Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 11, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | Twinlab Consolidated Holdings, Inc. | |
Entity Central Index Key | 1,590,695 | |
Trading Symbol | tlcc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Common Stock, Shares Outstanding (in shares) | 252,924,027 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 487,000 | $ 5,097,000 |
Accounts receivable, net of allowance of $1,602 and $2,365, respectively | 9,275,000 | 7,768,000 |
Inventories, net | 21,545,000 | 17,601,000 |
Prepaid expenses and other current assets | 2,570,000 | 2,870,000 |
Total current assets | 33,877,000 | 33,336,000 |
Property and equipment, net | 3,109,000 | 3,528,000 |
Intangible assets, net | 29,032,000 | 30,197,000 |
Goodwill | 24,098,000 | 24,098,000 |
Other assets | 1,767,000 | 1,667,000 |
Total assets | 91,883,000 | 92,826,000 |
Current liabilities: | ||
Accounts payable | 7,648,000 | 7,866,000 |
Accrued expenses and other current liabilities | 8,030,000 | 11,434,000 |
Derivative liabilities | 7,750,000 | 6,455,000 |
Notes payable and current portion of long-term debt, net of discount of $1,952 and $2,297, respectively | 17,609,000 | 11,631,000 |
Total current liabilities | 41,037,000 | 37,386,000 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,646,000 | 1,727,000 |
Deferred tax liability | 959,000 | 959,000 |
Notes payable and long-term debt, net of current portion and discount of $2,551 and $3,451, respectively | 53,612,000 | 50,988,000 |
Total long-term liabilities | 56,217,000 | 53,674,000 |
Total liabilities | 97,254,000 | 91,060,000 |
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, 387,730,078 shares issued | 388,000 | 388,000 |
Additional paid-in capital | 226,680,000 | 226,380,000 |
Stock subscriptions receivable | (30,000) | (30,000) |
Treasury stock, 134,806,051 and 134,163,685 shares at cost, respectively | (500,000) | (500,000) |
Accumulated deficit | (231,909,000) | (224,472,000) |
Total stockholders’ equity (deficit) | (5,371,000) | 1,766,000 |
Total liabilities and stockholders' equity (deficit) | $ 91,883,000 | $ 92,826,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance | $ 1,602 | $ 2,365 |
Notes payable and current portion of long-term debt, unamortized discount | 1,952 | 2,297 |
Notes payable and long-term debt, net of current portion, unamortized discount | $ 2,551 | $ 3,451 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued (in shares) | 387,730,078 | 387,730,078 |
Treasury stock, shares (in shares) | 134,806,051 | 134,163,685 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net sales | $ 21,419 | $ 22,222 | $ 45,518 | $ 42,839 |
Cost of sales | 15,766 | 16,247 | 33,265 | 33,442 |
Gross profit | 5,653 | 5,975 | 12,253 | 9,397 |
Selling, general and administrative expenses | 7,333 | 8,567 | 13,928 | 18,489 |
Loss from operations | (1,680) | (2,592) | (1,675) | (9,092) |
Other income (expense): | ||||
Interest expense, net | (2,478) | (2,147) | (4,442) | (4,107) |
Loss on stock purchase guarantee | (3,210) | |||
Gain (loss) on change in derivative liabilities | (297) | 1,072 | (1,295) | 14,063 |
Other expense, net | (25) | (23) | (24) | (21) |
Total other income (expense) | (2,800) | (1,098) | (5,761) | 6,725 |
Loss before income taxes | (4,480) | (3,690) | (7,436) | (2,367) |
Provision for income taxes | (13) | (17) | ||
Total comprehensive loss | $ (4,480) | $ (3,703) | $ (7,436) | $ (2,384) |
Weighted average number of common shares outstanding – basic (in shares) | 252,959,714 | 250,762,072 | 252,941,772 | 271,783,852 |
Net loss per common share – basic (in dollars per share) | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.01) |
Weighted average number of common shares outstanding – diluted (2016 corrected - see Note 1) (in shares) | 252,959,714 | 266,753,987 | 252,941,772 | 285,936,529 |
Net loss per common share – diluted (2016 corrected - see Note 1) (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.06) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (7,436) | $ (2,384) |
Depreciation and amortization | 1,612 | 1,352 |
Amortization of debt discount | 1,244 | 1,129 |
Stock-based compensation | 301 | 358 |
Provision for obsolete inventory | 119 | 816 |
Provision for losses on accounts receivable | (296) | 1,064 |
Loss on stock purchase price guarantee | 3,210 | |
(Gain) loss on change in derivative liabilities | 1,295 | (14,063) |
Other non-cash items | (81) | |
Accounts receivable | (1,692) | (1,518) |
Inventories | (4,063) | (952) |
Prepaid expenses and other current assets | 300 | (1,037) |
Other assets | (102) | 97 |
Accounts payable | (218) | (3,515) |
Accrued expenses and other current liabilities | (204) | 2,461 |
Net cash used in operating activities | (8,740) | (12,982) |
Purchase of property and equipment | (29) | (110) |
Proceeds from the exercise of warrants | 1 | |
Proceeds from the issuance of debt | 3,267 | 19,500 |
Repayment of debt | (1,057) | (2,479) |
Net borrowings from revolving credit facility | 1,949 | 755 |
Decrease in security deposits | 27 | |
Net cash provided by financing activities | 4,159 | 17,804 |
Net increase (decrease) in cash | (4,610) | 4,712 |
Cash at the beginning of the period | 5,097 | 1,240 |
Cash at the end of the period | 487 | 5,952 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 3,198 | 2,094 |
Cash paid for income taxes | 27 | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Decrease in derivative liabilities and increase in common stock and additional paid-in capital on exercise of warrants | 1,975 | |
Issuance of other liability for purchase of treasury shares | 500 | |
Relief of stock subscription accrual through long-term debt | (3,200) | |
