NewAge (NBEV) 10-Q 11 May 20 2020 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	May 07, 2020
Document And Entity Information
Entity Registrant Name	New Age Beverages Corp
Entity Central Index Key	0001579823
Document Type	10-Q
Document Period End Date	Mar. 31, 2020
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		92,592,395
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2020

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 27,537	$ 60,842
Accounts receivable, net of allowance of $717 and $535, respectively	11,535	11,012
Inventories	33,657	36,718
Prepaid expenses and other	6,036	4,384
Total current assets	78,765	112,956
Long-term assets:
Identifiable intangible assets, net	42,546	43,443
Right-of-use lease assets	38,261	38,458
Property and equipment, net	28,716	28,443
Restricted cash, net of current portion	17,230	3,729
Goodwill	10,284	10,284
Deferred income taxes	9,066	9,128
Deposits and other	4,360	4,689
Total assets	229,228	251,130
Current liabilities:
Accounts payable	12,645	13,259
Accrued liabilities	41,960	49,451
Current portion of business combination liabilities	5,648	5,508
Current maturities of long-term debt	1,504	11,208
Total current liabilities	61,757	79,426
Long-term liabilities:
Long-term debt, net of current maturities	12,241	12,802
Operating lease liabilities, net of current portion: Lease liability	35,135	35,513
Operating lease liabilities, net of current portion: Deferred lease financing obligation	16,378	16,541
Deferred income taxes	5,317	5,441
Other	9,606	9,132
Total liabilities	140,434	158,855
Contingencies (Note 10)
Stockholders' equity:
Common Stock; $0.001 par value. Authorized 200,000 shares; issued and outstanding 87,245 and 81,873 shares as of March 31, 2020 and December 31, 2019, respectively	87	82
Additional paid-in capital	213,385	203,862
Accumulated other comprehensive income (loss)	(589)	802
Accumulated deficit	(124,089)	(112,471)
Total stockholders' equity	88,794	92,275
Total liabilities and stockholders' equity	$ 229,228	$ 251,130

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 717	$ 535
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	87,245,000	81,873,000
Common Stock, shares outstanding	87,245,000	81,873,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Income Statement [Abstract]
Net revenue	$ 63,693	$ 58,307
Cost of goods sold	22,169	19,731
Gross profit	41,524	38,576
Operating expenses:
Commissions	19,515	18,038
Selling, general and administrative	30,608	26,842
Depreciation and amortization expense	1,781	2,236
Total operating expenses	51,904	47,116
Operating loss	(10,380)	(8,540)
Non-operating income (expense):
Gain (loss) from sale of property and equipment	(80)	6,442
Interest expense	(572)	(1,646)
Gain (loss) from change in fair value of derivatives	(326)	470
Interest and other income (expense), net	463	(42)
Loss before income taxes	(10,895)	(3,316)
Income tax benefit (expense)	(723)	1,700
Net loss	(11,618)	(1,616)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	(1,391)	427
Comprehensive loss	$ (13,009)	$ (1,189)
Net loss per share (basic and diluted)	$ (0.14)	$ (0.02)
Weighted average number of shares of Common Stock outstanding (basic and diluted)	85,371	75,226

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]	Total
Balance at Dec. 31, 2018	$ 75	$ 176,471	$ 626	$ (22,636)	$ 154,536
Balance, shares at Dec. 31, 2018	75,067,000
Issuance of common stock for exercise of stock options		418			418
Issuance of common stock for exercise of stock options, shares	200,000
Issuance of common stock for grant of restricted stock awards		576			576
Issuance of common stock for grant of restricted stock awards, shares	126,000
Stock-based compensation expense		2,127			2,127
Net change in other comprehensive income			427		427
Net loss				(1,616)	(1,616)
Balance at Mar. 31, 2019	$ 75	179,592	1,053	(24,552)	156,468
Balance, shares at Mar. 31, 2019	75,393,000
Balance at Dec. 31, 2019	$ 82	203,862	802	(112,471)	92,275
Balance, shares at Dec. 31, 2019	81,873,000
Issuance of common stock for ATM public offering, net of offering costs	$ 5	8,281			8,286
Issuance of common stock for ATM public offering, net of offering costs, shares	4,939,000
Issuance of common stock for exercise of stock options		4			$ 4
Issuance of common stock for exercise of stock options, shares	2,000				2
Issuance of common stock for vesting of restricted stock awards
Issuance of common stock for vesting of restricted stock awards, shares	431,000
Stock-based compensation expense		1,238			1,238
Net change in other comprehensive income			(1,391)		(1,391)
Net loss				(11,618)	(11,618)
Balance at Mar. 31, 2020	$ 87	$ 213,385	$ (589)	$ (124,089)	$ 88,794
Balance, shares at Mar. 31, 2020	87,245,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (11,618)	$ (1,616)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,879	2,236
Non-cash lease expense	1,282	1,389
Stock-based compensation expense	1,357	3,287
Loss (gain) from change in fair value of derivatives	326	(470)
Accretion and amortization of debt discount and issuance costs	140	1,113
Loss (gain) from sale of property and equipment	80	(6,442)
Change in fair value of earnout obligations	63
Deferred income tax benefit	(39)	(13,916)
Expense for make-whole premium		480
Changes in operating assets and liabilities:
Accounts receivable	(523)	387
Inventories	3,068	(2,470)
Prepaid expenses, deposits and other	85	122
Accounts payable	(675)	2,231
Other accrued liabilities	(8,946)	7,468
Net cash used in operating activities	(13,521)	(6,201)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment	174
Capital expenditures for property and equipment	(1,591)	(283)
Net proceeds from sale of land and building in Japan:
Related to sale of property		35,873
Repair obligation		1,675
Security deposit under sale leaseback arrangement		(1,800)
Net cash provided by (used in) investing activities	(1,417)	35,465
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings	(10,075)	(16,196)
Proceeds from borrowings		36,550
Proceeds from issuance of common stock	8,288
Proceeds from deferred lease financing obligation		17,640
Payments under deferred lease financing obligation	(158)
Proceeds from exercise of stock options	4	418
Debt issuance costs paid	(57)	(250)
Payments for deferred offering costs	(2)
Cash paid for make-whole premium		(480)
Net cash provided by (used in) financing activities	(2,000)	37,682
Effect of foreign currency translation changes	(1,366)	566
Net increase (decrease) in cash, cash equivalents and restricted cash	(18,304)	67,512
Cash, cash equivalents and restricted cash at beginning of period	64,571	45,856
Cash, cash equivalents and restricted cash at end of period	46,267	113,368
SUMMARY OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at end of period	27,537	109,956
Restricted cash at end of period:
Current (included in prepaid expenses and other)	1,500
Long-term	17,230	3,412
Total	46,267	113,368
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	227	55
Cash paid for income taxes	14,052	1,200
Cash paid for amounts included in the measurement of operating lease liabilities	2,394	1,874
Right-of-use assets acquired in exchange for operating lease liabilities	1,889	18,366
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Restricted stock granted for prepaid compensation		576
Increase in payables for: Debt discount and issuance costs	179	654
Increase in payables for: Capital expenditures	$ 35	$ 128

Basis of Presentation and Signf

Basis of Presentation and Signficant Accounting Policies	3 Months Ended
	Mar. 31, 2020
Accounting Policies [Abstract]
Basis of Presentation and Signficant Accounting Policies	NOTE 1 —BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES Overview New Age Beverages Corporation (the “Company”) was formed under the laws of the State of Washington on April 26, 2010. The Company is a healthy beverages and lifestyles company engaged in the development and commercialization of a portfolio of organic, natural and other better-for-you healthy beverages, liquid dietary supplements, cannabidiol (“CBD”) topical products, and other healthy lifestyle products. Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented for each reportable segment for purposes of making operating decisions and assessing financial performance. The Company’s CODM assesses performance and allocates resources based on the financial information of two operating segments, the Noni by NewAge segment and the NewAge segment. These two reportable segments focus on the sale of distinctly different beverage products and are managed separately because they have different marketing strategies, customer bases, and economic characteristics. Please refer to Note 13 for additional information about the Company’s operating segments. Basis of Presentation The unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements for the three months ended March 31, 2020 should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 16, 2020 and as amended on April 28, 2020 (the “2019 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements. The Company’s financial condition as of March 31, 2020 and operating results for the three months ended March 31, 2020 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2020. Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, impairment of goodwill and long-lived assets; valuation assumptions for earnout obligations and assets acquired in business combinations; valuation assumptions for stock options, warrants and equity instruments issued for goods or services; estimated useful lives for identifiable intangible assets and property and equipment; allowances for sales returns, chargebacks and inventory obsolescence; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation will be affected. Recent Accounting Pronouncements Recently Adopted Standards. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments – Credit Losses. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. Standards Required to be Adopted in Future Years. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. No other recently issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.

Liquidity and Going Concern

Liquidity and Going Concern	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	NOTE 2 — LIQUIDITY AND GOING CONCERN As of March 31, 2020, the Company had an accumulated deficit of $124.1 million and the Company incurred a net loss of $11.6 million for the three months ended March 31, 2020. Net cash used in operating activities amounted to $13.5 million for the three months ended March 31, 2020, of which approximately $13.1 million was attributable to income tax payments paid in March 2020 related to the sale leaseback discussed in Note 5. As discussed in Note 6, the Company entered into the third amendment and waiver (the “Third Amendment”) to the EWB Credit Facility in March 2020. The Third Amendment is expected to have a significant impact on the Company’s liquidity and capital resources for the 12-month period ending March 31, 2021. The Third Amendment required the Company to deposit an initial amount of $15.1 million in restricted cash balances with EWB that was funded in March 2020. In addition, for any future amounts borrowed under the EWB Revolver, the Company is required to increase restricted cash deposits by the corresponding amount of the borrowings. As a result, the Company’s available cash and cash equivalents decreased from $60.8 million at December 31, 2019 to $27.5 million at March 31, 2020. As discussed in Note 14, on April 14, 2020, the Company entered into a loan with EWB in an aggregate principal amount of approximately $6.9 million under the Paycheck Protection Program (the “PPP Loan”) pursuant to the recently enacted U.S. Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). This loan is unsecured, and the Company may apply to EWB for forgiveness of the loan in accordance with the terms of the CARES Act. Also, as discussed in Note 14, during April 2020, the Company sold an aggregate of approximately 5.3 million shares of Common Stock under the ATM Agreement for net proceeds of approximately $7.4 million. The Company has begun a new product and marketing strategy to increase demand for the Company’s products. The Company is also actively pursuing strategic alternatives relating to the U.S retail brands and the BWR division, which could significantly improve its overall financial performance and reduce cash flow needs. As discussed in Note 14, the Company also initiated a restructuring plan that is designed to achieve annualized selling, general and administrative cost reductions between $5.0 million and $7.0 million. Management believes the existing cash resources, combined with proceeds of $6.9 million from the PPP Loan under the CARES Act, proceeds received under the ATM Agreement subsequent to March 31, 2020, and significant cost-cutting efforts, will be sufficient to fund the Company’s debt and lease obligations and working capital requirements through May 2021.

