Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 14, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | 250,671,933 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 3,045 | $ 1,240 |
Accounts receivable, net of allowance of $2,219 and $1,494, respectively | 9,906 | 7,880 |
Inventories, net | 16,578 | 13,727 |
Prepaid expenses and other current assets | 2,770 | 1,657 |
Total current assets | 32,299 | 24,504 |
Property and equipment, net | 3,265 | 3,712 |
Intangible assets, net | 30,766 | 32,411 |
Goodwill | 24,098 | 24,098 |
Other assets | 1,412 | 1,475 |
Total assets | 91,840 | 86,200 |
Current liabilities: | ||
Accounts payable | 11,513 | 16,753 |
Accrued expenses and other current liabilities | 10,643 | 5,312 |
Derivative liabilities | 2,988 | 33,091 |
Notes payable and current portion of long-term debt, net of discount of $2,451 and $751, respectively | 8,874 | 16,564 |
Total current liabilities | 34,018 | 71,720 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,768 | 1,890 |
Notes payable and long-term debt, net of current portion and discount of $4,010 and $7,378, respectively | 45,725 | 12,861 |
Total long-term liabilities | 47,493 | 14,751 |
Total liabilities | 81,511 | 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, 384,730,078 and 382,210,052 shares issued, respectively | 385 | 382 |
Additional paid-in capital | 225,677 | 223,165 |
Stock subscriptions receivable | (30) | (30) |
Treasury stock, 133,923,926 and 86,505,916 shares at cost, respectively | (500) | 0 |
Accumulated deficit | (215,203) | (223,788) |
Total stockholders’ equity (deficit) | 10,329 | (271) |
Total liabilities and stockholders' equity | $ 91,840 | $ 86,200 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Allowance for Doubtful Accounts Receivable, Current | $ 2,219 | $ 1,494 |
Debt Instrument, Unamortized Discount, Current | 2,451 | 751 |
Debt Instrument, Unamortized Discount | $ 4,010 | $ 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 | 384,730,078 | 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Net sales | $ 23,046 | $ 16,557 | $ 65,885 | $ 60,215 |
Cost of sales | 15,963 | 14,119 | 49,405 | 50,816 |
Gross profit | 7,083 | 2,438 | 16,480 | 9,399 |
Operating expenses: | ||||
Selling, general and administrative expenses | 7,760 | 6,224 | 26,249 | 21,178 |
Loss on stock purchase price guarantee | 0 | 0 | 3,210 | 0 |
Total operating expenses | 7,760 | 6,224 | 29,459 | 21,178 |
Loss from operations | (677) | (3,786) | (12,979) | (11,779) |
Other expense: | ||||
Interest expense, net | (2,423) | (1,566) | (6,530) | (5,280) |
Gain (loss) on change in derivative liabilities | 14,065 | (4,167) | 28,128 | (14,523) |
Other income (expense), net | 3 | 412 | (18) | 428 |
Total other income (expense) | 11,645 | (5,321) | 21,580 | (19,375) |
Income (loss) before income taxes | 10,968 | (9,107) | 8,601 | (31,154) |
Provision for income taxes | 0 | 0 | (17) | (1) |
Net income (loss) | 10,968 | (9,107) | 8,584 | (31,155) |
Other comprehensive (loss) income - unrealized (loss) gain on marketable securities | 0 | (9) | 0 | 38 |
Total comprehensive income (loss) | $ 10,968 | $ (9,116) | $ 8,584 | $ (31,117) |
Weighted average number of common shares outstanding - basic | 250,806,152 | 224,407,542 | 264,740,245 | 222,344,684 |
Net income (loss) per common share - basic | $ 0.04 | $ (0.04) | $ 0.03 | $ (0.14) |
Weighted average number of common shares outstanding - diluted | 258,565,687 | 224,407,542 | 275,633,914 | 222,344,684 |
Net income (loss) per common share - diluted | $ 0.04 | $ (0.04) | $ 0.03 | $ (0.14) |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 8,584 | $ (31,155) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 2,212 | 828 |
Amortization of debt discount as non-cash interest expense | 2,717 | 3,135 |
Stock-based compensation | 540 | 717 |
Provision for obsolete inventory | 1,194 | 671 |
Provision for losses on accounts receivable | 267 | 3 |
Loss on stock purchase price guarantee | 3,210 | 0 |
(Gain) loss on change in derivative liabilities | (28,128) | 14,523 |
Gain on the sale of intangible assets | 0 | (750) |
Loss on disposition of property and equipment | 0 | 340 |
Other non-cash items | (124) | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (2,293) | (339) |
Inventories | (4,044) | 7,823 |
Prepaid expenses and other current assets | (1,113) | 619 |
Other assets | 63 | (918) |
Checks written in excess of cash | 0 | (708) |
Accounts payable | (5,241) | 3,459 |
Accrued expenses and other current liabilities | 1,621 | 627 |
Net cash used in operating activities | (20,535) | (1,125) |
Cash flows from investing activities: | ||
Cash paid in acquisition | 0 | (6,126) |
Purchase of property and equipment | (119) | (1,727) |
Proceeds from the sale of assets | 0 | 988 |
Change in restricted cash | 0 | 370 |
Net cash used in investing activities | (119) | (6,495) |
Cash flows from financing activities: | ||
Proceeds from the exercise of warrants | 1 | 6,066 |
Proceeds from the issuance of common stock | 0 | 2,500 |
Proceeds from the issuance of debt | 22,089 | 7,000 |
Repayment of debt | (2,973) | (4,007) |
Net borrowings (repayments) revolving credit facility | 3,342 | (2,026) |
Decrease in security deposits | 0 | 56 |
Payment of debt issuance costs | 0 | (666) |
Net cash provided by financing activities | 22,459 | 8,923 |
Net increase in cash | 1,805 | 1,303 |
Cash at the beginning of the period | 1,240 | 437 |
Cash at the end of the period | 3,045 | 1,740 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 3,813 | 2,533 |
Cash paid for income taxes | 27 | 13 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Change in unrealized holding gain (loss) on marketable securities | 0 | 38 |
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 |
