Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | Jul. 02, 2020 | |
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 Emerging Growth Company | false | |
Entity Small Business | true | |
Entity Interactive Data Current | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 257,251,113 | |
Entity Shell Company | false | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | true | |
Amendment Description | As disclosed in Item 4.02 of Form 8-K filed with the U.S. Securities and Exchange Commission (the "SEC") on August 14, 2020, on August 12, 2020 the Chief Financial Officer of Twinlab Consolidated Holdings, Inc. (the "Company") concluded, after review and discussion with management, the Company's audit committee, and the Company's independent registered public accounting firm, that the Company's financial statements as of and for the three months ended March 31, 2020 ( the "Financial Statements") should no longer be relied upon. In connection with the preparation of the Company's unaudited condensed consolidated interim financial statements as of and for the quarter ended June 30, 2020, the Company identified an error in the accounting for the allowance for doubtful accounts in the amount of $2.8 million relating to the Company's accounts receivable from a significant customer. General Nutrition Centers ("GNC"), that resulted in the allowance for doubtful accounts being understated at March 31, 2020. Accordingly, the Company is restating herein its previously issued unaudited condensed consolidated financial statements and the related disclosures for the three months ended March 31, 2020. Amendment No. 1 on Form 10-Q/A (this "Form 10-Q/A") amends and restates certain items noted below in the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2020, as originally filed with the Securities and Exchange Commission on July 6, 2020 (the "Original Filing"). This Form 10-Q/A amends the Original Filing to reflect the correction of an error in the previously reported financial statements related to the Company's failure to properly state its allowance for doubtful accounts. Part I – Financial Information Item 1 – Financial Statements Note 1 – Nature of Operations and Summary of Significant Accounting Policies Note 2 – Restatement for Correction of an Error Note 3 – Going Concern Item 2 – Management's Discussion and Analysis of Financial Conditions and Results of Operations Item 4 – Controls and Procedures Part II – Other Information Item 6 - Exhibits See Note 2 to the Condensed Consolidated Financial Statements included in Item 1 for additional information and a reconciliation of the previously reported amounts to the restated amounts. Additionally, section references to the various notes and to the Condensed Consolidated Financial Statements have been updated, as appropriate. The Company's Chief Executive Officer and Chief Financial Officer have provided new certifications dated as of the date of this filing in connection with this Form 10-Q/A(Exhibits 31.1, 31.2, 32.1 and 32.2),and the Company has provided its revised unaudited condensed consolidated financial statements formatted in Extensible Business Reporting Language (XBRL) in Exhibit 101. Except as described above, no other changes have been made to the Original Filing. This Form 10-Q/A speaks as of the date of the Original Filing and does not reflect events that may have occurred after the date of the Original Filing or modify or update any disclosures that may have been affected by subsequent events. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 478 | $ 270 |
Accounts receivable, net | 5,213 | 6,342 |
Inventories, net | 7,230 | 6,569 |
Prepaid expenses and other current assets | 3,404 | 3,119 |
Total current assets | 16,325 | 16,300 |
Property and equipment, net | 82 | 72 |
Operating Lease, Right-of-Use Asset | 5,313 | |
Intangible assets, net | 4,085 | 4,363 |
Goodwill | 8,818 | 8,818 |
Other assets | 815 | 834 |
Total assets | 35,438 | 30,387 |
Current liabilities: | ||
Accounts payable | 4,579 | 6,313 |
Lease liabilities | 837 | |
Accrued expenses and other current liabilities | 6,787 | 6,777 |
Accrued interest | 15,402 | 13,895 |
Derivative liabilities | 1,065 | 35 |
Notes payable and current portion of long-term debt, net | 94,575 | 91,127 |
Total current liabilities | 123,245 | 118,147 |
Lease Liabilities | 5,117 | |
Total long-term liabilities | 5,117 | |
Total liabilities | 128,362 | 118,147 |
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, 391,591,284 and 390,449,879 shares issued, respectively | 392 | 390 |
Additional paid-in capital | 231,251 | 231,253 |
Stock subscriptions receivable | (30) | (30) |
Treasury stock, 134,806,051 shares at cost | (500) | (500) |
Accumulated deficit | (324,037) | (318,873) |
Total stockholders’ deficit | (92,924) | (87,760) |
Total liabilities and stockholders' deficit | $ 35,438 | $ 30,387 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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) | 391,591,284 | 390,449,879 |
Treasury stock, shares (in shares) | 134,806,051 | 134,806,051 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net sales | $ 16,429 | $ 19,971 |
Cost of sales | 11,265 | 17,715 |
Gross profit | 5,164 | 2,256 |
Operating costs and expenses: | ||
Selling expenses | 283 | 204 |
General and administrative expenses | 6,857 | 6,838 |
Loss from operations | (1,976) | (4,786) |
Other income (expense): | ||
Interest expense, net | (2,158) | (2,718) |
Loss on change in derivative liabilities | (1,030) | (1,263) |
Other expense | (17) | |
Total other income (expense) | (3,188) | (3,998) |
Loss before income taxes | (5,164) | (8,784) |
Provision for income taxes | ||
Total net loss | $ (5,164) | $ (8,784) |
Weighted average number of common shares outstanding - basic (in shares) | 256,785,233 | 255,643,828 |
Net loss per common share - basic (in dollars per share) | $ (0.02) | $ (0.03) |
Weighted average number of common shares outstanding - diluted (in shares) | 256,785,233 | 255,643,828 |
Net loss per common share - diluted (See Note 1) (in dollars per share) | $ (0.02) | $ (0.03) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - 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, 2018 | 390,449,879 | 134,806,051 | ||||
