Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Aug. 19, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | TWINLAB CONSOLIDATED HOLDINGS, INC. | |
Entity Central Index Key | 1,590,695 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | TLCC | |
Entity Common Stock, Shares Outstanding | 219,505,594 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 1,426 | $ 437 |
Restricted cash | 0 | 370 |
Marketable securities | 76 | 29 |
Accounts receivable, net of allowance of $1,604 and $2,372, respectively | 7,118 | 4,604 |
Inventories, net | 12,055 | 18,418 |
Prepaid expenses and other current assets | 5,542 | 4,421 |
Total current assets | 26,217 | 28,279 |
Property, plant and equipment, net | 4,097 | 2,680 |
Intangible assets, net | 10,694 | 7,564 |
Goodwill | 8,818 | 0 |
Other assets | 660 | 986 |
Total assets | 50,486 | 39,509 |
Current liabilities: | ||
Checks written in excess of cash | 315 | 708 |
Accounts payable | 18,355 | 12,900 |
Accrued expenses and other current liabilities | 4,622 | 2,061 |
Derivative liabilities | 25,159 | 0 |
Notes payable and current portion of long-term debt, net of discount | 14,035 | 13,653 |
Total current liabilities | 62,486 | 29,322 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,971 | 2,052 |
Long-term debt, net of current portion and discount | 13,670 | 12,772 |
Total long-term liabilities | 15,641 | 14,824 |
Total liabilities | $ 78,127 | $ 44,146 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 228,447,370 and 220,000,000 shares issued, respectively | $ 228 | $ 220 |
Additional paid-in capital | 181,693 | 182,704 |
Stock subscriptions receivable | (100) | (100) |
Treasury stock, 704,926 and 0 shares at cost, respectively | 0 | 0 |
Accumulated deficit | (209,426) | (187,378) |
Accumulated other comprehensive loss | (36) | (83) |
Total stockholders’ deficit | (27,641) | (4,637) |
Total liabilities and stockholders' deficit | $ 50,486 | $ 39,509 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Jun. 30, 2015 | Dec. 31, 2014 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 5,000,000,000 | 5,000,000,000 |
Common Stock, Shares, Issued | 228,447,370 | 220,000,000 |
Allowance for Doubtful Accounts Receivable, Current | $ 1,604 | $ 2,372 |
Treasury Stock, Shares | 704,926 | 0 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Net sales | $ 21,586 | $ 15,478 | $ 43,658 | $ 34,147 |
Cost of sales | 18,237 | 11,961 | 36,697 | 25,846 |
Gross profit | 3,349 | 3,517 | 6,961 | 8,301 |
Selling, general and administrative expenses | 7,462 | 5,558 | 14,954 | 11,902 |
Loss from operations | (4,113) | (2,041) | (7,993) | (3,601) |
Other income (expense): | ||||
Interest expense, net | (1,983) | (1,379) | (3,714) | (2,724) |
Loss on change in derivative liabilities | (10,356) | 0 | (10,356) | 0 |
Other income, net | 14 | 2 | 16 | 8 |
Total other expense | (12,325) | (1,377) | (14,054) | (2,716) |
Loss before income taxes | (16,438) | (3,418) | (22,047) | (6,317) |
Provision for income taxes | 0 | (17) | (1) | (20) |
Net loss | (16,438) | (3,435) | (22,048) | (6,337) |
Other comprehensive gain (loss) - unrealized gain (loss) on marketable securities | 19 | (3) | 47 | (12) |
Total comprehensive loss | $ (16,419) | $ (3,438) | $ (22,001) | $ (6,349) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 222,185,591 | 213,366,479 | 221,098,833 | 206,629,834 |
Loss per common share - basic and diluted (in dollars per share) | $ (0.07) | $ (0.02) | $ (0.10) | $ (0.03) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (22,048) | $ (6,337) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 543 | 612 |
Amortization of debt discount | 998 | 0 |
Stock-based compensation | 579 | 0 |
Provision for obsolete inventory | 262 | 0 |
Provision for losses on accounts receivable | (73) | 0 |
Loss on disposition of property and equipment | 1 | 0 |
Loss on change in derivative liabilities | 10,356 | 0 |
Non-cash interest expense | 1,592 | 2,383 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,441) | (1,338) |
Inventories | 6,101 | 1,830 |
Prepaid expenses and other current assets | (594) | (91) |
Other assets | (76) | 0 |
Checks written in excess of cash | (393) | 332 |
Accounts payable | 5,995 | 261 |
Accrued expenses and other current liabilities | 687 | (1,807) |
Net cash provided by (used in) operating activities | 1,489 | (4,155) |
Cash flows from investing activities: | ||
Cash paid in acquisition | (6,126) | 0 |
Purchase of property, plant and equipment | (1,662) | (110) |
Change in restricted cash | 370 | (2) |
Net cash used in investing activities | (7,418) | (112) |
Cash flows from financing activities: | ||
Proceeds from the exercise of warrants | 500 | 0 |
Proceeds from the issuance of common stock | 2,500 | 0 |
Proceeds from the issuance of debt | 7,000 | 6,194 |
Repayment of debt | (2,480) | (1,912) |
Decrease in security deposits | 38 | 0 |
Payment of debt issuance costs | (640) | 0 |
Net cash provided by financing activities | 6,918 | 4,282 |
Net increase in cash | 989 | 15 |
Cash at the beginning of the period | 437 | 300 |
Cash at the end of the period | 1,426 | 315 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 1,866 | 1,653 |
Cash paid for income taxes | 11 | 16 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Change in unrealized holding gain (loss) on marketable securities | 47 | 12 |
Consideration exchanged: | ||
Debt issued | 3,978 | 0 |
Liabilities assumed | 1,874 | 0 |
Other assets | 350 | 0 |
Assets acquired: | ||
Intangible assets | 3,510 | 0 |
Goodwill | 2,692 | 0 |
Other assets transferred to debt discount | 364 | 0 |
Issuance of warrants for debt discount | 4,154 | 0 |
Issuance of warrants for derivative liability | 23,027 | 0 |
Issuance of common stock for repayment of debt | 3,419 | 0 |
Issuance of warrants for prepaid expenses and other current assets | 26 | 0 |
Issuance of notes payable for accounts payable | $ 540 | $ 0 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 1 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. 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, Twinlab Consolidation Corporation (“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. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. As further discussed in Note 3, on February 6, 2015, NutraScience acquired the customer relationships of Nutricap Labs, LLC, a provider of dietary supplement contract manufacturing services. The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Financial results for any interim period are not necessarily indicative of financial results that may be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015. The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 returns and allowances, the allowance for doubtful accounts, the reserve for inventory obsolescence, the recoverability of long-lived assets and the estimated value of derivative liabilities. Sales to the Company’s top three major customers aggregated to approximately 31 24 36 27 19 13 25 14 21 24 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. June 30, 2015 Total Level 1 Level 2 Level 3 Marketable securities $ 76 $ 76 $ - $ - Derivative liabilities 25,159 - - 25,159 December 31, 2014 Total Level 1 Level 2 Level 3 Marketable securities $ 29 $ 29 $ - $ - 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 June 30, 2015 and December 31, 2014, totaling 49,852,467 84,683,227 In July 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330), Simplifying the Measurement of Inventory.” An entity is required to measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of this Update, there are no other substantive changes to the guidance on measurement of inventory. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this Update are to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently unable to determine the impact on our consolidated financial statements of the adoption of this new accounting pronouncement. In April 2015, the FASB issued ASU No. 2015-03, “Interest Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs.” To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public companies, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted for financial statements that have not been previously issued. We adopted the new guidance effective January 1, 2015. Our prior period financial statements were not impacted by the early adoption of this Update. |
GOING CONCERN
GOING CONCERN | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015, the Company had an accumulated deficit of $ 209,426 27,641 Because of this history of operating losses and significant interest expense on the Company’s debt, the Company has a working capital deficiency of $ 36,269 Management continues to address and make 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; continuing emphasis on major customers and key 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 a merger completed in 2014, management was able to convert a majority of the Company’s then-outstanding debt to equity. Additionally, management believes that by improving operations, continuing to focus on cost reductions and harnessing synergies from the Nutricap asset acquisition discussed in Note 3, 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 3). The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