Business Combinations

Business Combinations	3 Months Ended
	Mar. 31, 2020
Business Combinations [Abstract]
Business Combinations	NOTE 3 — BUSINESS COMBINATIONS BWR Business Combination The Company completed a business combination with Brands Within Reach, LLC (“BWR”) in July 2019 that was accounted for using the acquisition method of accounting under ASC 805, Business Combinations Fair Value Measurement For the three months ended March 31, 2020, the accompanying condensed consolidated statements of operations include net revenue of $2.1 million and a net loss of $2.3 million for the post-acquisition results of operations of BWR. Unaudited Pro Forma Disclosures The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the three months ended March 31, 2019 giving effect to the BWR business combination as if it had occurred on January 1, 2019 (in thousands, except loss per share amount): Net revenue $ 62,764 Net loss $ (1,685 ) Net loss per share- basic and diluted $ (0.02 ) Weighted average number of shares of common stock outstanding- basic and diluted 75,334 The pro forma financial results shown above reflect the historical operating results of the Company, including the unaudited pro forma results of BWR as if this business combination and the related equity issuances had occurred at the beginning of the first full calendar year preceding the acquisition date. The calculations of pro forma net revenue and pro forma net loss give effect to the pre-acquisition operating results of BWR based on (i) the historical net revenue and net income (loss), and (ii) incremental depreciation and amortization based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives. The pro forma information presented above does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations. Business Combination Liabilities On December 21, 2018, the Company entered into a business combination with Morinda. The purchase consideration included the issuance of 43,804 shares of Series D Preferred Stock (the “Preferred Stock”) providing for the potential payment of up to $15.0 million (the “Milestone Dividend”) if the Adjusted EBITDA of Morinda was at least $20.0 million for the year ended December 31, 2019. If the Adjusted EBITDA of Morinda was less than $20.0 million, the Milestone Dividend was reduced whereby no Milestone Dividend was payable if actual Adjusted EBITDA was $17.0 million or lower. Adjusted EBITDA of Morinda for the year ended December 31, 2019 was less than $17.0 million and, accordingly, no Milestone Dividend was payable to the holders of the Preferred Stock. The Preferred Stock also provided for dividends at a rate of 1.5% per annum of the Milestone Dividend amount. The Company may choose to pay the Milestone Dividend and /or the annual dividend in cash or in kind, provided that if the Company chooses to pay in kind, the shares of Common Stock issued as payment therefore must be registered under the Securities Act of 1933, as amended (the “Securities Act”). The Preferred Stock terminated on April 15, 2020 and the cash dividend of approximately $0.3 million was paid on May 7, 2020. As of March 31, 2020 and December 31, 2019, the following is a summary of purchase consideration payable to the former stockholders of Morinda, and outstanding earnout obligations related to business combinations with Morinda in December 2018 and the Marley Beverage Company (“Marley”) in June 2017 (in thousands): 2020 2019 Payables to former Morinda stockholders: Excess Working Capital (“EWC”) payable in July 2020, net of discount $ 5,360 $ 5,283 Earnout under Series D preferred stock 288 225 Marley earnout obligation - (1) - (1) Total $ 5,648 $ 5,508 (1) The Company was previously obligated to make a one-time earnout payment of $1.25 million over a period of two years beginning at such time that revenue for the Marley reporting unit was equal to or greater than $15.0 million during any trailing twelve calendar month period. As of December 31, 2019, the Company determined that revenue for the Marley reporting unit was not expected to exceed the $15.0 million earnout threshold and, accordingly, there was no fair value related to this liability. The Company terminated its license agreement with Marley as of March 31, 2020 to eliminate this obligation.

Other Financial Information

Other Financial Information	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Other Financial Information	NOTE 4 — OTHER FINANCIAL INFORMATION Inventories Inventories consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): 2020 2019 Raw materials $ 10,035 $ 12,848 Work-in-process 1,665 872 Finished goods, net 21,957 22,998 Total inventories $ 33,657 $ 36,718 Other Accrued Liabilities As of March 31, 2020 and December 31, 2019, other accrued liabilities consisted of the following (in thousands): 2020 2019 Accrued commissions $ 8,754 $ 8,914 Accrued compensation and benefits 5,999 5,868 Accrued marketing events 6,660 4,568 Deferred revenue 3,370 1,358 Income taxes payable 3,090 15,227 Current portion of operating lease liabilities 5,724 5,673 Other accrued liabilities 8,363 7,843 Total accrued liabilities $ 41,960 $ 49,451 Depreciation and Amortization Expense Depreciation expense related to property and equipment amounted to $1.0 million and $0.9 million for the three months ended March 31, 2020 and 2019, respectively. Amortization expense related to identifiable intangible assets was $0.9 million and $1.3 million for the three months ended March 31, 2020 and 2019, respectively.

Leases

Leases	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Leases	NOTE 5 — LEASES Sale Leaseback On March 22, 2019, the Company entered into an agreement with a major Japanese real estate company resulting in the sale for approximately $57.1 million of the land and building in Tokyo that serves as the corporate headquarters of the Company’s Japanese subsidiary. Concurrently with the sale, the Company entered into a lease of this property for a term of 27 years with the option to terminate the lease any time after seven years. The monthly lease cost is ¥20.0 million (approximately $185,000 based on the exchange rate as of March 31, 2020) for the initial seven-year period of the lease term. Presented below is a summary of the selling price and resulting gain on sale calculation (in thousands): Gross selling price $ 57,129 Less commissions and other expenses (1,941 ) Less repair obligations (1,675 ) Net selling price 53,513 Cost of land and building sold (29,431 ) Total gain on sale 24,082 Portion of gain related to above-market rent concession (17,640 ) Recognized gain on sale $ 6,442 The Company determined that $17.6 million of the $24.1 million gain on the sale of this property was the result of above-market rent inherent in the leaseback arrangement. The remainder of the gain of $6.4 million was attributable to the highly competitive process among the entities that bid to purchase the property, and is included in gain from sale of property and equipment in the accompanying condensed consolidated statement of operations for the three months ended March 31, 2019. The $17.6 million portion of the gain related to above-market rent is being accounted for as a deferred lease financing obligation. Accordingly, the operating lease payments are allocated to (i) reduce the operating lease liability, (ii) reduce the principal portion of the deferred lease financing obligation, and (iii) to recognize imputed interest expense at an incremental borrowing rate of 3.5% on the deferred lease financing obligation over the 20-year lease term. The present value of the future lease payments amounted to a gross operating lease liability of $31.9 million. After deducting the $17.6 million deferred lease financing obligations, the Company recognized an initial ROU asset and operating lease liability of approximately $14.3 million. Operating Leases The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between April 2020 and March 2039. The Company has made accounting policy elections (i) to not apply the recognition requirements for short-term leases and (ii) for facility leases, when there are lease and non-lease components, such as common area maintenance charges, to account for the lease and non-lease components as a single lease component. For the three months ended March 31, 2020 and 2019, the Company had operating lease expense of $2.5 million and $2.3 million, respectively. As of March 31, 2020 and December 31, 2019, the weighted average remaining lease term under operating leases was 12.3 and 12.5 years, respectively. As of March 31, 2020 and December 31, 2019, the weighted average discount rate for ROU operating lease liabilities was 5.5% and 5.6%, respectively. Future Lease Payments As of March 31, 2020, future payments under operating lease agreements are as follows (in thousands): Year Ending December 31, Remainder of 2020 $ 6,436 2021 7,266 2022 5,877 2023 5,389 2024 5,222 Thereafter 28,729 Total operating lease payments 58,919 Less imputed interest (18,060 ) (1) Present value of operating lease payments $ 40,859 (1) Calculated based on the term of the respective leases using discount rates ranging from 2.0% to 10.0%.

