Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 16, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | TWINLAB CONSOLIDATED HOLDINGS, INC. | |
Entity Central Index Key | 1,590,695 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | TLCC | |
Entity Common Stock, Shares Outstanding | 249,204,088 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 13,283 | $ 1,240 |
Accounts receivable, net of allowance of $2,559 and $1,494, respectively | 6,521 | 7,880 |
Inventories, net | 11,960 | 13,727 |
Prepaid expenses and other current assets | 2,588 | 1,657 |
Total current assets | 34,352 | 24,504 |
Property and equipment, net | 3,565 | 3,712 |
Intangible assets, net | 31,905 | 32,411 |
Goodwill | 24,098 | 24,098 |
Other assets | 1,476 | 1,475 |
Total assets | 95,396 | 86,200 |
Current liabilities: | ||
Accounts payable | 15,762 | 16,753 |
Accrued expenses and other current liabilities | 10,483 | 5,312 |
Derivative liabilities | 18,126 | 33,091 |
Notes payable and current portion of long-term debt, net of discount of $678 and $751, respectively | 16,271 | 16,564 |
Total current liabilities | 60,642 | 71,720 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,849 | 1,890 |
Notes payable and long-term debt, net of current portion and discount of $6,886 and $7,378, respectively | 30,148 | 12,861 |
Total long-term liabilities | 31,997 | 14,751 |
Total liabilities | $ 92,639 | $ 86,471 |
Commitments and contingencies | ||
Stockholders’ equity (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, 383,928,966 and 382,210,052 shares issued, respectively | 384 | 382 |
Additional paid-in capital | 225,373 | 223,165 |
Stock subscriptions receivable | (30) | (30) |
Treasury stock, 133,923,926 and 86,505,916 shares at cost, respectively | (501) | 0 |
Accumulated deficit | (222,469) | (223,788) |
Total stockholders’ equity (deficit) | 2,757 | (271) |
Total liabilities and stockholders' deficit | $ 95,396 | $ 86,200 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Allowance for Doubtful Accounts Receivable, Current | $ 2,559 | $ 1,494 |
Debt Instrument Unamortized Discount Current | 678 | 751 |
Debt Instrument, Unamortized Discount | $ 6,886 | $ 7,378 |
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 | 383,928,966 | 382,210,052 |
Treasury Stock, Shares | 133,923,926 | 86,505,916 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Net sales | $ 20,617 | $ 22,072 |
Cost of sales | 17,195 | 19,554 |
Gross profit | 3,422 | 2,518 |
Operating expenses: | ||
Selling, general and administrative expenses | 9,922 | 6,398 |
Loss on stock purchase price guarantee | 3,210 | 0 |
Total operating expenses | 13,132 | 6,398 |
Loss from operations | (9,710) | (3,880) |
Other income (expense): | ||
Interest expense, net | (1,960) | (1,731) |
Gain on change in derivative liabilities | 12,991 | 0 |
Other income, net | 2 | 2 |
Total other income (expense) | 11,033 | (1,729) |
Income (loss) before income taxes | 1,323 | (5,609) |
Provision for income taxes | (4) | (1) |
Net income (loss) | 1,319 | (5,610) |
Other comprehensive gain - unrealized gain on marketable securities | 0 | 28 |
Total comprehensive income (loss) | $ 1,319 | $ (5,582) |
Weighted average number of common shares outstanding: | ||
Basic | 292,805,630 | 220,000,000 |
Diluted | 302,571,184 | 220,000,000 |
Income (loss) per common share: | ||
Basic | $ 0 | $ (0.03) |
Diluted | $ 0 | $ (0.03) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,319 | $ (5,610) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 649 | 235 |
Amortization of debt discount | 565 | 489 |
Stock-based compensation | 235 | 292 |
Provision for obsolete inventory | 596 | 114 |
Provision for losses on accounts receivable | 1,106 | 49 |
Loss on stock purchase price guarantee | 3,210 | 0 |
Gain on change in derivative liabilities | (12,991) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 253 | (4,080) |
Inventories | 1,171 | 2,146 |
Prepaid expenses and other current assets | (931) | 242 |
Other assets | (20) | (37) |
Checks written in excess of cash | 0 | (408) |
Accounts payable | (991) | 6,633 |
Accrued expenses and other current liabilities | 1,460 | 861 |
Net cash provided by (used in) operating activities | (4,369) | 926 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (37) | (1,455) |
Cash paid in acquisition | 0 | (6,126) |
Change in restricted cash | 0 | 370 |
Net cash used in investing activities | (37) | (7,211) |
Cash flows from financing activities: | ||
Proceeds from the exercise of warrants | 1 | 0 |
Proceeds from the issuance of debt | 19,000 | 8,867 |
Repayment of debt | (2,571) | (1,579) |
Decrease in security deposits | 19 | 19 |
Payment of debt issuance costs | 0 | (541) |
Net cash provided by financing activities | 16,449 | 6,766 |
Net increase in cash | 12,043 | 481 |
Cash at the beginning of the period | 1,240 | 437 |
Cash at the end of the period | 13,283 | 918 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 954 | 1,165 |
Cash paid for income taxes | 4 | 12 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Change in unrealized holding gain (loss) on marketable securities | 0 | 28 |
Consideration exchanged: | ||
Decrease in derivative liabilities and increase in additional paid-in capital on exercise of warrants | 1,974 | 0 |
