Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 14, 2018 | |
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) | 253,275,066 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets (Cu
Consolidated Balance Sheets (Current Period Unaudited) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 970,000 | $ 1,350,000 |
Accounts receivable, net of allowance of $2,774 and $2,534, respectively | 7,410,000 | 6,528,000 |
Inventories, net | 17,148,000 | 17,168,000 |
Prepaid expenses and other current assets | 2,188,000 | 2,256,000 |
Total current assets | 27,716,000 | 27,302,000 |
Property and equipment, net | 2,999,000 | 3,169,000 |
Intangible assets, net | 22,605,000 | 23,063,000 |
Goodwill | 17,797,000 | 17,797,000 |
Other assets | 1,756,000 | 1,762,000 |
Total assets | 72,873,000 | 73,093,000 |
Current liabilities: | ||
Accounts payable | 9,758,000 | 10,146,000 |
Accrued expenses and other current liabilities | 12,798,000 | 10,336,000 |
Derivative liabilities | 4,973,000 | 6,791,000 |
Notes payable and current portion of long-term debt, net of discount of $3,001 and $3,451, respectively | 72,748,000 | 68,093,000 |
Total current liabilities | 100,277,000 | 95,366,000 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,525,000 | 1,565,000 |
Notes payable and long-term debt, net of current portion and discount of $0 and $0, respectively | 3,132,000 | 3,383,000 |
Total long-term liabilities | 4,657,000 | 4,948,000 |
Total liabilities | 104,934,000 | 100,314,000 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 388,081,117 shares issued | 388,000 | 388,000 |
Additional paid-in capital | 227,002,000 | 226,884,000 |
Stock subscriptions receivable | (30,000) | (30,000) |
Treasury stock, 134,806,051 shares at cost | (500,000) | (500,000) |
Accumulated deficit | (258,921,000) | (253,963,000) |
Total stockholders’ deficit | (32,061,000) | (27,221,000) |
Total liabilities and stockholders' deficit | $ 72,873,000 | $ 73,093,000 |
Consolidated Balance Sheets (C3
Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, allowance | $ 2,774,000 | $ 2,534,000 |
Notes payable and current portion of long-term debt, unamortized discount | 3,001 | 3,451 |
Notes payable and long-term debt, net of current portion, unamortized discount | $ 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 | 388,081,117 |
Treasury stock, shares (in shares) | 134,806,051 | 134,806,051 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net sales | $ 19,665 | $ 24,099 |
Cost of sales | 15,590 | 17,499 |
Gross profit | 4,075 | 6,600 |
Selling, general and administrative expenses | 8,722 | 6,595 |
Income (loss) from operations | (4,647) | 5 |
Other income (expense): | ||
Interest expense, net | (2,113) | (1,964) |
Gain (loss) on change in derivative liabilities | 1,818 | (998) |
Other income (expense), net | (16) | 1 |
Total other expense | (311) | (2,961) |
Loss before income taxes | (4,958) | (2,956) |
Provision for income taxes | ||
Total net loss | $ (4,958) | $ (2,956) |
Weighted average number of common shares outstanding – basic (in shares) | 253,275,066 | 252,959,714 |
Net loss per common share – basic (in dollars per share) | $ (0.02) | $ (0.01) |
Weighted average number of common shares outstanding – diluted (in shares) | 265,731,230 | 252,959,714 |
Net loss per common share – diluted (in dollars per share) | $ (0.03) | $ (0.01) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net loss | $ (4,958) | $ (2,956) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 674 | 810 |
Amortization of debt discount | 502 | 573 |
Stock-based compensation | 118 | 153 |
Provision for obsolete inventory | 93 | 356 |
Recovery for losses on accounts receivable | (114) | (238) |
(Gain) loss on change in derivative liabilities | (1,818) | 998 |
Other non-cash items | (41) | (42) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (768) | (3,040) |
Inventories | (73) | (3,030) |
Prepaid expenses and other current assets | 68 | (577) |
Other assets | 6 | (74) |
Accounts payable | (387) | 1,393 |
Accrued expenses and other current liabilities | 2,462 | (838) |
Net cash used in operating activities | (4,236) | (6,512) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (47) | (18) |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 4,000 | 3,267 |
Repayment of debt | (393) | (1,165) |
Net borrowings from revolving credit facility | 296 | 2,030 |
Net cash provided by financing activities | 3,903 | 4,132 |
Net decrease in cash | (380) | (2,398) |
Cash at the beginning of the period | 1,350 | 5,097 |
