NewAge (NBEV) 10-Q 10 Aug 20 2020 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2020	Aug. 06, 2020
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2020
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2020
Current Fiscal Year End Date	--12-31
Entity File Number	001-38014
Entity Registrant Name	NewAge, Inc.
Entity Central Index Key	0001579823
Entity Tax Identification Number	27-2432263
Entity Incorporation, State or Country Code	WA
Entity Address, Address Line One	2420 17th Street
Entity Address, Address Line Two	Suite 220
Entity Address, City or Town	Denver
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80202
City Area Code	(303)
Local Phone Number	566-3030
Title of 12(b) Security	Common stock, par value $0.001 per share
Trading Symbol	NBEV
Security Exchange Name	NASDAQ
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		97,720,103
Entity Information, Former Legal or Registered Name	New Age Beverages Corporation

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 40,672	$ 60,842
Accounts receivable, net of allowance of $634 and $535, respectively	13,189	11,012
Inventories	33,972	36,718
Prepaid expenses and other	5,540	4,384
Total current assets	93,373	112,956
Long-term assets:
Identifiable intangible assets, net	41,649	43,443
Right-of-use lease assets	37,718	38,458
Property and equipment, net	28,223	28,443
Restricted cash, net of current portion	16,873	3,729
Goodwill	10,284	10,284
Deferred income taxes	9,452	9,128
Deposits and other	4,440	4,689
Total assets	242,012	251,130
Current liabilities:
Accounts payable	12,708	13,259
Accrued liabilities	40,125	49,451
Current portion of business combination liabilities	5,437	5,508
Current maturities of long-term debt	1,505	11,208
Total current liabilities	59,775	79,426
Long-term liabilities:
Long-term debt, net of current maturities	18,792	12,802
Operating lease liabilities, net of current portion:
Lease liability	34,695	35,513
Deferred lease financing obligation	16,214	16,541
Deferred income taxes	5,554	5,441
Accrued employee benefits and other	9,467	9,132
Total liabilities	144,497	158,855
Stockholders’ equity:
Common Stock; $0.001 par value. Authorized 200,000 shares; issued and outstanding 98,442 and 81,873 shares as of June 30, 2020 and December 31, 2019, respectively	98	82
Additional paid-in capital	231,201	203,862
Accumulated other comprehensive income (loss)	(141)	802
Accumulated deficit	(133,643)	(112,471)
Total stockholders’ equity	97,515	92,275
Total liabilities and stockholders’ equity	$ 242,012	$ 251,130

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 634	$ 535
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	200,000,000	200,000,000
Common Stock, shares issued	98,442,000	81,873,000
Common Stock, shares outstanding	98,442,000	81,873,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Income Statement [Abstract]
Net revenue	$ 62,637	$ 66,348	$ 126,330	$ 124,655
Cost of goods sold	24,559	24,699	46,728	44,430
Gross profit	38,078	41,649	79,602	80,225
Operating expenses:
Commissions	18,405	19,607	37,920	37,645
Selling, general and administrative	26,277	28,175	56,885	55,017
Gain from change in fair value of earnout obligations		(6,665)		(6,665)
Impairment of right-of-use assets	400	1,500	400	1,500
Depreciation and amortization expense	1,761	2,017	3,542	4,253
Total operating expenses	46,843	44,634	98,747	91,750
Operating loss	(8,765)	(2,985)	(19,145)	(11,525)
Non-operating income (expense):
Gain (loss) from sale of property and equipment	14		(66)	6,442
Interest expense	(600)	(756)	(1,172)	(2,402)
Gain (loss) from change in fair value of derivatives	20		(306)	470
Interest and other income (expense), net	328	(143)	791	(185)
Loss before income taxes	(9,003)	(3,884)	(19,898)	(7,200)
Income tax expense	(551)	(7,797)	(1,274)	(6,097)
Net loss	(9,554)	(11,681)	(21,172)	(13,297)
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax	448	569	(943)	996
Comprehensive loss	$ (9,106)	$ (11,112)	$ (22,115)	$ (12,301)
Net loss per share (basic and diluted)	$ (0.10)	$ (0.15)	$ (0.24)	$ (0.18)
Weighted average number of shares of Common Stock outstanding (basic and diluted)	93,003,000	76,331,000	89,187,000	75,780,000

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balances, December 31, 2018 at Dec. 31, 2018	$ 75	$ 176,471	$ 626	$ (22,636)	$ 154,536
Balance, shares at Dec. 31, 2018	75,067,000
ATM public offering, net of offering costs	$ 2	11,139			11,141
ATM public offering, net of offering costs, shares	2,225,000
Exercise of stock options		418			418
Exercise of stock options, shares	200,000
Grant of restricted stock awards		576			576
Grant of restricted stock awards, shares	126,000
Employee services		31			31
Employee services, shares	6,000
Stock-based compensation expense		2,561			2,561
Fair value of warrant issued for license agreement		838			838
Net change in other comprehensive income			996		996
Net loss				(13,297)	(13,297)
Balances, June 30, 2019 at Jun. 30, 2019	$ 77	192,034	1,622	(35,933)	157,800
Balance, shares at Jun. 30, 2019	77,624,000
Balances, December 31, 2018 at Dec. 31, 2019	$ 82	203,862	802	(112,471)	92,275
Balance, shares at Dec. 31, 2019	81,873,000
ATM public offering, net of offering costs	$ 16	25,012			25,028
ATM public offering, net of offering costs, shares	16,130,000
Exercise of stock options		4			$ 4
Exercise of stock options, shares	2,000				2,000
Vesting of restricted stock awards
Vesting of restricted stock awards, shares	437,000
Stock-based compensation expense		2,323			2,323
Net change in other comprehensive income			(943)		(943)
Net loss				(21,172)	(21,172)
Balances, June 30, 2019 at Jun. 30, 2020	$ 98	$ 231,201	$ (141)	$ (133,643)	$ 97,515
Balance, shares at Jun. 30, 2020	98,442,000

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,554)	$ (11,681)	$ (21,172)	$ (13,297)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,873	2,205	3,752	4,441
Non-cash lease expense			2,792	2,986
Stock-based compensation expense			2,449	4,287
Impairment of right-of-use lease assets	400	1,500	400	1,500	$ 800
Loss (gain) from change in fair value of derivatives			306	(470)
Accretion and amortization of debt discount and issuance costs			302	1,609
Loss (gain) from sale of property and equipment			66	(6,442)
Gain from change in fair value of earnout obligations				(6,665)
Deferred income tax benefit			(173)	(8,543)
Expense for make-whole premium and other			73	511
Changes in operating assets and liabilities:
Accounts receivable			(2,276)	(5,340)
Inventories			2,819	205
Prepaid expenses, deposits and other			517	(3,703)
Accounts payable			(551)	308
Other accrued liabilities			(12,900)	13,872
Net cash used in operating activities			(23,596)	(14,741)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of equipment			159
Capital expenditures for property and equipment			(1,980)	(1,241)
Net proceeds from sale of land and building in Japan				37,548
Security deposit under sale leaseback arrangement				(1,800)
Loan receivable from BWR				(1,000)
Net cash provided by (used in) investing activities			(1,821)	33,507
CASH FLOWS FROM FINANCING ACTIVITIES:
Principal payments on borrowings			(10,450)	(26,211)
Proceeds from borrowings			6,868	46,250
Net proceeds from issuance of common stock			25,122	11,380
Proceeds from deferred lease financing obligation				17,640
Payments under deferred lease financing obligation			(319)	(382)
Proceeds from exercise of stock options			4	418
Payments on business combination obligations			(298)	(26,000)
Debt issuance costs paid			(85)	(929)
Payments for deferred offering costs			(94)	(140)
Cash paid for make-whole premium				(480)
Net cash provided by financing activities			20,748	21,546
Effect of foreign currency translation changes			(857)	1,188
Net increase (decrease) in cash, cash equivalents and restricted cash			(5,526)	41,500
Cash, cash equivalents and restricted cash at beginning of period			64,571	45,856	45,856
Cash, cash equivalents and restricted cash at end of period	59,045	87,356	59,045	87,356	64,571
SUMMARY OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
Cash and cash equivalents at end of period	40,672	83,580	40,672	83,580	$ 60,842
Restricted cash at end of period:
Current (included in prepaid expenses and other)	1,500		1,500
Long-term	16,873	3,776	16,873	3,776
Total	$ 59,045	$ 87,356	59,045	87,356
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest			506	217
Cash paid for income taxes			14,739	1,936
Cash paid for amounts included in the measurement of operating lease liabilities			4,031	4,205
Right-of-use assets acquired in exchange for operating lease liabilities			2,452	26,796
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Fair value of warrants issued for license agreement				838
Restricted stock issued for prepaid compensation				576
Increase in payables for:
Debt discount and issuance costs			150	654
Capital expenditures				$ 128