Balance at Dec. 31, 2018 | $ 390 | $ 230,625 | $ (30) | $ (500) | $ (274,372) | $ (43,887) |
Reclassification of derivative liabilities | 628 | 628 | ||||
Net loss | (8,784) | (8,784) | ||||
Balance (in shares) at Mar. 31, 2019 | 390,449,879 | 134,806,051 | ||||
Balance at Mar. 31, 2019 | $ 390 | 231,253 | (30) | $ (500) | (283,156) | (52,043) |
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) |
Reclassification of derivative liabilities | ||||||
Net loss | (5,164) | (5,164) | ||||
Shares issued upon exercise of warrants (in shares) | 1,141,405 | |||||
Shares issued upon exercise of warrants | $ 2 | (2) | ||||
Balance (in shares) at Mar. 31, 2020 | 391,591,284 | 134,806,051 | ||||
Balance at Mar. 31, 2020 | $ 392 | $ 231,251 | $ (30) | $ (500) | $ (324,037) | $ (92,924) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities: | ||
Net loss | $ (5,164) | $ (8,784) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 267 | 567 |
Amortization of right-to-use assets | 193 | |
Amortization of debt discount | 305 | 898 |
(Recovery for) provision for obsolete inventories | 180 | (978) |
Provision for losses on accounts receivable | 4,097 | 1,054 |
Loss on change in derivative liability | 1,030 | 1,263 |
Other non-cash items | 5 | (27) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (2,967) | (4,128) |
Inventories | (843) | 1,954 |
Prepaid expenses and other current assets | (285) | (193) |
Other assets | 18 | 18 |
Accounts payable | (1,734) | 1,610 |
Lease liabilities | (192) | |
Accrued expenses and other current liabilities | 2,157 | 272 |
Net cash used in operating activities | (2,933) | (6,474) |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 5,000 | |
Repayment of debt | (2,312) | (63) |
Net borrowings from revolving credit facility | 453 | 1,983 |
Net cash provided by financing activities | 3,141 | 1,920 |
Net decrease (increase) in cash | 208 | (4,554) |
Cash at the beginning of the period | 270 | 6,226 |
Cash at the end of the period | 478 | 1,672 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 139 | 30 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of derivative liabilities | $ 628 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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 condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation and Unaudited Information The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States Generally Accepted Accounting Principles (“GAAP”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not not may 10 December 31, 2019 May 29, 2020. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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: March 31, 2020 December 31, 2019 Contract Liabilities - Customer Deposits $ 3,314 $ 2,071 Contract Liabilities - Guaranteed Returns 75 56 D isaggregation 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. March 31, 2020 March 31, 2019 Product Sales $ 16,382 $ 19,745 Fulfillment Services 47 226 Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. not Operating lease ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company's lease terms may 12 not not 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 March 31, 2020 December 31, 2019: Total Level 1 Level 2 Level 3 March 31, 2020: Derivative liabilities $ 1,065 $ - $ - $ 1,065 December 31, 2019: Derivative liabilities $ 35 $ - $ - $ 35 Accounts Receivable and Allowances We grant credit to customers and generally do not March 31, 2020, $9,982 $8,452 December 31, 2019, $5,884, $5,107 12 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 Reserveage Nutrition brands, are determined to have an indefinite useful economic life and as such are not March 31, 2020 December 31, 2019 $1,400 Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company's common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management's judgment and can vary materially from period to period. Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company's common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management's judgment and can vary materially from period to period. Net Income (Loss) per Common Share Basic net income or loss per common share (“Basic EPS”) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (“Diluted EPS”) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows: Three Months Ended 2020 2019 Numerator: Net loss $ (5,164 ) $ (8,784 ) Effect of dilutive securities on net loss: Common stock warrants - - Total net loss for purpose of calculating diluted net loss per common share $ (5,164 ) $ (8,784 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 256,785,233 255,643,828 Weighted-average effect of dilutive securities: Common stock warrants - - Total shares for purpose of calculating diluted net loss per common share 256,785,233 255,643,828 Net loss per common share: Basic $ (0.02 ) $ (0.03 ) Diluted $ (0.02 ) $ (0.03 ) Significant Concentration of Credit Risk Sales to our top three 33% 38% three March 31, 2020 2019, one 17% 14% three March 31, 2020 2019, three 44% 33% March 31, 2020 December 31, 2019, 21% 38% March 31, 2020 December 31, 2019, 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 2016 02 December 15, 2018 December 15, 2019 December 15, 2020. January 1, 2020, three March 31, 2020 842. No 840, not not not Q1 FY20 $6.1 $5.5 10 In May 2014, 2014 09, 606 2014 09 five December 15, 2016; July 2015, one may not January 1, 2019, January 1, 2020. 2014 09. three March 31, 2020, not $383 $56 January 1, 2019 December 31, 2019, Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not |
Note 2 - Restatement for Correc
