Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 07, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38014 | |
Entity Registrant Name | NewAge, Inc. | |
Entity Central Index Key | 0001579823 | |
Entity Tax Identification Number | 27-2432263 | |
Entity Incorporation, State or Country Code | WA | |
Entity Address, Address Line One | 2420 17th Street | |
Entity Address, Address Line Two | Suite 220 | |
Entity Address, City or Town | Denver | |
Entity Address, State or Province | CO | |
Entity Address, Postal Zip Code | 80202 | |
City Area Code | (303) | |
Local Phone Number | 566-3030 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Trading Symbol | NBEV | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 135,470,428 | |
Entity Information, Former Legal or Registered Name | Not Applicable |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 90,552 | $ 43,711 |
Trade accounts receivable, net of allowance of $547 and $582, respectively | 12,183 | 12,341 |
Inventories | 42,944 | 48,051 |
Current portion of restricted cash | 10,000 | |
Prepaid expenses and other | 11,384 | 13,032 |
Total current assets | 157,063 | 127,135 |
Long-term assets: | ||
Identifiable intangible assets, net of accumulated amortization | 165,876 | 169,611 |
Goodwill | 54,993 | 54,993 |
Right-of-use lease assets | 35,423 | 38,764 |
Property and equipment, net of accumulated depreciation | 26,889 | 28,076 |
Restricted cash, net of current portion | 11,484 | 11,524 |
Deferred income taxes | 7,505 | 7,782 |
Deposits and other | 6,274 | 5,297 |
Total assets | 465,507 | 443,182 |
Current liabilities: | ||
Accounts payable | 16,309 | 22,774 |
Accrued liabilities | 67,381 | 70,007 |
Current portion of business combination liabilities | 3,154 | 11,750 |
Current maturities of long-term debt | 23,015 | 18,016 |
Total current liabilities | 109,859 | 122,547 |
Long-term liabilities: | ||
Business combination liabilities, net of current portion | 103,679 | 95,826 |
Long-term debt, net of current maturities | 10,342 | 16,181 |
Operating lease liabilities, net of current portion: | ||
Lease liability | 31,873 | 34,788 |
Deferred lease financing obligation | 15,713 | 15,882 |
Warrant derivative liability | 12,402 | |
Deferred income taxes | 5,232 | 5,391 |
Other | 8,221 | 8,313 |
Total liabilities | 297,321 | 298,928 |
Commitments and contingencies (Note 10) | ||
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 | ||
Common Stock, $0.001 par value per share. Authorized 200,000 shares; issued and outstanding 135,399 and 99,146 shares as of March 31, 2021 and December 31, 2020, respectively | 135 | 99 |
Additional paid-in capital | 336,128 | 236,732 |
Obligation to issue 19,704 shares of Common Stock as of December 31, 2020 | 54,186 | |
Note receivable for stock subscription | (1,250) | (1,250) |
Accumulated other comprehensive income | 2,756 | 4,201 |
Accumulated deficit | (169,583) | (151,815) |
Total stockholders’ equity | 168,186 | 142,153 |
Total liabilities, redeemable Common Stock, and stockholders’ equity | $ 465,507 | $ 443,182 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, net of allowance | $ 547 | $ 582 |
Temporary Equity, Shares Issued | 800,000 | |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common Stock, par value | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 135,399,000 | 99,146,000 |
Common Stock, shares outstanding | 135,399,000 | 99,146,000 |
Obligation to issuance of common stock, shares issued | 19,704,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenue | $ 125,518 | $ 63,693 |
Cost of goods sold | 38,117 | 22,169 |
Gross profit | 87,401 | 41,524 |
Operating expenses: | ||
Commissions | 47,397 | 19,515 |
Selling, general and administrative | 38,859 | 30,608 |
Depreciation and amortization expense | 4,675 | 1,781 |
Total operating expenses | 90,931 | 51,904 |
Operating loss | (3,530) | (10,380) |
Non-operating income (expense): | ||
Interest expense | (3,123) | (572) |
Loss from change in fair value of derivatives, net | (9,613) | (326) |
Interest and other income (expense), net | (352) | 383 |
Loss before income taxes | (16,618) | (10,895) |
Income tax expense | (1,150) | (723) |
Net loss | (17,768) | (11,618) |
Other comprehensive loss: | ||
Foreign currency translation adjustments, net of tax | (1,445) | (1,391) |
Comprehensive loss | $ (19,213) | $ (13,009) |
Net loss per share attributable to common stockholders (basic and diluted) | $ (0.14) | $ (0.14) |
Weighted average number of shares of Common Stock outstanding (basic and diluted) | 127,257 | 85,371 |
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, 2019 | $ 82 | $ 203,862 | $ 802 | $ (112,471) | $ 92,275 | |||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 81,873,000 | |||||||
In ATM public offering, net of offering costs | $ 5 | 8,281 | 8,286 | |||||
In ATM public offering, net of offering costs, shares | 4,939,000 | |||||||
Upon vesting of restricted stock awards | ||||||||
Upon vesting of restricted stock awards, shares | 431,000 | |||||||
For exercise of stock options | 4 | 4 | ||||||
Exercise of stock options, shares | 2,000 | |||||||
Stock-based compensation expense | 1,238 | 1,238 | ||||||
Net change in accumulated other comprehensive income (loss) | (1,391) | (1,391) | ||||||
Net loss | (11,618) | (11,618) | ||||||
Balances, March 31, 2020 at Mar. 31, 2020 | $ 87 | 213,385 | (589) | (124,089) | 88,794 | |||
Shares, Outstanding, Ending Balance at Mar. 31, 2020 | 87,245,000 | |||||||
Balances, December 31, 2019 at Dec. 31, 2019 | $ 82 | 203,862 | 802 | (112,471) | 92,275 | |||
Shares, Outstanding, Beginning Balance at Dec. 31, 2019 | 81,873,000 | |||||||
Balances, March 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 | |||||||
In Ariix business combination | $ 20 | 54,166 | (54,186) | |||||
In Ariix business combination, shares | 19,704,000 | |||||||
Private placement of Common Stock, net of issuance costs | $ 15 | 39,635 | $ 39,650 | |||||
Private placement of Common Stock, net of issuance costs, shares | 14,636,000 | 14,636,000 | ||||||
In ATM public offering, net of offering costs, shares | ||||||||
Upon vesting of restricted stock awards | ||||||||
Upon vesting of restricted stock awards, shares | 448,000 | |||||||
For exercise of stock options | 485 | $ 485 | ||||||
Exercise of stock options, shares | 265,000 | 265,000 | [1] | |||||
Reclassification of Redeemable Common Stock | $ 1 | 3,160 | $ 3,161 | |||||
Reclassification of Redeemable Common Stock, shares | 1,200,000 | |||||||
Stock-based compensation expense | 1,950 | 1,950 | ||||||
Net change in accumulated other comprehensive income (loss) | (1,445) | (1,445) | ||||||
Net loss | (17,768) | (17,768) | ||||||
Balances, March 31, 2020 at Mar. 31, 2021 | $ 135 | $ 336,128 | $ (1,250) | $ 2,756 | $ (169,583) | $ 168,186 | ||
Shares, Outstanding, Ending Balance at Mar. 31, 2021 | 135,399,000 | |||||||
[1] | On the respective exercise dates, the weighted average intrinsic value per share of Common Stock issued upon exercise of stock options amounted to $ 1.83 0.5 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (17,768) | $ (11,618) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Loss from change in fair value of derivatives, net | 9,613 | 326 | |
Depreciation and amortization | 4,774 | 1,879 | |
Non-cash lease expense | 3,952 | 1,282 | |
Accretion and amortization of debt discount and issuance costs | 2,294 | 140 | |
Stock-based compensation expense | 1,962 | 1,357 | |
Deferred income tax expense (benefit) | (44) | (39) | |
Other | (3) | 143 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | 217 | (523) | |
Inventories | 4,554 | 3,068 | |
Prepaid expenses, deposits and other | 509 | 85 | |
Accounts payable | (6,493) | (675) | |
Other accrued liabilities | (5,708) | (8,946) | |
Net cash used in operating activities | (2,141) | (13,521) | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash payments for Ariix business combination | (10,000) | ||
Proceeds from sale of equipment | 174 | ||
Capital expenditures for property and equipment | (287) | (1,591) | |
Net cash used in investing activities | (10,287) | (1,417) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from private placement of Units, net of placement fee: | |||
Fair value of warrants to purchase 7,318 shares of Common Stock | 14,128 | ||
Residual fair value of 14,636 shares of Common Stock | 39,673 | ||
Principal payments on borrowings | (2,000) | (10,075) | |
Debt issuance costs paid | (20) | (57) | |
Proceeds from issuance of common stock | 8,288 | ||
Payments for deferred offering costs | (24) | (2) | |
Proceeds from exercise of stock options | 485 | 4 | |
Principal payments on business combination obligations | (2,143) | ||
Payments under deferred lease financing obligation | (164) | (158) | |
Net cash provided by (used in) financing activities | 49,935 | (2,000) | |
Effect of foreign currency translation changes | (706) | (1,366) | |
Net change in cash, cash equivalents and restricted cash | 36,801 | (18,304) | |
Cash, cash equivalents and restricted cash at beginning of period | 65,235 | 64,571 | $ 64,571 |
Cash, cash equivalents and restricted cash at end of period | 102,036 | 46,267 | 65,235 |
SUMMARY OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD: | |||
Cash and cash equivalents | 90,552 | 27,537 | $ 43,711 |
Current portion of restricted cash | 1,500 | ||
Long-term portion of restricted cash | 11,484 | 17,230 | |
Total | 102,036 | 46,267 | |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 728 | 227 | |
Cash paid for income taxes | 487 | 14,052 | |
Cash paid for amounts included in the measurement of operating lease liabilities | 2,722 | 2,394 | |
Right-of-use assets acquired in exchange for operating lease liabilities | 603 | 1,889 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Issuance of 400 shares of Redeemable Common Stock for Senior Notes amendment fee | 1,060 | ||
Clarification Letter obligation in exchange for reduction of shares issuable for derivative liability | 3,056 | ||
Increase in payables for capital expenditures | 40 | 35 | |
Increase in payables for debt issuance costs | $ 179 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended |
Mar. 31, 2021shares | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Stock issued during the period | 14,636,000 |
Redeemable Common Stock [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Debt conversion, shares issued | 400,000 |
Warrant [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Stock issued during the period | 7,318,000 |
Common Stock [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Stock issued during the period | 14,636,000 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 — BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Overview NewAge, Inc. (the “Company”) was formed under the laws of the State of Washington on April 26, 2010. Effective July 28, 2020, the Company amended its Articles of Incorporation to change its name from New Age Beverages Corporation to NewAge, Inc. Accordingly, all references herein have been changed to reflect the new name. The Company 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”) and customers. 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. Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented for each reportable segment for purposes of making operating decisions and assessing financial performance. The Company’s CODM assesses performance and allocates resources based on the financial information of two operating segments, the Direct / Social Selling segment and the Direct Store segment. These two Basis of Presentation The unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements for the three months ended March 31, 2021 and 2020 should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC on March 18, 2021 (the “2020 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2020 have been derived from the Company’s audited financial statements. The Company’s financial condition as of March 31, 2021 and its operating results for the three months ended March 31, 2021 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2021. 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 other equity instruments; the number of shares of restricted stock that will ultimately vest based on the future achievement of performance criteria; estimated useful lives for identifiable intangible assets and property and equipment; allowances for sales returns, chargebacks and inventory obsolescence; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation will be affected. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Recent Accounting Pronouncements The following accounting standard was adopted during the three months ended March 31, 2021: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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). No recently issued accounting pronouncements are currently expected to have a material impact on the Company’s consolidated financial statements. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
LIQUIDITY AND GOING CONCERN | NOTE 2 — LIQUIDITY AND GOING CONCERN As of March 31, 2021, the Company had cash and cash equivalents of $ 90.6 47.2 169.6 39.6 163.3 39.6 In February 2021, the Company entered into a securities purchase agreement in connection with a private placement of units that consisted of an aggregate of approximately 14.6 7.3 53.8 During the 12-month period ending on March 31, 2022, cash payments will be required to settle certain obligations, including operating lease payments of $ 9.4 24.5 8.00 9.8 90.6 |
BUSINESS COMBINATIONS AND DISPO
