Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 14, 2017 | |
Document And Entity Information | ||
Entity Registrant Name | New Age Beverages Corp | |
Entity Central Index Key | 1,579,823 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 34,330,520 | |
Trading Symbol | NBEV | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,017 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS: | ||
Cash | $ 297,907 | $ 529,088 |
Accounts receivable, net of allowance for doubtful accounts | 8,593,899 | 4,729,356 |
Inventories, net | 8,147,515 | 4,420,632 |
Prepaid expenses and other current assets | 1,234,316 | 326,846 |
Total current assets | 18,255,637 | 10,005,922 |
Property and equipment, net of accumulated depreciation | 1,943,016 | 7,286,201 |
Right to use asset, buildings | 4,406,970 | |
Goodwill | 40,094,191 | 4,895,241 |
Customer relationships, net of accumulated amortization | 4,342,713 | 4,538,674 |
Total assets | 69,042,527 | 26,726,038 |
CURRENT LIABILITIES: | ||
Accounts payable, accrued expenses and other current liabilities | 6,326,391 | 6,880,569 |
Lease liability, current | 89,137 | |
Contingent consideration | 1,250,000 | |
Current portion of notes payable | 4,562,179 | |
Total current liabilities | 7,665,528 | 11,442,748 |
Notes payable, net of unamortized discounts and current portion | 1,570,952 | 10,374,675 |
Lease liability, net of current portion | 4,317,833 | |
Related party debt, net of unamortized discount | 29,961 | |
Total liabilities | 13,554,313 | 21,847,384 |
COMMITMENTS AND CONTINGENCIES (Note 8) | ||
STOCKHOLDERS' EQUITY: | ||
Common stock, $0.001 par value, 50,000,000 shares authorized; 34,330,520 and 21,900,106 shares issued and outstanding at June 30, 2017, and December 31, 2016, respectively | 34,331 | 21,900 |
Additional paid-in capital | 60,629,513 | 11,821,176 |
Accumulated deficit | (5,175,630) | (6,964,957) |
Total stockholders' equity | 55,488,214 | 4,878,654 |
Total liabilities and stockholders' equity | 69,042,527 | 26,726,038 |
Series A Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, value | 250 | |
Series B Preferred Stock [Member] | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, value | $ 285 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 50,000,000 | 50,000,000 |
Common Stock, shares issued | 34,330,520 | 21,900,106 |
Common Stock, shares outstanding | 34,330,520 | 21,900,106 |
Preferred Stock, par value | $ 0.001 | $ 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 | 0 | 250,000 |
Preferred Stock, shares outstanding | 0 | 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 | 0 | 284,807 |
Preferred Stock, shares outstanding | 0 | 284,807 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Statement [Abstract] | ||||
REVENUES, net | $ 15,104,795 | $ 686,740 | $ 25,892,596 | $ 1,275,540 |
Cost of Goods Sold | 11,713,950 | 600,648 | 20,066,422 | 1,100,129 |
GROSS PROFIT | 3,390,845 | 86,092 | 5,826,174 | 175,411 |
OPERATING EXPENSES: | ||||
Advertising, promotion and selling | 894,144 | 101,614 | 1,591,911 | 197,835 |
General and administrative | 2,698,561 | 850,818 | 4,788,852 | 1,020,428 |
Legal and professional | 132,044 | 1,093,755 | 205,435 | 1,175,400 |
Total operating expenses | 3,724,749 | 2,046,187 | 6,586,198 | 2,393,663 |
LOSS FROM OPERATIONS | (333,904) | (1,960,095) | (760,024) | (2,218,252) |
OTHER EXPENSE: | ||||
Interest expense | (45,791) | (36,590) | (126,071) | (66,224) |
Other income | 3,277,569 | 3,321,040 | ||
Other expense net | (401,192) | (934) | (645,617) | (934) |
Total income (expense) | 2,830,586 | (37,524) | 2,549,352 | (67,158) |
NET INCOME/(LOSS) | $ 2,496,682 | $ (1,997,619) | $ 1,789,328 | $ (2,285,410) |
NET INCOME/(LOSS) PER SHARE - BASIC | $ 0.08 | $ (0.12) | $ 0.05 | $ (0.14) |
NET INCOME/(LOSS) PER SHARE - DILUTED | $ 0.08 | $ (0.12) | $ 0.05 | $ (0.14) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 1,789,328 | $ (2,285,410) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 471,421 | 49,322 |
Amortization of debt discount | 128,614 | 20,198 |
Provision for doubtful accounts | 9,000 | |
Accrued acquisition costs | 753,857 | |
Gain on sale from building | (3,272,653) | |
Common stock issued for services | 956,596 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,446,765) | (92,306) |
Inventories | (840,038) | (39,424) |
Prepaid expenses and other current assets | (495,119) | 14,569 |
Accounts payable, accrued expenses and other current liabilities | (2,020,551) | 369,564 |
Net cash used in operating activities | (6,676,764) | (253,034) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of building | 8,900,000 | |
Purchases of property and equipment | (414,125) | |
Acquisition of assets of Maverick Brands, LLC | (2,000,000) | |
Cash paid to acquire the combined assets of Xing | (8,500,000) | |
Net cash used in investment activities | 9,485,875 | (8,500,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible note payable | 8,500,000 | |
Net factoring advances | (6,012) | |
Exercise of stock warrants | 21,000 | |
Issuance of common stock for cash | 15,638,232 | |
Repayment of notes payable and capital lease obligations | (15,696,524) | |
Proceeds from convertible note payable | 200,000 | |
Net cash (used by) provided by financing activities | 2,113,755 | 8,714,988 |
NET CHANGE IN CASH | (249,181) | (38,046) |
CASH AT BEGINNING OF PERIOD | 529,088 | 43,856 |
CASH AT END OF PERIOD | $ 297,907 | $ 5,810 |
Nature of Operations, Basis of
Nature of Operations, Basis of Presentation and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
