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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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: |
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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. |
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Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. |
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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. |
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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. |
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December 31, 2014 | | Total | | Level 1 | | Level 2 | | Level 3 | | |
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Marketable securities | | $ | 29 | | $ | 29 | | $ | - | | $ | - | | |
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Total | | $ | 29 | | $ | 29 | | $ | - | | $ | - | | |
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December 31, 2013 | | Total | | Level 1 | | Level 2 | | Level 3 | | |
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Marketable securities | | $ | 60 | | $ | 60 | | $ | - | | $ | - | | |
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Total | | $ | 60 | | $ | 60 | | $ | - | | $ | - | | |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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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. |
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The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. |
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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. |
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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. |
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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. |
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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: |
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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 | % |
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Reclassification, Policy [Policy Text Block] | Reclassifications |
Certain amounts in the 2013 consolidated financial statements have been reclassified to conform with the current year presentation. |
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New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
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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.” |
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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: |
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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. |
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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. |
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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. |
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