Issuance of new long-term debt as payment of existing prepaid stock subscription | $ 3,200 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 Organization Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 August 7, 2014, Nature of Operations We are 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 sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays, powders and whole herbs. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers. We also perform contract manufacturing services for private label products. Our 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 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 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 U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not not may 10 December 31, 2016 March 31, 2017. 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, intangibles and goodwill and the estimated value of warrants and derivative liabilities. 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. We sell predominately in the North American and European markets, with international sales transacted in U.S. dollars. Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three Level 1 Level 2 1 Level 3 no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of June 30, 2017 December 31, 2016: June 30, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 7,750 $ - $ - $ 7,750 December 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,455 $ - $ - $ 6,455 Accounts Receivable and Allowances We grant credit to customers and generally do not June 30, 2017, $1,602, $296 December 31, 2016, $2,365, $481 Inventories Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 10 8 3 Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 30 We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability. Goodwill Goodwill is not may not Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not Indefinite-Lived Intangible Assets Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings, LLC (“Organic Holdings”), a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage TM not June 30, 2017 December 31, 2016 $5,900. Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record 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. Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our 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. Deferred gain on sale of assets We entered into a sale-leaseback arrangement relating to our office facilities in 2013. 15 $41 three June 30, 2017 2016. six June 30, 2017 2016, $81 $82, June 30, 2017 December 31, 2016, $1,646 $1,727, Net Loss per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares 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. The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 (as corrected) Numerator: Net loss $ (4,480 ) $ (3,703 ) $ (7,436 ) $ (2,384 ) Effect of dilutive securities on net loss: Common stock warrants - (1,072 ) - (14,063 ) Total net loss for purpose of calculating diluted net loss per common share $ (4,480 ) $ (4,775 ) $ (7,436 ) $ (16,447 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 252,959,714 250,762,072 252,941,772 271,783,852 Weighted-average effect of dilutive securities: Common stock warrants - 15,991,915 - 14,152,677 Total shares for purpose of calculating diluted net loss per common share 252,959,714 266,753,987 252,941,772 285,936,529 Net loss per common share: Basic $ (0.02 ) $ (0.01 ) $ (0.03 ) $ (0.01 ) Diluted $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.06 ) Correction of 2016 The diluted net loss per share for the period ended June 30, 2016 For the period ended June 30, 2016, not three six June 30, 2016 The table below reflects the diluted net loss per share as originally reported and net loss per share as corrected for the three six June 30, 2016. As originally reported As corrected Diluted net loss per shares (three months) $ (0.01 ) $ (0.02 ) Diluted net loss per shares (six months) $ (0.01 ) $ (0.06 ) Weighted average shares outstanding - diluted (three months) 250,762,072 266,753,987 Weighted average shares oustanding - diluted (six months) 271,783,852 285,936,529 Additionally, the diluted loss per share for the period ended September 30, 2016 10 September 30, 2017. three nine September 30, 2016 0.01 0.07 The errors were corrected as of December 31, 2016, not 10 not 10 2016. Significant Concentration of Credit Risk Sales to our top three 22% 26% three June 30, 2017 2016, 26% six June 30, 2017 2016. one 10% 9% three June 30, 2017 2016, 12% 10% six June 30, 2017 2016, 39% 29% June 30, 2017 December 31, 2016, Recent Accounting Pronouncements In July 2017, No. 2017 11, 815 The amendments of this update change the determination of whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no December 15, 2018. We have not In January 2017, No. 2017 04, 350 2 not December 15, 2019. January 1, 2017. We do not In March 2016, No. 2016 09, 718 December 15, 2016, not In February 2016, No. 2016 02, 842 December 15, 2018 not Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, we do not |
Note 2 - Going Concern
Note 2 - Going Concern | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 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. In most periods since our formation, we have generated losses from operations. At June 30, 2017, $231,909. third Because of our history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $7,160 June 30, 2017. $17,609 12 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. We believe that we may no |
Note 3 - Inventories
Note 3 - Inventories | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 Inventories consisted of the following at: June 30, December 31, 2017 2016 Raw materials $ 7,020 $ 4,912 Work in process 1,448 1,189 Finished goods 15,134 13,438 23,602 19,539 Reserve for obsolete inventory (2,057 ) (1,938 ) $ 21,545 $ 17,601 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 Property and equipment consisted of the following at: June 30, December 31, 2017 2016 Machinery and equipment $ 12,155 $ 10,885 Computers and other 9,148 9,119 Aquifer 482 482 Leasehold improvements 1,518 1,518 23,303 22,004 Accumulated depreciation and amortization (20,194 ) (18,476 ) $ 3,109 $ 3,528 Assets held under capital leases are included in machinery and equipment and amounted to $1,116 $1,142 June 30, 2017 December 31, 2016, Depreciation and amortization expense totaled $220 $162 three June 30, 2017 2016, $447 $346 six June 30, 2017 2016, . |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5 Intangible assets consisted of the following at: June 30, December 31, 2017 2016 Trademarks $ 12,166 $ 12,166 Indefinite-lived intangible assets 5,900 5,900 Customer relationships 19,110 19,110 Other 753 753 37,929 37,929 Accumulated amortization (8,897 ) (7,732 ) $ 29,032 $ 30,197 Trademarks are amortized over periods ranging from 3 30 15 16 3 $582 three June 30, 2017 2016 $1,165 $1,088 six June 30, 2017 2016, |
Note 6 - Debt