BASIS OF PRESENTATION AND SIGNF

BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES	NOTE 1 — BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES Overview NewAge, Inc. (the “Company”) was formed under the laws of the State of Washington on April 26, 2010. Effective July 28, 2020, the Company amended its Articles of Incorporation to change its name from New Age Beverages Corporation to NewAge, Inc. Accordingly, all references herein have been changed to reflect the new name. The Company is a healthy consumer products and lifestyle 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 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 and six months ended June 30, 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 June 30, 2020 and operating results for the three and six months ended June 30, 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. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Recent Accounting Pronouncements The following accounting standards were adopted during the six months ended June 30, 2020: 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 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. 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	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND GOING CONCERN	NOTE 2 — LIQUIDITY AND GOING CONCERN As of June 30, 2020, the Company had an accumulated deficit of $ 133.6 21.2 23.6 13.1 As discussed in Notes 6 and 14, the Company entered into the third amendment and waiver (the “Third Amendment”) to the EWB Credit Facility (as defined below) in March 2020 and the fourth amendment (the “Fourth Amendment”) to the EWB Credit Facility in July 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 June 30, 2021. The Third Amendment required the Company to deposit an initial amount of $ 15.1 30.0 60.8 40.7 The Fourth Amendment permitted the Company to repurchase shares of its common stock, par value $0.001 per share (“Common Stock”) up to $1.2 million with a corresponding increase in the requirement for equity infusions from $30.0 million to approximately $31.2 million. 25.8 5.4 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Since March 2020, the Company has been experiencing reduced sales as a result of the COVID-19 pandemic as discussed in Note 10. In April 2020, the Company entered into a loan with EWB in an aggregate principal amount of approximately $ 6.9 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 (as defined below), which could significantly improve its overall financial performance and reduce cash flow needs. As discussed in Note 4, the Company has implemented a restructuring plan that is designed to achieve future annualized selling, general and administrative cost reductions of approximately $5.8 million. Management believes the existing cash resources and ongoing cost-cutting efforts will be sufficient to fund the Company’s operations and to meet its obligations as they come due through August 2021.

BUSINESS COMBINATIONS

BUSINESS COMBINATIONS	6 Months Ended
	Jun. 30, 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 1.5 107,602 453 For the three and six months ended June 30, 2020, the accompanying condensed consolidated statements of operations include net revenue related to the post-acquisition results of operations of BWR of $ 2.8 million and $ 4.9 million, respectively. For the three and six months ended June 30, 2020, the accompanying condensed consolidated statements of operations include net losses related to the post-acquisition results of operations of BWR of $ 0.3 million and $ 2.6 million, respectively. Unaudited Pro Forma Disclosures The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the three and six months ended June 30, 2019 giving effect to the BWR business combination as if it had occurred on January 1, 2019 (in thousands, except loss per share amount): SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES Three Six Months Months Net revenue $ 70,054 $ 132,818 Net loss $ (12,918) $ (14,603) Net loss per share- basic and diluted $ (0.17) $ (0.19) Weighted average number of shares of common stock outstanding- basic and diluted 76,439 75,888 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. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Business Combination Liabilities On December 21, 2018, the Company entered into a business combination with Morinda Holdings, Inc. (“Morinda”). The purchase consideration included the issuance of 43,804 15.0 20.0 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. April 15, 2020 0.3 As of June 30, 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 (in thousands): SUMMARY OF EARNOUT OBLIGATIONS 2020 2019 Payables to former Morinda stockholders: Excess Working Capital (“EWC”) payable in July 2020, net of discount $ 5,437 $ 5,283 Earnout under Series D preferred stock - 225 Total $ 5,437 $ 5,508

OTHER FINANCIAL INFORMATION

OTHER FINANCIAL INFORMATION	6 Months Ended
	Jun. 30, 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 June 30, 2020 and December 31, 2019 (in thousands): SCHEDULE OF INVENTORIES 2020 2019 Raw materials $ 9,125 $ 12,848 Work-in-process 2,393 872 Finished goods, net 22,454 22,998 Total inventories $ 33,972 $ 36,718 Other Accrued Liabilities As of June 30, 2020 and December 31, 2019, other accrued liabilities consisted of the following (in thousands): SCHEDULE OF OTHER ACCRUED LIABILITIES 2020 2019 Accrued commissions $ 8,600 $ 8,914 Accrued compensation and benefits 6,011 5,868 Accrued marketing events 6,269 4,568 Deferred revenue 2,576 1,358 Income taxes payable 1,747 15,227 Current portion of operating lease liabilities 6,057 5,673 Other accrued liabilities 8,865 7,843 Total accrued liabilities $ 40,125 $ 49,451 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Depreciation and Amortization Expense Depreciation expense related to property and equipment and amortization expense related to identifiable intangible assets are as follows for the three and six months ended June 30, 2020 and 2019 (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2020 2019 2020 2019 Three Months Six Months 2020 2019 2020 2019 Depreciation $ 977 $ 888 $ 1,959 $ 1,843 Amortization 896 1,323 1,793 2,598 Total $ 1,873 $ 2,211 $ 3,752 $ 4,441 Restructuring In April 2020, the Company initiated a restructuring plan that is designed to achieve selling, general and administrative cost reductions. This restructuring plan is primarily focused on reductions in marketing and other personnel. For the three months ended June 30, 2020, the Company implemented headcount reductions of approximately 100 employees that had estimated annualized compensation and benefit costs of $ 5.8 million. In connection with the termination of employees, the Company incurred severance costs of $ 0.9 million which are included in selling, general and administrative expenses in the accompanying unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2020. Substantially all of the severance costs related to the Noni by NewAge segment, and the related restructuring costs were incurred and paid during the three months ended June 30, 2020. No assurance can be provided that the restructuring plan will be successful in achieving the intended cost reductions.

LEASES

LEASES	6 Months Ended
	Jun. 30, 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 27 20.0 186 SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE 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 24.1 6.4 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) 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 right-of-use (“ROU”) asset and operating lease liability of approximately $ 14.3 million. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Operating Leases The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between July 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 June 30, 2020 and 2019, the Company had operating lease expense of $ 2.6 million and $ 2.9 million, respectively. For the six months ended June 30, 2020 and 2019, the Company had operating lease expense of $ 5.1 million and $ 5.2 million, respectively. As of June 30, 2020 and December 31, 2019, the weighted average remaining lease term under operating leases was 12.0 and 12.5 years, respectively. As of June 30, 2020 and December 31, 2019, the weighted average discount rate for operating lease liabilities was 5.6 %. Future Lease Payments As of June 30, 2020, future payments under operating lease agreements are as follows (in thousands): SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS Year Ending December 31, Remainder of 2020 $ 3,991 2021 7,401 2022 5,863 2023 5,334 2024 5,011 Thereafter 29,191 Total operating lease payments 56,791 Less imputed interest (16,039) (1) Present value of operating lease payments $ 40,752 (1) Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Impairment of ROU Asset In June 2019, the Company began attempting to sublease a portion of its ROU assets previously used for warehouse space that are no longer needed for current operations. As a result, an impairment evaluation was completed that resulted in recognition of an impairment charge of $ 1.5 0.8 0.4

DEBT

DEBT	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
DEBT	NOTE 6 — DEBT Summary of Debt As of June 30, 2020 and December 31, 2019, debt consisted of the following (in thousands): SUMMARY OF DEBT 2020 2019 EWB Credit Facility: Term loan, net of discount of $576 $448 $ 13,424 $ 14,302 Revolver - 9,700 PPP Loan payable, interest at 1.0% unsecured due April 2022 6,868 - Installment notes payable 5 8 Total 20,297 24,010 Less current maturities (1,505) (11,208) Long-term debt, less current maturities $ 18,792 $ 12,802 Future Debt Maturities As of June 30, 2020, the scheduled future maturities of long-term debt, exclusive of discount accretion, were as follows: SUMMARY FUTURE DEBT MATURITIES Year Ending December 31, Remainder of 2020 $ 752 2021 1,503 2022 8,368 2023 10,250 Total $ 20,873 EWB Credit Facility On March 29, 2019, the Company entered into a Loan and Security Agreement (the “EWB Credit Facility”) with EWB. The EWB Credit Facility matures on March 29, 2023 (i) a term loan in the aggregate principal amount of $15.0 $25.0 $10.0 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% 4.75% 5.25% 0.5% 2.0% 3.25% 5.25% $125,000 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 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). On March 13, 2020, the Company entered into the Third Amendment to the EWB Credit Facility. As of June 30, 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: ● In March 2020, the Company made an initial deposit of $15.1 $14.7 ● 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 was required to obtain equity infusions for at least $15.0 million for the six months ended June 30, 2020. As discussed in Note 7, the Company received gross proceeds of $25.8 million for the six months ended June 30, 2020. ● The Company was required to obtain equity infusions for gross proceeds of $30.0 million for the year ending December 31, 2020. Pursuant to the Fourth Amendment discussed in Note 14, this amount was increased by up to $1.2 million if the Company redeems shares of its Common Stock for the year ending December 31, 2020. The Company made stock repurchases for approximately $1.2 million in July 2020 whereby equity infusions for gross proceeds of $31.2 million are now required for the year ending December 31, 2020. After deducting gross proceeds of $25.8 million received for the six months ended June 30, 2020, additional equity infusions that result in gross proceeds of $5.4 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 PPP Loan On April 14, 2020, the Company entered into the PPP Loan pursuant to the Paycheck Protection Program under the CARES Act with EWB in an aggregate principal amount of approximately $6.9 1.0% the Company will be required to pay interest at 1.0% and, commencing in October 2020, 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, including if the SBA subsequently reaches an audit determination that the Company does not meet the eligibility criteria. The PPP Loan is being accounted for under ASC 470, Debt

