NewAge (NBEV) 10-Q 9 May 19 2019 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2019	May 06, 2019
Document And Entity Information
Entity Registrant Name	New Age Beverages Corp
Entity Central Index Key	0001579823
Document Type	10-Q
Document Period End Date	Mar. 31, 2019
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	true
Entity Current Reporting Status	Yes
Entity Common Stock, Shares Outstanding		75,392,742
Trading Symbol	NBEV
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2019

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
CURRENT ASSETS:
Cash	$ 109,956	$ 42,517
Accounts receivable, net of allowance for doubtful accounts	9,450	9,837
Inventories	39,618	37,148
Prepaid expenses and other	6,607	6,473
Total current assets	165,631	95,975
Identifiable intangible assets, net	66,553	67,830
Property and equipment, net of accumulated depreciation	27,159	57,281
Goodwill	31,514	31,514
Right-of-use lease assets	29,704	18,489
Deferred income taxes	20,534	8,908
Restricted cash and other	8,356	6,935
Total assets	349,451	286,932
CURRENT LIABILITIES:
Accounts payable	11,971	8,960
Accrued liabilities	45,386	34,019
Current portion of business combination liabilities	33,608	8,718
Current maturities of long-term debt	10,790	3,369
Total current liabilities	101,755	55,066
Business combination liabilities, net of current portion	19,087	43,412
Long-term debt, net of current maturities	13,716	1,325
Lease liability	25,005	13,686
Deferred lease incentive obligation	16,758	0
Deferred income taxes	7,457	9,747
Other	9,238	9,160
Total liabilities	193,016	132,396
COMMITMENTS AND CONTINGENCIES (Note 11)
STOCKHOLDERS' EQUITY:
Common Stock; $0.001 par value. Authorized 100,000 shares; issued and outstanding 75,393 and 75,067 shares as of March 31, 2019 and December 31, 2018, respectively	75	75
Additional paid-in capital	179,592	176,471
Accumulated other comprehensive loss	1,053	626
Accumulated deficit	(24,285)	(22,636)
Total stockholders' equity	156,435	154,536
Total liabilities and stockholders' equity	$ 349,451	$ 286,932

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	50,000,000	50,000,000
Common Stock, shares issued	75,393	75,067
Common Stock, shares outstanding	75,393	75,067

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Net revenue	$ 58,307	$ 11,558
Cost of Goods Sold	19,731	8,942
Gross profit	38,576	2,616
Operating expenses:
Commissions	18,038	327
Selling, general and administrative	26,842	4,256
Change in fair value of Marley earnout obligation	0	100
Depreciation and amortization expense	2,236	521
Total operating expenses	47,116	5,204
Operating loss	(8,540)	(2,588)
Non-operating income (expenses):
Gain from sale of land and building	6,442	0
Interest expense	(1,646)	(56)
Other debt financing expenses	(224)	0
Gain from change in fair value of embedded derivatives	(470)	0
Other income (expense), net	182	(7)
Loss before income taxes	(3,316)	(2,651)
Income tax benefit	1,700	0
Net loss	(1,616)	(2,651)
Foreign currency translation adjustments, net of tax	427	0
Comprehensive loss	$ (1,189)	$ (2,651)
Net loss per share attributable to common stockholders (basic and diluted)	$ (0.26)	$ (0.12)
Weighted average number of shares of Common Stock outstanding (basic and diluted)	46,448	30,617

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other Comprehensive Income [Member]	Accumulated Deficit [Member]	Total
Balance Beginning at Dec. 31, 2017	$ 0	$ 35	$ 63,204	$ 0	$ (10,501)	$ 52,738
Balance Beginning, Shares at Dec. 31, 2017	169	35,172
Issuance of common stock for conversion of Series B Preferred Stock		$ 1	(1)
Issuance of common stock for conversion of Series B Preferred Stock, shares	(169)	1,354
Issuance of common stock for grant of restricted stock awards			$ 260			$ 260
Issuance of common stock for grant of restricted stock awards, shares		123
Issuance of common stock for stock-based compensation expense, shares			157			157
Net loss					(2,651)	$ (2,651)
Ending Balance at Mar. 31, 2018	$ 0	$ 36	$ 63,620	0	(13,152)	50,504
Ending Balance, Shares at Mar. 31, 2018	0	36,649
Balance Beginning at Dec. 31, 2018	$ 0	$ 75	176,471	626	(22,636)	154,536
Balance Beginning, Shares at Dec. 31, 2018	0	75,067
Issuance of common stock for exercise of stock options			418			418
Issuance of common stock for exercise of stock options, shares		200
Issuance of common stock for grant of restricted stock awards			576			576
Issuance of common stock for grant of restricted stock awards, shares		126
Issuance of common stock for stock-based compensation expense			2,127			2,127
Net change in other comprehensive income				427		427
Net loss					(1,616)	(1,616)
Ending Balance at Mar. 31, 2019	$ 0	$ 75	$ 179,592	$ 1,053	$ (24,252)	$ 156,468
Ending Balance, Shares at Mar. 31, 2019	0	75,393

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (1,616)	$ (2,651)
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Stock-based compensation expense	3,287	377
Depreciation and amortization	2,236	521
Amortization of debt discount	1,113	0
Make-whole premium on early payment of Siena Revolver	480	0
Deferred income taxes	(13,916)	0
Gain from sale of land and building	(6,442)	0
Gain from change in fair value of embedded derivatives	(470)	0
Change in fair value of contingent consideration	0	100
Changes in operating assets and liabilities:
Accounts receivable	387	746
Inventories	(2,470)	(319)
Prepaid expenses and other current assets	122	(266)
Accounts payable, accrued expenses and other current liabilities	2,231	(1,334)
Other accrued liabilities	8,857	2,699
Deferred lease incentive obligation	17,640	0
Net cash provided by (used in) operating activities	11,439	(127)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of building	31,445	0
Repair obligations	1,675	0
Capital expenditures for property and equipment	(283)	(64)
Net cash provided by (used in) investing activities	32,837	(64)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings	31,978	0
Principal payments on borrowings	(9,686)	0
Proceeds from exercise of stock options	418	0
Debt issuance costs paid	(40)	0
Net cash provided by financing activities	22,670	0
Effect of foreign currency translation changes	566	0
NET CHANGE IN CASH	67,512	(191)
CASH AT BEGINNING OF PERIOD	42,517	285
CASH AT END OF PERIOD	109,956	94
SUMMARY OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH:
CASH AT END OF PERIOD	109,956	94
Restricted cash at end of period	3,412	0
Total at end of period	113,368	94
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	55	57
Cash paid for income taxes	1,200	0
Cash paid under right-of-use operating lease obligations	1,874	193
Siena Revolver payments from borrowings under EWB Credit Facility:
Principal payment	1,944	0
Make-whole premium	480	0
Total	2,424	0
Repayment of mortgage from proceeds from sale of land and building	2,628	0
Restricted stock granted for prepaid compensation	576	353
Debt issuance costs paid from proceeds of borrowings	210	170
Increase in payables for capital expenditures	128	0
Increase in payables for debt discount and issuance costs	654	0
Right-of-use lease assets acquired in exchange for operating lease obligations	$ 11,411	$ 214

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Nature of Operations and Basis of Presentation	Nature of Operations and Segments New Age Beverages Corporation (the “Company”) was formed under the laws of the State of Washington on April 26, 2010. On December 21, 2018, the Company completed a business combination with Morinda Holdings, Inc., a Utah corporation (“Morinda”), whereby Morinda became a wholly-owned subsidiary of the Company. For further information about the Morinda business combination, please refer to Note 3. 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 reporting segment for purposes of making operating decisions and assessing financial performance. As a result of the business combination with Morinda, the Company changed its operating segments to consist of the Morinda segment and the New Age segment beginning in December 2018. After the Morinda business combination, the Company’s CODM began assessing performance and allocating resources based on the financial information of these two reporting segments. The New Age segment was previously comprised of the Brands segment and the DSD segment which are now combined as a single segment as they are operating with a single management team. Accordingly, the Company’s previous segment disclosures have been restated for the three months ended March 31, 2018. The Morinda segment is engaged in the development, manufacturing, and marketing of Tahitian Noni® Juice, MAX and other noni beverages as well as other nutritional, cosmetic and personal care products. The majority of Morinda’s products have a component of the Noni plant, Morinda Citrifolia (“Noni”) as a common element. The Morinda products are sold and distributed in more than 60 countries throughout the world using independent product distributors through a direct to consumer selling network. The New Age segment manufactures, markets and sells a portfolio of healthy beverage brands including XingTea, Marley, Aspen Pure®, Búcha® Live Kombucha, and Coco-Libre. The portfolio is distributed through the Company’s own Direct Store Distribution (“DSD”) network and a hybrid of other routes to market throughout the United States and in 15 countries around the world. The New Age brands are sold in all channels of distribution including Hypermarkets, Supermarkets, Pharmacies, Convenience, Gas and other outlets. Legal Structure and Consolidation The Company has four wholly-owned subsidiaries, NABC, Inc., NABC Properties, LLC (“NABC Properties”), New Age Health Sciences Holdings, Inc., and Morinda. NABC, Inc. is a Colorado-based operating company that consolidates performance and financial results of the Company’s subsidiaries and divisions. NABC Properties manages leasing and ownership issues for the Company’s buildings and warehouses (except for those owned or leased by Morinda), and New Age Health Sciences owns the Company’s intellectual property, and manages operating performance in the medical and hospital channels. 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 (“GAAP”). All significant 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 (the “SEC”) regarding interim financial reporting. Accordingly, certain information and footnote disclosures required by 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, 2019 should be read in conjunction with the Company's audited consolidated financial statements for the fiscal year ended December 31, 2018, included in the Company’s 2018 Annual Report on Form 10-K as filed with the SEC on April 1, 2019 (the “2018 Form 10-K”). The accompanying condensed consolidated balance sheet and related disclosures as of December 31, 2018 have been derived from the Company’s audited financial statements. The Company’s financial condition as of March 31, 2019, and operating results for the three months ended March 31, 2019 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, 2019. Emerging Growth Company The accompanying audited condensed consolidated financial statements and related footnotes have been prepared in accordance with applicable rules and regulations of the Securities and Exchange Commission (“SEC”). Reclassifications Certain amounts in the 2018 financial statements have been reclassified to conform to the current period financial statement presentation. These reclassifications had no effect on the previously reported net loss, working capital, cash flows and stockholders’ equity.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Mar. 31, 2019
Accounting Policies [Abstract]
Significant Accounting Policies	Use of Estimates The preparation of financial statements and related disclosures in conformity with GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, estimated useful lives for identifiable intangible assets and property and equipment, impairment of goodwill and long-lived assets, valuation assumptions for stock options, warrants and equity instruments issued for goods or services, the allowance for doubtful accounts receivable, inventory obsolescence, the allowance for sales returns and chargebacks, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. 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. Risks and Uncertainties Inherent in the Company’s business are various risks and uncertainties, including its limited operating history in a rapidly changing industry. These risks include the Company’s ability to manage its rapid growth and its ability to attract new customers and expand sales to existing customers, risks related to litigation, as well as other risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in its capital stock may not be recoverable. The Company’s success depends upon the acceptance of its expertise in creating products and brands which consumers like and want to buy, development of sales and distribution channels, and its ability to generate significant net revenue and cash flows from the use of this expertise. Recent Accounting Pronouncements Standards Required to be Adopted in Future Years. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments – Credit Losses. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.

