Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 02, 2018 | Jun. 30, 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) | 252,275,066 | ||
Entity Public Float | $ 24,893,196 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash | $ 1,350,000 | $ 5,097,000 |
Accounts receivable, net of allowance of $2,534 and $2,365, respectively | 6,528,000 | 7,768,000 |
Inventories, net | 17,168,000 | 17,601,000 |
Prepaid expenses and other current assets | 2,256,000 | 2,870,000 |
Total current assets | 27,302,000 | 33,336,000 |
Property and equipment, net | 3,169,000 | 3,528,000 |
Intangible assets, net | 23,063,000 | 30,197,000 |
Goodwill | 17,797,000 | 24,098,000 |
Other assets | 1,762,000 | 1,667,000 |
Total assets | 73,093,000 | 92,826,000 |
Current liabilities: | ||
Accounts payable | 10,146,000 | 7,866,000 |
Accrued expenses and other current liabilities | 10,336,000 | 11,434,000 |
Derivative liabilities | 6,791,000 | 6,455,000 |
Notes payable and current portion of long-term debt, net of discount of $3,451 and $2,297, respectively | 68,093,000 | 11,631,000 |
Total current liabilities | 95,366,000 | 37,386,000 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,565,000 | 1,727,000 |
Deferred tax liability | 959,000 | |
Notes payable and long-term debt, net of current portion and discount of $0 and $3,451, respectively | 3,383,000 | 50,988,000 |
Total long-term liabilities | 4,948,000 | 53,674,000 |
Total liabilities | 100,314,000 | 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, 388,081,117 and 387,730,078 shares issued, respectively | 388,000 | 388,000 |
Additional paid-in capital | 226,884,000 | 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 | (253,963,000) | (224,472,000) |
Total stockholders’ equity (deficit) | (27,221,000) | 1,766,000 |
Total liabilities and stockholders' equity (deficit) | $ 73,093,000 | $ 92,826,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, allowance | $ 2,534 | $ 2,365 |
Notes payable and current portion of long-term debt, unamortized discount | 3,451 | 2,297 |
Notes payable and long-term debt, net of current portion, unamortized discount | $ 0 | $ 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) | 388,081,117 | 387,730,078 |
Treasury stock, shares (in shares) | 134,806,051 | 134,163,685 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 85,501 | $ 86,323 |
Cost of sales | 66,488 | 65,230 |
Gross profit | 19,013 | 21,093 |
Selling, general and administrative expenses | 29,032 | 33,452 |
Impairment of goodwill and intangible assets | 11,106 | |
Loss from operations | (21,125) | (12,359) |
Other income (expense): | ||
Interest expense, net | (8,934) | (8,848) |
Loss on stock purchase guarantee | (3,210) | |
Gain (loss) on change in derivative liabilities | (336) | 24,661 |
Other income (expense), net | (39) | 31 |
Total other income (expense) | (9,309) | 12,634 |
Income (loss) before income taxes | (30,434) | 275 |
Benefit (provision) for income taxes | 943 | (959) |
Total net loss | $ (29,491) | $ (684) |
Weighted average number of common shares outstanding – basic (in shares) | 252,943,406 | 261,726,723 |
Net loss per common share – basic (in dollars per share) | $ (0.12) | $ 0 |
Weighted average number of common shares outstanding – diluted (in shares) | 252,943,406 | 273,187,511 |
Net loss per common share – diluted (in dollars per share) | $ (0.12) | $ (0.09) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Receivable [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2015 | 382,210,052 | 86,505,916 | ||||
Balance at Dec. 31, 2015 | $ 382 | $ 223,165 | $ (30) | $ (223,788) | $ (271) | |
Cash (in shares) | 3,000,000 | |||||
Cash | $ 3 | 3 | ||||
Exercise of warrants for cash (in shares) | 1,697,136 | |||||
Exercise of warrants for cash | $ 2 | (1) | 1 | |||
Derivative liabilities | 1,975 | 1,975 | ||||
Issuance of put option for derivative liability | (3) | (3) | ||||
Stock-based compensation (in shares) | ||||||
Stock-based compensation | 1,244 | 1,244 | ||||
Settlement of vested RSU shares to employees (in shares) | 822,890 | |||||
Settlement of vested RSU shares to employees | $ 1 | 1 | ||||
Purchase of treasury shares (in shares) | 47,657,769 | |||||
Purchase of treasury shares | $ (500) | (500) | ||||
Net loss | (684) | (684) | ||||
Balance (in shares) at Dec. 31, 2016 | 387,730,078 | 134,163,685 | ||||
Balance at Dec. 31, 2016 | $ 388 | 226,380 | (30) | $ (500) | (224,472) | 1,766 |
Stock-based compensation (in shares) | 351,039 | |||||
Stock-based compensation | 504 | 504 | ||||
Purchase of treasury shares (in shares) | 642,366 | |||||
Purchase of treasury shares | ||||||
Net loss | (29,491) | (29,491) | ||||
Balance (in shares) at Dec. 31, 2017 | 388,081,117 | 134,806,051 | ||||
Balance at Dec. 31, 2017 | $ 388 | $ 226,884 | $ (30) | $ (500) | $ (253,963) | $ (27,221) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (29,491) | $ (684) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,170 | 3,008 |
Amortization of debt discount | 2,419 | 3,472 |
Stock-based compensation | 504 | 1,244 |
Provision (benefit) for obsolete inventory | 442 | (174) |
Provision (recovery) for losses on accounts receivable | 152 | (481) |
Loss on stock purchase price guarantee | 3,210 | |
Impairment of goodwill and intangible assets | 11,106 | |
(Gain) loss on change in derivative liabilities | 336 | (24,661) |
Deferred income taxes | (959) | 959 |
Other non-cash items | (162) | (162) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,088 | 594 |
Inventories | (9) | (3,699) |
Prepaid expenses and other current assets | 614 | (1,288) |
Other assets | (95) | (191) |
Accounts payable | 2,280 | (8,888) |
Accrued expenses and other current liabilities | 2,102 | 2,411 |
Net cash used in operating activities | (6,503) | (25,330) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (152) | (120) |
Net cash used in investing activities | (152) | (120) |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 6,267 | 29,270 |
Repayment of debt | (2,119) | (3,442) |
Net (repayment) borrowings from revolving credit facility | (1,240) | 3,479 |
Net cash provided by financing activities | 2,908 | 29,307 |
Net increase (decrease) in cash | (3,747) | 3,857 |
Cash at the beginning of the period | 5,097 | 1,240 |
Cash at the end of the period | 1,350 | 5,097 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 3,038 | 5,376 |
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 | |
Accrued liability settled through the issuance of long-term debt | 3,200 | |