Cash at the end of the period | 970 | 2,699 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 557 | $ 1,391 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 Organization Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 August 7, 2014, Nature of Operations We are an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays 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 condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation and Unaudited Information The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not not may 10 December 31, 2017 April 2, 2018. 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 Level 2 1 Level 3 no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of March 31, 2018 December 31, 2017: March 31, 2018 Total Level 1 Level 2 Level 3 Derivative liabilities $ 4,973 $ - $ - $ 4,973 December 31, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,791 $ - $ - $ 6,791 Accounts Receivable and Allowances We grant credit to customers and generally do not March 31, 2018, $2,774, $443 December 31, 2017, $2,534, $329 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 are determined to have an indefinite useful economic life and as such are not March 31, 2018 December 31, 2017 $4,346. Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. Deferred gain on sale of assets We entered into a sale-leaseback arrangement relating to our office facilities in 2013. 15 $40 three March 31, 2018 2017. March 31, 2018 December 31, 2017, $1,525 $1,565, Net Income (Loss) per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common 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. When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows: Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (4,958 ) $ (2,956 ) Effect of dilutive securities on net loss: Common stock warrants (1,818 ) - Total net loss for purpose of calculating diluted net loss per common share $ (6,776 ) $ (2,956 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 253,275,066 252,959,714 Weighted-average effect of dilutive securities: Common stock warrants 12,456,164 - Total shares for purpose of calculating diluted net loss per common share 265,731,230 252,959,714 Net loss per common share: Basic $ (0.02 ) $ (0.01 ) Diluted $ (0.03 ) $ (0.01 ) Significant Concentration of Credit Risk Sales to our top three 27% 33% three March 31, 2018 2017, one 15% 16% three March 31, 2018 2017, 30% 54% March 31, 2018 December 31, 2017, Recent Accounting Pronouncements In January 2017, No. 2017 04, 350 2 not December 15, 2019. January 1, 2017. not In February 2016, No. 2016 02, 842 842, 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 the FASB, which we have adopted or will adopt, as applicable, we do not |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. As of March 31, 2018, $258,921. third Because of our history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $72,561 March 31, 2018. $72,748 12 Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. We believe that we may no |
Note 3 - Inventories
Note 3 - Inventories | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 – INVENTORIES Inventories consisted of the following as of: March 31, December 31, 2018 2017 Raw materials $ 4,542 $ 5,347 Work in process 2,091 1,965 Finished goods 12,987 12,236 19,620 19,548 Reserve for obsolete inventory (2,472 ) (2,380 ) $ 17,148 $ 17,168 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: March 31, December 31, 2018 2017 Machinery and equipment $ 12,156 $ 12,156 Computers and other 9,612 9,589 Aquifer 482 482 Leasehold improvements 1,552 1,530 23,802 23,757 Accumulated depreciation and amortization (20,803 ) (20,588 ) $ 2,999 $ 3,169 Assets held under capital leases are included in machinery and equipment and amounted to $649 $777 March 31, 2018 December 31, 2017, Depreciation and amortization expense totaled $215 $227 three March 31, 2018 2017, |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: March 31, December 31, 2018 2017 Trademarks $ 8,915 $ 8,915 Indefinite-lived intangible assets 4,346 4,346 Customer relationships 19,110 19,110 Other 753 753 33,124 33,124 Accumulated amortization (10,519 ) (10,061 ) $ 22,605 $ 23,063 Trademarks are amortized over periods ranging from 3 30 15 16 3 $459 $583 three March 31, 2018 2017, |
Note 6 - Debt
Note 6 - Debt | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6 – DEBT Debt consisted of the following as of: March 31, December 31, 2018 2017 Related-Party Debt: July 2014 note payable to Little Harbor, LLC $ 3,267 $ 3,267 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 3,000 February 2018 note payable to Great Harbor Capital, LLC 2,000 - 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 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 - 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 $1,287,619 and $1,491 as of March 31, 2018 and December 31, 2017, respectively 6,712 6,509 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 $1,601 and $1,829 as of March 31, 2018 and December 31, 2017, respectively 3,399 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 $113 and $130 as of March 31, 2018 and December 31, 2017, respectively 1,887 1,869 Total related-party debt 59,072 54,623 Senior Credit Facility with Midcap 12,384 12,088 April 2016 note payable to JL-Utah Sub, LLC 250 313 Capital lease obligations 974 1,252 Huntington Holdings 3,200 3,200 Total other debt 4,424 4,765 Total debt 75,880 71,476 Less current portion (72,748 ) (68,093 ) Long-term debt $ 3,132 $ 3,383 Related-Party Debt July 2014 to Little Harbor, LLC Pursuant to a July 2014 $4,900 3 ninety $5.06 July 25, 2017 $3,267. February 6, 2018, July 25, 2020, 8.5%, July 2016 to Little Harbor, LLC On July 21, 2016, may, $4,770. January 28, 2019. 