Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | May 29, 2020 | Jun. 30, 2019 | |
Document Information [Line Items] | |||
Entity Registrant Name | Twinlab Consolidated Holdings, Inc. | ||
Entity Central Index Key | 0001590695 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding (in shares) | 392,057,164 | ||
Entity Public Float | $ 34,526,380 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Title of 12(g) Security | Common Stock, par value $0.001 per share |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 270 | $ 6,227 |
Accounts receivable, net | 6,342 | 8,566 |
Inventories, net | 6,569 | 7,945 |
Prepaid expenses and other current assets | 3,119 | 6,560 |
Total current assets | 16,300 | 29,298 |
Property and equipment, net | 72 | 1,117 |
Intangible assets, net | 4,363 | 21,308 |
Goodwill | 8,818 | 17,797 |
Other assets | 834 | 1,720 |
Total assets | 30,387 | 71,240 |
Current liabilities: | ||
Accounts payable | 6,313 | 8,081 |
Accrued expenses and other current liabilities | 6,777 | 7,536 |
Accrued interest | 13,895 | 8,288 |
Derivative liabilities | 35 | 4,359 |
Notes payable and current portion of long-term debt, net | 91,127 | 70,539 |
Total current liabilities | 118,147 | 98,803 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 0 | 1,324 |
Long-term debt, net of current portion | 15,000 | |
Total long-term liabilities | 16,324 | |
Total liabilities | 118,147 | 115,127 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 390,449,879 shares issued | 390 | 390 |
Additional paid-in capital | 231,253 | 230,625 |
Stock subscriptions receivable | (30) | (30) |
Treasury stock, 134,806,051 shares at cost | (500) | (500) |
Accumulated deficit | (318,873) | (274,372) |
Total stockholders’ deficit | (87,760) | (43,887) |
Total liabilities and stockholders' deficit | $ 30,387 | $ 71,240 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
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) | 390,449,879 | 390,449,879 |
Treasury stock, shares (in shares) | 134,806,051 | 134,806,051 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Net sales | $ 73,460 | $ 73,291 |
Cost of sales | 62,275 | 60,204 |
Gross profit | 11,185 | 13,087 |
Operating costs and expenses: | ||
Selling expenses | 1,326 | 4,616 |
General and administrative expenses | 24,219 | 22,461 |
Impairment of goodwill and intangible assets | 24,407 | 0 |
Loss from operations | (38,767) | (13,990) |
Other income (expense): | ||
Interest expense, net | (9,876) | (9,704) |
Gain (loss) on change in derivative liabilities | 3,696 | 2,432 |
Other income (expense), net | 1,392 | 21 |
Gain (loss) on disposition of property and equipment | (867) | 861 |
Total other income (expense) | (5,655) | (6,390) |
Loss before income taxes | (44,422) | (20,380) |
Income tax provision | (79) | (29) |
Total net loss | $ (44,501) | $ (20,409) |
Weighted average number of common shares outstanding - basic (in shares) | 255,643,828 | 254,325,291 |
Net loss per common share - basic (in dollars per share) | $ (0.17) | $ (0.08) |
Weighted average number of common shares outstanding - diluted (in shares) | 265,493,489 | 266,684,088 |
Net loss per common share - diluted (See Note 1) (in dollars per share) | $ (0.18) | $ (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, 2017 | 388,081,117 | 134,806,051 | ||||
Balance at Dec. 31, 2017 | $ 388 | $ 226,884 | $ (30) | $ (500) | $ (253,963) | $ (27,221) |
Issuance of common shares for prepaid services (in shares) | 4,166,667 | |||||
Issuance of common shares for prepaid services | $ 4 | 996 | 1,000 | |||
Issuance of warrants with debt | 2,695 | 2,695 | ||||
Surrender and cancellation of common shares (in shares) | (3,000,000) | |||||
Surrender and cancellation of common shares | $ (3) | 3 | ||||
Stock-based compensation (in shares) | 1,202,095 | |||||
Stock-based compensation | $ 1 | 47 | 48 | |||
Net loss | (20,409) | (20,409) | ||||
Reclassification of derivative liabilities | ||||||
Balance (in shares) at Dec. 31, 2018 | 390,449,879 | 134,806,051 | ||||
Balance at Dec. 31, 2018 | $ 390 | 230,625 | (30) | $ (500) | (274,372) | (43,887) |
Net loss | (44,501) | (44,501) | ||||
Reclassification of derivative liabilities | 628 | 628 | ||||
Balance (in shares) at Dec. 31, 2019 | 390,449,879 | 134,806,051 | ||||
Balance at Dec. 31, 2019 | $ 390 | $ 231,253 | $ (30) | $ (500) | $ (318,873) | $ (87,760) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (44,501) | $ (20,409) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 1,713 | 2,575 |
Amortization of debt discount | 2,127 | 2,557 |
Issuance of common stock for services | 352 | |
Stock-based compensation | 48 | |
(Recovery of) provision for obsolete inventories | (1,151) | 18 |
Provision for losses on accounts receivable | 2,730 | 1,871 |
Loss (gain) on change in derivative liability | (3,696) | (2,432) |
Loss (gain) on disposal of property and equipment | 867 | (861) |
Other non-cash items | (338) | (241) |
Impairment of goodwill and intangible assets | 24,407 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (508) | (3,909) |
Inventories | 2,529 | 9,205 |
Prepaid expenses and other current assets | 3,441 | (3,656) |
Other assets | 887 | 42 |
Accounts payable | (1,768) | 2,788 |
Accrued expenses and other current liabilities | 4,850 | 5,488 |
Net cash used in operating activities | (8,411) | (6,564) |
Cash flows from investing activities: | ||
Proceeds from the disposition of property and equipment | 1,296 | |
Purchase of property and equipment | (20) | (56) |
Net cash provided by (used in) investing activities | (20) | 1,240 |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 24,000 | |
Repayment of debt | (952) | (1,711) |
Net borrowings from (payments on) revolving credit facility | 3,426 | (12,088) |
Net cash provided by financing activities | 2,474 | 10,201 |
Net increase (decrease) in cash | (5,957) | 4,877 |
Cash at the beginning of the period | 6,227 | 1,350 |
Cash at the end of the period | 270 | 6,227 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,601 | 1,029 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of common stock for prepaid expenses | 648 | |
Reduction of common stock and increase in additional paid-in capital for surrender of common stock | 3 | |
Issuance of debt for payment of accounts payable | 4,000 | |
Issuance of warrants for debt discount and additional paid-in capital | 2,695 | |
Issuance of common stock and decrease in additional paid in captial for RSUs vested | 1 | |
Reclassification of derivative liabilities | 628 | |
Reduction in captial lease obligation through the sale of property and equipment | $ 853 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2019 | |
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 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 and REAAL 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 services 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 and service sales and the related cost of sales are recognized when the performance obligations are satisfied. The performance obligations are typically satisfied upon shipment of physical goods or as the services are performed over time. In addition to the satisfaction of the performance obligations, the following conditions are required for revenue recognition: an arrangement exists, there is a fixed price, and collectability is reasonably assured. Discounts, returns and allowances related to sales, including an estimated reserve for the returns and allowances, are recorded as reduction of revenue. Shipping and handling activities fees are not Contract Liabilities Our contract liabilities consist of customer deposits and contractual guaranteed returns. Net contract liabilities are recorded in accrued expenses and other current liabilities and consisted of the following: December 31, 2019 December 31, 2018 Contract Liabilities - Customer Deposits $ 2,071 $ 1,950 Contract Liabilities - Guaranteed Returns 56 383 Disaggregation of Revenue Revenue is disaggregated from contracts with customers by goods or services as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. December 31, 2019 December 31, 2018 Product Sales $ 72,993 $ 72,867 Fulfillment Services 467 424 Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three Level 1 Level 2 1 Level 3 no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of December 31, 2019 2018: Total Level 1 Level 2 Level 3 December 31, 2019: Derivative liabilities $ 35 $ - $ - $ 35 December 31, 2018: Derivative liabilities $ 4,359 $ - $ - $ 4,359 Accounts Receivable and Allowances We grant credit to customers and generally do not December 31, 2019, $5,884, $5,107 December 31, 2018, $2,651, $1,954 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, 2019 2018 $1,400 $4,346, $2,946 $0 December 31, 2019 2018, 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 $3,259 $3,244 2019 2018, 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 $839 $4,983 2019 2018, Research and Development Costs Research and development costs are expensed as incurred and totaled $35 $436 2019 2018, 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 recognized 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 using 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 October 2019 $1,144 $180 2019 $241 2018. December 31, 2019 2018, $0 $1,324, 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 Years Ended 2019 2018 Numerator: Net loss $ (44,501 ) $ (20,409 ) Effect of dilutive securities on net loss: Common stock warrants (3,696 ) (2,432 ) Total net loss for purpose of calculating diluted net loss per common share $ (48,197 ) $ (22,841 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 255,643,828 254,325,294 Weighted-average effect of dilutive securities: Common stock warrants 9,849,661 12,358,794 Total shares for purpose of calculating diluted net loss per common share 265,493,489 266,684,088 Net loss per common share: Basic $ (0.17 ) $ (0.08 ) Diluted $ (0.18 ) $ (0.09 ) Significant Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. At December 31, 2019, not not no not Sales to our top three 32% 26% 2019 2018, one 11% 12% 2019 2018. 