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, which included the brand Bucha ® ® ® ® ® Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements as of June 30, 2017 of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 31, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the unaudited condensed consolidated financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the Form 10-K have been omitted. 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. As of June 30, 2017, two customers accounted for approximately 16.1% (8.4%, and 7.7%) of accounts receivables. As of December 31, 2016, three customers represented approximately 29.4% (12.3%, 8.9% and 8.2%) of accounts receivables. For the six months ended June 30, 2017, two customers represented approximately 13.7% (8.6% and 5.1%) of revenue. For the six months ended June 30, 2016, three customers represented approximately 18.5% (9.8%, 5.7% and 3.0%) of revenue. Accounts Receivable 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 $75,583 as of June 30, 2017 and $46,350 as of December 31, 2016. 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. 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 June 30, 2017 and December 31, 2016, accumulated amortization was $536,087 and $340,126, respectively. Amortization expense was $97,980 and $20,833 for the three months ended June 30, 2017 and 2016, respectively. Amortization expense was $195,961 and $41,667 for the six months ended June 30, 2017 and 2016, respectively. 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 FASB Topic 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 June 30, 2017, we had not experienced impairment losses on our long-lived assets as management determined that there were no indicators that a carrying amount of the asset may not be recoverable. Cash Flows Supplemental Disclosures Six months ended June 30, 2017 Six months ended June 30, 2016 CASH PAID DURING THE PERIODS FOR: Interest $ 126,071 $ 400,735 Income taxes $ - $ - NONCASH INVESTING AND FINANCING ACTIVITIES: Warrants issued with convertible debt $ - $ 18,154 Common stock issued for acquisition of Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation $ 33,182,000 $ - Common stock issued for acquisition of Xing Beverages, LLC $ 6,995,000 Promissory note issued for acquisition of Xing Beverages, LLC $ 4,500,000 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. Effective April 1, 2017, the Company adopted the new lease accounting guidance in Accounting Standards Update No. 2016-02, Leases (Topic 842) 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 | 6 Months Ended |
Jun. 30, 2017 | |
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 unaudited interim condensed 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 June 30, 2017, the Company had an accumulated deficit of $5,175,630 and for the six months then ended June 30, 2017 achieved net income of $1,789,328. In February 2017, the Company issued common stock for approximately $15,600,000 of net proceeds (see note 9). The proceeds from the issuance were used to pay down notes payable of $10,000,000. |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | NOTE 3 – ACQUISITIONS On March 31, 2017, the Company acquired the assets of Maverick Brands, LLC (“Maverick”). Maverick is engaged in the manufacturing and sale of coconut water and other beverages, which will help the Company expand its capabilities and product offering. The operating results of Maverick have been consolidated with those of the Company beginning April 1, 2017. Total purchase consideration paid was $11,086,000, which consisted of $2,000,000 of cash and 2,200,000 shares of common stock valued at $9,086,000. The common stock issued was valued at $4.13 per share, which was the closing stock on the date of the acquisition. The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Accounts receivable $ 821,721 Inventories 1,930,598 Prepaid expenses and other current assets 211,213 Property and equipment, net 68,282 Accounts payable and accrued expenses (1,201,254 ) Assumption of note payable (1,570,952 ) 259,608 Goodwill 10,826,392 $ 11,086,000 The above allocation is preliminary and is subject to change. The acquisition was consummated on March 31, 2017, and as such, the Company has begun to assess the fair value of the various net assets acquired, but has not yet completed this assessment. The Company is also in the process of identifying other intangible assets, such as customer relationships and recipes that may need to be recognized apart from goodwill. Once identified, these other intangible assets, if any, will be recorded at their fair values. The Company is working to finalize the allocations as quickly as possible, and anticipates that the allocation will not be final for approximately six months. Any adjustments necessary may be material to the consolidated balance sheet and the amount of goodwill recognized. Any resulting adjustments would have no impact to the June 30, 2017 reported operating results or cash flows. Goodwill is the excess of the purchase price over the preliminary 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. In connection with the acquisition of Maverick, the Company incurred transactional costs totaling $231,925, which has been recognized as expense as of March 31, 2017. These costs have been reflected in other expenses. On May 18, 2017, the Company entered into an Asset Purchase Agreement (the “Agreement”) whereby the Company acquired substantially all of the operating assets of Premier Micronutrient Corporation, a subsidiary of PMC Holdings, Inc. (“PMC”), which is a company engaged in the business of developing, manufacturing, selling and marketing micronutrient products and formulations (the “Acquisition”). On May 23, 2017 (the “Closing Date”), the parties executed the Bill of Sale and Assignment and Assumption Agreement for the Acquisition. Upon the Closing Date, the Company received substantially all of the operating assets of PMC, consisting of inventory, accounts receivable, fixed