BUSINESS COMBINATIONS AND DISPOSITIONS | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS AND DISPOSITIONS | NOTE 3 — BUSINESS COMBINATIONS AND DISPOSITIONS 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 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 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”. On January 29, 2021, the Company and the Sellers’ Agent entered into a letter of clarification (the “Clarification Letter”) to the Ariix Merger Agreement. The Clarification Letter explained the intent of the parties as of the Ariix Closing Date whereby (i) a cash account of Ariix with a Chinese bank that had a balance of $ 3.1 0.5 25.5 25.0 3.1 0.6 3.1 1.4 1.7 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 10.0 19.7 54.2 10.0 19.7 10.0 Pursuant to the Amended Ariix Merger Agreement and exclusive of the impact of the working capital adjustment discussed below, the Company is required to seek approval from its shareholders to issue (i) up to 30.9 1.7 7.0 11.7 25.0 2.9 39.6 163.3 On May 16, 2021, the Company is required to either pay up to an additional $ 10.0 10.0 11.0 18.0 29.0 5.0 10.0 Based on the preliminary working capital shortfall, the Company expects a reduction in the aggregate number of shares of Common Stock issuable under the Amended Ariix Merger Agreement from 39.6 34.6 163.3 90.9 155.1 19.7 54.2 10.0 90.9 3.1 3.1 87.8 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Unaudited Pro Forma Disclosures The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the three months ended March 31, 2020 (in thousands, except per share amounts): Schedule of Unaudited Pro Forma Disclosures 2021 Net revenue $ 115,363 Net loss $ (12,664 ) Net loss per share- basic and diluted $ (0.12 ) Weighted average number of shares of common stock outstanding- basic and diluted 105,075 The pro forma financial results shown above reflect the historical operating results of the Company, including the unaudited pro forma results of Ariix as if this business combination and the related equity issuances had occurred at the beginning of the first full calendar year preceding the acquisition date. The calculations of pro forma net revenue and pro forma net loss give effect to the pre-acquisition operating results of Ariix based on (i) the historical net revenue and net income of Ariix, and (ii) incremental depreciation and amortization based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives. The pro forma information presented above does not purport to represent what the actual results of operations would have been for the periods indicated, nor does it purport to represent the Company’s future results of operations. Business Combination Liabilities As of March 31, 2021 and December 31, 2020, business combination liabilities are as follows (in thousands): Schedule of Business Combination Liabilities 2021 2020 Liabilities to former owners of Ariix: Derivative liability payable in cash or shares $ 99,159 (1) $ 90,874 Short-term debt payable in cash - 10,000 Clarification Letter obligation 1,664 (2) - Business combination liabilities assumed from Ariix: Fair value of deferred consideration payable: LIMU 3,574 (3) 3,656 Zennoa 2,086 (4) 2,196 Short-term debt for Zennoa, due May 2021 350 850 Total 106,833 107,576 Less current portion 3,154 11,750 Long-term portion $ 103,679 $ 95,826 (1) Pursuant to the Amended Ariix Merger Agreement, the Company is required to seek approval from its shareholders to issue up to an aggregate of 39.6 90.9 87.8 3.1 87.8 99.2 11.3 34.6 34.6 99.2 90.9 Recurring Fair Value Measurements NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (2) Represents the remaining obligation to transfer funds from a cash account in China pursuant to the Clarification Letter discussed above. (3) 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 0.1 4.0 3.6 4.5 (4) On November 27, 2019, Ariix completed a business combination with Zennoa, LLC (“Zennoa”) that provided for fixed cash payments of $ 2.25 2.5 4.75 2.1 3.9 Future Maturities of Business Combination Obligations As of March 31, 2021, the estimated future cash and derivative settlements for business combination obligations were as follows (in thousands): Schedule of Future Maturities of Business Combination Obligations Type of Obligation Short-term Deferred Derivative Clarification Year Ending December 31, Debt Consideration Liability Letter Total Remainder of 2021 $ 350 $ 855 $ - $ 1,664 $ 2,869 2022 - 1,140 99,159 - 100,299 2023 - 1,140 - - 1,140 2024 - 1,035 - - 1,035 2025 - 480 - - 480 Thereafter - 1,750 - - 1,750 Total $ 350 $ 6,400 $ 99,159 $ 1,664 $ 107,573 Disposition of BWR and U.S. Retail Brands In September 2020, the Company sold Brands Within Reach, LLC (“BWR”) and substantially all of the Company’s legacy U.S. retail brands (the “Divested Business”). For the three months ended March 31, 2020, the operating results related to the Divested Business were included in the Direct Store segment and accounted for net revenue of $ 4.8 2.7 |
OTHER FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
OTHER FINANCIAL INFORMATION | NOTE 4 — OTHER FINANCIAL INFORMATION Inventories As of March 31, 2021 and December 31, 2020, inventories consisted of the following (in thousands): SCHEDULE OF INVENTORIES 2021 2020 Raw materials $ 12,386 $ 12,628 Work-in-process 1,170 1,225 Finished goods, net 29,388 34,198 Total inventories $ 42,944 $ 48,051 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Other Accrued Liabilities As of March 31, 2021 and December 31, 2020, other accrued liabilities consisted of the following (in thousands): SCHEDULE OF OTHER ACCRUED LIABILITIES 2021 2020 Accrued commissions $ 24,222 $ 23,594 Accrued compensation and benefits 7,528 9,443 Accrued marketing events 8,452 8,212 Deferred revenue 4,646 6,278 Provision for sales returns 1,368 1,322 Income taxes payable 4,339 3,461 Current portion of operating lease liabilities 6,483 6,948 Current portion of deferred lease financing obligation 665 659 Other accrued liabilities 9,678 10,090 Total accrued liabilities $ 67,381 $ 70,007 Depreciation and Amortization For the three months ended March 31, 2021 and 2020, depreciation expense related to property and equipment and amortization expense related to identifiable intangible assets, including amounts charged to cost of goods sold, are as follows (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2021 2020 Depreciation $ 1,039 $ 982 Amortization 3,735 897 Total $ 4,774 $ 1,879 Accumulated depreciation of property and equipment amounted to $ 9.1 8.8 Loss on change in fair value of derivatives, net For the three months ended March 31, 2021 and 2020, the loss from changes in fair value of derivatives is comprised of the following (in thousands): SCHEDULE OF LOSS FROM CHANGES IN FAIR VALUE OF DERIVATIVES Description of Derivative 2021 2020 Ariix business combination consideration $ (11,340 ) (1) $ - Warrants issued in private placement 1,727 (2) - Interest rate swap - (326 ) Loss on change in fair value of derivatives, net $ (9,613 ) $ (326 ) (1) For further discussion of the Ariix derivative liability, please refer to Note 3 under the caption Business Combination Liabilities (2) For further discussion of the derivative liability for warrants, please refer to Note 7 under the caption Private Placement of Units. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Severance Arrangements 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 an employment agreement with Mr. Gould, 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 is entitled to (i) a payment made in March 2021 for his 2020 performance bonus of $250,000, (ii) a target performance bonus of $650,000 for services through July 2, 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 Company-owned automobiles and a laptop computer that 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 6, 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. For the three months ended March 31, 2021, approximately $ 1.3 0.3 1.3 For the three months ended March 31, 2021 and 2020, activity affecting the accrued liability for severance benefits is summarized as follows (in thousands): SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS 2021 2020 Accrued severance, beginning of period $ 191 $ - Severance expense incurred 1,372 - Cash payments (230 ) - Accrued severance, end of period $ 1,333 $ - |
LEASES
LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 5 — LEASES Operating Leases The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between April 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. 3.1 2.5 As of March 31, 2021 and December 31, 2020, the weighted average remaining lease term under operating leases was 11.1 11.5 5.6 5.5 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Future Lease Payments As of March 31, 2021, future payments under operating lease agreements are as follows (in thousands): SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Remainder of 2021 $ 6,843 2022 6,765 2023 5,875 2024 5,486 2025 5,363 Thereafter 23,273 Total operating lease payments 53,605 Less imputed interest (15,249 ) (1) Present value of operating lease payments $ 38,356 (1) Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 6 — DEBT Summary of Debt As of March 31, 2021 and December 31, 2020, the Company’s debt consisted of the following (dollars in thousands): SUMMARY OF DEBT 2021 2020 Senior Notes, net of discount of $ 6,747 7,900 $ 23,685 $ 24,532 PPP Loan payable, interest at 1.0 unsecured due April 2022 6,868 6,868 PPP Loan payable, interest at 1.0 unsecured due May 2022 2,788 2,781 Installment notes payable 16 16 Total 33,357 34,197 Less current maturities 23,015 18,016 Long-term debt, less current maturities $ 10,342 $ 16,181 Future Debt Maturities As of March 31, 2021, future maturities of long-term debt, exclusive of discount accretion, are based on the assumption that the holders of the Senior Notes exercise their rights to demand the maximum principal payments permitted in each month, as follows (in thousands): SUMMARY FUTURE DEBT MATURITIES Years Ending December 31, Remainder of 2021 $ 17,003 2022 23,101 Total $ 40,104 Private Placement of Senior Notes On November 30, 2020, the Company entered into a securities purchase agreement (the “November 2020 SPA”) for a private placement of (i) 8.00 32.4 800,000 750,000 3.75 750,000 5.75 Redeemable Common Stock NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The Senior Notes bear interest at an annual rate of 8.0% applied to the stated principal balance with accrued interest payable in cash beginning on December 31, 2020 and continuing monthly thereafter. As of the closing date, the aggregate discount related to the Senior Notes was approximately $ 8.5 23.9 42.3 For the months of February 2021 through April 2021, the holders of the Senior Notes are entitled to request that the Company make principal payments up to $1.0 million per month. The Company made each of these three payments on a timely basis. Beginning in May 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 July 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 stated principal balance through December 1, 2021. 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 November 2020 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 49.7 8.0 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 as of December 31, 2021. Beginning 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 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), the Company obtained a PPP Loan in April 2020 for approximately $ 6.9 2.8 1.0 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The PPP Loans are being accounted for under Accounting Standards Codification (“ASC”) 470, Debt |
STOCKHOLDERS_ EQUITY
STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS’ EQUITY | NOTE 7 — STOCKHOLDERS’ EQUITY Private Placement of Units On February 16, 2021, the Company entered into a securities purchase agreement (the “February 2021 SPA”) in connection with a private placement of units (the “Units”). The Units consisted of an aggregate of approximately 14.6 7.3 58.0 7 53.8 The warrants have an initial exercise price of $ 5.00 February 19, 2024 4.99 9.99 53.8 SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS Common Description Warrants Stock Total Fair value on issuance date $ 14,128 (1) $ 46,105 (2) $ 60,233 Adjustment to reduce Common Stock to residual fair value - (6,455 ) (3) (6,455 ) Total $ 14,128 (1) $ 39,650 (3) $ 53,778 (4) (1) Fair value was determined on the issuance date using the Black-Scholes-Merton (“BSM”) option-pricing model. Key valuation inputs as of the issuance date included the closing price of $ 3.15 5.00 117 3.0 1.93 (2) Represents fair value of 14.6 3.15 (3) Adjustment required to record shares of Common Stock at residual fair value since the total fair value of the warrants and shares of Common Stock exceeded the net proceeds received in the private placement. (4) Represents the net proceeds received in the private placement. As of March 31, 2021, the fair value of the warrants had decreased from $ 14.1 12.4 1.7 Recurring Fair Value Measurements NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Pursuant to a registration rights agreement entered into concurrently, 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 filed the required registration statement on a timely basis, and it was declared effective by the SEC on March 29, 2021. The Company also agreed to maintain effectiveness of the registration statement 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. The February 2021 SPA provides that, subject to certain exceptions, the Company will not issue shares of Common Stock until June 27, 2021. Through August 15, 2021 the Company is generally not permitted to enter into any agreement that could result in the issuance of shares of Common Stock in a variable rate transaction. In addition, as a condition of the February 2021 SPA, each of the Company’s officers and directors entered into a Lock-up Agreement whereby they are prohibited from selling their shares of Common Stock until after June 27, 2021. Redeemable Common Stock In connection with the November 2020 SPA and the January 2021 amendment discussed in Note 6, the Company issued Commitment Shares for an aggregate of 1.2 3.36 SCHEDULE OF ELIMINATION OF REDEMPTION CONTINGENCY Number of Carrying Description Shares Value Balance, December 31, 2020 800 $ 2,101 Amendment Fee 400 1,060 Total reclassified to permanent equity 1,200 $ 3,161 At the Market Offering Agreements On April 30, 2019, the Company entered into an At the Market Offering Agreement (“ATM Agreement”) with Roth Capital Partners, LLC (the “Agent”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $ 100 SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT Number Gross Proceeds Offering Costs Net Three Months Ended March 31: Of Shares Per Share Amount Commissions Other Proceeds 2021 - $ - $ - $ $ $ - 2020 4,939 $ 1.73 $ 8,545 $ (257 ) $ (2 ) $ 8,286 On February 9, 2021, the Company notified Roth Capital Partners LLC of its election to terminate the ATM Agreement. 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 5.0 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
STOCK OPTIONS AND WARRANTS