33% 22% December 31, 2019 2018, 38% 14% December 31, 2019 2018, two 28% 42% December 31, 2019 2018, third 10%. 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, January 1, 2020. In May 2014, 2014 09, 606 January 1, 2019 not $383 $56 January 1, 2019 December 31, 2019,respectively. 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, 2019 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | N OTE 2 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, 2019, $318,873. 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 $101,847 December 31, 2019. $91,127 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, 2019 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 Inventories consisted of the following at: December 31, 2019 December 31, 2018 Raw materials $ - $ 4,346 Finished goods 7,816 5,997 7,816 10,343 Reserve for obsolete inventory (1,247 ) (2,398 ) $ 6,569 $ 7,945 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 Property and equipment consisted of the following at: December 31, 2019 December 31, 2018 Machinery and equipment $ 36 $ 1,367 Computers and other 88 7,540 Aquifer - 482 Leasehold improvements - 1,553 124 10,942 Accumulated depreciation and amortization (52 ) (9,825 ) $ 72 $ 1,117 Depreciation and amortization expense totaled $196 $820 2019 2018, |
Note 5 - Intangible Assets and
Note 5 - Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5 Intangible assets consisted of the following at: December 31, 2019 December 31, 2018 Trademarks $ 6,880 $ 8,915 Indefinite-lived intangible assets 1,400 4,346 Customer relationships 8,663 19,110 Other 753 753 17,696 33,124 Accumulated amortization (13,333 ) (11,816 ) $ 4,363 $ 21,308 Trademarks are amortized over periods ranging from 3 30 15 16 3 $1,517 $1,755 2019 2018, During the fourth 2019, $24,407. $8,979 $15,428. fourth 2019, 2019 2019. no December 31, 2018. The fair value of these assets was determined using level 3 second second 2019 $8,979 $15,428 2019. Estimated aggregate amortization expense for the intangible assets for each of the five 2019 Years Ending December 31, 2020 $ 1,111 2021 377 2022 377 2023 377 2024 377 Thereafter 344 $ 2,963 |
Note 6 - Debt
Note 6 - Debt | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6 Debt consisted of the following at: December 31, December 31, 2019 2018 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 2,000 July 2018 note payable to Great Harbor Capital, LLC, net of discount of $563 and $1,056 at December 31, 2019 and December 31, 2018 respectively 4,437 3,944 November 2018 note payable to Great Harbor Capital, LLC,net of discount of $354 and $1,088 at December 31, 2019 and December 31, 2018 respectively 3,646 2,912 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 2,000 November 2014 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 $271 and $678 as of December 31, 2019 and December 31 2018, respectively 7,729 7,322 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$457 and $915 as of December 31, 2019 and December 31 2018, respectively 4,543 4,085 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 theaggregate of $25 and $60 as of December 31, 2019 and December 31 2018, respectively 1,975 1,940 Macatawa Bank 15,000 15,000 Total related party debt 84,404 82,277 Senior Credit Facility with Midcap 4,413 - Other Debt: April 2016 note payable to JL-Utah Sub, LLC - 62 Huntington Holdings, LLC 2,310 3,200 Total other debt 2,310 3,262 Total debt 91,127 85,539 Less current portion (91,127 ) (70,539 ) Long-term debt $ - $ 15,000 Future aggregate maturities of debt that have maturities beyond 2020 not 2019 Related-Party Debt Little Harbor Capital LLC Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Little Harbor LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Little Harbor LLC. July 2014 Pursuant to a July 2014 $4,900 3 ninety $5.06 July 25, 2017 $3,267. February 6, 2018, 8.5%, July 25, 2020; No. 1 June 30, 2019 July 25, 2020 October 22, 2021 July 2016 On July 21, 2016, may, $4,770. 8.5%, not July 2014 December 31, 2016, $4,770. 7 January 28, 2019; January 23, 2019, No. 1 June 30, 2019; July 8, 2019, No. 2 June 30, 2019 June 30, 2019 October 22, 2021 Little Harbor has delivered a deferment letter pursuant to which Little Harbor agreed to defer all payments due under the aforementioned notes held by Little Harbor, through October 22, 2021 Great Harbor Capital LLC Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Great Harbor Capital LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Great Harbor Capital LLC. January 2016 Pursuant to a January 28, 2016 “January 2016 $2,500. January 2016 8.5%, 24 $104 February 28, 2017 August 31, 2019. 7 January 2016 January 28, 2019; January 23, 2019, No. 7 January 2016 June 30, 2019, July 8, 2019, No. 8 January 2016 June 30, 2019 October 22, 2021 March 2016 Pursuant to a March 21, 2016 “March 2016 $7,000. March 2016 8.5%, 24 $292 April 21, 2017 August 30, 2019. 7 March 21, 2019; January 23, 2019, No. 6 March 2016 June 30, 2019, July 8, 2019, No. 7 March 2016 June 30, 2019 June 30, 2019 October 22, 2021 December 2016 Pursuant to a December 31, 2016 “December 2016 $2,500. December 2016 8.5%, 7 December 30, 2019; July 8, 2019, No. 1 December 2016 June 30, 2019 December 30, 2019 October 22, 2021 August 2017 Pursuant to an August 30, 2017 $3,000 “August 2017 August 2017 8.5%, 7 August 29, 2020; July 8, 2019, No. 1 August 2017 June 30, 2019 August 29, 2020 October 22, 2021 February 2018 Pursuant to a February 6, 2018 $2,000 “February 2018 8.5%, X February 6, 2021; July 8, 2019, No. 1 February 2018 June 30, 2019 February 6, 2021 October 22, 2021 As previously reported, on February 6, 2018, August 2017 August 30, 2017. February 2018 $1,000, August 2017 August 30, 2017; October 22, 2021 No. 1 August 2017 Furthermore, as a result of notes issued on February 6, 2018, February 2018 August 2017 February 2018 July 2018 Pursuant to a July 27, 2018 $5,000 "July 2018 July 2018 8.5%, 8.5% first September 1, 2018. July 2018 January 27, 2020. July 2018 7 January 27, 2020; July 8, 2019, No. 1 July 2018 June 30, 2019 January 27, 2020 October 22, 2021 The July 2018 July 2018 November 2018 Pursuant to a November 5, 2018 $4,000 "November 2018 November 2018 8.5%, 8.5% first December 1, 2018. November 2018 November 5, 2020. November 2018 7 November 2018 November 5, 2020; July 8, 2019, No. 1 November 2018 June 30, 2019 November 5, 2020 October 22, 2021 GH has delivered a deferment letter pursuant to which GH agreed to defer all payments due under the aforementioned notes held by GH, through October 22, 2021 Golisano Holdings LLC. Mr. B. Thomas Golisano, a member of the Company’s Board of Directors is a principal of Golisano Holdings LLC. November 2014 On November 13, 2014, $8,000, March 8, 2017, 12% March 8, 2017, 8% October 22, 2021. August 30, 2017, 4,960,740 7 August 30, 2017, July 8, 2019, No. 1 November 2014 June 30, 2019 November 5, 2020 October 22, 2021. January 2015 On January 22, 2015, $5,000, March 8, 2017, 12% March 8, 2017, 8% October 22, 2021. August 30, 2017, 2,329,400 January 22, 2015 434,809 February 4, 2015 ( 7 February 2015 On February 6, 2015, $2,000, March 8, 2017, 12% March 8, 2017, 8% October 22, 2021. August 30, 2017, 869,618 7 January 2016 Pursuant to a January 28, 2016 January 2016 $2,500. January 28, 2019; January 28, 2019, No. 1 June 30, 2019, July 8, 2019, No. 2 June 30, 2019, June 30, 2019 October 22, 2021. 8.5%. 7 March 2016 Pursuant to a March 21, 2016 $7,000 March 2016 March 21, 2019; July 8, 2019, No. 1 June 30, 2019, July 8, 2019, No. 2 June 30, 2019, June 30, 2019 October 22, 2021.This 8.5%. 7 July 2016 On July 21, 2016, may, $4,770 July 2016 July 2016 January 28, 2019; July 8, 2019, No. 2 July 2016 June 30, 2019, June 30, 2019 October 22, 2021. 