Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 23, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | TALON INTERNATIONAL, INC. | ||
Trading Symbol | TALN | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 92,267,831 | ||
Entity Public Float | $ 5,803,237 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,047,881 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 2,852,315 | $ 2,603,138 |
Accounts receivable, net | 3,796,209 | 3,019,749 |
Inventories, net | 655,360 | 506,272 |
Current deferred income tax assets, net | 997,067 | 746,370 |
Prepaid expenses and other current assets | 554,389 | 551,775 |
Total current assets | 8,855,340 | 7,427,304 |
Property and equipment, net | 781,893 | 584,586 |
Intangible assets, net | 4,313,948 | 4,300,084 |
Deferred income tax assets, net | 5,046,345 | 5,374,468 |
Other assets | 267,325 | 246,607 |
Total assets | 19,264,851 | 17,933,049 |
Current liabilities: | ||
Accounts payable | 6,087,561 | 6,191,954 |
Accrued commissions | 645,503 | 375,407 |
Other accrued expenses | 1,956,130 | 2,028,156 |
Current portion of term loan payable | 1,816,667 | |
Current portion of capital lease obligations | 21,940 | |
Total current liabilities | 9,237,805 | 11,882,842 |
Capital lease obligations, net of current portion | 60,784 | |
Deferred income tax liabilities | 5,406 | 13,961 |
Other liabilities | 257,903 | 26,077 |
Total liabilities | $ 13,054,670 | $ 12,799,461 |
Commitments and contingencies (Note 7) | ||
Stockholders’ Equity: | ||
Common Stock, $0.001 par value, 300,000,000 shares authorized; 92,267,831 shares issued and outstanding at December 31, 2015 and 2014 | $ 92,268 | $ 92,268 |
Additional paid-in capital | 64,754,306 | 64,175,254 |
Accumulated deficit | (58,738,782) | (59,250,109) |
Accumulated other comprehensive income | 102,389 | 116,175 |
Total stockholders’ equity | 6,210,181 | 5,133,588 |
Total liabilities and stockholders’ equity | 19,264,851 | 17,933,049 |
Union Bank [Member] | ||
Current liabilities: | ||
Revolving credit loan, net of deferred financing costs | 1,470,658 | |
Current portion of term loan payable | 1,816,667 | |
Term loan payable, net of current portion and deferred financing cost | $ 876,581 | |
Employee Severance [Member] | ||
Current liabilities: | ||
Accrued severance payments | 526,671 | |
Princess Investment Holdings, Inc [Member] | Line of Credit [Member] | ||
Current liabilities: | ||
Revolving line of credit from related party, net of discounts and deferred financing costs | $ 3,492,772 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Common Stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, shares issued | 92,267,831 | 92,267,831 |
Common Stock,shares outstanding | 92,267,831 | 92,267,831 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Net sales | $ 48,352,699 | $ 49,322,684 | $ 52,447,387 | |
Cost of goods sold | 32,069,601 | 33,314,773 | 35,474,536 | |
Gross profit | 16,283,098 | 16,007,911 | 16,972,851 | |
Sales and marketing expenses | 6,414,932 | 6,330,386 | 5,889,087 | |
General and administrative expenses | 8,447,694 | 7,937,820 | 8,326,540 | |
Total operating expenses | 14,862,626 | 14,268,206 | 14,215,627 | |
Income from operations | 1,420,472 | 1,739,705 | 2,757,224 | |
Loss on extinguishment of debt | 134,049 | |||
Interest expense, net | 513,435 | 411,270 | 25,777 | [1] |
Income before provision for income taxes | 772,988 | 1,328,435 | 2,731,447 | |
Provision for (benefit from) income taxes, net | 261,661 | 756,366 | (6,999,640) | |
Net income | 511,327 | 572,069 | 9,731,087 | |
Other comprehensive income (loss) - | ||||
Foreign currency translation | (13,786) | 1,390 | 47,303 | |
Series B Preferred Stock liquidation preference increase | (1,914,470) | |||
Series B Preferred Stock redemption discount, net | 6,939,257 | |||
Net income applicable to Common Stockholders | $ 511,327 | $ 572,069 | $ 14,755,874 | |
Per share amounts: | ||||
Net income (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.17 | |
Net income redeemed from Preferred Stockholders (in Dollars per share) | 0.09 | |||
Basic net income applicable to Common Stockholders (in Dollars per share) | 0.01 | 0.01 | 0.26 | |
Diluted net income applicable to Common Stockholders (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.24 | |
Weighted average number of common shares outstanding - Basic (in Shares) | 92,267,831 | 92,153,648 | 56,213,272 | |
Weighted average number of common shares outstanding - Diluted (in Shares) | 93,521,809 | 94,301,166 | 60,554,721 | |
Net income | $ 511,327 | $ 572,069 | $ 9,731,087 | |
Total comprehensive income | $ 497,541 | $ 573,459 | $ 9,778,390 | |
[1] | Interest expense related to a retired Debt Facility. |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders’ Equity (Deficit) - USD ($) | Series B Convertible Preferred Stock [Member]Retained Earnings [Member] | Series B Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance, January 1, 2013 at Dec. 31, 2012 | $ 23,401 | $ 58,458,731 | $ 67,482 | $ (74,578,052) | $ (16,028,438) | ||
Balance, January 1, 2013 (in Shares) at Dec. 31, 2012 | 23,400,808 | ||||||
Balance, December 31 at Dec. 31, 2013 | $ 91,342 | 64,046,631 | 114,785 | (59,822,178) | 4,430,580 | ||
Balance, December 31 (in Shares) at Dec. 31, 2013 | 91,342,215 | ||||||
Stock based compensation | 538,781 | 538,781 | |||||
Foreign currency translation | 47,303 | 47,303 | |||||
Series B preferred stock liquidation preference increase | $ (1,914,470) | $ (1,914,470) | 1,914,470 | ||||
Series B preferred stock redemption discount, net | $ 6,939,257 | $ 6,939,257 | 6,939,257 | ||||
Common stock issued, net | $ 61,111 | 5,276,218 | 5,337,329 | ||||
Common stock issued, net (in Shares) | 61,111,109 | ||||||
RSU’s settlement in common stock | $ 7,401 | (7,401) | |||||
RSU’s settlement in common stock (in Shares) | 7,401,300 | ||||||
Common stock redemption | $ (576) | (218,304) | (218,880) | ||||
Common stock redemption (in Shares) | (576,000) | ||||||
Exercise of stock options | $ 5 | (1,394) | (1,389) | ||||
Exercise of stock options (in Shares) | 4,998 | ||||||
Net income | 9,731,087 | 9,731,087 | |||||
Balance, December 31 at Dec. 31, 2014 | $ 92,268 | 64,175,254 | 116,175 | (59,250,109) | 5,133,588 | ||
Balance, December 31 (in Shares) at Dec. 31, 2014 | 92,267,831 | ||||||
Stock based compensation | 243,377 | 243,377 | |||||
Foreign currency translation | 1,390 | 1,390 | |||||
RSU’s settlement in common stock | $ 611 | (136,812) | (136,201) | ||||
RSU’s settlement in common stock (in Shares) | 610,894 | ||||||
Exercise of stock options | $ 315 | 22,058 | 22,373 | ||||
Exercise of stock options (in Shares) | 314,722 | ||||||
Net income | 572,069 | 572,069 | |||||
Balance, January 1, 2013 at Dec. 31, 2013 | $ 91,342 | 64,046,631 | 114,785 | (59,822,178) | 4,430,580 | ||
Balance, January 1, 2013 (in Shares) at Dec. 31, 2013 | 91,342,215 | ||||||
Balance, December 31 at Dec. 31, 2015 | $ 92,268 | 64,754,306 | 102,389 | (58,738,782) | 6,210,181 | ||
Balance, December 31 (in Shares) at Dec. 31, 2015 | 92,267,831 | ||||||
Balance, January 1, 2013 at Dec. 31, 2014 | $ 92,268 | 64,175,254 | 116,175 | (59,250,109) | 5,133,588 | ||
Balance, January 1, 2013 (in Shares) at Dec. 31, 2014 | 92,267,831 | ||||||
Balance, December 31 at Dec. 31, 2015 | $ 92,268 | 64,754,306 | 102,389 | (58,738,782) | 6,210,181 | ||
Balance, December 31 (in Shares) at Dec. 31, 2015 | 92,267,831 | ||||||
Stock based compensation | 129,052 | 129,052 | |||||
Foreign currency translation | $ (13,786) | (13,786) | |||||
Issuance of warrants to related party | $ 450,000 | $ 450,000 | |||||
Exercise of stock options (in Shares) | 0 | ||||||
Net income | $ 511,327 | $ 511,327 |
Consolidated Statements of Sto6
Consolidated Statements of Stockholders’ Equity (Deficit) (Parentheticals) | Dec. 31, 2013shares |
Series A Preferred Stock [Member] | |
Series A Preferred Stock, Shares Authorized | 250,000 |
Series A Preferred Stock, Shares Issued | 0 |
Series A Preferred Stock, Shares Outstanding | 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 511,327 | $ 572,069 | $ 9,731,087 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 257,376 | 265,590 | 493,981 |
Gain (loss) on disposal of equipment | 122 | 2,297 | (408) |
Loss on extinguishment of debt | 134,049 | ||
Amortization of deferred financing cost and debt discounts | 174,474 | 90,572 | |
Stock based compensation | 129,052 | 243,377 | 538,781 |
Deferred income taxes (benefits), net | 68,186 | 305,074 | (7,358,541) |
Bad debt expense, net | 19,938 | 14,624 | 42,204 |
Inventory valuation provisions (recoveries), net | 19,973 | (16,949) | 65,241 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (826,936) | 539,056 | 36,185 |
Inventories | (170,788) | 310,876 | (134,870) |
Prepaid expenses and other current assets | (7,660) | 26,796 | (117,803) |
Other assets | (22,847) | (36,458) | (26,322) |
Accounts payable and accrued expenses | 748,445 | (1,432,069) | 86,179 |
Other liabilities | 38,493 | 3,904 | (163,882) |
Net cash provided by operating activities | 1,073,204 | 888,759 | 3,191,832 |
Cash flows from investing activities: | |||
Proceeds from the sale of equipment | 509 | 2,783 | 2,325 |
Acquisitions of property and equipment | (224,046) | (227,989) | (330,948) |
Acquisitions of intangibles | (26,948) | (46,057) | |
Net cash used in investing activities | (250,485) | (271,263) | (328,623) |
Cash flows from financing activities: | |||
Common stock issued | 5,500,000 | ||
Proceeds from exercise of stock options | 29,709 | ||
Common stock issuance costs | (162,671) | ||
Series B preferred stock redemption costs | (154,429) | ||
Series B preferred stock redemption | (13,000,000) | ||
Common stock redemptions | (218,880) | ||
Payments related to taxes on exercise of stock options and settlement of RSU’S | (143,537) | (1,389) | |
Financing costs associated with credit facilities | (147,669) | (10,000) | (250,000) |
Payment of capital leases | (12,017) | (3,247) | |
Net cash used in financing activities | (493,020) | (1,790,494) | (8,090,616) |
Net effect of foreign currency exchange translation on cash | (80,522) | (3,372) | 79,582 |
Net increase (decrease) in cash and cash equivalents | 249,177 | (1,176,370) | (5,147,825) |
Cash and cash equivalents at beginning of period | 2,603,138 | 3,779,508 | 8,927,333 |
Cash and cash equivalents at end of period | 2,852,315 | 2,603,138 | 3,779,508 |
Union Bank [Member] | |||
Cash flows from financing activities: | |||
Revolving Borrowings | 700,000 | 1,000,000 | 1,000,000 |
Repayments of revolving credit loan | (2,200,000) | (500,000) | |
Term Loan Payable [Member] | Union Bank [Member] | |||
Cash flows from financing activities: | |||
Term loan payable borrowing | 5,000,000 | ||
Payment of note payable | (2,833,334) | $ (2,166,666) | |
Promissory Note [Member] | |||
Cash flows from financing activities: | |||
Payment of note payable | $ (5,800,000) | ||
Princess Investment Holdings, Inc [Member] | Line of Credit [Member] | |||
Cash flows from financing activities: | |||
Revolving Borrowings | $ 4,000,000 |
Supplemental Disclosures of Cas
Supplemental Disclosures of Cash Flow Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash received (paid) during the period for: | |||
Interest paid | $ (310,379) | $ (324,842) | $ (29,199) |
Interest received | 2,764 | 3,863 | 4,415 |
Income tax paid, net (principally foreign) | (150,818) | (417,589) | (428,286) |
Non-cash financing activities: | |||
Warrants issued to related party | 450,000 | ||
Capital lease obligation | 94,741 | ||
Interest accrued on revolving line of credit from related party | 11,346 | ||
Series B preferred stock liquidation preference increase | (1,914,470) | ||
Series B preferred stock redemption discount | 7,093,686 | ||
Series B preferred stock redemption through issuance of promissory note | 5,800,000 | ||
Non-cash exercise of stock options and settlements of RSU’s in common stock | 649 | 7,401 | |
Warrants Issued To Related Party [Member] | |||
Non-cash financing activities: | |||
Warrants issued to related party | 450,000 | ||
Effect of Foreign Currency Translation on Net Assets [Member] | |||
Non-cash financing activities: | |||
Lease incentives | (13,786) | 1,390 | 47,303 |
Effect of foreign currency translation on net assets | (13,786) | $ 1,390 | $ 47,303 |
Leasehold Improvements [Member] | |||
Non-cash financing activities: | |||
Lease incentives | 133,333 | ||
Effect of foreign currency translation on net assets | $ 133,333 |
Note 1 - Summary of Significant
Note 1 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Talon International, Inc. (together with its subsidiaries, the “Company”) is an apparel company that specializes in the distribution of trim items to manufacturers of fashion apparel, specialty retailers and mass merchandisers. The Company acts as a full service outsourced trim management department for manufacturers, a specified supplier of trim items to owners of specific brands, brand licensees and retailers, a manufacturer and distributor of zippers under the Talon Tekfit Organization and Basis of Presentation Talon International, Inc. is the parent holding company of Talon Technologies, Inc., a California corporation (“Talon Tech”), formerly A.G.S. Stationery, Inc., Tag-It Pacific Limited, a Hong Kong corporation (“Tag-It HK”), Talon Zipper (Shenzhen) Co. Ltd., a China corporation and Talon International Private Limited, an India corporation (collectively, the “Subsidiaries”), all of which are wholly-owned operating subsidiaries of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. Assets and liabilities of foreign subsidiaries are translated at rates of exchange in effect at the close of the period. Revenues and expenses are translated at the weighted average of exchange rates in effect during the year. The resulting translation gains and losses are deferred and are shown as a separate component of stockholders’ equity, if material, and transaction gains and losses, if any, are recorded in the consolidated statement of operations in the period incurred. During 2015, 2014 and 2013, foreign currency translation and transaction gains and losses were not material. The Company does not engage in hedging activities with respect to exchange rate risk. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The accounting estimates that require the Company’s most significant, difficult and subjective judgments include the valuation of allowances for accounts receivable and inventory, the assessment of recoverability of long-lived assets and intangible assets, stock-based compensation and the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions). Actual results could differ materially from the Company’s estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The Company had approximately $2.9 million and $2.4 million at financial institutions in excess of governmentally insured limits at December 31, 2015 and 2014. Allowance for Accounts Receivable Doubtful Accounts The Company is required to make judgments as to the collectibility of accounts receivable based on established aging policy, historical experience and future expectations. The allowances for doubtful accounts represent allowances for customer trade accounts that are estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their net realizable value. The Company records these allowances based on estimates related to the following factors: (i) customer specific allowances; (ii) amounts based upon an aging schedule; and (iii) an estimated amount based on the Company’s historical experience for issues not yet identified. The Company writes off an account when it is considered to be uncollectible. The total allowance for accounts receivable doubtful accounts at December 31, 2015 and 2014 was $67,217 and $50,563, respectively. Inventories Inventories are stated at the lower of cost, determined using the first-in, first-out basis, or market value and are all substantially finished goods. The costs of inventory include the purchase price, inbound freight and duties, conversion costs and certain allocated production overhead costs. Inventory reserves are recorded for damaged, obsolete, excess and slow-moving inventory. The Company uses estimates to record these reserves. Slow-moving inventory is reviewed by category and may be partially or fully reserved for depending on the type of product and the length of time the product has been included in inventory. Reserve adjustments are made for the difference between the cost of the inventory and the estimated market value, if lower, and charged to operations in the period in which the facts that give rise to these adjustments become known. Market value of inventory is estimated based on the impact of market trends, an evaluation of economic conditions and the value of current orders relating to the future sales of this type of inventory. Inventories consist of the following: December 31, 2015 2014 Finished goods $ 724,372 $ 705,368 Less: Inventory valuation reserves (69,012 ) (199,096 ) Inventories, net $ 655,360 $ 506,272 Impairment of Long-Lived Assets The Company records impairment charges when the carrying amounts of long-lived assets are determined not to be recoverable. Impairment is measured by assessing the usefulness of an asset or by comparing the carrying value of an asset to its fair value. Fair value is typically determined using quoted market prices, if available, or an estimate of undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of impairment loss is calculated as the excess of the carrying value over the fair value. Changes in market conditions and management strategy have historically caused us to reassess the carrying amount of the Company’s long-lived assets. The Company completed the required assessment as at the end of 2015 and 2014, and noted no impairment. Property and Equipment Property and equipment are recorded at historical cost. Maintenance and repairs are expensed as incurred. Upon retirement or other disposition of property and equipment, the related cost and accumulated depreciation or amortization are removed from the accounts and any gains or losses are included in results of operations. Property and equipment consist of the following: December 31, Depreciable L ife 2015 2014 In Y ears (1) Office equipment and computer related $ 4,126,720 $ 4,055,517 3 - 5 Machinery and production related equipment 971,502 914,000 5 - 10 Leasehold improvements (2) 620,007 474,269 Furniture and fixtures 347,505 256,903 5 Cost, total 6,065,734 5,700,689 Less: Accumulated depreciation and amortization (5,283,841 ) (5,116,103 ) Property and equipment, net $ 781,893 $ 584,586 (1) Depreciation of property and equipment is computed using the straight-line method based on estimated useful lives as shown above. (2) Depreciable life for leasehold improvements represents the term of the lease or the estimated life of the related improvements, whichever is shorter. Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $244,292, $252,507 and $481,148, respectively. Intangible Assets, net Intangible assets consist of the Talo Intangibles - Goodwill and Other . Property, Plant and Equipment . From time to time the Company makes investments in product and technical opportunities that are complimentary to or enhancements to its apparel accessories business. During the years ended December 31, 2015 and 2014, the Company invested $26,948 and $46,057, respectively in the acquisition of intellectual property rights complimentary to the Company’s Talon Zipper products. As of December 31, 2015 and December 31, 2014 the Company had accumulated investments of $73,005 and $46,057, respectively, for intellectual property rights complimentary to the Company’s Talon Zipper products, which were not yet in service. Intangible assets as of December 31, 2015 and 2014 are as follows: Dec e mber 31, 2015 2014 Tradename - Talon trademark $ 4,110,751 $ 4,110,751 Intellectual property rights and exclusive license 251,727 224,779 Less: Accumulated amortization (48,530 ) (35,446 ) Intellectual property rights, net 203,197 189,333 Intangible assets, net $ 4,313,948 $ 4,300,084 Amortization expense for intangible assets was $13,084 for the years ended December 31, 2015 and 2014 and $12,833 for the year ended December 31, 2013. Revenue Recognition Sales are recognized when persuasive evidence of an arrangement exists, product delivery has occurred, pricing is fixed or determinable and collection is reasonably assured. Sales resulting from customer buy-back agreements, or associated inventory storage arrangements, are recognized upon delivery of the products to the customer, the customer’s designated manufacturer, or upon notice from the customer to destroy or dispose of the goods. Sales, provisions for estimated sales returns and the cost of goods sold are recorded at the time title transfers to customers. Actual product returns are charged against estimated sales return allowances. Sales rebates and discounts are common practice in the industries in which the Company operates. Volume, promotional, price, cash and other discounts and customer incentives are accounted for as a reduction to gross sales. Rebates and discounts are recorded based upon estimates at the time products are sold. These estimates are based upon historical experience for similar programs and products. The Company reviews such rebates and discounts on an ongoing basis and accruals for rebates and discounts are adjusted, if necessary, as additional information becomes available. Shipping and Handling Costs The Company records shipping and handling costs billed to customers as a component of revenue and shipping and handling costs incurred by the Company for outbound freight are recorded as a component of cost of goods sold. Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carry-forwards. Deferred tax liabilities and assets at the end of each period are determined using enacted tax rates. The Company records deferred tax assets arising from temporary timing differences between recorded net income and taxable net income when and if the Company believes that future earnings will be sufficient to realize the tax benefit. For those jurisdictions where the expiration date of tax benefit carry-forwards or the projected taxable earnings indicate that realization is not likely, a valuation allowance is provided. The provisions of FASB ASC 740, " Income Taxes The Company believes that its estimate of deferred tax assets and determination to record a valuation allowance against such assets are critical accounting estimates because they are subject to, among other things, an estimate of future taxable income, which is susceptible to change and dependent upon events that may or may not occur, and because the impact of recording a valuation allowance may be material to the assets reported on the balance sheet and results of operations. On December 31, 2013 the Company recognized deferred tax assets, net in the amount of $7,491,957 principally associated with our U.S. operating loss carryforwards. As of December 31, 2013, after careful evaluation of the Company’s historical operating results, business operation model, specific cost and income considerations and projected earnings, the Company concluded that there was sufficient evidence to ensure that it is more likely than not that the Company will be able to substantially utilize its U.S. operating loss carryforwards (See Note 6). As a result of the implementation of ASC 740-10 relating to unrecognized tax benefits, the Company recognized an increase in liabilities for unrecognized tax benefits of approximately $245,800, which was accounted for as an increase in the January 1, 2007 accumulated deficit. The amount subsequently increased due to interest and penalties accrual. During the year ended December 31, 2013, the Company recorded an income tax benefit due to the elimination of a tax liability of $135,177, recorded in 2007, which was associated with tax positions that could have been subject to reversal upon a regulatory review. The time limit for regulatory assessment of the tax liability expired and the liability was removed (See Note 6). No unrecognized tax benefits were recorded during the years ended December 31, 2014 and 2015. Stock-Based Compensation The Company has employee equity incentive plans, which are described more fully in Note 4. The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values in accordance with FASB ASC 718 “ Compensation - Stock Compensation ASC 718 requires companies to estimate the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Statements of Operations. Stock-based compensation expense recognized in the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 included compensation expense for share-based payment awards granted prior to, but not yet vested as of January 1 of the applicable year based on the grant date fair value estimated in accordance with the pro-forma provisions of ASC 718, and compensation expense for the share-based payment awards granted subsequent to January 1 based on the grant date fair value estimated in accordance with the provisions of ASC 718. For stock-based awards issued to employees and directors, stock-based compensation is attributed to expense using the straight-line single option method. As stock-based compensation expense recognized in the Consolidated Statements of Operations and Comprehensive Income for 2015, 2014 and 2013 is based on awards expected to vest, in accordance with ASC 718, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company’s determination of fair value of share-based payment awards to employees and directors on the date of grant uses the Black-Scholes model, which is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the expected term of the awards and actual and projected employee stock option exercise behaviors. The Company estimates expected volatility using historical data. The expected option term is estimated using the “safe harbor” provisions under ASC 718. Foreign Currency Translation The Company has operations and holds assets in various foreign countries. The local currency is the functional currency for the Company’s subsidiaries in China and India. Assets and liabilities are translated at end-of-period exchange rates while revenues and expenses are translated at the average exchange rates in effect during the period. Equity is translated at historical rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive income until the translation adjustments are realized. Gains and losses resulting from foreign currency transactions and remeasurement adjustments of monetary assets and liabilities not held in an entity’s functional currency, which primarily affects the Company’s subsidiary in Hong Kong where the local currency of the Hong Kong Dollar is not the functional currency, are included in earnings. Classification of Expenses Cost of Goods Sold Sales and Marketing Expense – General and Administrative Expenses Interest Expense and Interest Income Comprehensive Income Comprehensive income consists of net income and unrealized income on foreign currency translation adjustments. The foreign currency translation adjustment represents the net currency translation gains and losses related to our China and India subsidiaries, which have not been reflected in the net income for the periods presented. The Company reports comprehensive income in accordance with Topic 220 “ Comprehensive Income ,” Presentation of Comprehensive Income Litigation The Company currently has pending various claims and complaints that arise in the ordinary course of the business. The Company believes that there are meritorious defenses to these claims and that the claims are either covered by insurance or would not have a material effect on its consolidated financial condition if adversely determined against the Company. Fair Value of Financial Instruments FASB ASC 820, “Fair V alue M easurements and D isclosures ” Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments include cash and cash equivalents, accounts receivable, other assets, accounts payable, accrued expenses, revolving line of credit from related party, revolving credit loan, term loan payable, capital lease obligations and other liabilities. The book value of the financial instruments is representative of their fair values. In accordance with ASC 820, the Company measures its cash equivalents at fair value. The Company’s cash equivalents are classified within Level 1 and valued primarily using quoted market prices utilizing market observable inputs. At December 31, 2015 and 2014, cash equivalents consisted of money market fund balances measured at fair value on a recurring basis; fair value of the Company’s money market funds was approximately $860,000 and $1,018,000, respectively. Presentation In order to facilitate the comparison of financial information, certain amounts reported in the prior year have been reclassified to conform to the current year presentation. New Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02 “ L eases In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes ” In August 2015, the FASB issued ASU 2015-15, “ Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Simplifying the Presentation of Debt Issuance Costs ” In July 2015, the FASB issued ASU 2015-11, “ Simplifying the Measurement of Inventory ” In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers ” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date |
Note 2 - Credit Facilities, Lon
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Disclosure [Member] | |
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions [Line Items] | |
Debt Disclosure [Text Block] | NOTE 2 - CREDIT FACILITIES, LONG TERM OBLIGATIONS AND RELATED PARTY TRANSACTIONS Revolving Line of Credit from Related Party On August 10, 2015, the Company entered into a loan and reimbursement agreement (“Loan Agreement”) with Princess Investment Holdings Inc. (“Princess Investment”). Princess Investment may be deemed an affiliate of Kutula Holdings, Ltd., a significant stockholder of the Company which also has the contractual right to designate a director to the Company’s Board of Directors. Pursuant to the Loan Agreement, Princess Investment agreed to make available to the Company a loan of up to $3,000,000 (“Revolving Line of Credit”). Advances under the Loan Agreement accrued interest initially on the unpaid principal balance at an annual rate of 12.5%. Accrued interest on the Revolving Line of Credit was payable monthly beginning September 1, 2015, and the principal amount was payable in monthly installments beginning September 1, 2016 and continuing through the maturity date of August 10, 2018. Pursuant to the Loan Agreement, the Company issued Princess Investment warrants to purchase 1,000,000 shares of the Company’s common stock. The warrants are exercisable immediately upon issuance for a five-year period at an exercise price of $0.18 per share on a cashless basis. On August 11, 2015, the Company received an advance from Princess Investment under the Loan Agreement in the amount of $1,500,000, of which $1,440,278 was used to pay off the Term Loan Payable to MUFG Union Bank N.A. on August 12, 2015 (See Retired Union Bank Credit Facilities ). The Company borrowed an additional $500,000 through December 21, 2015, and had an outstanding balance of $2,000,000 under the Revolving Line of Credit from Princess Investment at December 21, 2015. On December 21, 2015, the Company entered into an amended and restated credit agreement (the “Princess Investment Credit Agreement”) with Princess Investment, which amended the existing Loan Agreement, dated August 10, 2015, with Princess Investment to, among other things, increase the borrowing availability under the Loan Agreement from $3,000,000 to $6,000,000 and extend the maturity date of the loan to December 21, 2020 (the “Maturity Date”). The Princess Investment Credit Agreement requires the Company to comply with certain financial covenants, including a requirement not to incur a loss after taxes (as calculated in accordance with GAAP) of more than $1,000,000 in the aggregate for any two consecutive fiscal quarters, not to incur a loss after taxes for any three consecutive fiscal quarters and not to incur a loss after taxes for any trailing twelve month period ending at the end of any fiscal quarter. Princess Investment will make advances under the Revolving Line of Credit from time to time as requested by the Company. The Company may prepay the Revolving Line of Credit at any time, and amounts prepaid may be re-borrowed through November 21, 2020. Under the amended terms, the Revolving Line of Credit will accrue interest on the unpaid principal balance at an annual rate of 11.5%. Interest on the Revolving Line of Credit for the period from December 21, 2015 through December 1, 2016 will accrue and be added to principal on December 1, 2016, and thereafter interest will be payable monthly in arrears. No principal payments will be due during the period ending December 31, 2017. Thereafter, principal will payable $25,000 per month during the twelve months ended December 31, 2018, $35,000 per month during the twelve months ended December 31, 2019 and $50,000 per month during the twelve months ended December 31, 2020, with the remaining outstanding principal amount payable on the Maturity Date. The Princess Investment Credit Agreement continues to require payment of a $60,000 loan fee at maturity. The payment and performance of all the indebtedness and other obligations to Princess Investment, including all borrowings under the Princess Investment Credit Agreement, are guaranteed by the subsidiaries Talon Technologies, Inc. and Tag-It Pacific Limited pursuant to a Guaranty Agreement entered into on August 10, 2015, as amended on December 21, 2015. The payment and performance of all of the indebtedness and other obligations to Princess Investment under the Princess Investment Credit Agreement and related agreements are secured by liens on substantially all of the Company’s assets and the assets of the Company’s subsidiary guarantors pursuant to a Pledge and Security Agreement entered into on August 10, 2015, as amended on December 21, 2015. Pursuant to the Princess Investment Credit Agreement, the Company issued to Princess Investment warrants to purchase 2,000,000 shares of its common stock. The warrants are exercisable immediately upon issuance for a five-year period at an exercise price of $0.18 per share, and include a “cashless” exercise option. On December 23, 2015, the Company received an advance from Princess Investment under the Princess Investment Credit Agreement in the amount of $2,000,000, of which $1,622,000 was used to pay in full all indebtedness outstanding under the Commercial Credit Agreement, dated December 31, 2013, with MUFG Union Bank N.A., which indebtedness was scheduled to mature on December 31, 2015. Upon repayment of the indebtedness under the Credit Agreement, Union Bank released its liens on the Company’s assets and those of the Company’s subsidiaries, Princess Investment became the only secured lender, and in addition to the Credit Agreement, the following agreements (the “Security Agreements”) terminated in accordance with their terms: Continuing Guaranties, dated December 31, 2013, executed by the Company’s current subsidiaries, Talon Technologies, Inc. and Tag-It Pacific Limited in favor of Union Bank; Security Agreements, dated December 31, 2013, executed by the Company and its current domestic subsidiary, Talon Technologies, Inc., and Union Bank; a Debenture executed by Tag-It Pacific Limited and Union Bank; an Intercreditor Agreement, dated August 10, 2015, among the Company, Princess Investment and Union Bank; and a Subordination Agreement, dated August 10, 2015, among the Company, Princess Investment and Union Bank. After consideration of FASB ASC 480 “ Distinguishing Liability and Equity Derivatives and Hedging the Company concluded that the warrants issued to Princess Investment should be recorded as an equity instrument. The fair value of the first one million warrants of $130,000 issued with the debt facility at August 10, 2015 and the fair value of the additional two million warrants of $320,000 issued with this debt facility at December 21, 2015 were valued using the Black-Scholes model. The fair value of the warrants was recorded as additional paid in capital and reflected as a debt discount to the face value of the Revolving Line of Credit, which discount is amortized over the term of the Loan and recognized as additional interest cost as amortized. Total interest related to the Revolving Line of Credit for the year ended December 31, 2015 amounted to $94,907. Total financing costs related to the Revolving Line of Credit during the year ended December 31, 2015 amounted to $107,965, of which $60,000 will be paid upon maturity and are amortized over the five year term of the Line of Credit. The Company early adopted ASU 2015-03, “ Interest – Imputation of Interest Simplifying the Presentation of Debt Issuance Costs At December 31, 2015, the Company had an outstanding principal balance of $4,011,346 under the Revolving Line of Credit, and approximately $2,000,000 remained in available borrowings under the Revolving Line of Credit as of December 31, 2015. December 31, 2015 2014 $4,000,000 revolving line of credit from related party and accrued interest payable per terms under Princess Investment Credit Agreement through maturity date of December 21, 2020; interest at a rate per annum of 11.5% as of December 31, 2015 $ 4,011,346 $ - Less: Debt discounts net of related amortization (428,114 ) - Less: Deferred financing costs net of related amortization (90,460 ) - 3,492,772 - Less: Current portion - - Revolving line of credit, net of debt discounts, deferred financing costs and current portion $ 3,492,772 $ - Future minimum annual payments under the Revolving Line of Credit obligation are as follows: Years ending December 31 , Amount Principal (1) Interest 2016 $ 43,519 $ - $ 43,519 2017 512,399 - 512,399 2018 796,512 300,000 496,512 2019 875,646 420,000 455,646 2020 4,124,590 3,735,643 388,947 Total $ 6,352,666 $ 4,455,643 $ 1,897,023 (1) Includes $455,643 compounded interest from December 21, 2015 through November 30, 2016. Interest expense, net, included on the Company’s Consolidated Statements of Operations and Comprehensive Income is comprised as follows: Years Ended December 31, 2015 2014 2013(1) Revolving credit loan $ 120,883 $ 61,733 $ 160 Term loan payable 93,280 257,071 833 Revolving line of credit from related party 94,907 - - Amortization of deferred financing cost 152,589 90,572 - Amortization of debt discounts 21,885 - - Interest on promissory note - - 27,490 Total Credit Facilities related interest expense 483,544 409,376 28,483 Other interest expense (income), net 29,891 1,894 (2,706 ) Interest expense , net $ 513,435 $ 411,270 $ 25,777 (1) Interest expense related to a retired Debt Facility. Retired Union Bank Credit Facilities On December 31, 2013, the Company entered into a Commercial Credit Agreement (the “Credit Agreement”) with MUFG Union Bank, N.A. (formerly Union Bank, N.A., “Union Bank”). The Credit Agreement initially provided for a 24 month revolving loan commitment and a 36 month term loan. The term loan was extinguished during the quarter ended September 30, 2015, and the revolving loan commitment with Union Bank paid off on December 23, 2015, using proceeds from related party borrowings (See Revolving Line of Credit from Related Party). The revolving loan commitment included available borrowings of up to $3,500,000 (the “Revolving Credit Loan”), consisting of revolving loans and a sublimit of letters of credit not to exceed a maximum aggregate principal amount of $1,000,000. Borrowings under the Revolving Credit Loan initially carried interest at a per annum rate of two and one-half percent (2.50%) in excess of a reference rate (“Reference Rate”), which is an index rate determined by Union Bank from time to time as a means of pricing certain extensions of credit. The Reference Rate was 3.25% as of December 31, 2014. The Credit Agreement initially provided for a term loan in the amount of $5,000,000 (the “Term Loan Payable” and together with the Revolving Credit Loan, the “Union Bank Credit Facilities”). The Term Loan Payable was originally payable in 36 monthly payments of $138,889 beginning January 31, 2014 with interest payable at a per annum rate of two and three-quarters percent (2.75%) in excess of the Reference Rate. The Company paid $250,000 in financing costs associated with the Credit Agreement and used all of the proceeds of the Term Loan and $827,490 of the proceeds of the Revolving Credit Loan to repay in full at December 31, 2013, a promissory note entered into in July 2013 with CVC California, LLC in the principal amount of $5,800,000 plus accrued interest. The Credit Agreement contains representations and warranties, affirmative, negative and events of default, applicable to the Company and its subsidiaries which are customary for Union Bank Credit Facilities of this type. The Credit Agreement initially contained financial covenants applicable to the Company and its subsidiaries including maintaining a Fixed Charge Coverage Ratio between Adjusted EBITDA and principal and interest payments (as defined in the Credit Agreement) of not less than 1.25:1.00 as of the close of each fiscal quarter and an EBITDA (as defined in the Credit Agreement) of at least $2,750,000 as of the close of each fiscal quarter, for the 12-month period ended as of the last day of the quarter. The Company did not satisfy the previous minimum Fixed Charge Coverage Ratio requirement (1.25:1.00) and the previous minimum EBITDA requirement of $2,750,000 for the 12-month periods ended September 30, 2014 and December 31, 2014, and in connection therewith obtained waivers of such non-compliance from Union Bank for those periods. In exchange for the waivers, the Company paid Union Bank a waiver fee of $10,000, and at December 31, 2014 a prepayment in the amount of $500,000 was made and applied to the principal of the Term Loan Payable and certain provisions of the Credit Agreement were amended. On March 3, 2015, the Credit Agreement was further amended to change various contractual terms as follows: the Fixed Charge Coverage Ratio requirement was reduced for the periods ended March 31, 2015 to 0.70:1.00 