Decrease in derivative liabilities and increase in common stock and additional paid-in capital on exercise of warrants | 1,975 | 0 |
Issuance of other liability for purchase of treasury shares | 500 | 0 |
Repayment of short-term debt | (2,589) | 0 |
Issuance of long-term debt | 2,589 | 0 |
Other assets transferred to debt discount | 0 | 364 |
Issuance of warrants for debt discount | 0 | 5,924 |
Issuance of warrants for derivative liabilities | 0 | (1,918) |
Issuance of common stock for repayment of debt | 0 | (2,227) |
Issuance of warrants for prepaid expenses and other current assets | 0 | 878 |
Issuance of notes payable for accounts payable | 0 | 2,621 |
Recapitalization due to reverse merger: | ||
Issuance of put option for derivative liability | $ 0 | $ 142 |
NATURE OF OPERATIONS AND SUMMAR
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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 is an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our products include vitamins, minerals, specialty supplements and sports nutrition products primarily under the Twinlab® brand (including the Twinlab® Fuel family of sports nutrition products) and Reserveage nutrition brand ResVitale® brand name. We also manufacture and sell diet and energy products under the Metabolife® brand name and Re-Body® 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 Company also performs contract manufacturing services for private label products. The contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name. We do not market these products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers. 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. 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. The Company sells predominately in the North American and European markets, with international sales transacted in U.S. dollars. 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. September 30, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,988 $ - $ - $ 2,988 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 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. As of September 30, 2016, total allowances amounted to $ 2,219 375 1,494 253 Inventories are stated at the lower of cost or market. Costs are determined using the weighted average cost method, and are reduced by an estimated reserve for obsolete inventory. The Company estimates the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. The Company records the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. The Company has recorded certain warrants as derivative liabilities at estimated fair value, as determined based on the Company’s use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option 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. The Company entered into a sale-leaseback arrangement relating to its office facilities in 2013. Under the terms of the arrangement, the Company sold an office building and surrounding land and then leased the property back under a 15-year operating lease. The Company recorded a deferred gain for the amount of the gain on the sale of the asset, to be recognized as a reduction of rent expense over the life of the lease. Accordingly, the Company recorded amortization of deferred gain as a reduction of rental expense of $ 41 amortization of $ 122 1,768 1,890 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 total 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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Weighted average number of shares outstanding - basic 250,806,152 224,407,542 264,740,245 222,344,684 Effect of dilutive securities 7,759,535 - 10,893,669 - Weighted average number of shares outstanding - dilutive 258,565,687 224,407,542 275,633,914 222,344,684 Weighted average securities which are not included in the calculation of diluted net income (loss) per common share because conditions have not been met 9,319,960 29,628,612 1,391,389 29,628,612 Sales to the Company’s top three customers aggregated to 25 37 26 33 11 18 11 23 39 30 Certain amounts in the 2015 consolidated financial statements have been reclassified to conform with the current year presentation. 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. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)”, which clarifies the classification of certain cash receipts and payments in the statement of cash flows. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods. We do not expect the new guidance to have a significant impact on our financial statements or related disclosures. 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 | 9 Months Ended |
Sep. 30, 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 September 30, 2016, the Company had an accumulated deficit of $ 215,203 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 $ 1,719 8,874 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 nine months ended September 30, 2016, the Company obtained debt funding totaling $ 24,678 4,362 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 3 INVENTORIES September 30, December 31, 2016 2015 Raw materials $ 5,324 $ 4,625 Work in process 1,879 1,130 Finished goods 12,680 10,084 19,883 15,839 Reserve for obsolete inventory (3,305) (2,112) $ 16,578 $ 13,727 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment consisted of the following at: September 30, December 31, 2016 2015 Machinery and equipment $ 10,885 $ 10,997 Computers and other 8,619 7,106 Aquifer 482 482 Leasehold improvements 1,518 1,518 Construction-in-progress 10 1,291 21,514 21,394 Accumulated depreciation and amortization (18,249) (17,682) $ 3,265 $ 3,712 Assets held under capital leases are included in machinery and equipment and amounted to $ 1,390 1,737 Depreciation and amortization expense totaled $ 221 122 567 366 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 5 