Morinda Business Combination

Morinda Business Combination	3 Months Ended
	Mar. 31, 2019
Business Combinations [Abstract]
Morinda Business Combination	On December 2, 2018, the Company entered into a Plan of Merger (the “Merger Agreement”) with Morinda and New Age Health Sciences Holdings, Inc., a newly formed Utah corporation and wholly-owned subsidiary of the Company (“Merger Sub”). On December 21, 2018 (the “Closing Date”), the transactions contemplated by the Merger Agreement were completed. Merger Sub was merged with and into Morinda and Morinda became a wholly-owned subsidiary of the Company. This transaction is referred to herein as the “Merger”. Pursuant to the Merger Agreement, Morinda’s equity holders received (i) $75.0 million in cash; (ii) 2,016,480 shares of the Company’s Common Stock with an estimated fair value on the closing Date of approximately $11.0 million, (iii) 43,804 shares of Series D Preferred Stock (the “Preferred Stock”) providing for the potential payment of up to $15.0 million contingent upon Morinda achieving certain post-closing milestones, as discussed below. Pursuant to the Certificate of Designations of Series D Preferred Stock (the “CoD”), the holders of the Preferred Stock are entitled to receive a dividend of up to an aggregate of $15.0 million (the “Milestone Dividend”) if the Adjusted EBITDA (as defined in the CoD) of Morinda is at least $20.0 million for the year ending December 31, 2019. The Milestone Dividend is payable on April 15, 2020. If the Adjusted EBITDA of Morinda is less than $20.0 million, the Milestone Dividend shall be reduced by applying a five-times multiple to the difference between the Adjusted EBITDA target of $20.0 million and actual Adjusted EBITDA for the year ending December 31, 2019. Accordingly, no Milestone Dividend is payable if actual Adjusted EBITDA is $17.0 million or lower. As of March 31, 2019 and December 31, 2018, the estimated fair value of the Milestone Dividend earnout was approximately $13.1 million and is included in long-term business combination liabilities in the accompanying unaudited condensed consolidated balance sheets. The Series D Preferred Stock provides for quarterly dividends to the holders of the Preferred Stock at a rate of 1.5% per annum of the Milestone Dividend amount, payable on a pro rata basis. The Company may pay the Milestone Dividend and /or the annual dividend in cash or in kind, provided that if the Company chooses to pay in kind, the shares of Common Stock issued as payment therefore must be registered under the Securities Act of 1933, as amended (the “Securities Act”). The Preferred Stock shall terminate on April 15, 2020. These quarterly dividends will be reflected as an adjustment to the fair value of the Milestone Dividend earnout liability as the quarterly dividends are settled in future periods. Prior to the Merger, Morinda was an S corporation for U.S. federal and state income tax purposes. Accordingly, Morinda’s taxable earnings were reported on the individual income tax returns of the stockholders who were responsible for payment of the related income tax liabilities. In December 2018, Morinda agreed to distribute to its stockholders approximately $39.6 million of its previously-taxed S corporation earnings whereby distributions are payable (i) up to $25.0 million for which the timing and amount are subject to a future financing event, and (ii) approximately $14.6 million based on the calculation of excess working capital (“EWC”) as of the Closing Date. EWC is the amount by which Morinda’s actual working capital (as defined in the Merger Agreement) on the Closing Date exceeds $25.0 million. The Closing Date balance sheet of Morinda indicated that EWC was approximately $14.6 million as of the Closing Date. Business Combination Liabilities Presented below is a summary of the earnout obligations related to the Morinda and Marley business combinations and payables to the former Morinda stockholders as of March 31, 2019 and December 31, 2018 (in thousands): 2019 2018 Marley earnout obligation $ 900 (1) $ 900 (1) Payables to former Morinda stockholders: EWC payable in April 2019 1,000 (2)(5) 986 (2)(5) EWC payable in July 2019 7,847 (2)(5) 7,732 (2)(5) EWC payable in July 2020 5,053 (2)(5) 4,976 (2)(5) Earnout under Series D preferred stock 13,134 (3) 13,134 (3) Contingent on financing event 24,761 (4)(5) 24,402 (4)(5) Total 52,695 52,130 Less current portion 33,608 (4) 8,718 Long-term portion $ 19,087 $ 43,412 _____________ (1) The Company is obligated to make a one-time earnout payment of $1.25 million over a period of two years beginning at such time that revenue for the Marley reporting unit is equal to or greater than $15.0 million during any trailing twelve calendar month period after the closing. Revenue for the Marley brand is not expected to exceed the $15.0 million earnout threshold during 2019. The fair value of the earnout was valued using the weighted average return on assets whereby the fair value increased from $0.8 million to $0.9 million during the first quarter of 2018. The increase in the fair value of the earnout of $0.1 million was recognized as an expense in the accompanying unaudited condensed consolidated statement of operations for the three months ended March 31, 2018. (2) Pursuant to a separate agreement between the parties, EWC is payable to Morinda’s stockholders for $1.0 million in April 2019, $8.0 million in July 2019, and the remainder of $5.5 million is payable in July 2020. (3) The fair value of earnout consideration under the Series D Preferred Stock is based on the probability of achieving the Milestone Dividend, whereby the maximum Milestone Dividend is $15.0 million if the Adjusted EBITDA of Morinda is $20.0 million or more for the year ending December 31, 2019. The fair value of the earnout of $13.1 million was determined using an option pricing model and will be adjusted as additional information becomes available about the progress toward achievement of the Milestone Dividend earnout. (4) Pursuant to a separate agreement between the parties, prior to the consummation of the Merger, Morinda agreed to pay its former stockholders up to $25.0 million from the net proceeds of a sale leaseback to be completed after the Closing Date. As discussed in Note 6, the closing for this transaction occurred on March 22, 2019. Since this payment was to be made from the proceeds of a long-term financing, the net carrying value was classified in long-term liabilities in the accompanying unaudited condensed consolidated balance sheet as of December 31, 2018. Due to completion of the sale leaseback in March 2019, the obligation to pay $25.0 million is included in current liabilities in the accompanying unaudited condensed consolidated balance sheet as of March 31, 2019. (5) Interest was imputed on these obligations based on a credit and tax adjusted interest rate of 6.1% for the period from the Closing Date until the respective contractual or estimated payment dates. Accretion of discount related to these obligations amounted to an aggregate of $0.6 million for the three months ended March 31, 2019, which is included in interest expense in the accompanying unaudited condensed consolidated statement of operations and comprehensive loss. Pro Forma Disclosures The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Morinda for the three months ended March 31, 2018, as if this business combination had occurred as of January 1, 2017. The pro forma financial information set forth below reflects adjustments to the historical data of the Company to give effect to the Morinda acquisition and the related equity issuances as if each had occurred on January 1, 2017. The pro forma information presented below does not purport to represent what the actual results of operations would have been for the period indicated, nor does it purport to represent the Company’s future results of operations. The following table summarizes on an unaudited pro forma basis the Company’s results of operations for the three months ended March 31, 2018 (in thousands, except per share amounts): Net revenue $ 66,781 Net loss $ (1,645 ) Net loss per share- basic and diluted $ (0.04 ) Weighted average number of shares of common stock outstanding- basic and diluted 38,427 The calculations of pro forma net revenue and pro forma net loss give effect to the Morinda business combination for the three months ended March 31, 2018 based on (i) the historical net revenue and net income (loss), as applicable, of Morinda, (ii) incremental depreciation and amortization for Morinda based on the fair value of property, equipment and identifiable intangible assets acquired and the related estimated useful lives, and (iii) recognition of accretion of discounts on obligations with extended payment terms that were assumed in the Morinda business combination.

Other Information

Other Information	3 Months Ended
	Mar. 31, 2019
Other Information
Other Information	Inventories Inventories consist of the following as of March 31, 2019 and December 31, 2018 (in thousands): 2019 2018 Raw materials $ 14,302 $ 12,538 Work-in-process 871 907 Finished goods 24,445 23,703 Total inventories $ 39,618 $ 37,148 In connection with the Morinda business combination discussed in Note 3, the fair value of work-in-process and finished goods inventories on the Closing Date exceeded the historical carrying value by approximately $2.2 million. This amount represented an element of built-in profit on the Closing Date that is being charged to cost of goods sold as the related inventories are sold. For the three months ended March 31, 2019, a portion of the Closing Date inventories were sold which resulted in a charge to cost of goods sold of approximately $0.8 million. The remaining Closing Date built-in profit of $1.4 million is expected to be charged to cost of goods sold by the third quarter of 2019. Prepaid Expenses and Other Current Assets As of March 31, 2019 and December 31, 2018, prepaid expenses and other current assets consist of the following (in thousands): 2019 2018 Prepaid expenses and deposits $ 5,747 $ 4,982 Prepaid stock-based compensation 543 347 Supplier and other receivables 317 1,144 Total $ 6,607 $ 6,473 Property and Equipment As of March 31, 2019 and December 31, 2018, property and equipment consisted of the following (in thousands): 2019 2018 Land $ 37 $ 25,726 Buildings and improvements 16,865 19,822 Leasehold improvements 3,189 4,398 Machinery and equipment 5,311 5,208 Office furniture and equipment 2,161 2,087 Transportation equipment 1,820 1,727 Total property and equipment 29,383 58,968 Less accumulated depreciation (2,224 ) (1,687 ) Property and equipment, net $ 27,159 $ 57,281 Depreciation and amortization expense related to property and equipment amounted to $0.9 million and $0.6 million for the three months ended March 31, 2019 and 2018, respectively. Repairs and maintenance costs amounted to $0.6 million and $0.2 million for the three months ended March 31, 2019 and 2018, respectively. Restricted Cash and Other As of March 31, 2019 and December 31, 2018, restricted cash and other long-term assets consist of the following (in thousands): 2019 2018 Restricted cash $ 3,412 (1) $ 3,339 (1) Debt issuance costs, net 362 548 Prepaid stock-based compensation - 210 Deposits and other 4,582 2,838 Total $ 8,356 $ 6,935 ______________ (1) Restricted cash primarily represents long-term cash deposits held in a bank for a foreign governmental agency. This deposit is required to maintain the Company’s direct selling license to do business in China. Other Accrued Liabilities As of March 31, 2019 and December 31, 2018, other accrued liabilities consist of the following (in thousands): 2019 2018 Accrued commissions $ 7,223 $ 9,731 Accrued compensation and benefits 3,942 4,715 Accrued marketing events 5,318 (1) 3,757 (1) Deferred revenue 2,469 2,701 Income taxes payable 12,956 (2) 1,670 Current portion of right of use liabilities: Lease liability 4,783 4,798 Deferred lease incentive obligation 882 - Restricted stock obligations 570 (3) - Embedded derivative liability - 470 Other accrued liabilities 7,243 6,177 Total other accrued liabilities $ 45,386 $ 34,019 _________________ (1) Represents accruals for incentive trips associated with Morinda’s direct sales marketing program, which rewards certain IPCs with paid attendance at future conventions, meetings, and retreats. Expenses associated with incentive trips are accrued over qualification periods as they are earned. Incentive trip accruals are based on historical experience in relation to current sales trends in order to determine the related contractual obligations. (2) Includes approximately $11.9 million of income taxes payable in Japan related to the gain on sale of the land and building in Tokyo as discussed further in Note 6. (3) Represents the fair value of restricted stock awards required to be settled in cash as discussed in Note 9.