8.5% July 2016 7 December 31, 2016, $4,770. December 2016 Pursuant to a December 31, 2016 $2,500 December 2016 8.5%, 7 December 30, 2019; July 8, 2019, No. 1 December 2016 June 30, 2019, December 30, 2019 October 22, 2021 March 2017 Pursuant to a March 14, 2017 $3,267 March 2017 8.5%, 7 December 30, 2019; July 8, 2019, No. 1 March 2017 June 30, 2019, December 30, 2019 October 22, 2021. February 2018 Pursuant to a February 6, 2018 $2,000 February 2018 8.5%, February 6, 2021; July 8, 2019, No. 1 No. 1 June 30, 2019, February 6, 2021 October 22, 2021. Golisano LLC has delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the aforementioned notes held by Golisano LLC through October 22, 2021 Macatawa Bank Mr. Mark Bugge is a former member of the board of directors of Macatawa Bank (“Macatawa”) and was a member of the Company’s board of directors; he was an active member of both boards at the time of the term loan note. Two other members of the Company’s Board of Directors, Mr. B. Thomas Golisano and Mr. David L. Van Andel, are the owners and principals of the guarantor, 463IP “463IP” 10% On December 4, 2018, $15,000. November 30, 2020 one 1.00% not 2.50%; 2.76% December 31, 2019). 3.00%. In connection with the Term Loan, 463IP December 4, 2018, $15,000 Senior Credit Facility On January 22, 2015, three $15,000 $20,000 X On September 2, 2016, $17,000 12 first 0.50% 1.20% 5% 7% December 31, 2019. 500,000 7 On January 22, 2019, $17,000 $5,000 January 22, 2019 April 22, 2019. On February 13, 2019, X On April 22, 2019, $12,000 two April 22, 2021 We have incurred loan fees totaling $540 $4,413 December 31, 2019. Other Debt 2014 On August 6, 2016, 18 $2.29 $3,210. $3,210 2016, December 31, 2016. June 2, 2017, 2014 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 On June 7, 2019, No. 1 June 2, 2019, $3,210 June 2, 2017. No. 1 June 2, 2019 September 3, 2019. December 31, 2019, $2,310 December 31, 2019. ( 13 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, 2019, $4,413 December 31, 2019. |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Warrants Disclosure [Text Block] | NOTE 7 The following table presents a summary of the status of our issued warrants as of December 31, 2019, two Shares Weighted Average Underlying Exercise Warrants Price Outstanding, December 31, 2017 15,855,017 $ 0.18 Granted 5,000,000 0.09 Canceled / Expired (714,286 ) 0.53 Exercised - - Outstanding, December 31, 2018 20,140,731 0.15 Granted 500,000 0.76 Canceled / Expired (8,829,082 ) 0.14 Exercised - - Outstanding, December 31, 2019 11,811,649 0.14 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 1” January 22, 2015, October 1, 2015, 1. 1 not January 22, 2018. The line of credit agreement has been amended from time to time and when it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned GH notes and Golisano LLC notes; on February 6, 2018, 500,000 $0.76 2” 500,000 2. 2 February 6, 2019. On April 22, 2019 6, 500,000 $0.76 3” 500,000 3. 3, April 22, 2021. 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 JL Properties, Inc. Warrants In April 2015, $1,000 April 30, 2015, two The first 465,880 $0.01, April 30, 2020. December 31, 2019 not $19,250. two On December 31, 2019, not The second 86,962 $1.00, April 30, 2020. second We have granted JL Properties certain registration rights, commencing October 1, 2015, two two 13 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 not November 13, 2019. 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 $1.00. March 8, 2017 ( 6 13 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 $1.00. December 31, 2016, 6,857,143 December 31, 2019, 2,043,495 GH Warrants In connection with the July 2018 2,500,000 $0.01 "July 2018 July 2018 2,500,000 July 2018 July 2018 July 27, 2024. July 2018 $1,479, July 2018 $583 December 31, 2019. In connection with the November 2018 2,000,000 $0.01 "November 2018 November 2018 2,000,000 November 2018 November 2018 November 4, 2024. November 2018 $1,214 November 2018 $480 December 31, 2019. Warrants Issued into Escrow Golisano Escrow Warrants In connection with the Golisano LLC January 2016 1,136,363 $0.01 “January 2016 January 2016 not January 28, 2019 ( October 22, 2021 – 6 1,136,363 January 2016 January 2016 February 28, 2022. January 2016 In connection with the Golisano LLC March 2016 3,181,816 $0.01 “March 2016 March 2016 not March 21, 2019 ( October 22, 2021 – 6 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 July 21, 2019 ( October 22, 2021 – 6 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, ( October 22, 2021 – 6 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 ( October 22, 2021 – 6 March 2017 1,484,847 March 2017 March 2017 March 14, 2023. March 2017 In connection with the Golisano LLC February 2018 1,818,182 $0.01 2018 2018 not February 2018 February 6, 2021, ( October 22, 2021 – 6 1,818,182 2018 February 2018 February 6, 2024. 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 2016 1,136,363 $0.01 “January 2016 January 2016 not January 2016 January 28, 2019 ( October 22, 2021 – 6 January 2016 1,136,363 January 2016 January 2016 February 28, 2022. January 2016 In connection with a March 2016 3,181,816 $0.01 “March 2016 March 2016 not March 2016 March 21, 2019 ( October 22, 2021 – 6 March 2016 3,181,816 March 2016 March 2016 March 21, 2022. March 2016 In connection with the December 2016 1,136,363 $0.01 “December 2016 December 2016 not December 2016 December 30, 2019 ( October 22, 2021 – 6 December 2016 1,136,363 December 2016 December 2016 December 30, 2022. December 2016 In connection with the August 2017 1,363,636 $0.01 “August 2017 August 2017 not August 2017 August 29, 2020 ( October 22, 2021 – 6 August 2017 1,363,636 August 2017 August 2017 August 30, 2023. August 2017 In connection with the February 2018 1,818,182 $0.01 "February 2018 February 2018 not February 6, 2021, ( October 22, 2021 – 6 1,818,182 February 2018 February 2018 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. April 5, 2016 March 21, 2019. Little Harbor Escrow Warrant The Little Harbor Delayed Draw Note provides that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 $0.01 July 2016 July 2016 not January 28, 2019 ( October 22, 2021 – 6 2,168,178 July 16 July 2016 July 21, 2022. July 2016 July 2016 July 2016 |
Note 8 - Derivative Liabilities
Note 8 - Derivative Liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | NOTE 8 We have recorded the estimated fair value of the warrants as of the date of issuance. Due to the variable terms of the warrant agreements, the warrants are recorded as derivative liabilities with a corresponding charge to our consolidated statements of operations for changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date. As of December 31, 2019, $35 $4,359 December 31, 2018. December 31, 2017: Derivative liabilities at January 1, 2018 $ 6,791 Gain on change in fair value of derivative liabilities (2,432 ) Derivative liabilities as of December 31, 2018 4,359 Reclassification of derivative liabilities (628 ) Gain on change in fair value of derivative liabilities (3,696 ) Derivative liabilities as of December 31, 2019 $ 35 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 | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 Preferred Stock The Company has authorized 500,000,000 $0.001 No Twinlab Consolidation Corporation 2013 Stock Incentive Plan 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. 2018, 1,202,095 December 31, 2019, 7,194,412 Common Stock Repurchase On January 5, 2017, 642,366 $1. Stock Subscription Receivable At December 31, 2019, August 1, 2014 1,528,384 $30 5%. |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 10 Income tax (provision) benefit consisted of the following for the years ended December 31, 2019 2018 December 31, December 31, 2019 2018 Current: State $ (79 ) $ (29 ) Total current expense (79 ) (29 ) Deferred: Federal 8,981 3,641 State 4,378 2,264 Change in valuation allowance (13,359 ) (5,905 ) Total deferred expense - - Total income tax provision $ (79 ) $ (29 ) The income tax benefit (provision) differs from the amount computed at federal statutory rates for the years ended December 31, 2019 2018 Effective rate reconciliation Computed Federal income tax benefit (expense) at the statutory rate $ 9,329 $ 4,280 Interest expense (151 ) (264 ) Equity-based expenses 751 383 State income taxes, net of federal benefit 3,141 1,363 Valuation allowance (13,359 ) (5,905 ) Tax Rate change (20 ) 159 Other 230 (45 ) Income tax provision $ (79 ) $ (29 ) Deferred tax assets (liabilities) are comprised of the following at December 31, 2019 2018: Deferred tax assets/(liabilities) Deferred tax assets: Net operating loss carryforwards $ 58,301 $ 53,167 Accruals and reserves 6,425 4,011 Depreciation and amortization 5,482 1,383 Indefinite-lived intangibles 2,226 271 Deferred revenue - 418 Other 2,359 2,184 Total deferred tax assets 74,793 61,434 Less valuation allowance (74,793 ) (61,434 ) Net deferred tax assets $ - $ - 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, 2019 2018, not December 31, 2019 2018, $13,359 $5,905, We had federal net operating loss carryforwards of approximately $237,000 $170,000 December 31, 2019, 2022 2038. We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not not December 31, 2019 2018, no The Company is subject to audit by the IRS and various states for tax years dating back to 2014. No |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | N OTE 11 Litigation From time to time the Company 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. $1,299 $1,778 December 31, 2019 2018, The future minimum lease payments in the aggregate are as follows: Operating Years Ending December 31, Leases 2020 $ 1,280 2021 1,144 2022 1,052 2023 1,079 2024 1,108 Thereafter 2,394 $ 8,057 St. Petersburg Office Lease Agreement On April 7, 2015, twelve May 1, 2015 April 30, 2027. We initially leased the fifth sixth February 1, 2016 October 31, 2016, not $50,000 thirty On November 30, 2016, 6th 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 April 30, 2015, 13 On November 30, 2016, 5th February 1, 2017 June 30, 2022. July 1, 2022 April 29, 2027. $2,005 $2,133 $100 On July 12, 2019, 6th December 1, 2019 May 30, 2027. $3,030 Employee Agreements We have entered into employment agreements with certain members of management. The terms of each agreement are different. However, one Platinum Advisory Services LLC Agreement On December 27, 2017, $3,000 On June 6, 2018, 4,166,667 December 27, 2017, |