Property and equipment acquired through the issuance of capital leases | $ 330 | $ 415 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 and powders. 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 consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates 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 V alue of F inancial I nstruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three 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 Level 3 – inputs are unobservable inputs for the asset that are supported by little or no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of December 31, 2017 2016: December 31, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,791 $ - $ - $ 6,791 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 December 31, 2017, $2,534, $329 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™ Nutrition brand, are determined to have an indefinite useful economic life and as such are not December 31, 2017 2016 $4,346 $5,900, $1,554 $0 December 31, 2017 2016, 5 Shipping and Handling Costs Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $3,521 $3,335 2017 2016, Advertising and Promotion Costs We advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were $4,577 $3,161 2017 2016, Research and Development Costs Research and development costs are expensed as incurr ed and totaled $1,377 $1,226 2017 2016, Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases and operating loss and income tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recongnized in the period that includes the enactment date. Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, 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 $162 2017 2016. December 31, 2017 2016, $1,565 $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: For the Year Ended December 31, 2017 2016 Numerator: Net loss $ (29,491 ) $ (684 ) Effect of dilutive securities on net loss: Common stock warrants - (24,661 ) Total net loss for purpose of calculating diluted net loss per common share $ (29,491 ) $ (25,345 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 252,943,406 261,726,723 Weighted-average effect of dilutive securities: Common stock warrants - 11,460,788 Total shares for purpose of calculating diluted net loss per common share 252,943,406 273,187,511 Net loss per common share: Basic $ (0.12 ) $ (0.00 ) Diluted $ (0.12 ) $ (0.09 ) Significant Concentration of Credit Risk Sales to our top three 30% 27% 2017 2016, one 12% in 2017 2016 . Accounts receivable from these customers were approximately 36% 29% December 31, 2017 2016, 16% 14% December 31, 2017, Recent Accounting Pronouncements In May 2017, 718. December 15, 2017, We do not In January 2017, No. 2017 04, 350 2 not December 15, 2019. January 1, 2017. We do not In February 2016, No. 2016 02, 842 which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, December 15, 2018, In May 2014, 2014 09, 606 2014 09 five December 15, 2016; July 2015, one may not January 1, 2019. January 1, 2019. Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 – GOING CONCERN The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. At December 31, 2017, $253,963. third Because of our history of operating losses, increase in debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $68,064 December 31, 2017. We also have $68,093 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 will need additional capital to execute our business plan. If additional funding is required, there can be no |
Note 3 - Inventories
Note 3 - Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 – INVENTORIES Inventories consisted of the following at: December 31, December 31, 2017 2016 Raw materials $ 5,347 $ 4,912 Work in process 1,965 1,189 Finished goods 12,236 13,438 19,548 19,539 Reserve for obsolete inventory (2,380 ) (1,938 ) 17,168 $ 17,601 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following at: December 31, December 31, 2017 2016 Machinery and equipment $ 12,156 $ 12,156 Computers and other 9,589 9,119 Aquifer 482 482 Leasehold improvements 1,530 1,518 23,757 23,275 Accumulated depreciation and amortization (20,588 ) (19,747 ) $ 3,169 $ 3,528 Assets held under capital leases are included in machinery and equipment and amounted to $777 $1,142 December 31, 2017 2016, Depreciation and amortization expense totaled $841 $794 2017 2016, . |
Note 5 - Intangible Assets and
Note 5 - Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5 – INTANGIBLE ASSETS AND GOODWILL Intangible assets consisted of the following at: December 31, December 31, 2017 2016 Trademarks $ 8,915 $ 12,166 Indefinite-lived intangible assets 4,346 5,900 Customer relationships 19,110 19,110 Other 753 753 33,124 37,929 Accumulated amortization (10,061 ) (7,732 ) $ 23,063 $ 30,197 Trademarks are amortized over period s ranging from 3 30 15 16 3 $2,329 $2,214 2017 2016, In December 2017, fourth 2017, 2017 2017. The fair value of these assets were determined using level 3 second second $6,301 $4,805. The impairment charges were recorded in operating expenses in the consolidated statement of operations. The impairment losses recognized related to intangible assets other than goodwill are as follows: Metabolife Trademark $ 3,251 Reserveage and Rebody Tradenames 1,554 $ 4,805 Estimated aggregate amortization expense for the intangible assets for each of the five years subsequent to 2017 Years Ending December 31, 2018 $ 1,755 2019 1,517 2020 1,517 2021 1,517 2022 1,517 Thereafter 10,894 $ 18,717 In December 2017, value of our goodwill exceeded the fair value amount and we recorded an aggregate impairment of $6,301 2015 |
Note 6 - Debt
Note 6 - Debt | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6 – DEBT Debt consisted of the following at: December 31, December 31, 2017 2016 Related-Party Debt: July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $0 and $206 as of December 31, 2017 and December 31, 2016, respectively $ 3,267 $ 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 August 2017 note payable to Great Harbor Capital, LLC 3,000 - 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 $1,491 and $2,304 as of December 31, 2017 and December 31, 2016, respectively 6,509 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 $1,829 as of December 31, 2017 3,171 - 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 $131 and $201 as of December 31, 2017 and December 31, 2016, respectively 1,869 1,799 Total related-party debt 54,623 44,096 Senior Credit Facility with Midcap, net of unamortized loan fees of $0 and $293 as of December 31, 2017 and December 31, 2016, respectively 12,088 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 313 500 Capital lease obligations 1,252 2,732 Huntington Holdings 3,200 - Total other debt 4,765 5,488 Total debt 71,476 62,619 Less current portion (68,093 ) (11,631 ) Long-term debt $ 3,383 $ 50,988 Future aggregate maturities of debt as of December 31, 201 7 Years Ending December 31, 2018 $ 68,093 2019 3,383 $ 71,476 Future aggregate maturities of debt that have maturities beyond 2018 not 2018 Related-Party Debt July 2014 Pursuant to a July 2014 were obligated to pay such party $4,900 3 ninety $5.06 July 25, 2017 $3,267. February 6, 2018, July 25, 2020, 8.5%, July 2016 On July 21, 2016, may, $4,770. January 28, 2019. 8.5%, not to Little Harbor under the 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 which was to commence on February 28, 2017 April 1, 2018. 7 March 2016 Pursuant to a March 21, 2016 $7,000. March 21, 2019, 8.5%, 24 $292 which was to commence on April 21, 2017 April 1, 2018. 7 December 2016 Pursuant to a December 31, 2016 $2,500. December 3 0, 2019, 8.5%, 7 August 2017 Pursuant to a n August 30, 2017 $3,000. August 29, 2020, 8.5%, 7 November 2014 On November 13, 2014, $8,000, director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, 12% March 8, 2017, 8% . The note matures on November 13, 2019. August 30, 2017, 4,960,740 7 $3,770, $273, January 2015 On January 22, 2015, $5,000, ’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, 12% March 8, 2017, 8% . The note matures on November 13, 2019. August 30, 2017, 2,329,400 January 22, 2015 434,809 February 4, 2015 ( 7 $4,389, $152 February 2015 On February 6, 2015, $2,000, elationships of Nutricap. On March 8, 2017, 12% March 8, 2017, 8% . The note matures on November 13, 2019. August 30, 2017, 869,618 7 $250, $90, January 2016 Pursuant to a January 28, 2016 $2,500. January 28, 2019, 8.5%, 24 $104 which was to commence on February 28, 2017 April 1, 2018. 7 March 2016 Pursuant to a March 21, 2016 $7,000. March 21, 2019, 8.5%, 24 $292 which was to commence on April 21, 2017 April 1, 2018. 