Goodwill and Identifiable Intan

Goodwill and Identifiable Intangible Assets	3 Months Ended
	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	Goodwill Goodwill consists of the following by reporting unit as of March 31, 2019 and December 31, 2018 (in thousands): Reporting Unit Morinda $ 10,284 Maverick 5,149 PMC 1,768 Marley 9,418 Xing 4,506 B&R 389 Total Goodwill $ 31,514 Identifiable Intangible Assets As of March 31, 2019 and December 31, 2018, identifiable intangible assets consist of the following (in thousands): March 31, 2019 December 31, 2018 Accumulated Net Book Accumulated Net Book Identifiable Intangible Asset Cost Amortization Value Cost Amortization Value License agreements China direct selling license $ 20,420 $ 380 $ 20,040 $ 20,420 $ 40 $ 20,380 Other 5,989 417 5,572 5,989 318 5,671 Manufacturing processes and recipes 11,610 577 11,033 11,610 380 11,230 Trade names 12,301 796 11,505 12,301 584 11,717 IPC distributor sales force 9,760 273 9,487 9,760 29 9,731 Customer relationships 6,444 1,296 5,148 6,444 1,194 5,250 Patents 4,100 501 3,599 4,100 433 3,667 Former Morinda shareholder non-compete agreements 186 17 169 186 2 184 Total identifiable intangible assets $ 70,810 $ 4,257 $ 66,553 $ 70,810 $ 2,980 $ 67,830 Amortization expense related to identifiable intangible assets was $1.3 million and $0.4 million for the three months ended March 31, 2019 and 2018, respectively. In order to more closely reflect the estimated economic life of the license agreement acquired in the June 2017 acquisition of Marley, the Company revised the estimated useful life from 42 years to 15 years during the fourth quarter of 2018. For the three months ended March 31, 2019 and 2018, total amortization expense related to this license agreement was approximately $0.1 million and $36,000, respectively. Estimated amortization expense for the Company’s identifiable intangible assets for the next five years is set forth below (in thousands): 12 months ending March 31: 2020 $ 4,778 2021 4,778 2022 4,761 2023 4,716 2024 4,716 Thereafter 42,804 Total $ 66,553 Docklight Agreement On January 14, 2019, the Company entered into an agreement with Docklight LLC for the exclusive licensing rights in the United States for the manufacturing, sale, distribution, marketing and advertising of certain products which include shelf-stable, ready to drink, non-alcoholic, consumer beverages infused with Cannabidiol derived from hemp-based or synthetic sources. The licensed property includes the name, image, likeness, caricature, signature and biography of Bob Marley, the trademarks MARLEY and BOB MARLEY for use in connection with the Company’s existing licensed marks. The initial term of the Agreement expires in January 2024, unless extended or earlier terminated as provided in the agreement. As consideration for the license, the Company agreed to pay a fee equal to fifty percent of the gross margin, as defined in the Agreement, on future sales of approved licensed products, which fee shall be reviewed annually by the parties.

Leases

Leases	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Leases	The Company leases various office and warehouse facilities, vehicles and equipment under non-cancellable operating lease agreements that expire between January 2019 and May 2030. For the three months ended March 31, 2019 and 2018, the Company had operating lease expense of $2.3 million and $0.3 million respectively. On January 21, 2019, the Company entered into a lease for approximately 11,200 square feet of office space in the downtown area of Denver, Colorado. The monthly obligation for base rent will average approximately $33,000 per month over the lease term which expires in December 2029. The Company has options to terminate the lease after 90 months as well as the option to extend the lease for an additional period of five years. The Company determined the right-of-use ("ROU") lease liability based upon a discount rate of 6.1% and assuming that the Company will not exercise its option to terminate the lease after 90 months. During the first quarter of 2019, the Company entered into operating lease obligations for transportation equipment. These leases provide for fixed minimum payments of approximately $17,000 per month over the eight-year lease term for an aggregate commitment of $1.7 million. The present value of these obligations of $1.3 million was recorded as ROU lease assets and ROU lease liabilities during the three months ended March 31, 2019. The Company determined the ROU lease liabilities based upon a discount rate of 6.1%. Sale Leaseback On March 22, 2019, the Company entered into an agreement with a major Japanese real estate company resulting in the sale for approximately $57.1 million of the land and building in Tokyo that serves as the corporate headquarters of Morinda’s Japanese subsidiary. Concurrently with the sale, the Company entered into a lease of this property for a term of 27 years. The monthly lease cost is ¥20.0 million (approximately $181,000 as of March 31, 2019) for the initial seven-year term, and thereafter either party may elect to adjust the monthly lease payment to the then current market rate for similar buildings in Tokyo. In order to secure its obligations under the lease, the Company provided a refundable security deposit of approximately $1.8 million. At any time after the initial seven-year term, the Company may elect to terminate the lease. However, if the lease is terminated before the 20th anniversary of the date the lease was entered into, then the Company will be obligated to perform certain restoration obligations that are currently estimated to cost between $1.6 million and $2.2 million. The Company determined that the restoration obligation is a significant penalty whereby there is reasonable certainty that the Company will not elect to terminate the lease prior to the 20-year anniversary. Therefore, the lease term was determined to be 20 years. In connection with this transaction, the Company repaid the $2.6 million mortgage on the building and cancelled the related interest rate swap agreement discussed in Note 7, paid the refundable security deposit of $1.8 million, and the Company is obligated to pay $25.0 million to the former stockholders of Morinda to settle the full amount of the contingent financing liability discussed in Note 3. Other cash payments that have been or will be made include transaction costs of $1.9 million, post-closing repair obligations of $1.7 million, and Japanese income taxes of $11.9 million. Presented below is a summary of the selling price and resulting gain on sale calculation (in thousands): Gross selling price $ 57,129 Less commissions and other expenses (1,941 ) Less repair obligations (1,675 ) Net selling price 53,513 Cost of land and building sold (29,431 ) Total gain on sale 24,082 Portion of gain related to above-market rent concession (17,640 ) Recognized gain on sale $ 6,442 As shown above, the sale of this property resulted in a gain of $24.1 million and the Company determined that $17.6 million of the gain was the result of above-market rent inherent in the leaseback arrangement. The remainder of the gain of $6.4 million was attributable to the highly competitive process among the entities that bid to purchase the property. The $17.6 million portion of the gain related to above market rent is being accounted for as a lease concession whereby the gain will result in a reduction of rent expense of approximately $0.9 million per year over the 20-year lease term. The present value of the lease payments amounted to $25.0 million. After deducting the $17.6 million lease incentive concession, the Company recognized an initial ROU lease asset and ROU lease liability of approximately $7.4 million. Balance Sheet Presentation As of March 31, 2019 and December 31, 2018, the carrying value of ROU lease assets, ROU lease obligations, and deferred lease incentive obligations are as follows (in thousands): March 31, December 31, 2019 2018 Right-of-Use Assets: Cost basis $ 31,825 $ 19,221 Accumulated amortization (2,121 ) (732 ) Net $ 29,704 $ 18,489 Right-of-Use Liabilities: Current $ 4,783 $ 4,798 Long-term 25,005 13,686 Total $ 29,788 $ 18,484 Deferred Lease Incentive Obligation: Current $ 882 $ - Long-term 16,758 - Total $ 17,640 $ - As of March 31, 2019 and December 31, 2018, the weighted average remaining lease term under ROU leases was 14.7 and 5.9 years, respectively. As of March 31, 2019 and December 31, 2018, the weighted average discount rate for ROU lease liabilities was approximately 7%. Lease Commitments Future minimum lease payments and amortization of the related lease incentive obligation related to non-cancellable ROU operating lease agreements are as follows (in thousands): Gross Lease 12 months ending March 31: Payments Incentive Net 2020 $ 8,435 $ (1,470 ) $ 6,965 2021 6,749 (1,470 ) 5,279 2022 5,608 (1,470 ) 4,138 2023 5,379 (1,470 ) 3,909 2024 4,931 (1,470 ) 3,461 Thereafter 40,425 (10,290 ) 30,135 Total minimum lease payments 71,527 (17,640 ) 53,887 Less imputed interest (24,099 ) - (24,099 ) Present value of minimum lease payments $ 47,428 $ (17,640 ) $ 29,788