Issuance of other liability for purchase of treasury shares | 501 | 0 |
Other assets transferred to debt discount | 0 | 364 |
Issuance of warrants for debt discount | 0 | 5,388 |
Issuance of warrants for derivative liabilities | 0 | 3,152 |
Nutricap Asset Acquisition [Member] | ||
Consideration exchanged: | ||
Debt issued | 0 | 3,978 |
Liabilities assumed | 0 | 1,874 |
Other assets | 0 | 350 |
Intangible assets | 0 | 3,510 |
Goodwill | $ 0 | $ 2,692 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 the ReserveageTM nutrition brand; diet and energy products under the Metabolife® brand name; a line of products that promote joint health under the Trigosamine® brand name and a full line of herbal teas under the Alvita® brand name. These products are sold primarily through health and natural food stores and national and regional drug store chains, supermarkets, and mass-market retailers. The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Financial results for any interim period are not necessarily indicative of financial results that may be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on April 14, 2016. 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, the recoverability of long-lived assets and the estimated value of warrants and derivative liabilities. Certain amounts in the 2015 consolidated financial statements have been reclassified to conform with the current year presentation. Sales to the Company’s top three customers aggregated to approximately 24 37 12 26 35 24 The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. March 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 18,126 $ - $ - $ 18,126 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. Three Months Ended March 31, 2016 2015 Weighted average number of shares outstanding - basic 292,805,630 220,000,000 Dilutive effect of stock options and warrants 9,765,554 - Weighted average number of shares outstanding - dilutive 302,571,184 220,000,000 In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 have not yet determined the impact on our consolidated financial statements of the adoption of this new accounting pronouncement. In March 2016, the FASB issued ASU No. 2016-09, “Stock Compensation (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions, including the income tax impacts, the classification on the statement of cash flows, and forfeitures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods. We have not yet determined the impact on our consolidated financial statements of the adoption of this new accounting pronouncement. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our consolidated financial position or results of operations. |
GOING CONCERN
GOING CONCERN | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern Disclosure [Text Block] | NOTE 2 GOING CONCERN The accompanying condensed 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 its formation, the Company has generated losses from operations. At March 31, 2016, the Company had an accumulated deficit of $ 222,469 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 $ 26,290 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. During the three months ended March 31, 2016 and in April 2016, the Company obtained debt funding totaling $ 19,500 |
INVENTORIES
INVENTORIES | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 3 INVENTORIES March 31, December 31, 2016 2015 Raw materials $ 4,928 $ 4,625 Work in process 1,131 1,130 Finished goods 8,609 10,084 14,668 15,839 Reserve for obsolete inventory (2,708) (2,112) $ 11,960 $ 13,727 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT March 31, December 31, 2016 2015 Machinery and equipment $ 11,022 $ 10,997 Computers and other 7,110 7,106 Aquifer 482 482 Leasehold improvements 1,518 1,518 Construction-in-progress 1,299 1,291 21,431 21,394 Accumulated depreciation and amortization (17,866) (17,682) $ 3,565 $ 3,712 Assets held under capital leases are included in machinery and equipment and amounted to $ 1,493 1,737 Depreciation and amortization expense totaled $ 184 121 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 | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 5 INTANGIBLE ASSETS March 31, December 31, Trademarks $ 18,066 $ 18,066 Customer relationships 19,110 19,110 Other 753 753 37,929 37,929 Accumulated amortization (6,024) (5,518) $ 31,905 $ 32,411 Trademarks are amortized over periods ranging from 3 30 15 16 3 506 155 |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 DEBT March 31, December 31, 2016 2015 Related-Party Debt: $ 6,615 $ 6,615 Related-Party Debt: 2,500 - Related-Party Debt: 7,000 - Related-Party Debt: 2,500 - Related-Party Debt: 7,000 - Senior Credit Facility: 8,213 9,263 Notes Payable: 6,832 6,612 Note Payable: 1,571 1,342 Vendor Term Notes: 709 1,475 Capital Lease Obligations: 3,479 3,868 Note Payable: - 250 Total 46,419 29,425 Less current portion (16,271) (16,564) Long-term debt $ 30,148 $ 12,861 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 GREAT HARBOR CAPITAL, LLC Pursuant to a January 28, 2016 Unsecured Promissory Note with GREAT HARBOR CAPITAL, LLC (“GH”), an affiliate of a member of the Company’s Board of Directors, GH lent the Company $ 2,500 January 28, 2019 8.5 104 February 