Note 2 - Restatement for Correction of an Error | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Accounting Changes and Error Corrections [Text Block] | NOTE 2 In connection with the preparation of the Company's unaudited condensed consolidated interim financial statements as of and for the three six June 30, 2020, $2.8 March 31, 2020. three March 31, 2020. In addition to the restatement of the financial statements, certain information within the following notes to the financial statements have been restated to reflect the correction of a misstatement discussed above as well as to add disclosure language as appropriate: Note 1 Note 3 Additionally, section references to the various notes and to the Condensed Consolidated Financial Statements have been updated, as appropriate. The financial statement misstatements reflected herein in did not The following tables compare the Company's previously issued Condensed Consolidated Balance Sheets (Unaudited) and Consolidated Statement of Operations (Unaudited) as of and for the three March 31, 2020 March 31, 2020 (unaudited) Effect of Restatement (unaudited) March 31, 2020 (unaudited) ASSETS Current assets: Accounts receivable, net $ 8,043 $ (2,830 ) $ 5,213 Total current assets 19,155 (2,830 ) 16,325 Total assets 38,268 (2,830 ) 35,438 LIABILITIES AND STOCKHOLDERS' DEFICIT Accumulated deficit $ (321,207 ) $ (2,830 ) $ (324,037 ) Total stockholders' deficit (90,094 ) (2,830 ) (92,924 ) Total liabilities and stockholders' deficit 38,268 (2,830 ) 35,438 March 31, 2020 (unaudited) Effect of Restatement (unaudited) March 31, 2020 (unaudited) Operating costs and expenses: General and administrative expenses $ 4,027 $ 2,830 $ 6,857 Gain (loss) from operations 854 (2,830 ) (1,976 ) Loss before income taxes (2,334 ) (2,830 ) (5,164 ) Provision for income taxes - - - Total net loss (2,334 ) (2,830 ) (5,164 ) |
Note 3 - Going Concern
Note 3 - Going Concern | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 3 – GOING CONCERN The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. As of March 31, 2020, $324,037 Because of our history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $106,920 March 31, 2020. $94,575 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 operating costs that include significant workforce and salary expense reduction and continuing to negotiate lower prices from major suppliers. We believe that we may no may |
Note 4 - Inventories
Note 4 - Inventories | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 4 – INVENTORIES Inventories consisted of the following as of: March 31, 2020 December 31, 2019 Raw materials $ 774 $ - Finished goods 7,883 7,816 8,657 7,816 Reserve for obsolete inventory (1,427 ) (1,247 ) $ 7,230 $ 6,569 |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 – PROPERTY AND EQUIPMENT Property and equipment consisted of the following as of: March 31, 2020 December 31, 2019 Machinery and equipment $ 36 $ 36 Leasehold improvements 20 - Computers and other 88 88 144 124 Accumulated depreciation and amortization (62 ) (52 ) $ 82 $ 72 Depreciation and amortization expense totaled $9 $188 three March 31, 2020 2019, |
Note 6 - Intangible Assets
Note 6 - Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 6 – INTANGIBLE ASSETS Intangible assets consisted of the following as of: March 31, 2020 December 31, 2019 Trademarks $ 3,458 $ 6,880 Indefinite-lived intangible assets 1,400 1,400 Customer relationships 8,663 8,663 Other - 753 13,521 17,696 Accumulated amortization (9,436 ) (13,333 ) $ 4,085 $ 4,363 Trademarks are amortized over periods ranging from 3 30 1 16 $277 $379 three March 31, 2020, 2019, |
Note 7 - Debt
Note 7 - Debt | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 7 – DEBT Debt consisted of the following as of: March 31, December 31, 2020 2019 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 $532 and $563 at March 31, 2020 and December 31, 2019, respectively 4,468 4,437 November 2018 note payable to Great Harbor Capital, LLC, net of discount of $314 and $354 at March 31, 2020 and December 31, 2019, respectively 3,686 3,646 February 2020 note payable to Great Harbor Capital, LLC 2,500 - January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 February 2020 note payable to Golisano Holdings LLC 2,500 - 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 $190 and $271 at March 31, 2020 and December 31, 2019, respectively 7,810 7,729 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 $312 and $457 at March 31, 2020 and December 31, 2019, respectively 4,688 4,543 February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $17 and $25 at March 31, 2020 andDecember 31, 2019, respectively 1,983 1,975 Macatawa Bank 15,000 15,000 Total related party debt 89,709 84,404 Senior Credit Facility with Midcap 4,866 4,413 Other Debt: Huntington Holdings, LLC - 2,310 Total other debt - 2,310 Total debt $ 94,575 $ 91,127 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. 8 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. 8 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. 8 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%, 8 December 31, 2019; July 8, 2019, No. 1 December 2016 June 30, 2019 December 31, 2019 October 22, 2021 August 2017 Pursuant to an August 30, 2017 $3,000 “August 2017 August 2017 8.5%, 8 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 8 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 8 November 2018 November 5, 2020; July 8, 2019, No. 1 November 2018 June 30, 2019 November 5, 2020 October 22, 2021. February 2020 Pursuant to a February 2020 “February 2020 $2,500. February 2020 8%, 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 8 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 ( 8 February 2015 On February 6, 2015, $2,000, March 8, 2017, 12% March 8, 2017, 8% October 22, 2021. August 30, 2017, 869,618 8 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%. 8 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%. 8 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 8 December 31, 2016, $4,770. December 2016 Pursuant to a December 31, 2016 $2,500 December 2016 8.5%, 8 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%, 8 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. February 2020 Pursuant to a February 2020 February 2020 $2,500. February 2020 8%, 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%; 2.50% March 31, 2020). 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% 6% March 31, 2020. 500,000 8 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 $4,866 March 31, 2020. 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. March 18, 2020. 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, March 31, 2020, $4,866 March 31, 2020. |
Note 8 - Warrants and Registrat
