Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 10, 2021 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001590695 | |
Entity Registrant Name | Twinlab Consolidated Holdings, Inc. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 000-55181 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 46-3951742 | |
Entity Address, Address Line One | 4800 T-Rex Avenue, Suite 305 | |
Entity Address, City or Town | Boca Raton | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33431 | |
City Area Code | 561 | |
Local Phone Number | 443-4301 | |
Title of 12(b) Security | Common Stock, $0.001 par value per share | |
Trading Symbol | TLCC | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 259,092,833 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 2,148 | $ 424 |
Accounts receivable, net | 10,399 | 8,425 |
Inventories, net | 10,571 | 6,301 |
Prepaid expenses and other current assets | 2,067 | 2,195 |
Total current assets | 25,185 | 17,345 |
Property and equipment, net | 143 | 65 |
Right-of-use assets | 5,847 | 4,710 |
Intangible assets, net | 2,970 | 3,253 |
Goodwill | 8,818 | 8,818 |
Other assets | 1,713 | 760 |
Total assets | 44,676 | 34,951 |
Current liabilities: | ||
Accounts payable | 4,612 | 4,712 |
Lease liabilities | 1,003 | 742 |
Accrued expenses and other current liabilities | 9,661 | 9,372 |
Accrued interest | 25,233 | 20,359 |
Notes payable and current portion of long-term debt | 100,188 | 96,847 |
Total current liabilities | 140,697 | 132,032 |
Liabilities, Noncurrent [Abstract] | ||
Lease liabilities | 5,469 | 4,592 |
Notes payable and long-term debt, net of current and debt discount | 382 | 476 |
Total long-term liabilities | 5,851 | 5,068 |
Total liabilities | 146,548 | 137,100 |
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 393,898,884 and 392,864,182 shares issued, respectively | 394 | 393 |
Additional paid-in capital | 231,249 | 231,250 |
Stock subscriptions receivable | (30) | (30) |
Treasury stock, 134,806,051 shares at cost | (500) | (500) |
Accumulated deficit | (332,985) | (333,262) |
Total stockholders’ deficit | (101,872) | (102,149) |
Total liabilities and stockholders' deficit | $ 44,676 | $ 34,951 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
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) | 393,898,884 | 392,864,182 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 18,272 | $ 18,371 | $ 55,841 | $ 47,012 |
Cost of sales | 12,230 | 14,669 | 37,844 | 35,322 |
Gross profit | 6,042 | 3,702 | 17,997 | 11,690 |
Operating costs and expenses: | ||||
Selling expenses | 912 | 420 | 2,538 | 1,044 |
General and administrative expenses | 4,096 | 2,981 | 9,067 | 12,567 |
Income (loss) from operations | 1,034 | 301 | 6,392 | (1,921) |
Other income (expense): | ||||
Interest expense, net | (2,208) | (2,183) | (6,619) | (6,489) |
Gain on change in derivative liabilities | 0 | 178 | 0 | 35 |
Other income (expense) | (14) | (148) | 504 | (3) |
Total other expense | (2,222) | (2,153) | (6,115) | (6,457) |
Income (loss) before income taxes | (1,188) | (1,852) | 277 | (8,378) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Total net income (loss) | $ (1,188) | $ (1,852) | $ 277 | $ (8,378) |
Weighted average number of common shares outstanding - basic (in shares) | 259,092,833 | 258,058,131 | 258,751,722 | 257,345,636 |
Net income (loss) per common share - basic (in dollars per share) | $ 0 | $ (0.01) | $ 0 | $ (0.03) |
Weighted average number of common shares outstanding - diluted (in shares) | 259,092,833 | 259,086,721 | 258,751,722 | 260,486,654 |
Net income (loss) per common share - diluted (in dollars per share) | $ 0 | $ (0.01) | $ 0 | $ (0.03) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Receivable [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Balance (in shares) at Dec. 31, 2019 | 390,449,879 | 134,806,051 | ||||
Balance at Dec. 31, 2019 | $ (87,760) | $ 390 | $ 231,253 | $ (30) | $ (500) | $ (318,873) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued upon exercise of warrants (in shares) | 1,141,405 | 0 | ||||
Shares issued upon exercise of warrants | 0 | $ 2 | (2) | 0 | $ 0 | 0 |
Net income (loss) | (5,164) | $ 0 | 0 | 0 | $ 0 | (5,164) |
Balance (in shares) at Mar. 31, 2020 | 391,591,284 | 134,806,051 | ||||
Balance at Mar. 31, 2020 | (92,924) | $ 392 | 231,251 | (30) | $ (500) | (324,037) |
Balance (in shares) at Dec. 31, 2019 | 390,449,879 | 134,806,051 | ||||
Balance at Dec. 31, 2019 | (87,760) | $ 390 | 231,253 | (30) | $ (500) | (318,873) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (8,378) | |||||
Balance (in shares) at Sep. 30, 2020 | 392,864,182 | 134,806,051 | ||||
Balance at Sep. 30, 2020 | (96,138) | $ 393 | 231,250 | (30) | $ (500) | (327,251) |
Balance (in shares) at Mar. 31, 2020 | 391,591,284 | 134,806,051 | ||||
Balance at Mar. 31, 2020 | (92,924) | $ 392 | 231,251 | (30) | $ (500) | (324,037) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued upon exercise of warrants (in shares) | 1,272,898 | 0 | ||||
Shares issued upon exercise of warrants | 0 | $ 1 | (1) | 0 | $ 0 | 0 |
Net income (loss) | (1,362) | $ 0 | 0 | 0 | $ 0 | (1,362) |
Balance (in shares) at Jun. 30, 2020 | 392,864,182 | 134,806,051 | ||||
Balance at Jun. 30, 2020 | (94,286) | $ 393 | 231,250 | (30) | $ (500) | (325,399) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (1,852) | $ 0 | 0 | 0 | $ 0 | (1,852) |
Balance (in shares) at Sep. 30, 2020 | 392,864,182 | 134,806,051 | ||||
Balance at Sep. 30, 2020 | (96,138) | $ 393 | 231,250 | (30) | $ (500) | (327,251) |
Balance (in shares) at Dec. 31, 2020 | 392,864,182 | 134,806,051 | ||||
Balance at Dec. 31, 2020 | (102,149) | $ 393 | 231,250 | (30) | $ (500) | (333,262) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued upon exercise of warrants (in shares) | 1,034,702 | 0 | ||||
Shares issued upon exercise of warrants | 0 | $ 1 | (1) | 0 | $ 0 | 0 |
Net income (loss) | 383 | $ 0 | 0 | 0 | $ 0 | 383 |
Balance (in shares) at Mar. 31, 2021 | 393,898,884 | 134,806,051 | ||||
Balance at Mar. 31, 2021 | (101,766) | $ 394 | 231,249 | (30) | $ (500) | (332,879) |
Balance (in shares) at Dec. 31, 2020 | 392,864,182 | 134,806,051 | ||||
Balance at Dec. 31, 2020 | (102,149) | $ 393 | 231,250 | (30) | $ (500) | (333,262) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 277 | |||||
Balance (in shares) at Sep. 30, 2021 | 393,898,884 | 134,806,051 | ||||
Balance at Sep. 30, 2021 | (101,872) | $ 394 | 231,249 | (30) | $ (500) | (332,985) |
Balance (in shares) at Mar. 31, 2021 | 393,898,884 | 134,806,051 | ||||
Balance at Mar. 31, 2021 | (101,766) | $ 394 | 231,249 | (30) | $ (500) | (332,879) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | 1,082 | $ 0 | 0 | 0 | $ 0 | 1,082 |
Balance (in shares) at Jun. 30, 2021 | 393,898,884 | 134,806,051 | ||||
Balance at Jun. 30, 2021 | (100,684) | $ 394 | 231,249 | (30) | $ (500) | (331,797) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income (loss) | (1,188) | $ 0 | 0 | 0 | $ 0 | (1,188) |
Balance (in shares) at Sep. 30, 2021 | 393,898,884 | 134,806,051 | ||||
