Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Apr. 14, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | TWINLAB CONSOLIDATED HOLDINGS, INC. | ||
Entity Central Index Key | 1,590,695 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 60,962,383 | ||
Trading Symbol | TLCC | ||
Entity Common Stock, Shares Outstanding | 250,805,992 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 1,240 | $ 437 |
Restricted cash | 0 | 370 |
Marketable securities | 0 | 29 |
Accounts receivable, net of allowances of $1,494 and $2,372, respectively | 7,880 | 4,604 |
Inventories, net | 13,727 | 18,418 |
Prepaid expenses and other current assets | 1,657 | 4,421 |
Total current assets | 24,504 | 28,279 |
Property and equipment, net | 3,712 | 2,680 |
Intangible assets, net | 32,411 | 7,564 |
Goodwill | 24,098 | 0 |
Other assets | 1,475 | 986 |
Total assets | 86,200 | 39,509 |
Current liabilities: | ||
Checks written in excess of cash | 0 | 708 |
Accounts payable | 16,753 | 12,900 |
Accrued expenses and other current liabilities | 5,312 | 2,061 |
Derivative liabilities | 33,091 | 0 |
Notes payable and current portion of long-term debt, net of discount of $751 and $0, respectively | 16,564 | 13,653 |
Total current liabilities | 71,720 | 29,322 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,890 | 2,052 |
Notes payable and long-term debt, net of current portion and discount of $7,378 and $3,006, respectively | 12,861 | 12,772 |
Total long-term liabilities | 14,751 | 14,824 |
Total liabilities | $ 86,471 | $ 44,146 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding | $ 0 | $ 0 |
Common stock; $0.001 par value, 5,000,000,000 shares authorized, 382,210,052 and 220,000,000 shares issued and outstanding, respectively | 382 | 220 |
Additional paid-in capital | 223,165 | 182,704 |
Stock subscriptions receivable | (30) | (100) |
Treasury stock, 86,505,916 and 0 shares at cost, respectively | 0 | 0 |
Accumulated deficit | (223,788) | (187,378) |
Accumulated other comprehensive loss | 0 | (83) |
Total stockholders’ deficit | (271) | (4,637) |
Total liabilities and stockholders' deficit | $ 86,200 | $ 39,509 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Allowance for Doubtful Accounts Receivable, Current | $ 1,494 | $ 2,372 |
Debt Instrument Unamortized Discount Current | 751 | 0 |
Debt Instrument, Unamortized Discount | $ 7,378 | $ 3,006 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
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 | 382,210,052 | 220,000,000 |
Common Stock, Shares, Outstanding | 382,210,052 | 220,000,000 |
Treasury Stock, Shares | 86,505,916 | 0 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Net sales | $ 81,672 | $ 61,426 |
Cost of sales | 70,083 | 51,343 |
Gross profit | 11,589 | 10,083 |
Selling, general and administrative expenses | 25,521 | 22,235 |
Loss from operations | (13,932) | (12,152) |
Other income (expense): | ||
Interest expense, net | (7,001) | (6,388) |
Loss on change in derivative liabilities | (15,951) | 0 |
Other income (expense), net | 488 | (2,529) |
Total other expense | (22,464) | (8,917) |
Loss before income taxes | (36,396) | (21,069) |
Provision for income taxes | (14) | (61) |
Net loss | (36,410) | (21,130) |
Other comprehensive loss - unrealized gain (loss) on marketable securities | 83 | (31) |
Total comprehensive loss | $ (36,327) | $ (21,161) |
Weighted average number of common shares outstanding - basic and diluted (in shares) | 241,064,203 | 213,366,479 |
Loss per common share - basic and diluted (in dollars per share) | $ (0.15) | $ (0.10) |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Receivable [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | $ (75,935) | $ 200 | $ 90,165 | $ 0 | $ 0 | $ (52) | $ (166,248) |
Balance (in shares) at Dec. 31, 2013 | 199,995,000 | 0 | |||||
Unrealized loss on marketable securities | (31) | $ 0 | 0 | 0 | $ 0 | (31) | 0 |
Recapitalization due to reverse merger | (215) | $ 0 | 85 | (300) | $ 0 | 0 | 0 |
Recapitalization due to reverse merger (in shares) | 5,000 | 0 | |||||
Issuance of warrants for: | |||||||
Debt discount | 1,481 | $ 0 | 1,481 | 0 | $ 0 | 0 | 0 |
Deferred financing costs | 3,109 | 0 | 3,109 | 0 | 0 | 0 | 0 |
Related party debt contributed to capital | 87,844 | 0 | 87,844 | 0 | 0 | 0 | 0 |
Reduction in stock subscriptions receivable | 200 | 0 | 0 | 200 | 0 | 0 | 0 |
Issuance of common stock for cash | 40 | $ 20 | 20 | 0 | $ 0 | 0 | 0 |
Issuance of common stock for cash (in shares) | 20,000,000 | 0 | |||||
Unrealized gain on marketable securities | (31) | $ 0 | 0 | 0 | $ 0 | (31) | 0 |
Stock Transactions, Parenthetical Disclosures [Abstract] | |||||||
Net loss | (21,130) | 0 | 0 | 0 | 0 | 0 | (21,130) |
Balance at Dec. 31, 2014 | (4,637) | $ 220 | 182,704 | (100) | $ 0 | (83) | (187,378) |
Balance (in shares) at Dec. 31, 2014 | 220,000,000 | 0 | |||||
Unrealized loss on marketable securities | 83 | $ 0 | 0 | 0 | $ 0 | 83 | 0 |
Issuance of warrants for: | |||||||
Debt discount | 1,002 | 0 | 1,002 | 0 | 0 | 0 | 0 |
Derivative liabilities | (11,290) | 0 | (11,290) | 0 | 0 | 0 | 0 |
Other assets | 26 | 0 | 26 | 0 | 0 | 0 | 0 |
Reduction in stock subscriptions receivable | 70 | 0 | 0 | 70 | 0 | 0 | 0 |
Issuance of common stock for cash | 40,497 | $ 136 | 40,361 | 0 | $ 0 | 0 | 0 |
Issuance of common stock for cash (in shares) | 136,828,301 | 0 | |||||
Issuance of common stock for Debt | 3,420 | $ 5 | 3,415 | 0 | $ 0 | 0 | 0 |
Issuance of common stock for Debt (in shares) | 4,500,001 | 0 | |||||
Exercise of warrants for cash (in shares) | 20,881,750 | 0 | |||||
Exercise of warrants for cash | 6,066 | $ 21 | 6,045 | 0 | $ 0 | 0 | 0 |
Issuance of put option for derivative liability | (76) | 0 | (76) | 0 | 0 | 0 | 0 |
Unrealized gain on marketable securities | 83 | 0 | 0 | 0 | 0 | 83 | 0 |
Stock-based compensation | 978 | $ 0 | 978 | 0 | $ 0 | 0 | 0 |
Purchase of treasury shares | 0 | 494,406 | |||||
Stock Transactions, Parenthetical Disclosures [Abstract] | |||||||
Transfer of related party shares to treasury pursuant to surrender agreements | 0 | 86,011,510 | |||||
Net loss | (36,410) | $ 0 | 0 | 0 | $ 0 | 0 | (36,410) |
Balance at Dec. 31, 2015 | $ (271) | $ 382 | $ 223,165 | $ (30) | $ 0 | $ 0 | $ (223,788) |
Balance (in shares) at Dec. 31, 2015 | 382,210,052 | 86,505,916 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | $ (36,410) | $ (21,130) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,480 | 1,425 |
Amortization of debt discount | 2,106 | 1,481 |
Stock-based compensation | 978 | 0 |
Non-cash interest expense | 1,593 | 2,678 |
Loss on sale of property and equipment to an entity owned by a stockholder | 340 | 0 |
Gain on sale of intangible assets | (750) | 0 |
Loss on change in derivative liabilities | 15,951 | 0 |
Provision for obsolete inventory | 320 | (103) |
Provision for losses on accounts receivable | (60) | 53 |
Provision for loss on marketable securities | 112 | 0 |
Non-cash gain on settlement of debt | 0 | (78) |
Loss on write down of property and equipment | 0 | 2,373 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (219) | 1,625 |
Inventories | 8,209 | (3,471) |
Prepaid expenses and other current assets | 1,548 | (3,053) |
Other assets | (928) | 0 |
Checks written in excess of cash | (708) | 297 |
Accounts payable | 3,960 | 4,566 |
Accrued expenses and other current liabilities | 519 | (1,398) |
Net cash used in operating activities | (1,959) | (14,735) |
Cash flows from investing activities: | ||
Cash paid in acquisitions, net of cash acquired | (45,692) | 0 |
Purchases of property and equipment | (2,022) | (611) |
Proceeds from the sale of assets | 988 | 0 |
Change in restricted cash | 370 | 4 |
Net cash used in investing activities | (46,356) | (607) |
Cash flows from financing activities: | ||
Proceeds from the issuance of common stock | 40,497 | 40 |
Proceeds from the exercise of warrants | 6,066 | 0 |
Proceeds from the issuance of debt | 8,499 | 21,293 |
Repayment of debt | (5,148) | (5,564) |
Reduction in stock subscriptions receivable | 70 | 200 |
Purchase and retirement of treasury stock | 0 | (8) |
Payment of debt issuance costs | (941) | (454) |
(Increase) decrease in security deposits | 75 | (28) |
Net cash provided by financing activities | 49,118 | 15,479 |
Net increase (decrease) in cash | 803 | 137 |
Cash at the beginning of the year | 437 | 300 |
Cash at the end of the year | 1,240 | 437 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 3,511 | 3,738 |
Cash paid for income taxes | 13 | 40 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Change in unrealized holding gain (loss) on marketable securities | 0 | (31) |
Consideration exchanged: | ||
Other assets transferred to debt discount | 364 | 0 |
Issuance of warrants for debt discount | 5,924 | 3,109 |
Issuance of warrants for derivative liabilities | 16,212 | 0 |
Issuance of put option for derivative liability | 142 | 0 |
Issuance of common stock for repayment of debt | (2,227) | 0 |
Issuance of warrants for prepaid expenses and other current assets | 878 | 0 |
Issuance of notes payable for accounts payable | 2,621 | 0 |
Related party debt contributed to capital | 0 | 87,844 |
Recapitalization due to reverse merger: | ||
Additional paid-in capital | 0 | 85 |
Stock subscriptions receivable | 0 | (300) |
Nutricap Asset Acquisition [Member] | ||
Consideration exchanged: | ||
Debt issued | 3,978 | 0 |
Liabilities assumed | 1,874 | 0 |
Other assets | 350 | 0 |
Intangible assets | 3,510 | 0 |
Goodwill | 2,692 | 0 |
Organic Holdings [Member] | ||
Consideration exchanged: | ||
Other assets | 2,000 | 0 |