7 July 2016 On July 21, 2016, we issued an Unsecured Delayed Draw Promissory Note in favor of Golisano LLC pursuant to which Golisano LLC 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 us $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, we entered into a three $15,000 $20,000, X September 2, 2016, $17,000 12 first 0.50% 1.20% 5% 6.36% December 31, 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 Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be $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 August 15, 2017, not 778,385 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-US, effective July 29, 2016, December 31, 2017, not December 31, 2017. |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Warrants Disclosure [Text Block] | NOTE 7 – WARRANTS AND REGISTRATION RIGHTS AGREEMENT S The following table presents a summary of the status of our issued warrants as of December 31, 2017, two Weighted Average Shares Exercise Price Outstanding, December 31, 2015 40,409,296 $ 0.37 Granted - - Canceled / Expired (22,857,143 ) 0.53 Exercised (1,697,136 ) - Outstanding, December 31, 2016 15,855,017 0.18 Granted - - Canceled / Expired - - Exercised - - Outstanding, December 31, 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 stock purchase agreement, a warrant was issued to JL to purchase an aggregate 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, reimbursement agreement with JL Properties, Inc. (“JL Properties”) pursuant to which JL Properties agreed to arrange for and provide an unconditional, irrevocable, transferable, and negotiable commercial letter of credit to serve as the security deposit. As partial consideration for the entry by JL Properties into the reimbursement agreement and the provision of the letter of credit, we issued JL Properties two The first 465,880 common stock, subject to certain adjustments, at an aggregate purchase price of $0.01, April 30, 2020. December 31, 2018 not $19,250. two The second 86,962 common stock, at a per share purchase price of $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 5,830,358 Golisano LLC Warrants (formerly JL Warrants ) In connection with the January 22, 2015 issued JL warrants to purchase an aggregate of 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 Securities Purchase Agreement with Golisano LLC, we 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 October 5, 2015. 12,697,977 $.001 sixty not October 5, 2015, February 6, 2016, 509,141 $1. December 31, 2016, 6,857,143 December 31, 2017, 4,756,505 Warrants Issued into Escrow Golisano Escrow Warrants In connection with a January 28, 2016 issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 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 issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 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 t he 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 t he 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 t he 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 issued into escrow in the name of GH a warrant to purchase an aggregate of 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 issued into escrow in the name of GH a warrant to purchase an aggregate of 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 t he 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 In connection with t he GH August 2017 1,363,636 $0.01 “August 2017 August 2017 not August 2017 August 29, 2020 August 2017 1,363,636 August 2017 August 2017 August 30, 2023 August 2017 JL-US Escrow Warrant In connection with an April 5, 2016 227,273 ’s common stock at an exercise price of $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 | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | NOTE 8 – DERIVATIVE LIABILIT IES The number of shares of common stock issuable pursuant to certain warrants issued in 2015 if our adjusted EBITDA or the market price of the Company’s common stock does not December 31, 2017, $6,791 $6,455 December 31, 2016. December 31, 2015: Derivative liabilities at January 1, 2016 $ 33,091 Exercise of warrants (1,975 ) Gain on change in fair value of derivative liabilities (24,661 ) Derivative liabilities at December 31, 2016 $ 6,455 Loss on change in fair value of derivative liabilities 336 Derivative liabilities at December 31, 2017 $ 6,791 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) | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – STOCKHOLDERS’ EQUITY ( DEFICIT ) 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 ’s common stock. The restricted stock unit awards vest 25% 2019. 2017, 351,039 As of December 31, 2017, 5,709,904 Common Stock Repurchase On January 5, 2017, repurchase agreement, 642,366 $1. Stock Subscription Receivable and Loss on Stock Price Guarantee At December 31, 2017, August 1, 2014 1,528,384 $30 5%. On August 6, 2016, 18 $2.29 Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be $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 August 15, 2017, not 778,385 four |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 10 - INCOME TAXES Income tax benefit (provision) consisted of the following for the years ended December 31, 2017 2016 December 31, December 31, 2017 2016 Current: State $ (16 ) $ - Total current expense (16 ) - Deferred: Federal (22,899 ) 8,161 State 2,064 (2,734 ) Change in valuation allowance 21,794 (6,386 ) Total deferred benefit (expense) 959 (959 ) Total income tax benefit (provision) $ 943 $ (959 ) The income tax benefit (provision) differs from the amount computed at federal statutory rates for the years ended December 31, 2017 2016 December 31, December 31, 2017 2016 Income tax (expense) benefit at statutory rate $ 10,218 $ (94 ) State income taxes (net of federal benefit) 1,143 1,356 Interest expense (427 ) (427 ) Equity-based expenses (138 ) 8,554 Adjustment to state net operating loss carryforward (1,750 ) (3,017 ) Adjustment to book/tax difference in asset bases (1,599 ) (821 ) Change in valuation allowance 21,794 (6,386 ) Tax rate change (28,549 ) - Other 251 (124 ) Income tax benefit (provision) $ 943 $ (959 ) Deferred tax assets (liabilities) are comprised of t he following at December 31, 2017 2016: Deferred tax assets (liabilities): Accruals and reserves $ 2,366 $ 4,944 Deferred revenue 452 724 Net operating loss carryforwards 49,245 70,782 Depreciation and amortization 1,450 472 Indefinite lived intangible assets 812 (959 ) Other 1,204 263 Gross deferred tax assets (liabilities) 55,529 76,226 Less: valuation allowance (55,529 ) (77,185 ) Net deferred tax assets (liabilities) $ - $ (959 ) As a result of recurring operating losses, we have recorded a full valuation allowance against our net deferred income tax assets as of December 31, 2017 2016, not December 31, 2017 2016, $21,794 $6,386, We had federal net operating loss carryforwards of approximately $205,000 $119,000 December 31, 2017, 2022 2038. We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literat ure, which requires a company to determine whether it is more likely than not not December 31, 2017 2016, no On December 22, 2017, 35% 21%, one As a result of the enactment of the Tax Act, the Company’s deferred tax assets and liabilities were revalued at the lower federal income tax rate. Because the Company is in a full valuation allowance position, no 39.3% 27.4%. The Company is subject to audit by the IRS and various states for tax years dating back to 2013 No |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 11 - COMMITMENTS AND CONTINGENCIES Litigation From time to time the C ompany and its subsidiaries