500,000 | ||
Warrants issued to with convertible debt | 18,154 | ||
Common stock issued for acquisition of Xing Beverage, LLC | 6,995,000 | ||
Promissory note issued for acquisition of Xing Beverage, LLC | 4,500,000 | ||
Convertible debt and accrued interest converted into shares of Series B Preferred stock | $ 225,872 | ||
Predecessor [Member] | |||
Interest | $ 1,861 | ||
Income taxes | |||
Debt issued for acquisition of B&R Liquid Adventure | |||
Common stock issued for acquisition of B&R Liquid Adventure | |||
Warrants issued to with convertible debt | |||
Common stock issued for acquisition of Xing Beverage, LLC | |||
Promissory note issued for acquisition of Xing Beverage, LLC | |||
Convertible debt and accrued interest converted into shares of Series B Preferred stock |
Segment Information (Details Na
Segment Information (Details Narrative) | 12 Months Ended |
Dec. 31, 2016Number | |
Segment Reporting [Abstract] | |
Number of operating segment | 2 |
Segment reporting, description | However, with the sale of the Company's brewery and micro-brewing operations, the Company now operates in one segment. Accordingly, no further segment reporting is required as of December 31, 2015 and for the period then ended. |
Subsequent Event (Details Narra
Subsequent Event (Details Narrative) - Subsequent Event [Member] - USD ($) | Mar. 23, 2017 | Feb. 17, 2017 | Mar. 31, 2017 |
Shares outstanding | 4,285,714 | ||
Offering price per share | $ 3.50 | ||
Shares exercised | 642,857 | ||
Gross proceeds from issuance of shares | $ 17,250,000 | ||
Shares acquired in exchange of operating assets | 2,850,000 | 2,200,000 | |
Cash acquired in exchange of operating assets | $ 150,000 | $ 2,000,000 | |
Secured promissory note | $ 1,500,000 | ||
Maximum percentage of shares eligible for sale | 20.00% | ||
Gross revenues | 15,000,000 | ||
Earnout payment | 625,000 | ||
First Anniversary [Member] | |||
Earnout payment | 312,500 | ||
Second Anniversary [Member] | |||
Earnout payment | $ 312,500 |