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 7 — STOCKHOLDERS’ EQUITY Changes in Stockholders’ Equity Changes in stockholders’ equity for the three months ended June 30, 2020 and 2019 were as follows (in thousands): SCHEDULE OF CHANGES IN STOCKHOLDERS' EQUITY Shares Amount Amount Amount Amount Amount Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Three Months Ended June 30, 2020 Shares Amount Capital (Loss) Deficit Total Balances, March 31, 2020 87,245 $ 87 $ 213,385 $ (589) $ (124,089) $ 88,794 Issuance of Common Stock: ATM Agreement, net of offering costs 11,191 11 16,731 - - 16,742 Exercise of stock options - - - - - - Vesting of restricted stock awards 6 - - - - - Stock-based compensation expense - - 1,085 - - 1,085 Fair value of warrant issued for license agreement Employee services Employee services, shares Net change in other comprehensive income - - - 448 - 448 Net loss - - - - (9,554) (9,554) Balances, June 30, 2020 98,442 $ 98 $ 231,201 $ (141) $ (133,643) $ 97,515 Three Months Ended June 30, 2019 Balances, March 31, 2019 75,393 $ 75 $ 179,592 $ 1,053 $ (24,252) $ 156,468 Issuance of Common Stock: ATM Agreement, net of offering costs 2,225 2 11,139 - - 11,141 Employee services 6 - 31 - - 31 Stock-based compensation expense - - 434 - - 434 Fair value of warrant issued for license agreement - - 838 - - 838 Net change in other comprehensive income - - - 569 - 569 Net loss - - - - (11,681) (11,681) Balances, June 30, 2019 77,624 $ 77 $ 192,034 $ 1,622 $ (35,933) $ 157,800 At the Market Offering Agreement 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 ATM Agreement was amended and restated to eliminate the previous termination date of April 30, 2020 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 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 June 30, 2020, an aggregate of approximately 22.1 million shares of Common Stock were sold for gross proceeds of approximately $46.5 million. For the six months ended June 30, 2020, an aggregate of 16.1 million shares were sold for gross proceeds of $25.8 million. Total commissions and fees of $0.8 million were deducted from the gross proceeds for the six months ended June 30, 2020. Presented below is a summary of Common Stock issued pursuant to the ATM Agreement for the three and six months ended June 30, 2020 and 2019 (in thousands, except per share amounts): SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT Number Gross Proceeds Offering Costs Net Description Of Shares Per Share Amount Commissions Other Proceeds Six Months Ended June 30, 2020: Three months ended March 31, 2020 4,939 $ 1.73 $ 8,545 $ (257) $ (3) $ 8,285 Three months ended June 30, 2020 11,191 $ 1.54 17,270 (436) (91) 16,743 Total 16,130 $ 1.60 $ 25,815 $ (693) $ (94) $ 25,028 Six Months Ended June 30, 2019: Three months ended March 31, 2019 - $ - $ - $ - $ - $ - Three months ended June 30, 2019 2,225 $ 5.27 11,733 (352) (240) 11,141 Total 2,225 $ 5.27 $ 11,733 $ (352) $ (240) $ 11,141

STOCK OPTIONS AND WARRANTS

STOCK OPTIONS AND WARRANTS	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2020 (shares in thousands): SCHEDULE OF STOCK OPTION ACTIVITY Shares Price (1) Term (2) Outstanding, December 31, 2019 3,551 $ 2.65 8.7 Grants 427 $ 1.80 Forfeited (290) $ 3.28 Exercised (2) $ 1.79 Outstanding, June 30, 2020 3,686 (3) $ 2.50 8.0 Vested, June 30, 2020 1,372 (3) $ 2.41 6.1 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of June 30, 2020, the closing price of the Company’s Common Stock was $1.53 For the six months ended June 30, 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: SUMMARY OF STOCK OPTIONS 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% NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Based on the assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the six months ended June 30, 2020 and 2019 was $1.43 and $4.65 , 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 six months ended June 30, 2020 (in thousands): SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Liability-Classified Awards (1) Liability-Classified Awards (1) 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) - - Grants of unvested awards 258 (3) 442 (3) - - Forfeitures (62) (128) (1) (2) Fair value adjustments and other 9 (1) (11) (1) Vested shares and expense (209) (4) (1,340) (4) - (4) (13) (4) Outstanding, June 30, 2020 2,449 $ 4,188 35 $ 41 Intrinsic value, June 30, 2020 $ 3,747 (5) $ 54 (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 June 30, 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 (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 six months ended June 30, 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 $1.53 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 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 and six months ended June 30, 2020 and 2019, and the unrecognized compensation expense as of June 30, 2020 and 2019 (in thousands): SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Stock-based Compensation Expense (Recovery) Unrecognized Expense Three Months Ended June 30, Six Months Ended June 30, as of June 30, 2020 2019 2020 2019 2020 2019 Plan-based stock options awards $ 471 $ (377) $ 1,096 $ 938 $ 3,680 $ 3,860 Plan-based restricted stock awards: Equity-classified 614 920 1,340 2,273 4,188 2,281 Liability-classified 7 447 13 1,012 41 1,194 Non-plan equity-classified restricted stock awards - 10 - 64 - - Total $ 1,092 $ 1,000 $ 2,449 $ 4,287 $ 7,909 $ 7,335 As of June 30, 2020, unrecognized stock-based compensation expense is expected to be recognized on a straight-line basis over a weighted-average period of approximately 2.0 1.8 1.5 Warrants As of June 30, 2020 and 2019, the Company had warrants outstanding for 0.3 million shares of Common Stock. For the three and six months ended June 30, 2020 and 2019, no warrants were granted, exercised or expired.

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2020
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 9 — INCOME TAXES The Company’s provision for income taxes for the three months ended June 30, 2020 and 2019 resulted in income tax expense of $ 0.6 million and $7.8 million, respectively. The effective tax rate as a percentage of pre-tax losses for the three months ended June 30, 2020 and 2019 was negative 6 % and negative 201% , respectively, compared to the U.S. federal statutory rate of 21 201% for the three months ended June 30, 2019 and the U.S. federal statutory rate was primarily attributable to the establishment of a valuation allowance applied to the Company’s domestic net deferred tax assets. The Company’s provision for income taxes for the six months ended June 30, 2020 and 2019 resulted in income tax expense of $ 1.3 million and $ 6.1 million, respectively. The effective tax rate as a percentage of pre-tax losses for the six months ended June 30, 2020 and 2019 was negative 6 % and negative 85 %, respectively, compared to the U.S. federal statutory rate of 21%. The negative effective tax rate for the six months ended June 30, 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 negative effective tax rate of 85% for the six months ended June 30, 2019 and the U.S. federal statutory rate was primarily attributable to the establishment of a valuation allowance. 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

CONTINGENCIES

CONTINGENCIES	6 Months Ended
	Jun. 30, 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 June 30, 2020 and December 31, 2019, the Company has recorded a current liability under ASC 450, Contingencies $1.9 $0.9 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 resulted in a world-wide pandemic. By March 2020, the U.S. economy had been largely shut down by mass quarantines and government mandated stay-in-place orders (the “Orders”) to halt the spread of the virus. While these Orders were relaxed or lifted in different jurisdictions at various times during the three months ended June 30, 2020, the overall impact of COVID-19 continues to have an adverse impact on business activities across the world. The Orders required some of the Company’s employees to work from home when possible, and other employees were entirely prevented from performing their job duties at times. These Orders have adversely impacted the Company’s customers such as restaurants, hotels, stadiums and airports in the United States, whereby average monthly revenue for that line of the Company’s distribution business decreased by approximately 48% for the four months ended June 30, 2020 compared to the first two months of 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. Foreign jurisdictions accounted for approximately 64% of the Company’s net revenue for the three months ended June 30, 2020. The impact of COVID-19 was a significant contributing factor for the three months ended June 30, 2020 that resulted in decreases in net revenue by 17% in China, 10% in Japan, and 18% in all other foreign countries as a group. In most jurisdictions, the Orders have been relaxed or lifted but considerable uncertainty remains about whether the Orders will need to be reinstated as the spread of COVID-19 continues. 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. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Employment Agreements On May 8, 2020, the Company entered into employment agreements with three executive officers, Brent Willis, Gregory Gould, and David Vanderveen. The employment agreements provide for aggregate annual base compensation of $ 650,000 500,000 550,000 100 50 50

NET LOSS PER SHARE

NET LOSS PER SHARE	6 Months Ended
	Jun. 30, 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 and six months ended June 30, 2020 and 2019, basic and diluted net loss per share were the same since all Common Stock equivalents were anti-dilutive. As of June 30, 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): SCHEDULE OF LOSS PER SHARE 2020 2019 Equity incentive plan awards: Stock options 3,686 2,560 Restricted stock awards 2,484 1,226 Common stock purchase warrants 311 303 Total 6,481 4,089