28, 2017 Pursuant to a March 21, 2016 Unsecured Promissory Note, GH lent the Company $ 7,000 March 21, 2019 8.5 292 April 21, 2017 Golisano Holdings LLC Pursuant to a January 28, 2016 Unsecured Promissory Note with Golisano Holdings LLC (“Golisano LLC”), an affiliate of a member of the Company’s Board of Directors, Golisano LLC lent the Company $ 2,500 January 28, 2019 8.5 104 February 28, 2017 Pursuant to a March 21, 2016 Unsecured Promissory Note, Golisano LLC lent the Company $ 7,000 March 21, 2019 8.5 292 April 21, 2017 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 Penta Mezzanine SBIC Fund I, L.P. On November 13, 2014, the Company raised proceeds of $ 8,000 November 13, 2019 360 520 12 2,000 On February 6, 2015, the Company raised proceeds of $ 2,000 November 13, 2019 90 130 12 Pursuant to a June 2015 stock purchase agreement with Penta, the Company issued shares of its common stock in lieu of $ 613 JL-BBNC Mezz Utah, LLC On January 22, 2015, the Company raised proceeds of $ 5,000 February 13, 2020 250 350 307 Nutricap Asset Acquisition Notes and Essex Capital Corporation Payment Guarantee The short-term notes payable issued in the Nutricap asset acquisition included a promissory note of $ 2,500 6 1,478 3 12 2,750 2,500 250 January 1, 2016 On June 30, 2015, Twinlab entered into a bill of sale with Essex pursuant to which Twinlab sold certain machinery and equipment associated with Twinlab’s manufacturing operations in American Fork, Utah to Essex for an aggregate purchase price of $ 2,900 2,750 36 89 5 On December 30, 2015, the Company consolidated these two leases into a single lease with a new 36 96 496 Certain of the foregoing debt agreements, as amended, require the Company to meet certain affirmative and negative covenants, including maintenance of specified ratios. As of March 31, 2016, the Company was not in compliance with the financial covenants of its debt facilities with Midcap, Penta and JL; however, the Company has obtained waivers from the respective lenders for such defaults. |
WARRANTS AND REGISTRATION RIGHT
WARRANTS AND REGISTRATION RIGHTS AGREEMENTS | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 7 WARRANTS AND REGISTRATION RIGHTS AGREEMENTS Weighted Average Shares Exercise Price Outstanding, December 31, 2015 28,286,507 $ 0.53 Granted - $ - Canceled / Expired (4,000,000) $ 0.76 Exercised (1,187,995) $ 0.00 Outstanding, March 31, 2016 23,098,512 $ 0.52 Capstone Warrants In May 2015, the Company and Capstone Financial Group, Inc. (“Capstone”) entered into an amendment to a previously issued Series B Warrant, with the following warrants outstanding as of March 31, 2016: Tranche 3 consisting of 6,000,000 0.76 July 31, 2016 6,000,000 0.76 November 30, 2016 4,000,000 March 31, 2016 The Company and Capstone previously entered into a Registration Rights Agreement pursuant to which Capstone can require the Company to register the shares of common stock acquired upon exercise of 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. Penta Warrants In connection with the November 13, 2014 note for $ 8,000 4,960,740 0.01 November 13, 2019 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 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 Midcap Warrants In connection with the line of credit agreement with MidCap described in Note 6, 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 1,187,995 0 Pursuant to a June 30, 2015 Stock Purchase Agreement, a warrant was issued to JL to purchase an aggregate 403,509 0.01 June 30, 2020 JL Properties, Inc. Warrants In April 2015, the Company entered into an office lease agreement which requires a $ 1,000 The first warrant is exercisable for an aggregate of 465,880 0.01 April 30, 2020 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. Essex Warrants In connection with the guarantee of the Nutricap Note and equipment financing by Essex discussed in Note 6, Essex was issued a warrant exercisable for an aggregate 1,428,571 0.77 June 30, 2020 350,649 Golisano Warrants Pursuant to an October 2015 Securities Purchase Agreement with 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 and 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. On February 4 509,141 1 During the three months ended March 31, 2016, the Golisano Warrant was cancelled in part for 1,714,286 In connection with a January 28, 2016 Unsecured Promissory Note, the Company issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 0.01 1,136,363 February 28, 2022 In connection with a March 21, 2016 Unsecured Promissory Note, the Company issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 3,181,816 0.01 3,181,816 March 21, 2022 GH Warrants In connection with a January 28, 2016 Unsecured Promissory Note, the Company issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 0.01 1,136,363 February 28, 2022 In connection with a March 21, 2016 Unsecured Promissory Note, the Company issued into escrow in the name of GH a warrant to purchase an aggregate of 3,181,816 0.01 3,181,816 March 21, 2022 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Fair Value [Text Block] | NOTE 8 DERIVATIVE LIABILITIES The number of shares of common stock issuable pursuant to certain warrants issued in 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. Accordingly, the Company has estimated the total fair value of the derivative liabilities at $18,126 as of March 31, 2016. During the three months ended March 31, 2016, the Company had the following activity in its derivative liabilities account: Derivative liabilities at December 31, 2015 $ 33,091 Exercise of warrants (1,974) Gain on change in fair value of derivative liabilities (12,991) Derivative liabilities at March 31, 2016 $ 18,126 The value of the derivative liabilities is 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' DEFICIT
