Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Mar. 12, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Period Focus | FY | ||
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 Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 145,157,000 | ||
Entity Common Stock, Shares Outstanding | 135,389,876 | ||
ICFR Auditor Attestation Flag | true |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 43,711 | $ 60,842 |
Trade accounts receivable, net of allowance of $582 and $535, respectively | 12,341 | 11,012 |
Inventories | 48,051 | 36,718 |
Current portion of restricted cash | 10,000 | |
Prepaid expenses and other | 13,032 | 4,384 |
Total current assets | 127,135 | 112,956 |
Long-term assets: | ||
Identifiable intangible assets, net | 169,611 | 43,443 |
Goodwill | 54,993 | 10,284 |
Right-of-use lease assets | 38,764 | 38,458 |
Property and equipment, net | 28,076 | 28,443 |
Restricted cash, net of current portion | 11,524 | 3,729 |
Deferred income taxes | 7,782 | 9,128 |
Deposits and other | 5,297 | 4,689 |
Total assets | 443,182 | 251,130 |
Current liabilities: | ||
Accounts payable | 22,774 | 13,259 |
Accrued liabilities | 70,007 | 49,451 |
Current portion of business combination liabilities | 11,750 | 5,508 |
Current maturities of long-term debt | 18,016 | 11,208 |
Total current liabilities | 122,547 | 79,426 |
Long-term liabilities: | ||
Business combination liabilities, net of current portion | 95,826 | |
Long-term debt, net of current maturities | 16,181 | 12,802 |
Operating lease liabilities, net of current portion: | ||
Lease liability | 34,788 | 35,513 |
Deferred lease financing obligation | 15,882 | 16,541 |
Deferred income taxes | 5,391 | 5,441 |
Other | 8,313 | 9,132 |
Total liabilities | 298,928 | 158,855 |
Commitments and contingencies (Note 14) | ||
Redeemable Common Stock, 800 shares as of December 31, 2020 | 2,101 | |
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share. Authorized 1,000 shares; no shares issued and outstanding | ||
Common Stock; $0.001 par value. Authorized 200,000 shares; issued and outstanding 99,146 and 81,873 shares as of December 31, 2020 and 2019, respectively | 99 | 82 |
Additional paid-in capital | 236,732 | 203,862 |
Obligation to issue 19,704 shares of Common Stock as of December 31, 2020 | 54,186 | |
Note receivable for stock subscription | (1,250) | |
Accumulated other comprehensive income | 4,201 | 802 |
Accumulated deficit | (151,815) | (112,471) |
Total stockholders’ equity | 142,153 | 92,275 |
Total liabilities, redeemable Common Stock, and stockholders’ equity | $ 443,182 | $ 251,130 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, net of allowance | $ 582 | $ 535 |
Redeemable common stock | 800 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 99,146 | 81,873 |
Common Stock, shares outstanding | 99,146 | 81,873 |
Obligation to issuance of common stock, shares issued | 19,704 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenue | $ 279,471 | $ 253,708 |
Cost of goods sold | 101,982 | 101,001 |
Gross profit | 177,489 | 152,707 |
Operating expenses: | ||
Selling, general and administrative | 113,209 | 114,982 |
Commissions | 85,877 | 75,961 |
Depreciation and amortization expense | 8,515 | 8,382 |
Loss on disposal of Divested Business | 3,446 | |
Financial advisor and other transaction costs | 895 | |
Gain on change in fair value of earnout obligations | (13,809) | |
Right-of-use assets | 400 | 2,265 |
Goodwill and identifiable intangible assets | 44,925 | |
Total operating expenses | 212,342 | 232,706 |
Operating loss | (34,853) | (79,999) |
Non-operating income (expense): | ||
Interest expense | (4,036) | (3,677) |
Gain (loss) from change in fair value of derivatives, net | (213) | 371 |
Interest and other income (expense), net | 1,653 | (227) |
Gain from sale of property and equipment | 6,365 | |
Loss before income taxes | (37,449) | (77,167) |
Income tax expense | (1,895) | (12,668) |
Net loss | (39,344) | (89,835) |
Other comprehensive income: | ||
Foreign currency translation adjustments, net of tax | 3,399 | 176 |
Comprehensive loss | $ (35,945) | $ (89,659) |
Net loss per share attributable to common stockholders (basic and diluted) | $ (0.41) | $ (1.16) |
Weighted average number of shares of Common Stock outstanding (basic and diluted) | 96,348 | 77,252 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Obligation To Issue Common Stock [Member] | Notes Receivable For Stock Subscription [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balances, December 31, 2019 at Dec. 31, 2018 | $ 75 | $ 176,471 | $ 626 | $ (22,636) | $ 154,536 | ||
Shares, Outstanding, Beginning Balance at Dec. 31, 2018 | 75,067,000 | ||||||
In ATM public offering, net of offering costs | $ 6 | 19,517 | 19,523 | ||||
ATM public offering, net of offering costs, shares | 5,957,000 | ||||||
In exchange for note receivable, shares | |||||||
Grant of restricted stock awards | 500 | 500 | |||||
Grant of restricted stock awards, shares | 91,000 | ||||||
Upon vesting of restricted stock awards | |||||||
Upon vesting of restricted stock awards, shares | 269,000 | ||||||
Business combination with BWR | 453 | 453 | |||||
Business combination with BWR, shares | 108,000 | ||||||
Employee services | 65 | 65 | |||||
Employee services, shares | 16,000 | ||||||
Acquisition of patents | 163 | 163 | |||||
Acquisition of patents, shares | 60,000 | ||||||
For exercise of stock options | $ 1 | 623 | 624 | ||||
For exercise of stock options, shares | 305,000 | ||||||
Purchase and retirement of common stock | |||||||
Purchase and retirement of common stock, shares | |||||||
Stock-based compensation expense | 5,232 | 5,232 | |||||
Fair value of warrants issued for identifiable intangible assets | 838 | 838 | |||||
Net change in accumulated other comprehensive income | 176 | 176 | |||||
Net loss | (89,835) | (89,835) | |||||
Balances, December 31, 2020 at Dec. 31, 2019 | $ 82 | 203,862 | 802 | (112,471) | 92,275 | ||
Shares, Outstanding, Ending Balance at Dec. 31, 2019 | 81,873,000 | ||||||
In Ariix business combination | 54,186 | 54,186 | |||||
In ATM public offering, net of offering costs | $ 16 | 24,942 | 24,958 | ||||
ATM public offering, net of offering costs, shares | 16,130,000 | ||||||
In exchange for note receivable | $ 1 | 1,249 | (1,250) | ||||
In exchange for note receivable, shares | 692,000 | ||||||
Upon vesting of restricted stock awards | $ 1 | (1) | |||||
Upon vesting of restricted stock awards, shares | 900,000 | ||||||
For exercise of stock options | 655 | 655 | |||||
For exercise of stock options, shares | 331,000 | ||||||
Purchase and retirement of common stock | $ (1) | (1,192) | (1,193) | ||||
Purchase and retirement of common stock, shares | (780,000) | ||||||
Stock-based compensation expense | 4,479 | 4,479 | |||||
Net change in accumulated other comprehensive income | 3,399 | 3,399 | |||||
Net loss | (39,344) | (39,344) | |||||
Balances, December 31, 2020 at Dec. 31, 2020 | $ 99 | 236,732 | 54,186 | (1,250) | 4,201 | (151,815) | 142,153 |
Shares, Outstanding, Ending Balance at Dec. 31, 2020 | 99,146,000 | ||||||
Issuance of Class A and Class B Warrants | $ 2,738 | $ 2,738 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (39,344) | $ (89,835) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 8,928 | 8,759 |
Non-cash lease expense | 5,341 | 7,086 |
Loss on disposal of Divested Business | 3,446 | |
Stock-based compensation expense | 4,638 | 6,388 |
Long-lived asset impairment expense | 400 | 47,190 |
Accretion and amortization of debt discount and issuance costs | 1,705 | 1,937 |
Loss (gain) from change in fair value of derivatives | 213 | (371) |
Expense for make-whole premium and other | 206 | 480 |
Deferred income tax expense (benefit) | 192 | (4,944) |
Gain on change in fair value of derivative and earnout obligations | (13,809) | |
Loss (gain) from sale of property and equipment | 242 | (6,365) |
Changes in operating assets and liabilities, net of effects of business combinations: | ||
Accounts receivable | 1,511 | (501) |
Inventories | 5,758 | 2,792 |
Prepaid expenses, deposits and other | 95 | 902 |
Accounts payable | (4,683) | 907 |
Other accrued liabilities | (22,899) | 7,583 |
Net cash used in operating activities | (34,251) | (31,801) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds received from buyer of Divested Businesses, net of cash conveyed of $209 | 381 | |
Capital expenditures for property and equipment | (2,471) | (5,357) |
Cash advance under unsecured promissory note | (1,250) | |
Cash acquired in Ariix business combination | 7,408 | |
Proceeds from sale of equipment | 411 | |
Net proceeds from sale of land and building in Japan | 37,548 | |
Security deposit under sale leaseback arrangement | (1,799) | |
Cash paid in business combinations, net of cash acquired | (963) | |
Net cash provided by investing activities | 4,479 | 29,429 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from private placement of Senior Notes, Common Stock and Warrants | 30,000 | |
Proceeds from borrowings | 6,868 | 61,288 |
Principal payments on borrowings | (24,450) | (43,887) |
Debt issuance costs paid | (1,717) | (951) |
Cash paid for make-whole premium on early prepayment of debt | (134) | (480) |
Proceeds from issuance of common stock | 25,122 | 20,102 |
Payments for deferred offering costs | (164) | (479) |
Proceeds from exercise of stock options | 655 | 624 |
Purchase and retirement of 780 shares of Common Stock | (1,193) | |
Principal payments on business combination obligations | (5,802) | (34,000) |
Payments under deferred lease financing obligation | (641) | (463) |
Proceeds from deferred lease financing obligation | 17,640 | |
Net cash provided by financing activities | 28,544 | 19,394 |
Effect of foreign currency translation changes | 1,892 | 1,693 |
Net change in cash, cash equivalents and restricted cash | 664 | 18,715 |
Cash, cash equivalents and restricted cash at beginning of year | 64,571 | 45,856 |
Cash, cash equivalents and restricted cash at end of year | 65,235 | 64,571 |
SUMMARY OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH: | ||
Cash and cash equivalents at end of year | 43,711 | 60,842 |
Current portion of restricted cash at end of year | 10,000 | |
Long-term portion of restricted cash at end of year | 11,524 | 3,729 |
Total | 65,235 | 64,571 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,529 | 719 |
Cash paid for income taxes | 15,820 | 3,462 |
Cash paid for amounts included in the measurement of operating lease liabilities | 9,577 | 8,942 |
Right-of-use assets acquired in exchange for operating lease liabilities | 6,642 | 29,368 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of Common Stock for unsecured promissory note receivable | 1,250 | |
Increase in payables for capital expenditures | 80 | |
Fair value of warrants issued for license agreement | 838 | |
Restricted stock granted for prepaid compensation | 500 | |
Issuance of common stock in business combinations | 453 | |
Issuance of shares of Common Stock for patents | 163 | |
Increase in payables for deferred offering costs | $ 100 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($)shares | |
Statement of Cash Flows [Abstract] | |
Cash conveyed for divested businesses | $ | $ 209 |
Purchase and retirement of shares of common stock | shares | 780 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NOTE 1 — NATURE OF OPERATIONS 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 changed its name to NewAge, Inc as it built out its distribution system and was in a position to drive a broader portfolio of products through that system that spans more than 50 markets worldwide with a network of more than 400,000 exclusive independent distributors (“Brand Partners”). The Company is a healthy and organic consumer products company engaged in the development and commercialization of a portfolio of brands in three core category platforms including health and wellness, healthy appearance, and nutritional performance primarily in a direct-to-consumer route to market. Legal Structure, Regulation and Consolidation The Company has four direct subsidiaries, all of which are wholly owned. These subsidiaries consist of NABC, Inc., NABC Properties, LLC (“NABC Properties”), Morinda Holdings, Inc. (“Morinda”) and Ariix LLC (“Ariix”). NABC, Inc. is a Colorado-based operating company that consolidates performance and financial results of the Company’s subsidiaries and divisions. NABC Properties administers a building owned by the Company in southern Colorado. Morinda was acquired in December 2018 and Ariix was acquired in November 2020. In addition, Morinda and Ariix have numerous subsidiaries that are in the same line of business. The Company and its subsidiaries are subject to regulation by a number of governmental agencies, including the U.S. Food and Drug Administration; Federal Trade Commission; Consumer Product Safety Commission; federal, state, and local taxing agencies; and others. In addition, the Company and its subsidiaries are subject to regulation by a number of foreign governmental agencies. The 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. 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 |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES 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 existing 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 business combination obligations and the related 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 CONSOLIDATED FINANCIAL STATEMENTS Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Cash consists of demand deposits with financial institutions. Cash equivalents consist of short-term certificates of deposit. Allowance for Doubtful Accounts Effective January 1, 2020, the Company adopted ASU 2016-13 that requires an impairment model known as the “current expected credit losses” model that is based on expected losses rather than incurred losses. Under the “current expected credit losses” model, an entity recognizes, as an allowance, its estimate of expected credit losses. Through December 2019, the Company recorded a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its trade accounts receivable. In estimating the allowance for doubtful accounts, the Company considered, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers, and general economic conditions. Under both methods, account balances are charged off against the allowance for doubtful accounts when the Company believes that it is probable that the receivable will not be recovered. Inventories Inventories are adjusted to the lower of cost and net realizable value, using the first-in, first-out method. The components of inventory cost include raw materials, labor and overhead. The determination of net realizable value involves various assumptions related to excess or slow-moving inventories, non-conforming inventories, expiration dates, current and future product demand, production planning, and market conditions. If future demand and market conditions are less favorable than management’s assumptions, additional inventory adjustments could be required in future periods. Identifiable Intangible Assets Identifiable intangible assets are recorded at the estimated acquisition date fair value. Finite lived intangible assets are amortized over the shorter of the contractual life or their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the intangible asset are expected to be generated. In connection with the Company’s business combinations, identifiable intangible assets were acquired that were recorded at estimated fair value on the date of acquisition. These assets are being amortized using the straight-line method over the estimated useful lives as follows: IDENTIFIABLE INTANGIBLE ASSETS ESTIMATED USEFUL LIFE Brand Partner distribution and sales network 10 13 Trade names 5 15 Manufacturing know-how and other 15 Non-compete agreements 3 5 China direct selling license 15 Patents and other 10 12 Leases The Company determines if contractual arrangements are considered a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, whereas assets related to finance leases are included in property and equipment. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the related obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Most of the Company’s leases do not set forth an implicit interest rate, which requires use of the Company’s estimated incremental borrowing rate to determine the present value of lease payments. The Company has a central treasury function and determines the incremental borrowing rate based on local economic conditions in the jurisdiction of the related leased property. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS When lease terms include options to extend or terminate the lease that are considered reasonably certain to be exercised, the ROU calculations give effect to the expected exercise of such options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Some of the Company’s lease agreements contain lease and non-lease components, which are generally accounted for separately. However, for certain leases, the Company elects to account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, the Company applies a portfolio approach to account for the ROU assets and operating lease liabilities. Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as follows: PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Years Buildings and improvements 28 40 Machinery and equipment 3 7 Leasehold improvements 1 20 Office furniture and equipment 3 7 Transportation equipment 3 5 Leasehold improvements are amortized over the remaining lease term or the estimated useful life of the asset, whichever is shorter. Maintenance and repairs are expensed as incurred. Depreciation commences when assets are initially placed into service for their intended use. Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually on December 31 of each year, or more frequently when events or circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered more likely than not that the fair value of the reporting unit is greater than the carrying amount, further testing of goodwill for impairment is not required. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. Impairment of Long-lived Assets Long-lived assets consist of identifiable intangible assets, property, equipment, and ROU assets, which are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for long-lived assets if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. Debt Issuance Costs and Discounts Debt issuance costs are costs incurred to obtain new debt financing or modify existing debt agreements and consist of incremental direct costs incurred for professional fees and due diligence services, including reimbursement of similar costs incurred by the lenders. Amounts paid to the lenders when a financing is consummated are a reduction of the proceeds and are treated as a debt discount. Except for revolving lines of credit, debt issuance costs and discounts are presented in the accompanying consolidated balance sheets as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method. Debt issuance costs related to revolving lines of credit are presented in the accompanying consolidated balance sheets as a long-term asset and are amortized using the straight-line method over the contractual term of the debt agreement. Unamortized deferred debt issuance costs are not charged to expense when the related debt becomes a demand obligation due to the violation of terms so long as it is probable that the lenders will either waive the violation or will agree to amend or restructure the terms of the indebtedness. If either circumstance is probable, the deferred debt issuance costs continue to be amortized over the remaining term of the initial amortization period. If it is not probable, the costs will be charged to expense. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Equity Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. Revenue Recognition Product sales are recognized when the Company satisfies its performance obligations and transfers control of the promised products to its customers, which generally occurs over a very short period of time. Performance obligations are typically satisfied by shipping or delivering products to customers, which is also the point when title transfers to customers. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the related products. Revenue consists of the gross sales price, less estimated returns and allowances for which provisions are made at the time of sale, and less certain other discounts, allowances, and personal rebates that are accounted for as a reduction from gross revenue. Shipping and handling charges that are billed to customers are included as a component of revenue and amounted to $ 7.3 5.7 Payments received for undelivered or back-ordered products are recorded as deferred revenue. The Company’s policy is to defer revenue related payments received on products ordered in the current period but not delivered until the subsequent period, initial Brand Partner fees, Brand Partner renewal fees and internet subscription fees until the products or services have been provided. Deferred revenue is included in other accrued liabilities in the consolidated balance sheets and amounted to $ 6.3 1.4 Customers are permitted to return products in unused condition during a period of six twelve 250 1.0 Customer Programs and Incentives The Company incurs customer program costs to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs and incentives are recorded as reductions to revenue or as advertising, promotional and selling expenses, based on the nature of the expenditure. The Company accounts for volume rebates made to its Brand Partners, and similar discounts and incentives, as a reduction of revenue in the accompanying consolidated statements of operations. Sales and Marketing Expenses Promotional and selling expenses consisted of sales and marketing expenses, and promotional activity expenses and are recognized in the period incurred. The Company accrues expenses for incentive trips associated with the Direct / Social Selling segment’s marketing program, which rewards certain Brand Partners with paid attendance at its conventions, meetings, and retreats. Expenses associated with incentive trips are accrued over qualification periods as they are earned. The Company specifically analyzes incentive trip accruals based on historical and current sales trends as well as contractual obligations when evaluating the adequacy of the incentive trip accrual. Actual results could result in liabilities being more or less than the amounts recorded. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Research and Development Research and development costs are primarily related to development of new product formulas. All research and development costs are expensed as incurred and amounts incurred through December 31, 2020 have not been material. Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures in the period that the forfeiture occurs, rather than estimating the number of awards that are not expected to vest in accounting for stock-based compensation. Derivatives Derivative financial instruments are recorded in the accompanying consolidated balance sheets at fair value. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded in the accompanying consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s consolidated statements of operations. Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers the relevant tax laws and regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Foreign Currency Translation The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. A majority of the Direct / Social Selling segment’s business operations occur outside the United States. The local currency of each of the Direct / Social Selling segment’s international subsidiaries and branches is used as its functional currency. All assets and liabilities are translated into U.S. dollars at exchange rates existing at the consolidated balance sheet date, and net revenue and expenses are translated at monthly average exchange rates. The resulting net foreign currency translation adjustments are recorded in accumulated other comprehensive income as a separate component of shareholders’ equity in the consolidated balance sheets. Gains and losses from foreign currency transactions and remeasurement gains (losses) on short-term intercompany borrowings, are recorded in other income and expense in the consolidated statements of operations and comprehensive loss. The tax effect has not been material to date. Loss Per Common Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of Common Stock, including unvested restricted stock awards, stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive. Recent Accounting Pronouncements Recently Adopted Standards. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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. Standards Required to be Adopted in Future Years. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity). NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not currently expected to have a material impact on the Company’s financial statements upon adoption. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 3 — LIQUIDITY AND GOING CONCERN As of December 31, 2020, the Company had working capital of $ 4.6 151.8 39.3 34.3 13.1 During 2020, the Company began a new product and marketing strategy to increase demand for the Company’s products. In September 2020, the Company disposed of the Divested Business discussed in Note 5 that accounted for an operating loss of $ 7.4 3.4 61.4 9.6 On November 16, 2020, the Company closed its acquisition of Ariix as discussed in Note 4. A portion of the consideration is issuable in shares of Common Stock that are subject to approval by the Company’s stockholders. If the Company’s stockholders fail to provide approval at up to three meetings, the Company will be required to make a cash payment of approximately $ 163.3 As discussed in Note 9, the Company entered into a securities purchase agreement on November 30, 2020 that resulted in a private placement of (i) 8.00 32.4 800,000 750,000 3.75 750,000 5.75 28.7 14.1 43.7 10.0 53.7 In February 2021, the Company entered into a securities purchase agreement in connection with a private placement of an aggregate of approximately 14.6 7.3 53.9 During the year ending December 31, 2021, cash payments will be required to settle certain obligations, including cash payable to the former owners of Ariix of $ 10.0 million, up to $ 20.0 million of principal and interest under the 8.00 % Original Issue Discount Senior Secured Notes, and total operating lease payments of $ 9.3 million. In addition, the Company expects to obtain the approval from its stockholders to issue an aggregate of up to 40.1 163.3 Management believes the current portion of the Company’s existing cash and restricted cash resources, combined with the net proceeds of $ 53.9 |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATIONS | NOTE 4 — BUSINESS COMBINATIONS The Company completed business combinations with Ariix in November 2020 and BWR in July 2019. Each of these business combinations was accounted for using the acquisition method of accounting under ASC 805, Business Combinations Fair Value Measurement NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Ariix Merger Agreement On September 30, 2020, the Company entered into an Amended and Restated Agreement and Plan of Ariix Merger (the “Ariix Merger Agreement”), by and among Ariix, LLC (“Ariix”), Ariel Merger Sub, LLC (“Ariix Merger Sub”), Ariel Merger Sub 2, LLC (“Ariix Merger Sub 2”), certain Members of Ariix (the “Sellers”), and Dr. Frederick W. Cooper, 100 On November 16, 2020, the Company entered into a letter agreement (the “Waiver Letter”), with Ariix and the Sellers’ Agent that resulted in closing of the Ariix Merger on November 16, 2020 (the “Ariix Closing Date”) and the Sellers’ Agent was appointed as a member of the Company’s Board of Directors. On the Ariix Closing Date, Ariix merged with Ariix Merger Sub, with Ariix as the surviving entity and a wholly owned subsidiary of the Company. Subsequently, Ariix Merger Sub was merged with and into Ariix Merger Sub 2 and remains a wholly owned subsidiary of the Company. Ariix Merger Sub 2 was subsequently renamed “Ariix, LLC”. Pursuant to the Ariix Merger Agreement as modified by the Waiver Letter and the Clarification Letter (the “Amended Ariix Merger Agreement”), the Company was obligated to issue 19.7 million shares of its Common Stock on the Ariix Closing Date, subject to delivery by Sellers’ Agent of issuance instructions, and to pay $ 10.0 million to the Sellers within two business days of the later of the dates that (i) Ariix delivers to the Company certain audited annual financial statements and unaudited interim financial statements, and (ii) the Company receives new debt financing and repays its debt agreement with East West Bank. These conditions were satisfied by February 1, 2021. The obligation to issue the 19.7 million shares is included within stockholders’ equity and the obligation to pay $ 10.0 million to the Sellers is reflected as a current liability as of December 31, 2020. This obligation to issue 19.7 54.2 10.0 Pursuant to the Amended Ariix Merger Agreement and exclusive of the impact of the working capital adjustment discussed below, as of December 31, 2020 the Company was required to seek approval from its stockholders to issue (i) up to 31.4 million shares of its Common Stock as additional consideration required under the Amended Ariix Merger Agreement, (ii) up to 1.7 million shares for consideration payable to designees of the Sellers’ Agent, and (iii) 7.0 million shares of Common Stock to the Seller’s Agent in consideration of a non-competition, non-solicitation, invention assignment, and right of first refusal agreement with a term that extends for five years (the “Non-Compete Agreement”). If the Company’s stockholders approve the issuance of shares of Common Stock to settle this portion of the merger consideration, the Company will be required to issue (i) approximately 11.7 25.5 2.9 40.1 163.3 141.0 10.0 12.3 On May 16, 2021, the Company is required to either pay up to $ 10.0 10.0 11.0 18.0 29.0 5.0 10.0 25.5 21.2 5.53 0.5 This arrangement to provide up to 40.1 163.3 90.9 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Brands Within Reach Merger Agreement On May 30, 2019, the Company and BWR Acquisition Corp., a wholly owned subsidiary of the Company (“BWR Merger Sub”) entered into an Agreement and Plan of Merger (the “BWR Merger Agreement”) with Brands Within Reach, LLC (“BWR”), and Olivier Sonnois, the sole owner of BWR (“Mr. Sonnois”). At the closing on July 10, 2019 (the “BWR Closing Date”), the transactions contemplated by the BWR Merger Agreement were completed resulting in the merger of BWR Merger Sub with and into BWR, and BWR became a wholly owned subsidiary of the Company. This closing of the transaction was accounted for using the acquisition method of accounting based on ASC 805, Business Combinations Fair Value Measurement In connection with the BWR Merger Agreement, the Company made a loan to BWR in the amount of $ 1.0 700,000 2.5 107,602 453,000 4.21 0.5 Summary of Purchase Consideration Presented below is a summary of the total purchase consideration for the Ariix and BWR business combinations (dollars in thousands): SCHEDULE OF PURCHASE CONSIDERATION Ariix BWR 2020 2019 Pre-closing cash advance $ - $ 1,000 Cash paid to former owners - 500 Fair value of: Common stock issuable for 19.7 54,186 453 Short-term cash consideration 10,000 - Derivative liability to issue shares or cash 90,874 - Total purchase consideration $ 155,060 $ 1,953 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Purchase Price Allocations Presented below is a summary of the purchase price allocations for the Ariix and BWR business combinations (in thousands): SUMMARY OF PURCHASE PRICE ALLOCATION Ariix BWR 2020 2019 Identifiable assets acquired: Cash, cash equivalents and restricted cash $ 7,408 $ 537 Accounts receivable, net 4,740 1,293 Inventories 20,084 (1) 2,398 (1) Prepaid expenses and other assets 7,418 452 Non-compete agreement 19,085 (2) 120 Other identifiable intangible assets 112,730 (3) 1,410 (3) Right-of-use assets 3,309 708 Property and equipment 789 136 Total identifiable assets acquired 175,563 7,054 Liabilities assumed: Accounts payable and accrued liabilities (50,893 ) (4,071 ) Business combination liabilities (6,743 ) - Mortgage and notes payable (2,779 ) (2,353 ) (5) Deferred income taxes (1,488 ) (4) - (4) Operating lease liabilities (3,309 ) (708 ) Net identifiable assets acquired 110,351 (78 ) Goodwill 44,709 (6) 2,031 (6) Total purchase price allocation $ 155,060 $ 1,953 (1) Based in part on the preliminary report of an independent valuation specialist for Ariix and a final report for BWR, the fair value of work-in-process and finished goods inventories on the closing dates exceeded the historical carrying value by approximately $ 0.9 0.2 (2) The fair value of the Ariix non-compete agreement was determined based on the fair value for 7.0 million shares of the Company’s Common Stock issuable in exchange for the non-compete agreement as of the Ariix Closing Date. The fair value was discounted using a credit adjusted risk free interest rate of approximately 2.0 %. (3) Based in part on the preliminary report of an independent valuation specialist for Ariix and a final report for BWR, the fair value of identifiable intangible assets was determined primarily using variations of the “income approach,” which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. (4) The U.S. operations of Ariix and BWR were previously taxed on the owners’ individual income tax returns. Adjustments of approximately $ 8.0 0.4 (5) The Company assumed BWR’s obligations under its existing line of credit in connection with the business combination. Shortly after the closing date, the Company paid an aggregate of $ 2.5 (6) Goodwill was recognized for the difference between the total purchase consideration transferred to consummate the business combinations and the fair value of the net identifiable assets acquired. Goodwill primarily relates to expected synergies to be realized due to combining the respective businesses with the Company, and the value of assembled workforces on the closing dates. Goodwill in connection with the Ariix and BWR business combinations is not expected to be deductible for income tax purposes. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company has recognized provisional amounts for deferred income taxes, certain working capital adjustments, and is still evaluating possible obligations of licensed operations and other operational obligations in key foreign jurisdictions which we expect to be completed during the one-year period after the Ariix Closing Date (the “Measurement Period”). Identifiable Intangible Assets Acquired Presented below are the details of the identifiable intangible assets acquired in the Ariix business combination and the weighted average estimated useful lives (dollars in thousands): SUMMARY OF IDENTIFIABLE ASSETS ACQUIRED Fair Useful Value Lives Brand Partner sales and distribution network $ 79,550 13.0 Brand and trade names 19,970 14.5 Internal use software 13,210 15.0 Sub-total 112,730 13.5 Non-compete agreement 19,085 5.0 Total $ 131,815 12.3 Business Combination Liabilities As of December 31, 2020 and 2019, business combination liabilities are as follows (in thousands): SCHEDULE OF BUSINESS COMBINATION LIABILITIES 2020 2019 Liabilities to former owners of Ariix: Derivative liability payable in cash or shares $ 90,874 (1) $ - Short-term debt payable in cash 10,000 - Business combination liabilities assumed from Ariix: Fair value of deferred consideration payable: LIMU 3,656 (2) - Zennoa 2,196 (3) - Short-term debt for Zennoa, due May 2021 850 - Morinda business combination liabilities: Excess working capital payable in July 2020, net of discount of $ 179 - 5,283 Earnout under Series D preferred stock - 225 (4) Total 107,576 5,508 Less current portion 11,750 5,508 Long-term portion $ 95,826 $ - (1) Pursuant to the Amended Ariix Merger Agreement, the Company is required to seek approval from its stockholders to issue up to an aggregate of 40.1 35.7 163.3 35.7 163.3 90.9 Key valuation assumptions included (i) historical volatility of NewAge shares of Common Stock of 77%, (ii) a risk-free interest rate of approximately 0.1%, and (iii) the weighted average cost of capital for the Company of 16.5%. (2) On May 31, 2019, Ariix completed a business combination with The LIMU Company, LLC (“LIMU”) that provided for a cash payment of $ 3.0 5.0 5.0 0.8 4.2 3.7 4.5% (3) On November 27, 2019, Ariix completed a business combination with Zennoa, LLC (“Zennoa”) that provided for fixed cash payments of $ 2.25 2.5 Payments related to the deferred consideration commenced in December 2020 and are computed using a variable percentage based on the Zennoa Sales Metric. No amounts are payable if the Zennoa Sales Metric is less than $6.0 million, and payments ranging from 3% to 5% of monthly sales are payable if the Zennoa Sales Metric exceeds $6.0 million. After the stated purchase price of $ 4.75 the Company is obligated to begin making Growth Incentive Payments (“GI Payments”) through November 2026. The amount of GI Payments due for each month is based on varying percentages starting at 2.0% if the Zennoa Sales Metric is at least $25.0 million, up to a maximum of 3.0% if the Zennoa Sales Metric is $45.0 million or higher. The Company determined that the probability of the Zennoa Sales Metric exceeding $25.0 million is remote. 2.2 3.9% (4) As of December 31, 2019, it was determined that Morinda’s EBITDA for the year ended December 31, 2019 was less than $ 17.0 0.2 1.5 The Preferred Stock terminated on April 15, 2020 , and the Company paid accumulated cash dividends of approximately $ 0.3 million in May 2020. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Future Maturities of Business Combination Obligations As of December 31, 2020, the estimated future cash and derivative settlements for business combination obligations were as follows: SCHEDULE OF FUTURE MATURITIES OF BUSINESS COMBINATION OBLIGATIONS Type of Obligation Year Ending December 31, Debt Deferred Consideration Derivative Total 2021 $ 10,850 $ 900 $ - $ 11,750 2022 - 900 90,874 91,774 2023 - 900 - 900 2024 - 900 - 900 2025 - 900 - 900 Thereafter - 1,352 - 1,352 Total $ 10,850 $ 5,852 $ 90,874 $ 107,576 Net Revenue and Net Loss Related to Business Combinations For the years ended December 31, 2020 and 2019, the accompanying consolidated statements of operations include net revenue and net loss for the post-acquisition results of operations of Ariix and BWR as follows (in thousands): SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS 2020 BWR Ariix BWR 2019 Net revenue $ 31,970 $ 9,173 $ 4,938 Net income (loss) $ 2,080 $ (3,952 ) $ (5,460 ) Unaudited Pro Forma Disclosures The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the years ended December 31, 2020 and 2019 (in thousands, except per share amounts): SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES 2020 2019 Net revenue $ 499,272 $ 485,169 Net loss $ (37,477 ) $ (89,304 ) Net loss per share- basic and diluted $ (0.32 ) $ (0.91 ) Weighted average number of shares of common stock outstanding- basic and diluted 116,052 97,747 The pro forma financial results shown above reflect the historical operating results of the Company, including the unaudited pro forma results of Ariix and BWR as if each of these business combinations and the related equity issuances had occurred at the beginning of the first full calendar year preceding the acquisition date. As applicable for the years presented, the calculations of pro forma net revenue and pro forma net loss give effect to the pre-acquisition operating results of Ariix and 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 potential impact of settling the Ariix derivative liability in shares has not been given effect in the calculation of the weighted average number of shares since the impact was anti-dilutive for the years ended December 31, 2020 and 2019. 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 CONSOLIDATED FINANCIAL STATEMENTS |
DIVESTED BUSINESS
DIVESTED BUSINESS | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTED BUSINESS | NOTE 5 — DIVESTED BUSINESS On September 24, 2020 (the “BWR Closing Date”), the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Zachert Private Equity GmbH (the “Buyer”), pursuant to which the Company sold its (i) BWR subsidiary, including the rights to distribute the Nestea, Volvic, Evian, Illy Coffee, Kusmi Tea, Saint Geron and Found brands , (ii) substantially all U.S. retail brands owned by the Brands Division, including XingTea, Búcha® Live Kombucha, Aspen Pure and Coco-Libre brands, and (iii) certain machinery, equipment and other assets necessary for the distribution of such brands. All of these assets and the related results of operations are included in the Direct Store segment and are collectively referred to herein as the “Divested Business”. The remaining brands within the Brands Division that were not included in this transaction were phased out during the fourth quarter of 2020. As consideration for the transaction, the Company received net cash in the amount of $ 0.6 3.3 Under the terms of the Purchase Agreement, on the third anniversary of the BWR Closing Date, the Company has the right to purchase 10% 2.5 0.9 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company recognized a loss on the disposition of the Divested Business of $ 3.4 SCHEDULE OF RECOGNIZED A LOSS ON THE DISPOSITION OF THE DIVESTED BUSINESS Carrying value of consideration received: Cash received $ 590 Nonrecourse Note, face amount of $ 3.3 - Total fair value of consideration received 590 Carrying value of assets conveyed: Cash (209 ) Accounts receivable (1,900 ) Inventories (3,891 ) Identifiable intangible assets (657 ) Right-of-use and other assets (761 ) Property and equipment (125 ) Liabilities conveyed: Accounts payable and accrued liabilities 2,549 Accrued compensation and other current liabilities 723 Operating lease liabilities 606 Total consideration conveyed to Buyer (3,665 ) Commissions and other selling expenses (371 ) Loss on disposition $ (3,446 ) In connection with the transaction, the Buyer issued to the Company an unsecured promissory note payable by BWR in exchange for $ 1.25 1.25 2.5 10% three the promissory note is repaid in full, (ii) the Buyer makes equity contributions to BWR of at least $2.5 million, or (iii) BWR recognizes net income of at least $2.5 million for any 12-month period following the BWR Closing date (the “Guaranty Note”). 691,953 1.25 1.25 1.25 Concurrent with the BWR Merger Agreement discussed in Note 4, the Company entered into an independent contractor agreement (“ICA”) that provided for the former sole owner of BWR to serve as president of the Company’s North American Brands Division (“NABD”). Under the ICA, the Company was required to (i) pay base compensation of $ 350,000 three |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER FINANCIAL INFORMATION | NOTE 6 — OTHER FINANCIAL INFORMATION Inventories Inventories consisted of the following as of December 31, 2020 and 2019 (in thousands): SCHEDULE OF INVENTORIES 2020 2019 Raw materials $ 12,628 $ 12,848 Work-in-process 1,225 872 Finished goods, net 34,198 22,998 Total inventories $ 48,051 $ 36,718 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Prepaid Expenses and Other Prepaid expenses and other consisted of the following as of December 31, 2020 and 2019 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER 2020 2019 Prepaid expenses and deposits $ 11,255 $ 4,150 Supplier and other receivables 1,777 122 Prepaid stock-based compensation - 112 Total $ 13,032 $ 4,384 Property and Equipment As of December 31, 2020 and 2019, property and equipment consisted of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2020 2019 Land $ 37 $ 37 Buildings and improvements 18,098 16,686 Machinery and equipment 5,837 5,307 Leasehold improvements 7,100 5,019 Office furniture and equipment 4,809 3,964 Transportation equipment 1,039 1,733 Total property and equipment 36,920 32,746 Less accumulated depreciation (8,844 ) (4,303 ) Property and equipment, net $ 28,076 $ 28,443 Repairs and maintenance costs amounted to $ 1.3 2.2 Other Accrued Liabilities As of December 31, 2020 and 2019, other accrued liabilities consisted of the following (in thousands): SCHEDULE OF OTHER ACCRUED LIABILITIES 2020 2019 Accrued commissions $ 23,594 $ 8,914 Accrued compensation and benefits 9,443 5,868 Accrued marketing events 8,212 4,568 Deferred revenue 6,278 1,358 Provision for sales returns 1,322 461 Income taxes payable 3,461 15,227 Current portion of operating lease liabilities 6,948 5,673 Other accrued liabilities 10,749 7,382 Total accrued liabilities $ 70,007 $ 49,451 Restructuring In April and August 2020, the Company initiated restructuring plans that are designed to achieve selling, general and administrative cost reductions. These restructuring plans are primarily focused on reductions in marketing and other personnel. For the year ended December 31, 2020, the Company implemented headcount reductions of approximately 150 employees. These 150 9.6 2.6 1.9 0.7 0.2 SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS Accrued liability, December 31, 2019 $ - Severance expense incurred 2,543 Cash payments (2,352 ) Accrued liability, December 31, 2020 $ 191 No assurance can be provided that the restructuring plan will be successful in achieving the annualized cost reductions. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Depreciation and Amortization Expense Depreciation expense related to property and equipment and amortization expense related to identifiable intangible assets, including amounts included in cost of goods sold, are as follows (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2020 2019 Depreciation $ 3,999 $ 3,402 Amortization 4,929 5,357 Total $ 8,928 $ 8,759 |
IDENTIFIABLE INTANGIBLE ASSETS
IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL | NOTE 7 — IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL Identifiable Intangible Assets As of December 31, 2020 and 2019, identifiable intangible assets consisted of the following (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS December 31, 2020 December 31, 2019 Accumulated Net Book Accumulated Net Book Identifiable Intangible Asset Cost Amortization Value Cost Amortization Value Brand Partner distribution and sales network $ 89,310 $ (2,644 ) $ 86,666 $ 9,760 $ (1,005 ) $ 8,755 Trade names 27,433 (1,291 ) 26,142 7,485 (545 ) 6,940 Manufacturing know-how and other 21,290 (1,203 ) 20,087 8,080 (555 ) 7,525 Non-compete agreements 19,271 (603 ) 18,668 186 (64 ) 122 China direct selling license 20,420 (2,763 ) 17,657 20,420 (1,401 ) 19,019 Patents and other 418 (27 ) 391 1,107 (25 ) 1,082 Total identifiable intangible assets $ 178,142 $ (8,531 ) $ 169,611 $ 47,038 $ (3,595 ) $ 43,443 Assuming no future impairments or disposals, amortization expense for the above identifiable intangible assets for the next five years is set forth below: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF IDENTIFIABLE INTANGIBLE ASSETS Year Ending December 31, 2021 $ 15,755 2022 15,694 2023 15,694 2024 15,694 2025 15,191 Thereafter 91,583 Total $ 169,611 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Goodwill Goodwill by reporting unit consists of the following (in thousands): SUMMARY OF GOODWILL December 31, 2020 December 31, Reporting Unit 2019 Additions 2020 Ariix $ - $ 44,709 $ 44,709 Morinda 10,284 - 10,284 Total goodwill $ 54,993 $ 10,284 $ 54,993 Impairment Assessment During the fourth quarter of 2020, the Company performed its annual goodwill impairment testing and determined that no impairment of goodwill existed as of December 31, 2020. During the fourth quarter of 2019, the Company performed its annual goodwill impairment testing in conjunction with its annual budget process to reassess strategic priorities and forecast future operating performance and capital spending. Accordingly, the Company performed a quantitative assessment of the fair value of each of its reporting units in the Direct/ Social Selling and Direct Store segments as of December 31, 2019. Fair value of the reporting units was determined using the fair value concepts set forth in ASC 820, Fair Value Measurement As a result of the 2019 valuation assessment, the Company recorded a cumulative impairment charge of $ 44.9 million to eliminate the net carrying value of all goodwill and substantially all identifiable intangible assets for all reporting units in the Direct Store segment. For the year ended December 31, 2019, the changes in the net carrying value of identifiable intangible assets and goodwill are as follows (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL Balance Changes in Net Carrying Value Balance December 31, Amortization Impairment December 31, Intangible Asset 2018 Additions (1) Expense Write-Offs (2) 2019 Identifiable intangible assets: License agreements China direct selling license $ 20,380 $ - $ (1,361 ) $ - $ 19,019 Other 5,671 838 (529 ) (5,980 ) - Manufacturing know-how and other 11,230 - (796 ) (2,909 ) 7,525 Trade names 11,717 300 (886 ) (4,191 ) 6,940 Brand Partner sales and distribution network 9,731 - (976 ) - 8,755 Customer relationships 5,250 420 (439 ) (5,231 ) - Patents 3,667 163 (274 ) (3,244 ) 312 Product distribution rights and other - 795 (25 ) - 770 Non-compete agreements 184 119 (72 ) (109 ) 122 Total identifiable intangible assets 67,830 2,635 (5,358 ) (21,664 ) 43,443 Goodwill 31,514 2,031 - (23,261 ) 10,284 Total intangible assets $ 99,344 $ 4,666 $ (5,358 ) $ (44,925 ) $ 53,727 (1) Additions include identifiable intangible assets of $ 1.5 2.0 0.8 2.0 (2) All impairment write-offs were attributable to the Direct Store segment. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
LEASES
LEASES | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
LEASES | NOTE 8 — LEASES The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between January 2021 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 years ended December 31, 2020 and 2019, the Company had operating lease expense of $ 8.4 million and $ 10.6 million, respectively. For the years ended December 31, 2020 and 2019, the Company did not incur any material amounts for variable and short-term lease expense. As of December 31, 2020 and 2019, the carrying value of ROU assets and the related operating lease obligations were as follows (in thousands): SUMMARY OF CARRYING VALUE OF OPERATING LEASE ROU ASSETS 2020 2019 Right-of-Use Assets $ 38,764 $ 38,458 Operating Lease Liabilities: Current $ 6,948 $ 5,673 Long-term 34,788 35,513 Total $ 41,736 $ 41,186 Deferred Lease Financing Obligation: Current $ 659 $ 637 Long-term 15,882 16,541 Total $ 16,541 $ 17,178 As of December 31, 2020 and 2019, the weighted average remaining lease term under operating leases was 11.5 12.5 5.5% 5.6% NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Future Lease Payments As of December 31, 2020, future payments under operating lease agreements are as follows (in thousands): SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, 2021 $ 9,283 2022 6,835 2023 5,939 2024 5,599 2025 5,487 Thereafter 25,214 Total operating lease payments 58,357 Less imputed interest (16,621 ) (1) Present value of operating lease payments $ 41,736 (1) Calculated based on the term of the respective leases using corporate borrowing rates ranging from 2.0% 10.0% I mpairment 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, impairment evaluations were completed during 2019 that resulted in the recognition of an impairment charge of $ 2.3 0.4 2.7 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 ¥20.0 194,000 1.8 In connection with this transaction, a $ 2.6 25.0 1.9 1.7 11.9 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Presented below is a summary of the selling price and resulting gain on sale calculation (in thousands): 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 3.5% 20 25.0 17.6 7.4 |
PRIVATE PLACEMENT OF DEBT AND E
PRIVATE PLACEMENT OF DEBT AND EQUITY SECURITIES | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement Of Debt And Equity Securities | |
PRIVATE PLACEMENT OF DEBT AND EQUITY SECURITIES | NOTE 9 — PRIVATE PLACEMENT OF DEBT AND EQUITY SECURITIES On November 30, 2020, the Company entered into a securities purchase agreement (the “SPA”) for a private placement of its (i) 8.00 32.4 800,000 750,000 3.75 750,000 5.75 December 1, 2025 4.99 9.99 3.36 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company received net proceeds of $ 28.7 14.1 0.4 0.1 28.7 SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS Warrants Commitment Senior Class A Class B Shares Notes Total Fair value on closing date $ 1,795 (1) $ 1,646 (1) $ 2,640 (2) $ 30,000 (3) $ 36,081 Percentage of total fair value 5.0 % 4.6 % 7.3 % 83.1 % 100.0 % Relative fair value allocation of net proceeds $ 1,428 (4) $ 1,310 (4) $ 2,101 (4) $ 23,871 (4) $ 28,710 (1) Fair value of the Warrants was computed using the Black-Scholes-Merton valuation model. Key assumptions included the respective exercise prices, the five-year term, the market price of the Company’s shares of Common Stock of $ 3.30 101 0.4 (2) The fair value of the Commitment Shares was based on the market price of the Company Shares of $ 3.30 (3) The fair value of the standalone Senior Notes debt instrument was determined by reference to market rates paid for debt by borrowers with a similar credit rating as the Company. (4) The relative fair value allocation is determined by multiplying the $ 28.7 As discussed in Note 18, the Company completed a private placement on February 16, 2021 that resulted in the issuance of an aggregate of approximately 14.6 7.3 5.00 5.75 5.53 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 10 — DEBT Summary of Debt As of December 31, 2020 and 2019, the Company’s debt consisted of the following (in thousands): SUMMARY OF DEBT 2020 2019 Senior Notes, net of discount of $ 7,900 $ 24,532 $ - PPP Loan payable, interest at 1.0 unsecured due April 2022 6,868 - PPP Loan payable, interest at 1.0 unsecured due May 2022 2,781 - EWB Credit Facility: Term loan, net of discount of $ 448 - 14,302 Revolver - 9,700 Installment notes payable 16 8 Total 34,197 24,010 Less current maturities 18,016 11,208 Long-term debt, less current maturities $ 16,181 $ 12,802 Future Debt Maturities As of December 31, 2020, the scheduled future maturities of long-term debt, exclusive of discount accretion, are as follows (in thousands): SUMMARY FUTURE DEBT MATURITIES Years Ending December 31, 2020 2021 $ 18,016 2022 24,081 Total $ 42,097 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Senior Notes As discussed in Note 9, the Senior Notes were issued pursuant to a private placement that closed on December 1, 2020. The Senior Notes bear interest at an annual rate of 8.0 8.5 32.4 23.9 42.3 8.0 As a post-closing deliverable, the Company was required to provide certain historical financial statements of Ariix to the lenders by January 4, 2021. The required financial statements were not available by the deadline, which would have resulted in a default under the SPA. The lenders agreed to amend the Senior Notes to extend the deadline in exchange for the issuance of 400,000 1.1 1.1 For the months of February 2021 through May 2021, the holders of the Senior Notes are entitled to request that the Company make principal payments up to $1.0 million per month. Beginning in June 2021 and continuing for each subsequent month, the holders of the Senior Notes are entitled to request that the Company make principal payments up to $2.0 million per month. All principal payments are required to be paid within five business days of the date that notice is provided by the holders of the Senior Notes. The maturity date of the Senior Notes is on December 1, 2022. However, if the holders of the Senior Notes continue to exercise their rights to demand the maximum principal payments permitted in each month, the Senior Notes would be repaid in full by August 2022. The Company may prepay all or a portion of the outstanding principal amount of the Senior Notes at any time, subject to a prepayment fee of 3.0% of the outstanding principal balance through December 1, 2021. The obligations of the Company under the Senior Notes are secured by substantially all of the assets of the Company and its subsidiaries, including all personal property and all proceeds and products thereof, goods, contract rights and other general intangibles, accounts receivable, intellectual property, equipment, and deposit accounts and a lien on certain real estate. The Company was required to maintain restricted cash balances of $18.0 million until the lender approved the prior year Ariix financial statements. After approval in February 2021, the requirement to maintain restricted cash balances was reduced to $8.0 million until such time that the outstanding principal balance of the Senior Notes is reduced below $8.0 million without regard to the unaccreted discount. The Senior Notes contain certain restrictions and covenants, which restrict the Company’s ability to incur additional debt or make guarantees, sell assets, make investments or loans, make distributions or create liens or other encumbrances. The Senior Notes also require that the Company comply with certain financial covenants, including maintaining minimum cash, minimum adjusted EBITDA, minimum revenue, and a maximum ratio of cash in foreign bank accounts to cash in U.S. deposit accounts subject to account control agreements. The Senior Notes contain customary events of default, including failure to pay any principal or interest when due, failure to perform or observe covenants, breaches of representations and warranties, certain cross defaults, certain bankruptcy related events, monetary judgments defaults, material adverse effect defaults, change of management defaults, and a change in control. Upon the occurrence of an event of default, the outstanding obligations may be accelerated and become immediately due and payable and interest on the obligations increases to an annual rate of 12.0 PPP Loans Pursuant to the Paycheck Protection Program (“PPP”) under the CARES Act, the Company obtained a PPP Loan in April 2020 for approximately $ 6.9 2.8 1.0 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The PPP Loans are being accounted for under ASC 470, Debt EWB Credit Facility On March 29, 2019, the Company entered into a Loan and Security Agreement (the “EWB Credit Facility”) with East West Bank (“EWB”). The EWB Credit Facility provided for (i) a term loan in the aggregate principal amount of $ 15.0 10.0 25.0 15.0 10.0 Borrowings outstanding under the EWB Credit Facility initially provided for interest at the prime rate plus 0.50 4.75 5.25 125,000 0.5 2.0 ● In March 2020, the Company made an initial deposit of $ 15.1 ● The Company was required to increase restricted cash deposits by the corresponding amount of any borrowings under the EWB Revolver whereby no amounts were borrowed after the amendment date. ● Less stringent requirements were applicable for future compliance with certain financial covenants. ● 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 ended December 31, 2020. ● The Company was required to obtain equity infusions for gross proceeds of $30.0 million for the year ended December 31, 2020. On July 6, 2020, the Company entered into the fourth amendment (the “Fourth Amendment”) to the EWB Credit Facility. 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 purchase up to $ 1.2 30.0 31.2 The EWB Credit Facility was scheduled to mature in March 2023. As discussed in Note 9, the Company paid the EWB Credit Facility in full and terminated the EWB Credit Facility on December 1, 2020. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Siena Revolver On August 10, 2018, the Company entered into a loan and security agreement with Siena Lending Group LLC (“Siena”) that provided for a $ 12.0 8.25 0.5 0.5 |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 11 — STOCKHOLDERS’ EQUITY Common Stock In May 2019, the Company’s stockholders approved an amendment to the Company’s Articles of Incorporation increasing the authorized shares of Common Stock from 100 200 Preferred Stock The Company is authorized to issue 1,000,000 0.001 Series A Preferred. 