Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 31, 2015 | Jun. 30, 2014 | |
Document Information [Line Items] | |||
Entity Registrant Name | TWINLAB CONSOLIDATED HOLDINGS, INC. | ||
Entity Central Index Key | 1590695 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Smaller Reporting Company | ||
Trading Symbol | TLCC | ||
Entity Common Stock, Shares Outstanding | 220,000,000 | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $0 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $437 | $300 |
Restricted cash | 370 | 374 |
Marketable securities | 29 | 60 |
Accounts receivable, net | 4,604 | 6,282 |
Inventories, net | 18,418 | 14,844 |
Prepaid expenses and other current assets | 4,421 | 1,368 |
Total current assets | 28,279 | 23,228 |
Property, plant and equipment, net | 2,680 | 5,040 |
Intangible assets, net | 7,564 | 8,032 |
Other assets | 986 | 877 |
Total assets | 39,509 | 37,177 |
Current liabilities: | ||
Checks written in excess of cash | 708 | 411 |
Accounts payable | 12,900 | 8,127 |
Accrued expenses and other current liabilities | 2,061 | 4,332 |
Current portion of long-term debt | 13,653 | 75,422 |
Total current liabilities | 29,322 | 88,292 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 2,052 | 2,169 |
Long-term debt, net of current portion and discount | 12,772 | 22,651 |
Total long-term liabilities | 14,824 | 24,820 |
Total liabilities | 44,146 | 113,112 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock; $0.001 par value, 5,000,000,000 shares authorized, 220,000,000 and 199,995,000 shares issued and outstanding, respectively | 220 | 200 |
Additional paid-in capital | 182,704 | 90,165 |
Stock subscriptions receivable | -100 | 0 |
Accumulated deficit | -187,378 | -166,248 |
Accumulated other comprehensive loss | -83 | -52 |
Total stockholders’ deficit | -4,637 | -75,935 |
Total liabilities and stockholders' deficit | $39,509 | $37,177 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, Shares, Issued | 220,000,000 | 199,995,000 |
Common Stock, Shares, Outstanding | 220,000,000 | 199,995,000 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Net sales | $61,426 | $76,230 |
Cost of sales | 47,654 | 52,647 |
Gross profit | 13,772 | 23,583 |
Selling, general and administrative expenses | 25,924 | 23,391 |
Income (loss) from operations | -12,152 | 192 |
Other income (expense): | ||
Interest expense, net | -6,388 | -5,547 |
Realized gain on marketable securities | 0 | 892 |
Other income (expense), net | -2,529 | 2,014 |
Total other expense | -8,917 | -2,641 |
Loss before income taxes | -21,069 | -2,449 |
Provision for income taxes | -61 | -33 |
Net loss | -21,130 | -2,482 |
Other comprehensive loss - unrealized loss on marketable securities | -31 | -728 |
Total comprehensive loss | ($21,161) | ($3,210) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 213,366,479 | 199,995,000 |
Loss per common share - basic and diluted (in dollars per share) | ($0.10) | ($0.02) |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Receivable [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Retained Earnings [Member] |
In Thousands, except Share data, unless otherwise specified | ||||||
Balance at Dec. 31, 2012 | ($72,725) | $200 | $90,165 | $0 | $676 | ($163,766) |
Balance (in shares) at Dec. 31, 2012 | 199,995,000 | |||||
Unrealized loss on marketable securities | -728 | 0 | 0 | 0 | -728 | 0 |
Net loss | -2,482 | 0 | 0 | 0 | 0 | -2,482 |
Balance at Dec. 31, 2013 | -75,935 | 200 | 90,165 | 0 | -52 | -166,248 |
Balance (in shares) at Dec. 31, 2013 | 199,995,000 | |||||
Unrealized loss on marketable securities | -31 | 0 | 0 | 0 | -31 | 0 |
Issuance of common stock for cash | 40 | 20 | 20 | 0 | 0 | 0 |
Issuance of common stock for cash (in shares) | 20,000,000 | |||||
Recapitalization due to reverse merger (see Note 3) | -215 | 0 | 85 | -300 | 0 | 0 |
Recapitalization due to reverse merger (see Note 3) (in shares) | 5,000 | |||||
Related party debt contributed to capital | 87,844 | 0 | 87,844 | 0 | 0 | 0 |
Reduction in stock subscriptions receivable | 200 | 0 | 0 | 200 | 0 | 0 |
Net loss | -21,130 | 0 | 0 | -21,130 | ||
Issuance of warrants for: | ||||||
Debt discount | 1,481 | 0 | 1,481 | 0 | 0 | 0 |
Deferred financing costs | 3,109 | 0 | 3,109 | 0 | 0 | 0 |
Balance at Dec. 31, 2014 | ($4,637) | $220 | $182,704 | ($100) | ($83) | ($187,378) |
Balance (in shares) at Dec. 31, 2014 | 220,000,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Cash flows from operating activities: | ||
Net loss | ($21,130) | ($2,482) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 1,425 | 1,624 |
Warrants issued for interest expense | 1,481 | 0 |
Non-cash interest on debt | 2,678 | 739 |
Non-cash gain on settlement of debt | -78 | 0 |
Loss on write down of property, plant and equipment | 2,373 | 0 |
Gain on sale of property, plant and equipment | 0 | -240 |
Realized gain on marketable securities | 0 | -892 |
Provision for obsolete inventory | -103 | -470 |
Provision for losses on accounts receivable | 53 | -93 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,625 | 850 |
Inventories | -3,471 | 4,851 |
Prepaid expenses and other current assets | -3,053 | -217 |
Checks written in excess of cash | 297 | 411 |
Accounts payable | 4,566 | -305 |
Accrued expenses and other current liabilities | -1,398 | 121 |
Net cash provided by (used in) operating activities | -14,735 | 3,897 |
Cash flows from investing activities: | ||
Proceeds from the sale of property, plant and equipment | 0 | 8,146 |
Purchases of property, plant and equipment | -611 | -418 |
Proceeds from the sale of marketable securities | 0 | 892 |
Purchase of intangible assets | 0 | -530 |
Change in restricted cash | 4 | -3 |
Net cash provided by (used in) investing activities | -607 | 8,087 |
Cash flows from financing activities: | ||
Net change in revolving credit facility | 1,431 | -5,249 |
Proceeds from the issuance of debt | 19,862 | 2,351 |
Repayment of debt | -5,564 | -8,379 |
Proceeds from the issuance of common stock | 40 | 0 |
Reduction in stock subscriptions receivable | 200 | 0 |
Purchase and retirement of treasury stock | -8 | 0 |
Payment of financing costs | -454 | -416 |
Payment of security deposits | -28 | -71 |
Net cash provided by (used in) financing activities | 15,479 | -11,764 |
Net increase in cash | 137 | 220 |
Cash at the beginning of the year | 300 | 80 |
Cash at the end of the year | 437 | 300 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 3,738 | 3,546 |
Cash paid for income taxes | 40 | 17 |
Supplemental disclosure of non-cash investing and financing transactions: | ||
Change in unrealized holding gain (loss) on marketable securities | -31 | -728 |
Warrants issued for debt discount | 3,109 | 0 |
Related party debt contributed to capital | 87,844 | 0 |
Recapitalization due to reverse merger: | ||
Additional paid-in capital | 85 | 0 |
Stock subscriptions receivable | -300 | 0 |
Deferred gain on sale of product line | 0 | 100 |
Deferred gain on sale of property, plant and equipment | 0 | 2,429 |
Noncash proceeds from sale of assets | $0 | $473 |
NATURE_OF_OPERATIONS_AND_SUMMA
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Significant Accounting Policies [Text Block] | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Organization | |||||||||||||||
Twinlab Consolidated Holdings, Inc. (the “Company”) was incorporated on October 24, 2013 under the laws of the State of Nevada as Mirror Me, Inc. On August 7, 2014, the Company amended its articles of incorporation and changed its name to Twinlab Consolidated Holdings, Inc. | |||||||||||||||
Reverse Merger | |||||||||||||||
On September 4, 2014, the Company entered into an Agreement and Plan of Merger and entered into a First Amendment to Agreement and Plan of Merger on September 16, 2014 (as amended, the “Merger Agreement”), by and among the Company, TCC MERGER CO (“Sub Co”), a Delaware corporation and wholly-owned subsidiary of the Company, and Twinlab Consolidation Corporation (“TCC”), a Delaware corporation. The Merger Agreement provided for the merger of Sub Co with and into TCC (the “Merger”), with TCC surviving the Merger as a wholly owned subsidiary of the Company. The Merger closed on September 16, 2014. | |||||||||||||||
The Merger has been accounted for as a reverse triangular merger. TCC is the accounting acquirer for financial reporting purposes and the Company is the accounting acquiree. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of TCC and its subsidiaries and are recorded at the historical cost basis of TCC. The consolidated financial statements after completion of the Merger will include the assets and liabilities of the Company and TCC, the operations of TCC and its subsidiaries, and the operations of the Company. | |||||||||||||||
Nature of Operations | |||||||||||||||
The Company and its subsidiaries manufacture and market high-quality, science-based nutritional supplements, and also provide health and wellness information. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TCC, Twinlab Holdings, Inc. (“THI”), Twinlab Corporation (“Twinlab”), ISI Brands, Inc. (“ISI”), NutraScience Labs, Inc. (“NutraScience”) and NutraScience IP Corporation. | |||||||||||||||
Products include vitamins, minerals, specialty supplements and sports nutrition products primarily under the Twinlab® brand name (including the Twinlab® Fuel family of sports nutrition products); diet and energy products under the Metabolife® brand name; a line of products that promote joint health under the Trigosamine® brand name; and a full line of herbal teas under the Alvita® brand name. These products are sold primarily through health and natural food stores and national and regional drug store chains, supermarkets, and mass market retailers. | |||||||||||||||
Principles of Consolidation | |||||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||
Change in Fiscal Year | |||||||||||||||
Effective with the completion of the Merger, the Company changed its fiscal year to end on December 31. | |||||||||||||||
Use of Estimates | |||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to sales returns and allowances, allowance for doubtful accounts, reserve for inventory obsolescence, recoverability of long-lived assets and estimated value of warrants. | |||||||||||||||
Revenue Recognition | |||||||||||||||
Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. | |||||||||||||||
Restricted Cash | |||||||||||||||
At December 31, 2014 and 2013, the Company had restricted cash of $370 and $374, respectively. As part of a credit facility agreement, the Company is required to maintain a balance of $370 in a funding account. | |||||||||||||||
Marketable Securities | |||||||||||||||
Marketable securities consist of equity securities. The Company designates the classification of its marketable securities at the time of purchase and reevaluates this designation as of each balance sheet date. As of December 31, 2014 and 2013, the Company classified its marketable securities as available-for-sale, and these securities are recorded at their quoted market values. The cost of a security sold or the amount reclassified out of accumulated other comprehensive income into earnings is determined by specific identification of the security. Unrealized holding gains or losses on available-for-sale securities are excluded from income and are reported in accumulated other comprehensive income until realized. Losses are also recognized when management has determined that there has been an other-than-temporary decline in fair value. | |||||||||||||||
Fair Value Measurements | |||||||||||||||
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. | |||||||||||||||
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: | |||||||||||||||
Level 1 – inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. | |||||||||||||||
Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. | |||||||||||||||
Level 3 – inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. | |||||||||||||||
The following table summarizes the financial instruments of the Company measured at fair value on a recurring basis as of December 31, 2014 and 2013. | |||||||||||||||
December 31, 2014 | Total | Level 1 | Level 2 | Level 3 | |||||||||||
Marketable securities | $ | 29 | $ | 29 | $ | - | $ | - | |||||||
Total | $ | 29 | $ | 29 | $ | - | $ | - | |||||||
December 31, 2013 | Total | Level 1 | Level 2 | Level 3 | |||||||||||
Marketable securities | $ | 60 | $ | 60 | $ | - | $ | - | |||||||
Total | $ | 60 | $ | 60 | $ | - | $ | - | |||||||
Accounts Receivable and Allowances | |||||||||||||||