STOCKHOLDERS' DEFICIT | 3 Months Ended |
Mar. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 STOCKHOLDERS’ DEFICIT 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 21,778 5,899,884 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. 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 purchased from Mr. Tolworthy 35,551,724 shares of the Company’s common stock for an aggregate price of $500. In connection with the Separation Agreement, Mr. Tolworthy also surrendered 9,306,898 Treasury Stock During the three months ended March 31, 2016, the Company purchased an aggregate of 2,559,388 1 Warrant Exercises As discussed in Note 7, 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 7, warrants were exercised for a total of 1,697,136 1 509,141 Stock Subscription Receivable At March 31, 2016, the stock subscription receivable dated August 1, 2014 for the purchase of 1,528,384 30 5 2.29 3,210 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10 SUBSEQUENT EVENTS Issuance of Common Shares On April 5, 2016, the Company issued a total of 800,952 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 March 21, 2019 227,273 March 21, 2022 |
NATURE OF OPERATIONS AND SUMM16
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
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. 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 the ReserveageTM nutrition brand; diet and energy products under the Metabolife® brand name; a line of products that promote joint health under the Trigosamine® brand name and a full line of herbal teas under the Alvita® brand name. These products are sold primarily through health and natural food stores and national and regional drug store chains, supermarkets, and mass-market retailers. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Unaudited Information The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Financial results for any interim period are not necessarily indicative of financial results that may be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the SEC on April 14, 2016. |
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, the recoverability of long-lived assets and the estimated value of warrants and derivative liabilities. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts in the 2015 consolidated financial statements have been reclassified to conform with the current year presentation. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to the Company’s top three customers aggregated to approximately 24 37 12 26 35 24 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company applies the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. March 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 18,126 $ - $ - $ 18,126 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common share equivalents then outstanding. Potential dilutive common share equivalents consist of shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. Three Months Ended March 31, 2016 2015 Weighted average number of shares outstanding - basic 292,805,630 220,000,000 Dilutive effect of stock options and warrants 9,765,554 - Weighted average number of shares outstanding - dilutive 302,571,184 220,000,000 |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 have not yet determined the impact on our consolidated financial statements of the adoption of this new accounting pronouncement. In March 2016, the FASB issued ASU No. 2016-09, “Stock Compensation (Topic 718)”, which is intended to simplify several aspects of the accounting for share-based payment award transactions, including the income tax impacts, the classification on the statement of cash flows, and forfeitures. The amendments in this ASU are effective for fiscal years beginning after December 15, 2016, including interim periods. We have not yet determined the impact on our consolidated financial statements of the adoption of this new accounting pronouncement. Although there are several other new accounting pronouncements issued or proposed by the FASB, which the Company has adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our consolidated financial position or results of operations. |
NATURE OF OPERATIONS AND SUMM17
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
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 March 31, 2016 and December 31, 2015: March 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 18,126 $ - $ - $ 18,126 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 |