Debt

Debt	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Debt	NOTE 6 — DEBT Summary of Debt As of March 31, 2020 and December 31, 2019, debt consisted of the following (in thousands): 2020 2019 EWB Credit Facility: Term loan, net of discount of $637 and $448 as of March 31, 2020 and December 31, 2019, respectively $ 13,738 $ 14,302 Revolver - 9,700 Installment notes payable 7 8 Total 13,745 24,010 Less current maturities (1,504 ) (11,208 ) Long-term debt, less current maturities $ 12,241 $ 12,802 Future Debt Maturities As of March 31, 2020, the scheduled future maturities of long-term debt, exclusive of discount accretion, are as follows: Year Ending December 31, Remainder of 2020 $ 1,129 2021 1,503 2022 1,500 2023 10,250 Total $ 14,382 EWB Credit Facility On March 29, 2019, the Company entered into a Loan and Security Agreement (the “EWB Credit Facility”) with East West Bank (“EWB”). The EWB Credit Facility matures on March 29, 2023 and provides for (i) a term loan in the aggregate principal amount of $15.0 million, which may be increased to $25.0 million subject to the satisfaction of certain conditions (the “EWB Term Loan”) and (ii) a $10.0 million revolving loan facility (the “EWB Revolver”). The obligations of the Company under the EWB Credit Facility are secured by substantially all assets of the Company and guaranteed by certain subsidiaries of the Company Borrowings outstanding under the EWB Credit Facility initially provided for interest at the prime rate plus 0.50%. As of December 31, 2019, the prime rate was 4.75% and the contractual rate applicable to outstanding borrowings under the EWB Credit Facility was 5.25%. Pursuant to the Third Amendment discussed below, the interest rate applicable to outstanding borrowings under the EWB Credit Facility increased from 0.5% to 2.0% in excess of the prime rate beginning on March 13, 2020. As of March 31, 2020, the prime rate was 3.25% and the contractual rate applicable to outstanding borrowings under the EWB Credit Facility was 5.25%. Payments under the EWB Term Loan were interest-only through September 30, 2019, followed by monthly principal payments of $125,000 plus interest through the stated maturity date of the EWB Term Loan. The EWB Credit Facility requires compliance with certain financial and restrictive covenants and includes customary events of default. Key financial covenants include maintenance of minimum Adjusted EBITDA and a maximum Total Leverage Ratio (all as defined and set forth in the EWB Credit Facility). As of December 31, 2019, the Company was not in compliance with the financial covenants related to the EWB Credit Facility. On March 13, 2020, the Company entered into the Third Amendment to the EWB Credit Facility (the “Third Amendment”) that included a waiver of non-compliance with all financial covenants. As of March 31, 2020, the Company was in compliance with all of the terms under the EWB Credit Facility, as amended. In addition to the change in interest rate discussed above, the Third Amendment modified the Credit Facility as follows: ● The Company was required to make an initial deposit of $15.1 million in restricted cash accounts designated by EWB. The future requirement to maintain restricted cash will be reduced by the amount of future principal payments under the EWB Term Loan. As of March 31, 2020, the Company had made deposits in the restricted cash accounts for the entire $15.1 million. ● For any future amounts borrowed under the EWB Revolver, the Company is required to increase restricted cash deposits by the corresponding amount of the borrowings. ● Less stringent requirements are applicable for future compliance with the minimum adjusted EBITDA covenant, the maximum total leverage ratio, and the fixed charge coverage ratio. Additionally, compliance with the maximum total leverage ratio and the fixed charge coverage ratio have been delayed until June 30, 2021. ● The existing provision related to “equity cures” that may be employed to maintain compliance with financial covenants was increased from $5.0 million to $15.0 million for the year ending December 31, 2020, and to $10.0 million per year for each calendar year thereafter. ● The Company is required to obtain equity infusions for at least $15.0 million for the first six months of 2020, of which gross proceeds of $8.5 million were received for the three months ended March 31, 2020 as discussed in Note 7, and gross proceeds of $7.6 million were received after March 31, 2020 as discussed in Note 14. Additional equity infusions that result in gross proceeds of $13.9 million must be received by December 31, 2020. The Company evaluated the terms of the Third Amendment and determined it should be accounted for as a modification, whereby additional debt discount and issuance costs of approximately $0.2 million were incurred.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2020
Equity [Abstract]
Stockholders' Equity	NOTE 7 — STOCKHOLDERS’ EQUITY On April 30, 2019, the Company entered into an At the Market Offering Agreement (“ATM Agreement”) with Roth Capital Partners, LLC (the “Agent”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $100 million in shares of the Company’s Common Stock (the “Placement Shares”) through the Agent. The Agent is acting as sales agent and is required to use commercially reasonable efforts to sell on the Company’s behalf all of the Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company has no obligation to sell any of the Placement Shares under the ATM Agreement. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital. Under the terms of the ATM Agreement, the Company agreed to pay the Agent a commission equal to 3.0% of the gross proceeds from the gross sales price of the Placement Shares up to $30 million, and 2.5% of the gross proceeds from the gross sales price of the Placement Shares in excess of $30 million. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering. Through March 31, 2020, an aggregate of approximately 10.9 million shares of Common Stock were sold for gross proceeds of approximately $29.3 million. For the three months ended March 31, 2020, an aggregate of 4.9 million shares were sold for gross proceeds of $8.5 million. Total commissions and fees were deducted for $0.2 million for the three months ended March 31, 2020. As discussed in Note 14, on May 8, 2020, the ATM Agreement was amended and restated to eliminate the termination date of April 30, 2020. As amended and restated, the ATM Agreement will terminate when all of the Placement Shares have been sold, or earlier by the Company upon five business days’ notice to the Agent, at any time by the Agent, or by the mutual agreement of the parties.

Stock Options and Warrants

Stock Options and Warrants	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Stock Options and Warrants	NOTE 8 — STOCK OPTIONS AND WARRANTS Stock Option Activity The following table sets forth stock option activity under the Company’s stock option plans for the three months ended March 31, 2020 (shares in thousands): Shares Price (1) Term (2) Outstanding, beginning of period 3,551 $ 2.65 8.7 Grants to: Employees 417 1.79 Non-employees 10 1.77 Forfeited (93 ) 3.79 Exercised (2 ) 1.79 Outstanding, end of period 3,883 (3) 2.53 8.6 Vested, end of period 1,415 (3) 2.45 7.3 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of March 31, 2020, the closing price of the Company’s Common Stock was $1.39 per share resulting in no intrinsic value associated with any outstanding stock options. For the three months ended March 31, 2020, the valuation assumptions for stock options granted to employees and non-employees under the Company’s equity incentive plans were estimated on the date of grant using the BSM option-pricing model with the following weighted-average assumptions: Grant date closing price of Common Stock $ 1.79 Expected life (in years) 5.8 Volatility 104 % Dividend yield 0 % Risk-free interest rate 1.2 % Based on the assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the three months ended March 31, 2020 and 2019 was $1.43 and $4.24, respectively. The BSM model requires various subjective assumptions that represent management’s best estimates of the fair value of the Company’s Common Stock, volatility, risk-free interest rates, expected term, and dividend yield. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Because the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. The Company has never declared or paid cash dividends and does not plan to pay cash dividends in the foreseeable future; therefore, the Company used an expected dividend yield of zero. The risk-free interest rate is based on U.S. Treasury rates in effect for maturities based on the expected term of the grant. The expected volatility is based on the historical volatility of the Company’s Common Stock for the period beginning in August 2016 when its shares were first publicly traded through the grant date of the respective stock options. Restricted Stock Activity The following table sets forth activity related to grants of restricted stock under the Company’s stock option plans for the three months ended March 31, 2020 (in thousands): Equity-Classified Awards Liability-Classified Awards (1) Number of Unvested Number of Unvested Shares Compensation Shares Compensation Outstanding, December 31, 2019 2,123 $ 4,605 37 $ 67 Shares issued to Board members 339 (2) 600 (2) - - Unvested awards granted to employees with service vesting criteria 206 (3) 365 (3) - - Forfeitures (2 ) (9 ) - - Fair value adjustments and other - (75 ) (1 ) (17 ) (1) Vested shares and expense (203 ) (4) (726 ) (4) - (4) (6 ) (4) Outstanding, March 31, 2020 2,463 $ 4,760 36 $ 44 Intrinsic value, March 31, 2020 $ 3,424 (5) $ 51 (5) (1) Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company’s condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company’s Common Stock at the end of each reporting period until these awards vest. As of March 31, 2020 and December 31, 2019, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on those dates. (2) Represents grants to members of the Board of Directors whereby the shares of Common Stock will be issued upon vesting, which occurs one year after the grant date. The fair value of the shares was recorded based on the closing price for the Company’s Common Stock of $1.77 per share on the grant date. (3) Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company’s Common Stock on the respective grant dates. (4) The “Number of Shares” column reflects shares that vested due to achievement of service conditions during the three months ended March 31, 2020. The “Unvested Compensation” column reflects the stock-based compensation expense recognized for both vested and unvested awards during the period. (5) The intrinsic value is based on the closing price of the Company’s Common Stock of $1.39 per share on March 31, 2020. Stock-Based Compensation Expense Substantially all stock-based compensation expense is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. The table below summarizes stock-based compensation expense related to stock options and restricted stock awards for the three months ended March 31, 2020 and 2019, and the unrecognized compensation expense as of March 31, 2020 and 2019 (in thousands): Expense Recognized For Unrecognized Expense Three Months Ended March 31, as of March 31: 2020 2019 2020 2019 Plan-based stock options awards $ 625 $ 1,315 $ 4,515 $ 4,309 Plan-based restricted stock awards: Equity-classified 726 1,353 4,760 3,213 Liability-classified 6 565 44 1,920 Non-plan equity-classified restricted stock awards - 54 - 10 Total $ 1,357 $ 3,287 $ 9,319 $ 9,452 As of March 31, 2020, unrecognized stock-based compensation expense is expected to be recognized on a straight-line basis over a weighted-average period of approximately 2.2 years for stock options, 2.0 years for equity-classified restricted stock awards, and 1.8 years for liability-classified restricted stock awards. Warrants As of March 31, 2020 and 2019, the Company had warrants outstanding for 0.3 million and 0.1 million shares of Common Stock, respectively. For the three months ended March 31, 2020 and 2019, no warrants were granted, exercised or expired.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 9 — INCOME TAXES The Company’s provision for income taxes for the three months ended March 31, 2020 and 2019 resulted in income tax expense of $0.7 million and an income tax benefit of $1.7 million, respectively. The effective tax rate as a percentage of pre-tax losses for the three months ended March 31, 2020 and 2019 was negative 7% and 51%, respectively, compared to the U.S. federal statutory rate of 21%. The negative effective tax rate for the three months ended March 31, 2020 was primarily due to foreign income tax expense on profitable foreign operations and the impact of the domestic valuation allowance offsetting domestic income tax benefits. The difference between the effective tax rate for the first quarter of 2019 and the U.S. federal statutory rate was primarily attributable to losses of foreign subsidiaries. Interim income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete tax items in the period in which they occur. Although the Company believes its tax estimates are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which it has reflected in its historical income tax provisions and accruals. Such differences could have a material impact on the Company’s income tax provision and operating results in the period in which the Company makes such determination. The total outstanding balance for liabilities related to unrecognized tax benefits was $1.5 million as of March 31, 2020 and December 31, 2019. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within the next twelve months.