Note 6 - Debt | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6 Debt consisted of the following at: June 30, December 31, 2017 2016 Related-Party Debt: July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $7 and $206 as of June 30, 2017 and December 31 2016, respectively. $ 3,259 $ 3,061 July 2016 note payable to Little Harbor, LLC 4,770 4,770 January 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 March 2016 note payable to Great Harbor Capital, LLC 7,000 7,000 December 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 - November 2014 note payable to Golisano Holdings LLC (formerly payble to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1,898 and $2,304 as of June 30, 2017 and December 31, 2016, respectively 6,102 5,696 January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $2,286 as of June 30, 2017 2,714 - February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $166 and $201 as of June 30, 2017 and December 31, 2016, respectively 1,834 1,799 Total related-party debt 50,716 44,096 Senior Credit Facility with Midcap, net of unamortized loan fees of $146 and $293 as of June 30, 2017 and December 31, 2016, respectively 15,131 13,035 Other Debt: January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,744 as of December 31, 2016 - 2,256 April 2016 note payable to JL-Utah Sub, LLC 437 500 Capital lease obligations 1,737 2,732 Huntington Holdings 3,200 - Total other debt 5,374 5,488 Total debt 71,221 62,619 Less current portion (17,609 ) (11,631 ) Long-term debt $ 53,612 $ 50,988 Related-Party Debt July 2014 Pursuant to a July 2014 $4,900 3 ninety $5.06 July 25, 2017. 16.2%, July 2014, July 2016 On July 21, 2016, may, $4,770. January 28, 2019 8.5%, not July 2014 December 31, 2016, $4,770. 7 January 2016 Pursuant to a January 28, 2016 $2,500. January 28, 2019, 8.5%, 24 $104 February 28, 2017 January 28, 2018. 7 March 2016 Pursuant to a March 21, 2016 $7,000. March 21, 2019 8.5%, 24 $292 April 21, 2017 January 21, 2018 7 December 2016 Pursuant to a December 31, 2016 $2,500. December 30, 2019 8.5%, 7 November 2014 On November 13, 2014, $8,000, November 13, 2019 November 13, 2017 $360 first four $440 four $520 January 13, 2018 12% 4,960,740 7 $3,770, $273, March 8, 2017, January 2015 On January 22, 2015, $5,000, February 13, 2020 March 1, 2017 $250 $350 January 1, 2018 12% 2,329,400 January 22, 2015 434,809 February 4, 2015 ( 7 $4,389, $152 March 8, 2017 February 2015 On February 6, 2015, $2,000, November 13, 2019 November 13, 2017 $90 first four $110 four $130 January 13, 2018 12% 869,618 7 $250, $90, March 8, 2017, January 2016 Pursuant to a January 28, 2016 $2,500. January 28, 2019 8.5%, 24 $104 February 28, 2017 January 28, 2018 7 March 2016 Pursuant to a March 21, 2016 $7,000. March 21, 2019 8.5%, 24 $292 April 21, 2017 January 21, 2018 7 July 2016 On July 21, 2016, may, $4,770 July 2016 July 2016 January 28, 2019 8.5% July 2016 7 December 31, 2016, $4,770. December 2016 Pursuant to a December 31, 2016 $2,500. December 30, 2019 8.5%, 7 March 201 7 Note Payable to Golisano Holdings LLC Pursuant to a March 14, 2017 $3,267. December 30, 2019 8.5%, 7 Senior Credit Facility On January 22, 2015, three $15,000 $20,000, X September 2, 2016, $17,000 12 first 0.50% 1.20% 5% 6.05% June 30, 2017. 500,000 7 $130, $540 Other Debt April 2016 JL-Utah Sub, LLC Pursuant to an April 5, 2016 $500. March 21, 2019 8.5%, 24 $21 April 21, 2017 Capital Lease Obligations Our 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. Huntington Holdings, LLC On August 6, 2016, 18 $2.29 $3,210. $3,210 2016, December 31, 2016. On June 2, 2017, two June 2, 2019 $3,200 8.5% August 6, 2016 August 15, 2017, 10% $50 August 6, 2016 Huntington was required to return 778,385 749,999 August 14, 2017, 778,385 no August 15, 2017, not $140 764,192 August 15, 2017 not no four Financial Covenants Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. We amended our debt agreements with MidCap, Penta and JL, effective July 29, 2016, June 30, 2017, |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Warrants Disclosure [Text Block] | NOTE 7 The following table presents a summary of the status of our issued warrants as of June 30, 2017, six Weighted Average Shares Exercise Price Outstanding, December 31, 2016 15,855,017 0.18 Granted - - Canceled / Expired - - Exercised - - Outstanding, June 30, 2017 15,855,017 0.18 Warrants Issued Midcap Warrant In connection with the line of credit agreement with MidCap described in Note 6, January 22, 2018, 500,000 $0.76 January 22, 2015, October 1, 2015, Penta Warrants Pursuant to a Stock Purchase Agreement dated June 30, 2015, 807,018 $0.01 June 30, 2020. October 1, 2015, JL Warrants Pursuant to a June 30, 2015 403,509 $0.01 June 30, 2020, October 1, 2015, two 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, 1,428,571 $0.77 June 30, 2020. 350,649 JL Properties, Inc. Warrants In April 2015, $1,000 April 30, 2015, two The first 465,880 $0.01, April 30, 2020. December 31, 2018 not $19,250. two The second 86,962 $1.00, April 30, 2020. second We have granted JL Properties certain registration rights, commencing October 1, 2015, two Golisano LLC Warrants (formerly Penta Warrants ) In connection with the November 13, 2014 $8,000 6 4,960,740 $0.01, November 13, 2019. 869,618 $1.00 November 13, 2019. October 1, 2015, 4,960,740 x ten twelve not not 4,960,740 x eleven twelve $3,750. March 8, 2017 ( 6 Golisano LLC Warrants (formerly JL Warrants ) In connection with the January 22, 2015 2,329,400 $0.01, February 13, 2020. February 4, 2015, 434,809 $1.00 February 13, 2020. October 1, 2015, two December 31, 2016, 1,187,995 $1. March 8, 2017 ( 6 Golisano LLC Warrants Pursuant to an October 2015 third October 5, 2015. 12,697,977 $.001 sixty not October 5, 2015, February 6, 2016, 509,141 $1. December 31, 2016, 6,857,143 June 30, 2017, 4,756,505 Warrants Issued into Escrow Golisano Escrow Warrants In connection with a January 28, 2016 1,136,363 $0.01 “January 2016 January 2016 not January 28, 2019 1,136,363 January 2016 January 2016 February 28, 2022. January 2016 In connection with a March 21, 2016 3,181,816 $0.01 “March 2016 March 2016 not March 21, 2019 3,181,816 March 2016 March 2016 March 21, 2022 March 2016 In connection with the Golisano LLC July 2016 2,168,178 $0.01 July 2016 July 2016 not July 2016 January 28, 2019 July 2016 2,168,178 July 2016 July 2016 July 21, 2022 July 2016 In connection with the Golisano LLC December 2016 1,136,363 $0.01 December 2016 December 2016 not December 2016 December 30, 2019 December 2016 1,136,363 December 2016 December 2016 December 30, 2022 December 2016 In connection with the Golisano LLC March 2017 1,484,847 $0.01 March 2017 March 2017 not March 2017 December 30, 2019 March 2017 1,484,847 March 2017 March 2017 March 14, 2023 March 2017 We previously entered into a Registration Rights Agreement with Golisano LLC, dated as of October 5, 2015 ( GH Escrow Warrants In connection with a January 28, 2016 1,136,363 $0.01 “January 2016 January 2016 not January 28, 2019 1,136,363 January 2016 January 2016 February 28, 2022 January 2016 In connection with a March 21, 2016 3,181,816 $0.01 “March 2016 March 2016 not March 21, 2019 3,181,816 March 2016 March 2016 March 21, 2022 March 2016 In connection with the GH December 2016 1,136,363 $0.01 “December 2016 December 2016 not December 2016 December 30, 2019 December 2016 1,136,363 December 2016 December 2016 December 30, 2022 December 2016 JL-US Escrow Warrant In connection with an April 5, 2016 227,273 $0.01 not March 21, 2019 227,273 March 21, 2022. Little Harbor Escrow Warrant The Little Harbor July 2016 2,168,178 $0.01 July 2016 July 2016 not July 2016 January 28, 2019 July 2016 2,168,178 July 2016 July 2016 July 21, 2022 July 2016 July 2016 July 2016 |