FINANCIAL INSTRUMENTS AND SIGNI

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS	6 Months Ended
	Jun. 30, 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 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 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 June 30, 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 business combination obligations in Note 3 and the debt obligations in Note 6 also approximated fair value due to the short-term maturities of the business combination liabilities, and the variable nature of the interest rates under the EWB Credit Facility. Due to the U.S. government guarantee and the otherwise unique terms of the PPP Loan discussed in Note 6, it was not possible to determine fair value of this debt instrument. Recurring Fair Value Measurements Recurring measurements of the fair value of assets and liabilities as of June 30, 2020 and December 31, 2019 were as follows: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES As of As of Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Earnout under Series D preferred stock $ - $ - $ $ - $ - $ - $ 225 $ 225 Marley earnout obligation - - - - - - - - Interest rate swap liability - 406 - 406 - 99 - 99 Total $ - $ 406 $ - $ 406 $ - $ 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 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. As set forth in Note 13, for the three and six months ended June 30, 2020 and 2019, a significant portion 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 June 30, 2020, the Company had cash and cash equivalents with three financial institutions in the United States with balances of $13.9 $11.9 $3.5 $8.7 $7.5 $22.2 $1.4 $6.6 $3.6 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 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	6 Months Ended
	Jun. 30, 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 IPCs through its direct to consumer selling network and ecommerce business model. Approximately 80 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 segment 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 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 and six months ended June 30, 2020 and 2019, was as follows (in thousands): SUMMARY OF SEGMENT REPORTING Three Months Ended Six Months Ended Segment 2020 2019 2020 2019 Noni by NewAge $ 46,861 $ 52,060 $ 96,971 $ 100,282 NewAge 15,776 14,288 29,359 24,373 Net revenue $ 62,637 $ 66,348 $ 126,330 $ 124,655 Gross profit by reporting segment for the three and six months ended June 30, 2020 and 2019, was as follows (in thousands): Three Months Ended Six Months Ended Segment 2020 2019 2020 2019 Noni by NewAge $ 35,903 $ 40,469 $ 75,509 $ 78,174 NewAge 2,175 1,180 4,093 2,051 Gross profit $ 38,078 $ 41,649 $ 79,602 $ 80,225 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Assets by reporting segment as of June 30, 2020 and December 31, 2019, were as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 186,304 $ 201,600 NewAge 55,708 49,530 Total assets $ 242,012 $ 251,130 Depreciation and amortization expense by reporting segment, including amounts charged to cost of goods sold for the three and six months ended June 30, 2020 and 2019, was as follows (in thousands): Three Months Ended Six Months Ended Segment 2020 2019 2020 2019 Noni by NewAge $ 1,725 $ 1,671 $ 3,444 $ 3,366 NewAge 148 534 308 1,075 Total depreciation and amortization $ 1,873 $ 2,205 $ 3,752 $ 4,441 Capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the three and six months ended June 30, 2020 and 2019, were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 286 $ 461 $ 1,753 $ 577 NewAge 103 576 227 1,709 Total capital expenditures $ 389 $ 1,037 $ 1,980 $ 2,286 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 and six months ended June 30, 2020 and 2019 (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION Three Months Ended Six Months Ended 2020 2019 2020 2019 United States of America $ 22,531 $ 19,965 $ 41,916 $ 36,420 Japan 20,940 23,238 41,807 43,938 China 11,181 13,407 26,156 26,562 Other countries 7,985 9,738 16,451 17,735 Net revenue $ 62,637 $ 66,348 $ 126,330 $ 124,655 As of June 30, 2020 and December 31, 2019, the net carrying value of property and equipment located outside of the United States amounted to approximately $ 22.6 22.1

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2020
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 14 — SUBSEQUENT EVENTS Fourth Amendment to Credit Facility On July 6, 2020, the Company entered into the Fourth Amendment to the EWB Credit Facility discussed in Note 6. The Fourth Amendment reduced the amount of restricted cash in China with a corresponding increase in restricted cash in the United States. The Fourth Amendment also permitted the Company to repurchase up to $ 1.2 30.0 31.2 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Stock Purchase On July 6, 2020, the Company purchased from the Company’s Chief Executive Officer a total of 780,000 1.53 1.2 Merger Agreement On July 20, 2020, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company, Ariel Merger Sub, LLC (“Merger Sub”), Ariix, LLC (“Ariix”), certain members of Ariix (the “Sellers”) and Frederick Cooper, as primary shareholder and Sellers Agent (the “Sellers Agent”), pursuant to which the Company agreed to acquire Ariix, which owns five brands in the e-commerce and direct selling channels (the “Acquisition”). The Merger Agreement contains customary representations, warranties, covenants and indemnities by the parties to such agreement and is subject to customary closing conditions, including, among other things, (i) the receipt of regulatory approvals, including applicable antitrust approvals, (ii) the accuracy of the respective parties’ representations and warranties, subject to customary qualifications, and (iii) material compliance by the parties with their respective covenants and obligations. In addition, the Merger Agreement contains certain termination rights, including by the Company or the Sellers Agent in the event the closing has not occurred by September 30, 2020 (the “Outside Date”). Pursuant to the Merger Agreement, on the closing date (the “Closing Date”), Ariix will merge with Merger Sub, with Ariix as the surviving entity and becoming a wholly-owned subsidiary of the Company. On the Closing Date, the Company will be required to pay the Sellers $ 25.0 18.0 10.0 141.3 matures 24 months from the Closing Date 7.0 The Convertible Notes will be subordinated to the EWC Credit Facility and bear no interest if paid in full within six months of the Closing Date. If the Two-Year Convertible Note is not paid in full within six months of the Closing Date, it will retroactively bear interest at 7.0 the Convertible Notes and any accrued interest will be convertible into Common Stock with a conversion price floor of $ 2.00

BASIS OF PRESENTATION AND SIG_2

BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2020
Accounting Policies [Abstract]
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
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 and six months ended June 30, 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 June 30, 2020 and operating results for the three and six months ended June 30, 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 The following accounting standards were adopted during the six months ended June 30, 2020: 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 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. 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)	6 Months Ended
	Jun. 30, 2020
Business Combinations [Abstract]
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 and six months ended June 30, 2019 giving effect to the BWR business combination as if it had occurred on January 1, 2019 (in thousands, except loss per share amount): SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES Three Six Months Months Net revenue $ 70,054 $ 132,818 Net loss $ (12,918) $ (14,603) Net loss per share- basic and diluted $ (0.17) $ (0.19) Weighted average number of shares of common stock outstanding- basic and diluted 76,439 75,888
SUMMARY OF EARNOUT OBLIGATIONS	As of June 30, 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 (in thousands): SUMMARY OF EARNOUT OBLIGATIONS 2020 2019 Payables to former Morinda stockholders: Excess Working Capital (“EWC”) payable in July 2020, net of discount $ 5,437 $ 5,283 Earnout under Series D preferred stock - 225 Total $ 5,437 $ 5,508

OTHER FINANCIAL INFORMATION (Ta

OTHER FINANCIAL INFORMATION (Tables)	6 Months Ended
	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
SCHEDULE OF INVENTORIES	Inventories consisted of the following as of June 30, 2020 and December 31, 2019 (in thousands): SCHEDULE OF INVENTORIES 2020 2019 Raw materials $ 9,125 $ 12,848 Work-in-process 2,393 872 Finished goods, net 22,454 22,998 Total inventories $ 33,972 $ 36,718
SCHEDULE OF OTHER ACCRUED LIABILITIES	As of June 30, 2020 and December 31, 2019, other accrued liabilities consisted of the following (in thousands): SCHEDULE OF OTHER ACCRUED LIABILITIES 2020 2019 Accrued commissions $ 8,600 $ 8,914 Accrued compensation and benefits 6,011 5,868 Accrued marketing events 6,269 4,568 Deferred revenue 2,576 1,358 Income taxes payable 1,747 15,227 Current portion of operating lease liabilities 6,057 5,673 Other accrued liabilities 8,865 7,843 Total accrued liabilities $ 40,125 $ 49,451
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE	Depreciation expense related to property and equipment and amortization expense related to identifiable intangible assets are as follows for the three and six months ended June 30, 2020 and 2019 (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2020 2019 2020 2019 Three Months Six Months 2020 2019 2020 2019 Depreciation $ 977 $ 888 $ 1,959 $ 1,843 Amortization 896 1,323 1,793 2,598 Total $ 1,873 $ 2,211 $ 3,752 $ 4,441

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2020
Leases [Abstract]
SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE	SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE 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 June 30, 2020, future payments under operating lease agreements are as follows (in thousands): SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS Year Ending December 31, Remainder of 2020 $ 3,991 2021 7,401 2022 5,863 2023 5,334 2024 5,011 Thereafter 29,191 Total operating lease payments 56,791 Less imputed interest (16,039) (1) Present value of operating lease payments $ 40,752 (1) Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2020
Debt Disclosure [Abstract]
SUMMARY OF DEBT	As of June 30, 2020 and December 31, 2019, debt consisted of the following (in thousands): SUMMARY OF DEBT 2020 2019 EWB Credit Facility: Term loan, net of discount of $576 $448 $ 13,424 $ 14,302 Revolver - 9,700 PPP Loan payable, interest at 1.0% unsecured due April 2022 6,868 - Installment notes payable 5 8 Total 20,297 24,010 Less current maturities (1,505) (11,208) Long-term debt, less current maturities $ 18,792 $ 12,802
SUMMARY FUTURE DEBT MATURITIES	As of June 30, 2020, the scheduled future maturities of long-term debt, exclusive of discount accretion, were as follows: SUMMARY FUTURE DEBT MATURITIES Year Ending December 31, Remainder of 2020 $ 752 2021 1,503 2022 8,368 2023 10,250 Total $ 20,873