Contingencies

Contingencies	3 Months Ended
	Mar. 31, 2020
Commitments and Contingencies Disclosure [Abstract]
Contingencies	NOTE 10 —CONTINGENCIES Litigation, Claims and Assessments The Company’s operations are subject to numerous governmental rules and regulations in each of the countries it does business. These rules and regulations include a complex array of tax and customs regulations as well as restrictions on product ingredients and claims, the commissions paid to the Company’s independent product consultants (“IPCs”), labeling and packaging of products, conducting business as a direct-selling business, and other facets of manufacturing and selling products. In some instances, the rules and regulations may not be fully defined under the law or are otherwise unclear in their application. Additionally, laws and regulations can change from time to time, as can their interpretation by the courts, administrative bodies, and the tax and customs authorities in each country. The Company actively seeks to be in compliance, in all material respects, with the laws of each of the countries in which it does business and expects its IPCs to do the same. The Company’s operations are often subject to review by local country tax and customs authorities and inquiries from other governmental agencies. No assurance can be given that the Company’s compliance with governmental rules and regulations will not be challenged by the authorities or that such challenges will not result in assessments or required changes in the Company’s business that could have a material impact on its business, consolidated financial statements and cash flow. The Company has various non-income tax contingencies in several countries. Such exposure could be material depending upon the ultimate resolution of each situation. As of March 31, 2020 and December 31, 2019, the Company has recorded a current liability under ASC 450, Contingencies From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. COVID-19 Pandemic In December 2019, a novel strain of coronavirus known as COVID-19 was reported to have surfaced in China, and by March 2020 the spread of the virus had resulted in a world-wide pandemic. The U.S. economy has been largely shut down by mass quarantines and government mandated stay-in-place orders (the “Orders”) to halt the spread of the virus. These Orders have required some of the Company’s employees to work from home when possible, and other employees have been entirely prevented from performing their job duties until the Orders are relaxed or lifted. These Orders have adversely impacted restaurants, hotels, stadiums and airports in the United States, whereby that line of the Company’s distribution business has been negatively impacted since March 2020. The world-wide response to the pandemic has resulted in a significant downturn in economic activity and there is no assurance that government stimulus programs will successfully restore the economy to the levels that existed before the pandemic. If an economic recession or depression is sustained, it could have a material adverse effect on the Company’s business as consumer demand for its products could decrease. In foreign jurisdictions, which accounted for approximately 70% of the Company’s net revenue for the three months ended March 31, 2020, the impact of the pandemic did not have a significant impact on net revenue through March 31, 2020. While the Company’s direct-to-consumer selling model typically relies heavily on the use of its IPC sales force in close contact with customers, the pandemic has required alternative selling approaches such as through social media. As long as Orders are in place around the world, no assurance can be provided that the Company will be able to avoid future reductions in net revenue using alternative selling approaches that avoid direct contact with customers. In certain jurisdictions, the Orders are beginning to be relaxed but considerable uncertainty remains about the ultimate impact on the Company’s business. Even if the Orders are lifted, there is no assurance that they will not be reinstated if the spread of COVID-19 resumes. While the current disruption to the Company’s business is expected to be temporary, the long-term financial impact on the Company’s business cannot be reasonably estimated at this time.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Net Loss Per Share	NOTE 11 —NET LOSS PER SHARE Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The calculation of diluted net loss per share includes dilutive stock options, unvested restricted stock awards, and other Common Stock equivalents computed using the treasury stock method, in order to compute the weighted average number of shares outstanding. For the three months ended March 31, 2020 and 2019, basic and diluted net loss per share were the same since all Common Stock equivalents were anti-dilutive. As of March 31, 2020 and 2019, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands): 2020 2019 Equity incentive plan awards: Stock options 3,883 2,759 Unissued and unvested restricted stock awards 2,499 1,227 Common stock purchase warrants 311 103 Total 6,693 4,089

Financial Instruments and Signi

Financial Instruments and Significant Concentrations	3 Months Ended
	Mar. 31, 2020
Investments, All Other Investments [Abstract]
Financial Instruments and Significant Concentrations	NOTE 12 — FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair measurement: Level 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date As of March 31, 2020 and December 31, 2019, the fair value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximated their carrying values due to the short-term nature of these instruments. Cash equivalents consist of short-term certificates of deposit that are classified as Level 2. The recorded amounts for the debt obligations in Notes 3 and 7 also approximated fair value due to the short-term maturities, variable nature of the interest rates and/or since the instruments had been recently negotiated. Recurring Fair Value Measurements Recurring measurements of the fair value of assets and liabilities as of March 31, 2020 and December 31, 2019 were as follows: As of March 31, 2020 As of December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Earnout under Series D preferred stock $ - $ - $ 288 $ 288 $ - $ - $ 225 $ 225 Interest rate swap liability - 425 - 425 - 99 - 99 Total $ - $ 425 $ 288 $ 713 $ - $ 99 $ 225 $ 324 Valuation assumptions for the earnout under the Series D preferred stock are set forth in Note 3. The interest rate swap agreement provides for a total notional amount of $10.0 million at a fixed interest rate of approximately 5.4% through May 1, 2023, in exchange for a floating rate indexed to the prime rate plus 0.50%, and is classified within Level 2 of the fair value hierarchy. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the three months ended March 31, 2020 and 2019, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. Significant Concentrations A significant portion of the Noni by NewAge business is conducted in foreign markets, exposing the Company to the risks of trade or foreign exchange restrictions, increased tariffs, foreign currency fluctuations and similar risks associated with foreign operations. For the three months ended March 31, 2020 and 2019, approximately 70% and 72%, respectively, of the Company’s consolidated net revenue was generated outside the United States, primarily in the Asia Pacific market. Most of the Noni by NewAge’s products have a component of the Noni plant, Morinda Citrifolia (“Noni”) as a common element. Tahitian Noni ® Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents, restricted cash, and accounts receivable. The Company maintains its cash, cash equivalents and restricted cash at high-quality financial institutions. Cash deposits, including those held in foreign branches of global banks, may exceed the amount of insurance provided on such deposits. As of March 31, 2020, the Company had cash and cash equivalents with two financial institutions in the United States with balances of $13.4 million and $1.4 million, and two financial institutions in China with balances of $8.3 million and $8.0 million. As of December 31, 2019, the Company had cash and cash equivalents with two financial institutions in the United States with balances of $22.2 million and $1.4 million, and two financial institutions in China with balances of $6.6 million and $3.6 million. The Company has never experienced any losses related to its investments in cash, cash equivalents and restricted cash. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts.

Segments and Geographic Concent

Segments and Geographic Concentrations	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Segments and Geographic Concentrations	NOTE 13 — SEGMENTS AND GEOGRAPHIC CONCENTRATIONS Reportable Segments The Company follows segment reporting in accordance with ASC Topic 280, Segment Reporting The Noni by NewAge segment is engaged in the development, manufacturing, and marketing of Tahitian Noni® Juice, MAX and other noni beverages as well as other nutritional, cosmetic and personal care products. The Noni by NewAge segment has manufacturing operations in Tahiti, Germany, Japan, the United States, and China. The Noni by NewAge segment’s products are sold and distributed in more than 60 countries using IPC’s through its direct to consumer selling network and ecommerce business model. Approximately 80% of the net revenue of the Noni by NewAge segment is generated in the key Asia Pacific markets of Japan, China, Korea, Taiwan, and Indonesia. The NewAge segment markets and sells a portfolio of healthy beverage brands including XingTea, Búcha® Live Kombucha, Coco-Libre, Evian, Nestea, Illy Coffee and Volvic. These products are distributed through the Company’s Direct Store Distribution (“DSD”) network and a hybrid of other routes to market throughout the United States and in a few countries around the world. The NewAge brands are sold in all channels of distribution including hypermarkets, supermarkets, pharmacies, convenience, gas and other outlets. The NewAge segment distributes beverages to retail customers in Colorado and surrounding states, and sells beverages to wholesale distributors, key account owned warehouses and international accounts using several distribution channels. Net revenue by reporting segment for the three months ended March 31, 2020 and 2019, was as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 50,110 $ 48,222 NewAge 13,583 10,085 Net revenue $ 63,693 $ 58,307 Gross profit by reporting segment for the three months ended March 31, 2020 and 2019, was as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 39,606 $ 37,705 NewAge 1,918 871 Total gross profit $ 41,524 $ 38,576 Assets by reporting segment as of March 31, 2020 and December 31, 2019, were as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 186,610 $ 201,600 NewAge 42,618 49,530 Total assets $ 229,228 $ 251,130 Depreciation and amortization expense by reporting segment for the three months ended March 31, 2020 and 2019, was as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 1,719 $ 1,695 NewAge 160 541 Total depreciation and amortization $ 1,879 $ 2,236 Cash payments for capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the three months ended March 31, 2020 and 2019, were as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 1,467 $ 116 NewAge 124 295 Total capital expenditures $ 1,591 $ 411 Geographic Concentrations The Company attributes net revenue to geographic regions based on the location of its customers’ contracting entity. The following table presents net revenue by geographic region for the three months ended March 31, 2020 and 2019 (in thousands): 2020 2019 United States of America $ 19,385 $ 16,455 Japan 20,867 20,700 China 14,975 13,155 Other countries 8,466 7,997 Net revenue $ 63,693 $ 58,307 As of March 31, 2020 and December 31, 2019, the net carrying value of property and equipment located outside of the United States amounted to approximately $22.6 million and $22.1 million, respectively.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2020
Subsequent Events [Abstract]
Subsequent Events	NOTE 14 — SUBSEQUENT EVENTS ATM Agreement On May 8, 2020, the ATM Agreement discussed in Note 7 was amended and restated to eliminate the previous termination date of April 30, 2020. As amended and restated, the ATM Agreement will terminate (i) when all of the Placement Shares have been sold, (ii) if we elect to terminate upon five business days’ notice to the Agent, (iii) at any time by the Agent, or (iv) by the mutual agreement of the parties. During April 2020 the Company sold an aggregate of approximately 5.3 million shares of Common Stock under the ATM Agreement for net proceeds of approximately $7.4 million. PPP Loan On April 14, 2020, the Company entered into the PPP Loan with EWB in an aggregate principal amount of approximately $6.9 million pursuant to the CARES Act. The PPP Loan bears interest at a fixed rate of 1.0% per annum, with the first six months of interest deferred, has a term of two years, and is unsecured and guaranteed by the U.S. Small Business Administration. The Company may apply to the lender for forgiveness of the PPP Loan, with the amount which may be forgiven equal to the sum of payroll costs, covered rent and mortgage obligations, and covered utility payments incurred by the Company during the eight-week period beginning on April 10, 2020, calculated in accordance with the terms of the CARES Act. To the extent that all or part of the PPP Loan is not forgiven, the Company will be required to pay interest at 1.0%, and commencing in October 2020 principal and interest payments will be required through the maturity date in April 2022.The terms of the PPP Loan provide for customary events of default including, among other things, payment defaults, breach of representations and warranties, and insolvency events. The PPP Loan may be accelerated upon the occurrence of an event of default. Employment Agreements On May 8, 2020, the Company entered into employment agreements with three executive officers that provide for aggregate annual base compensation of $1.7 million plus potential for annual performance bonuses ranging between 50% and 100% of annual base compensation. The agreements expire on January 1, 2023 and provide for annual renewal periods thereafter. If the employment agreements are terminated by the Company before the expiration date, the Company will be required to make severance payments of between 9 and 18 months of base compensation and health insurance benefits, plus the entire performance bonus that would have been otherwise payable for the year in which termination occurs. If termination occurs in connection with a change of control, the Company is required to make (i) severance payments of between 150% and 200% of annual base compensation plus the performance bonus applicable in the year in which termination occurs, and (ii) payments for up to 18 months of health insurance benefits. Restructuring In April 2020, the Company initiated a restructuring plan that is designed to achieve annualized selling, general and administrative cost reductions between $5.0 million and $7.0 million. This restructuring plan is primarily focused on reductions in marketing personnel and consulting resources. No assurance can be provided that the restructuring plan will be successful in achieving the intended cost reductions.