are parties to litigation arising in the ordinary course of business operations. Such litigation primarily involves claims for personal injury, property damage, breach of contract and claims involving employee relations and certain administrative proceedings. Based on current information, we believe that the ultimate conclusion of the various pending litigation, in the aggregate, will not Leases We have operating leases for certain factory, warehouse, office space, and machinery and equipment. Certain leases provide for payment of real estate taxes, common area maintenance, insurance and certain other expenses. Lease terms may 2028. $1,831 $1,915 2017 2016, Certain leases of machinery and office equipment are classified as capital leases and expire at various dates through 201 9. Operating Capital Years Ending December 31, Leases Leases 2018 $ 1,993 $ 1,434 2019 2,033 121 2020 2,067 - 2021 1,930 - 2022 1,839 - Thereafter 8,990 - $ 18,852 $ 1,555 St. Petersburg Office Lease Agreement On April 7, 2015, twelve May 1, 2015 April 30, 2027. We initially leased th e fifth sixth February 1, 2016 October 31, 2016, not $50,000 thirty On November 30, 2016, 6th curred on May 1, 2016, October 1, 2016 October 1, 2016. $4,466 $4,552 The Lease required us to deposit a $1,000 July 1, 2015. May 1, 2018 ( May 1st rket Cap Test, the landlord is required to return the entire security deposit to the Company. On April 30, 2015, On November 30, 2016, 5th c . (“Subtenant”). The term commenced on February 1, 2017 June 30, 2022. July 1, 2022 April 29, 2027. $2,005 $2,133 $100 Employee Agreements We have entered into employment agreements with certain members of management. The terms of each agreement are different. However, one Minimum Purchase Commitment We entered into an agreement with a certain supplier in April 2013. $5,000 5 $250 one $5,000, $250. December 31, 2017 $2,200 Platinum Advisory Services LLC Agreement On December 27, 2017, ’s common stock with an aggregate purchase price of $3,000 |
Note 12 - Related Party Transac
Note 12 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 1 2 See Note 6 . In addition, Little Harbor, GH, and Golisano LLC were also issued warrants to purchase shares of the Company’s common stock, as discussed in Note 7 . Also discussed in Note 6 6 2015 We had sales of $3,103 $4,106 2017 2016, |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 1 3 – SUBSEQUENT EVENTS Sublicense Agreement On January 17, 2018, 463IP “463IP” 463IP 463IP 463IP. 10,000 first 20,000 second If purchased from 463IP, 463IP. $2.50 463IP 463IP. 50% Plant Transition On January 25, 2018, first 2018. ’s access to exclusive technologies, and processes, should result in greater flexibility, more efficient capital allocation and an improved cost structure, all of which are in the best interest of the Company and its shareholders. The Company will incur certain foreseeable and unforeseeable costs to make the Transition, which will include but are not Board Member Resignation On January 22, 2018, not Debt Agreements Great Harbor Capital Pursuant to a February 6, 2018 $2,000 1” The note matures on February 6, 2021, 8.5%, In connection with this loan, the Company issued into escrow in the name of GH a warrant to purchase an aggregate of 1,818,182 ’s common stock at an exercise price of $0.01 not February 6, 2021, 1,818,182 February 6, 2024. Also on February 6, 2018, August 30, 2017. 2 $1,000, August 30, 2017. GH also delivered a deferment letter to which GH agreed to defer all payments due under the notes specified in the Great Harbor Deferment Letter through March 31, 2018 April 1, 2018 Golisano Holdings LLC Pursuant to a February 6, 2018 $2,000 February 6, 2021, 8.5%, In connection with this loan, the Company issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,818,182 ’s common stock at an exercise price of $0.01 not February 6, 2021, 1,818,182 February 6, 2024. Golisano LLC also delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the notes specified in the Golisano Deferment Letter through March 31, 2018 April 1, 2018 Other Events On February 6, 2018, 1, 2 Midcap Funding X On January 22, 2015, X February 6, 2018, 500,000 ’s common stock at an exercise price of $.76 500,000 February 6, 2019. Little Harbor Pursuant to a July 2014 $3,267 July 25, 2017. February 6, 2018 $3,267 July 25, 2020. 8.5% first March 1, 2018. Little Harbor also delivered a deferment letter to which Little Harbor agreed to defer all payments due under the notes specified in the Little Harbor Deferment Letter through March 31, 2018 April 1, 2018 62 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 and powders. 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 consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, 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 V alue of F inancial I nstruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three 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 Level 3 – inputs are unobservable inputs for the asset that are supported by little or no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of December 31, 2017 2016: December 31, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,791 $ - $ - $ 6,791 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 December 31, 2017, $2,534, $329 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, 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, Policy [Policy Text Block] | 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™ Nutrition brand, are determined to have an indefinite useful economic life and as such are not December 31, 2017 2016 $4,346 $5,900, $1,554 $0 December 31, 2017 2016, 5 |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $3,521 $3,335 2017 2016, |
Advertising Costs, Policy [Policy Text Block] | Advertising and Promotion Costs We advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were $4,577 $3,161 2017 2016, |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are expensed as incurr ed and totaled $1,377 $1,226 2017 2016, |
Income Tax, Policy [Policy Text Block] | Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases and operating loss and income tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recongnized in the period that includes the enactment date. |
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, a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, 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 $162 2017 2016. December 31, 2017 2016, $1,565 $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: For the Year Ended December 31, 2017 2016 Numerator: Net loss $ (29,491 ) $ (684 ) Effect of dilutive securities on net loss: Common stock warrants - (24,661 ) Total net loss for purpose of calculating diluted net loss per common share $ (29,491 ) $ (25,345 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 252,943,406 261,726,723 Weighted-average effect of dilutive securities: Common stock warrants - 11,460,788 Total shares for purpose of calculating diluted net loss per common share 252,943,406 273,187,511 Net loss per common share: Basic $ (0.12 ) $ (0.00 ) Diluted $ (0.12 ) $ (0.09 ) |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to our top three 30% 27% 2017 2016, one 12% in 2017 2016 . Accounts receivable from these customers were approximately 36% 29% December 31, 2017 2016, 16% 14% December 31, 2017, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2017, 718. December 15, 2017, We do not In January 2017, No. 2017 04, 350 2 not December 15, 2019. January 1, 2017. We do not In February 2016, No. 2016 02, 842 which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic 842, December 15, 2018, In May 2014, 2014 09, 606 2014 09 five December 15, 2016; July 2015, one may not January 1, 2019. January 1, 2019. Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not |