and for June 30, 2015 to 1.00:1.00; the minimum EBITDA requirement for the 12-month period ended as of the last day of each of these quarters during 2015 was reduced from $2,750,000 to $1,750,000; the requirement of no incurrence of a net loss after taxes for more than two consecutive fiscal quarters was changed to be effective January 1, 2015; net principal repayments totaling $600,000 in 2015 were added to the Term Loan Payable scheduled payments ($400,000 were paid during the second quarter of 2015 and the remaining $200,000 were paid during the third quarter of 2015), and excluded from the Fixed Charge Coverage Ratio calculation; the interest rate on the Term Loan Payable and Revolving Credit Loan was increased by 1% effective March 1, 2015; and the Company paid a loan modification fee of $50,000, half of which was paid on March 31, 2015 and the other half was paid on June 30, 2015. Additional legal fees were charged by Union Bank during the first quarter of 2015 in the amount of $6,915. The Company did not satisfy the minimum EBITDA requirement for the 12-month period ended June 30, 2015, due primarily to a $715,000 one-time accrual for severance payments to Lonnie D. Schnell, the Company’s former CEO and board member, that was recognized upon separation during the three months ended June 30, 2015. On August 4, 2015, the Company obtained a waiver from Union Bank of this minimum EBITDA requirement non-compliance and paid Union Bank a waiver fee of $25,000 as a condition to the waiver. The payment and performance of all indebtedness and other obligations under the Union Bank Credit Facilities were secured by liens on substantially all of the Company assets pursuant to the terms and conditions of security agreements and guaranties executed by the Company and its principle operating subsidiaries including Talon Technologies, Inc. (U.S. operation) and Tag-It Pacific Limited (Hong Kong operation). On August 10, 2015, the Company entered into an amendment to the Credit Agreement with Union Bank, which provided for the elimination of financial covenants for the remaining term of the Credit Agreement, permitted the Company to incur $3,000,000 of subordinated indebtedness, and required the repayment of the outstanding Term Loan Payable in the principal amount of $1,440,278 plus accrued and unpaid interest by August 31, 2015. In connection with the amendment, the Company incurred approximately $18,000 in legal fees, representing additional financing costs to the Union Bank Credit Facilities. On August 11, 2015, the Company received an advance from Princess Investment, and on August 12, 2015, the Company paid off $1,440,278 in outstanding Term Loan Payable from Union Bank as well as the unpaid interest. The Company had outstanding borrowings as of December 31, 2014 of $4,333,334, under the Credit Facilities, of which $1,500,000 related to obligations under the Revolving Credit Loan and the remainder related to the Term Loan Payable. During the year ended December 31, 2015 and 2014, the Company obtained advances under the Revolving Credit Loan of $700,000 and $1,000,000 and made repayments of $2,200,000 and $500,000 during the year, resulting in no outstanding Revolving Credit Loan borrowing at December 31, 2015. Term Loan Payable consisted of the following: December 31, 2015 2014 $5,000,000 term loan payable to Union Bank dated December 31, 2013 payable in monthly payments per Credit Agreement and related amendments; interest at a rate per annum of 2.75% in excess of the reference rate of 3.25% as of December 31, 2014, increasing to 3.75% in excess of the reference rate at March 1, 2015 $ - $ 2,833,334 Less: Current portion - (1,816,667 ) Less: Deferred financing costs - (140,086 ) Term loan payable, net of current portion $ - $ 876,581 Capital Leases During the year ended December 31, 2015 the Company financed purchases of furniture and fixtures through various capital lease obligations. The obligation bears interest at the rate of 8% per annum and the Company is required to make monthly payments of principal and interest through May 2019. At December 31, 2015, total property and equipment under capital lease obligations and related accumulated depreciation was $94,739 and $12,632. respectively. At December 31, 2014, there were no property and equipment under capital lease obligations. Future minimum annual payments under these capital lease obligations are as follows: Years ending December 31 , Amount 2016 $ 27,729 2017 27,728 2018 27,728 2019 11,554 Total payments 94,739 Less amount representing interest (12,015 ) Balance at December 31, 2015 82,724 Less current portion 21,940 Long-term portion $ 60,784 |
Note 3 - Stockholders' Equity
Note 3 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 3 - STOCKHOLDERS’ EQUITY Authorized Common Stock and Preferred S tock On November 8, 2013, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to increase the number of shares of common stock authorized to be issued from 100,000,000 to 300,000,000. At the Company’s 2015 Annual Meeting of Stockholders, the stockholders approved an amendment to the Company’s Certificate of Incorporation to allow for a reverse split of the Company’s outstanding shares of common stock any time prior to the 2016 Annual Meeting authorizing the Board of Directors, when and if the Board of Directors determine that such action is appropriate. The Company’s Certificate of Incorporation presently authorizes the issuance of 3,000,000 shares of Preferred Stock, having a par value of $0.001 per share. No shares of Preferred Stock were outstanding at December 31, 2015 and 2014. Series B Convertible Preferred Stock R edemption and P rivate P lacement of Common Stock (2013 Related Party Transaction) On July 12, 2013, the Company entered into a Securities Redemption Agreement (the “Redemption Agreement”) with CVC, a related party of the Company at the time. Pursuant to the Redemption Agreement, the Company repurchased from CVC all of the 407,160 outstanding shares of the Company’s Series B Convertible Preferred Stock (the “Series B Preferred Stock”) for an aggregate purchase price of $18,800,000. The purchase price was paid by delivery of $13,000,000 in cash and the issuance to CVC of Promissory Note in the principal amount of $5,800,000. The redemption of the Series B Preferred Stock eliminated the Preferred Stock liquidation preference obligation of $25,893,686, which had entitled the preferred stockholders to payment of the preference amount before payment to the common stockholders. The liquidation preference was scheduled to increase to $40,704,105 in 2016, the time that the preferred shares would have become mandatorily redeemable. The redemption resulted in an immediate benefit to common stockholders of $7,093,686 (less redemption costs of $154,429). Following the redemption of the Series B Preferred Stock, the Company amended the Corporation’s Certificate of Incorporation to eliminate all of the Series B Convertible Preferred Stock. There were no Series B Preferred Stock authorized, issued or outstanding as of December 31, 2015 and December 31, 2014, and the Company now has only common shares outstanding. In connection with the redemption of the Series B Preferred Stock, Mark Hughes, formerly CVC’s representative on the Company’s Board of Directors, resigned from the Board of Directors effective July 12, 2013. Pursuant to the Redemption Agreement, the existing Stockholder’s Agreement with CVC was terminated. This agreement was originally executed between CVC, Lonnie D. Schnell (the Company’s Chief Executive Officer at the time) and Larry Dyne (the Company’s Chief Executive Officer effective April 13, 2015 and President at the time). In order to provide additional funds necessary for the redemption of the Series B Preferred Stock, and simultaneous with the Redemption Agreement, the Company raised $5,500,000 of new equity through the sale, in a private placement transaction, of 61,111,109 shares of the Company’s common stock at a price of $0.09 per share. The closing of the private placement was expressly conditioned upon the contemporaneous closing of the transactions under the Redemption Agreement. The closing price of the Company's common stock was $0.058 per share on Friday, July 12, 2013, the last trading day prior to public announcement of the equity financing and redemption transactions. Zipper Holdings, LLC, a related party company controlled by Mark Dyne, the Chairman of the Company’s Board of Directors, acquired 8,333,333 shares of common stock in the private placement. In connection with the private placement, the Company entered into a series of Subscription Agreements (the “Subscription Agreements”) and a Registration Rights Agreement (the “Registration Rights Agreement“) with the investors in the transaction. The Subscription Agreement entered into with Kutula Holdings Ltd. (“Kutula”) grants Kutula the right to nominate one member of the Company’s Board of Directors, so long as Kutula continues to hold at least 15,500,000 of the shares (as adjusted for stock splits and the like) purchased pursuant to its Subscription Agreement, subject to certain disclosure requirements and other limitations. The Registration Rights Agreement provides for demand registration rights, such that upon the demand of holders of at least 25% of the shares issued in the private placement and subject to certain conditions, the Company will then file a registration statement covering the shares issued in the private placement that requested to be included in such registration. The Registration Rights Agreement also provides certain piggyback rights, in which the holders of shares acquired in the private placement have the right to include those shares in a Company-initiated registration. Pursuant to its obligations under the Registration Rights Agreement, the Company filed a registration statement on Form S-1 with the SEC on November 20, 2014 to register for resale all of the 61,111,109 shares issued in the private placement. The registration statement was declared effective on December 4, 2014. As a result of the redemption, on July 12, 2013, a total of 4,745,600 shares of common stock were issued to the Company’s executive management team in settlement of previously vested RSUs pursuant to terms of the 2010 RSU grants and the related deferral elections (See Note 2). The following table summarizes the Series B Preferred Stock activity: Series B Preferred Stock as of December 31, 2012 $ 23,979,216 Series B Preferred Stock liquidation preference increase for January 1-July 12, 2013 1,914,470 Series B Preferred Stock as of July 12, 2013 per original redemption value 25,893,686 Series B Preferred Stock redemption discount (1) (7,093,686 ) Series B Preferred Stock before the Redemption 18,800,000 Series B Preferred Stock Redemption on July 12, 2013 (18,800,000 ) Series B Preferred Stock as of December 31, 2013, 2014 and 2015 $ - (1) Does not include $154,429 of associated redemption costs resulting in a net benefit available to common stockholders of $6,939,257. Following the redemption of the Series B Preferred Stock, the Company amended the Corporation’s Certificate of Incorporation to eliminate all of the Series B Convertible Preferred Stock, all of which had been redeemed. Previously Outstanding Series B Convertible Preferred Stock On July 30, 2010, the Company entered into the Recapitalization Agreement with CVC, pursuant to which the Company issued to CVC an aggregate of 407,160 shares of a newly created series of the Company’s preferred stock, designated Series B Preferred Stock, in payment of an aggregate of $16,706,685 owed by the Company to CVC at the time under a loan agreement. The Series B Preferred Stock was initially recorded at the fair value of $17,277,600 as of July 30, 2010, reduced by the beneficial conversion feature ($1,283,343) and stock issuance costs ($190,744), for a net value of $15,803,513 as of July 30, 2010. The value of the Series B Preferred Stock was adjusted as follows as a consequence of its redemption features: ● The Series B Preferred Stock was not currently redeemable, but it was probable that the preferred stock would become redeemable due to the redemption option available to the preferred stockholders on July 30, 2016. Changes in the redemption value were recognized immediately as they occurred, and the carrying amount of the instrument was adjusted to equal the redemption value at the end of each reporting period. Accordingly, the adjustment of $903,172 to record the preferred stock at its redemption value (“Original issue discount”) was charged against the preferred stock carrying value and retained earnings during the year ended December 31, 2010. The resulting increases in the carrying amount of the Series B Preferred Stock reduced the income applicable to common stockholders reported in the calculation of earnings per share. ● In addition, an annual 16% increase on the liquidation preference of outstanding preferred shares was accrued each reporting period (until the redemption of the outstanding shares of Series B Preferred Stock in July 2013) as an addition to the carrying value of the preferred stock and reduced the income applicable to common stockholders reported in the calculation of earnings per share. The Series B Preferred Stock was fully redeemed as noted above on July 12, 2013, and the Company subsequently amended its Certificate of Incorporation to eliminate all of the authorized Series B Preferred Stock (none of which were outstanding) that had been authorized in 2010 in connection with the Recapitalization Agreement . Eliminated Series A Preferred Stock On July 12, 2013, the Company amended its Certificate of Incorporation to eliminate all of the Series A Preferred Stock (none of which were outstanding) which had been authorized in 1998 upon the Company’s adoption of a stockholder’s rights plan. The stockholder rights plan expired in accordance with its terms in 2008. |
Note 4 - Stock-Based Compensati
Note 4 - Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 4 - STOCK-BASED COMPENSATION The Company accounts for stock-based awards to employees and directors in accordance with FASB ASC 718, “ Compensation - Stock Compensation ” Equity-Based Payments to Non-Employees ”. Stock Options and Warrants The Company’s 2008 Stock Incentive Plan initially authorized the issuance of up to 2,500,000 shares of common stock in awards to individuals under the plan. On November 19, 2010, an amendment to the 2008 Stock Incentive Plan increased the authorized shares from 2,500,000 to 4,810,000. On November 8, 2013, the Company’s stockholders approved a further amendment to the 2008 Stock Incentive Plan to increase from 4,810,000 to 15,000,000 the number of shares of common stock that may be issued pursuant to awards under the plan. The Company’s 2007 Stock Plan was approved by the Company’s stockholders in 2007, and replaced the 1997 Stock Plan (which was adopted on October 1, 1997) that had previously authorized the granting of a variety of stock-based incentive awards. The 2007 Stock Plan authorizes up to 2,600,000 shares of common stock for issuance pursuant to awards granted to individuals under the plan. No further awards will be granted under the 2007 Stock Plan. The Board of Directors, who determines the recipients and terms of the awards granted, administers the Company’s stock plans. Awards under the Company’s stock plans are generally granted with an exercise price equal to the average market price of the Company’s stock for the five trading days following the date of approval of the grant. Those option awards generally vest over periods determined by the Board of Directors from immediate to 4 years of continuous service and have 10 year contractual terms. Options granted for the years ended December 31, 2015, 2014 and 2013 totaled 800,000, 4,045,000 and 400,000, respectively. No options were exercised during the year ended December 31, 2015. During the year ended December 31, 2014, options were exercised to acquire 186,458 shares of common stock under the 2007 and 2008 Stock Incentive Plans, and 148,820 shares were retained by the Company in payment of the weighted average exercise per share of $0.18 and the tax associated with the exercise of the options. At the time of exercise, the intrinsic value of the options exercised was $0.27 per share, and the retained shares had a value of $40,181. During the year ended December 31, 2014, options were also exercised to acquire 277,084 shares of common stock under the 2008 Stock Incentive Plan. Cash received upon exercise was $29,709 at a weighted average of $0.11 per share. At the time of exercise, the intrinsic value of the options exercised was $0.23 per share. During the year ended December 31, 2013, an employee exercised options to acquire 11,875 shares of common stock under the 2008 Stock Incentive Plan, and 6,877 shares were retained by the Company in payment of the exercise price of $0.08 per share and the tax associated with the exercise of the options. At the time of exercise, the intrinsic value of the options exercised was $0.34 per share, and the retained shares were valued at $2,339. Pursuant to the Princess Investment Loan Agreement and Credit Agreement, during the year ended December 31, 2015, the Company issued Princess Investment warrants to purchase 3,000,000 shares of the Company’s common stock. The warrants are exercisable immediately upon issuance for a five-year period at an exercise price of $0.18 per share on a cashless basis (See Note 2). The following table summarizes the activity in the Company’s share-based compensation plans and other share-based grants: Number of Shares Weighted Average Exercise Price Employees and Directors Options outstanding - January 1, 2013 6,372,100 $ 0.21 Granted 400,000 $ 0.28 Exercised (11,875 ) $ 0.08 Cancelled (538,500 ) $ 0.50 Options outstanding - December 31, 2013 6,221,725 $ 0.19 Granted 4,045,000 $ 0.21 Exercised (463,542 ) $ 0.13 Cancelled (55,416 ) $ 0.19 Options outstanding - December 31, 2014 9,747,767 $ 0.20 Granted 800,000 $ 0.15 Exercised - $ - Cancelled (2,112,500 ) $ 0.25 Options outstanding - December 31, 2015 8,435,267 $ 0.18 Non Employees Warrants outstanding – January 1, 2013 and December 31, 2014 - $ - Granted 3,000,000 $ 0.18 Exercised - $ - Cancelled - $ - Warrants outstanding - Decembers 31, 2015 3,000,000 $ 0.18 The Company’s determination of fair value of share-based payment awards on the date of grant uses the Black-Scholes model and the assumptions noted in the following table for the years indicated. Expected volatilities are based on the historical volatility of the Company’s stock price and other factors. These variables include, but are not limited to, the expected stock price volatility over the expected term of the awards and actual and projected employee stock option exercise behaviors. The expected option term is estimated using the “safe harbor” provisions under ASC 718. The risk free rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of the grant. Years ended December 31, 2015 2014 2013 Stock options and Warrants Expected volatility 242 - 266% 255 - 260% 330 % Expected term (yrs) 5.0 - 6.1 5.3 - 6.1 5.3 Expected dividends - - - Risk-free rate 1.6 - 2.0% 1.6 - 1.8% 1.5 % A summary of the Company’s stock option and warrants information as of December 31, 2015 and 2014 is as follows: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Employee s and Director s stock options At December 31, 2015 : Outstanding 8,435,267 $ 0.18 5.7 $ 0.03 Vested and Expected to Vest 8,381,079 $ 0.18 5.6 $ 0.04 Exercisable 6,322,764 $ 0.18 4.6 $ 0.04 At December 31, 2014: Outstanding 9,747,767 $ 0.20 6.8 $ 0.03 Vested and Expected to Vest 9,638,553 $ 0.20 6.8 $ 0.03 Exercisable 5,692,139 $ 0.20 4.9 $ 0.05 Non - employee warrants At December 31, 2015: Outstanding 3,000,000 $ 0.18 4.9 $ 0.00 Vested and Expected to Vest 3,000,000 $ 0.18 4.9 $ 0.00 Exercisable 3,000,000 $ 0.18 4.9 $ 0.00 At December 31, 2014: Outstanding - - - - Vested and Expected to Vest - - - - Exercisable - - - - The aggregate intrinsic value of the stock options and warrants was calculated as the difference between the exercise price of a stock option or a warrant, as applicable, and the quoted price of the Company’s common stock at December 31, 2015 and 2014. The aggregate intrinsic value excludes stock options or warrants that have exercise prices in excess of the quoted price of the Company’s common stock at December 31, 2015 and 2014. There were approximately $363,197 of total unrecognized compensation costs related to non-vested stock options as of December 31, 2015. This cost is expected to be recognized over a weighted-average period of 5.7 years. There were approximately $707,205 of total unrecognized compensation costs related to non-vested stock options as of December 31, 2014. This cost was expected to be recognized over the weighted-average period of 3.5 years. Restricted Stock Units (RSU’s) There were no outstanding RSUs and no unamortized stock-based compensation expense related to RSUs as of December 31, 2015 and 2014. The following table summarizes RSU activity: Number of RSUs Weighted Average Grant date Unvested Vested Total value per RSU RSUs outstanding - December 31, 2012 3,467,100 5,089,900 8,557,000 $ 0.196 Vested (2,311,400 ) 2,311,400 - $ 0.196 Common stock issued - (7,401,300 ) (7,401,300 ) $ 0.196 RSUs outstanding - December 31, 2013 1,155,700 - 1,155,700 $ 0.196 Vested (1,155,700 ) 1,155,700 - $ 0.196 Common stock issued (1) - (1,155,700 ) (1,155,700 ) $ 0.196 RSUs outstanding - December 31, 2014 and 2015 - - - $ - (1) On January 30, 2014, 610,894 shares of common stock were issued upon final settlement of vested restricted stock units, and the equivalent of 544,806 shares were retained by the Company in payment of the tax associated with the vesting of restricted stock units previously granted to the reporting persons. |