Note 8 - Warrants and Registration Rights Agreements | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Warrants Disclosure [Text Block] | NOTE 8 – WARRANTS AND REGISTRATION RIGHTS AGREEMENTS The following table presents a summary of the status of our issued warrants as of March 31, 2020, three Shares Underlying Warrants Weighted Average Exercise Price Outstanding, December 31, 2019 11,811,649 $ 0.14 Granted - - Canceled / Expired (1,110,330 ) 0.39 Exercised (1,141,405 ) 0.00 Outstanding, March 31, 2020 9,559,914 $ 0.17 Midcap Warrant In connection with the line of credit agreement with MidCap described in Note 7, 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 7, 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, 12 JL Warrants Pursuant to a June 30, 2015 403,509 $0.01 June 30, 2020, October 1, 2015, two 12 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 12 Golisano LLC Warrants (formerly Penta Warrants) In connection with the November 13, 2014 $8,000 7 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 ( 7 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 ( 7 1,141,405 January 22, 2015 2015 5, 2015 6, 2015 7 2015 8 February 13, 2020. 434,809 February 4, 2015 2015 10, 2015 11, 2015 20, 2015 21 2015 23 February 13, 2020. 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 March 31, 2020, 1,367,974 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 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 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 – 7 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 – 7 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 – 7 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 31, 2019, ( October 22, 2021 – 7 December 2016 1,136,363 December 2016 December 2016 December 31, 2022. December 2016 In connection with the Golisano LLC March 2017 1,484,847 $0.01 March 2017 March 2017 not March 2017 December 31, 2019 ( October 22, 2021 – 7 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 – 7 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 – 7 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 – 7 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 31, 2019 ( October 22, 2021 – 7 December 2016 1,136,363 December 2016 December 2016 December 31, 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 – 7 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 – 7 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 – 7 2,168,178 July 16 July 2016 July 21, 2022. July 2016 July 2016 July 2016 |
Note 9 - Derivative Liabilities
Note 9 - Derivative Liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | NOTE 9 – DERIVATIVE LIABILITIES The number of shares of common stock issuable pursuant to certain warrants issued in 2015 not March 31, 2020, $1,065 $35 December 31, 2019. three March 31, 2020: Derivative liabilities as of December 31, 2019 $ 35 Loss on change in fair value of derivative liabilities 1,030 Derivative liabilities as of March 31, 2020 $ 1,065 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 10 - Leases
Note 10 - Leases | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Lessee, Operating Leases [Text Block] | NOTE 10 – LEASES The Company leases office space under non-cancelable operating leases with lease terms ranging from 1 7 may 2 5 not not The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. For the three March 31, 2020, $198 $70 not not As of March 31, 2020, Three Months Ended 2020 (excluding the three months ended March 31, 2020) $ 965 2021 1,144 2022 1,052 2023 1,079 2024 1,108 Thereafter 2,394 Total lease payments 7,742 Less: imputed interest (1,788 ) Present value of lease liabilities $ 5,954 Included below is other information regarding leases for the three March 31,2020. Three Months Ended Sublease income $ 188 Cash paid for operating leases $ 315 Weighted average remaining lease term (years) - operating leases 6.8 Weighted average discount rate – operating leases 8.25 % As previously disclosed in our financial statements for the year ended December 31, 2019, 840 Years Ending December 31, Operating Leases 2020 $ 1,280 2021 1,144 2022 1,052 2023 1,079 2024 1,108 Thereafter 2,394 $ 8,057 |
Note 11 - Stockholders' Deficit
Note 11 - Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 1 1 – STOCKHOLDERS' DEFICIT Preferred Stock The Company has authorized 500,000,000 $0.001 No Twinlab Consolidation Corporation 2013 The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation 2013 September 16, 2014. 20,000,000 January December 2015, one 25% 2019. March 31, 2020, 7,194,412 Common Stock Repurchase On January 5, 2017, 642,366 $1.00. Stock Subscription Receivable and Loss on Stock Price Guarantee As of March 31, 2020, August 1, 2014 1,528,384 $30 5%. |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 3 Months Ended |
Mar. 31, 2020 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 1 2 – SUBSEQUENT EVENTS COVID- 19 The Company is closely monitoring the impact of the COVID- 19 not December 31, 2019 19 19 Debt Agreements May 2020 On May 7, 2020, $1,674 March 27, 2020 ( May 5, 2020 ( two 1.0% December 1, 2020. may 20% Penta Warrants The 807,018 June 23, 2020. JL Warrants The 403,509 not June 30, 2020. 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. Revenue and Accounts Receivable A significant customer of the Company, General Nutrition Centers (GNC), declared bankruptcy on June 23, 2020. 17% 13% three March 31, 2020 2019, |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Unaudited Information The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States Generally Accepted Accounting Principles (“GAAP”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not not may 10 December 31, 2019 May 29, 2020. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP 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: March 31, 2020 December 31, 2019 Contract Liabilities - Customer Deposits $ 3,314 $ 2,071 Contract Liabilities - Guaranteed Returns 75 56 D isaggregation 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. March 31, 2020 March 31, 2019 Product Sales $ 16,382 $ 19,745 Fulfillment Services 47 226 |
Lessee, Leases [Policy Text Block] | Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. not Operating lease ROU assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company's lease terms may 12 not not |