Balance at Sep. 30, 2021 | $ (101,872) | $ 394 | $ 231,249 | $ (30) | $ (500) | $ (332,985) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 277 | $ (8,378) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 351 | 860 |
Amortization of right-to-use assets | 656 | 591 |
Amortization of debt discount | 647 | 736 |
Recovery of obsolete inventories | (1,001) | (206) |
Recovery of losses on accounts receivable | (682) | (3,251) |
Gain on change in derivative liability | 0 | (35) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,292) | 3,939 |
Inventories | (3,269) | (1,459) |
Prepaid expenses and other current assets | 128 | (508) |
Other assets | (955) | 56 |
Accounts payable | (99) | (3,443) |
Lease liabilities | (655) | (599) |
Accrued expenses and other current liabilities | 5,164 | 7,289 |
Net cash used in operating activities | (730) | (4,408) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (147) | (20) |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 1,344 | 6,674 |
Repayment of debt | 0 | (2,310) |
Net borrowings from revolving credit facility | 1,257 | 671 |
Net cash provided by financing activities | 2,601 | 5,035 |
Net increase in cash | 1,724 | 607 |
Cash at the beginning of the period | 424 | 270 |
Cash at the end of the period | 2,148 | 877 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 1,098 | $ 1,032 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 – Nature of Business Nature of Business Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 under the laws of the State of Nevada as Mirror Me, Inc. On August 7, 2014, we amended our articles of incorporation and changed our name to Twinlab Consolidated Holdings, Inc. 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 store 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 ® ® ® We also perform services between private label distributors and contract manufacturers under the NutraScience Labs (“NSL”) brand name. NSL facilitates the production of new supplements to market and reformulates existing products to include scientifically-backed ingredients. We provide our customers with numerous production services, including manufacturing, testing, label and packaging design, order fulfillment, and regulatory compliance. NSL facilitates the contract manufacture of a variety of high-quality vitamin and supplement products, including but not limited to, immune support supplements, cognitive support products, prebiotics and probiotics, supplements for weight management, and sports nutrition supplements. Our role in the production of these products is to help our customers manufacture or reformulate dietary supplements for sale and distribution. We do this by working with contract manufacturers to build scientifically backed formulas for resale to our end customers. We also simplify the production process by providing quality control checks, storing inventory on site, labeling and designing finished products, and drop shipping finished products ready for sale to our end customers. We do not market these private label products, but rather sell the products to the customer, who is then responsible for the marketing, distribution, and sale to retailers or to their end customers. 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. As of September 30, 2021, we had an accumulated deficit of $ 332,985 . Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through debt. Because of our history of operating losses and significant interest expense on our debt, we have a working capital deficiency of $ 115,512 as of September 30, 2021. We also have $ 100,188 of debt, net of discount, presented in current liabilities. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern. 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 need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all. To meet capital requirements, the Company may consider selling certain assets or seeking financing through a combination of equity offerings, debt financings, collaborations, strategic alliances, and licensing agreements. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – Summary of Significant Accounting Policies Summary of Significant Accounting Policies Except as described herein, there have been no changes in the Company’s significant accounting policies as described in Note 2 , Summary of Significant Accounting Policies, within the “Notes to Consolidated Financial Statements” accompanying the Company’s Annual Report on Form 10 -K for the year ended December 31, 2020. Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S- X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2021. These interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the periods presented. All amounts and disclosures set forth in this Quarterly Report on Form 10 -Q reflect adoption of these changes. 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. Use of Estimates The preparation of financial statements in conformity with 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. 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: September 30, 2021 December 31, 2020 Contract Liabilities - Customer Deposits $ 4,604 $ 3,874 Contract Liabilities - Guaranteed Returns 56 60 $ 4,660 $ 3,934 Disaggregation of Revenue Revenue is disaggregated from contracts with customers by goods or services as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Product Sales $ 18,106 $ 18,291 Fulfillment Services 166 80 $ 18,272 $ 18,371 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Product Sales $ 55,200 $ 46,817 Fulfillment Services 641 195 $ 55,841 $ 47,012 Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 – inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. The Company did not have any financial instruments that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 . Accounts Receivable and Allowances We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of September 30, 2021 , total allowances amounted to $ 1,419 , of which $ 536 was related to doubtful accounts receivable. As of December 31, 2020 , total allowances amounted to $ 2,101 , of which $ 1,127 was related to doubtful accounts receivable. Net Loss per Common Share Basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (“Diluted EPS”) is computed by dividing net 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 loss per share, if the effects are dilutive, companies are required to add back to net 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 loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) $ (1,188 ) $ (1,852 ) $ 277 $ (8,378 ) Effect of dilutive securities on net income (loss): Common stock warrants - (178 ) - (35 ) Total net income (loss) for purpose of calculating diluted net income (loss) per common share $ (1,188 ) $ (2,030 ) $ 277 $ (8,413 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net income (loss) per common share 259,092,833 258,058,131 258,751,722 257,345,636 Weighted-average effect of dilutive securities: Common