Note 5 - Net Income Per Share
Note 5 - Net Income Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | NOTE 5 - NET INCOME PER SHARE The following is a reconciliation of the numerators and denominators of the basic and diluted net income per share computations: Years Ended December 31, 2015 2014 2013 Net income (Numerator) Shares (Denominator) Per Share Amount Net income (Numerator) Shares (Denominator) Per Share Amount Net income (loss) (Numerator) Shares (Denominator) Per Share Amount Net income $ 511,327 92,267,831 $ 0.01 $ 572,069 92,153,648 $ 0.01 $ 9,731,087 56,213,272 $ 0.17 Series B preferred stock liquidation preference increase - - 0.00 - - 0.00 (1,914,470 ) - (0.03 ) Series B preferred stock redemption discount, net (See Note 3 and Note 4) - - 0.00 - - 0.00 6,939,257 - 0.12 Basic net income applicable to common stockholders 511,327 92,267,831 0.01 572,069 92,153,648 0.01 14,755,874 56,213,272 0.26 Stock options, Warrants, RSUs and Series B preferred stock with dilutive effect - 1,253,978 - - 2,147,518 0.00 - 4,341,449 (0.02 ) Diluted net income applicable to common stockholders $ 531,327 93,521,809 $ 0.01 $ 572,069 94,301,166 $ 0.01 $ 14,755,874 60,554,721 $ 0.24 For the year ended December 31, 2015, options to purchase 2,691,667 shares of common stock exercisable between $0.04 and $0.11 per share were included in the computation of diluted net income per share. Options to purchase 5,743,600 shares of common stock exercisable between $0.15 and $1.33 per share and warrants to purchase 3,000,000 shares of common stock exercisable at $0.18 per share, were outstanding, but were not included in the computation of diluted net income per share applicable to common stockholders because they would have an antidilutive effect on the net income per share. For the year ended December 31, 2014, options to purchase 5,066,667 shares of common stock exercisable between $0.04 and $0.20 per share were included in the computation of diluted net income per share. Options to purchase 4,681,100 shares of common stock exercisable between $0.21 and $5.23 per share were outstanding, but were not included in the computation of diluted net income per share applicable to common stockholders because they would have an antidilutive effect on the net income per share. For the year ended December 31, 2013, options to purchase 3,153,125 shares of common stock exercisable between $0.04 and $0.11 per share and RSUs to settle for 1,155,700 common shares were included in the computation of diluted net income per share. Options to purchase 3,068,600 shares of common stock exercisable between $0.16 and $5.23 per share were outstanding, but were not included in the computation of diluted net income per share applicable to common stockholders because they would have an antidilutive effect on the net income per share. |
Note 6 - Income Taxes
Note 6 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 6 - INCOME TAXES The components of the provision for income taxes included in the consolidated statements of operations are as follows: Year s Ended December 31, 2015 2014 2013 Current: Federal $ - $ - $ - State 3,294 5,596 4,731 Foreign 190,181 445,696 354,170 Total current 193,475 451,292 358,901 Deferred: Federal 56,835 259,028 (5,822,530 ) State 4,051 68,214 (1,502,877 ) Foreign 7,300 (22,168 ) (33,134 ) Total deferred 68,186 305,074 (7,358,541 ) Total $ 261,661 $ 756,366 $ (6,999,640 ) A reconciliation of the statutory Federal income tax rate with the Company’s effective income tax rate is as follows: Year s Ended December 31, 2015 2014 2013 Current: Federal statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal benefit 0.6 3.7 (36.2 ) Change in effective foreign tax rate (4.1 ) (12.5 ) (10.7 ) Foreign dividend, net of foreign tax credit 3.8 21.1 12.8 Other permanent differences 6.2 8.8 0.3 Change in valuation allowance (14.6 ) (1.9 ) (268.3 ) Change in uncertainty in income taxes - - (4.9 ) Other 8.0 3.7 16.7 Total 33.9 % 56.9 % (256.3 )% Net income (loss) before income taxes is as follows: Year s Ended December 31, 2015 2014 2013 Domestic $ 574,028 $ (151,579 ) $ 992,625 Foreign 198,960 1,480,014 1,738,822 Total $ 772,988 $ 1,328,435 $ 2,731,447 The primary components of temporary differences which give rise to the Company’s deferred tax being presented as part of Current deferred income tax assets, net, Deferred income tax assets, net, or Deferred income tax liabilities (in long term liabilities) in the Company’s Consolidated Balance Sheet are as follows: December 31, 2015 2014 Net deferred income tax es : Net operating loss carry-forward $ 5,840,011 $ 5,972,254 Intangible assets, net (1,304,246 ) (1,149,382 ) Property and equipment, net (62,447 ) (32,598 ) Related party interest 4,486 - Inventory allowance - 57,107 Credit carryforwards 1,019,565 850,851 Stock awards expense 351,375 320,336 Payroll 240,915 203,877 Other 17,393 124,133 Total 6,107,052 6,346,578 Less: Valuation allowance (69,046 ) (239,701 ) Net deferred income taxes $ 6,038,006 $ 6,106,877 Presented as part of : Current deferred income tax assets, net $ 997,067 $ 746,370 Deferred income tax assets, net $ 5,046,345 $ 5,374,468 Deferred income tax liabilities $ (5,406 ) $ (13,961 ) On January 1, 2007, as a result of the implementation of ASC 740-10, the Company recognized an increase in liabilities for unrecognized tax benefits of $245,800, which was accounted for as an increase in the January 1, 2007 accumulated deficit. Interest recorded per ASC 740-10 was recorded as part of interest expense in the Company’s statements of operations. At March 31, 2013, the Company recorded an income tax benefit, associated with the elimination of a portion of the ASC 740-10 tax liability, of $135,177 as the time limit for regulatory assessment of the tax liability had expired. A reconciliation of the ASC 740-10 adjustments is as follows: Years Ended December 31, 2015 2014 2013 Beginning Balance $ - $ - $ 133,602 Interest and penalties - - 1,575 Elimination of a tax liability as a result of a lapse of the applicable statue of limitations - - (135,177 ) Ending Balance $ - $ - $ - For the years ended December 31, 2015, 2014 and 2013 there were no unrecognized tax benefits as a result of tax positions taken during a prior period or during the current period, and there were no decreases in the unrecognized tax benefits relating to settlements with taxing authorities. At December 31, 2015 and 2014, the Company had Federal net operating loss carry-forwards (or “NOLs”) of approximately $14.3 million and $14.5 million, respectively, and State NOLs of $18.4 million and $18.7 million, respectively. The Federal NOL and State NOL are available to offset future taxable income through 2032. Section 382 of the Internal Revenue Code places a limitation on the ability to realize net operating losses in future periods if the ownership of the Company has changed more than 50% within a three-year period. Due to the private placement that occurred during 2013 (See Note 2 and Note 3), the application of I.R.C. Section 382 was required. As a consequence of the application of Section 382, the Company’s NOL limitation was determined to be approximately $2.2 million annually for each of the first five years and $0.4 million annually for up to 20 years following the date of the transaction. At the date of the Recapitalization transaction, the Section 382 limitation reduced the Company’s NOL carry-forwards by approximately $3.8 million for the Federal NOL and $5.9 million for the State NOL. Prior to December 31, 2013, the provision for income taxes excluded the Company’s US and India operations due to valuation reserves against the respective income from these entities. These valuation reserves were removed at December 31, 2013. Due to the Recapitalization Agreement between the Company and CVC on July 30, 2010 (See Note 3), the application of I.R.C. Section 382 was required. As a consequence of the application of Section 382, the Company’s NOL limitation was determined to be approximately $2.2 million annually for each of the first five years and $0.7 million annually for up to 20 years following the date of the transaction. At the date of the Recapitalization transaction, the Section 382 limitation reduced the Company’s NOL carry-forwards by approximately $45.0 million for the Federal NOL and $9.0 million for the State NOL. The provisions of ASC 740 require the establishment of a valuation allowance unless, based on currently available information and other factors, it is more likely than not that all or a portion of a deferred tax asset will be realized. An important factor in determining whether a deferred tax asset will be realized in accordance with ASC 740 is whether there has been sufficient income realized in recent years and whether sufficient income is expected to be realized in future years to utilize the deferred tax asset. The Company maintains a valuation allowance for its deferred tax assets until evidence exists to support the modification of the allowance. At the end of each period, the Company reviews supporting evidence, including the performance against sales and income projections, to determine if a modification of the valuation allowance is warranted. If it is determined that it is more likely than not that the Company will be not be able to recognize all or a greater portion of its deferred tax assets, the Company will at that time increase the valuation allowance. In 2015 the Company included in its consolidated U.S. federal tax provision approximately $150,000 deemed dividend and related gross-up due to earnings from the Company’s Hong Kong foreign subsidiary. In 2014 the Company included in its consolidated U.S. federal tax return $1.4 million deemed dividend and related gross-up due to earnings from the Company’s Hong Kong foreign subsidiary. In 2013 the Company included in its consolidated U.S. federal tax return $1.8 million dividend and related gross-up due to earnings from the Company’s HK foreign subsidiary. Tax years subject to examination by the tax authorities for Talon International, Inc. for Federal returns (US) are 2011 through 2015, for Talon International, Inc. State returns (US) are 2010 through 2015, and for the foreign subsidiaries, 2006 through 2015. |
Note 7 - Commitments and Contin
Note 7 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 7 - COMMITMENTS AND CONTINGENCIES Operating Leases The Company is a party to a number of non-cancelable operating lease agreements involving buildings and equipment, which expire at various dates through 2019. The Company accounts for its leases in accordance with FASB ASC 840 “ Leases The future minimum lease commitments at December 31, 2015, are approximately as follows: Years End ed December 31, Amount 2016 $ 913,782 2017 836,562 2018 574,629 2019 445,344 2020 136,208 Total minimum payments $ 2,906,525 Total rental expense for the years ended December 31, 2015, 2014 and 2013 aggregated $878,518, $793,385 and $765,774, respectively. Profit Sharing Plan In October 1999, the Company established a 401(k) profit-sharing plan for the benefit of eligible employees. The Company may make annual contributions to the plan as determined by the Board of Directors. The Company matched contributions for all employees under the Company’s 401(k) plan up to 100% of an employee’s contributions to a maximum of $1,000 during 2013, and to 50% of an employee’s contribution to a maximum of $2,000 beginning in January 2014, subject to any limitations imposed by ERISA. Total contributions for the years ended December 31, 2015, 2014 and 2013 amounted to $60,055, $43,846, and $21,000, respectively. Contingencies The Company currently has pending claims and complaints that arise in the ordinary course of the Company’s business. The Company believes that it has meritorious defenses to these claims and that the claims are either covered by insurance or would not have a material effect on the Company’s consolidated financial condition if adversely determined against the Company. In November 2002, the FASB issued Topics of the FASB ASC 460-10, “ Guarantees Related Party Disclosures ● In accordance with the bylaws of the Company, officers and directors are indemnified for certain events or occurrences arising as a result of the officer or director’s serving in such capacity. The term of the indemnification period is for the lifetime of the officer or director. The maximum potential amount of future payments the Company could be required to make under the indemnification provisions of its bylaws is unlimited. However, the Company has a director and officer liability insurance policy that reduces its exposure and enables it to recover a portion of any future amounts paid. As a result of its insurance policy coverage, the Company believes the estimated fair value of the indemnification provisions of its bylaws is minimal and therefore, the Company has not recorded any related liabilities. ● The Company enters into indemnification provisions under its agreements with investors and its agreements with other parties in the normal course of business, typically with suppliers, customers and landlords. Under these provisions, the Company generally indemnifies and holds harmless the indemnified party for losses suffered or incurred by the indemnified party as a result of the Company’s activities or, in some cases, as a result of the indemnified party’s activities under the agreement. These indemnification provisions often include indemnifications relating to representations made by the Company with regard to intellectual property rights, and generally survive termination of the underlying agreement. The maximum potential amount of future payments the Company could be required to make under these indemnification provisions is unlimited. The Company has not incurred material costs to defend lawsuits or settle claims related to these indemnification agreements. As a result, the Company believes the estimated fair value of these agreements is minimal. Accordingly, the Company has not recorded any related liabilities. |
Note 8 - Segment Reporting and
Note 8 - Segment Reporting and Geographic Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 8 - SEGMENT REPORTING AND GEOGRAPHIC INFORMATION The Company manufactures and distributes a full range of zipper (Talon Zipper) and trim (Talon Trim) components, which includes stretch technology component products, to specialty retailers and mass merchandisers. The Company’s organization is based on operating divisions representing these major product lines, and the Company’s Chief Operating Decision Makers (“CODM”, identified as the Company’s executive officers with the oversight of Talon’s Board of Directors) use these divisions to assess performance, allocate resources and make other operating decisions. During the fourth quarter of the current fiscal year, the Company realigned how it reports its operating segments to better conform to the way management views the business. In making this determination, the Company examined how the CODM evaluates the performance of the Company and as such reconsidered the aggregation of reporting segments in accordance with the aggregation criteria under ASC 280, Segment Reporting As a result of this assessment, the Company has identified and realigned the reporting of its operating segments into two reporting segments (Talon Zipper and Talon Trim) and has reclassified prior period results to reflect these product categories. The Tekfit operating segment results are now aggregated and reported as part of the Trim operating segment. Under ASC 280, a public entity reports a measure of assets for each reportable segment for those assets that are included in the measure of the segment’s assets provided to the CODM. If no asset information is provided for a reportable segment, disclosure of segment assets is not required, but that fact and the reason for its exclusion should be disclosed. In addition, an entity is required to disclose its equity investments and capital expenditures if these items are included in the measure of segment assets reviewed by the CODM. Information about the assets, equity investments and capital expenditures for each of the reportable segments is not maintained by the Company and therefore is not reviewed by the CODM; the CODM reviews and assesses assets, equity investments and capital expenditures on a consolidated basis. As a result, information about the assets, equity investments and capital expenditures for each of the reportable segments is not included in the Company’s segment reporting footnote. As the Company evolves , adjustments may be made as to how the Company allocates resources and analyzes performance, which can result in a change to these segments. The net revenues and operating margins for the two reporting segments are as follows: Year Ended December 31, 2015 Talon Zipper Talon Trim Consolidated Net sales $ 21,283,641 $ 27,069,058 $ 48,352,699 Cost of goods sold 15,708,581 16,361,020 32,069,601 Gross profit $ 5,575,060 $ 10,708,038 16,283,098 Operating expenses 14,862,626 Income from operations $ 1,420,472 Years Ended December 31, 2014 Talon Zipper Talon Trim Consolidated Net sales $ 24,709,639 $ 24,613,045 $ 49,322,684 Cost of goods sold 17,951,591 15,363,182 33,314,773 Gross profit $ 6,758,048 $ 9,249,863 16,007,911 Operating expenses 14,268,206 Income from operations $ 1,739,705 Year Ended December 31, 2013 Talon Zipper Talon Trim Consolidated Net sales $ 28,756,206 $ 23,691,181 $ 52,447,387 Cost of goods sold 20,459,426 15,015,110 35,474,536 Gross profit $ 8,296,780 $ 8,676,071 16,972,851 Operating expenses 14,215,627 Income from operations $ 2,757,224 The Company distributes its products internationally and has reporting requirements based on geographic regions. Long-lived assets are attributed to countries based on the location of the assets and revenues are attributed to countries based on customer delivery locations, as follows: Year s Ended December 31, 2015 2014 2013 Sales: United States $ 3,416,139 $ 4,396,352 $ 4,145,383 China 12,649,786 15,564,055 15,078,074 Hong Kong 10,637,605 11,496,969 14,681,767 India 3,103,010 2,522,576 2,114,044 Bangladesh 3,920,185 2,377,472 2,617,840 Vietnam 3,290,555 2,086,261 2,584,093 Other 11,335,419 10,878,999 11,226,186 Total $ 48,352,699 $ 49,322,684 $ 52,447,387 Years Ended December 31, 2015 2014 2013 Long-lived Assets: United States $ 4,793,042 $ 4,554,831 $ 4,514,104 China 213,887 178,873 88,962 Hong Kong 88,912 150,966 278,636 Total $ 5,095,841 $ 4,884,670 $ 4,881,702 |
Note 9 - Major Customers and Ve
Note 9 - Major Customers and Vendors | 12 Months Ended |
Dec. 31, 2015 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 9 - MAJOR CUSTOMERS AND VENDORS For the years ended December 31, 2015, 2014 and 2013, the Company’s three largest customers represented approximately 6%, 5% and 5%, respectively, of consolidated net sales. Three vendors, each representing more than 10% of the Company’s purchases, accounted for approximately 74% of the Company’s purchases for the year ended December 31, 2015, approximately 68% of the Company’s purchases for the year ended December 31, 2014, and approximately 57% of the Company’s purchases for the year ended December 31, 2013. Included in accounts payable and accrued expenses at December 31, 2015 and 2014 is $3,733,646 and $4,102,625 due to these vendors. |
Note 10 - Quarterly Results (Un