NUTRICAP ASSET ACQUISITION
NUTRICAP ASSET ACQUISITION | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | NOTE 3 NUTRICAP ASSET ACQUISITION TCC entered into an option agreement in September 2014 (the “Option Agreement”) that gave TCC an exclusive option to purchase certain assets of a provider of dietary supplement contract manufacturing services (“Nutricap”). Pursuant to the Option Agreement, as amended and restated and further amended, and an Asset Purchase Agreement (the “Nutricap Purchase Agreement”), dated and effective as of February 4, 2015, the acquisition was consummated on February 6, 2015 by NutraScience. Nutricap provides dietary supplement contract manufacturing services. Pursuant to the Nutricap Purchase Agreement, NutraScience acquired Nutricap’s customer relationships. NutraScience assumed certain of the liabilities of Nutricap, including, without limitation, liabilities for (i) certain taxes; and (ii) NutraScience’s agreement to offer a credit to any customer in an amount equal to the amount of any Customer Deposit (as defined in the Nutricap Purchase Agreement) placed by such customer in connection with an existing purchase order with respect to which such customer agrees to novate such purchase order with NutraScience pursuant to a Novation Contract (as defined in the Nutricap Purchase Agreement). Cash ($8,000 reduced by customer deposits of $1,874) $ 6,126 Deposit paid in 2014 350 Novation contract deposit credit liability 1,874 Short-term notes payable to Nutricap 3,978 Total purchase price $ 12,328 Customer relationships $ 3,510 Goodwill 8,818 Total $ 12,328 The customer relationships are amortized over an estimated economic life of ten years using the straight-line method. The short-term notes payable to Nutricap include a promissory note of $ 2,500 6 1,478 3 2,750 2,500 250 January 1, 2016 The parties entered into a Transition Services Agreement, dated February 6, 2015, pursuant to which Nutricap will provide NutraScience with certain transitional services to assist in the transfer of the customer relationships acquired pursuant to the Nutricap Purchase Agreement (the “TSA”). The TSA provides that Nutricap will provide NutraScience with, among other services, (i) the services of certain Nutricap personnel; (ii) the right to use Nutricap’s premises; (iii) access to Nutricap’s information services; and (iv) accounting services. The TSA was in effect until August 6, 2015 subject to NutraScience’s right to extend the term of the TSA for up to an additional 6 months. Notwithstanding the foregoing, NutraScience has the right to discontinue provision of services under the TSA prior to the end of the term but will still be responsible for paying the costs of using Nutricap’s premises through the end of the term. NutraScience will pay Nutricap the following fees pursuant to the TSA: (i) a monthly fee of $ 300 259 105 |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 4 INVENTORIES Inventories consisted of the following at: June 30, December 31, Raw materials $ 5,079 $ 8,757 Work in process 1,337 2,492 Finished goods 7,470 8,738 13,886 19,987 Reserve for obsolete inventory (1,831) (1,569) $ 12,055 $ 18,418 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 PROPERTY AND EQUIPMENT June 30, December 31, Machinery and equipment $ 10,842 $ 10,366 Computers and other 6,687 6,593 Land 577 577 Aquifer 482 482 Leasehold improvements 1,515 1,515 Construction-in-progress 1,089 - 21,192 19,533 Accumulated depreciation and amortization (17,095) (16,853) $ 4,097 $ 2,680 Assets held under capital leases are included in machinery and equipment and amounted to $ 1,980 2,169 Depreciation and amortization expense totaled $ 123 179 244 381 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 6 INTANGIBLE ASSETS June 30, December 31, Trademarks $ 10,142 $ 10,142 Customer relationships 5,334 1,824 15,476 11,966 Accumulated amortization (4,782) (4,402) $ 10,694 $ 7,564 Trademarks are amortized over a period of 30 10 16 225 114 380 231 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 7 DEBT June 30, December 31, Related-Party Debt: $ 6,725 $ 9,797 Senior Credit Facility: 8,137 - Notes Payable: 6,170 4,994 Note Payable: 911 - Vendor Term Notes: 452 520 Note Payable: 1,112 - Capital Lease Obligations: 4,198 2,169 Senior Credit Facility: - 8,945 Total 27,705 26,425 Less current portion (14,035) (13,653) Long-term debt $ 13,670 $ 12,772 Little Harbor, LLC Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, the Company is obligated pay such party $ 4,900 5.06 2,500 Penta Mezzanine SBIC Fund I, L.P. On November 13, 2014, the Company raised proceeds of $ 8,000 November 13, 2019 360 520 12 2,000 On February 6, 2015, the Company raised proceeds of $ 2,000 November 13, 2019 90 130 12 Pursuant to a stock purchase agreement with Penta discussed in Note 10, the Company issued shares of its common stock in lieu of $613 worth of interest payments due under these agreements. Midcap Funding X Trust 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 20,000 0.042 0.10 JL-BBNC Mezz Utah, LLC On January 22, 2015, the Company raised proceeds of $ 5,000 February 13, 2020 250 350 Nutricap Asset Acquisition Notes and Essex Capital Corporation Payment Guarantee The short-term notes payable issued in the Nutricap asset acquisition (Note 3) included a promissory note of $ 2,500 6 60 1,478 3 12 2,750 2,500 January 1, 2016 On June 30, 2015, Twinlab entered into a bill of sale with Essex pursuant to which Twinlab sold certain machinery and equipment associated with Twinlab’s manufacturing operations in American Fork, Utah to Essex for an aggregate purchase price of $ 2,900 2,750 89 5 Certain of the foregoing debt agreements require the Company to meet certain affirmative and negative covenants, including maintenance of specified ratios. As of March 31, 2015, the Company’s adjusted EBITDA (as defined in its debt agreements) was not in compliance with the Minimum Adjusted EBITDA covenants in the Senior Credit Facility and certain notes payable to institutional investors. Consequently significant obligations to these lenders were included in current liabilities in our condensed consolidated balance sheet as of March 31, 2015. Subsequently, on June 30, 2015, the Company, Midcap, Penta and JL entered into agreements that provided a limited waiver of the Company’s failure to comply with the Minimum Adjusted EBITDA covenant as of March 31, 2015, and the respective financing agreements were amended such that Minimum Adjusted EBITDA covenants previously in place for the periods ending June 30, September 30 and December 31, 2015 were replaced with a new Minimum Adjusted EBITDA covenant of negative $700 for each of the months of July and August 2015. Consequently, we believe the presentation of debt as current or long-term liabilities in our condensed consolidated balance sheet as of June 30, 2015 is in accordance with the terms of our debt agreements. |
WARRANTS, COMMON STOCK PUT AGRE
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 8 WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS Van Andel Warrants In connection with a September 3, 2014 debt agreement with David Van Andel (“Van Andel”), a Director of the Company, TCC issued to Van Andel a warrant to acquire 5,592,105 0.76 185,306 5,777,411 Capstone Warrants and Put Agreement The Company issued a Series A Warrant (the “Series A Warrant”) to Capstone Financial Group, Inc. (“Capstone”), effective as of September 30, 2014. Pursuant to the Series A Warrant, Capstone has the right to purchase up to 52,631,579 0.76 October 1, 2014 October 31, 2017 The Company also issued a Series B Warrant (the “Series B Warrant”) to Capstone, effective as of September 30, 2014. Pursuant to the Series B Warrant, Capstone has the right to purchase up to 22,368,421 0.76 October 1, 2014 October 31, 2017 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 Series A Warrant and the Series B 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. The Company and Capstone 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 1,461,988 November 15, 2014 In April 2015, Capstone exercised the Series A Warrant to purchase a total of 657,895 500 On May 28, 2015, the Company and Capstone entered into a Compromise Agreement and Release (the “Compromise Agreement”) pursuant to which (i) Capstone surrendered the remaining 51,973,684 The Company and Capstone