stock warrants - 1,028,590 - 3,141,018 Total shares for purpose of calculating diluted net income (loss) per common share 259,092,833 259,086,721 258,751,722 260,486,654 Net income (loss) per common share: Basic $ 0.00 $ (0.01 ) $ 0.00 $ (0.03 ) Diluted $ 0.00 $ (0.01 ) $ 0.00 $ (0.03 ) Significant Concentration of Credit Risk Sales to our top three customers aggregated to approximately 24 % and 27 % of total sales for the three months ended September 30, 2021 and 2020, respectively, and 28 % and 24 % of total sales for the nine months ended September 30, 2021 and 2020, respectively. Sales to one of those customers were approximately 13 % and 15 % of total sales for the three months ended September 30, 2021 and 2020, respectively, and 12 % and 9 % of total sales for the nine months ended September 30, 2021 and 2020, respectively. Accounts receivable from the top three customers were approximately 35 % and 21 % of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively. A single customer represents 5 % and 10 % of total accounts receivable as of September 30, 2021 and December 31, 2020 , respectively. This customer is a related party through a director who sits on both the Company’s Board of Directors and that of the customer. Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases. 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 include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees. New and Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016 - 13, Financial Instruments-Credit losses (Topic 326 ): Measurement of Credit losses on Financial Instruments . ASU 2016 - 13 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our status as a smaller reporting company allows us to defer adoption until the annual period, including interim periods within the annual period, beginning January 1, 2023. Management is currently evaluating the requirements of this guidance and has not yet determined the impact of the adoption on the Company's financial position or results from opera tions. |
Note 3 - Inventories, net
Note 3 - Inventories, net | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories, net Inventories, net consisted of the following: September 30, 2021 December 31, 2020 Raw materials $ 5,745 $ 2,053 Finished goods 5,571 5,994 11,316 8,047 Reserve for obsolete inventory (745 ) (1,746 ) Inventories, net $ 10,571 $ 6,301 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4 – Property and Equipment, Net Property and equipment, net consisted of the following: September 30, 2021 December 31, 2020 Machinery and equipment $ 36 $ 36 Leasehold improvements 118 20 Computers and other 137 88 291 144 Accumulated depreciation and amortization (148 ) (79 ) Property and equipment, net $ 143 $ 65 Depreciation and amortization expense totaled $55 and $9 for the three months ended September 30, 2021 and 2020, respectively, and totaled $69 and $28 for the nine months ended September 30, 2021 and 2020, respectively. |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets Intangible assets consisted of the following: September 30, 2021 December 31, 2020 Trademarks $ 3,459 $ 3,459 Indefinite-lived intangible assets 1,400 1,400 Customer relationships 8,663 8,663 13,522 13,522 Accumulated amortization (10,552 ) (10,269 ) Intangible assets, net $ 2,970 $ 3,253 Trademarks are amortized over periods ranging from to years and customer relationships are amortized over periods ranging from to years. Amortization expense was $ and $ for the three months ended September 30, 2021, and , respectively, and was $ and $ for the nine months ended September 30, 2021 , respectively. |
Note 6 - Debt
Note 6 - Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt Debt consisted of the following: September 30, December 31, 2021 2020 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 $20 and $201 at September 30, 2021 and December 31, 2020, respectively 4,980 4,799 November 2018 note payable to Great Harbor Capital, LLC, net of discount of $24 and $244 at September 30, 2021 and December 31, 2020, respectively 3,975 3,756 February 2020 note payable to Great Harbor Capital, LLC 2,500 2,500 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 February 2020 note payable to Golisano Holdings LLC 2,500 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 $10 and $100 at September 30, 2021 and December 31, 2020, respectively 7,990 7,900 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 $16 and $164 at September 30, 2021 and December 31, 2020, respectively 4,983 4,836 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 $1 and $9 at September 30, 2021 and December 31, 2020, respectively 1,999 1,991 Macatawa Bank 15,000 15,000 Total related party debt 91,001 90,356 Senior Credit Facility with Midcap 6,551 5,293 Other Debt: May 2020 Note Payable to Fifth Third Bank, N.A. 1,674 1,674 February 2021 Note Payable to Fifth Third Bank, N.A. 1,344 - Total other debt 3,018 1,674 Total debt 100,570 97,323 Less current portion 100,188 96,847 Long-term debt $ 382 $ 476 Little Harbor 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 Note Payable to Little Harbor, LLC Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, on February 6, 2018 we entered into an agreement with Little Harbor to convert a debt repayment obligation of $ 3,267 into an unsecured promissory note (“Little Harbor Debt Repayment Note”). The note bears interest at an annual rate of 8.5 %, with the principal payable at maturity. The Little Harbor Debt Repayment Note was scheduled to mature on July 25, 2020; the maturity was subsequently extended to October 22, 2021. July 2016 Note Payable to Little Harbor, LLC On July 21, 2016, we issued an unsecured delayed draw promissory note in favor of Little Harbor (“Little Harbor Delayed Draw Note”), pursuant to which Little Harbor loaned us the full approved amount of $ 4,770 during the year ended December 31, 2016. This note bears interest at an annual rate of 8.5 %, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrant in Note 7 ). This unsecured note was scheduled to mature on January 28, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021 Little Harbor had 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 and agreed to refrain from declaring a default and/or exercising any remedies under the notes. A m 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 Note Payable to Great Harbor Capital, LLC Pursuant to a January 28, 2016 unsecured promissory note ( “January 2016 GH Note”) with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us $ 2,500 . The January 2016 GH Note bears interest at an annual rate of 8.5 %, with the principal payable in 24 monthly installments of $ 104 which payment was to commence on February 28, 2017 but was deferred to August 31, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7 ). The original maturity date of the January 2016 GH Note was January 28, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021 March 2016 Note Payable to Great Harbor Capital, LLC Pursuant