Debt

Debt	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Debt	Credit Facility On March 29, 2019, the Company entered into a Loan and Security Agreement (the “Credit Facility”) with East West Bank (“EWB”). The Credit Facility matures on March 29, 2023 (the “Maturity Date”) and provides for (i) a term loan in the aggregate principal amount of $15.0 million, which may be increased to $25.0 subject to the satisfaction of certain conditions (the “Term Loan”) and (ii) a $10.0 million revolving loan facility (the “EWB Revolver”). At the closing, EWB funded $25.0 million to the Company consisting of the $15.0 million Term Loan and $10.0 million as an advance under the EWB Revolver. The Company utilized a portion of the proceeds from the Credit Facility to repay all outstanding amounts and terminate the Siena Revolver discussed below. The obligations of the Company under the Credit Facility are secured by substantially all assets of the Company and guaranteed by certain subsidiaries of the Company Borrowings outstanding under the Credit Facility bear interest at the Prime Rate plus 0.25%. However, if the Total Leverage Ratio (as defined in the Credit Facility) is equal to or greater than 1.50 to 1.00, borrowings will bear interest at the Prime Rate plus 0.50%. The Company may voluntarily prepay amounts outstanding under the EWB Revolver on ten business days’ prior notice to EWB without prepayment charges. In the event the EWB Revolver is terminated prior to the Maturity Date, the Company would be required to pay an early termination fee in the amount of 0.50% of the revolving line. Additional borrowing requests under the EWB Revolver are subject to various customary conditions precedent, including satisfaction of a borrowing base test as more fully described in the Credit Facility. The EWB Revolver also provides for an unused line fee equal to 0.50% per annum of the undrawn portion. The EWB Revolver includes a lockbox arrangement where the Company is required to direct its customers to remit payments to a restricted bank account, whereby all available funds are used to pay down the outstanding principal balance under the EWB Revolver. Payments under the Term Loan are interest-only for the first six months and are followed by principal payments of $125,000 per month plus interest amortized over the remaining term of the Term Loan. The Company may elect to prepay the Term Loan before the Maturity Date on 10 business days’ notice to EWB subject to a prepayment fee of 2% for the first year of the Term Loan and 1% for the second year of the Term Loan. No later than 120 days after the end of each fiscal year, commencing with the fiscal year ending December 31, 2019, the Company is required to make a payment towards the outstanding principal amount of the Term Loan in an amount equal to 35% of the Excess Cash Flow (as defined in the Credit Facility), if the Total Leverage Ratio is less than 1.50 to 1.00 or (i) 50% of the Excess Cash Flow if the Total Leverage Ratio is greater than or equal to 1.50 to 1.00. Siena Revolver On August 10, 2018 (the “Siena Closing Date”), the Company entered into a loan and security agreement with Siena Lending Group LLC (“Siena”) that provided for a $12.0 million revolving credit facility (the “Siena Revolver”) with a scheduled maturity date of August 10, 2021. Outstanding borrowings provided for interest at the greater of (i) 7.5% or (ii) the prime rate plus 2.75%. As of December 31, 2018, the effective interest rate was 8.25%. The Siena Revolver also provided for an unused line fee equal to 0.5% per annum of the undrawn portion of the $12.0 million commitment. The Siena Revolver was subject to availability based on eligible accounts receivables and eligible inventory of the Company. As of December 31, 2018, the borrowing base calculation permitted total borrowings of approximately $2.5 million. In connection with the Siena Revolver the Company incurred debt issuance costs of $0.6 million. This amount was accounted for as debt issuance costs that was amortized using the straight-line method over the three-year term of the Siena Revolver. The Siena Revolver was paid off and terminated on March 29, 2019 and the unamortized debt issuance costs of $0.5 million were written off as additional interest expense for the three months ended March 31, 2019. Additionally, the Company incurred a make-whole premium payment of $0.5 million that was also charged to interest expense for the three months ended March 31, 2019. Summary of Debt As of March 31, 2019 and December 31, 2018, debt consists of the following (in thousands): 2019 2018 EWB Credit Facility: Term loan, net of discount of $542 $ 14,458 $ - Revolver 10,000 - Installment notes payable 48 (1) 66 (1) Siena Revolver - 2,000 Mortgage payable to a foreign bank - 2,628 (2) Total 24,506 4,694 Less current maturities (10,790 ) (3,369 ) Long-term debt, less current maturities $ 13,716 $ 1,325 _________________ (1) Consists of various installment notes payable that are collateralized by equipment and that bear interest at 12.4% to 22.1%. (2) This mortgage note payable was collateralized by land and a building in Tokyo, Japan. Quarterly principal payments of $0.3 million plus interest were payable in Japanese Yen at TIBOR plus 0.7% (0.76% as of December 31, 2018) through the maturity date in December 2020. This debt was repaid, and the interest rate swap agreement discussed below was terminated upon sale of the property on March 22, 2019 as discussed in Note 6. Embedded Derivatives The Siena Revolver included features that were determined to be embedded derivatives requiring bifurcation and accounting as separate financial instruments. The Company determined that embedded derivatives included the requirement to pay (i) an early termination premium if the Siena Revolver was terminated before the maturity date in August 2021, and (ii) default interest at a 5.0% premium if events of default existed. The early termination premium was 4.0% of the $12.0 million commitment if termination occurred during the first year after the Siena Closing Date. As of December 31, 2018, the embedded derivatives for the Siena Revolver had an aggregate fair value of approximately $0.5 million, which was included in accrued liabilities as of December 31, 2018. As a result of the termination of the Siena Revolver as discussed above, a make-whole premium of $0.5 million was incurred on March 29, 2019, and the Company recognized a gain on change in fair value of embedded derivatives of $0.5 million which is included in non-operating income (expenses) for the three months ended March 31, 2019. Interest Rate Swap Agreement At December 31, 2018, the Company had one contract for an interest rate swap with a total notional amount of approximately $2.6 million. At December 31, 2018, the Company had an unrealized loss from this interest rate swap agreement of approximately $36,000 that is included in other long-term liabilities in the accompanying unaudited condensed consolidated balance sheet. As discussed in Note 6, this swap agreement was terminated upon sale of the property in Tokyo and repayment of the related mortgage. Future Debt Maturities As of March 31, 2019, the scheduled future maturities of long-term debt, exclusive of unaccreted discount of $0.5 million related to the EWC Term Loan, are as follows (in thousands): 12 Months Ending March 31, 2020 $ 10,790 (1) 2021 1,505 2022 1,503 2023 11,250 Total $ 25,048 ______________ (1) Includes $10.0 million outstanding under the EWB Revolver discussed above. Since EWB Revolver includes a lockbox arrangement where the Company is required to direct its customers to remit payments to a restricted bank account, the entire outstanding balance of the EWB Revolver is classified as a current liability. However, subject to the terms of the EWB Revolver, the Company is permitted to reborrow amounts that are repaid through the Maturity Date.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2019
Equity [Abstract]
Stockholders' Equity	Series D Preferred In December 2018, the Board of Directors designated 44,000 shares as Series D Preferred Stock. As discussed in Note 3, the Series D Preferred provides for the potential payment of up to $15.0 million contingent upon Morinda achieving certain post-closing milestones. As of March 31, 2019 and December 31, 2018, the Series D Preferred Stock is classified as a liability since it provides for the issuance of a variable number of shares of Common Stock if the Company elects to settle in shares rather than pay the cash redemption value. Please refer to Note 3 for additional information on the consideration issued in the Morinda business combination and the valuation and carrying value of the Series D Preferred.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2019
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock Options And Warrants	Stock Options On August 3, 2016, the Company’s approved and implemented the New Age Beverages Corporation 2016-2017 Long Term Incentive Plan (the “LTI Plan”). The LTI Plan provides for stock options to be granted to employees, directors and consultants at an exercise price not less than 100% of the fair value of the Company’s Common Stock on the grant date. The options granted generally have a maximum term of 10 years from the grant date and are exercisable upon vesting. Option grants generally vest over a period between one and three years after the grant date of such award. The number of shares reserved for grants is adjusted annually on the first day of January whereby a maximum of 10% of the Company’s outstanding shares of Common Stock are available for grant under the LTI Plan. Accordingly, as of January 1, 2019, a maximum of approximately 7.5 million shares of Common Stock are available for grants under the LTI Plan. As of March 31, 2019, after deducting stock options and restricted stock grants to date, there were approximately 2.1 million shares available for future grants of stock options, restricted stock and similar instruments under the LTI Plan. The following table sets forth the summary of stock option activity under the LTI Plan for the three months ended March 31, 2019 (shares in thousands): Shares Price (1) Term (2) Outstanding, beginning of period 2,786 $ 2.84 9.0 Granted 214 $ 5.17 Forfeited (41 ) $ 3.87 Exercised (200 ) $ 2.09 Outstanding, end of period (3) 2,759 $ 3.06 8.8 Vested, end of period (4) 935 $ 2.59 8.4 ______________ (1) Represents the weighted average exercise price. (2) Represents the weighted average remaining contractual term until the stock options expire. (3) As of March 31, 2019 and December 31, 2018, the aggregate intrinsic value of stock options outstanding was $6.1 million and $6.6 million, respectively. (4) As of March 31, 2019 and December 31, 2018, the aggregate intrinsic value of vested stock options was $2.5 million and $3.1 million, respectively. As of March 31, 2019, unrecognized compensation expense related to unvested stock options amounts to $4.3 million. This amount is expected to be recognized on a straight-line basis over the weighted-average vesting period of 2.5 years. The fair value of stock options granted under the LTI Plan was estimated on the date of grant using the BSM option-pricing model, with the following weighted-average assumptions for the three months ended March 31, 2019: Grant date fair value of common stock (exercise price) $ 5.17 Expected life (in years) 5.1 Volatility 116 % Dividend yield 0 % Risk-free interest rate 2.2 % Based on the assumptions set forth above, the weighted-average grant date fair value of employee options granted during the three months ended March 31, 2019 was $4.24 per share. The BSM model requires various highly subjective assumptions that represent management’s best estimates of the fair value of the Company’s Common Stock, volatility, risk-free interest rates, expected term, and dividend yield. The expected term represents the weighted-average period that options granted are expected to be outstanding giving consideration to vesting schedules. Since the Company does not have an extended history of actual exercises, the Company has estimated the expected term using a simplified method which calculates the expected term as the average of the time-to-vesting and the contractual life of the awards. The Company has never declared or paid cash dividends and does not plan to pay cash dividends in the foreseeable future; therefore, the Company used an expected dividend yield of zero. The risk-free interest rate is based on U.S. Treasury rates in effect during the expected term of the grant. The expected volatility is based on the historical volatility of the Company’s Common Stock for the period beginning in August 2016 when its shares were first publicly traded through the grant date of the respective stock options. Restricted Stock In connection with the business combination with Morinda in December 2018, the Company made restricted stock award grants for an aggregate of 1.2 million shares of the Company’s Common Stock. None of these shares will be issued until a vesting event occurs. Upon vesting of the Morinda awards, settlement will occur in (i) cash where foreign regulatory requirements prohibit settlement in shares, (ii) shares of Common Stock, or (iii) a combination of shares and cash at the Company’s election for certain awards. The following table sets forth a summary of restricted stock award activity for the three months ended March 31, 2019 (in thousands): LTI Plan Equity Awards LTI Plan Liability Awards Non-Plan Awards Number of Unvested Number of Unvested Number of Unvested Shares Compensation Shares Compensation Shares Compensation Outstanding, beginning of period 1,151 $ 3,988 474 $ 2,490 629 $ 64 Restricted shares issued 91 (1) 500 (1) - - - - Other 35 76 Forfeited (1 ) (4 ) (1 ) - - - Vested shares and expense (383 ) (1,347 ) - (570 ) (262 ) (54 ) Outstanding, end of period 893 (2) $ 3,213 (2) 473 (3) $ 1,920 (3) 367 (4) $ 10 (4) Intrinsic value, end of period $ 4,699 (5) $ 2,490 (5) $ 1,929 (5) Weighted average remaining term for recognition of unvested expense 1.0 1.0 0.1 _________________ (1) The weighted average fair value was $5.50 per share based on the closing price of the Company’s Common Stock on the grant date. (2) As of March 31, 2019, unvested shares of restricted stock consist of approximately 0.8 million shares that will be issued upon vesting and 0.1 million shares that were issued in prior years. For unvested shares that have been issued, approximately $0.5 million of unvested compensation is included in prepaid expenses as of March 31, 2019. Outstanding unvested shares include awards for 216,000 shares that vest if Morinda achieves EBITDA of $20.0 million for the year ending December 31, 2019. The Company assesses the probability of achievement of such performance conditions in the recognition of compensation expense related to these awards. (3) Due to Morinda’s foreign operations, these awards will be settled in cash upon vesting since regulatory requirements prohibit settlement in shares. These awards vest between one and three years after the grant date and are classified as liabilities in the Company’s consolidated balance sheets based on the fair value of the Company’s Common Stock at the end of each reporting period. The liability is being recorded with a corresponding charge to stock-based compensation expense over the vesting period. As of March 31, 2019, approximately $0.6 million is included in current liabilities. (4) Consists of restricted stock issued to the Company’s Chief Executive Officer in 2016 that vested over three years. The remaining shares became fully vested in April 2019. (5) The intrinsic value was based on the closing price of the Company’s common stock of $5.26 per share on March 31, 2019. Stock-based Compensation Expense Stock-based compensation expense is included in general and administrative expenses in the accompanying consolidated statements of operations. The table below summarizes stock-based compensation expense related to stock options and restricted stock awards for the three months ended March 31, 2019 and 2018 (in thousands): 2019 2018 Stock options $ 1,315 $ 157 Restricted stock awards 1,972 220 Total $ 3,287 $ 377