8.5%, not July 2014 December 31, 2016, $4,770. no December 31, 2017 March 31, 2018. 7 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 June 30, 2018 July 1, 2018 January 2016 Great Harbor Capital , LLC Pursuant to a January 28, 2016 $2,500. January 28, 2019, 8.5%, 24 $104 February 28, 2017. 7 March 2016 Great Harbor Capital , LLC Pursuant to a March 21, 2016 $7,000. March 21, 2019, 8.5%, 24 $292 April 21, 2017. 7 December 2016 Great Harbor Capital , LLC Pursuant to a December 31, 2016 $2,500. December 30, 2019, 8.5%, 7 August 2017 Pursuant to an August 30, 2017 $3,000. August 29, 2020, 8.5%, 7 February 201 8 Note Payable to Great Harbor Capital , LLC Pursuant to a February 6, 2018 $2,000 1” February 6, 2021, 8.5%, Also on February 6, 2018, 2” 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 June 30, 2018 July 1, 2018 November 2014 Penta Mezzanine SBIC Fund I, L.P. ) On November 13, 2014, $8,000, November 13, 2019 November 13, 2017 $360 first four $440 four $520 12% 4,960,740 7 $3,770, $273, March 8, 2017, January 2015 f/k/a JL-BBNC Mezz Utah, LLC) On January 22, 2015, $5,000, February 13, 2020 March 1, 2017 $250 $350 12% 2,329,400 January 22, 2015 434,809 February 4, 2015 ( 7 $4,389, $152 March 8, 2017, February 2015 Penta Mezzanine SBIC Fund I, L.P. ) On February 6, 2015, $2,000, November 13, 2019 November 13, 2017 $90 first four $110 four $130 12% 869,618 7 $250, $90, March 8, 2017, January 2016 Pursuant to a January 28, 2016 $2,500. January 28, 2019, 8.5%, 24 $104 February 28, 2017. 7 March 2016 Pursuant to a March 21, 2016 $7,000. March 21, 2019, 8.5%, 24 $292 April 21, 2017. 7 July 2016 On July 21, 2016, may, $4,770 July 2016 July 2016 January 28, 2019. 8.5% July 2016 7 December 31, 2016, $4,770. December 2016 Pursuant to a December 31, 2016 $2,500. December 30, 2019, 8.5%, 7 March 201 7 Note Payable to Golisano Holdings LLC Pursuant to a March 14, 2017 $3,267. December 30, 2019, 8.5%, 7 February 201 8 Note Payable to Golisano Holdings LLC Pursuant to a February 6, 2018 $2,000 February 6, 2021, 8.5%, 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 June 30, 2018 July 1, 2018 On February 6, 2018, 1, 2 Senior Credit Facility On January 22, 2015, three $15,000 $20,000, X September 2, 2016, $17,000 12 first 0.50% 1.20% 5% 6.70% March 31, 2018. 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 was a director of the Company through January 22, 2018. Huntington Holdings, LLC On August 6, 2016, 18 $2.29 $3,210. $3,210 2016, December 31, 2016. June 2, 2017, two June 2, 2019 $3,200 8.5% August 6, 2016 August 15, 2017, 10% $50 August 6, 2016 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, effective July 29, 2016, March 31, 2018, not March 31, 2018. |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 3 Months Ended |
Mar. 31, 2018 | |
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 March 31, 2018, three Weighted Average Shares Exercise Price Outstanding, December 31, 2017 15,855,017 0.18 Granted 500,000 - Canceled / Expired (500,000 ) - Exercised - - Outstanding, March 31, 2018 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, On January 22, 2015, X February 6, 2018, 500,000 $.76 500,000 February 6, 2019. Penta Warrants Pursuant to a stock purchase agreement dated June 30, 2015, 807,018 $0.01 June 30, 2020. October 1, 2015, JL Warrants Pursuant to a June 30, 2015 403,509 $0.01 June 30, 2020, October 1, 2015, two Essex Warrants In connection with the guarantee of a note payable issued in the Nutricap asset acquisition and equipment financing by Essex discussed in Note 6, 1,428,571 $0.77 June 30, 2020. 350,649 JL Properties, Inc. Warrants In April 2015, $1,000 April 30, 2015, two The first 465,880 $0.01, April 30, 2020. December 31, 2018 not $19,250. two The second 86,962 $1.00, April 30, 2020. second We have granted JL Properties certain registration rights, commencing October 1, 2015, two Golisano LLC Warrants (formerly Penta Warrants ) In connection with the November 13, 2014 $8,000 6 4,960,740 $0.01, November 13, 2019. 869,618 $1.00 November 13, 2019. October 1, 2015, 4,960,740 x ten twelve not not 4,960,740 x eleven twelve $3,750. March 8, 2017 ( 6 Golisano LLC Warrants (formerly JL Warrants ) In connection with the January 22, 2015 2,329,400 $0.01, February 13, 2020. February 4, 2015, 434,809 $1.00 February 13, 2020. October 1, 2015, two December 31, 2016, 1,187,995 $1. March 8, 2017 ( 6 Golisano LLC Warrants Pursuant to an October 2015 third October 5, 2015. 