Note 12 - Related Party Transac
Note 12 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 12 See Note 6 7. We had sales of $8,900 $5,161 2019 2018, |
Note 13 - Subsequent Events
Note 13 - Subsequent Events | 12 Months Ended |
Dec. 31, 2019 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 13 COVID- 19 The Company is closely monitoring the impact of the COVID- 19 not December 31, 2019 19 19 Sale of Property On March 6, 2020, Debt Agreements February 2020 Pursuant to a February 2020 “February 2020 $2,500. February 2020 8%, October 22, 2021. February 2020 Pursuant to a February 2020 February 2020 $2,500. February 2020 8%, October 22, 2021. May 2020 On May 7, 2020, $1,674 March 27, 2020 ( May 5, 2020 ( two 1.0% December 1, 2020. may 20% 2014 On March 18, 2020 $2,350 JL Properties, Inc. Warrants On April 30, 2020 April 30, 2021 $25 The first 465,880 2016 9 2016 10 second 86,962 2015 14 April 30, 2021 April 30, 2021. Golisano LLC Warrants (formerly JL Warrants) The remaining 1,141,405 January 22, 2015 2015 5, 2015 6, 2015 7 2015 8 February 13, 2020. The 434,809 February 4, 2015 2015 10, 2015 11, 2015 20, 2015 21 2015 23 February 13, 2020. Change of Officers Appointment of Chief Executive Officer On January 13, 2020, Mr. DiPofi, age 58, July 1, 2019. 1994 1998, 2003, 2012. 2012 2019. 20 The Company has not $150,000 There are no no not 404 1933, Appointment of Chief Financial Officer On January 13, 2020, Mr. Casey, age 36, April 2019 October 8, 2019. December 2015 November 2018, March 2014 December 2015. The Company has not $225,000, $25,000 may There are no no not 404 1933, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
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 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 and REAAL 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 services 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 [Policy Text Block] | Revenue Recognition Revenue from product and service sales and the related cost of sales are recognized when the performance obligations are satisfied. The performance obligations are typically satisfied upon shipment of physical goods or as the services are performed over time. In addition to the satisfaction of the performance obligations, the following conditions are required for revenue recognition: an arrangement exists, there is a fixed price, and collectability is reasonably assured. Discounts, returns and allowances related to sales, including an estimated reserve for the returns and allowances, are recorded as reduction of revenue. Shipping and handling activities fees are not Contract Liabilities Our contract liabilities consist of customer deposits and contractual guaranteed returns. Net contract liabilities are recorded in accrued expenses and other current liabilities and consisted of the following: December 31, 2019 December 31, 2018 Contract Liabilities - Customer Deposits $ 2,071 $ 1,950 Contract Liabilities - Guaranteed Returns 56 383 Disaggregation of Revenue Revenue is disaggregated from contracts with customers by goods or services as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. December 31, 2019 December 31, 2018 Product Sales $ 72,993 $ 72,867 Fulfillment Services 467 424 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three Level 1 Level 2 1 Level 3 no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of December 31, 2019 2018: Total Level 1 Level 2 Level 3 December 31, 2019: Derivative liabilities $ 35 $ - $ - $ 35 December 31, 2018: Derivative liabilities $ 4,359 $ - $ - $ 4,359 |
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, 2019, $5,884, $5,107 December 31, 2018, $2,651, $1,954 |
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, 2019 2018 $1,400 $4,346, $2,946 $0 December 31, 2019 2018, 5 |
Shipping and Handling Costs [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 $3,259 $3,244 2019 2018, |
Advertising Cost [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 $839 $4,983 2019 2018, |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are expensed as incurred and totaled $35 $436 2019 2018, |
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 recognized 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 using 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 October 2019 $1,144 $180 2019 $241 2018. December 31, 2019 2018, $0 $1,324, |
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 Years Ended 2019 2018 Numerator: Net loss $ (44,501 ) $ (20,409 ) Effect of dilutive securities on net loss: Common stock warrants (3,696 ) (2,432 ) Total net loss for purpose of calculating diluted net loss per common share $ (48,197 ) $ (22,841 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 255,643,828 254,325,294 Weighted-average effect of dilutive securities: Common stock warrants 9,849,661 12,358,794 Total shares for purpose of calculating diluted net loss per common share 265,493,489 266,684,088 Net loss per common share: Basic $ (0.17 ) $ (0.08 ) Diluted $ (0.18 ) $ (0.09 ) |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. At December 31, 2019, not not no not Sales to our top three 32% 26% 2019 2018, one 11% 12% 2019 2018. 33% 22% December 31, 2019 2018, 38% 14% December 31, 2019 2018, two 28% 42% December 31, 2019 2018, third 10%. |
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, January 1, 2020. In May 2014, 2014 09, 606 January 1, 2019 not $383 $56 January 1, 2019 December 31, 2019,respectively. 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 Operations_2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | December 31, 2019 December 31, 2018 Contract Liabilities - Customer Deposits $ 2,071 $ 1,950 Contract Liabilities - Guaranteed Returns 56 383 |
Disaggregation of Revenue [Table Text Block] | December 31, 2019 December 31, 2018 Product Sales $ 72,993 $ 72,867 Fulfillment Services 467 424 |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Total Level 1 Level 2 Level 3 December 31, 2019: Derivative liabilities $ 35 $ - $ - $ 35 December 31, 2018: Derivative liabilities $ 4,359 $ - $ - $ 4,359 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Years Ended 2019 2018 Numerator: Net loss $ (44,501 ) $ (20,409 ) Effect of dilutive securities on net loss: Common stock warrants (3,696 ) (2,432 ) Total net loss for purpose of calculating diluted net loss per common share $ (48,197 ) $ (22,841 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 255,643,828 254,325,294 Weighted-average effect of dilutive securities: Common stock warrants 9,849,661 12,358,794 Total shares for purpose of calculating diluted net loss per common share 265,493,489 266,684,088 Net loss per common share: Basic $ (0.17 ) $ (0.08 ) Diluted $ (0.18 ) $ (0.09 ) |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, 2019 December 31, 2018 Raw materials $ - $ 4,346 Finished goods 7,816 5,997 7,816 10,343 Reserve for obsolete inventory (1,247 ) (2,398 ) $ 6,569 $ 7,945 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, 2019 December 31, 2018 Machinery and equipment $ 36 $ 1,367 Computers and other 88 7,540 Aquifer - 482 Leasehold improvements - 1,553 124 10,942 Accumulated depreciation and amortization (52 ) (9,825 ) $ 72 $ 1,117 |
Note 5 - Intangible Assets an_2