STOCK OPTIONS AND WARRANTS | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK OPTIONS AND WARRANTS | NOTE 8 — STOCK OPTIONS AND WARRANTS Stock Option Activity The following table sets forth stock option activity under the Company’s stock option plans for the three months ended March 31, 2021 (shares in thousands): SCHEDULE OF STOCK OPTION ACTIVITY Shares Price (1) Term (2) Outstanding, beginning of period 3,856 $ 2.72 8.2 Grants 380 2.96 Forfeited (62 ) 3.44 Exercised (265 ) (3) 1.83 Outstanding, end of period 3,909 (4) 2.80 8.2 Vested, end of period 1,669 (4) 2.70 7.0 (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 weighted average intrinsic value per share of Common Stock issued upon exercise of stock options amounted to $ 1.83 0.5 (4) As of March 31, 2021, based on the closing price of the Company’s Common Stock of $2.86 per share, the intrinsic value amounted to $ 1.7 1.0 In connection with certain employee severance arrangements during the three months ended March 31, 2021, the Company agreed to accelerate vesting and extend the exercise period for options for a total of 0.2 0.5 0.3 0.2 For the three months ended March 31, 2021, the valuation assumptions for newly-granted stock options and modifications under the Company’s stock option plans were estimated on the respective date of grant or modification using the BSM option-pricing model with the following weighted-average assumptions: SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS Grants Modifications Closing price of Common Stock on measurement date $ 2.96 $ 2.84 Exercise price $ 2.96 $ 3.21 Expected life (in years) 4.6 7.6 Volatility 103 % 111 % Dividend yield 0 % 0 % Risk-free interest rate 0.5 % 0.1 % Using the BSM option-pricing model based on the valuation inputs set forth above, the weighted-average grant date fair value was $ 2.08 2.35 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Restricted Stock Activity The following table sets forth share activity related to grants of restricted stock under the Company’s stock option plans for the three months ended March 31, 2021 (in thousands): SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Type of Awards Equity Liability (1) Unvested shares, December 31, 2020 2,039 18 Unvested awards granted to: Executive officer 2,275 (2) - Board members 187 (3) - Employees and Brand Partners 218 (4) - Forfeitures and other (61 ) (1 ) Vested shares (625 ) - Unvested shares, March 31, 2021 4,033 17 Intrinsic value, March 31, 2021 $ 11,536 (5) $ 49 (5) (1) Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company’s condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company’s Common Stock at the end of each reporting period until the awards vest. (2) On March 10, 2021, the Board of Directors approved restricted stock grants to the Company’s Chief Executive Officer for (i) 175,000 shares that vest for one-third of the shares on each of the first, second and third anniversaries of the grant 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 adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) margins ranging from 4.0% to 12.0% over the three-year period ending December 31, 2023. Adjusted EBITDA margin is a non-GAAP measure computed by dividing Adjusted EBITDA, as defined by the Board of Directors, by net revenue. The fair value of the Company’s Common Stock was $2.79 per share on the grant date, resulting in total compensation expense of $0.5 million that is being recognized over the 3-year service period for the award described in (i) above, and up to an aggregate of $5.9 million if the maximum performance targets are achieved for both awards described in (ii) and (iii) above whereby an aggregate of 2.1 million shares would vest. If the Company does not achieve the minimum targets set by the Board of Directors for merger synergies and Adjusted EBITDA margin, none of the 2.1 million shares will vest. For the three months ended March 31, 2021, approximately $ 0.1 million of compensation expense was recognized for the awards described in (ii) and (iii) above, which was calculated assuming that an aggregate of 0.7 million shares will ultimately vest and that the performance criteria will not be achieved for an aggregate of 1.4 million shares that are included in the table. This compensation calculation was based on management’s estimate of the most likely outcome for the performance conditions, and considering the portion of the service period that had been rendered through March 31, 2021. Compensation expense will be recomputed at the end of each reporting period with the future impact of changes in management’s estimates reflected prospectively. (3) Represents grants to members of the Board of Directors in January 2021, whereby the shares of Common Stock will vest one year after the grant date. The fair value of the Company’s Common Stock was $ 3.21 0.6 (4) Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company’s Common Stock on the respective grant dates. (5) The intrinsic value is based on the closing price of the Company’s Common Stock of $ 2.86 In connection with certain employee severance arrangements during the three months ended March 31, 2021, the Company modified certain restricted stock awards for 0.2 0.7 0.2 0.5 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Stock-Based Compensation Expense Substantially all stock-based compensation expense is included in general and administrative expenses in the accompanying condensed consolidated statements of operations. The table below summarizes stock-based compensation expense related to stock options and restricted stock awards for the three months ended March 31, 2021 and 2020, and the unrecognized compensation expense as of March 31, 2021 and 2020 (in thousands): SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Expense Recognized for Unrecognized Expense Three Months Ended March 31: as of March 31: 2021 2020 2021 2020 Plan-based stock option awards $ 850 $ 625 $ 4,411 (1) $ 4,515 Plan-based restricted stock awards: Equity-classified 1,100 726 6,309 (2) 4,760 Liability-classified 12 6 36 44 Total $ 1,962 $ 1,357 $ 10,756 $ 9,319 (1) Includes $ 0.2 100,000 3.06 25.0 (2) Pursuant to the March 2021 grant of performance-based restricted stock to the Company’s Chief Executive Officer, amount includes $ 1.9 0.7 Restricted Stock Activity Accordingly, unrecognized compensation of $3.9 million related to an additional 1.4 million shares is excluded from the table based on management’s estimate that both performance conditions will be achieved at the target level. Accordingly, an additional $3.9 million of additional stock-based compensation expense could be recognized if the maximum performance targets are achieved over the remaining performance period through December 2023. As of March 31, 2021, unrecognized stock-based compensation expense related to service-based awards is expected to be recognized on a straight-line basis over a weighted-average period of approximately 2.1 2.0 0.8 Restricted Stock Activity Warrants The following table sets forth changes in outstanding warrants for the three months ended March 31, 2021 (shares in thousands): SCHEDULE OF WARRANTS Shares Price (1) Term (2) Outstanding, beginning of period 1,803 $ 4.77 5.1 Issuance in private placement of Units 7,318 (3) 5.00 Outstanding, end of period 9,121 (4) 4.95 3.3 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term in years until the warrants expire. (3) As discussed in Note 7, the Company completed a private placement of equity securities in February 2021 that included warrants to purchase an aggregate of 7.3 5.00 (4) All warrants are vested and exercisable as of March 31, 2021. The November 2020 SPA discussed in Note 6 included the issuance of Class B Warrants to purchase 750,000 5.75 5.75 5.53 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
INCOME TAXES
INCOME TAXES | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 9 — INCOME TAXES The Company’s provision for income taxes for the three months ended March 31, 2021 and 2020 resulted in income tax expense of $ 1.2 0.7 7 21 Interim income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete tax items in the period in which they occur. Although the Company believes its tax estimates are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which it has reflected in its historical income tax provisions and accruals. Such differences could have a material impact on the Company’s income tax provision and operating results in the period in which the Company makes such determinations. As of March 31, 2021 and December 31, 2020, $ 1.1 4.3 |
CONTINGENCIES
CONTINGENCIES | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENCIES | NOTE 10 — CONTINGENCIES From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. 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. 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. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements The Company has various non-income tax contingencies in several countries. Such exposures could be material depending upon the ultimate resolution of each situation. As of March 31, 2021 and December 31, 2020, the Company has recorded current liabilities for non-income tax contingencies in foreign countries of approximately $ 1.1 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 through March 31, 2021, the overall impact of COVID-19 continues to have an adverse impact on certain 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 80 % and 68 % of the Company’s net revenue for the three months ended March 31, 2021 and the year ended December 31, 2020, respectively. The impact of COVID-19 was a significant contributing factor for much of 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. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET LOSS PER SHARE | NOTE 11 — NET LOSS PER SHARE Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. The calculation of diluted net loss per share includes dilutive stock options, unvested restricted stock awards, and other Common Stock equivalents computed using the treasury stock method, in order to compute the weighted average number of shares outstanding. For the three months ended March 31, 2021 and 2020, basic and diluted net loss per share were the same since all Common Stock equivalents were anti-dilutive. As of March 31, 2021 and 2020, 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 2021 2020 Equity Incentive Plan awards: Stock options 3,909 3,883 Unvested restricted stock awards 4,033 2,499 Common stock purchase warrants 9,121 311 Total 17,063 6,693 |
FINANCIAL INSTRUMENTS AND SIGNI
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS | NOTE 12 — FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements Level 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date As of March 31, 2021 and December 31, 2020, 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 estimated fair value of the Senior Notes discussed in Note 6 is classified as Level 2 and amounted to approximately $ 28.8 28.9 2.5 Recurring Fair Value Measurements Recurring measurements of the fair value of liabilities as of March 31, 2021 and December 31, 2020 were as follows (in thousands): SCHEDULE OF FAIR VALUE OF LIABILITIES 2021 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities: Ariix business combination $ - $ - $ 99,159 (1) $ 99,159 $ - $ - $ 90,874 (1) $ 90,874 Warrants - - 12,402 (2) 12,402 - - - - Deferred consideration payable: LIMU - 3,574 (3) - 3,574 - 3,656 (3) - 3,656 Zennoa - 2,086 (3) - 2,086 - 2,196 (3) - 2,196 Total $ - $ 5,660 $ 111,561 $ 117,221 $ - $ 5,852 $ 90,874 $ 96,726 (1) Please refer to Note 3 under the caption Business Combination Liabilities 77 0.1 16.5 (2) Please refer to Note 7 under the caption Private Placement of Units 2.86 5.00 118 2.9 1.69 (3) The fair value of deferred consideration related to the LIMU and Zennoa business combination obligations set forth in Note 3 are classified as Level 2. The estimated fair value of these liabilities was determined in November 2020 such that the carrying values and fair values were similar as of March 31, 2021 and December 31, 2020. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements As of March 31, 2021 and December 31, 2020, the Company did not have any assets carried at fair value on a recurring basis. The Company’s policy is to recognize asset or liability transfers among Level 1, Level 2 and Level 3 as of the actual date of the events or change in circumstances that caused the transfer. During the three months ended March 31, 2021, the Company did not have any transfers of its assets or liabilities between levels of the fair value hierarchy. Significant Concentrations A significant portion of the business of 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. As set forth in Note 13, for the three months ended March 31, 2021 and 2020, a significant portion of the Company’s consolidated net revenue was generated outside the United States. Most of the Direct / Social Selling segment’s products have a component of the Noni plant, Morinda Citrifolia (“Noni”) as a common element. Tahitian Noni® Juice, MAX and other noni-based beverage products comprised over 34 80 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 March 31, 2021, the Company had cash and cash equivalents with a financial institution in the United States with balances of $ 52.9 12.0 6.3 8.2 23.7 6.3 7.3 Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts. |
SEGMENTS AND GEOGRAPHIC CONCENT