to a March 21, 2016 unsecured promissory note ( “March 2016 GH Note”), GH lent us $ 7,000 . This March 2016 GH Note bears interest at an annual rate of 8.5 %, with the principal payable in 24 monthly installments of $ 292 which payment was to commence on April 21, 2017 but was deferred to August 30, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7 ). The note was scheduled to mature on March 21, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021 December 2016 Note Payable to Great Harbor Capital, LLC Pursuant to a December 31, 2016 unsecured promissory note ( “December 2016 GH Note”), GH lent us $ 2,500 . The December 2016 GH Note bears interest at an annual rate of 8.5 %, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7 ). The note was scheduled to mature on December 31, 2019, which was subsequently extended to October 22, 2021. August 2017 Note Payable to Great Harbor Capital, LLC Pursuant to an August 30, 2017 secured promissory note, GH lent us $ 3,000 ( “August 2017 GH Note”). The August 2017 GH Note bears interest at an annual rate of 8.5 %, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7 ). The note was scheduled to mature on August 29, 2020, which was subsequently extended to October 22, 2021. February 2018 Note Payable to Great Harbor Capital, LLC Pursuant to a February 6, 2018 secured promissory note, GH lent us $ 2,000 ( “February 2018 GH Note”). The note bears interest at an annual rate of 8.5 %, with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to Midcap Funding X Trust as successor-by-assignment from MidCap Financial Trust (“MidCap”). The note was scheduled to mature on February 6, 2021, which was subsequently extended to October 22, 2021. As previously reported, on February 6, 2018, the Company issued an amended and restated secured promissory note to GH (“A&R August 2017 GH Note”) replacing the prior secured promissory note issued on August 30, 2017. The amendment and restatement added a requirement that when the Company consummates any Special Asset Disposition (as defined in the February 2018 GH Note), provided that the Company has a minimum liquidity of $ 1,000 , the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the A&R August 2017 GH Note and any other note subject to the Intercreditor Agreement (defined below). The interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on August 30, 2017; however, the maturity date had been extended to October 22, 2021. Furthermore, as a result of notes issued on February 6, 2018, by GH and Golisano Holdings LLC (“Golisano LLC”), GH and Golisano LLC entered into an “Intercreditor Agreement” where they agreed that each of the February 2018 GH Note, A&R August 2017 GH Note, and the Golisano LLC February 2018 Note (as defined below) are pari passu as to repayment, security and otherwise and are equally and ratably secured. July 2018 Note Payable to Great Harbor Capital, LLC Pursuant to a July 27, 2018 secured promissory note, GH loaned the Company $ 5,000 ( "July 2018 GH Note"). The July 2018 GH Note bears interest at an annual rate of 8.5 %, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning September 1, 2018. The principal of the July 2018 GH Note was payable at maturity on January 27, 2020. The July 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7 ). In July 2019 , the Company and GH amended this note to extend the maturity date to October 22, 2021. The July 2018 GH Note is subordinate to the indebtedness owed to MidCap. The July 2018 GH Note is senior to the indebtedness owed to Little Harbor and Golisano LLC. November 2018 Note Payable to Great Harbor Capital, LLC Pursuant to a November 5, 2018 secured promissory note, GH loaned the Company $ 4,000 ( "November 2018 GH Note"). The November 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5 % per year and is payable monthly on the first day of each month, beginning December 1, 2018. The principal of the November 2018 GH Note was payable at maturity on November 5, 2020. The November 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7 ). In July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021. February 2020 Note Payable to Great Harbor Capital, LLC Pursuant to a February 2020 unsecured promissory note ( “February 2020 GH Note”), an affiliate of a member of our Board of Directors, GH lent us $ 2,500 . The February 2020 GH Note bears interest at an annual rate of 8 %, with the principal payable at the maturity of October 22, 2021 . GH had 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 and agreed to refrain from declaring a default and/or exercising any remedies under the notes. A m To date, GH has not exercised any of its remedies available upon a default. Golisano Holdings LLC Mr. B. Thomas Golisano, a member of the Company’s Board of Directors is a principal of Golisano LLC. November 2014 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.) On November 13, 2014, we raised proceeds of $ 8,000 , less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The managing director of Penta, an institutional investor, is also a director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano LLC acquired this note payable from Penta (“First Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of 12 % per year from the date of issuance to March 8, 2017, and decreased to 8 % per year thereafter, payable monthly. The Company and Golisano LLC amended this note to extend the maturity from November 5, 2020 to October 22, 2021. We issued a warrant to Penta to purchase 4,960,740 shares of the Company’s common stock in connection with this loan . January 2015 Note Payable to Golisano Holdings LLC (formerly payable to JL-Mezz Utah, LLC-f/k/a JL-BBNC Mezz Utah, LLC) On January 22, 2015, we raised proceeds of $ 5,000 , less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL-US”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL-US a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano LLC acquired this note payable from JL-US. Interest on the outstanding principal accrued at a rate of 12 % per year from the date of issuance to March 8, 2017, and decreased to 8 % per year thereafter, payable monthly (“Golisano JL-US Note”). The note matured on October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to JL-US to purchase 2,329,400 shares of the Company’s common stock on January 22, 2015 and 434,809 shares of the Company’s common stock on February 4, 2015 . The 434,809 warrants expired unexercised on February 13, 2020. February 2015 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.) On February 6, 2015, we raised proceeds of $ 2,000 , less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. On March 8, 2017, Golisano LLC acquired this note payable from Penta (“Second Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of 12 % per year from the date of issuance to March 8, 2017, and decreased to 8 % per year thereafter, payable monthly. The note matured on October 22, 2021 . On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase 869,618 shares of the Company’s common stock in connection with this loan . January 2016 Note Payable to Golisano Holdings LLC Pursuant to a January 28, 2016 unsecured promissory note with Golisano LLC (“Golisano LLC January 2016 Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us $ 2,500 . The note was scheduled to mature on January 28, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021 This note bears interest at an annual rate of 8.5 %. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7 ). March 2016 Note Payable to Golisano Holdings LLC Pursuant to a March 21, 2016 unsecured promissory note, Golisano LLC lent us $ 7,000 (“Golisano LLC March 2016 Note”). The note was scheduled to mature on March 21, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021. This note bears interest at an annual rate of 8.5 %. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7 ). July 2016 Note Payable to Golisano Holdings LLC On July 21, 2016, we issued an unsecured delayed draw promissory note in favor of Golisano LLC pursuant to which Golisano LLC may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $ 4,770 (the “Golisano LLC July 2016 Note”). During the year ended December 31, 2016, we requested and Golisano LLC approved, draws totaling $ 4,770 . The Golisano LLC July 2016 Note was scheduled to mature on January 28, 2019, which was subsequently Interest on the outstanding principal accrues at a rate of 8.5 % per year. The principal of the Golisano LLC July 2016 Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7 ). December 2016 Note Payable to Golisano Holdings LLC Pursuant to a December 31, 2016 unsecured promissory note, as amended and restated, Golisano LLC lent us $ 2,500 (“Golisano LLC December 2016 Note”). The note bears interest at an annual rate of 8.5 %, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7 ). The note was scheduled to mature on December 30, 2019, which was subsequently extended to March 2017 Note Payable to Golisano Holdings LLC Pursuant to a March 14, 2017 unsecured promissory note, as amended and restated, Golisano LLC lent us $ 3,267 (“Golisano LLC March 2017 Note”). The note bears interest at an annual rate of 8.5 %, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7 ). The note was scheduled to mature on December 30, 2019, which was subsequently extended to October 22, 2021. February 2018 Note Payable to Golisano Holdings LLC Pursuant to a February 6, 2018 secured promissory note, Golisano LLC lent us $ 2,000 (“Golisano LLC February 2018 Note”). The note bears interest at an annual rate of 8.5 %, with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap. The note was scheduled to mature on February 6, 2021, which was subsequently extended to October 22, 2021. February 2020 Note Payable to Golisano Holdings LLC Pursuant to a February 2020 unsecured promissory note (“Golisano LLC February 2020 Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us $ 2,500 . The Golisano LLC February 2020 Note bears interest at an annual rate of 8 %, with the principal payable at the maturity date of October 22, 2021 . Golisano LLC had 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 and agreed to refrain from declaring a default and/or exercising any remedies under the notes. A m To date, Golisano LLC has not exercised any of its remedies available upon a default. 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 Partners, LLC ( “463IP” ). Furthermore, Mr. Van Andel, through his interest in a trust, holds an indirect limited partnership interest in White Bay Capital, LLLP, which has an ownership interest of greater than 10 % in Macatawa. On December 4, 2018, the Company entered into a Term Loan Note and Agreement (the "Term Loan") in favor of Macatawa. Pursuant to the Term Loan, Macatawa loaned the Company $ 15,000 . The Term Loan was scheduled to mature on November 30, 2020; however, in September 2020, the Company and Macatawa amended the Term Loan to extend the maturity date to November 30, 2022. The Term Loan accrues interest at the interest rate equivalent to the one -month LIBOR Rate plus 1.00 % (the interest rate will not be less than 2.50%; the rate was 2.50 % as of September 30, 2021). After the maturity date or upon the occurrence or continuation of an event of default, the unpaid principal balance shall bear interest at the interest rate of the note plus 3.00 %. The note is secured by the Limited Guaranty, defined below, and is subordinate to the indebtedness owed to MidCap. In connection with the Term Loan, 463IP has entered into a limited guaranty, dated as of December 4, 2018, in favor of Macatawa (the "Limited Guaranty") pursuant to which it has agreed to guarantee payment under the Term Loan and any and all renewals of the Term Loan and all interest accrued on such indebtedness limited to $15,000 plus any accrued interest. Senior Credit Facility with Midcap On January 22, 2015, we entered into a three-year $ 15,000 revolving credit facility (the “Senior Credit Facility”) pursuant to a credit and security agreement, based on our accounts receivable and inventory, which could be increased to up to $ 20,000 upon satisfaction of certain conditions, with MidCap. MidCap subsequently assigned the agreement to an affiliate, Midcap Funding X Trust. On September 2, 2016, we entered into an amendment with Midcap to increase the Senior Credit Facility to $ 17,000 and extend our facility an additional 12 months. We granted MidCap a first priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the Senior Credit Facility. We are required to pay Midcap an unused line fee of 0.50 % per annum, a collateral management fee of 1.20 % per month and interest of LIBOR plus 5 % per annum, which was 5 % per annum as of September 30, 2021. We issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 7 ). On January 22, 2019, we entered into Amendment Sixteen to the Credit and Security Agreement (the "MidCap Sixteenth Amendment"). The MidCap Sixteenth Amendment reduced the revolving credit facility amount from a total of $17,000 to a total of $ 5,000 and extended the expiration date from January 22, 2019 to April 22, 2019 . On February 13, 2019, MidCap informed the Company that MidCap had re-assigned all of its rights, powers, privileges and duties as “Agent” under the Credit and Security Agreement, as well as all of its right, title and interest in and to the revolving loans made under the facility from Midcap Funding X Trust to MidCap IV Funding. On April 22, 2019, we entered into Amendment Seventeen to the Credit and Security Agreement (the "MidCap Seventeenth Amendment"), which effectively increased the revolving credit facility amount to $ 12,000 and renewed the Senior Credit Facility for an additional two years April 22, 2021. On April 22, 2021, we entered into Amendment Eighteen to the Credit and Security Agreement (the "MidCap Eighteenth Amendment"), which effectively updated the unused line fee to 0.375 % per annum, updated the interest rates to 