Note 10 - Quarterly Results (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | NOTE 1 0 - QUARTERLY RESULTS (UNAUDITED) Quarterly results for the years ended December 31, 2015 and 2014 are reflected: Year Ended December 3 1 , 201 5 1st 2nd 3 rd 4th Net sales $ 10,808,422 $ 15,797,278 $ 9,992,091 $ 11,764,908 Gross profit $ 3,563,907 $ 5,032,959 $ 3,373,541 $ 4,312,691 Income from operations $ (145,819 ) $ 772,841 $ 163,231 $ 630,219 Net income (loss) $ (159,223 ) $ 448,507 $ (90,353 ) $ 312,396 Net income (loss) per share $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Basic and diluted net income (loss) per share applicable to Common Stockholders $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Total comprehensive income (loss) $ (158,944 ) $ 448,818 $ (100,573 ) $ 308,240 Year Ended December 3 1 , 201 4 1st 2nd 3 rd 4th Net sales $ 11,343,118 $ 15,959,169 $ 11,749,970 $ 10,270,427 Gross profit $ 3,734,956 $ 5,405,460 $ 3,718,732 $ 3,148,763 Income (loss) from operations $ 142,195 $ 1,481,564 $ 315,122 $ (199,176 ) Net income (loss) $ 17,265 $ 814,475 $ 57,086 $ (316,757 ) Net income (loss) per share $ 0.00 $ 0.01 $ 0.00 $ (0.00 ) Basic and diluted net income (loss) per share applicable to Common Stockholders $ 0.00 $ 0.01 $ 0.00 $ (0.00 ) Total comprehensive income (loss) $ 18,357 $ 815,241 $ 55,944 $ (316,083 ) The Company typically experiences seasonal fluctuations in sales volume consistent with the purchase demands within the apparel industry. In most years, these seasonal fluctuations result in lower sales volumes for the Company’s business in the first and fourth quarters of each year, with the second quarter being the Company’s peak sales period, followed by the Company’s third quarter due to the seasonal buying patterns by the majority of the Company’s customers. Sales of the Company’s products typically precede the retail sales patterns by 90 to 150 days. The apparel retailers typically experience their highest sales volumes during the fourth quarter in association with year-end holiday purchases, accordingly this order demand typically results in higher second and third calendar quarter revenues. Backlogs of sales orders are not considered material in the industries in which the Company competes, which reduces the predictability of the Company’s sales and reinforces the volatility of these cyclical buying patterns on the Company’s sales volume. Quarterly and year-to-date computations of per share amounts are made independently. Therefore, the sum of per share amounts for the quarters may not aggregate to the per share amounts for the year. |
Note 11 - Subsequent Events
Note 11 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 11 - SUBSEQUENT EVENTS The Company evaluated subsequent events after the balance sheet date of December 31, 2015 through the date of the filing of this report, and determined that there were no reportable subsequent events. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts and Reserves | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | Schedule II – Valuation and Qualifying Accounts and Reserves Description Balance at Beginning of Year Additions (Adjustments) Deductions Balance at End of Year 2015 Allowance for doubtful accounts deducted from accounts receivable in the balance sheet $ 51,000 $ 19,000 $ 3,000 $ 67,000 Reserve for inventory valuation deducted from inventories on the balance sheet 199,000 20,000 150,000 69,000 Valuation reserve deducted from deferred income tax assets 240,000 (171,000 ) - 69,000 $ 490,000 $ (132,000 ) $ 153,000 $ 205,000 2014 Allowance for doubtful accounts deducted from accounts receivable in the balance sheet $ 42,000 $ 23,000 $ 14,000 $ 51,000 Reserve for inventory valuation deducted from inventories on the balance sheet 230,000 (17,000 ) 14,000 199,000 Valuation reserve deducted from deferred income tax assets 278,000 (38,000 ) - 240,000 $ 550,000 $ (32,000 ) $ 28,000 $ 490,000 2013 Allowance for doubtful accounts deducted from accounts receivable in the balance sheet $ 1,000 $ 42,000 $ 1,000 $ 42,000 Reserve for inventory valuation deducted from inventories on the balance sheet 261,000 65,000 96,000 230,000 Valuation reserve deducted from deferred income tax assets 10,439,000 (8,538,000 ) 1,623,000 278,000 $ 10,701,000 $ (8,431,000 ) $ 1,720,000 $ 550,000 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Organization and Basis of Presentation Talon International, Inc. is the parent holding company of Talon Technologies, Inc., a California corporation (“Talon Tech”), formerly A.G.S. Stationery, Inc., Tag-It Pacific Limited, a Hong Kong corporation (“Tag-It HK”), Talon Zipper (Shenzhen) Co. Ltd., a China corporation and Talon International Private Limited, an India corporation (collectively, the “Subsidiaries”), all of which are wholly-owned operating subsidiaries of the Company. All significant intercompany accounts and transactions have been eliminated in consolidation. Assets and liabilities of foreign subsidiaries are translated at rates of exchange in effect at the close of the period. Revenues and expenses are translated at the weighted average of exchange rates in effect during the year. The resulting translation gains and losses are deferred and are shown as a separate component of stockholders’ equity, if material, and transaction gains and losses, if any, are recorded in the consolidated statement of operations in the period incurred. During 2015, 2014 and 2013, foreign currency translation and transaction gains and losses were not material. The Company does not engage in hedging activities with respect to exchange rate risk. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The accounting estimates that require the Company’s most significant, difficult and subjective judgments include the valuation of allowances for accounts receivable and inventory, the assessment of recoverability of long-lived assets and intangible assets, stock-based compensation and the recognition and measurement of current and deferred income taxes (including the measurement of uncertain tax positions). Actual results could differ materially from the Company’s estimates. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an initial maturity of three months or less to be cash equivalents. The Company had approximately $2.9 million and $2.4 million at financial institutions in excess of governmentally insured limits at December 31, 2015 and 2014. |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Allowance for Accounts Receivable Doubtful Accounts The Company is required to make judgments as to the collectibility of accounts receivable based on established aging policy, historical experience and future expectations. The allowances for doubtful accounts represent allowances for customer trade accounts that are estimated to be partially or entirely uncollectible. These allowances are used to reduce gross trade receivables to their net realizable value. The Company records these allowances based on estimates related to the following factors: (i) customer specific allowances; (ii) amounts based upon an aging schedule; and (iii) an estimated amount based on the Company’s historical experience for issues not yet identified. The Company writes off an account when it is considered to be uncollectible. The total allowance for accounts receivable doubtful accounts at December 31, 2015 and 2014 was $67,217 and $50,563, respectively. |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost, determined using the first-in, first-out basis, or market value and are all substantially finished goods. The costs of inventory include the purchase price, inbound freight and duties, conversion costs and certain allocated production overhead costs. Inventory reserves are recorded for damaged, obsolete, excess and slow-moving inventory. The Company uses estimates to record these reserves. Slow-moving inventory is reviewed by category and may be partially or fully reserved for depending on the type of product and the length of time the product has been included in inventory. Reserve adjustments are made for the difference between the cost of the inventory and the estimated market value, if lower, and charged to operations in the period in which the facts that give rise to these adjustments become known. Market value of inventory is estimated based on the impact of market trends, an evaluation of economic conditions and the value of current orders relating to the future sales of this type of inventory. Inventories consist of the following: December 31, 2015 2014 Finished goods $ 724,372 $ 705,368 Less: Inventory valuation reserves (69,012 ) (199,096 ) Inventories, net $ 655,360 $ 506,272 |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets The Company records impairment charges when the carrying amounts of long-lived assets are determined not to be recoverable. Impairment is measured by assessing the usefulness of an asset or by comparing the carrying value of an asset to its fair value. Fair value is typically determined using quoted market prices, if available, or an estimate of undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of impairment loss is calculated as the excess of the carrying value over the fair value. Changes in market conditions and management strategy have historically caused us to reassess the carrying amount of the Company’s long-lived assets. The Company completed the required assessment as at the end of 2015 and 2014, and noted no impairment. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are recorded at historical cost. Maintenance and repairs are expensed as incurred. Upon retirement or other disposition of property and equipment, the related cost and accumulated depreciation or amortization are removed from the accounts and any gains or losses are included in results of operations. Property and equipment consist of the following: December 31, Depreciable L ife 2015 2014 In Y ears (1) Office equipment and computer related $ 4,126,720 $ 4,055,517 3 - 5 Machinery and production related equipment 971,502 914,000 5 - 10 Leasehold improvements (2) 620,007 474,269 Furniture and fixtures 347,505 256,903 5 Cost, total 6,065,734 5,700,689 Less: Accumulated depreciation and amortization (5,283,841 ) (5,116,103 ) Property and equipment, net $ 781,893 $ 584,586 (1) Depreciation of property and equipment is computed using the straight-line method based on estimated useful lives as shown above. (2) Depreciable life for leasehold improvements represents the term of the lease or the estimated life of the related improvements, whichever is shorter. Depreciation expense for the years ended December 31, 2015, 2014 and 2013 was $244,292, $252,507 and $481,148, respectively. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets, net Intangible assets consist of the Talo Intangibles - Goodwill and Other . Property, Plant and Equipment . From time to time the Company makes investments in product and technical opportunities that are complimentary to or enhancements to its apparel accessories business. During the years ended December 31, 2015 and 2014, the Company invested $26,948 and $46,057, respectively in the acquisition of intellectual property rights complimentary to the Company’s Talon Zipper products. As of December 31, 2015 and December 31, 2014 the Company had accumulated investments of $73,005 and $46,057, respectively, for intellectual property rights complimentary to the Company’s Talon Zipper products, which were not yet in service. Intangible assets as of December 31, 2015 and 2014 are as follows: Dec e mber 31, 2015 2014 Tradename - Talon trademark $ 4,110,751 $ 4,110,751 Intellectual property rights and exclusive license 251,727 224,779 Less: Accumulated amortization (48,530 ) (35,446 ) Intellectual property rights, net 203,197 189,333 Intangible assets, net $ 4,313,948 $ 4,300,084 Amortization expense for intangible assets was $13,084 for the years ended December 31, 2015 and 2014 and $12,833 for the year ended December 31, 2013. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Sales are recognized when persuasive evidence of an arrangement exists, product delivery has occurred, pricing is fixed or determinable and collection is reasonably assured. Sales resulting from customer buy-back agreements, or associated inventory storage arrangements, are recognized upon delivery of the products to the customer, the customer’s designated manufacturer, or upon notice from the customer to destroy or dispose of the goods. Sales, provisions for estimated sales returns and the cost of goods sold are recorded at the time title transfers to customers. Actual product returns are charged against estimated sales return allowances. Sales rebates and discounts are common practice in the industries in which the Company operates. Volume, promotional, price, cash and other discounts and customer incentives are accounted for as a reduction to gross sales. Rebates and discounts are recorded based upon estimates at the time products are sold. These estimates are based upon historical experience for similar programs and products. The Company reviews such rebates and discounts on an ongoing basis and accruals for rebates and discounts are adjusted, if necessary, as additional information becomes available. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs The Company records shipping and handling costs billed to customers as a component of revenue and shipping and handling costs incurred by the Company for outbound freight are recorded as a component of cost of goods sold. |
Income Tax, Policy [Policy Text Block] | Income Taxes Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax benefit carry-forwards. Deferred tax liabilities and assets at the end of each period are determined using enacted tax rates. The Company records deferred tax assets arising from temporary timing differences between recorded net income and taxable net income when and if the Company believes that future earnings will be sufficient to realize the tax benefit. For those jurisdictions where the expiration date of tax benefit carry-forwards or the projected taxable earnings indicate that realization is not likely, a valuation allowance is provided. The provisions of FASB ASC 740, " Income Taxes The Company believes that its estimate of deferred tax assets and determination to record a valuation allowance against such assets are critical accounting estimates because they are subject to, among other things, an estimate of future taxable income, which is susceptible to change and dependent upon events that may or may not occur, and because the impact of recording a valuation allowance may be material to the assets reported on the balance sheet and results of operations. On December 31, 2013 the Company recognized deferred tax assets, net in the amount of $7,491,957 principally associated with our U.S. operating loss carryforwards. As of December 31, 2013, after careful evaluation of the Company’s historical operating results, business operation model, specific cost and income considerations and projected earnings, the Company concluded that there was sufficient evidence to ensure that it is more likely than not that the Company will be able to substantially utilize its U.S. operating loss carryforwards (See Note 6). As a result of the implementation of ASC 740-10 relating to unrecognized tax benefits, the Company recognized an increase in liabilities for unrecognized tax benefits of approximately $245,800, which was accounted for as an increase in the January 1, 2007 accumulated deficit. The amount subsequently increased due to interest and penalties accrual. During the year ended December 31, 2013, the Company recorded an income tax benefit due to the elimination of a tax liability of $135,177, recorded in 2007, which was associated with tax positions that could have been subject to reversal upon a regulatory review. The time limit for regulatory assessment of the tax liability expired and the liability was removed (See Note 6). No unrecognized tax benefits were recorded during the years ended December 31, 2014 and 2015. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company has employee equity incentive plans, which are described more fully in Note 4. The Company measures and recognizes compensation expense for all share-based payment awards made to employees and directors based on estimated fair values in accordance with FASB ASC 718 “ Compensation - Stock Compensation ASC 718 requires companies to estimate the fair value of share-based payment awards to employees and directors on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite service periods in the Company’s Statements of Operations. Stock-based compensation expense recognized in the Consolidated Statements of Operations and Comprehensive Income for the years ended December 31, 2015, 2014 and 2013 included compensation expense for share-based payment awards granted prior to, but not yet vested as of January 1 of the applicable year based on the grant date fair value estimated in accordance with the pro-forma provisions of ASC 718, and compensation expense for the share-based payment awards granted subsequent to January 1 based on the grant date fair value estimated in accordance with the provisions of ASC 718. For stock-based awards issued to employees and directors, stock-based compensation is attributed to expense using the straight-line single option method. As stock-based compensation expense recognized in the Consolidated Statements of Operations and Comprehensive Income for 2015, 2014 and 2013 is based on awards expected to vest, in accordance with ASC 718, forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company’s determination of fair value of share-based payment awards to employees and directors on the date of grant uses the Black-Scholes model, which is affected by the Company’s stock price as well as assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the expected term of the awards and actual and projected employee stock option exercise behaviors. The Company estimates expected volatility using historical data. The expected option term is estimated using the “safe harbor” provisions under ASC 718. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The Company has operations and holds assets in various foreign countries. The local currency is the functional currency for the Company’s subsidiaries in China and India. Assets and liabilities are translated at end-of-period exchange rates while revenues and expenses are translated at the average exchange rates in effect during the period. Equity is translated at historical rates and the resulting cumulative translation adjustments are included as a component of accumulated other comprehensive income until the translation adjustments are realized. Gains and losses resulting from foreign currency transactions and remeasurement adjustments of monetary assets and liabilities not held in an entity’s functional currency, which primarily affects the Company’s subsidiary in Hong Kong where the local currency of the Hong Kong Dollar is not the functional currency, are included in earnings. |
Cost of Sales, Policy [Policy Text Block] | Cost of Goods Sold |
Selling, General and Administrative Expenses, Policy [Policy Text Block] | Sales and Marketing Expense – General and Administrative Expenses |
Interest Expense, Policy [Policy Text Block] | Interest Expense and Interest Income |
Comprehensive Income, Policy [Policy Text Block] | Comprehensive Income Comprehensive income consists of net income and unrealized income on foreign currency translation adjustments. The foreign currency translation adjustment represents the net currency translation gains and losses related to our China and India subsidiaries, which have not been reflected in the net income for the periods presented. The Company reports comprehensive income in accordance with Topic 220 “ Comprehensive Income ,” Presentation of Comprehensive Income |
Commitments and Contingencies, Policy [Policy Text Block] | Litigation The Company currently has pending various claims and complaints that arise in the ordinary course of the business. The Company believes that there are meritorious defenses to these claims and that the claims are either covered by insurance or would not have a material effect on its consolidated financial condition if adversely determined against the Company. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value of Financial Instruments FASB ASC 820, “Fair V alue M easurements and D isclosures ” Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. Level 2—Include other inputs that are directly or indirectly observable in the marketplace. Level 3—Unobservable inputs which are supported by little or no market activity. The fair value hierarchy also requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The Company’s financial instruments include cash and cash equivalents, accounts receivable, other assets, accounts payable, accrued expenses, revolving line of credit from related party, revolving credit loan, term loan payable, capital lease obligations and other liabilities. The book value of the financial instruments is representative of their fair values. In accordance with ASC 820, the Company measures its cash equivalents at fair value. The Company’s cash equivalents are classified within Level 1 and valued primarily using quoted market prices utilizing market observable inputs. At December 31, 2015 and 2014, cash equivalents consisted of money market fund balances measured at fair value on a recurring basis; fair value of the Company’s money market funds was approximately $860,000 and $1,018,000, respectively. |
Reclassification, Policy [Policy Text Block] | Presentation In order to facilitate the comparison of financial information, certain amounts reported in the prior year have been reclassified to conform to the current year presentation. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update No. 2016-02 “ L eases In November 2015, the FASB issued ASU 2015-17, “ Balance Sheet Classification of Deferred Taxes ” In August 2015, the FASB issued ASU 2015-15, “ Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements Simplifying the Presentation of Debt Issuance Costs ” In July 2015, the FASB issued ASU 2015-11, “ Simplifying the Measurement of Inventory ” In May 2014, the FASB issued ASU 2014-09, “ Revenue from Contracts with Customers ” Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date |