Substantially all of the Company’s accounts receivable are from distributors or mass-market customers. The Company grants credit to customers and generally does not require collateral or other security. The Company performs credit evaluations of its customers and provides for expected claims: related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. These allowances approximated $2,372 and $1,826 as of December 31, 2014 and 2013, respectively. The Company sells predominately in the North American and European markets, with international sales transacted in U.S. dollars. | |||||||||||||||
Inventories | |||||||||||||||
Inventories are stated at the lower of cost or market, with costs determined using the weighted average cost method. | |||||||||||||||
Property, Plant and Equipment | |||||||||||||||
Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 35 years for buildings, 7 to 10 years for machinery and equipment, 8 years for furniture and fixtures, and 3 years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease. | |||||||||||||||
Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. | |||||||||||||||
Intangible Assets | |||||||||||||||
Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives of 30 and 16 years, respectively. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates. | |||||||||||||||
The Company believes that its long-term growth strategy supports the recoverability of these amounts; however, recoverability is dependent upon achievement of the Company’s projections and the execution of key initiatives related to revenue growth and improved profitability. | |||||||||||||||
Deferred Financing Costs | |||||||||||||||
Costs related to the issuance of debt are capitalized as other assets in the consolidated balance sheets and are amortized using the straight-line method that approximates the effective interest rate method over corresponding periods of the related debt. Amortization of deferred financing costs is included in interest expense in the accompanying consolidated statements of comprehensive loss. | |||||||||||||||
Impairment of Long-Lived Assets | |||||||||||||||
Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangible assets under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. | |||||||||||||||
Shipping and Handling Costs | |||||||||||||||
Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of selling, general and administrative expenses and totaled $3,691 and $3,913 in 2014 and 2013, respectively. | |||||||||||||||
Advertising and Promotion Costs | |||||||||||||||
The Company advertises its branded products through national and regional media and through cooperative advertising programs with customers. The Company’s advertising expenses were $1,175 and $2,563 in 2014 and 2013, respectively. Customers are also offered in-store promotional allowances, cooperative advertising programs and certain products are also promoted with direct to consumer rebate programs. Costs for these promotional programs are expensed as incurred as a reduction to net sales. | |||||||||||||||
Research and Development Costs | |||||||||||||||
Research and development costs are expensed as incurred and totaled $1,559 and $1,395 in 2014 and 2013, respectively. | |||||||||||||||
Income Taxes | |||||||||||||||
The Company accounts for income taxes using an asset and liability approach. Deferred income taxes are determined by applying currently enacted tax laws and rates to cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Valuation allowances against deferred tax assets are recorded when management concludes that it is more likely than not that such deferred tax assets will not be realized. | |||||||||||||||
The Company’s federal and state income tax returns prior to the year ended December 31, 2010 are closed, and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. | |||||||||||||||
The Company recognizes interest and penalties associated with uncertain tax positions as part of selling, general and administrative expenses and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. | |||||||||||||||
The Company may from time to time be assessed interest and/or penalties by major taxing jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company receives an assessment for interest and/or penalties, it has been classified in the consolidated statements of operations and comprehensive loss as selling, general and administrative expenses. | |||||||||||||||
The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. | |||||||||||||||
Net Loss per Common Share | |||||||||||||||
Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock. | |||||||||||||||
Due to the fact that for all periods presented, the Company incurred net losses, potential dilutive common share equivalents as of December 31, 2014 and 2013, totaling 84,683,227 and 0, respectively, are not included in the calculation of Diluted EPS because they are anti-dilutive. Therefore, basic loss per common share is the same as diluted loss per common share for the years ended December 31, 2014 and 2013. | |||||||||||||||
Significant Concentrations of Risk | |||||||||||||||
Sales to the Company’s top three major customers aggregated to approximately 26% and 29% of total sales in 2014 and 2013, respectively. Sales to one of those customers were approximately 12% and 12% of total sales in 2014 and 2013, respectively. Accounts receivable from these customers were approximately 24% and 20% of total accounts receivable as of December 31, 2014 and 2013, respectively. | |||||||||||||||
Geographic Concentrations | |||||||||||||||
Net revenues from customers residing in the following foreign countries were as follows for 2014 and 2013: | |||||||||||||||
% of Total | % of Total | ||||||||||||||
2014 | Revenues | 2013 | Revenues | ||||||||||||
Mexico | $ | 1,536 | 2.5 | % | $ | 1,716 | 2.25 | % | |||||||
Canada | $ | 2,212 | 3.6 | % | $ | 1,498 | 1.97 | % | |||||||
Other | $ | 6,804 | 11.08 | % | $ | 9,153 | 12.01 | % | |||||||
Reclassifications | |||||||||||||||
Certain amounts in the 2013 consolidated financial statements have been reclassified to conform with the current year presentation. | |||||||||||||||
Recent Accounting Pronouncements | |||||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This amended guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance, and creates a Topic 606, “Revenue from Contracts with Customers.” | |||||||||||||||
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | |||||||||||||||
Step 1. Identify the contract(s) with a customer. | |||||||||||||||
Step 2. Identify the performance obligations in the contract. | |||||||||||||||
Step 3. Determine the transaction price. | |||||||||||||||
Step 4. Allocate the transaction price to the performance obligations in the contract. | |||||||||||||||
Step 5. Recognize revenue when (or as) the entity satisfies a performance obligation. | |||||||||||||||
ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company has not yet determined how its consolidated financial statements will be affected by the adoption of ASU 2014-09. | |||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The amendments in this Update provide guidance in U.S. Generally Accepted Accounting Principles about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not yet determined how its consolidated financial statements will be affected by the adoption of ASU 2014-15. | |||||||||||||||
GOING_CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Disclosure [Text Block] | NOTE 2 – GOING CONCERN |
The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. Since their formation, the Company and its subsidiaries have operated at a loss. At December 31, 2014, the Company had an accumulated deficit of $187,378 and a total stockholders’ deficit of $4,637. Through 2003, these losses were primarily associated with start-up activities and brand and infrastructure development. Since then, losses were primarily attributable to lower than planned sales resulting from high customer inventory positions at the beginning of the year, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with the Company’s debt refinancing. Losses have been funded primarily through issuance of common stock, borrowings from the Company’s stockholders, and third-party debt. | |
Because of this history of operating losses and significant interest expense on the Company’s debt, the Company has a working capital deficiency of $1,043 at December 31, 2014. The Company also has significant debt payments due within the next 12 months. | |
Management continues to address and make significant progress with the operating issues; however, these continuing conditions raise substantial doubt about the Company's ability to continue as a going concern. | |
Management has addressed operating issues through the following actions: focusing on growing the core business and brands, with international expansion; continuing emphasis on major customers and private label opportunities with major customers, key products and introducing new products; and reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. Management believes that it will be able to service its debt obligations in 2015, however, there can be no assurance that the Company will be able to meet its debt obligations as they become due. In connection with the Merger, management was able to convert a majority of the Company’s outstanding debt to equity. Additionally, management believes that by improving operations, continuing to focus on cost reductions, harnessing synergies from the Nutricap acquisition, the Company will be able to fund operations over the next twelve months; however, there can be no assurance that the Company will be able to improve operations or reduce costs (see Note 11). | |
The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. | |
MERGER
MERGER | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 3 – MERGER |
On September 4, 2014, the Company entered into the Merger Agreement. The Merger Agreement provided for the Merger with TCC surviving the Merger as a wholly owned subsidiary of the Company. The Merger closed on September 16, 2014. Previously on August 7, 2014, TCC acquired Idea Sphere, Inc. (“Idea Sphere”) and its subsidiaries. TCC established a wholly-owned subsidiary, TCC Subco, that merged with Idea Sphere. On August 27, 2014, the name of Idea Sphere was changed to THI. | |
Pursuant to the terms of the Merger, the Company issued 199,995,000 shares of restricted common stock in exchange for 100% of TCC’s issued and outstanding common and preferred stock. Total issued and outstanding common stock of the Company, after giving effect to the Merger, is 220,000,000 shares. | |
As a result of the closing of the Merger, the Company has become a holding company and its main focus has been redirected to the operations of TCC. | |
The Merger has been accounted for as a reverse triangular merger. TCC is the accounting acquirer for financial reporting purposes and the Company is the accounting acquiree. Consequently, the assets and liabilities and the operations that will be reflected in the historical financial statements prior to the Merger will be those of TCC and will be recorded at the historical cost basis of TCC. The consolidated financial statements after completion of the Merger will include the assets and liabilities of the Company and TCC, the operations of TCC and its subsidiaries, and the operations of the Company. | |
MARKETABLE_SECURITIES
MARKETABLE SECURITIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Marketable Securities [Abstract] | ||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | NOTE 4 – MARKETABLE SECURITIES | |||||||
Marketable securities consisted of the following at December 31: | ||||||||
2014 | 2013 | |||||||
Equity securities: | ||||||||
Cost | $ | 112 | $ | 112 | ||||
Fair value | 29 | 60 | ||||||
Unrealized loss | -83 | -52 | ||||||
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Inventory Disclosure [Text Block] | NOTE 5 – INVENTORIES | |||||||
Inventories consisted of the following at December 31: | ||||||||
2014 | 2013 | |||||||
Raw materials | $ | 8,757 | $ | 5,302 | ||||
Work in process | 2,492 | 2,023 | ||||||
Finished goods | 8,738 | 9,191 | ||||||
19,987 | 16,516 | |||||||
Reserve for obsolete inventory | -1,569 | -1,672 | ||||||
$ | 18,418 | $ | 14,844 | |||||
During 2014 and 2013, the Company purchased finished goods inventories from a related party totaling $0 and $1,737, respectively. As of December 31, 2014 and 2013, there were no outstanding accounts payable to this related party. | ||||||||
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | NOTE 6 – PROPERTY AND EQUIPMENT | |||||||
Property and equipment consisted of the following at December 31: | ||||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 10,366 | $ | 10,006 | ||||
Computers and other | 6,593 | 6,339 | ||||||
Land | 577 | 577 | ||||||
Aquifer | 482 | 2,855 | ||||||
Leasehold improvements | 1,515 | 1,515 | ||||||
19,533 | 21,292 | |||||||
Accumulated depreciation and amortization | -16,853 | -16,252 | ||||||