250,000 Each share of Series A Preferred was entitled to 500 votes in matters voted on by the common stockholders of the Company. Series B Preferred. 300,000 284,807 2,278,456 300,000 Series C Preferred. 7,000 The Certificate of Designation for the Series C Preferred provided for the automatic conversion into 1,000 shares of the Company’s Common Stock when the Company filed an amendment to its Articles of Incorporation to increase the authorized number of shares of Common Stock to 100 million shares 6,900 6.9 100 no Series D Preferred. 44,000 43,804 1.5 15.0 0.3 no no Public Offerings of Common Stock 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 could 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. As discussed in Note 18, on February 9, 2021, the Company notified the Agent of its election to terminate the ATM Agreement effective on February 16, 2021. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Under the terms of the ATM Agreement, the Company paid the Agent a commission equal to 3.0 30 2.5 30 Presented below is a summary of Common Stock issued pursuant to the ATM Agreement for the years ended December 31, 2020 and 2019 (in thousands): SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT Number Gross Offering Costs Net Year Ended December 31: Of Shares Proceeds Commissions Other Proceeds 2020 16,130 $ 25,815 $ (693 ) $ (164 ) $ 24,958 2019 5,957 $ 20,724 $ (622 ) $ (579 ) $ 19,523 |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 12 — STOCK OPTIONS AND WARRANTS Equity Incentive Plans On May 30, 2019, the Company’s stockholders voted to approve the 2019 Equity Incentive Plan (the “2019 Plan”). On August 3, 2016, the Company’s stockholders approved and implemented the NewAge, Inc. 2016-2017 Long Term Incentive Plan (the “LTI Plan”). The 2019 Plan and the LTI Plan are collectively referred to as the “Equity Incentive Plans”. 2019 Plan. 10.0 April 2029 The 2019 Plan also provides for awards of shares of restricted Common Stock and restricted stock units. Awards of restricted stock may be made in exchange for services or other lawful consideration. Generally, awards of restricted stock are subject to the requirement that the shares be forfeited or resold to the Company unless specified conditions are met. Subject to these restrictions, conditions and forfeiture provisions, any recipient of a vested award of restricted stock will have all the rights of a stockholder of the Company, including the right to vote the shares and to receive dividends. The 2019 Plan also provides for deferred grants (“deferred stock”) entitling the recipient to receive shares of Common Stock in the future on such conditions as the administrator may specify. As of December 31, 2020, 8.0 LTI Plan. 100 10 years one three years 10 1.5 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Option Activity The following table sets forth stock option activity under the Equity Incentive Plans for the years ended December 31, 2020 and 2019 (shares in thousands): SCHEDULE OF STOCK OPTION ACTIVITY 2020 2019 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 3,551 $ 2.65 8.7 2,786 $ 2.84 9.0 Grants 1,498 2.67 1,489 2.37 Forfeited (862 ) 2.61 (418 ) 2.81 Exercised (331 ) (3) 1.98 (306 ) (3) 2.00 Outstanding, end of year 3,856 (4) 2.72 8.2 3,551 (4) 2.65 8.7 Vested, end of year 1,918 (5) 2.59 7.1 1,365 (5) 2.46 7.7 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) On the respective exercise dates, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.3 1.0 (4) As of December 31, 2020 and 2019, the aggregate intrinsic value of stock options outstanding was $ 1.5 19,000 (5) As of December 31, 2020 and 2019, the aggregate intrinsic value of vested stock options was $ 1.0 17,000 During 2020, the Company modified certain stock options for approximately 0.3 million shares. These modifications resulted in incremental compensation cost of approximately $ 47,000 due to the extension of the exercise period for employees that terminated employment. In July 2019, the Company entered into a modification agreement for approximately 292,000 shares of outstanding stock options. The modification resulted in an extension of the exercise period from July 2019 until July 2020, which increased the fair value of the stock options by approximately $ 0.5 million. The modified options became vested in August 2019, and the Company recognized incremental stock-based compensation expense of $ 0.5 million for the year ended December 31, 2019. For the years ended December 31, 2020 and 2019, the valuation assumptions for stock options granted under the Equity Incentive Plans and the modified options discussed above were estimated on the date of grant or modification, as applicable, using the BSM option-pricing model with the following weighted-average assumptions: SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS 2020 2019 Grants Modifications Grants Modifications Grant or modification date closing price of Common Stock $ 2.66 $ 1.54 $ 2.38 $ 4.75 Expected life (in years) 5.8 0.3 6.4 1.0 Volatility 102 % 82 % 107 % 138 % Dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 0.7 % 0.1 % 1.7 % 1.9 % Based on the assumptions set forth above, the weighted-average grant date fair value per share for stock options granted for the years ended December 31, 2020 and 2019 was $ 2.17 1.99 292,000 3.40 348,000 0.14 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The BSM model requires various 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 on the Nasdaq OTC Market 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 Equity Incentive Plans for the years ended December 31, 2020 and 2019 (in thousands): SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Equity-Classified Awards Liability-Classified Awards (1) Number of Per Unvested Number of Per Unvested Shares Share (2) Compensation Shares Share (2) Compensation Outstanding, December 31, 2018 1,151 $ 3.46 $ 3,987 474 $ 5.25 $ 2,489 Shares issued to Board members 91 (3) 5.49 500 (3) - - - Unvested awards granted to employees with service vesting criteria 2,085 (4) 2.42 5,036 (4) - - - Forfeitures (220 ) 4.63 (1,019 ) (322 ) 5.26 (1,693 ) Fair value adjustments and other - - (27 ) - (519 ) (1) Vested shares and expense (984 ) (5) 3.93 (3,872 ) (5) (115 ) (5) 1.83 (210 ) (5) Outstanding, December 31, 2019 2,123 2.17 4,605 37 1.81 67 Outstanding, December 31, 2019 2,123 2.17 4,605 37 1.81 67 Shares issued to Board members 339 (3) 1.87 633 (3) - - - Unvested awards granted to employees with service vesting criteria 1,259 (4) 2.43 3,060 (4) - - - Forfeitures (975 ) 1.94 (1,893 ) (2 ) 1.50 (3 ) Fair value adjustments and other (35 ) 0.97 (34 ) - - 28 (1) Vested shares and expense (672 ) (5) 3.68 (2,472 ) (5) (17 ) (5) 2.65 (45 ) (5) Outstanding, December 31, 2020 2,039 1.91 $ 3,899 18 2.61 $ 47 Intrinsic value, December 31, 2020 $ 5,363 (6) $ 47 (6) (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 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 December 31, 2020, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on that date. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (2) Represents the weighted average price. (3) Represents grants to members of the Board of Directors whereby the shares of Common Stock were issued with cliff vesting one year after the grant date. (4) 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. (5) The “Number of Shares” column reflects shares that vested due to achievement of the service condition during the year. Vested shares include approximately 7,000 shares as of December 31, 2020 and 319,000 shares as of December 31, 2019 that were not issuable until the first quarter of the following year. (6) The intrinsic value is based on the closing price of the Company’s Common Stock of $ 2.63 In addition, restricted stock awards for approximately 629,000 64,000 Stock-Based Compensation Expense Substantially all stock-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of operations. The table below summarizes stock-based compensation expense related to stock options and restricted stock awards for the years ended December 31, 2020 and 2019, and the unrecognized compensation expense as of December 31, 2020 and 2019 (in thousands): SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Expense Recognized for Unrecognized Expense Year Ended December 31: as of December 31: 2020 2019 2020 2019 Plan-based stock option awards: $ 2,121 $ 2,240 $ 4,389 $ 4,803 Plan-based restricted stock awards: Equity-classified 2,472 3,872 3,899 4,605 Liability-classified 45 210 47 67 Non-plan equity-classified restricted stock awards - 64 - - Warrants - 2 - - Total $ 4,638 $ 6,388 $ 8,335 $ 9,475 As of December 31, 2020, unrecognized stock-based compensation expense is expected to be recognized on a straight-line basis over a weighted-average period of approximately 2.2 1.0 Warrants The following table sets forth warrant activity for the years ended December 31, 2020 and 2019 (shares in thousands): SCHEDULE OF WARRANTS 2020 2019 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 311 $ 4.80 6.7 103 $ 4.38 3.2 Grants 1,500 (3) 4.75 208 5.01 Forfeited (8 ) 1.83 - - Outstanding, end of year 1,803 (4) 4.77 5.1 311 4.80 6.7 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the warrants expire. (3) Grant of Warrants in connection with the private placement discussed in Note 9. (4) All warrants are vested and exercisable as of December 31, 2020. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 13 — INCOME TAXES Income Tax Expense For the years ended December 31, 2020 and 2019, loss before income tax expense is as follows (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX EXPENSE 2020 2019 Domestic $ (50,361 ) $ (96,159 ) International 12,912 18,992 Loss before income taxes $ (37,449 ) $ (77,167 ) NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS For the years ended December 31, 2020 and 2019, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax loss before income taxes, and total income tax expense recognized in the financial statements is as follows (in thousands): SCHEDULE OF RECONCILIATION OF INCOME TAX BENEFIT 2020 2019 Income tax benefit at statutory U.S. federal rate $ 7,864 $ 16,205 Income tax benefit attributable to U.S. states 2,114 3,914 Change in state tax rates 2,449 - Stock-based compensation (229 ) 774 Remeasurement of acquired taxes payable 974 - Subpart F income (952 ) - Other 257 720 Code section 162(m) excess compensation (13 ) (703 ) Non-deductible expenses (421 ) (725 ) Change in fair value earnouts - 2,900 Benefit of foreign taxes - 717 Foreign deferred tax adjustments 94 2,194 Foreign tax credit 3,324 6,146 Foreign withholding/prior year tax (668 ) (1,414 ) Foreign rate differential 34 (5,561 ) Change in valuation allowance (16,722 ) (37,835 ) Total income tax expense $ (1,895 ) $ (12,668 ) For the years ended December 31, 2020 and 2019, the Company’s income tax expense consisted of the following components (in thousands): SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2020 2019 Current income tax benefit (expense): U.S. Federal $ 975 $ - U.S. States (44 ) (5 ) Foreign (2,762 ) (17,563 ) Total current income tax benefit (expense) (1,831 ) (17,568 ) Deferred income tax benefit (expense): U.S. Federal 631 (8,419 ) U.S. States - - Foreign (695 ) 13,319 Total deferred income tax benefit (expense) (64 ) 4,900 Total income tax expense $ (1,895 ) $ (12,668 ) NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Income Tax Assets and Liabilities As of December 31, 2020 and 2019, the income tax effects of temporary differences that give rise to significant deferred income tax assets and liabilities are as follows (in thousands): SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES 2020 2019 Deferred income tax assets: Foreign tax credits $ 18,847 $ 14,079 Net operating loss carryforwards 29,785 15,348 Accrued liabilities 11,877 8,670 Accrued pension 1,680 1,927 Operating lease liabilities 15,378 16,596 Above market lease 10,063 10,370 Property and equipment, net 1,362 363 Other 3,344 758 Gross deferred income tax assets 92,336 68,111 Valuation allowance for deferred income tax assets (64,721 ) (43,465 ) Net deferred income tax assets 27,615 24,646 Deferred income tax liabilities: Goodwill and identifiable intangible assets (10,226 ) (5,117 ) Operating lease, right-of-use assets (14,518 ) (15,842 ) Other (480 ) - Total deferred income tax liabilities (25,224 ) (20,959 ) Net deferred income tax asset $ 2,391 $ 3,687 As of December 31, 2020 and 2019, the Company’s net deferred income tax asset consisted of the following components (in thousands): 2020 2019 Foreign deferred income tax assets $ 7,782 $ 9,128 Foreign deferred income tax liabilities (5,391 ) (5,441 ) Net deferred income tax asset $ 2,391 $ 3,687 Net deferred income tax assets consist solely of foreign net deferred income tax assets which are expected to be realized in the future, and that are included in long-term assets in the accompanying consolidated balance sheets. For the year ended December 31, 2020, the valuation allowance increased by $ 21.3 6.6 37.8 NOL Carryforwards and Other Matters As of December 31, 2020, the Company had unused net operating loss (“NOL”) carryovers for income tax purposes of approximately $ 138.7 million with approximately $ 73.1 million relating to foreign subsidiaries and approximately $ 65.6 million relating to U.S. entities. The federal and state NOL carryforwards in the income tax returns filed included unrecognized tax benefits. The deferred tax assets recognized for those NOLs are presented net of these unrecognized tax benefits. The NOLs will expire at various dates from 2021 through 2040, with the exception of $ 50.0 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. When weighing all available evidence, associated with the realizability of its deferred tax assets, in particular, uncertainties related to the future generation of taxable income, the recent negative trends in certain operating markets, and the cumulative losses in certain jurisdictions, the Company determined that it was not “more likely than not” that it would be able to realize the tax benefits associated with certain of its net deferred tax assets. On the basis of this evaluation, a valuation allowance against the U.S. and other foreign jurisdictions deferred tax assets has been recorded to recognize only the portion of deferred tax assets that is more likely than not to be realized. The Company will continue to monitor its historical and forecast operating results in the U.S. to assess the realizability of its deferred tax assets. As of December 31, 2020, the Company has continued its position to return all foreign earnings to the U.S. parent company and has recorded deferred tax liabilities of $ 0.5 Unrecognized Tax Benefits As of December 31, 2020, $ 1.1 4.3 1.5 As of December 31, 2020, unrecognized tax benefits of $1.1 million, if recognized, would affect the effective tax rate. As of December 31, 2020, unrecognized tax benefits of $4.3 million, if recognized, would not affect the Company’s effective tax rate since the tax benefits would increase a deferred tax asset that is currently fully offset by a full valuation allowance. The Company accounts for interest expense and penalties associated with unrecognized tax benefits as part of its income tax expense. The unrecognized tax benefit as of December 31, 2020 includes an aggregate of approximately $ 0.1 The following table summarizes changes in unrecognized tax benefits for the years ending December 31, 2020 and 2019 (in thousands): SCHEDULE OF UNRECOGNIZED TAX BENEFITS 2020 2019 Balance, beginning of year $ 1,545 $ 430 Increase related to: Prior tax positions 4,500 1,163 Current tax positions 15 22 Decreases related to prior tax positions (613 ) (46 ) Settlements - (24 ) Balance, end of year $ 5,447 $ 1,545 The Company files income tax returns in the U.S. federal, and various states as well as the following foreign jurisdictions: Australia, Austria, Canada, Chile, China, Colombia, Germany, Hong Kong, Hungary, Indonesia, Ireland, Italy, Japan, Korea, Malaysia, Malta, Mexico, New Zealand, Norway, Peru, Poland, Russia, Singapore, Sweden, Switzerland, Thailand, Tahiti, Taiwan, the UK and Vietnam. The Company’s federal and state tax years for 2017 and forward are subject to examination by taxing authorities. All foreign jurisdictions tax years are also subject to examination depending on their relative statutes of limitations. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 14 — COMMITMENTS AND CONTINGENCIES Executive Deferred Compensation Plan Morinda’s Board of Directors implemented an unfunded executive deferred compensation plan in 2009 for certain executives of Morinda. All financial performance targets under the plan were achieved prior to the Morinda acquisition date in December 2018. After the executives retired, the deferred compensation obligation is payable over a period up to 20 3.6 0.3 3.8 0.3 401(k) Plan Since December 2018, the Company has had a defined contribution employee benefit plan under section 401(k) of the Code (the “401(k) Plan”). The 401(k) Plan covers all eligible U.S. employees that are entitled to participate at the beginning of the first full quarter following commencement of employment. The Company matches the entire amount of the employee contributions up to 3% of the participating employee’s compensation, and then 50% of employee contributions between 4% and 5% of the participating employee’s compensation. These matching contributions vest for 100% when the matching contributions are made. 0.9 0.7 Foreign Benefit Plans The Company has an unfunded retirement benefit plan for its Japanese subsidiary that entitles substantially all employees in Japan, other than directors, to retirement payments. The Company also has an unfunded retirement benefit plan in Indonesia that entitles all permanent employees to retirement payments. Upon termination of employment, the employees of the Japanese subsidiary are generally entitled to retirement benefits determined by reference to basic rates of pay at the time of termination, years of service, and conditions under which the termination occurs. If the termination is involuntary or caused by retirement at the mandatory retirement age of 65, the employee is entitled to a greater payment than in the case of voluntary termination. The employees in Indonesia whose service is terminated are generally entitled to retirement benefits determined by reference to basic rates of pay at the time of termination, years of service and conditions under which the termination occurs. 2.9 3.5 3.1 3.4 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 Brand Partners, 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 Brand Partners 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. On November 19, 2020, Ariix’s subsidiary in Japan (the “Japanese Subsidiary”) received an order from the Japan Consumer Affairs Agency notifying it of a nine-month suspension from recruiting new Brand Partners in Japan. In comparison to pre-acquisition levels of net revenue generated by the Japanese subsidiary, management expects that the suspension of recruiting could result in a material reduction in net revenue for the nine-month suspension period. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS According to the order, the Japanese Subsidiary may continue to sell products to customers through existing Brand Partners and may continue to attract new customers. Accordingly, the Japanese Subsidiary has refocused its efforts to attract new customers by introducing new products and a new customer program. The Japanese Subsidiary has terminated non-compliant distributors whose actions led to the sanction, and many other distributors have elected to terminate their relationship with the Japanese Subsidiary. 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 December 31, 2020 and 2019, the Company has recorded a current liability under ASC 450, Contingencies 1.1 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 some of these Orders were relaxed or lifted in different jurisdictions at various times during the year ended December 31, 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. 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 68% of the Company’s net revenue for the year ended December 31, 2020. The impact of COVID-19 was a significant contributing factor for the year ended December 31, 2020 that resulted in decreases in net revenue in foreign countries as a group. While the Company’s direct-to-consumer selling model typically relies heavily on the use of its Brand Partner sales force in close contact with customers, the pandemic has required alternative selling approaches such as through social media. Until an effective vaccine or other successful mitigation of COVID-19 has been widely administered throughout the population, no assurance can be provided that the Company will be able to avoid future reductions in net revenue using alternative selling approaches that avoid direct contact with customers. In 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 new variants 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. Employment and Severance 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% January 1, 2023 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On September 4, 2020, the Company and David Vanderveen entered into a Confidential Settlement Agreement and Release (the “Settlement Agreement”) in connection with his resignation from the Company, which was deemed effective as of August 1, 2020. Under the Settlement Agreement, Mr. Vanderveen’s employment agreement discussed above was cancelled and he agreed to release any and all claims he may have against the Company in exchange for receiving (i) $ 0.4 0.3 41,250 42,900 1.77 September 4, 2021 22,500 Guarantee Deposits The Direct / Social Selling segment has deposits in Korea that serve as collateral for Brand Partner returns dictated by law related to future customer returns, and collateral to credit card companies for guarantee of Brand Partner payments. Approximately $ 0.9 Royalty Agreement In December 2020, the Company entered into a royalty agreement with an individual that developed a sales, distribution and direct customer network (the “Royalty Network”). Pursuant to the agreement, the Company prepaid royalties of $ 0.5 750,000 Future royalty payments will be determined based on a sliding scale where (i) no royalties are payable if net revenue for the annual contract period is less than $3.0 million, and (ii) royalties ranging from 3% to 4% of net revenue are payable for annual revenue in excess of $3.0 million. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
NET LOSS PER SHARE
NET LOSS PER SHARE | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 15 — NET LOSS PER SHARE Net loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. 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 years ended December 31, 2020 and 2019, basic and diluted net loss per share were the same since all Common Stock equivalents were anti-dilutive. As of December 31, 2020 and 2019, the following potential Common Stock equivalents were excluded from the computation of diluted net loss per share since the impact of inclusion was anti-dilutive (in thousands): SCHEDULE OF LOSS PER SHARE 2020 2019 Equity Incentive Plan awards: Stock options 3,856 3,551 Unissued and unvested restricted stock awards 2,057 2,069 Common stock purchase warrants 1,803 311 Total 7,716 5,931 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | NOTE 16 — FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair measurement: Level 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date As of December 31, 2020 and 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 fair value of the short-term debts for business combination obligations in Note 4 are classified as Level 2 and were recently determined whereby the carrying value and fair value as of December 31, 2020 are the same. The estimated fair value of the Senior Notes discussed in Notes 9 and 10 is classified as Level 2 and amounted to approximately $ 28.9 Recurring Fair Value Measurements SCHEDULE OF FAIR VALUE OF LIABILITIES For the years ended December 31, 2020 and 2019, the Company did not have any recurring measurements for the fair value of assets. Recurring measurements of the fair value of liabilities as of December 31, 2020 and 2019 were as follows: 2020 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Ariix derivative liability $ - $ - $ 90,874 $ 90,874 $ - $ - $ - $ - Interest rate swap liability - - - - - 99 - 99 Total $ - $ - $ 90,874 $ 90,874 $ - $ 99 $ - $ 99 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 years ended December 31, 2020 and 2019, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. Presented below is further information about the Ariix derivative liability and the interest rate swap shown in the table above. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Derivative Liability As discussed in Note 4, the Company is required to seek approval from its stockholders to issue up to an aggregate of 40.1 35.7 163.3 77% 0.1% 16.5% Interest Rate Swap Agreement The Company entered into an interest rate swap agreement with EWB dated July 31, 2019. This swap agreement provided for a total notional amount of $ 10.0 5.4% May 1, 2023 0.5% 0.1 Significant Concentrations A substantial portion of the business related to the Direct / Social Selling segment is conducted in foreign markets, exposing the Company to the risks of trade or foreign exchange restrictions, increased tariffs, foreign currency fluctuations and similar risks associated with foreign operations. For the years ended December 31, 2020 and 2019, approximately 68% 72% 70% 10% 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 December 31, 2020, the Company had cash and cash equivalents with two financial institutions in the United States with balances of $ 8.2 23.7 6.3 7.3 22.2 1.4 6.6 3.6 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. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS |
SEGMENTS AND GEOGRAPHIC CONCENT