12,697,977 $.001 sixty not October 5, 2015, February 6, 2016, 509,141 $1. December 31, 2016, 6,857,143 March 31, 2018, 4,756,505 Warrants Issued into Escrow Golisano Escrow Warrants In connection with a January 28, 2016 1,136,363 $0.01 “January 2016 January 2016 not January 28, 2019 1,136,363 January 2016 January 2016 February 28, 2022. January 2016 In connection with a March 21, 2016 3,181,816 $0.01 “March 2016 March 2016 not March 21, 2019 3,181,816 March 2016 March 2016 March 21, 2022. March 2016 In connection with the Golisano LLC July 2016 2,168,178 $0.01 July 2016 July 2016 not July 2016 January 28, 2019 July 2016 2,168,178 July 2016 July 2016 July 21, 2022. July 2016 In connection with the Golisano LLC December 2016 1,136,363 $0.01 December 2016 December 2016 not December 2016 December 30, 2019 December 2016 1,136,363 December 2016 December 2016 December 30, 2022. December 2016 In connection with the Golisano LLC March 2017 1,484,847 $0.01 March 2017 March 2017 not March 2017 December 30, 2019 March 2017 1,484,847 March 2017 March 2017 March 14, 2023. March 2017 We previously entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015 ( In connection with the Golisano LLC, February 2018 1,818,182 $0.01 not February 6, 2021, 1,818,182 February 6, 2024. GH Escrow Warrants In connection with a January 28, 2016 1,136,363 $0.01 “January 2016 January 2016 not January 28, 2019 1,136,363 January 2016 January 2016 February 28, 2022. January 2016 In connection with a March 21, 2016 3,181,816 $0.01 “March 2016 March 2016 not March 21, 2019 3,181,816 March 2016 March 2016 March 21, 2022. March 2016 In connection with the GH December 2016 1,136,363 $0.01 “December 2016 December 2016 not December 2016 December 30, 2019 December 2016 1,136,363 December 2016 December 2016 December 30, 2022. December 2016 In connection with the 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 In connection with the GH February 2018 1,818,182 $0.01 not February 6, 2021, 1,818,182 February 6, 2024. JL-US Escrow Warrant In connection with an April 5, 2016 227,273 $0.01 not March 21, 2019 227,273 March 21, 2022. Little Harbor Escrow Warrant The Little Harbor July 2016 2,168,178 $0.01 July 2016 July 2016 not July 2016 January 28, 2019 July 2016 2,168,178 July 2016 July 2016 July 21, 2022. July 2016 July 2016 July 2016 |
Note 8 - Derivative Liabilities
Note 8 - Derivative Liabilities | 3 Months Ended |
Mar. 31, 2018 | |
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 not March 31, 2018, $4,973 $6,791 December 31, 2017. December 31, 2017: Three Months Ended March 31, 2018 Derivative liabilities as of December 31, 2017 $ 6,791 Gain on change in fair value of derivative liabilities (1,818 ) Derivative liabilities as of March 31, 2018 $ 4,973 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' Deficit
Note 9 - Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 – STOCKHOLDERS’ 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 25% 2019. three March 31, 2018, not March 31, 2018, 5,770,181 Common Stock Repurchase On January 5, 2017, 642,366 $1. Stock Subscription Receivable and Loss on Stock Price Guarantee As of March 31, 2018, August 1, 2014 1,528,384 $30 5%. On August 6, 2016, 18 $2.29 $3,210. $3,210 2016, December 31, 2016. June 2, 2017, two June 2, 2019 $3,200 8.5% August 6, 2016 August 15, 2017, 10% $50 August 6, 2016 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 - Subsequent Events
Note 10 - Subsequent Events | 3 Months Ended |
Mar. 31, 2018 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 10 Chief Executive Officer and Board Member Changes Effective April 25, 2018, On April 27, 2018, 10.176 8K April 30, 2018. 3,000,000 On May 8, 2018, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2018 | |
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 condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Unaudited Information The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States generally accepted accounting principles, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not not may 10 December 31, 2017 April 2, 2018. |
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 Level 2 1 Level 3 no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of March 31, 2018 December 31, 2017: March 31, 2018 Total Level 1 Level 2 Level 3 Derivative liabilities $ 4,973 $ - $ - $ 4,973 December 31, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,791 $ - $ - $ 6,791 |
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 March 31, 2018, $2,774, $443 December 31, 2017, $2,534, $329 |
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 are determined to have an indefinite useful economic life and as such are not March 31, 2018 December 31, 2017 $4,346. |