3.75 % per annum, and renewed the Senior Credit Facility for an additional three years April 22, 2024. We have incurred loan fees totaling $ 540 relating to the Senior Credit Facility and the subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility. The balance owed on the Senior Credit Facility was $ 6,551 as of September 30, 2021. Other Debt May 2020 Note Payable to Fifth Third Bank N.A. On May 7, 2020, Twinlab Consolidated Corporation ("TCC"), the operating subsidiary of the Company, received the proceeds of a loan from Fifth Third Bank, National Association ("Fifth Third Bank") in the amount of $ 1,674 obtained under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 ( the "PPP Loan”). The PPP Loan, evidenced by a promissory note dated May 5, 2020 ( the “PPP Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments that were due to begin December 1, 2020; however, the Company is applying for debt forgiveness for this loan, but no assurance can be provided that the forgiveness of any portion of the PPP Loan will be obtained. TCC may prepay 20% or less of the principal balance of the PPP Note at any time without notice. TCC used the proceeds of the PPP Loan for payroll, office rent, and utilities which allows the Company to seek forgiveness for this loan. February 2021 Note Payable to Fifth Third Bank N.A. On February 9, 2021, TCC, the operating subsidiary of the Company, received the proceeds of a second loan from Fifth Third Bank, in the amount of $ 1,344 obtained under the Paycheck Protection Program. The PPP Loan, evidenced by a promissory note dated February 5, 2021 ( the “Second PPP Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments that were due to begin September 1, 2021; however, the Company is applying for debt forgiveness for this loan, but no assurance can be provided that the forgiveness of any portion of the PPP Loan will be obtained. TCC may prepay 20 or less of the principal balance of the Second PPP Note at any time without notice. TCC used the proceeds of the PPP Loan for payroll, which allows the Company to seek forgiveness for this loan. Financial Covenants Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. As of September 30, 2021, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is $ 6,551 as of September 30, 2021. |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Registration Rights Agreements | Note 7 – Warrants and Registration Rights Agreements The following table presents a summary of the status of our issued warrants as of September 30, 2021, and changes during the nine months then ended: Weighted Average Shares Underlying Exercise Warrants Price Outstanding, December 31, 2020 6,034,702 $ 0.07 Granted - - Canceled / Expired (500,000 ) - Exercised (1,034,702 ) - Outstanding, September 30, 2021 4,500,000 $ 0.01 Midcap Warrant The line of credit agreement with MidCap described in Note 6 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 April 22, 2019, subsequent to entering into the MidCap Seventeenth Amendment, the Company issued a warrant to MidCap exercisable for up to 500,000 shares of Company common stock at an exercise price of $ 0.76 per share. The Company has reserved 500,000 shares of Company common stock for issuance. The warrant expired on April 22, 2021 and was not reissued. GH Warrants In connection with the July 2018 GH Note, we issued GH a warrant to purchase an aggregate of 2,500,000 shares of the Company’s common stock at an exercise price of $ 0.01 per share (the "July 2018 GH Warrant"). The Company has reserved 2,500,000 shares of the Company’s common stock for issuance under the July 2018 GH Warrant. The July 2018 GH Warrant expires on July 27, 2024. The July 2018 GH Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split, combination of shares, merger or consolidation. The Company estimated the value of the warrant using the Black-Scholes option pricing model and recorded a debt discount of $ 1,479 , which is being amortized over the term of the July 2018 GH Note. In connection with the November 2018 GH Note, we issued GH a warrant to purchase an aggregate of 2,000,000 shares of the Company’s common stock at an exercise price of $ 0.01 per share (the "November 2018 GH Warrant"). The Company has reserved 2,000,000 shares of the Company’s common stock for issuance under the November 2018 GH Warrant. The November 2018 GH Warrant expires on November 5, 2024. The November 2018 GH Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split, combination of shares, merger or consolidation. The Company estimated the value of the warrant using the Black-Scholes option pricing model and recorded a debt discount of $ 1,214 which is being amortized over the term of the November 2018 GH Note. Warrants Issued into Escrow At September 30, 2021, there were 21,730,287 outstanding warrants held in escrow (“Escrow Warrants”). These Escrow Warrants are held in escrow and are not exercisable unless the Company defaults on the related debt. While the related debt is currently in default (see Note 6), warrants are not expected to be exercised as the related debt is expected to be amended which will remedy the current default debt. These Escrow Warrants are as follows: Golisano Escrow Warrants In connection with the Golisano LLC January 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $ 0.01 per share (the “January 2016 Golisano Warrant”). The January 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of January 28, 2019 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) 1,136,363 shares of the Company’s common stock for issuance under the January 2016 Golisano Warrant. The January 2016 Golisano Warrant, if exercisable, expires on February 28, 2022. The January 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with the Golisano LLC March 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $ 0.01 per share (the “March 2016 Golisano Warrant”). The March 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of March 21, 2019 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 Golisano Warrant. The March 2016 Golisano Warrant, if exercisable, expires on March 21, 2022. The March 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with the Golisano LLC July 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 2,168,178 shares of the Company’s common stock, at an exercise price of $ 0.01 per share (the “Golisano July 2016 Warrant”). The Golisano July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC July 2016 Note and any accrued and unpaid interest thereon as of July 21, 2019 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC July 2016 Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Golisano July 2016 Warrant. The Golisano July 2016 Warrant, if exercisable, expires on July 21, 2022. The Golisano July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with the Golisano LLC December 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock, at an exercise price of $ 0.01 per share (the “Golisano December 2016 