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS | NOTE 13 — SEGMENTS AND GEOGRAPHIC CONCENTRATIONS Reportable Segments The Company follows segment reporting in accordance with ASC Topic 280, Segment Reporting The 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 and customers. Approximately 88 NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements 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 3, 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 three months ended March 31, 2021 and 2020, was as follows (in thousands): SUMMARY OF SEGMENT REPORTING Segment 2021 2020 Direct / Social Selling $ 114,462 $ 50,110 Direct Store 11,056 13,583 Net revenue $ 125,518 $ 63,693 Gross profit by reporting segment for the three months ended March 31, 2021 and 2020, was as follows (in thousands): Segment 2021 2020 Direct / Social Selling $ 84,904 $ 39,606 Direct Store 2,497 1,918 Total gross profit $ 87,401 $ 41,524 Assets by reporting segment as of March 31, 2021 and December 31, 2020, were as follows (in thousands): Segment 2021 2020 Direct / Social Selling $ 386,567 $ 396,174 Direct Store 78,940 47,008 Total assets $ 465,507 $ 443,182 Depreciation and amortization expense by reporting segment, including amounts charged to cost of goods sold for the three months ended March 31, 2021 and 2020, was as follows (in thousands): Segment 2021 2020 Direct / Social Selling $ 4,675 $ 1,719 Direct Store 99 160 Total depreciation and amortization $ 4,774 $ 1,879 Cash payments for capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the three months ended March 31, 2021 and 2020, were as follows (in thousands): Segment 2021 2020 Direct / Social Selling $ 287 $ 1,467 Direct Store - 124 Total capital expenditures $ 287 $ 1,591 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 for each country that exceeded 10% of consolidated net revenue for the three months ended March 31, 2021 and 2020 (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION 2021 2020 United States of America $ 25,047 $ 19,385 Japan 25,234 20,867 China 26,120 14,975 Italy 17,730 86 France 14,447 94 Rest of World 16,940 8,286 Net revenue $ 125,518 $ 63,693 As of March 31, 2021 and December 31, 2020, the net carrying value of property and equipment located outside of the United States amounted to approximately $ 22.1 23.6 |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Segments | Segments The Company’s chief operating decision maker (the “CODM”), who is the Company’s Chief Executive Officer, allocates resources and assesses performance based on financial information of the Company. The CODM reviews financial information presented for each reportable segment for purposes of making operating decisions and assessing financial performance. The Company’s CODM assesses performance and allocates resources based on the financial information of two operating segments, the Direct / Social Selling segment and the Direct Store segment. These two |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements, which include the accounts of the Company and its wholly-owned subsidiaries, are prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”). All intercompany balances and transactions have been eliminated. The accompanying unaudited condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by U.S. GAAP for complete financial statements have been condensed or omitted in accordance with such rules and regulations. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the unaudited condensed consolidated financial statements have been included. These unaudited condensed consolidated financial statements for the three months ended March 31, 2021 and 2020 should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2020, included in the Company’s 2020 Annual Report on Form 10-K filed with the SEC on March 18, 2021 (the “2020 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2020 have been derived from the Company’s audited financial statements. The Company’s financial condition as of March 31, 2021 and its operating results for the three months ended March 31, 2021 are not necessarily indicative of the financial condition and results of operations that may be expected for any future interim period or for the year ending December 31, 2021. |
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 other equity instruments; the number of shares of restricted stock that will ultimately vest based on the future achievement of performance criteria; estimated useful lives for identifiable intangible assets and property and equipment; allowances for sales returns, chargebacks and inventory obsolescence; deferred income taxes and the related valuation allowances; and the evaluation and measurement of contingencies. Additionally, the full impact of COVID-19 is unknown and cannot be reasonably estimated. However, the Company has made appropriate accounting estimates based on the facts and circumstances available as of the reporting date. To the extent there are material differences between the Company’s estimates and the actual results, the Company’s future consolidated results of operation will be affected. NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The following accounting standard was adopted during the three months ended March 31, 2021: In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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). No recently issued accounting pronouncements are currently expected to have a material impact on the Company’s consolidated financial statements. |
BUSINESS COMBINATIONS AND DIS_2
BUSINESS COMBINATIONS AND DISPOSITIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Unaudited Pro Forma Disclosures | The following table summarizes on an unaudited pro forma basis, the Company’s results of operations for the three months ended March 31, 2020 (in thousands, except per share amounts): Schedule of Unaudited Pro Forma Disclosures 2021 Net revenue $ 115,363 Net loss $ (12,664 ) Net loss per share- basic and diluted $ (0.12 ) Weighted average number of shares of common stock outstanding- basic and diluted 105,075 |
Schedule of Business Combination Liabilities | As of March 31, 2021 and December 31, 2020, business combination liabilities are as follows (in thousands): Schedule of Business Combination Liabilities 2021 2020 Liabilities to former owners of Ariix: Derivative liability payable in cash or shares $ 99,159 (1) $ 90,874 Short-term debt payable in cash - 10,000 Clarification Letter obligation 1,664 (2) - Business combination liabilities assumed from Ariix: Fair value of deferred consideration payable: LIMU 3,574 (3) 3,656 Zennoa 2,086 (4) 2,196 Short-term debt for Zennoa, due May 2021 350 850 Total 106,833 107,576 Less current portion 3,154 11,750 Long-term portion $ 103,679 $ 95,826 (1) Pursuant to the Amended Ariix Merger Agreement, the Company is required to seek approval from its shareholders to issue up to an aggregate of 39.6 90.9 87.8 3.1 87.8 99.2 11.3 34.6 34.6 99.2 90.9 Recurring Fair Value Measurements NewAge, Inc. Notes to Unaudited Condensed Consolidated Financial Statements (2) Represents the remaining obligation to transfer funds from a cash account in China pursuant to the Clarification Letter discussed above. (3) 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 0.1 4.0 3.6 4.5 (4) On November 27, 2019, Ariix completed a business combination with Zennoa, LLC (“Zennoa”) that provided for fixed cash payments of $ 2.25 2.5 4.75 2.1 3.9 |
Schedule of Future Maturities of Business Combination Obligations | As of March 31, 2021, the estimated future cash and derivative settlements for business combination obligations were as follows (in thousands): Schedule of Future Maturities of Business Combination Obligations Type of Obligation Short-term Deferred Derivative Clarification Year Ending December 31, Debt Consideration Liability Letter Total Remainder of 2021 $ 350 $ 855 $ - $ 1,664 $ 2,869 2022 - 1,140 99,159 - 100,299 2023 - 1,140 - - 1,140 2024 - 1,035 - - 1,035 2025 - 480 - - 480 Thereafter - 1,750 - - 1,750 Total $ 350 $ 6,400 $ 99,159 $ 1,664 $ 107,573 |
OTHER FINANCIAL INFORMATION (Ta
OTHER FINANCIAL INFORMATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
SCHEDULE OF INVENTORIES | As of March 31, 2021 and December 31, 2020, inventories consisted of the following (in thousands): SCHEDULE OF INVENTORIES 2021 2020 Raw materials $ 12,386 $ 12,628 Work-in-process 1,170 1,225 Finished goods, net 29,388 34,198 Total inventories $ 42,944 $ 48,051 |
SCHEDULE OF OTHER ACCRUED LIABILITIES | As of March 31, 2021 and December 31, 2020, other accrued liabilities consisted of the following (in thousands): SCHEDULE OF OTHER ACCRUED LIABILITIES 2021 2020 Accrued commissions $ 24,222 $ 23,594 Accrued compensation and benefits 7,528 9,443 Accrued marketing events 8,452 8,212 Deferred revenue 4,646 6,278 Provision for sales returns 1,368 1,322 Income taxes payable 4,339 3,461 Current portion of operating lease liabilities 6,483 6,948 Current portion of deferred lease financing obligation 665 659 Other accrued liabilities 9,678 10,090 Total accrued liabilities $ 67,381 $ 70,007 |
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE | For the three months ended March 31, 2021 and 2020, depreciation expense related to property and equipment and amortization expense related to identifiable intangible assets, including amounts charged to cost of goods sold, are as follows (in thousands): SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE 2021 2020 Depreciation $ 1,039 $ 982 Amortization 3,735 897 Total $ 4,774 $ 1,879 |
SCHEDULE OF LOSS FROM CHANGES IN FAIR VALUE OF DERIVATIVES | For the three months ended March 31, 2021 and 2020, the loss from changes in fair value of derivatives is comprised of the following (in thousands): SCHEDULE OF LOSS FROM CHANGES IN FAIR VALUE OF DERIVATIVES Description of Derivative 2021 2020 Ariix business combination consideration $ (11,340 ) (1) $ - Warrants issued in private placement 1,727 (2) - Interest rate swap - (326 ) Loss on change in fair value of derivatives, net $ (9,613 ) $ (326 ) (1) For further discussion of the Ariix derivative liability, please refer to Note 3 under the caption Business Combination Liabilities (2) For further discussion of the derivative liability for warrants, please refer to Note 7 under the caption Private Placement of Units. |
SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS | For the three months ended March 31, 2021 and 2020, activity affecting the accrued liability for severance benefits is summarized as follows (in thousands): SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS 2021 2020 Accrued severance, beginning of period $ 191 $ - Severance expense incurred 1,372 - Cash payments (230 ) - Accrued severance, end of period $ 1,333 $ - |
LEASES (Tables)
LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS | As of March 31, 2021, future payments under operating lease agreements are as follows (in thousands): SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS Years Ending December 31, Remainder of 2021 $ 6,843 2022 6,765 2023 5,875 2024 5,486 2025 5,363 Thereafter 23,273 Total operating lease payments 53,605 Less imputed interest (15,249 ) (1) Present value of operating lease payments $ 38,356 (1) Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
SUMMARY OF DEBT | As of March 31, 2021 and December 31, 2020, the Company’s debt consisted of the following (dollars in thousands): SUMMARY OF DEBT 2021 2020 Senior Notes, net of discount of $ 6,747 7,900 $ 23,685 $ 24,532 PPP Loan payable, interest at 1.0 unsecured due April 2022 6,868 6,868 PPP Loan payable, interest at 1.0 unsecured due May 2022 2,788 2,781 Installment notes payable 16 16 Total 33,357 34,197 Less current maturities 23,015 18,016 Long-term debt, less current maturities $ 10,342 $ 16,181 |
SUMMARY FUTURE DEBT MATURITIES | As of March 31, 2021, future maturities of long-term debt, exclusive of discount accretion, are based on the assumption that the holders of the Senior Notes exercise their rights to demand the maximum principal payments permitted in each month, as follows (in thousands): SUMMARY FUTURE DEBT MATURITIES Years Ending December 31, Remainder of 2021 $ 17,003 2022 23,101 Total $ 40,104 |
STOCKHOLDERS_ EQUITY (Tables)
STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS | SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS Common Description Warrants Stock Total Fair value on issuance date $ 14,128 (1) $ 46,105 (2) $ 60,233 Adjustment to reduce Common Stock to residual fair value - (6,455 ) (3) (6,455 ) Total $ 14,128 (1) $ 39,650 (3) $ 53,778 (4) (1) Fair value was determined on the issuance date using the Black-Scholes-Merton (“BSM”) option-pricing model. Key valuation inputs as of the issuance date included the closing price of $ 3.15 5.00 117 3.0 1.93 (2) Represents fair value of 14.6 3.15 (3) Adjustment required to record shares of Common Stock at residual fair value since the total fair value of the warrants and shares of Common Stock exceeded the net proceeds received in the private placement. (4) Represents the net proceeds received in the private placement. |
SCHEDULE OF ELIMINATION OF REDEMPTION CONTINGENCY | SCHEDULE OF ELIMINATION OF REDEMPTION CONTINGENCY Number of Carrying Description Shares Value Balance, December 31, 2020 800 $ 2,101 Amendment Fee 400 1,060 Total reclassified to permanent equity 1,200 $ 3,161 |
SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT | SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT Number Gross Proceeds Offering Costs Net Three Months Ended March 31: Of Shares Per Share Amount Commissions Other Proceeds 2021 - $ - $ - $ $ $ - 2020 4,939 $ 1.73 $ 8,545 $ (257 ) $ (2 ) $ 8,286 |
STOCK OPTIONS AND WARRANTS (Tab
STOCK OPTIONS AND WARRANTS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTION ACTIVITY | The following table sets forth stock option activity under the Company’s stock option plans for the three months ended March 31, 2021 (shares in thousands): SCHEDULE OF STOCK OPTION ACTIVITY Shares Price (1) Term (2) Outstanding, beginning of period 3,856 $ 2.72 8.2 Grants 380 2.96 Forfeited (62 ) 3.44 Exercised (265 ) (3) 1.83 Outstanding, end of period 3,909 (4) 2.80 8.2 Vested, end of period 1,669 (4) 2.70 7.0 (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 weighted average intrinsic value per share of Common Stock issued upon exercise of stock options amounted to $ 1.83 0.5 (4) As of March 31, 2021, based on the closing price of the Company’s Common Stock of $2.86 per share, the intrinsic value amounted to $ 1.7 1.0 |
SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS | For the three months ended March 31, 2021, the valuation assumptions for newly-granted stock options and modifications under the Company’s stock option plans were estimated on the respective date of grant or modification using the BSM option-pricing model with the following weighted-average assumptions: SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS Grants Modifications Closing price of Common Stock on measurement date $ 2.96 $ 2.84 Exercise price $ 2.96 $ 3.21 Expected life (in years) 4.6 7.6 Volatility 103 % 111 % Dividend yield 0 % 0 % Risk-free interest rate 0.5 % 0.1 % |