Fair Value of Warrants Issued, Policy [Policy Text Block] | Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Derivatives, Policy [Policy Text Block] | Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Sale Leaseback Transactions, Policy [Policy Text Block] | Deferred gain on sale of assets We entered into a sale-leaseback arrangement relating to our office facilities in 2013. 15 $ 40 three March 31, 2018 2017. March 31, 2018 December 31, 2017, $1,525 $1,565, |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common 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. When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows: Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (4,958 ) $ (2,956 ) Effect of dilutive securities on net loss: Common stock warrants (1,818 ) - Total net loss for purpose of calculating diluted net loss per common share $ (6,776 ) $ (2,956 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 253,275,066 252,959,714 Weighted-average effect of dilutive securities: Common stock warrants 12,456,164 - Total shares for purpose of calculating diluted net loss per common share 265,731,230 252,959,714 Net loss per common share: Basic $ (0.02 ) $ (0.01 ) Diluted $ (0.03 ) $ (0.01 ) |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to our top three 27% 33% three March 31, 2018 2017, one 15% 16% three March 31, 2018 2017, 30% 54% March 31, 2018 December 31, 2017, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In January 2017, No. 2017 04, 350 2 not December 15, 2019. January 1, 2017. not In February 2016, No. 2016 02, 842 842, 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 the FASB, which we have adopted or will adopt, as applicable, we do not |
Note 1 - Nature of Operations17
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | March 31, 2018 Total Level 1 Level 2 Level 3 Derivative liabilities $ 4,973 $ - $ - $ 4,973 December 31, 2017 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,791 $ - $ - $ 6,791 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2018 2017 Numerator: Net loss $ (4,958 ) $ (2,956 ) Effect of dilutive securities on net loss: Common stock warrants (1,818 ) - Total net loss for purpose of calculating diluted net loss per common share $ (6,776 ) $ (2,956 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 253,275,066 252,959,714 Weighted-average effect of dilutive securities: Common stock warrants 12,456,164 - Total shares for purpose of calculating diluted net loss per common share 265,731,230 252,959,714 Net loss per common share: Basic $ (0.02 ) $ (0.01 ) Diluted $ (0.03 ) $ (0.01 ) |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | March 31, December 31, 2018 2017 Raw materials $ 4,542 $ 5,347 Work in process 2,091 1,965 Finished goods 12,987 12,236 19,620 19,548 Reserve for obsolete inventory (2,472 ) (2,380 ) $ 17,148 $ 17,168 |
Note 4 - Property and Equipme19
Note 4 - Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | March 31, December 31, 2018 2017 Machinery and equipment $ 12,156 $ 12,156 Computers and other 9,612 9,589 Aquifer 482 482 Leasehold improvements 1,552 1,530 23,802 23,757 Accumulated depreciation and amortization (20,803 ) (20,588 ) $ 2,999 $ 3,169 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, December 31, 2018 2017 Trademarks $ 8,915 $ 8,915 Indefinite-lived intangible assets 4,346 4,346 Customer relationships 19,110 19,110 Other 753 753 33,124 33,124 Accumulated amortization (10,519 ) (10,061 ) $ 22,605 $ 23,063 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | March 31, December 31, 2018 2017 Related-Party Debt: July 2014 note payable to Little Harbor, LLC $ 3,267 $ 3,267 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 3,000 February 2018 note payable to Great Harbor Capital, LLC 2,000 - 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 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 - 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 $1,287,619 and $1,491 as of March 31, 2018 and December 31, 2017, respectively 6,712 6,509 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 $1,601 and $1,829 as of March 31, 2018 and December 31, 2017, respectively 3,399 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 $113 and $130 as of March 31, 2018 and December 31, 2017, respectively 1,887 1,869 Total related-party debt 59,072 54,623 Senior Credit Facility with Midcap 12,384 12,088 April 2016 note payable to JL-Utah Sub, LLC 250 313 Capital lease obligations 974 1,252 Huntington Holdings 3,200 3,200 Total other debt 4,424 4,765 Total debt 75,880 71,476 Less current portion (72,748 ) (68,093 ) Long-term debt $ 3,132 $ 3,383 |
Note 7 - Warrants and Registr22