INTANGIBLE ASSETS September 30, December 31, 2016 2015 Trademarks $ 18,066 $ 18,066 Customer relationships 19,110 19,110 Other 753 753 37,929 37,929 Accumulated amortization (7,163) (5,518) $ 30,766 $ 32,411 Trademarks are amortized over periods ranging from 3 30 15 16 3 557 204 1,645 584 |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | NOTE 6 DEBT September 30, December 31, 2016 2015 Related-Party Debt: July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $397 and $1,421 as of September 30, 2016 and December 31, 2015, respectively. $ 5,051 $ 6,615 July 2016 note payable to Little Harbor, LLC 2,589 - January 2016 note payable to GREAT HARBOR CAPITAL, LLC 2,500 - March 2016 note payable to GREAT HARBOR CAPITAL, LLC 7,000 - January 2016 note payable to Golisano Holdings LLC 2,500 - March 2016 note payable to Golisano Holdings LLC 7,000 - July 2016 note payable to Golisano Holdings LLC 2,589 - November 2014 note payable to Penta Mezzanine SBIC Fund I, L.P., net of discount and unamortized loan fees in the aggregate of $2,508 and $3,117 as of September 30, 2016 and December 31, 2015, respectively 5,492 4,883 February 2015 note payable to Penta Mezzanine SBIC Fund I, L.P., net of discount and unamortized loan fees in the aggregate of $219 and $271 as of September 30, 2016 and December 31, 2015, respectively 1,781 1,729 Total related-party debt 36,502 13,227 Senior Credit Facility with Midcap, net of unamortized loan fees of $365 and $586 as of September 30, 2016 and December 31, 2015, respectively 12,825 9,263 Other Debt January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,972 and $3,658 as of September 30, 2016 and December 31, 2015, respectively 2,028 1,342 April 2016 note payable to JL-Utah Sub, LLC 500 - Nutricap asset acquisition notes - 250 Capital lease obligations 2,744 3,868 Unsecured loans payable to vendors with interest rates ranging from 5% to 7.5% and maturity dates of April 21, April 29, and June 15, 2016 - 1,475 Total other debt 5,272 6,935 Total debt 54,599 29,425 Less current portion (8,874) (16,564) Long-term debt $ 45,725 $ 12,861 Related-Party Debt July 2014 Note Payable 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 to pay such party $ 4,900 5.06 July 25, 2017 16.2 July 2016 Note Payable Little Harbor, LLC On July 21, 2016, the Company issued an Unsecured Delayed Draw Promissory Note in favor of Little Harbor, pursuant to which Little Harbor may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $ 4,770 January 28, 2019 8.5 2,589 January 2016 Note Payable to 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 March 2016 Note Payable to GREAT HARBOR CAPITAL, LLC Pursuant to a March 21, 2016 Unsecured Promissory Note, GH lent the Company $ 7,000 March 21, 2019 8.5 292 April 21, 2017 January 2016 Note Payable to 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 $ 2,500 104 February 28, 2017 March 2016 Note Payable to Golisano Holdings LLC Pursuant to a March 21, 2016 Unsecured Promissory Note, Golisano LLC lent the Company $ 7,000 292 April 21, 2017 July 2016 Note Payable to Golisano Holdings LLC On July 21, 2016, the Company issued an Unsecured Delayed Draw Promissory Note in favor of Golisano LLC pursuant to which Golisano LLC may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $ 4,770 January 28, 2019 8.5 2,589 November 2014 Note Payable to Penta Mezzanine SBIC Fund I, L.P. On November 13, 2014, the Company raised proceeds of $ 8,000 November 13, 2019 360 440 520 12 4,960,740 3,770 273 February 2015 Note Payable to Penta Mezzanine SBIC Fund I, L.P. On February 6, 2015, the Company raised proceeds of $ 2,000 November 13, 2019 90 110 130 12 869,618 250 90 Senior Credit Facility On January 22, 2015, the Company entered into a new three-year $ 15,000 20,000 17,000 0.50 1.20 5 6.0 500,000 130 540 Other Debt January 2015 Note Payable to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) On January 22, 2015, the Company raised proceeds of $ 5,000 250 350 12 2,329,400 434,809 4,389 152 April 2016 Note Payable to JL-Utah Sub, LLC On April 5, 2016, JL-Utah Sub, LLC (“JL-US”) lent the Company $ 500 March 21, 2019 21 April 21, 2017 Nutricap Asset Acquisition Notes 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 Capital Lease Obligations The Company’s capital lease obligations pertain to various leasing agreements with Essex Capital Corporation (“Essex”), a related party to the Company as Essex’s principal owner is a director of the Company. Financial Covenants Certain of the foregoing debt agreements, as amended, require the Company to meet certain affirmative and negative covenants, including maintenance of specified ratios. The Company amended its debt agreements with MidCap, Penta and JL, effective July 29, 2016, to, among other things, reset the financial covenants of each debt agreement. As of September 30, 2016, management believes the Company is in compliance with its financial covenants for each debt agreement. |
WARRANTS AND REGISTRATION RIGHT
WARRANTS AND REGISTRATION RIGHTS AGREEMENTS | 9 Months Ended |