Schedule of Weighted Average Number of Shares [Table Text Block] | The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows: Three Months Ended March 31, 2016 2015 Weighted average number of shares outstanding - basic 292,805,630 220,000,000 Dilutive effect of stock options and warrants 9,765,554 - Weighted average number of shares outstanding - dilutive 302,571,184 220,000,000 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following at: March 31, December 31, 2016 2015 Raw materials $ 4,928 $ 4,625 Work in process 1,131 1,130 Finished goods 8,609 10,084 14,668 15,839 Reserve for obsolete inventory (2,708) (2,112) $ 11,960 $ 13,727 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at: March 31, December 31, 2016 2015 Machinery and equipment $ 11,022 $ 10,997 Computers and other 7,110 7,106 Aquifer 482 482 Leasehold improvements 1,518 1,518 Construction-in-progress 1,299 1,291 21,431 21,394 Accumulated depreciation and amortization (17,866) (17,682) $ 3,565 $ 3,712 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at: March 31, December 31, Trademarks $ 18,066 $ 18,066 Customer relationships 19,110 19,110 Other 753 753 37,929 37,929 Accumulated amortization (6,024) (5,518) $ 31,905 $ 32,411 |
DEBT (Tables)
DEBT (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt consisted of the following at: March 31, December 31, 2016 2015 Related-Party Debt: $ 6,615 $ 6,615 Related-Party Debt: 2,500 - Related-Party Debt: 7,000 - Related-Party Debt: 2,500 - Related-Party Debt: 7,000 - Senior Credit Facility: 8,213 9,263 Notes Payable: 6,832 6,612 Note Payable: 1,571 1,342 Vendor Term Notes: 709 1,475 Capital Lease Obligations: 3,479 3,868 Note Payable: - 250 Total 46,419 29,425 Less current portion (16,271) (16,564) Long-term debt $ 30,148 $ 12,861 |
WARRANTS AND REGISTRATION RIG22
WARRANTS AND REGISTRATION RIGHTS AGREEMENTS (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | A summary of the status of the warrants issued by the Company as of March 31, 2016, and changes during the three months then ended, is presented below: Weighted Average Shares Exercise Price Outstanding, December 31, 2015 28,286,507 $ 0.53 Granted - $ - Canceled / Expired (4,000,000) $ 0.76 Exercised (1,187,995) $ 0.00 Outstanding, March 31, 2016 23,098,512 $ 0.52 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | During the three months ended March 31, 2016, the Company had the following activity in its derivative liabilities account: Derivative liabilities at December 31, 2015 $ 33,091 Exercise of warrants (1,974) Gain on change in fair value of derivative liabilities (12,991) Derivative liabilities at March 31, 2016 $ 18,126 |
NATURE OF OPERATIONS AND SUMM24
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 18,126 | $ 33,091 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 18,126 | 33,091 |
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 liabilities | 0 | 0 |
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 liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 18,126 | $ 33,091 |
NATURE OF OPERATIONS AND SUMM25
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Weighted Average Number Of Shares [Line Items] | ||
Weighted average number of shares outstanding - basic | 292,805,630 | 220,000,000 |
Dilutive effect of stock options and warrants | 9,765,554 | 0 |
Weighted average number of shares outstanding - dilutive | 302,571,184 | 220,000,000 |
NATURE OF OPERATIONS AND SUMM26
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Sales Revenue, Net [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 24.00% | 37.00% |
Sales Revenue, Net [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 12.00% | 26.00% |
Accounts Receivable [Member] | Three Customers [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 35.00% | 24.00% |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Going Concern [Line Items] | ||
Retained Earnings (Accumulated Deficit) | $ (222,469) | $ (223,788) |
Working Capital Deficiency | 26,290 | |
Long-term Debt, Total | $ 19,500 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials | $ 4,928 | $ 4,625 |
Work in process | 1,131 | 1,130 |
Finished goods | 8,609 | 10,084 |
Inventory, Gross | 14,668 | 15,839 |
Reserve for obsolete inventory | (2,708) | (2,112) |
Inventory, Net | $ 11,960 | $ 13,727 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 21,431 | $ 21,394 |
Accumulated depreciation and amortization | (17,866) | (17,682) |
Property, Plant and Equipment, Net | 3,565 | 3,712 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 11,022 | 10,997 |
Computers and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 7,110 | 7,106 |
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 | 1,518 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 1,299 | $ 1,291 |
PROPERTY AND EQUIPMENT (Detai30
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Dec. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Dec. 31, 2013 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||||||
Depreciation, Total | $ 184 | $ 121 | ||||
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 | $ 1,493 | $ 1,737 | ||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 36 months | 36 months |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 37,929 | $ 37,929 |
Accumulated amortization | (6,024) | (5,518) |
Finite-Lived Intangible Assets, Net | 31,905 | 32,411 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 18,066 | 18,066 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 19,110 | 19,110 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 753 | $ 753 |