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS | NOTE 17 — SEGMENTS AND GEOGRAPHIC CONCENTRATIONS Reportable Segments The Company follows segment reporting in accordance with ASC Topic 280, Segment Reporting The Direct / Social Selling segment is engaged in the development, manufacturing, and marketing of a portfolio of healthy products in three core category platforms including health and wellness, healthy appearance, and nutritional performance all sold primarily via e-commerce and through a direct route to market. The Direct / Social Selling segment has manufacturing operations in Tahiti, Germany, Japan, the United States, and China. The Direct / Social Selling segment’s products are sold and distributed in more than 50 countries using its group of more than 400,000 Brand Partners. Approximately 85% As of December 31, 2020, the Direct Store segment is a direct-store-distribution (“DSD”) business servicing Colorado and surrounding markets. Until September 24, 2020 when the Company disposed of the Divested Business discussed in Note 4, the segment also marketed and sold a portfolio of healthy beverage brands including XingTea, Búcha® Live Kombucha, Coco-Libre, Evian, Nestea, Illy Coffee and Volvic. In connection with the disposition of the Divested Business, the Company entered into a Distributor Agreement, pursuant to which BWR appointed the Company as its exclusive distributor of certain beverage products in selected territories in the United States. Net revenue by reporting segment for the years ended December 31, 2020 and 2019, was as follows (in thousands): SUMMARY OF SEGMENT REPORTING Segment 2020 2019 Direct/ Social Selling $ 222,130 $ 200,708 Direct Store 57,341 53,000 Net revenue $ 279,471 $ 253,708 Gross profit (loss) by reporting segment for the years ended December 31, 2020 and 2019, was as follows (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION Segment 2020 2019 Direct/ Social Selling $ 169,025 $ 155,685 Direct Store 8,464 (2,978 ) Total gross profit $ 177,489 $ 152,707 Assets by reporting segment as of December 31, 2020 and 2019, were as follows (in thousands): Segment 2020 2019 Direct/ Social Selling $ 396,174 $ 201,600 Direct Store 47,008 49,530 Total assets $ 443,182 $ 251,130 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Depreciation and amortization expense by reporting segment for the years ended December 31, 2020 and 2019, was as follows (in thousands): Segment 2020 2019 Direct/ Social Selling $ 8,362 $ 6,782 Direct Store 566 1,977 Total depreciation and amortization $ 8,928 $ 8,759 Cash payments for capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the years ended December 31, 2020 and 2019, were as follows (in thousands): Segment 2020 2019 Direct/ Social Selling $ 2,188 $ 4,204 Direct Store 283 1,153 Total capital expenditures $ 2,471 $ 5,357 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 years ended December 31, 2020 and 2019 (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION 2020 2019 United States of America $ 89,079 $ 77,084 Japan 87,968 87,151 China 51,419 52,985 Rest of World 51,005 (1) 36,488 (1) Net revenue $ 279,471 $ 253,708 (1) No individual country in the Rest of World group exceeds 10% As a result of the recently completed acquisition of Ariix, it is not currently practicable to disclose a breakdown of consolidated sales information by product type. As of December 31, 2020, the net carrying value of property and equipment located outside of the United States amounted to approximately $ 23.6 22.1 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 18 — SUBSEQUENT EVENTS Clarification Letter On January 29, 2021, the Company and the Sellers’ Agent entered into a letter of clarification (the “Clarification Letter”) to the Ariix Merger Agreement discussed in Note 4. The Clarification Letter explained the intent of the parties as of the Ariix Closing date whereby (i) a restricted cash account of Ariix with a Chinese bank that had a balance of $ 3.1 500,000 25.5 25.0 0.6 ATM Sales Agreement On February 9, 2021, the Company notified Roth Capital Partners LLC of its election to terminate the ATM Agreement discussed in Note 11. On February 11, 2021, the Company entered into a sales agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (the “Manager”), under which the Company may offer and sell from time-to-time up to an aggregate of approximately $ 53.5 3.0 The Company has no obligation to sell any of the Placement Shares under the Sales Agreement. The Sales agreement may be terminated by the Company upon five business days’ notice to the Manager and at any time by the Manager or by the mutual agreement of the parties. If not earlier terminated, the Sales Agreement will remain in effect until all of the Placement Shares are sold. Under the Sales Agreement, the Company will pay the Manager a commission equal to 3% Private Placement of Equity Securities On February 16, 2021, the Company entered into a securities purchase agreement in connection with a private placement for the issuance of an aggregate of approximately 14.6 7.3 58.0 7% 53.9 The warrants have an initial exercise price of $ 5.00 4.99% 9.99% Pursuant to the registration rights agreement, the Company agreed to file an initial registration statement on Form S-3 covering the resale of the shares of Common Stock and the Warrant Shares with the SEC by March 18, 2021. The Company has also agreed that the registration statement must be declared effective by the SEC and effectiveness must be maintained within prescribed deadlines set forth in the registration rights agreement. If the Company does not comply with these requirements, the investors are entitled to liquidated damages equal to 2.0% of the aggregate subscription amount on each 30-day anniversary of such failure. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Gould Agreement On March 3, 2021, the Company and Gregory A. Gould, the Chief Financial Officer of the Company, entered into a Modification and Transition Addendum to Employment Agreement and Indemnification Agreement (the “Gould Agreement”). The Gould Agreement amends the employment agreement with Mr. Gould discussed in Note 14, whereby he will continue to serve as Chief Financial Officer of the Company until July 2, 2021 (the “Term”). As part of the transition, Mr. Gould will receive (i) a payment in March 2021 for his 2020 performance bonus of $250,000, (ii) a target performance bonus of $650,000 for his work in 2021 payable in July 2021, (iii) severance compensation of one year of base salary of $500,000 plus target bonus of $250,000 pursuant to his employment agreement, (iv) payment of health insurance premiums for one year, and (v) title to his Company automobiles and laptop computer will be transferred to Mr. Gould. In addition, the Company agreed to issue stock options for 125,000 July 2, 2021 three Pursuant to the Senior Notes discussed in Note 10, the Company is required to replace Mr. Gould with a suitable candidate to serve as the Chief Financial Officer within 120 days of Mr. Gould’s termination date. The failure to replace Mr. Gould with an individual reasonably acceptable to the lenders would result in an event of default under the Senior Notes. Business Combination On March 4, 2021, the Company entered into a letter of intent to acquire Aliven Inc. (“Aliven”), a Japan-based direct selling company. Aliven currently generates approximately $ 20 million in annualized net revenue with more than 100,000 customers and Brand Partners. Aliven sells a portfolio of differentiated healthy products including skin care products infused with cultured stem cells, nutritional products, and their patented far-infrared technology products designed for reduction of localized pain. Consideration for the acquisition of Aliven is approximately 1.1 million shares of NewAge Common Stock. Completion of the proposed transaction is subject to negotiation and execution of a definitive agreement and the satisfaction of customary conditions to closing. Restricted Stock Grant On March 10, 2021, the Board of Directors approved restricted stock grants to the Company’s Chief Executive Officer for (i) 175,000 (ii) a grant of 350,000 shares up to 1,050,000 shares that vest to the extent that prescribed amounts of measurable merger synergies are realized by the Company over the three-year period ending December 31, 2023, and (iii) a grant of 350,000 shares up to 1,050,000 shares that vest if the Company achieves prescribed levels of earnings before interest, taxes, depreciation and amortization (“EBITDA”) over the three-year period ending December 31, 2023. NewAge, Inc. |
SCHEDULE II VALUATION AND QUALI
SCHEDULE II VALUATION AND QUALIFYING ACCOUNT | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II VALUATION AND QUALIFYING ACCOUNT | SCHEDULE II VALUATION AND QUALIFYING ACCOUNT (In Thousands) SCHEDULE OF SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Additions Provisions Effect of Balance at Charged to Assumed in Amounts Foreign Balance at Beginning Costs and Business Written Currency End of Description of Year Expenses Combinations Off Translation Year Year Ended December 31, 2020: Allowance for doubtful accounts $ 534 $ 196 $ - $ (148 ) $ - $ 582 Allowance for sales returns 461 8 2,500 (1,647 ) - 1,322 Income tax valuation allowance 43,465 17,880 4,038 (662 ) - 64,721 Year Ended December 31, 2019: Allowance for doubtful accounts $ 134 $ 455 $ 114 $ (169 ) $ - $ 534 Allowance for sales returns 200 261 - - - 461 Income tax valuation allowance 5,197 38,682 - (433 ) 19 43,465 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
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 existing 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 business combination obligations and the related 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. |
Cash and Cash Equivalents | Cash and Cash Equivalents All highly liquid investments purchased with an original maturity of three months or less that are freely available for the Company’s immediate and general business use are classified as cash and cash equivalents. Cash consists of demand deposits with financial institutions. Cash equivalents consist of short-term certificates of deposit. |
Allowance for Doubtful Accounts | Allowance for Doubtful Accounts Effective January 1, 2020, the Company adopted ASU 2016-13 that requires an impairment model known as the “current expected credit losses” model that is based on expected losses rather than incurred losses. Under the “current expected credit losses” model, an entity recognizes, as an allowance, its estimate of expected credit losses. Through December 2019, the Company recorded a provision for doubtful accounts based on historical experience and a detailed assessment of the collectability of its trade accounts receivable. In estimating the allowance for doubtful accounts, the Company considered, among other factors, the aging of the accounts receivable, its historical write-offs, the credit worthiness of customers, and general economic conditions. Under both methods, account balances are charged off against the allowance for doubtful accounts when the Company believes that it is probable that the receivable will not be recovered. |
Inventories | Inventories Inventories are adjusted to the lower of cost and net realizable value, using the first-in, first-out method. The components of inventory cost include raw materials, labor and overhead. The determination of net realizable value involves various assumptions related to excess or slow-moving inventories, non-conforming inventories, expiration dates, current and future product demand, production planning, and market conditions. If future demand and market conditions are less favorable than management’s assumptions, additional inventory adjustments could be required in future periods. |
Identifiable Intangible Assets | Identifiable Intangible Assets Identifiable intangible assets are recorded at the estimated acquisition date fair value. Finite lived intangible assets are amortized over the shorter of the contractual life or their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the intangible asset are expected to be generated. In connection with the Company’s business combinations, identifiable intangible assets were acquired that were recorded at estimated fair value on the date of acquisition. These assets are being amortized using the straight-line method over the estimated useful lives as follows: IDENTIFIABLE INTANGIBLE ASSETS ESTIMATED USEFUL LIFE Brand Partner distribution and sales network 10 13 Trade names 5 15 Manufacturing know-how and other 15 Non-compete agreements 3 5 China direct selling license 15 Patents and other 10 12 |
Leases | Leases The Company determines if contractual arrangements are considered a lease at inception. Operating leases are included in right-of-use (“ROU”) assets, whereas assets related to finance leases are included in property and equipment. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the related obligations to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. Most of the Company’s leases do not set forth an implicit interest rate, which requires use of the Company’s estimated incremental borrowing rate to determine the present value of lease payments. The Company has a central treasury function and determines the incremental borrowing rate based on local economic conditions in the jurisdiction of the related leased property. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS When lease terms include options to extend or terminate the lease that are considered reasonably certain to be exercised, the ROU calculations give effect to the expected exercise of such options. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Some of the Company’s lease agreements contain lease and non-lease components, which are generally accounted for separately. However, for certain leases, the Company elects to account for the lease and non-lease components as a single lease component. Additionally, for certain equipment leases, the Company applies a portfolio approach to account for the ROU assets and operating lease liabilities. |
Property and Equipment | Property and Equipment Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as follows: PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Years Buildings and improvements 28 40 Machinery and equipment 3 7 Leasehold improvements 1 20 Office furniture and equipment 3 7 Transportation equipment 3 5 Leasehold improvements are amortized over the remaining lease term or the estimated useful life of the asset, whichever is shorter. Maintenance and repairs are expensed as incurred. Depreciation commences when assets are initially placed into service for their intended use. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but tested for impairment annually on December 31 of each year, or more frequently when events or circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered more likely than not that the fair value of the reporting unit is greater than the carrying amount, further testing of goodwill for impairment is not required. If the carrying amount of a reporting unit exceeds the reporting unit’s fair value, an impairment loss is recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. |
Impairment of Long-lived Assets | Impairment of Long-lived Assets Long-lived assets consist of identifiable intangible assets, property, equipment, and ROU assets, which are reviewed for impairment whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Impairment exists for long-lived assets if the carrying amounts of such assets exceed the estimates of future net undiscounted cash flows expected to be generated by such assets. An impairment charge is recognized for the amount by which the carrying amount of the asset, or asset group, exceeds its fair value. |
Debt Issuance Costs and Discounts | Debt Issuance Costs and Discounts Debt issuance costs are costs incurred to obtain new debt financing or modify existing debt agreements and consist of incremental direct costs incurred for professional fees and due diligence services, including reimbursement of similar costs incurred by the lenders. Amounts paid to the lenders when a financing is consummated are a reduction of the proceeds and are treated as a debt discount. Except for revolving lines of credit, debt issuance costs and discounts are presented in the accompanying consolidated balance sheets as a reduction in the carrying value of the debt and are accreted to interest expense using the effective interest method. Debt issuance costs related to revolving lines of credit are presented in the accompanying consolidated balance sheets as a long-term asset and are amortized using the straight-line method over the contractual term of the debt agreement. Unamortized deferred debt issuance costs are not charged to expense when the related debt becomes a demand obligation due to the violation of terms so long as it is probable that the lenders will either waive the violation or will agree to amend or restructure the terms of the indebtedness. If either circumstance is probable, the deferred debt issuance costs continue to be amortized over the remaining term of the initial amortization period. If it is not probable, the costs will be charged to expense. |
Equity Offering Costs | Equity Offering Costs Commissions, legal fees and other costs that are directly associated with equity offerings are capitalized as deferred offering costs, pending a determination of the success of the offering. Deferred offering costs related to successful offerings are charged to additional paid-in capital in the period it is determined that the offering was successful. Deferred offering costs related to unsuccessful equity offerings are recorded as expense in the period when it is determined that an offering is unsuccessful. |
Revenue Recognition | Revenue Recognition Product sales are recognized when the Company satisfies its performance obligations and transfers control of the promised products to its customers, which generally occurs over a very short period of time. Performance obligations are typically satisfied by shipping or delivering products to customers, which is also the point when title transfers to customers. Revenue is measured as the amount of consideration expected to be received in exchange for transferring the related products. Revenue consists of the gross sales price, less estimated returns and allowances for which provisions are made at the time of sale, and less certain other discounts, allowances, and personal rebates that are accounted for as a reduction from gross revenue. Shipping and handling charges that are billed to customers are included as a component of revenue and amounted to $ 7.3 5.7 Payments received for undelivered or back-ordered products are recorded as deferred revenue. The Company’s policy is to defer revenue related payments received on products ordered in the current period but not delivered until the subsequent period, initial Brand Partner fees, Brand Partner renewal fees and internet subscription fees until the products or services have been provided. Deferred revenue is included in other accrued liabilities in the consolidated balance sheets and amounted to $ 6.3 1.4 Customers are permitted to return products in unused condition during a period of six twelve 250 1.0 |
Customer Programs and Incentives | Customer Programs and Incentives The Company incurs customer program costs to promote sales of products and to maintain competitive pricing. Amounts paid in connection with customer programs and incentives are recorded as reductions to revenue or as advertising, promotional and selling expenses, based on the nature of the expenditure. The Company accounts for volume rebates made to its Brand Partners, and similar discounts and incentives, as a reduction of revenue in the accompanying consolidated statements of operations. |
Sales and Marketing Expenses | Sales and Marketing Expenses Promotional and selling expenses consisted of sales and marketing expenses, and promotional activity expenses and are recognized in the period incurred. The Company accrues expenses for incentive trips associated with the Direct / Social Selling segment’s marketing program, which rewards certain Brand Partners with paid attendance at its conventions, meetings, and retreats. Expenses associated with incentive trips are accrued over qualification periods as they are earned. The Company specifically analyzes incentive trip accruals based on historical and current sales trends as well as contractual obligations when evaluating the adequacy of the incentive trip accrual. Actual results could result in liabilities being more or less than the amounts recorded. |
Research and Development | Research and Development Research and development costs are primarily related to development of new product formulas. All research and development costs are expensed as incurred and amounts incurred through December 31, 2020 have not been material. |
Loss and Gain Contingencies | Loss and Gain Contingencies The Company is subject to the possibility of various loss contingencies arising in the ordinary course of business. An estimated loss contingency is accrued when it is probable that an asset has been impaired, or a liability has been incurred, and the amount of loss can be reasonably estimated. If some amount within a range of loss appears to be a better estimate than any other amount within the range, the Company accrues that amount. Alternatively, when no amount within a range of loss appears to be a better estimate than any other amount, the Company accrues the lowest amount in the range. If the Company determines that a loss is reasonably possible and the range of the loss is estimable, then the Company discloses the range of the possible loss. If the Company cannot estimate the range of loss, it will disclose the reason why it cannot estimate the range of loss. The Company regularly evaluates current information available to it to determine whether an accrual is required, an accrual should be adjusted and if a range of possible loss should be disclosed. Legal fees related to contingencies are charged to general and administrative expense as incurred. Contingencies that may result in gains are not recognized until realization is assured, which typically requires collection in cash. |
Stock-Based Compensation | Stock-Based Compensation The Company measures the cost of employee and director services received in exchange for all equity awards granted, including stock options, based on the fair market value of the award as of the grant date. The Company computes the fair value of options using the Black-Scholes-Merton (“BSM”) option pricing model. The Company recognizes the cost of the equity awards over the period that services are provided to earn the award, usually the vesting period. For awards granted which contain a graded vesting schedule, and the only condition for vesting is a service condition, compensation cost is recognized as an expense on a straight-line basis over the requisite service period as if the award were, in substance, a single award. The Company recognizes the impact of forfeitures in the period that the forfeiture occurs, rather than estimating the number of awards that are not expected to vest in accounting for stock-based compensation. |
Derivatives | Derivatives Derivative financial instruments are recorded in the accompanying consolidated balance sheets at fair value. When the Company enters into a financial instrument such as a debt or equity agreement (the “host contract”), the Company assesses whether the economic characteristics of any embedded features are clearly and closely related to the primary economic characteristics of the remainder of the host contract. When it is determined that (i) an embedded feature possesses economic characteristics that are not clearly and closely related to the primary economic characteristics of the host contract, and (ii) a separate, stand-alone instrument with the same terms would meet the definition of a financial derivative instrument, then the embedded feature is bifurcated from the host contract and accounted for as a derivative instrument. The estimated fair value of the derivative feature is recorded in the accompanying consolidated balance sheets separately from the carrying value of the host contract. Subsequent changes in the estimated fair value of derivatives are recorded as a gain or loss in the Company’s consolidated statements of operations. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income Taxes, under which deferred income taxes are recognized based on the estimated future tax effects of differences between the financial statement and tax bases of assets and liabilities given the provisions of enacted tax laws. Deferred income tax provisions and benefits are based on changes to the assets or liabilities from year to year. In providing for deferred taxes, the Company considers the relevant tax laws and regulations of the jurisdictions in which the Company operates, estimates of future taxable income, and available tax planning strategies. If tax regulations, operating results, or the ability to implement tax-planning strategies vary, adjustments to the carrying value of deferred tax assets and liabilities may be required. A valuation allowance is recorded when it is more likely than not that a deferred tax asset will not be realized. The recorded valuation allowance is based on significant estimates and judgments and if the facts and circumstances change, the valuation allowance could materially change. In accounting for uncertainty in income taxes, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. |
Foreign Currency Translation | Foreign Currency Translation The Company’s reporting currency is the U.S. Dollar, while the functional currencies of its foreign subsidiaries are their respective local currencies. A majority of the Direct / Social Selling segment’s business operations occur outside the United States. The local currency of each of the Direct / Social Selling segment’s international subsidiaries and branches is used as its functional currency. All assets and liabilities are translated into U.S. dollars at exchange rates existing at the consolidated balance sheet date, and net revenue and expenses are translated at monthly average exchange rates. The resulting net foreign currency translation adjustments are recorded in accumulated other comprehensive income as a separate component of shareholders’ equity in the consolidated balance sheets. Gains and losses from foreign currency transactions and remeasurement gains (losses) on short-term intercompany borrowings, are recorded in other income and expense in the consolidated statements of operations and comprehensive loss. The tax effect has not been material to date. |
Loss Per Common Share | Loss Per Common Share Basic net loss per common share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding for each period presented. Diluted net loss per common share is computed by giving effect to all potential shares of Common Stock, including unvested restricted stock awards, stock options, convertible debt, Preferred Stock, and warrants, to the extent dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Adopted Standards. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. 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. Standards Required to be Adopted in Future Years. In August 2020, the FASB issued ASU 2020-06, Debt – Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity). NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not currently expected to have a material impact on the Company’s financial statements upon adoption. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
IDENTIFIABLE INTANGIBLE ASSETS ESTIMATED USEFUL LIFE | In connection with the Company’s business combinations, identifiable intangible assets were acquired that were recorded at estimated fair value on the date of acquisition. These assets are being amortized using the straight-line method over the estimated useful lives as follows: IDENTIFIABLE INTANGIBLE ASSETS ESTIMATED USEFUL LIFE Brand Partner distribution and sales network 10 13 Trade names 5 15 Manufacturing know-how and other 15 Non-compete agreements 3 5 China direct selling license 15 Patents and other 10 12 |
PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE | Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets, as follows: PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE Years Buildings and improvements 28 40 Machinery and equipment 3 7 Leasehold improvements 1 20 Office furniture and equipment 3 7 Transportation equipment 3 5 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
SCHEDULE OF PURCHASE CONSIDERATION | Presented below is a summary of the total purchase consideration for the Ariix and BWR business combinations (dollars in thousands): SCHEDULE OF PURCHASE CONSIDERATION Ariix BWR 2020 2019 Pre-closing cash advance $ - $ 1,000 Cash paid to former owners - 500 Fair value of: Common stock issuable for 19.7 54,186 453 Short-term cash consideration 10,000 - Derivative liability to issue shares or cash 90,874 - Total purchase consideration $ 155,060 $ 1,953 |
SUMMARY OF PURCHASE PRICE ALLOCATION | Presented below is a summary of the purchase price allocations for the Ariix and BWR business combinations (in thousands): SUMMARY OF PURCHASE PRICE ALLOCATION Ariix BWR 2020 2019 Identifiable assets acquired: Cash, cash equivalents and restricted cash $ 7,408 $ 537 Accounts receivable, net 4,740 1,293 Inventories 20,084 (1) 2,398 (1) Prepaid expenses and other assets 7,418 452 Non-compete agreement 19,085 (2) 120 Other identifiable intangible assets 112,730 (3) 1,410 (3) Right-of-use assets 3,309 708 Property and equipment 789 136 Total identifiable assets acquired 175,563 7,054 Liabilities assumed: Accounts payable and accrued liabilities (50,893 ) (4,071 ) Business combination liabilities (6,743 ) - Mortgage and notes payable (2,779 ) (2,353 ) (5) Deferred income taxes (1,488 ) (4) - (4) Operating lease liabilities (3,309 ) (708 ) Net identifiable assets acquired 110,351 (78 ) Goodwill 44,709 (6) 2,031 (6) Total purchase price allocation $ 155,060 $ 1,953 (1) Based in part on the preliminary report of an independent valuation specialist for Ariix and a final report for BWR, the fair value of work-in-process and finished goods inventories on the closing dates exceeded the historical carrying value by approximately $ 0.9 0.2 (2) The fair value of the Ariix non-compete agreement was determined based on the fair value for 7.0 million shares of the Company’s Common Stock issuable in exchange for the non-compete agreement as of the Ariix Closing Date. The fair value was discounted using a credit adjusted risk free interest rate of approximately 2.0 %. (3) Based in part on the preliminary report of an independent valuation specialist for Ariix and a final report for BWR, the fair value of identifiable intangible assets was determined primarily using variations of the “income approach,” which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. (4) The U.S. operations of Ariix and BWR were previously taxed on the owners’ individual income tax returns. Adjustments of approximately $ 8.0 0.4 (5) The Company assumed BWR’s obligations under its existing line of credit in connection with the business combination. Shortly after the closing date, the Company paid an aggregate of $ 2.5 (6) Goodwill was recognized for the difference between the total purchase consideration transferred to consummate the business combinations and the fair value of the net identifiable assets acquired. Goodwill primarily relates to expected synergies to be realized due to combining the respective businesses with the Company, and the value of assembled workforces on the closing dates. Goodwill in connection with the Ariix and BWR business combinations is not expected to be deductible for income tax purposes. |
SUMMARY OF IDENTIFIABLE ASSETS ACQUIRED | Presented below are the details of the identifiable intangible assets acquired in the Ariix business combination and the weighted average estimated useful lives (dollars in thousands): SUMMARY OF IDENTIFIABLE ASSETS ACQUIRED Fair Useful Value Lives Brand Partner sales and distribution network $ 79,550 13.0 Brand and trade names 19,970 14.5 Internal use software 13,210 15.0 Sub-total 112,730 13.5 Non-compete agreement 19,085 5.0 Total $ 131,815 12.3 |
SCHEDULE OF BUSINESS COMBINATION LIABILITIES | As of December 31, 2020 and 2019, business combination liabilities are as follows (in thousands): SCHEDULE OF BUSINESS COMBINATION LIABILITIES 2020 2019 Liabilities to former owners of Ariix: Derivative liability payable in cash or shares $ 90,874 (1) $ - Short-term debt payable in cash 10,000 - Business combination liabilities assumed from Ariix: Fair value of deferred consideration payable: LIMU 3,656 (2) - Zennoa 2,196 (3) - Short-term debt for Zennoa, due May 2021 850 - Morinda business combination liabilities: Excess working capital payable in July 2020, net of discount of $ 179 - 5,283 Earnout under Series D preferred stock - 225 (4) Total 107,576 5,508 Less current portion 11,750 5,508 Long-term portion $ 95,826 $ - (1) Pursuant to the Amended Ariix Merger Agreement, the Company is required to seek approval from its stockholders to issue up to an aggregate of 40.1 35.7 163.3 35.7 163.3 90.9 Key valuation assumptions included (i) historical volatility of NewAge shares of Common Stock of 77%, (ii) a risk-free interest rate of approximately 0.1%, and (iii) the weighted average cost of capital for the Company of 16.5%. (2) On May 31, 2019, Ariix completed a business combination with The LIMU Company, LLC (“LIMU”) that provided for a cash payment of $ 3.0 5.0 5.0 0.8 4.2 3.7 4.5% (3) On November 27, 2019, Ariix completed a business combination with Zennoa, LLC (“Zennoa”) that provided for fixed cash payments of $ 2.25 2.5 Payments related to the deferred consideration commenced in December 2020 and are computed using a variable percentage based on the Zennoa Sales Metric. No amounts are payable if the Zennoa Sales Metric is less than $6.0 million, and payments ranging from 3% to 5% of monthly sales are payable if the Zennoa Sales Metric exceeds $6.0 million. After the stated purchase price of $ 4.75 the Company is obligated to begin making Growth Incentive Payments (“GI Payments”) through November 2026. The amount of GI Payments due for each month is based on varying percentages starting at 2.0% if the Zennoa Sales Metric is at least $25.0 million, up to a maximum of 3.0% if the Zennoa Sales Metric is $45.0 million or higher. The Company determined that the probability of the Zennoa Sales Metric exceeding $25.0 million is remote. 2.2 3.9% (4) As of December 31, 2019, it was determined that Morinda’s EBITDA for the year ended December 31, 2019 was less than $ 17.0 0.2 1.5 The Preferred Stock terminated on April 15, 2020 , and the Company paid accumulated cash dividends of approximately $ 0.3 million in May 2020. |