Sep. 30, 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 40,409,296 $ 0.37 Granted - - Canceled / Expired (14,285,714) 0.53 Exercised (1,697,136) - Outstanding, September 30, 2016 24,426,446 $ 0.31 Warrants Issued Midcap Warrant 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 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 4,960,740 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 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 Essex Warrants In connection with the guarantee of a note payable issued in the Nutricap asset acquisition 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 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 September 30, 2016: Tranche 4 consisting of 6,000,000 0.76 November 30, 2016 4,000,000 March 31, 2016 6,000,000 July 31, 2016 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. 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 12,697,977 509,141 1 4,285,714 7,327,934 Warrants Issued Into Escrow Golisano Escrow Warrants 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 2016 In connection with the Golisano LLC July 2016 Note provides that the Company issue into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 2,168,178 0.01 2,168,178 July 21, 2022 The Company and Golisano LLC previously entered into a Registration Rights Agreement, dated as of October 5, 2015 (the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of the Company’s common stock. The shares of common stock issuable pursuant to the above warrants are also entitled to the benefits of the Registration Rights Agreement. GH Escrow 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 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 GH Warrant”). The January 2016 GH Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay GH the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of January 28, 2019 or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). The Company has reserved 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 JL-US Escrow Warrant In connection with an April 5, 2016 Unsecured Promissory Note, the Company issued into escrow in the name of JL-US a warrant to purchase an aggregate of 227,273 0.01 227,273 March 21, 2022 Little Harbor Escrow Warrant The Little Harbor July 2016 Note provides that the Company issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 01 2,168,178 July 21, 2022 |
DERIVATIVE LIABILITIES
DERIVATIVE LIABILITIES | 9 Months Ended |
Sep. 30, 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 adjusted EBITDA or the market price of the Company’s common stock do not meet certain defined amounts. The Company has recorded the estimated fair value of the warrants as of the date of issuance. Due to the variable terms of the warrant agreements, changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date are recorded as derivative liabilities with a corresponding charge to our condensed consolidated statements of comprehensive income (loss). As of September 30, 2016, the Company has estimated the total fair value of the derivative liabilities to be $ 2,988 33,091 14,065 28,128 The Company had the following activity in its derivative liabilities account since December 31, 2015: Nine Months Ended September 30, 2016 Derivative liabilities at December 31, 2015 $ 33,091 Exercise of warrants (1,975) Gain on change in fair value of derivative liabilities (28,128) Derivative liabilities at September 30, 2016 $ 2,988 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' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 STOCKHOLDERS’ EQUITY (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 25 822,890 6,878,520 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 shares of the Company’s common stock pursuant to that certain Surrender Agreement between Mr. Tolworthy and the Company, dated September 3, 2014. Treasury Stock In March 2016, the Company purchased an aggregate of 38,111,112 2,559,388 1 35,551,724 500 9,306,898 47,418,010 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 and Loss on Stock Price Guarantee At September 30, 2016, the stock subscription receivable dated August 1, 2014 for the purchase of 1,528,384 30 5 On August 6, 2016, the 18-month anniversary of the closing of a share purchase agreement, the Company must pay the purchaser of the common stock the difference between $ 2.29 |
NATURE OF OPERATIONS AND SUMM15
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 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] | The Company is an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our products include vitamins, minerals, specialty supplements and sports nutrition products primarily under the Twinlab® brand (including the Twinlab® Fuel family of sports nutrition products) and Reserveage nutrition brand ResVitale® brand name. We also manufacture and sell diet and energy products under the Metabolife® brand name and Re-Body® 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 Company also performs contract manufacturing services for private label products. The contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name. We do not market these products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers. |
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. |
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. The Company sells predominately in the North American and European markets, with international sales transacted in U.S. dollars. |
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. September 30, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,988 $ - $ - $ 2,988 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowances 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. As of September 30, 2016, total allowances amounted to $ 2,219 375 1,494 253 |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or market. Costs are determined using the weighted average cost method, and are reduced by an estimated reserve for obsolete inventory. |
Fair Value Of Warrants Issued Policy [Policy Text Block] | Value of Warrants Issued With Debt The Company estimates the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. The Company records the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Derivatives, Policy [Policy Text Block] | Derivative Liabilities The Company has recorded certain warrants as derivative liabilities at estimated fair value, as determined based on the Company’s use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option 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. |
