Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 31, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Monster Digital, Inc. | |
Entity Central Index Key | 1,551,986 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | MSDI | |
Entity Common Stock, Shares Outstanding | 9,420,681 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 174 | $ 1,453 |
Accounts receivable, net of allowances of $271 and $253, respectively | 127 | 856 |
Inventories | 498 | 1,105 |
Prepaid expenses and other | 257 | 619 |
Total current assets | 1,056 | 4,033 |
Trademark, net of amortization of $283 and $185, respectively | 2,319 | 2,417 |
Deposits and other assets | 14 | 14 |
Total assets | 3,389 | 6,464 |
Current liabilities | ||
Line of credit | 107 | 0 |
Accounts payable | 624 | 268 |
Accrued expenses | 1,506 | 1,786 |
Customer refund | 1,336 | 1,840 |
Due to related parties | 34 | 44 |
Notes payable | 1,270 | 38 |
Total current liabilities | 4,877 | 3,976 |
Commitments and contingencies | ||
Shareholders’ (deficit) equity | ||
Preferred stock; 10,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Common stock; $.0001 par value; 100,000,000 shares authorized; 9,420,681 and 7,785,011 shares issued and outstanding, respectively | 1 | 1 |
Additional paid-in capital | 35,986 | 34,575 |
Accumulated deficit | (37,475) | (32,088) |
Total shareholders’ (deficit) equity | (1,488) | 2,488 |
Total liabilities and shareholders’ (deficit) equity | $ 3,389 | $ 6,464 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Allowance for Doubtful Accounts Receivable, Current | $ 271 | $ 253 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 283 | $ 185 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 9,420,681 | 7,785,011 |
Common Stock, Shares, Outstanding | 9,420,681 | 7,785,011 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Net sales | $ 138 | $ 779 | $ 1,277 | $ 2,999 |
Cost of goods sold | 208 | 687 | 1,432 | 2,430 |
Gross profit (loss) | (70) | 92 | (155) | 569 |
Operating expenses | ||||
Research and development | 19 | 54 | 170 | 168 |
Selling and marketing | 259 | 550 | 1,286 | 1,777 |
General and administrative | 1,124 | 1,852 | 3,807 | 3,322 |
Total operating expenses | 1,402 | 2,456 | 5,263 | 5,267 |
Operating loss | (1,472) | (2,364) | (5,418) | (4,698) |
Other (income) expense, net | ||||
Interest and finance expense | 36 | 25 | 37 | 812 |
Gain on conversion of debt | 0 | (557) | 0 | (557) |
Gain on settlement of customer refund | 0 | 0 | (68) | 0 |
Total other (income) expense | 36 | (532) | (31) | 255 |
Loss before income taxes | (1,508) | (1,832) | (5,387) | (4,953) |
Provision for income taxes | 0 | 2 | 0 | 2 |
Net Loss | $ (1,508) | $ (1,834) | $ (5,387) | $ (4,955) |
Loss per share | ||||
Basic and diluted | $ (0.16) | $ (0.27) | $ (0.62) | $ (1.05) |
Number of shares used in computation | ||||
Basic and diluted | 9,361 | 6,909 | 8,684 | 4,721 |
CONSOLIDATED STATEMENT OF SHARE
CONSOLIDATED STATEMENT OF SHAREHOLDERS’ (DEFICIT) EQUITY - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock [Member] | Preferred Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2016 | $ 2,488 | $ 1 | $ 0 | $ 34,575 | $ (32,088) |
Balance (in shares) at Dec. 31, 2016 | 7,785,011 | 0 | |||
Issuance of common stock, net of issuance costs | 419 | $ 0 | $ 0 | 419 | 0 |
Issuance of common stock, net of issuance costs (in shares) | 516,957 | 0 | |||
Issuance of common stock pursuant to stock option plan | 0 | $ 0 | $ 0 | 0 | 0 |
Issuance of common stock pursuant to stock option plan (in shares) | 825,610 | 0 | |||
Issuance of common stock pursuant to consulting arrangements | 0 | $ 0 | $ 0 | 0 | 0 |
Issuance of common stock pursuant to consulting arrangements (in shares) | 82,500 | 0 | |||
Warrant exercise | 0 | $ 0 | $ 0 | 0 | 0 |
Warrant exercise (in shares) | 38,189 | 0 | |||
Warrants issued in connection with convertible notes | 44 | $ 0 | $ 0 | 44 | 0 |
Conversion of related party debt into equity | 100 | $ 0 | $ 0 | 100 | 0 |
Conversion of related party debt into equity (in shares) | 172,414 | 0 | |||
Amortization of non-cash stock-based compensation | 848 | $ 0 | $ 0 | 848 | 0 |
Net loss | (5,387) | 0 | 0 | 0 | (5,387) |
Balance at Sep. 30, 2017 | $ (1,488) | $ 1 | $ 0 | $ 35,986 | $ (37,475) |
Balance (in shares) at Sep. 30, 2017 | 9,420,681 | 0 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (5,387) | $ (4,955) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 848 | 943 |
Amortization of deferred debt issuance costs and debt discount | 4 | 740 |
Amortization of trademark | 98 | 98 |
Gain on settlement of customer refund | (68) | 0 |
Gain on conversion of debt to common stock | 0 | (557) |
Provision for doubtful accounts | 20 | 153 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 709 | (437) |
Inventories | 607 | (1,156) |
Prepaid expenses and other | 362 | (299) |
Accounts payable | 356 | (633) |
Accrued expenses | (212) | (124) |
Customer refund | (504) | (10) |
Due to related parties | (10) | 0 |
Net cash used in operating activities | (3,177) | (6,237) |
Cash flows from financing activities | ||
Proceeds from issuance of preferred stock, net | 0 | 2,393 |
Issuance of common stock, net of issuance cost | 419 | 0 |
Proceeds from issuance of convertible notes | 1,346 | 0 |
Debt discount | (74) | 0 |
Short term loan - related party | 100 | 0 |
Proceeds from the issuance of IPO common stock and warrants | 0 | 8,151 |
IPO costs | 0 | (689) |
Payments of bridge financing | 0 | (462) |
Proceeds from issuance of bridge financing | 0 | 406 |
Payments on trademark note payable | 0 | (450) |
Proceeds from credit facility | 107 | 581 |
Payments on credit facility | 0 | (785) |
Deferred financing costs | 0 | (57) |
Net cash provided by financing activities | 1,898 | 9,088 |
Net (decrease) increase in cash | (1,279) | 2,851 |
Cash, beginning of the period | 1,453 | 119 |
Cash, end of the period | 174 | 2,970 |
Cash paid during the period for: | ||
Interest | 1 | 55 |
Non-cash investing and financing activities: | ||
Conversion of related party debt into equity | 100 | 0 |
Warrants issued in connection with notes payable | 44 | 0 |
Exchange of debt for equity upon IPO | 0 | 3,520 |
Reclassification of deferred IPO costs | $ 0 | $ 619 |
BUSINESS ACTIVITY AND SUMMARY O
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | NOTE 1 BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization 9,132,750 2,025,000 4.50 2,025,000 0.01 : The consolidated financial statements include the accounts of MDI and SDJ. All significant intercompany transactions have been eliminated in consolidation. : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, price protection allowances, bad debts, inventory reserves, warranty reserves, and asset impairments), disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates : The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on its cash balances. : Accounts receivable are carried at original invoice amount less allowance for doubtful accounts. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Accounts receivable are considered to be past due if any portion of the receivable balance is outstanding for more than 90 days past the customer’s granted terms. The Company does not charge interest on past due balances or require collateral on its accounts receivable. As of September 30, 2017 and December 31, 2016, the allowance for doubtful accounts was approximately $ 271,000 253,000 : Inventories are stated at the lower of cost or market, with cost being determined on the weighted average cost method of accounting. The Company purchases finished goods and materials to assemble kits in quantities that it anticipates will be fully used in the near term. Changes in operating strategy, customer demand, and fluctuations in market values can limit the Company’s ability to effectively utilize all products purchased and can result in finished goods with above-market carrying costs which may cause a write-down of inventory. The Company’s policy is to closely monitor inventory levels, obsolescence and lower market values compared to costs and, when necessary, reduce the carrying amount of its inventory to its market value. As of September 30, 2017 and December 31, 2016, inventory on hand was comprised primarily of finished goods ready for sale and packaging and supplies. : Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. Fair value is based on a hierarchy of valuation techniques, which is determined on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own market assumptions. These two types of inputs create a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amount for other financial instruments, which include cash, accounts receivable, accounts payable and notes payable, approximate fair value based upon their short-term nature and maturity. : Revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the sales price is fixed or determinable, (3) collectability is reasonably assured, and (4) products have been shipped and the customer has taken ownership and assumed the risk of loss. Distributors and retailers take full ownership of their product upon delivery and sales are fully recognized at that time. Revenue is reduced by reserves for price protection, sales returns, allowances and rebates. The Company’s reserve estimates are based upon historical data as well as projections of sales, customer inventories, market conditions and current contractual sales terms. If the Company reduces the list price of its products, certain customers may receive a credit from the Company (i.e., price protection). The Company estimates the impact of such pricing changes on a regular basis and adjusts its allowances accordingly. Amounts charged to operations for price protection are calculated based on actual price changes on individual products and customer inventory levels. The reserve is then reduced by actual credits given to these customers at the time the credits are issued. We calculate the allowance for doubtful accounts and provision for sales returns and rebates based on management’s estimate of the amount expected to be uncollectible or returned on specific accounts. We provide for future returns, price protection and rebates at the time the products are sold. We calculate an estimate of future returns of product by analyzing units shipped, units returned and point of sale data to ascertain consumer purchases and inventory remaining with retail to establish anticipated returns. Price protection is calculated on a product by product basis. The objective of price protection is to mitigate returns by providing retailers with credits to ensure maximum consumer sales. Price protection is granted to retailers after they have presented the Company an affidavit of existing inventory. The Company also offers market development credits (“MDF credits”) to certain of its customers. These credits are also charged against revenue. : Historically, the Company has not charged its customers for shipping and handling costs, which is a component of marketing and selling expenses. These costs totaled approximately $ 18,000 24,000 71,000 118,000 : Deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax basis of assets and liabilities and net operating loss carryforwards, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not to be realized upon settlement. As of September 30, 2017 and December 31, 2016, there are no known uncertain tax positions. The Company’s policy is to classify the liability for unrecognized tax benefits as current to the extent that it is more likely than not to be realized upon settlement and to the extent that the Company anticipates payment (or receipt) of cash within one year. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in the tax provision. : The Company’s memory products are sold under various limited warranty arrangements ranging from three years to five years on solid state drives and a limited lifetime warranty on all other products. Company policy is to establish reserves for estimated product warranty costs in the period when the related revenue is recognized. The Company has the right to return defective products to the manufacturer. As of September 30, 2017 and December 31, 2016, the Company has established a warranty reserve of $ 96,000 118,000 : The Company incurs costs to improve the appeal and functionality of its products. Research and development costs are charged to expense when incurred. : Basic earnings (loss) per share is calculated by dividing net earnings (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is calculated similarly but includes potential dilution from the exercise of common stock warrants and options and conversion of debt to equity, except when the effect would be anti-dilutive. Earnings (loss) per share are computed using the “treasury stock method.” At September 30, 2017, outstanding warrants to acquire 4,421,676 2,025,000 1,405,007 991,669 16,834 1,346,500 3,755,100 2,025,000 1,405,007 325,093 38,000 In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In November 2015, the FASB issued ASU No. 2015-17 , Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business, Other pronouncements issued by the FASB with future effective dates are either not applicable or not significant to the consolidated financial statements of the Company. |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2017 | |
Going Concern [Abstract] | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 GOING CONCERN As of September 30, 2017, the Company has incurred cumulative net losses from its inception of approximately $ 37 5.4 • In the nine months ended September 30, 2017, the Company raised approximately $419,000, net of offering costs, upon the issuance of restricted stock and $1,340,500 upon the issuance of convertible debt. The Company continues to seek funding in order to support its operations to include an offer to warrant holders to exercise warrants for the purchase of stock at a reduction to the original warrant exercise price. • The Company has entered into an agreement that is intended to culminate in a merger as well as a spin-off of its camera business (see Note 3). This potential transaction is expected to result in a surviving entity that would be better capitalized. While the Company believes it will be successful in obtaining the necessary financing to fund its operations, there are no assurances that such additional funding will be achieved and that it will succeed in its future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts of liabilities that might be necessary should the Company be unable to continue in existence as a going concern. |
POTENTIAL MERGER
POTENTIAL MERGER | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 3 POTENTIAL MERGER On July 3, 2017, the Company entered into an Agreement and Plan of Merger with Innovate Biopharmaceuticals, Inc. (“Innovate”). The Merger Agreement is filed as Exhibit 2.1 to the Company’s Form 8K filed with the Securities and Exchange Commission on July 6, 2017 and this discussion regarding the potential merger should be read in conjunction with the Merger Agreement. Under the terms of the Merger Agreement, pending stockholder approval of the transaction, the Company will merge into Innovate with Innovate surviving the Merger and becoming a wholly-owned subsidiary of the Company. Subject to the terms of the Merger Agreement, at the effective time of the Merger, Innovate stockholders will receive a number of newly issued shares of the Company’s common stock determined using an exchange ratio defined in the Merger Agreement. The exchange ratio will be based on a pre-transaction valuation of $ 60 6 As a result, current stockholders of the Company would collectively own approximately 9% and Innovate stockholders would collectively own approximately 91% of the combined company on a pro-forma basis, subject to adjustment based on the Company’s net cash balance and the relative capitalization of the two companies at closing, as described more fully in the Merger Agreement. On September 27, 2017, Monster Digital, Inc. transferred all of its businesses and assets, including all shares of SDJ Technologies, Inc., and those liabilities of the Company not assumed by Innovate further to the Merger to MD Holding Co. Inc., a wholly owned subsidiary. If approved by the stockholders of the Company, the shares of MD Holding Co., Inc. are expected to be spun off pro rata to holders of the Company’s common stock immediately prior to the Merger (the “Spin-Off”). The Company filed a definitive Schedule 14A, Information Required in a Proxy Statement with the Securities and Exchange Commission on October 12, 2017 in order to obtain the required stockholder approval for the Merger transaction and the Spin-Off referenced above, as well as other related matters. There can be no assurance that such stockholder approval will be attained or that, if such stockholder approval is attained, the Merger transaction will be completed or the Spin-Off consummated. |