Note 1 - Summary of Significa22
Note 1 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2015 2014 Finished goods $ 724,372 $ 705,368 Less: Inventory valuation reserves (69,012 ) (199,096 ) Inventories, net $ 655,360 $ 506,272 |
Property, Plant and Equipment [Table Text Block] | December 31, Depreciable L ife 2015 2014 In Y ears (1) Office equipment and computer related $ 4,126,720 $ 4,055,517 3 - 5 Machinery and production related equipment 971,502 914,000 5 - 10 Leasehold improvements (2) 620,007 474,269 Furniture and fixtures 347,505 256,903 5 Cost, total 6,065,734 5,700,689 Less: Accumulated depreciation and amortization (5,283,841 ) (5,116,103 ) Property and equipment, net $ 781,893 $ 584,586 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Dec e mber 31, 2015 2014 Tradename - Talon trademark $ 4,110,751 $ 4,110,751 Intellectual property rights and exclusive license 251,727 224,779 Less: Accumulated amortization (48,530 ) (35,446 ) Intellectual property rights, net 203,197 189,333 Intangible assets, net $ 4,313,948 $ 4,300,084 |
Note 2 - Credit Facilities, L23
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Tables) [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | December 31, 2015 2014 $4,000,000 revolving line of credit from related party and accrued interest payable per terms under Princess Investment Credit Agreement through maturity date of December 21, 2020; interest at a rate per annum of 11.5% as of December 31, 2015 $ 4,011,346 $ - Less: Debt discounts net of related amortization (428,114 ) - Less: Deferred financing costs net of related amortization (90,460 ) - 3,492,772 - Less: Current portion - - Revolving line of credit, net of debt discounts, deferred financing costs and current portion $ 3,492,772 $ - |
Interest Income and Interest Expense Disclosure [Table Text Block] | Years Ended December 31, 2015 2014 2013(1) Revolving credit loan $ 120,883 $ 61,733 $ 160 Term loan payable 93,280 257,071 833 Revolving line of credit from related party 94,907 - - Amortization of deferred financing cost 152,589 90,572 - Amortization of debt discounts 21,885 - - Interest on promissory note - - 27,490 Total Credit Facilities related interest expense 483,544 409,376 28,483 Other interest expense (income), net 29,891 1,894 (2,706 ) Interest expense , net $ 513,435 $ 411,270 $ 25,777 |
Schedule of Debt [Table Text Block] | December 31, 2015 2014 $5,000,000 term loan payable to Union Bank dated December 31, 2013 payable in monthly payments per Credit Agreement and related amendments; interest at a rate per annum of 2.75% in excess of the reference rate of 3.25% as of December 31, 2014, increasing to 3.75% in excess of the reference rate at March 1, 2015 $ - $ 2,833,334 Less: Current portion - (1,816,667 ) Less: Deferred financing costs - (140,086 ) Term loan payable, net of current portion $ - $ 876,581 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | Years ending December 31 , Amount 2016 $ 27,729 2017 27,728 2018 27,728 2019 11,554 Total payments 94,739 Less amount representing interest (12,015 ) Balance at December 31, 2015 82,724 Less current portion 21,940 Long-term portion $ 60,784 |
Line of Credit [Member] | |
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Tables) [Line Items] | |
Schedule of Long-term Debt Instruments [Table Text Block] | Years ending December 31 , Amount Principal (1) Interest 2016 $ 43,519 $ - $ 43,519 2017 512,399 - 512,399 2018 796,512 300,000 496,512 2019 875,646 420,000 455,646 2020 4,124,590 3,735,643 388,947 Total $ 6,352,666 $ 4,455,643 $ 1,897,023 |
Note 3 - Stockholders' Equity (
Note 3 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Temporary Equity [Table Text Block] | Series B Preferred Stock as of December 31, 2012 $ 23,979,216 Series B Preferred Stock liquidation preference increase for January 1-July 12, 2013 1,914,470 Series B Preferred Stock as of July 12, 2013 per original redemption value 25,893,686 Series B Preferred Stock redemption discount (1) (7,093,686 ) Series B Preferred Stock before the Redemption 18,800,000 Series B Preferred Stock Redemption on July 12, 2013 (18,800,000 ) Series B Preferred Stock as of December 31, 2013, 2014 and 2015 $ - |
Note 4 - Stock-Based Compensa25
Note 4 - Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 4 - Stock-Based Compensation (Tables) [Line Items] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | Number of Shares Weighted Average Exercise Price Employees and Directors Options outstanding - January 1, 2013 6,372,100 $ 0.21 Granted 400,000 $ 0.28 Exercised (11,875 ) $ 0.08 Cancelled (538,500 ) $ 0.50 Options outstanding - December 31, 2013 6,221,725 $ 0.19 Granted 4,045,000 $ 0.21 Exercised (463,542 ) $ 0.13 Cancelled (55,416 ) $ 0.19 Options outstanding - December 31, 2014 9,747,767 $ 0.20 Granted 800,000 $ 0.15 Exercised - $ - Cancelled (2,112,500 ) $ 0.25 Options outstanding - December 31, 2015 8,435,267 $ 0.18 Non Employees Warrants outstanding – January 1, 2013 and December 31, 2014 - $ - Granted 3,000,000 $ 0.18 Exercised - $ - Cancelled - $ - Warrants outstanding - Decembers 31, 2015 3,000,000 $ 0.18 |
Schedule of Share-based Compensation, Activity [Table Text Block] | Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Intrinsic Value Employee s and Director s stock options At December 31, 2015 : Outstanding 8,435,267 $ 0.18 5.7 $ 0.03 Vested and Expected to Vest 8,381,079 $ 0.18 5.6 $ 0.04 Exercisable 6,322,764 $ 0.18 4.6 $ 0.04 At December 31, 2014: Outstanding 9,747,767 $ 0.20 6.8 $ 0.03 Vested and Expected to Vest 9,638,553 $ 0.20 6.8 $ 0.03 Exercisable 5,692,139 $ 0.20 4.9 $ 0.05 Non - employee warrants At December 31, 2015: Outstanding 3,000,000 $ 0.18 4.9 $ 0.00 Vested and Expected to Vest 3,000,000 $ 0.18 4.9 $ 0.00 Exercisable 3,000,000 $ 0.18 4.9 $ 0.00 At December 31, 2014: Outstanding - - - - Vested and Expected to Vest - - - - Exercisable - - - - |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Number of RSUs Weighted Average Grant date Unvested Vested Total value per RSU RSUs outstanding - December 31, 2012 3,467,100 5,089,900 8,557,000 $ 0.196 Vested (2,311,400 ) 2,311,400 - $ 0.196 Common stock issued - (7,401,300 ) (7,401,300 ) $ 0.196 RSUs outstanding - December 31, 2013 1,155,700 - 1,155,700 $ 0.196 Vested (1,155,700 ) 1,155,700 - $ 0.196 Common stock issued (1) - (1,155,700 ) (1,155,700 ) $ 0.196 RSUs outstanding - December 31, 2014 and 2015 - - - $ - |
Stock Options and Warrants [Member] | |
Note 4 - Stock-Based Compensation (Tables) [Line Items] | |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | Years ended December 31, 2015 2014 2013 Stock options and Warrants Expected volatility 242 - 266% 255 - 260% 330 % Expected term (yrs) 5.0 - 6.1 5.3 - 6.1 5.3 Expected dividends - - - Risk-free rate 1.6 - 2.0% 1.6 - 1.8% 1.5 % |
Note 5 - Net Income Per Share (
Note 5 - Net Income Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Years Ended December 31, 2015 2014 2013 Net income (Numerator) Shares (Denominator) Per Share Amount Net income (Numerator) Shares (Denominator) Per Share Amount Net income (loss) (Numerator) Shares (Denominator) Per Share Amount Net income $ 511,327 92,267,831 $ 0.01 $ 572,069 92,153,648 $ 0.01 $ 9,731,087 56,213,272 $ 0.17 Series B preferred stock liquidation preference increase - - 0.00 - - 0.00 (1,914,470 ) - (0.03 ) Series B preferred stock redemption discount, net (See Note 3 and Note 4) - - 0.00 - - 0.00 6,939,257 - 0.12 Basic net income applicable to common stockholders 511,327 92,267,831 0.01 572,069 92,153,648 0.01 14,755,874 56,213,272 0.26 Stock options, Warrants, RSUs and Series B preferred stock with dilutive effect - 1,253,978 - - 2,147,518 0.00 - 4,341,449 (0.02 ) Diluted net income applicable to common stockholders $ 531,327 93,521,809 $ 0.01 $ 572,069 94,301,166 $ 0.01 $ 14,755,874 60,554,721 $ 0.24 |
Note 6 - Income Taxes (Tables)
Note 6 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Year s Ended December 31, 2015 2014 2013 Current: Federal $ - $ - $ - State 3,294 5,596 4,731 Foreign 190,181 445,696 354,170 Total current 193,475 451,292 358,901 Deferred: Federal 56,835 259,028 (5,822,530 ) State 4,051 68,214 (1,502,877 ) Foreign 7,300 (22,168 ) (33,134 ) Total deferred 68,186 305,074 (7,358,541 ) Total $ 261,661 $ 756,366 $ (6,999,640 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Year s Ended December 31, 2015 2014 2013 Current: Federal statutory rate 34.0 % 34.0 % 34.0 % State taxes, net of federal benefit 0.6 3.7 (36.2 ) Change in effective foreign tax rate (4.1 ) (12.5 ) (10.7 ) Foreign dividend, net of foreign tax credit 3.8 21.1 12.8 Other permanent differences 6.2 8.8 0.3 Change in valuation allowance (14.6 ) (1.9 ) (268.3 ) Change in uncertainty in income taxes - - (4.9 ) Other 8.0 3.7 16.7 Total 33.9 % 56.9 % (256.3 )% |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | Year s Ended December 31, 2015 2014 2013 Domestic $ 574,028 $ (151,579 ) $ 992,625 Foreign 198,960 1,480,014 1,738,822 Total $ 772,988 $ 1,328,435 $ 2,731,447 |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2015 2014 Net deferred income tax es : Net operating loss carry-forward $ 5,840,011 $ 5,972,254 Intangible assets, net (1,304,246 ) (1,149,382 ) Property and equipment, net (62,447 ) (32,598 ) Related party interest 4,486 - Inventory allowance - 57,107 Credit carryforwards 1,019,565 850,851 Stock awards expense 351,375 320,336 Payroll 240,915 203,877 Other 17,393 124,133 Total 6,107,052 6,346,578 Less: Valuation allowance (69,046 ) (239,701 ) Net deferred income taxes $ 6,038,006 $ 6,106,877 Presented as part of : Current deferred income tax assets, net $ 997,067 $ 746,370 Deferred income tax assets, net $ 5,046,345 $ 5,374,468 Deferred income tax liabilities $ (5,406 ) $ (13,961 ) |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | Years Ended December 31, 2015 2014 2013 Beginning Balance $ - $ - $ 133,602 Interest and penalties - - 1,575 Elimination of a tax liability as a result of a lapse of the applicable statue of limitations - - (135,177 ) Ending Balance $ - $ - $ - |
Note 7 - Commitments and Cont28
Note 7 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Years End ed December 31, Amount 2016 $ 913,782 2017 836,562 2018 574,629 2019 445,344 2020 136,208 Total minimum payments $ 2,906,525 |
Note 8 - Segment Reporting an29
Note 8 - Segment Reporting and Geographic Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Year Ended December 31, 2015 Talon Zipper Talon Trim Consolidated Net sales $ 21,283,641 $ 27,069,058 $ 48,352,699 Cost of goods sold 15,708,581 16,361,020 32,069,601 Gross profit $ 5,575,060 $ 10,708,038 16,283,098 Operating expenses 14,862,626 Income from operations $ 1,420,472 Years Ended December 31, 2014 Talon Zipper Talon Trim Consolidated Net sales $ 24,709,639 $ 24,613,045 $ 49,322,684 Cost of goods sold 17,951,591 15,363,182 33,314,773 Gross profit $ 6,758,048 $ 9,249,863 16,007,911 Operating expenses 14,268,206 Income from operations $ 1,739,705 Year Ended December 31, 2013 Talon Zipper Talon Trim Consolidated Net sales $ 28,756,206 $ 23,691,181 $ 52,447,387 Cost of goods sold 20,459,426 15,015,110 35,474,536 Gross profit $ 8,296,780 $ 8,676,071 16,972,851 Operating expenses 14,215,627 Income from operations $ 2,757,224 |
Revenue from External Customers by Geographic Areas [Table Text Block] | Year s Ended December 31, 2015 2014 2013 Sales: United States $ 3,416,139 $ 4,396,352 $ 4,145,383 China 12,649,786 15,564,055 15,078,074 Hong Kong 10,637,605 11,496,969 14,681,767 India 3,103,010 2,522,576 2,114,044 Bangladesh 3,920,185 2,377,472 2,617,840 Vietnam 3,290,555 2,086,261 2,584,093 Other 11,335,419 10,878,999 11,226,186 Total $ 48,352,699 $ 49,322,684 $ 52,447,387 |
Long-lived Assets by Geographic Areas [Table Text Block] | Years Ended December 31, 2015 2014 2013 Long-lived Assets: United States $ 4,793,042 $ 4,554,831 $ 4,514,104 China 213,887 178,873 88,962 Hong Kong 88,912 150,966 278,636 Total $ 5,095,841 $ 4,884,670 $ 4,881,702 |
Note 10 - Quarterly Results (30
Note 10 - Quarterly Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | Year Ended December 3 1 , 201 5 1st 2nd 3 rd 4th Net sales $ 10,808,422 $ 15,797,278 $ 9,992,091 $ 11,764,908 Gross profit $ 3,563,907 $ 5,032,959 $ 3,373,541 $ 4,312,691 Income from operations $ (145,819 ) $ 772,841 $ 163,231 $ 630,219 Net income (loss) $ (159,223 ) $ 448,507 $ (90,353 ) $ 312,396 Net income (loss) per share $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Basic and diluted net income (loss) per share applicable to Common Stockholders $ (0.00 ) $ 0.00 $ (0.00 ) $ 0.00 Total comprehensive income (loss) $ (158,944 ) $ 448,818 $ (100,573 ) $ 308,240 Year Ended December 3 1 , 201 4 1st 2nd 3 rd 4th Net sales $ 11,343,118 $ 15,959,169 $ 11,749,970 $ 10,270,427 Gross profit $ 3,734,956 $ 5,405,460 $ 3,718,732 $ 3,148,763 Income (loss) from operations $ 142,195 $ 1,481,564 $ 315,122 $ (199,176 ) Net income (loss) $ 17,265 $ 814,475 $ 57,086 $ (316,757 ) Net income (loss) per share $ 0.00 $ 0.01 $ 0.00 $ (0.00 ) Basic and diluted net income (loss) per share applicable to Common Stockholders $ 0.00 $ 0.01 $ 0.00 $ (0.00 ) Total comprehensive income (loss) $ 18,357 $ 815,241 $ 55,944 $ (316,083 ) |
Schedule II - Valuation and Q31
Schedule II - Valuation and Qualifying Accounts and Reserves (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Summary of Valuation Allowance [Table Text Block] | Description Balance at Beginning of Year Additions (Adjustments) Deductions Balance at End of Year 2015 Allowance for doubtful accounts deducted from accounts receivable in the balance sheet $ 51,000 $ 19,000 $ 3,000 $ 67,000 Reserve for inventory valuation deducted from inventories on the balance sheet 199,000 20,000 150,000 69,000 Valuation reserve deducted from deferred income tax assets 240,000 (171,000 ) - 69,000 $ 490,000 $ (132,000 ) $ 153,000 $ 205,000 2014 Allowance for doubtful accounts deducted from accounts receivable in the balance sheet $ 42,000 $ 23,000 $ 14,000 $ 51,000 Reserve for inventory valuation deducted from inventories on the balance sheet 230,000 (17,000 ) 14,000 199,000 Valuation reserve deducted from deferred income tax assets 278,000 (38,000 ) - 240,000 $ 550,000 $ (32,000 ) $ 28,000 $ 490,000 2013 Allowance for doubtful accounts deducted from accounts receivable in the balance sheet $ 1,000 $ 42,000 $ 1,000 $ 42,000 Reserve for inventory valuation deducted from inventories on the balance sheet 261,000 65,000 96,000 230,000 Valuation reserve deducted from deferred income tax assets 10,439,000 (8,538,000 ) 1,623,000 278,000 $ 10,701,000 $ (8,431,000 ) $ 1,720,000 $ 550,000 |
Note 1 - Summary of Significa32
Note 1 - Summary of Significant Accounting Policies (Details) - USD ($) | Mar. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2006 | Dec. 31, 2012 |
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Cash, Uninsured Amount | $ 2,900,000 | $ 2,400,000 | ||||
Allowance for Doubtful Accounts Receivable, Current | 67,217 | 50,563 | ||||
Impairment of Long-Lived Assets Held-for-use | 0 | 0 | ||||
Depreciation | 244,292 | 252,507 | $ 481,148 | |||
Goodwill and Intangible Asset Impairment | 0 | 0 | ||||
Payments to Acquire Intangible Assets | 26,948 | 46,057 | ||||
Finite-Lived Intangible Assets, Gross | 251,727 | 224,779 | ||||
Amortization of Intangible Assets | 13,084 | 13,084 | 12,833 | |||
Deferred Tax Assets, Net | 6,038,006 | 6,106,877 | 7,491,957 | |||
Unrecognized Tax Benefits, Increase Resulting from Prior Period Tax Positions | $ 245,800 | |||||
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | $ 135,177 | 135,177 | ||||
Unrecognized Tax Benefits | 0 | 0 | 0 | $ 133,602 | ||
Interest Expense | 516,199 | 415,133 | 30,192 | |||
Interest Income, Other | 2,764 | 3,863 | $ 4,415 | |||
Money Market Funds [Member] | ||||||
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Cash and Cash Equivalents, Fair Value Disclosure | 860,000 | 1,018,000 | ||||
Intellectual Property [Member] | ||||||
Note 1 - Summary of Significant Accounting Policies (Details) [Line Items] | ||||||
Payments to Acquire Intangible Assets | 26,948 | 46,057 | ||||
Finite-Lived Intangible Assets, Gross | $ 73,005 | $ 46,057 |
Note 1 - Summary of Significa33
Note 1 - Summary of Significant Accounting Policies (Details) - Inventories - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Inventories [Abstract] | ||
Finished goods | $ 724,372 | $ 705,368 |
Less: Inventory valuation reserves | (69,012) | (199,096) |
Inventories, net | $ 655,360 | $ 506,272 |
Note 1 - Summary of Significa34
Note 1 - Summary of Significant Accounting Policies (Details) - Property and Equipment - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | ||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Gross | $ 6,065,734 | $ 5,700,689 | |
Less: Accumulated depreciation and amortization | (5,283,841) | (5,116,103) | |
Property and equipment, net | 781,893 | 584,586 | |
Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Gross | 4,126,720 | 4,055,517 | |
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Gross | 971,502 | 914,000 | |
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Gross | [1] | 620,007 | 474,269 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Gross | $ 347,505 | $ 256,903 | |
Property, Plant, and Equipment, Useful Life | [2] | 5 years | |
Minimum [Member] | Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Useful Life | [2] | 3 years | |
Minimum [Member] | Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Useful Life | [2] | 5 years | |
Maximum [Member] | Computer Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Useful Life | [2] | 5 years | |
Maximum [Member] | Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, Plant, and Equipment, Useful Life | [2] | 10 years | |
[1] | Depreciable life for leasehold improvements represents the term of the lease or the estimated life of the related improvements, whichever is shorter. | ||
[2] | Depreciation of property and equipment is computed using the straight-line method based on estimated useful lives as shown above. |
Note 1 - Summary of Significa35
Note 1 - Summary of Significant Accounting Policies (Details) - Intangible Assets - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Intangible Assets [Abstract] | ||
Tradename - Talon trademark | $ 4,110,751 | $ 4,110,751 |
Intellectual property rights and exclusive license | 251,727 | 224,779 |
Less: Accumulated amortization | (48,530) | (35,446) |
Intellectual property rights, net | 203,197 | 189,333 |
Intangible assets, net | $ 4,313,948 | $ 4,300,084 |
Note 2 - Credit Facilities, L36
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) | Dec. 23, 2015USD ($) | Aug. 12, 2015USD ($) | Aug. 11, 2015USD ($) | Aug. 10, 2015USD ($)$ / sharesshares | Aug. 04, 2015USD ($) | Mar. 03, 2015USD ($) | Mar. 01, 2015 | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2013USD ($) | Jan. 31, 2014 | Sep. 30, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 21, 2015USD ($)shares | Dec. 31, 2015USD ($)$ / sharesshares | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2014USD ($) | |
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Payments of Financing Costs | $ 147,669 | $ 10,000 | $ 250,000 | ||||||||||||||||||||
Debt Instrument, Periodic Payment | 6,352,666 | ||||||||||||||||||||||
Interest Expense, Debt | 483,544 | 409,376 | 28,483 | [1] | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 4,455,643 | ||||||||||||||||||||||
Capital Lease Obligation, Interest Rate | 8.00% | ||||||||||||||||||||||
Capital Leased Assets, Gross | $ 94,739 | 94,739 | |||||||||||||||||||||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 12,632 | 12,632 | |||||||||||||||||||||
Capital Leases, Future Minimum Payments Due | $ 0 | 94,739 | 94,739 | 0 | |||||||||||||||||||
Scenario, Previously Reported [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Notes Payable, Noncurrent | 1,016,667 | 1,016,667 | |||||||||||||||||||||
Line of Credit, Current | 1,500,000 | 1,500,000 | |||||||||||||||||||||
Princess Investment Holdings, Inc [Member] | Line of Credit [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Long-term Line of Credit | $ 4,011,346 | 4,011,346 | |||||||||||||||||||||
Proceeds from Lines of Credit | $ 4,000,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.50% | 11.50% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,000,000 | $ 4,000,000 | |||||||||||||||||||||
CVC [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Repayments of Notes Payable | $ 5,800,000 | ||||||||||||||||||||||
Former CEO and Board Member [Member] | Employee Severance Payment [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Officers' Compensation | $ 715,000 | ||||||||||||||||||||||
From Other Assets to Term Loan Payable and Revolving Credit Loan [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Prior Period Reclassification Adjustment | 169,428 | ||||||||||||||||||||||
Into Term Loan Payable [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Prior Period Reclassification Adjustment | 140,086 | ||||||||||||||||||||||
Into Term Loan Payable, Net of Current Portion [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Prior Period Reclassification Adjustment | 29,342 | ||||||||||||||||||||||