Note 7 - Warrants and Registration Rights Agreements (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Average Shares Exercise Price Outstanding, December 31, 2017 15,855,017 0.18 Granted 500,000 - Canceled / Expired (500,000 ) - Exercised - - Outstanding, March 31, 2018 15,855,017 0.18 |
Note 8 - Derivative Liabiliti23
Note 8 - Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Notes Tables | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Three Months Ended March 31, 2018 Derivative liabilities as of December 31, 2017 $ 6,791 Gain on change in fair value of derivative liabilities (1,818 ) Derivative liabilities as of March 31, 2018 $ 4,973 |
Note 1 - Nature of Operations24
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Allowance for Doubtful Accounts Receivable, Current, Ending Balance | $ 2,774,000 | $ 2,534,000 | |
Allowance for Accounts Receivable, Current, Doubtful Accounts | 443,000 | 329,000 | |
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance | $ 4,346,000 | 4,346,000 | |
Lessor, Operating Lease, Term of Contract | 15 years | ||
Amortization of Deferred Gain on Sale of Assets | $ 40,000 | $ 40,000 | |
Deferred Gain on Sale of Property | $ 1,525,000 | $ 1,565,000 | |
Sales Revenue, Net [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | |||
Number of Major Customers | 3 | 3 | |
Concentration Risk, Percentage | 27.00% | 33.00% | |
Sales Revenue, Net [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | |||
Number of Major Customers | 1 | 1 | |
Concentration Risk, Percentage | 15.00% | 16.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk, Percentage | 30.00% | 54.00% | |
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 Operations25
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 | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative liabilities | $ 4,973 | $ 6,791 |
Fair Value, Measurements, Recurring [Member] | ||
Derivative liabilities | 4,973 | 6,791 |
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 | $ 4,973 | $ 6,791 |
Note 1 - Nature of Operations26
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net loss | $ (4,958) | $ (2,956) |
Common stock warrants | (1,818) | |
Total net loss for purpose of calculating diluted net loss per common share | $ (6,776) | $ (2,956) |
Total shares for purposes of calculating basic net loss per common share (in shares) | 253,275,066 | 252,959,714 |
Common stock warrants (in shares) | 12,456,164 | |
Total shares for purpose of calculating diluted net loss per common share (in shares) | 265,731,230 | 252,959,714 |
Basic (in dollars per share) | $ (0.02) | $ (0.01) |
Diluted (in dollars per share) | $ (0.03) | $ (0.01) |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (258,921) | $ (253,963) |
Working Capital Deficiency | 72,561 | |
Long-term Debt, Current Maturities, Total | $ 72,748 | $ 68,093 |
Note 3 - Inventories - Summary
Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Raw materials | $ 4,542 | $ 5,347 |
Work in process | 2,091 | 1,965 |
Finished goods | 12,987 | 12,236 |
19,620 | 19,548 | |
Reserve for obsolete inventory | (2,472) | (2,380) |
$ 17,148 | $ 17,168 |
Note 4 - Property and Equipme29
Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Capital Leased Assets, Gross, Total | $ 649 | $ 777 | |
Depreciation, Total | $ 215 | $ 227 |
Note 4 - Property and Equipme30
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Property and equipment | $ 23,802 | $ 23,757 |
Accumulated depreciation and amortization | (20,803) | (20,588) |
2,999 | 3,169 | |
Machinery and Equipment [Member] | ||
Property and equipment | 12,156 | 12,156 |
Computers and Other [Member] | ||
Property and equipment | 9,612 | 9,589 |
Aquifer [Member] | ||
Property and equipment | 482 | 482 |
Leasehold Improvements [Member] | ||
Property and equipment | $ 1,552 | $ 1,530 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Amortization of Intangible Assets, Total | $ 459 | $ 583 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | Trademarks [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum [Member] | Trademarks [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years |
Note 5 - Intangible Assets - Su
Note 5 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Indefinite-lived intangible assets | $ 4,346 | $ 4,346 |
33,124 | 33,124 | |
Accumulated amortization | (10,519) | (10,061) |
22,605 | 23,063 | |
Trademarks [Member] | ||
Intangible assets | 8,915 | 8,915 |
Customer Relationships [Member] | ||
Intangible assets | 19,110 | 19,110 |
Other Intangible Assets [Member] | ||
Intangible assets | $ 753 | $ 753 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) | Jun. 02, 2019 | Feb. 06, 2018 | 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 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 02, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 30, 2017 | Aug. 15, 2017 | Jul. 25, 2017 | Feb. 04, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 15,855,017 | ||||||||||||||||||||