Note 5 - Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, 2019 December 31, 2018 Trademarks $ 6,880 $ 8,915 Indefinite-lived intangible assets 1,400 4,346 Customer relationships 8,663 19,110 Other 753 753 17,696 33,124 Accumulated amortization (13,333 ) (11,816 ) $ 4,363 $ 21,308 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years Ending December 31, 2020 $ 1,111 2021 377 2022 377 2023 377 2024 377 Thereafter 344 $ 2,963 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, December 31, 2019 2018 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 2,000 July 2018 note payable to Great Harbor Capital, LLC, net of discount of $563 and $1,056 at December 31, 2019 and December 31, 2018 respectively 4,437 3,944 November 2018 note payable to Great Harbor Capital, LLC,net of discount of $354 and $1,088 at December 31, 2019 and December 31, 2018 respectively 3,646 2,912 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 2,000 November 2014 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 $271 and $678 as of December 31, 2019 and December 31 2018, respectively 7,729 7,322 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$457 and $915 as of December 31, 2019 and December 31 2018, respectively 4,543 4,085 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 theaggregate of $25 and $60 as of December 31, 2019 and December 31 2018, respectively 1,975 1,940 Macatawa Bank 15,000 15,000 Total related party debt 84,404 82,277 Senior Credit Facility with Midcap 4,413 - Other Debt: April 2016 note payable to JL-Utah Sub, LLC - 62 Huntington Holdings, LLC 2,310 3,200 Total other debt 2,310 3,262 Total debt 91,127 85,539 Less current portion (91,127 ) (70,539 ) Long-term debt $ - $ 15,000 |
Note 7 - Warrants and Registr_2
Note 7 - Warrants and Registration Rights Agreements (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Shares Weighted Average Underlying Exercise Warrants Price Outstanding, December 31, 2017 15,855,017 $ 0.18 Granted 5,000,000 0.09 Canceled / Expired (714,286 ) 0.53 Exercised - - Outstanding, December 31, 2018 20,140,731 0.15 Granted 500,000 0.76 Canceled / Expired (8,829,082 ) 0.14 Exercised - - Outstanding, December 31, 2019 11,811,649 0.14 |
Note 8 - Derivative Liabiliti_2
Note 8 - Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Derivative liabilities at January 1, 2018 $ 6,791 Gain on change in fair value of derivative liabilities (2,432 ) Derivative liabilities as of December 31, 2018 4,359 Reclassification of derivative liabilities (628 ) Gain on change in fair value of derivative liabilities (3,696 ) Derivative liabilities as of December 31, 2019 $ 35 |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, December 31, 2019 2018 Current: State $ (79 ) $ (29 ) Total current expense (79 ) (29 ) Deferred: Federal 8,981 3,641 State 4,378 2,264 Change in valuation allowance (13,359 ) (5,905 ) Total deferred expense - - Total income tax provision $ (79 ) $ (29 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Effective rate reconciliation Computed Federal income tax benefit (expense) at the statutory rate $ 9,329 $ 4,280 Interest expense (151 ) (264 ) Equity-based expenses 751 383 State income taxes, net of federal benefit 3,141 1,363 Valuation allowance (13,359 ) (5,905 ) Tax Rate change (20 ) 159 Other 230 (45 ) Income tax provision $ (79 ) $ (29 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Deferred tax assets/(liabilities) Deferred tax assets: Net operating loss carryforwards $ 58,301 $ 53,167 Accruals and reserves 6,425 4,011 Depreciation and amortization 5,482 1,383 Indefinite-lived intangibles 2,226 271 Deferred revenue - 418 Other 2,359 2,184 Total deferred tax assets 74,793 61,434 Less valuation allowance (74,793 ) (61,434 ) Net deferred tax assets $ - $ - |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Notes Tables | |
Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases [Table Text Block] | <table border="0" cellpadding="0" cellspacing="0" style="margin-right: 20%; margin-left: 72pt; font-size: 10pt; font-family: "Times New Roman", Times, serif; text-indent: 0px; min-; min-width: 700px;"> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">Operating</div></div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; width: 81%; border-bottom: thin solid rgb(0, 0, 0);"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="display: inline; font-weight: bold;">Years Ending December 31,</div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">Leases</div></div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 1px;"> </td> </tr> <tr style="vertical-align: bottom;"> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2020</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;">$</td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,280</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2021</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,144</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2022</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,052</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2023</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,079</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2024</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,108</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">Thereafter</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font: inherit;">2,394</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 1px; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);">$</td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font: inherit;">8,057</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 3px; margin-left: 0pt;"> </td> </tr> </table></div>" id="sjs-B4"><div style="display: inline; font-family: times new roman; font-size: 10pt"><table border="0" cellpadding="0" cellspacing="0" style="margin-right: 20%; margin-left: 72pt; font-size: 10pt; font-family: "Times New Roman", Times, serif; text-indent: 0px; min-; min-width: 700px;"> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">Operating</div></div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> </tr> <tr style="vertical-align: bottom;"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; width: 81%; border-bottom: thin solid rgb(0, 0, 0);"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;"><div style="display: inline; font-weight: bold;">Years Ending December 31,</div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td colspan="2" style="text-align: center; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"> <div style=" font-family:'Times New Roman', Times, serif;font-size:10pt;margin:0pt;text-align:center;"><div style="display: inline; font-weight: bold;"><div style="display: inline; font-weight: bold;">Leases</div></div></div> </td> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 1px;"> </td> </tr> <tr style="vertical-align: bottom;"> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2020</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;">$</td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,280</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2021</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,144</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2022</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,052</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2023</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,079</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">2024</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"><div style="display: inline; font-style: italic; font: inherit;">1,108</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> <div style=" font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-top: 0pt; margin-bottom: 0pt;">Thereafter</div> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; border-bottom: 1px solid rgb(0, 0, 0);"> </td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 1px solid rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font: inherit;">2,394</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 1px; margin-left: 0pt;"> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(204, 238, 255);"> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> </tr> <tr style="vertical-align: bottom; background-color: rgb(255, 255, 255);"> <td style="font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt;"> </td> <td style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);">$</td> <td style="width: 16%; text-align: right; font-family: "Times New Roman", Times, serif; font-size: 10pt; margin-left: 0pt; border-bottom: 3px double rgb(0, 0, 0);"><div style="display: inline; font-style: italic; font: inherit;">8,057</div></td> <td nowrap="nowrap" style="width: 1%; font-family: "Times New Roman", Times, serif; font-size: 10pt; padding-bottom: 3px; margin-left: 0pt;"> </td> </tr> </table></div> |
Note 1 - Nature of Operations_3
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Jan. 01, 2019USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 5,884 | $ 2,651 | ||
Allowance for Accounts Receivable, Current, Doubtful Accounts | 5,107 | 1,954 | ||
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance | 1,400 | 4,346 | ||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 2,946 | 0 | ||
Cost of Goods and Services Sold, Total | 62,275 | 60,204 | ||
Research and Development Expense, Total | $ 35 | 436 | ||
Lessor, Operating Lease, Term of Contract (Year) | 15 years | |||
Gain (Loss) on Disposition of Assets, Total | $ 1,144 | $ (867) | 861 | |
Amortization of Deferred Gain on Sale of Assets | 180 | 241 | ||
Deferred Gain on Sale of Property | 0 | 1,324 | ||
Contract with Customer, Refund Liability, Current | 56 | $ 383 | ||
Accounting Standards Update 2014-09 [Member] | ||||
Contract with Customer, Refund Liability, Current | $ 56 | $ 383 | ||
Revenue Benchmark [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | ||||