Note 1 - Nature of Operations21
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | December 31, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,791 $ - $ - $ 6,791 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] | For the Year Ended December 31, 2017 2016 Numerator: Net loss $ (29,491 ) $ (684 ) Effect of dilutive securities on net loss: Common stock warrants - (24,661 ) Total net loss for purpose of calculating diluted net loss per common share $ (29,491 ) $ (25,345 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 252,943,406 261,726,723 Weighted-average effect of dilutive securities: Common stock warrants - 11,460,788 Total shares for purpose of calculating diluted net loss per common share 252,943,406 273,187,511 Net loss per common share: Basic $ (0.12 ) $ (0.00 ) Diluted $ (0.12 ) $ (0.09 ) |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, December 31, 2017 2016 Raw materials $ 5,347 $ 4,912 Work in process 1,965 1,189 Finished goods 12,236 13,438 19,548 19,539 Reserve for obsolete inventory (2,380 ) (1,938 ) 17,168 $ 17,601 |
Note 4 - Property and Equipme23
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2017 2016 Machinery and equipment $ 12,156 $ 12,156 Computers and other 9,589 9,119 Aquifer 482 482 Leasehold improvements 1,530 1,518 23,757 23,275 Accumulated depreciation and amortization (20,588 ) (19,747 ) $ 3,169 $ 3,528 |
Note 5 - Intangible Assets an24
Note 5 - Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, December 31, 2017 2016 Trademarks $ 8,915 $ 12,166 Indefinite-lived intangible assets 4,346 5,900 Customer relationships 19,110 19,110 Other 753 753 33,124 37,929 Accumulated amortization (10,061 ) (7,732 ) $ 23,063 $ 30,197 |
Schedule of Impaired Intangible Assets [Table Text Block] | Metabolife Trademark $ 3,251 Reserveage and Rebody Tradenames 1,554 $ 4,805 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years Ending December 31, 2018 $ 1,755 2019 1,517 2020 1,517 2021 1,517 2022 1,517 Thereafter 10,894 $ 18,717 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, December 31, 2017 2016 Related-Party Debt: July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $0 and $206 as of December 31, 2017 and December 31, 2016, respectively $ 3,267 $ 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 August 2017 note payable to Great Harbor Capital, LLC 3,000 - 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 $1,491 and $2,304 as of December 31, 2017 and December 31, 2016, respectively 6,509 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 $1,829 as of December 31, 2017 3,171 - 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 $131 and $201 as of December 31, 2017 and December 31, 2016, respectively 1,869 1,799 Total related-party debt 54,623 44,096 Senior Credit Facility with Midcap, net of unamortized loan fees of $0 and $293 as of December 31, 2017 and December 31, 2016, respectively 12,088 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 313 500 Capital lease obligations 1,252 2,732 Huntington Holdings 3,200 - Total other debt 4,765 5,488 Total debt 71,476 62,619 Less current portion (68,093 ) (11,631 ) Long-term debt $ 3,383 $ 50,988 |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Years Ending December 31, 2018 $ 68,093 2019 3,383 $ 71,476 |
Note 7 - Warrants and Registr26
Note 7 - Warrants and Registration Rights Agreements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Average Shares Exercise Price Outstanding, December 31, 2015 40,409,296 $ 0.37 Granted - - Canceled / Expired (22,857,143 ) 0.53 Exercised (1,697,136 ) - Outstanding, December 31, 2016 15,855,017 0.18 Granted - - Canceled / Expired - - Exercised - - Outstanding, December 31, 2017 15,855,017 0.18 |
Note 8 - Derivative Liabiliti27
Note 8 - Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Derivative liabilities at January 1, 2016 $ 33,091 Exercise of warrants (1,975 ) Gain on change in fair value of derivative liabilities (24,661 ) Derivative liabilities at December 31, 2016 $ 6,455 Loss on change in fair value of derivative liabilities 336 Derivative liabilities at December 31, 2017 $ 6,791 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, December 31, 2017 2016 Current: State $ (16 ) $ - Total current expense (16 ) - Deferred: Federal (22,899 ) 8,161 State 2,064 (2,734 ) Change in valuation allowance 21,794 (6,386 ) Total deferred benefit (expense) 959 (959 ) Total income tax benefit (provision) $ 943 $ (959 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, December 31, 2017 2016 Income tax (expense) benefit at statutory rate $ 10,218 $ (94 ) State income taxes (net of federal benefit) 1,143 1,356 Interest expense (427 ) (427 ) Equity-based expenses (138 ) 8,554 Adjustment to state net operating loss carryforward (1,750 ) (3,017 ) Adjustment to book/tax difference in asset bases (1,599 ) (821 ) Change in valuation allowance 21,794 (6,386 ) Tax rate change (28,549 ) - Other 251 (124 ) Income tax benefit (provision) $ 943 $ (959 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets (liabilities): Accruals and reserves $ 2,366 $ 4,944 Deferred revenue 452 724 Net operating loss carryforwards 49,245 70,782 Depreciation and amortization 1,450 472 Indefinite lived intangible assets 812 (959 ) Other 1,204 263 Gross deferred tax assets (liabilities) 55,529 76,226 Less: valuation allowance (55,529 ) (77,185 ) Net deferred tax assets (liabilities) $ - $ (959 ) |
Note 11 - Commitments and Con29
Note 11 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases [Table Text Block] | Operating Capital Years Ending December 31, Leases Leases 2018 $ 1,993 $ 1,434 2019 2,033 121 2020 2,067 - 2021 1,930 - 2022 1,839 - Thereafter 8,990 - $ 18,852 $ 1,555 |
Note 1 - Nature of Operations30
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Allowance for Doubtful Accounts Receivable, Current | $ 2,534,000 | $ 2,534,000 | $ 2,365,000 |
Allowance for Accounts Receivable, Current, Doubtful Accounts | 329,000 | 329,000 | 481,000 |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 4,346,000 | 4,346,000 | 5,900,000 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 1,554,000 | 0 | |
Advertising Expense | 4,577,000 | 3,161,000 | |
Research and Development Expense | $ 1,377,000 | 1,226,000 | |
Lessor, Operating Lease, Term of Contract | 15 years | ||
Amortization of Deferred Gain on Sale of Assets | $ 162,000 | 162,000 | |
Deferred Gain on Sale of Property | $ 1,565,000 | $ 1,565,000 | $ 1,727,000 |
Sales Revenue, Net [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | |||
Number of Major Customers | 3 | 3 | |
Concentration Risk, Percentage | 30.00% | 27.00% | |
Sales Revenue, Net [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | |||
Number of Major Customers | 1 | 1 | |
Concentration Risk, Percentage | 12.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk, Percentage | 36.00% | 29.00% | |
Accounts Receivable [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk, Percentage | 12.00% | ||
Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | Vendor 1 [Member] | |||
Concentration Risk, Percentage | 16.00% | ||
Cost of Goods, Total [Member] | Supplier Concentration Risk [Member] | Vendor 2 [Member] | |||
Concentration Risk, Percentage | 14.00% | ||
Selling, General and Administrative Expenses [Member] | |||
Shipping, Handling and Transportation Costs | $ 3,521,000 | $ 3,335,000 | |