INTANGIBLE ASSETS (Details Text
INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 506 | $ 155 |
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 | Mar. 31, 2016 | Dec. 31, 2015 |
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 $454 and $496, respectively | $ 3,479 | $ 3,868 |
Total | 46,419 | 29,425 |
Less current portion | (16,271) | (16,564) |
Long-term debt | 30,148 | 12,861 |
Notes Payable maturing in November 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 6,832 | 6,612 |
Note Payable maturing in February 2020 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 1,571 | 1,342 |
Unsecured note payable maturity February 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 0 | 250 |
Revolving Credit Facility 15,000 asset-based [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 8,213 | 9,263 |
Unsecured Debt Note Payable To Little Harbor, LLC Maturing Through July 25, 2017 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 6,615 | 6,615 |
Unsecured Debt Note Payable To GREAT HARBOR CAPITAL, LLC Maturing Through January 28, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 2,500 | 0 |
Unsecured Debt Note Payable To GREAT HARBOR CAPITAL, LLC Maturing Through March 21, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 7,000 | 0 |
Unsecured Debt Note Payable To Golisano Holdings LLC Maturing Through January 28, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 2,500 | 0 |
Unsecured Debt Note Payable To Golisano Holdings LLC Maturing Through March 21, 2019 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | 7,000 | 0 |
Vendor Term Notes [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Gross | $ 709 | $ 1,475 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) | Feb. 06, 2015 | Nov. 13, 2014 | Mar. 31, 2016 | Mar. 31, 2016 | Mar. 21, 2016 | Jan. 31, 2016 | Jan. 28, 2016 | Dec. 30, 2015 | Jun. 30, 2015 | Jan. 22, 2015 | Jul. 31, 2014 | Mar. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Unamortized Discount | $ 6,886,000 | $ 6,886,000 | $ 6,886,000 | $ 7,378,000 | |||||||||
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% | ||||||||||||
Sale Leaseback Transaction, Net Proceeds, Investing Activities, Total | $ 496,000 | ||||||||||||
Machinery and Equipment [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Fee Amount | $ 2,750,000 | ||||||||||||
Machinery and equipment sold aggregate purchase price | $ 2,900,000 | ||||||||||||
Lessee Leasing Arrangements, Operating Leases, Term of Contract | 36 months | 36 months | |||||||||||
Operating Leases, Rent Expense, Net, Total | $ 96,000 | ||||||||||||
commercial lease 1 member [Member] | Machinery and Equipment [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Operating Leases, Future Minimum Payments Due, Total | $ 89,000 | ||||||||||||
commercial lease 2 member [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Operating Leases, Future Minimum Payments Due, Total | $ 5,000 | ||||||||||||
Fifth Third Bank [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Revolving Credit Facility, Maximum Borrowing Capacity | $ 15,000,000 | ||||||||||||
Increasable Accounts Receivable And Inventory | 20,000,000 | ||||||||||||
Little Harbor [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Periodic Payment | $ 2,500,000 | $ 4,900,000 | |||||||||||
Share Price | $ 5.06 | $ 5.06 | $ 5.06 | ||||||||||
Penta [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Periodic Payment | $ 613,000 | ||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | ||||||||||||
Increased Debt Instrument Periodic Payment | 130,000 | ||||||||||||
Proceeds from Notes Payable | $ 2,000,000 | $ 8,000,000 | |||||||||||
JL [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Periodic Payment | 250,000 | ||||||||||||
Increased Debt Instrument Periodic Payment | 350,000 | ||||||||||||
Proceeds from Notes Payable | 5,000,000 | ||||||||||||
Golisano Holdings LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 7,000 | $ 2,500 | |||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | Feb. 28, 2017 | |||||||||||
Notes Payable, Other Payables [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||
Increased Debt Instrument Periodic Payment | 520,000 | ||||||||||||
Proceeds from Notes Payable | $ 8,000,000 | ||||||||||||
Notes Payable, Other Payables [Member] | Penta [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||
Debt Instrument, Periodic Payment | $ 90,000 | $ 360,000 | |||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | ||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||
Notes Payable, Other Payables [Member] | JL [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Periodic Payment | $ 307,000 | ||||||||||||
Debt Instrument, Maturity Date | Feb. 13, 2020 | ||||||||||||
Notes Payable, Other Payables [Member] | GREAT HARBOR CAPITAL, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||
Debt Instrument, Face Amount | $ 2,500 | ||||||||||||
Debt Instrument, Frequency of Periodic Payment | 104 | ||||||||||||
Debt Instrument, Date of First Required Payment | Feb. 28, 2017 | ||||||||||||
Notes Payable, Other Payables [Member] | Golisano Holdings LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | ||||||||||||