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY | The following table sets forth share activity related to grants of restricted stock under the Company’s stock option plans for the three months ended March 31, 2021 (in thousands): SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY Type of Awards Equity Liability (1) Unvested shares, December 31, 2020 2,039 18 Unvested awards granted to: Executive officer 2,275 (2) - Board members 187 (3) - Employees and Brand Partners 218 (4) - Forfeitures and other (61 ) (1 ) Vested shares (625 ) - Unvested shares, March 31, 2021 4,033 17 Intrinsic value, March 31, 2021 $ 11,536 (5) $ 49 (5) (1) Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company’s condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company’s Common Stock at the end of each reporting period until the awards vest. (2) On March 10, 2021, the Board of Directors approved restricted stock grants to the Company’s Chief Executive Officer for (i) 175,000 shares that vest for one-third of the shares on each of the first, second and third anniversaries of the grant 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 adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) margins ranging from 4.0% to 12.0% over the three-year period ending December 31, 2023. Adjusted EBITDA margin is a non-GAAP measure computed by dividing Adjusted EBITDA, as defined by the Board of Directors, by net revenue. The fair value of the Company’s Common Stock was $2.79 per share on the grant date, resulting in total compensation expense of $0.5 million that is being recognized over the 3-year service period for the award described in (i) above, and up to an aggregate of $5.9 million if the maximum performance targets are achieved for both awards described in (ii) and (iii) above whereby an aggregate of 2.1 million shares would vest. If the Company does not achieve the minimum targets set by the Board of Directors for merger synergies and Adjusted EBITDA margin, none of the 2.1 million shares will vest. For the three months ended March 31, 2021, approximately $ 0.1 million of compensation expense was recognized for the awards described in (ii) and (iii) above, which was calculated assuming that an aggregate of 0.7 million shares will ultimately vest and that the performance criteria will not be achieved for an aggregate of 1.4 million shares that are included in the table. This compensation calculation was based on management’s estimate of the most likely outcome for the performance conditions, and considering the portion of the service period that had been rendered through March 31, 2021. Compensation expense will be recomputed at the end of each reporting period with the future impact of changes in management’s estimates reflected prospectively. (3) Represents grants to members of the Board of Directors in January 2021, whereby the shares of Common Stock will vest one year after the grant date. The fair value of the Company’s Common Stock was $ 3.21 0.6 (4) Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company’s Common Stock on the respective grant dates. (5) The intrinsic value is based on the closing price of the Company’s Common Stock of $ 2.86 |
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE | SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE Expense Recognized for Unrecognized Expense Three Months Ended March 31: as of March 31: 2021 2020 2021 2020 Plan-based stock option awards $ 850 $ 625 $ 4,411 (1) $ 4,515 Plan-based restricted stock awards: Equity-classified 1,100 726 6,309 (2) 4,760 Liability-classified 12 6 36 44 Total $ 1,962 $ 1,357 $ 10,756 $ 9,319 (1) Includes $ 0.2 100,000 3.06 25.0 (2) Pursuant to the March 2021 grant of performance-based restricted stock to the Company’s Chief Executive Officer, amount includes $ 1.9 0.7 Restricted Stock Activity Accordingly, unrecognized compensation of $3.9 million related to an additional 1.4 million shares is excluded from the table based on management’s estimate that both performance conditions will be achieved at the target level. Accordingly, an additional $3.9 million of additional stock-based compensation expense could be recognized if the maximum performance targets are achieved over the remaining performance period through December 2023. |
SCHEDULE OF WARRANTS | The following table sets forth changes in outstanding warrants for the three months ended March 31, 2021 (shares in thousands): SCHEDULE OF WARRANTS Shares Price (1) Term (2) Outstanding, beginning of period 1,803 $ 4.77 5.1 Issuance in private placement of Units 7,318 (3) 5.00 Outstanding, end of period 9,121 (4) 4.95 3.3 (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term in years until the warrants expire. (3) As discussed in Note 7, the Company completed a private placement of equity securities in February 2021 that included warrants to purchase an aggregate of 7.3 5.00 (4) All warrants are vested and exercisable as of March 31, 2021. |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
SCHEDULE OF LOSS PER SHARE | SCHEDULE OF LOSS PER SHARE 2021 2020 Equity Incentive Plan awards: Stock options 3,909 3,883 Unvested restricted stock awards 4,033 2,499 Common stock purchase warrants 9,121 311 Total 17,063 6,693 |
FINANCIAL INSTRUMENTS AND SIG_2
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, All Other Investments [Abstract] | |
SCHEDULE OF FAIR VALUE OF LIABILITIES | Recurring measurements of the fair value of liabilities as of March 31, 2021 and December 31, 2020 were as follows (in thousands): SCHEDULE OF FAIR VALUE OF LIABILITIES 2021 2020 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Derivative Liabilities: Ariix business combination $ - $ - $ 99,159 (1) $ 99,159 $ - $ - $ 90,874 (1) $ 90,874 Warrants - - 12,402 (2) 12,402 - - - - Deferred consideration payable: LIMU - 3,574 (3) - 3,574 - 3,656 (3) - 3,656 Zennoa - 2,086 (3) - 2,086 - 2,196 (3) - 2,196 Total $ - $ 5,660 $ 111,561 $ 117,221 $ - $ 5,852 $ 90,874 $ 96,726 (1) Please refer to Note 3 under the caption Business Combination Liabilities 77 0.1 16.5 (2) Please refer to Note 7 under the caption Private Placement of Units 2.86 5.00 118 2.9 1.69 (3) The fair value of deferred consideration related to the LIMU and Zennoa business combination obligations set forth in Note 3 are classified as Level 2. The estimated fair value of these liabilities was determined in November 2020 such that the carrying values and fair values were similar as of March 31, 2021 and December 31, 2020. |
SEGMENTS AND GEOGRAPHIC CONCE_2
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
SUMMARY OF SEGMENT REPORTING | Net revenue by reporting segment for the three months ended March 31, 2021 and 2020, was as follows (in thousands): SUMMARY OF SEGMENT REPORTING Segment 2021 2020 Direct / Social Selling $ 114,462 $ 50,110 Direct Store 11,056 13,583 Net revenue $ 125,518 $ 63,693 Gross profit by reporting segment for the three months ended March 31, 2021 and 2020, was as follows (in thousands): Segment 2021 2020 Direct / Social Selling $ 84,904 $ 39,606 Direct Store 2,497 1,918 Total gross profit $ 87,401 $ 41,524 Assets by reporting segment as of March 31, 2021 and December 31, 2020, were as follows (in thousands): Segment 2021 2020 Direct / Social Selling $ 386,567 $ 396,174 Direct Store 78,940 47,008 Total assets $ 465,507 $ 443,182 Depreciation and amortization expense by reporting segment, including amounts charged to cost of goods sold for the three months ended March 31, 2021 and 2020, was as follows (in thousands): Segment 2021 2020 Direct / Social Selling $ 4,675 $ 1,719 Direct Store 99 160 Total depreciation and amortization $ 4,774 $ 1,879 Cash payments for capital expenditures for property and equipment and identifiable intangible assets by reporting segment for the three months ended March 31, 2021 and 2020, were as follows (in thousands): Segment 2021 2020 Direct / Social Selling $ 287 $ 1,467 Direct Store - 124 Total capital expenditures $ 287 $ 1,591 |
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 for each country that exceeded 10% of consolidated net revenue for the three months ended March 31, 2021 and 2020 (in thousands): SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION 2021 2020 United States of America $ 25,047 $ 19,385 Japan 25,234 20,867 China 26,120 14,975 Italy 17,730 86 France 14,447 94 Rest of World 16,940 8,286 Net revenue $ 125,518 $ 63,693 |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) | 3 Months Ended |
Mar. 31, 2021Segments | |
Accounting Policies [Abstract] | |
Number of segments | 2 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($) $ in Thousands | Feb. 28, 2021 | Feb. 19, 2021 | Feb. 16, 2021 | Nov. 16, 2020 | May 31, 2022 | Mar. 31, 2021 | Mar. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cash and cash equivalents | $ 90,552 | $ 27,537 | $ 43,711 | ||||||||
Working capital | 47,200 | ||||||||||
Accumulated deficit | 169,600 | ||||||||||
Payments to acquire businesses, gross | $ (10,000) | ||||||||||
Stock issued during the period | 14,636,000 | ||||||||||
Net proceeds from private placement | |||||||||||
Senior Secured Notes [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Debt instrument interest rate | 8.00% | ||||||||||
Forecast [Member] | Paycheck Protection Program Loan [Member] | Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Principal and accrued interest payments | $ 9,800 | ||||||||||
Common Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Business combination, shares | (19,704,000) | ||||||||||
Stock issued during the period | 14,636,000 | ||||||||||
Securities Purchase Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during the period | 14,600,000 | ||||||||||
Warrants to purchase of shares of common stock | 7,300,000 | ||||||||||
Net proceeds from private placement | $ 53,800 | ||||||||||
Securities Purchase Agreement [Member] | Senior Secured Notes [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Debt instrument interest rate | 8.00% | ||||||||||
Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Warrants to purchase of shares of common stock | 7,300,000 | ||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during the period | 14,600,000 | ||||||||||
Securities Purchase Agreement [Member] | Common Stock [Member] | Private Placement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Stock issued during the period | 14,600,000 | ||||||||||
Net proceeds from private placement | $ 53,800 | ||||||||||
Ariix LLC [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Business combination, shares | (39,600,000) | ||||||||||
Payments to acquire businesses, gross | $ (163,300) | ||||||||||
Ariix LLC [Member] | Forecast [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Operating Lease, Payments | $ 9,400 | ||||||||||
Ariix LLC [Member] | Forecast [Member] | Senior Secured Notes [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Debt instrument interest rate | 8.00% | ||||||||||
Ariix LLC [Member] | Forecast [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Operating Lease, Payments | $ 24,500 |
Schedule of Unaudited Pro Forma
Schedule of Unaudited Pro Forma Disclosures (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Business Combination and Asset Acquisition [Abstract] | |
Net revenue | $ 115,363 |
Net loss | $ (12,664) |
Net loss per share- basic and diluted | $ / shares | $ (0.12) |
Weighted average number of shares of common stock outstanding- basic and diluted | shares | 105,075 |
Schedule of Business Combinatio
Schedule of Business Combination Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Nov. 27, 2019 | May 31, 2019 | |
Business Acquisition [Line Items] | |||||
Derivative liability payable in cash or shares | $ 99,159 | [1] | $ 90,874 | ||
Short-term debt payable in cash | 10,000 | ||||
Clarification Letter obligation | 1,664 | [2] | |||
Fair value of deferred consideration payable | $ 3,600 | ||||
Short-term debt for Zennoa, due May 2021 | 350 | 850 | |||
Total | 106,833 | 107,576 | |||
Less current portion | 3,154 | 11,750 | |||
Long-term portion | 103,679 | 95,826 | |||
LIMU Company LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of deferred consideration payable | 3,574 | [3] | 3,656 | $ 4,000 | |
Zennoa LLC [Member] | |||||
Business Acquisition [Line Items] | |||||
Fair value of deferred consideration payable | $ 2,086 | [4] | $ 2,196 | $ 2,100 | |
[1] | Pursuant to the Amended Ariix Merger Agreement, the Company is required to seek approval from its shareholders to issue up to an aggregate of 39.6 90.9 87.8 3.1 87.8 99.2 11.3 34.6 34.6 99.2 90.9 Recurring Fair Value Measurements | ||||
[2] | Represents the remaining obligation to transfer funds from a cash account in China pursuant to the Clarification Letter discussed above. | ||||
[3] | 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 0.1 4.0 3.6 4.5 | ||||
[4] | On November 27, 2019, Ariix completed a business combination with Zennoa, LLC (“Zennoa”) that provided for fixed cash payments of $ 2.25 2.5 4.75 2.1 3.9 |
Schedule of Business Combinat_2
Schedule of Business Combination Liabilities (Details) (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Nov. 16, 2020 | Nov. 27, 2019 | May 31, 2019 | Jan. 29, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 28, 2021 | |
Business Acquisition [Line Items] | |||||||||
Stock issued during the period | 14,636 | ||||||||
Loss from change in fair value of derivatives, net | $ 9,613 | $ 326 | |||||||
Payments to acquire businesses, gross | 10,000 | ||||||||
Fair value of deferred consideration payable | $ 3,600 | ||||||||
Discount rate | 4.50% | ||||||||
Business consideration, amount | 11,340 | [1] | |||||||
Ariix LLC [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Derivative liability to issue shares or cash | $ 87,800 | 90,900 | |||||||
Payments to acquire businesses, gross | $ 163,300 | ||||||||
Fair value of deferred consideration payable | $ 100 | ||||||||
Business consideration, amount | 155,100 | ||||||||
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 | $ 4,000 | 3,574 | [2] | $ 3,656 | |||||
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 | $ 2,100 | 2,086 | [3] | 2,196 | |||||
Discount rate | 3.90% | ||||||||
Business consideration, amount | $ 4,750 | ||||||||
Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Loss from change in fair value of derivatives, net | 14,100 | ||||||||
Amended Ariix Merger Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Payments to acquire businesses, gross | $ 10,000 | $ 10,000 | $ 163,300 | ||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Stock issued during the period | 39,600 | ||||||||
Fail to approve the issuance of the aggregate | 34,600 | 39,600 | |||||||
Payments to acquire businesses, gross | $ 163,300 | ||||||||
Ariix Merger Agreement [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Derivative Liability, Fair Value, Gross Liability | 87,800 | 99,200 | $ 90,900 | $ 3,100 | |||||