Goodwill | $ 2,000 | $ 0 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 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 subsidiary, Twinlab Consolidation Corporation (“TCC”); TCC’s wholly owned subsidiaries, Twinlab Holdings, Inc. (formerly known as Idea Sphere Inc.) (“THI”), NutraScience Labs, Inc. (“NutraScience”), NutraScience Labs IP Corporation, and Organic Holdings LLC (“Organic Holdings”); THI’s wholly owned subsidiaries, Twinlab Corporation (sometimes referred to herein as “Twinlab”) and ISI Brands, Inc. (“ISI”); and Organic Holdings’ wholly owned subsidiaries, CocoaWell, LLC, Fembody, LLC, InnoVitamin Organics, LLC, Joie Essance, LLC, Organics Management LLC, Re-Body, LLC, Reserve Life Organics, LLC, ResVitale, LLC, Reserve Life Nutrition, L.L.C. and Innovita Specialty Distribution LLC. 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 and Reserveage TM TM 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. As further discussed in Note 4, on October 5, 2015, TCC acquired all the outstanding equity interests of Organic Holdings a marketer and distributor of nutritional products. The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. 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, allowance for doubtful accounts, reserves for inventory obsolescence, recoverability of long-lived assets and the estimated value of warrants and derivative liabilities. Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. At December 31, 2014, the Company had restricted cash of $ 370 Marketable securities consist of equity securities. The Company designates the classification of its marketable securities at the time of purchase and reevaluates this designation as of each balance sheet date. As of December 31, 2015 and 2014, the Company classified its marketable securities as available-for-sale, and these securities are recorded at their quoted market values. The cost of a security sold or the amount reclassified out of accumulated other comprehensive income into earnings is determined by specific identification of the security. Unrealized holding gains or losses on available-for-sale securities are excluded from income and are reported in accumulated other comprehensive income until realized. Losses are also recognized when management has determined that there has been an other-than-temporary decline in fair value. As of December 31, 2015, the Company has recorded a 100% allowance for loss on its marketable securities. The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 December 31, 2014 Total Level 1 Level 2 Level 3 Marketable securities $ 29 $ 29 $ - $ - Substantially all of the Company’s accounts receivable are from distributors or mass-market customers. The Company grants credit to customers and generally does not require collateral or other security. The Company performs credit evaluations of its customers and provides for expected claims related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. These allowances approximated $ 1,494 2,372 Inventories are stated at the lower of cost or market, with costs determined using the weighted average cost method. Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 35 7 10 8 3 Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 30 The Company believes that its long-term growth strategy supports its fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of the Company’s projections and the execution of key initiatives related to revenue growth and improved profitability. The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $ 4,132 3,691 The Company advertises its branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. The Company’s advertising expenses were $ 2,509 1,175 Research and development costs are expensed as incurred and totaled $ 1,577 1,559 The Company accounts for income taxes using an asset and liability approach. Deferred income taxes are determined by applying currently enacted tax laws and rates to cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Valuation allowances against deferred tax assets are recorded when management concludes that it is more likely than not that such deferred tax assets will not be realized. The Company’s federal and state income tax returns prior to the year ended December 31, 2012 are closed, and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with uncertain tax positions as part of selling, general and administrative expenses and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. The Company may from time to time be assessed interest and/or penalties by major taxing jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s consolidated financial results. In the event the Company receives an assessment for interest and/or penalties, it has been classified in the consolidated statement of comprehensive loss as selling, general and administrative expenses. The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted net income or loss per common share 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 using the treasury stock method and the average market price per share during the period. For the years ended December 31, 2015 and 2014, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive. Sales to the Company’s top three customers aggregated to approximately 23 26 15 12 24 One vendor accounted for approximately 12% of product purchases during 2015. Reclassifications Certain amounts in the 2014 consolidated financial statements have been reclassified to conform with the current year presentation. 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 consolidated financial statements were not impacted by the early adoption of this Update. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016; however, in July 2015, the FASB agreed to delay the effective date by one year. The proposed deferral may permit early adoption, but would not allow adoption any earlier than the original effective date of the standard. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09, including possible transition alternatives, will have on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The amendments in this ASU revise the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018 and are to be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently unable to determine the impact on our consolidated financial statements of the adoption of this new accounting pronouncement. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 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 December 31, 2015, the Company had an accumulated deficit of $ 223,788 271 Because of this history of operating losses, significant interest expense on the Company’s debt, and the recording of significant derivative liabilities, the Company has a working capital deficiency of $ 47,216 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; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. As of December 31, 2015, we had cash of $ 1,240 19,500 The consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties. |
NUTRICAP ASSET ACQUISITION
NUTRICAP ASSET ACQUISITION | 12 Months Ended |
Dec. 31, 2015 | |
Nutricap Labs, LLC [Member] | |
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 The parties entered into a Transition Services Agreement, dated February 6, 2015, pursuant to which Nutricap provided NutraScience with certain transitional services to assist in the transfer of the customer relationships acquired pursuant to the Nutricap Purchase Agreement (the “TSA”). The services provided under the TSA include, 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 original Transition Services Agreement related to the Nutricap asset acquisition was in effect until August 6, 2015 and 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. |
ORGANIC HOLDINGS ACQUISITION
ORGANIC HOLDINGS ACQUISITION | 12 Months Ended |
Dec. 31, 2015 | |
Organic Holdings, LLC [Member] | |
Business Combination Disclosure [Text Block] | NOTE 4 ORGANIC HOLDINGS ACQUISITION In September 2014, TCC entered into an option agreement (the "Option”) that gave TCC an exclusive option to purchase 100 2,000 41,710 Organic Holdings, through its subsidiaries, is engaged in the business of developing and selling premium nutritional supplements, including under the well-known Reserveage Nutrition family of brands. TCC and the Sellers each provided customary representations, warranties and covenants in the Purchase Agreement, and the Sellers agreed to be bound by certain non-compete and non-solicitation provisions. The Sellers also agreed to customary indemnification of TCC and its affiliates for certain losses and damages, by way of the cancellation of shares of common stock of the Company owned by Health KP, LLC (“Health”), an affiliate of the Sellers. The Company has agreed to grant Health certain registration rights for the shares of common stock of the Company owned by Health. Cash $ 39,710 Deposit paid in 2014 2,000 Total purchase price $ 41,710 Intangible assets $ 22,452 Goodwill 15,280 Other net assets 3,978 Total $ 41,710 The intangible assets include customer relationships, trade names and other intangible assets and are amortized using the straight-line method over estimated economic lives ranging from three to fifteen years. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 5 INVENTORIES 2015 2014 Raw materials $ 4,625 $ 8,757 Work in process 1,130 2,492 Finished goods 10,084 8,738 15,839 19,987 Reserve for obsolete inventory (2,112) (1,569) $ 13,727 $ 18,418 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 6 PROPERTY AND EQUIPMENT 2015 2014 Machinery and equipment $ 10,997 $ 10,366 Computers and other 7,106 6,593 Aquifer 482 482 Leasehold improvements 1,518 1,515 Construction-in-progress 1,291 - Land - 577 21,394 19,533 Accumulated depreciation and amortization (17,682) (16,853) $ 3,712 $ 2,680 Assets held under capital leases are included in machinery and equipment and amounted to $ 1,737 2,169 Depreciation and amortization expense totaled $ 526 598 In 2013, the Company entered into a sale-leaseback arrangement relating to its office facilities. Under the terms of the arrangement, the Company sold an office building and surrounding land and then leased the property back under a 15 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 7 INTANGIBLE ASSETS 2015 2014 Trademarks $ 18,066 $ 8,456 Customer relationships 19,110 3,510 Other 753 - 37,929 11,966 Accumulated amortization (5,518) (4,402) $ 32,411 $ 7,564 Trademarks are amortized over periods ranging from 3 30 15 16 3 1,116 468 Years Ending December 31, 2016 $ 818 2017 818 2018 818 2019 818 2020 818 Thereafter 28,321 $ 32,411 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 2015 2014 Related-Party Debt: $ 6,615 $ 9,797 Senior Credit Facility: 9,263 - Notes Payable: 6,612 4,994 Note Payable: 1,342 - Vendor Term Notes: 1,475 520 Note Payable: 250 - Capital Lease Obligations: 3,868 2,169 Senior Credit Facility: - 8,945 Total 29,425 26,425 Less current portion (16,564) (13,653) Long-term debt $ 12,861 $ 12,772 Years Ending December 31, 2016 $ 16,564 2017 1,821 2018 2,043 2019 7,397 2020 1,600 $ 29,425 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 November 13, 2017 360 520 12 2,000 On February 6, 2015, the Company raised proceeds of $ 2,000 November 13, 2019 November 13, 2017 90 130 12 Pursuant to a stock purchase agreement with Penta discussed in Note 11, the Company issued shares of its common stock in lieu of $ 613 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 March 1, 2017 250 350 307 Nutricap Asset Acquisition Notes and Essex Capital Corporation Payment Guarantee The short-term notes payable issued in the Nutricap asset acquisition (Note 3 2,500 6 1,478 3 12 2,750 2,500 250 January 1, 2016 a related party and a director of the Company 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 36 89 5 On December 30, 2015, the Company consolidated these two leases into a single lease with a new 36 96 496 Subsequently 2,500 and negative $1,750 quarter ended December 31, and the six month period ending March 31, 2016, respectively. In connection with the Organic acquisition discussed in Note 4 and the related Golisano Holdings LLC and GREAT HARBOR CAPITAL, LLC security purchase agreements discussed in Note 11, the Company entered into amended debt agreements with MidCap, Penta and JL to amend certain debt covenant calculations and ratios and to include the recent acquired subsidiaries in the debt covenants. Pursuant to limited waivers, the lenders waived the Company’s failure to meet the minimum Adjusted EBITDA covenant for July and August 2015. |