Basis of Presentation and Sig_2

Basis of Presentation and Signficant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2020
Basis Of Presentation And Signficant Accounting Policies
Segments	Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented for each reportable segment for purposes of making operating decisions and assessing financial performance. The Company’s CODM assesses performance and allocates resources based on the financial information of two operating segments, the Noni by NewAge segment and the NewAge segment. These two reportable segments focus on the sale of distinctly different beverage products and are managed separately because they have different marketing strategies, customer bases, and economic characteristics. Please refer to Note 13 for additional information about the Company’s operating segments.
Basis of Presentation	Basis of Presentation The unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements for the three months ended March 31, 2020 should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2019, included in the Company’s 2019 Annual Report on Form 10-K filed with the SEC on March 16, 2020 and as amended on April 28, 2020 (the “2019 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2019 have been derived from the Company’s audited financial statements. The Company’s financial condition as of March 31, 2020 and operating results for the three months ended March 31, 2020 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2020.
Use of Estimates	Use of Estimates The preparation of financial statements and related disclosures in conformity with U.S. GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, impairment of goodwill and long-lived assets; valuation assumptions for earnout obligations and assets acquired in business combinations; valuation assumptions for stock options, warrants and equity instruments issued for goods or services; estimated useful lives for identifiable intangible assets and property and equipment; allowances for sales returns, chargebacks and inventory obsolescence; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation will be affected.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Adopted Standards. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments – Credit Losses. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. Standards Required to be Adopted in Future Years. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. No other recently issued accounting pronouncements are expected to have a material impact on the Company’s consolidated financial statements.

Business Combinations (Tables)

Business Combinations (Tables)	3 Months Ended
	Mar. 31, 2020
OtherInformationDisclosureTextBlock
Schedule of Unaudited Pro Forma Disclosures	The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the three months ended March 31, 2019 giving effect to the BWR business combination as if it had occurred on January 1, 2019 (in thousands, except loss per share amount): Net revenue $ 62,764 Net loss $ (1,685 ) Net loss per share- basic and diluted $ (0.02 ) Weighted average number of shares of common stock outstanding- basic and diluted 75,334
Summary of Earnout Obligations	As of March 31, 2020 and December 31, 2019, the following is a summary of purchase consideration payable to the former stockholders of Morinda, and outstanding earnout obligations related to business combinations with Morinda in December 2018 and the Marley Beverage Company (“Marley”) in June 2017 (in thousands): 2020 2019 Payables to former Morinda stockholders: Excess Working Capital (“EWC”) payable in July 2020, net of discount $ 5,360 $ 5,283 Earnout under Series D preferred stock 288 225 Marley earnout obligation - (1) - (1) Total $ 5,648 $ 5,508 (1) The Company was previously obligated to make a one-time earnout payment of $1.25 million over a period of two years beginning at such time that revenue for the Marley reporting unit was equal to or greater than $15.0 million during any trailing twelve calendar month period. As of December 31, 2019, the Company determined that revenue for the Marley reporting unit was not expected to exceed the $15.0 million earnout threshold and, accordingly, there was no fair value related to this liability. The Company terminated its license agreement with Marley as of March 31, 2020 to eliminate this obligation.

Other Financial Information (Ta

Other Financial Information (Tables)	3 Months Ended
	Mar. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Inventories	Inventories consisted of the following as of March 31, 2020 and December 31, 2019 (in thousands): 2020 2019 Raw materials $ 10,035 $ 12,848 Work-in-process 1,665 872 Finished goods, net 21,957 22,998 Total inventories $ 33,657 $ 36,718
Schedule of Other Accrued Liabilities	As of March 31, 2020 and December 31, 2019, other accrued liabilities consisted of the following (in thousands): 2020 2019 Accrued commissions $ 8,754 $ 8,914 Accrued compensation and benefits 5,999 5,868 Accrued marketing events 6,660 4,568 Deferred revenue 3,370 1,358 Income taxes payable 3,090 15,227 Current portion of operating lease liabilities 5,724 5,673 Other accrued liabilities 8,363 7,843 Total accrued liabilities $ 41,960 $ 49,451

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2020
Leases [Abstract]
Summary of Selling Price and Resulting Gain On Sale	Presented below is a summary of the selling price and resulting gain on sale calculation (in thousands): Gross selling price $ 57,129 Less commissions and other expenses (1,941 ) Less repair obligations (1,675 ) Net selling price 53,513 Cost of land and building sold (29,431 ) Total gain on sale 24,082 Portion of gain related to above-market rent concession (17,640 ) Recognized gain on sale $ 6,442
Summary of Future Minimum Lease Payments	As of March 31, 2020, future payments under operating lease agreements are as follows (in thousands): Year Ending December 31, Remainder of 2020 $ 6,436 2021 7,266 2022 5,877 2023 5,389 2024 5,222 Thereafter 28,729 Total operating lease payments 58,919 Less imputed interest (18,060 ) (1) Present value of operating lease payments $ 40,859 (1) Calculated based on the term of the respective leases using discount rates ranging from 2.0% to 10.0%.

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2020
Debt Disclosure [Abstract]
Summary of Debt	As of March 31, 2020 and December 31, 2019, debt consisted of the following (in thousands): 2020 2019 EWB Credit Facility: Term loan, net of discount of $637 and $448 as of March 31, 2020 and December 31, 2019, respectively $ 13,738 $ 14,302 Revolver - 9,700 Installment notes payable 7 8 Total 13,745 24,010 Less current maturities (1,504 ) (11,208 ) Long-term debt, less current maturities $ 12,241 $ 12,802
Summary Future Debt Maturities	As of March 31, 2020, the scheduled future maturities of long-term debt, exclusive of discount accretion, are as follows: Year Ending December 31, Remainder of 2020 $ 1,129 2021 1,503 2022 1,500 2023 10,250 Total $ 14,382