Note 8 - Derivative Liabilities
Note 8 - Derivative Liabilities | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | NOTE 8 The number of shares of common stock issuable pursuant to certain warrants issued in 2015 not June 30, 2017, $7,750 $6,455 December 31, 2016. December 31, 2016: Six Months Ended June 30, 2017 Derivative liabilities at December 31, 2016 $ 6,455 Loss on change in fair value of derivative liabilities 1,295 Derivative liabilities at June 30, 2017 $ 7,750 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. |
Note 9 - Stockholders' Equity (
Note 9 - Stockholders' Equity (Deficit) | 6 Months Ended |
Jun. 30, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 Preferred Stock The Company has authorized 500,000,000 $0.001 No Twinlab Consolidation Corporation 2013 The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation 2013 September 16, 2014. 20,000,000 January December 2015, one 25% 2019. six June 30, 2017, not As of June 30, 2017, 5,635,626 Common Stock Repurchase On January 5, 2017, 642,366 $1. Stock Subscription Receivable and Loss on Stock Price Guarantee At June 30, 2017, August 1, 2014 1,528,384 $30 5%. On August 6, 2016, 18 $2.29 $3,210. $3,210 2016, December 31, 2016. On June 2, 2017, two June 2, 2019 $3,200 8.5% August 6, 2016 August 15, 2017, 10% $50 August 6, 2016 Huntington was required to return 778,385 749,999 August 14, 2017, 778,385 no August 15, 2017, not $140 764,192 August 15, 2017 not no four |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization [Policy Text Block] | Organization Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 August 7, 2014, |
Nature of Operations [Policy Text Block] | Nature of Operations We are 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 sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays, powders and whole herbs. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers. We also perform contract manufacturing services for private label products. Our 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 |
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 U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not not may 10 December 31, 2016 March 31, 2017. |
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, intangibles and goodwill 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. We sell 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 We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three Level 1 Level 2 1 Level 3 no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of June 30, 2017 December 31, 2016: June 30, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 7,750 $ - $ - $ 7,750 December 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,455 $ - $ - $ 6,455 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowances We grant credit to customers and generally do not June 30, 2017, $1,602, $296 December 31, 2016, $2,365, $481 |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 10 8 3 Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 30 We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not may not |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not |
Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings are determined to have an indefinite useful economic life and as such are not June 30, 2017 December 31, 2016 $5,900. |
Fair Value of Warrants Issued, Policy [Policy Text Block] | Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record 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 We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our 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 We entered into a sale-leaseback arrangement relating to our office facilities in 2013. 15 $41 three June 30, 2017 2016. six June 30, 2017 2016, $81 $82, June 30, 2017 December 31, 2016, $1,646 $1,727, |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares 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. The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows: Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 (as corrected) Numerator: Net loss $ (4,480 ) $ (3,703 ) $ (7,436 ) $ (2,384 ) Effect of dilutive securities on net loss: Common stock warrants - (1,072 ) - (14,063 ) Total net loss for purpose of calculating diluted net loss per common share $ (4,480 ) $ (4,775 ) $ (7,436 ) $ (16,447 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 252,959,714 250,762,072 252,941,772 271,783,852 Weighted-average effect of dilutive securities: Common stock warrants - 15,991,915 - 14,152,677 Total shares for purpose of calculating diluted net loss per common share 252,959,714 266,753,987 252,941,772 285,936,529 Net loss per common share: Basic $ (0.02 ) $ (0.01 ) $ (0.03 ) $ (0.01 ) Diluted $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.06 ) Correction of 2016 The diluted net loss per share for the period ended June 30, 2016 For the period ended June 30, 2016, not three six June 30, 2016 The table below reflects the diluted net loss per share as originally reported and net loss per share as corrected for the three six June 30, 2016. As originally reported As corrected Diluted net loss per shares (three months) $ (0.01 ) $ (0.02 ) Diluted net loss per shares (six months) $ (0.01 ) $ (0.06 ) Weighted average shares outstanding - diluted (three months) 250,762,072 266,753,987 Weighted average shares oustanding - diluted (six months) 271,783,852 285,936,529 Additionally, the diluted loss per share for the period ended September 30, 2016 10 September 30, 2017. three nine September 30, 2016 0.01 0.07 The errors were corrected as of December 31, 2016, not 10 not 10 2016. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to our top three 22% 26% three June 30, 2017 2016, 26% six June 30, 2017 2016. one 10% 9% three June 30, 2017 2016, 12% 10% six June 30, 2017 2016, 39% 29% June 30, 2017 December 31, 2016, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In January 2017, No. 2017 04, 350 2 not December 15, 2019. January 1, 2017. We do not In March 2016, No. 2016 09, 718 December 15, 2016, not In February 2016, No. 2016 02, 842 December 15, 2018 not Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, we do not |
Note 1 - Nature of Operations16