$ | 2,680 | $ | 5,040 | |||||
Assets held under capital leases are included in machinery and equipment and amounted to $2,169 and $2,019 as of December 31, 2014 and 2013, respectively. | ||||||||
Depreciation and amortization expense totaled $598 and $904 in 2014 and 2013, respectively. | ||||||||
In 2013, the Company entered into a sale-leaseback arrangement relating to its office facilities. Under the terms of the arrangement, the Company’s office building and surrounding land, which had a carrying amount of $4,848 were sold for $7,276. Proceeds from the sale were used to pay a portion of the senior credit facility loans (see Note 8). The Company then leased the property back under a 15-year operating lease that requires monthly lease payments of $60, which increase throughout the term of the lease. The Company recorded a deferred gain for the amount of the gain on the sale of the asset, to be recognized as a reduction of rent expense over the life of the lease. | ||||||||
In 2013, the Company entered into a sale-leaseback arrangement relating to equipment. Under the terms of the arrangement, certain equipment items were sold for $2,000. Proceeds from the sale were used to pay a portion of the senior credit facility loans (see Note 8). The Company then leased the equipment back under a 42-month capital lease that requires monthly lease payments of $58 and bears an interest rate of 10.5%. The Company will have the option to purchase the equipment at the end of the lease. | ||||||||
INTANGIBLE_ASSETS
INTANGIBLE ASSETS | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Intangible Assets Disclosure [Text Block] | NOTE 7 – INTANGIBLE ASSETS | |||||||
Intangible assets consisted of the following at December 31: | ||||||||
2014 | 2013 | |||||||
Trademarks | $ | 10,142 | $ | 10,142 | ||||
Customer relationships | 1,824 | 1,824 | ||||||
11,966 | 11,966 | |||||||
Accumulated amortization | -4,402 | -3,934 | ||||||
$ | 7,564 | $ | 8,032 | |||||
Trademarks are amortized over a period of 30 years and customer relationships are amortized over a period of 16 years. Amortization expense was $468 and $448 in 2014 and 2013, respectively. | ||||||||
Estimated aggregate amortization expense for the trademarks and customer relationships for each of the five fiscal years subsequent to 2014 is as follows: | ||||||||
Years Ending December 31, | ||||||||
2015 | $ | 444 | ||||||
2016 | 444 | |||||||
2017 | 444 | |||||||
2018 | 444 | |||||||
2019 | 444 | |||||||
Thereafter | 5,344 | |||||||
$ | 7,564 | |||||||
LONGTERM_DEBT
LONG-TERM DEBT | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt Disclosure [Text Block] | NOTE 8 – LONG-TERM DEBT | ||||||||
Long term-debt consisted of the following as of December 31: | |||||||||
2014 | 2013 | ||||||||
Related-Party Debt: Notes payable to an entity owned by stockholders, unsecured, with interest rate of 16.2% , maturing through July 25, 2017 | $ | 9,797 | $ | - | |||||
Related Party Debt - extinguished in 2014 | - | 15,778 | |||||||
Senior Credit Facility: Revolving $9,500 asset-based credit facility payable to a financial institution with an interest rate equal to LIBOR plus 6% (6.25% as of December 31, 2014), due on demand. The Company is required to pay an unused commitment fee of 0.75% per annum. Collateralized by a first priority lien on all of the assets of the Company. Certain stockholders have also personally guaranteed the Senior Credit Facility (see Note 15) | 8,945 | 7,514 | |||||||
Note Payable: Note payable to an institutional lender, with interest rate of 12%, maturing in November 2019 , net of discount of $3,006 | 4,994 | - | |||||||
Vendor Term Notes: Unsecured loans payable to vendors with rates ranging from 7% to 6% and maturing dates of November 2014 and May 2015 | 520 | - | |||||||
Capital Lease Obligations: Capital leases with rates ranging from 10.5% to 10.25% and maturing dates ranging from October 2016 to July 2017, secured by certain manufacturing equipment in the American Fork facility | 2,169 | 2,019 | |||||||
Direct Stockholder Loans – extinguished in 2014 | - | 44,721 | |||||||
Subordinated Bank Debt – extinguished in 2014 | - | 28,041 | |||||||
Total | 26,425 | 98,073 | |||||||
Less current portion | (13,653 | ) | (75,422 | ) | |||||
Long-term debt | $ | 12,772 | $ | 22,651 | |||||
Future aggregate maturities of long-term debt as of December 31, 2014 were as follows: | |||||||||
Years Ending December 31, | |||||||||
2015 | $ | 13,653 | |||||||
2016 | 4,960 | ||||||||
2017 | 3,043 | ||||||||
2018 | 949 | ||||||||
2019 | 3,820 | ||||||||
$ | 26,425 | ||||||||
Certain of the long-term debt agreements require the Company to meet certain affirmative and negative covenants, including maintenance of specified ratios. In management’s opinion, the Company was in compliance with the covenants as of December 31, 2014. | |||||||||
On August 7, 2014 and on September 16, 2014, in anticipation of and contemporaneously with the Merger, respectively, Twinlab entered into amendments of its revolving credit facility with Fifth Third Bank, which had a credit limit of $15,000, primarily for the purpose of obtaining the bank's consent to the Merger. On November 13, 2014, the credit limit was reduced to $9,500. Subsequent to December 31, 2014, the credit facility was paid in full and terminated (see Note 15). | |||||||||
On May 1, 2014, Twinlab borrowed $3,000 from an individual who is a related party, evidenced by an unsecured convertible promissory note due on January 31, 2015. The interest rate was 10% per annum. On September 5, 2014, the note was converted into 1,477,833 shares of TCC common stock, which shares were subsequently exchanged for shares of the Company’s common stock in the Merger. Accrued interest on the note will be paid to the payee in cash. | |||||||||
On August 15, 2014, Twinlab borrowed $3,200 from an individual who is a related party, evidenced by an unsecured convertible promissory note due on January 31, 2015. The interest rate was 10% per annum. On September 5, 2014, the note and accrued interest thereon were converted into 4,210,526 shares of TCC common stock, which shares were subsequently exchanged for shares of the Company’s common stock in the Merger. | |||||||||
On September 3, 2014, Twinlab borrowed $2,800 from an individual who is a related party, evidenced by an unsecured convertible promissory note due on January 31, 2015. The interest rate was 10% per annum. On September 5, 2014, the note and accrued interest thereon were converted into 3,684,211 shares of TCC common stock, which shares were subsequently exchanged for shares of the Company’s common stock in the Merger. | |||||||||
On July 31, 2014, Twinlab entered into a “Debt Repayment Agreement” with a related party pursuant to which the related party exchanged debt totaling approximately $90,000 in consideration of (i) the issuance by THI to such party of 7,000 shares of Series B cumulative preferred stock and Idea Sphere’s or THI’s undertaking to pay such party $4,900 per year in structured monthly payments for 3 years provided that such payment obligations will terminate at such earlier time as the trailing ninety day volume weighted average closing sales price of the Company on all domestic securities exchanges on which it is listed equals or exceeds $5.06 per share. The 7,000 shares of Series B preferred stock were subsequently exchanged for shares of the Company’s common stock in the Merger. | |||||||||
On November 13, 2014, the Company raised proceeds of $8,000, less certain fees and expenses, from the issuance of a note to an institutional investor. The note matures on November 13, 2019 with payments of principal due on a quarterly basis commencing November 13, 2017 in installments starting at $360 per quarter and increasing to $520 per quarter. Interest at an original rate of 12% is payable monthly and payments commenced on November 30, 2014. The Company (i) granted the investor a security interest in the Company’s assets and (ii) pledged the shares of its subsidiaries as security for the note. The investor also agreed to purchase from the Company an additional note in the amount of $2,000 no later than November 13, 2015. The Company issued the investor a warrant to purchase 4,091,122 shares of the Company’s common stock at an aggregate exercise price of $0.01. | |||||||||
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – STOCKHOLDERS’ EQUITY |
On May 1, 2014, the Company issued 20,000,000 shares of common stock for cash of $40 at a price of $0.002 per share. | |
On August 28, 2014, the Company amended its Articles of Incorporation to effectuate a 50 to 1 forward split (the “Forward Split”) of its issued and unissued common and preferred shares as of September 9, 2014, the record date. As a consequence of the Forward Split, the issued and outstanding shares of common stock of the Company increased from 4,400,000 shares immediately prior to the Forward Split becoming effective to 220,000,000 shares following the Forward Split. The number of authorized common shares increased from 100,000,000 to 5,000,000,000 common shares. | |
The Company’s authorized preferred stock increased from 10,000,000 shares to 500,000,000 shares. No shares of the preferred stock have been issued. | |
On September 16, 2014, the Company completed the Merger (see Note 3) and issued 199,995,000 shares of its common stock in exchange for 100% of TCC’s issued and outstanding common and preferred stock. Previously on September 16, 2014 and in anticipation of the Merger, the Company repurchased and retired 199,995,000 shares of its common stock for cash of $8. Additionally, the selling stockholder forgave debt of $7 and accrued interest of approximately $.3 and agreed to resign as an officer and director of the Company. | |
In connection with the Merger, the Chief Executive Officer and President of the Company (the “CEO”) entered into a Subscription and Surrender Agreement with TCC, the benefit of which accrues to the Company, pursuant to which the CEO will contribute, for no consideration, up to 65,306,102 shares of the common stock received in the Merger he holds to facilitate acquisitions and the raising of capital by the Company, provide a pool of shares to be used for incentive awards by the Company and for use by the Company for other proper purposes, without such events diluting the interests of other shareholders. The CEO also has a contingent agreement to acquire up to 5,021,834 shares of the Company’s outstanding common stock if either or both of the transactions subject to the option agreements discussed in Note 11 do not close. | |
Pursuant to the Subscription and Surrender Agreement, the CEO acquired one share of TCC Series A Redeemable Preferred Stock in exchange for consideration of $200. The one share of Series A Preferred Stock was exchanged for shares of common stock of the Company in the Merger. | |
Of the shares issued in the Merger, a total of 5,021,834 shares of common stock related to prior Securities Purchase Agreements whereby the investors acquired shares of common stock of TCC in exchange for promissory notes totaling $100. The subscription notes receivable bear interest at the rate of 5% per annum and mature on the date when proposed asset purchase agreements among certain affiliates of the investors are entered into. The subscription note for $30 has matured but has not yet been paid. | |
As of December 31, 2014, the only equity compensation plan in effect was the Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”), which plan was assumed by the Company in connection with the Merger. The TCC Plan originally established a pool of 20,000,000 shares of TCC common stock for issuance as incentive awards to employees of TCC for the purposes of attracting and retaining qualified employees who will aid in the success of TCC. The Board of Directors intends to review and either amend and restate the TCC Plan or adopt a replacement and/or additional plan in the near future, which may include an increase in the number of securities available for issuance under the plan and will seek stockholder approval thereof. As noted above, Mr. Tolworthy has agreed to surrender some of his shares of the Company’s stock for purposes of the TCC Plan or other incentive compensation plan. | |
WARRANTS_COMMON_STOCK_PUT_AGRE
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 10 – WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENT | |||||||
In connection with the September 3, 2014 related party debt agreement described in Note 8, TCC issued to the lender a warrant to acquire 5,592,105 shares of TCC common stock at a purchase price of $0.76 per share at any time prior to September 6, 2017, which warrant was assumed by the Company in connection with the Merger and is now exercisable into shares of the Company’s common stock. The warrant agreement contains certain anti-dilution provisions. | ||||||||