Stock Options and Warrants (Tab

Stock Options and Warrants (Tables)	3 Months Ended
	Mar. 31, 2020
Share-based Payment Arrangement [Abstract]
Schedule of Stock Option Activity	The following table sets forth stock option activity under the Company’s stock option plans for the three months ended March 31, 2020 (shares in thousands): Shares Price (1) Term (2) Outstanding, beginning of period 3,551 $ 2.65 8.7 Grants to: Employees 417 1.79 Non-employees 10 1.77 Forfeited (93 ) 3.79 Exercised (2 ) 1.79 Outstanding, end of period 3,883 (3) 2.53 8.6 Vested, end of period 1,415 (3) 2.45 7.3 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of March 31, 2020, the closing price of the Company’s Common Stock was $1.39 per share resulting in no intrinsic value associated with any outstanding stock options.
Summary of Stock Options Weighted-average Assumptions	For the three months ended March 31, 2020, the valuation assumptions for stock options granted to employees and non-employees under the Company’s equity incentive plans were estimated on the date of grant using the BSM option-pricing model with the following weighted-average assumptions: Grant date closing price of Common Stock $ 1.79 Expected life (in years) 5.8 Volatility 104 % Dividend yield 0 % Risk-free interest rate 1.2 %
Schedule of Restricted Stock Award Activity	The following table sets forth activity related to grants of restricted stock under the Company’s stock option plans for the three months ended March 31, 2020 (in thousands): Equity-Classified Awards Liability-Classified Awards (1) Number of Unvested Number of Unvested Shares Compensation Shares Compensation Outstanding, December 31, 2019 2,123 $ 4,605 37 $ 67 Shares issued to Board members 339 (2) 600 (2) - - Unvested awards granted to employees with service vesting criteria 206 (3) 365 (3) - - Forfeitures (2 ) (9 ) - - Fair value adjustments and other - (75 ) (1 ) (17 ) (1) Vested shares and expense (203 ) (4) (726 ) (4) - (4) (6 ) (4) Outstanding, March 31, 2020 2,463 $ 4,760 36 $ 44 Intrinsic value, March 31, 2020 $ 3,424 (5) $ 51 (5) (1) Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company’s condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company’s Common Stock at the end of each reporting period until these awards vest. As of March 31, 2020 and December 31, 2019, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on those dates. (2) Represents grants to members of the Board of Directors whereby the shares of Common Stock will be issued upon vesting, which occurs one year after the grant date. The fair value of the shares was recorded based on the closing price for the Company’s Common Stock of $1.77 per share on the grant date. (3) Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company’s Common Stock on the respective grant dates. (4) The “Number of Shares” column reflects shares that vested due to achievement of service conditions during the three months ended March 31, 2020. The “Unvested Compensation” column reflects the stock-based compensation expense recognized for both vested and unvested awards during the period. (5) The intrinsic value is based on the closing price of the Company’s Common Stock of $1.39 per share on March 31, 2020.
Schedule of Stock-based Compensation Expense	The table below summarizes stock-based compensation expense related to stock options and restricted stock awards for the three months ended March 31, 2020 and 2019, and the unrecognized compensation expense as of March 31, 2020 and 2019 (in thousands): Expense Recognized For Unrecognized Expense Three Months Ended March 31, as of March 31: 2020 2019 2020 2019 Plan-based stock options awards $ 625 $ 1,315 $ 4,515 $ 4,309 Plan-based restricted stock awards: Equity-classified 726 1,353 4,760 3,213 Liability-classified 6 565 44 1,920 Non-plan equity-classified restricted stock awards - 54 - 10 Total $ 1,357 $ 3,287 $ 9,319 $ 9,452

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2020
Earnings Per Share [Abstract]
Schedule of Loss Per Share	As of March 31, 2020 and 2019, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands): 2020 2019 Equity incentive plan awards: Stock options 3,883 2,759 Unissued and unvested restricted stock awards 2,499 1,227 Common stock purchase warrants 311 103 Total 6,693 4,089

Financial Instruments and Sig_2

Financial Instruments and Significant Concentrations (Tables)	3 Months Ended
	Mar. 31, 2020
Investments, All Other Investments [Abstract]
Schedule of Fair Value of Assets and Liabilities	Recurring measurements of the fair value of assets and liabilities as of March 31, 2020 and December 31, 2019 were as follows: As of March 31, 2020 As of December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Earnout under Series D preferred stock $ - $ - $ 288 $ 288 $ - $ - $ 225 $ 225 Interest rate swap liability - 425 - 425 - 99 - 99 Total $ - $ 425 $ 288 $ 713 $ - $ 99 $ 225 $ 324

Segments and Geographic Informa

Segments and Geographic Information (Tables)	3 Months Ended
	Mar. 31, 2020
Segment Reporting [Abstract]
Summary of Segment Reporting	Net revenue by reporting segment for the three months ended March 31, 2020 and 2019, was as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 50,110 $ 48,222 NewAge 13,583 10,085 Net revenue $ 63,693 $ 58,307 Gross profit by reporting segment for the three months ended March 31, 2020 and 2019, was as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 39,606 $ 37,705 NewAge 1,918 871 Total gross profit $ 41,524 $ 38,576 Assets by reporting segment as of March 31, 2020 and December 31, 2019, were as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 186,610 $ 201,600 NewAge 42,618 49,530 Total assets $ 229,228 $ 251,130 Depreciation and amortization expense by reporting segment for the three months ended March 31, 2020 and 2019, was as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 1,719 $ 1,695 NewAge 160 541 Total depreciation and amortization $ 1,879 $ 2,236 Cash payments for capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the three months ended March 31, 2020 and 2019, were as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 1,467 $ 116 NewAge 124 295 Total capital expenditures $ 1,591 $ 411
Schedule of Net Revenue by Geographic Region	The Company attributes net revenue to geographic regions based on the location of its customers’ contracting entity. The following table presents net revenue by geographic region for the three months ended March 31, 2020 and 2019 (in thousands): 2020 2019 United States of America $ 19,385 $ 16,455 Japan 20,867 20,700 China 14,975 13,155 Other countries 8,466 7,997 Net revenue $ 63,693 $ 58,307

Basis of Presentation and Sig_3

Basis of Presentation and Signficant Accounting Policies (Details Narrative)	3 Months Ended
	Mar. 31, 2020ft²
Accounting Policies [Abstract]
Number of segments	2

Liquidity and Going Concern (De

Liquidity and Going Concern (Details Narrative) - USD ($) $ in Thousands	May 08, 2020	Apr. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Apr. 14, 2020	Dec. 31, 2019
Accumulated deficit			$ (124,089)			$ (112,471)
Net loss			(11,618)	$ (1,616)
Net cash used in operating activities			(13,521)	(6,201)
Payment of tax related to leaseback			13,100
Proceeds from issuance of common stock			8,288
Cash and cash equivalents			27,537	109,956		60,842
Working capital			17,000
Net proceed from common stock			8,288
Selling, general and administrative			30,608	$ 26,842
Notes payable			13,745			$ 24,010
Paycheck Protection Program ATM Agreement [Member]
Proceeds from issuance of debt			6,900
Subsequent Event [Member]
Selling, general and administrative		$ 5,000
Subsequent Event [Member] | Paycheck Protection Program [Member]
Notes payable					$ 6,900
Subsequent Event [Member] | Paycheck Protection Program [Member] | EWB RevolverMember
Debt instrument, face amount					$ 6,900
Subsequent Event [Member] | ATM Offering Agreement [Member]
Proceeds from issuance of common stock	$ 7,400
Sale of common stock	5,300,000
Net proceed from common stock	$ 7,400
Subsequent Event [Member] | Restructuring [Member]
Selling, general and administrative		$ 7,000
EWB Credit Facility [Member]
Restricted cash			$ 15,100

Business Combinations - (Detail

Business Combinations - (Details Narrative) - USD ($) $ in Thousands	May 07, 2020	Dec. 02, 2018	Jul. 31, 2019	Dec. 31, 2019
Milestone Dividend [Member]
Dividend description				If the Adjusted EBITDA of Morinda was less than $20.0 million, the Milestone Dividend was reduced whereby no Milestone Dividend was payable if actual Adjusted EBITDA was $17.0 million or lower. Adjusted EBITDA of Morinda for the year ended December 31, 2019 was less than $17.0 million and, accordingly, no Milestone Dividend was payable to the holders of the Preferred Stock.
Annual cash dividend payable period				Apr. 15, 2020
Milestone Dividend [Member] | Subsequent Event [Member]
Dividend amount	$ 300
Minimum [Member] | Milestone Dividend [Member]
Expected EBITDA adjusted dividend amount				$ 20,000
Morinda Merger Agreement [Member] | Series D Preferred Stock [Member]
Number of shares issued		43,804
Morinda Merger Agreement [Member] | Series D Preferred Stock [Member] | Maximum [Member]
Payment of potential amount		$ 15,000
Brands Within Reach, LLC [Member]
Payments to acquire businesses, gross			$ 1,500
Business acquisition, shares issued			107,602
Business acquisition, shares issued value			$ 453
Post-acquisition, net revenue			2,100
Post-acquisition, net loss			$ 2,300

Business Combinations - Schedul

Business Combinations - Schedule of Unaudited Pro Forma Disclosures (Details) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Business Combinations [Abstract]
Net revenue	$ 62,764
Net loss	$ (1,685)
Net loss per share- basic and diluted | $ / shares	$ (0.02)
Weighted average number of shares of common stock outstanding- basic and diluted | shares	75,334

Business Combinations - Summary

Business Combinations - Summary of Earnout Obligations (Details) - USD ($) $ in Thousands		Mar. 31, 2020	Dec. 31, 2019
Total		$ 5,648	$ 5,508
EWC payable in July 2020 [Member]
Total		5,360	5,283
Earnout under Series D Preferred Stock [Member]
Total		288	225
Marley Earnout Obligation [Member]
Total	[1]
[1]	The Company was previously obligated to make a one-time earnout payment of $1.25 million over a period of two years beginning at such time that revenue for the Marley reporting unit was equal to or greater than $15.0 million during any trailing twelve calendar month period. As of December 31, 2019, the Company determined that revenue for the Marley reporting unit was not expected to exceed the $15.0 million earnout threshold and, accordingly, there was no fair value related to this liability. The Company terminated its license agreement with Marley as of March 31, 2020 to eliminate this obligation.

Business Combinations - Summa_2

Business Combinations - Summary of Earnout Obligations (Details) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)
Business Combinations [Abstract]
One time earnout payment	$ 1,250
One time earnout payment period	2 years
Revenue reporting unit description	The Marley reporting unit was equal to or greater than $15.0 million during any trailing twelve calendar month period. As of December 31, 2019, the Company determined that revenue for the Marley reporting unit was not expected to exceed the $15.0 million earnout threshold and, accordingly, there was no fair value related to this liability. The Company terminated its license agreement with Marley as of March 31, 2020 to eliminate this obligation.