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% | 6.70% | ||||||||||||||||||||
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||||||||||||||||||||||
Long-term Debt, Total | $ 3,000,000 | $ 3,000,000 | ||||||||||||||||||||
Minimum Liquidity | $ 1,000,000 | |||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 360,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | |||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 90,000 | $ 250,000 | ||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000,000 | $ 8,000,000 | ||||||||||||||||||||
Debt Instrument Periodic Principal Payments Due in Next Four Quarters | 110,000 | 440,000 | ||||||||||||||||||||
Debt Instrument Periodic Principal Payments Due Thereafter | 130,000 | $ 520,000 | ||||||||||||||||||||
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 | |||||||||||||||||||
Increased Debt Instrument Periodic Payment | $ 350,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | Feb. 13, 2020 | 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 | $ 2,000,000 | $ 2,500,000 | $ 7,000,000 | $ 2,500,000 | $ 2,500,000 | $ 3,000 | ||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292,000 | $ 104,000 | ||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 6, 2021 | 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 | ||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor [Member] | ||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 4,900,000 | |||||||||||||||||||||
Debt Instrument, Term | 3 years | |||||||||||||||||||||
Debt Instrument, Obligation Termination, Stock Price Trigger | 5.06 | |||||||||||||||||||||
Long-term Debt, Total | $ 3,267 | |||||||||||||||||||||
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 | $ 0 | $ 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 | Mar. 21, 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, Including Capitalized Interest, Operating and Investing Activities, Total | $ 50,000 | $ 50,000 | ||||||||||||||||||||
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 | |||||||||||||||||||||
Secured Debt [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||||||||||||||
Debt Instrument, Maturity Date | Feb. 6, 2021 | |||||||||||||||||||||
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 | Mar. 31, 2018 | Dec. 31, 2017 |
Capital lease obligations | $ 974 | $ 1,252 |
Other debt | 75,880 | 71,476 |
Total debt | 75,880 | 71,476 |
Less current portion | (72,748) | (68,093) |
Long-term debt | 3,132 | 3,383 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Long-term debt, net | 3,267 | 3,267 |
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 | 3,000 |
Related Party February 2018 Note Payable to Great Harbor LLC [Member] | ||
Long-term debt, net | 2,000 | |
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 | 3,267 |
Related Party February 2018 Note Payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,000 | |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 6,712 | 6,509 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Long-term debt, net | 3,399 | 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 | 1,887 | 1,869 |
Related Party Debt [Member] | ||
Long-term debt, net | 59,072 | 54,623 |
Senior Credit Facility With Midcap [Member] | ||
Long-term debt, net | 12,384 | 12,088 |
April 2016 Note Payable To JL-Utah Sub, LLC [Member] | ||
Long-term debt, net | 250 | 313 |
Unsecured Promissory Note with Huntington Holdings, LLC [Member] | ||
Long-term debt, net | 3,200 | 3,200 |
Debt Other Than Related Party Debt and Credit Facility [Member] | ||
Other debt | 4,424 | 4,765 |
Total debt | $ 4,424 | $ 4,765 |
Note 6 - Debt - Summary of De35
Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) | Mar. 31, 2018 | Dec. 31, 2017 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt instrument, unamortized discount | $ 1,287,619 | $ 1,491 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Debt instrument, unamortized discount | 1,601 | 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 | $ 113 | $ 130 |
Note 7 - Warrants and Registr36
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) | Feb. 06, 2018 | 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, 2018 | Mar. 31, 2017 | Dec. 31, 2016 | Feb. 28, 2018 | Dec. 31, 2017 | Aug. 30, 2017 | 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 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.18 | $ 0.18 | ||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | ||||||||||||||||||||
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 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 28, 2022 | |||||||||||||||||||
March 2016 Golisano Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,181,816 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,181,816 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 21, 2022 | |||||||||||||||||||