SCHEDULE OF FUTURE MATURITIES OF BUSINESS COMBINATION OBLIGATIONS | As of December 31, 2020, the estimated future cash and derivative settlements for business combination obligations were as follows: SCHEDULE OF FUTURE MATURITIES OF BUSINESS COMBINATION OBLIGATIONS Type of Obligation Year Ending December 31, Debt Deferred Consideration Derivative Total 2021 $ 10,850 $ 900 $ - $ 11,750 2022 - 900 90,874 91,774 2023 - 900 - 900 2024 - 900 - 900 2025 - 900 - 900 Thereafter - 1,352 - 1,352 Total $ 10,850 $ 5,852 $ 90,874 $ 107,576 |
SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS | For the years ended December 31, 2020 and 2019, the accompanying consolidated statements of operations include net revenue and net loss for the post-acquisition results of operations of Ariix and BWR as follows (in thousands): SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS 2020 BWR Ariix BWR 2019 Net revenue $ 31,970 $ 9,173 $ 4,938 Net income (loss) $ 2,080 $ (3,952 ) $ (5,460 ) |
SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES | The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the years ended December 31, 2020 and 2019 (in thousands, except per share amounts): SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES 2020 2019 Net revenue $ 499,272 $ 485,169 Net loss $ (37,477 ) $ (89,304 ) Net loss per share- basic and diluted $ (0.32 ) $ (0.91 ) Weighted average number of shares of common stock outstanding- basic and diluted 116,052 97,747 |
DIVESTED BUSINESS (Tables)
DIVESTED BUSINESS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF RECOGNIZED A LOSS ON THE DISPOSITION OF THE DIVESTED BUSINESS | The Company recognized a loss on the disposition of the Divested Business of $ 3.4 SCHEDULE OF RECOGNIZED A LOSS ON THE DISPOSITION OF THE DIVESTED BUSINESS Carrying value of consideration received: Cash received $ 590 Nonrecourse Note, face amount of $ 3.3 - Total fair value of consideration received 590 Carrying value of assets conveyed: Cash (209 ) Accounts receivable (1,900 ) Inventories (3,891 ) Identifiable intangible assets (657 ) Right-of-use and other assets (761 ) Property and equipment (125 ) Liabilities conveyed: Accounts payable and accrued liabilities 2,549 Accrued compensation and other current liabilities 723 Operating lease liabilities 606 Total consideration conveyed to Buyer (3,665 ) Commissions and other selling expenses (371 ) Loss on disposition $ (3,446 ) |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF INVENTORIES | Inventories consisted of the following as of December 31, 2020 and 2019 (in thousands): SCHEDULE OF INVENTORIES 2020 2019 Raw materials $ 12,628 $ 12,848 Work-in-process 1,225 872 Finished goods, net 34,198 22,998 Total inventories $ 48,051 $ 36,718 |
SCHEDULE OF PREPAID EXPENSES AND OTHER | Prepaid expenses and other consisted of the following as of December 31, 2020 and 2019 (in thousands): SCHEDULE OF PREPAID EXPENSES AND OTHER 2020 2019 Prepaid expenses and deposits $ 11,255 $ 4,150 Supplier and other receivables 1,777 122 Prepaid stock-based compensation - 112 Total $ 13,032 $ 4,384 |
SCHEDULE OF PROPERTY AND EQUIPMENT | As of December 31, 2020 and 2019, property and equipment consisted of the following (in thousands): SCHEDULE OF PROPERTY AND EQUIPMENT 2020 2019 Land $ 37 $ 37 Buildings and improvements 18,098 16,686 Machinery and equipment 5,837 5,307 Leasehold improvements 7,100 5,019 Office furniture and equipment 4,809 3,964 Transportation equipment 1,039 1,733 Total property and equipment 36,920 32,746 Less accumulated depreciation (8,844 ) (4,303 ) Property and equipment, net $ 28,076 $ 28,443 |
SCHEDULE OF OTHER ACCRUED LIABILITIES | As of December 31, 2020 and 2019, other accrued liabilities consisted of the following (in thousands): SCHEDULE OF OTHER ACCRUED LIABILITIES 2020 2019 Accrued commissions $ 23,594 $ 8,914 Accrued compensation and benefits 9,443 5,868 Accrued marketing events 8,212 4,568 Deferred revenue 6,278 1,358 Provision for sales returns 1,322 461 Income taxes payable 3,461 15,227 Current portion of operating lease liabilities 6,948 5,673 Other accrued liabilities 10,749 7,382 Total accrued liabilities $ 70,007 $ 49,451 |
SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS | SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS Accrued liability, December 31, 2019 $ - Severance expense incurred 2,543 Cash payments (2,352 ) Accrued liability, December 31, 2020 $ 191 |
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE | Depreciation expense related to property and equipment and amortization expense related to identifiable intangible assets, including amounts included in cost of goods sold, are as follows (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2020 2019 Depreciation $ 3,999 $ 3,402 Amortization 4,929 5,357 Total $ 8,928 $ 8,759 |
IDENTIFIABLE INTANGIBLE ASSET_2
IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS | As of December 31, 2020 and 2019, identifiable intangible assets consisted of the following (in thousands): SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS December 31, 2020 December 31, 2019 Accumulated Net Book Accumulated Net Book Identifiable Intangible Asset Cost Amortization Value Cost Amortization Value Brand Partner distribution and sales network $ 89,310 $ (2,644 ) $ 86,666 $ 9,760 $ (1,005 ) $ 8,755 Trade names 27,433 (1,291 ) 26,142 7,485 (545 ) 6,940 Manufacturing know-how and other 21,290 (1,203 ) 20,087 8,080 (555 ) 7,525 Non-compete agreements 19,271 (603 ) 18,668 186 (64 ) 122 China direct selling license 20,420 (2,763 ) 17,657 20,420 (1,401 ) 19,019 Patents and other 418 (27 ) 391 1,107 (25 ) 1,082 Total identifiable intangible assets $ 178,142 $ (8,531 ) $ 169,611 $ 47,038 $ (3,595 ) $ 43,443 |
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF IDENTIFIABLE INTANGIBLE ASSETS | Assuming no future impairments or disposals, amortization expense for the above identifiable intangible assets for the next five years is set forth below: SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF IDENTIFIABLE INTANGIBLE ASSETS Year Ending December 31, 2021 $ 15,755 2022 15,694 2023 15,694 2024 15,694 2025 15,191 Thereafter 91,583 Total $ 169,611 |
SUMMARY OF GOODWILL | Goodwill by reporting unit consists of the following (in thousands): SUMMARY OF GOODWILL December 31, 2020 December 31, Reporting Unit 2019 Additions 2020 Ariix $ - $ 44,709 $ 44,709 Morinda 10,284 - 10,284 Total goodwill $ 54,993 $ 10,284 $ 54,993 |
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL | SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL Balance Changes in Net Carrying Value Balance December 31, Amortization Impairment December 31, Intangible Asset 2018 Additions (1) Expense Write-Offs (2) 2019 Identifiable intangible assets: License agreements China direct selling license $ 20,380 $ - $ (1,361 ) $ - $ 19,019 Other 5,671 838 (529 ) (5,980 ) - Manufacturing know-how and other 11,230 - (796 ) (2,909 ) 7,525 Trade names 11,717 300 (886 ) (4,191 ) 6,940 Brand Partner sales and distribution network 9,731 - (976 ) - 8,755 Customer relationships 5,250 420 (439 ) (5,231 ) - Patents 3,667 163 (274 ) (3,244 ) 312 Product distribution rights and other - 795 (25 ) - 770 Non-compete agreements 184 119 (72 ) (109 ) 122 Total identifiable intangible assets 67,830 2,635 (5,358 ) (21,664 ) 43,443 Goodwill 31,514 2,031 - (23,261 ) 10,284 Total intangible assets $ 99,344 $ 4,666 $ (5,358 ) $ (44,925 ) $ 53,727 (1) Additions include identifiable intangible assets of $ 1.5 2.0 0.8 2.0 (2) All impairment write-offs were attributable to the Direct Store segment. |
LEASES (Tables)
LEASES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Leases [Abstract] | |
SUMMARY OF CARRYING VALUE OF OPERATING LEASE ROU ASSETS | As of December 31, 2020 and 2019, the carrying value of ROU assets and the related operating lease obligations were as follows (in thousands): SUMMARY OF CARRYING VALUE OF OPERATING LEASE ROU ASSETS 2020 2019 Right-of-Use Assets $ 38,764 $ 38,458 Operating Lease Liabilities: Current $ 6,948 $ 5,673 Long-term 34,788 35,513 Total $ 41,736 $ 41,186 Deferred Lease Financing Obligation: Current $ 659 $ 637 Long-term 15,882 16,541 Total $ 16,541 $ 17,178 |
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS | As of December 31, 2020, future payments under operating lease agreements are as follows (in thousands): SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, 2021 $ 9,283 2022 6,835 2023 5,939 2024 5,599 2025 5,487 Thereafter 25,214 Total operating lease payments 58,357 Less imputed interest (16,621 ) (1) Present value of operating lease payments $ 41,736 (1) Calculated based on the term of the respective leases using corporate borrowing rates ranging from 2.0% 10.0% |
SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE | Presented below is a summary of the selling price and resulting gain on sale calculation (in thousands): 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 |
PRIVATE PLACEMENT OF DEBT AND_2
PRIVATE PLACEMENT OF DEBT AND EQUITY SECURITIES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Private Placement Of Debt And Equity Securities | |
SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS | SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS Warrants Commitment Senior Class A Class B Shares Notes Total Fair value on closing date $ 1,795 (1) $ 1,646 (1) $ 2,640 (2) $ 30,000 (3) $ 36,081 Percentage of total fair value 5.0 % 4.6 % 7.3 % 83.1 % 100.0 % Relative fair value allocation of net proceeds $ 1,428 (4) $ 1,310 (4) $ 2,101 (4) $ 23,871 (4) $ 28,710 (1) Fair value of the Warrants was computed using the Black-Scholes-Merton valuation model. Key assumptions included the respective exercise prices, the five-year term, the market price of the Company’s shares of Common Stock of $ 3.30 101 0.4 (2) The fair value of the Commitment Shares was based on the market price of the Company Shares of $ 3.30 (3) The fair value of the standalone Senior Notes debt instrument was determined by reference to market rates paid for debt by borrowers with a similar credit rating as the Company. (4) The relative fair value allocation is determined by multiplying the $ 28.7 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
SUMMARY OF DEBT | As of December 31, 2020 and 2019, the Company’s debt consisted of the following (in thousands): SUMMARY OF DEBT 2020 2019 Senior Notes, net of discount of $ 7,900 $ 24,532 $ - PPP Loan payable, interest at 1.0 unsecured due April 2022 6,868 - PPP Loan payable, interest at 1.0 unsecured due May 2022 2,781 - EWB Credit Facility: Term loan, net of discount of $ 448 - 14,302 Revolver - 9,700 Installment notes payable 16 8 Total 34,197 24,010 Less current maturities 18,016 11,208 Long-term debt, less current maturities $ 16,181 $ 12,802 |
SUMMARY FUTURE DEBT MATURITIES | As of December 31, 2020, the scheduled future maturities of long-term debt, exclusive of discount accretion, are as follows (in thousands): SUMMARY FUTURE DEBT MATURITIES Years Ending December 31, 2020 2021 $ 18,016 2022 24,081 Total $ 42,097 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT | Presented below is a summary of Common Stock issued pursuant to the ATM Agreement for the years ended December 31, 2020 and 2019 (in thousands): SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT Number Gross Offering Costs Net Year Ended December 31: Of Shares Proceeds Commissions Other Proceeds 2020 16,130 $ 25,815 $ (693 ) $ (164 ) $ 24,958 2019 5,957 $ 20,724 $ (622 ) $ (579 ) $ 19,523 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table sets forth stock option activity under the Equity Incentive Plans for the years ended December 31, 2020 and 2019 (shares in thousands): SCHEDULE OF STOCK OPTION ACTIVITY 2020 2019 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 3,551 $ 2.65 8.7 2,786 $ 2.84 9.0 Grants 1,498 2.67 1,489 2.37 Forfeited (862 ) 2.61 (418 ) 2.81 Exercised (331 ) (3) 1.98 (306 ) (3) 2.00 Outstanding, end of year 3,856 (4) 2.72 8.2 3,551 (4) 2.65 8.7 Vested, end of year 1,918 (5) 2.59 7.1 1,365 (5) 2.46 7.7 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) On the respective exercise dates, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.3 1.0 (4) As of December 31, 2020 and 2019, the aggregate intrinsic value of stock options outstanding was $ 1.5 19,000 (5) As of December 31, 2020 and 2019, the aggregate intrinsic value of vested stock options was $ 1.0 17,000 |
SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS | For the years ended December 31, 2020 and 2019, the valuation assumptions for stock options granted under the Equity Incentive Plans and the modified options discussed above were estimated on the date of grant or modification, as applicable, using the BSM option-pricing model with the following weighted-average assumptions: SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS 2020 2019 Grants Modifications Grants Modifications Grant or modification date closing price of Common Stock $ 2.66 $ 1.54 $ 2.38 $ 4.75 Expected life (in years) 5.8 0.3 6.4 1.0 Volatility 102 % 82 % 107 % 138 % Dividend yield 0 % 0 % 0 % 0 % Risk-free interest rate 0.7 % 0.1 % 1.7 % 1.9 % |
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY | The following table sets forth activity related to grants of restricted stock under the Equity Incentive Plans for the years ended December 31, 2020 and 2019 (in thousands): SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Equity-Classified Awards Liability-Classified Awards (1) Number of Per Unvested Number of Per Unvested Shares Share (2) Compensation Shares Share (2) Compensation Outstanding, December 31, 2018 1,151 $ 3.46 $ 3,987 474 $ 5.25 $ 2,489 Shares issued to Board members 91 (3) 5.49 500 (3) - - - Unvested awards granted to employees with service vesting criteria 2,085 (4) 2.42 5,036 (4) - - - Forfeitures (220 ) 4.63 (1,019 ) (322 ) 5.26 (1,693 ) Fair value adjustments and other - - (27 ) - (519 ) (1) Vested shares and expense (984 ) (5) 3.93 (3,872 ) (5) (115 ) (5) 1.83 (210 ) (5) Outstanding, December 31, 2019 2,123 2.17 4,605 37 1.81 67 Outstanding, December 31, 2019 2,123 2.17 4,605 37 1.81 67 Shares issued to Board members 339 (3) 1.87 633 (3) - - - Unvested awards granted to employees with service vesting criteria 1,259 (4) 2.43 3,060 (4) - - - Forfeitures (975 ) 1.94 (1,893 ) (2 ) 1.50 (3 ) Fair value adjustments and other (35 ) 0.97 (34 ) - - 28 (1) Vested shares and expense (672 ) (5) 3.68 (2,472 ) (5) (17 ) (5) 2.65 (45 ) (5) Outstanding, December 31, 2020 2,039 1.91 $ 3,899 18 2.61 $ 47 Intrinsic value, December 31, 2020 $ 5,363 (6) $ 47 (6) (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 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 December 31, 2020, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on that date. NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (2) Represents the weighted average price. (3) Represents grants to members of the Board of Directors whereby the shares of Common Stock were issued with cliff vesting one year after the grant date. (4) 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. (5) The “Number of Shares” column reflects shares that vested due to achievement of the service condition during the year. Vested shares include approximately 7,000 shares as of December 31, 2020 and 319,000 shares as of December 31, 2019 that were not issuable until the first quarter of the following year. (6) The intrinsic value is based on the closing price of the Company’s Common Stock of $ 2.63 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | Substantially all stock-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of operations. The table below summarizes stock-based compensation expense related to stock options and restricted stock awards for the years ended December 31, 2020 and 2019, and the unrecognized compensation expense as of December 31, 2020 and 2019 (in thousands): SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Expense Recognized for Unrecognized Expense Year Ended December 31: as of December 31: 2020 2019 2020 2019 Plan-based stock option awards: $ 2,121 $ 2,240 $ 4,389 $ 4,803 Plan-based restricted stock awards: Equity-classified 2,472 3,872 3,899 4,605 Liability-classified 45 210 47 67 Non-plan equity-classified restricted stock awards - 64 - - Warrants - 2 - - Total $ 4,638 $ 6,388 $ 8,335 $ 9,475 |
SCHEDULE OF WARRANTS | The following table sets forth warrant activity for the years ended December 31, 2020 and 2019 (shares in thousands): SCHEDULE OF WARRANTS 2020 2019 Shares Price (1) Term (2) Shares Price (1) Term (2) Outstanding, beginning of year 311 $ 4.80 6.7 103 $ 4.38 3.2 Grants 1,500 (3) 4.75 208 5.01 Forfeited (8 ) 1.83 - - Outstanding, end of year 1,803 (4) 4.77 5.1 311 4.80 6.7 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the warrants expire. (3) Grant of Warrants in connection with the private placement discussed in Note 9. (4) All warrants are vested and exercisable as of December 31, 2020. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF LOSS BEFORE INCOME TAX EXPENSE | For the years ended December 31, 2020 and 2019, loss before income tax expense is as follows (in thousands): SCHEDULE OF LOSS BEFORE INCOME TAX EXPENSE 2020 2019 Domestic $ (50,361 ) $ (96,159 ) International 12,912 18,992 Loss before income taxes $ (37,449 ) $ (77,167 ) |
SCHEDULE OF RECONCILIATION OF INCOME TAX BENEFIT | For the years ended December 31, 2020 and 2019, the reconciliation between the income tax benefit computed by applying the statutory U.S. federal income tax rate to the pre-tax loss before income taxes, and total income tax expense recognized in the financial statements is as follows (in thousands): SCHEDULE OF RECONCILIATION OF INCOME TAX BENEFIT 2020 2019 Income tax benefit at statutory U.S. federal rate $ 7,864 $ 16,205 Income tax benefit attributable to U.S. states 2,114 3,914 Change in state tax rates 2,449 - Stock-based compensation (229 ) 774 Remeasurement of acquired taxes payable 974 - Subpart F income (952 ) - Other 257 720 Code section 162(m) excess compensation (13 ) (703 ) Non-deductible expenses (421 ) (725 ) Change in fair value earnouts - 2,900 Benefit of foreign taxes - 717 Foreign deferred tax adjustments 94 2,194 Foreign tax credit 3,324 6,146 Foreign withholding/prior year tax (668 ) (1,414 ) Foreign rate differential 34 (5,561 ) Change in valuation allowance (16,722 ) (37,835 ) Total income tax expense $ (1,895 ) $ (12,668 ) |
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE | For the years ended December 31, 2020 and 2019, the Company’s income tax expense consisted of the following components (in thousands): SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE 2020 2019 Current income tax benefit (expense): U.S. Federal $ 975 $ - U.S. States (44 ) (5 ) Foreign (2,762 ) (17,563 ) Total current income tax benefit (expense) (1,831 ) (17,568 ) Deferred income tax benefit (expense): U.S. Federal 631 (8,419 ) U.S. States - - Foreign (695 ) 13,319 Total deferred income tax benefit (expense) (64 ) 4,900 Total income tax expense $ (1,895 ) $ (12,668 ) |
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES | As of December 31, 2020 and 2019, the income tax effects of temporary differences that give rise to significant deferred income tax assets and liabilities are as follows (in thousands): SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES 2020 2019 Deferred income tax assets: Foreign tax credits $ 18,847 $ 14,079 Net operating loss carryforwards 29,785 15,348 Accrued liabilities 11,877 8,670 Accrued pension 1,680 1,927 Operating lease liabilities 15,378 16,596 Above market lease 10,063 10,370 Property and equipment, net 1,362 363 Other 3,344 758 Gross deferred income tax assets 92,336 68,111 Valuation allowance for deferred income tax assets (64,721 ) (43,465 ) Net deferred income tax assets 27,615 24,646 Deferred income tax liabilities: Goodwill and identifiable intangible assets (10,226 ) (5,117 ) Operating lease, right-of-use assets (14,518 ) (15,842 ) Other (480 ) - Total deferred income tax liabilities (25,224 ) (20,959 ) Net deferred income tax asset $ 2,391 $ 3,687 As of December 31, 2020 and 2019, the Company’s net deferred income tax asset consisted of the following components (in thousands): 2020 2019 Foreign deferred income tax assets $ 7,782 $ 9,128 Foreign deferred income tax liabilities (5,391 ) (5,441 ) Net deferred income tax asset $ 2,391 $ 3,687 |
SCHEDULE OF UNRECOGNIZED TAX BENEFITS | The following table summarizes changes in unrecognized tax benefits for the years ending December 31, 2020 and 2019 (in thousands): SCHEDULE OF UNRECOGNIZED TAX BENEFITS 2020 2019 Balance, beginning of year $ 1,545 $ 430 Increase related to: Prior tax positions 4,500 1,163 Current tax positions 15 22 Decreases related to prior tax positions (613 ) (46 ) Settlements - (24 ) Balance, end of year $ 5,447 $ 1,545 |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE | SCHEDULE OF LOSS PER SHARE 2020 2019 Equity Incentive Plan awards: Stock options 3,856 3,551 Unissued and unvested restricted stock awards 2,057 2,069 Common stock purchase warrants 1,803 311 Total 7,716 5,931 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF FAIR VALUE OF LIABILITIES | SCHEDULE OF FAIR VALUE OF LIABILITIES For the years ended December 31, 2020 and 2019, the Company did not have any recurring measurements for the fair value of assets. Recurring measurements of the fair value of liabilities as of December 31, 2020 and 2019 were as follows: 2020 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Ariix derivative liability $ - $ - $ 90,874 $ 90,874 $ - $ - $ - $ - Interest rate swap liability - - - - - 99 - 99 Total $ - $ - $ 90,874 $ 90,874 $ - $ 99 $ - $ 99 |
SEGMENTS AND GEOGRAPHIC CONCE_2
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Segment Reporting [Abstract] | |
SUMMARY OF SEGMENT REPORTING | Net revenue by reporting segment for the years ended December 31, 2020 and 2019, was as follows (in thousands): SUMMARY OF SEGMENT REPORTING Segment 2020 2019 Direct/ Social Selling $ 222,130 $ 200,708 Direct Store 57,341 53,000 Net revenue $ 279,471 $ 253,708 Gross profit (loss) by reporting segment for the years ended December 31, 2020 and 2019, was as follows (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION Segment 2020 2019 Direct/ Social Selling $ 169,025 $ 155,685 Direct Store 8,464 (2,978 ) Total gross profit $ 177,489 $ 152,707 Assets by reporting segment as of December 31, 2020 and 2019, were as follows (in thousands): Segment 2020 2019 Direct/ Social Selling $ 396,174 $ 201,600 Direct Store 47,008 49,530 Total assets $ 443,182 $ 251,130 NewAge, Inc. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Depreciation and amortization expense by reporting segment for the years ended December 31, 2020 and 2019, was as follows (in thousands): Segment 2020 2019 Direct/ Social Selling $ 8,362 $ 6,782 Direct Store 566 1,977 Total depreciation and amortization $ 8,928 $ 8,759 Cash payments for capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the years ended December 31, 2020 and 2019, were as follows (in thousands): Segment 2020 2019 Direct/ Social Selling $ 2,188 $ 4,204 Direct Store 283 1,153 Total capital expenditures $ 2,471 $ 5,357 |
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 years ended December 31, 2020 and 2019 (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION 2020 2019 United States of America $ 89,079 $ 77,084 Japan 87,968 87,151 China 51,419 52,985 Rest of World 51,005 (1) 36,488 (1) Net revenue $ 279,471 $ 253,708 (1) No individual country in the Rest of World group exceeds 10% |
SCHEDULE II VALUATION AND QUA_2
SCHEDULE II VALUATION AND QUALIFYING ACCOUNT (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE OF SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS | SCHEDULE OF SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Additions Provisions Effect of Balance at Charged to Assumed in Amounts Foreign Balance at Beginning Costs and Business Written Currency End of Description of Year Expenses Combinations Off Translation Year Year Ended December 31, 2020: Allowance for doubtful accounts $ 534 $ 196 $ - $ (148 ) $ - $ 582 Allowance for sales returns 461 8 2,500 (1,647 ) - 1,322 Income tax valuation allowance 43,465 17,880 4,038 (662 ) - 64,721 Year Ended December 31, 2019: Allowance for doubtful accounts $ 134 $ 455 $ 114 $ (169 ) $ - $ 534 Allowance for sales returns 200 261 - - - 461 Income tax valuation allowance 5,197 38,682 - (433 ) 19 43,465 |
NATURE OF OPERATIONS (Details N
NATURE OF OPERATIONS (Details Narrative) | 12 Months Ended |
Dec. 31, 2020Segments | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of segments | 2 |
IDENTIFIABLE INTANGIBLE ASSET_3
IDENTIFIABLE INTANGIBLE ASSETS ESTIMATED USEFUL LIFE (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 12 years 3 months 18 days |
Brand Partner Distribution and Sales Network [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 10 years |
Brand Partner Distribution and Sales Network [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 13 years |
Trade Names [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 5 years |
Trade Names [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 15 years |
Manufacturing Know-how and Other [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 15 years |
Noncompete Agreements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 3 years |
Noncompete Agreements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 5 years |
China Direct Selling License [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 15 years |
Patents And Other [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 10 years |
Patents And Other [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Weighted Average number of years | 12 years |
PROPERTY AND EQUIPMENT ESTIMATE
PROPERTY AND EQUIPMENT ESTIMATED USEFUL LIFE (Details) | 12 Months Ended |
Dec. 31, 2020 | |
Building Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 28 years |
Building Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 40 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Leasehold Improvements [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 1 year |
Leasehold Improvements [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 20 years |
Office Furniture And Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Office Furniture And Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 7 years |
Delivery Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Delivery Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
SIGNIFICANT ACCOUNTING POLICI_4
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Product return period, minimum | 6 months | |
Product return period, maximum | 12 months | |
Products returns in excess amount | $ 250 | |
[custom:SalesReturnPercentage] | 1.00% | |
Income Tax Examination, Likelihood of Unfavorable Settlement | For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. | |
Other Accrued Liabilities [Member] | ||
Deferred revenue | $ 6,300,000 | $ 1,400,000 |
Cost of Sales [Member] | ||
Shipping and handling charges | $ 7,300,000 | $ 5,700,000 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2021 | Feb. 16, 2021 | Nov. 30, 2020 | Nov. 16, 2020 | Dec. 31, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Working capital | $ 4,600 | $ 4,600 | ||||||
Accumulated deficit | 151,800 | 151,800 | ||||||
Net loss | 39,300 | |||||||
Net cash used in operating activities | 34,300 | |||||||
Payment of tax related to leaseback | 13,100 | |||||||
Net loss on disposal of divested businesses | 7,400 | $ 61,400 | ||||||
Loss on disposal of divested businesses | 3,400 | |||||||
Selling, general and administrative expense | 113,209 | 114,982 | ||||||
Payments to acquire businesses, gross | 963 | |||||||
Stock issued during the period | 40,100,000 | |||||||
Cash and cash equivalents | 43,700 | $ 43,700 | ||||||
Current portion of restricted cash | 10,000 | 10,000 | ||||||
Cash and cash equivalents and restricted cash | 53,700 | $ 53,700 | ||||||
Stockholders Stock issuance description | In addition, the Company expects to obtain the approval from its stockholders to issue an aggregate of up to 40.1 million shares of Common Stock as discussed in Note 4, whereby the Company would not be required to make cash payments of $163.3 million. | |||||||
Common Stock [Member] | Subsequent Event [Member] | Private Placement [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Stock issued during the period | 14,600,000 | |||||||
Securities Purchase Agreement [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Net proceeds from private placement | $ 28,700 | |||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Stock issued during the period | 14,600,000 | |||||||
Warrants to purchase of shares of common stock | 7,300,000 | |||||||
Warrants exercisable price per share | $ 5 | |||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | Private Placement [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Warrants to purchase of shares of common stock | 7,300,000 | |||||||
Net proceeds from private placement | $ 53,900 | |||||||
Securities Purchase Agreement [Member] | Ewb Credit Facility [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Repayment of outstanding principal of credit facility | $ 14,100 | |||||||
Securities Purchase Agreement [Member] | Class A Warrant [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Warrants to purchase of shares of common stock | 750,000 | |||||||
Warrants exercisable price per share | $ 3.75 | |||||||