Debt Instrument, Face Amount | $ 7,000 | ||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292 | $ 292 | $ 104 | ||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | ||||||||||||
Notes Payable maturing in November 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | ||||||||||
Debt Instrument, Unamortized Discount | $ 3,168,000 | $ 3,168,000 | $ 3,168,000 | 3,389,000 | |||||||||
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% | 12.00% | 12.00% | ||||||||||
Debt Instrument, Unamortized Discount | $ 3,430,000 | $ 3,430,000 | $ 3,430,000 | 3,658,000 | |||||||||
Debt Instrument Maturity Date Period | February 2,020 | ||||||||||||
Promissory note payable 6.0 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | ||||||||||
Debt Instrument, Interest Rate During Period | 6.00% | ||||||||||||
Nutricap Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | 3.00% | 3.00% | ||||||||||
Debt Conversion, Original Debt, Amount | $ 250,000 | ||||||||||||
Debt Instrument, Maturity Date | Jan. 1, 2016 | ||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | $ 2,500,000 | $ 2,500,000 | ||||||||||
Debt Instrument, Fee Amount | 2,750,000 | 2,750,000 | 2,750,000 | ||||||||||
Promissory note payable 3.0 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Face Amount | 1,478,000 | 1,478,000 | $ 1,478,000 | ||||||||||
Debt Instrument, Frequency of Periodic Payment | 12 | ||||||||||||
Revolving Credit Facility 15,000 asset-based [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | 15,000,000 | 15,000,000 | $ 15,000,000 | ||||||||||
Debt Instrument, Unamortized Discount | 512,000 | 512,000 | $ 512,000 | 586,000 | |||||||||
Debt Instrument, Maturity Date | Jan. 22, 2018 | ||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 5% | ||||||||||||
Capital Lease Obligations [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Unamortized Discount | $ 454,000 | $ 454,000 | $ 454,000 | $ 496,000 | |||||||||
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% | 10.50% | 10.50% | ||||||||||
Capital Lease Obligations [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.25% | 10.25% | 10.25% | ||||||||||
Vendor Term Notes [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | 0.00% | ||||||||||
Vendor Term Notes [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 0.00% | 0.00% | 0.00% | ||||||||||
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 | ||||||||||||
Unsecured Debt Note Payable To Little Harbor, LLC Maturing Through July 25, 2017 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Jul. 25, 2017 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 16.20% | ||||||||||||
Unsecured Debt Note Payable To GREAT HARBOR CAPITAL, LLC Maturing Through January 28, 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% | ||||||||||||
Unsecured Debt Note Payable To GREAT HARBOR CAPITAL, LLC Maturing Through March 21, 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% | ||||||||||||
Unsecured Debt Note Payable To Golisano Holdings LLC Maturing Through January 28, 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% | ||||||||||||
Unsecured Debt Note Payable To Golisano Holdings LLC Maturing Through March 21, 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | ||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 8.50% |
WARRANTS AND REGISTRATION RIG35
WARRANTS AND REGISTRATION RIGHTS AGREEMENTS (Details) - Warrant [Member] | 3 Months Ended |
Mar. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, December 31, 2015 | shares | 28,286,507 |
Shares Granted | shares | 0 |
Shares Canceled / Expired | shares | (4,000,000) |
Shares Exercised | shares | (1,187,995) |
Outstanding, March 31, 2016 | shares | 23,098,512 |
Shares, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.53 |
Shares Grants in Period, Weighted Average Exercise Price | $ / shares | 0 |
Shares Canceled / Expired, Weighted Average Exercise Price | $ / shares | 0.76 |
Shares Exercised, Weighted Average Exercise Price | $ / shares | 0 |
Shares Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.52 |
WARRANTS AND REGISTRATION RIG36
WARRANTS AND REGISTRATION RIGHTS AGREEMENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 04, 2016 | Feb. 06, 2015 | Feb. 04, 2015 | Nov. 13, 2014 | Mar. 31, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Jun. 30, 2015 | Apr. 30, 2015 | Jan. 22, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 21, 2016 | Jan. 28, 2016 | Oct. 05, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Proceeds from Warrant Exercises | $ 1 | $ 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 | ||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Jun. 30, 2020 | ||||||||||||||
Penta [Member] | Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,960,740 | ||||||||||||||
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 | $ 0.77 | $ 0.77 | ||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,428,571 | 1,428,571 | 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 | ||||||||||||||
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. JL Properties subsequently assigned the warrant to two individuals. | ||||||||||||||
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, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||