Union Bank [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Long-term Debt | 4,333,334 | 4,333,334 | |||||||||||||||||||||
Union Bank [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Proceeds from Lines of Credit | 700,000 | ||||||||||||||||||||||
Princess Investment Holdings, Inc [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 12.50% | 11.50% | |||||||||||||||||||||
Proceeds from Related Party Debt | $ 2,000,000 | $ 1,500,000 | |||||||||||||||||||||
Long-term Debt, Gross | $ 2,000,000 | ||||||||||||||||||||||
Subordinated Debt, Maximum Indebtedness | 6,000,000 | ||||||||||||||||||||||
Financial Covenant Loss, After Taxes, Maximum | 1,000,000 | ||||||||||||||||||||||
Long Term Debt, Maturities, Monthly Repayments Of Principal In Next Twelve Months | $ 0 | 0 | |||||||||||||||||||||
Long Term Debt, Maturities, Monthly Repayments of Principal in Year Two | 25,000 | 25,000 | |||||||||||||||||||||
Long Term Debt, Maturities, Monthly Repayments of Principal in Year Three | 35,000 | 35,000 | |||||||||||||||||||||
Long Term Debt, Maturities, Monthly Repayments of Principal in Year Four | 50,000 | 50,000 | |||||||||||||||||||||
Interest Expense, Debt | 94,907 | ||||||||||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 2,000,000 | 2,000,000 | |||||||||||||||||||||
Princess Investment Holdings, Inc [Member] | Additional Advance [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Proceeds from Related Party Debt | $ 500,000 | ||||||||||||||||||||||
Princess Investment Holdings, Inc [Member] | Permission from Union Bank Lender to Borrow from Princess Investment Holdings [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Subordinated Debt, Maximum Indebtedness | $ 3,000,000 | ||||||||||||||||||||||
Princess Investment Holdings, Inc [Member] | Compounded Interest In Loan Balance [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Interest Payable | 455,643 | 455,643 | |||||||||||||||||||||
Princess Investment Holdings, Inc [Member] | Loan Fee [Member] | Paid Upon Maturity [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Payments of Financing Costs | $ 60,000 | 60,000 | |||||||||||||||||||||
Princess Investment Holdings, Inc [Member] | Loan Fee and Additional Legal Fees [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Payments of Financing Costs | 107,965 | ||||||||||||||||||||||
Union Bank [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Notes Payable, Noncurrent | 876,581 | 876,581 | |||||||||||||||||||||
Line of Credit, Current | 1,470,658 | 1,470,658 | |||||||||||||||||||||
Proceeds from Lines of Credit | $ 700,000 | $ 1,000,000 | 1,000,000 | ||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | 2.75% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | $ 5,000,000 | |||||||||||||||||||
Debt Instrument, Covenant, Minimum Fixed Charge Coverage Ratio | 1.25 | 1.25 | 1 | 0.70 | 1.25 | 1.25 | 1.25 | ||||||||||||||||
Debt Instrument, Covenant, Minimum EBITDA | $ 2,750,000 | $ 1,750,000 | $ 2,750,000 | $ 2,750,000 | |||||||||||||||||||
Notes Payable to Bank | 2,833,334 | 2,833,334 | |||||||||||||||||||||
Repayments of Lines of Credit | 2,200,000 | 500,000 | |||||||||||||||||||||
Union Bank [Member] | Waiver Fees [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Payments of Financing Costs | $ 25,000 | 10,000 | |||||||||||||||||||||
Union Bank [Member] | Legal Fees [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Payments of Financing Costs | $ 6,915 | ||||||||||||||||||||||
Union Bank [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,622,000 | ||||||||||||||||||||||
Long-term Line of Credit | 1,500,000 | 1,500,000 | |||||||||||||||||||||
Debt Instrument, Term | 24 months | ||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500,000 | $ 3,500,000 | 3,500,000 | ||||||||||||||||||||
Proceeds from Lines of Credit | $ 1,000,000 | 1,000,000 | |||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.50% | ||||||||||||||||||||||
Repayments of Lines of Credit | 2,200,000 | 500,000 | |||||||||||||||||||||
Term Loan Payable [Member] | Union Bank [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Repayments of Notes Payable | $ 1,440,278 | $ 500,000 | $ 2,833,334 | $ 2,166,666 | |||||||||||||||||||
Payments of Financing Costs | $ 250,000 | ||||||||||||||||||||||
Debt Instrument, Term | 36 months | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 5,000,000 | 5,000,000 | $ 5,000,000 | ||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 138,889 | ||||||||||||||||||||||
Notes Payable to Bank | 1,440,278 | ||||||||||||||||||||||
Term Loan Payable [Member] | Union Bank [Member] | Loan Modification Fee [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Payments of Financing Costs | $ 50,000 | ||||||||||||||||||||||
Term Loan Payable [Member] | Union Bank [Member] | Legal Fees [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Payments of Financing Costs | $ 18,000 | ||||||||||||||||||||||
Term Loan Payable [Member] | Union Bank [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 1.00% | ||||||||||||||||||||||
Term Loan Payable [Member] | Union Bank [Member] | Prime Rate [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.25% | 3.25% | |||||||||||||||||||||
Term Loan Payable [Member] | Union Bank [Member] | Amended Principal Repayments [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Repayments of Notes Payable | $ 200,000 | $ 400,000 | $ 600,000 | ||||||||||||||||||||
CVC [Member] | Union Bank [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Proceeds from Lines of Credit | $ 827,490 | ||||||||||||||||||||||
Princess Investment Warrant [Member] | |||||||||||||||||||||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares) | shares | 1,000,000 | 2,000,000 | 2,000,000 | ||||||||||||||||||||
Class of Warrant or Right, Warrant Term | 5 years | 5 years | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ / shares | $ 0.18 | $ 0.18 | $ 0.18 | ||||||||||||||||||||
Class of Warrant or Right, Outstanding (in Shares) | shares | 1,000,000 | 2,000,000 | |||||||||||||||||||||
Warrants and Rights Outstanding | $ 130,000 | $ 320,000 | |||||||||||||||||||||
[1] | Interest expense related to a retired Debt Facility. |
Note 2 - Credit Facilities, L37
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Revolving Line of Credit - Princess Investment Holdings, Inc [Member] - Line of Credit [Member] | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
$4,000,000 revolving line of credit from related party and accrued interest payable per terms under Princess Investment Credit Agreement through maturity date of December 21, 2020; interest at a rate per annum of 11.5% as of December 31, 2015 | $ 4,011,346 |
Less: Debt discounts net of related amortization | (428,114) |
Less: Deferred financing costs net of related amortization | (90,460) |
Revolving Line of Credit | $ 3,492,772 |
Note 2 - Credit Facilities, L38
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Revolving Line of Credit (Parentheticals) - Princess Investment Holdings, Inc [Member] - Line of Credit [Member] | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
Revolving Term Loan, Face Amount | $ 4,000,000 |
Revolving Term Loan, Interest Rate | 11.50% |
Note 2 - Credit Facilities, L39
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Future Minimum Annual Payments Under the Revolving Line of Credit | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | |
Amount | $ 6,352,666 |
Principal | 4,455,643 |
Interest | 1,897,023 |
Debt Instrument, Redemption, Period One [Member] | |
Debt Instrument [Line Items] | |
Amount | 43,519 |
Interest | 43,519 |
Debt Instrument, Redemption, Period Two [Member] | |
Debt Instrument [Line Items] | |
Amount | 512,399 |
Interest | 512,399 |
Debt Instrument, Redemption, Period Three [Member] | |
Debt Instrument [Line Items] | |
Amount | 796,512 |
Principal | 300,000 |
Interest | 496,512 |
Debt Instrument, Redemption, Period Four [Member] | |
Debt Instrument [Line Items] | |
Amount | 875,646 |
Principal | 420,000 |
Interest | 455,646 |
Debt Instrument, Redemption, Period Five [Member] | |
Debt Instrument [Line Items] | |
Amount | 4,124,590 |
Principal | 3,735,643 |
Interest | $ 388,947 |
Note 2 - Credit Facilities, L40
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Interest Expense Included in Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Interest Expense Included in Consolidated Statements of Operations [Line Items] | |||||
Debt Interest Expense | [1] | $ 27,490 | |||
Total Credit Facilities related interest expense | $ 483,544 | $ 409,376 | 28,483 | [1] | |
Interest Expense, Net | 513,435 | 411,270 | $ 25,777 | [1] | |
Amortization of deferred financing cost | 152,589 | 90,572 | [1] | ||
Amortization of debt discounts | 21,885 | [1] | |||
Miscellaneous [Member] | |||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Interest Expense Included in Consolidated Statements of Operations [Line Items] | |||||
Interest Expense, Net | 29,891 | 1,894 | $ (2,706) | [1] | |
Revolving Credit Facility [Member] | |||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Interest Expense Included in Consolidated Statements of Operations [Line Items] | |||||
Debt Interest Expense | 120,883 | 61,733 | 160 | [1] | |
Term Loan Payable [Member] | |||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Interest Expense Included in Consolidated Statements of Operations [Line Items] | |||||
Debt Interest Expense | 93,280 | $ 257,071 | $ 833 | [1] | |
Princess Investment Holdings, Inc [Member] | |||||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Interest Expense Included in Consolidated Statements of Operations [Line Items] | |||||
Debt Interest Expense | $ 94,907 | ||||
[1] | Interest expense related to a retired Debt Facility. |
Note 2 - Credit Facilities, L41
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Notes Payable | Dec. 31, 2014USD ($) |
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Notes Payable [Line Items] | |
Less: Current portion | $ (1,816,667) |
Union Bank [Member] | |
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Notes Payable [Line Items] | |
$5,000,000 term loan payable to Union Bank dated December 31, 2013 payable in monthly payments per Credit Agreement and related amendments; interest at a rate per annum of 2.75% in excess of the reference rate of 3.25% as of December 31, 2014, increasing to 3.75% in excess of the reference rate at March 1, 2015 | 2,833,334 |
Less: Current portion | (1,816,667) |
Less: Deferred financing costs | (140,086) |
Term loan payable, net of current portion | $ 876,581 |
Note 2 - Credit Facilities, L42
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Notes Payable (Parentheticals) - Union Bank [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Notes Payable (Parentheticals) [Line Items] | ||
Note Payable, Face Amount (in Dollars) | $ 5,000,000 | $ 5,000,000 |
Interest Rate per Annum in excess of the reference rate | 2.75% | 2.75% |
Union Bank's Reference Rate [Member] | ||
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Notes Payable (Parentheticals) [Line Items] | ||
Reference Rate | 3.25% | 3.25% |
Note 2 - Credit Facilities, L43
Note 2 - Credit Facilities, Long Term Obligations and Related Party Transactions (Details) - Future Minimum Annual Payments of Capital Lease Obligations - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Future Minimum Annual Payments of Capital Lease Obligations [Abstract] | ||
2,016 | $ 27,729 | |
2,017 | 27,728 | |
2,018 | 27,728 | |
2,019 | 11,554 | |
Total payments | 94,739 | $ 0 |
Less amount representing interest | (12,015) | |
Balance at December 31, 2015 | 82,724 | |
Less current portion | 21,940 | |
Long-term portion | $ 60,784 |
Note 3 - Stockholders' Equity44
Note 3 - Stockholders' Equity (Details) - USD ($) | Jul. 12, 2013 | Jul. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Jul. 31, 2016 | Dec. 04, 2014 | Nov. 08, 2013 | Nov. 07, 2013 | |
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Common Stock, Shares Authorized | 300,000,000 | 300,000,000 | 300,000,000 | 100,000,000 | ||||||
Preferred Stock, Shares Authorized | 3,000,000 | 3,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.001 | |||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||
Stock Redeemed or Called During Period, Value (in Dollars) | $ (218,880) | |||||||||
Payments for Repurchase of Redeemable Convertible Preferred Stock (in Dollars) | 13,000,000 | |||||||||
Preferred Stock Redeemed Through Issuance of Promissory Note (in Dollars) | 5,800,000 | |||||||||
Preferred Stock Redemption Discount, Gross (in Dollars) | 7,093,686 | |||||||||
Payments For Cost Associated With Redemption Of Preferred Stock (in Dollars) | 154,429 | |||||||||
Proceeds from Issuance of Private Placement (in Dollars) | 5,500,000 | |||||||||
Common Stock, Shares, Outstanding | 92,267,831 | 92,267,831 | ||||||||
Registration Rights Agreement, Shares Initially Issued in a Private Placement, Shares Registered for Resale | 61,111,109 | |||||||||
Preferred Stock Redemption Discount (in Dollars) | 6,939,257 | |||||||||
Payments of Stock Issuance Costs (in Dollars) | 162,671 | |||||||||
Preferred Stock, Dividend Rate, Percentage | 16.00% | |||||||||
Series B Convertible Preferred Stock [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Preferred Stock, Shares Authorized | 0 | 0 | ||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||||||
Temporary Equity, Carrying Amount, Attributable to Parent (in Dollars) | $ 15,803,513 | |||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||
Preferred Stock Redemption Discount (in Dollars) | $ 903,172 | $ 6,939,257 | ||||||||
Temporary Equity, Shares Issued | 407,160 | |||||||||
Long-term Debt, Current Maturities (in Dollars) | $ 16,706,685 | |||||||||
Conversion of Stock, Amount Converted (in Dollars) | 17,277,600 | |||||||||
Debt Instrument, Convertible, Beneficial Conversion Feature (in Dollars) | 1,283,343 | |||||||||
Payments of Stock Issuance Costs (in Dollars) | $ 190,744 | |||||||||
Eliminated [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent (in Dollars) | $ 25,893,686 | |||||||||
Scenario, Forecast [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Temporary Equity, Carrying Amount, Attributable to Parent (in Dollars) | $ 40,704,105 | |||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | [1] | |||||||||
CVC [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Preferred Stock Redemption Discount (in Dollars) | $ 6,939,257 | |||||||||
CVC [Member] | Series B Convertible Preferred Stock [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Stock Redeemed or Called During Period, Shares | 407,160 | |||||||||
Stock Redeemed or Called During Period, Value (in Dollars) | $ 18,800,000 | |||||||||
Payments for Repurchase of Redeemable Convertible Preferred Stock (in Dollars) | 13,000,000 | |||||||||
Preferred Stock Redeemed Through Issuance of Promissory Note (in Dollars) | 5,800,000 | |||||||||
Preferred Stock Redemption Discount, Gross (in Dollars) | 7,093,686 | |||||||||
Payments For Cost Associated With Redemption Of Preferred Stock (in Dollars) | 154,429 | |||||||||
Common Stock [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Stock Redeemed or Called During Period, Shares | 576,000 | |||||||||
Stock Redeemed or Called During Period, Value (in Dollars) | $ (576) | |||||||||
Proceeds from Issuance of Private Placement (in Dollars) | $ 5,500,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 61,111,109 | 61,111,109 | ||||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.09 | |||||||||
Share Price (in Dollars per share) | $ 0.058 | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 610,894 | 7,401,300 | ||||||||
Common Stock [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 4,745,600 | |||||||||
Common Stock [Member] | Zipper Holdings, LLC [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Stock Issued During Period, Shares, New Issues | 8,333,333 | |||||||||
Minimum [Member] | Kutula Holdings Ltd [Member] | ||||||||||
Note 3 - Stockholders' Equity (Details) [Line Items] | ||||||||||
Common Stock, Shares, Outstanding | 15,500,000 | |||||||||
Common Stock, Registration Rights Agreement, Minimum Percent of Shares Required for Registration Statement Filing | 25.00% | |||||||||
[1] | On January 30, 2014, 610,894 shares of common stock were issued upon final settlement of vested restricted stock units, and the equivalent of 544,806 shares were retained by the Company in payment of the tax associated with the vesting of restricted stock units previously granted to the reporting persons. |
Note 3 - Stockholders' Equity45
Note 3 - Stockholders' Equity (Details) - Series B Preferred Stock Activity - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jul. 12, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Temporary Equity [Line Items] | ||||
Series B Preferred Stock liquidation preference increase for January 1-July 12, 2013 | $ (1,914,470) | |||
Series B Preferred Stock redemption discount (1) | (7,093,686) | |||
Series B Preferred Stock Redemption on July 12, 2013 | $ 218,880 | |||
Series B Convertible Preferred Stock [Member] | ||||
Temporary Equity [Line Items] | ||||
Series B Preferred Stock | $ 23,979,216 | |||
Series B Preferred Stock liquidation preference increase for January 1-July 12, 2013 | $ 1,914,470 | |||
Series B Preferred Stock redemption discount (1) | [1] | (7,093,686) | ||
Series B Preferred Stock Redemption on July 12, 2013 | (18,800,000) | |||
Series B Convertible Preferred Stock [Member] | Per Original Redemption Value [Member] | ||||
Temporary Equity [Line Items] | ||||
Series B Preferred Stock | 25,893,686 | |||
Series B Convertible Preferred Stock [Member] | Before Redemption [Member] | ||||
Temporary Equity [Line Items] | ||||
Series B Preferred Stock | $ 18,800,000 | |||
[1] | Does not include $154,429 of associated redemption costs resulting in a net benefit available to common stockholders of $6,939,257. |
Note 4 - Stock-Based Compensa46
Note 4 - Stock-Based Compensation (Details) - USD ($) | Aug. 10, 2015 | Jan. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | Nov. 08, 2013 | Dec. 31, 2012 | Nov. 19, 2010 | Nov. 18, 2010 | |
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 109 days | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | ||||||||||
Proceeds from Stock Options Exercised (in Dollars) | $ 29,709 | ||||||||||
The 2008 Stock Plan [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 15,000,000 | 4,810,000 | 2,500,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 277,084 | 11,875 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Shares Retained in Lieu of Cash | 6,877 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.11 | $ 0.08 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Shares Retained in Lieu of Cash, Intrinsic Value (in Dollars) | $ 2,339 | ||||||||||
Proceeds from Stock Options Exercised (in Dollars) | $ 29,709 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Grant Date Intrinsic Value (in Dollars per share) | $ 0.23 | $ 0.34 | |||||||||
The 2007 Stock Plan [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 2,600,000 | 2,600,000 | |||||||||
2007 and 2008 Stock Incentive Plans [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 186,458 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Shares Retained in Lieu of Cash | 148,820 | ||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.18 | ||||||||||
Share Based Compensation Arrangement By Share Based Payment Award, Options, Exercise Date, Intrinsic Value, Per Share (in Dollars per share) | $ 0.27 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Shares Retained in Lieu of Cash, Intrinsic Value (in Dollars) | $ 40,181 | ||||||||||
Princess Investment Warrant [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | 2,000,000 | 2,000,000 | ||||||||
Class of Warrant or Right, Warrant Term | 5 years | 5 years | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.18 | $ 0.18 | $ 0.18 | ||||||||
Options Issued To Employees And Directors [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 800,000 | 4,045,000 | 400,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 463,542 | 11,875 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price (in Dollars per share) | $ 0.13 | $ 0.08 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 363,197 | $ 363,197 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 5 years 255 days | ||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 0 | $ 0 | $ 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 0 | 0 | 1,155,700 | 0 | 3,467,100 | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | [1] | ||||||||||
Restricted Stock Units (RSUs) [Member] | Common Stock [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 610,894 | ||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Shares Retained in Payment of Tax | 544,806 | ||||||||||
Maximum [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 6 years 36 days | 6 years 36 days | |||||||||
Maximum [Member] | 2007 and 2008 Stock Incentive Plans [Member] | |||||||||||
Note 4 - Stock-Based Compensation (Details) [Line Items] | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years | ||||||||||