DEBT AND EQUITY FINANCING
DEBT AND EQUITY FINANCING | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 4 DEBT AND EQUITY FINANCING Credit Facility In June 2015, the Company secured an accounts receivable financing facility with Bay View Funding. The contract provides for maximum funding of $ 4 Convertible Debt Financing On July 24, 2017, the Company entered into a Private Placement Engagement Agreement with WestPark Capital, Inc. for the purpose of raising up to $1,150,000 in convertible debt. An aggregate of $540,000 in convertible debt raised in June and July 2017 prior to the consummation of the WestPark Capital, Inc. agreement are under the same terms. The Promissory Notes bear interest at 15% and are convertible to common stock concurrent with a potential merger (see Note 3) at the lesser of $0.75 per share or 75% of the average market value of the Company’s common stock for the five days preceding the consummation of such merger. Otherwise, the Notes become due March 31, 2019. For every $2.50 in note principal purchased, investors receive one warrant, exercisable for five years, to purchase shares of common stock at $2.00. The Company has raised $1,346,500 pursuant to this agreement and, as of September 30, 2017, a total of $1,346,500 in principal of the convertible Notes remains outstanding. As of September 30, 2017 and December 31, 2016, a total of $ 38,000 Promissory Notes From October 2015 through March 7, 2016, the Company issued promissory notes; the notes were due and payable at the earlier of one year from the date of issuance or the closing date of the Company’s initial public offering, bore an interest rate of 15 756,000 90 3,024,000 672,000 672,000 4.50 15 22.5 336,000 Due to Monster, Inc . In addition to the issuance of shares of common stock and common stock purchase warrants, the Company agreed to pay Monster, Inc. $ 500,000 125,000 50,000 375,000 September 30, December 31, 2017 2016 Notes payable, convertible debt $ 38 $ 38 Convertible notes payable, net of debt discount of $40 and net of issuance cost of $75 1,232 Total $ 1,270 $ 38 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Current [Text Block] | NOTE 5 ACCRUED EXPENSES September 30, December 31, 2017 2016 Royalties $ 375 $ 125 Reserve for charges against sales 196 334 Accrued purchase orders 150 158 Deferred gain 273 Due to customer for promotion credits 59 445 Others 453 724 Total $ 1,506 $ 1,786 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended |
Sep. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 6 STOCKHOLDERS’ EQUITY Common Stock Purchase Warrants : In 2016, the Company issued warrants to acquire 3,755,100 2,025,000 1,405,007 171,000 2.00 39,392 0.0052 102,041 2.00 538,600 4,421,676 3,991,015 The Company filed Tender Offer Statements with the Securities and Exchange Commission on October 13, 2017, offering the Company’s warrant holders the opportunity to purchase one share of common stock for each warrant held at a price of $ 0.45 Restricted Shares : In August 2015, the Company issued 84,170 In August 2015, the Company issued 382,575 2,103,000 In August 2016, the Company authorized the issuance of 40,000 125,000 In November 2016, the Company entered into a securities purchase agreement providing for the issuance and sale to an investor of 333,333 1.50 500,000 80,000 1.15 151,515 1.65 250,000 In March 2017, the Company issued 226,000 1.50 339,000 47,478 1.15 116,000 1.15 133,400 On June 23, 2017, the Company issued 172,414 0.58 0.05 During the second quarter of 2017, the Company issued 87,500 56,150 15,000 12,500 25,000 35,000 Also, during the second quarter of 2017, the Company issued 95,000 8,000 14,000 53,000 19 During the three months ended September 30, 2017, the Company issued 30,000 16,000 16,000 Preferred Stock : In March 2016, the Company issued a confidential Private Placement Memorandum (“PPM”) for a maximum of 3,000,000 2,802,430 2.4 622,762 622,762 4.50 134,044 |
STOCK OPTIONS
STOCK OPTIONS | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 7 STOCK OPTIONS In 2012, the Company’s Board approved the 2012 Omnibus Incentive Plan (the “Plan”) which allows for the granting of stock options, stock appreciation rights, awards of restricted stock and restricted stock Units, stock bonuses and other cash and stock-based performance awards. A total of 970,350 600,000 46,100 51,512 150,049 778,949 On December 23, 2015, the Company authorized restricted stock grants under its 2012 Omnibus Incentive Plan of 47,135 33,688 On the effective date of the Offering, 111,332 30,000 101,332 10,000 5,000 45,000 29,000 175,000 266,000 Also granted on the effective date of the Offering were previously approved options to acquire 86,502 4.50 69,668 In August 2016, pursuant to a services agreement and outside of the Plan, the Company granted options to acquire 38,143 The Company follows the provision of ASC Topic 718, Compensations Stock Compensation Option Date Options Exercise Estimated Intrinsic August 2016 6,004 $ 5.00 $ 3.00 None August 2016 7,230 $ 7.00 $ 3.00 None August 2016 9,986 $ 9.00 $ 3.00 None August 2016 14,923 $ 11.00 $ 3.00 None The Company utilizes the Black-Scholes valuation method to value stock options and recognizes compensation expense over the vesting period. The expected life represents the period that the Company’s stock-based compensation awards are expected to be outstanding. The Company uses a simplified method provided in Securities and Exchange Commission release Staff Accounting Bulletin No. 110 which averages an awards weighted average vesting period and contractual term for “plain vanilla” share options. The expected volatility was estimated by analyzing the historic volatility of similar public companies. No dividend payouts were assumed as the Company has not historically paid, and is not anticipating to pay, dividends in the foreseeable future. The risk-free rate of return reflects the weighted average interest rate offered for U.S. treasury rates over the expected life of the options. Weighted average fair value of options granted $1.70 Expected term (years) 6.0 to 10.0 Risk-free interest rate 1.21% to 1.51% Volatility 45.4% Dividend yield None Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Options Price Term (Years) Value Options outstanding January 1, 2017 62,934 $ 4.50 9.50 $ Granted Forfeited (46,100) Outstanding at September 30, 2017 16,834 $ 4.50 8.75 $ Weighted Number of Average Shares Grant Date Fair Value Outstanding January 1, 2017 128,467 $ 3.87 Granted 1,124,103 1.18 Vested (622,570) 1.21 Forfeited (70,000) 3.06 Outstanding at September 30, 2017 560,000 $ 1.46 The Company recorded non-cash stock-based compensation related to stock options and restricted stock of $189,000 and $848,000 during the three and nine months ended September 30, 2017, respectively. The Company recorded $943,000 non-cash