WARRANTS, COMMON STOCK PUT AGRE
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 9 WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS Van Andel Warrant 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 had 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. On October 1, 2015, the Company and Capstone entered into Amendment No. 1 to Agreement for Limited Waiver of Non-Circumvention Provision and to Compromise Agreement and Release (the “Capstone Waiver”). Pursuant to the Capstone Waiver, the Company and Capstone agreed to terminate the contingent call rights granted pursuant to a Compromise Agreement and Release entered into on May 28, 2015. 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 The Company granted Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. Effective August 14, 2015, the Company cancelled the June 30, 2015 Penta warrant for 807,018 807,018 Midcap Warrant 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 February 13, 2020 434,809 1.00 February 13, 2020 Pursuant to a Stock Purchase Agreement dated June 30, 2015, a warrant was issued to JL to purchase an aggregate 403,509 0.01 June 30, 2020 The Company granted JL certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. Effective August 14, 2015, the Company amended the June 30, 2015 JL warrant for 403,509 JL Properties, Inc. Warrants In April 2015, the Company entered into an office lease agreement that requires a $ 1,000 The first warrant is exercisable for an aggregate of 465,880 0.01 April 30, 2020 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 had the right to acquire an aggregate 3,289,474 0.01 33 Pursuant to the second warrant, the Van Andel Trust had the right to acquire an aggregate 12,987,012 0.385 5,000 Little Harbor Warrant 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 33 Essex Warrant In connection with the guarantee of the Nutricap Note and equipment financing by Essex discussed in Note 8, Essex was issued a warrant exercisable for an aggregate 1,428,571 0.77 June 30, 2020 Golisano Warrant Pursuant to a Securities Purchase Agreement with Golisano Holdings LLC (“Golisano LLC”), the Company issued Golisano LLC a warrant (the “Golisano Warrant”), which Golisano Warrant is intended to maintain, following each future issuance of shares of common stock pursuant to the conversion, exercise or exchange of certain currently outstanding warrants to purchase shares of common stock held by third-parties (the “Outstanding Warrants”), Golisano LLC’s proportional ownership of the Company’s issued outstanding common stock so that it is the same thereafter as on October 5, 2015. The Company has reserved 12,697,977 001 The Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of the assets of the Company. In addition, if any payments are made to a holder of an Outstanding Warrant in consideration for the termination of or agreement not to exercise such Outstanding Warrant, Golisano LLC will be entitled to equal treatment. The Company and Golisano LLC have entered into a Registration Rights Agreement, dated as of October 5, 2015 granting Golisano LLC certain registration rights for the shares of common issuable on exercise of the Golisano Warrant. Weighted Average Shares Exercise Price Outstanding, December 31, 2013 - $ - Granted 84,683,227 0.72 Canceled / Expired - - Exercised - - Outstanding, December 31, 2014 84,683,227 0.72 Granted 32,844,791 0.25 Canceled / Expired (68,359,761) 0.71 Exercised (20,881,750) 0.29 Outstanding, December 31, 2015 28,286,507 $ 0.53 Based on the outstanding warrants as of December 31, 2015, 12,122,789 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | NOTE 10 DERIVATIVE LIABILITIES The number of shares of common stock issuable pursuant to certain warrants issued in January 2015, February 2015 and April 2015 will be increased if the Company’s audited adjusted earnings before interest, taxes, depreciation and amortization (“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. In addition, the Company has determined that a put agreement entered into in September 2015 and the Golisano Warrant are derivatives. Accordingly, the Company has estimated the total fair value of the derivative liabilities at $ 33,091 Derivative liabilities at December 31, 2014 $ - Addition to liabilities for new warrants and put option issued 28,195 Amend warrants (10,989) Expiration of put option (66) Loss on change in fair value of derivative liabilities 15,951 Derivative liabilities at December 31, 2015 $ 33,091 The value of the derivative liabilities are generally estimated using an options lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11 STOCKHOLDERS’ EQUITY Preferred Stock The Company has authorized 500,000,000 0.001 Twinlab Consolidation Corporation 2013 Stock Incentive Plan 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 9,234,002 Treasury Stock In May and July 2015, the Company purchased an aggregate of 494,406 0 Tolworthy Surrender Agreements On September 3, 2014, TCC entered into a Subscription and Surrender Agreement with Thomas A. Tolworthy, which agreement was assumed by the Company on September 16, 2014 (the “Original Surrender Agreement”). Pursuant to the Original Surrender Agreement, Mr. Tolworthy was required, upon request by the Company, to surrender up to 65,306,102 22,092,277 On October 5, 2015, the Company and Mr. Tolworthy entered into a Surrender Agreement (the “New Surrender Agreement”). Pursuant to the New Surrender Agreement, Mr. Tolworthy agreed to surrender an aggregate of 60,470,957 26,564,030 33,906,927 9,306,898 In connection with the Stock Purchase Agreements with five investors discussed below, on October 21, 2015, the Company and Mr. Tolworthy entered into an additional Surrender Agreement, pursuant to which Mr. Tolworthy surrendered an aggregate of 3,448,276 Through December 31, 2015, Mr. Tolworthy has surrendered an aggregate 86,011,510 Stock Subscription Receivable At December 31, 2015, the stock subscription receivable for the purchase of 1,528,384 30 5 2.29 GREAT HARBOR CAPITAL, LLC Stock Purchase Agreement On October 1, 2015, the Company and GREAT HARBOR CAPITAL, LLC (“GH”), an entity owned by certain stockholders of the Company, entered into a Stock Purchase Agreement (the “GH SPA”). Pursuant to the GH SPA, the Company issued and sold to GH on October 2, 2015, 41,379,310 12,000 Golisano Holdings LLC Securities Purchase Agreement On October 2, 2015, the Company entered into a Securities Purchase Agreement with Golisano LLC (the “Golisano SPA”). Pursuant to the Golisano SPA, on October 5, 2015 the Company issued and sold to Golisano LLC 88,711,241 25,000 30 The Company was required to use the new proceeds from the sale of the shares solely for funding the purchase price due from the Company for the Organic Holdings acquisition discussed in Note 4. At any time commencing on October 5, 2015 and ending at such time that all of the shares of the Company’s common stock owned by Golisano LLC may be sold without the requirement for the Company to be in compliance with Rule 144(c)(1) under the Securities Act of 1933, as amended (the “Securities Act”), and otherwise without restriction or limitation pursuant to Rule 144, if the Company fails for any reason to satisfy the current public information requirement under Rule 144(c) (a “Public Information Failure”) then the Company must pay Golisano LLC, in cash, by reason of any such delay in or reduction of its ability to sell such shares, an amount equal to 2 In addition to the 88,771,241 The Company and Golisano LLC have entered into a Registration Rights Agreement, dated as of October 5, 2015, granting Golisano LLC certain registration rights for the shares of common stock sold pursuant to the Golisano SPA. Golisano LLC also has the right to participate in certain future issuances of equity securities (including rights, options or warrants to purchase such equity securities or securities that are convertible or exchangeable into or exercisable for such equity securities) of the Company up to an amount equal to its then-proportional ownership interest in the Company. The Company was required to pay Golisano LLC’s reasonable fees and expenses incurred in connection with the Golisano SPA. October Stock Purchase Agreements On October 21, 2015, the Company entered into separate Stock Purchase Agreements with five investors (collectively, the “October SPAs”). Pursuant to the October SPAs, the Company issued and sold to the investors, each such investor an “accredited investor” as defined in Regulation D (“Reg. D”) promulgated under the Securities Act, on October 21, 2015 an aggregate of 3,448,276 1,000 Van Andel Trust Stock Purchase Agreement 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 Van Andel Trust 3,289,474 0.76 2,500 5,592,105 0.76 Little Harbor Stock Purchase Agreement On June 2, 2015, the Company and Little Harbor entered into a Stock Purchase Agreement (the “Little Harbor SPA”). Pursuant to the Little Harbor SPA, the Company sold Little Harbor 3,289,474 0.76 2,500 Penta Stock Purchase Agreement 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 JL Stock Purchase Agreement 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 Warrant Exercises In April 2015, Capstone exercised the Series A Warrant to purchase a total of 657,895 500 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 On September 29, 2015, the Van Andel Trust exercised in full a warrant issued to the Van Andel Trust by the Company on June 2, 2015. Pursuant to such exercise, the Company issued the Van Andel Trust an aggregate of 12,987,012 0.385 5,000 On September 30, 2015, the Van Andel Trust exercised in full a warrant issued to the Van Andel Trust by the Company on June 2, 2015. Pursuant to such exercise, the Company issued the Van Andel Trust an aggregate of 3,289,474 0.01 33 On September 30, 2015, Little Harbor exercised in full the warrant issued to Little Harbor by the Company on June 2, 2015. Pursuant to such exercise, the Company issued Little Harbor an aggregate of 3,289,474 0.01 33 See Note 15 for other warrants exercised subsequent to December 31, 2015. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 12 INCOME TAXES The Company has recorded a provision for income taxes in 2015 and 2014 of $ 14 61 2015 2014 Income tax benefit at federal statutory rate $ 12,375 $ 7,220 Interest expense (427) (1,550) Equity-based expenses (5,440) - State income taxes, net of federal benefit 801 839 Valuation allowance (7,135) (7,036) Other (188) 466 $ (14) $ (61) 2015 2014 Current asset: Accruals and reserves $ 1,105 $ 688 Valuation allowance (1,105) (688) Less valuation allowance $ - $ - Long-term asset (liability): Depreciation and amortization $ 1,258 $ 920 Accruals and reserves 3,343 326 Deferred revenue 755 817 Net operating loss carryforwards 64,180 60,839 Other 158 74 Valuation allowance (69,694) (62,976) $ - $ - As a result of recurring operating losses, the Company has recorded a full valuation allowance against its net deferred tax assets as of December 31, 2015 and 2014, as management was unable to conclude that it is more likely than not that the deferred tax assets will be realized. The Company had federal net operating loss carryforwards of approximately $ 169,000 153,000 We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Based upon our review and evaluation, during the years ended December 31, 2015 and 2014, we concluded the Company had no unrecognized tax benefit that would affect its effective tax rate if recognized. |
RETIREMENT PROGRAMS
RETIREMENT PROGRAMS | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | NOTE 13 RETIREMENT PROGRAMS The Company maintains a defined contribution retirement plan (the “Plan”) which is qualified under Section 401(k) of the Internal Revenue Code of 1986, as amended. All employees over the age of 18 are eligible for participation in the Plan, on the 1 st st 353 358 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 14 COMMITMENTS AND CONTINGENCIES Litigation From time to time the Company and its subsidiaries are parties to litigation arising in the ordinary course of business operations. Such litigation primarily involves claims for personal injury, property damage, breach of contract and claims involving employee relations and certain administrative proceedings. Based on current information, the Company believes that the ultimate conclusion of the various pending litigation of the Company, in the aggregate, will not have a material adverse effect on the Company’s consolidated financial position, results of operations and cash flows. Leases The Company has operating leases for certain factory, warehouse, office space, and machinery and equipment. Certain leases provide for payment of real estate taxes, common area maintenance, insurance and certain other expenses. Lease terms may have escalating rent provisions and rent holidays that are expensed on a straight-line basis over the term of the lease and expire at various dates through 2028. Certain rent expenditures are made on a month-to-month basis as the underlying operating lease has expired. Total rental expense for operating leases was $ 1,481 988 Certain leases of machinery and office equipment are classified as capital leases and expire at various dates through 2018. Operating Capital Years Ending December 31, Leases Leases 2016 $ 1,404 $ 1,779 2017 1,424 1,480 2018 1,156 1,106 2019 1,172 - 2020 1,182 - Thereafter 8,708 - $ 15,046 $ 4,365 Florida 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 initially leased 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 required the Company to deposit a $ 1,000 st Employee Agreements The Company has entered into employment agreements with certain members of management. The terms of each agreement are different. However, one or all of these agreements include stipulated base salary, bonus potential, vacation benefits, severance and non-competition agreements. Minimum Purchase Commitment The Company entered into an agreement with a certain supplier in April 2013. As part of the agreement, the Company is required to make a minimum purchase with the supplier of at least $ 5,000 5 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 15 RELATED PARTY TRANSACTIONS See Note 8 for discussion of a note payable to Little Harbor, a related party. In addition, pursuant to the Little Harbor SPA discussed in Note 11, the Company sold 3,289,474 shares of its common stock for aggregate proceeds to the Company of $2,500 in the form of periodic payments otherwise due under the note payable. As discussed in Note 9, Little Harbor was also issued a warrant to purchase shares of the Company’s common stock pursuant to the Little Harbor SPA. Also discussed in Note 8 are certain loan guarantees made jointly and severally by Essex and its owner, Ianelli, related parties. See also Note 8 for discussion of a 2014 operating lease with Essex, the 2015 purchase by Essex of certain machinery and equipment from the Company, and the lease back to the Company of same assets. See Note 11 for discussion of stock purchase agreements with the following related parties or stockholders of the Company: the Van Andel Trust, GH and Golisano LLP. As discussed in Note 9, these related parties were generally issued warrants pursuant to the stock purchase agreements. See Note 9 for discussion of the exercise of warrants by the Van Andel Trust and Little Harbor. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 16 SUBSEQUENT EVENTS Golisano Promissory Notes and Warrants On January 28, 2016, Golisano LLC lent the Company $ 2,500 January 28, 2016 8.5 104 1,136,363 0.01 1,136,363 February 28, 2022 On March 21, 2016, Golisano LLC lent the Company $ 7,000 March 21, 2019 8.5 292 3,181,816 0.01 GREAT HARBOR CAPITAL, LLC Notes and Warrants On January 28, 2016, GH lent the Company $ 2,500 January 28, 2019 8.5 104 1,136,363 0.01 1,136,363 February 28, 2022 On March 21, 2016, GH lent the Company $ 7,000 March 21, 2019 8.5 292 3,181,816 0.01 JL-Utah Sub, LLC Note and Warrant On April 5, 2016, JL-Utah Sub, LLC (“JL-US”) lent the Company $ 500 8.5 21 227,273 0.01 227,273 Warrant Exercises As discussed in Note 9, the Company issued JL warrants to purchase an aggregate of 2,329,400 0.01 930,538 0 257,457 0 As discussed in Note 9, the Company issued Golisano LLC the Golisano Warrant to purchase up to 12,697,977 0.001 509,141 0 Separation and Release Agreement The employment of Thomas A. Tolworthy as President and Chief Executive Officer of the Company was terminated by the Company on March 16, 2016 (the “Termination Date”). On March 23, 2016, the Company and Mr. Tolworthy entered into a Separation and Release Agreement (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company agreed to: (i) purchase from Mr. Tolworthy, not later than April 13, 2016, 35,551,724 shares of the Company’s common stock for an aggregate price of $500; (ii) pay the cost of Mr. Tolworthy’s health insurance continuation coverage available under the federal COBRA law for the 12 months following the Termination Date; and (iii) pay Mr. Tolworthy $44 as settlement for accrued vacation pay. Pursuant to the Separation Agreement, the Company provided notice of its request that Mr. Tolworthy surrender 9,306,898 The Separation Agreement included mutual release, standstill, and similar provisions typical for this type of separation agreement. Issuance of Common Shares On April 5, 2016, the Company issued a total of 822,730 Purchases of Employee Stock Subsequent to December 31, 2015, the Company purchased an aggregate of 2,559,388 0 |
NATURE OF OPERATIONS AND SUMM23
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 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 subsidiary, Twinlab Consolidation Corporation (“TCC”); TCC’s wholly owned subsidiaries, Twinlab Holdings, Inc. (formerly known as Idea Sphere Inc.) (“THI”), NutraScience Labs, Inc. (“NutraScience”), NutraScience Labs IP Corporation, and Organic Holdings LLC (“Organic Holdings”); THI’s wholly owned subsidiaries, Twinlab Corporation (sometimes referred to herein as “Twinlab”) and ISI Brands, Inc. (“ISI”); and Organic Holdings’ wholly owned subsidiaries, CocoaWell, LLC, Fembody, LLC, InnoVitamin Organics, LLC, Joie Essance, LLC, Organics Management LLC, Re-Body, LLC, Reserve Life Organics, LLC, ResVitale, LLC, Reserve Life Nutrition, L.L.C. and Innovita Specialty Distribution LLC. 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 and Reserveage TM TM |
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. |
Organic Holdings Purchase Agreement [Policy Text Block] | As further discussed in Note 4, on October 5, 2015, TCC acquired all the outstanding equity interests of Organic Holdings a marketer and distributor of nutritional products. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
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, allowance for doubtful accounts, reserves for inventory obsolescence, recoverability of long-lived assets and the estimated value of warrants and derivative liabilities. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash At December 31, 2014, the Company had restricted cash of $ 370 |