[1] | On January 30, 2014, 610,894 shares of common stock were issued upon final settlement of vested restricted stock units, and the equivalent of 544,806 shares were retained by the Company in payment of the tax associated with the vesting of restricted stock units previously granted to the reporting persons. |
Note 4 - Stock-Based Compensa47
Note 4 - Stock-Based Compensation (Details) - Share-based Compensation Plans and Other Share-based Grants - $ / shares | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Aug. 10, 2015 | |
Employees and Directors | |||||
Exercised | 0 | ||||
Princess Investment Warrant [Member] | |||||
Non Employees | |||||
Warrants outstanding - Decembers 31, 2015 (in Dollars per share) | $ 0.18 | $ 0.18 | |||
Princess Investment Warrant [Member] | Non-Employee [Member] | |||||
Non Employees | |||||
Warrants outstanding – January 1, 2013 and December 31, 2014 | 0 | 0 | |||
Warrants outstanding - Decembers 31, 2015 | 3,000,000 | 3,000,000 | 0 | ||
Warrants outstanding - Decembers 31, 2015 (in Dollars per share) | $ 0.18 | $ 0.18 | |||
Granted | 3,000,000 | ||||
Granted (in Dollars per share) | $ 0.18 | ||||
Options Issued To Employees And Directors [Member] | |||||
Employees and Directors | |||||
Options outstanding - January 1, 2013 | 9,747,767 | 9,747,767 | 6,221,725 | 6,372,100 | |
Options outstanding - January 1, 2013 (in Dollars per share) | $ 0.20 | $ 0.20 | $ 0.19 | $ 0.21 | |
Options outstanding - December 31 | 8,435,267 | 9,747,767 | 6,221,725 | ||
Options outstanding - December 31 (in Dollars per share) | $ 0.18 | $ 0.20 | $ 0.19 | ||
Granted | 800,000 | 4,045,000 | 400,000 | ||
Granted (in Dollars per share) | $ 0.15 | $ 0.21 | $ 0.28 | ||
Exercised | (463,542) | (11,875) | |||
Exercised (in Dollars per share) | $ 0.13 | $ 0.08 | |||
Cancelled | (2,112,500) | (55,416) | (538,500) | ||
Cancelled (in Dollars per share) | $ 0.25 | $ 0.19 | $ 0.50 |
Note 4 - Stock-Based Compensa48
Note 4 - Stock-Based Compensation (Details) - Fair Value Assumptions of Options and Warrants | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock options and Warrants | |||
Expected volatility | 330.00% | ||
Expected term (yrs) | 5 years 109 days | ||
Risk-free rate | 1.50% | ||
Minimum [Member] | |||
Stock options and Warrants | |||
Expected volatility | 242.00% | 255.00% | |
Expected term (yrs) | 5 years | 5 years 109 days | |
Risk-free rate | 1.60% | 1.60% | |
Maximum [Member] | |||
Stock options and Warrants | |||
Expected volatility | 266.00% | 260.00% | |
Expected term (yrs) | 6 years 36 days | 6 years 36 days | |
Risk-free rate | 2.00% | 1.80% |
Note 4 - Stock-Based Compensa49
Note 4 - Stock-Based Compensation (Details) - Summary of All Stock Option and Warrant Information - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 30, 2015 | Dec. 21, 2015 | Aug. 10, 2015 | Dec. 31, 2013 | Dec. 31, 2012 | |
Princess Investment Warrant [Member] | |||||||
At December 31, 2015: | |||||||
Number of Shares | 2,000,000 | 1,000,000 | |||||
Weighted Average Exercise Price | $ 0.18 | $ 0.18 | |||||
Princess Investment Warrant [Member] | Non-Employee [Member] | |||||||
At December 31, 2015: | |||||||
Number of Shares | 3,000,000 | 0 | 3,000,000 | ||||
Weighted Average Exercise Price | $ 0.18 | $ 0.18 | |||||
Weighted Average Remaining Contractual Life (Years) | 4 years 328 days | ||||||
Intrinsic Value | $ 0 | ||||||
Number of Shares | 3,000,000 | ||||||
Weighted Average Exercise Price | $ 0.18 | ||||||
Weighted Average Remaining Contractual Life (Years) | 4 years 328 days | ||||||
Intrinsic Value | $ 0 | ||||||
Number of Shares | 3,000,000 | ||||||
Weighted Average Exercise Price | $ 0.18 | ||||||
Weighted Average Remaining Contractual Life (Years) | 4 years 328 days | ||||||
Intrinsic Value | $ 0 | ||||||
Options Issued To Employees And Directors [Member] | |||||||
Note 4 - Stock-Based Compensation (Details) - Summary of All Stock Option and Warrant Information [Line Items] | |||||||
Number of Shares | 8,435,267 | 9,747,767 | 6,221,725 | 6,372,100 | |||
Weighted Average Exercise Price | $ 0.18 | $ 0.20 | $ 0.19 | $ 0.21 | |||
Weighted Average Remaining Contractual Life (Years) | 5 years 255 days | 6 years 292 days | |||||
Intrinsic Value | $ 0.03 | $ 0.03 | |||||
Number of Shares | 8,381,079 | 9,638,553 | |||||
Weighted Average Exercise Price | $ 0.18 | $ 0.20 | |||||
Weighted Average Remaining Contractual Life (Years) | 5 years 219 days | 6 years 292 days | |||||
Intrinsic Value | $ 0.04 | $ 0.03 | |||||
Number of Shares | 6,322,764 | 5,692,139 | |||||
Weighted Average Exercise Price | $ 0.18 | $ 0.20 | |||||
Weighted Average Remaining Contractual Life (Years) | 4 years 219 days | 4 years 328 days | |||||
Intrinsic Value | $ 0.04 | $ 0.05 |
Note 4 - Stock-Based Compensa50
Note 4 - Stock-Based Compensation (Details) - Summary of RSU's Activity - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | 24 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2015 | |||
Note 4 - Stock-Based Compensation (Details) - Summary of RSU's Activity [Line Items] | |||||
RSUs outstanding - December 31, 2012 | 1,155,700 | 3,467,100 | 1,155,700 | ||
RSUs outstanding - December 31, 2012 | 5,089,900 | ||||
RSUs outstanding - December 31, 2012 | 1,155,700 | 8,557,000 | 1,155,700 | ||
RSUs outstanding - December 31, 2012 (in Dollars per share) | $ 0.196 | $ 0.196 | $ 0.196 | ||
RSUs outstanding - December 31 | 0 | 1,155,700 | 0 | ||
RSUs outstanding - December 31 | 0 | ||||
RSUs outstanding - December 31 | 1,155,700 | 0 | |||
RSUs outstanding - December 31 (in Dollars per share) | $ 0.196 | $ 0 | |||
Vested | (2,311,400) | (1,155,700) | |||
Vested | 2,311,400 | 1,155,700 | |||
Vested (in Dollars per share) | $ 0.196 | $ 0.196 | |||
Common Stock Issued | [1] | ||||
Common Stock Issued | (7,401,300) | (1,155,700) | [1] | ||
Common Stock Issued (in Dollars per share) | $ 0.196 | $ 0.196 | [1] | ||
[1] | On January 30, 2014, 610,894 shares of common stock were issued upon final settlement of vested restricted stock units, and the equivalent of 544,806 shares were retained by the Company in payment of the tax associated with the vesting of restricted stock units previously granted to the reporting persons. |
Note 5 - Net Income Per Share51
Note 5 - Net Income Per Share (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Warrant [Member] | |||
Note 5 - Net Income Per Share (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 3,000,000 | ||
Weighted Average Exercise Price | $ 0.18 | ||
Employee And Board Member Stock Options [Member] | |||
Note 5 - Net Income Per Share (Details) [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Equity Unit Purchase Agreements (in Shares) | 2,691,667 | 5,066,667 | 3,153,125 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | $ 0.04 | $ 0.04 | $ 0.04 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | 0.11 | 0.20 | 0.11 |
Employee And Board Member Stock Options [Member] | Stock Compensation Plan [Member] | |||
Note 5 - Net Income Per Share (Details) [Line Items] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit | 0.15 | 0.21 | 0.16 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit | $ 1.33 | $ 5.23 | $ 5.23 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 5,743,600 | 4,681,100 | 3,068,600 |
Restricted Stock Units (RSUs) [Member] | |||
Note 5 - Net Income Per Share (Details) [Line Items] | |||
Incremental Common Shares Attributable to Dilutive Effect of Equity Unit Purchase Agreements (in Shares) | 1,155,700 |
Note 5 - Net Income Per Share52
Note 5 - Net Income Per Share (Details) - Reconciliation of the Numerators and Denominators of the Basic and Diluted Net Income/Loss Per Share - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Reconciliation of the Numerators and Denominators of the Basic and Diluted Net Income/Loss Per Share [Abstract] | |||||||||||
Net income (in Dollars) | $ 312,396 | $ (90,353) | $ 448,507 | $ (159,223) | $ (316,757) | $ 57,086 | $ 814,475 | $ 17,265 | $ 511,327 | $ 572,069 | $ 9,731,087 |
Net income (in Shares) | 92,267,831 | 92,153,648 | 56,213,272 | ||||||||
Net income | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.01 | $ 0 | $ 0.01 | $ 0.01 | $ 0.17 |
Series B preferred stock liquidation preference increase (in Dollars) | $ (1,914,470) | ||||||||||
Series B preferred stock liquidation preference increase | 0 | 0 | $ (0.03) | ||||||||
Series B preferred stock redemption discount, net (See Note 3 and Note 4) (in Dollars) | $ 6,939,257 | ||||||||||
Series B preferred stock redemption discount, net (See Note 3 and Note 4) | $ 0 | $ 0 | $ 0.12 | ||||||||
Basic net income applicable to common stockholders (in Dollars) | $ 511,327 | $ 572,069 | $ 14,755,874 | ||||||||
Basic net income applicable to common stockholders (in Shares) | 92,267,831 | 92,153,648 | 56,213,272 | ||||||||
Basic net income applicable to common stockholders | $ 0.01 | $ 0.01 | $ 0.26 | ||||||||
Stock options, Warrants, RSUs and Series B preferred stock with dilutive effect (in Shares) | 1,253,978 | 2,147,518 | 4,341,449 | ||||||||
Stock options, Warrants, RSUs and Series B preferred stock with dilutive effect | $ 0 | $ (0.02) | |||||||||
Diluted net income applicable to common stockholders (in Dollars) | $ 511,327 | $ 572,069 | $ 14,755,874 | ||||||||
Diluted net income applicable to common stockholders (in Shares) | 93,521,809 | 94,301,166 | 60,554,721 | ||||||||
Diluted net income applicable to common stockholders | $ 0.01 | $ 0.01 | $ 0.24 |
Note 6 - Income Taxes (Details)
Note 6 - Income Taxes (Details) - USD ($) | Jul. 12, 2013 | Mar. 31, 2013 | Jul. 30, 2010 | Jan. 31, 2007 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Note 6 - Income Taxes (Details) [Line Items] | |||||||
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 245,800 | ||||||
Unrecognized Tax Benefits, Reduction Resulting from Lapse of Applicable Statute of Limitations | $ 135,177 | $ 135,177 | |||||
Unrecognized Tax Benefits, Decrease Resulting from Prior Period Tax Positions | $ 0 | $ 0 | 0 | ||||
Unrecognized Tax Benefits, Decrease Resulting from Settlements with Taxing Authorities | 0 | 0 | 0 | ||||
Annual NOL Limitation Within Five Years | $ 2,200,000 | $ 2,200,000 | |||||
Annual NOL Limitation Between Five And Twenty Years | 400,000 | 700,000 | |||||
Undistributed Earnings of Foreign Subsidiaries | 150,000 | ||||||
Subsidiaries [Member] | Hong Kong [Member] | |||||||
Note 6 - Income Taxes (Details) [Line Items] | |||||||
Distributed Earnings | 1,400,000 | $ 1,800,000 | |||||
Internal Revenue Service (IRS) [Member] | |||||||
Note 6 - Income Taxes (Details) [Line Items] | |||||||
Operating Loss Carryforwards | 14,300,000 | 14,500,000 | |||||
Reduction To NOL Due To Annual Limitation | 3,800,000 | 45,000,000 | |||||
State and Local Jurisdiction [Member] | |||||||
Note 6 - Income Taxes (Details) [Line Items] | |||||||
Operating Loss Carryforwards | $ 18,400,000 | $ 18,700,000 | |||||
Reduction To NOL Due To Annual Limitation | $ 5,900,000 | $ 9,000,000 |
Note 6 - Income Taxes (Detail54
Note 6 - Income Taxes (Details) - Components of Provision for Income Taxes - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 3,294 | 5,596 | 4,731 |
Foreign | 190,181 | 445,696 | 354,170 |
Total current | 193,475 | 451,292 | 358,901 |
Deferred: | |||
Federal | 56,835 | 259,028 | (5,822,530) |
State | 4,051 | 68,214 | (1,502,877) |
Foreign | 7,300 | (22,168) | (33,134) |
Total deferred | 68,186 | 305,074 | (7,358,541) |
Total | $ 261,661 | $ 756,366 | $ (6,999,640) |
Note 6 - Income Taxes (Detail55
Note 6 - Income Taxes (Details) - Effective Income Tax Reconciliation | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal statutory rate | 34.00% | 34.00% | 34.00% |
State taxes, net of federal benefit | 0.60% | 3.70% | (36.20%) |
Change in effective foreign tax rate | (4.10%) | (12.50%) | (10.70%) |
Foreign dividend, net of foreign tax credit | 3.80% | 21.10% | 12.80% |
Other permanent differences | 6.20% | 8.80% | 0.30% |
Change in valuation allowance | (14.60%) | (1.90%) | (268.30%) |
Change in uncertainty in income taxes | (4.90%) | ||
Other | 8.00% | 3.70% | 16.70% |
Total | 33.90% | 56.90% | (256.30%) |
Note 6 - Income Taxes (Detail56
Note 6 - Income Taxes (Details) - Net Income (Loss) before Income Taxes - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net Income (Loss) before Income Taxes [Abstract] | |||
Domestic | $ 574,028 | $ (151,579) | $ 992,625 |
Foreign | 198,960 | 1,480,014 | 1,738,822 |
Total | $ 772,988 | $ 1,328,435 | $ 2,731,447 |
Note 6 - Income Taxes (Detail57
Note 6 - Income Taxes (Details) - Components of Deferred Taxes - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Net deferred income taxes: | |||
Net operating loss carry-forward | $ 5,840,011 | $ 5,972,254 | |
Intangible assets, net | (1,304,246) | (1,149,382) | |
Property and equipment, net | (62,447) | (32,598) | |
Related party interest | 4,486 | ||
Inventory allowance | 57,107 | ||
Credit carryforwards | 1,019,565 | 850,851 | |
Stock awards expense | 351,375 | 320,336 | |
Payroll | 240,915 | 203,877 | |
Other | 17,393 | 124,133 | |
Total | 6,107,052 | 6,346,578 | |
Less: Valuation allowance | (69,046) | (239,701) | |
Net deferred income taxes | 6,038,006 | 6,106,877 | $ 7,491,957 |
Presented as part of: | |||
Current deferred income tax assets, net | 997,067 | 746,370 | |
Deferred income tax assets, net | 5,046,345 | 5,374,468 | |
Deferred income tax liabilities | $ (5,406) | $ (13,961) |
Note 6 - Income Taxes (Detail58
Note 6 - Income Taxes (Details) - Unrecognized Tax Benefits - USD ($) | Mar. 31, 2013 | Dec. 31, 2013 |
Unrecognized Tax Benefits [Abstract] | ||
Beginning Balance | $ 133,602 | |
Interest and penalties | 1,575 | |
Elimination of a tax liability as a result of a lapse of the applicable statue of limitations | $ (135,177) | (135,177) |
Ending Balance | $ 0 |
Note 7 - Commitments and Cont59
Note 7 - Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating Leases, Rent Expense, Net | $ 878,518 | $ 793,385 | $ 765,774 |
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | 100.00% | |
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount | $ 2,000 | $ 1,000 | |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 60,055 | $ 43,846 | $ 21,000 |
Note 7 - Commitments and Cont60
Note 7 - Commitments and Contingencies (Details) - Future Minimum Operating Lease Commitments | Dec. 31, 2015USD ($) |
Future Minimum Operating Lease Commitments [Abstract] | |
2,016 | $ 913,782 |
2,017 | 836,562 |
2,018 | 574,629 |
2,019 | 445,344 |
2,020 | 136,208 |
Total minimum payments | $ 2,906,525 |
Note 8 - Segment Reporting an61
Note 8 - Segment Reporting and Geographic Information (Details) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Note 8 - Segment Reporting an62
Note 8 - Segment Reporting and Geographic Information (Details) - Net Revenues and Operating Margins - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Net sales | $ 11,764,908 | $ 9,992,091 | $ 15,797,278 | $ 10,808,422 | $ 10,270,427 | $ 11,749,970 | $ 15,959,169 | $ 11,343,118 | $ 48,352,699 | $ 49,322,684 | $ 52,447,387 |
Cost of goods sold | 32,069,601 | 33,314,773 | 35,474,536 | ||||||||
Gross profit | 4,312,691 | 3,373,541 | 5,032,959 | 3,563,907 | 3,148,763 | 3,718,732 | 5,405,460 | 3,734,956 | 16,283,098 | 16,007,911 | 16,972,851 |
Operating expenses | 14,862,626 | 14,268,206 | 14,215,627 | ||||||||
Income from operations | $ 630,219 | $ 163,231 | $ 772,841 | $ (145,819) | $ (199,176) | $ 315,122 | $ 1,481,564 | $ 142,195 | 1,420,472 | 1,739,705 | 2,757,224 |
Talon Zippers [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 21,283,641 | 24,709,639 | 28,756,206 | ||||||||
Cost of goods sold | 15,708,581 | 17,951,591 | 20,459,426 | ||||||||
Gross profit | 5,575,060 | 6,758,048 | 8,296,780 | ||||||||
Talon Trim [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Net sales | 27,069,058 | 24,613,045 | 23,691,181 | ||||||||
Cost of goods sold | 16,361,020 | 15,363,182 | 15,015,110 | ||||||||
Gross profit | $ 10,708,038 | $ 9,249,863 | $ 8,676,071 |
Note 8 - Segment Reporting an63
Note 8 - Segment Reporting and Geographic Information (Details) - Revenues by Delivery Locations - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Sales: | |||||||||||
Sales - Geographic Regions | $ 11,764,908 | $ 9,992,091 | $ 15,797,278 | $ 10,808,422 | $ 10,270,427 | $ 11,749,970 | $ 15,959,169 | $ 11,343,118 | $ 48,352,699 | $ 49,322,684 | $ 52,447,387 |
Geography Eliminations [Member] | UNITED STATES | |||||||||||
Sales: | |||||||||||
Sales - Geographic Regions | 3,416,139 | 4,396,352 | 4,145,383 | ||||||||
Geography Eliminations [Member] | CHINA | |||||||||||
Sales: | |||||||||||
Sales - Geographic Regions | 12,649,786 | 15,564,055 | 15,078,074 | ||||||||
Geography Eliminations [Member] | HONG KONG | |||||||||||
Sales: | |||||||||||
Sales - Geographic Regions | 10,637,605 | 11,496,969 | 14,681,767 | ||||||||
Geography Eliminations [Member] | INDIA | |||||||||||
Sales: | |||||||||||
Sales - Geographic Regions | 3,103,010 | 2,522,576 | 2,114,044 | ||||||||
Geography Eliminations [Member] | BANGLADESH | |||||||||||
Sales: | |||||||||||
Sales - Geographic Regions | 3,920,185 | 2,377,472 | 2,617,840 | ||||||||
Geography Eliminations [Member] | VIET NAM | |||||||||||
Sales: | |||||||||||
Sales - Geographic Regions | 3,290,555 | 2,086,261 | 2,584,093 | ||||||||
Geography Eliminations [Member] | Other Geographical Area [Member] | |||||||||||
Sales: | |||||||||||
Sales - Geographic Regions | $ 11,335,419 | $ 10,878,999 | $ 11,226,186 |
Note 8 - Segment Reporting an64
Note 8 - Segment Reporting and Geographic Information (Details) - Long-Lived Assets by Location - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Long-lived Assets: | |||
Long-lived assets - geographical | $ 5,095,841 | $ 4,884,670 | $ 4,881,702 |
Geography Eliminations [Member] | UNITED STATES | |||
Long-lived Assets: | |||
Long-lived assets - geographical | 4,793,042 | 4,554,831 | 4,514,104 |
Geography Eliminations [Member] | CHINA | |||
Long-lived Assets: | |||
Long-lived assets - geographical | 213,887 | 178,873 | 88,962 |
Geography Eliminations [Member] | HONG KONG | |||
Long-lived Assets: | |||
Long-lived assets - geographical | $ 88,912 | $ 150,966 | $ 278,636 |
Note 9 - Major Customers and 65
Note 9 - Major Customers and Vendors (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Note 9 - Major Customers and Vendors (Details) [Line Items] | |||
Concentration Risk, Percentage | 6.00% | 5.00% | 5.00% |
Supplier Concentration Risk [Member] | Cost of Goods, Total [Member] | |||
Note 9 - Major Customers and Vendors (Details) [Line Items] | |||
Concentration Risk, Percentage | 74.00% | 68.00% | 57.00% |
Accounts Payable and Accrued Liabilities (in Dollars) | $ 3,733,646 | $ 4,102,625 |
Note 10 - Quarterly Results (66
Note 10 - Quarterly Results (Unaudited) (Details) - Quarterly Financial Information - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Quarterly Financial Information [Abstract] | |||||||||||
Net sales | $ 11,764,908 | $ 9,992,091 | $ 15,797,278 | $ 10,808,422 | $ 10,270,427 | $ 11,749,970 | $ 15,959,169 | $ 11,343,118 | $ 48,352,699 | $ 49,322,684 | $ 52,447,387 |
Gross profit | 4,312,691 | 3,373,541 | 5,032,959 | 3,563,907 | 3,148,763 | 3,718,732 | 5,405,460 | 3,734,956 | 16,283,098 | 16,007,911 | 16,972,851 |
Income from operations | 630,219 | 163,231 | 772,841 | (145,819) | (199,176) | 315,122 | 1,481,564 | 142,195 | 1,420,472 | 1,739,705 | 2,757,224 |
Net income (loss) | $ 312,396 | $ (90,353) | $ 448,507 | $ (159,223) | $ (316,757) | $ 57,086 | $ 814,475 | $ 17,265 | $ 511,327 | $ 572,069 | $ 9,731,087 |
Net income (loss) per share (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.01 | $ 0 | $ 0.01 | $ 0.01 | $ 0.17 |
Basic and diluted net income (loss) per share applicable to Common Stockholders (in Dollars per share) | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0.01 | $ 0 | |||
Total comprehensive income (loss) | $ 308,240 | $ (100,573) | $ 448,818 | $ (158,944) | $ (316,083) | $ 55,944 | $ 815,241 | $ 18,357 | $ 497,541 | $ 573,459 | $ 9,778,390 |
Schedule II - Valuation and Q67
Schedule II - Valuation and Qualifying Accounts and Reserves (Details) - Schedule II – Valuation and Qualifying Accounts and Reserves - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
2,015 | |||
Balance at Beginning of Year | $ 490,000 | $ 550,000 | $ 10,701,000 |
Additions (Adjustments) | (132,000) | (32,000) | (8,431,000) |
Deductions | 153,000 | 28,000 | 1,720,000 |
Balance at End of Year | 205,000 | 490,000 | 550,000 |
Allowance for Trade Receivables [Member] | |||
2,015 | |||
Balance at Beginning of Year | 51,000 | 42,000 | 1,000 |
Additions (Adjustments) | 19,000 | 23,000 | 42,000 |
Deductions | 3,000 | 14,000 | 1,000 |
Balance at End of Year | 67,000 | 51,000 | 42,000 |
Inventory Valuation Reserve [Member] | |||
2,015 | |||
Balance at Beginning of Year | 199,000 | 230,000 | 261,000 |
Additions (Adjustments) | 20,000 | (17,000) | 65,000 |
Deductions | 150,000 | 14,000 | 96,000 |
Balance at End of Year | 69,000 | 199,000 | 230,000 |
Valuation Allowance of Deferred Tax Assets [Member] | |||
2,015 | |||
Balance at Beginning of Year | 240,000 | 278,000 | 10,439,000 |
Additions (Adjustments) | (171,000) | (38,000) | (8,538,000) |
Deductions | 1,623,000 | ||
Balance at End of Year | $ 69,000 | $ 240,000 | $ 278,000 |