assets and intellectual property in exchange for a purchase price of 1,200,000 shares of the Company’s common stock. The shares were fair valued at $4.58 per share. The Company also agreed to assume various accounts payable and accrued liabilities of PMC. The shares of Common Stock to be issued pursuant to the Acquisition will be restricted under Rule 144. The Acquisition was subject to customary closing conditions. The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Stock 5,496,000 Purchase price $ 5,496,000 Accounts receivable $ 42,104 Inventories 158,148 Prepaid expenses and other current assets 2,256 Property and equipment, net 55,023 Accounts payable (27,772 ) Assumption of notes payable (601,095 ) (371,336 ) Goodwill 5,867,336 $ 5,496,000 The above allocation is preliminary and is subject to change. The acquisition was consummated on May 18, 2017, and as such, the Company has begun to assess the fair value of the various net assets acquired, but has not yet completed this assessment. The Company is also in the process of identifying other intangible assets, such as customer relationships and recipes that may need to be recognized apart from goodwill. Once identified, these other intangible assets, if any, will be recorded at their fair values. The Company is working to finalize the allocations as quickly as possible, and anticipates that the allocation will not be final for approximately six months. Any adjustments necessary may be material to the consolidated balance sheet and the amount of goodwill recognized. Any resulting adjustments would have no impact to the June 30, 2017 reported operating results or cash flows. In connection with the acquisition of PMC, the Company incurred minimal transactional costs, which has been recognized as expense as of the closing date. On March 23, 2017, the Company entered into an asset purchase agreement (the “APA”) 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 consideration for the Acquisition was amended pursuant to an Amendment to the APA dated June 9, 2017. The Acquisition closed on June 13, 2017. At closing, the Company received 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 3,000,000 shares of the Company’s common stock, 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 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 The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Stock 18,600,000 Purchase price $ 18,600,000 Accounts receivable $ 562,953 Inventories 798,098 Prepaid expenses and other current assets 198,882 Property and equipment, net 22,191 Accounts payable and accrued expenses (237,346 ) Contingent consideration (1,250,000 ) 94,778 Goodwill 18,505,222 $ 18,600,000 The above allocation is preliminary and is subject to change. The acquisition was consummated on June 13, 2017, and as such, the Company has begun to assess the fair value of the various net assets acquired, but has not yet completed this assessment. The Company is also in the process of identifying other intangible assets, such as customer relationships and recipes that may need to be recognized apart from goodwill. Once identified, these other intangible assets, if any, will be recorded at their fair values. The Company is working to finalize the allocations as quickly as possible, and anticipates that the allocation will not be final for approximately six months. Any adjustments necessary may be material to the consolidated balance sheet and the amount of goodwill recognized. Any resulting adjustments would have no impact to the June 30, 2017 reported operating results or cash flows. In connection with the acquisition of Marley, the Company incurred minimal transactional costs, which has been recognized as expense as of the closing date. The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Xing Group, Maverick and Marley for the six months ended June 30, 2017 and for the year ended December 31, 2016, as if Xing Group, Maverick and Marley were acquired on January 1, 2016. The unaudited pro forma financial information excludes the financial results of PMC for the six month ended June 30, 2017 and for the year ended December 31, 2016 as the financial results for PMC were insignificant or less than two percent of the financial results of the Company on a standalone basis. No adjustments have been made for synergies that are resulting and planned from the acquisitions. These combined results are not 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 consolidated future operating results. Six months ended June 30, 2017 For the year ended December 31, 2016 (unaudited) (unaudited) Revenues $ 29,380,585 $ 70,650,963 Net loss from continuing operations (2,359,540 ) (13,095,142 ) Net loss per share – Basic and diluted $ (0.07 ) $ (0.38 ) Weighted average number of common shares outstanding – Basic and Dilutive 34,330,520 34,330,520 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – 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. Upon Maverick PMC and Marley the inventory balance increased by $2,886,844. Inventories consisted of the following as of: June 30, 2017 December 31, 2016 Raw materials $ 1,570,160 $ 458,582 Finished goods 6,577,355 3,962,050 $ 8,147,515 $ 4,420,632 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 – PROPERTY AND EQUIPMENT Upon acquiring Maverick, PMC and Marley the property and equipment balance increased by $145,496. Property and equipment consisted of the following as of: June 30, 2017 December 31, 2016 Land and building $ 518,293 $ 6,070,000 Trucks and coolers 1,035,568 963,474 Other property and equipment 976,725 509,064 Less: accumulated depreciation (587,570 ) (256,337 ) $ 1,943,016 $ 7,286,201 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 $275,460 and $7,655 for the six months ended June 30, 2017 and 2016; respectively. |