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | June 30, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 7,750 $ - $ - $ 7,750 December 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,455 $ - $ - $ 6,455 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Six Months Ended June 30, June 30, 2017 2016 2017 2016 (as corrected) Numerator: Net loss $ (4,480 ) $ (3,703 ) $ (7,436 ) $ (2,384 ) Effect of dilutive securities on net loss: Common stock warrants - (1,072 ) - (14,063 ) Total net loss for purpose of calculating diluted net loss per common share $ (4,480 ) $ (4,775 ) $ (7,436 ) $ (16,447 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 252,959,714 250,762,072 252,941,772 271,783,852 Weighted-average effect of dilutive securities: Common stock warrants - 15,991,915 - 14,152,677 Total shares for purpose of calculating diluted net loss per common share 252,959,714 266,753,987 252,941,772 285,936,529 Net loss per common share: Basic $ (0.02 ) $ (0.01 ) $ (0.03 ) $ (0.01 ) Diluted $ (0.02 ) $ (0.02 ) $ (0.03 ) $ (0.06 ) |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | As originally reported As corrected Diluted net loss per shares (three months) $ (0.01 ) $ (0.02 ) Diluted net loss per shares (six months) $ (0.01 ) $ (0.06 ) Weighted average shares outstanding - diluted (three months) 250,762,072 266,753,987 Weighted average shares oustanding - diluted (six months) 271,783,852 285,936,529 |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | June 30, December 31, 2017 2016 Raw materials $ 7,020 $ 4,912 Work in process 1,448 1,189 Finished goods 15,134 13,438 23,602 19,539 Reserve for obsolete inventory (2,057 ) (1,938 ) $ 21,545 $ 17,601 |
Note 4 - Property and Equipme18
Note 4 - Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | June 30, December 31, 2017 2016 Machinery and equipment $ 12,155 $ 10,885 Computers and other 9,148 9,119 Aquifer 482 482 Leasehold improvements 1,518 1,518 23,303 22,004 Accumulated depreciation and amortization (20,194 ) (18,476 ) $ 3,109 $ 3,528 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | June 30, December 31, 2017 2016 Trademarks $ 12,166 $ 12,166 Indefinite-lived intangible assets 5,900 5,900 Customer relationships 19,110 19,110 Other 753 753 37,929 37,929 Accumulated amortization (8,897 ) (7,732 ) $ 29,032 $ 30,197 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | June 30, December 31, 2017 2016 Related-Party Debt: July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $7 and $206 as of June 30, 2017 and December 31 2016, respectively. $ 3,259 $ 3,061 July 2016 note payable to Little Harbor, LLC 4,770 4,770 January 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 March 2016 note payable to Great Harbor Capital, LLC 7,000 7,000 December 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 - November 2014 note payable to Golisano Holdings LLC (formerly payble to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1,898 and $2,304 as of June 30, 2017 and December 31, 2016, respectively 6,102 5,696 January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $2,286 as of June 30, 2017 2,714 - February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $166 and $201 as of June 30, 2017 and December 31, 2016, respectively 1,834 1,799 Total related-party debt 50,716 44,096 Senior Credit Facility with Midcap, net of unamortized loan fees of $146 and $293 as of June 30, 2017 and December 31, 2016, respectively 15,131 13,035 Other Debt: January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,744 as of December 31, 2016 - 2,256 April 2016 note payable to JL-Utah Sub, LLC 437 500 Capital lease obligations 1,737 2,732 Huntington Holdings 3,200 - Total other debt 5,374 5,488 Total debt 71,221 62,619 Less current portion (17,609 ) (11,631 ) Long-term debt $ 53,612 $ 50,988 |
Note 7 - Warrants and Registr21
Note 7 - Warrants and Registration Rights Agreements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Average Shares Exercise Price Outstanding, December 31, 2016 15,855,017 0.18 Granted - - Canceled / Expired - - Exercised - - Outstanding, June 30, 2017 15,855,017 0.18 |
Note 8 - Derivative Liabiliti22
Note 8 - Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Notes Tables | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Six Months Ended June 30, 2017 Derivative liabilities at December 31, 2016 $ 6,455 Loss on change in fair value of derivative liabilities 1,295 Derivative liabilities at June 30, 2017 $ 7,750 |
Note 1 - Nature of Operations23
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2017USD ($)$ / shares | Sep. 30, 2016$ / shares | Jun. 30, 2016USD ($)$ / shares | Jun. 30, 2017USD ($)$ / shares | Jun. 30, 2016USD ($)$ / shares | Sep. 30, 2016$ / shares | Dec. 31, 2016USD ($) | |
Allowance for Doubtful Accounts Receivable, Current | $ 1,602 | $ 1,602 | $ 2,365 | ||||
Provision for Doubtful Accounts | $ (296) | $ 1,064 | (481) | ||||
Earnings Per Share, Diluted | $ / shares | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.06) | |||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | $ 5,900 | $ 5,900 | 5,900 | ||||
Lessor, Operating Lease, Term of Contract | 15 years | ||||||
Amortization of Deferred Gain on Sale of Assets | 41 | $ 41 | $ 81 | $ 82 | |||
Deferred Gain on Sale of Property | $ 1,646 | $ 1,646 | $ 1,727 | ||||
Sales Revenue, Net [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | |||||||
Concentration Risk, Percentage | 22.00% | 26.00% | 26.00% | 26.00% | |||
Number of Major Customers | 3 | 1 | |||||
Sales Revenue, Net [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | |||||||
Concentration Risk, Percentage | 10.00% | 9.00% | 12.00% | 10.00% | |||
Number of Major Customers | 1 | 3 | |||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||||||
Concentration Risk, Percentage | 39.00% | 29.00% | |||||
Restatement Adjustment [Member] | |||||||
Earnings Per Share, Diluted | $ / shares | $ (0.01) | $ (0.07) | |||||
Minimum [Member] | Trademarks and Customer Relationships [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||||||
Maximum [Member] | Trademarks and Customer Relationships [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 30 years | ||||||
Machinery and Equipment [Member] | Minimum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 7 years | ||||||
Machinery and Equipment [Member] | Maximum [Member] | |||||||
Property, Plant and Equipment, Useful Life | 10 years | ||||||
Furniture and Fixtures [Member] | |||||||
Property, Plant and Equipment, Useful Life | 8 years | ||||||
Computer Equipment [Member] | |||||||
Property, Plant and Equipment, Useful Life | 3 years |
Note 1 - Nature of Operations24