Restricted Cash | $ 3,100 | ||||||||
Loss from change in fair value of derivatives, net | $ 11,300 | ||||||||
[1] | For further discussion of the Ariix derivative liability, please refer to Note 3 under the caption Business Combination Liabilities | ||||||||
[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 0.1 4.0 3.6 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 4.75 2.1 3.9 |
Schedule of Future Maturities o
Schedule of Future Maturities of Business Combination Obligations (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Remainder of 2021 | $ 2,869 |
2022 | 100,299 |
2023 | 1,140 |
2024 | 1,035 |
2025 | 480 |
Thereafter | 1,750 |
Total | 107,573 |
Deferred Consideration [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Remainder of 2021 | 855 |
2022 | 1,140 |
2023 | 1,140 |
2024 | 1,035 |
2025 | 480 |
Thereafter | 1,750 |
Total | 6,400 |
Derivative [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Remainder of 2021 | |
2022 | 99,159 |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total | 99,159 |
Clarification Letter [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Remainder of 2021 | 1,664 |
2022 | |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total | 1,664 |
Debt [Member] | |
Schedule of Capitalization, Long-term Debt [Line Items] | |
Remainder of 2021 | 350 |
2022 | |
2023 | |
2024 | |
2025 | |
Thereafter | |
Total | $ 350 |
BUSINESS COMBINATIONS AND DIS_3
BUSINESS COMBINATIONS AND DISPOSITIONS (Details Narrative) - USD ($) shares in Thousands, $ in Thousands | May 16, 2021 | Jan. 29, 2021 | Nov. 16, 2020 | Nov. 16, 2020 | Jan. 29, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Jan. 28, 2021 | Sep. 30, 2020 | |
Multiemployer Plan [Line Items] | |||||||||||
Current portion of business combination liabilities | $ 3,154 | $ 11,750 | |||||||||
Payments to Acquire Businesses, Gross | 10,000 | ||||||||||
Business Combination, Consideration Transferred | 11,340 | [1] | |||||||||
Working capital | 47,200 | ||||||||||
Operating loss | $ (3,530) | (10,380) | |||||||||
BWR and U.S. Retail Brands [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Net Revenue | 4,800 | ||||||||||
Operating loss | $ 2,700 | ||||||||||
Ariix LLC [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 25,000 | ||||||||||
Payments to Acquire Businesses, Gross | $ 163,300 | ||||||||||
In Ariix business combination, shares | 39,600 | ||||||||||
Business Combination, Consideration Transferred | $ 155,100 | ||||||||||
Fair value of Common stock issued | 54,200 | ||||||||||
Short-term cash consideration | 10,000 | ||||||||||
Derivative liability to issue shares or cash | $ 87,800 | $ 90,900 | |||||||||
Ariix LLC [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 19,700 | ||||||||||
Common Stock [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
In Ariix business combination, shares | 19,704 | ||||||||||
Ariix Merger Agreement [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Business acquisition, percentage of voting interests acquired | 100.00% | ||||||||||
Restricted cash account balance | $ 3,100 | 3,100 | |||||||||
Common stock issuable shares | 25,000 | 25,500 | |||||||||
Decrease in number of shares issuable | 600 | ||||||||||
Payments for business combination liabilities | $ 1,400 | ||||||||||
Current portion of business combination liabilities | $ 1,700 | ||||||||||
In Ariix business combination, shares | 19,700 | ||||||||||
Goodwill, Acquired During Period | $ 3,100 | ||||||||||
Derivative Liability, Fair Value, Gross Liability | $ 87,800 | $ 87,800 | $ 99,200 | 90,900 | $ 3,100 | ||||||
Ariix Merger Agreement [Member] | First Anniversary [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Stock issued during period issuable to sellers decreasing shares | 500 | ||||||||||
Amended Ariix Merger Agreement [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 19,700 | ||||||||||
Payments to Acquire Businesses, Gross | $ 10,000 | 10,000 | $ 163,300 | ||||||||
Equity issued in business combination, fair value | $ 54,200 | $ 54,200 | |||||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | $ 163,300 | ||||||||||
Fail to approve the issuance of the aggregate | 39,600 | ||||||||||
Fail to approve the issuance of the aggregate | 34,600 | 39,600 | |||||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | Designess Of Sellers Agent [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 1,700 | ||||||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | Sellers Agent [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 7,000 | ||||||||||
Amended Ariix Merger Agreement [Member] | Maximum [Member] | Common Stock [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 30,900 | ||||||||||
Amended Ariix Merger Agreement [Member] | Thrity Days After Stockholders Approval [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 11,700 | ||||||||||
Amended Ariix Merger Agreement [Member] | One Year Later Or Thrity Days After Stockholders Approval [Member] | Maximum [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 25,000 | ||||||||||
Amended Ariix Merger Agreement [Member] | Fourteen Months Later Or Thrity Days After Stockholders Approval [Member] | Maximum [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Common stock issuable shares | 2,900 | ||||||||||
Interim Ariix Merger Consideration [Member] | Forecast [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Working capital | $ 18,000 | ||||||||||
Short fall of targeted working capital | 29,000 | ||||||||||
Long term accrued business combination liabilities | 5,000 | ||||||||||
Interim Ariix Merger Consideration [Member] | Forecast [Member] | Maximum [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Payments to Acquire Businesses, Gross | 10,000 | ||||||||||
Number of shares will be issued for acquisition, value | 10,000 | ||||||||||
Business Combination, Consideration Transferred | 11,000 | ||||||||||
Amended Ariix Merger Consideration [Member] | Forecast [Member] | |||||||||||
Multiemployer Plan [Line Items] | |||||||||||
Estimated fair value of purchase consideration | $ 90,900 | ||||||||||
[1] | For further discussion of the Ariix derivative liability, please refer to Note 3 under the caption Business Combination Liabilities |
SCHEDULE OF INVENTORIES (Detail
SCHEDULE OF INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $ 12,386 | $ 12,628 |
Work-in-process | 1,170 | 1,225 |
Finished goods, net | 29,388 | 34,198 |
Total inventories | $ 42,944 | $ 48,051 |
SCHEDULE OF OTHER ACCRUED LIABI
SCHEDULE OF OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued commissions | $ 24,222 | $ 23,594 |
Accrued compensation and benefits | 7,528 | 9,443 |
Accrued marketing events | 8,452 | 8,212 |
Deferred revenue | 4,646 | 6,278 |
Provision for sales returns | 1,368 | 1,322 |
Income taxes payable | 4,339 | 3,461 |
Current portion of operating lease liabilities | 6,483 | 6,948 |
Current portion of deferred lease financing obligation | 665 | 659 |
Other accrued liabilities | 9,678 | 10,090 |
Total accrued liabilities | $ 67,381 | $ 70,007 |
SCHEDULE OF DEPRECIATION AND AM
SCHEDULE OF DEPRECIATION AND AMORTIZATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Depreciation | $ 1,039 | $ 982 |
Amortization | 3,735 | 897 |
Total | $ 4,774 | $ 1,879 |
SCHEDULE OF LOSS FROM CHANGES I
SCHEDULE OF LOSS FROM CHANGES IN FAIR VALUE OF DERIVATIVES (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Ariix business combination consideration | $ (11,340) | [1] | |
Warrants issued in private placement | 1,727 | [2] | |
Interest rate swap | (326) | ||
Gain (loss) from change in fair value of derivatives, net | $ (9,613) | $ (326) | |
[1] | For further discussion of the Ariix derivative liability, please refer to Note 3 under the caption Business Combination Liabilities | ||
[2] | For further discussion of the derivative liability for warrants, please refer to Note 7 under the caption Private Placement of Units. |
SUMMARY OF ACTIVITY AFFECTING T
SUMMARY OF ACTIVITY AFFECTING THE ACCRUED LIABILITY FOR SEVERANCE BENEFITS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accrued liability, beginning of period | $ 191 | |
Severance expense incurred | 1,372 | |
Cash payments | (230) | |
Accrued liability, ending of period | $ 1,333 |
OTHER FINANCIAL INFORMATION (De
OTHER FINANCIAL INFORMATION (Details Narrative) - USD ($) $ in Millions | Mar. 03, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Accumulated depreciation of property and equipment | $ 9.1 | $ 8.8 | |
Shares vesting date | Accordingly, unrecognized compensation of $3.9 million related to an additional 1.4 million shares is excluded from the table based on management’s estimate that both performance conditions will be achieved at the target level. Accordingly, an additional $3.9 million of additional stock-based compensation expense could be recognized if the maximum performance targets are achieved over the remaining performance period through December 2023. | ||
Gregory A. Gould [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Severance costs | $ 0.3 | ||
Unpaid portion of severance costs | 1.3 | ||
Gregory A. Gould [Member] | Selling, General and Administrative Expenses [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Severance costs | $ 1.3 | ||
Gould Agreement [Member] | Gregory Gould [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
[custom:CompensationDescription] | As part of the transition, Mr. Gould is entitled to (i) a payment made in March 2021 for his 2020 performance bonus of $250,000, (ii) a target performance bonus of $650,000 for services through July 2, 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 Company-owned automobiles and a laptop computer that will be transferred to Mr. Gould. | ||
Stock options issued | 125,000 | ||
Shares vesting date | July 2, 2021 | ||
Expiration date | 3 years |
SUMMARY OF FUTURE MINIMUM LEASE
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS (Details) $ in Thousands | Mar. 31, 2021USD ($) | |
Leases [Abstract] | ||
Remainder of 2021 | $ 6,843 | |
2022 | 6,765 | |
2023 | 5,875 | |
2024 | 5,486 | |
2025 | 5,363 | |
Thereafter | 23,273 | |
Total operating lease payments | 53,605 | |
Less imputed interest | (15,249) | [1] |
Present value of operating lease payments | $ 38,356 | |
[1] | Calculated based on the term of the respective leases using discount rates ranging from 2.0 10.0 |
SUMMARY OF FUTURE MINIMUM LEA_2
SUMMARY OF FUTURE MINIMUM LEASE PAYMENTS (Details) (Parenthetical) | Mar. 31, 2021 |
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% |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Leases [Abstract] | |||
Operating lease expired | The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between April 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 | $ 3,100 | $ 2,500 | |
Operating lease, weighted average remaining lease term | 11 years 1 month 6 days | 11 years 6 months | |
Operating lease, weighted average discount rate, percent | 5.60% | 5.50% |
SUMMARY OF DEBT (Details)
SUMMARY OF DEBT (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Short-term Debt [Line Items] | ||
Senior Notes, net of discount of $6,747 as of March 31, 2021 and $7,900 as of December 31, 2020 | $ 23,685 | $ 24,532 |
Installment notes payable | 16 | 16 |
Total | 33,357 | 34,197 |
Less current maturities | 23,015 | 18,016 |
Long-term debt, less current maturities | 10,342 | 16,181 |
Paycheck Protection Program Loan Due April 2022 [Member] | ||
Short-term Debt [Line Items] | ||
PPP Loan payable, interest at 1.0% | 6,868 | 6,868 |
Paycheck Protection Program Loan Due May 2022 [Member] | ||
Short-term Debt [Line Items] | ||
PPP Loan payable, interest at 1.0% | $ 2,788 | $ 2,781 |
SUMMARY OF DEBT (Details) (Pare
SUMMARY OF DEBT (Details) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Senior Secured Notes [Member] | ||
Short-term Debt [Line Items] | ||
Debt Instrument, Unamortized Discount | $ 6,747 | $ 7,900 |
Interest rate percentage | 8.00% | |
Paycheck Protection Program Loan Due April 2022 [Member] | ||
Short-term Debt [Line Items] | ||
Interest rate percentage | 1.00% | 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 | 100.00% | 100.00% |
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 | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2021 | $ 17,003 |
2022 | 23,101 |
Total | $ 40,104 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 16, 2021 | Nov. 30, 2020 | May 31, 2020 | Mar. 31, 2021 | Dec. 31, 2020 | Apr. 14, 2020 |
Short-term Debt [Line Items] | ||||||
Stock issued during the period | 14,636,000 | |||||
Warrants exercisable price per share | $ 5 | |||||
Senior Secured Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Interest rate percentage | 8.00% | |||||
Debt instrument, unamortized discount | $ 6,747 | $ 7,900 | ||||
Effective interest rate | 49.70% | |||||
Senior Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Debt Instrument, Payment Terms | For the months of February 2021 through April 2021, the holders of the Senior Notes are entitled to request that the Company make principal payments up to $1.0 million per month. The Company made each of these three payments on a timely basis. Beginning in May 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 July 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 stated principal balance through December 1, 2021. | |||||
Shares issued | 400,000 | |||||
Fair value of stock issued | $ 1,100 | |||||
Amendment fee | $ 1,100 | |||||
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 as of December 31, 2021. Beginning 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. | |||||
Securities Purchase Agreement [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Stock issued during the period | 14,600,000 | |||||
Number of Securities Called by Warrants | 7,300,000 | |||||
Warrants exercisable price per share | $ 5 | |||||
Securities Purchase Agreement [Member] | Class A Warrants [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Number of Securities Called by Warrants | 750,000 | |||||
Warrants exercisable price per share | $ 3.75 | |||||
Securities Purchase Agreement [Member] | Class B Warrants [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Number of Securities Called by Warrants | 750,000 | |||||
Warrants exercisable price per share | $ 5.75 | |||||
Securities Purchase Agreement [Member] | Commitment Shares [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Stock issued during the period | 800,000 | |||||