Notes Payable and Convertible N
Notes Payable and Convertible Note Payable | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable and Convertible Note Payable | NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE Notes payable consisted of the following as of: June 30, 2017 December 31, 2016 Revolving note payable due bank $ - $ 5,650,000 Note payable due to bank – secured by building - 4,754,636 Series B note assumed from the Maverick Acquisition 1,570,952 - Seller’s note payable - 4,500,000 Note payable, net of unamortized discount of $- and $98,575 - 32,218 1,570,952 14,936,854 Less: current portion - (4,562,179 ) Long-term portion, net of unamortized discounts $ 1,570,952 $ 10,374,675 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 4.02%, 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 borrowings of 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 may be borrowed under the revolving credit facility is based on the Company’s eligible receivables, inventory and fixed assets, and is reduced 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. At June 30, 2017, $5.9 million dollars was available under the revolving note payable. The Company also issued a $4.5 million 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 matured 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 $18,154. During 2016, the note was converted into 30,000 shares of Series B Preferred stock. In connection with the Acquisition of Maverick, the Company assumed a Series B note payable of $1,570,952. In addition, in connection with our public offering of common stock in February 2017, proceeds from issuance were used to reduce the previously outstanding note balances. |
Related Party Debt
Related Party Debt | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Debt | NOTE 7 – RELATED PARTY DEBT Related Party debt consisted of the following as of: June 30, 2017 December 31, 2016 Related party debt, net of unamortized discount of $- and $30,039 $ - $ 29,961 Less: current portion - - Long-term portion, net of unamortized discount $ - $ 29,961 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. Should the Company be successful in raising $2,000,000 or more in funding the entire balance of the note will be due immediately. 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 will be amortized over the life of the loan to interest expense. During the six months ended June 30, 2017 the Company used proceeds from the February 2017 common stock issuance to settle the related party debt. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 8 – COMMITMENTS AND CONTINGENCIES Operating Lease Commitments In April 2015, the Company assumed a facilities lease with a third party for the manufacture of its Búcha ® On June 30, 2016, the Company assumed the lease commitments for the New Age Beverage, LLC (NAB) and Xing Beverage, LLC (Xing) when it 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. On January 10, 2017, the Company entered into a Purchase and Sale Agreement with an unaffiliated third party. Pursuant to the agreement, the Company entered into a commitment to sell the property located at 1700 E 68 th Future minimum lease payments under these facilities leases are approximately as follows: 2017 $ 572,349 2018 839,410 2019 825,093 2020 816,000 2021 624,000 Thereafter 3,744,000 $ 7,420,852 Rent expense was $399,208 and $12,408 for the six months ended June 30, 2017 and 2016, 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 condensed consolidated unaudited interim financial statements as of June 30, 2017. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | NOTE 9 – 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 On February 17, 2017, the Company issued 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 June 30, 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 10). 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 Board of Directors approved and adopted 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 June 30, 2017, there has been no grants under the Plan. |
Common Stock Warrants
Common Stock Warrants | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Common Stock Warrants | NOTE 10 – COMMON STOCK WARRANTS As of June 30, 2017, 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 six months ended June 30, 2017 is as follows: Weighted Average Number Exercise Price Warrants outstanding December 31, 2016 100,000 $ 0.40 Granted - $ - Exercised - $ - Forfeited - $ - Warrants outstanding June 30, 2017 100,000 $ 0.40 Warrants exercisable as of June 30, 2017 100,000 $ 0.40 During 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 6). During the three months ended June 30, 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 outstanding as of June 30, 2016 were forfeited when acquiring Xing. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income Per Share | NOTE 11 – NET (LOSS) INCOME PER SHARE The following table provides basic and diluted shares outstanding for the calculation of net (loss) income 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 the Company is reporting a net loss from continuing operations, securities to acquire common stock or are convertible into shares of common stock are excluded from the computation of net (loss) income per share as they would be anti-dilutive. Six Months Six Months Ended Ended June 30, 2017 June 30, 2016 Weighted average shares outstanding – Basic 30,540,843 15,846,027 Warrant to acquire common stock 100,000 - Weighted average shares outstanding – Diluted 30,640,843 15,846,027 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these condensed consolidated financial statements were available for issuance. |
Nature of Operations, Basis o18