Other Financial Information (De

Other Financial Information (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Other Information
Depreciation expense	$ 1,000	$ 900
Amortization of intangible assets	$ 900	$ 1,300

Other Financial Information - S

Other Financial Information - Schedule of Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Other Information
Raw materials	$ 10,035	$ 12,848
Work-in-process	1,665	872
Finished goods, net	21,957	22,998
Total inventories	$ 33,657	$ 36,718

Other Financial Information -_2

Other Financial Information - Schedule of Other Accrued Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Other Information
Accrued commissions	$ 8,754	$ 8,914
Accrued compensation and benefits	5,999	5,868
Accured marketing events	6,660	4,568
Deferred revenue	3,370	1,358
Income taxes payable	3,090	15,227
Current portion of operating lease liabilities	5,724	5,673
Other accrued liabilities	8,363	7,843
Total accrued liabilities	$ 41,960	$ 49,451

Leases (Details Narrative)

Leases (Details Narrative) - USD ($) $ in Thousands	Mar. 22, 2019	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Sale of land	$ 57,100
Lease term	27 years
Lease cost		$ 185
Gain on leaseback arrangement	$ 17,600
Gain on sale of property	24,100	$ 6,442
Remainder gain on properties	6,400
Lease incentive concession amount	$ 17,600
Weighted average discount lease	3.50%
Weighted average remaining lease term	20 years	12 years 3 months 19 days	12 years 6 months
Right of use asset	$ 38,261	$ 38,261		$ 38,458
Operating lease liability	$ 14,300	$ 40,859
Operating lease expired		The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between April 2020 and March 2039. The Company has made accounting policy elections (i) to not apply the recognition requirements for short-term leases and (ii) for facility leases, when there are lease and non-lease components, such as common area maintenance charges, to account for the lease and non-lease components as a single lease component.
Operating lease expense		$ 2,500	$ 2,300
Japanese Yen [Member]
Lease cost		$ 20,000

Leases - Summary of Selling Pri

Leases - Summary of Selling Price and Resulting Gain On Sale (Details) - USD ($) $ in Thousands	Mar. 22, 2019	Mar. 31, 2020
Leases [Abstract]
Gross selling price		$ 57,129
Less commissions and other expenses		(1,941)
Less repair obligations		(1,675)
Net selling price		53,513
Cost of land and building sold		(29,431)
Total gain on sale		24,082
Portion of gain related to above-market rent concession		(17,640)
Recognized gain on sale	$ 24,100	$ 6,442

Leases - Summary of Future Mini

Leases - Summary of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands		Mar. 31, 2020	Mar. 22, 2019
Leases [Abstract]
Remainder of 2020		$ 6,436
2021		7,266
2022		5,877
2023		5,389
2024		5,222
Thereafter		28,729
Total minimum lease payments		58,919
Less imputed interest	[1]	(18,060)
Present value of minimum lease payments		$ 40,859	$ 14,300
[1]	Calculated based on the term of the respective leases using corporate borrowing rates ranging from 2.0% to 10.0%.

Leases - Summary of Future Mi_2

Leases - Summary of Future Minimum Lease Payments (Details) (Parenthetical)	Mar. 31, 2020
Minimum [Member]
Lease corporate borrowing rates	2.00%
Maximum [Member]
Lease corporate borrowing rates	10.00%

Debt (Details Narrative)

Debt (Details Narrative) - USD ($) $ in Thousands	Mar. 29, 2019	Mar. 31, 2020	Dec. 31, 2019
EWB RevolverMember | Prime Rate [Member]
Interest rate percentage	0.50%
Loan and Security Agreement [Member]
Debt maturity date	Mar. 29, 2023
Aggregate principal amount	$ 15,000
Increase amount in principal amount	25,000
Revolving loan facility	$ 10,000
Debt description	(i) a term loan in the aggregate principal amount of $15.0 million, which may be increased to $25.0 million subject to the satisfaction of certain conditions (the "EWB Term Loan") and (ii) a $10.0 million revolving loan facility (the "EWB Revolver").
Outstanding borrowing credit facility, percentage			5.75%
Loan and Security Agreement [Member] | Prime Rate [Member]
Interest rate percentage	5.25%		4.75%
Restricted cash	$ 15,100
Loan and Security Agreement [Member] | EWB Credit Facility Revolver [Member] | Minimum [Member]
Interest rate percentage	0.50%
Loan and Security Agreement [Member] | EWB Credit Facility Revolver [Member] | Maximum [Member]
Interest rate percentage	2.00%
Loan and Security Agreement [Member] | Term Loan [Member]
Monthly principal payments amount		$ 125
Third Amendment Modified Credit Facility [Member] | EWB RevolverMember
Debt description	The Company was required to make an initial deposit of $15.1 million in restricted cash accounts designated by EWB. The future requirement to maintain restricted cash will be reduced by the amount of future principal payments under the EWB Term Loan. As of March 31, 2020, the Company had made deposits in the restricted cash accounts for the entire $15.1 million. For any future amounts borrowed under the EWB Revolver, the Company is required to increase restricted cash deposits by the corresponding amount of the borrowings. Less stringent requirements are applicable for future compliance with the minimum adjusted EBITDA covenant, the maximum total leverage ratio, and the fixed charge coverage ratio. Additionally, compliance with the maximum total leverage ratio and the fixed charge coverage ratio have been delayed until June 30, 2021. The existing provision related to "equity cures" that may be employed to maintain compliance with financial covenants was increased from $5.0 million to $15.0 million for the year ending December 31, 2020, and to $10.0 million per year for each calendar year thereafter. The Company is required to obtain equity infusions for at least $15.0 million for the first six months of 2020, of which gross proceeds of $8.5 million was received for the three months ended March 31, 2020 as discussed in Note 7, and gross proceeds of $7.6 million were received after March 31, 2020 as discussed in Note 14. Additional equity infusions that result in gross proceeds of $13.9 million must be received by December 31, 2020.
Proceeds from convertible note		7,600
Debt issuance cost		$ 200

Debt - Summary of Debt (Details

Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Total	$ 13,745	$ 24,010
Less current maturities	(1,504)	(11,208)
Long-term debt, less current maturities	12,241	12,802
EWB Credit Facility Term Loan [Member]
Total	13,738	14,302
EWB Credit Facility Revolver [Member]
Total		9,700
Installment Notes Payable [Member]
Total	$ 7	$ 8

Debt - Summary of Debt (Detai_2

Debt - Summary of Debt (Details) (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Notes payable	$ 13,745	$ 24,010
Term Loan [Member]
Notes payable	$ 637	$ 448

Debt - Summary Future Debt Matu

Debt - Summary Future Debt Maturities (Details) $ in Thousands	Mar. 31, 2020USD ($)
Debt Disclosure [Abstract]
Remainder of 2020	$ 1,129
2021	1,503
2022	1,500
2023	10,250
Total	$ 14,382

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($) $ in Thousands	Apr. 30, 2019	Mar. 31, 2020	Mar. 31, 2019	Mar. 31, 2020
Proceeds from issuance of stock		$ 8,288
Placement Shares [Member] | ATM Offering Agreement [Member]
Stock issued during the period, value	$ 100,000	$ 8,500		$ 29,300
Agreement termination date	Apr. 30, 2020
Agreement termination, description	ATM Agreement was amended and restated to eliminate the termination date of April 30, 2020. As amended and restated, the ATM Agreement will terminate when all of the Placement Shares have been sold, or earlier by the Company upon five business days' notice to the Agent, at any time by the Agent, or by the mutual agreement of the parties.
Proceeds from issuance of stock	$ 30,000
Number of shares issued		4,900		10,900
Commission and fees on sale of shares		$ 200
Placement Shares [Member] | ATM Offering Agreement [Member] | Gross Proceeds Upto $30 Million [Member]
Percentage of agent commission equal to gross proceeds	3.00%
Placement Shares [Member] | ATM Offering Agreement [Member] | Gross Proceeds Exceeds $30 Million [Member]
Percentage of agent commission equal to gross proceeds	2.50%

Stock Options and Warrants (Det

Stock Options and Warrants (Details Narrative) - $ / shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Warrants outstanding	300	100
Stock Options [Member]
Weighted-average grant date fair value	$ 1.43	$ 4.24
Unrecognized stock-based compensation, weighted-average period	2 years 7 days
Equity-Classified Restricted Stock Awards [Member]
Unrecognized stock-based compensation, weighted-average period	2 years
Liability-Classified Restricted Stock Awards [Member]
Unrecognized stock-based compensation, weighted-average period	1 year 9 months 18 days

Stock Options and Warrants - Sc

Stock Options and Warrants - Schedule of Stock Option Activity (Details)	3 Months Ended
	Mar. 31, 2020$ / sharesshares
Options outstanding, beginning of period | shares	3,551
Options, forfeited | shares	(93)
Options, exercised | shares	(2)
Options outstanding, ending of period | shares	3,883	[1]
Options vested, end of period | shares	1,415	[1]
Weighted average grant date fair value outstanding, beginning balance | $ / shares	$ 2.65	[2]
Weighted average grant date fair value, forfeited | $ / shares	3.79	[2]
Weighted average grant date fair value, exercised | $ / shares	1.79	[2]
Weighted average grant date fair value outstanding, ending balance | $ / shares	2.53	[2]
Weighted average grant date fair value vested, end of period | $ / shares	$ 2.45	[2]
Weighted average remaining contractual term, beginning balance	8 years 8 months 12 days	[3]
Weighted average remaining contractual term, ending balance	8 years 7 months 6 days	[3]
Weighted average contractual term vested, end of period	7 years 3 months 19 days	[3]
Employees [Member]
Options, granted | shares	417
Weighted average grant date fair value, granted | $ / shares	$ 1.79	[2]
Non-Employees [Member]
Options, granted | shares	10
Weighted average grant date fair value, granted | $ / shares	$ 1.77	[2]
[1]	As of March 31, 2020, the closing price of the Company's Common Stock was $1.39 per share resulting in no intrinsic value associated with any outstanding stock options.
[2]	Represents the weighted average exercise price.
[3]	Represents the weighted average remaining contractual term until the stock options expire.