Little Harbor July 2016 Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,168,178 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,168,178 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Jul. 21, 2022 | |||||||||||||||||||
Golisano LLC December 2016 Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | 1,136,363 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | 1,136,363 | ||||||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 30, 2022 | |||||||||||||||||||
Golisano LLC March 2017 Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,484,847 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,484,847 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 14, 2023 | |||||||||||||||||||
Golisano Warrants [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,818,182 | 2,168,178 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,818,182 | 2,168,178 | ||||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 6, 2024 | Jul. 21, 2022 | ||||||||||||||||||
January 2016 GH Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 28, 2022 | |||||||||||||||||||
March 2016 GH Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,181,816 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,181,816 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 21, 2022 | |||||||||||||||||||
December 2016 GH Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | ||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | 1,136,363 | ||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | 1,136,363 | ||||||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 30, 2022 | |||||||||||||||||||
August 2017 GH Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,363,636 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,363,636 | |||||||||||||||||||
Great Harbor Warrant [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,818,182 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,818,182 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 6, 2024 | |||||||||||||||||||
JL Warrants [Member] | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 227,273 | |||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 227,273 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 21, 2022 | |||||||||||||||||||
Midcap Funding X Trust [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | 500,000 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.76 | $ 0.76 | ||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 500,000 | |||||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 6, 2019 | |||||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,960,740 | 4,960,740 | ||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||
Proceeds from Notes Payable, Total | $ 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 Registr37
Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Outstanding, beginning balance (in shares) | shares | 15,855,017 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.18 |
Granted (in shares) | shares | 500,000 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | |
Canceled / Expired (in shares) | shares | (500,000) |
Canceled / expired, weighted average exercise price (in dollars per share) | $ / shares | |
Exercised (in shares) | shares | |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | |
Outstanding, ending balance (in shares) | shares | 15,855,017 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.18 |
Note 8 - Derivative Liabiliti38
Note 8 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Derivative Liability, Total | $ 4,973 | $ 6,791 |
Note 8 - Derivative Liabiliti39
Note 8 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Derivative liabilities as of December 31, 2017 | $ 6,791 | |
Gain on change in fair value of derivative liabilities | (1,818) | $ 998 |
Derivative liabilities as of March 31, 2018 | $ 4,973 |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit (Details Textual) - USD ($) | Jun. 02, 2019 | Jan. 05, 2017 | Aug. 06, 2016 | Mar. 31, 2018 | Mar. 31, 2017 | Jun. 02, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Aug. 15, 2017 |
Preferred Stock, Shares Authorized | 500,000,000 | ||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | ||||||||
Preferred Stock, Shares Issued, Total | 0 | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 0 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 5,770,181 | ||||||||
Stock Issued During Period Shares Warrants Exercised | 642,366 | ||||||||
Stock Issued During Period Value Warrants Exercised | $ 1 | ||||||||
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 | $ 3,200,000 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total | $ 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 - Subsequent Events (De
Note 10 - Subsequent Events (Details Textual) | Apr. 27, 2018shares |
Previous Chief Executive Officer [Member] | |
Number of Shares Surrenderred by Officer Due to Separation Agreement | 3,000,000 |