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 March 31, 2020 December 31, 2019: Total Level 1 Level 2 Level 3 March 31, 2020: Derivative liabilities $ 1,065 $ - $ - $ 1,065 December 31, 2019: Derivative liabilities $ 35 $ - $ - $ 35 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowances We grant credit to customers and generally do not March 31, 2020, $9,982 $8,452 December 31, 2019, $5,884, $5,107 12 |
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, Indefinite-Lived, 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 Reserveage Nutrition brands, are determined to have an indefinite useful economic life and as such are not March 31, 2020 December 31, 2019 $1,400 |
Fair Value of Warrants Issued, Policy [Policy Text Block] | Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company's common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management's judgment and can vary materially from period to period. |
Derivatives, Policy [Policy Text Block] | Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company's common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management's judgment and can vary materially from period to period. |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) per Common Share Basic net income or loss per common share (“Basic EPS”) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (“Diluted EPS”) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows: Three Months Ended 2020 2019 Numerator: Net loss $ (5,164 ) $ (8,784 ) Effect of dilutive securities on net loss: Common stock warrants - - Total net loss for purpose of calculating diluted net loss per common share $ (5,164 ) $ (8,784 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 256,785,233 255,643,828 Weighted-average effect of dilutive securities: Common stock warrants - - Total shares for purpose of calculating diluted net loss per common share 256,785,233 255,643,828 Net loss per common share: Basic $ (0.02 ) $ (0.03 ) Diluted $ (0.02 ) $ (0.03 ) |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to our top three 33% 38% three March 31, 2020 2019, one 17% 14% three March 31, 2020 2019, three 44% 33% March 31, 2020 December 31, 2019, 21% 38% March 31, 2020 December 31, 2019, |
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 2016 02 December 15, 2018 December 15, 2019 December 15, 2020. January 1, 2020, three March 31, 2020 842. No 840, not not not Q1 FY20 $6.1 $5.5 10 In May 2014, 2014 09, 606 2014 09 five December 15, 2016; July 2015, one may not January 1, 2019, January 1, 2020. 2014 09. three March 31, 2020, not $383 $56 January 1, 2019 December 31, 2019, Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | March 31, 2020 December 31, 2019 Contract Liabilities - Customer Deposits $ 3,314 $ 2,071 Contract Liabilities - Guaranteed Returns 75 56 |
Disaggregation of Revenue [Table Text Block] | March 31, 2020 March 31, 2019 Product Sales $ 16,382 $ 19,745 Fulfillment Services 47 226 |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Total Level 1 Level 2 Level 3 March 31, 2020: Derivative liabilities $ 1,065 $ - $ - $ 1,065 December 31, 2019: Derivative liabilities $ 35 $ - $ - $ 35 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended 2020 2019 Numerator: Net loss $ (5,164 ) $ (8,784 ) Effect of dilutive securities on net loss: Common stock warrants - - Total net loss for purpose of calculating diluted net loss per common share $ (5,164 ) $ (8,784 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 256,785,233 255,643,828 Weighted-average effect of dilutive securities: Common stock warrants - - Total shares for purpose of calculating diluted net loss per common share 256,785,233 255,643,828 Net loss per common share: Basic $ (0.02 ) $ (0.03 ) Diluted $ (0.02 ) $ (0.03 ) |
Note 2 - Restatement for Corr_2
Note 2 - Restatement for Correction of an Error (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | March 31, 2020 (unaudited) Effect of Restatement (unaudited) March 31, 2020 (unaudited) ASSETS Current assets: Accounts receivable, net $ 8,043 $ (2,830 ) $ 5,213 Total current assets 19,155 (2,830 ) 16,325 Total assets 38,268 (2,830 ) 35,438 LIABILITIES AND STOCKHOLDERS' DEFICIT Accumulated deficit $ (321,207 ) $ (2,830 ) $ (324,037 ) Total stockholders' deficit (90,094 ) (2,830 ) (92,924 ) Total liabilities and stockholders' deficit 38,268 (2,830 ) 35,438 March 31, 2020 (unaudited) Effect of Restatement (unaudited) March 31, 2020 (unaudited) Operating costs and expenses: General and administrative expenses $ 4,027 $ 2,830 $ 6,857 Gain (loss) from operations 854 (2,830 ) (1,976 ) Loss before income taxes (2,334 ) (2,830 ) (5,164 ) Provision for income taxes - - - Total net loss (2,334 ) (2,830 ) (5,164 ) |
Note 4 - Inventories (Tables)
Note 4 - Inventories (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | March 31, 2020 December 31, 2019 Raw materials $ 774 $ - Finished goods 7,883 7,816 8,657 7,816 Reserve for obsolete inventory (1,427 ) (1,247 ) $ 7,230 $ 6,569 |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | March 31, 2020 December 31, 2019 Machinery and equipment $ 36 $ 36 Leasehold improvements 20 - Computers and other 88 88 144 124 Accumulated depreciation and amortization (62 ) (52 ) $ 82 $ 72 |
Note 6 - Intangible Assets (Tab
Note 6 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, 2020 December 31, 2019 Trademarks $ 3,458 $ 6,880 Indefinite-lived intangible assets 1,400 1,400 Customer relationships 8,663 8,663 Other - 753 13,521 17,696 Accumulated amortization (9,436 ) (13,333 ) $ 4,085 $ 4,363 |
Note 7 - Debt (Tables)