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Derivative liabilities | $ 7,750 | $ 6,455 |
Fair Value, Measurements, Recurring [Member] | ||
Derivative liabilities | 7,750 | 6,455 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative liabilities | 0 | 0 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative liabilities | $ 7,750 | $ 6,455 |
Note 1 - Nature of Operations25
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Net loss | $ (4,480) | $ (3,703) | $ (7,436) | $ (2,384) |
Common stock warrants | (1,072) | (14,063) | ||
Total net loss for purpose of calculating diluted net loss per common share | $ (4,480) | $ (4,775) | $ (7,436) | $ (16,447) |
Total shares for purposes of calculating basic net loss per common share (in shares) | 252,959,714 | 250,762,072 | 252,941,772 | 271,783,852 |
Common stock warrants (in shares) | 15,991,915 | 14,152,677 | ||
Total shares for purpose of calculating diluted net loss per common share (in shares) | 252,959,714 | 266,753,987 | 252,941,772 | 285,936,529 |
Basic (in dollars per share) | $ (0.02) | $ (0.01) | $ (0.03) | $ (0.01) |
Diluted (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.06) |
Note 1 - Nature of Operations26
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Restatement of 2016 Diluted Net Loss Per Share (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Earnings Per Share, Diluted | $ (0.02) | $ (0.02) | $ (0.03) | $ (0.06) |
Weighted average shares outstanding - diluted (three months) (in shares) | 252,959,714 | 266,753,987 | 252,941,772 | 285,936,529 |
Scenario, Previously Reported [Member] | ||||
Earnings Per Share, Diluted | $ (0.01) | $ (0.01) | ||
Weighted average shares outstanding - diluted (three months) (in shares) | 250,762,072 | 271,783,852 |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Retained Earnings (Accumulated Deficit) | $ (231,909) | $ (224,472) |
Working Capital Deficiency | 7,160 | |
Long-term Debt, Current Maturities | $ 17,609 | $ 11,631 |
Note 3 - Inventories - Summary
Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Raw materials | $ 7,020 | $ 4,912 |
Work in process | 1,448 | 1,189 |
Finished goods | 15,134 | 13,438 |
23,602 | 19,539 | |
Reserve for obsolete inventory | (2,057) | (1,938) |
$ 21,545 | $ 17,601 |
Note 4 - Property and Equipme29
Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Depreciation | $ 220 | $ 162 | $ 447 | $ 346 | |
Machinery and Equipment [Member] | |||||
Capital Leased Assets, Gross | $ 1,116 | $ 1,116 | $ 1,142 |
Note 4 - Property and Equipme30
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property and equipment | $ 23,303 | $ 22,004 |
Accumulated depreciation and amortization | (20,194) | (18,476) |
3,109 | 3,528 | |
Machinery and Equipment [Member] | ||
Property and equipment | 12,155 | 10,885 |
Computers and Other [Member] | ||
Property and equipment | 9,148 | 9,119 |
Aquifer [Member] | ||
Property and equipment | 482 | 482 |
Leasehold Improvements [Member] | ||
Property and equipment | $ 1,518 | $ 1,518 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Amortization of Intangible Assets | $ 582 | $ 582 | $ 1,165 | $ 1,088 |
Other Intangible Assets [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Minimum [Member] | Trademarks [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 3 years | |||
Minimum [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 15 years | |||
Maximum [Member] | Trademarks [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 30 years | |||
Maximum [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 16 years |
Note 5 - Intangible Assets - Su
Note 5 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Indefinite-lived intangible assets | $ 5,900 | $ 5,900 |
37,929 | 37,929 | |
Accumulated amortization | (8,897) | (7,732) |
29,032 | 30,197 | |
Trademarks [Member] | ||
Intangible assets | 12,166 | 12,166 |
Customer Relationships [Member] | ||
Intangible assets | 19,110 | 19,110 |
Other Intangible Assets [Member] | ||
Intangible assets | $ 753 | $ 753 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) | Jun. 02, 2019 | Jun. 02, 2017 | Mar. 14, 2017 | Dec. 31, 2016 | Sep. 02, 2016 | Aug. 06, 2016 | Jul. 21, 2016 | Apr. 05, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Feb. 06, 2015 | Jan. 22, 2015 | Nov. 13, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 29, 2017 | Jun. 30, 2016 | Jun. 02, 2017 | Dec. 31, 2016 | Aug. 15, 2017 | Mar. 31, 2017 | Feb. 04, 2015 |
Loss on Stock Purchase Guarantees | $ 3,210,000 | $ 3,210,000 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 15,855,017 | 15,855,017 | 15,855,017 | |||||||||||||||||||
Interest Paid | $ 3,198,000 | $ 2,094,000 | |||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | 1,528,384 | |||||||||||||||||||||
Revolving Credit Facility [Member] | Midcap Funding X Trust [Member] | |||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 540,000 | ||||||||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||||||||
Line of Credit Facility, Potential Maximum Borrowing Capacity | $ 20,000,000 | ||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 17,000,000 | $ 15,000,000 | |||||||||||||||||||||
Percentage of Unused Line Fee Per Month | 0.50% | ||||||||||||||||||||||
Percentage of Management Fee Per Month | 1.20% | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | 6.05% | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 130,000 | ||||||||||||||||||||||
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | |||||||||||||||||||||||
Proceeds from Related Party Debt | $ 4,770,000 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||||||||||||
Little Harbor [Member] | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 4,900,000 | ||||||||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||||||||
Debt Instrument, Obligation Termination, Stock Price Trigger | 5.06 | 5.06 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 16.20% | 16.20% | |||||||||||||||||||||
Great Harbor Capital, LLC [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | $ 7,000,000 | $ 2,500,000 | $ 2,500,000 | |||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292,000 | $ 104,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | Feb. 28, 2017 | Jan. 21, 2018 | Jan. 28, 2018 | |||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 30, 2019 | Mar. 21, 2019 | Jan. 28, 2019 | ||||||||||||||||||||
Golisano Holdings LLC [Member] | |||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 90,000 | 152,000 | $ 273,000 | ||||||||||||||||||||
Proceeds from Notes Payable | 5,000,000 | 8,000,000 | |||||||||||||||||||||
Debt Instrument, Periodic Payment | 250,000 | 360,000 | |||||||||||||||||||||