executed Amendment No. 1 to Series B Warrant, which amendment (i) reduced the number of shares of common stock issuable under such Warrant to 18,000,000 2,000,000 November 30, 2015 4,000,000 March 31, 2016 6,000,000 July 31, 2016 6,000,000 November 30, 2016 0.01 25 The Company and Capstone agreed that Capstone has identified, and may in the future identify, to the Company persons to whom Capstone might sell shares of common stock owned by Capstone from its holdings. The Company agreed that it will not, without Capstone’s prior written consent, privately place the Company’s equity securities to any persons heretofore or hereafter first introduced to the Company by Capstone as described above; provided that the Company may, without Capstone’s consent, privately place equity securities to such a person at any time after the earlier of (a) the date the entire Series B Warrant has expired and/or been exercised, or (b) the first anniversary of such particular introduction. The Registration Agreement remains in effect. Penta Warrants In connection with the November 13, 2014 note for $ 8,000 4,091,122 0.01 November 13, 2019 2,000 4,960,740 0.01 869,618 1.00 Penta has the right, under certain circumstances, to require the Company to purchase all or any portion of the equity interest in the Company issued or represented by the warrant to acquire 4,960,740 4,960,740 3,750 Pursuant to a Stock Purchase Agreement dated June 30, 2015, a warrant was issued to Penta to purchase an aggregate 807,018 0.01 June 30, 2020 In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) 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 adjusted as follows: In the event that 50% of the Fair Market Value (as defined in the warrant agreement) of the common stock (i) in a private placement by the Company completed prior to December 18, 2018 (but excluding certain specified placements), (ii) as of December 31, 2018, or (iii) on the date of any partial or whole exercise of the warrant prior to December 31, 2018, is less than $0.385 per share, then in each case the existing Current Holder’s Equity Interest (as defined in the warrant agreement) applicable to the warrant at such time (or in the case of a partial exercise, then with respect to the number of shares so exercised) shall increase (but not decrease) to a new Current Holder’s Equity Interest pursuant to the following formula: New Holder’s Equity Interest = [(2 x Existing Current Holder’s Equity Interest) x ($0.385 ÷ 50% of FMV)] Existing Current Holder’s Equity Interest. The Company granted Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. Midcap Warrants In connection with the line of credit agreement with MidCap described in Note 7, the Company issued MidCap a warrant, exercisable through January 22, 2018 500,000 0.76 JL Warrants In connection with the January 22, 2015 note payable to JL, the Company issued JL warrants to purchase an aggregate of 2,329,400 0.01 434,809 1.00 Pursuant to a Stock Purchase Agreement dated June 30, 2015, a warrant was issued to JL to purchase an aggregate 403,509 0.01 the number of shares of common stock issuable pursuant to the warrant shall be adjusted as follows: In the event that 50% of the Fair Market Value (as defined in the warrant agreement) of the common stock (i) in a private placement by the Company completed prior to December 18, 2018 (but excluding certain specified placements), (ii) as of December 31, 2018, or (iii) on the date of any partial or whole exercise of the warrant prior to December 31, 2018, is less than $0.385 per share, then in each case the existing Current Holder’s Equity Interest (as defined in the warrant agreement) applicable to the warrant at such time (or in the case of a partial exercise, then with respect to the number of shares so exercised) shall increase (but not decrease) to a new Current Holder’s Equity Interest pursuant to the following formula: New Holder’s Equity Interest = [(2 x Existing Current Holder’s Equity Interest) x ($0.385 ÷ 50% of FMV)] Existing Current Holder’s Equity Interest. The Company granted JL certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. JL Properties, Inc. Warrants In April 2015, the Company entered into an office lease agreement which requires a $ 1,000 The first warrant is exercisable for an aggregate of 465,880 0.01 April 30, 2020 In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) 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 will be increased in the event the Company’s consolidated 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 second warrant is exercisable for an aggregate of 86,962 1.00 April 30, 2020 The Company has granted JL Properties certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the two warrants. Van Andel Trust Warrants Pursuant to a Stock Purchase Agreement dated June 2, 2015, two warrants were issued to the David Van Andel Trust, a related party (the “Van Andel Trust”). Pursuant to the first warrant, the Van Andel Trust has the right to acquire an aggregate 3,289,474 0.01 the number of shares of common stock issuable pursuant to the first warrant shall be adjusted as follows: In the event that 50% of the Fair Market Value (as defined in the first warrant) of the common stock (i) in a private placement by the Company completed prior to December 31, 2018 (but excluding certain specified placements), (ii) as of December 31, 2018, or (iii) on the date of any partial or whole exercise of the first warrant prior to December 31, 2018, is less than $0.385 per share, then in each case the existing Current Holder’s Equity Interest (as defined in the warrant agreement) applicable to the first warrant at such time (or in the case of a partial exercise, then with respect to the number of shares so exercised) shall increase (but not decrease) to a new Current Holder’s Equity Interest pursuant to the following formula: New Holder’s Equity Interest = [(2 x Existing Current Holder’s Equity Interest) x ($0.385 ÷ 50% of FMV)] Existing Current Holder’s Equity Interest. Pursuant to the second warrant, the Van Andel Trust has the right to acquire an aggregate 12,987,012 0.385 the exercise price shall be subject to decrease (but not increase) as follows: In the event that prior to the September 30, 2017 expiration date, the Company completes a private placement of common stock (other than certain specified placements) and 50% of the Fair Market Value (as defined in the second warrant) of such private placement is less than $0.385 per share, then the exercise price of the second warrant shall automatically on such date be decreased (but not increased) to 50% of the Fair Market Value of such private placement. In the event the Van Andel Trust exercises the second warrant in whole or in part prior to the expiration date and 50% of the Fair Market Value on the date of such exercise is less than $0.385 per share (or in the event that the exercise price has previously been decreased in accordance with the immediately preceding sentence, less than the exercise price following such adjustment), then the exercise price shall be adjusted to 50% of such Fair Market Value for the shares so exercised. The Company granted the Van Andel Trust certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the first and second warrants. Little Harbor Warrants Pursuant to a Stock Purchase Agreement dated June 2, 2015, a warrant was issued to Little Harbor to purchase an aggregate 3,289,474 0.01 the number of shares of common stock issuable pursuant to the warrant shall be adjusted as follows: In the event that 50% of the Fair Market Value (as defined in the warrant) of the common stock (i) in a private placement by the Company completed prior to December 31, 2018 (but excluding certain specified placements), (ii) as of December 31, 2018, or (iii) on the date of any partial or whole exercise of the warrant prior to December 31, 2018, is less than $0.385 per share, then in each case the existing Current Holder’s Equity Interest (as defined in the warrant) applicable to the warrant at such time (or in the case of a partial exercise, then with respect to the number of shares so exercised) shall increase (but not decrease) to a new Current Holder’s Equity Interest pursuant to the following formula: New Holder’s Equity Interest = [(2 x Existing Current Holder’s Equity Interest) x ($0.385 ÷ 50% of FMV)] Existing Current Holder’s Equity Interest. The Company granted Little Harbor certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. Essex Warrants In connection with the guarantee of the Nutricap Note and equipment financing by Essex discussed in Note 7, Essex was issued a warrant exercisable for an aggregate 1,428,571 0.77 June 30, 2020 Weighted Shares Exercise Price Outstanding, December 31, 2014 84,683,227 $ 0.72 Granted 32,037,773 $ 0.25 Canceled / Expired (66,210,638) $ 0.71 Exercised (657,895) $ 0.76 Outstanding, June 30, 2015 49,852,467 $ 0.27 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | NOTE 9 DERIVATIVE LIABILITIES The number of shares of common stock issuable pursuant to certain warrants issued in January 2015, April 2015, and June 2015 will be increased if the Company’s audited adjusted EBITDA or the market price of the Company’s common stock do not meet certain defined amounts. The Company has recorded these warrants as derivative liabilities due to the variable terms of the warrant agreements and, accordingly, has estimated the total fair value of the derivative liabilities at $ 25,159 Derivative liabilities at December 31, 2014 $ - Addition to liabilities for new warrants issued 23,028 Change in fair value of derivative liabilities 2,131 Derivative liabilities at June 30, 2015 $ 25,159 |