Note 7 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | March 31, December 31, 2020 2019 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 $532 and $563 at March 31, 2020 and December 31, 2019, respectively 4,468 4,437 November 2018 note payable to Great Harbor Capital, LLC, net of discount of $314 and $354 at March 31, 2020 and December 31, 2019, respectively 3,686 3,646 February 2020 note payable to Great Harbor Capital, LLC 2,500 - January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 February 2020 note payable to Golisano Holdings LLC 2,500 - 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 $190 and $271 at March 31, 2020 and December 31, 2019, respectively 7,810 7,729 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 $312 and $457 at March 31, 2020 and December 31, 2019, respectively 4,688 4,543 February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $17 and $25 at March 31, 2020 andDecember 31, 2019, respectively 1,983 1,975 Macatawa Bank 15,000 15,000 Total related party debt 89,709 84,404 Senior Credit Facility with Midcap 4,866 4,413 Other Debt: Huntington Holdings, LLC - 2,310 Total other debt - 2,310 Total debt $ 94,575 $ 91,127 |
Note 8 - Warrants and Registr_2
Note 8 - Warrants and Registration Rights Agreements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Shares Underlying Warrants Weighted Average Exercise Price Outstanding, December 31, 2019 11,811,649 $ 0.14 Granted - - Canceled / Expired (1,110,330 ) 0.39 Exercised (1,141,405 ) 0.00 Outstanding, March 31, 2020 9,559,914 $ 0.17 |
Note 9 - Derivative Liabiliti_2
Note 9 - Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Derivative liabilities as of December 31, 2019 $ 35 Loss on change in fair value of derivative liabilities 1,030 Derivative liabilities as of March 31, 2020 $ 1,065 |
Note 10 - Leases (Tables)
Note 10 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes Tables | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | Three Months Ended 2020 (excluding the three months ended March 31, 2020) $ 965 2021 1,144 2022 1,052 2023 1,079 2024 1,108 Thereafter 2,394 Total lease payments 7,742 Less: imputed interest (1,788 ) Present value of lease liabilities $ 5,954 |
Lease, Cost [Table Text Block] | Three Months Ended Sublease income $ 188 Cash paid for operating leases $ 315 Weighted average remaining lease term (years) - operating leases 6.8 Weighted average discount rate – operating leases 8.25 % |
Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases [Table Text Block] | Years Ending December 31, Operating Leases 2020 $ 1,280 2021 1,144 2022 1,052 2023 1,079 2024 1,108 Thereafter 2,394 $ 8,057 |
Note 1 - Nature of Operations_3
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2020USD ($) | Mar. 31, 2019 | Dec. 31, 2019USD ($) | Jan. 01, 2020USD ($) | Jan. 01, 2019USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 9,982 | $ 5,884 | |||
Allowance for Accounts Receivable, Current, Doubtful Accounts | 8,452 | 5,107 | |||
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance | 1,400 | 1,400 | |||
Operating Lease, Liability, Total | 5,954 | ||||
Operating Lease, Right-of-Use Asset | 5,313 | ||||
Contract with Customer, Refund Liability, Current | $ 75 | 56 | |||
Accounting Standards Update 2016-02 [Member] | |||||
Operating Lease, Liability, Total | $ 6,100 | ||||
Operating Lease, Right-of-Use Asset | $ 5,500 | ||||
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 | 33.00% | 38.00% | |||
Revenue Benchmark [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk, Percentage | 17.00% | 14.00% | |||
Accounts Receivable [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | |||||
Number of Major Customers | 3 | 3 | |||
Concentration Risk, Percentage | 44.00% | 33.00% | |||
Accounts Receivable [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | |||||
Concentration Risk, Percentage | 21.00% | 38.00% | |||
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 | Mar. 31, 2020 | Dec. 31, 2019 |
Contract Liabilities - Customer Deposits | $ 3,314 | $ 2,071 |
Contract Liabilities - Guaranteed Returns | $ 75 | $ 56 |
Note 1 - Nature of Operations_5
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Product [Member] | ||
Net sales | $ 16,382 | $ 19,745 |
Service [Member] | ||
Net sales | $ 47 | $ 226 |
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 | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative liabilities | $ 1,065 | $ 35 |
Fair Value, Recurring [Member] | ||
Derivative liabilities | 1,065 | 35 |
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 | $ 1,065 | $ 35 |
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 | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net loss | $ (5,164) | $ (8,784) |
Effect of dilutive securities on net loss: Common stock warrants | ||
Total net loss for purpose of calculating diluted net loss per common share | $ (5,164) | $ (8,784) |
Weighted average number of common shares outstanding - basic (in shares) | 256,785,233 | 255,643,828 |
Weighted-average effect of dilutive securities: Common stock warrants (in shares) | ||
Total shares for purpose of calculating diluted net loss per common share (in shares) | 256,785,233 | 255,643,828 |
Basic (in dollars per share) | $ (0.02) | $ (0.03) |
Diluted (in dollars per share) | $ (0.02) | $ (0.03) |
Note 2 - Restatement for Corr_3
Note 2 - Restatement for Correction of an Error (Details Textual) $ in Millions | Mar. 31, 2020USD ($) |
Revision of Prior Period, Error Correction, Adjustment [Member] | |
Accounts Receivable, Allowance for Credit Loss, Ending Balance | $ 2.8 |
Note 2 - Restatement for Corr_4
Note 2 - Restatement for Correction of an Error - Comparison of Previously Issued and Restated Unaudited Condensed Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | |||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts receivable, net | $ 5,213 | $ 6,342 | ||
Total current assets | 16,325 | 16,300 | ||
Total assets | 35,438 | 30,387 | ||
Accumulated deficit | (324,037) | (318,873) | ||
Total stockholders’ deficit | (92,924) | $ (52,043) | (87,760) | $ (43,887) |
Total liabilities and stockholders' deficit | 35,438 | $ 30,387 | ||
General and administrative expenses | 6,857 | 6,838 | ||
Gain (loss) from operations | (1,976) | (4,786) | ||
Loss before income taxes | (5,164) | (8,784) | ||
Provision for income taxes | ||||
Net loss | (5,164) | $ (8,784) | ||
Previously Reported [Member] | ||||
Accounts receivable, net | 8,043 | |||
Total current assets | 19,155 | |||
Total assets | 38,268 | |||
Accumulated deficit | (321,207) | |||
Total stockholders’ deficit | (90,094) | |||
Total liabilities and stockholders' deficit | 38,268 | |||
General and administrative expenses | 4,027 | |||
Gain (loss) from operations | 854 | |||