Warrant”). The Golisano December 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC December 2016 Note and any accrued and unpaid interest thereon as of December 31, 2019, ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC December 2016 Note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the Golisano December 2016 Warrant. The Golisano December 2016 Warrant, if exercisable, expires on December 30, 2022. The Golisano December 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with the Golisano LLC March 2017 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,484,847 shares of the Company’s common stock, at an exercise price of $ 0.01 per share (the “Golisano March 2017 Warrant”). The Golisano March 2017 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC March 2017 Note and any accrued and unpaid interest thereon as of December 31, 2019 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC March 2017 Note). We have reserved 1,484,847 shares of the Company’s common stock for issuance under the Golisano March 2017 Warrant. The Golisano March 2017 Warrant, if exercisable, expires on March 14, 2023. The Golisano March 2017 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with the Golisano LLC February 2018 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,818,182 shares of the Company’s common stock at an exercise price of $ 0.01 per share (the "Golisano 2018 Warrant"). The Golisano 2018 Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC February 2018 Note and any accrued and unpaid interest thereon as of February 6, 2021, ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an acceleration notice. The Company has reserved 1,818,182 shares of the Company’s common stock for issuance under the Golisano 2018 Warrant. The Golisano 2018 Warrant expires on February 6, 2024. We previously entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015 ( the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of the Company’s common stock. The shares of common stock issuable pursuant to the above Golisano LLC warrants are also entitled to the benefits of the Registration Rights Agreement. GH Escrow Warrants In connection with a January 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $ 0.01 per share (the “January 2016 GH Warrant”). The January 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the January 2016 GH Note and any accrued and unpaid interest thereon as of January 28, 2019 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the January 2016 GH Note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 GH Warrant. The January 2016 GH Warrant, if exercisable, expires on February 28, 2022. The January 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with a March 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $ 0.01 per share (the “March 2016 GH Warrant”). The March 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the March 2016 GH Note and any accrued and unpaid interest thereon as of March 21, 2019 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the March 2016 GH Note). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 GH Warrant. The March 2016 GH Warrant, if exercisable, expires on March 21, 2022. The March 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with the December 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock, at an exercise price of $ 0.01 per share (the “December 2016 GH Warrant”). The December 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the December 2016 GH Note and any accrued and unpaid interest thereon as of December 31, 2019 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the December 2016 GH Note). We have reserved 1,136,363 shares of common stock for issuance under the December 2016 GH Warrant. The December 2016 GH Warrant, if exercisable, expires on December 30, 2022. The December 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with the August 2017 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,363,636 shares of the Company’s common stock, at an exercise price of $ 0.01 per share (the “August 2017 GH Warrant”). The August 2017 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the August 2017 GH Note and any accrued and unpaid interest thereon as of August 29, 2020 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the August 2017 GH Note). We have reserved 1,363,636 shares of common stock for issuance under the August 2017 GH Warrant. The August 2017 GH Warrant, if exercisable, expires on August 30, 2023. The August 2017 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In connection with the February 2018 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,818,182 shares of the Company’s common stock at an exercise price of $ 0.01 per share (the "February 2018 GH Warrant"). The February 2018 GH Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay GH the entire unamortized principal amount of the note and any accrued and unpaid interest thereon as of February 6, 2021, ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an acceleration notice. The Company has reserved 1,818,182 shares of the Company’s common stock for issuance under the February 2018 GH Warrant. The February 2018 GH Warrant expires on February 6, 2024. Little Harbor Escrow Warrant The Little Harbor Delayed Draw Note required that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 shares of common stock at an exercise price of $ 0.01 per share (the “Little Harbor July 2016 Warrant”). The Little Harbor July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor Delayed Draw Note and any accrued and unpaid interest thereon as of January 28, 2019 ( which had been extended to October 22, 2021. The company is working on extend further. – See Note 6 ) or such earlier date as is required pursuant to an acceleration notice (as defined in the Little Harbor Delayed Draw Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Little Harbor July 2016 Warrant. The Little Harbor July 2016 Warrant, if exercisable, expires on July 21, 2022. The Little Harbor July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor July 2016 Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor July 2016 Warrant. |
Note 8 - Leases