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 Operations31
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 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative liabilities | $ 6,791 | $ 6,455 | $ 33,091 |
Fair Value, Measurements, Recurring [Member] | |||
Derivative liabilities | 6,791 | 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 | $ 6,791 | $ 6,455 |
Note 1 - Nature of Operations32
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 | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (29,491) | $ (684) |
Common stock warrants | (24,661) | |
Total net loss for purpose of calculating diluted net loss per common share | $ (29,491) | $ (25,345) |
Total shares for purposes of calculating basic net loss per common share (in shares) | 252,943,406 | 261,726,723 |
Common stock warrants (in shares) | 11,460,788 | |
Total shares for purpose of calculating diluted net loss per common share (in shares) | 252,943,406 | 273,187,511 |
Basic (in dollars per share) | $ (0.12) | $ 0 |
Diluted (in dollars per share) | $ (0.12) | $ (0.09) |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Retained Earnings (Accumulated Deficit) | $ (253,963) | $ (224,472) |
Working Capital Deficiency | 68,064 | |
Long-term Debt, Current Maturities | $ 68,093 | $ 11,631 |
Note 3 - Inventories - Summary
Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Raw materials | $ 5,347 | $ 4,912 |
Work in process | 1,965 | 1,189 |
Finished goods | 12,236 | 13,438 |
19,548 | 19,539 | |
Reserve for obsolete inventory | (2,380) | (1,938) |
$ 17,168 | $ 17,601 |
Note 4 - Property and Equipme35
Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation | $ 841 | $ 794 |
Machinery and Equipment [Member] | ||
Capital Leased Assets, Gross | $ 777 | $ 1,142 |
Note 4 - Property and Equipme36
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property and equipment | $ 23,757 | $ 23,275 |
Accumulated depreciation and amortization | (20,588) | (19,747) |
3,169 | 3,528 | |
Machinery and Equipment [Member] | ||
Property and equipment | 12,156 | 12,156 |
Computers and Other [Member] | ||
Property and equipment | 9,589 | 9,119 |
Aquifer [Member] | ||
Property and equipment | 482 | 482 |
Leasehold Improvements [Member] | ||
Property and equipment | $ 1,530 | $ 1,518 |
Note 5 - Intangible Assets an37
Note 5 - Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Amortization of Intangible Assets | $ 2,329 | $ 2,214 |
Impairment of Intangible Assets, Finite-lived | 4,805 | |
Goodwill, Impairment Loss | 11,106 | |
Organic Holdings, LLC [Member] | ||
Goodwill, Impairment Loss | $ 6,301 | |
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 an38
Note 5 - Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Indefinite-lived intangible assets | $ 4,346,000 | $ 5,900,000 |
33,124,000 | 37,929,000 | |
Accumulated amortization | (10,061,000) | (7,732,000) |
23,063,000 | 30,197,000 | |
Trademarks [Member] | ||
Intangible assets | 8,915,000 | 12,166,000 |
Customer Relationships [Member] | ||
Intangible assets | 19,110,000 | 19,110,000 |
Other Intangible Assets [Member] | ||
Intangible assets | $ 753,000 | $ 753,000 |
Note 5 - Intangible Assets an39
Note 5 - Intangible Assets and Goodwill - Impairment Loss Recognized (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Impairment of intangible assets | $ 4,805 |
Metabolife Trademark [Member] | |
Impairment of intangible assets | 3,251 |
Reserveage and Rebody Tradenames [Member] | |
Impairment of intangible assets | $ 1,554 |
Note 5 - Intangible Assets an40
Note 5 - Intangible Assets and Goodwill - Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 1,755 |
2,019 | 1,517 |
2,020 | 1,517 |
2,021 | 1,517 |
2,022 | 1,517 |
Thereafter | 10,894 |
$ 18,717 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) | Jun. 02, 2019 | Feb. 06, 2018 | Aug. 30, 2017 | 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. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 15, 2017 | Mar. 09, 2017 | Dec. 31, 2015 | Feb. 04, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 15,855,017 | 15,855,017 | 40,409,296 | ||||||||||||||||||
Loss on Stock Purchase Guarantees | $ 3,210,000 | |||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Return | 778,385 | |||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | |||||||||||||||||||||
Revolving Credit Facility [Member] | Midcap Funding X Trust [Member] | ||||||||||||||||||||||
Debt Instrument, Term | 3 years | |||||||||||||||||||||
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 | |||||||||||||||||||||
Debt Instrument, Fee Amount | 540,000 | |||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 17,000,000 | $ 15,000,000 | ||||||||||||||||||||
Line of Credit Facility, Potential Maximum Borrowing Capacity | $ 20,000,000 | |||||||||||||||||||||
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% | 6.36% | ||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | 8.00% | ||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||||||||||||||
Proceeds from Notes Payable | $ 5,000,000 | $ 8,000,000 | ||||||||||||||||||||
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, Fee Amount | $ 90,000 | $ 152,000 | $ 273,000 | |||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | 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 | |||||||||||||||||||||
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 | |||||||||||||||||||||
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 | ||||||||||||||||||||
Notes Payable, Other Payables [Member] | Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | $ 2,500,000 | $ 7,000,000 | $ 2,500,000 | $ 2,500,000 | |||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292,000 | $ 104,000 | ||||||||||||||||||||
Debt Instrument, Maturity Date | Aug. 29, 2020 | Dec. 30, 2019 | Mar. 21, 2019 | Jan. 28, 2019 | ||||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | Feb. 28, 2017 | ||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor [Member] | ||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 4,900,000 | |||||||||||||||||||||
Debt Instrument, Term | 3 years | |||||||||||||||||||||
Debt Instrument, Obligation Termination, Stock Price Trigger | 5.06 | |||||||||||||||||||||
Long-term Debt | $ 3,267,000 | |||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor [Member] | Subsequent Event [Member] | ||||||||||||||||||||||
Long-term Debt | $ 3,267,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 25, 2020 | |||||||||||||||||||||
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770,000 | |||||||||||||||||||||
Proceeds from Related Party Debt | $ 4,770,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | |||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||
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, Maturity Date | Dec. 30, 2019 | Dec. 30, 2019 | Mar. 21, 2019 | Jan. 28, 2019 | ||||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | Feb. 28, 2017 | ||||||||||||||||||||
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,200,000 | $ 3,200,000 | ||||||||||||||||||||
Interest Paid | $ 50,000 | $ 50,000 | ||||||||||||||||||||
Debt Instrument, Maturity Date | Jun. 2, 2019 | |||||||||||||||||||||
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member] | Scenario, Forecast [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | |||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770,000 | |||||||||||||||||||||
Proceeds from Related Party Debt | $ 4,770,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | |||||||||||||||||||||