Sale Leaseback Transactions, Policy [Policy Text Block] | Deferred gain on sale of assets The Company entered into a sale-leaseback arrangement relating to its office facilities in 2013. Under the terms of the arrangement, the Company sold an office building and surrounding land and then leased the property back under a 15-year operating lease. The Company recorded a deferred gain for the amount of the gain on the sale of the asset, to be recognized as a reduction of rent expense over the life of the lease. Accordingly, the Company recorded amortization of deferred gain as a reduction of rental expense of $ 41 amortization of $ 122 1,768 1,890 |
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 total 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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Weighted average number of shares outstanding - basic 250,806,152 224,407,542 264,740,245 222,344,684 Effect of dilutive securities 7,759,535 - 10,893,669 - Weighted average number of shares outstanding - dilutive 258,565,687 224,407,542 275,633,914 222,344,684 Weighted average securities which are not included in the calculation of diluted net income (loss) per common share because conditions have not been met 9,319,960 29,628,612 1,391,389 29,628,612 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to the Company’s top three customers aggregated to 25 37 26 33 11 18 11 23 39 30 |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain amounts in the 2015 consolidated financial statements have been reclassified to conform with the current year presentation. |
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. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230)”, which clarifies the classification of certain cash receipts and payments in the statement of cash flows. The amendments in this ASU are effective for public business entities for fiscal years beginning after December 15, 2017, including interim periods. We do not expect the new guidance to have a significant impact on our financial statements or related disclosures. 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 SUMM16
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2016 and December 31, 2015: September 30, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 2,988 $ - $ - $ 2,988 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 Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Weighted average number of shares outstanding - basic 250,806,152 224,407,542 264,740,245 222,344,684 Effect of dilutive securities 7,759,535 - 10,893,669 - Weighted average number of shares outstanding - dilutive 258,565,687 224,407,542 275,633,914 222,344,684 Weighted average securities which are not included in the calculation of diluted net income (loss) per common share because conditions have not been met 9,319,960 29,628,612 1,391,389 29,628,612 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following at: September 30, December 31, 2016 2015 Raw materials $ 5,324 $ 4,625 Work in process 1,879 1,130 Finished goods 12,680 10,084 19,883 15,839 Reserve for obsolete inventory (3,305) (2,112) $ 16,578 $ 13,727 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following at: September 30, December 31, 2016 2015 Machinery and equipment $ 10,885 $ 10,997 Computers and other 8,619 7,106 Aquifer 482 482 Leasehold improvements 1,518 1,518 Construction-in-progress 10 1,291 21,514 21,394 Accumulated depreciation and amortization (18,249) (17,682) $ 3,265 $ 3,712 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consisted of the following at: September 30, December 31, 2016 2015 Trademarks $ 18,066 $ 18,066 Customer relationships 19,110 19,110 Other 753 753 37,929 37,929 Accumulated amortization (7,163) (5,518) $ 30,766 $ 32,411 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | Debt consisted of the following at: September 30, December 31, 2016 2015 Related-Party Debt: July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $397 and $1,421 as of September 30, 2016 and December 31, 2015, respectively. $ 5,051 $ 6,615 July 2016 note payable to Little Harbor, LLC 2,589 - January 2016 note payable to GREAT HARBOR CAPITAL, LLC 2,500 - March 2016 note payable to GREAT HARBOR CAPITAL, LLC 7,000 - January 2016 note payable to Golisano Holdings LLC 2,500 - March 2016 note payable to Golisano Holdings LLC 7,000 - July 2016 note payable to Golisano Holdings LLC 2,589 - November 2014 note payable to Penta Mezzanine SBIC Fund I, L.P., net of discount and unamortized loan fees in the aggregate of $2,508 and $3,117 as of September 30, 2016 and December 31, 2015, respectively 5,492 4,883 February 2015 note payable to Penta Mezzanine SBIC Fund I, L.P., net of discount and unamortized loan fees in the aggregate of $219 and $271 as of September 30, 2016 and December 31, 2015, respectively 1,781 1,729 Total related-party debt 36,502 13,227 Senior Credit Facility with Midcap, net of unamortized loan fees of $365 and $586 as of September 30, 2016 and December 31, 2015, respectively 12,825 9,263 Other Debt January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,972 and $3,658 as of September 30, 2016 and December 31, 2015, respectively 2,028 1,342 April 2016 note payable to JL-Utah Sub, LLC 500 - Nutricap asset acquisition notes - 250 Capital lease obligations 2,744 3,868 Unsecured loans payable to vendors with interest rates ranging from 5% to 7.5% and maturity dates of April 21, April 29, and June 15, 2016 - 1,475 Total other debt 5,272 6,935 Total debt 54,599 29,425 Less current portion (8,874) (16,564) Long-term debt $ 45,725 $ 12,861 |
WARRANTS AND REGISTRATION RIG21
WARRANTS AND REGISTRATION RIGHTS AGREEMENTS (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2016, and changes during the nine months then ended, is presented below: Weighted Average Shares Exercise Price Outstanding, December 31, 2015 40,409,296 $ 0.37 Granted - - Canceled / Expired (14,285,714) 0.53 Exercised (1,697,136) - Outstanding, September 30, 2016 24,426,446 $ 0.31 |