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2019
Income Tax Disclosure [Abstract]
Income Taxes	For the three months ended March 31, 2018, the Company did not recognize an income tax benefit due to a valuation allowance on its net deferred income tax assets. The Company’s provision for income taxes for the three months ended March 31, 2019 resulted in a net benefit of $1.7 million. The effective tax rate as a percentage of pre-tax earnings for the three months ended March 31, 2019 was 52%. The increase in the effective tax rate for the three months ended March 31, 2019 was due to the impact of the merger with Morinda in the fourth quarter of 2018. The difference in the effective tax rate for the first quarter of 2019 and the U.S. federal statutory rate is primarily attributable to current year losses of foreign subsidiaries. The Company’s U.S. federal income tax returns for 2015 through 2017 are open to examination for federal tax purposes. In major foreign jurisdictions, the Company is generally no longer subject to income tax examinations for years before 2012. However, statutes in certain countries may be as long as ten years. The total outstanding balance for liabilities related to unrecognized tax benefits as of March 31, 2019 was $0.4 million, which would favorably impact the effective tax rate if recognized. There were no unrecognized tax benefits as of March 31, 2018. The increase in 2019 relates to tax audits in foreign jurisdictions, transfer pricing adjustments, and state tax expense. The Company does not anticipate that unrecognized tax benefits will significantly increase or decrease within the next twelve months. Significant judgment is required in determining the Company’s provision for income taxes, recording valuation allowances against deferred income tax assets and evaluating the Company’s uncertain tax positions. In evaluating the ability to recover its deferred income tax assets, in full or in part, the Company considers all available positive and negative evidence, including past operating results, forecast of future market growth, forecasted earnings, future taxable income and prudent and feasible tax planning strategies. Interim income taxes are based on an estimated annualized effective tax rate applied to the respective quarterly periods, adjusted for discrete tax items in the period in which they occur. Although the Company believes its tax estimates are reasonable, the Company can make no assurance that the final tax outcome of these matters will not be different from that which it has reflected in its historical income tax provisions and accruals. Such differences could have a material impact on the Company’s income tax provision and operating results in the period in which the Company makes such determination. At December 31, 2018, the Company has federal NOL carryforwards of approximately $36.3 million, of which $24.9 million does not expire and $11.4 million will begin to expire in 2023. Additionally, the Company has varying amounts of NOL carryforwards in the U.S. states in which it does business that start to expire in 2023. Federal and state laws impose substantial restrictions on the utilization of NOL and tax credit carryforwards in the event of an ownership change for income tax purposes, as defined in Section 382 of the Internal Revenue Code.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Executive Deferred Compensation Plan Morinda’s Board of Directors implemented an unfunded executive deferred compensation plan in 2009 for certain executives of Morinda. All financial performance targets under the plan were achieved as of December 31, 2018, and a long-term liability of $4.1 million is included in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018. After the executives retire, the deferred compensation obligation is payable over a period up to 20 years. 401(k) Plan The Company has a defined contribution employee benefit plan under section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all eligible U.S. employees who are entitled to participate at the beginning of the first full quarter following commencement of employment. The Company matches contributions up to 3% of the participating employee’s compensation, and these matching contributions vest over four years with 0% vested through the end of the first year of service and 33% vesting upon completion of each of the next three years of service. Total contributions to the 401(k) Plan amounted to $0.1 million for the three months ended March 31, 2019. The Company did not have a 401(k) Plan for the three months ended March 31, 2018. Foreign Benefit Plans Morinda has an unfunded retirement benefit plan for the Company’s Japanese branch that entitles substantially all employees in Japan, other than directors, to retirement payments. Morinda also has an unfunded retirement benefit plan in Indonesia that entitles all permanent employees to retirement payments. Upon termination of employment, the Morinda employees of the Japanese branch are generally entitled to retirement benefits determined by reference to basic rates of pay at the time of termination, years of service, and conditions under which the termination occurs. If the termination is involuntary or caused by retirement at the mandatory retirement age of 65, the employee is entitled to a greater payment than in the case of voluntary termination. Morinda employees in Indonesia whose service is terminated are generally entitled to retirement benefits determined by reference to basic rates of pay at the time of termination, years of service and conditions under which the termination occurs. The unfunded benefit obligation for these defined benefit pension plans was approximately $3.1 and $3.0 million as of March 31, 2019 and December 31, 2018, respectively. Of this amount, approximately $3.0 and $2.9 million is included in other long-term liabilities in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2019 and December 31, 2018, respectively. Contingencies 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 IPCs, labeling and packaging of products, conducting business as a direct-selling business, and other facets of manufacturing and selling products. In some instances, the rules and regulations may not be fully defined under the law or are otherwise unclear in their application. Additionally, laws and regulations can change from time to time, as can their interpretation by the courts, administrative bodies, and the tax and customs authorities in each country. The Company actively seeks to be in compliance, in all material respects, with the laws of each of the countries in which it does business and expects its IPCs to do the same. The Company’s operations are often subject to review by local country tax and customs authorities and inquiries from other governmental agencies. No assurance can be given that the Company’s compliance with governmental rules and regulations will not be challenged by the authorities or that such challenges will not result in assessments or required changes in the Company’s business that could have a material impact on its business, consolidated financial statements and cash flow. The Company has various non-income tax contingencies in several countries. Such exposure could be material depending upon the ultimate resolution of each situation. As of March 31, 2019 and December 31, 2018, the Company has recorded a current liability under Accounting Standards Codification (ASC) 450, Contingencies From time to time, the Company may be a party to litigation and subject to claims incident to the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not have a material adverse effect on its business. Regardless of the outcome, litigation can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources, and other factors. Guarantee Deposits Morinda has deposits in Korea for collateral on IPC returns dictated by law, and collateral to credit card companies for guarantee of IPC payments. As of March 31, 2019 and December 31, 2018, guarantee deposits of approximately $0.8 million are included in other long-term assets in the accompanying unaudited condensed consolidated balance sheets.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2019
Related Party Transactions [Abstract]
Related Party Transactions	For the three months ended March 31, 2019 and 2018, the Company granted restricted stock awards to five non-employee members of the Board of Directors for an aggregate of 90,910 and 153,000 shares of Common Stock. The fair value of these shares was based on the closing price of the Company’s Common Stock on the grant date and amounted to an aggregate of $0.5 million and $0.3 million for the three months ended March 31, 2019 and 2018, respectively. Compensation expense is recognized over the 12-month vesting period after the respective grant dates for these restricted stock awards. Please refer to Note 9 for additional information about restricted stock awards.

Net Loss Per Share

Net Loss Per Share	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Net Loss Per Share	Net loss per share is computed by dividing loss attributable to common stockholders by the weighted average number of common shares outstanding during the year. The calculation of diluted net loss per share includes dilutive stock options, unvested restricted stock awards, and other Common Stock equivalents computed using the treasury stock method, in order to compute the weighted average number of shares outstanding. For the three months ended March 31, 2019 and 2018, basic and diluted net loss per share were the same since all Common Stock equivalents were anti-dilutive. As of March 31, 2019 and 2018, 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): 2019 2018 Stock options 2,759 1,257 Restricted stock awards under LTI Plan: Unvested shares of Common Stock issued 139 1,027 Unissued and unvested awards to Morinda employees 1,227 - Non-plan restricted stock awards 367 982 Total 4,492 3,266