Number of Warrants Exercised | 509,141 | ||||||||||||||
Number of Warrants Cancelled | 1,714,286 | ||||||||||||||
Capstone Warrants [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Proceeds from Warrant Exercises | $ 0 | ||||||||||||||
Number of Warrants Expired | 1,187,995 | ||||||||||||||
Capstone Warrants [Member] | Tranche 2 [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of Warrants Expired | 4,000,000 | ||||||||||||||
Warrant Expiration Date | Mar. 31, 2016 | ||||||||||||||
Capstone Warrants [Member] | Tranche 3 [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 | $ 0.76 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Jul. 31, 2016 | ||||||||||||||
Class of Warrant or Right, Outstanding | 6,000,000 | 6,000,000 | 6,000,000 | ||||||||||||
Capstone Warrants [Member] | Tranche 4 [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 | $ 0.76 | ||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 30, 2016 | ||||||||||||||
Class of Warrant or Right, Outstanding | 6,000,000 | 6,000,000 | 6,000,000 | ||||||||||||
Esssex Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 350,649 | 350,649 | 350,649 | ||||||||||||
January 2016 Golisano Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | ||||||||||||||
Warrant Expiration Date | Feb. 28, 2022 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | ||||||||||||||
March 2016 Golisano Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,181,816 | ||||||||||||||
Warrant Expiration Date | Mar. 21, 2022 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,181,816 | ||||||||||||||
January 2016 GH Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | ||||||||||||||
Warrant Expiration Date | Feb. 28, 2022 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | ||||||||||||||
March 2016 GH Warrant [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,181,816 | ||||||||||||||
Warrant Expiration Date | Mar. 21, 2022 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,181,816 | ||||||||||||||
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 | $ 1 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | ||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 13, 2019 | ||||||||||||||
Proceeds from Notes Payable | $ 8,000 | ||||||||||||||
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 | 4,960,740 | ||||||||||||||
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. |
DERIVATIVE LIABILITIES (Details
DERIVATIVE LIABILITIES (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Derivative liabilities at December 31, 2015 | $ 33,091 |
Exercise of warrants | (1,974) |
Gain on change in fair value of derivative liabilities | (12,991) |
Derivative liabilities at March 31, 2016 | $ 18,126 |
DERIVATIVE LIABILITIES (Detai38
DERIVATIVE LIABILITIES (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
Derivative Liability | $ 18,126 | $ 33,091 |
STOCKHOLDERS' DEFICIT (Details
STOCKHOLDERS' DEFICIT (Details Textual) - USD ($) | Feb. 04, 2016 | Mar. 23, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2015 |
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 | ||||
Stock Issued During Period, Shares, Warrants Exercised | 1,697,136 | ||||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | ||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30,000 | $ 30,000 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 21,778 | ||||
Subscription Receivable Annual Interes Rate | 5.00% | ||||
Common Stock Subscription Price Per Share | $ 2.29 | ||||
Accounts Payable and Other Accrued Liabilities, Current | $ 10,483,000 | $ 5,312,000 | |||
Stock Market Price Guarantee [Member] | |||||
Accounts Payable and Other Accrued Liabilities, Current | $ 3,210 | ||||
JL Warrants [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||
Stock Issued During Period, Shares, Warrants Exercised | 2,329,400 | ||||
Common Stock [Member] | |||||
Stock Repurchased During Period, Shares | 2,559,388 | ||||
Stock Repurchased During Period, Value | $ 1,000 | ||||
Golisano Warrant [Member] | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||
Number of Warrants Exercised | 509,141 | ||||
Mr. Tolworthy [Member] | |||||
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased | 9,306,898 | ||||
Separation and Release Agreement, Description | Pursuant to the Separation Agreement, the Company purchased from Mr. Tolworthy 35,551,724 shares of the Companys common stock for an aggregate price of $500. | ||||
Investor One [Member] | |||||
Stock Issued During Period, Shares, Warrants Exercised | 930,538 | ||||
Stock Issued During Period, Value, Warrants Exercised | $ 0 | ||||
Investor Two [Member] | |||||
Stock Issued During Period, Shares, Warrants Exercised | 257,457 | ||||
Stock Issued During Period, Value, Warrants Exercised | $ 0 | ||||
Employee Stock Option [Member] | |||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,899,884 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Apr. 05, 2016 | Mar. 31, 2016 | Oct. 05, 2015 |
Subsequent Event [Line Items] | |||
Common Stock, Capital Shares Reserved for Future Issuance | 12,697,977 | ||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 21,778 | ||
Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures, Total | 800,952 | ||
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 |