Number of Major Customers | 3 | 3 | ||
Concentration Risk, Percentage | 32.00% | 26.00% | ||
Revenue Benchmark [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk, Percentage | 11.00% | 12.00% | ||
Accounts Receivable [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk, Percentage | 33.00% | 22.00% | ||
Accounts Receivable [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | ||||
Concentration Risk, Percentage | 38.00% | 14.00% | ||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||||
Number of Major Customers | 2 | 2 | ||
Concentration Risk, Percentage | 28.00% | 42.00% | ||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor 3 [Member] | ||||
Concentration Risk, Percentage | 10.00% | |||
Selling, General and Administrative Expenses [Member] | ||||
Advertising Expense | $ 839 | $ 4,983 | ||
Shipping and Handling [Member] | ||||
Cost of Goods and Services Sold, Total | $ 3,259 | $ 3,244 | ||
Minimum [Member] | Trademarks and Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | |||
Maximum [Member] | Trademarks and Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 30 years | |||
Machinery and Equipment [Member] | Minimum [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 7 years | |||
Machinery and Equipment [Member] | Maximum [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 10 years | |||
Furniture and Fixtures [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 8 years | |||
Computer Equipment [Member] | ||||
Property, Plant and Equipment, Useful Life (Year) | 3 years |
Note 1 - Nature of Operations_4
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Contract Liabilities - Customer Deposits | $ 2,071 | $ 1,950 |
Contract Liabilities - Guaranteed Returns | $ 56 | $ 383 |
Note 1 - Nature of Operations_5
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Product [Member] | ||
Product Sales | $ 72,993 | $ 72,867 |
Service [Member] | ||
Product Sales | $ 467 | $ 424 |
Note 1 - Nature of Operations_6
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, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative liabilities | $ 35 | $ 4,359 | $ 6,791 |
Fair Value, Recurring [Member] | |||
Derivative liabilities | 35 | 4,359 | |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Derivative liabilities | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivative liabilities | |||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivative liabilities | $ 35 | $ 4,359 |
Note 1 - Nature of Operations_7
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, 2019 | Dec. 31, 2018 | |
Net loss | $ (44,501) | $ (20,409) |
Common stock warrants | (3,696) | (2,432) |
Total net loss for purpose of calculating diluted net loss per common share | $ (48,197) | $ (22,841) |
Weighted average number of common shares outstanding - basic (in shares) | 255,643,828 | 254,325,291 |
Common stock warrants (in shares) | 9,849,661 | 12,358,794 |
Total shares for purpose of calculating diluted net loss per common share (in shares) | 265,493,489 | 266,684,088 |
Basic (in dollars per share) | $ (0.17) | $ (0.08) |
Diluted (in dollars per share) | $ (0.18) | $ (0.09) |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (318,873) | $ (274,372) |
Working Capital Deficiency | 101,847 | |
Long-term Debt, Current Maturities, Total | $ 91,127 | $ 70,539 |
Note 3 - Inventories - Summary
Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Raw materials | $ 4,346 | |
Finished goods | 7,816 | 5,997 |
Inventory, Gross, Total | 7,816 | 10,343 |
Reserve for obsolete inventory | (1,247) | (2,398) |
Inventory, Net, Total | $ 6,569 | $ 7,945 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation, Total | $ 196 | $ 820 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Property and equipment | $ 124 | $ 10,942 |
Accumulated depreciation and amortization | (52) | (9,825) |
Property, Plant and Equipment, Net, Ending Balance | 72 | 1,117 |
Machinery and Equipment [Member] | ||
Property and equipment | 36 | 1,367 |
Computers and Other [Member] | ||
Property and equipment | 88 | 7,540 |
Aquifer [Member] | ||
Property and equipment | 482 | |
Leasehold Improvements [Member] | ||
Property and equipment | $ 1,553 |
Note 5 - Intangible Assets an_3
Note 5 - Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Amortization of Intangible Assets, Total | $ 1,517 | $ 1,755 | |
Goodwill and Intangible Asset Impairment, Total | $ 24,407 | 24,407 | $ 0 |
Impairment of Intangible Assets, Finite-lived | 15,428 | 15,428 | |
Organic Holdings, LLC [Member] | |||
Goodwill, Impairment Loss | $ 8,979 | $ 8,979 | |
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | ||
Minimum [Member] | Trademarks [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | ||
Minimum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | ||
Maximum [Member] | Trademarks [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 30 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 16 years |
Note 5 - Intangible Assets an_4
Note 5 - Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Indefinite-lived intangible assets | $ 1,400 | $ 4,346 |
Intangible Assets, Gross (Excluding Goodwill), Total | 17,696 | 33,124 |
Accumulated amortization | (13,333) | (11,816) |
Intangible Assets, Net (Excluding Goodwill), Total | 4,363 | 21,308 |
Trademarks [Member] | ||
Intangible assets | 6,880 | 8,915 |
Customer Relationships [Member] | ||
Intangible assets | 8,663 | 19,110 |
Other Intangible Assets [Member] | ||
Intangible assets | $ 753 | $ 753 |
Note 5 - Intangible Assets an_5
Note 5 - Intangible Assets and Goodwill - Estimated Amortization Expense (Details) $ in Thousands | Dec. 31, 2019USD ($) |
2020 | $ 1,111 |
2021 | 377 |
2022 | 377 |
2023 | 377 |
2024 | 377 |
Thereafter | 344 |
Finite-Lived Intangible Assets, Net, Ending Balance | $ 2,963 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 02, 2019 | Apr. 22, 2019 | Jan. 22, 2019 | Dec. 04, 2018 | Nov. 05, 2018 | Jul. 27, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 14, 2017 | Dec. 31, 2016 | Sep. 02, 2016 | Jul. 21, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Jan. 22, 2015 | Nov. 13, 2014 | Jul. 31, 2014 | Jun. 02, 2017 | Dec. 31, 2019 | Dec. 31, 2016 | Jun. 07, 2019 | Jan. 28, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Aug. 15, 2017 | Jul. 25, 2017 | Mar. 08, 2017 | Aug. 06, 2016 | Feb. 06, 2015 | Feb. 04, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 11,811,649 | 20,140,731 | 15,855,017 | |||||||||||||||||||||||||||
Loss on Stock Purchase Guarantees | $ 3,210 | |||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Return (in shares) | 778,385 | |||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued (in shares) | 1,528,384 | |||||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Term (Year) | 3 years | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 22, 2021 | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 7.00% | |||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000 | $ 5,000 | $ 17,000 | $ 15,000 | ||||||||||||||||||||||||||
Line of Credit Facility, Potential Maximum Borrowing Capacity | $ 20,000 | |||||||||||||||||||||||||||||
Percentage of Unused Line Fee Per Month | 0.50% | |||||||||||||||||||||||||||||
Percentage of Management Fee Per Month | 1.20% | |||||||||||||||||||||||||||||
Line of Credit Facility, Expiration Period (Year) | 2 years | |||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 540 | |||||||||||||||||||||||||||||
Long-term Line of Credit, Total | 4,413 | |||||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |||||||||||||||||||||||||||||
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||||||||||||||||||||||||||||||
Long-term Debt, Total | 3,000 | $ 3,000 | ||||||||||||||||||||||||||||
Minimum Liquidity | $ 1,000 | |||||||||||||||||||||||||||||
Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | |||||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 8.00% | 12.00% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | |||||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | $ 8,000 | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,329,400 | 4,960,740 | 434,809 | |||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015[Member] | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 869,618 | |||||||||||||||||||||||||||||
Huntington Holdings, LLC [Member] | ||||||||||||||||||||||||||||||
Long-term Debt, Total | $ 2,310 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,210 | |||||||||||||||||||||||||||||
Common Stock Subscription Price Per Share (in dollars per share) | $ 2.29 | |||||||||||||||||||||||||||||
Stock Price Guarantee Payment | $ 3,210 | |||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Return (in shares) | 778,385 | |||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued (in shares) | 749,999 | |||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares Price | $ 140 | |||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares (in shares) | 764,192 | |||||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,043,495 | |||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor, LLC [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||||