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 10 STOCKHOLDERS’ DEFICIT The Company has authorized preferred stock of 500,000,000 On September 3, 2014, TCC entered into a Subscription and Surrender Agreement with Thomas Tolworthy, which agreement was assumed by the Company on September 16, 2014 in connection with the merger with TCC (the “Surrender Agreement”). Pursuant to the Surrender Agreement, Mr. Tolworthy is required, upon request by the Company, to surrender up to 65,306,102 657,895 The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”), which was assumed by the Company on September 16, 2014. The TCC Plan originally established a pool of 20,000,000 7,634,002 25 0.76 In April 2015, Capstone exercised the Series A Warrant to purchase a total of 657,895 500 In May 2015, the Company purchased an aggregate of 47,031 0 On June 2, 2015, the Company, the Van Andel Trust and Van Andel entered into a Stock Purchase Agreement (the “Van Andel Trust SPA”). Pursuant to the Van Andel Trust SPA, the Company sold the the Van Andel Trust 3,289,474 0.76 2,500 5,592,105 0.76 On June 2, 2015, the Company and Little Harbor entered into a Stock Purchase Agreement (the “LH SPA”). Pursuant to the LH SPA, the Company sold Little Harbor 3,289,474 0.76 2,500 2,500 On June 30, 2015, the Company and Penta entered into a Stock Purchase Agreement (the “Penta SPA”). Pursuant to the Penta SPA, the Company sold 807,018 0.76 613 613 On June 30, 2015, the Company and JL entered into a Stock Purchase Agreement (the “JL SPA”). Pursuant to the JL SPA, the Company sold 403,509 0.76 307 307 |
OPTION AGREEMENT
OPTION AGREEMENT | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Business Combination, Option Agreements Disclosure [Text Block] | NOTE 11 OPTION AGREEMENT In September 2014, TCC entered into an option agreement (the "Option”) that gives TCC an exclusive option to purchase 100 2,000 37,000 |
OFFICE LEASE AGREEMENT
OFFICE LEASE AGREEMENT | 6 Months Ended |
Jun. 30, 2015 | |
Leases [Abstract] | |
Leases of Lessee Disclosure [Text Block] | NOTE 12 OFFICE LEASE AGREEMENT On April 7, 2015, the Company and TCC, as co-tenants, entered into an Office Lease Agreement (the “Lease”) for premises in St. Petersburg, Florida (the “Building”). The term of the Lease is for twelve years, commencing on May 1, 2015 and ending on April 30, 2027. The Company has options to extend the term of the Lease for two additional periods of five years each and certain rights of first offer and rights of first refusal to lease additional space at the Building. Upon delivery of the leased premises by the landlord, the Company will establish a new corporate headquarters in St. Petersburg, which shall be the Company’s principal offices. The Company is initially leasing the fifth floor of the Building (the “Initial Premises”). Pursuant to the terms of the Lease, the Company is required to expand the Initial Premises to include the sixth floor of the Building (the “First Expansion Premises”) between February 1, 2016 and October 31, 2016, upon notice to the landlord and provided that the landlord is not obligated to deliver the First Expansion Premises unless the Company then has a traded market capitalization of $ 50,000 The aggregate amount of Annual Base Rent to be paid over the term of the Lease is $ 4,466 4,552 The Lease requires the Company to deposit a $ 1,000 st |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 13 SUBSEQUENT EVENTS On July 7, 2015, Capstone partially exercised the Series B Warrant issued to Capstone by the Company on September 30, 2014, as amended on May 28, 2015. Pursuant to such exercise, the Company issued Capstone an aggregate of 526,316 0.76 400 131,579 0.76 100 During July 2015, the Company purchased an aggregate of 447,375 0 In July 2015, pursuant to the Surrender Agreement discussed in Note 10, Tolworthy surrendered an additional 8,447,370 In August 2015, the Company converted accounts payable of $ 717 7.5 62 In August 2015, the Company converted accounts payable of $ 1,364 6.0 108 On August 13, 2015, TCC exercised the Option discussed in Note 11, which provided 37,000 500 Effective August 14, 2015, the Company either cancelled and replaced or amended certain warrants issued in June 2015 to eliminate the variable anti-dilution and/or price protection mechanisms contained in the warrant agreements. As discussed in Note 9, these warrants were recorded as derivative liabilities due to these variable terms. Had we closed these transactions on or before June 30, 2015, we would have eliminated derivative liabilities totaling $ 15,885 9,965 The original Transition Services Agreement related to the Nutricap asset acquisition (Note 3) has expired under its terms. The parties entered into a Second Transition Services and License Agreement on August 12, 2015 pursuant to which Nutricap will provide limited transition services through December 31, 2016. |
NATURE OF OPERATIONS AND SUMM19
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
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. |
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, Twinlab Consolidation Corporation (“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 condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Nutricap Purchase Agreement [Policy Text Block] | Nutricap Purchase Agreement As further discussed in Note 3, on February 6, 2015, NutraScience acquired the customer relationships of Nutricap Labs, LLC, a provider of dietary supplement contract manufacturing services. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Unaudited Information The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Financial results for any interim period are not necessarily indicative of financial results that may be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 31, 2015. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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 returns and allowances, the allowance for doubtful accounts, the reserve for inventory obsolescence, the recoverability of long-lived assets and the estimated value of derivative liabilities. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to the Company’s top three major customers aggregated to approximately 31 24 36 27 19 13 25 14 21 24 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments 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. June 30, 2015 Total Level 1 Level 2 Level 3 Marketable securities $ 76 $ 76 $ - $ - Derivative liabilities 25,159 - - 25,159 December 31, 2014 Total Level 1 Level 2 Level 3 Marketable securities $ 29 $ 29 $ - $ - |
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 June 30, 2015 and December 31, 2014, totaling 49,852,467 84,683,227 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In July 2015, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2015-11, “Inventory (Topic 330), Simplifying the Measurement of Inventory.” An entity is required to measure inventory within the scope of this Update at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Other than the change in the subsequent measurement guidance from the lower of cost or market to the lower of cost and net realizable value for inventory within the scope of this Update, there are no other substantive changes to the guidance on measurement of inventory. For public companies, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this Update are to be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. We are currently unable to determine the impact on our consolidated financial statements of the adoption of this new accounting pronouncement. In April 2015, the FASB issued ASU No. 2015-03, “Interest Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs.” To simplify presentation of debt issuance costs, the amendments in this Update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this Update. For public companies, the amendments in this Update are effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years. Early adoption of the amendments in this Update is permitted for financial statements that have not been previously issued. We adopted the new guidance effective January 1, 2015. Our prior period financial statements were not impacted by the early adoption of this Update. |