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	6 Months Ended
	Jun. 30, 2020
Equity [Abstract]
SCHEDULE OF CHANGES IN STOCKHOLDERS' EQUITY	Changes in stockholders’ equity for the three months ended June 30, 2020 and 2019 were as follows (in thousands): SCHEDULE OF CHANGES IN STOCKHOLDERS' EQUITY Shares Amount Amount Amount Amount Amount Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Three Months Ended June 30, 2020 Shares Amount Capital (Loss) Deficit Total Balances, March 31, 2020 87,245 $ 87 $ 213,385 $ (589) $ (124,089) $ 88,794 Issuance of Common Stock: ATM Agreement, net of offering costs 11,191 11 16,731 - - 16,742 Exercise of stock options - - - - - - Vesting of restricted stock awards 6 - - - - - Stock-based compensation expense - - 1,085 - - 1,085 Fair value of warrant issued for license agreement Employee services Employee services, shares Net change in other comprehensive income - - - 448 - 448 Net loss - - - - (9,554) (9,554) Balances, June 30, 2020 98,442 $ 98 $ 231,201 $ (141) $ (133,643) $ 97,515 Three Months Ended June 30, 2019 Balances, March 31, 2019 75,393 $ 75 $ 179,592 $ 1,053 $ (24,252) $ 156,468 Issuance of Common Stock: ATM Agreement, net of offering costs 2,225 2 11,139 - - 11,141 Employee services 6 - 31 - - 31 Stock-based compensation expense - - 434 - - 434 Fair value of warrant issued for license agreement - - 838 - - 838 Net change in other comprehensive income - - - 569 - 569 Net loss - - - - (11,681) (11,681) Balances, June 30, 2019 77,624 $ 77 $ 192,034 $ 1,622 $ (35,933) $ 157,800
SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT	SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT Number Gross Proceeds Offering Costs Net Description Of Shares Per Share Amount Commissions Other Proceeds Six Months Ended June 30, 2020: Three months ended March 31, 2020 4,939 $ 1.73 $ 8,545 $ (257) $ (3) $ 8,285 Three months ended June 30, 2020 11,191 $ 1.54 17,270 (436) (91) 16,743 Total 16,130 $ 1.60 $ 25,815 $ (693) $ (94) $ 25,028 Six Months Ended June 30, 2019: Three months ended March 31, 2019 - $ - $ - $ - $ - $ - Three months ended June 30, 2019 2,225 $ 5.27 11,733 (352) (240) 11,141 Total 2,225 $ 5.27 $ 11,733 $ (352) $ (240) $ 11,141

STOCK OPTIONS AND WARRANTS (Tab

STOCK OPTIONS AND WARRANTS (Tables)	6 Months Ended
	Jun. 30, 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 six months ended June 30, 2020 (shares in thousands): SCHEDULE OF STOCK OPTION ACTIVITY Shares Price (1) Term (2) Outstanding, December 31, 2019 3,551 $ 2.65 8.7 Grants 427 $ 1.80 Forfeited (290) $ 3.28 Exercised (2) $ 1.79 Outstanding, June 30, 2020 3,686 (3) $ 2.50 8.0 Vested, June 30, 2020 1,372 (3) $ 2.41 6.1 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of June 30, 2020, the closing price of the Company’s Common Stock was $1.53
SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS	For the six months ended June 30, 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: SUMMARY OF STOCK OPTIONS 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 six months ended June 30, 2020 (in thousands): SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Liability-Classified Awards (1) Liability-Classified Awards (1) 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) - - Grants of unvested awards 258 (3) 442 (3) - - Forfeitures (62) (128) (1) (2) Fair value adjustments and other 9 (1) (11) (1) Vested shares and expense (209) (4) (1,340) (4) - (4) (13) (4) Outstanding, June 30, 2020 2,449 $ 4,188 35 $ 41 Intrinsic value, June 30, 2020 $ 3,747 (5) $ 54 (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 June 30, 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 (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 six months ended June 30, 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 $1.53
SCHEDULE OF 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 and six months ended June 30, 2020 and 2019, and the unrecognized compensation expense as of June 30, 2020 and 2019 (in thousands): SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Stock-based Compensation Expense (Recovery) Unrecognized Expense Three Months Ended June 30, Six Months Ended June 30, as of June 30, 2020 2019 2020 2019 2020 2019 Plan-based stock options awards $ 471 $ (377) $ 1,096 $ 938 $ 3,680 $ 3,860 Plan-based restricted stock awards: Equity-classified 614 920 1,340 2,273 4,188 2,281 Liability-classified 7 447 13 1,012 41 1,194 Non-plan equity-classified restricted stock awards - 10 - 64 - - Total $ 1,092 $ 1,000 $ 2,449 $ 4,287 $ 7,909 $ 7,335

NET LOSS PER SHARE (Tables)

NET LOSS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2020
Earnings Per Share [Abstract]
SCHEDULE OF LOSS PER SHARE	SCHEDULE OF LOSS PER SHARE 2020 2019 Equity incentive plan awards: Stock options 3,686 2,560 Restricted stock awards 2,484 1,226 Common stock purchase warrants 311 303 Total 6,481 4,089

FINANCIAL INSTRUMENTS AND SIG_2

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables)	6 Months Ended
	Jun. 30, 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 June 30, 2020 and December 31, 2019 were as follows: SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES As of As of Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Earnout under Series D preferred stock $ - $ - $ $ - $ - $ - $ 225 $ 225 Marley earnout obligation - - - - - - - - Interest rate swap liability - 406 - 406 - 99 - 99 Total $ - $ 406 $ - $ 406 $ - $ 99 $ 225 $ 324

SEGMENTS AND GEOGRAPHIC CONCE_2

SEGMENTS AND GEOGRAPHIC CONCENTRATIONS (Tables)	6 Months Ended
	Jun. 30, 2020
Segment Reporting [Abstract]
SUMMARY OF SEGMENT REPORTING	Net revenue by reporting segment for the three and six months ended June 30, 2020 and 2019, was as follows (in thousands): SUMMARY OF SEGMENT REPORTING Three Months Ended Six Months Ended Segment 2020 2019 2020 2019 Noni by NewAge $ 46,861 $ 52,060 $ 96,971 $ 100,282 NewAge 15,776 14,288 29,359 24,373 Net revenue $ 62,637 $ 66,348 $ 126,330 $ 124,655 Gross profit by reporting segment for the three and six months ended June 30, 2020 and 2019, was as follows (in thousands): Three Months Ended Six Months Ended Segment 2020 2019 2020 2019 Noni by NewAge $ 35,903 $ 40,469 $ 75,509 $ 78,174 NewAge 2,175 1,180 4,093 2,051 Gross profit $ 38,078 $ 41,649 $ 79,602 $ 80,225 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Assets by reporting segment as of June 30, 2020 and December 31, 2019, were as follows (in thousands): Segment 2020 2019 Noni by NewAge $ 186,304 $ 201,600 NewAge 55,708 49,530 Total assets $ 242,012 $ 251,130 Depreciation and amortization expense by reporting segment, including amounts charged to cost of goods sold for the three and six months ended June 30, 2020 and 2019, was as follows (in thousands): Three Months Ended Six Months Ended Segment 2020 2019 2020 2019 Noni by NewAge $ 1,725 $ 1,671 $ 3,444 $ 3,366 NewAge 148 534 308 1,075 Total depreciation and amortization $ 1,873 $ 2,205 $ 3,752 $ 4,441 Capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the three and six months ended June 30, 2020 and 2019, were as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, Segment 2020 2019 2020 2019 Noni by NewAge $ 286 $ 461 $ 1,753 $ 577 NewAge 103 576 227 1,709 Total capital expenditures $ 389 $ 1,037 $ 1,980 $ 2,286
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 and six months ended June 30, 2020 and 2019 (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION Three Months Ended Six Months Ended 2020 2019 2020 2019 United States of America $ 22,531 $ 19,965 $ 41,916 $ 36,420 Japan 20,940 23,238 41,807 43,938 China 11,181 13,407 26,156 26,562 Other countries 7,985 9,738 16,451 17,735 Net revenue $ 62,637 $ 66,348 $ 126,330 $ 124,655

BASIS OF PRESENTATION AND SIG_3

BASIS OF PRESENTATION AND SIGNFICANT ACCOUNTING POLICIES (Details Narrative)	6 Months Ended
	Jun. 30, 2020Segments
Accounting Policies [Abstract]
Number of segments	2