Financial Instruments and Signf

Financial Instruments and Signficant Concentrations	3 Months Ended
	Mar. 31, 2019
Risks and Uncertainties [Abstract]
Financial Instruments and Signficant Concentrations	Fair Value Measurements Fair value is defined as the price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, the Company considers the principal or most advantageous market in which it transacts and considers assumptions that market participants would use when pricing the asset or liability. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair measurement: Level 1—Quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date Level 2—Other than quoted prices included in Level 1 that are observable for the asset and liability, either directly or indirectly through market collaboration, for substantially the full term of the asset or liability Level 3—Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any market activity for the asset or liability at measurement date The fair value of the Company’s cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued liabilities, payables to former Morinda shareholders, and notes payable approximate their carrying values as of March 31, 2019 and December 31, 2018. The contingent consideration obligations incurred in the business combinations with Marley and Morinda are recorded at estimated fair value as of March 31, 2019 and December 31, 2018. In addition, the net assets acquired in the business combinations discussed in Note 3 were generally recorded at fair market value on the date of closing. The Company did not have any other nonrecurring assets and liabilities measured at fair value as of March 31, 2019 and December 31, 2018. The Company’s interest rate swap and embedded derivative liability are the only liabilities that have been carried at fair value on a recurring basis. The Company’s interest rate swap is recorded at fair market value and has been classified within Level 2 of the fair value hierarchy. The Company’s embedded derivative liability is recorded at fair market value and has been classified within Level 3 of the fair value hierarchy. Details of the interest rate swap and the embedded derivative liabilities, including valuation methodology and key assumptions and estimates used, are disclosed in Note 7. 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, 2019 and 2018, the Company had no transfers of its assets or liabilities between levels of the fair value hierarchy. Significant Concentrations For the three months ended March 31, 2019, no single customer comprised more than 10% of the Company’s consolidated net revenue. For the three months ended March 31, 2018, one customer comprised approximately 11% of the Company’s consolidated net revenue. A substantial portion of the Morinda 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. Approximately 70% of the Company’s consolidated net revenue and 90% of Morinda’s net revenue for 2019 is expected to be generated outside the United States, primarily in the Asia Pacific market. Morinda’s Tahitian Noni® Juice, MAX and other noni-based beverage products are expected to comprise over 85% of Morinda’s net revenue for 2019. However, if consumer demand for these products decreases significantly or if the Company ceases to offer these products without a suitable replacement, the Company’s consolidated financial condition and operating results would be adversely affected. The Company purchases fruit and other Noni-based raw materials from French Polynesia, but these purchases of materials are from a wide variety of individual suppliers with no single supplier accounting for more than 10% of its raw material purchases during 2018. However, as the majority of the raw materials are consolidated and processed at the Company’s plant in Tahiti, the Company could be negatively affected by certain governmental actions or natural disasters if they occurred in that region of the world. 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 often exceed the amount of insurance, if any, provided on such deposits. As of March 31, 2019, the Company had cash and cash equivalents with a single financial institution in the United States with a balance of $22.6 million, three financial institutions in China with balances of $7.5 million, $4.7 million and $6.9 million, and two financial institutions in Japan with balances of $51.5 million and $4.5 million. As of December 31, 2018, the Company had cash and cash equivalents with a single financial institution in the United States with a balance of $6.5 million, and two financial institutions in China with balances of $14.5 million and $8.0 million. The Company has never experienced any losses related to its investments in cash, cash equivalents and restricted cash. Generally, credit risk with respect to accounts receivable is diversified due to the number of entities comprising the Company’s customer base and their dispersion across different geographies and industries. The Company performs ongoing credit evaluations on certain customers and generally does not require collateral on accounts receivable. The Company maintains reserves for potential bad debts and historically such losses have been insignificant. As of March 31, 2019, the Company did not have any customers with an accounts receivable balance in excess of 10% of consolidated accounts receivable. As of March 31, 2018, the Company had two customers that comprised 14% and 12% of accounts receivable, net.

Segments and Geographic Informa

Segments and Geographic Information	3 Months Ended
	Mar. 31, 2019
Segment Reporting [Abstract]
Segments and Geographic Information	Reportable Segments The Company follows segment reporting in accordance with ASC Topic 280, Segment Reporting The New Age segment distributes beverages to retail customers throughout Colorado and surrounding states, and sells beverages to wholesale distributors, broad-liners, key account owned warehouses and international accounts using several distribution channels. Morinda is a healthy lifestyles and beverage company with operations in more than 60 countries around the world, and manufacturing operations in Tahiti, Germany, Japan, the United States, and China. Morinda is primarily a direct-to-consumer and e-commerce business with over 70% of its business generated in the key Asia Pacific markets of Japan, China, Korea, Taiwan, and Indonesia. Net revenue by reporting segment for the three months ended March 31, 2019 and 2018, is as follows (in thousands): 2019 2018 Morinda $ 48,222 $ - New Age 10,085 11,558 Total revenue $ 58,307 $ 11,558 Gross profit by reporting segment for the three months ended March 31, 2019 and 2018, is as follows (in thousands): 2019 2018 Morinda $ 37,705 $ - New Age 871 2,616 Total gross profit $ 38,576 $ 2,616 Assets by reporting segment as of March 31, 2019 and December 31, 2018, are as follows (in thousands): 2019 2018 Morinda $ 243,809 $ 206,222 New Age 105,642 80,710 Total assets $ 349,451 $ 286,932 Capital expenditures incurred by reporting segment for the three months ended March 31, 2019 and 2018, are as follows (in thousands): 2019 2018 Morinda $ 116 $ - New Age 295 64 Total capital expenditures $ 411 $ 64 Geographic Concentrations The following table presents net revenue by geographic region for the three months ended March 31, 2019 and 2018 (in thousands): 2019 2018 United States of America $ 16,455 $ 11,558 International 41,852 - Total revenue $ 58,307 $ 11,558 As of March 31, 2019, the net carrying value of the Company’s property and equipment located outside of the United States amounted to approximately $20.4 million. As of December 31, 2018, the net carrying value of the Company’s property and equipment located outside of the United States amounted to approximately $50.6 million, including approximately $30.7 million located in Japan.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2019
Subsequent Events [Abstract]
Subsequent Events	Prepayment of EWB Revolver On April 4, 2019, the Company elected to make a voluntary prepayment of $10.0 million of principal to repay all outstanding borrowings under the EWB Revolver discussed in Note 7. Subject to the terms of the Credit Facility, the Company may reborrow up to $10.0 million under the EWB Revolver through the Maturity Date. 2019 Equity Incentive Plan On April 5, 2019, the Company’s Board of Directors approved the New Age Beverages Corporation 2019 Equity Incentive Plan (the “2019 Plan”), subject to shareholder approval. The 2019 Plan will terminate on the tenth anniversary of the date of approval by the Board. A total of up to 10.0 million shares of Common Stock may be issued under the 2019 Plan. Participation in the 2019 Plan is limited to employees, non-employee directors, and consultants. The 2019 Plan provides for grants of both incentive stock options, or “ISOs”, which are subject to special income tax treatment, and non-statutory options, or “NSOs.” Eligibility for ISOs is limited to employees of the Company and its subsidiaries. The exercise price of an ISO cannot be less than the fair market value of the common stock at the time of grant. In addition, the expiration date of an ISO cannot be more than ten years after the date of the original grant. In the case of NSOs, the exercise price and the expiration date are determined in the discretion of the administrator. The administrator also determines all other terms and conditions related to the exercise of an option, including the consideration to be paid, if any, for the grant of the option, the time at which options may be exercised and conditions related to the exercise of options. The 2019 Plan also provides for awards of shares of restricted common stock. Awards of restricted stock may be made in exchange for past services or other lawful consideration. Generally, awards of restricted stock are subject to the requirement that the shares be forfeited or resold to the Company unless specified conditions are met. Subject to these restrictions, conditions and forfeiture provisions, any recipient of an award of restricted stock will have all the rights of a stockholder of the Company, including the right to vote the shares and to receive dividends. The 2019 Plan also provides for deferred grants (“deferred stock”) entitling the recipient to receive shares of common stock in the future on such conditions as the administrator may specify. At the Market Offering Agreement On April 30, 2019, the Company entered into an At the Market Offering Agreement (the “Offering Agreement”) with Roth Capital Partners, LLC (the “Agent”), pursuant to which the Company may offer and sell from time to time up to an aggregate of $100 million in shares of the Company’s Common Stock (the “Placement Shares”), through the Agent. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the Placement Shares requested to be sold by the Company, consistent with its normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company has no obligation to sell any of the Placement Shares under the Offering Agreement. The Offering Agreement terminates on April 30, 2020 and may be earlier terminated by the Company upon five business days’ notice to the Agent and at any time by the Agent or by the mutual agreement of the parties. The Company intends to use the net proceeds from this offering for general corporate purposes, including working capital. Under the terms of the Offering Agreement, the Company will pay the Agent a commission equal to 3% of the gross proceeds from the gross sales price of the Placement Shares up to $30 million, and 2.5% of the gross proceeds from the gross sales price of the Placement Shares in excess of $30 million. In addition, the Company has agreed to pay certain expenses incurred by the Agent in connection with the offering. Amendment to Articles of Incorporation In April 2019, the Company’s Board of Directors approved, subject to stockholder approval, an amendment to the Company’s Articles of Incorporation increasing the authorized shares of Common Stock from 100,000,000 shares to 200,000,000 shares. This amendment will be filed with the Secretary of State of Washington if approved by the stockholders at the Company’s annual meeting of stockholders to be held on May 30, 2019.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2019
Significant Accounting Policies Policies Abstract
Use of Estimates	The preparation of financial statements and related disclosures in conformity with GAAP requires the Company to make judgments, assumptions, and estimates that affect the amounts reported in its consolidated financial statements and accompanying notes. The Company bases its estimates and assumptions on current facts, historical experience, and various other factors that it believes are reasonable under the circumstances, to determine the carrying values of assets and liabilities that are not readily apparent from other sources. The Company’s significant accounting estimates include, but are not necessarily limited to, estimated useful lives for identifiable intangible assets and property and equipment, impairment of goodwill and long-lived assets, valuation assumptions for stock options, warrants and equity instruments issued for goods or services, the allowance for doubtful accounts receivable, inventory obsolescence, the allowance for sales returns and chargebacks, deferred income taxes and the related valuation allowances, and the evaluation and measurement of contingencies. 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.
Risks and Uncertainties	Inherent in the Company’s business are various risks and uncertainties, including its limited operating history in a rapidly changing industry. These risks include the Company’s ability to manage its rapid growth and its ability to attract new customers and expand sales to existing customers, risks related to litigation, as well as other risks and uncertainties. In the event that the Company does not successfully execute its business plan, certain assets may not be recoverable, certain liabilities may not be paid and investments in its capital stock may not be recoverable. The Company’s success depends upon the acceptance of its expertise in creating products and brands which consumers like and want to buy, development of sales and distribution channels, and its ability to generate significant net revenue and cash flows from the use of this expertise.
Recent Accounting Pronouncements	Standards Required to be Adopted in Future Years. In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Codification Improvements to Topic 326, Financial Instruments – Credit Losses. In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.