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements as of June 30, 2017 of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 31, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the unaudited condensed consolidated financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the Form 10-K have been omitted. |
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. As of June 30, 2017, two customers accounted for approximately 16.1% (8.4%, and 7.7%) of accounts receivables. As of December 31, 2016, three customers represented approximately 29.4% (12.3%, 8.9% and 8.2%) of accounts receivables. For the six months ended June 30, 2017, two customers represented approximately 13.7% (8.6% and 5.1%) of revenue. For the six months ended June 30, 2016, three customers represented approximately 18.5% (9.8%, 5.7% and 3.0%) of revenue. |
Accounts Receivable | Accounts Receivable 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 $75,583 as of June 30, 2017 and $46,350 as of December 31, 2016. |
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. 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 June 30, 2017 and December 31, 2016, accumulated amortization was $536,087 and $340,126, respectively. Amortization expense was $97,980 and $20,833 for the three months ended June 30, 2017 and 2016, respectively. Amortization expense was $195,961 and $41,667 for the six months ended June 30, 2017 and 2016, respectively. |
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 FASB Topic 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 June 30, 2017, we had not experienced impairment losses on our long-lived assets as management determined that there were no indicators that a carrying amount of the asset may not be recoverable. |
Cash Flows | Cash Flows Supplemental Disclosures Six months ended June 30, 2017 Six months ended June 30, 2016 CASH PAID DURING THE PERIODS FOR: Interest $ 126,071 $ 400,735 Income taxes $ - $ - NONCASH INVESTING AND FINANCING ACTIVITIES: Warrants issued with convertible debt $ - $ 18,154 Common stock issued for acquisition of Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation $ 33,182,000 $ - Common stock issued for acquisition of Xing Beverages, LLC $ 6,995,000 Promissory note issued for acquisition of Xing Beverages, LLC $ 4,500,000 |
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. Effective April 1, 2017, the Company adopted the new lease accounting guidance in Accounting Standards Update No. 2016-02, Leases (Topic 842) 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 |
Nature of Operations, Basis o19
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Cash Flow, Supplemental Disclosures | Supplemental Disclosures Six months ended June 30, 2017 Six months ended June 30, 2016 CASH PAID DURING THE PERIODS FOR: Interest $ 126,071 $ 400,735 Income taxes $ - $ - NONCASH INVESTING AND FINANCING ACTIVITIES: Warrants issued with convertible debt $ - $ 18,154 Common stock issued for acquisition of Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation $ 33,182,000 $ - Common stock issued for acquisition of Xing Beverages, LLC $ 6,995,000 Promissory note issued for acquisition of Xing Beverages, LLC $ 4,500,000 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation [Member] | |
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: Accounts receivable $ 821,721 Inventories 1,930,598 Prepaid expenses and other current assets 211,213 Property and equipment, net 68,282 Accounts payable and accrued expenses (1,201,254 ) Assumption of note payable (1,570,952 ) 259,608 Goodwill 10,826,392 $ 11,086,000 |
PMC Holdings, Inc [Member] | |
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: Stock 5,496,000 Purchase price $ 5,496,000 Accounts receivable $ 42,104 Inventories 158,148 Prepaid expenses and other current assets 2,256 Property and equipment, net 55,023 Accounts payable (27,772 ) Assumption of notes payable (601,095 ) (371,336 ) Goodwill 5,867,336 $ 5,496,000 |
Marley Beverage Company, LLC [Member] | |
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: Stock 18,600,000 Purchase price $ 18,600,000 Accounts receivable $ 562,953 Inventories 798,098 Prepaid expenses and other current assets 198,882 Property and equipment, net 22,191 Accounts payable and accrued expenses (237,346 ) Contingent consideration (1,250,000 ) 94,778 Goodwill 18,505,222 $ 18,600,000 |
Maverick Brands, LLC, Marley Beverages, LLC [Member] | |
Schedule of Unaudited Pro Forma | Six months ended June 30, 2017 For the year ended December 31, 2016 (unaudited) (unaudited) Revenues $ 29,380,585 $ 70,650,963 Net loss from continuing operations (2,359,540 ) (13,095,142 ) Net loss per share – Basic and diluted $ (0.07 ) $ (0.38 ) Weighted average number of common shares outstanding – Basic and Dilutive 34,330,520 34,330,520 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories consisted of the following as of: June 30, 2017 December 31, 2016 Raw materials $ 1,570,160 $ 458,582 Finished goods 6,577,355 3,962,050 $ 8,147,515 $ 4,420,632 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of: June 30, 2017 December 31, 2016 Land and building $ 518,293 $ 6,070,000 Trucks and coolers 1,035,568 963,474 Other property and equipment 976,725 509,064 Less: accumulated depreciation (587,570 ) (256,337 ) $ 1,943,016 $ 7,286,201 |
Notes Payable and Convertible23
Notes Payable and Convertible Note Payable (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable | Notes payable consisted of the following as of: June 30, 2017 December 31, 2016 Revolving note payable due bank $ - $ 5,650,000 Note payable due to bank – secured by building - 4,754,636 Series B note assumed from the Maverick Acquisition 1,570,952 - Seller’s note payable - 4,500,000 Note payable, net of unamortized discount of $- and $98,575 - 32,218 1,570,952 14,936,854 Less: current portion - (4,562,179 ) Long-term portion, net of unamortized discounts $ 1,570,952 $ 10,374,675 |