Stock Options and Warrants - _2

Stock Options and Warrants - Schedule of Stock Option Activity (Details) (Parenthetical)	Mar. 31, 2020$ / shares
Share-based Payment Arrangement [Abstract]
Common stock price per share	$ 1.39

Stock Options and Warrants - Su

Stock Options and Warrants - Summary of Stock Options Weighted-Average Assumptions (Details)	3 Months Ended
	Mar. 31, 2020$ / shares
Share-based Payment Arrangement [Abstract]
Grant date closing price of Common Stock	$ 1.79
Expected life (in years)	5 years 9 months 18 days
Volatility	104.00%
Dividend yield	0.00%
Risk-free interest rate	1.20%

Stock Options and Warrants - _3

Stock Options and Warrants - Schedule of Restricted Stock Award Activity (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020USD ($)shares
Equity Incentive Plans Equity Awards [Member]
Number of shares, outstanding, beginning of period | shares	2,123
Number of shares, shares issued to board members | shares	339	[1]
Number of shares, Unvested awards granted to employees with service vesting criteria | shares	206	[2]
Number of shares,Unvested forfeitures | shares	(2)
Number of shares, Fair value adjustment and other | shares
Number of shares, vested shares and expense | shares	(203)	[3]
Number of shares, outstanding, end of period | shares	2,463
Number of shares, Intrinsic value, end of period	$ 3,424	[4]
Unvested compensation, outstanding, beginning of period	4,605
Unvested compensation, shares issued to Board members	600	[1]
Unvested compensation, Unvested awards granted to employees with service vesting criteria	365	[2]
Unvested compensation, Forfeitures	(9)
Unvested compensation, Fair value adjustments and other	(75)
Unvested compensation, vested shares and expense	(726)	[3]
Unvested compensation, outstanding, end of period	$ 4,760	[4]
Equity Incentive Plans Liability-Classified Awards [Member]
Number of shares, outstanding, beginning of period | shares	37	[5]
Number of shares, shares issued to board members | shares		[5]
Number of shares, Unvested awards granted to employees with service vesting criteria | shares		[5]
Number of shares,Unvested forfeitures | shares		[5]
Number of shares, Fair value adjustment and other | shares	(1)	[5]
Number of shares, vested shares and expense | shares		[3],[5]
Number of shares, outstanding, end of period | shares	36	[5]
Number of shares, Intrinsic value, end of period	$ 51	[5]
Unvested compensation, outstanding, beginning of period	67	[5]
Unvested compensation, shares issued to Board members		[5]
Unvested compensation, Unvested awards granted to employees with service vesting criteria		[5]
Unvested compensation, Forfeitures		[5]
Unvested compensation, Fair value adjustments and other	(17)	[5]
Unvested compensation, vested shares and expense	(6)	[3],[5]
Unvested compensation, outstanding, end of period	$ 44	[5]
[1]	Represents grants to members of the Board of Directors whereby the shares of Common Stock will be issued upon vesting, which occurs one year after the grant date. The fair value of the shares was recorded based on the closing price for the Company's Common Stock of $1.77 per share on the grant date.
[2]	Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company's Common Stock on the respective grant dates.
[3]	The "Number of Shares" column reflects shares that vested due to achievement of service conditions during the three months ended March 31, 2020. The "Unvested Compensation" column reflects the stock-based compensation expense recognized for both vested and unvested awards during the period.
[4]	The intrinsic value is based on the closing price of the Company's Common Stock of $1.39 per share on March 31, 2020.
[5]	Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company's condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company's Common Stock at the end of each reporting period until these awards vest. As of March 31, 2020 and December 31, 2019, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on those dates.

Stock Options and Warrants - _4

Stock Options and Warrants - Schedule of Restricted Stock Award Activity (Details) (Parenthetical)	Mar. 31, 2020$ / shares
Equity Incentive Plans Equity Awards [Member]
Closing price of common stock	$ 1.77
Equity Incentive Plans Liability-Classified Awards [Member]
Closing price of common stock	$ 1.39

Stock Options and Warrants - _5

Stock Options and Warrants - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Stock-based compensation expense	$ 1,357	$ 3,287
Unrecognized compensation expense	9,319	9,452
Stock Options Awards [Member]
Stock-based compensation expense	625	1,315
Unrecognized compensation expense	4,515	4,309
Restricted Stock Awards [Member] | Equity Classified [Member]
Stock-based compensation expense	726	1,353
Unrecognized compensation expense	4,760	3,213
Restricted Stock Awards [Member] | Liability Classified [Member]
Stock-based compensation expense	6	565
Unrecognized compensation expense	44	1,920
Restricted Stock Awards [Member] | Non-Plan Equity-Classified [Member]
Stock-based compensation expense		54
Unrecognized compensation expense		$ 10

Income Taxes (Details Narrative

Income Taxes (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income tax benefit (expense)	$ (723)	$ 1,700
Percentage of pre-tax losses	7.00%	51.00%
Unrecognized income tax benefits	$ 1,500		$ 1,500

Contingencies (Details Narrativ

Contingencies (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2019
Other commitment description	In foreign jurisdictions, which accounted for approximately 70% of the Company's net revenue for the three months ended March 31, 2020, the impact of the pandemic did not have a significant impact on net revenue through March 31, 2020.
ASU 450 [Member]
Current liability under (ASU) 450, contingencies	$ 1,900	$ 900

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Antidilutive securities excluded from computation of earnings per share	6,693	4,089
Stock Options [Member]
Antidilutive securities excluded from computation of earnings per share	3,883	2,759
Unissued and Unvested Restricted Stock Awards [Member]
Antidilutive securities excluded from computation of earnings per share	2,499	1,227
Common Stock Purchase Warrants [Member]
Antidilutive securities excluded from computation of earnings per share	311	103

Financial Instruments and Sig_3

Financial Instruments and Significant Concentrations (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Notional amount	$ 10,000
Valuation assumptions description	Valuation assumptions for the earnout under the Series D preferred stock are set forth in Note 3. The interest rate swap agreement provides for a total notional amount of $10.0 million at a fixed interest rate of approximately 5.4% through May 1, 2023, in exchange for a floating rate indexed to the prime rate plus 0.50%, and is classified within Level 2 of the fair value hierarchy. The Company's policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the three months ended March 31, 2020 and 2019, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy.
Concentration risk, percentage	80.00%
Cash and cash equivalents	$ 27,537	$ 109,956	$ 60,842
No Single Supplier [Member]
Concentration risk, percentage	10.00%
One Customer [Member]
Concentration risk, percentage	10.00%	10.00%
United States [Member]
Concentration risk, percentage	72.00%	74.00%
United States [Member] | Financial Institution One [Member]
Cash and cash equivalents	$ 13,400		22,200
United States [Member] | Financial Institution Two [Member]
Cash and cash equivalents	1,400		1,400
China [Mmeber] | Financial Institution One [Member]
Cash and cash equivalents	8,300		6,600
China [Mmeber] | Financial Institution Two [Member]
Cash and cash equivalents	$ 8,000		$ 3,600

Financial Instruments and Sig_4

Financial Instruments and Significant Concentrations - Schedule of Fair Value of Assets and Liabilities (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Mar. 31, 2020	Dec. 31, 2019
Earnout under Series D preferred stock	$ 288	$ 225
Interest rate swap liability	425	99
Total	713	324
Level 1 [Member]
Earnout under Series D preferred stock
Interest rate swap liability
Total
Level 2 [Member]
Earnout under Series D preferred stock
Interest rate swap liability	425	99
Total	425	99
Level 3 [Member]
Earnout under Series D preferred stock	288	225
Interest rate swap liability
Total	$ 288	$ 225

Segments and Geographic Conce_2

Segments and Geographic Concentrations (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Concentration risk, percentage	80.00%
Property and equipment, net carrying value	$ 28,716		$ 28,443
United States [Member]
Concentration risk, percentage	72.00%	74.00%
Property and equipment, net carrying value		$ 22,600	$ 22,100

Segments and Geographic Conce_3

Segments and Geographic Concentrations - Summary of Segment Reporting (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Net revenue	$ 63,693	$ 58,307
Total gross profit	41,524	38,576
Total assets	229,228		$ 251,130
Total depreciation and amortization	1,879	2,236
Total capital expenditures	1,591	411
Noni by NewAge [Member]
Net revenue	50,110	48,222
Total gross profit	39,606	37,705
Total assets	186,610		201,600
Total depreciation and amortization	1,719	1,695
Total capital expenditures	1,467	116
NewAge [Member]
Net revenue	13,583	10,085
Total gross profit	1,918	871
Total assets	42,618		$ 49,530
Total depreciation and amortization	160	541
Total capital expenditures	$ 124	$ 295

Segments and Geographic Conce_4

Segments and Geographic Concentrations - Schedule of Net Revenue by Geographic Region (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Total revenue	$ 63,693	$ 58,307
United States [Member]
Total revenue	19,385	16,455
Japan [Member]
Total revenue	20,867	20,700
China [Mmeber]
Total revenue	14,975	13,155
Other Countries [Member]
Total revenue	$ 8,466	$ 7,997

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($) $ in Thousands	May 08, 2020	Apr. 14, 2020	Apr. 30, 2020	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Net proceed from common stock				$ 8,288
Notes payable				13,745		$ 24,010
Selling, general and administrative				$ 30,608	$ 26,842
Subsequent Event [Member]
Selling, general and administrative			$ 5,000
Subsequent Event [Member] | ATM Offering Agreement [Member]
Sale of common stock	$ 5,300,000
Net proceed from common stock	7,400
Subsequent Event [Member] | Paycheck Protection Program [Member]
Notes payable		$ 6,900
Interest rate		1.00%
Subsequent Event [Member] | Employment Agreement [Member]
Annual base salary	$ 1,700
Employee compensation description	On May 8, 2020, the Company entered into employment agreements with three executive officers that provide for aggregate annual base compensation of $1.8 million plus potential for annual performance bonuses ranging between 50% and 100% of annual base compensation. The agreements expire on January 1, 2023 and provide for annual renewal periods thereafter. If the employment agreements are terminated by the Company before the expiration date, the Company will be required to make severance payments of between 9 and 18 months of base compensation and health insurance benefits, plus the entire performance bonus that would have been otherwise payable for the year in which termination occurs. If termination occurs in connection with a change of control, the Company is required to make (i) severance payments of between 150% and 200% of annual base compensation plus the performance bonus applicable in the year in which termination occurs, and (ii) payments for up to 18 months of health insurance benefits.
Subsequent Event [Member] | Restructuring [Member]
Selling, general and administrative			$ 7,000