Marketable Securities, Policy [Policy Text Block] | Marketable Securities Marketable securities consist of equity securities. The Company designates the classification of its marketable securities at the time of purchase and reevaluates this designation as of each balance sheet date. As of December 31, 2015 and 2014, the Company classified its marketable securities as available-for-sale, and these securities are recorded at their quoted market values. The cost of a security sold or the amount reclassified out of accumulated other comprehensive income into earnings is determined by specific identification of the security. Unrealized holding gains or losses on available-for-sale securities are excluded from income and are reported in accumulated other comprehensive income until realized. Losses are also recognized when management has determined that there has been an other-than-temporary decline in fair value. As of December 31, 2015, the Company has recorded a 100% allowance for loss on its marketable securities. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value Measurements The Company defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities, which are required to be recorded at fair value, the Company considers the principal or most advantageous market in which the Company would transact and the market-based risk measurements or assumptions that market participants would use in pricing the asset or liability, such as inherent risk, transfer restrictions and credit risk. The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 December 31, 2014 Total Level 1 Level 2 Level 3 Marketable securities $ 29 $ 29 $ - $ - |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowances Substantially all of the Company’s accounts receivable are from distributors or mass-market customers. The Company grants credit to customers and generally does not require collateral or other security. The Company performs credit evaluations of its customers and provides for expected claims related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. These allowances approximated $ 1,494 2,372 |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or market, with costs determined using the weighted average cost method. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 35 7 10 8 3 Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 30 The Company believes that its long-term growth strategy supports its fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of the Company’s projections and the execution of key initiatives related to revenue growth and improved profitability. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $ 4,132 3,691 |
Advertising Costs, Policy [Policy Text Block] | Advertising and Promotion Costs The Company advertises its branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. The Company’s advertising expenses were $ 2,509 1,175 |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are expensed as incurred and totaled $ 1,577 1,559 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company accounts for income taxes using an asset and liability approach. Deferred income taxes are determined by applying currently enacted tax laws and rates to cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Valuation allowances against deferred tax assets are recorded when management concludes that it is more likely than not that such deferred tax assets will not be realized. The Company’s federal and state income tax returns prior to the year ended December 31, 2012 are closed, and management continually evaluates expiring statutes of limitations, audits, proposed settlements, changes in tax law and new authoritative rulings. The Company recognizes interest and penalties associated with uncertain tax positions as part of selling, general and administrative expenses and includes accrued interest and penalties with the related tax liability in the consolidated balance sheets. The Company may from time to time be assessed interest and/or penalties by major taxing jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s consolidated financial results. In the event the Company receives an assessment for interest and/or penalties, it has been classified in the consolidated statement of comprehensive loss as selling, general and administrative expenses. The Company has concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share Basic net income or loss per common share is computed by dividing net income or loss by the weighted average number of common shares outstanding during the period. Diluted net income or loss per common share 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 using the treasury stock method and the average market price per share during the period. For the years ended December 31, 2015 and 2014, the diluted weighted average number of shares is the same as the basic weighted average number of shares as the inclusion of any common stock equivalents would be anti-dilutive. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Sales to the Company’s top three customers aggregated to approximately 23 26 15 12 24 One vendor accounted for approximately 12% of product purchases during 2015. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts in the 2014 consolidated financial statements have been reclassified to conform with the current year presentation. |
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 consolidated financial statements were not impacted by the early adoption of this Update. In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606)”. ASU 2014-09 amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a five-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after December 15, 2016; however, in July 2015, the FASB agreed to delay the effective date by one year. The proposed deferral may permit early adoption, but would not allow adoption any earlier than the original effective date of the standard. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently assessing the impact the adoption of ASU 2014-09, including possible transition alternatives, will have on our consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)”. The amendments in this ASU revise the accounting related to lessee accounting. Under the new guidance, lessees will be required to recognize a lease liability and a right-of-use asset for all leases. The new lease guidance also simplifies the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. The amendments in this ASU are effective for public companies for fiscal years beginning after December 15, 2018 and are to be applied through a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. Early adoption is permitted. We are currently unable to determine the impact on our consolidated financial statements of the adoption of this new accounting pronouncement. |
NATURE OF OPERATIONS AND SUMM24
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 2015 and 2014. December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 December 31, 2014 Total Level 1 Level 2 Level 3 Marketable securities $ 29 $ 29 $ - $ - |
NUTRICAP ASSET ACQUISITION (Tab
NUTRICAP ASSET ACQUISITION (Tables) - Nutricap Labs, LLC [Member] | 12 Months Ended |
Dec. 31, 2015 | |
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 |
ORGANIC HOLDINGS ACQUISITION (T
ORGANIC HOLDINGS ACQUISITION (Tables) - Organic Holdings, LLC [Member] | 12 Months Ended |
Dec. 31, 2015 | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | The aggregate consideration for the acquisition is comprised of the following: Cash $ 39,710 Deposit paid in 2014 2,000 Total purchase price $ 41,710 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | The purchase price has been allocated as follows: Intangible assets $ 22,452 Goodwill 15,280 Other net assets 3,978 Total $ 41,710 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following at December 31: 2015 2014 Raw materials $ 4,625 $ 8,757 Work in process 1,130 2,492 Finished goods 10,084 8,738 15,839 19,987 Reserve for obsolete inventory (2,112) (1,569) $ 13,727 $ 18,418 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | 2015 2014 Machinery and equipment $ 10,997 $ 10,366 Computers and other 7,106 6,593 Aquifer 482 482 Leasehold improvements 1,518 1,515 Construction-in-progress 1,291 - Land - 577 21,394 19,533 Accumulated depreciation and amortization (17,682) (16,853) $ 3,712 $ 2,680 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | 2015 2014 Trademarks $ 18,066 $ 8,456 Customer relationships 19,110 3,510 Other 753 - 37,929 11,966 Accumulated amortization (5,518) (4,402) $ 32,411 $ 7,564 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated aggregate amortization expense for the intangible assets for each of the five fiscal years subsequent to 2015 is as follows: Years Ending December 31, 2016 $ 818 2017 818 2018 818 2019 818 2020 818 Thereafter 28,321 $ 32,411 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | NOTE 8 DEBT 2015 2014 Related-Party Debt: $ 6,615 $ 9,797 Senior Credit Facility: 9,263 - Notes Payable: 6,612 4,994 Note Payable: 1,342 - Vendor Term Notes: 1,475 520 Note Payable: 250 - Capital Lease Obligations: 3,868 2,169 Senior Credit Facility: - 8,945 Total 29,425 26,425 Less current portion (16,564) (13,653) Long-term debt $ 12,861 $ 12,772 |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Future aggregate maturities of debt as of December 31, 2015 were as follows: Years Ending December 31, 2016 $ 16,564 2017 1,821 2018 2,043 2019 7,397 2020 1,600 $ 29,425 |
WARRANTS, COMMON STOCK PUT AG31
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Average Shares Exercise Price Outstanding, December 31, 2013 - $ - Granted 84,683,227 0.72 Canceled / Expired - - Exercised - - Outstanding, December 31, 2014 84,683,227 0.72 Granted 32,844,791 0.25 Canceled / Expired (68,359,761) 0.71 Exercised (20,881,750) 0.29 Outstanding, December 31, 2015 28,286,507 $ 0.53 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | During the year ended December 31, 2015, the Company had the following activity in its derivative liabilities account: Derivative liabilities at December 31, 2014 $ - Addition to liabilities for new warrants and put option issued 28,195 Amend warrants (10,989) Expiration of put option (66) Loss on change in fair value of derivative liabilities 15,951 Derivative liabilities at December 31, 2015 $ 33,091 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The income tax (provision) benefit differs from the amount computed at federal statutory rates for the years ended December 31, 2015 and 2014 as follows: 2015 2014 Income tax benefit at federal statutory rate $ 12,375 $ 7,220 Interest expense (427) (1,550) Equity-based expenses (5,440) - State income taxes, net of federal benefit 801 839 Valuation allowance (7,135) (7,036) Other (188) 466 $ (14) $ (61) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets (liabilities) are comprised of the following at December 31: 2015 2014 Current asset: Accruals and reserves $ 1,105 $ 688 Valuation allowance (1,105) (688) Less valuation allowance $ - $ - Long-term asset (liability): Depreciation and amortization $ 1,258 $ 920 Accruals and reserves 3,343 326 Deferred revenue 755 817 Net operating loss carryforwards 64,180 60,839 Other 158 74 Valuation allowance (69,694) (62,976) $ - $ - |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Lease Payments for Capital Leases And Operating Leases [Table Text Block] | The future minimum lease payments in the aggregate are as follows: Operating Capital Years Ending December 31, Leases Leases 2016 $ 1,404 $ 1,779 2017 1,424 1,480 2018 1,156 1,106 2019 1,172 - 2020 1,182 - Thereafter 8,708 - $ 15,046 $ 4,365 |