Securities Purchase Agreement [Member] | Senior Secured Notes [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Interest rate percentage | 8.00% | |||||
Aggregate principal amount | $ 32,400 | |||||
Debt instrument, unamortized discount | 8,500 | |||||
Net carrying value | $ 23,900 | |||||
Effective interest rate | 42.30% | |||||
Accelerated interest rate percentage | 12.00% | |||||
Paycheck Protection Program [Member] | ||||||
Short-term Debt [Line Items] | ||||||
Interest rate percentage | 1.00% | |||||
Aggregate principal amount | $ 6,900 | |||||
Proceeds from loan | $ 2,800 |
SUMMARY OF RELATIVE FAIR VALUE
SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS (Details) - USD ($) $ in Thousands | Feb. 16, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Relative fair value allocation of net proceeds | $ 8,288 | |||
Private Placement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Fair value on issuance date | $ 60,233 | |||
Adjustment to reduce Common Stock to residual fair value | (6,455) | |||
Relative fair value allocation of net proceeds | [1] | 53,778 | ||
Warrant [Member] | Private Placement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Fair value on issuance date | [2] | 14,128 | ||
Adjustment to reduce Common Stock to residual fair value | ||||
Relative fair value allocation of net proceeds | [2] | 14,128 | ||
Common Stock [Member] | Private Placement [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Fair value on issuance date | [3] | 46,105 | ||
Adjustment to reduce Common Stock to residual fair value | [4] | (6,455) | ||
Relative fair value allocation of net proceeds | [4] | $ 39,650 | ||
[1] | Represents the net proceeds received in the private placement. | |||
[2] | Fair value was determined on the issuance date using the Black-Scholes-Merton (“BSM”) option-pricing model. Key valuation inputs as of the issuance date included the closing price of $ 3.15 5.00 117 3.0 1.93 | |||
[3] | Represents fair value of 14.6 3.15 | |||
[4] | Adjustment required to record shares of Common Stock at residual fair value since the total fair value of the warrants and shares of Common Stock exceeded the net proceeds received in the private placement. |
SUMMARY OF RELATIVE FAIR VALU_2
SUMMARY OF RELATIVE FAIR VALUE ALLOCATION OF NET PROCEEDS (Details) (Parenthetical) | Feb. 19, 2021$ / sharesshares | Feb. 16, 2021$ / sharesshares | Mar. 31, 2021$ / sharesshares |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants exercisable price per share | $ 5 | ||
Warrants contractual term | 2 years 10 months 25 days | ||
Stock issued during the period | shares | 14,636,000 | ||
Measurement Input, Price Volatility [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants measurement input | 1.18 | ||
Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Stock issued during the period | shares | 14,636,000 | ||
Securities Purchase Agreement [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants exercisable price per share | $ 5 | ||
Weighted-average grant date fair value price | $ 1.93 | ||
Stock issued during the period | shares | 14,600,000 | ||
Securities Purchase Agreement [Member] | Measurement Input, Exercise Price [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants exercisable price per share | $ 5 | ||
Securities Purchase Agreement [Member] | Measurement Input, Price Volatility [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants measurement input | 117 | ||
Securities Purchase Agreement [Member] | Measurement Input, Expected Term [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Warrants contractual term | 3 years | ||
Securities Purchase Agreement [Member] | Common Stock [Member] | |||
Accumulated Other Comprehensive Income (Loss) [Line Items] | |||
Market price | $ 3.15 | $ 3.15 | |
Stock issued during the period | shares | 14,600,000 |
SCHEDULE OF ELIMINATION OF REDE
SCHEDULE OF ELIMINATION OF REDEMPTION CONTINGENCY (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Class of Stock [Line Items] | ||
Redeemable common stock | 800,000 | |
Redeemable Common Stock, value | $ 2,101 | |
Amendment fee | 1,060 | |
Total reclassified to permanent equity | $ 3,161 | |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Total reclassified to permanent equity, shares | 1,200,000 | |
Total reclassified to permanent equity | $ 1 | |
Redeemable Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Amendment fee, shares | 400,000 |
SUMMARY OF COMMON STOCK PURSUAN
SUMMARY OF COMMON STOCK PURSUANT TO AGREEMENT (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares issued | 14,636,000 | |
Net proceeds from offering | $ 8,288 | |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares issued | 14,636,000 | |
ATM Agreement [Member] | Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Number of shares issued | 4,939 | |
Gross proceeds, per shares | $ 1.73 | |
Gross proceeds | $ 8,545 | |
Offering costs, commissions | (257) | |
Offering costs, other | (2) | |
Net proceeds from offering | $ 8,286 |
STOCKHOLDERS_ EQUITY (Details N
STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Feb. 19, 2021 | Feb. 16, 2021 | Feb. 11, 2021 | Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 |
Class of Stock [Line Items] | ||||||
Number of shares issued | 14,636,000 | |||||
Warrants exercisable price per share | $ 5 | |||||
Proceeds from private placement | ||||||
Fair value of warrants | 9,613 | $ 326 | ||||
Noncash gain from changes in fair value of the warrant derivative liability | 1,700 | |||||
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. | |||||
Stock issued during the period, value | $ 39,650 | |||||
Commitment Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 1,200,000 | |||||
Common stock, redemption price per share | $ 3.36 | |||||
Maximum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Fair value of warrants | $ 14,100 | |||||
Minimum [Member] | ||||||
Class of Stock [Line Items] | ||||||
Fair value of warrants | 12,400 | |||||
Securities Purchase Agreement [Member] | ||||||
Class of Stock [Line Items] | ||||||
Number of shares issued | 14,600,000 | |||||
Warrants to purchase common stock | 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 | $ 53,800 | |||||
Warrants exercisable price per share | $ 5 | |||||
Warrants expiration date | Feb. 19, 2024 | |||||
Shares beneficial ownership limitation percentage | 4.99% | |||||
Shares beneficial ownership limitation percentage of purchaser | 9.99% | |||||
Proceeds from private placement | $ 53,800 | |||||
ATM Offering Agreement [Member] | Placement Shares [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock issued during the period, value | $ 100,000 | |||||
ATM Sales Agreement [Member] | Manager [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of common stock, value | $ 53,500 | |||||
ATM Sales Agreement [Member] | Maximum [Member] | Manager [Member] | ||||||
Class of Stock [Line Items] | ||||||
Sale of common stock, value | $ 5,000 |
SCHEDULE OF STOCK OPTION ACTIVI
SCHEDULE OF STOCK OPTION ACTIVITY (Details) | 3 Months Ended | |
Mar. 31, 2021$ / sharesshares | ||
Share-based Payment Arrangement [Abstract] | ||
Options outstanding, shares | shares | 3,856,000 | |
Weighted average grant date fair value outstanding, per share | $ / shares | $ 2.72 | [1] |
Weighted average remaining contractual term, beginning balance | 8 years 2 months 12 days | [2] |
Options outstanding, shares grants | shares | 380,000 | |
Weighted average grant date fair value outstanding, grants | $ / shares | $ 2.96 | [1] |
Options outstanding, shares forfeited | shares | (62,000) | |
Weighted average grant date fair value outstanding, forfeited | $ / shares | $ 3.44 | [1] |
Options outstanding, shares exercised | shares | (265,000) | [3] |
Weighted average grant date fair value outstanding, exercised | $ / shares | $ 1.83 | |
Options outstanding, shares | shares | 3,909,000 | [4] |
Weighted average grant date fair value outstanding, per share | $ / shares | $ 2.80 | [1] |
Weighted average remaining contractual term, ending balance | 8 years 2 months 12 days | [2] |
Options vestes, shares | shares | 1,669,000 | [4] |
Weighted average grant date fair value vested, per share | $ / shares | $ 2.70 | [1] |
Weighted average remaining contractual term, vested | 7 years | [2] |
[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 weighted average intrinsic value per share of Common Stock issued upon exercise of stock options amounted to $ 1.83 0.5 | |
[4] | As of March 31, 2021, based on the closing price of the Company’s Common Stock of $2.86 per share, the intrinsic value amounted to $ 1.7 1.0 |
SCHEDULE OF STOCK OPTION ACTI_2
SCHEDULE OF STOCK OPTION ACTIVITY (Details) (Parenthetical) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($)$ / shares | |
Share-based Payment Arrangement [Abstract] | |
Weighted average grant date fair value outstanding, exercised | $ / shares | $ 1.83 |
Aggregate intrinsic value of common stock issued upon exercise of stock options | $ 0.5 |
Aggregate intrinsic value of stock options outstanding | 1.7 |
Aggregate intrinsic value of vested stock options outstanding | $ 1 |
SUMMARY OF STOCK OPTIONS WEIGHT
SUMMARY OF STOCK OPTIONS WEIGHTED-AVERAGE ASSUMPTIONS (Details) - Stock Option Plans [Member] | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant or modification date closing price of Common Stock | $ 2.96 |
Exercise price | $ 2.96 |
Expected life (in years) | 4 years 7 months 6 days |
Volatility | 103.00% |
Dividend yield | 0.00% |
Risk-free interest rate | 0.50% |
Modified [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Grant or modification date closing price of Common Stock | $ 2.84 |
Exercise price | $ 3.21 |
Expected life (in years) | 7 years 7 months 6 days |
Volatility | 111.00% |
Dividend yield | 0.00% |
Risk-free interest rate | 0.10% |
SCHEDULE OF RESTRICTED STOCK AW
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($)shares | ||
Stock Option Plans Equity Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested shares, outstanding, beginning of period | 2,039,000 | |
Unvested shares, Forfeitures and other | (61,000) | |
Unvested shares, Vested shares | (625,000) | |
Unvested shares, outstanding, ending of period | 4,033,000 | |
Intrinsic value | $ | $ 11,536 | [1] |
Stock Option Plans Equity Awards [Member] | Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested shares, granted | 2,275,000 | [2] |
Stock Option Plans Equity Awards [Member] | Board Members [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested shares, granted | 187,000 | [3] |
Stock Option Plans Equity Awards [Member] | Employees and Brand Partners [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested shares, granted | 218,000 | [4] |
Stock Option Plans Liability Awards [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested shares, outstanding, beginning of period | 18,000 | [5] |
Unvested shares, Forfeitures and other | (1) | [5] |
Unvested shares, Vested shares | [5] | |
Unvested shares, outstanding, ending of period | 17,000 | [5] |
Intrinsic value | $ | $ 49 | [1],[5] |
Stock Option Plans Liability Awards [Member] | Executive Officer [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested shares, granted | [5] | |
Stock Option Plans Liability Awards [Member] | Board Members [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested shares, granted | [5] | |
Stock Option Plans Liability Awards [Member] | Employees and Brand Partners [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested shares, granted | [5] | |
[1] | The intrinsic value is based on the closing price of the Company’s Common Stock of $ 2.86 | |
[2] | On March 10, 2021, the Board of Directors approved restricted stock grants to the Company’s Chief Executive Officer for (i) | |
[3] | Represents grants to members of the Board of Directors in January 2021, whereby the shares of Common Stock will vest one year after the grant date. The fair value of the Company’s Common Stock was $ 3.21 0.6 | |
[4] | Represents restricted stock awards that generally vest over three years with fair value determined based on the closing price of the Company’s Common Stock on the respective grant dates. | |
[5] | Certain awards granted to employees in China are not permitted to be settled in shares, which requires classification as a liability in the Company’s condensed consolidated balance sheets. This liability is adjusted based on the closing price of the Company’s Common Stock at the end of each reporting period until the awards vest. |
SCHEDULE OF RESTRICTED STOCK _2
SCHEDULE OF RESTRICTED STOCK AWARD ACTIVITY (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | Mar. 10, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Mar. 31, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | Accordingly, unrecognized compensation of $3.9 million related to an additional 1.4 million shares is excluded from the table based on management’s estimate that both performance conditions will be achieved at the target level. Accordingly, an additional $3.9 million of additional stock-based compensation expense could be recognized if the maximum performance targets are achieved over the remaining performance period through December 2023. | |||
Share-based Payment Arrangement, Expense | $ 1,962 | $ 1,357 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Payment Arrangement, Expense | $ 600 | $ 100 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | the awards described in (ii) and (iii) above, which was calculated assuming that an aggregate of 0.7 million shares will ultimately vest and that the performance criteria will not be achieved for an aggregate of 1.4 million shares that are included in the table. This compensation calculation was based on management’s estimate of the most likely outcome for the performance conditions, and considering the portion of the service period that had been rendered through March 31, 2021. | |||
Fair value for granted price shares | $ 3.21 | $ 2.86 | ||
Share-based Payment Arrangement, Tranche Three [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | 175,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | (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 adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) margins ranging from 4.0% to 12.0% over the three-year period ending December 31, 2023. Adjusted EBITDA margin is a non-GAAP measure computed by dividing Adjusted EBITDA, as defined by the Board of Directors, by net revenue. The fair value of the Company’s Common Stock was $2.79 per share on the grant date, resulting in total compensation expense of $0.5 million that is being recognized over the 3-year service period for the award described in (i) above, and up to an aggregate of $5.9 million if the maximum performance targets are achieved for both awards described in (ii) and (iii) above whereby an aggregate of 2.1 million shares would vest. |