DERIVATIVE LIABILITIES (Tables)
DERIVATIVE LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Nine Months Ended September 30, 2016 Derivative liabilities at December 31, 2015 $ 33,091 Exercise of warrants (1,975) Gain on change in fair value of derivative liabilities (28,128) Derivative liabilities at September 30, 2016 $ 2,988 |
NATURE OF OPERATIONS AND SUMM23
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | $ 2,988 | $ 33,091 |
Fair Value, Measurements, Recurring [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Derivative liabilities | 2,988 | 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 | $ 2,988 | $ 33,091 |
NATURE OF OPERATIONS AND SUMM24
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Weighted Average Number Of Shares [Line Items] | ||||
Weighted average number of shares outstanding - basic | 250,806,152 | 224,407,542 | 264,740,245 | 222,344,684 |
Effect of dilutive securities | 7,759,535 | 0 | 10,893,669 | 0 |
Weighted average number of shares outstanding - dilutive | 258,565,687 | 224,407,542 | 275,633,914 | 222,344,684 |
Weighted average securities which are not included in the calculation of diluted net income (loss) per common share because conditions have not been met | 9,319,960 | 29,628,612 | 1,391,389 | 29,628,612 |
NATURE OF OPERATIONS AND SUMM25
NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Concentration Risk [Line Items] | |||||
Allowance for Doubtful Accounts Receivable, Current | $ 2,219 | $ 2,219 | $ 1,494 | ||
Sale Leaseback Transaction, Deferred Gain, Monthly Amortization Amount | 41 | $ 41 | 122 | $ 122 | |
Sale Lease Back Transaction, Unamortized Deferred Gain | 1,768 | 1,768 | 1,890 | ||
Allowance for Doubtful Other Receivables, Current | $ 375 | $ 375 | $ 253 | ||
Sales Revenue, Net [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 25.00% | 37.00% | 26.00% | 33.00% | |
Sales Revenue, Net [Member] | Three Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | 18.00% | 11.00% | 23.00% | |
Accounts Receivable [Member] | Three Customers [Member] | |||||
Concentration Risk [Line Items] | |||||
Concentration Risk, Percentage | 39.00% | 30.00% |
GOING CONCERN (Details Textual)
GOING CONCERN (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Going Concern [Line Items] | ||||
Retained Earnings (Accumulated Deficit) | $ (215,203) | $ (223,788) | ||
Working Capital Deficiency | 1,719 | |||
Long-term Debt | 24,678 | 13,227 | ||
Long-term Debt, Current Maturities, Total | 8,874 | $ 16,564 | ||
Proceeds from Issuance of Debt | $ 22,089 | $ 7,000 | ||
Scenario, Forecast [Member] | ||||
Going Concern [Line Items] | ||||
Proceeds from Issuance of Debt | $ 4,362 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory [Line Items] | ||
Raw materials | $ 5,324 | $ 4,625 |
Work in process | 1,879 | 1,130 |
Finished goods | 12,680 | 10,084 |
Inventory, Gross | 19,883 | 15,839 |
Reserve for obsolete inventory | (3,305) | (2,112) |
Inventory, Net | $ 16,578 | $ 13,727 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | $ 21,514 | $ 21,394 |
Accumulated depreciation and amortization | (18,249) | (17,682) |
Property, Plant and Equipment, Net | 3,265 | 3,712 |
Machinery and equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 10,885 | 10,997 |
Computers and other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, Plant and Equipment, Gross | 8,619 | 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 | $ 10 | $ 1,291 |
PROPERTY AND EQUIPMENT (Detai29
PROPERTY AND EQUIPMENT (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Property, Plant and Equipment [Line Items] | |||||
Depreciation, Total | $ 221 | $ 122 | $ 567 | $ 366 | |
Machinery and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital Leased Assets, Gross | $ 1,390 | $ 1,390 | $ 1,737 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 37,929 | $ 37,929 |
Accumulated amortization | (7,163) | (5,518) |
Finite-Lived Intangible Assets, Net | 30,766 | 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 | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets | $ 557 | $ 204 | $ 1,645 | $ 584 |
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 | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Long-term Debt, Net | $ 24,678 | $ 13,227 |
Capital lease obligations | 2,744 | 3,868 |
Total | 54,599 | 29,425 |
Less current portion | (8,874) | (16,564) |
Long-term debt | 45,725 | 12,861 |
Total other debt | 5,272 | 6,935 |
Nutricap Asset Acquisition Notes [Member] | ||
Debt Instrument [Line Items] | ||
Note Payable | 0 | 250 |
January 2015 Note Payable To JL-BBNC Mezz Utah, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total other debt | 2,028 | 1,342 |
April 2016 Note Payable To JL-Utah Sub, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total other debt | 500 | 0 |
Senior Credit Facility With Midcap [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 12,825 | 9,263 |
Related Party July 2014 note payable to Little Harbor, LLC, [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 5,051 | 6,615 |
Related-Party Debt July 2016 note payable to Little Harbor, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 2,589 | 0 |
Related-Party Debt January 2016 note payable to GREAT HARBOR CAPITAL, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 2,500 | 0 |
Related-Party Debt March 2016 note payable to GREAT HARBOR CAPITAL, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 7,000 | 0 |
Related-Party Debt January 2016 note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 2,500 | 0 |
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 7,000 | 0 |
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 2,589 | 0 |