NATURE OF OPERATIONS AND SUMM35
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | $ 33,091 | $ 0 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative Liability | 33,091 | |
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 | 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 | 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 | |
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 | $ 33,091 | |
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 |
NATURE OF OPERATIONS AND SUMM36
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Concentration Risk [Line Items] | ||
Restricted Cash and Cash Equivalents | $ 0 | $ 370 |
Allowance for Doubtful Accounts Receivable, Current | 1,494 | 2,372 |
Advertising Expense | 2,509 | 1,175 |
Research and Development Expense | 1,577 | 1,559 |
Selling, General and Administrative Expenses [Member] | ||
Concentration Risk [Line Items] | ||
Shipping, Handling and Transportation Costs | $ 4,132 | $ 3,691 |
Furniture and Fixtures [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 8 years | |
Computer Equipment [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 3 years | |
Building [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 35 years | |
Maximum [Member] | Trademarks and Customer Relationships [Member] | ||
Concentration Risk [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Minimum [Member] | Trademarks and Customer Relationships [Member] | ||
Concentration Risk [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Concentration Risk [Line Items] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 23.00% | 26.00% |
Sales Revenue, Net [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 15.00% | 12.00% |
Accounts Receivable [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 24.00% | 24.00% |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) $ in Thousands | Jan. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Going Concern [Line Items] | ||||
Retained Earnings (Accumulated Deficit) | $ (223,788) | $ (187,378) | ||
Stockholders' Equity Attributable to Parent | (271) | (4,637) | $ (75,935) | |
Working Capital Deficiency | 47,216 | |||
Cash and Cash Equivalents, at Carrying Value, Total | 1,240 | $ 437 | ||
Long-term Debt | $ 29,425 | |||
Subsequent Event [Member] | ||||
Going Concern [Line Items] | ||||
Long-term Debt | $ 19,500 |
NUTRICAP ASSET ACQUISITION (Det
NUTRICAP ASSET ACQUISITION (Details) - Nutricap Labs, LLC [Member] $ in Thousands | Dec. 31, 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 (D39
NUTRICAP ASSET ACQUISITION (Details) (Parenthetical) - Nutricap Labs, LLC [Member] $ in Thousands | Dec. 31, 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 (D40
NUTRICAP ASSET ACQUISITION (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill | $ 24,098 | $ 0 |
Nutricap Labs, LLC [Member] | ||
Customer relationships | 3,510 | |
Goodwill | 8,818 | |
Total | $ 12,328 |
NUTRICAP ASSET ACQUISITION (D41
NUTRICAP ASSET ACQUISITION (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2015 | Feb. 04, 2015 |
Penalty payable | $ 250 | |
Promissory Note [Member] | ||
Debt Instrument, Face Amount | 2,750 | |
Nutricap Labs, LLC [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 | |
Nutricap Labs, LLC [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% |
ORGANIC HOLDINGS ACQUISITION (D
ORGANIC HOLDINGS ACQUISITION (Details) - Organic Holdings, LLC [Member] $ in Thousands | Dec. 31, 2015USD ($) |
Business Combination, Contingent Consideration, Asset | $ 41,710 |
Cash In Business Combination [Member] | |
Business Combination, Contingent Consideration, Asset | 39,710 |
Deposit Paid [Member] | |
Business Combination, Contingent Consideration, Asset | $ 2,000 |
ORGANIC HOLDINGS ACQUISITION 43
ORGANIC HOLDINGS ACQUISITION (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill | $ 24,098 | $ 0 |
Organic Holdings, LLC [Member] | ||
Intangible assets | 22,452 | |
Goodwill | 15,280 | |
Other net assets | 3,978 | |
Total | $ 41,710 |
ORGANIC HOLDINGS ACQUISITION 44
ORGANIC HOLDINGS ACQUISITION (Details Textual) - USD ($) $ in Thousands | Oct. 05, 2015 | Sep. 30, 2014 | Dec. 31, 2015 |
Customer Relationships Trade Names And Other Intangible Assets [Member] | Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Customer Relationships Trade Names And Other Intangible Assets [Member] | Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Organic Holdings, LLC [Member] | |||
Equity Method Investment, Ownership Percentage | 100.00% | ||
Payments to Acquire Businesses, Gross | $ 2,000 | ||
Business Combination, Consideration Transferred, Total | $ 41,710 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory [Line Items] | ||
Raw materials | $ 4,625 | $ 8,757 |
Work in process | 1,130 | 2,492 |
Finished goods | 10,084 | 8,738 |
Inventory, Gross | 15,839 | 19,987 |
Reserve for obsolete inventory | (2,112) | (1,569) |
Inventory, Net | $ 13,727 | $ 18,418 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 21,394 | $ 19,533 |
Accumulated depreciation and amortization | (17,682) | (16,853) |
Property, Plant and Equipment, Net | 3,712 | 2,680 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 10,997 | 10,366 |
Computers and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,106 | 6,593 |
Aquifer [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 482 | 482 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,518 | 1,515 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 1,291 | 0 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 0 | $ 577 |
PROPERTY AND EQUIPMENT (Detai47
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Dec. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation, Total | $ 526 | $ 598 | |||
Land, Buildings and Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 15 years | ||||
Machinery and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital Leased Assets, Gross | $ 1,737 | $ 2,169 | |||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 36 months | 36 months |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 37,929 | $ 11,966 |
Accumulated amortization | (5,518) | (4,402) |
Finite-Lived Intangible Assets, Net | 32,411 | 7,564 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 18,066 | 8,456 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 19,110 | 3,510 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 753 | $ 0 |
INTANGIBLE ASSETS (Details 1)
INTANGIBLE ASSETS (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Net | $ 32,411 | $ 7,564 |
Trademarks and Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
2,016 | 818 | |
2,017 | 818 | |
2,018 | 818 | |
2,019 | 818 | |
2,020 | 818 | |
Thereafter | 28,321 | |
Finite-Lived Intangible Assets, Net | $ 32,411 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 1,116 | $ 468 |
Trademarks [Member] | Maximum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Trademarks [Member] | Minimum [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 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 | 15 years | |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years |
DEBT (Details)
DEBT (Details) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||
Capital Lease Obligations: Capital leases with interest rates ranging from 10.25% to 10.50% and maturity dates ranging from October 2016 to July 2017, secured by certain manufacturing equipment, net of discount of $496 in 2015 | $ 3,868 | $ 2,169 |
Total | 29,425 | 26,425 |
Less current portion | (16,564) | (13,653) |
Long-term debt | 12,861 | 12,772 |
Notes Payable maturing in November 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 6,612 | 4,994 |
Note Payable maturing in February 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 1,342 | 0 |
Unsecured note payable maturity February 2015 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 250 | 0 |
Revolving Credit Facility 15,000 asset-based [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 9,263 | 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 | 6,615 | 9,797 |
Vendor Term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 1,475 | $ 520 |
DEBT (Details 1)
DEBT (Details 1) $ in Thousands | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |
2,016 | $ 16,564 |
2,017 | 1,821 |
2,018 | 2,043 |
2,019 | 7,397 |
2,020 | 1,600 |
Total | $ 29,425 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2015 | Nov. 13, 2014 | Dec. 30, 2015 | Jun. 30, 2015 | Jan. 22, 2015 | Jul. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Unamortized Discount | $ 7,378 | $ 3,006 | |||||||
Debt Instrument Maturity Date Period | June 15, 2016 | ||||||||
Percentage Of Unused Line Fee Per Month | 0.042% | ||||||||
Percentage Of Management Fee Per Month | 0.10% | ||||||||
Share Price | $ 2.29 | ||||||||
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.The respective financing agreements were Subsequently 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 covenants of negative $2,500 and negative $1,750 for quarter ended December 31,2015.and the six month period ending March 31, 2016, respectively. Consequently, we believe the presentation of debt as current or long-term liabilities in our consolidated balance sheet as of December 31, 2015 is in accordance with the terms of our debt agreements. | ||||||||
Operating Leases, Future Minimum Payments Due | $ 15,046 | ||||||||
Sale Leaseback Transaction, Net Proceeds, Investing Activities, Total | $ 496 | ||||||||
Adjusted Earnings Before Interest Taxes Depreciation and Amortization | 2,500 | ||||||||
Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Adjusted Earnings Before Interest Taxes Depreciation and Amortization | $ 1,750 | ||||||||
Machinery and Equipment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Fee Amount | $ 2,750 | ||||||||
Machinery and equipment sold aggregate purchase price | $ 2,900 | ||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 36 months | 36 months | |||||||
Operating Leases, Rent Expense, Net, Total | $ 96 | ||||||||
commercial lease 1 member [Member] | Machinery and Equipment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Operating Leases, Future Minimum Payments Due | $ 89 | ||||||||