stock-based compensation in the nine months ended September 30, 2016. As of September 30, 2017, the total compensation expense related to unvested options and restricted stock not yet recognized totaled approximately $ 384,000 10 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 8 RELATED PARTY TRANSACTIONS Borrowings : From time to time, the Company receives short-term, non-interest bearing loans from Tandon Enterprises, Inc. for the purpose of funding temporary working capital needs. For the nine months ended September 30, 2016, the Company borrowed $ 24 346,100 76,911 In September 2015, David Clarke, the Company’s Chairman of the Board and a significant stockholder of the Company, loaned the Company $ 100 5 50,000 33,333 33,333 4.50 On June 7, 2017, GSB Holdings, Inc., a family owned company of David Clarke, the Company’s CEO and Chairman of the Board, loaned the Company $ 100,000 102,041 2.00 172,414 0.58 Restricted Shares : In November 2016, the Company issued 151,515 1.65 70,000 1.50 |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 9 INCOME TAXES For the nine months ended September 30, 2017 and 2016, the income tax provision recorded was $ 0 2,000 The ultimate realization of the deferred tax asset is dependent upon the generation of future taxable income during the periods in which temporary differences become deductible. Due to the uncertainty surrounding the realization of these deferred tax assets, the Company has recorded a 100 The effective income tax provision as a percentage of pre-tax loss differs from expected combined federal and state income tax of 40 Management is not aware of any uncertain tax positions and does not expect the total amount of recognized tax benefits to change significantly in the next twelve months. |
CUSTOMER AND VENDOR CONCENTRATI
CUSTOMER AND VENDOR CONCENTRATIONS | 9 Months Ended |
Sep. 30, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 10 CUSTOMER AND VENDOR CONCENTRATIONS Customers : Approximately 20 15 14 42 Vendors : Approximately 97 6,000 95 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 COMMITMENTS AND CONTINGENCIES Royalty The Company entered into the initial trademark license agreement with Monster, Inc. (formerly Monster Cable Products, Inc.) effective July 7, 2010. In 2012, the agreement was amended giving the Company exclusive rights to utilize the name “Monster Digital” on memory products for a period of 25 July 7, 2035 th The royalty schedule became effective in August 2011 and was further amended in April 2012. As amended, royalties under this contract are as follows: • Years 1 (2012) and 2: Royalties on all sales excluding sales to Monster, Inc. at a rate of four (4) percent, with no minimum. • Years 3 through 6: Minimum royalty payments of $ 50,000 • Years 7 through 10: Minimum royalty payments of $ 125,000 • Years 11 through 15: Minimum royalty payments of $ 187,500 • Years 16 through 25: Minimum royalty payments of $ 250,000 Effective July 1, 2014, the royalty rate on certain products was reduced from 4 2 For the three months ended September 30, 2017 and 2016, royalty expense amounted to approximately $ 125,000 375,000 246,000 375,000 Operating Lease The Company occupied executive offices in Simi Valley, CA pursuant to a lease through January 31, 2018. Effective as of March 31, 2017, the Company terminated the lease by mutually accepted and favorable terms with the lessor. Effective April 1, 2017, the Company entered into a one-year lease for warehouse space in Ontario, CA. Customer Payment Agreement In July 2015, the Company entered into an agreement with a customer under which the Company will pay the customer a total of $ 835,000 57,000 In January 2017, the Company entered into an agreement with a customer under which the Company settled an amount due of $ 1.84 1.5 341,000 68,000 250,000 600,000 Legal Matters The Company is subject to certain legal proceedings and claims arising in connection with the normal course of its business. On February 16, 2016, the Company received a letter from GoPro, Inc., or GoPro, alleging that the Company infringes on at least five U.S. patents held by GoPro, and requesting that the Company confirms in writing that it will permanently cease the sale and distribution of its Villain camera, along with any camera accessories, including the waterproof camera case and standard housing. The five patents specifically identified by GoPro in the letter were U.S. Patent No. D710,921: camera housing design, U.S. Patent No. D702,747: camera housing design, U.S. Patent No. D740,875: camera housing design, U.S. Patent No. D737,879: camera design and U.S. Patent No. 721,935: camera design. Based upon our preliminary review of these patents, the Company believes it has some defenses to GoPro’s allegations, although there can be no assurance that the Company will be successful in defending against these allegations or reaching a business resolution that is satisfactory to us. In addition, we have begun marketing and selling the camera under the name “Monster Vision” and phasing out the “Villain” name. We have had no correspondence from GoPro since instituting the name change. The supplier of the Company’s Villain camera has contractually represented and warranted that it owns or has paid royalties to any and all intellectual property, designs, software, hardware, packaging, components, manuals and any other portion, part or element that is or may be subject to the Villain name and the parts and accessories thereof sourced by the supplier. This supplier has contractually agreed to pay any claims, damages, or costs that the Company suffers as a result of the patent infringement or a violation of international, U.S. or state laws or regulations as detailed in the prior sentence. Class Complaint On September 15, 2017, a putative class action complaint (the “ Class Complaint Clarke Clark Machinist Miner Barre Individual Defendants The Class Complaint seeks class status on behalf of all of the Company’s public shareholders persons and alleges violations by the Company and the Individual Defendants of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “ Exchange Act Although the ultimate outcome of this matter cannot be determined with certainty, the Company believes that the allegations stated in the Class Complaint are without merit and the Company and the Individual Defendants intend to defend themselves vigorously against such allegations and claims. |
BUSINESS ACTIVITY AND SUMMARY18
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Public Offering [Policy Text Block] | Public Offering 9,132,750 2,025,000 4.50 2,025,000 0.01 |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation : The consolidated financial statements include the accounts of MDI and SDJ. All significant intercompany transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates : The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities (including sales returns, price protection allowances, bad debts, inventory reserves, warranty reserves, and asset impairments), disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Cash : The Company maintains its cash in bank accounts which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts. Management believes the Company is not exposed to any significant credit risk on its cash balances. |
Receivables, Policy [Policy Text Block] | Accounts Receivable : Accounts receivable are carried at original invoice amount less allowance for doubtful accounts. Management determines the allowance for doubtful accounts by identifying troubled accounts and by using historical experience applied to an aging of accounts. Accounts receivable are written off when deemed uncollectible. Recoveries of receivables previously written off are recorded when received. Accounts receivable are considered to be past due if any portion of the receivable balance is outstanding for more than 90 days past the customer’s granted terms. The Company does not charge interest on past due balances or require collateral on its accounts receivable. As of September 30, 2017 and December 31, 2016, the allowance for doubtful accounts was approximately $ 271,000 253,000 |