Unsecured Loan Payable To Vendors and Maturity Dates of April 21, April 29, and June 15, 2016 [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 0 | 1,475 |
Related Party Debt November 2014 note payable to Penta Mezzanine SBIC Fund I, L.P. [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | 5,492 | 4,883 |
Related-Party Debt February 2015 note payable to Penta Mezzanine SBIC Fund I, L.P., [Member] | ||
Debt Instrument [Line Items] | ||
Long-term Debt, Net | $ 1,781 | $ 1,729 |
DEBT (Details Textual)
DEBT (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2015 | Nov. 13, 2014 | Jul. 21, 2016 | Jul. 21, 2016 | Apr. 05, 2016 | Mar. 31, 2016 | Mar. 31, 2016 | Mar. 21, 2016 | Jan. 31, 2016 | Jan. 28, 2016 | Jan. 22, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 02, 2016 | Feb. 06, 2016 | Dec. 31, 2015 | Feb. 04, 2015 |
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 4,010 | $ 7,378 | |||||||||||||||
Little Harbor [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 16.20% | ||||||||||||||||
Debt Instrument, Periodic Payment | $ 4,900 | ||||||||||||||||
Share Price | $ 5.06 | ||||||||||||||||
Penta [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 90 | ||||||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | 4,960,740 | |||||||||||||||
Debt Instrument, Fee Amount | $ 273 | $ 250 | |||||||||||||||
Proceeds from Notes Payable | $ 2,000 | 8,000 | |||||||||||||||
Debt Instrument Periodic Principal Payments Due In First Four Quarters | 90 | 360 | |||||||||||||||
Debt Instrument Periodic Principal Payments Due In Next Four Quarters | 110 | 440 | |||||||||||||||
Debt Instrument Periodic Principal Payments Due Thereafter | 130 | 520 | |||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 250 | $ 3,770 | |||||||||||||||
JL [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Periodic Payment | $ 250 | ||||||||||||||||
Increased Debt Instrument Periodic Payment | 350 | ||||||||||||||||
Proceeds from Notes Payable | $ 5,000 | ||||||||||||||||
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% | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | ||||||||||||||||
Proceeds from Notes Payable | $ 8,000 | ||||||||||||||||
Notes Payable, Other Payables [Member] | Penta [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | ||||||||||||||||
Notes Payable, Other Payables [Member] | JL [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,400 | 434,809 | |||||||||||||||
Debt Instrument, Fee Amount | $ 152 | ||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 4,389 | ||||||||||||||||
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, Periodic Payment, Principal | $ 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, Unamortized Discount | $ 2,508 | 3,117 | |||||||||||||||
Note Payable maturing in February 2020 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | 2,972 | 3,658 | |||||||||||||||
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, Face Amount | 2,500 | ||||||||||||||||
Debt Instrument, Fee Amount | $ 2,750 | ||||||||||||||||
Promissory note payable 3.0 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Face Amount | $ 1,478 | ||||||||||||||||
Debt Instrument, Frequency of Periodic Payment | 12 | ||||||||||||||||
Notes Payable Maturing In March 2019 [Member] | JL Utah Sub LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 21 | ||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | ||||||||||||||||
Notes Payable to Bank, Noncurrent | $ 500 | ||||||||||||||||
Notes Payable Maturing In July 2017 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 397 | 1,421 | |||||||||||||||
Notes Payable maturing in November 2019 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | 219 | 271 | |||||||||||||||
Senior Credit Facility [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Unamortized Discount | $ 365 | $ 586 | |||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 5% | ||||||||||||||||
Senior Credit Facility [Member] | Fifth Third Bank [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 17,000 | ||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | 6.00% | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||||||||
Percentage Of Unused Line Fee Per Month | 0.50% | ||||||||||||||||
Percentage Of Management Fee Per Month | 1.20% | ||||||||||||||||
Revolving Credit Facility, Maximum Borrowing Capacity | $ 15,000 | ||||||||||||||||
Increasable Accounts Receivable And Inventory | $ 20,000 | ||||||||||||||||
Debt Instrument, Fee Amount | $ 540 | ||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 130 | ||||||||||||||||
Vendor Term Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument Maturity Date Period | June 15, 2016 | ||||||||||||||||
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 | ||||||||||||||||
Related Party July 2014 note payable to Little Harbor, LLC, [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Maturity Date | Jul. 25, 2017 | ||||||||||||||||
Unsecured Debt Note Payable To Golisano Holdings LLC Maturing Through January 28, 2019 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | |||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | $ 4,770 | |||||||||||||||
Proceeds from Related Party Debt | $ 2,589 | ||||||||||||||||
Related-Party Debt July 2016 note payable to Little Harbor, LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | |||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | $ 4,770 | |||||||||||||||
Proceeds from Related Party Debt | $ 2,589 |
WARRANTS AND REGISTRATION RIG34
WARRANTS AND REGISTRATION RIGHTS AGREEMENTS (Details) - Warrant [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, December 31, 2015 | shares | 40,409,296 |
Shares Granted | shares | 0 |
Shares Canceled / Expired | shares | (14,285,714) |
Shares Exercised | shares | (1,697,136) |
Outstanding, September 30, 2016 | shares | 24,426,446 |