Related Party Debt (Tables)
Related Party Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | Related Party debt consisted of the following as of: June 30, 2017 December 31, 2016 Related party debt, net of unamortized discount of $- and $30,039 $ - $ 29,961 Less: current portion - - Long-term portion, net of unamortized discount $ - $ 29,961 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
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 $ 572,349 2018 839,410 2019 825,093 2020 816,000 2021 624,000 Thereafter 3,744,000 $ 7,420,852 |
Common Stock Warrants (Tables)
Common Stock Warrants (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Common Stock Warrant Activity | A summary of common stock warrants activity for the six months ended June 30, 2017 is as follows: Weighted Average Number Exercise Price Warrants outstanding December 31, 2016 100,000 $ 0.40 Granted - $ - Exercised - $ - Forfeited - $ - Warrants outstanding June 30, 2017 100,000 $ 0.40 Warrants exercisable as of June 30, 2017 100,000 $ 0.40 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Net (Loss) Income Per Share | The following table provides basic and diluted shares outstanding for the calculation of net (loss) income 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 the Company is reporting a net loss from continuing operations, securities to acquire common stock or are convertible into shares of common stock are excluded from the computation of net (loss) income per share as they would be anti-dilutive. Six Months Six Months Ended Ended June 30, 2017 June 30, 2016 Weighted average shares outstanding – Basic 30,540,843 15,846,027 Warrant to acquire common stock 100,000 - Weighted average shares outstanding – Diluted 30,640,843 15,846,027 |
Nature of Operations, Basis o28
Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($) | Apr. 02, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Allowance for doubtful accounts | $ 75,583 | $ 75,583 | $ 46,350 | |||
Accumulated amortization | 536,087 | 536,087 | 340,126 | |||
Amortization expense | 97,980 | $ 20,833 | 195,961 | $ 41,667 | ||
Lease liability | $ 4,406,970 | 4,406,970 | 4,406,970 | |||
Remaining lease payments | $ 3,565,477 | |||||
Incremental borrowing rate | 10.00% | |||||
Right-of-use asset | $ 4,406,970 | $ 4,406,970 | $ 4,406,970 | |||
Accounts Receivable [Member] | ||||||
Concentration credit risk percentage | 16.10% | 29.40% | ||||
Revenues [Member] | ||||||
Concentration credit risk percentage | 13.70% | 60.20% | ||||
Customer One [Member] | Accounts Receivable [Member] | ||||||
Concentration credit risk percentage | 8.40% | 12.30% | ||||
Customer One [Member] | Revenues [Member] | ||||||
Concentration credit risk percentage | 8.60% | 42.40% | ||||
Customer Two [Member] | Accounts Receivable [Member] | ||||||
Concentration credit risk percentage | 7.70% | 8.90% | ||||
Customer Two [Member] | Revenues [Member] | ||||||
Concentration credit risk percentage | 5.10% | 17.80% | ||||
Customer Three [Member] | Accounts Receivable [Member] | ||||||
Concentration credit risk percentage | 8.20% |
Nature of Operations, Basis o29
Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Interest | $ 126,071 | $ 400,735 |
Income taxes | ||
Warrants issued to with convertible debt | 18,154 | |
Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation [Member] | ||
Common stock issued for acquisition | 33,182,000 | |
Xing Beverage, LLC [Member] | ||
Common stock issued for acquisition | 6,995,000 | |
Promissory note issued for acquisition | $ 4,500,000 |
Going Concern and Management'30
Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) | Feb. 28, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||
Accumulated deficit | $ 5,175,630 | $ 5,175,630 | $ 6,964,957 | |||
Net losses | $ (2,496,682) | $ 1,997,619 | (1,789,328) | $ 2,285,410 | ||
Proceeds from issuance of common stock | $ 15,600,000 | 15,638,232 | ||||
Proceeds used to paid down notes payable | $ 10,000,000 | $ 10,000,000 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | May 18, 2017 | Mar. 23, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 |
Equity issuance price per share | $ 4.58 | ||||||
Assets exchange for shares | 1,200,000 | ||||||
General and administrative expenses | $ 2,698,561 | $ 850,818 | $ 4,788,852 | $ 1,020,428 | |||
Marley Beverage Company, LLC [Member] | |||||||
Assets exchange for shares | 3,000,000 | ||||||
Earn out payment | $ 1,250,000 | ||||||
Earn out paid | 625,000 | ||||||
Marley Beverage Company, LLC [Member] | First Anniversary [Member] | |||||||
Earn out paid | 312,500 | ||||||
Marley Beverage Company, LLC [Member] | Second Anniversary [Member] | |||||||
Earn out paid | 312,500 | ||||||
Marley Beverage Company, LLC [Member] | Minimum [Member] | |||||||
Earn out payment | $ 15,000,000 | ||||||
Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation [Member] | |||||||
Purchase consideration paid | $ 11,086,000 | ||||||
Number of common stock shares acquisition during the period | 2,200,000 | ||||||
Number of common stock shares acquisition during the period, value | $ 9,086,000 | ||||||
Maverick Brands, LLC [Member] | |||||||
Purchase consideration paid cash | $ 2,000,000 | $ 2,000,000 | |||||
Equity issuance price per share | $ 4.13 | $ 4.13 | |||||
Incurred transactional costs | $ 231,925 | ||||||
PMC Holding [Member] | |||||||
Incurred transactional costs | |||||||
Legal and professional fee | |||||||
General and administrative expenses | |||||||
Xing Beverage, LLC [Member] | |||||||
Equity issuance price per share | $ 6.20 | $ 6.20 | |||||
Incurred transactional costs | |||||||
General and administrative expenses | |||||||
Common stock issued for services, shares |
Acquisitions - Summary of Estim