Inventory, Policy [Policy Text Block] | Inventories : Inventories are stated at the lower of cost or market, with cost being determined on the weighted average cost method of accounting. The Company purchases finished goods and materials to assemble kits in quantities that it anticipates will be fully used in the near term. Changes in operating strategy, customer demand, and fluctuations in market values can limit the Company’s ability to effectively utilize all products purchased and can result in finished goods with above-market carrying costs which may cause a write-down of inventory. The Company’s policy is to closely monitor inventory levels, obsolescence and lower market values compared to costs and, when necessary, reduce the carrying amount of its inventory to its market value. As of September 30, 2017 and December 31, 2016, inventory on hand was comprised primarily of finished goods ready for sale and packaging and supplies. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments : Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on the assumptions that market participants would use in pricing an asset or liability. Fair value is based on a hierarchy of valuation techniques, which is determined on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company’s own market assumptions. These two types of inputs create a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices for identical instruments in active markets. Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The carrying amount for other financial instruments, which include cash, accounts receivable, accounts payable and notes payable, approximate fair value based upon their short-term nature and maturity. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition : Revenue is realized or realizable and earned when all of the following criteria are met: (1) persuasive evidence of an arrangement exists, (2) the sales price is fixed or determinable, (3) collectability is reasonably assured, and (4) products have been shipped and the customer has taken ownership and assumed the risk of loss. Distributors and retailers take full ownership of their product upon delivery and sales are fully recognized at that time. Revenue is reduced by reserves for price protection, sales returns, allowances and rebates. The Company’s reserve estimates are based upon historical data as well as projections of sales, customer inventories, market conditions and current contractual sales terms. If the Company reduces the list price of its products, certain customers may receive a credit from the Company (i.e., price protection). The Company estimates the impact of such pricing changes on a regular basis and adjusts its allowances accordingly. Amounts charged to operations for price protection are calculated based on actual price changes on individual products and customer inventory levels. The reserve is then reduced by actual credits given to these customers at the time the credits are issued. We calculate the allowance for doubtful accounts and provision for sales returns and rebates based on management’s estimate of the amount expected to be uncollectible or returned on specific accounts. We provide for future returns, price protection and rebates at the time the products are sold. We calculate an estimate of future returns of product by analyzing units shipped, units returned and point of sale data to ascertain consumer purchases and inventory remaining with retail to establish anticipated returns. Price protection is calculated on a product by product basis. The objective of price protection is to mitigate returns by providing retailers with credits to ensure maximum consumer sales. Price protection is granted to retailers after they have presented the Company an affidavit of existing inventory. The Company also offers market development credits (“MDF credits”) to certain of its customers. These credits are also charged against revenue. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs : Historically, the Company has not charged its customers for shipping and handling costs, which is a component of marketing and selling expenses. These costs totaled approximately $ 18,000 24,000 71,000 118,000 |
Income Tax, Policy [Policy Text Block] | Income Taxes : Deferred tax assets and liabilities are determined based on the temporary differences between the financial reporting and tax basis of assets and liabilities and net operating loss carryforwards, applying enacted statutory tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is recorded when it is more likely than not that some or all of the deferred tax assets will not be realized. The Company uses a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more likely than not to be realized upon settlement. As of September 30, 2017 and December 31, 2016, there are no known uncertain tax positions. The Company’s policy is to classify the liability for unrecognized tax benefits as current to the extent that it is more likely than not to be realized upon settlement and to the extent that the Company anticipates payment (or receipt) of cash within one year. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in the tax provision. |
Guarantees, Indemnifications and Warranties Policies [Policy Text Block] | Product Warranty : The Company’s memory products are sold under various limited warranty arrangements ranging from three years to five years on solid state drives and a limited lifetime warranty on all other products. Company policy is to establish reserves for estimated product warranty costs in the period when the related revenue is recognized. The Company has the right to return defective products to the manufacturer. As of September 30, 2017 and December 31, 2016, the Company has established a warranty reserve of $ 96,000 118,000 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development : The Company incurs costs to improve the appeal and functionality of its products. Research and development costs are charged to expense when incurred. |
Earnings Per Share, Policy [Policy Text Block] | Earnings (Loss) per Share : Basic earnings (loss) per share is calculated by dividing net earnings (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is calculated similarly but includes potential dilution from the exercise of common stock warrants and options and conversion of debt to equity, except when the effect would be anti-dilutive. Earnings (loss) per share are computed using the “treasury stock method.” At September 30, 2017, outstanding warrants to acquire 4,421,676 2,025,000 1,405,007 991,669 16,834 1,346,500 3,755,100 2,025,000 1,405,007 325,093 38,000 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606). In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In November 2015, the FASB issued ASU No. 2015-17 , Income Taxes (Topic 740), Balance Sheet Classification of Deferred Taxes In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting (Topic 718), In January 2017, the FASB issued ASU No. 2017-01, Business Combinations Clarifying the Definition of a Business, Other pronouncements issued by the FASB with future effective dates are either not applicable or not significant to the consolidated financial statements of the Company. |
DEBT AND EQUITY FINANCING (Tabl
DEBT AND EQUITY FINANCING (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Notes payable consists of the following (in thousands): September 30, December 31, 2017 2016 Notes payable, convertible debt $ 38 $ 38 Convertible notes payable, net of debt discount of $40 and net of issuance cost of $75 1,232 Total $ 1,270 $ 38 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | September 30, December 31, 2017 2016 Royalties $ 375 $ 125 Reserve for charges against sales 196 334 Accrued purchase orders 150 158 Deferred gain 273 Due to customer for promotion credits 59 445 Others 453 724 Total $ 1,506 $ 1,786 |