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% | 8.50% | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | $ 3,000 | $ 2,500 | $ 7,000 | $ 2,500 | $ 2,500 | ||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292 | $ 104 | ||||||||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Oct. 22, 2021 | Oct. 22, 2021 | ||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 4,900 | |||||||||||||||||||||||||||||
Debt Instrument, Term (Year) | 3 years | |||||||||||||||||||||||||||||
Debt Instrument, Obligation Termination, Stock Price Trigger (in shares) | 5.06 | |||||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,267 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||
Proceeds from Related Party Debt | 4,770 | |||||||||||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Little Harbor, LLC [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | |||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 4,770 | |||||||||||||||||||||||||||||
Great Harbour Note 4 [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,000 | |||||||||||||||||||||||||||||
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, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,267 | $ 2,500 | $ 7,000 | $ 2,500 | $ 2,500 | |||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,200 | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | |||||||||||||||||||||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total | $ 50 | |||||||||||||||||||||||||||||
Secured Debt [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 10.00% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | |||||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2020 | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 15,000 | |||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.76% | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate After Maturity of Event of Default Spread | 3.00% | |||||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.50% |
Note 6 - Debt - Summary of Debt
Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Other debt | $ 91,127 | $ 85,539 |
Total debt | 91,127 | 85,539 |
Less current portion | (91,127) | (70,539) |
Long-term debt | 15,000 | |
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 | 2,000 |
Related Party July 2018 Note Payable To Great Harbor LLC [Member] | ||
Long-term debt, net | 4,437 | 3,944 |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||
Long-term debt, net | 3,646 | 2,912 |
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 | 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 | 7,729 | 7,322 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Long-term debt, net | 4,543 | 4,085 |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 1,975 | 1,940 |
Term Loan [Member] | ||
Long-term debt, net | 15,000 | 15,000 |
Related Party Debt [Member] | ||
Long-term debt, net | 84,404 | 82,277 |
Senior Credit Facility With Midcap [Member] | ||
Long-term debt, net | 4,413 | |
April 2016 Note Payable To JL-Utah Sub, LLC [Member] | ||
Long-term debt, net | 62 | |
Unsecured Promissory Note with Huntington Holdings, LLC [Member] | ||
Long-term debt, net | 2,310 | 3,200 |
Debt Other Than Related Party Debt and Credit Facility [Member] | ||
Other debt | 2,310 | 3,262 |
Total debt | $ 2,310 | $ 3,262 |
Note 6 - Debt - Summary of De_2
Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 05, 2018 |
Related Party July 2018 Note Payable To Great Harbor LLC [Member] | |||
Debt instrument, unamortized discount | $ 563 | $ 1,056 | |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | |||
Debt instrument, unamortized discount | 354 | 1,088 | $ 1,214 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | |||
Debt instrument, unamortized discount | 271 | 678 | |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | |||
Debt instrument, unamortized discount | 457 | 915 | |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | |||
Debt instrument, unamortized discount | $ 25 | $ 60 |
Note 7 - Warrants and Registr_3
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2016 | Nov. 13, 2014 | Apr. 30, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2016 | Apr. 22, 2019 | Nov. 05, 2018 | Jul. 31, 2018 | Feb. 28, 2018 | Feb. 06, 2018 | Dec. 31, 2017 | Aug. 30, 2017 | Mar. 31, 2017 | Jul. 31, 2016 | Apr. 05, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Oct. 31, 2015 | Jun. 30, 2015 | Feb. 04, 2015 | Jan. 22, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 11,811,649 | 20,140,731 | 15,855,017 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.14 | $ 0.15 | $ 0.18 | |||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | ||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 2,127 | $ 2,557 | ||||||||||||||||||||
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 354 | $ 1,088 | $ 1,214 | |||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 480 | |||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,043,495 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.001 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 12,697,977 | |||||||||||||||||||||
Proceeds from Warrant Exercises | $ 1 | |||||||||||||||||||||
Number of Warrants Expired (in shares) | 509,141 | |||||||||||||||||||||
Number of Warrants Cancelled (in shares) | 6,857,143 | |||||||||||||||||||||
July 2018 GH Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,500,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,500,000 | |||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,479 | |||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 583 | |||||||||||||||||||||
November 2018 Great Harbor Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,000,000 | 1,818,182 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 2,000,000 | 1,818,182 | ||||||||||||||||||||
January 2016 Golisano Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,136,363 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,136,363 | |||||||||||||||||||||
March 2016 Golisano Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 3,181,816 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 3,181,816 | |||||||||||||||||||||
Little Harbor July 2016 Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,168,178 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,168,178 | |||||||||||||||||||||
Golisano LLC December 2016 Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,136,363 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,136,363 | |||||||||||||||||||||
Golisano LLC March 2017 Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,484,847 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,484,847 | |||||||||||||||||||||
Golisano Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,818,182 | 2,168,178 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,818,182 | 2,168,178 | ||||||||||||||||||||
January 2016 GH Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,136,363 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,136,363 | |||||||||||||||||||||
March 2016 GH Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 3,181,816 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 3,181,816 | |||||||||||||||||||||
December 2016 GH Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,136,363 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,136,363 | |||||||||||||||||||||
August 2017 GH Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,363,636 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,363,636 | |||||||||||||||||||||
JL Warrants [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 227,273 | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 227,273 | |||||||||||||||||||||
Midcap Funding X Trust [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | 500,000 | 500,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.76 | $ 0.76 | $ 0.76 | |||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 500,000 | 500,000 | ||||||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,960,740 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 8,000 | |||||||||||||||||||||
Class of Warrants or Rights, Subject to Repurchase (in shares) | 4,960,740 | |||||||||||||||||||||
Class of Warrant or Right, Minimum Repurchase Price, Under Agreement | $ 3,750 | |||||||||||||||||||||
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 (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Class of Warrant or Right, Cancelled, Number of Securities Called by Warrants or Rights (in shares) | 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 (in shares) | 869,618 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 | |||||||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | 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 (in shares) | 403,509 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 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 (in shares) | 2,329,400 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 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 (in shares) | 434,809 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 | |||||||||||||||||||||