The Company issued a Series A Warrant (the “First Warrant”) to Capstone Financial Group, Inc. (“Capstone”), effective as of September 30, 2014. Pursuant to the First Warrant, Capstone has the right to purchase up to 52,631,579 shares of common stock at an exercise price of $0.76 per share. The First Warrant is exercisable from October 1, 2014 through October 31, 2017. The First Warrant provides for equitable adjustments in the event of a stock split, stock dividend, reclassification, consolidation or merger. The Company has agreed with Capstone that if the Company issues a security (i) exercisable or exchangeable for or (ii) convertible into shares of common stock at a date after October 1, 2014 and such security provides for anti-dilution protection, the shares of common stock issuable under the First Warrant shall enjoy the same anti-dilution protection as that first issued security. | ||||||||
The Company also issued a Series B Warrant (the “Second Warrant”) to Capstone, effective as of September 30, 2014. Pursuant to the Second Warrant, Capstone has the right to purchase up to 22,368,421 shares of common stock at an exercise price of $0.76 per share. The Second Warrant is exercisable from October 1, 2014 through October 31, 2017 but only to the extent and in the same proportions as exercises by Capstone of the First Warrant. The Second Warrant provides for equitable adjustments in the event of a stock split, stock dividend, reclassification, consolidation or merger. The Company has agreed with Capstone that if the Company issues a security (i) exercisable or exchangeable for or (ii) convertible into shares of common stock at a date after October 1, 2014 and such security provides for anti-dilution protection, the shares of common stock issuable under the Second Warrant shall enjoy the same anti-dilution protection as that first issued security. | ||||||||
The Company and Capstone have entered into a Common Stock Put Agreement, dated as of September 30, 2014, as amended on December 15, 2014 (as so amended, the “Put Agreement”), pursuant to which Capstone indicated its intent to exercise the Series A Warrant over a 36 month term at a monthly rate of no less than 1,461,988 shares of common stock commencing on November 15, 2014 and on a monthly basis thereafter. In the event that Capstone does not exercise the Series A Warrant such that as of February 16, 2015 or any applicable exercise date thereafter, Capstone’s cumulative purchases of common stock pursuant to the Series A Warrant has not been at a rate that is equal to or in excess of the minimum rate, then the Company has the right to notify Capstone of the Company’s exercise of its put rights under the Put Agreement. Upon receipt of such notice, Capstone is required to exercise the Series A Warrant to (i) purchase by a date identified in the notice, such amount of common stock as would, if purchased as of February 16, 2015 or any applicable exercise date, have made Capstone’s purchases of common stock pursuant to the Series A Warrant as of such exercise date equal to the minimum rate, and (ii) purchase by a date that is no later than each subsequent periodic exercise date an amount of common stock such that as of each such periodic exercise date, Capstone’s cumulative purchases of common stock pursuant to the Series A Warrant through that date will have been at a rate that is no less than the minimum rate. Following delivery of the put notice by the Company, Capstone’s failure to make the initial mandatory purchase by the put date is an “Event of Default”. Following the delivery of the put notice by the Company, Capstone’s failure to make when due any periodic mandatory purchase is a breach of the Put Agreement, and if such breach is not timely cured by Capstone, such uncured breach will be deemed an Event of Default. Upon the occurrence of an Event of Default as described above, (i) Capstone’s right to purchase all shares of common stock remaining unpurchased under the Series A Warrant is converted into an obligation, accelerated and immediately due and (ii) the Series B Warrant immediately terminates as to any shares of common stock remaining exercisable under the Series B Warrant. In the event the Company invokes its right pursuant to the put notice to require Capstone to exercise the Series A Warrant, the exercise price per share of common stock thereunder is $0.775 per share. In the event that the Company converts and accelerates Capstone’s obligations to purchase the shares of common stock remaining unexercised under the Series A Warrant, Capstone has the right to surrender issued and outstanding shares of common stock to the Company to be credited towards Capstone’s obligations, with such surrendered shares valued at $0.76 per share of common stock. As of the date of this report, the Company has not received funds related to the Series A Warrant and the Company has not delivered the put notice. | ||||||||
The Company and Capstone entered into a Registration Rights Agreement, dated as of September 30, 2014 (the “Registration Agreement”). Pursuant to the Registration Agreement, Capstone can require the Company to register the shares of common stock acquired upon exercise of the First Warrant and the Second Warrant at such time as the Company is eligible to register securities on a Registration Statement on Form S-3 and thereafter file additional registration statements if requested by Capstone on a quarterly basis. The Registration Agreement contains terms and conditions customary for the grant of registration rights. | ||||||||
Pursuant to the November 13, 2014 note payable to an institutional investor discussed in Note 8, the investor was issued a warrant to acquire 4,091,122 shares of common stock, subject to certain adjustments, at a purchase price of $0.001 in the aggregate, at any time prior to November 13, 2019. In the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and sale of all or substantially all of the Company’s assets or property, the number of shares of common stock issuable pursuant to the warrant shall be increased in the event the Company’s and its Subsidiaries’ (as defined in the warrant agreement) audited Adjusted EBITDA (as defined in the warrant agreement) for the fiscal year ending December 31, 2018 does not equal or exceed $19,250. The Company has granted the investor certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the warrant. | ||||||||
A summary of the status of the warrants issued by the Company as of December 31, 2014, and changes during the year then ended is presented below: | ||||||||
Weighted Average | ||||||||
Shares | Exercise Price | |||||||
Outstanding, December 31, 2013 | - | $ | - | |||||
Granted | 84,683,227 | 0.72 | ||||||
Canceled / Expired | - | - | ||||||
Exercised | - | - | ||||||
Outstanding, December 31, 2014 | 84,683,227 | $ | 0.72 | |||||
The Company estimated the grant date value of the September 3, 2014 warrants using the Black-Scholes pricing model at $1,481 and included that amount in interest expense. | ||||||||
The Company estimated the grant date value of the November 13, 2014 warrants using the Black-Scholes pricing model at $3,109 and included that amount in debt discount. | ||||||||
OPTION_AGREEMENTS
OPTION AGREEMENTS | 12 Months Ended |
Dec. 31, 2014 | |
Business Combinations [Abstract] | |
Business Combination, Option Agreements Disclosure [Text Block] | NOTE 11 – OPTION AGREEMENTS |
In September 2014, TCC entered into an option agreement ("Option No. 1") that gives TCC an exclusive option to purchase 100% of the equity of a marketer and distributor of nutritional products (“Target No. 1”) on certain agreed upon terms. TCC paid $2,000 to acquire Option No. 1, which is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet as of December 31, 2014. Option No. 1 can be exercised on or before July 13, 2015. As an option, the Company will have the right, but not the obligation, to acquire the equity of Target No. 1 for a purchase price of $37,000, payable in cash at the closing of the acquisition without reduction for the option purchase price. At present none of the Company, TCC or any other subsidiary of the Company has sufficient funds necessary to close on the acquisition of the equity of Target No. 1, if it were to exercise Option No. 1. The Company believes that it and TCC will be able to raise the necessary funds to exercise Option No. 1 on a timely basis, although there can be no assurance that the Company and TCC will be successful. | |
In September 2014, TCC entered into an option agreement (“Option No. 2”) that gives TCC an exclusive option to purchase substantially all of the assets and assume certain operating liabilities of a manufacturer of nutritional products on certain agreed upon terms (“Target No. 2”). TCC agreed to pay $350 to acquire Option No. 2, which is included in prepaid expenses and other current assets in the accompanying consolidated balance sheet as of December 31, 2014. Option No. 2 can be exercised on or before December 13, 2014, which date was subsequently extended. As an option, TCC has the right, but not the obligation, to acquire the assets of Target No. 2, for a purchase price of $10,500, payable in cash at the closing of the acquisition. The purchase price for the assets of Target No. 2 would not be reduced by the option purchase price. If the Company does not exercise Option No. 2 within the exercise period, it will pay the grantor break-up fees of approximately of $400. Subsequent to December 31, 2014, the Company completed a purchase agreement pursuant to the option agreement (see Note 15). | |
INCOME_TAXES
INCOME TAXES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Tax Disclosure [Text Block] | NOTE 12 – INCOME TAXES | |||||||
The Company has a recorded a provision for income taxes in 2014 and 2013 of $61 and $33, respectively, primarily for minimum state income taxes. | ||||||||
The income tax (provision) benefit differs from the amount computed at federal statutory rates for the years ended December 31, 2014 and 2013 as follows: | ||||||||
2014 | 2013 | |||||||
Income tax benefit at federal statutory rate | $ | 7,220 | $ | 825 | ||||
Interest expense | -1,550 | - | ||||||
State income taxes, net of federal benefit | 839 | 102 | ||||||
Valuation allowance | -7,036 | -945 | ||||||
Other | 466 | -15 | ||||||
$ | -61 | $ | -33 | |||||
Deferred tax assets (liabilities) are comprised of the following at December 31: | ||||||||
2014 | 2013 | |||||||
Current asset: | ||||||||
Accruals and reserves | $ | 688 | $ | 707 | ||||
Valuation allowance | -688 | -707 | ||||||
Less valuation allowance | $ | - | $ | - | ||||
Long-term asset (liability): | ||||||||
Depreciation and amortization | $ | 920 | $ | -139 | ||||
Accruals and reserves | 326 | 3,629 | ||||||
Deferred revenue | 817 | 873 | ||||||
Net operating loss carryforwards | 60,839 | 51,423 | ||||||
Other | 74 | 135 | ||||||
Valuation allowance | -62,976 | -55,921 | ||||||
$ | - | $ | - | |||||
As a result of recurring operating losses, the Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2014 and 2013, as management was unable to conclude that it is more likely than not that the deferred tax assets will be realized. | ||||||||
The Company had federal net operating loss carryforwards of approximately $161,949 and state net operating loss carryforwards of approximately $134,640 at December 31, 2014, which are available to reduce future federal and state taxable income. The federal and state net operating loss carryforwards expire from 2021 through 2031. If substantial changes in the Company’s ownership should occur, there would be an annual limitation of the amount of the net operating loss carryforwards which could be utilized. | ||||||||
We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Based upon our review and evaluation, during the years ended December 31, 2014 and 2013, we concluded the Company had no unrecognized tax benefit that would affect its effective tax rate if recognized. | ||||||||
RETIREMENT_PROGRAMS
RETIREMENT PROGRAMS | 12 Months Ended |
Dec. 31, 2014 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | NOTE 13 – RETIREMENT PROGRAMS |
The Company maintains a defined contribution retirement plan (the “Plan”) which is qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. All employees over the age of 18 are eligible for participation in the Plan, on the 1st day of the 1st month following 30 days of employment with the Company. The Plan is a safe harbor plan, requiring the Company to match 100% of the first 1% of eligible salary contributed per pay period by participating employees, and to match 50% on the next 5% of eligible salary contributed per pay day period by participating employees (with matching capped at 6% per pay period). Employer contributions vest ratably over two years. The Company recognized expenses of $358 and $329 related to the Plan in 2014 and 2013, respectively. The Plan provides for the Company to pay the administrative expenses related to the Plan. | |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Commitments and Contingencies Disclosure [Text Block] | NOTE 14 – COMMITMENTS AND CONTINGENCIES | |||||||