commercial lease 2 member [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Operating Leases, Future Minimum Payments Due | $ 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 | ||||||||
Penta [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Periodic Payment | $ 613 | ||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | ||||||||
Increased Debt Instrument Periodic Payment | 130 | ||||||||
Proceeds from Notes Payable | $ 2,000 | $ 8,000 | |||||||
JL [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Periodic Payment | 250 | ||||||||
Increased Debt Instrument Periodic Payment | 350 | ||||||||
Proceeds from Notes Payable | 5,000 | ||||||||
Notes Payable, Other Payables [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Increased Debt Instrument Periodic Payment | 520 | ||||||||
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, Periodic Payment | $ 90 | $ 360 | |||||||
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, Periodic Payment | $ 307 | ||||||||
Debt Instrument, Maturity Date | Feb. 13, 2020 | ||||||||
Notes Payable maturing in November 2019 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Debt Instrument, Unamortized Discount | $ 3,389 | $ 3,006 | |||||||
Debt Instrument Maturity Date Period | November 2,019 | ||||||||
Note Payable maturing in February 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||
Debt Instrument, Unamortized Discount | $ 3,658 | ||||||||
Debt Instrument Maturity Date Period | February 2,020 | ||||||||
Promissory note payable 6.0 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 2,500 | ||||||||
Debt Instrument, Interest Rate During Period | 6.00% | ||||||||
Nutricap Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||||||||
Debt Conversion, Original Debt, Amount | $ 250 | ||||||||
Debt Instrument, Maturity Date | Jan. 1, 2016 | ||||||||
Debt Instrument, Face Amount | $ 2,500 | ||||||||
Debt Instrument, Fee Amount | $ 2,750 | ||||||||
Promissory note payable 3.0 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | ||||||||
Debt Instrument, Face Amount | $ 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] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 15,000 | ||||||||
Debt Instrument, Unamortized Discount | $ 586 | ||||||||
Debt Instrument, Maturity Date | Jan. 22, 2018 | ||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 5% | ||||||||
Revolving Credit Facility, Maximum Borrowing Capacity | $ 15,000 | ||||||||
Revolving Credit Facility 9,500 asset-based [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 9,500 | ||||||||
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 | $ 496 | ||||||||
Debt Instrument Maturity Date Period | October 2016 to July 2017 | ||||||||
Capital Lease Obligations [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.50% | ||||||||
Capital Lease Obligations [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.25% | ||||||||
Vendor Term Notes [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.50% | ||||||||
Vendor Term Notes [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||
Vendor Term Notes One [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument Maturity Date Period | April 21, 2016 | ||||||||
Vendor Term Notes Two [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument Maturity Date Period | April 29, 2016 |
WARRANTS, COMMON STOCK PUT AG54
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS (Details) - Warrant [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares Outstanding, | 84,683,227 | 0 |
Shares Granted | 32,844,791 | 84,683,227 |
Shares Canceled / Expired | (68,359,761) | 0 |
Shares Exercised | (20,881,750) | 0 |
Outstanding, December 31, 2015 | 28,286,507 | 84,683,227 |
Shares, Outstanding, Weighted Average Exercise Price | $ 0.72 | $ 0 |
Shares Grants in Period, Weighted Average Exercise Price | 0.25 | 0.72 |
Shares Canceled / Expired, Weighted Average Exercise Price | 0.71 | 0 |
Shares Exercised, Weighted Average Exercise Price | 0.29 | 0 |
Shares Outstanding, Weighted Average Exercise Price | $ 0.53 | $ 0.72 |
WARRANTS, COMMON STOCK PUT AG55
WARRANTS, COMMON STOCK PUT AGREEMENT AND REGISTRATION RIGHTS AGREEMENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Sep. 10, 2015 | Aug. 14, 2015 | Jun. 02, 2015 | Feb. 06, 2015 | Feb. 04, 2015 | Dec. 15, 2014 | Nov. 13, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | May. 28, 2015 | Apr. 30, 2015 | Jan. 22, 2015 | Sep. 30, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 05, 2015 | Jul. 23, 2015 | Jul. 07, 2015 | Sep. 03, 2014 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||||||
Share Price | $ 2.29 | ||||||||||||||||||
Proceeds from Warrant Exercises | $ 6,066 | $ 0 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 12,697,977 | ||||||||||||||||||
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 | 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. | ||||||||||||||||||
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 | 807,018 | 4,960,740 | |||||||||||||||||
Proceeds from Notes Payable | $ 2,000 | ||||||||||||||||||
Stock Issued During Period, Cancelled | 807,018 | ||||||||||||||||||
Little Harbor [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 | ||||||||||||||||||
Share Price | $ 5.06 | ||||||||||||||||||
Proceeds from Warrant Exercises | $ 33 | ||||||||||||||||||
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 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. | ||||||||||||||||||
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 | ||||||||||||||||||
JL Properties, Inc [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 | 403,509 | ||||||||||||||||||
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 the Senior 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 | 4,000,000 | ||||||||||||||||||
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 | 6,000,000 | ||||||||||||||||||
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 | 2,000,000 | ||||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 30, 2016 | ||||||||||||||||||
Series B Warrant [Member] | Capstone [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 | $ 0.76 | |||||||||||||||||
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 | ||||||||||||||||||
First Warrant [Member] | Warrant [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
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 | ||||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jun. 30, 2020 | ||||||||||||||||||
Share Price | $ 0.01 | ||||||||||||||||||
Golisano Warrant [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Class of Warrant or Right, Outstanding | 12,122,789 | ||||||||||||||||||
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 | ||||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jan. 22, 2018 | ||||||||||||||||||
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 | $ 1 | $ 0.01 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 434,809 | 2,329,400 | |||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Feb. 13, 2020 | Feb. 13, 2020 | |||||||||||||||||
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 | 4,960,740 | 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] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 5,000 | $ 33 | |||||||||||||||||
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 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. | ||||||||||||||||||
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 |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Derivative liabilities at December 31, 2014 | $ 0 |
Addition to liabilities for new warrants and put option issued | 28,195 |
Amend warrants | (10,989) |
Expiration of put option | (66) |
Loss on change in fair value of derivative liabilities | 15,951 |
Derivative liabilities at December 31, 2015 | $ 33,091 |
DERIVATIVE LIABILITIES (Detai57
DERIVATIVE LIABILITIES (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative Liability | $ 33,091 | $ 0 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Oct. 05, 2015 | Jul. 07, 2015 | Jun. 02, 2015 | Oct. 31, 2015 | Oct. 21, 2015 | Sep. 30, 2015 | Sep. 29, 2015 | Jul. 23, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Jul. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Oct. 04, 2015 | May. 28, 2015 | Dec. 15, 2014 | Sep. 30, 2014 | Sep. 16, 2014 | Sep. 03, 2014 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 12,697,977 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||||||
Proceeds from Warrant Exercises | $ 6,066 | $ 0 | |||||||||||||||||
Proceeds from Issuance of Common Stock | 40,497 | 40 | |||||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 6,066 | ||||||||||||||||||
Stock Subscription Receivable Interest Rate | 5.00% | ||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | ||||||||||||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30 | $ 100 | |||||||||||||||||
Share Price | $ 2.29 | ||||||||||||||||||
Reduction of Liability on Sale of Stock, Aggregate Fee Percentage | 2.00% | ||||||||||||||||||
October Stock Purchase Agreements [Member] | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,448,276 | ||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 1,000 | ||||||||||||||||||
New Surrender Agreement [Member] | |||||||||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 9,306,898 | ||||||||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 60,470,957 | ||||||||||||||||||
Original Surrender Agreement [Member] | |||||||||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 26,564,030 | ||||||||||||||||||
Stock Repurchase Program, Number of Shares Authorized to be Repurchased | 33,906,927 | ||||||||||||||||||
Additional Surrender Agreement [Member] | |||||||||||||||||||
Treasury Stock, Shares, Acquired | 3,448,276 | ||||||||||||||||||
Common Stock [Member] | |||||||||||||||||||
Stock Repurchased During Period, Shares | 494,406 | ||||||||||||||||||
Stock Repurchased During Period, Value | $ 0 | ||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 20,881,750 | ||||||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 21 | ||||||||||||||||||
Treasury Stock, Shares, Acquired | 0 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 136,828,301 | 20,000,000 | |||||||||||||||||
Van Andel Trust [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.385 | |||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 3,289,474 | 12,987,012 | |||||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 33 | $ 5,000 | |||||||||||||||||
Van Andel Trust [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.76 | ||||||||||||||||||
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 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,289,474 | ||||||||||||||||||