Notes Payable Maturing in March 2019 [Member] | JL [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 21,000 | |||||||||||||||||||||
Notes Payable to Bank, Noncurrent | $ 500,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | |||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 |
Note 6 - Debt - Summary of Debt
Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Capital lease obligations | $ 1,252 | $ 2,732 |
Other debt | 71,476 | 62,619 |
71,476 | 62,619 | |
Less current portion | (68,093) | (11,631) |
Long-term debt | 3,383 | 50,988 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Long-term debt, net | 3,267 | 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 August 2017 Note Payable to Great Harbor LLC [Member] | ||
Long-term debt, net | 3,000 | |
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 | 6,509 | 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 | 3,171 | |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 1,869 | 1,799 |
Related Party Debt [Member] | ||
Long-term debt, net | 54,623 | 44,096 |
Senior Credit Facility With Midcap [Member] | ||
Long-term debt, net | 12,088 | 13,035 |
January, 2015 Note Payable to JL-BBNC Mezz Utah, LLC [Member] | ||
Long-term debt, net | 2,256 | |
April 2016 Note Payable To JL-Utah Sub, LLC [Member] | ||
Long-term debt, net | 313 | 500 |
Unsecured Promissory Note with Huntington Holdings, LLC [Member] | ||
Long-term debt, net | 3,200 | |
Debt Other Than Related Party Debt and Credit Facility [Member] | ||
Other debt | 4,765 | 5,488 |
$ 4,765 | $ 5,488 |
Note 6 - Debt - Summary of De43
Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Debt instrument, unamortized discount | $ 0 | $ 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 | 1,491 | 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 | 1,829 | |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt instrument, unamortized discount | 131 | 201 |
Senior Credit Facility With Midcap [Member] | ||
Debt instrument, unamortized discount | 0 | 293 |
January, 2015 Note Payable to JL-BBNC Mezz Utah, LLC [Member] | ||
Debt instrument, unamortized discount | $ 2,744 |
Note 6 - Debt - Future Maturiti
Note 6 - Debt - Future Maturities (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
2,018 | $ 68,093 | |
2,019 | 3,383 | |
$ 71,476 | $ 62,619 |
Note 7 - Warrants and Registr45
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) | Aug. 30, 2017 | 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 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | 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 | 40,409,296 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.18 | $ 0.18 | $ 0.18 | $ 0.37 | ||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | (1,697,136) | |||||||||||||||||
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] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 0.001 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,756,505 | 12,697,977 | ||||||||||||||||
Number of Warrants Expired | 509,141 | |||||||||||||||||
Number of Warrants Cancelled | 6,857,143 | |||||||||||||||||
January 2016 Golisano Warrant [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 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 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,181,816 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 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 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | 1,136,363 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 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 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,484,847 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,484,847 | |||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 14, 2023 | |||||||||||||||||
January 2016 GH Warrant [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | |||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 28, 2022 | |||||||||||||||||
March 2016 GH Warrant [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,181,816 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,181,816 | |||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 21, 2022 | |||||||||||||||||
December 2016 GH Warrant [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | 1,136,363 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | 1,136,363 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 30, 2022 | |||||||||||||||||
August 2017 GH Warrant [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,363,636 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,363,636 | |||||||||||||||||
Class of Warrant or Right, Expiration Date | Aug. 30, 2023 | |||||||||||||||||
JL Warrants [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 227,273 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 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 | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,168,178 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 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 | |||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 500,000 | |||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,830,358 | 4,960,740 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||
Proceeds from Notes Payable | $ 8,000,000 | |||||||||||||||||
Class of Warrants or Rights, Subject to Repurchase | 4,960,740 | |||||||||||||||||
Class of Warrant or Right, Minimum Repurchase Price, Under Agreement | $ 3,750,000 | |||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on June 30, 2015 [Member] | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||
Class of Warrant or Right, Cancelled, Number of Securities Called by Warrants or Rights | 807,018 | |||||||||||||||||
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] | ||||||||||||||||||
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 | |||||||||||||||||
Adjustments on Warrants Trigger Event, Minimum Adjusted EBITDA | $ 19,250,000 | |||||||||||||||||
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 Registr46
Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Outstanding, beginning balance (in shares) | 15,855,017 | 40,409,296 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.18 | $ 0.37 |
Granted (in shares) | ||
Granted, weighted average exercise price (in dollars per share) | ||
Canceled / Expired (in shares) | (22,857,143) | |
Canceled / expired, weighted average exercise price (in dollars per share) | $ 0.53 | |
Exercised (in shares) | (1,697,136) | |
Exercised, weighted average exercise price (in dollars per share) | ||
Outstanding, ending balance (in shares) | 15,855,017 | 15,855,017 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.18 | $ 0.18 |
Note 8 - Derivative Liabiliti47
Note 8 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Derivative Liability | $ 6,791 | $ 6,455 | $ 33,091 |
Note 8 - Derivative Liabiliti48
Note 8 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative liabilities | $ 6,455 | $ 33,091 |
Exercise of warrants | (1,975) | |
Gain (loss) on change in fair value of derivative liabilities | 336 | (24,661) |
Derivative liabilities | $ 6,791 | $ 6,455 |
Note 9 - Stockholders' Equity49
Note 9 - Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Jun. 02, 2019 | Jan. 05, 2017 | Aug. 06, 2016 | Jun. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 15, 2017 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | |||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | |||||
Preferred Stock, Shares Issued | 0 | 0 | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 351,039 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,709,904 | ||||||