Litigation | ||||||||
From time to time the Company and its subsidiaries are parties to litigation arising in the ordinary course of business operations. Such litigation primarily involves claims for personal injury, property damage, breach of contract and claims involving employee relations and certain administrative proceedings. Based on current information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows. | ||||||||
Leases | ||||||||
The Company has operating leases for certain factory, warehouse, office space, and machinery and equipment. Certain leases provide for payment of real estate taxes, common area maintenance, insurance and certain other expenses. Lease terms may have escalating rent provisions and rent holidays that are expensed on a straight-line basis over the term of the lease, and expire at various dates through 2018. Certain rent expenditures are made on a month-to-month basis as the underlying operating lease has expired. Total rental expense for operating leases was $998 and $748 for 2014 and 2013, respectively. | ||||||||
Certain leases of machinery and office equipment are classified as capital leases and expire at various dates through 2017. The future minimum lease payments in the aggregate are as follows: | ||||||||
Years Ending December 31, | Operating | Capital | ||||||
Leases | Leases | |||||||
2015 | $ | 973 | $ | 804 | ||||
2016 | 768 | 881 | ||||||
2017 | 718 | 484 | ||||||
2018 | 784 | - | ||||||
2019 | 790 | - | ||||||
Thereafter | 6,777 | - | ||||||
$ | 10,810 | $ | 2,169 | |||||
Employee Agreements | ||||||||
The Company has entered into employment agreements with certain members of management. The terms of each agreement are different. However, one or all of these agreements include stipulated base salary, bonus potential, vacation benefits, severance and non-competition agreements. | ||||||||
Minimum Purchase Commitment | ||||||||
The Company entered into an agreement with a certain supplier in April 2013. As part of the agreement, the Company is required to make a minimum purchase with the supplier of at least $5,000 over the term of the 5-year agreement. | ||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 15 – SUBSEQUENT EVENTS |
Restricted Stock Unit Awards | |
In January and March, 2015, the Company granted to certain employees of the Company a total of 7,353,252 Restricted Stock Units pursuant to the TCC Plan, as assumed by the Company in the Merger. Each Restricted Stock Unit relates to one share of the Company’s common stock. The Restricted Stock Units vest 25% each on January 1, 2016, January 1, 2017, January 1, 2018 and January 1, 2019. | |
Financings | |
On January 22, 2015, the Company paid off all amounts owed under its credit facility with Fifth Third Bank and entered into a new three-year $15,000 revolving credit facility based on the Company’s accounts receivable and inventory, increasable to up to $20,000, with MidCap Funding X Trust (“MidCap”). The Company (i) granted MidCap a first priority security interest in certain of its assets and (ii) pledged the shares of its subsidiaries as security for amounts owed under the credit facility. The Company issued MidCap a warrant to purchase 500,000 shares of common stock at an exercise price of $0.76 per share. | |
On January 22, 2015, the Company raised proceeds of $5,000 less certain fees and expenses, from the sale of a note to an institutional investor. The proceeds are restricted to pay a portion of the Nutricap acquisition discussed below. The note matures on February 13, 2020 with payments of principal due on a quarterly basis commencing March 1, 2017 in installments starting at $250 per quarter and increasing to $350 per quarter. Interest is payable monthly and payments commencing on February 2, 2015. The Company (i) granted the investor a security interest in the Company’s assets, including real estate and (ii) pledged the shares of its subsidiaries as security for the note. The Company issued the investor warrants to purchase an aggregate of 2,329,400 shares of common stock, at an aggregate exercise price of $0.01, through February 13, 2020. The number of shares of common stock issuable pursuant to the warrants will be increased if the Company’s audited adjusted EBITDA for the fiscal year ending December 31, 2018 is less than $19,250. | |
On February 6, 2015, the Company raised proceeds of $2,000, less certain fees and expenses, from the institutional investor who purchased the $8,000 note discussed in Note 8. The proceeds are restricted to pay a portion of the Nutricap acquisition discussed below. This note matures on November 13, 2019 with payments of principal due on a quarterly basis commencing November 13, 2017 in installments starting at $90 per quarter and increasing to $130 per quarter. Interest is payable monthly and payments commencing on February 28, 2015. The warrant issued to this investor on November 13, 2014 was cancelled and replaced by a warrant to purchase 4,960,740 shares of common stock at an aggregate exercise price of $0.01. The terms of this warrant are the same as the warrant issued on November 13, 2014. | |
Nutricap Purchase Agreement | |
As discussed in Note 11, TCC entered into Option No. 2 in September 2014 that gave TCC an exclusive option to purchase certain assets of a manufacturer of nutritional products. On February 6, 2015, NutraScience, acquired the customer relationships of Nutricap Labs, LLC (“Nutricap”), a provider of dietary supplement contract manufacturing services. The purchase price paid for the acquired assets was (i) $8,000 in cash (subject to certain downward adjustments), (ii) assumption of certain liabilities; and (iii) promissory notes in an aggregate principal amount of $3,978 payable as to certain of such amounts (a) on April 6, 2015, subject to a late payment fee of $250 if payment is not timely made, and (b) in twelve monthly installments that commenced on February 27, 2015. Pursuant to a Transition Services Agreement entered into at the closing of the acquisition, Nutricap will provide NutraScience with certain transitional services through August 6, 2015, subject to extension, to assist NutraScience to transfer the purchased customer relationships. NutraScience will pay Nutricap the following fees for the transition services: (i) a monthly fee of $300; (ii) $259 in twelve equal monthly installments for use of Nutricap’s premises; and (iii) (x) 105% of the monthly salary, benefits expenses and other compensation-related expenses and (y) applicable retention bonuses for certain individuals employed by Nutricap prior to the closing who perform transition services for NutraScience. | |
Indemnification Claims | |
The Company provides certain rights of indemnification to its contract manufacturing customers, one of whom has tendered to the Company the defense and indemnification of approximately 35 putative class actions alleging primarily that two products failed to contain sufficient active ingredients to meet label claims. The Company has accepted such tenders subject to a reservation of various rights. The Company believes the allegations, which are essentially common across all the actions, are without merit and intends to vigorously defend these cases, but any litigation involves risk and is inherently unpredictable. If any plaintiff is successful in certifying a class and thereafter prevailing on the merits of their complaint, such an adverse result could have a material adverse effect on the Company. In addition, due to the nature and scope of the indemnity and defense the Company will likely need to provide, the legal fees associated with such indemnification could be significant enough to have a material adverse effect on the Company's cash flows until such matters are fully and finally resolved. | |
NATURE_OF_OPERATIONS_AND_SUMMA1
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Organization [Policy Text Block] | Organization | ||||||||||||||
Twinlab Consolidated Holdings, Inc. (the “Company”) was incorporated on October 24, 2013 under the laws of the State of Nevada as Mirror Me, Inc. On August 7, 2014, the Company amended its articles of incorporation and changed its name to Twinlab Consolidated Holdings, Inc. | |||||||||||||||
Reverse Merger [Policy Text Block] | Reverse Merger | ||||||||||||||
On September 4, 2014, the Company entered into an Agreement and Plan of Merger and entered into a First Amendment to Agreement and Plan of Merger on September 16, 2014 (as amended, the “Merger Agreement”), by and among the Company, TCC MERGER CO (“Sub Co”), a Delaware corporation and wholly-owned subsidiary of the Company, and Twinlab Consolidation Corporation (“TCC”), a Delaware corporation. The Merger Agreement provided for the merger of Sub Co with and into TCC (the “Merger”), with TCC surviving the Merger as a wholly owned subsidiary of the Company. The Merger closed on September 16, 2014. | |||||||||||||||
The Merger has been accounted for as a reverse triangular merger. TCC is the accounting acquirer for financial reporting purposes and the Company is the accounting acquiree. Consequently, the assets and liabilities and the operations that are reflected in the historical financial statements prior to the Merger will be those of TCC and its subsidiaries and are recorded at the historical cost basis of TCC. The consolidated financial statements after completion of the Merger will include the assets and liabilities of the Company and TCC, the operations of TCC and its subsidiaries, and the operations of the Company. | |||||||||||||||
Nature Of Operations [Policy Text Block] | Nature of Operations | ||||||||||||||
The Company and its subsidiaries manufacture and market high-quality, science-based nutritional supplements, and also provide health and wellness information. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, TCC, Twinlab Holdings, Inc. (“THI”), Twinlab Corporation (“Twinlab”), ISI Brands, Inc. (“ISI”), NutraScience Labs, Inc. (“NutraScience”) and NutraScience IP Corporation. | |||||||||||||||
Products include vitamins, minerals, specialty supplements and sports nutrition products primarily under the Twinlab® brand name (including the Twinlab® Fuel family of sports nutrition products); diet and energy products under the Metabolife® brand name; a line of products that promote joint health under the Trigosamine® brand name; and a full line of herbal teas under the Alvita® brand name. These products are sold primarily through health and natural food stores and national and regional drug store chains, supermarkets, and mass market retailers. | |||||||||||||||
Consolidation, Policy [Policy Text Block] | Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||
Fiscal Period, Policy [Policy Text Block] | Change in Fiscal Year | ||||||||||||||
Effective with the completion of the Merger, the Company changed its fiscal year to end on December 31. | |||||||||||||||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to sales returns and allowances, allowance for doubtful accounts, reserve for inventory obsolescence, recoverability of long-lived assets and estimated value of warrants. | |||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition | ||||||||||||||
Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. | |||||||||||||||
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash | ||||||||||||||
At December 31, 2014 and 2013, the Company had restricted cash of $370 and $374, respectively. As part of a credit facility agreement, the Company is required to maintain a balance of $370 in a funding account. | |||||||||||||||
Marketable Securities, Policy [Policy Text Block] | Marketable Securities | ||||||||||||||
Marketable securities consist of equity securities. The Company designates the classification of its marketable securities at the time of purchase and reevaluates this designation as of each balance sheet date. As of December 31, 2014 and 2013, the Company classified its marketable securities as available-for-sale, and these securities are recorded at their quoted market values. The cost of a security sold or the amount reclassified out of accumulated other comprehensive income into earnings is determined by specific identification of the security. Unrealized holding gains or losses on available-for-sale securities are excluded from income and are reported in accumulated other comprehensive income until realized. Losses are also recognized when management has determined that there has been an other-than-temporary decline in fair value. | |||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements | ||||||||||||||