Securities Purchase Agreement [Member] | Class B Warrant [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Warrants to purchase of shares of common stock | 750,000 | |||||||
Warrants exercisable price per share | $ 5.75 | |||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Stock issued during the period | 800,000 | |||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Subsequent Event [Member] | Private Placement [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Stock issued during the period | 14,600,000 | |||||||
Net proceeds from private placement | $ 53,900 | |||||||
Securities Purchase Agreement [Member] | Senior Secured Notes [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Debt instrument interest rate | 8.00% | |||||||
Debt instrument, principal amount | $ 32,400 | |||||||
Amended Ariix Merger Agreement [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 10,000 | $ 163,300 | ||||||
Ariix LLC [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 163,300 | |||||||
Ariix LLC [Member] | Forecast [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Operating Lease, Payments | $ 9,300 | |||||||
Ariix LLC [Member] | Senior Secured Notes [Member] | Forecast [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Debt instrument interest rate | 8.00% | |||||||
Maximum [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Selling, general and administrative expense | $ 9,600 | |||||||
Maximum [Member] | Amended Ariix Merger Agreement [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 163,300 | |||||||
Stock issued during the period | 40,100,000 | |||||||
[custom:BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssuedFailed] | 40,100,000 | |||||||
Maximum [Member] | Ariix LLC [Member] | Forecast [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 20,000 | |||||||
Minimum [Member] | Ariix LLC [Member] | Forecast [Member] | ||||||||
SEC Schedule, 12-18, Supplemental Information, Property-Casualty Insurance Underwriters [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 10,000 |
SCHEDULE OF PURCHASE CONSIDERAT
SCHEDULE OF PURCHASE CONSIDERATION (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Ariix LLC [Member] | ||
Business Acquisition [Line Items] | ||
Pre-closing cash advance | ||
Cash paid to former owners | ||
Common stock issuable shares | 19.7 | |
Fair value of Common stock issued | $ 54,186 | |
Short-term cash consideration | 10,000 | |
Derivative liability to issue shares or cash | 90,874 | |
Total purchase consideration | $ 155,060 | |
BWR [Member] | ||
Business Acquisition [Line Items] | ||
Pre-closing cash advance | $ 1,000 | |
Cash paid to former owners | $ 500 | |
Common stock issuable shares | 19.7 | |
Fair value of Common stock issued | $ 453 | |
Short-term cash consideration | ||
Derivative liability to issue shares or cash | ||
Total purchase consideration | $ 1,953 |
SCHEDULE OF PURCHASE CONSIDER_2
SCHEDULE OF PURCHASE CONSIDERATION (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2019shares | |
BWR [Member] | |
Business Acquisition [Line Items] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 19.7 |
SUMMARY OF PURCHASE PRICE ALLOC
SUMMARY OF PURCHASE PRICE ALLOCATION (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Jul. 10, 2019 | May 31, 2019 | Dec. 31, 2018 | ||
Business Acquisition [Line Items] | |||||||
Other Identifiable intangible assets | $ 131,815 | ||||||
Business combination liabilities | $ (3,700) | ||||||
Mortgage and notes payable | (850) | ||||||
Deferred income taxes | (25,224) | (20,959) | |||||
Goodwill | 54,993 | 10,284 | $ 31,514 | ||||
Ariix LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash, cash equivalents and restricted cash | 7,408 | ||||||
Accounts receivable, net | 4,740 | ||||||
Inventories | [1] | 20,084 | |||||
Prepaid expenses and other assets | 7,418 | ||||||
Non-compete agreement | [2] | 19,085 | |||||
Other Identifiable intangible assets | [3] | 112,730 | |||||
Right-of-use assets | 3,309 | ||||||
Property and equipment | 789 | ||||||
Total identifiable assets acquired | 175,563 | ||||||
Accounts payable and accrued liabilities | (50,893) | ||||||
Business combination liabilities | (6,743) | $ (800) | |||||
Mortgage and notes payable | (2,779) | ||||||
Deferred income taxes | [4] | (1,488) | |||||
Operating lease liabilities | (3,309) | ||||||
Net identifiable assets acquired | 110,351 | ||||||
Goodwill | [5] | 44,709 | |||||
Total purchase price allocation | $ 155,060 | ||||||
BWR [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Cash, cash equivalents and restricted cash | 537 | ||||||
Accounts receivable, net | 1,293 | ||||||
Inventories | [1] | 2,398 | |||||
Prepaid expenses and other assets | 452 | ||||||
Non-compete agreement | 120 | ||||||
Other Identifiable intangible assets | 1,410 | [3] | $ 1,500 | ||||
Right-of-use assets | 708 | ||||||
Property and equipment | 136 | ||||||
Total identifiable assets acquired | 7,054 | ||||||
Accounts payable and accrued liabilities | (4,071) | ||||||
Business combination liabilities | |||||||
Mortgage and notes payable | [6] | (2,353) | |||||
Deferred income taxes | [4] | ||||||
Operating lease liabilities | (708) | ||||||
Net identifiable assets acquired | (78) | ||||||
Goodwill | 2,031 | [5] | $ 2,000 | ||||
Total purchase price allocation | $ 1,953 | ||||||
[1] | Based in part on the preliminary report of an independent valuation specialist for Ariix and a final report for BWR, the fair value of work-in-process and finished goods inventories on the closing dates exceeded the historical carrying value by approximately $ 0.9 0.2 | ||||||
[2] | The fair value of the Ariix non-compete agreement was determined based on the fair value for | ||||||
[3] | Based in part on the preliminary report of an independent valuation specialist for Ariix and a final report for BWR, the fair value of identifiable intangible assets was determined primarily using variations of the “income approach,” which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. | ||||||
[4] | The U.S. operations of Ariix and BWR were previously taxed on the owners’ individual income tax returns. Adjustments of approximately $ 8.0 0.4 | ||||||
[5] | Goodwill was recognized for the difference between the total purchase consideration transferred to consummate the business combinations and the fair value of the net identifiable assets acquired. Goodwill primarily relates to expected synergies to be realized due to combining the respective businesses with the Company, and the value of assembled workforces on the closing dates. Goodwill in connection with the Ariix and BWR business combinations is not expected to be deductible for income tax purposes. | ||||||
[6] | The Company assumed BWR’s obligations under its existing line of credit in connection with the business combination. Shortly after the closing date, the Company paid an aggregate of $ 2.5 |
SUMMARY OF PURCHASE PRICE ALL_2
SUMMARY OF PURCHASE PRICE ALLOCATION (Details) (Parenthetical) Pure in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($)shares | |
Business Acquisition [Line Items] | ||
Net deferred income tax liabilities | $ 5,391 | $ 5,441 |
Restricted stock granted for prepaid compensation | ||
Business Acquisition [Line Items] | ||
Line of credit | 2,500 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Business Acquisition [Line Items] | ||
Alternative Investment, Measurement Input | 2 | |
Ariix LLC [Member] | ||
Business Acquisition [Line Items] | ||
Fair value inventories | $ 900 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 19.7 | |
Net deferred income tax liabilities | $ 8,000 | |
Ariix LLC [Member] | Noncompete Agreements [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 7,000,000 | |
BWR [Member] | ||
Business Acquisition [Line Items] | ||
Fair value inventories | $ 200 | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 19.7 | |
Net deferred income tax liabilities | $ 400 |
SUMMARY OF IDENTIFIABLE ASSETS
SUMMARY OF IDENTIFIABLE ASSETS ACQUIRED (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value of identifiable intangible assets acquired | $ 131,815 |
Identifiable intangible assets weighted average estimated useful life | 12 years 3 months 18 days |
Brand Partner Sales And Distribution Network [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value of identifiable intangible assets acquired | $ 79,550 |
Brand Partner Sales And Distribution Networks [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Identifiable intangible assets weighted average estimated useful life | 13 years |
Brand And Trade Names [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value of identifiable intangible assets acquired | $ 19,970 |
Identifiable intangible assets weighted average estimated useful life | 14 years 6 months |
Internal Use Software [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value of identifiable intangible assets acquired | $ 13,210 |
Identifiable intangible assets weighted average estimated useful life | 15 years |
Identifiable Intangible Assets Except Noncomplete Agreement [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value of identifiable intangible assets acquired | $ 112,730 |
Identifiable intangible assets weighted average estimated useful life | 13 years 6 months |
Non Compete Agreement [Member] | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Fair value of identifiable intangible assets acquired | $ 19,085 |
Identifiable intangible assets weighted average estimated useful life | 5 years |
SCHEDULE OF BUSINESS COMBINATIO
SCHEDULE OF BUSINESS COMBINATION LIABILITIES (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2020 | Nov. 27, 2019 | May 31, 2019 | |||
Business Acquisition [Line Items] | ||||||
Derivative liability payable in cash or shares | $ 90,874 | [1] | ||||
Short-term debt payable in cash | 10,000 | |||||
Fair value of deferred consideration payable | $ 3,700 | |||||
Short-term debt for Zennoa, due May 2021 | 850 | |||||
Total | 5,508 | 107,576 | ||||
Less current portion | 5,508 | 11,750 | ||||
Long-term portion | 95,826 | |||||
Morinda Merger Agreement [Member] | Series D Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value earnout | 200 | |||||
LIMU Company LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of deferred consideration payable | 3,656 | [2] | $ 4,200 | |||
Zennoa LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Fair value of deferred consideration payable | 2,196 | [3] | $ 2,200 | |||
EWC payable in July 2020 [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total | 5,283 | |||||
Earnout under Series D Preferred Stock [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total | $ 225 | [4] | ||||
[1] | Pursuant to the Amended Ariix Merger Agreement, the Company is required to seek approval from its stockholders to issue up to an aggregate of 40.1 35.7 163.3 35.7 163.3 90.9 Key valuation assumptions included (i) historical volatility of NewAge shares of Common Stock of 77%, (ii) a risk-free interest rate of approximately 0.1%, and (iii) the weighted average cost of capital for the Company of 16.5%. | |||||
[2] | On May 31, 2019, Ariix completed a business combination with The LIMU Company, LLC (“LIMU”) that provided for a cash payment of $ 3.0 5.0 5.0 0.8 4.2 3.7 4.5% | |||||
[3] | On November 27, 2019, Ariix completed a business combination with Zennoa, LLC (“Zennoa”) that provided for fixed cash payments of $ 2.25 2.5 Payments related to the deferred consideration commenced in December 2020 and are computed using a variable percentage based on the Zennoa Sales Metric. No amounts are payable if the Zennoa Sales Metric is less than $6.0 million, and payments ranging from 3% to 5% of monthly sales are payable if the Zennoa Sales Metric exceeds $6.0 million. | |||||
[4] | As of December 31, 2019, it was determined that Morinda’s EBITDA for the year ended December 31, 2019 was less than $ 17.0 0.2 1.5 |
SCHEDULE OF BUSINESS COMBINAT_2
SCHEDULE OF BUSINESS COMBINATION LIABILITIES (Details) (Parenthetical) - USD ($) $ in Thousands | Nov. 16, 2020 | Nov. 27, 2019 | May 31, 2019 | May 31, 2020 | Nov. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, new issues | 40,100,000 | |||||||
Payments to acquire businesses, gross | $ 963 | |||||||
Fair value of deferred consideration payable | $ 3,700 | |||||||
Discount rate | 4.50% | |||||||
Series D Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Dividend percentage | 1.50% | |||||||
Amended Ariix Merger Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Expected working capital adjustment, shares | 35,700,000 | |||||||
Payments to acquire businesses, gross | $ 10,000 | $ 163,300 | ||||||
Derivative liability, fair value | $ 90,900 | |||||||
Fair value of valuation methodology description | Key valuation assumptions included (i) historical volatility of NewAge shares of Common Stock of 77%, (ii) a risk-free interest rate of approximately 0.1%, and (iii) the weighted average cost of capital for the Company of 16.5%. | |||||||
Amended Ariix Merger Agreement [Member] | Ninety Days After Stockholder Meeting [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 163,300 | |||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Stock issued during period, shares, new issues | 40,100,000 | |||||||
Payments to acquire businesses, gross | $ 163,300 | |||||||
Morinda Merger Agreement [Member] | Series D Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Liability for contingent consideration in business combination | $ 17,000 | |||||||
Dividend percentage | 1.50% | |||||||
Annual cash dividend payable period | Apr. 15, 2020 | |||||||
Dividends | $ 300 | |||||||
EWC payable in July 2020 [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Excess working capital payable, net of discount | $ 179 | |||||||
LIMU Company LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 3,000 | |||||||
Deferred consideration payable | $ 5,000 | |||||||
Percentage of monthly post-closing sales | 5.00% | |||||||
Fair value of deferred consideration payable | $ 4,200 | 3,656 | [1] | |||||
Ariix LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 163,300 | |||||||
Fair value of deferred consideration payable | $ 800 | 6,743 | ||||||
Business consideration, amount | 155,060 | |||||||
Zennoa LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to acquire businesses, gross | $ 2,250 | |||||||
Deferred consideration payable | 2,500 | |||||||
Fair value of deferred consideration payable | $ 2,200 | $ 2,196 | [2] | |||||
Discount rate | 3.90% | |||||||
Deferred consideration discription | Payments related to the deferred consideration commenced in December 2020 and are computed using a variable percentage based on the Zennoa Sales Metric. No amounts are payable if the Zennoa Sales Metric is less than $6.0 million, and payments ranging from 3% to 5% of monthly sales are payable if the Zennoa Sales Metric exceeds $6.0 million. | |||||||
Business consideration, amount | $ 4,750 | |||||||
Growth incentive payments discription | the Company is obligated to begin making Growth Incentive Payments (“GI Payments”) through November 2026. The amount of GI Payments due for each month is based on varying percentages starting at 2.0% if the Zennoa Sales Metric is at least $25.0 million, up to a maximum of 3.0% if the Zennoa Sales Metric is $45.0 million or higher. The Company determined that the probability of the Zennoa Sales Metric exceeding $25.0 million is remote. | |||||||
[1] | On May 31, 2019, Ariix completed a business combination with The LIMU Company, LLC (“LIMU”) that provided for a cash payment of $ 3.0 5.0 5.0 0.8 4.2 3.7 4.5% | |||||||
[2] | On November 27, 2019, Ariix completed a business combination with Zennoa, LLC (“Zennoa”) that provided for fixed cash payments of $ 2.25 2.5 Payments related to the deferred consideration commenced in December 2020 and are computed using a variable percentage based on the Zennoa Sales Metric. No amounts are payable if the Zennoa Sales Metric is less than $6.0 million, and payments ranging from 3% to 5% of monthly sales are payable if the Zennoa Sales Metric exceeds $6.0 million. |
SCHEDULE OF FUTURE MATURITIES O
SCHEDULE OF FUTURE MATURITIES OF BUSINESS COMBINATION OBLIGATIONS (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Schedule of Capitalization, Long-term Debt [Line Items] | |
December 31, 2021 | $ 11,750 |
December 31, 2022 | 91,774 |
December 31, 2023 | 900 |
December 31, 2024 | 900 |
December 31, 2025 | 900 |
Thereafter | 1,352 |
Total | 107,576 |
Earn Out [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
December 31, 2021 | 900 |
December 31, 2022 | 900 |
December 31, 2023 | 900 |
December 31, 2024 | 900 |
December 31, 2025 | 900 |
Thereafter | 1,352 |
Total | 5,852 |
Derivative [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
December 31, 2021 | |
December 31, 2022 | 90,874 |
December 31, 2023 | |
December 31, 2024 | |
December 31, 2025 | |
Thereafter | |
Total | 90,874 |
Debt [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
December 31, 2021 | 10,850 |
December 31, 2022 | |
December 31, 2023 | |
December 31, 2024 | |
December 31, 2025 | |
Thereafter | |
Total | $ 10,850 |
SCHEDULE OF NET REVENUE AND NET
SCHEDULE OF NET REVENUE AND NET LOSS RELATED TO BUSINESS COMBINATIONS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Acquisition [Line Items] | ||
Net revenue | $ 499,272 | $ 485,169 |
Net revenue | (37,477) | (89,304) |
Ariix LLC [Member] | ||
Business Acquisition [Line Items] | ||
Net revenue | 31,970 | |
Net revenue | 2,080 | |
Brands Within Reach LLC [Member] | ||
Business Acquisition [Line Items] | ||
Net revenue | 9,173 | 4,938 |
Net revenue | $ (3,952) | $ (5,460) |
SCHEDULE OF UNAUDITED PRO FORMA
SCHEDULE OF UNAUDITED PRO FORMA DISCLOSURES (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Business Combinations [Abstract] | ||
Net revenue | $ 499,272 | $ 485,169 |
Net loss | $ (37,477) | $ (89,304) |
Net loss per share- basic and diluted | $ (0.32) | $ (0.91) |
Weighted average number of shares of common stock outstanding- basic and diluted | 116,052 | 97,747 |
BUSINESS COMBINATIONS (Details
BUSINESS COMBINATIONS (Details Narrative) - USD ($) | May 16, 2021 | Jan. 29, 2021 | Nov. 16, 2020 | Nov. 16, 2020 | Jun. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2020 |
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 963,000 | |||||||
Working capital | 4,600,000 | |||||||
First Anniversary [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
[custom:StockIssuedDuringPeriodIssuableToSellersDecreasingShares] | 500,000 | |||||||
Ariix Merger Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,500,000 | |||||||
Ariix Merger Agreement [Member] | Subsequent Event [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,000,000 | |||||||
Decrease in number of shares issuable | 600,000 | |||||||
Amended Ariix Merger Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 19,700,000 | |||||||
Payments to Acquire Businesses, Gross | $ 10,000,000 | $ 163,300,000 | ||||||
Equity issued in business combination, fair value | $ 54,200,000 | $ 54,200,000 | ||||||
Amended Ariix Merger Agreement [Member] | Thrity Days After Stockholders Approval [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 11,700,000 | |||||||
Amended Ariix Merger Agreement [Member] | Sellers Agent [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 12,300,000 | |||||||
Amended Ariix Merger Agreement [Member] | Sellers [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | 141,000,000 | |||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 163,300,000 | |||||||
Fail to approve the issuance of the aggregate | 40,100,000 | |||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | One Year Later Or Thrity Days After Stockholders Approval [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,500,000 | |||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | Fourteen Months Later Or Thrity Days After Stockholders Approval [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 2,900,000 | |||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | Designess Of Sellers Agent [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,700,000 | |||||||
Payments to Acquire Businesses, Gross | $ 10,000,000 | |||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | Sellers Agent [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 7,000,000 | |||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 31,400,000 | |||||||
Interim Ariix Merger Consideration [Member] | Forecast [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,500,000 | |||||||
Business Combination, Consideration Transferred | $ 10,000,000 | |||||||
Working capital | 18,000,000 | |||||||
[custom:ShortFallOfTargetedWorkingCapital-0] | 29,000,000 | |||||||
[custom:LongTermAccruedBusinessCombinationLiabilities-0] | $ 5,000,000 | |||||||
Business acquisition, share price | $ 5.53 | |||||||
Interim Ariix Merger Consideration [Member] | Maximum [Member] | Forecast [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 10,000,000 | |||||||
Number of shares will be issued for acquisition, value | 10,000,000 | |||||||
Business Combination, Consideration Transferred | $ 11,000,000 | |||||||
Amended Ariix Merger Consideration [Member] | Forecast [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 21.2 | |||||||
Estimated fair value arrangement description | This arrangement to provide up to 40.1 million shares or $163.3 million in cash meets the definition of a derivative with an estimated fair value of $90.9 million that comprises a portion of the purchase consideration. | |||||||
Estimated fair value of purchase consideration | $ 90,900,000 | |||||||
Morinda Merger Agreement [Member] | Brands Within Reach LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 700,000 | |||||||
Payments to Acquire Businesses, Gross | $ 1,000,000 | |||||||
Working capital | $ 2,500,000 | |||||||
Business acquisition, share price | $ 4.21 | |||||||
Decrease in number of shares issuable | 107,602 | |||||||
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned | $ 453,000 | |||||||
Morinda Merger Agreement [Member] | Former Owner [Member] | Brands Within Reach LLC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Gross | $ 500,000 |
SCHEDULE OF RECOGNIZED A LOSS O
SCHEDULE OF RECOGNIZED A LOSS ON THE DISPOSITION OF THE DIVESTED BUSINESS (Details) - Purchase Agreement [Member] - BWR Brand Division [Member] - Zachert Private Equity GmbH [Member] $ in Thousands | Sep. 24, 2020USD ($) |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Cash received | $ 590 |
Nonrecourse Note, face amount of $3.3 million, due June 2021 | |
Total fair value of consideration received | 590 |
Cash | (209) |
Accounts receivable | (1,900) |
Inventories | (3,891) |
Identifiable intangible assets | (657) |
Right-of-use and other assets | (761) |
Property and equipment | (125) |
Accounts payable and accrued liabilities | 2,549 |
Accrued compensation and other current liabilities | 723 |
Operating lease liabilities | 606 |
Total consideration conveyed to Buyer | (3,665) |
Commissions and other selling expenses | (371) |
Loss on disposition | $ (3,446) |
SCHEDULE OF RECOGNIZED A LOSS_2
SCHEDULE OF RECOGNIZED A LOSS ON THE DISPOSITION OF THE DIVESTED BUSINESS (Details) (Parenthetical) $ in Millions | Sep. 24, 2020USD ($) |
Discontinued Operations and Disposal Groups [Abstract] | |
Nonrecourse note, face amount | $ 3.3 |
DIVESTED BUSINESS (Details Narr
DIVESTED BUSINESS (Details Narrative) - USD ($) | Sep. 24, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from divestiture of businesses | $ 381,000 | ||
Stock issued for notes receivable | 1,250,000 | ||
Deposits and other | 5,297,000 | 4,689,000 | |
Share based compensation | 4,638,000 | $ 6,388,000 | |
Former Sole Owner Of Brands Within Reach L L C [Member] | North American Brands Division [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Share based compensation | $ 350,000 | ||
Vesting period | 3 years | ||
Purchase Agreement [Member] | BWR Brand Division [Member] | Zachert Private Equity GmbH [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Proceeds from divestiture of businesses | $ 600,000 | ||
Notes receivable | $ 3,300,000 | ||
Right to purchase membership interest percentage | 10.00% | ||
Right to purchase membership interest | $ 2,500,000 | ||
Contingent liabilities | 900,000 | ||
Cash paid to acquire notes payable | 1,250,000 | ||
Stock issued for notes receivable | $ 1,250,000 | ||
Notes receivable interest rate | 10.00% | ||
Purchase Agreement [Member] | BWR Brand Division [Member] | Zachert Private Equity GmbH [Member] | Notes Receivable [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Notes receivable | $ 2,500,000 | ||
Notes receivable maturity period | 3 years | ||
Notes receivable description | the promissory note is repaid in full, (ii) the Buyer makes equity contributions to BWR of at least $2.5 million, or (iii) BWR recognizes net income of at least $2.5 million for any 12-month period following the BWR Closing date (the “Guaranty Note”). | ||
Stock issued | 691,953 | ||
Fair value of stock issued | $ 1,250,000 | ||
Reduction in stockholders equity | 1,250,000 | ||
Deposits and other | $ 1,250,000 |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 12,628 | $ 12,848 |
Work-in-process | 1,225 | 872 |
Finished goods, net | 34,198 | 22,998 |
Total inventories | $ 48,051 | $ 36,718 |
SCHEDULE OF PREPAID EXPENSES AN
SCHEDULE OF PREPAID EXPENSES AND OTHER (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Prepaid expenses and deposits | $ 11,255 | $ 4,150 |
Supplier and other receivables | 1,777 | 122 |
Prepaid stock-based compensation | 112 | |
Total | $ 13,032 | $ 4,384 |
SCHEDULE OF PROPERTY AND EQUIPM
SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Lessor, Lease, Description [Line Items] | ||
Total property and equipment | $ 36,920 | $ 32,746 |
Less accumulated depreciation | (8,844) | (4,303) |
Property and equipment, net | 28,076 | 28,443 |
Land [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Total property and equipment | 37 | 37 |
Building Improvements [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Total property and equipment | 18,098 | 16,686 |
Machinery and Equipment [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Total property and equipment | 5,837 | 5,307 |
Leasehold Improvements [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Total property and equipment | 7,100 | 5,019 |
Office Furniture And Equipment [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Total property and equipment | 4,809 | 3,964 |
Transportation Equipment [Member] | ||
Lessor, Lease, Description [Line Items] | ||
Total property and equipment | $ 1,039 | $ 1,733 |
SCHEDULE OF OTHER ACCRUED LIABI
SCHEDULE OF OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued commissions | $ 23,594 | $ 8,914 |
Accrued compensation and benefits | 9,443 | 5,868 |
Accrued marketing events | 8,212 | 4,568 |
Deferred revenue | 6,278 | 1,358 |
Provision for sales returns | 1,322 | 461 |
Income taxes payable | 3,461 | 15,227 |
Current portion of operating lease liabilities | 6,948 | 5,673 |
Other accrued liabilities | 10,749 | 7,382 |
Total accrued liabilities | $ 70,007 | $ 49,451 |
SUMMARY OF ACTIVITY AFFECTING T
SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accrued liability, beginning of period | |
Severance expense incurred | 2,543 |
Cash payments | (2,352) |
Accrued liability, ending of period | $ 191 |
SCHEDULE OF DEPRECIATION AND AM
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $ 3,999 | $ 3,402 |
Amortization | 4,929 | 5,357 |
Total | $ 8,928 | $ 8,759 |
OTHER FINANCIAL INFORMATION (De
OTHER FINANCIAL INFORMATION (Details Narrative) $ in Millions | 12 Months Ended | |
Dec. 31, 2020USD ($)Employee | Dec. 31, 2019USD ($) | |
Repairs and maintenance costs | $ 1.3 | $ 2.2 |
Number of headcount reductions | Employee | 150 | |
Emloyee benefit costs | $ 9.6 | |
Accrued Liabilities [Member] | ||
Unpaid portion of severance costs | 0.2 | |
Selling, General and Administrative Expenses [Member] | ||
Severance costs | 2.6 | |
Selling, General and Administrative Expenses [Member] | Direct Social Selling [Member] | ||
Severance costs | 1.9 | |
Selling, General and Administrative Expenses [Member] | Direct Store [Member] | ||
Severance costs | $ 0.7 |
SCHEDULE OF IDENTIFIABLE INTANG
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | |||
Cost | $ 178,142 | $ 47,038 | |
Accumulated Amortization | (8,531) | (3,595) | |
Net Book Value | 169,611 | 43,443 | $ 67,830 |
Brand Partner Distribution and Sales Network [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 89,310 | 9,760 | |
Accumulated Amortization | (2,644) | (1,005) | |
Net Book Value | 86,666 | 8,755 | |
Trade Names [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 27,433 | 7,485 | |
Accumulated Amortization | (1,291) | (545) | |
Net Book Value | 26,142 | 6,940 | 11,717 |
Manufacturing Know-how and Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 21,290 | 8,080 | |
Accumulated Amortization | (1,203) | (555) | |
Net Book Value | 20,087 | 7,525 | 11,230 |
Noncompete Agreements [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 19,271 | 186 | |
Accumulated Amortization | (603) | (64) | |
Net Book Value | 18,668 | 122 | 184 |
China Direct Selling License [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 20,420 | 20,420 | |
Accumulated Amortization | (2,763) | (1,401) | |
Net Book Value | 17,657 | 19,019 | $ 20,380 |
Patents And Other [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Cost | 418 | 1,107 | |
Accumulated Amortization | (27) | (25) | |
Net Book Value | $ 391 | $ 1,082 |
SCHEDULE OF FUTURE AMORTIZATION
SCHEDULE OF FUTURE AMORTIZATION EXPENSES OF IDENTIFIABLE INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2021 | $ 15,755 | ||
2022 | 15,694 | ||
2023 | 15,694 | ||
2024 | 15,694 | ||
2025 | 15,191 | ||
Thereafter | 91,583 | ||
Total | $ 169,611 | $ 43,443 | $ 67,830 |
SUMMARY OF GOODWILL (Details)
SUMMARY OF GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Goodwill [Line Items] | |||
Total goodwill | $ 54,993 | ||
Goodwill, Acquired During Period | 10,284 | $ 2,031 | [1] |
Total goodwill | 54,993 | 54,993 | |
Ariix [Member] | |||
Goodwill [Line Items] | |||
Total goodwill | |||
Goodwill, Acquired During Period | 44,709 | ||
Total goodwill | 44,709 | ||
Morinda [Member] | |||
Goodwill [Line Items] | |||
Total goodwill | 10,284 | ||