NATURE OF OPERATIONS AND SUMM20
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015 and December 31, 2014: June 30, 2015 Total Level 1 Level 2 Level 3 Marketable securities $ 76 $ 76 $ - $ - Derivative liabilities 25,159 - - 25,159 December 31, 2014 Total Level 1 Level 2 Level 3 Marketable securities $ 29 $ 29 $ - $ - |
NUTRICAP ASSET ACQUISITION (Tab
NUTRICAP ASSET ACQUISITION (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The aggregate consideration for the purchased assets is comprised of the following: Cash ($8,000 reduced by customer deposits of $1,874) $ 6,126 Deposit paid in 2014 350 Novation contract deposit credit liability 1,874 Short-term notes payable to Nutricap 3,978 Total purchase price $ 12,328 |
Schedule of Finite-Lived Intangible Assets Acquired as Part of Business Combination [Table Text Block] | The purchase price has been allocated as follows: Customer relationships $ 3,510 Goodwill 8,818 Total $ 12,328 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following at: June 30, December 31, Raw materials $ 5,079 $ 8,757 Work in process 1,337 2,492 Finished goods 7,470 8,738 13,886 19,987 Reserve for obsolete inventory (1,831) (1,569) $ 12,055 $ 18,418 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at: June 30, December 31, Machinery and equipment $ 10,842 $ 10,366 Computers and other 6,687 6,593 Land 577 577 Aquifer 482 482 Leasehold improvements 1,515 1,515 Construction-in-progress 1,089 - 21,192 19,533 Accumulated depreciation and amortization (17,095) (16,853) $ 4,097 $ 2,680 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at: June 30, December 31, Trademarks $ 10,142 $ 10,142 Customer relationships 5,334 1,824 15,476 11,966 Accumulated amortization (4,782) (4,402) $ 10,694 $ 7,564 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt consisted of the following at: June 30, December 31, Related-Party Debt: $ 6,725 $ 9,797 Senior Credit Facility: 8,137 - Notes Payable: 6,170 4,994 Note Payable: 911 - Vendor Term Notes: 452 520 Note Payable: 1,112 - Capital Lease Obligations: 4,198 2,169 Senior Credit Facility: - 8,945 Total 27,705 26,425 Less current portion (14,035) (13,653) Long-term debt $ 13,670 $ 12,772 |
WARRANTS, COMMON STOCK PUT AG26
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
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 June 30, 2015, and changes during the six months then ended, is presented below: Weighted Shares Exercise Price Outstanding, December 31, 2014 84,683,227 $ 0.72 Granted 32,037,773 $ 0.25 Canceled / Expired (66,210,638) $ 0.71 Exercised (657,895) $ 0.76 Outstanding, June 30, 2015 49,852,467 $ 0.27 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | During the six months ended June 30, 2015, the Company had the following activity in its derivative liabilities account: Derivative liabilities at December 31, 2014 $ - Addition to liabilities for new warrants issued 23,028 Change in fair value of derivative liabilities 2,131 Derivative liabilities at June 30, 2015 $ 25,159 |
NATURE OF OPERATIONS AND SUMM28
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 25,159 | $ 0 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 25,159 | |
Fair Value, Measurements, Recurring [Member] | Marketable Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, Fair Value Disclosure | 76 | 29 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | |
Fair Value, Measurements, Recurring [Member] | 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 | 76 | 29 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 0 | |
Fair Value, Measurements, Recurring [Member] | 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, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 25,159 | |
Fair Value, Measurements, Recurring [Member] | 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 SUMM29
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 49,852,467 | 84,683,227 | |||
Sales Revenue, Net [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 19.00% | 13.00% | 25.00% | 14.00% | |
Sales Revenue, Net [Member] | Three Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 31.00% | 24.00% | 36.00% | 27.00% | |
Accounts Receivable [Member] | Three Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 21.00% | 24.00% |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Going Concern [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $ (209,426) | $ (187,378) |
Stockholders' Equity Attributable to Parent | (27,641) | $ (4,637) |
Working Capital Deficiency | $ 36,269 |
NUTRICAP ASSET ACQUISITION (Det
NUTRICAP ASSET ACQUISITION (Details) - Nutricap [Member] $ in Thousands | Jun. 30, 2015USD ($) |
Business Combination, Contingent Consideration, Asset | $ 12,328 |
Cash In Business Combination [Member] | |
Business Combination, Contingent Consideration, Asset | 6,126 |
Deposit Paid [Member] | |
Business Combination, Contingent Consideration, Asset | 350 |
Novation Contract Deposit Credit Liability [Member] | |
Business Combination, Contingent Consideration, Asset | 1,874 |
Short Term Notes Payable To Nutricap [Member] | |
Business Combination, Contingent Consideration, Asset | $ 3,978 |
NUTRICAP ASSET ACQUISITION (D32
NUTRICAP ASSET ACQUISITION (Details) (Parenthetical) - Nutricap [Member] $ in Thousands | Jun. 30, 2015USD ($) |
Business Combination, Contingent Consideration, Asset | $ 12,328 |
Cash Including Customer Deposits [Member] | |
Business Combination, Contingent Consideration, Asset | 8,000 |
Customer Deposits [Member] | |
Business Combination, Contingent Consideration, Asset | $ 1,874 |
NUTRICAP ASSET ACQUISITION (D33
NUTRICAP ASSET ACQUISITION (Details 1) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Goodwill | $ 8,818 | $ 0 |
Nutricap [Member] | ||
Customer relationships | 3,510 | |
Goodwill | 8,818 | |
Total | $ 12,328 |
NUTRICAP ASSET ACQUISITION (D34
NUTRICAP ASSET ACQUISITION (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2015 | Feb. 04, 2015 | |
Penalty payable | $ 250 | $ 250 | |
Debt Instrument, Maturity Date | Jan. 1, 2016 | ||
Transition Services Agreement [Member] | Scenario, Forecast [Member] | |||
Transition Services Fee | 300 | ||
Business Combination, Integration Related Costs | $ 259 | ||
Percentage Of Expenses | 105.00% | ||
Promissory Note [Member] | |||
Debt Instrument, Face Amount | $ 2,750 | $ 2,750 | |
Nutricap [Member] | Promissory Note Payable In 60 Days [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | $ 2,500 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||
Debt Instrument, Face Amount | $ 2,500 | $ 2,500 | |
Nutricap [Member] | Promissory Note Payable In 12 Equal Monthly Installments [Member] | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Liabilities, Long-term Debt | $ 1,478 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 5,079 | $ 8,757 |
Work in process | 1,337 | 2,492 |
Finished goods | 7,470 | 8,738 |
Inventory, Gross | 13,886 | 19,987 |
Reserve for obsolete inventory | (1,831) | (1,569) |
Inventory, Net | $ 12,055 | $ 18,418 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 21,192 | $ 19,533 |
Accumulated depreciation and amortization | (17,095) | (16,853) |
Property, Plant and Equipment, Net | 4,097 | 2,680 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | 10,842 | 10,366 |
Computers and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | 6,687 | 6,593 |
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 | 482 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Net | 1,515 | 1,515 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,089 | $ 0 |
PROPERTY AND EQUIPMENT (Detai37
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation | $ 123 | $ 179 | $ 244 | $ 381 | |
Machinery and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital Leased Assets, Gross | $ 1,980 | $ 1,980 | $ 2,169 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 15,476 | $ 11,966 |
Accumulated amortization | (4,782) | (4,402) |
Finite-Lived Intangible Assets, Net | 10,694 | 7,564 |
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 | $ 5,334 | $ 1,824 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 225 | $ 114 | $ 380 | $ 231 |
Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 30 years | |||
Customer Relationships [Member] | Maximum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 16 years | |||
Customer Relationships [Member] | Minimum [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Capital Lease Obligations: Capital leases with interest rates ranging from 10.25% to 10.5% and maturity dates ranging from October 2016 to July 2017, secured by certain manufacturing equipment, net of discount of $479 | $ 4,198 | $ 2,169 |