Acquisitions - Summary of Estimated Fair Values of Purchase Price (Details) | Jun. 30, 2017USD ($) |
Maverick Brands, LLC [Member] | |
Cash | |
Stock | |
Purchase price | |
Accounts receivable | 821,721 |
Inventories | 1,930,598 |
Prepaid expenses and other current assets | 211,213 |
Property and equipment, net | 68,282 |
Accounts payable | |
Assumption of note payable | (1,570,952) |
Accounts payable and accrued expenses | (1,201,254) |
Contingent consideration | |
Total Assets and Liabilities assumed | 259,608 |
Goodwill | 10,826,392 |
Total Purchase Price | 11,086,000 |
PMC Holding [Member] | |
Stock | 5,496,000 |
Purchase price | 5,496,000 |
Accounts receivable | 42,104 |
Inventories | 158,148 |
Prepaid expenses and other current assets | 2,256 |
Property and equipment, net | 55,023 |
Accounts payable | (27,772) |
Assumption of note payable | (601,095) |
Accounts payable and accrued expenses | |
Contingent consideration | |
Total Assets and Liabilities assumed | (371,336) |
Goodwill | 5,867,336 |
Total Purchase Price | 5,496,000 |
Marley Beverage Company, LLC [Member] | |
Stock | 18,600,000 |
Purchase price | 18,600,000 |
Accounts receivable | 562,953 |
Inventories | 798,098 |
Prepaid expenses and other current assets | 198,882 |
Property and equipment, net | 22,191 |
Accounts payable | |
Assumption of note payable | |
Accounts payable and accrued expenses | (237,346) |
Contingent consideration | (1,250,000) |
Total Assets and Liabilities assumed | 94,778 |
Goodwill | 18,505,222 |
Total Purchase Price | $ 18,600,000 |
Acquisitions - Schedule of Unau
Acquisitions - Schedule of Unaudited Pro Forma (Details) - Maverick Brands, LLC, Marley Beverages, LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2017 | Dec. 31, 2016 | |
Revenues | $ 29,380,585 | $ 70,650,963 |
Net loss from continuing operations | $ (2,359,540) | $ (13,095,142) |
Net loss per share - Basic and diluted | $ (0.07) | $ (0.38) |
Weighted average number of common shares outstanding - Basic and Dilutive | 34,330,520 | 34,330,520 |
Inventories (Details Narrative)
Inventories (Details Narrative) | Jun. 30, 2017USD ($) |
Maverick Brands, LLC [Member] | |
Inventories | $ 1,930,598 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,570,160 | $ 458,582 |
Finished goods | 6,577,355 | 3,962,050 |
Total Inventory | $ 8,147,515 | $ 4,420,632 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Property and equipment, net | $ 1,943,016 | $ 1,943,016 | $ 7,286,201 | |
Depreciation expense | 7,655 | $ 275,460 | ||
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 | $ 145,496 | $ 145,496 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Less accumulated depreciation | $ (587,570) | $ (256,337) |
Property and Equipment, Net | 1,943,016 | 7,286,201 |
Land and Building [Member] | ||
Property and Equipment, Gross | 518,293 | 6,070,000 |
Trucks and Coolers [Member] | ||
Property and Equipment, Gross | 1,035,568 | 963,474 |
Other Property and Equipment [Member] | ||
Property and Equipment, Gross | $ 976,725 | $ 509,064 |
Notes Payable and Convertible38
Notes Payable and Convertible Note Payable (Details Narrative) - USD ($) | Aug. 02, 2016 | Mar. 19, 2016 | Sep. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Proceeds from issuance of convertible promissory note | $ 8,500,000 | |||||
Note payable | 1,570,952 | $ 14,936,854 | ||||
Debt instrument periodic payment | $ 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 | |||||
Reduction of revolving credit facility | $ 2,900,000 | |||||
Revolving notes payable | $ 5,900,000 | |||||
Revolving line of credit facility maturity date | Jun. 30, 2018 | |||||
Issuance of warrants to purchase of stock | 100,000 | |||||
Warrants exercise price per share | $ 0.40 | |||||
Series B Preferred Stock [Member] | ||||||
Note converted into shares | 53,073 | |||||
Series B Note Payable [Member] | Maverick Brands, LLC [Member] | ||||||
Liability assumption | $ 1,570,952 | |||||
Securities Purchase Agreement [Member] | Series B Preferred Stock [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 | |||||
Unaffiliated Third Party [Member] | Securities Purchase Agreement [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 | $ 18,154 | |||||
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% | |||||
One Note Payable [Member] | ||||||
Note payable | $ 4,800,000 | |||||
Percentage of seller's note bears interest, payable monthly | 4.02% | |||||
Xing Group [Member] | ||||||
Proceeds from issuance of convertible promissory note | $ 10,700,000 |
Notes Payable and Convertible39
Notes Payable and Convertible Note Payable - Schedule of Notes Payable (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Note payable, net of unamortized discount of $- and $98,575 | $ 1,570,952 | $ 14,936,854 |
Less: current portion | (4,562,179) | |
Long-term portion, net of unamortized discounts | 1,570,952 | 10,374,675 |
Revolving Note Payable Due Bank [Member] | ||
Note payable, net of unamortized discount of $- and $98,575 | 5,650,000 | |
Note Payable Due To Bank [Member] | ||
Note payable, net of unamortized discount of $- and $98,575 | 4,754,636 | |
Series B Note Payable [Member] | ||
Note payable, net of unamortized discount of $- and $98,575 | 1,570,952 | |
Sellers Note Payable [Member] | ||
Note payable, net of unamortized discount of $- and $98,575 | 4,500,000 | |
Note Payable [Member] | ||
Note payable, net of unamortized discount of $- and $98,575 | $ 32,218 |
Notes Payable and Convertible40
Notes Payable and Convertible Note Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Debt instrument unamortized discount | $ 98,575 |
Related Party Debt (Details Nar
Related Party Debt (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2017 | |
Proceeds from member of management | ||
Debt instrument face amount | 2,000,000 | |