Stock Issued During Period Shares Warrants Exercised | 642,366 | ||||||
Stock Issued During Period Value Warrants Exercised | $ 1 | $ 1,000 | |||||
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% | ||||||
Loss on Stock Purchase Guarantees | $ 3,210,000 | ||||||
Common Stock, Shares Subscribed but Unissued, Return | 778,385 | ||||||
Huntington Holdings, LLC [Member] | |||||||
Common Stock, Shares Subscribed but Unissued | 749,999 | ||||||
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, 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 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||
Interest Paid | $ 50,000 | $ 50,000 | |||||
Huntington Holdings, LLC [Member] | Unsecured Promissory Note [Member] | Scenario, Forecast [Member] | |||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | ||||||
TCC Plan [Member] | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 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% |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (21,794) | $ 6,386 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 | $ 0 |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 0 | |
Blended Deferred Federal and State Tax Rate | 27.40% | 39.30% |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 205,000 | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | ||
Open Tax Year | 2,013 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 119,000 | |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | ||
Open Tax Year | 2,013 |
Note 10 - Income Taxes - Compon
Note 10 - Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Current: | ||
State | $ (16) | |
Total current expense | (16) | |
Deferred: | ||
Federal | (22,899) | 8,161 |
State | 2,064 | (2,734) |
Change in valuation allowance | 21,794 | (6,386) |
Total deferred benefit (expense) | 959 | (959) |
Income tax benefit (provision) | $ 943 | $ (959) |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income tax (expense) benefit at statutory rate | $ 10,218 | $ (94) |
State income taxes (net of federal benefit) | 1,143 | 1,356 |
Interest expense | (427) | (427) |
Equity-based expenses | (138) | 8,554 |
Adjustment to state net operating loss carryforward | (1,750) | (3,017) |
Adjustment to book/tax difference in asset bases | (1,599) | (821) |
Change in valuation allowance | 21,794 | (6,386) |
Tax rate change | (28,549) | |
Other | 251 | (124) |
Income tax benefit (provision) | $ 943 | $ (959) |
Note 10 - Income Taxes - Deferr
Note 10 - Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets (liabilities): | ||
Accruals and reserves | $ 2,366 | $ 4,944 |
Deferred revenue | 452 | 724 |
Net operating loss carryforwards | 49,245 | 70,782 |
Depreciation and amortization | 1,450 | 472 |
Indefinite lived intangible assets (liabilities) | 812 | |
Indefinite lived intangible assets (liabilities) | (959) | |
Other | 1,204 | 263 |
Gross deferred tax assets (liabilities) | 55,529 | 76,226 |
Less: valuation allowance | (55,529) | (77,185) |
Net deferred tax assets (liabilities) | $ (959) |
Note 11 - Commitments and Con54
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Dec. 27, 2017 | Apr. 07, 2015 | Apr. 01, 2013 | Apr. 30, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Nov. 30, 2016 |
Operating Leases, Rent Expense | $ 1,831 | $ 1,915 | |||||
Long-term Purchase Commitment, Amount | $ 5,000 | ||||||
Long-term Purchase Commitment, Period | 5 years | ||||||
One Time Transition Allowance, Exchanged | $ 250 | ||||||
Long-term Purchase Commitment, Amount Purchased | $ 2,200 | ||||||
Platinum [Member] | |||||||
Long-term Purchase Commitment, Amount | $ 3,000 | ||||||
Florida Office Lease Agreement [Member] | |||||||
Traded Market Capitalization | $ 50,000 | ||||||
Operating Leases, Rent Expense, Minimum Rentals | 4,466 | ||||||
Security Deposit | 1,000 | ||||||
Florida Office Lease Agreement [Member] | Maximum [Member] | |||||||
Operating Leases, Rent Expense, Contingent Rentals | $ 4,552 | ||||||
Sublease Agreement [Member] | |||||||
Operating Leases, Future Minimum Payments Receivable | $ 2,005 | ||||||
Operating Leases, Future Lease Renewal | 2,133 | ||||||
Security Deposit on Sublease, Letter of Credit | $ 100 |
Note 11 - Commitments and Con55
Note 11 - Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Operating leases, 2018 | $ 1,993 |
Capital leases, 2018 | 1,434 |
Operating leases, 2019 | 2,033 |
Capital leases, 2019 | 121 |
Operating leases, 2020 | 2,067 |
Capital leases, 2020 | |
Operating leases, 2021 | 1,930 |
Capital leases, 2021 | |
Operating leases, 2022 | 1,839 |
Capital leases, 2022 | |
Operating leases, thereafter | 8,990 |
Capital leases, thereafter | |
18,852 | |
$ 1,555 |
Note 12 - Related Party Trans56
Note 12 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue from Related Parties | $ 3,103 | $ 4,106 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) $ / shares in Units, $ in Thousands | Jan. 17, 2018kg$ / kg | Feb. 06, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares | Jul. 31, 2016$ / sharesshares | Feb. 06, 2016$ / shares | Dec. 31, 2015$ / sharesshares | Oct. 31, 2015$ / sharesshares | Jan. 22, 2015$ / sharesshares |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 15,855,017 | 40,409,296 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.18 | $ 0.18 | $ 0.37 | ||||||
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 | $ / shares | $ 0.76 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 500,000 | ||||||||
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | |||||||||
Long-term Debt | $ | $ 3,000 | ||||||||
Golisano Warrants [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,168,178 | ||||||||
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | |||||||||
Long-term Debt | $ | $ 3,267 | ||||||||
Golisano Holdings LLC [Member] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1 | $ 0.001 | |||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,756,505 | 12,697,977 | |||||||
Little Harbor [Member] | Notes Payable, Other Payables [Member] | |||||||||
Long-term Debt | $ | $ 3,267 | ||||||||
Subsequent Event [Member] | Related Party August 2017 Note Payable to Great Harbor LLC [Member] | |||||||||
Minimum Liquidity | $ | $ 1,000 | ||||||||
Subsequent Event [Member] | Great Harbor Warrant [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,818,182 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,818,182 | ||||||||
Subsequent Event [Member] | Golisano Warrants [Member] | |||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,818,182 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.01 | ||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,818,182 | ||||||||
Subsequent Event [Member] | Great Harbor Capital, LLC [Member] | Secured Debt [Member] | |||||||||
Debt Instrument, Face Amount | $ | $ 2,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||
Subsequent Event [Member] | Golisano Holdings LLC [Member] | Secured Debt [Member] | |||||||||
Debt Instrument, Face Amount | $ | $ 2,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||
Subsequent Event [Member] | Little Harbor [Member] | Notes Payable, Other Payables [Member] | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||
Long-term Debt | $ | $ 3,267 | ||||||||
Sublicense Agreement [Member] | Subsequent Event [Member] | |||||||||
Minimum Requirement of Blended Licensed Product in First Year | kg | 10,000 | ||||||||
Minimum Requirement of Blended Licensed Product in Second Year | kg | 20,000 | ||||||||
Royalty Fee Per Kilogram of Blended Licensed Product Purchased | $ / kg | 2.5 | ||||||||
Reduction Per Kilo Fee Under Circumstances, Percent | 50.00% |