Shares, Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.37 |
Shares Grants in Period, Weighted Average Exercise Price | $ / shares | 0 |
Shares Canceled / Expired, Weighted Average Exercise Price | $ / shares | 0.53 |
Shares Exercised, Weighted Average Exercise Price | $ / shares | 0 |
Shares Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.31 |
WARRANTS AND REGISTRATION RIG35
WARRANTS AND REGISTRATION RIGHTS AGREEMENTS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2016 | Feb. 06, 2015 | Feb. 04, 2015 | Nov. 13, 2014 | Jul. 21, 2016 | Apr. 30, 2016 | Mar. 31, 2016 | Mar. 31, 2016 | Jan. 31, 2016 | Jun. 30, 2015 | Apr. 30, 2015 | Jan. 22, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Apr. 05, 2016 | 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 | $ 6,066 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 12,697,977 | |||||||||||||||||
Penta [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 | 869,618 | 4,960,740 | ||||||||||||||||
Proceeds from Notes Payable | $ 2,000 | $ 8,000 | ||||||||||||||||
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 | |||||||||||||||||
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 | |||||||||||||||||
JL Properties, Inc [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||
Deposits Assets | $ 1,000 | |||||||||||||||||
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. | |||||||||||||||||
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 | |||||||||||||||||
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] | ||||||||||||||||||
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 | 227,273 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 227,273 | |||||||||||||||||
Warrant Expiration Date | Mar. 21, 2022 | |||||||||||||||||
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 | $ 0.01 | $ 1 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,168,178 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,168,178 | 7,327,934 | ||||||||||||||||
Number of Warrants Expired | 509,141 | |||||||||||||||||
Warrant Expiration Date | Jul. 21, 2022 | |||||||||||||||||
Number of Warrants Cancelled | 4,285,714 | |||||||||||||||||
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, Date from which Warrants or Rights Exercisable | Jul. 31, 2016 | |||||||||||||||||
Class of Warrant or Right, Outstanding | 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 | |||||||||||||||||
Class of Warrant or Right, Date from which Warrants or Rights Exercisable | Nov. 30, 2016 | |||||||||||||||||
Class of Warrant or Right, Outstanding | 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 | |||||||||||||||||
Esssex 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 | $ 0.77 | |||||||||||||||||
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 | |||||||||||||||||
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 | $ 2,016 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,136,363 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 212,022 | |||||||||||||||||
Warrant Expiration Date | Feb. 28, 2022 | |||||||||||||||||
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 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,181,816 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,181,816 | |||||||||||||||||
Warrant Expiration Date | Mar. 21, 2022 | |||||||||||||||||
Little Harbor July 2016 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 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,168,178 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,168,178 | |||||||||||||||||
Warrant Expiration Date | Jul. 21, 2022 | |||||||||||||||||
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 | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Derivative liabilities at December 31, 2015 | $ 33,091 |
Exercise of warrants | (1,975) |
Gain on change in fair value of derivative liabilities | (28,128) |
Derivative liabilities at September 30, 2016 | $ 2,988 |
DERIVATIVE LIABILITIES (Detai37
DERIVATIVE LIABILITIES (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Derivative Liability | $ 2,988 | $ 2,988 | $ 33,091 | ||
Derivative, Gain (Loss) on Derivative, Net, Total | $ 14,065 | $ (4,167) | $ 28,128 | $ (14,523) |
STOCKHOLDERS' EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT) (Details Textual) - USD ($) | Feb. 04, 2016 | Mar. 31, 2016 | Mar. 23, 2016 | Sep. 30, 2016 | Jul. 21, 2016 | Feb. 06, 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 | |||||||
Treasury Stock, Shares, Acquired | 47,418,010 | |||||||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | |||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30,000 | $ 30,000 | ||||||
Subscription Receivable Annual Interest Rate | 5.00% | |||||||
Common Stock Subscription Price Per Share | $ 2.29 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 822,890 | |||||||
Stock Market Price Guarantee [Member] | ||||||||
Loss Contingency Accrual, Payments | $ 3,210,000 | |||||||
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] | ||||||||
Treasury Stock, Shares, Acquired | 38,111,112 | |||||||
Golisano Warrant [Member] | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 7,327,934 | 2,168,178 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 0.01 | $ 1 | |||||
Number of Warrants Exercised | 509,141 | |||||||
Mr. Tolworthy [Member] | ||||||||
Treasury Stock, Shares, Acquired | 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 | |||||||
Thomas A [Member] | ||||||||
Treasury Stock, Shares, Acquired | 35,551,724 | |||||||
Treasury Stock, Value, Acquired, Cost Method | $ 500,000 | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||
Treasury Stock, Shares, Acquired | 2,559,388 | |||||||
Treasury Stock, Value, Acquired, Cost Method | $ 1,000 | |||||||
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 | 6,878,520 |