Total | 27,705 | 26,425 |
Less current portion | (14,035) | (13,653) |
Long-term debt | 13,670 | 12,772 |
Notes Payable maturing in November 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 6,170 | 4,994 |
Note Payable maturing in February 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 911 | 0 |
Unsecured note payable maturity February 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 1,112 | 0 |
Revolving Credit Facility 15,000 asset-based [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 8,137 | 0 |
Revolving Credit Facility 9,500 asset-based [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 0 | 8,945 |
Related-Party Debt [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 6,725 | 9,797 |
Vendor Term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 452 | $ 520 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2015 | Nov. 13, 2014 | Jun. 30, 2015 | Jan. 22, 2015 | Jul. 31, 2014 | Jun. 30, 2015 |
Debt Instrument [Line Items] | ||||||
Debt Instrument, Maturity Date | Jan. 1, 2016 | |||||
Percentage Of Unused Line Fee Per Month | 0.042% | |||||
Percentage Of Management Fee Per Month | 0.10% | |||||
Debt Instrument, Covenant Description | Certain of the foregoing debt agreements require the Company to meet certain affirmative and negative covenants, including maintenance of specified ratios. As of March 31, 2015, the Company’s adjusted EBITDA (as defined in its debt agreements) was not in compliance with the Minimum Adjusted EBITDA covenants in the Senior Credit Facility and certain notes payable to institutional investors. Consequently significant obligations to these lenders were included in current liabilities in our condensed consolidated balance sheet as of March 31, 2015. Subsequently, on June 30, 2015, the Company, Midcap, Penta and JL entered into agreements that provided a limited waiver of the Company’s failure to comply with the Minimum Adjusted EBITDA covenant as of March 31, 2015, and the respective financing agreements were amended such that Minimum Adjusted EBITDA covenants previously in place for the periods ending June 30, September 30 and December 31, 2015 were replaced with a new Minimum Adjusted EBITDA covenant of negative $700 for each of the months of July and August 2015. Consequently, we believe the presentation of debt as current or long-term liabilities in our condensed consolidated balance sheet as of June 30, 2015 is in accordance with the terms of our debt agreements. | |||||
Machinery and Equipment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Fee Amount | $ 2,750 | $ 2,750 | ||||
Machinery and equipment sold aggregate purchase price | 2,900 | |||||
commercial lease 1 member [Member] | Machinery and Equipment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Operating Leases, Future Minimum Payments Due, Total | 89 | 89 | ||||
commercial lease 2 member [Member] | Machinery and Equipment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Operating Leases, Future Minimum Payments Due, Total | $ 5 | 5 | ||||
Fifth Third Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Revolving Credit Facility, Maximum Borrowing Capacity | $ 15,000 | |||||
Increasable Accounts Receivable And Inventory | 20,000 | |||||
Little Harbor [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | $ 2,500 | $ 4,900 | ||||
Share Price | $ 5.06 | $ 5.06 | ||||
Debt Instrument, Frequency of Periodic Payment | monthly payments for 3 years | |||||
Penta [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | 613 | |||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | |||||
Proceeds from Notes Payable | $ 2,000 | $ 8,000 | ||||
JL [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | 307 | |||||
Proceeds from Notes Payable | 5,000 | |||||
Scenario, Forecast [Member] | Penta [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | 360 | |||||
Increased Debt Instrument Periodic Payment | $ 130 | |||||
Scenario, Forecast [Member] | JL [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | 250 | |||||
Increased Debt Instrument Periodic Payment | $ 350 | |||||
Notes Payable, Other Payables [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||
Proceeds from Notes Payable | 8,000 | |||||
Notes Payable, Other Payables [Member] | Penta [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | |||||
Debt Instrument, Face Amount | 2,000 | |||||
Notes Payable, Other Payables [Member] | JL [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Maturity Date | Feb. 13, 2020 | |||||
Notes Payable, Other Payables [Member] | Scenario, Forecast [Member] | Penta [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Periodic Payment | $ 90 | |||||
Increased Debt Instrument Periodic Payment | $ 520 | |||||
Notes Payable maturing in November 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||
Debt Instrument, Unamortized Discount | $ 3,830 | $ 3,830 | ||||
Note Payable maturing in February 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | ||||
Debt Instrument, Unamortized Discount | $ 4,089 | $ 4,089 | ||||
Promissory note payable 6.0 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 2,500 | $ 2,500 | ||||
Debt Instrument, Interest Rate During Period | 0.00% | |||||
Debt Instrument, Maturity Date, Description | 60 | |||||
Nutricap Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Maturity Date | Jan. 1, 2016 | |||||
Debt Instrument, Face Amount | 2,500 | $ 2,500 | ||||
Debt Instrument, Fee Amount | 2,750 | 2,750 | ||||
Promissory note payable 3.0 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Face Amount | 1,478 | $ 1,478 | ||||
Debt Instrument, Frequency of Periodic Payment | 12 | |||||
Debt Instrument, Interest Rate During Period | 3.00% | |||||
Revolving Credit Facility 15,000 asset-based [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Unamortized Discount | 538 | $ 538 | ||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 5% | |||||
Revolving Credit Facility, Maximum Borrowing Capacity | 15,000 | $ 15,000 | ||||
Revolving Credit Facility 9,500 asset-based [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | 9,500 | $ 9,500 | ||||
Debt Instrument, Maturity Date | Jan. 22, 2018 | |||||
Unsecured Related Party Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Maturity Date | Jul. 25, 2017 | |||||
Debt Instrument, Basis Spread on Variable Rate | 16.20% | |||||
Capital Lease Obligations [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Unamortized Discount | $ 479 | $ 479 | ||||
Capital Lease Obligations [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.50% | 10.50% | ||||
Debt Instrument Maturity Date Period | July 2,017 | |||||
Capital Lease Obligations [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.25% | 10.25% | ||||
Debt Instrument Maturity Date Period | October 2,016 | |||||
Vendor Term Notes [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.00% | 7.00% | ||||
Debt Instrument Maturity Date Period | May 2,015 | |||||
Vendor Term Notes [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | 6.00% | ||||
Debt Instrument Maturity Date Period | November 2,014 |
WARRANTS, COMMON STOCK PUT AG42
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS (Details) - 6 months ended Jun. 30, 2015 - Warrant [Member] - $ / shares | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Outstanding, December 31, 2014 | 84,683,227 |
Shares Granted | 32,037,773 |
Shares Canceled / Expired | (66,210,638) |
Shares Exercised | (657,895) |
Shares Outstanding, June 30, 2015 | 49,852,467 |
Shares, Outstanding, Weighted Average Exercise Price | $ 0.72 |
Shares Grants in Period, Weighted Average Exercise Price | 0.25 |
Shares Canceled / Expired, Weighted Average Exercise Price | 0.71 |
Shares Exercised, Weighted Average Exercise Price | 0.76 |
Shares Outstanding, Weighted Average Exercise Price | $ 0.27 |
WARRANTS, COMMON STOCK PUT AG43
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Dec. 15, 2015 | Jun. 02, 2015 | Feb. 06, 2015 | Nov. 13, 2014 | May. 28, 2015 | Apr. 30, 2015 | Jan. 22, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Feb. 04, 2015 | Dec. 15, 2014 | Sep. 03, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Proceeds from Warrant Exercises | $ 500 | $ 0 | |||||||||||
Penta [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Warrants Grant Date Estimated Fair Value | $ 3,750 | ||||||||||||
Proceeds from Notes Payable | $ 2,000 | $ 8,000 | |||||||||||
Penta [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 807,018 | ||||||||||||