The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. | |||||||||||||||
The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: | |||||||||||||||
Level 1 – inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. | |||||||||||||||
Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. | |||||||||||||||
Level 3 – inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. | |||||||||||||||
The following table summarizes the financial instruments of the Company measured at fair value on a recurring basis as of December 31, 2014 and 2013. | |||||||||||||||
December 31, 2014 | Total | Level 1 | Level 2 | Level 3 | |||||||||||
Marketable securities | $ | 29 | $ | 29 | $ | - | $ | - | |||||||
Total | $ | 29 | $ | 29 | $ | - | $ | - | |||||||
December 31, 2013 | Total | Level 1 | Level 2 | Level 3 | |||||||||||
Marketable securities | $ | 60 | $ | 60 | $ | - | $ | - | |||||||
Total | $ | 60 | $ | 60 | $ | - | $ | - | |||||||
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowances | ||||||||||||||
Substantially all of the Company’s accounts receivable are from distributors or mass-market customers. The Company grants credit to customers and generally does not require collateral or other security. The Company performs credit evaluations of its customers and provides for expected claims: related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. These allowances approximated $2,372 and $1,826 as of December 31, 2014 and 2013, respectively. The Company sells predominately in the North American and European markets, with international sales transacted in U.S. dollars. | |||||||||||||||
Inventory, Policy [Policy Text Block] | Inventories | ||||||||||||||
Inventories are stated at the lower of cost or market, with costs determined using the weighted average cost method. | |||||||||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment | ||||||||||||||
Property, plant and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 35 years for buildings, 7 to 10 years for machinery and equipment, 8 years for furniture and fixtures, and 3 years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease. | |||||||||||||||
Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. | |||||||||||||||
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets | ||||||||||||||
Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives of 30 and 16 years, respectively. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates. | |||||||||||||||
The Company believes that its long-term growth strategy supports the recoverability of these amounts; however, recoverability is dependent upon achievement of the Company’s projections and the execution of key initiatives related to revenue growth and improved profitability. | |||||||||||||||
Deferred Charges, Policy [Policy Text Block] | Deferred Financing Costs | ||||||||||||||
Costs related to the issuance of debt are capitalized as other assets in the consolidated balance sheets and are amortized using the straight-line method that approximates the effective interest rate method over corresponding periods of the related debt. Amortization of deferred financing costs is included in interest expense in the accompanying consolidated statements of comprehensive loss. | |||||||||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets | ||||||||||||||
Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangible assets under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. | |||||||||||||||
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs | ||||||||||||||
Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of selling, general and administrative expenses and totaled $3,691 and $3,913 in 2014 and 2013, respectively. | |||||||||||||||
Advertising Costs, Policy [Policy Text Block] | Advertising and Promotion Costs | ||||||||||||||
The Company advertises its branded products through national and regional media and through cooperative advertising programs with customers. The Company’s advertising expenses were $1,175 and $2,563 in 2014 and 2013, respectively. Customers are also offered in-store promotional allowances, cooperative advertising programs and certain products are also promoted with direct to consumer rebate programs. Costs for these promotional programs are expensed as incurred as a reduction to net sales. | |||||||||||||||
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs | ||||||||||||||
Research and development costs are expensed as incurred and totaled $1,559 and $1,395 in 2014 and 2013, respectively. | |||||||||||||||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||||||||||||||
The Company accounts for income taxes using an asset and liability approach. Deferred income taxes are determined by applying currently enacted tax laws and rates to cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Valuation allowances against deferred tax assets are recorded when management concludes that it is more likely than not that such deferred tax assets will not be realized. | |||||||||||||||
The Company’s federal and state income tax returns prior to the year ended December 31, 2010 are closed, and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. | |||||||||||||||
The Company recognizes interest and penalties associated with uncertain tax positions as part of selling, general and administrative expenses and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. | |||||||||||||||
The Company may from time to time be assessed interest and/or penalties by major taxing jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company receives an assessment for interest and/or penalties, it has been classified in the consolidated statements of operations and comprehensive loss as selling, general and administrative expenses. | |||||||||||||||
The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. | |||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share | ||||||||||||||
Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock. | |||||||||||||||
Due to the fact that for all periods presented, the Company incurred net losses, potential dilutive common share equivalents as of December 31, 2014 and 2013, totaling 84,683,227 and 0, respectively, are not included in the calculation of Diluted EPS because they are anti-dilutive. Therefore, basic loss per common share is the same as diluted loss per common share for the years ended December 31, 2014 and 2013. | |||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentrations of Risk | ||||||||||||||
Sales to the Company’s top three major customers aggregated to approximately 26% and 29% of total sales in 2014 and 2013, respectively. Sales to one of those customers were approximately 12% and 12% of total sales in 2014 and 2013, respectively. Accounts receivable from these customers were approximately 24% and 20% of total accounts receivable as of December 31, 2014 and 2013, respectively. | |||||||||||||||
Segment Reporting, Policy [Policy Text Block] | Geographic Concentrations | ||||||||||||||
Net revenues from customers residing in the following foreign countries were as follows for 2014 and 2013: | |||||||||||||||
% of Total | % of Total | ||||||||||||||
2014 | Revenues | 2013 | Revenues | ||||||||||||
Mexico | $ | 1,536 | 2.5 | % | $ | 1,716 | 2.25 | % | |||||||
Canada | $ | 2,212 | 3.6 | % | $ | 1,498 | 1.97 | % | |||||||
Other | $ | 6,804 | 11.08 | % | $ | 9,153 | 12.01 | % | |||||||
Reclassification, Policy [Policy Text Block] | Reclassifications | ||||||||||||||
Certain amounts in the 2013 consolidated financial statements have been reclassified to conform with the current year presentation. | |||||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||||||||||||||
In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-09, “Revenue from Contracts with Customers.” This amended guidance affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (e.g., insurance contracts or lease contracts). This ASU will supersede the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance, and creates a Topic 606, “Revenue from Contracts with Customers.” | |||||||||||||||
The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: | |||||||||||||||
Step 1. Identify the contract(s) with a customer. | |||||||||||||||
Step 2. Identify the performance obligations in the contract. | |||||||||||||||
Step 3. Determine the transaction price. | |||||||||||||||
Step 4. Allocate the transaction price to the performance obligations in the contract. | |||||||||||||||
Step 5. Recognize revenue when (or as) the entity satisfies a performance obligation. | |||||||||||||||
ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. The Company has not yet determined how its consolidated financial statements will be affected by the adoption of ASU 2014-09. | |||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 310-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern.” The amendments in this Update provide guidance in U.S. Generally Accepted Accounting Principles about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. In doing so, the amendments are intended to reduce diversity in the timing and content of footnote disclosures. The amendments are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company has not yet determined how its consolidated financial statements will be affected by the adoption of ASU 2014-15. | |||||||||||||||
NATURE_OF_OPERATIONS_AND_SUMMA2
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table summarizes the financial instruments of the Company measured at fair value on a recurring basis as of December 31, 2014 and 2013. | ||||||||||||||
December 31, 2014 | Total | Level 1 | Level 2 | Level 3 | |||||||||||
Marketable securities | $ | 29 | $ | 29 | $ | - | $ | - | |||||||
Total | $ | 29 | $ | 29 | $ | - | $ | - | |||||||
December 31, 2013 | Total | Level 1 | Level 2 | Level 3 | |||||||||||
Marketable securities | $ | 60 | $ | 60 | $ | - | $ | - | |||||||
Total | $ | 60 | $ | 60 | $ | - | $ | - | |||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Net revenues from customers residing in the following foreign countries were as follows for 2014 and 2013: | ||||||||||||||
% of Total | % of Total | ||||||||||||||
2014 | Revenues | 2013 | Revenues | ||||||||||||
Mexico | $ | 1,536 | 2.5 | % | $ | 1,716 | 2.25 | % | |||||||
Canada | $ | 2,212 | 3.6 | % | $ | 1,498 | 1.97 | % | |||||||
Other | $ | 6,804 | 11.08 | % | $ | 9,153 | 12.01 | % | |||||||
MARKETABLE_SECURITIES_Tables
MARKETABLE SECURITIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Marketable Securities [Abstract] | ||||||||
Marketable Securities [Table Text Block] | Marketable securities consisted of the following at December 31: | |||||||
2014 | 2013 | |||||||
Equity securities: | ||||||||
Cost | $ | 112 | $ | 112 | ||||
Fair value | 29 | 60 | ||||||
Unrealized loss | -83 | -52 | ||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ||||||||
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following at December 31: | |||||||
2014 | 2013 | |||||||
Raw materials | $ | 8,757 | $ | 5,302 | ||||
Work in process | 2,492 | 2,023 | ||||||
Finished goods | 8,738 | 9,191 | ||||||
19,987 | 16,516 | |||||||
Reserve for obsolete inventory | -1,569 | -1,672 | ||||||
$ | 18,418 | $ | 14,844 | |||||
PROPERTY_AND_EQUIPMENT_Tables
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ||||||||
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at December 31: | |||||||
2014 | 2013 | |||||||
Machinery and equipment | $ | 10,366 | $ | 10,006 | ||||
Computers and other | 6,593 | 6,339 | ||||||
Land | 577 | 577 | ||||||
Aquifer | 482 | 2,855 | ||||||
Leasehold improvements | 1,515 | 1,515 | ||||||
19,533 | 21,292 | |||||||
Accumulated depreciation and amortization | -16,853 | -16,252 | ||||||
$ | 2,680 | $ | 5,040 | |||||
INTANGIBLE_ASSETS_Tables
INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at December 31: | |||||||
2014 | 2013 | |||||||
Trademarks | $ | 10,142 | $ | 10,142 | ||||
Customer relationships | 1,824 | 1,824 | ||||||
11,966 | 11,966 | |||||||
Accumulated amortization | -4,402 | -3,934 | ||||||
$ | 7,564 | $ | 8,032 | |||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated aggregate amortization expense for the trademarks and customer relationships for each of the five fiscal years subsequent to 2014 is as follows: | |||||||
Years Ending December 31, | ||||||||
2015 | $ | 444 | ||||||
2016 | 444 | |||||||
2017 | 444 | |||||||
2018 | 444 | |||||||
2019 | 444 | |||||||
Thereafter | 5,344 | |||||||
$ | 7,564 | |||||||
LONGTERM_DEBT_Tables
LONG-TERM DEBT (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Debt [Table Text Block] | Long term-debt consisted of the following as of December 31: | ||||||||