Debt discount | $ 42,742 | |
Series B Preferred Stock [Member] | ||
Proceeds from preferred stock | 53,073 | |
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 | Jun. 30, 2020 |
Related Party Debt - Schedule o
Related Party Debt - Schedule of Related Party Transactions (Details) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Related Party Transactions [Abstract] | ||
Related party debt, net of unamortized discount of $- and $30,039 | $ 29,961 | |
Less: current portion | ||
Long-term portion, net of unamortized discount | $ 29,961 |
Related Party Debt - Schedule43
Related Party Debt - Schedule of Related Party Transactions (Details) (Parenthetical) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Debt instrument unamortized discount | $ 98,575 | |
Related Party [Member] | ||
Debt instrument unamortized discount | $ 30,039 |
Commitments and Contingencies44
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 10, 2017 | Jun. 30, 2016 | Sep. 30, 2015 | Apr. 30, 2015 | Jun. 30, 2017 | Jun. 30, 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 | 399,208 | $ 12,408 | ||||
Successor [Member] | Operating Lease [Member] | ||||||
Rent expenses | 48,365 | $ 7,589 | ||||
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 | |||||
Búcha Live Kombucha Tea [Member] | ||||||
Lease expiration date | Feb. 29, 2016 | |||||
Unaffiliated Third Party [Member] | Purchase and Sale Agreement [Member] | ||||||
Lease description | commitment to sell the property located at 1700 E 68th Avenue, Denver, CO 80229 for a purchase price of $8,900,000. | |||||
Purchase price of property | $ 8,900,000 | |||||
Lease terms | lease the property for an initial term of ten years, with an option to extend for two successive five year periods. | |||||
Gain loss on sale of property | $ 3,272,653 | |||||
Lease cost | $ 52,000 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Details) | Jun. 30, 2017USD ($) |
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 ($) | Feb. 17, 2017 | Aug. 03, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | May 18, 2017 | Dec. 31, 2016 |
Preferred stock shares authorized | 1,000,000 | |||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||
Increase to common stock value | $ 2,278 | |||||
Shares issued price per share | $ 4.58 | |||||
Long Term Incentive Plan [Member] | Maximum [Member] | ||||||
Number of shares granted | 1,600,000 | |||||
Series A Preferred Stock [Member] | ||||||
Preferred stock shares authorized | 250,000 | 250,000 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||
Preferred stock shares designated | 250,000 | |||||
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 | 0 | 250,000 | ||||
Preferred stock shares outstanding | 0 | 250,000 | ||||
Increase to additional paid in capital | 250 | |||||
Series B Preferred Stock [Member] | ||||||
Preferred stock shares authorized | 300,000 | 300,000 | ||||
Preferred stock par value | $ 0.001 | $ 0.001 | ||||
Preferred stock shares issued | 0 | 284,807 | ||||
Preferred stock shares outstanding | 0 | 284,807 | ||||
Increase to additional paid in capital | $ 1,993 | |||||
Series B Preferred Stock [Member] | Board of Directors [Member] | ||||||
Preferred stock par value | $ 0.001 | |||||
Preferred stock shares designated | 300,000 | |||||
Common Stock [Member] | ||||||
Number of common stock issued for public offering, shares | 4,285,714 | |||||
Shares issued price per share | $ 3.50 | $ 0.41 | ||||
Number of common stock shares acquisition during the period | 642,857 | 5,600,672 | ||||
Gross proceeds from discounts and commissions | $ 17,250,000 | |||||
Common stock issued for services, shares | 50,000 | |||||
Number of common stock warrant exercised | 42,000 | |||||
Common Stock [Member] | Successor [Member] | ||||||
Legal and professional fees | $ 20,500 |
Common Stock Warrants (Details
Common Stock Warrants (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Jun. 30, 2017 | Dec. 31, 2016 | |
Issuance of warrants to purchase of stock | 100,000 | ||
Warrants exercise price per share | $ 0.40 | ||
Warrants expiration date description | The warrant expires in March 2019. | ||
Common stock shares exercised | 42,000 | ||
Sale of stock price per share | $ 0.50 | ||
Warrant [Member] | |||
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 | ||
Warrants term | 3 years | ||
Convertible promissory note | $ 200,000 |
Common Stock Warrants - Schedul
Common Stock Warrants - Schedule of Common Stock Warrant Activity (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Number of Warrants outstanding, Beginning Balance | shares | 100,000 |
Number of Warrants outstanding Granted | shares | |
Number of Warrants outstanding Exercised | shares | |
Number of Warrants outstanding Forfeited | shares | |
Number of Warrants outstanding, Ending Balance | shares | 100,000 |
Number of Warrants exercisable, Ending Balance | shares | 100,000 |
Weighted Average Exercise Price Warrants outstanding, Beginning Balance | $ / shares | $ 0.40 |
Weighted Average Exercise Price Warrants outstanding, Granted | $ / shares | |
Weighted Average Exercise Price Warrants outstanding, Exercised | $ / shares | |
Weighted Average Exercise Price Warrants outstanding, Forfeited | $ / shares | |
Weighted Average Exercise Price Warrants outstanding, Ending Balance | $ / shares | 0.40 |
Weighted Average Exercise Price Warrants exercisable, Ending Balance | $ / shares | $ 0.40 |
Net (Loss) Income Per Share - S
Net (Loss) Income Per Share - Schedule of Net (Loss) Income Per Share (Details) - Successor [Member] - shares | 3 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Weighted average shares outstanding - Basic | 30,540,843 | 15,846,027 |
Warrant to acquire common stock | 100,000 | |
Weighted average shares outstanding - Diluted | 30,640,843 | 15,846,027 |