SCHEDULE OF STOCK-BASED COMPENS
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense Recognized | $ 1,962 | $ 1,357 | |
Unrecognized Expense | 10,756 | 9,319 | |
Stock Options Awards [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense Recognized | 850 | 625 | |
Unrecognized Expense | 4,411 | [1] | 4,515 |
Restricted Stock Awards [Member] | Equity Classified [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense Recognized | 1,100 | 726 | |
Unrecognized Expense | 6,309 | [2] | 4,760 |
Restricted Stock Awards [Member] | Liability Classified [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expense Recognized | 12 | 6 | |
Unrecognized Expense | $ 36 | $ 44 | |
[1] | Includes $ 0.2 100,000 3.06 25.0 | ||
[2] | Pursuant to the March 2021 grant of performance-based restricted stock to the Company’s Chief Executive Officer, amount includes $ 1.9 0.7 Restricted Stock Activity Accordingly, unrecognized compensation of $3.9 million related to an additional 1.4 million shares is excluded from the table based on management’s estimate that both performance conditions will be achieved at the target level. Accordingly, an additional $3.9 million of additional stock-based compensation expense could be recognized if the maximum performance targets are achieved over the remaining performance period through December 2023. |
SCHEDULE OF STOCK-BASED COMPE_2
SCHEDULE OF STOCK-BASED COMPENSATION EXPENSE (Details) (Parenthetical) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation | $ 10,756 | $ 9,319 |
Vested, description | Accordingly, unrecognized compensation of $3.9 million related to an additional 1.4 million shares is excluded from the table based on management’s estimate that both performance conditions will be achieved at the target level. Accordingly, an additional $3.9 million of additional stock-based compensation expense could be recognized if the maximum performance targets are achieved over the remaining performance period through December 2023. | |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation | $ 1,900 | |
Number of shares, vested | 700,000 | |
Ariix LLC [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option | $ 200 | |
Number of stock option, exercisable | 100,000,000 | |
Number of stock option, exercisable, exercise price | $ 3.06 | |
Common stock issuable shares | 25,000,000 |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) | 3 Months Ended | |
Mar. 31, 2021$ / sharesshares | ||
Share-based Payment Arrangement [Abstract] | ||
Shares Outstanding, beginning of year | shares | 1,803,000 | |
Price Outstanding, beginning of year | $ / shares | $ 4,770 | [1] |
Term Outstanding, beginning of year | 5 years 1 month 6 days | [2] |
Shares Grants | shares | 7,318 | [3] |
Price Grants | $ / shares | $ 5 | [1] |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number, Ending Balance | shares | 9,121,000 | [4] |
Share based Compensation Arrangements By Share Based Payment Award Non-Options Outstanding Weighted Average Exercise Price. | $ / shares | $ 4,950 | [1] |
Term Outstanding, end of year | 3 years 3 months 18 days | [2] |
[1] | Represents the weighted average exercise price. | |
[2] | Represents the weighted average remaining contractual term in years until the warrants expire. | |
[3] | As discussed in Note 7, the Company completed a private placement of equity securities in February 2021 that included warrants to purchase an aggregate of 7.3 5.00 | |
[4] | All warrants are vested and exercisable as of March 31, 2021. |
SCHEDULE OF WARRANTS (Details)
SCHEDULE OF WARRANTS (Details) (Parenthetical) - $ / shares | Mar. 31, 2021 | Feb. 16, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Warrants exercisable price per share | $ 5 | |
Securities Purchase Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Warrants to purchase common stock | 7,300,000 | |
Warrants exercisable price per share | $ 5 |
STOCK OPTIONS AND WARRANTS (Det
STOCK OPTIONS AND WARRANTS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Jan. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Feb. 16, 2021 | Nov. 30, 2020 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding, shares exercised | [1] | 265,000 | |||||
Stock-based compensation expense | $ 1,962 | $ 1,357 | |||||
Warrants exercisable price per share | $ 5 | ||||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 600 | $ 100 | |||||
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation, weighted-average period | 2 years 1 month 6 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 | ||||||
Liability-Classified Restricted Stock Awards [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Unrecognized stock-based compensation, weighted-average period | 9 months 18 days | ||||||
Certain Employee Severance Arrangements [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options outstanding, shares exercised | 200,000 | ||||||
Fair value of stock option | $ 500 | ||||||
Stock-based compensation expense | 300 | ||||||
Certain Employee Severance Arrangements [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Fair value of stock option | 700 | ||||||
Stock-based compensation expense | $ 200 | ||||||
Number of shares temination of employment | 200,000 | ||||||
Certain Employee Severance Arrangements [Member] | Forecast [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 200 | ||||||
Certain Employee Severance Arrangements [Member] | Forecast [Member] | Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expense | $ 500 | ||||||
Newly Granted Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average grant date fair value | $ 2.08 | ||||||
Modified Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average grant date fair value | 2.35 | ||||||
Securities Purchase Agreement [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants to purchase common stock | 7,300,000 | ||||||
Warrants exercisable price per share | $ 5 | ||||||
Securities Purchase Agreement [Member] | Class B Warrants [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Warrants to purchase common stock | 750,000 | ||||||
Warrants exercisable price per share | $ 5.75 | ||||||
Warrants exercise price increase | 5.75 | ||||||
Warrants exercise price decrease | $ 5.53 | ||||||
[1] | On the respective exercise dates, the weighted average intrinsic value per share of Common Stock issued upon exercise of stock options amounted to $ 1.83 0.5 |
INCOME TAXES (Details Narrative
INCOME TAXES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |||
Income tax expense | $ 1,150 | $ 723 | |
Effective tax rate | 7.00% | 7.00% | |
Federal statutory rate | 21.00% | 21.00% | |
Unrecognized tax benefit long term liabilities | $ 1,100 | $ 1,100 | |
Other deferred tax assets, offset | $ 4,300 | $ 4,300 |
CONTINGENCIES (Details Narrativ
CONTINGENCIES (Details Narrative) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Current liabilities for non-income tax contingencies | $ 1.1 | $ 1.1 |
Concentration Risk, Percentage | 80.00% | 68.00% |
SCHEDULE OF LOSS PER SHARE (Det
SCHEDULE OF LOSS PER SHARE (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 17,063,000 | 6,693,000 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities excluded from computation of earnings per share | 3,909,000 | 3,883,000 |
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 | 4,033,000 | 2,499,000 |
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 | 9,121,000 | 311,000 |
SCHEDULE OF FAIR VALUE OF LIABI
SCHEDULE OF FAIR VALUE OF LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deriviative Liabilities, Warrant | $ 12,402 | |||
Fair Value, Recurring [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deriviative Liabilities, Ariix business combination | 99,159 | 90,874 | ||
Deriviative Liabilities, Warrant | 12,402 | |||
Total | 117,221 | 96,726 | ||
Fair Value, Recurring [Member] | LIMU Company LLC [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deferred consideration payable | 3,574 | 3,656 | ||
Fair Value, Recurring [Member] | Zennoa LLC [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deferred consideration payable | 2,086 | 2,196 | ||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deriviative Liabilities, Ariix business combination | ||||
Deriviative Liabilities, Warrant | ||||
Total | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | LIMU Company LLC [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deferred consideration payable | ||||
Fair Value, Inputs, Level 1 [Member] | Fair Value, Recurring [Member] | Zennoa LLC [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deferred consideration payable | ||||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deriviative Liabilities, Ariix business combination | ||||
Deriviative Liabilities, Warrant | ||||
Total | 5,660 | 5,852 | ||
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | LIMU Company LLC [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deferred consideration payable | [1] | 3,574 | 3,656 | |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Recurring [Member] | Zennoa LLC [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deferred consideration payable | [1] | 2,086 | 2,196 | |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deriviative Liabilities, Ariix business combination | [2] | 99,159 | 90,874 | |
Deriviative Liabilities, Warrant | 12,402 | [3] | ||
Total | 111,561 | 90,874 | ||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | LIMU Company LLC [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deferred consideration payable | ||||
Fair Value, Inputs, Level 3 [Member] | Fair Value, Recurring [Member] | Zennoa LLC [Member] | ||||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||||
Deferred consideration payable | ||||
[1] | The fair value of deferred consideration related to the LIMU and Zennoa business combination obligations set forth in Note 3 are classified as Level 2. The estimated fair value of these liabilities was determined in November 2020 such that the carrying values and fair values were similar as of March 31, 2021 and December 31, 2020. | |||
[2] | Please refer to Note 3 under the caption Business Combination Liabilities 77 0.1 16.5 | |||
[3] | Please refer to Note 7 under the caption Private Placement of Units 2.86 5.00 118 2.9 1.69 |
SCHEDULE OF FAIR VALUE OF LIA_2
SCHEDULE OF FAIR VALUE OF LIABILITIES (Details) (Parenthetical) | Mar. 31, 2021$ / shares | Dec. 31, 2020 |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants exercisable price per share | $ 5 | |
Fair value of warrants derivative liability, term | 2 years 10 months 25 days | |
Common Stock [Member] | Warrant [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Market price | $ 2.86 | |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the derivative liability | 0.77 | 0.77 |
Fair value of warrants derivative liability | 1.18 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the derivative liability | 0.001 | 0.001 |
Measurement Input Weighted Average Cost Of Capital [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Fair value of the derivative liability | 0.165 | 0.165 |
Fair value of warrants derivative liability | 0.0169 |
FINANCIAL INSTRUMENTS AND SIG_3
FINANCIAL INSTRUMENTS AND SIGNIFICANT CONCENTRATIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Estimated fair value of senior notes | $ 28,800 | $ 28,900 | |
Note receivable with carrying value and estimated fair value | $ 2,500 | $ 2,500 | |
Concentration risk, percentage | 80.00% | 68.00% | |
Cash and cash equivalents, at carrying value | $ 90,552 | $ 27,537 | $ 43,711 |
UNITED STATES | |||
SEC Schedule, 12-29, Real Estate Companies, Investment in Mortgage Loans on Real Estate [Line Items] | |||
Cash and cash equivalents, at carrying value | 52,900 | ||
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 | ||
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 | ||
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 | 12,000 | 6,300 | |
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 | $ 6,300 | $ 7,300 | |
Juice, 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 | 34.00% | 80.00% | |
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% |
SUMMARY OF SEGMENT REPORTING (D
SUMMARY OF SEGMENT REPORTING (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net revenue | $ 125,518 | $ 63,693 | |
Total gross profit | 87,401 | 41,524 | |
Total assets | 465,507 | $ 443,182 | |
Total depreciation and amortization | 4,774 | 1,879 | |
Total capital expenditures | 287 | 1,591 | |
Direct Social Selling [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 114,462 | 50,110 | |
Total gross profit | 84,904 | 39,606 | |
Total assets | 386,567 | 396,174 | |
Total depreciation and amortization | 4,675 | 1,719 | |
Total capital expenditures | 287 | 1,467 | |
Direct Store [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenue | 11,056 | 13,583 | |
Total gross profit | 2,497 | 1,918 | |
Total assets | 78,940 | $ 47,008 | |
Total depreciation and amortization | 99 | 160 | |
Total capital expenditures | $ 124 |
SCHEDULE OF NET REVENUE BY GEOG
SCHEDULE OF NET REVENUE BY GEOGRAPHIC REGION (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 125,518 | $ 63,693 |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 25,047 | 19,385 |
JAPAN | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 25,234 | 20,867 |
CHINA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 26,120 | 14,975 |
ITALY | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 17,730 | 86 |
FRANCE | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 14,447 | 94 |
Rest of World [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | $ 16,940 | $ 8,286 |
SEGMENTS AND GEOGRAPHIC CONCE_3
SEGMENTS AND GEOGRAPHIC CONCENTRATIONS (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Revenue, percentage | 80.00% | 68.00% |
Property and equipment, net carrying value | $ 26,889 | $ 28,076 |
Non-US [Member] | ||
Segment Reporting Information [Line Items] | ||
Property and equipment, net carrying value | $ 22,100 | $ 23,600 |
Direct Social Selling [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue, percentage | 88.00% |