STOCK OPTIONS (Tables)
STOCK OPTIONS (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Activity [Table Text Block] | In 2016, the following stock option grants were made: Option Date Options Exercise Estimated Intrinsic August 2016 6,004 $ 5.00 $ 3.00 None August 2016 7,230 $ 7.00 $ 3.00 None August 2016 9,986 $ 9.00 $ 3.00 None August 2016 14,923 $ 11.00 $ 3.00 None A summary of option activity for the Plan as of September 30, 2017 and changes for the nine months then ended are represented as follows: Weighted Weighted Average Average Remaining Aggregate Number of Exercise Contract Intrinsic Options Price Term (Years) Value Options outstanding January 1, 2017 62,934 $ 4.50 9.50 $ Granted Forfeited (46,100) Outstanding at September 30, 2017 16,834 $ 4.50 8.75 $ |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | A summary of significant assumptions used to estimate the fair value of the stock options granted in 2016 are as follows: Weighted average fair value of options granted $1.70 Expected term (years) 6.0 to 10.0 Risk-free interest rate 1.21% to 1.51% Volatility 45.4% Dividend yield None |
Nonvested Restricted Stock Shares Activity [Table Text Block] | The following table summarizes restricted share activity for the nine months ended September 30, 2017: Weighted Number of Average Shares Grant Date Fair Value Outstanding January 1, 2017 128,467 $ 3.87 Granted 1,124,103 1.18 Vested (622,570) 1.21 Forfeited (70,000) 3.06 Outstanding at September 30, 2017 560,000 $ 1.46 |
BUSINESS ACTIVITY AND SUMMARY22
BUSINESS ACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | Jul. 13, 2016 | Apr. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 23, 2017 | Dec. 31, 2016 | Sep. 30, 2015 |
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | 2,025,000 | 116,000 | |||||||
Shares Issued, Price Per Share | $ 4.50 | $ 1.15 | $ 4.50 | ||||||
Warrants Issued During Period Value | $ 2,025,000 | ||||||||
Warrants Issued Price Per Share | $ 0.01 | ||||||||
Allowance for Doubtful Accounts Receivable | $ 271,000 | $ 271,000 | $ 253,000 | ||||||
Shipping, Handling and Transportation Costs | 18,000 | $ 24,000 | 71,000 | $ 118,000 | |||||
Extended Product Warranty Accrual, Current | $ 96,000 | $ 96,000 | $ 118,000 | ||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,421,676 | 3,755,100 | |||||||
Offering Common Stock [Member] | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,025,000 | 2,025,000 | |||||||
Preferred Stock and Bridge Loan [Member] | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,405,007 | 1,405,007 | |||||||
Other Warrants [Member] | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 991,669 | 325,093 | |||||||
Convertible Notes Payable [Member] | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,346,500 | 38,000 | |||||||
Proceeds From The Issuances Initial Public Offering | $ 9,132,750 | ||||||||
Common Stock [Member] | |||||||||
Significant Accounting Policies Disclosure [Line Items] | |||||||||
Shares Issued, Price Per Share | $ 0.58 | ||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 16,834 |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |
Apr. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | |
Going Concern [Line Items] | |||
Capital Deficit | $ 5,400 | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax | 37,000 | ||
Proceeds from Issuance of Common Stock | $ 112 | 419 | $ 0 |
Proceeds from Convertible Debt | $ 1,346 | $ 0 |
POTENTIAL MERGER (Details Textu
POTENTIAL MERGER (Details Textual) - Innovate Biopharmaceuticals, Inc. [Member] $ in Millions | Jul. 03, 2017USD ($) |
Business Acquisition, Transaction Costs | $ 6 |
Business Acquisition, Pro Forma Information, Description | As a result, current stockholders of the Company would collectively own approximately 9% and Innovate stockholders would collectively own approximately 91% of the combined company on a pro-forma basis, subject to adjustment based on the Companys net cash balance and the relative capitalization of the two companies at closing, as described more fully in the Merger Agreement. |
Innovates Business [Member] | |
Business Acquisition, Transaction Costs | $ 60 |
DEBT AND EQUITY FINANCING (Deta
DEBT AND EQUITY FINANCING (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||
Notes payable, convertible debt | $ 38 | $ 38 |
Convertible notes payable, net of debt discount of $40 and net of issuance cost of $75 | 1,232 | 0 |
Total | $ 1,270 | $ 38 |
DEBT AND EQUITY FINANCING (De26
DEBT AND EQUITY FINANCING (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Jul. 24, 2017 | Sep. 30, 2016 | Jul. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2015 | Apr. 30, 2017 | Dec. 31, 2016 | Jul. 13, 2016 | Mar. 07, 2016 | |
Short-term Debt [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 33,333 | |||||||||||||
Notes Payable, Current | $ 1,270,000 | $ 38,000 | ||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 15.00% | ||||||||||||
Amortization of Debt Issuance Costs and Discounts | 4,000 | $ 740,000 | ||||||||||||
Conversion of related party debt into equity | 100,000 | 0 | ||||||||||||
Shares Issued, Price Per Share | $ 4.50 | $ 1.15 | $ 4.50 | |||||||||||
Payments to Acquire Intangible Assets | $ 500,000 | |||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 33,333 | |||||||||||||
Debt Conversion, Description | The Promissory Notes bear interest at 15% and are convertible to common stock concurrent with a potential merger (see Note 3) at the lesser of $0.75 per share or 75% of the average market value of the Company’s common stock for the five days preceding the consummation of such merger. Otherwise, the Notes become due March 31, 2019. For every $2.50 in note principal purchased, investors receive one warrant, exercisable for five years, to purchase shares of common stock at $2.00. | |||||||||||||
Trade Names [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Payments to Acquire Intangible Assets | $ 375,000 | $ 50,000 | $ 125,000 | |||||||||||
Convertible Notes Payable [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Notes Payable, Current | 38,000 | |||||||||||||
Notes Payable | $ 38,000 | $ 38,000 | ||||||||||||
Loans Payable [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 672,000 | |||||||||||||
Loan Processing Fee | $ 756,000 | |||||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 25,000 | $ 389,000 | ||||||||||||
Percentage of Outstanding Promissory Notes | 90.00% | |||||||||||||
Conversion of related party debt into equity | $ 3,024,000 | |||||||||||||
Shares Issued, Price Per Share | $ 4.50 | |||||||||||||
Conversion of Debt, Percentage of Accrued Interest Waived | 15.00% | |||||||||||||
Origination of Loan to Purchase Common Stock | $ 336,000 | |||||||||||||
Conversion of Debt, Percentage of Origination Fees Waived | 22.50% | |||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 672,000 | |||||||||||||
Bay View Funding [Member] | ||||||||||||||
Short-term Debt [Line Items] | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 4,000,000 | |||||||||||||
Line of Credit Facility, Commitment Fee Description | factoring fee of 1.35% for the first 30 days and .45% for each 10-day period thereafter that the financed receivable remains outstanding |
ACCRUED EXPENSES (Details)
ACCRUED EXPENSES (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule Of Accrued Liabilities [Line Items] | ||
Royalties | $ 375 | $ 125 |
Reserve for charges against sales | 196 | 334 |
Accrued purchase orders | 150 | 158 |
Deferred gain | 273 | 0 |
Due to customer for promotional credits | 59 | 445 |
Others | 453 | 724 |