Little Harbor [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||
Proceeds from Warrant Exercises | $ 33 | ||||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 3,289,474 | ||||||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 33 | ||||||||||||||||||
Share Price | $ 5.06 | ||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 3,289,474 | ||||||||||||||||||
Little Harbor [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||
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 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,289,474 | ||||||||||||||||||
Penta [Member] | Common Stock [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||
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 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 807,018 | ||||||||||||||||||
JL [Member] | Common Stock [Member] | |||||||||||||||||||
Shares Issued, Price Per Share | $ 0.76 | ||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 307 | ||||||||||||||||||
Amount payable under outstanding debt agreement | $ 307 | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 403,509 | ||||||||||||||||||
Capstone [Member] | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,461,988 | ||||||||||||||||||
Share Price | $ 0.01 | ||||||||||||||||||
GREAT HARBOR CAPITAL, LLC [Member] | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 41,379,310 | ||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 12,000 | ||||||||||||||||||
Golisano LLC [Member] | |||||||||||||||||||
Sale of Stock, Number of Shares Issued in Transaction | 88,711,241 | ||||||||||||||||||
Sale of Stock, Consideration Received on Transaction | $ 25,000 | ||||||||||||||||||
Sale of Stock, Percentage of Ownership after Transaction | 30.00% | ||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 88,771,241 | ||||||||||||||||||
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 | ||||||||||||||||||
Series B 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 | 22,368,421 | ||||||||||||||||||
Series B Warrant [Member] | Capstone [Member] | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.76 | $ 0.76 | |||||||||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 526,316 | 131,579 | |||||||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 400 | $ 100 | |||||||||||||||||
Mr. Tolworthy [Member] | |||||||||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 22,092,277 | 65,306,102 | 9,306,898 | ||||||||||||||||
Treasury Stock, Shares, Acquired | 86,011,510 | ||||||||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 9,234,002 | ||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income tax benefit at federal statutory rate | $ 12,375 | $ 7,220 |
Interest expense | (427) | (1,550) |
Equity-based expenses | (5,440) | 0 |
State income taxes, net of federal benefit | 801 | 839 |
Valuation allowance | (7,135) | (7,036) |
Other | (188) | 466 |
Income Tax Expense (Benefit) | $ (14) | $ (61) |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current asset: | ||
Accruals and reserves | $ 1,105 | $ 688 |
Valuation allowance | (1,105) | (688) |
Less valuation allowance | 0 | 0 |
Long-term asset (liability): | ||
Valuation allowance | (69,694) | (62,976) |
Deferred Tax Assets, Net of Valuation Allowance, Noncurrent | 0 | 0 |
Depreciation And Amortization [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | 1,258 | 920 |
Accruals And Reserves [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | 3,343 | 326 |
Deferred Revenue [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | 755 | 817 |
Net Operating Loss Carryforwards [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | 64,180 | 60,839 |
Other [Member] | ||
Long-term asset (liability): | ||
Deferred Tax Assets, Gross, Noncurrent | $ 158 | $ 74 |
INCOME TAXES (Details Textual)
INCOME TAXES (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Expense (Benefit) | $ 14 | $ 61 |
Operating Loss Carryforwards | 153,000 | |
State and Local Jurisdiction [Member] | ||
Income Tax Expense (Benefit) | 14 | $ 61 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 169,000 |
RETIREMENT PROGRAMS (Details Te
RETIREMENT PROGRAMS (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Defined Contribution Plan Disclosure [Line Items] | ||
Description of Defined Contribution Pension and Other Postretirement Plans | The Plan is a safe harbor plan, requiring the Company to match 100% of the first 1% of eligible salary contributed per pay period by participating employees, and to match 50% on the next 5% of eligible salary contributed per pay day period by participating employees (with matching capped at 6% per pay period). | |
Defined Contribution Plan, Administrative Expenses | $ 353 | $ 358 |
COMMITMENTS AND CONTINGENCIES63
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands | Dec. 31, 2015USD ($) |
Operating Leases, Years Ending December 31, | |
2,016 | $ 1,404 |
2,017 | 1,424 |
2,018 | 1,156 |
2,019 | 1,172 |
2,020 | 1,182 |
Thereafter | 8,708 |
Operating Leases, Future Minimum Payments Due | 15,046 |
Capital Leases, Years Ending December 31, | |
2,016 | 1,779 |
2,017 | 1,480 |
2,018 | 1,106 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Capital Leases, Future Minimum Payments Due | $ 4,365 |
COMMITMENTS AND CONTINGENCIES64
COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Apr. 07, 2015 | Apr. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | |
Other Commitments [Line Items] | ||||
Operating Leases, Rent Expense | $ 4,466 | $ 1,481 | $ 988 | |
Long-term Purchase Commitment, Amount | $ 5,000 | |||
Long-term Purchase Commitment, Period | 5 years | |||
Traded Market Capitalization | 50,000 | |||
Letters of Credit Outstanding, Amount | 1,000 | |||
Maximum [Member] | ||||
Other Commitments [Line Items] | ||||
Operating Leases, Rent Expense | $ 4,552 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - Little Harbor [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($)shares | |
Sale of Stock, Number of Shares Issued in Transaction | shares | 3,289,474 |
Notes Payable, Related Parties, Current | $ | $ 2,500 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Apr. 05, 2016 | Feb. 04, 2016 | Mar. 23, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Apr. 14, 2016 | Jul. 31, 2015 | Dec. 31, 2015 | Oct. 05, 2015 | Oct. 04, 2015 | Sep. 16, 2014 | Sep. 03, 2014 |
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 12,697,977 | |||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 6,066 | |||||||||||
JL Warrants [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 2,329,400 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 822,730 | |||||||||||
Subsequent Event [Member] | Golisano Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2016 | |||||||||||
Unsecured Debt | $ 2,500 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 104 | |||||||||||
Subsequent Event [Member] | Golisano Warrants [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,136,363 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | |||||||||||
Warrants Expiration Period | February 28, 2022 | |||||||||||
Subsequent Event [Member] | Second Golisano Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | |||||||||||
Unsecured Debt | $ 7,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292 | |||||||||||
Subsequent Event [Member] | Second Golisano Warrant [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,181,816 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||
Subsequent Event [Member] | Great Harbour Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | |||||||||||
Unsecured Debt | $ 2,500 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 104 | |||||||||||
Subsequent Event [Member] | Great Harbour Warrants [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,136,363 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | |||||||||||
Warrants Expiration Period | February 28, 2022 | |||||||||||
Subsequent Event [Member] | Second Great Harbour Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | |||||||||||
Unsecured Debt | $ 7,000 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292 | |||||||||||
Subsequent Event [Member] | Second Great Harbour Warrant [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,181,816 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||
Subsequent Event [Member] | JL-US Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 227,273 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | |||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 227,273 | |||||||||||
Warrants Expiration Period | March 21, 2022 | |||||||||||
Unsecured Debt | $ 500 | |||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||
Debt Instrument, Periodic Payment, Principal | $ 21 | |||||||||||
Common Stock [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Repurchased During Period, Shares | 494,406 | |||||||||||
Stock Repurchased During Period, Value | $ 0 | |||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 21 | |||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 20,881,750 | |||||||||||
Common Stock [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Repurchased During Period, Shares | 2,559,388 | |||||||||||
Stock Repurchased During Period, Value | $ 0 | |||||||||||
Mr. Tolworthy [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 22,092,277 | 65,306,102 | 9,306,898 | |||||||||
Mr. Tolworthy [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Separation and Release Agreement, Description | (i) purchase from Mr. Tolworthy, not later than April 13, 2016, 35,551,724 shares of the Companys common stock for an aggregate price of $500; (ii) pay the cost of Mr. Tolworthys health insurance continuation coverage available under the federal COBRA law for the 12 months following the Termination Date; and (iii) pay Mr. Tolworthy $44 as settlement for accrued vacation pay. | |||||||||||
Golisano LLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.001 | |||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 12,697,977 | |||||||||||
Golisano LLC [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 0 | |||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 509,141 | |||||||||||
Investor One [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 0 | |||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 930,538 | |||||||||||
Investor Two [Member] | Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Stock Issued During Period, Value, Warrants Exercised | $ 0 | |||||||||||
Stock Issued During Period, Shares, Warrants Exercised | 257,457 |