Goodwill, Acquired During Period | |||
Total goodwill | $ 10,284 | $ 10,284 | |
[1] | Additions include identifiable intangible assets of $ 1.5 2.0 0.8 2.0 |
SCHEDULE OF IDENTIFIABLE INTA_2
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | $ 43,443 | $ 67,830 | ||
Additions | [1] | 2,635 | ||
Amortization Expense | (5,358) | |||
Impairment Write-Offs | [2] | (21,664) | ||
Ending Balance | 169,611 | 43,443 | ||
Beginning Balance | 10,284 | 31,514 | ||
Additions | 10,284 | 2,031 | [1] | |
Amortization Expense | ||||
Impairment Write-Offs | [2] | (23,261) | ||
Ending Balance | 54,993 | 10,284 | ||
Beginning Balance | 53,727 | 99,344 | ||
Additions | [1] | 4,666 | ||
Amortization Expense | (5,358) | |||
Impairment Write-Offs | [2] | (44,925) | ||
Ending Balance | 53,727 | |||
China Direct Selling License [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 19,019 | 20,380 | ||
Additions | [1] | |||
Amortization Expense | (1,361) | |||
Impairment Write-Offs | [2] | |||
Ending Balance | 17,657 | 19,019 | ||
Other Selling License [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 5,671 | |||
Additions | [1] | 838 | ||
Amortization Expense | (529) | |||
Impairment Write-Offs | [2] | (5,980) | ||
Ending Balance | ||||
Manufacturing Know-how and Other [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 7,525 | 11,230 | ||
Additions | [1] | |||
Amortization Expense | (796) | |||
Impairment Write-Offs | [2] | (2,909) | ||
Ending Balance | 20,087 | 7,525 | ||
Trade Names [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 6,940 | 11,717 | ||
Additions | [1] | 300 | ||
Amortization Expense | (886) | |||
Impairment Write-Offs | [2] | (4,191) | ||
Ending Balance | 26,142 | 6,940 | ||
Brand Partner Sales And Distribution Network [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 8,755 | 9,731 | ||
Additions | [1] | |||
Amortization Expense | (976) | |||
Impairment Write-Offs | [2] | |||
Ending Balance | 8,755 | |||
Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 5,250 | |||
Additions | [1] | 420 | ||
Amortization Expense | (439) | |||
Impairment Write-Offs | [2] | (5,231) | ||
Ending Balance | ||||
Patents [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 312 | 3,667 | ||
Additions | [1] | 163 | ||
Amortization Expense | (274) | |||
Impairment Write-Offs | [2] | (3,244) | ||
Ending Balance | 312 | |||
Product Distribution Rightsand Other [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 770 | |||
Additions | [1] | 795 | ||
Amortization Expense | (25) | |||
Impairment Write-Offs | [2] | |||
Ending Balance | 770 | |||
Noncompete Agreements [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Beginning Balance | 122 | 184 | ||
Additions | [1] | 119 | ||
Amortization Expense | (72) | |||
Impairment Write-Offs | [2] | (109) | ||
Ending Balance | $ 18,668 | $ 122 | ||
[1] | Additions include identifiable intangible assets of $ 1.5 2.0 0.8 2.0 | |||
[2] | All impairment write-offs were attributable to the Direct Store segment. |
SCHEDULE OF IDENTIFIABLE INTA_3
SCHEDULE OF IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2019 | Dec. 31, 2020 | Jul. 10, 2019 | Dec. 31, 2018 | |||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Other Identifiable intangible assets | $ 131,815 | |||||
Goodwill | $ 10,284 | $ 54,993 | $ 31,514 | |||
Impairment Write-Offs | [1] | (21,664) | ||||
BWR [Member] | ||||||
Acquired Indefinite-lived Intangible Assets [Line Items] | ||||||
Other Identifiable intangible assets | 1,410 | [2] | $ 1,500 | |||
Goodwill | 2,031 | [3] | $ 2,000 | |||
Impairment Write-Offs | 800 | |||||
Goodwill | $ 2,000 | |||||
[1] | All impairment write-offs were attributable to the Direct Store segment. | |||||
[2] | Based in part on the preliminary report of an independent valuation specialist for Ariix and a final report for BWR, the fair value of identifiable intangible assets was determined primarily using variations of the “income approach,” which is based on the present value of the future after-tax cash flows attributable to each identifiable intangible asset. | |||||
[3] | Goodwill was recognized for the difference between the total purchase consideration transferred to consummate the business combinations and the fair value of the net identifiable assets acquired. Goodwill primarily relates to expected synergies to be realized due to combining the respective businesses with the Company, and the value of assembled workforces on the closing dates. Goodwill in connection with the Ariix and BWR business combinations is not expected to be deductible for income tax purposes. |
IDENTIFIABLE INTANGIBLE ASSET_4
IDENTIFIABLE INTANGIBLE ASSETS AND GOODWILL (Details Narrative) $ in Millions | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Cummulative impairment charges | $ 44.9 |
SUMMARY OF CARRYING VALUE OF OP
SUMMARY OF CARRYING VALUE OF OPERATING LEASE ROU ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 22, 2019 |
Leases [Abstract] | |||
Right-of-Use Assets | $ 38,764 | $ 38,458 | |
Current | 6,948 | 5,673 | |
Long-term | 34,788 | 35,513 | |
Total | 41,736 | 41,186 | $ 7,400 |
Current | 659 | 637 | |
Long-term | 15,882 | 16,541 | |
Total | $ 16,541 | $ 17,178 |
SUMMARY OF FUTURE MINIMUM LEASE
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 22, 2019 | |
Leases [Abstract] | ||||
2021 | $ 9,283 | |||
2021 | 6,835 | |||
2021 | 5,939 | |||
2021 | 5,599 | |||
2021 | 5,487 | |||
2021 | 25,214 | |||
2021 | 58,357 | |||
2021 | [1] | (16,621) | ||
2021 | $ 41,736 | $ 41,186 | $ 7,400 | |
[1] | Calculated based on the term of the respective leases using corporate borrowing rates ranging from 2.0% 10.0% |
SUMMARY OF FUTURE MINIMUM LEA_2
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS (Details) (Parenthetical) | Dec. 31, 2020 |
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% |
SUMMARY OF SELLING PRICE AND RE
SUMMARY OF SELLING PRICE AND RESULTING GAIN ON SALE (Details) - USD ($) $ in Thousands | Mar. 22, 2019 | Dec. 31, 2020 |
Leases [Abstract] | ||
Gross selling price | $ 57,129 | |
Less commissions and other expenses | (1,941) | |
Less repair obligations | (1,675) | |
Net selling price | 53,513 | |
Cost of land and building sold | (29,431) | |
Total gain on sale | 24,082 | |
Portion of gain related to above-market rent concession | (17,640) | |
Recognized gain on sale | $ 24,100 | $ 6,442 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | Mar. 22, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
[custom:OperatingLeaseExpiredDescription] | The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between January 2021 and March 2039. The Company has made accounting policy elections (i) to not apply the recognition requirements for short-term leases and (ii) for facility leases, when there are lease and non-lease components, such as common area maintenance charges, to account for the lease and non-lease components as a single lease component. | ||
Operating Lease, Expense | $ 8,400 | $ 10,600 | |
Operating lease, weighted average remaining lease term | 20 years | 11 years 6 months | 12 years 6 months |
Operating lease, weighted average discount rate, percent | 3.50% | 5.50% | 5.60% |
Asset Impairment Charges | $ 400 | $ 2,300 | |
Cumulative impairment charges | 2,700 | ||
Land Available-for-sale | $ 57,100 | ||
Lessee, Operating Lease, Term of Contract | 27 years | ||
Lease, Cost | 194,000 | ||
Refundable security deposit | $ 1,800 | ||
Post closing repair obligations | 1,700 | ||
Income tax expense | 11,900 | 1,895 | 12,668 |
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 | ||
Gross operating lease liability | 25,000 | ||
Deferred lease financing obligations | 17,600 | ||
Operating Lease, Liability | 7,400 | 41,736 | $ 41,186 |
Morindas Stockholders [Member] | |||
Mortgage loan | 2,600 | ||
Payments of obligated | 25,000 | ||
Transaction costs | $ 1,900 | ||
Japan, Yen | |||
Lease, Cost | $ 20,000 |
SUMMARY OF RELATIVE FAIR VALUE
SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS (Details) - USD ($) $ in Thousands | Nov. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Relative fair value allocation of net proceeds | $ 25,122 | $ 20,102 | ||
Securities Purchase Agreement [Member] | Private Placement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value on closing date | $ 36,081 | |||
Percentage of total fair value | 100.00% | |||
Relative fair value allocation of net proceeds | $ 28,710 | |||
Securities Purchase Agreement [Member] | Private Placement [Member] | Senior Secured Notes [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value on closing date | [1] | $ 30,000 | ||
Percentage of total fair value | 83.10% | |||
Relative fair value allocation of net proceeds | [2] | $ 23,871 | ||
Securities Purchase Agreement [Member] | Private Placement [Member] | Commitment Shares [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value on closing date | [3] | $ 2,640 | ||
Percentage of total fair value | 7.30% | |||
Relative fair value allocation of net proceeds | [2] | $ 2,101 | ||
Securities Purchase Agreement [Member] | Class A Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value on closing date | [4] | $ 1,795 | ||
Percentage of total fair value | 5.00% | |||
Relative fair value allocation of net proceeds | [2] | $ 1,428 | ||
Securities Purchase Agreement [Member] | Class B Warrants [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Fair value on closing date | [4] | $ 1,646 | ||
Percentage of total fair value | 4.60% | |||
Relative fair value allocation of net proceeds | [2] | $ 1,310 | ||
[1] | The fair value of the standalone Senior Notes debt instrument was determined by reference to market rates paid for debt by borrowers with a similar credit rating as the Company. | |||
[2] | The relative fair value allocation is determined by multiplying the $ 28.7 | |||
[3] | The fair value of the Commitment Shares was based on the market price of the Company Shares of $ 3.30 | |||
[4] | Fair value of the Warrants was computed using the Black-Scholes-Merton valuation model. Key assumptions included the respective exercise prices, the five-year term, the market price of the Company’s shares of Common Stock of $ 3.30 101 0.4 |
SUMMARY OF RELATIVE FAIR VALU_2
SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS (Details) (Parenthetical) $ / shares in Units, $ in Thousands | Nov. 30, 2020USD ($)$ / shares | Dec. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net proceeds from offering | $ 25,122 | $ 20,102 | ||
Commitment Shares [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Market price | $ / shares | $ 3.30 | |||
Securities Purchase Agreement [Member] | Private Placement [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net proceeds from offering | $ 28,710 | |||
Securities Purchase Agreement [Member] | Commitment Shares [Member] | Private Placement [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Net proceeds from offering | [1] | $ 2,101 | ||
Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Warrants measurement input | 101 | |||
Securities Purchase Agreement [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Warrants measurement input | 0.4 | |||
Common Stock [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Market price | $ / shares | $ 3.30 | |||
[1] | The relative fair value allocation is determined by multiplying the $ 28.7 |
PRIVATE PLACEMENT OF DEBT AND_3
PRIVATE PLACEMENT OF DEBT AND EQUITY SECURITIES (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 28, 2021 | Feb. 16, 2021 | Nov. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 15, 2021 | |
Schedule of Capitalization, Equity [Line Items] | |||||||
Stock issued during the period | 40,100,000 | ||||||
Net proceeds from offering | $ 25,122 | $ 20,102 | |||||
Ewb Credit Facility [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Repayment of credit facility | $ 14,100 | ||||||
Payment of interest rate swap | 400 | ||||||
Prepayment fee | $ 100 | ||||||
Private Placement [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Stock issued during the period | 14,600,000 | ||||||
Private Placement [Member] | Subsequent Event [Member] | Warrant [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Number of Securities Called by Warrants | 7,300,000 | ||||||
Exercise price | $ 5 | ||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Stock issued during the period | 800,000 | ||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Stock issued during the period | 14,600,000 | ||||||
Number of Securities Called by Warrants | 7,300,000 | ||||||
Exercise price | $ 5 | ||||||
Shares beneficial ownership limitation percentage | 4.99% | ||||||
Shares beneficial ownership limitation percentage of purchaser | 9.99% | ||||||
Securities Purchase Agreement [Member] | Class A Warrants [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Number of Securities Called by Warrants | 750,000 | ||||||
Exercise price | $ 3.75 | ||||||
Expiration date | Dec. 1, 2025 | ||||||
Net proceeds from offering | [1] | $ 1,428 | |||||
Securities Purchase Agreement [Member] | Class B Warrants [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Number of Securities Called by Warrants | 750,000 | ||||||
Exercise price | $ 5.75 | ||||||
Expiration date | Dec. 1, 2025 | ||||||
Net proceeds from offering | [1] | $ 1,310 | |||||
Securities Purchase Agreement [Member] | Class B Warrants [Member] | Subsequent Event [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Exercise price | $ 5.53 | $ 5.75 | |||||
Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Net proceeds from offering | $ 28,710 | ||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Subsequent Event [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Number of Securities Called by Warrants | 7,300,000 | ||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Subsequent Event [Member] | Common Stock [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Stock issued during the period | 14,600,000 | ||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | Commitment Shares [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Stock issued during the period | 800,000 | ||||||
Shares beneficial ownership limitation percentage | 4.99% | ||||||
Shares beneficial ownership limitation percentage of purchaser | 9.99% | ||||||
Redemption price | $ 3.36 | ||||||
Net proceeds from offering | [1] | $ 2,101 | |||||
Securities Purchase Agreement [Member] | Senior Secured Notes [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Debt instrument interest rate | 8.00% | ||||||
Debt instrument, principal amount | $ 32,400 | ||||||
Securities Purchase Agreement [Member] | Senior Secured Notes [Member] | Private Placement [Member] | |||||||
Schedule of Capitalization, Equity [Line Items] | |||||||
Net proceeds from offering | [1] | $ 23,871 | |||||
[1] | The relative fair value allocation is determined by multiplying the $ 28.7 |
SUMMARY OF DEBT (Details)
SUMMARY OF DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Short-term Debt [Line Items] | ||
Senior Notes, net of discount of $7,900 in 2020 | $ 24,532 | |
Term loan, net of discount of $448 in 2019 | 14,302 | |
Revolver | 9,700 | |
Installment notes payable | 16 | 8 |
Total | 34,197 | 24,010 |
Less current maturities | 18,016 | 11,208 |
Long-term debt, less current maturities | 16,181 | 12,802 |
Paycheck Protection Program Loan Due April 2022 [Member] | ||
Short-term Debt [Line Items] | ||
PPP Loan payable, interest at 1.0% | 6,868 | |
Paycheck Protection Program Loan Due May 2022 [Member] | ||
Short-term Debt [Line Items] | ||
PPP Loan payable, interest at 1.0% | $ 2,781 |
SUMMARY OF DEBT (Details) (Pare
SUMMARY OF DEBT (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Short-term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 448 | |
Senior Secured Notes [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 7,900 | |
Paycheck Protection Program Loan Due April 2022 [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate percentage | 1.00% | |
Loan payable collateral | unsecured | unsecured |
Debt maturity date, description | due April 2022 | due April 2022 |
Paycheck Protection Program Loan Due May 2022 [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate percentage | 1.00% | |
Loan payable collateral | unsecured | unsecured |
Debt maturity date, description | due May 2022 | due May 2022 |
SUMMARY FUTURE DEBT MATURITIES
SUMMARY FUTURE DEBT MATURITIES (Details) $ in Thousands | Dec. 31, 2020USD ($) |
Debt Disclosure [Abstract] | |
2021 | $ 18,016 |
2022 | 24,081 |
Total | $ 42,097 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | Nov. 30, 2020 | Jul. 06, 2020 | Mar. 29, 2019 | May 31, 2020 | Mar. 31, 2021 | Sep. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 14, 2020 | Mar. 31, 2020 | Dec. 31, 2018 | Aug. 10, 2018 |
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Unamortized Discount | $ 448,000 | |||||||||||
Interest expense | $ 4,036,000 | $ 3,677,000 | ||||||||||
Senior Secured Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Unamortized Discount | $ 7,900,000 | |||||||||||
Debt Instrument, Payment Terms | For the months of February 2021 through May 2021, the holders of the Senior Notes are entitled to request that the Company make principal payments up to $1.0 million per month. | |||||||||||
Debt Instrument, Covenant Description | The obligations of the Company under the Senior Notes are secured by substantially all of the assets of the Company and its subsidiaries, including all personal property and all proceeds and products thereof, goods, contract rights and other general intangibles, accounts receivable, intellectual property, equipment, and deposit accounts and a lien on certain real estate. The Company was required to maintain restricted cash balances of $18.0 million until the lender approved the prior year Ariix financial statements. After approval in February 2021, the requirement to maintain restricted cash balances was reduced to $8.0 million until such time that the outstanding principal balance of the Senior Notes is reduced below $8.0 million without regard to the unaccreted discount. The Senior Notes contain certain restrictions and covenants, which restrict the Company’s ability to incur additional debt or make guarantees, sell assets, make investments or loans, make distributions or create liens or other encumbrances. The Senior Notes also require that the Company comply with certain financial covenants, including maintaining minimum cash, minimum adjusted EBITDA, minimum revenue, and a maximum ratio of cash in foreign bank accounts to cash in U.S. deposit accounts subject to account control agreements. | |||||||||||
Senior Notes [Member] | Forecast [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Amendment fee | $ 1,100,000 | |||||||||||
EWB Revolver [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 0.50% | |||||||||||
Securities Purchase Agreement [Member] | Senior Secured Notes [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 8.00% | |||||||||||
Debt Instrument, Unamortized Discount | $ 8,500,000 | |||||||||||
Aggregate principal amount | 32,400,000 | |||||||||||
Net carrying value | $ 23,900,000 | |||||||||||
Effective interest rate | 42.30% | |||||||||||
Shares issued | 400,000 | |||||||||||
Fair value of stock issued | $ 1,100,000 | |||||||||||
Accelerated interest rate percentage | 12.00% | |||||||||||
Paycheck Protection Program [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 1.00% | |||||||||||
Aggregate principal amount | $ 6,900,000 | |||||||||||
Proceeds from loan | $ 2,800,000 | |||||||||||
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 requirement to maintain restricted cash was 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 | The Company was required to increase restricted cash deposits by the corresponding amount of any borrowings under the EWB Revolver whereby no amounts were borrowed after the amendment date. | |||||||||||
Paycheck Protection Program [Member] | Scenario Three [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt maturity date, description | Less stringent requirements were applicable for future compliance with certain financial covenants. | |||||||||||
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 ended December 31, 2020. | |||||||||||
Paycheck Protection Program [Member] | Scenario Five [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 ended December 31, 2020. | |||||||||||
Loan and Security Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt description | (i) a term loan in the aggregate principal amount of $ | |||||||||||
Outstanding borrowing credit facility, percentage | 5.25% | |||||||||||
Loan and Security Agreement [Member] | Siena Lending Group LLC [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt Instrument, Unamortized Discount | $ 500,000 | |||||||||||
Effective interest rate | 8.25% | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000,000 | |||||||||||
Interest expense | $ 500,000 | |||||||||||
Loan and Security Agreement [Member] | Prime Rate [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 4.75% | |||||||||||
Restricted Cash | $ 15,100,000 | |||||||||||
Loan and Security Agreement [Member] | Term Loan [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Monthly principal payments amount | $ 125,000 | |||||||||||
Loan and Security Agreement [Member] | EWB Credit Facility Revolver [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 0.50% | |||||||||||
Loan and Security Agreement [Member] | EWB Credit Facility Revolver [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Interest rate percentage | 2.00% | |||||||||||
EWB Credit Facility Agreement [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Aggregate principal amount | $ 15,000,000 | |||||||||||
Increase amount in principal amount | 25,000,000 | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 10,000,000 | |||||||||||
Fourth Amendment [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock Repurchased During Period, Value | $ 1,200,000 | |||||||||||
Fourth Amendment [Member] | Minimum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock Repurchased During Period, Value | 30,000,000 | |||||||||||
Fourth Amendment [Member] | Maximum [Member] | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Stock Repurchased During Period, Value | $ 31,200,000 |
SUMMARY OF COMMON STOCK PURSUAN
SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares issued | 40,100,000 | |
Net proceeds from offering | $ 25,122 | $ 20,102 |
ATM Agreement [Member] | Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares issued | 16,130 | 5,957 |
Gross proceeds | $ 25,815 | $ 20,724 |
Offering costs, commissions | (693) | (622) |
Offering costs, other | (164) | (579) |
Net proceeds from offering | $ 24,958 | $ 19,523 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Millions | May 08, 2020 | Apr. 30, 2019 | Nov. 30, 2018 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | May 31, 2020 | May 31, 2019 |
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | |||||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |||||||||
Preffered stock, par value | $ 0.001 | $ 0.001 | |||||||||
Number of shares issued | 40,100,000 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||
Preferred stock, value | |||||||||||
Preferred stock designated for future issuance | 0 | ||||||||||
Placement Shares [Member] | ATM Offering Agreement [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Stock issued during the period, value | $ 100 | ||||||||||
Agreement termination, description | ATM Agreement was amended and restated to eliminate the previous termination date of April 30, 2020. As discussed in Note 18, on February 9, 2021, the Company notified the Agent of its election to terminate the ATM Agreement effective on February 16, 2021. | ||||||||||
Placement Shares [Member] | ATM Offering Agreement [Member] | Gross Proceeds Upto $30 Million [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of agent commission equal to gross proceeds | 3.00% | ||||||||||
Proceeds from placement shares | $ 30 | ||||||||||
Placement Shares [Member] | ATM Offering Agreement [Member] | Gross Proceeds Exceeds $30 Million [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Percentage of agent commission equal to gross proceeds | 2.50% | ||||||||||
Proceeds from placement shares | $ 30 | ||||||||||
Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares issued for buniness combination | 108,000 | ||||||||||
Series A Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 250,000 | 250,000 | |||||||||
Preferred stock, voting rights | Each share of Series A Preferred was entitled to 500 votes in matters voted on by the common stockholders of the Company. | ||||||||||
Series B Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 300,000 | 300,000 | |||||||||
Number of shares issued | 284,807 | ||||||||||
Number of shares converted | 2,278,456 | ||||||||||
Series B Preferred Stock [Member] | Director [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 300,000 | ||||||||||
Series C Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 100 | 100 | |||||||||
Preferred stock conversion, description | The Certificate of Designation for the Series C Preferred provided for the automatic conversion into 1,000 shares of the Company’s Common Stock when the Company filed an amendment to its Articles of Incorporation to increase the authorized number of shares of Common Stock to 100 million shares | ||||||||||
Number of shares exchanged | 6,900 | ||||||||||
Preferred stock, shares outstanding | 0 | 0 | |||||||||
Series C Preferred Stock [Member] | Common Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Number of shares exchanged | 6,900,000 | ||||||||||
Series C Preferred Stock [Member] | Director [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 7,000 | ||||||||||
Series D Preferred Stock [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Preferred stock, shares authorized | 44,000 | ||||||||||
Preferred stock, shares outstanding | 0 | ||||||||||
Number of shares issued for buniness combination | 43,804 | ||||||||||
Preffered stock, dividend rate | 1.50% | ||||||||||
Payment of potential amount | $ 15 | ||||||||||
Preferred stock, value | $ 0.3 | ||||||||||
Minimum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 100,000,000 | ||||||||||
Maximum [Member] | |||||||||||
Class of Stock [Line Items] | |||||||||||
Common stock, shares authorized | 200,000,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Share-based Payment Arrangement [Abstract] | ||||
Options outstanding, shares | 3,551,000 | [1] | 2,786,000 | |
Weighted average grant date fair value outstanding, per share | [2] | $ 2.65 | $ 2.84 | |
Weighted average remaining contractual term, beginning balance | [3] | 8 years 8 months 12 days | 9 years | |
Options outstanding, shares grants | 1,498,000 | 1,489,000 | ||
Weighted average grant date fair value outstanding, grants | [2] | $ 2.67 | $ 2.37 | |
Options outstanding, shares modifications | (862,000) | (418,000) | ||
Weighted average grant date fair value outstanding, modification | [2] | $ 2.61 | $ 2.81 | |
Options outstanding, shares forfeited | [4] | (331,000) | (306,000) | |
Weighted average grant date fair value outstanding, forfeited | [2] | $ 1.98 | $ 2 | |
Options outstanding, shares | [1] | 3,856,000 | 3,551,000 | |
Weighted average grant date fair value outstanding, per share | [2] | $ 2.72 | $ 2.65 | |
Weighted average remaining contractual term, ending balance | [3] | 8 years 2 months 12 days | 8 years 8 months 12 days | |
Options vestes, shares | [5] | 1,918,000 | 1,365,000 | |
Weighted average grant date fair value vested, per share | [2] | $ 2.59 | $ 2.46 | |
Weighted average remaining contractual term, vested | [3] | 7 years 1 month 6 days | 7 years 8 months 12 days | |
[1] | As of December 31, 2020 and 2019, the aggregate intrinsic value of stock options outstanding was $ 1.5 19,000 | |||
[2] | Represents the weighted average exercise price. | |||
[3] | Represents the weighted average remaining contractual term until the stock options expire. | |||
[4] | On the respective exercise dates, the aggregate intrinsic value of shares of Common Stock issued upon exercise of stock options amounted to $ 0.3 1.0 | |||
[5] | As of December 31, 2020 and 2019, the aggregate intrinsic value of vested stock options was $ 1.0 17,000 |
SCHEDULE OF STOCK OPTION ACTI_2
SCHEDULE OF STOCK OPTION ACTIVITY (Details) (Parenthetical) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Share-based Payment Arrangement [Abstract] | ||
Aggregate intrinsic value of common stock issued upon exercise of stock options | $ 300,000 | $ 1,000,000 |
Aggregate intrinsic value of stock options outstanding | 1,500,000 | 19,000 |
Aggregate intrinsic value of vested stock options outstanding | $ 1,000,000 | $ 17,000 |
SUMMARY OF STOCK OPTIONS WEIGHT
SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS (Details) - Equity Incentive Plans [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant or modification date closing price of Common Stock | $ 2.66 | $ 2.38 |
Expected life (in years) | 5 years 9 months 18 days | 6 years 4 months 24 days |
Volatility | 102.00% | 107.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.70% | 1.70% |
Summary of earnout obligations | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Grant or modification date closing price of Common Stock | $ 1.54 | $ 4.75 |
Expected life (in years) | 3 months 18 days | 1 year |
Volatility | 82.00% | 138.00% |
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 0.10% | 1.90% |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) - USD ($) $ / shares in Units, $ in Thousands | 2 Months Ended | 12 Months Ended | ||||
Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | ||||
Equity Incentive Plans Equity Awards [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares, outstanding, beginning of period | 2,123,000 | 1,151,000 | ||||
Per share, outstanding, beginning of period | [1] | $ 2.17 | $ 3.46 | |||
Unvested compensation, outstanding, beginning of period | $ 4,605 | $ 3,987 | ||||
Number of shares, outstanding, beginning of period | 339,000 | [1] | 91,000 | [2] | ||
Per share, outstanding, beginning of period | [1] | $ 1.87 | $ 5.49 | |||
Unvested compensation, outstanding, beginning of period | $ 633 | [1] | $ 500 | [2] | ||
Number of shares, outstanding, beginning of period | [2] | 1,259,000 | 2,085,000 | |||