Total | $ 1,506 | $ 1,786 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) | Jul. 13, 2016 | Jul. 31, 2017 | Jun. 23, 2017 | May 31, 2017 | Apr. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2017 | Nov. 30, 2016 | Jul. 31, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Aug. 31, 2015 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Oct. 13, 2017 | Jul. 24, 2017 | Aug. 31, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2012 |
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 538,600 | 538,600 | 3,755,100 | ||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 2,025,000 | 116,000 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 112,000 | $ 419,000 | $ 0 | ||||||||||||||||||||
Convertible Preferred Stock, Terms of Conversion | 8,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.50 | $ 1.15 | $ 4.50 | ||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 419,000 | ||||||||||||||||||||||
Convertible Preferred Stock Warrants Issued upon Conversion | 622,762 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 970,350 | ||||||||||||||||||||||
Share-based Compensation | $ 189,000 | 848,000 | 943,000 | ||||||||||||||||||||
Conversion of Stock, Shares Issued | 1,405,007 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 133,400 | ||||||||||||||||||||||
Proceeds from Related Party Debt | $ 100,000 | $ 100,000 | $ 0 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 45,000 | ||||||||||||||||||||||
Conversion Debt [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 102,041 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2 | ||||||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 172,414 | 39,392 | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 516,957 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.58 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 0 | ||||||||||||||||||||||
Exercised Price Per Share | $ 0.0052 | ||||||||||||||||||||||
Proceeds from Related Party Debt | $ 100,000 | ||||||||||||||||||||||
Common Stock [Member] | Maximum [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.05 | ||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 171,000 | 171,000 | |||||||||||||||||||||
Restricted Stock or Unit Expense | $ 56,150 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 2 | $ 2 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 40,000 | ||||||||||||||||||||||
Share-based Compensation | 7,000 | $ 21,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 29,000 | 87,500 | 622,570 | ||||||||||||||||||||
Stock Based Compensation To Be Amortized | $ 53,000 | ||||||||||||||||||||||
Stock Based Compensation To Be Amortized Term | 19 months | ||||||||||||||||||||||
Restricted Stock [Member] | Product Marketing [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 15,000 | ||||||||||||||||||||||
Restricted Stock [Member] | Employee Severance Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 12,500 | ||||||||||||||||||||||
Restricted Stock [Member] | Investor Relations Firm [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 25,000 | ||||||||||||||||||||||
Restricted Stock [Member] | Special Committee Of Board Of Directors [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Restricted Stock or Unit Expense | $ 35,000 | ||||||||||||||||||||||
Restricted Stock [Member] | Employees [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 95,000 | ||||||||||||||||||||||
Restricted Stock or Unit Expense | $ 8,000 | $ 14,000 | |||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Share Price | $ 0.45 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1 | ||||||||||||||||||||||
Series A Preferred Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 134,044 | ||||||||||||||||||||||
Convertible Preferred Stock, Shares Issued upon Conversion | 622,762 | 3,000,000 | |||||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 2,802,430 | ||||||||||||||||||||||
Proceeds from Issuance of Private Placement | $ 2,400,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 4.50 | ||||||||||||||||||||||
Trademark License Agreement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 382,575 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 2,103,000 | ||||||||||||||||||||||
Board of Directors Chairman [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 84,170 | ||||||||||||||||||||||
Jawahar Tandon [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 125,000 | ||||||||||||||||||||||
Share-based Compensation | $ 563,000 | ||||||||||||||||||||||
IPO [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 226,000 | 2,025,000 | |||||||||||||||||||||
Private Placement [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 307,000 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.50 | ||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 339,000 | ||||||||||||||||||||||
Private Placement [Member] | Board of Directors Chairman [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 151,515 | ||||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.65 | ||||||||||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross | $ 250,000 | ||||||||||||||||||||||
Private Placement [Member] | Investor [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 47,478 | 80,000 | 333,333 | ||||||||||||||||||||
Shares Issued, Price Per Share | $ 1.15 | $ 1.50 | $ 1.15 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 500,000 | ||||||||||||||||||||||
Chief Executive Officer [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Class of Warrant or Right, Outstanding | 4,421,676 | 4,421,676 | 3,991,015 | ||||||||||||||||||||
Independent Employees [Member] | Restricted Stock [Member] | |||||||||||||||||||||||
Class of Stock [Line Items] | |||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 30,000 | ||||||||||||||||||||||
Restricted Stock or Unit Expense | $ 16,000 | ||||||||||||||||||||||
Stock Based Compensation To Be Amortized | $ 16,000 |
STOCK OPTIONS (Details)
STOCK OPTIONS (Details) - $ / shares | 1 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Granted | 30,000 | 0 | |
Exercise Price | $ 0 | ||
Estimated Fair Value of Underlying Stock | $ 1.70 | ||
August 2016 One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Granted | 6,004 | ||
Exercise Price | $ 5 | ||
Estimated Fair Value of Underlying Stock | $ 3 | ||
August 2016 Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Granted | 7,230 | ||
Exercise Price | $ 7 | ||
Estimated Fair Value of Underlying Stock | $ 3 | ||
August 2016 Three | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Granted | 9,986 | ||
Exercise Price | $ 9 | ||
Estimated Fair Value of Underlying Stock | $ 3 | ||
August 2016 Four | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options Granted | 14,923 | ||
Exercise Price | $ 11 | ||
Estimated Fair Value of Underlying Stock | $ 3 |
STOCK OPTIONS (Details 1)
STOCK OPTIONS (Details 1) | 12 Months Ended |
Dec. 31, 2016$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average fair value of options granted | $ 1.70 |
Volatility | 45.40% |
Dividend yield | 0.00% |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 10 years |
Risk-free interest rate | 1.51% |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (years) | 6 years |
Risk-free interest rate | 1.21% |
STOCK OPTIONS (Details 2)
STOCK OPTIONS (Details 2) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jan. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of Options outstanding, Beginning | 62,934 | 62,934 | ||
Number of Options, Granted | 30,000 | 0 | ||
Number of Options, Forfeited | (46,100) | (51,512) | ||
Number of Options outstanding, Ending | 16,834 | 62,934 | ||
Weighted Average Exercise Price, Beginning | $ 4.50 | $ 4.50 | ||
Weighted Average Exercise Price, Granted | 0 | |||
Weighted Average Exercise Price, Forfeited | 0 | |||
Weighted Average Exercise Price, Ending | $ 4.50 | $ 4.50 | ||
Weighted Average Remaining Contract Term (in years) | 8 years 9 months | 9 years 6 months | ||
Weighted Average Remaining Contract Term, Granted (in years) | 0 years | |||
Aggregate Intrinsic Value End of the Period | $ 0 | $ 0 |
STOCK OPTIONS (Details 3)