Loss before income taxes | (2,334) | |||
Provision for income taxes | ||||
Net loss | (2,334) | |||
Revision of Prior Period, Error Correction, Adjustment [Member] | ||||
Accounts receivable, net | (2,830) | |||
Total current assets | (2,830) | |||
Total assets | (2,830) | |||
Accumulated deficit | (2,830) | |||
Total stockholders’ deficit | (2,830) | |||
Total liabilities and stockholders' deficit | (2,830) | |||
General and administrative expenses | 2,830 | |||
Gain (loss) from operations | (2,830) | |||
Loss before income taxes | (2,830) | |||
Provision for income taxes | ||||
Net loss | $ (2,830) |
Note 3 - Going Concern (Details
Note 3 - Going Concern (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (324,037) | $ (318,873) |
Working Capital Deficiency | 106,920 | |
Long-term Debt, Current Maturities, Total | $ 94,575 | $ 91,127 |
Note 4 - Inventories - Summary
Note 4 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Raw materials | $ 774 | |
Finished goods | 7,883 | 7,816 |
Inventory, Gross, Total | 8,657 | 7,816 |
Reserve for obsolete inventory | (1,427) | (1,247) |
Inventory, Net, Total | $ 7,230 | $ 6,569 |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Depreciation, Total | $ 9 | $ 188 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Property and equipment | $ 144 | $ 124 |
Accumulated depreciation and amortization | (62) | (52) |
Property, Plant and Equipment, Net, Ending Balance | 82 | 72 |
Machinery and Equipment [Member] | ||
Property and equipment | 36 | 36 |
Leasehold Improvements [Member] | ||
Property and equipment | 20 | |
Computers and Other [Member] | ||
Property and equipment | $ 88 | $ 88 |
Note 6 - Intangible Assets (Det
Note 6 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Amortization of Intangible Assets, Total | $ 277 | $ 379 |
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) | 1 year | |
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 6 - Intangible Assets - Su
Note 6 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Indefinite-lived intangible assets | $ 1,400 | $ 1,400 |
Intangible Assets, Gross (Excluding Goodwill), Total | 13,521 | 17,696 |
Accumulated amortization | (9,436) | (13,333) |
Intangible Assets, Net (Excluding Goodwill), Total | 4,085 | 4,363 |
Trademarks [Member] | ||
Intangible assets | 3,458 | 6,880 |
Customer Relationships [Member] | ||
Intangible assets | 8,663 | 8,663 |
Other Intangible Assets [Member] | ||
Intangible assets | $ 753 |
Note 7 - Debt (Details Textual)
Note 7 - 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 | Mar. 31, 2020 | Jun. 30, 2020 | Jun. 02, 2017 | Dec. 31, 2016 | Feb. 29, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Jun. 07, 2019 | Jan. 28, 2019 | 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) | 9,559,914 | 11,811,649 | ||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 6.00% | |||||||||||||||||||||||||||||||
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 | 4,866 | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 22, 2021 | |||||||||||||||||||||||||||||||
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 | $ 4,866 | |||||||||||||||||||||||||||||||
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) | 1,367,974 | |||||||||||||||||||||||||||||||
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, Face Amount | $ 2,000 | $ 3,000 | $ 2,500 | $ 7,000 | $ 2,500 | $ 2,500 | ||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292 | $ 104 | ||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | ||||||||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Oct. 22, 2021 | Oct. 22, 2021 | ||||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor, LLC [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | 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 | |||||||||||||||||||||||||||||||
Great Harbour Note 4 [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | February 2020 GH Note [Member] | Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,267 | $ 2,500 | $ 7,000 | $ 2,500 | $ 2,500 | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | Golisano LLC February 2020 Note [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Little Harbor, LLC [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||||||
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, Face Amount | $ 15,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.50% | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate After Maturity of Event of Default Spread | 3.00% | |||||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2020 | |||||||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.50% |
Note 7 - Debt - Summary of Debt
Note 7 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other debt | $ 94,575 | $ 91,127 |
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 | 4,468 | 4,437 |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||
Long-term debt, net | 3,686 | 3,646 |
Related Party February 2020 Note Payable To Great Harbor LLC [Member] | ||
Long-term debt, net | 2,500 | |
Related-Party Debt January 2016 Note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 7,000 | 7,000 |
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Long-term debt, net | 4,770 | 4,770 |
Related Part Debt December 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-party Debt March 2017 Note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 3,267 | 3,267 |
Related Party February 2018 Note Payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,000 | 2,000 |
Related Party February 2020 Note Payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 7,810 | 7,729 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Long-term debt, net | 4,688 | 4,543 |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 1,983 | 1,975 |
Term Loan [Member] | ||
Long-term debt, net | 15,000 | 15,000 |
Related Party Debt [Member] | ||
Long-term debt, net | 89,709 | 84,404 |
Senior Credit Facility With Midcap [Member] | ||
Long-term debt, net | 4,866 | 4,413 |
Unsecured Promissory Note with Huntington Holdings, LLC [Member] | ||
Long-term debt, net | 2,310 | |
Debt Other Than Related Party Debt and Credit Facility [Member] | ||
Other debt | $ 2,310 |
Note 7 - Debt - Summary of De_2