LIQUIDITY AND GOING CONCERN (De

LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended		6 Months Ended
	Apr. 30, 2020	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Apr. 14, 2020	Mar. 31, 2020	Dec. 31, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accumulated deficit		$ 133,600		$ 133,600
Net loss				21,200
Net cash used in operating activities				23,600
Payment of tax related to leaseback				13,100
Cash and cash equivalents		40,700		$ 40,700				$ 60,800
Amendment description				The Fourth Amendment permitted the Company to repurchase shares of its common stock, par value $0.001 per share (“Common Stock”) up to $1.2 million with a corresponding increase in the requirement for equity infusions from $30.0 million to approximately $31.2 million.
Proceeds from issuance of common stock				$ 25,122	$ 11,380
Selling, General and Administrative Expense		$ 26,277	$ 28,175	56,885	$ 55,017
Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Selling, General and Administrative Expense	$ 5,800
ATM Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cumulative equity infusions				5,400
Proceeds from issuance of common stock				25,800
Paycheck Protection Program [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate principal amount						$ 6,900
EWB Credit Facility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted cash							$ 15,100
Cumulative equity infusions				$ 30,000

SCHEDULE OF UNAUDITED PRO FORMA

SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Business Combinations [Abstract]
Net revenue	$ 70,054	$ 132,818
Net loss	$ (12,918)	$ (14,603)
Net loss per share- basic and diluted	$ (0.17)	$ (0.19)
Weighted average number of shares of common stock outstanding- basic and diluted	76,439,000	75,888,000

SUMMARY OF EARNOUT OBLIGATIONS

SUMMARY OF EARNOUT OBLIGATIONS (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Business Acquisition [Line Items]
Total	$ 5,437	$ 5,508
EWC payable in July 2020 [Member]
Business Acquisition [Line Items]
Total	5,437	5,283
Earnout under Series D Preferred Stock [Member]
Business Acquisition [Line Items]
Total		$ 225

BUSINESS COMBINATIONS (Details

BUSINESS COMBINATIONS (Details Narrative) - USD ($) $ in Thousands	Dec. 21, 2018	May 31, 2020	Jul. 31, 2019	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Business Acquisition [Line Items]
Number of shares issued				11,191	4,939	2,225		16,130	2,225
Milestone Dividend [Member]
Business Acquisition [Line Items]
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]
Business Acquisition [Line Items]
Dividend amount		$ 300
Minimum [Member] | Milestone Dividend [Member]
Business Acquisition [Line Items]
Expected EBITDA adjusted dividend amount										$ 20,000
Morinda Merger Agreement [Member] | Series D Preferred Stock [Member]
Business Acquisition [Line Items]
Number of shares issued	43,804
Morinda Merger Agreement [Member] | Series D Preferred Stock [Member] | Maximum [Member]
Business Acquisition [Line Items]
Payment of potential amount	$ 15,000
Brands Within Reach, LLC [Member]
Business Acquisition [Line Items]
Payments to acquire businesses, gross			$ 1,500
Business acquisition, shares issued			107,602
Business acquisition, shares issued value			$ 453
Post-acquisition, net revenue				$ 2,800				$ 4,900
Post-acquisition, net loss				$ 300				$ 2,600

SCHEDULE OF INVENTORIES (Detail

SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Raw materials	$ 9,125	$ 12,848
Work-in-process	2,393	872
Finished goods, net	22,454	22,998
Total inventories	$ 33,972	$ 36,718

SCHEDULE OF OTHER ACCRUED LIABI

SCHEDULE OF OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accrued commissions	$ 8,600	$ 8,914
Accrued compensation and benefits	6,011	5,868
Accrued marketing events	6,269	4,568
Deferred revenue	2,576	1,358
Income taxes payable	1,747	15,227
Current portion of operating lease liabilities	6,057	5,673
Other accrued liabilities	8,865	7,843
Total accrued liabilities	$ 40,125	$ 49,451

SCHEDULE OF DEPRECIATION AND AM

SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 977	$ 888	$ 1,959	$ 1,843
Amortization	896	1,323	1,793	2,598
Total	$ 1,873	$ 2,211	$ 3,752	$ 4,441

OTHER FINANCIAL INFORMATION (De

OTHER FINANCIAL INFORMATION (Details Narrative) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Emloyee benefit costs	$ 5.8
Severance costs		$ 0.9

SUMMARY OF SELLING PRICE AND RE

SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE (Details) - USD ($) $ in Thousands	Mar. 22, 2019	Jun. 30, 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

SUMMARY OF FUTURE MINIMUM LEASE

SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands		Jun. 30, 2020	Mar. 22, 2019
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items]
Remainder of 2020		$ 3,991
2021		7,401
2022		5,863
2023		5,334
2024		5,011
Thereafter		29,191
Total minimum lease payments		56,791
Less imputed interest	[1]	(16,039)
Present value of minimum lease payments		$ 40,752	$ 14,300
Minimum [Member]
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items]
Lease corporate borrowing rates		2.00%
Maximum [Member]
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items]
Lease corporate borrowing rates		10.00%
[1]	Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($) $ in Thousands	Mar. 22, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Sale of land	$ 57,100
Lease term	27 years
Lease cost				$ 186
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
Operating Lease, Weighted Average Discount Rate, Percent	3.50%					5.60%
Operating Lease, Weighted Average Remaining Lease Term	20 years	12 years		12 years		12 years 6 months
[custom:GrossOperatingLeaseLiability-0]	$ 31,900
[custom:DeferredLeaseFinancingObligations]	17,600
Operating Lease, Liability	$ 14,300	$ 40,752		$ 40,752
Operating lease expired description				The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between July 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.
Payments for Rent		2,600	$ 2,900	$ 5,100	$ 5,200
Impairment charges		$ 400	$ 1,500	400	$ 1,500	$ 800
Japan, Yen
Lease cost				$ 20,000

SUMMARY OF DEBT (Details)

SUMMARY OF DEBT (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Debt Disclosure [Abstract]
Term loan, net of discount of $576 and $448 as of June 30, 2020 and December 31, 2019, respectively	$ 13,424	$ 14,302
Debt discount	576	448
Revolver		9,700
PPP Loan payable, interest at 1.0%, unsecured, due April 2022	$ 6,868
Interest rate percentage	1.00%	1.00%
Loan payable collateral	unsecured	unsecured
Debt maturity date, description	due April 2022	due April 2022
Installment notes payable	$ 5	$ 8
Total	20,297	24,010
Less current maturities	(1,505)	(11,208)
Long-term debt, less current maturities	$ 18,792	$ 12,802

SUMMARY FUTURE DEBT MATURITIES

SUMMARY FUTURE DEBT MATURITIES (Details) $ in Thousands	Jun. 30, 2020USD ($)
Debt Disclosure [Abstract]
Remainder of 2020	$ 752
2021	1,503
2022	8,368
2023	10,250
Total	$ 20,873

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($) $ in Thousands	Apr. 14, 2020	Mar. 29, 2019	Mar. 29, 2019	Jun. 30, 2020	Dec. 31, 2019	Mar. 31, 2020
Debt Instrument [Line Items]
Interest rate percentage				1.00%	1.00%
Debt maturity date, description				due April 2022	due April 2022
EWB Revolver [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Interest rate percentage		0.50%	0.50%
Loan and Security Agreement [Member]
Debt Instrument [Line Items]
Debt maturity date		Mar. 29, 2023
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”).
Aggregate principal amount		$ 15,000	$ 15,000
Increase amount in principal amount		25,000	25,000
Line of Credit Facility, Maximum Borrowing Capacity		$ 10,000	$ 10,000
Outstanding borrowing credit facility, percentage					5.25%
Loan and Security Agreement [Member] | Prime Rate [Member]
Debt Instrument [Line Items]
Interest rate percentage				3.25%	4.75%
Outstanding borrowing credit facility, percentage				5.25%
Restricted cash				$ 14,700		$ 15,100
Loan and Security Agreement [Member] | EWB Credit Facility Revolver [Member] | Minimum [Member]
Debt Instrument [Line Items]
Interest rate percentage		0.50%	0.50%
Loan and Security Agreement [Member] | EWB Credit Facility Revolver [Member] | Maximum [Member]
Debt Instrument [Line Items]
Interest rate percentage		2.00%	2.00%
Loan and Security Agreement [Member] | Term Loan [Member]
Debt Instrument [Line Items]
Monthly principal payments amount				125,000
Paycheck Protection Program [Member]
Debt Instrument [Line Items]
Aggregate principal amount	$ 6,900
Interest rate percentage	1.00%
Debt maturity date, description	the Company will be required to pay interest at 1.0% and, commencing in October 2020, 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, including if the SBA subsequently reaches an audit determination that the Company does not meet the eligibility criteria.
Paycheck Protection Program [Member] | Scenario One [Member]
Debt Instrument [Line Items]
Debt maturity date, description		In March 2020, the Company made 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 principal payments under the EWB Term Loan after the amendment date.
Paycheck Protection Program [Member] | Scenario Two [Member]
Debt Instrument [Line Items]
Debt maturity date, description		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.
Paycheck Protection Program [Member] | Scenario Three [Member]
Debt Instrument [Line Items]
Debt maturity date, description		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.
Paycheck Protection Program [Member] | Scenario Four [Member]
Debt Instrument [Line Items]
Debt maturity date, description		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.
Paycheck Protection Program [Member] | Scenario Five [Member]
Debt Instrument [Line Items]
Debt maturity date, description		The Company was required to obtain equity infusions for at least $15.0 million for the six months ended June 30, 2020. As discussed in Note 7, the Company received gross proceeds of $25.8 million for the six months ended June 30, 2020.
Paycheck Protection Program [Member] | Scenario Six [Member]
Debt Instrument [Line Items]
Debt maturity date, description		The Company was required to obtain equity infusions for gross proceeds of $30.0 million for the year ending December 31, 2020. Pursuant to the Fourth Amendment discussed in Note 14, this amount was increased by up to $1.2 million if the Company redeems shares of its Common Stock for the year ending December 31, 2020. The Company made stock repurchases for approximately $1.2 million in July 2020 whereby equity infusions for gross proceeds of $31.2 million are now required for the year ending December 31, 2020. After deducting gross proceeds of $25.8 million received for the six months ended June 30, 2020, additional equity infusions that result in gross proceeds of $5.4 million must be received by December 31, 2020.
Third Amendment Modified Credit Facility [Member] | EWB Revolver [Member]
Debt Instrument [Line Items]
Debt issuance cost				$ 200