Morinda Business Combination (T

Morinda Business Combination (Tables)	3 Months Ended
	Mar. 31, 2019
Acquisition Of Assets Of Br Liquid Adventure Llc Tables
Summary of earnout obligations	2019 2018 Marley earnout obligation $ 900 (1) $ 900 (1) Payables to former Morinda stockholders: EWC payable in April 2019 1,000 (2)(5) 986 (2)(5) EWC payable in July 2019 7,847 (2)(5) 7,732 (2)(5) EWC payable in July 2020 5,053 (2)(5) 4,976 (2)(5) Earnout under Series D preferred stock 13,134 (3) 13,134 (3) Contingent on financing event 24,761 (4)(5) 24,402 (4)(5) Total 52,695 52,130 Less current portion 33,608 (4) 8,718 Long-term portion $ 19,087 $ 43,412
Pro forma	Net revenue $ 66,781 Net loss $ (1,645 ) Net loss per share- basic and diluted $ (0.04 ) Weighted average number of shares of common stock outstanding- basic and diluted 38,427

Other Information (Tables)

Other Information (Tables)	3 Months Ended
	Mar. 31, 2019
Other Information Tables Abstract
Schedule of Inventories	2019 2018 Raw materials $ 14,302 $ 12,538 Work-in-process 871 907 Finished goods 24,445 23,703 Total inventories $ 39,618 $ 37,148
Prepaid Expenses and Other Current Assets	2019 2018 Prepaid expenses and deposits $ 5,747 $ 4,982 Prepaid stock-based compensation 543 347 Supplier and other receivables 317 1,144 Total $ 6,607 $ 6,473
Schedule of Property and Equipment	2019 2018 Land $ 37 $ 25,726 Buildings and improvements 16,865 19,822 Leasehold improvements 3,189 4,398 Machinery and equipment 5,311 5,208 Office furniture and equipment 2,161 2,087 Transportation equipment 1,820 1,727 Total property and equipment 29,383 58,968 Less accumulated depreciation (2,224 ) (1,687 ) Property and equipment, net $ 27,159 $ 57,281
Restricted Cash and Other	2019 2018 Restricted cash $ 3,412 (1) $ 3,339 (1) Debt issuance costs, net 362 548 Prepaid stock-based compensation - 210 Deposits and other 4,582 2,838 Total $ 8,356 $ 6,935
Other Accrued Liabilities	2019 2018 Accrued commissions $ 7,223 $ 9,731 Accrued compensation and benefits 3,942 4,715 Accrued marketing events 5,318 (1) 3,757 (1) Deferred revenue 2,469 2,701 Income taxes payable 12,956 (2) 1,670 Current portion of right of use liabilities: Lease liability 4,783 4,798 Deferred lease incentive obligation 882 - Restricted stock obligations 570 (3) - Embedded derivative liability - 470 Other accrued liabilities 7,243 6,177 Total other accrued liabilities $ 45,386 $ 34,019

Goodwill and Identifiable Int_2

Goodwill and Identifiable Intangible Assets (Tables)	3 Months Ended
	Mar. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Goodwill	Reporting Unit Morinda $ 10,284 Maverick 5,149 PMC 1,768 Marley 9,418 Xing 4,506 B&R 389 Total Goodwill $ 31,514
Schedule of Intangible Assets	March 31, 2019 December 31, 2018 Accumulated Net Book Accumulated Net Book Identifiable Intangible Asset Cost Amortization Value Cost Amortization Value License agreements China direct selling license $ 20,420 $ 380 $ 20,040 $ 20,420 $ 40 $ 20,380 Other 5,989 417 5,572 5,989 318 5,671 Manufacturing processes and recipes 11,610 577 11,033 11,610 380 11,230 Trade names 12,301 796 11,505 12,301 584 11,717 IPC distributor sales force 9,760 273 9,487 9,760 29 9,731 Customer relationships 6,444 1,296 5,148 6,444 1,194 5,250 Patents 4,100 501 3,599 4,100 433 3,667 Former Morinda shareholder non-compete agreements 186 17 169 186 2 184 Total identifiable intangible assets $ 70,810 $ 4,257 $ 66,553 $ 70,810 $ 2,980 $ 67,830
Schedule of Remaining Amortization of Customer Relationships	12 months ending March 31: 2020 $ 4,778 2021 4,778 2022 4,761 2023 4,716 2024 4,716 Thereafter 42,804 Total $ 66,553

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2019
Leases [Abstract]
Selling price and resulting gain on sale	Gross selling price $ 57,129 Less commissions and other expenses (1,941 ) Less repair obligations (1,675 ) Net selling price 53,513 Cost of land and building sold (29,431 ) Total gain on sale 24,082 Portion of gain related to above-market rent concession (17,640 ) Recognized gain on sale $ 6,442
Carrying value of operating lease ROU assets	March 31, December 31, 2019 2018 Right-of-Use Assets: Cost basis $ 31,825 $ 19,221 Accumulated amortization (2,121 ) (732 ) Net $ 29,704 $ 18,489 Right-of-Use Liabilities: Current $ 4,783 $ 4,798 Long-term 25,005 13,686 Total $ 29,788 $ 18,484 Deferred Lease Incentive Obligation: Current $ 882 $ - Long-term 16,758 - Total $ 17,640 $ -
Future minimum lease payments	Gross Lease 12 months ending March 31: Payments Incentive Net 2020 $ 8,435 $ (1,470 ) $ 6,965 2021 6,749 (1,470 ) 5,279 2022 5,608 (1,470 ) 4,138 2023 5,379 (1,470 ) 3,909 2024 4,931 (1,470 ) 3,461 Thereafter 40,425 (10,290 ) 30,135 Total minimum lease payments 71,527 (17,640 ) 53,887 Less imputed interest (24,099 ) - (24,099 ) Present value of minimum lease payments $ 47,428 $ (17,640 ) $ 29,788

Debt (Tables)

Debt (Tables)	3 Months Ended
	Mar. 31, 2019
Debt Disclosure [Abstract]
Summary of Debt	2019 2018 EWB Credit Facility: Term loan, net of discount of $542 $ 14,458 $ - Revolver 10,000 - Installment notes payable 48 (1) 66 (1) Siena Revolver - 2,000 Mortgage payable to a foreign bank - 2,628 (2) Total 24,506 4,694 Less current maturities (10,790 ) (3,369 ) Long-term debt, less current maturities $ 13,716 $ 1,325
Future Debt Maturities	12 Months Ending March 31, 2020 $ 10,790 (1) 2021 1,505 2022 1,503 2023 11,250 Total $ 25,048

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2019
Promissory note issued for acquisition of Xing Beverage, LLC
Schedule of Stock Option Activity	Shares Price (1) Term (2) Outstanding, beginning of period 2,786 $ 2.84 9.0 Granted 214 $ 5.17 Forfeited (41 ) $ 3.87 Exercised (200 ) $ 2.09 Outstanding, end of period (3) 2,759 $ 3.06 8.8 Vested, end of period (4) 935 $ 2.59 8.4
Schedule of Assumptions Used	Grant date fair value of common stock (exercise price) $ 5.17 Expected life (in years) 5.1 Volatility 116 % Dividend yield 0 % Risk-free interest rate 2.2 %
Restricted stock award activity related to the Morinda grants	LTI Plan Equity Awards LTI Plan Liability Awards Non-Plan Awards Number of Unvested Number of Unvested Number of Unvested Shares Compensation Shares Compensation Shares Compensation Outstanding, beginning of period 1,151 $ 3,988 474 $ 2,490 629 $ 64 Restricted shares issued 91 (1) 500 (1) - - - - Other 35 76 Forfeited (1 ) (4 ) (1 ) - - - Vested shares and expense (383 ) (1,347 ) - (570 ) (262 ) (54 ) Outstanding, end of period 893 (2) $ 3,213 (2) 473 (3) $ 1,920 (3) 367 (4) $ 10 (4) Intrinsic value, end of period $ 4,699 (5) $ 2,490 (5) $ 1,929 (5) Weighted average remaining term for recognition of unvested expense 1.0 1.0 0.1
Stock-based Compensation Expense	2019 2018 Stock options $ 1,315 $ 157 Restricted stock awards 1,972 220 Total $ 3,287 $ 377

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	3 Months Ended
	Mar. 31, 2019
Earnings Per Share [Abstract]
Schedule of Loss Per Share	2019 2018 Stock options 2,759 1,257 Restricted stock awards under LTI Plan: Unvested shares of Common Stock issued 139 1,027 Unissued and unvested awards to Morinda employees 1,227 - Non-plan restricted stock awards 367 982 Total 4,492 3,266

Segment Information (Tables)

Segment Information (Tables)	3 Months Ended
	Mar. 31, 2019
Segment Reporting [Abstract]
Summary of segment reporting	Net revenue by reporting segment for the three months ended March 31, 2019 and 2018, is as follows (in thousands): 2019 2018 Morinda $ 48,222 $ - New Age 10,085 11,558 Total revenue $ 58,307 $ 11,558 Gross profit by reporting segment for the three months ended March 31, 2019 and 2018, is as follows (in thousands): 2019 2018 Morinda $ 37,705 $ - New Age 871 2,616 Total gross profit $ 38,576 $ 2,616 Assets by reporting segment as of March 31, 2019 and December 31, 2018, are as follows (in thousands): 2019 2018 Morinda $ 243,809 $ 206,222 New Age 105,642 80,710 Total assets $ 349,451 $ 286,932 Capital expenditures incurred by reporting segment for the three months ended March 31, 2019 and 2018, are as follows (in thousands): 2019 2018 Morinda $ 116 $ - New Age 295 64 Total capital expenditures $ 411 $ 64
Net revenue by geographic region	2019 2018 United States of America $ 16,455 $ 11,558 International 41,852 - Total revenue $ 58,307 $ 11,558

Nature of Operations and Basi_2

Nature of Operations and Basis of Presentation (Details Narrative) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Accumulated amortization	$ (4,257)	$ (2,980)

Going Concern and Management's

Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 24,285		$ 22,636
Cash flows used in operating activities	$ 11,439	$ (127)

Morinda Business Combination (D

Morinda Business Combination (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Total	$ 52,695	$ 52,130
Less current portion	33,608	8,718
Long-term portion	19,087	43,412
Earn-out attributable to Marley acquisition
Total	900	900
EWC payable in April 2019 - Morinda
Total	1,000	986
EWC payable in July 2019 - Morinda
Total	7,847	7,732
EWC payable in July 2020 - Morinda
Total	5,053		$ 4,976
Earnout under Series D preferred stock
Total	13,134	13,134
Contingent on financing event
Total	$ 24,761	$ 24,402

Morinda Business Combination _2

Morinda Business Combination (Details 1) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)$ / sharesshares
Business Combinations [Abstract]
Revenues	$ 66,781
Net loss	$ (1,645)
Net loss per share- basic and diluted | $ / shares	$ (0.04)
Weighted average number of shares of common stock outstanding- basic and diluted | shares	38,427

Other Information (Details)

Other Information (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Raw materials	$ 14,302	$ 12,538
Work-in-process	871	907
Finished goods	24,445	23,703
Total Inventory	$ 39,618	$ 37,148

Other Information (Details 1)

Other Information (Details 1) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Acquisition Of Assets Of Br Liquid Adventure Llc Tables
Prepaid expenses and deposits	$ 5,747	$ 4,982
Prepaid stock-based compensation	543	347
Supplier and other receivables	317	1,144
Total	$ 6,607	$ 6,473

Other Information (Details 2)

Other Information (Details 2) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Property and Equipment, Gross	$ 29,383	$ 58,968
Less accumulated depreciation	(2,224)	(1,687)
Property and Equipment, Net	27,159	57,281
Land [Member]
Property and Equipment, Gross	37	25,726
Buildings and improvements [Member]
Property and Equipment, Gross	16,865	19,822
Leasehold improvements [Member]
Property and Equipment, Gross	3,189	4,398
Machinery and equipment [Member]
Property and Equipment, Gross	5,311	5,208
Office furniture and equipment [Member]
Property and Equipment, Gross	2,161	2,087
Transportation equipment [Member]
Property and Equipment, Gross	$ 1,820	$ 1,727