Common Stock Issuance Features | In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of the Companys assets or property, the number of shares of common stock issuable pursuant to the warrant shall be adjusted as follows: In the event that 50% of the Fair Market Value (as defined in the warrant agreement) of the common stock (i) in a private placement by the Company completed prior to December 18, 2018 (but excluding certain specified placements), (ii) as of December 31, 2018, or (iii) on the date of any partial or whole exercise of the warrant prior to December 31, 2018, is less than $0.385 per share, then in each case the existing Current Holders Equity Interest (as defined in the warrant agreement) applicable to the warrant at such time (or in the case of a partial exercise, then with respect to the number of shares so exercised) shall increase (but not decrease) to a new Current Holders Equity Interest pursuant to the following formula: New Holders Equity Interest = [(2 x Existing Current Holders Equity Interest) x ($0.385 50% of FMV)] Existing Current Holders Equity Interest. | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jun. 30, 2020 | ||||||||||||
Shares Issuable Terms | the number of shares of common stock issuable pursuant to the warrant shall be adjusted as follows: In the event that 50% of the Fair Market Value (as defined in the warrant agreement) of the common stock (i) in a private placement by the Company completed prior to December 18, 2018 (but excluding certain specified placements), (ii) as of December 31, 2018, or (iii) on the date of any partial or whole exercise of the warrant prior to December 31, 2018, is less than $0.385 per share, then in each case the existing Current Holders Equity Interest (as defined in the warrant agreement) applicable to the warrant at such time (or in the case of a partial exercise, then with respect to the number of shares so exercised) shall increase (but not decrease) to a new Current Holders Equity Interest pursuant to the following formula: New Holders Equity Interest = [(2 x Existing Current Holders Equity Interest) x ($0.385 50% of FMV)] Existing Current Holders Equity Interest. | ||||||||||||
Penta [Member] | Warrant [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 | 4,960,740 | ||||||||||||
Proceeds from Notes Payable | $ 2,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights Increased | 4,960,740 | ||||||||||||
Little Harbor [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share Price | $ 5.06 | ||||||||||||
Little Harbor [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,289,474 | ||||||||||||
Shares Issuable Terms | the number of shares of common stock issuable pursuant to the warrant shall be adjusted as follows: In the event that 50% of the Fair Market Value (as defined in the warrant) of the common stock (i) in a private placement by the Company completed prior to December 31, 2018 (but excluding certain specified placements), (ii) as of December 31, 2018, or (iii) on the date of any partial or whole exercise of the warrant prior to December 31, 2018, is less than $0.385 per share, then in each case the existing Current Holders Equity Interest (as defined in the warrant) applicable to the warrant at such time (or in the case of a partial exercise, then with respect to the number of shares so exercised) shall increase (but not decrease) to a new Current Holders Equity Interest pursuant to the following formula: New Holders Equity Interest = [(2 x Existing Current Holders Equity Interest) x ($0.385 50% of FMV)] Existing Current Holders Equity Interest. | ||||||||||||
Essex [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.77 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,428,571 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jun. 30, 2020 | ||||||||||||
JL Properties, Inc [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Deposits Assets | $ 1,000 | ||||||||||||
Capstone [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 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 15, 2014 | ||||||||||||
Share Price | $ 0.01 | ||||||||||||
Warrant Term | 36 months | ||||||||||||
Percentage Of Unexercised Portion | 25.00% | ||||||||||||
Coverage Ratio Terms | Pursuant to the Compromise Agreement, Capstone granted the Company certain call rights, providing that in the event that (i) Capstone does not exercise in full any of Tranches 2, 3 or 4 under the Series B Warrant, and (ii) the Company maintains a Fixed Charge Coverage Ratio (as defined in theSenior Credit Facility)of not less than 1.15x during certain periods preceding the expiration date for each such tranche under the Series B Warrant, then the Company shall have the right to require Capstone to sell shares of common stock owned by Capstone to the Company for a purchase price of $0.01 per share in an amount of shares equal to 25% of the unexercised portion of any of the three Series B tranches to which such call right is applicable subject to the conditions above. | ||||||||||||
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 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Oct. 1, 2014 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Oct. 31, 2017 | ||||||||||||
Series A Warrant [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 657,895 | ||||||||||||
Proceeds from Warrant Exercises | $ 500 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, shares, Forfeitures in Period | 51,973,684 | ||||||||||||
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 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Oct. 1, 2014 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Oct. 31, 2017 | ||||||||||||
Series B Warrant [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 18,000,000 | ||||||||||||
Series B Warrant [Member] | Common Stock [Member] | Tranche 1 [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 | 2,000,000 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 30, 2015 | ||||||||||||
Series B Warrant [Member] | Common Stock [Member] | Tranche 2 [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 | 4,000,000 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Mar. 31, 2016 | ||||||||||||
Series B Warrant [Member] | Common Stock [Member] | Tranche 3 [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 | 6,000,000 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jul. 31, 2016 | ||||||||||||
Series B Warrant [Member] | Common Stock [Member] | Tranche 4 [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 | 6,000,000 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 30, 2016 | ||||||||||||
First Warrant [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 465,880 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Apr. 30, 2020 | ||||||||||||
Warrants Adjustments On Terms And Conditions | In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of the Companys assets or property, the number of shares of common stock issuable pursuant to the warrant will be increased in the event the Companys consolidated audited Adjusted EBITDA (as defined in the warrant agreement) for the fiscal year ending December 31, 2018 does not equal or exceed $19,250 | ||||||||||||
Second Warrant [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 86,962 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Apr. 30, 2020 | ||||||||||||
JL Warrants [Member] | Common Stock [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 | 403,509 | ||||||||||||
Share Price | $ 0.01 | ||||||||||||
MidCap Warrant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jan. 22, 2018 | ||||||||||||
MidCap Warrant [Member] | 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 | 500,000 | ||||||||||||
Institutional Investor [Member] | Warrant [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 1 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,400 | 434,809 | |||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 1 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 13, 2019 | ||||||||||||
Proceeds from Notes Payable | $ 8,000 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights Increased | 4,960,740 | ||||||||||||
Lender [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 | 5,592,105 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights Increased | 185,306 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, shares, Forfeitures in Period | 5,777,411 | ||||||||||||
Lender [Member] | Common Stock [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 | ||||||||||||
Investor [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,091,122 | ||||||||||||
Call Option [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Common Stock Issuance Features | The Company has the right, under certain circumstances, to require Penta to sell to the Company all or any portion of the equity interest issued or represented by the warrant to acquire 4,960,740 shares. The price for such repurchase will be the greater of (i) the product of (x) eleven times the Companys adjusted EBITDA with respect to the twelve months preceding the exercise of the call right times (y) the investors percentage ownership in the Company assuming full exercise of the warrant; or (ii) the fair market value of the equity interests underlying the warrant; or (iii) $3,750. | ||||||||||||