SCHEDULE OF CHANGES IN STOCKHOL

SCHEDULE OF CHANGES IN STOCKHOLDERS' EQUITY (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances, March 31, 2019	$ 88,794	$ 156,468
ATM Agreement, net of offering costs	16,742	11,141	$ 25,028	$ 11,141
Exercise of stock options			$ 4	418
Exercise of stock options, shares			2,000
Vesting of restricted stock awards
Stock-based compensation expense	1,085	434	2,323	2,561
Fair value of warrant issued for license agreement		838		838
Employee services		31		31
Net change in other comprehensive income	448	569	(943)	996
Net loss	(9,554)	(11,681)	(21,172)	(13,297)
Balances, June 30, 2019	97,515	157,800	97,515	157,800
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances, March 31, 2019	$ 87	$ 75
Balance, shares	87,245,000	75,393,000
ATM Agreement, net of offering costs	$ 11	$ 2	$ 16	$ 2
ATM public offering, net of offering costs, shares	11,191,000	2,225,000	16,130,000	2,225,000
Exercise of stock options
Exercise of stock options, shares			2,000	200,000
Vesting of restricted stock awards
Vesting of restricted stock awards, shares	6,000		437,000
Stock-based compensation expense
Fair value of warrant issued for license agreement
Employee services
Employee services, shares		6,000
Net change in other comprehensive income
Net loss
Balances, June 30, 2019	$ 98	$ 77	$ 98	$ 77
Balance, shares	98,442,000	77,624,000	98,442,000	77,624,000
Additional Paid-in Capital [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances, March 31, 2019	$ 213,385	$ 179,592
ATM Agreement, net of offering costs	16,731	11,139	$ 25,012	$ 11,139
Exercise of stock options			4	418
Vesting of restricted stock awards
Stock-based compensation expense	1,085	434	2,323	2,561
Fair value of warrant issued for license agreement		838		838
Employee services		31		31
Net change in other comprehensive income
Net loss
Balances, June 30, 2019	231,201	192,034	231,201	192,034
AOCI Attributable to Parent [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances, March 31, 2019	(589)	1,053
ATM Agreement, net of offering costs
Exercise of stock options
Vesting of restricted stock awards
Stock-based compensation expense
Fair value of warrant issued for license agreement
Employee services
Net change in other comprehensive income	448	569	(943)	996
Net loss
Balances, June 30, 2019	(141)	1,622	(141)	1,622
Retained Earnings [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Balances, March 31, 2019	(124,089)	(24,252)
ATM Agreement, net of offering costs
Exercise of stock options
Vesting of restricted stock awards
Stock-based compensation expense
Fair value of warrant issued for license agreement
Employee services
Net change in other comprehensive income
Net loss	(9,554)	(11,681)	(21,172)	(13,297)
Balances, June 30, 2019	$ (133,643)	$ (35,933)	$ (133,643)	$ (35,933)

SUMMARY OF COMMON STOCK PURSUAN

SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019
Equity [Abstract]
Number of shares issued	11,191	4,939	2,225		16,130	2,225
Gross proceeds, per share	$ 1.54	$ 1.73	$ 5.27		$ 1.60	$ 5.27
Gross proceeds	$ 17,270	$ 8,545	$ 11,733		$ 25,815	$ 11,733
Offering costs, commissions	(436)	(257)	(352)		(693)	(352)
Offering costs, other	(91)	(3)	(240)		(94)	(240)
Net proceeds	$ 16,743	$ 8,285	$ 11,141		$ 25,028	$ 11,141

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ in Thousands	Apr. 30, 2019	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020
Subsidiary, Sale of Stock [Line Items]
Proceeds from Issuance of Common Stock						$ 25,122	$ 11,380
Stock Issued During Period, Shares, New Issues		11,191	4,939	2,225		16,130	2,225
Placement Shares [Member] | ATM Offering Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during the period, value	$ 100,000					$ 25,800		$ 46,500
Agreement termination, description	ATM Agreement was amended and restated to eliminate the previous 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.
Agreement termination date	Apr. 30, 2020
Proceeds from Issuance of Common Stock	$ 30,000
Stock Issued During Period, Shares, New Issues						16,100,000		22,100,000
[custom:CommissionAndFeesOnSaleOfShares]						$ 800
Placement Shares [Member] | ATM Offering Agreement [Member] | Gross Proceeds Upto $30 Million [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of agent commission equal to gross proceeds	3.00%
Placement Shares [Member] | ATM Offering Agreement [Member] | Gross Proceeds Exceeds $30 Million [Member]
Subsidiary, Sale of Stock [Line Items]
Percentage of agent commission equal to gross proceeds	2.50%

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares		6 Months Ended
		Jun. 30, 2020
Share-based Payment Arrangement [Abstract]
Options outstanding, beginning of period		3,551,000
Weighted average grant date fair value outstanding, beginning balance	[1]	$ 2.65
Weighted average remaining contractual term, beginning balance	[2]	8 years 8 months 12 days
Options outstanding, beginning of period		427,000
Weighted average grant date fair value outstanding, beginning balance	[1]	$ 1.80
Options outstanding, beginning of period		(290,000)
Weighted average grant date fair value outstanding, beginning balance	[1]	$ 3.28
Options outstanding, beginning of period		(2,000)
Weighted average grant date fair value outstanding, beginning balance	[1]	$ 1.79
Options outstanding, beginning of period	[3]	3,686,000
Weighted average grant date fair value outstanding, beginning balance	[1]	$ 2.50
Weighted average remaining contractual term, ending balance	[2]	8 years
Options outstanding, beginning of period	[3]	1,372,000
Weighted average grant date fair value outstanding, beginning balance	[1]	$ 2.41
Weighted average remaining contractual term, vested	[2]	6 years 1 month 6 days
Common stock price per share		$ 1.53
[1]	Represents the weighted average exercise price.
[2]	Represents the weighted average remaining contractual term until the stock options expire.
[3]	As of June 30, 2020, the closing price of the Company’s Common Stock was $1.53

SUMMARY OF STOCK OPTIONS WEIGHT

SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS (Details)	6 Months Ended
	Jun. 30, 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%

SCHEDULE OF RESTRICTED STOCK AW

SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) $ / shares in Units, $ in Thousands	6 Months Ended
	Jun. 30, 2020USD ($)$ / sharesshares
Equity Incentive Plans Equity Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, outstanding, beginning of period | shares	2,123
Unvested compensation, outstanding, beginning of period | $	$ 4,605
Number of shares, shares issued to board members | shares	339	[1]
Unvested compensation, shares issued to Board members | $	$ 600	[1]
Number of shares, Grants of unvested awards | shares	258	[2]
Unvested compensation, Grants of unvested awards | $	$ 442	[2]
Number of shares,Unvested forfeitures | shares	(62)
Unvested compensation, Forfeitures | $	$ (128)
Number of shares, Fair value adjustment and other | shares
Unvested compensation, Fair value adjustments and other | $	$ 9
Number of shares, vested shares and expense | shares	(209)	[3]
Unvested compensation, vested shares and expense | $	$ (1,340)	[3]
Number of shares, vested shares and expense | shares	209	[3]
Number of shares, outstanding, end of period | shares	2,449
Unvested compensation, outstanding, end of period | $	$ 4,188
Number of shares, Intrinsic value, end of period | $	$ 3,747	[4]
Closing price of common stock | $ / shares	$ 1.77
Equity Incentive Plans Liability Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares, outstanding, beginning of period | shares	37	[5]
Unvested compensation, outstanding, beginning of period | $	$ 67	[5]
Number of shares, shares issued to board members | shares		[5]
Unvested compensation, shares issued to Board members | $		[5]
Number of shares, Grants of unvested awards | shares		[5]
Unvested compensation, Grants of unvested awards | $		[5]
Number of shares,Unvested forfeitures | shares	(1)	[5]
Unvested compensation, Forfeitures | $	$ (2)	[5]
Number of shares, Fair value adjustment and other | shares	(1)	[5]
Unvested compensation, Fair value adjustments and other | $	$ (11)	[5]
Number of shares, vested shares and expense | shares		[3],[5]
Unvested compensation, vested shares and expense | $	$ (13)	[3],[5]
Number of shares, vested shares and expense | shares		[3],[5]
Number of shares, outstanding, end of period | shares	35	[5]
Unvested compensation, outstanding, end of period | $	$ 41	[5]
Number of shares, Intrinsic value, end of period | $	$ 54	[4],[5]
Closing price of common stock | $ / shares	$ 1.53
[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
[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 six months ended June 30, 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 $1.53
[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 June 30, 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.