Increased Debt Instrument Periodic Payment | $ 350,000 | ||||||||||||||||||||||
Debt Instrument, Face Amount | 2,000,000 | ||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 90,000 | ||||||||||||||||||||||
Debt Instrument Periodic Principal Payments Due in Next Four Quarters | 110,000 | 440,000 | |||||||||||||||||||||
Debt Instrument Periodic Principal Payments Due Thereafter | $ 130,000 | $ 520,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,400 | 4,960,740 | 434,809 | ||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 250,000 | $ 4,389,000 | $ 3,770,000 | ||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Mar. 1, 2017 | Nov. 13, 2017 | Jan. 1, 2018 | Jan. 13, 2018 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | Nov. 13, 2019 | |||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | ||||||||||||||||||||||
Golisano Holdings LLC [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,267,000 | $ 2,500,000 | $ 7,000,000 | $ 2,500,000 | $ 2,500,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292,000 | $ 104,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | ||||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | Feb. 28, 2017 | Jan. 21, 2018 | Jan. 28, 2018 | |||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 30, 2019 | Dec. 30, 2019 | Mar. 21, 2019 | Jan. 28, 2019 | |||||||||||||||||||
Golisano Holdings LLC [Member] | Unsecured Delayed Draw Promissory Note [Member] | |||||||||||||||||||||||
Proceeds from Related Party Debt | $ 4,770,000 | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||||||||||||
JL [Member] | |||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Mar. 8, 2017 | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 13, 2020 | ||||||||||||||||||||||
JL [Member] | Notes Payable Maturing in March 2019 [Member] | |||||||||||||||||||||||
Notes Payable to Bank, Noncurrent | $ 500,000 | ||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 21,000 | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | ||||||||||||||||||||||
Huntington Holdings, LLC [Member] | |||||||||||||||||||||||
Common Stock Subscription Price Per Share | $ 2.29 | ||||||||||||||||||||||
Stock Price Guarantee Payment | $ 3,210,000 | ||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Return | 778,385 | 778,385 | |||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 749,999 | 749,999 | |||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares Price | $ 140,000 | $ 140,000 | |||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares | 764,192 | 764,192 | |||||||||||||||||||||
Lessee, Operating Lease, Term of Contract | 4 years | ||||||||||||||||||||||
Huntington Holdings, LLC [Member] | Unsecured Promissory Note [Member] | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,200,000 | $ 3,200,000 | |||||||||||||||||||||
Interest Paid | $ 50 | $ 50,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 2, 2019 | ||||||||||||||||||||||
Huntington Holdings, LLC [Member] | Unsecured Promissory Note [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | ||||||||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | |||||||||||||||||||||||
Proceeds from Notes Payable | $ 8,000,000 | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,960,740 | 4,960,740 | |||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Nov. 13, 2017 | Jan. 13, 2018 | |||||||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 |
Note 6 - Debt - Summary of Debt
Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Capital lease obligations | $ 1,737 | $ 2,732 |
Long-term debt, net | 50,716 | 44,096 |
Other debt | 5,374 | 5,488 |
Total debt | 71,221 | 62,619 |
Less current portion | (17,609) | (11,631) |
Long-term debt | 53,612 | 50,988 |
January, 2015 Note Payable to JL-BBNC Mezz Utah, LLC [Member] | ||
Other debt | 2,256 | |
April 2016 Note Payable To JL-Utah Sub, LLC [Member] | ||
Other debt | 437 | 500 |
Senior Credit Facility With Midcap [Member] | ||
Long-term debt, net | 15,131 | 13,035 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Long-term debt, net | 3,259 | 3,061 |
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||
Long-term debt, net | 4,770 | 4,770 |
Related-Party Debt January 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-Party Debt March 2016 Note Payable to Great Harbor Capital, LLC [Member] | ||
Long-term debt, net | 7,000 | 7,000 |
Related-Party Debt December 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-Party Debt January 2016 Note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 7,000 | 7,000 |
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Long-term debt, net | 4,770 | 4,770 |
Related Part Debt December 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-party Debt March 2017 Note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 3,267 | |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 6,102 | 5,696 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Long-term debt, net | 2,714 | |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 1,834 | 1,799 |
Unsecured Promissory Note with Huntington Holdings, LLC [Member] | ||
Long-term debt, net | $ 3,200 |
Note 6 - Debt - Summary of De35
Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Senior Credit Facility With Midcap [Member] | ||
Debt instrument, unamortized discount | $ 146 | $ 293 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Debt instrument, unamortized discount | 7 | 206 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt instrument, unamortized discount | 1,898 | 2,304 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Debt instrument, unamortized discount | 2,286 | 2,744 |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt instrument, unamortized discount | $ 166 | $ 201 |
Note 7 - Warrants and Registr36
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) | Dec. 31, 2016 | Jul. 31, 2016 | Apr. 05, 2016 | Mar. 21, 2016 | Feb. 06, 2016 | Jan. 28, 2016 | Nov. 13, 2014 | Apr. 30, 2015 | Mar. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | Oct. 31, 2015 | Jun. 30, 2015 | Feb. 06, 2015 | Feb. 04, 2015 | Jan. 22, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 15,855,017 | 15,855,017 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.18 | $ 0.18 | $ 0.18 | ||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | |||||||||||||||||
Proceeds from Warrant Exercises | $ 1,000 | ||||||||||||||||
Essex Capital Corporation [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,428,571 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.77 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 350,649 | ||||||||||||||||
Golisano Holdings LLC [Member] | |||||||||||||||||