Van Andel Trust [Member] | First Warrant [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,289,474 | ||||||||||||
Shares Issuable Terms | the number of shares of common stock issuable pursuant to the first warrant shall be adjusted as follows: In the event that 50% of the Fair Market Value (as defined in the first warrant) of the common stock (i) in a private placement by the Company completed prior to December 31, 2018 (but excluding certain specified placements), (ii) as of December 31, 2018, or (iii) on the date of any partial or whole exercise of the first warrant prior to December 31, 2018, is less than $0.385 per share, then in each case the existing Current Holders Equity Interest (as defined in the warrant agreement) applicable to the first warrant at such time (or in the case of a partial exercise, then with respect to the number of shares so exercised) shall increase (but not decrease) to a new Current Holders Equity Interest pursuant to the following formula: New Holders Equity Interest = [(2 x Existing Current Holders Equity Interest) x ($0.385 50% of FMV)] Existing Current Holders Equity Interest. | ||||||||||||
Van Andel Trust [Member] | Second Warrant [Member] | Common Stock [Member] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.385 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 12,987,012 | ||||||||||||
Shares Issuable Terms | the exercise price shall be subject to decrease (but not increase) as follows: In the event that prior to the September 30, 2017 expiration date, the Company completes a private placement of common stock (other than certain specified placements) and 50% of the Fair Market Value (as defined in the second warrant) of such private placement is less than $0.385 per share, then the exercise price of the second warrant shall automatically on such date be decreased (but not increased) to 50% of the Fair Market Value of such private placement. In the event the Van Andel Trust exercises the second warrant in whole or in part prior to the expiration date and 50% of the Fair Market Value on the date of such exercise is less than $0.385 per share (or in the event that the exercise price has previously been decreased in accordance with the immediately preceding sentence, less than the exercise price following such adjustment), then the exercise price shall be adjusted to 50% of such Fair Market Value for the shares so exercised. |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Derivative Liability | $ 0 | |||
Addition to liabilities for new warrants issued | 23,028 | |||
Derivative Liability | $ 25,159 | 25,159 | ||
Change in fair value of derivative liabilities | $ (10,356) | $ 0 | $ (10,356) | $ 0 |
DERIVATIVE LIABILITIES (Detai45
DERIVATIVE LIABILITIES (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Derivative Liability | $ 25,159 | $ 0 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 02, 2015 | Jan. 31, 2019 | Jan. 31, 2018 | Jan. 31, 2017 | Jan. 31, 2016 | May. 31, 2015 | Apr. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Sep. 30, 2014 | Sep. 16, 2014 | Sep. 03, 2014 |
Preferred Stock, Shares Authorized | 500,000,000 | |||||||||||
Proceeds from Warrant Exercises | $ 500 | $ 0 | ||||||||||
Proceeds from Issuance of Common Stock | $ 2,500 | $ 0 | ||||||||||
Common Stock [Member] | ||||||||||||
Stock Repurchased During Period, Shares | 47,031 | |||||||||||
Stock Repurchased During Period, Value | $ 0 | |||||||||||
Van Andel Trust [Member] | Common Stock [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.76 | |||||||||||
Stock Issued During Period, Shares, New Issues | 3,289,474 | |||||||||||
Shares Issued, Price Per Share | $ 0.76 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,592,105 | |||||||||||
Proceeds from Issuance of Common Stock | $ 2,500 | |||||||||||
Little Harbor [Member] | Common Stock [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||
Stock Issued During Period, Shares, New Issues | 3,289,474 | |||||||||||
Shares Issued, Price Per Share | $ 0.76 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,289,474 | |||||||||||
Proceeds from Issuance of Common Stock | $ 2,500 | |||||||||||
Amount payable under outstanding debt agreement | $ 2,500 | |||||||||||
Penta [Member] | Common Stock [Member] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||
Stock Issued During Period, Shares, New Issues | 807,018 | |||||||||||
Shares Issued, Price Per Share | $ 0.76 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 807,018 | |||||||||||
Proceeds from Issuance of Common Stock | $ 613 | |||||||||||
Amount payable under outstanding debt agreement | $ 613 | |||||||||||
JL [Member] | Common Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, New Issues | 403,509 | |||||||||||
Shares Issued, Price Per Share | $ 0.76 | |||||||||||
Proceeds from Issuance of Common Stock | $ 307 | |||||||||||
Amount payable under outstanding debt agreement | $ 307 | |||||||||||
Series A Warrant [Member] | ||||||||||||
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] | Common Stock [Member] | ||||||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 657,895 | |||||||||||
Proceeds from Warrant Exercises | $ 500 | |||||||||||
Mr. Tolworthy [Member] | ||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 657,895 | 65,306,102 | ||||||||||
Restricted Stock Units (RSUs) [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 7,634,002 | |||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | 25.00% | 25.00% | 25.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value | $ 0.76 | |||||||||||
Employee Stock Option [Member] | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 |
OPTION AGREEMENT (Details Textu
OPTION AGREEMENT (Details Textual) - Jun. 30, 2015 - Option No.1 [Member] - USD ($) $ in Thousands | Total |
Business Acquisition [Line Items] | |
Equity Method Investment, Ownership Percentage | 100.00% |
Payments to Acquire Businesses, Gross | $ 2,000 |
Business Combination, Contingent Consideration, payable | $ 37,000 |
OFFICE LEASE AGREEMENT (Details
OFFICE LEASE AGREEMENT (Details Textual) - Apr. 07, 2015 - USD ($) $ in Thousands | Total |
Operating Leased Assets [Line Items] | |
Traded Market Capitalization | $ 50,000 |
Operating Leases, Rent Expense | 4,466 |
Letters of Credit Outstanding, Amount | 1,000 |
Maximum [Member] | |
Operating Leased Assets [Line Items] | |
Operating Leases, Rent Expense | $ 4,552 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Aug. 13, 2015 | Jul. 07, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Jul. 23, 2015 | Jun. 30, 2015 | May. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jan. 1, 2016 | ||||||||
Increase (Decrease) in Derivative Liabilities | $ 23,028 | ||||||||
Derivative Liability | $ 25,159 | 25,159 | $ 0 | ||||||
Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Increase (Decrease) in Derivative Liabilities | 9,965 | ||||||||
Derivative Liability | $ 15,885 | $ 15,885 | |||||||
Promissory note payable 7.5 [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Maturity Date | Apr. 30, 2016 | ||||||||
Debt Instrument, Interest Rate During Period | 7.50% | ||||||||
Debt Instrument, Periodic Payment, Interest | $ 62 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 717 | ||||||||
Promissory note payable 6.0% Member | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Maturity Date | Jun. 30, 2016 | ||||||||
Debt Instrument, Interest Rate During Period | 6.00% | ||||||||
Debt Instrument, Periodic Payment, Interest | $ 108 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 1,364 | ||||||||
Common Stock [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Repurchased During Period, Shares | 47,031 | ||||||||
Stock Repurchased During Period, Value | $ 0 | ||||||||
Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Repurchased During Period, Shares | 447,375 | ||||||||
Stock Repurchased During Period, Value | $ 0 | ||||||||
Mr. Tolworthy [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Repurchased During Period, Shares | 8,447,370 | ||||||||
TCC [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Repurchased During Period, Value | $ 37,000 | ||||||||
Stock Purchase Agreement Break-up Fee | $ 500 | ||||||||
Series B Warrant [Member] | Common Stock [Member] | Subsequent Event [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures, Total | 526,316 | 131,579 | |||||||
Shares Issued, Price Per Share | $ 0.76 | $ 0.76 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures, Total | $ 400 | $ 100 |
Uncategorized Items - tlcc-2015
Label | Element | Value |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (16,438) |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | $ (3,435) |