Note 7 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt instrument, unamortized discount | $ 190 | $ 271 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Debt instrument, unamortized discount | $ 312 | $ 457 |
Note 8 - Warrants and Registr_3
Note 8 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 13, 2020 | Feb. 06, 2016 | Jan. 22, 2015 | Nov. 13, 2014 | Apr. 30, 2015 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2016 | Dec. 31, 2019 | Apr. 22, 2019 | Nov. 05, 2018 | Jul. 31, 2018 | Feb. 28, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 31, 2017 | Mar. 08, 2017 | Jul. 31, 2016 | Apr. 05, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Oct. 31, 2015 | Jun. 30, 2015 | Feb. 04, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 9,559,914 | 11,811,649 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.17 | $ 0.14 | ||||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | 1,141,405 | |||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 305 | $ 898 | ||||||||||||||||||||||
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,214 | |||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 7 | |||||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 1,367,974 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
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 | |||||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,329,400 | 4,960,740 | 434,809 | |||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | $ 8,000 | ||||||||||||||||||||||
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 | |||||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | 1,141,405 | |||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on February 4, 2015 [Member] | ||||||||||||||||||||||||
Number of Warrants Expired (in shares) | 434,809 |
Note 8 - Warrants and Registr_4
Note 8 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Outstanding, beginning balance (in shares) | shares | 11,811,649 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.14 |
Granted (in shares) | shares | |
Granted, weighted average exercise price (in dollars per share) | $ / shares | |
Canceled / Expired (in shares) | shares | (1,110,330) |
Canceled / expired, weighted average exercise price (in dollars per share) | $ / shares | $ 0.39 |
Exercised (in shares) | shares | (1,141,405) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Outstanding, ending balance (in shares) | shares | 9,559,914 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.17 |
Note 9 - Derivative Liabiliti_3
Note 9 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Derivative Liability, Total | $ 1,065 | $ 35 |
Note 9 - Derivative Liabiliti_4
Note 9 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Derivative liabilities | $ 35 | |
Loss on change in fair value of derivative liabilities | 1,030 | $ 1,263 |
Derivative liabilities | $ 1,065 |
Note 10 - Leases (Details Textu
Note 10 - Leases (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Lease, Cost, Total | $ 198 |
Variable Lease, Cost | $ 70 |
Minimum [Member] | |
Lessee, Operating Lease, Term of Contract (Year) | 1 year |
Lessee, Operating Lease, Renewal Term (Year) | 2 years |
Maximum [Member] | |
Lessee, Operating Lease, Term of Contract (Year) | 7 years |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Note 10 - Leases - Maturities o
Note 10 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2020USD ($) |
2020 (excluding the three months ended March 31, 2020) | $ 965 |
2021 | 1,144 |
2022 | 1,052 |
2023 | 1,079 |
2024 | 1,108 |
Thereafter | 2,394 |
Total lease payments | 7,742 |
Less: imputed interest | (1,788) |
Present value of lease liabilities | $ 5,954 |
Note 10 - Leases - Other Inform
Note 10 - Leases - Other Information Regarding Leases (Details) | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Sublease income | $ 188,000 |
Cash paid for operating leases | 315,000 |
Weighted average remaining lease term (years) - operating leases | 6,800 |
Weighted average discount rate – operating leases | $ 8,250 |
Note 10 - Leases - Future Minim
Note 10 - Leases - 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 11 - Stockholders' Defic_2
Note 11 - Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jan. 05, 2017 | Mar. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2019 |
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 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 7,194,412 | |||
Treasury Stock, Shares, Acquired (in shares) | 642,366 | |||
Treasury Stock Acquired, Average Cost Per Share (in dollars per share) | $ 1 | |||
Common Stock, Shares Subscribed but Unissued (in shares) | 1,528,384 | |||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30 | $ 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 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2020 | Jun. 23, 2020 | May 07, 2020 | Mar. 31, 2020 | Mar. 31, 2019 | Apr. 30, 2020 | Dec. 31, 2019 | Apr. 30, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 9,559,914 | 11,811,649 | ||||||
Customer Concentration Risk [Member] | Revenue from Contract with Customer Benchmark [Member] | General Nutrition Corporation (GNC) [Member] | ||||||||
Concentration Risk, Percentage | 17.00% | 13.00% | ||||||
First Warrant [Member] | JL Properties, Inc. [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 465,880 | |||||||
Second Warrant [Member] | JL Properties, Inc. [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 86,962 | |||||||
Subsequent Event [Member] | ||||||||
Proceeds From Paycheck Protection Program Under CARES Act | $ 1,674 | |||||||
Subsequent Event [Member] | JL-BBNC Mezz Utah, LLC [Member] | ||||||||
Letters of Credit Outstanding, Amount | $ 25 | |||||||
Subsequent Event [Member] | Penta Warrants [Member] | ||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 807,018 | |||||||
Subsequent Event [Member] | JL Warrants [Member] | ||||||||
Class of Warrant or Right, Not Exercised and Expired (in shares) | 403,509 | |||||||
Subsequent Event [Member] | First Warrant [Member] | JL Properties, Inc. [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 465,880 | |||||||
Subsequent Event [Member] | Second Warrant [Member] | JL Properties, Inc. [Member] | ||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 86,962 |