Number of Warrants Expired | 509,141 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 0.001 | |||||||||||||||
Number of Warrants Cancelled | 6,857,143 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,756,505 | 12,697,977 | |||||||||||||||
January 2016 Golisano Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 28, 2022 | ||||||||||||||||
March 2016 Golisano Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,181,816 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,181,816 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 21, 2022 | ||||||||||||||||
Little Harbor July 2016 Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,168,178 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,168,178 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Jul. 21, 2022 | ||||||||||||||||
Golisano LLC December 2016 Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | 1,136,363 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | 1,136,363 | |||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 30, 2022 | ||||||||||||||||
Golisano LLC March 2017 Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,484,847 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,484,847 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 14, 2023 | ||||||||||||||||
December 2016 GH Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | 1,136,363 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | 1,136,363 | |||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 30, 2022 | ||||||||||||||||
JL Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 227,273 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 227,273 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 21, 2022 | ||||||||||||||||
Golisano Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,168,178 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,168,178 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Jul. 21, 2022 | ||||||||||||||||
Midcap Funding X Trust [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.76 | ||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | |||||||||||||||||
Proceeds from Notes Payable | $ 8,000,000 | ||||||||||||||||
Class of Warrant or Right, Minimum Repurchase Price, Under Agreement | $ 3,750,000 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,960,740 | 4,960,740 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on June 30, 2015 [Member] | |||||||||||||||||
Class of Warrant or Right, Cancelled, Number of Securities Called by Warrants or Rights | 807,018 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | |||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | 1,187,995 | ||||||||||||||||
Proceeds from Warrant Exercises | $ 1 | ||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on June 30, 2015 [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 403,509 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,400 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on February 4, 2015 [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 434,809 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||||
JL Properties, Inc. [Member] | |||||||||||||||||
Deposits Assets | $ 1,000,000 | ||||||||||||||||
JL Properties, Inc. [Member] | First Warrant [Member] | |||||||||||||||||
Adjustments on Warrants Trigger Event, Minimum Adjusted EBITDA | $ 19,250 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 465,880 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
JL Properties, Inc. [Member] | Second Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 86,962 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 |
Note 7 - Warrants and Registr37
Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Outstanding, beginning balance (in shares) | shares | 15,855,017 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.18 |
Granted (in shares) | shares | |
Granted, , weighted average exercise price (in dollars per share) | $ / shares | |
Canceled / Expired (in shares) | shares | |
Canceled / expired, , weighted average exercise price (in dollars per share) | $ / shares | |
Exercised (in shares) | shares | |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.18 |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | |
Outstanding, ending balance (in shares) | shares | 15,855,017 |
Note 8 - Derivative Liabiliti38
Note 8 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Derivative Liability | $ 7,750 | $ 6,455 |
Note 8 - Derivative Liabiliti39
Note 8 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Derivative liabilities | $ 6,455 | |||
Loss on change in fair value of derivative liabilities | $ 297 | $ (1,072) | 1,295 | $ (14,063) |
Derivative liabilities | $ 7,750 | $ 7,750 |
Note 9 - Stockholders' Equity40
Note 9 - Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Jun. 02, 2019 | Jan. 05, 2017 | Aug. 06, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 02, 2017 | Dec. 31, 2016 | Aug. 15, 2017 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock, Shares Issued | 0 | 0 | 0 | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 0 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,635,626 | 5,635,626 | ||||||||
Stock Issued During Period Shares Warrants Exercised | 642,366 | |||||||||
Stock Issued During Period Value Warrants Exercised | $ 1 | |||||||||
Loss on Stock Purchase Guarantees | $ 3,210,000 | $ 3,210,000 | ||||||||
Interest Paid | $ 3,198,000 | $ 2,094,000 | ||||||||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | 1,528,384 | ||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30,000 | $ 30,000 | $ 30,000 | |||||||
Subscription Receivable Annual Interest Rate | 5.00% | 5.00% | ||||||||
Huntington Holdings, LLC [Member] | ||||||||||
Stock Price Guarantee Payment | $ 3,210,000 | |||||||||
Common Stock, Shares Subscribed but Unissued, Return | 778,385 | 778,385 | ||||||||
Common Stock, Shares Subscribed but Unissued | 749,999 | 749,999 | ||||||||
Common Stock Subscription Price Per Share | $ 2.29 | |||||||||
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares Price | $ 140,000 | $ 140,000 | ||||||||
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares | 764,192 | 764,192 | ||||||||
Lessee, Operating Lease, Term of Contract | 4 years | |||||||||
Huntington Holdings, LLC [Member] | Unsecured Promissory Note [Member] | ||||||||||
Debt Instrument, Face Amount | $ 3,200,000 | |||||||||
Interest Paid | $ 50 | $ 50,000 | ||||||||
Huntington Holdings, LLC [Member] | Unsecured Promissory Note [Member] | Scenario, Forecast [Member] | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | |||||||||
TCC Plan [Member] | ||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | 20,000,000 | ||||||||
TCC Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% |