2014 | 2013 | ||||||||
Related-Party Debt: Notes payable to an entity owned by stockholders, unsecured, with interest rate of 16.2% , maturing through July 25, 2017 | $ | 9,797 | $ | - | |||||
Related Party Debt - extinguished in 2014 | - | 15,778 | |||||||
Senior Credit Facility: Revolving $9,500 asset-based credit facility payable to a financial institution with an interest rate equal to LIBOR plus 6% (6.25% as of December 31, 2014), due on demand. The Company is required to pay an unused commitment fee of 0.75% per annum. Collateralized by a first priority lien on all of the assets of the Company. Certain stockholders have also personally guaranteed the Senior Credit Facility (see Note 15) | 8,945 | 7,514 | |||||||
Note Payable: Note payable to an institutional lender, with interest rate of 12%, maturing in November 2019 , net of discount of $3,006 | 4,994 | - | |||||||
Vendor Term Notes: Unsecured loans payable to vendors with rates ranging from 7% to 6% and maturing dates of November 2014 and May 2015 | 520 | - | |||||||
Capital Lease Obligations: Capital leases with rates ranging from 10.5% to 10.25% and maturing dates ranging from October 2016 to July 2017, secured by certain manufacturing equipment in the American Fork facility | 2,169 | 2,019 | |||||||
Direct Stockholder Loans – extinguished in 2014 | - | 44,721 | |||||||
Subordinated Bank Debt – extinguished in 2014 | - | 28,041 | |||||||
Total | 26,425 | 98,073 | |||||||
Less current portion | (13,653 | ) | (75,422 | ) | |||||
Long-term debt | $ | 12,772 | $ | 22,651 | |||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Future aggregate maturities of long-term debt as of December 31, 2014 were as follows: | ||||||||
Years Ending December 31, | |||||||||
2015 | $ | 13,653 | |||||||
2016 | 4,960 | ||||||||
2017 | 3,043 | ||||||||
2018 | 949 | ||||||||
2019 | 3,820 | ||||||||
$ | 26,425 | ||||||||
WARRANTS_COMMON_STOCK_PUT_AGRE1
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the status of the warrants issued by the Company as of December 31, 2014, and changes during the year then ended is presented below: | |||||||
Weighted Average | ||||||||
Shares | Exercise Price | |||||||
Outstanding, December 31, 2013 | - | $ | - | |||||
Granted | 84,683,227 | 0.72 | ||||||
Canceled / Expired | - | - | ||||||
Exercised | - | - | ||||||
Outstanding, December 31, 2014 | 84,683,227 | $ | 0.72 | |||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax (provision) benefit differs from the amount computed at federal statutory rates for the years ended December 31, 2014 and 2013 as follows: | |||||||
2014 | 2013 | |||||||
Income tax benefit at federal statutory rate | $ | 7,220 | $ | 825 | ||||
Interest expense | -1,550 | - | ||||||
State income taxes, net of federal benefit | 839 | 102 | ||||||
Valuation allowance | -7,036 | -945 | ||||||
Other | 466 | -15 | ||||||
$ | -61 | $ | -33 | |||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets (liabilities) are comprised of the following at December 31: | |||||||
2014 | 2013 | |||||||
Current asset: | ||||||||
Accruals and reserves | $ | 688 | $ | 707 | ||||
Valuation allowance | -688 | -707 | ||||||
Less valuation allowance | $ | - | $ | - | ||||
Long-term asset (liability): | ||||||||
Depreciation and amortization | $ | 920 | $ | -139 | ||||
Accruals and reserves | 326 | 3,629 | ||||||
Deferred revenue | 817 | 873 | ||||||
Net operating loss carryforwards | 60,839 | 51,423 | ||||||
Other | 74 | 135 | ||||||
Valuation allowance | -62,976 | -55,921 | ||||||
$ | - | $ | - | |||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | |||||||
Dec. 31, 2014 | ||||||||
Commitments and Contingencies Disclosure [Abstract] | ||||||||
Schedule of Future Minimum Lease Payments for Capital Leases And Operating Leases [Table Text Block] | The future minimum lease payments in the aggregate are as follows: | |||||||
Years Ending December 31, | Operating | Capital | ||||||
Leases | Leases | |||||||
2015 | $ | 973 | $ | 804 | ||||
2016 | 768 | 881 | ||||||
2017 | 718 | 484 | ||||||
2018 | 784 | - | ||||||
2019 | 790 | - | ||||||
Thereafter | 6,777 | - | ||||||
$ | 10,810 | $ | 2,169 | |||||
NATURE_OF_OPERATIONS_AND_SUMMA3
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $29 | $60 |
Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 29 | 60 |
Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 29 | 60 |
Fair Value, Inputs, Level 1 [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 29 | 60 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | $0 | $0 |
NATURE_OF_OPERATIONS_AND_SUMMA4
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) (Sales Revenue, Net [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Mexico [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $1,536 | $1,716 |
Concentration Risk, Percentage | 2.50% | 2.25% |
Canada [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | 2,212 | 1,498 |
Concentration Risk, Percentage | 3.60% | 1.97% |
Other [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenue | $6,804 | $9,153 |
Concentration Risk, Percentage | 11.08% | 12.01% |
NATURE_OF_OPERATIONS_AND_SUMMA5
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Concentration Risk [Line Items] | ||
Restricted Cash and Cash Equivalents | $370 | $374 |
Allowance for Doubtful Accounts Receivable, Current | 2,372 | 1,826 |
Advertising Expense | 1,175 | 2,563 |
Research and Development Expense | 1,559 | 1,395 |
Line of Credit Facility, Current Borrowing Capacity | 370 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 84,683,227 | 0 |
Selling, General and Administrative Expenses [Member] | ||
Concentration Risk [Line Items] | ||
Shipping, Handling and Transportation Costs | $3,691 | $3,913 |
Trademarks [Member] | ||
Concentration Risk [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Customer Relationships [Member] | ||
Concentration Risk [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years | |
Furniture and Fixtures [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 8 years | |
Computer Equipment [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Building [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 35 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Sales Revenue, Net [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 26.00% | 29.00% |
Sales Revenue, Net [Member] | Customer One [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 12.00% | 12.00% |
Accounts Receivable [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 24.00% | 20.00% |
GOING_CONCERN_Details_Textual
GOING CONCERN (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Going Concern [Line Items] | |||
Retained Earnings (Accumulated Deficit) | ($187,378) | ($166,248) | |
Stockholders' Equity Attributable to Parent | -4,637 | -75,935 | -72,725 |
Working Capital Deficiency | $1,043 |
MERGER_Details_Textual
MERGER (Details Textual) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||
Common Stock, Shares, Issued | 220,000,000 | 199,995,000 |
Common Stock, Shares, Outstanding | 220,000,000 | 199,995,000 |
Merger Agreement Date | 4-Sep-14 | |
Merger Expiration Term | 16-Sep-14 | |
Restricted Common Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock Issued During Period, Shares, Acquisitions | 199,995,000 | |
TCC [Member] | ||
Business Acquisition [Line Items] | ||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% |
MARKETABLE_SECURITIES_Details
MARKETABLE SECURITIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Equity securities: | ||
Cost | $112 | $112 |
Fair value | 29 | 60 |
Unrealized loss | ($83) | ($52) |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ||
Raw materials | $8,757 | $5,302 |
Work in process | 2,492 | 2,023 |
Finished goods | 8,738 | 9,191 |
Inventory, Gross | 19,987 | 16,516 |
Reserve for obsolete inventory | -1,569 | -1,672 |
Inventory, Net | $18,418 | $14,844 |
INVENTORIES_Details_Textual
INVENTORIES (Details Textual) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory [Line Items] | ||
Inventory, Finished Goods, Gross | $8,738 | $9,191 |
Related Party [Member] | ||
Inventory [Line Items] | ||
Inventory, Finished Goods, Gross | $0 | $1,737 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $19,533 | $21,292 |
Accumulated depreciation and amortization | -16,853 | -16,252 |
Property, Plant and Equipment, Net | 2,680 | 5,040 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | 10,366 | 10,006 |
Computers and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | 6,593 | 6,339 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | 577 | 577 |
Aquifer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | 482 | 2,855 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | $1,515 | $1,515 |
PROPERTY_AND_EQUIPMENT_Details1
PROPERTY AND EQUIPMENT (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ||
Depreciation | $598 | $904 |
Land, Buildings and Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Sale Leaseback Transaction, Net Book Value | 4,848 | |
Sale Leaseback Transaction, Net Proceeds, Investing Activities | 7,276 | |
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | |
Sale Leaseback Transaction, Monthly Rental Payments | 60 | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | 2,019 | |
Sale Leaseback Transaction, Net Proceeds, Investing Activities | 2,000 | |
Sale Leaseback Transaction, Monthly Rental Payments | 58 | |
Leasing Arrangements Capital Lease Term Of Contract | 42 months | |
Sale Leaseback Transaction, Imputed Interest Rate | 10.50% | |
Machinery [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Capital Leased Assets, Gross | $2,169 |
INTANGIBLE_ASSETS_Details
INTANGIBLE ASSETS (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $11,966 | $11,966 |
Accumulated amortization | -4,402 | -3,934 |
Finite-Lived Intangible Assets, Net | 7,564 | 8,032 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 10,142 | 10,142 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $1,824 | $1,824 |
INTANGIBLE_ASSETS_Details_1
INTANGIBLE ASSETS (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | $7,564 | $8,032 |
Trademarks and Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2015 | 444 | |
2016 | 444 | |
2017 | 444 | |
2018 | 444 | |
2019 | 444 | |
Thereafter | 5,344 | |
Finite-Lived Intangible Assets, Net | $7,564 |
INTANGIBLE_ASSETS_Details_Text
INTANGIBLE ASSETS (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $468 | $448 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years |
LONGTERM_DEBT_Details
LONG-TERM DEBT (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | ||
Note Payable: Note payable to an institutional lender, with interest rate of 12%, maturing in November 2019, net of discount of $3,006 | $4,994 | $0 |
Capital Lease Obligations: Capital leases with rates ranging from 10.5% to 10.25% and maturing dates ranging from October 2016 to July 2017, secured by certain manufacturing equipment in the American Fork facility | 2,169 | 2,019 |
Total | 26,425 | 98,073 |
Less current portion | -13,653 | -75,422 |
Long-term debt | 12,772 | 22,651 |
Senior Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 8,945 | 7,514 |
Related-Party Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 9,797 | 0 |
Extinguishment of Debt, Amount | 0 | 15,778 |
Subordinated Bank Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 0 | 28,041 |
Vendor Term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 520 | 0 |
Direct Stockholder Loans [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $0 | $44,721 |
LONGTERM_DEBT_Details_1
LONG-TERM DEBT (Details 1) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Debt Instrument [Line Items] | |
2015 | $13,653 |
2016 | 4,960 |
2017 | 3,043 |
2018 | 949 |
2019 | 3,820 |
Total | $26,425 |
LONGTERM_DEBT_Details_Textual
LONG-TERM DEBT (Details Textual) (USD $) | 0 Months Ended | 24 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |||||
In Thousands, except Share data, unless otherwise specified | Nov. 13, 2014 | Nov. 13, 2019 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 03, 2014 | Sep. 05, 2014 | Aug. 15, 2014 | 1-May-14 | Jul. 31, 2014 | Nov. 30, 2014 |
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Instrument, Unamortized Discount | $3,006 | |||||||||
Notes Payable, Other Payables [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||
Debt Instrument, Maturity Date | 13-Nov-19 | |||||||||
Proceeds from Sale of Notes Receivable | 8,000 | |||||||||
Debt Instrument, Face Amount | 2,000 | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,091,122 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.01 | |||||||||
Notes Payable, Other Payables [Member] | Scenario, Forecast [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Periodic Payment | 360 | |||||||||
Increased Debt Instrument Periodic Payment | 520 | |||||||||
Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 9,500 | 15,000 | ||||||||