JL Properties, Inc. [Member] | ||||||||||||||||||||||
Deposits Assets | $ 1,000 | |||||||||||||||||||||
JL Properties, Inc. [Member] | First Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 465,880 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||
Adjustments on Warrants Trigger Event, Minimum Adjusted EBITDA | $ 19,250 | |||||||||||||||||||||
JL Properties, Inc. [Member] | Second Warrant [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 86,962 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 |
Note 7 - Warrants and Registr_4
Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Outstanding, beginning balance (in shares) | 20,140,731 | 15,855,017 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.15 | $ 0.18 |
Granted (in shares) | 500,000 | 5,000,000 |
Granted, weighted average exercise price (in dollars per share) | $ 0.76 | $ 0.09 |
Canceled / Expired (in shares) | (8,829,082) | (714,286) |
Canceled / expired, weighted average exercise price (in dollars per share) | $ 0.14 | $ 0.53 |
Exercised (in shares) | ||
Exercised, weighted average exercise price (in dollars per share) | ||
Outstanding, ending balance (in shares) | 11,811,649 | 20,140,731 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.14 | $ 0.15 |
Note 8 - Derivative Liabiliti_3
Note 8 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Derivative Liability, Total | $ 35 | $ 4,359 | $ 6,791 |
Note 8 - Derivative Liabiliti_4
Note 8 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Derivative liabilities | $ 4,359 | $ 6,791 |
Gain on change in fair value of derivative liabilities | (3,696) | (2,432) |
Reclassification of derivative liabilities | (628) | |
Derivative liabilities | $ 35 | $ 4,359 |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 05, 2017 | Dec. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Shares Authorized (in shares) | 500,000,000 | 500,000,000 | |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 | |
Preferred Stock, Shares Issued, Total (in shares) | 0 | 0 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 1,202,095 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 7,194,412 | ||
Stock Issued During Period Shares Warrants Exercised (in shares) | 642,366 | ||
Stock Issued During Period Value Warrants Exercised | $ 1 | ||
Common Stock, Shares Subscribed but Unissued (in shares) | 1,528,384 | ||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30 | $ 30 | |
Subscription Receivable Annual Interest Rate | 5.00% | ||
TCC Plan [Member] | |||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 20,000,000 | ||
TCC Plan [Member] | Restricted Stock Units (RSUs) [Member] | Vest Annually [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, 2019 | Dec. 31, 2018 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 13,359 | $ 5,905 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards, Total | 237,000 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Open Tax Year | 2014 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards, Total | $ 170,000 |
Note 10 - Income Taxes - Compon
Note 10 - Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Current: | ||
State | $ (79) | $ (29) |
Total current expense | (79) | (29) |
Deferred: | ||
Federal | 8,981 | 3,641 |
State | 4,378 | 2,264 |
Change in valuation allowance | (13,359) | (5,905) |
Total deferred expense | ||
Total income tax provision | $ (79) | $ (29) |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Computed Federal income tax benefit (expense) at the statutory rate | $ 9,329 | $ 4,280 |
Interest expense | (151) | (264) |
Equity-based expenses | 751 | 383 |
State income taxes, net of federal benefit | 3,141 | 1,363 |
Valuation allowance | (13,359) | (5,905) |
Tax Rate change | (20) | 159 |
Other | 230 | (45) |
Income tax provision | $ (79) | $ (29) |
Note 10 - Income Taxes - Deferr
Note 10 - Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2019 | Dec. 31, 2018 |
Deferred tax assets/(liabilities) | ||
Net operating loss carryforwards | $ 58,301 | $ 53,167 |
Accruals and reserves | 6,425 | 4,011 |
Depreciation and amortization | 5,482 | 1,383 |
Indefinite-lived intangibles | 2,226 | 271 |
Deferred revenue | 418 | |
Other | 2,359 | 2,184 |
Total deferred tax assets | 74,793 | 61,434 |
Less valuation allowance | (74,793) | (61,434) |
Net deferred tax assets |
Note 11 - Commitments and Con_3
Note 11 - Commitments and Contingencies (Details Textual) - USD ($) | Jun. 06, 2018 | Dec. 27, 2017 | Apr. 07, 2015 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 12, 2019 | Nov. 30, 2016 | Jun. 01, 2015 |
Operating Leases, Rent Expense, Total | $ 1,299,000 | $ 1,778,000 | ||||||
Sublease Agreement [Member] | ||||||||
Operating Leases, Future Minimum Payments Receivable, Total | $ 3,030 | $ 2,005,000 | ||||||
Operating Leases, Future Lease Renewal | 2,133,000 | |||||||
Security Deposit on Sublease, Letter of Credit | $ 100,000 | |||||||
Platinum [Member] | ||||||||
Long-term Purchase Commitment, Amount | $ 3,000,000 | |||||||
Stock Issued During Period, Shares, New Issues (in shares) | 4,166,667 | |||||||
Florida Office Lease Agreement [Member] | ||||||||
Traded Market Capitalization | $ 50,000,000 | |||||||
Operating Leases, Rent Expense, Minimum Rentals | 4,466,000 | |||||||
Security Deposit | $ 1,000,000 | |||||||
Florida Office Lease Agreement [Member] | Maximum [Member] | ||||||||
Operating Leases, Rent Expense, Contingent Rentals | $ 4,552,000 |
Note 11 - Commitments and Con_4
Note 11 - Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Operating leases, 2020 | $ 1,280 |
Operating leases, 2021 | 1,144 |
Operating leases, 2022 | 1,052 |
Operating leases, 2023 | 1,079 |
Operating leases, 2024 | 1,108 |
Operating leases, thereafter | 2,394 |
Operating Leases, Future Minimum Payments Due, Total | $ 8,057 |
Note 12 - Related Party Trans_2
Note 12 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Revenue from Related Parties | $ 8,900 | $ 5,161 |
Note 13 - Subsequent Events (De
Note 13 - Subsequent Events (Details Textual) - USD ($) $ in Thousands | May 18, 2020 | May 07, 2020 | Feb. 13, 2020 | Jan. 13, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Apr. 30, 2020 | Feb. 29, 2020 | Jun. 07, 2019 | Dec. 31, 2017 | Aug. 15, 2017 | Mar. 14, 2017 | Mar. 08, 2017 | Dec. 31, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Apr. 30, 2015 | Feb. 06, 2015 | Feb. 04, 2015 | Jan. 22, 2015 | Nov. 13, 2014 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 11,811,649 | 20,140,731 | 15,855,017 | ||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | |||||||||||||||||||||
Huntington Holdings, LLC [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,210 | ||||||||||||||||||||
JL Properties, Inc. [Member] | First Warrant [Member] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 465,880 | ||||||||||||||||||||
JL Properties, Inc. [Member] | Second Warrant [Member] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 86,962 | ||||||||||||||||||||
Golisano Holdings LLC [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 12.00% | 12.00% | 12.00% | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 434,809 | 2,329,400 | 4,960,740 | ||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 869,618 | ||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||
Proceeds From Paycheck Protection Program Under CARES Act | $ 1,674 | ||||||||||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 150,000 | ||||||||||||||||||||
Subsequent Event [Member] | Chief Financial Officer [Member] | |||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | 225,000 | ||||||||||||||||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 25,000 | ||||||||||||||||||||
Subsequent Event [Member] | JL Properties, Inc. [Member] | First Warrant [Member] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 465,880 | ||||||||||||||||||||
Subsequent Event [Member] | JL Properties, Inc. [Member] | Second Warrant [Member] | |||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 86,962 | ||||||||||||||||||||
Subsequent Event [Member] | Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | 1,141,405 | ||||||||||||||||||||
Subsequent Event [Member] | Golisano Holdings LLC [Member] | Warrants Issued on February 4, 2015 [Member] | |||||||||||||||||||||
Number of Warrants Expired (in shares) | 434,809 | ||||||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 25 | ||||||||||||||||||||
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,200 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,267 | $ 2,500 | $ 7,000 | $ 2,500 | |||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||
Unsecured Promissory Note [Member] | Subsequent Event [Member] | Huntington Holdings, LLC [Member] | |||||||||||||||||||||
Repayments of Long-term Debt, Total | $ 2,350 | ||||||||||||||||||||
February 2020 GH Note [Member] | Unsecured Promissory Note [Member] | Great Harbor Capital, LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | ||||||||||||||||||||
Golisano LLC February 2020 Note [Member] | Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | Subsequent Event [Member] | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% |