Per share, outstanding, beginning of period | [1] | $ 2.43 | $ 2.42 | |||
Unvested compensation, outstanding, beginning of period | [2] | $ 3,060 | $ 5,036 | |||
Number of shares, outstanding, beginning of period | (975,000) | (220,000) | ||||
Per share, outstanding, beginning of period | [1] | $ 1.94 | $ 4.63 | |||
Unvested compensation, outstanding, beginning of period | $ (1,893) | $ (1,019) | ||||
Number of shares, outstanding, beginning of period | 35,000 | |||||
Per share, outstanding, beginning of period | [1] | $ 0.97 | ||||
Unvested compensation, outstanding, beginning of period | $ (34) | $ (27) | ||||
Number of shares, outstanding, beginning of period | (629,000) | (672,000) | [3] | (984,000) | [4] | |
Per share, outstanding, beginning of period | [1] | $ 3.68 | $ 3.93 | |||
Unvested compensation, outstanding, beginning of period | $ (2,472) | [3] | $ (3,872) | [4] | ||
Number of shares, outstanding, beginning of period | 2,039,000 | 2,123,000 | ||||
Per share, outstanding, beginning of period | [1] | $ 1.91 | $ 2.17 | |||
Unvested compensation, outstanding, beginning of period | $ 3,899 | $ 4,605 | ||||
Number of shares, outstanding, beginning of period | (35,000) | |||||
Number of shares, outstanding, beginning of period | [5] | $ 5,363 | ||||
Equity Incentive Plans Liability-Classified Awards [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares, outstanding, beginning of period | [6] | 37,000 | 474,000 | |||
Per share, outstanding, beginning of period | [1] | $ 1.81 | $ 5.25 | [6] | ||
Unvested compensation, outstanding, beginning of period | [6] | $ 67 | $ 2,489 | |||
Number of shares, outstanding, beginning of period | [6] | |||||
Per share, outstanding, beginning of period | [1] | [6] | ||||
Unvested compensation, outstanding, beginning of period | [6] | |||||
Number of shares, outstanding, beginning of period | [6] | |||||
Per share, outstanding, beginning of period | [1],[6] | |||||
Unvested compensation, outstanding, beginning of period | [6] | |||||
Number of shares, outstanding, beginning of period | [6] | (2,000) | (322,000) | |||
Per share, outstanding, beginning of period | [1],[6] | $ 1.50 | $ 5.26 | |||
Unvested compensation, outstanding, beginning of period | [6] | $ (3) | $ (1,693) | |||
Number of shares, outstanding, beginning of period | [6] | |||||
Per share, outstanding, beginning of period | [1],[6] | |||||
Unvested compensation, outstanding, beginning of period | [6] | $ 28 | $ (519) | |||
Number of shares, outstanding, beginning of period | [4],[6] | (17,000) | (115,000) | |||
Per share, outstanding, beginning of period | [1],[6] | $ 2.65 | $ 1.83 | |||
Unvested compensation, outstanding, beginning of period | [4],[6] | $ (45) | $ (210) | |||
Number of shares, outstanding, beginning of period | [6] | 18,000 | 37,000 | |||
Per share, outstanding, beginning of period | [1] | $ 2.61 | [6] | $ 1.81 | ||
Unvested compensation, outstanding, beginning of period | [6] | $ 47 | $ 67 | |||
Number of shares, outstanding, beginning of period | [6] | |||||
Number of shares, outstanding, beginning of period | [5],[6] | $ 47 | ||||
[1] | Represents the weighted average price. | |||||
[2] | Represents grants to members of the Board of Directors whereby the shares of Common Stock were issued with cliff vesting one year after the grant date. | |||||
[3] | 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 the service condition during the year. Vested shares include approximately 7,000 shares as of December 31, 2020 and 319,000 shares as of December 31, 2019 that were not issuable until the first quarter of the following year. | |||||
[5] | The intrinsic value is based on the closing price of the Company’s Common Stock of $ 2.63 | |||||
[6] | 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 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 December 31, 2020, the cumulative amount of compensation expense recognized is based on the progress toward vesting and the total fair value of the respective awards on that date. |
SCHEDULE OF RESTRICTED STOCK _2
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) (Parenthetical) | 12 Months Ended |
Dec. 31, 2020$ / shares | |
Equity Incentive Plans Equity Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vested shares description | Vested shares include approximately 7,000 shares as of December 31, 2020 and 319,000 shares as of December 31, 2019 that were not issuable until the first quarter of the following year. |
Closing price of common stock | $ 2.63 |
Equity Incentive Plans Liability-Classified Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Closing price of common stock | $ 2.63 |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expense Recognized | $ 4,638,000 | $ 6,388,000 |
Unrecognized Expense | 8,335,000 | 9,475,000 |
Stock Options Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expense Recognized | 2,121,000 | 2,240,000 |
Unrecognized Expense | 4,389,000 | 4,803,000 |
Restricted Stock Awards [Member] | Equity Classified [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expense Recognized | 2,472,000 | 3,872,000 |
Unrecognized Expense | 3,899,000 | 4,605,000 |
Restricted Stock Awards [Member] | Liability Classified [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expense Recognized | 45,000 | 210,000 |
Unrecognized Expense | 47,000 | 67,000 |
Restricted Stock Awards [Member] | Non-Plan Equity-Classified [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expense Recognized | 64,000 | |
Unrecognized Expense | ||
Warrants [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expense Recognized | 2,000 | |
Unrecognized Expense |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) - $ / shares | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | |||
Share-based Payment Arrangement [Abstract] | ||||
Shares Outstanding, beginning of year | 311,000 | 103,000 | ||
Price Outstanding, beginning of year | [1] | $ 4.80 | $ 4.38 | |
Term Outstanding, beginning of year | [2] | 6 years 8 months 12 days | 3 years 2 months 12 days | |
Shares Grants | 1,500,000 | [3] | 208,000 | |
Price Grants | [1] | $ 4.75 | $ 5.01 | |
Shares Forfeited | (8,000) | |||
Price Forfeited | [1] | $ 1.83 | ||
Shares Outstanding, end of year | 1,803,000 | [4] | 311,000 | |
Price Outstanding, end of year | [1] | $ 4.77 | $ 4.80 | |
Term Outstanding, end of year | [2] | 5 years 1 month 6 days | 6 years 8 months 12 days | |
[1] | Represents the weighted average exercise price. | |||
[2] | Represents the weighted average remaining contractual term until the warrants expire. | |||
[3] | Grant of Warrants in connection with the private placement discussed in Note 9. | |||
[4] | All warrants are vested and exercisable as of December 31, 2020. |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 | May 30, 2019 | Jul. 31, 2019 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares issued | 40,100,000 | |||||||||||
Expense Recognized | $ 4,638,000 | $ 6,388,000 | ||||||||||
Number of outstanding options, shares | 3,856,000 | [1] | 3,551,000 | [1] | 3,856,000 | [1] | 3,551,000 | [1] | 2,786,000 | |||
Modification Agreement [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Fair value of stock option | $ 500,000 | $ 300,000 | ||||||||||
Expense Recognized | $ 47,000 | $ 500,000 | ||||||||||
Number of outstanding options, shares | 348,000 | 292,000 | 292,000 | 348,000 | 292,000 | |||||||
Weighted-average grant date fair value | $ 0.14 | $ 3.40 | $ 2.17 | $ 1.99 | ||||||||
Equity Incentive Plans Equity Awards [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares, vested | 629,000 | 672,000 | [2] | 984,000 | [3] | |||||||
Stock Options [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized stock-based compensation, weighted-average period | 2 years 2 months 12 days | |||||||||||
Equity-Classified Restricted Stock Awards [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Unrecognized stock-based compensation, weighted-average period | 2 years 2 months 12 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 | |||||||||||
2019 Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares issued | 10,000,000 | |||||||||||
Plan termination date | 2029-04 | |||||||||||
2019 Plan [Member] | Stock Options, Restricted Stock and Similar Instruments [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for future grants | 8,000,000 | 8,000,000 | ||||||||||
LTI Plan [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Shares available for future grants | 1,500,000 | 1,500,000 | ||||||||||
LTI Plan [Member] | Employees, Directors and Consultants [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Option granted, term | 10 years | |||||||||||
Percentage of maximum outstanding shares available for grant | 10.00% | |||||||||||
LTI Plan [Member] | Employees, Directors and Consultants [Member] | Minimum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Percentage of exercise price of stock options to be granted | 100.00% | |||||||||||
Options vesting period | 1 year | |||||||||||
LTI Plan [Member] | Employees, Directors and Consultants [Member] | Maximum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Options vesting period | 3 years | |||||||||||
Non-Plan Equity-Classified [Member] | Restricted Stock Awards [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Expense Recognized | $ 64,000 | |||||||||||
[1] | As of December 31, 2020 and 2019, the aggregate intrinsic value of stock options outstanding was $ 1.5 19,000 | |||||||||||
[2] | 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 the service condition during the year. Vested shares include approximately 7,000 shares as of December 31, 2020 and 319,000 shares as of December 31, 2019 that were not issuable until the first quarter of the following year. |
SCHEDULE OF LOSS BEFORE INCOME
SCHEDULE OF LOSS BEFORE INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (50,361) | $ (96,159) |
International | 12,912 | 18,992 |
Loss before income taxes | $ (37,449) | $ (77,167) |
SCHEDULE OF RECONCILIATION OF I
SCHEDULE OF RECONCILIATION OF INCOME TAX BENEFIT (Details) - USD ($) $ in Thousands | Mar. 22, 2019 | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at statutory U.S. federal rate | $ 7,864 | $ 16,205 | |
Income tax benefit attributable to U.S. states | 2,114 | 3,914 | |
Change in state tax rates | 2,449 | ||
Stock-based compensation | (229) | 774 | |
Remeasurement of acquired taxes payable | 974 | ||
Subpart F income | (952) | ||
Other | 257 | 720 | |
Code section 162(m) excess compensation | (13) | (703) | |
Non-deductible expenses | (421) | (725) | |
Change in fair value earnouts | 2,900 | ||
Benefit of foreign taxes | 717 | ||
Foreign deferred tax adjustments | 94 | 2,194 | |
Foreign tax credit | 3,324 | 6,146 | |
Foreign withholding/prior year tax | (668) | (1,414) | |
Foreign rate differential | 34 | (5,561) | |
Change in valuation allowance | (16,722) | (37,835) | |
Total income tax expense | $ (11,900) | $ (1,895) | $ (12,668) |
SCHEDULE OF COMPONENTS OF INCOM
SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Current income tax expense: U.S. Federal | $ 975 | |
Current income tax expense: U.S. States | (44) | (5) |
Current income tax expense: Foreign | (2,762) | (17,563) |
Total current income tax expense | (1,831) | (17,568) |
Deferred income tax benefit (expense): U.S. Federal | 631 | (8,419) |
Deferred income tax benefit (expense): U.S. States | ||
Deferred income tax benefit (expense): Foreign | (695) | 13,319 |
Total deferred income tax benefit (expense) | (64) | 4,900 |
Total income tax expense | $ (1,895) | $ (12,668) |
SCHEDULE OF DEFERRED INCOME TAX
SCHEDULE OF DEFERRED INCOME TAX ASSETS AND LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deferred income tax assets: Foreign tax credits | $ 18,847 | $ 14,079 |
Deferred income tax assets: Net operating loss carryforwards | 29,785 | 15,348 |
Deferred income tax assets: Accrued liabilities | 11,877 | 8,670 |
Deferred income tax assets: Accrued pension | 1,680 | 1,927 |
Deferred income tax liabilities: Operating lease liabilities | 15,378 | 16,596 |
Deferred income tax assets: Above market lease | 10,063 | 10,370 |
Deferred income tax assets: Property and equipment, net | 1,362 | 363 |
Deferred income tax assets: Other | 3,344 | 758 |
Gross deferred income tax assets | 92,336 | 68,111 |
Valuation allowance for deferred income tax assets | (64,721) | (43,465) |
Net deferred income tax assets | 27,615 | 24,646 |
Deferred income tax liabilities: Goodwill and identifiable intangible assets | (10,226) | (5,117) |
Deferred income tax assets: Operating lease, right of use asset | (14,518) | (15,842) |
Deferred income tax liabilities: Property and equipment, net | (480) | |
Total deferred income tax liabilities | (25,224) | (20,959) |
Net deferred income tax asset (liability) | 2,391 | 3,687 |
Foreign deferred income tax assets | 7,782 | 9,128 |
Foreign deferred income tax liabilities | (5,391) | (5,441) |
Net deferred income tax asset | $ 2,391 | $ 3,687 |
SCHEDULE OF UNRECOGNIZED TAX BE
SCHEDULE OF UNRECOGNIZED TAX BENEFITS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Balance, beginning of year in unrecognized tax benefits | $ 1,545 | $ 430 |
Increase related to: Prior tax positions | 4,500 | 1,163 |
Increase related to: Current tax positions | 15 | 22 |
Decreases related to prior tax positions | (613) | (46) |
Settlements | (24) | |
Balance, end of year in unrecognized tax benefits | $ 5,447 | $ 1,545 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred tax assets, valuation allowance | $ 21.3 | $ 37.8 |
NOL Operating loss carryforwards | 138.7 | |
NOL Operating loss carryforwards, description | The NOLs will expire at various dates from 2021 through 2040, with the exception of $50.0 million related to United States and those in some foreign jurisdictions where there is no expiration. The U.S. NOLs have a full valuation allowance recorded against them. Of the $73.1 million of foreign NOLs, all but $5.4 million have a valuation allowance recorded against them. | |
Deferred tax liabilities | 0.5 | |
Unrecognized tax benefit long term liabilities | 1.1 | $ 1.5 |
Other deferred tax assets, offset | $ 4.3 | |
Unrecognized tax benefits description | As of December 31, 2020, unrecognized tax benefits of $1.1 million, if recognized, would affect the effective tax rate. As of December 31, 2020, unrecognized tax benefits of $4.3 million, if recognized, would not affect the Company’s effective tax rate since the tax benefits would increase a deferred tax asset that is currently fully offset by a full valuation allowance. | |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | $ 0.1 | |
Foreign Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL Operating loss carryforwards | 73.1 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL Operating loss carryforwards | 65.6 | |
Domestic Tax Authority [Member] | UNITED STATES | ||
Operating Loss Carryforwards [Line Items] | ||
NOL Operating loss carryforwards | 50 | |
Ariix LLC [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
NOL Operating loss carryforwards | $ 6.6 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($) | Sep. 04, 2020 | May 08, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Loss Contingencies [Line Items] | ||||
Other long-term liabilities | $ 8,313,000 | $ 9,132,000 | ||
Other accrued current liabilities | 10,749,000 | 7,382,000 | ||
Proceeds from debt | $ 6,868,000 | 61,288,000 | ||
Stock issued during the period | 40,100,000 | |||
Guarantee Deposits | $ 900,000 | 900,000 | ||
Brent Willis [Member] | ||||
Loss Contingencies [Line Items] | ||||
Aggregate annual base compensation | $ 650,000 | |||
Performance bonuses annual base compensation | 100.00% | |||
Agreement expiration date | Jan. 1, 2023 | |||
Gregory Gould [Member] | ||||
Loss Contingencies [Line Items] | ||||
Aggregate annual base compensation | $ 500,000 | |||
Performance bonuses annual base compensation | 50.00% | |||
Agreement expiration date | Jan. 1, 2023 | |||
David Vanderveen [Member] | ||||
Loss Contingencies [Line Items] | ||||
Aggregate annual base compensation | $ 550,000 | |||
Performance bonuses annual base compensation | 50.00% | |||
Agreement expiration date | Jan. 1, 2023 | |||
ASU 450 [Member] | ||||
Loss Contingencies [Line Items] | ||||
Current liability under (ASU) 450, contingencies | $ 1,100,000 | 900,000 | ||
Four Zero One K Plan [Member] | ||||
Loss Contingencies [Line Items] | ||||
Defined contribution plan, description | the Company has had a defined contribution employee benefit plan under section 401(k) of the Code (the “401(k) Plan”). The 401(k) Plan covers all eligible U.S. employees that are entitled to participate at the beginning of the first full quarter following commencement of employment. The Company matches the entire amount of the employee contributions up to 3% of the participating employee’s compensation, and then 50% of employee contributions between 4% and 5% of the participating employee’s compensation. These matching contributions vest for 100% when the matching contributions are made. | |||
Defined contribution plan, cost | $ 900,000 | 700,000 | ||
Foreign Benefit Plans [Member] | ||||
Loss Contingencies [Line Items] | ||||
Other long-term liabilities | $ 3,100,000 | 3,400,000 | ||
Defined contribution plan, description | Upon termination of employment, the employees of the Japanese subsidiary are generally entitled to retirement benefits determined by reference to basic rates of pay at the time of termination, years of service, and conditions under which the termination occurs. If the termination is involuntary or caused by retirement at the mandatory retirement age of 65, the employee is entitled to a greater payment than in the case of voluntary termination. The employees in Indonesia whose service is terminated are generally entitled to retirement benefits determined by reference to basic rates of pay at the time of termination, years of service and conditions under which the termination occurs. | |||
Defined contribution plan, cost | $ 2,900,000 | 3,500,000 | ||
Executive Deferred Compensation Plan [Member] | ||||
Loss Contingencies [Line Items] | ||||
Other long-term liabilities | 3,600,000 | 3,800,000 | ||
Other accrued current liabilities | $ 300,000 | $ 300,000 | ||
Executive Deferred Compensation Plan [Member] | Maximum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Deferred compensation obligation, period | 20 years | |||
Settlement Agreement [Member] | Mr. Vanderveen's [Member] | ||||
Loss Contingencies [Line Items] | ||||
Proceeds from debt | $ 400,000 | |||
Payments of debt | 300,000 | |||
Shares of restricted common stock | $ 41,250 | |||
Stock issued during the period | 42,900 | |||
Share exercise price | $ 1.77 | |||
Expiration date | Sep. 4, 2021 | |||
Payments for consulting services | $ 22,500 | |||
Royalty Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Prepaid royalties | $ 500,000 | |||
Additional royalties | $ 750,000 | |||
Royalty description | Future royalty payments will be determined based on a sliding scale where (i) no royalties are payable if net revenue for the annual contract period is less than $3.0 million, and (ii) royalties ranging from 3% to 4% of net revenue are payable for annual revenue in excess of $3.0 million. |
SCHEDULE OF LOSS PER SHARE (Det
SCHEDULE OF LOSS PER SHARE (Details) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 7,716,000 | 5,931,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,856,000 | 3,551,000 |
Unissued And Unvested Restricted Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 2,057,000 | 2,069,000 |
Common Stock Purchase Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 1,803,000 | 311,000 |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Ariix derivative liability | $ 163,300 | |
Fair Value, Recurring [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Ariix derivative liability | 90,874 | |
Interest rate swap liability | 99 | |
Total | 90,874 | 99 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Ariix derivative liability | ||
Interest rate swap liability | ||
Total | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Ariix derivative liability | ||
Interest rate swap liability | 99 | |
Total | 99 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Ariix derivative liability | 90,874 | |
Interest rate swap liability | ||
Total | $ 90,874 |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Details Narrative) | Jul. 31, 2019USD ($) | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Notes Payable, Fair Value Disclosure | $ 28,900,000 | ||
Stock issued during the period | shares | 40,100,000 | ||
Derivative liability | $ 163,300,000 | ||
Derivative liability, measurement input | 0.77 | ||
Concentration risk, percentage | 10.00% | 10.00% | |
Cash and cash equivalents, at carrying value | $ 43,711,000 | $ 60,842,000 | |
MAX and Other Noni Based Beverage Products [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Concentration risk, percentage | 70.00% | ||
No Single Supplier [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Concentration risk, percentage | 10.00% | 10.00% | |
UNITED STATES | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Concentration risk, percentage | 68.00% | 72.00% | |
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, at carrying value | $ 8,200,000 | $ 22,200,000 | |
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, at carrying value | 23,700,000 | 1,400,000 | |
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, at carrying value | 6,300,000 | 6,600,000 | |
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, at carrying value | $ 7,300,000 | 3,600,000 | |
Measurement Input, Risk Free Interest Rate [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Derivative liability, measurement input | 0.001 | ||
Measurement Input Weighted Average Cost Of Capital [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Derivative liability, measurement input | 0.165 | ||
Amended Merger Agreement [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Stock issued during the period | shares | 35,700,000 | ||
Interest Rate Swap Agreement [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Aggregate principal amount | $ 10,000,000 | ||
Interest rate percentage | 5.40% | ||
Debt maturity date | May 1, 2023 | ||
Unrealized loss from interest rate | $ 100,000 | ||
Interest Rate Swap Agreement [Member] | Prime Rate [Member] | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Interest rate percentage | 0.50% |
SUMMARY OF SEGMENT REPORTING (D
SUMMARY OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Net revenue | $ 279,471 | $ 253,708 |
Total gross profit | 177,489 | 152,707 |
Total assets | 443,182 | 251,130 |
Total depreciation and amortization | 8,928 | 8,759 |
Total capital expenditures | 2,471 | 5,357 |
Direct Social Selling [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 222,130 | 200,708 |
Total gross profit | 169,025 | 155,685 |
Total assets | 396,174 | 201,600 |
Total depreciation and amortization | 8,362 | 6,782 |
Total capital expenditures | 2,188 | 4,204 |
Direct Store [Member] | ||
Segment Reporting Information [Line Items] | ||
Net revenue | 57,341 | 53,000 |
Total gross profit | 8,464 | (2,978) |
Total assets | 47,008 | 49,530 |
Total depreciation and amortization | 566 | 1,977 |
Total capital expenditures | $ 283 | $ 1,153 |
SCHEDULE OF NET REVENUE BY GEOG
SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 279,471 | $ 253,708 | |
UNITED STATES | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 89,079 | 77,084 | |
JAPAN | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 87,968 | 87,151 | |
CHINA | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 51,419 | 52,985 | |
Restof World [Member] | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | [1] | $ 51,005 | $ 36,488 |
[1] | No individual country in the Rest of World group exceeds 10% |
SCHEDULE OF NET REVENUE BY GE_2
SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION (Details) (Parenthetical) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting [Abstract] | ||
Concentration risk, percentage | 10.00% | 10.00% |
SEGMENTS AND GEOGRAPHIC CONCE_3
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Segment Reporting Information [Line Items] | ||
Revenue, percentage | 10.00% | 10.00% |
Property and equipment, net carrying value | $ 28,076 | $ 28,443 |
UNITED STATES | ||
Segment Reporting Information [Line Items] | ||
Revenue, percentage | 68.00% | 72.00% |
Property and equipment, net carrying value | $ 23,600 | $ 22,100 |
Direct Social Selling [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, percentage | 85.00% |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) $ / shares in Units, $ in Thousands | Mar. 10, 2021shares | Mar. 03, 2021shares | Feb. 22, 2021USD ($) | Feb. 16, 2021$ / sharesshares | Feb. 11, 2021USD ($) | Jan. 29, 2021USD ($)shares | Nov. 16, 2020shares | Mar. 04, 2020USD ($)Numbershares | Dec. 31, 2020USD ($)shares | Dec. 31, 2019USD ($) |
Subsequent Event [Line Items] | ||||||||||
Stock issued during the period | 40,100,000 | |||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ | $ 279,471 | $ 253,708 | ||||||||
Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Liquidated damages, description | If the Company does not comply with these requirements, the investors are entitled to liquidated damages equal to 2.0% of the aggregate subscription amount on each 30-day anniversary of such failure. | |||||||||
Shares vesting date | (ii) a grant of 350,000 shares up to 1,050,000 shares that vest to the extent that prescribed amounts of measurable merger synergies are realized by the Company over the three-year period ending December 31, 2023, and (iii) a grant of 350,000 shares up to 1,050,000 shares that vest if the Company achieves prescribed levels of earnings before interest, taxes, depreciation and amortization (“EBITDA”) over the three-year period ending December 31, 2023. | |||||||||
Subsequent Event [Member] | Share-based Payment Arrangement, Tranche Three [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 175,000 | |||||||||
Subsequent Event [Member] | First Anniversary [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock issued during period issuable to sellers decreasing shares | 500,000 | |||||||||
Ariix Merger Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,500,000 | |||||||||
Ariix Merger Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Restricted cash account balance | $ | $ 3,100 | |||||||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,000,000 | |||||||||
Decrease in number of shares issuable | 600,000 | |||||||||
ATM Sales Agreement [Member] | Subsequent Event [Member] | Manager [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, value | $ | $ 53,500 | |||||||||
ATM Sales Agreement [Member] | Subsequent Event [Member] | Manager [Member] | Maximum [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Sale of common stock, value | $ | $ 3,000 | |||||||||
Expected commission upon proceeds from sale of placement shares, percentage | 3.00% | |||||||||
Securities Purchase Agreement [Member] | Subsequent Event [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Stock issued during the period | 14,600,000 | |||||||||
Number of securities called by warrants | 7,300,000 | |||||||||
Proceeds from shares and warrants issued | $ | $ 58,000 | |||||||||
Percentage of placement agent fee | 7.00% | |||||||||
Proceeds from shares and warrants issued after placement agent fee | $ | $ 53,900 | |||||||||
Exercise price | $ / shares | $ 5 | |||||||||
Shares beneficial ownership limitation percentage | 4.99% | |||||||||
Shares beneficial ownership limitation percentage of purchaser | 9.99% | |||||||||
Gould Agreement [Member] | Subsequent Event [Member] | Gregory Gould [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
[custom:CompensationDescription] | As part of the transition, Mr. Gould will receive (i) a payment in March 2021 for his 2020 performance bonus of $250,000, (ii) a target performance bonus of $650,000 for his work in 2021 payable in July 2021, (iii) severance compensation of one year of base salary of $500,000 plus target bonus of $250,000 pursuant to his employment agreement, (iv) payment of health insurance premiums for one year, and (v) title to his Company automobiles and laptop computer will be transferred to Mr. Gould. | |||||||||
Stock options issued | 125,000 | |||||||||
Shares vesting date | July 2, 2021 | |||||||||
Expiration date | 3 years | |||||||||
Letter Of Intent [Member] | Aliven Inc [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ | $ 20,000 | |||||||||
Stock Issued During Period, Shares, Acquisitions | 1,100,000 | |||||||||
Letter Of Intent [Member] | Minimum [Member] | Aliven Inc [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Number of customers and independent representatives. | Number | 100,000 |
SCHEDULE OF SCHEDULE II VALUATI
SCHEDULE OF SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | ||
Allowance for doubtful accounts, Balance at Beginning of Year | $ 534 | $ 134 |
Allowance for doubtful accounts, Additions Charged to Costs and Expenses | 196 | 455 |
Allowance for doubtful accounts, Provisions Assumed in Business Combinations | 114 | |
Allowance for doubtful accounts, Amounts Written Off | (148) | (169) |
Allowance for doubtful accounts, Effect of Foreign Translation | ||
Allowance for doubtful accounts, Balance at End of Year | 582 | 534 |
Allowance for sales returns, Balance at Beginning of Year | 461 | 200 |
Allowance for sales returns, Additions Charged to Costs and Expenses | 8 | 261 |
Allowance for sales returns, Provisions Assumed in Business Combinations | 2,500 | |
Allowance for sales returns, Amounts Written Off | (1,647) | |
Allowance for sales returns, Effect of Foreign Translation | ||
Allowance for sales returns, Balance at End of Year | 1,322 | 461 |
Income tax valuation allowance, Balance at Beginning of Year | 43,465 | 5,197 |
Income tax valuation allowance, Additions Charged to Costs and Expenses | 17,880 | 38,682 |
Income tax valuation allowance, Provisions Assumed in Business Combinations | 4,038 | |
Income tax valuation allowance, Amounts Written Off | (662) | (433) |
Income tax valuation allowance, Effect of Foreign Translation | 19 | |
Income tax valuation allowance, Balance at End of Year | $ 64,721 | $ 43,465 |