Other Information (Details 3)

Other Information (Details 3) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Other Assets [Abstract]
Restricted cash	$ 3,412	$ 3,339
Debt issuance costs, net	362	548
Prepaid stock-based compensation	0	210
Deposits and other	4,582	2,838
Total	$ 8,356	$ 6,935

Other Information (Details 4)

Other Information (Details 4) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Accrued Liabilities and Other Liabilities [Abstract]
Accrued commissions	$ 7,223	$ 9,731
Accrued compensation and benefits	3,942	4,715
Accrued marketing events	5,318	3,757
Deferred revenue	2,469	2,701
Income taxes payable	12,956	1,670
Current portion of right-of-use lease liability	4,783	4,798
Deferred lease incentive obligation	882	0
Restricted stock obligations	570	0
Embedded derivative liability	0	470
Other accrued liabilities	7,243	6,177
Total other accrued liabilities	$ 45,386	$ 34,019

Goodwill and Identifiable Int_3

Goodwill and Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Goodwill	$ 31,514	$ 31,514
Morinda
Goodwill	10,284	10,284
Maverick Brands
Goodwill	5,149	5,149
PMC
Goodwill	1,768	1,768
Marley
Goodwill	9,418	9,418
Xing
Goodwill	4,506	4,506
B&R
Goodwill	$ 389	$ 389

Goodwill and Identifiable Int_4

Goodwill and Identifiable Intangible Assets (Details 1) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Identifiable Intangible Asset, cost	$ 70,810	$ 70,810
Less: accumulated amortization	4,257	2,980
Identifiable Intangible Asset, net	66,553	67,830
License agreements - China direct selling license
Identifiable Intangible Asset, cost	20,420	20,420
Less: accumulated amortization	380	40
Identifiable Intangible Asset, net	20,040	20,380
License agreements - Other
Identifiable Intangible Asset, cost	5,989	5,989
Less: accumulated amortization	417	318
Identifiable Intangible Asset, net	5,572	5,671
Manufacturing processes and recipes
Identifiable Intangible Asset, cost	11,610	11,610
Less: accumulated amortization	577	380
Identifiable Intangible Asset, net	11,033	11,230
Trade names
Identifiable Intangible Asset, cost	12,301	12,301
Less: accumulated amortization	796	584
Identifiable Intangible Asset, net	11,505	11,717
IPC distributor sales force
Identifiable Intangible Asset, cost	9,760	9,760
Less: accumulated amortization	273	29
Identifiable Intangible Asset, net	9,487	9,731
Customer relationships
Identifiable Intangible Asset, cost	6,444	6,444
Less: accumulated amortization	1,296	1,194
Identifiable Intangible Asset, net	5,148	5,250
Patents
Identifiable Intangible Asset, cost	4,100	4,100
Less: accumulated amortization	501	433
Identifiable Intangible Asset, net	3,599	3,667
Former Morinda shareholder non-compete agreements
Identifiable Intangible Asset, cost	186	186
Less: accumulated amortization	17	2
Identifiable Intangible Asset, net	$ 169	$ 184

Goodwill and Identifiable Int_5

Goodwill and Identifiable Intangible Assets (Details 2) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Customer Relationships - Schedule Of Remaining Amortization Of Customer Relationships Details
2020	$ 4,778
2021	4,778
2022	4,761
2023	4,716
2024	4,716
Thereafter	42,804
Total	$ 66,553	$ 67,830

Leases (Details)

Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Leases Details Abstract
Gross selling price	$ 57,129
Less commissions and other expenses	(1,941)
Less repair obligations	(1,675)
Net selling price	53,513
Cost of land and building sold	(29,431)
Total gain on sale	24,082
Portion of gain related to above-market rent concession	(17,640)
Recognized gain on sale	$ 6,442	$ 0

Leases (Details 1)

Leases (Details 1) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Right of Use Assets:
Cost basis	$ 31,825	$ 19,221
Accumulated amortization	(2,121)	(732)
Net	29,704	18,489
Right of Use Liabilities:
Current	4,783	4,798
Long-term	25,005	13,686
Total	29,788	18,484
Deferred Lease Incentive Obligation:
Current	882	0
Long-term	16,758	0
Total	$ 17,640	$ 0

Leases (Details 2)

Leases (Details 2) $ in Thousands	Mar. 31, 2019USD ($)
2019	$ 6,965
2020	5,279
2021	4,138
2022	3,909
2023	3,461
Thereafter	30,135
Total	53,887
Less imputed interest	(24,099)
Present value of minimum lease payments	29,788
Gross Payments
2019	8,435
2020	6,749
2021	5,608
2022	5,379
2023	4,931
Thereafter	40,425
Total	71,527
Less imputed interest	(24,099)
Present value of minimum lease payments	47,428
Lease Incentive
2019	(1,470)
2020	(1,470)
2021	(1,470)
2022	(1,470)
2023	(1,470)
Thereafter	(10,290)
Total	(17,640)
Less imputed interest	0
Present value of minimum lease payments	$ (17,640)

Debt (Details)

Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively	$ 24,506	$ 4,694
Less: current portion	(10,790)	(3,369)
Long-term debt, less current maturities	13,716	1,325
EWB Credit Facility Term Loan [Member]
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively	14,458	0
EWB Revolver [Member]
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively	10,000	0
Installment notes payable [Member]
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively	48	66
Siena Revolver [Member]
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively	0
Mortgage payable to a foreign bank [Member]
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively	$ 0
Revolving Note Payable Due Bank [Member]
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively		2,000
Sellers Note Payable [Member]
Notes payable, net of unamortized discounts of $98,575 and $121,069 as of December 31, 2016 and 2015, respectively		$ 2,628

Debt (Details 1)

Debt (Details 1) $ in Thousands	Mar. 31, 2019USD ($)
Debt Disclosure [Abstract]
2020	$ 10,790
2021	1,505
2022	1,503
2023	11,250
Total	$ 25,048

Stock-Based Compensation (Detai

Stock-Based Compensation (Details)	3 Months Ended
	Mar. 31, 2019$ / sharesshares
Stock-based Compensation
Options Outstanding, Beginning Balance | shares	2,786
Options, Granted | shares	214
Options, Forfeited | shares	(41)
Options, Vested | shares	(200)
Non-vested options Outstanding, Ending Balance | shares	2,759
Vested Options at the end of the year | shares	935
Weighted average grant date fair value Outstanding, Beginning Balance | $ / shares	$ 2.84
Weighted average grant date fair value, Granted | $ / shares	5.17
Weighted average grant date fair value, Vested | $ / shares	3.87
Weighted average grant date fair value, Forfeited | $ / shares	2.09
Weighted average grant date fair value Outstanding, Ending Balance | $ / shares	3.06
Vested Options weighted average fair value | $ / shares	$ 2.59
Weighted Average Remaining Contractual Life, Beginning	9 years
Weighted Average Remaining Contractual Life, Ending	8 years 9 months 18 days

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details 1)	3 Months Ended
	Mar. 31, 2019$ / shares
Stockholders Equity Details 1Abstract
Grant date fair value of common stock (exercise price)	$ 5.17
Expected term (years)	5 years 1 month 6 days
Expected volatility	116.00%
Dividend yield	0.00%
Risk-free interest rate	2.20%

Stock-Based Compensation (Det_3

Stock-Based Compensation (Details 2) - Restricted Stock $ in Thousands	3 Months Ended
	Mar. 31, 2019USD ($)shares
LTI Plan Equity
Number of shares Outstanding, Beginning Balance | shares	1,151
Restricted shares issued | shares	91
Number of shares, Other | shares	35
Number of shares, Forfeited | shares	(1)
Number of shares, Vested | shares	(383)
Number of shares Outstanding, Ending Balance | shares	893
Intrinsic value, end of year	$ 4,699
Unvested Compensation, Beginning Balance	3,988
Shares issued, Unvested Compensation	500
Shares other, Unvested Compensation	76
Shares Forfeited, Unvested Compensation	(4)
Shares, Vested, Unvested Compensation	(1,347)
Unvested Compensation, Ending Balance	$ 3,213
LTI Plan Liability
Number of shares Outstanding, Beginning Balance | shares	474
Restricted shares issued | shares	0
Number of shares, Other | shares	0
Number of shares, Forfeited | shares	(1)
Number of shares, Vested | shares	0
Number of shares Outstanding, Ending Balance | shares	473
Intrinsic value, end of year	$ 2,490
Unvested Compensation, Beginning Balance	2,490
Shares issued, Unvested Compensation	0
Shares other, Unvested Compensation	0
Shares Forfeited, Unvested Compensation	0
Shares, Vested, Unvested Compensation	(570)
Unvested Compensation, Ending Balance	$ 1,920
Non-Plan Awards
Number of shares Outstanding, Beginning Balance | shares	629
Restricted shares issued | shares	0
Number of shares, Other | shares	0
Number of shares, Forfeited | shares	0
Number of shares, Vested | shares	(262)
Number of shares Outstanding, Ending Balance | shares	367
Intrinsic value, end of year	$ 1,929
Unvested Compensation, Beginning Balance	64
Shares issued, Unvested Compensation	0
Shares other, Unvested Compensation	0
Shares Forfeited, Unvested Compensation	0
Shares, Vested, Unvested Compensation	(54)
Unvested Compensation, Ending Balance	$ 10

Stock-Based Compensation (Det_4

Stock-Based Compensation (Details 3) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Promissory note issued for acquisition of Xing Beverage, LLC
Stock options	$ 1,315		$ 157
Restricted stock awards	1,972		220
Total share based compensation	$ 3,287	$ 377	$ 377

Net Loss Per Share (Details)

Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Earnings Per Share [Abstract]
Stock options	2,759	1,257
Unvested shares issued	139	1,027
Unissued and unvested awards to Morinda employees	1,227	0
Non-plan restricted stock awards	367	982
Weighted average shares outstanding - Diluted	4,492	3,266

Segments and Geographic Concent

Segments and Geographic Concentrations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Total revenues	$ 58,307	$ 11,558
Gross profit	38,576	2,616
Total Assets	349,451		$ 286,932
Capital expenditures	411	64
Morinda
Total revenues	48,222	0
Gross profit	37,705	0
Total Assets	243,809		206,222
Capital expenditures	116	0
New Age
Total revenues	10,085	11,558
Gross profit	871	2,616
Total Assets	105,642		$ 80,710
Capital expenditures	$ 295	$ 64

Segments and Geographic Conce_2

Segments and Geographic Concentrations (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues	$ 58,307	$ 11,558
United States of America
Revenues	16,455	11,558
International
Revenues	$ 41,852	$ 0