SCHEDULE OF STOCK-BASED COMPENS

SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	$ 1,092	$ 1,000	$ 2,449	$ 4,287
Unrecognized compensation expense	7,909	7,335	7,909	7,335
Stock Options Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	471	(377)	1,096	938
Unrecognized compensation expense	3,680	3,860	3,680	3,860
Restricted Stock Awards [Member] | Equity Classified [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	614	920	1,340	2,273
Unrecognized compensation expense	4,188	2,281	4,188	2,281
Restricted Stock Awards [Member] | Liability Classified [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense	7	447	13	1,012
Unrecognized compensation expense	41	1,194	41	1,194
Restricted Stock Awards [Member] | Non-Plan Equity-Classified [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock-based compensation expense		10		64
Unrecognized compensation expense

STOCK OPTIONS AND WARRANTS (Det

STOCK OPTIONS AND WARRANTS (Details Narrative) - $ / shares	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Class of Warrant or Right, Outstanding	300,000
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 1.43	$ 4.65
Unrecognized stock-based compensation, weighted-average period	2 years
Equity-Classified Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation, weighted-average period	1 year 9 months 18 days
Liability-Classified Restricted Stock Awards [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation, weighted-average period	1 year 6 months

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Current Income Tax Expense (Benefit)	$ 0.6	$ 7.8	$ 1.3	$ 6.1
Percentage of pre-tax losses	6.00%	201.00%	6.00%	85.00%
U.S. federal statutory rate			21.00%
Effective Income Tax Rate Reconciliation, Percent		201.00%		85.00%
Unrecognized income tax benefits	$ 1.5		$ 1.5		$ 1.5

CONTINGENCIES (Details Narrativ

CONTINGENCIES (Details Narrative) - USD ($) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
Brent Willis [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Aggregate annual base compensation	$ 650,000
Performance bonuses annual base compensation	100.00%
Gregory Gould [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Aggregate annual base compensation	$ 500,000
Performance bonuses annual base compensation	50.00%
David Vanderveen [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Aggregate annual base compensation	$ 550,000
Performance bonuses annual base compensation	50.00%
Four Zero One K Plan [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Defined contribution plan, description		Foreign jurisdictions accounted for approximately 64% of the Company’s net revenue for the three months ended June 30, 2020. The impact of COVID-19 was a significant contributing factor for the three months ended June 30, 2020 that resulted in decreases in net revenue by 17% in China, 10% in Japan, and 18% in all other foreign countries as a group.
ASU 450 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Current liability under (ASU) 450, contingencies		$ 0.9	$ 1.9

SCHEDULE OF LOSS PER SHARE (Det

SCHEDULE OF LOSS PER SHARE (Details) - shares	6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	6,481,000	4,089,000
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	3,686,000	2,560,000
Restricted Stock Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	2,484,000	1,226,000
Common Stock Purchase Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share	311,000	303,000

SCHEDULE OF FAIR VALUE OF ASSET

SCHEDULE OF FAIR VALUE OF ASSETS AND LIABILITIES (Details) - Fair Value, Recurring [Member] - USD ($)	Jun. 30, 2020	Dec. 31, 2019
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Earnout under Series D preferred stock		$ 225
Marley earnout obligation
Interest rate swap liability	406	99
Total	406	324
Fair Value, Inputs, Level 1 [Member]
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Earnout under Series D preferred stock
Marley earnout obligation
Interest rate swap liability
Total
Fair Value, Inputs, Level 2 [Member]
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Earnout under Series D preferred stock
Marley earnout obligation
Interest rate swap liability	406	99
Total	406	99
Fair Value, Inputs, Level 3 [Member]
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share [Line Items]
Earnout under Series D preferred stock		225
Marley earnout obligation
Interest rate swap liability
Total		$ 225

FINANCIAL INSTRUMENTS AND SIG_3

FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019	Jun. 30, 2019
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
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 six months ended June 30, 2020 and 2019, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy.
Notional amount	$ 10,000
Cash and cash equivalents	40,672	$ 60,842	$ 83,580
UNITED STATES | Financial Institution One [Member]
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Cash and cash equivalents	13,900	22,200
UNITED STATES | Financial Institution Two [Member]
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Cash and cash equivalents	11,900	1,400
UNITED STATES | Financial Institution Three [Member]
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Cash and cash equivalents	3,500
CHINA | Financial Institution One [Member]
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Cash and cash equivalents	8,700	6,600
CHINA | Financial Institution Two [Member]
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items]
Cash and cash equivalents	$ 7,500	$ 3,600

SUMMARY OF SEGMENT REPORTING (D

SUMMARY OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Segment Reporting Information [Line Items]
Net revenue	$ 62,637	$ 66,348	$ 126,330	$ 124,655
Total gross profit	38,078	41,649	79,602	80,225
Total assets	242,012		242,012		$ 251,130
Total depreciation and amortization	1,873	2,205	3,752	4,441
Total capital expenditures	389	1,037	1,980	2,286
Noni By New Age [Member]
Segment Reporting Information [Line Items]
Net revenue	46,861	52,060	96,971	100,282
Total gross profit	35,903	40,469	75,509	78,174
Total assets	186,304		186,304		201,600
Total depreciation and amortization	1,725	1,671	3,444	3,366
Total capital expenditures	286	461	1,753	577
New Age [Member]
Segment Reporting Information [Line Items]
Net revenue	15,776	14,288	29,359	24,373
Total gross profit	2,175	1,180	4,093	2,051
Total assets	55,708		55,708		$ 49,530
Total depreciation and amortization	148	534	308	1,075
Total capital expenditures	$ 103	$ 576	$ 227	$ 1,709

SCHEDULE OF NET REVENUE BY GEOG

SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2020	Jun. 30, 2019	Jun. 30, 2020	Jun. 30, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 62,637	$ 66,348	$ 126,330	$ 124,655
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	22,531	19,965	41,916	36,420
JAPAN
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	20,940	23,238	41,807	43,938
CHINA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	11,181	13,407	26,156	26,562
Other Countries [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total revenue	$ 7,985	$ 9,738	$ 16,451	$ 17,735

SEGMENTS AND GEOGRAPHIC CONCE_3

SEGMENTS AND GEOGRAPHIC CONCENTRATIONS (Details Narrative) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2020	Dec. 31, 2019
Revenues from External Customers and Long-Lived Assets [Line Items]
Concentration risk, percentage	80.00%
Property and equipment, net carrying value	$ 28,223	$ 28,443
UNITED STATES
Revenues from External Customers and Long-Lived Assets [Line Items]
Property and equipment, net carrying value	$ 22,600	$ 22,100

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands	Jul. 20, 2020	Jul. 06, 2020	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2019	Mar. 31, 2019	Jun. 30, 2020	Jun. 30, 2019	Dec. 31, 2019
Subsequent Event [Line Items]
Number of shares of common stock purchased			11,191	4,939	2,225		16,130	2,225
Notes payable			$ 20,297				$ 20,297		$ 24,010
Maturity date, description							due April 2022		due April 2022
Interest rate			1.00%				1.00%		1.00%
Subsequent Event [Member] | Two Year Convertible Note [Member]
Subsequent Event [Line Items]
Interest rate	7.00%
Conversion description	the Convertible Notes and any accrued interest will be convertible into Common Stock with a conversion price floor of $2.00 per share of Common Stock, a conversion price cap of $6.00 per share of Common Stock, and the automatic conversion into Common Stock if the market price of the Common Stock reaches $6.00 per share
Conversion price	$ 2
Subsequent Event [Member] | Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Notes payable	$ 10,000
Subsequent Event [Member] | Convertible Promissory Note One [Member]
Subsequent Event [Line Items]
Notes payable	$ 141,300
Maturity date, description	matures 24 months from the Closing Date
Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Notes payable	18,000,000
Subsequent Event [Member] | Chief Executive Officer [Member]
Subsequent Event [Line Items]
Number of shares of common stock purchased		780,000
Stock issued price per share		$ 1.53
Purchase price		$ 1,200
Subsequent Event [Member] | Sellers [Member]
Subsequent Event [Line Items]
Notes payable	$ 25,000
Subsequent Event [Member] | Frederick Cooper [Member]
Subsequent Event [Line Items]
Number of shares issued in consideration	7,000,000
Subsequent Event [Member] | Fourth Amendment [Member]
Subsequent Event [Line Items]
Number of repurchase of shares, value		1,200
Subsequent Event [Member] | Fourth Amendment [Member] | Minimum [Member]
Subsequent Event [Line Items]
Number of repurchase of shares, value		30,000
Subsequent Event [Member] | Fourth Amendment [Member] | Maximum [Member]
Subsequent Event [Line Items]
Number of repurchase of shares, value		$ 31,200