STOCK OPTIONS (Details 3) - $ / shares | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Jan. 31, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | |
Number of Shares, Granted | 69,668 | ||
Number of Shares, Vested | (45,000) | ||
Restricted Stock [Member] | |||
Number of Shares, Outstanding | 128,467 | 128,467 | |
Number of Shares, Granted | 1,124,103 | ||
Number of Shares, Vested | (29,000) | (87,500) | (622,570) |
Number of Shares, Forfeited | (70,000) | ||
Number of Shares, Outstanding | 560,000 | ||
Weighted Average Grant Date Fair Value, Outstanding | $ 3.87 | $ 3.87 | |
Weighted Average Grant Date Fair Value, Granted | 1.18 | ||
Weighted Average Grant Date Fair Value, Vested | 1.21 | ||
Weighted Average Grant Date Fair Value, Forfeited | 3.06 | ||
Weighted Average Grant Date Fair Value, Outstanding | $ 1.46 |
STOCK OPTIONS (Details Textual)
STOCK OPTIONS (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||||
Jan. 31, 2017 | Aug. 31, 2016 | May 31, 2016 | Sep. 30, 2017 | Jun. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 23, 2015 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 970,350 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Additional Shares Authorized | 600,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 46,100 | 51,512 | ||||||||
Share-based Compensation | $ 189,000 | $ 848,000 | $ 943,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 30,000 | 0 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 0 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 69,668 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 45,000 | |||||||||
Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 150,049 | 150,049 | 778,949 | |||||||
David Olert [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 86,502 | |||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.50 | |||||||||
Chief Executive Officer [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 175,000 | |||||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures | $ 266,000 | |||||||||
Restricted Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 40,000 | |||||||||
Share-based Compensation | $ 7,000 | $ 21,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 10 months | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,124,103 | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 384,000 | $ 384,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 70,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 29,000 | 87,500 | 622,570 | |||||||
Restricted Stock [Member] | Four Executives [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 111,332 | |||||||||
Restricted Stock [Member] | Omnibus Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 47,135 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 33,688 | |||||||||
Restricted Stock [Member] | Director [Member] | Omnibus Incentive Plan 2012 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 5,000 | 10,000 | ||||||||
Investor [Member] | Omnibus Incentive Plan 2012 [Member] | Employee Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 38,143 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | Jun. 07, 2017 | Jun. 23, 2017 | Mar. 31, 2017 | Nov. 30, 2016 | Jun. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Apr. 30, 2017 | Dec. 31, 2016 | Jul. 13, 2016 | Mar. 07, 2016 |
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from Related Party Debt | $ 100,000 | $ 100,000 | $ 0 | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 15.00% | ||||||||||
Shares Issued, Price Per Share | $ 4.50 | $ 1.15 | $ 4.50 | |||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 33,333 | |||||||||||
Due to Related Parties, Current | $ 34,000 | $ 44,000 | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 33,333 | |||||||||||
Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares Issued, Price Per Share | $ 1.50 | |||||||||||
GSB Holdings, Inc [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 102,041 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 172,414 | |||||||||||
Proceeds from Notes Payable | $ 100,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 2 | |||||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.58 | |||||||||||
Shares Issuance Price Description | The issuance price was $0.05 greater than the closing price | |||||||||||
Board of Directors Chairman [Member] | Private Placement [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Shares Issued, Price Per Share | $ 1.50 | $ 1.65 | ||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 70,000 | 151,515 | ||||||||||
Tandon Enterprises, Inc. [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Proceeds from Related Party Debt | $ 24,000 | |||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 346,100 | |||||||||||
Tandon Enterprises, Inc. [Member] | Common Stock And Warrants [Member] | ||||||||||||
Related Party Transaction [Line Items] | ||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 76,911 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Taxes [Line Items] | ||||
Deferred Tax Assets Valuation Allowance Percentage | 100.00% | |||
Operating Loss Carryforwards, Expiration Period | Net operating loss carryforwards expire between the years 2029 and 2036. | |||
Effective Income Tax Rate Reconciliation, Percent | 40.00% | |||
Income Tax Expense (Benefit) | $ 0 | $ 2 | $ 0 | $ 2 |
CUSTOMER AND VENDOR CONCENTRA36
CUSTOMER AND VENDOR CONCENTRATIONS (Details Textual) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Concentration Risk [Line Items] | |||
Accounts Payable, Current | $ 624 | $ 268 | |
Accounts Receivable, Net, Current | 127 | $ 856 | |
Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Accounts Receivable, Net, Current | 251 | ||
Three Vendors [Member] | |||
Concentration Risk [Line Items] | |||
Accounts Payable, Current | $ 6 | ||
Three Vendors [Member] | Supplier Concentration Risk [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 97.00% | 95.00% | |
Sales Revenue, Net [Member] | Customer One [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 20.00% | 42.00% | |
Sales Revenue, Net [Member] | Customer Two [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 15.00% | ||
Sales Revenue, Net [Member] | Customer Three [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 14.00% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2012 | Dec. 31, 2016 | Jul. 31, 2015 | |
Commitments And Contingencies [Line Items] | ||||||||||
Minimum royalty payments, Years Three through Six | $ 50,000 | |||||||||
Minimum royalty payments, Years Seven through Ten | 125,000 | |||||||||
Minimum royalty payments, Eleven through Fifteen | 187,500 | |||||||||
Minimum royalty payments, Years Sixteen through Twenty-five | $ 250,000 | |||||||||
Royalty rate | 2.00% | 4.00% | ||||||||
Royalty Expense | $ 125,000 | $ 125,000 | $ 375,000 | $ 246,000 | ||||||
Accrued Royalties, Current | 375,000 | 375,000 | $ 125,000 | |||||||
Loss Contingency, One-Time Payment, Amount | 600,000 | $ 600,000 | ||||||||
Customer Payment Agreements July 2015 [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Other Commitment | $ 835,000 | |||||||||
Other Commitments, Description | Under the terms of the agreement, there is no interest and the Company will make 12 monthly payments of $65,000 beginning in August 2015, and one final payment of $65,000 in August 2016. | |||||||||
Accrued Royalties, Current | $ 57,000 | $ 57,000 | ||||||||
Customer Payment Agreements January 2017 [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Other Commitment | $ 1,840,000 | |||||||||
Loss Contingency Accrual, Payments | 250,000 | |||||||||
Loss Contingency Accrual, Settlement Amount | 1,500,000 | |||||||||
Loss Contingency Accrual, Deferred Gain Loss On Settlement | 341,000 | |||||||||
Loss Contingency Accrual, Gain Loss On Settlement | $ 68,000 | |||||||||
Trademarks [Member] | ||||||||||
Commitments And Contingencies [Line Items] | ||||||||||
Finite Lived Intangible Asset Expiration Date | Jul. 7, 2035 | |||||||||
Finite-Lived Intangible Asset, Useful Life | 25 years |