Long-term Debt, Gross | 8,945 | 7,514 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.25% | |||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 6.00% | |||||||||
Line of Credit Facility, Commitment Fee Percentage | 0.75% | |||||||||
Related Party [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | 2,800 | |||||||||
Unsecured Convertible Promissory Note [Member] | Related Party [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | 3,200 | 3,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 10.00% | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 1,477,833 | |||||||||
Debt Instrument, Maturity Date | 31-Jan-15 | 31-Jan-15 | 31-Jan-15 | |||||||
Debt Repayment Agreement [Member] | Related Party [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 7,000 | |||||||||
Debt Instrument, Periodic Payment | 4,900 | |||||||||
Debt Instrument Periodic Payment, Termination, Description | terminate at such earlier time as the trailing ninety day volume weighted average closing sales price of the Company on all domestic securities exchanges on which it is listed equals or exceeds $5.06 per share. | |||||||||
Debt Conversion, Original Debt, Amount | 90,000 | |||||||||
Unsecured Related Party Debt [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | 9,797 | 0 | ||||||||
Debt Instrument, Maturity Date | 25-Jul-17 | |||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 16.20% | |||||||||
Capital Lease Obligations [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.50% | |||||||||
Debt Instrument Maturity Date Period | Jul-17 | |||||||||
Capital Lease Obligations [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.25% | |||||||||
Debt Instrument Maturity Date Period | Oct-16 | |||||||||
Unsecured Convertible Promissory Note1 [Member] | Related Party [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,684,211 | |||||||||
Vendor Term Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term Debt, Gross | $520 | $0 | ||||||||
Vendor Term Notes [Member] | Maximum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | |||||||||
Debt Instrument Maturity Date Period | May-15 | |||||||||
Vendor Term Notes [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | |||||||||
Debt Instrument Maturity Date Period | Nov-14 |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | |
Sep. 16, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | 1-May-14 | Aug. 28, 2014 | |
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 | |||
Preferred Stock, Shares Authorized | 500,000,000 | ||||
Share Price | $0.76 | ||||
Proceeds from Issuance of Common Stock | $40,000 | $0 | |||
Common Stock, Shares, Outstanding | 220,000,000 | 199,995,000 | |||
Common Stock, Shares, Issued | 220,000,000 | 199,995,000 | |||
Stock Repurchased During Period, Value | 8,000 | ||||
Debt Instrument, Decrease, Forgiveness | 7,000 | ||||
Debt Instrument Decrease Forgiveness, Accrued Interest | 300 | ||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | 100,000 | 0 | |||
Promissory Notes Exchange for Common Stock | 100,000 | ||||
Investor [Member] | |||||
Class of Stock [Line Items] | |||||
Notes Receivable, Related Parties | 30,000 | ||||
Employee Stock Option [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | ||||
Notes Receivable [Member] | |||||
Class of Stock [Line Items] | |||||
Debt Instrument, Interest Rate During Period | 5.00% | ||||
Chief Executive Officer [Member] | |||||
Class of Stock [Line Items] | |||||
Subscription And Surrender Agreement Shares | 65,306,102 | ||||
Contingent Agreement Common Stock To Be Acquired | 5,021,834 | ||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | 200,000 | ||||
TCC [Member] | |||||
Class of Stock [Line Items] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 100.00% | ||||
Common Stock [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 20,000,000 | ||||
Share Price | $0.00 | ||||
Proceeds from Issuance of Common Stock | $40,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 5,000 | ||||
Stock Repurchased During Period, Shares | 199,995,000 | ||||
Common Stock [Member] | TCC [Member] | |||||
Class of Stock [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 199,995,000 | ||||
Prior To Forward Split [Member] | |||||
Class of Stock [Line Items] | |||||
Common Stock, Shares Authorized | 100,000,000 | ||||
Preferred Stock, Shares Authorized | 10,000,000 | ||||
Common Stock, Shares, Outstanding | 4,400,000 | ||||
Common Stock, Shares, Issued | 4,400,000 | ||||
Forward Split [Member] | |||||
Class of Stock [Line Items] | |||||
Stockholders' Equity Note, Stock Split | 50 to 1 |
WARRANTS_COMMON_STOCK_PUT_AGRE2
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Details) (Warrant [Member], USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, December 31, 2013 | 0 |
Granted | 84,683,227 |
Canceled / Expired | 0 |
Exercised | 0 |
Outstanding, December 31, 2014 | 84,683,227 |
Options, Outstanding, Weighted Average Exercise Price | $0 |
Grants in Period, Weighted Average Exercise Price | $0.72 |
Canceled / Expired, Weighted Average Exercise Price | $0 |
Exercised, Weighted Average Exercise Price | $0 |
Outstanding, Weighted Average Exercise Price | $0.72 |
WARRANTS_COMMON_STOCK_PUT_AGRE3
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENT (Details Textual) (USD $) | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2018 | Sep. 30, 2014 | Nov. 13, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Sale of Stock, Price Per Share | $0.78 | |||
Share Price | $0.76 | |||
Lender [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.76 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,592,105 | |||
Investor [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.00 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,091,122 | |||
September 3, 2014 warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Grant Date Estimated Fair Value | $1,481 | |||
November 13, 2014 warrants [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Warrants Grant Date Estimated Fair Value | 3,109 | |||
Maximum [Member] | Scenario, Forecast [Member] | Investor [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Adjusted Earnings Before Interest Taxes Depreciation and Amortization | $19,250 | |||
Series A Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.76 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 52,631,579 | |||
Series A Warrant [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,461,988 | |||
Series B Warrant [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.76 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 22,368,421 |
OPTION_AGREEMENTS_Details_Text
OPTION AGREEMENTS (Details Textual) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Option No.1 [Member] | |
Business Acquisition [Line Items] | |
Equity Method Investment, Ownership Percentage | 100.00% |
Payments to Acquire Businesses, Gross | $2,000 |
Business Combination, Consideration Transferred | 37,000 |
Option No.2 [Member] | |
Business Acquisition [Line Items] | |
Payments to Acquire Businesses, Gross | 350 |
Business Combination, Consideration Transferred | 10,500 |
Grantor Break-up Fees | $400 |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income tax benefit at federal statutory rate | $7,220 | $825 |
Interest expense | -1,550 | 0 |
State income taxes, net of federal benefit | 839 | 102 |
Valuation allowance | -7,036 | -945 |
Other | 466 | -15 |
Income Tax Expense (Benefit) | ($61) | ($33) |
INCOME_TAXES_Details_1
INCOME TAXES (Details 1) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current asset: | ||
Accruals and reserves | $688 | $707 |
Valuation allowance | -688 | -707 |
Less valuation allowance | 0 | 0 |
Long-term asset (liability): | ||
Valuation allowance | -62,976 | -55,921 |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 0 | 0 |
Depreciation And Amortization [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | 920 | -139 |
Accruals And Reserves [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | 326 | 3,629 |
Deferred Revenue [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | 817 | 873 |
Net Operating Loss Carryforwards [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | 60,839 | 51,423 |
Other [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | $74 | $135 |
INCOME_TAXES_Details_Textual
INCOME TAXES (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Expense (Benefit) | $61 | $33 |
State and Local Jurisdiction [Member] | ||
Income Tax Expense (Benefit) | 61 | 33 |
Operating Loss Carryforwards | 134,640 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $161,949 |
RETIREMENT_PROGRAMS_Details_Te
RETIREMENT PROGRAMS (Details Textual) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Defined Contribution Plan Disclosure [Line Items] | ||
Description of Defined Contribution Pension and Other Postretirement Plans | The Plan is a safe harbor plan, requiring the Company to match 100% of the first 1% of eligible salary contributed per pay period by participating employees, and to match 50% on the next 5% of eligible salary contributed per pay day period by participating employees (with matching capped at 6% per pay period). | |
Defined Contribution Plan, Administrative Expenses | $358 | $329 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Operating Leases, Years Ending December 31, | |
2015 | $973 |
2016 | 768 |
2017 | 718 |
2018 | 784 |
2019 | 790 |
Thereafter | 6,777 |
Operating Leases, Future Minimum Payments Due | 10,810 |
Capital Leases, Years Ending December 31, | |
2015 | 804 |
2016 | 881 |
2017 | 484 |
2018 | 0 |
2019 | 0 |
Thereafter | 0 |
Capital Leases, Future Minimum Payments Due | $2,169 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Apr. 30, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Other Commitments [Line Items] | |||
Operating Leases, Rent Expense | $998 | $748 | |
Long-term Purchase Commitment, Amount | $5,000 | ||
Long-term Purchase Commitment, Period | 5 years |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Aug. 31, 2015 | Apr. 13, 2018 | Feb. 12, 2018 | Feb. 06, 2015 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2016 | Mar. 31, 2015 | Aug. 31, 2017 | 31-May-17 | Jan. 22, 2015 | Apr. 06, 2015 | Nov. 13, 2014 | Feb. 13, 2020 | Dec. 31, 2018 |
Nutricap Purchase Agreement [Member] | Scenario, Forecast [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Late Fee Amount | $250 | ||||||||||||||||
Nutricap Purchase Agreement [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Payments to Acquire Businesses, Gross | 8,000 | ||||||||||||||||
Business Combination, Consideration Transferred, Other | 3,978 | ||||||||||||||||
Transition Services Agreement [Member] | Scenario, Forecast [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Transition Services Fee | 300 | ||||||||||||||||
Business Combination, Integration Related Costs | 259 | ||||||||||||||||
Percentage Of Monthly Compensation | 105.00% | ||||||||||||||||
Investor [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,091,122 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.00 | ||||||||||||||||
Investor [Member] | Scenario, Forecast [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | 90 | ||||||||||||||||
Increased Debt Instrument Periodic Payment | 130 | ||||||||||||||||
Investor [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,960,740 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.01 | ||||||||||||||||
Proceeds from Sale of Notes Receivable | 2,000 | ||||||||||||||||
Debt Instrument, Maturity Date | 13-Nov-19 | ||||||||||||||||
Debt Instrument, Face Amount | 8,000 | ||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 0 | ||||||||||||||||
Fifth Third Bank [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Revolving Credit Facility, Maximum Borrowing Capacity | 15,000 | ||||||||||||||||
Increasable Accounts Receivable And Inventory | 20,000 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.76 | ||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | 25.00% | 25.00% | 25.00% | |||||||||||||
Restricted Stock Units (RSUs) [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 7,353,252 | ||||||||||||||||
Institutional Investor1 [Member] | Scenario, Forecast [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,400 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $0.01 | ||||||||||||||||
Debt Instrument, Periodic Payment | 250 | ||||||||||||||||
Increased Debt Instrument Periodic Payment | 350 | ||||||||||||||||
Institutional Investor1 [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Proceeds from Sale of Notes Receivable | 5,000 | ||||||||||||||||
Debt Instrument, Maturity Date | 13-Feb-20 | ||||||||||||||||
Institutional Investor1 [Member] | Maximum [Member] | Subsequent Event [Member] | |||||||||||||||||
Subsequent Event [Line Items] | |||||||||||||||||
Adjusted EBITDA Limit | $19,250 |