Note 8 - Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 8 – Leases The Company leases office space under non-cancelable operating leases with lease terms ranging from 1 to 7 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term. Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional 2 to 5 years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options. The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. In August 2021, the Company amended one of its lease agreements for office space to expand into an additional 1,533 square feet commencing on September 1, 2021, for a pe riod of 2 years and 1 month , ending in October 2023. The base annual rent is $ plus applicable sales taxes. For the three months and nine months ended September 30, 2021 , the Company incurred $ 244 and $ 675 , respectively, of lease expense on the condensed consolidated statements of operations in relation to these operating leases, of which $ 81 and $ 244 was variable rent expense associated with capitalized operating leases and not included within the measurement of the Company's operating right-of-use assets and lease liabilities. The variable rent expense consists primarily of the Company's proportionate share of operating expenses, property taxes and insurance, and it is classified as lease expense due to the Company's election to not separate lease and non-lease components. As of September 30, 2021, the maturities of the Company’s lease liabilities were as follows: 2021 (excluding the nine months ended September 30, 2021) $ 366 2022 1,505 2023 1,534 2024 1,524 2025 1,566 Thereafter 1,455 Total lease payments 7,950 Less: imputed interest (1,478 ) Present value of lease liabilities $ 6,472 Included below is other information regarding leases for the periods noted below. Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Sublease income $ 196 $ 582 Cash paid for operating leases $ 355 $ 1,013 Weighted average remaining lease term (years) - operating leases 5.1 5.1 Weighted average discount rate – operating leases 8.25 % 8.25 % |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 9 – Stockholders ’ Deficit Preferred Stock The Company has authorized 500,000,000 shares of preferred stock with a par value of $ 0.001 per share. No shares of the preferred stock have been issued. Twinlab Consolidation Corporation 2013 Stock Incentive Plan The Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”) was originally established with a pool of 20,000,000 shares of common stock for issuance as incentive awards to employees for the purposes of attracting and retaining qualified employees. The Company estimated the grant date fair market value per share of the restricted stock units and amortized the total estimated grant date value over the vesting periods. The restricted stock unit awards vested 25 % each annually on various dates through 2019. There were no outstanding or unvested restricted stock units at December 31, 2020 or September 30, 2021. As of September 30, 2021, 7,194,412 shares remain available for use in the TCC Plan. Stock Subscription Receivable and Loss on Stock Price Guarantee As of September 30, 2021, the stock subscription receivable dated August 1, 2014 for the purchase of 1,528,384 shares of the Company’s common stock had a principal balance of $ 30 and bears interest at an annual rate of 5 %. |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 10 – SUBSEQUENT EVENTS SUBLEASES On October 1, 2021, the Company entered into a sublease agreement for 13,111 square feet of office space within the same building of our current office in Boca Raton, Florida. Occupancy of the property commenced on October 1, 2021 and concludes on February 28, 2026, with total rent to be collected over this period of $918,484. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S- X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10 -K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2021. These interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the periods presented. All amounts and disclosures set forth in this Quarterly Report on Form 10 -Q reflect adoption of these changes. |
Principles of Consolidation | 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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with 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. |
Contract Liabilities | 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: September 30, 2021 December 31, 2020 Contract Liabilities - Customer Deposits $ 4,604 $ 3,874 Contract Liabilities - Guaranteed Returns 56 60 $ 4,660 $ 3,934 |
Disaggregation of Revenue | Disaggregation of Revenue Revenue is disaggregated from contracts with customers by goods or services as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below. Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Product Sales $ 18,106 $ 18,291 Fulfillment Services 166 80 $ 18,272 $ 18,371 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Product Sales $ 55,200 $ 46,817 Fulfillment Services 641 195 $ 55,841 $ 47,012 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 – inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. The Company did not have any financial instruments that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020 . |
Accounts Receivable and Allowances | Accounts Receivable and Allowances We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of September 30, 2021 , total allowances amounted to $ 1,419 , of which $ 536 was related to doubtful accounts receivable. As of December 31, 2020 , total allowances amounted to $ 2,101 , of which $ 1,127 was related to doubtful accounts receivable. |
Net Loss per Common Share | Net Loss per Common Share Basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (“Diluted EPS”) is computed by dividing net 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 loss per share, if the effects are dilutive, companies are required to add back to net 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 loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows: Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) $ (1,188 ) $ (1,852 ) $ 277 $ (8,378 ) Effect of dilutive securities on net income (loss): Common stock warrants - (178 ) - (35 ) Total net income (loss) for purpose of calculating diluted net income (loss) per common share $ (1,188 ) $ (2,030 ) $ 277 $ (8,413 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net income (loss) per common share 259,092,833 258,058,131 258,751,722 257,345,636 Weighted-average effect of dilutive securities: Common stock warrants - 1,028,590 - 3,141,018 Total shares for purpose of calculating diluted net income (loss) per common share 259,092,833 259,086,721 258,751,722 260,486,654 Net income (loss) per common share: Basic $ 0.00 $ (0.01 ) $ 0.00 $ (0.03 ) Diluted $ 0.00 $ (0.01 ) $ 0.00 $ (0.03 ) |
Significant Concentration of Credit Risk | Significant Concentration of Credit Risk Sales to our top three customers aggregated to approximately 24 % and 27 % of total sales for the three months ended September 30, 2021 and 2020, respectively, and 28 % and 24 % of total sales for the nine months ended September 30, 2021 and 2020, respectively. Sales to one of those customers were approximately 13 % and 15 % of total sales for the three months ended September 30, 2021 and 2020, respectively, and 12 % and 9 % of total sales for the nine months ended September 30, 2021 and 2020, respectively. Accounts receivable from the top three customers were approximately 35 % and 21 % of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively. A single customer represents 5 % and 10 % of total accounts receivable as of September 30, 2021 and December 31, 2020 , respectively. This customer is a related party through a director who sits on both the Company’s Board of Directors and that of the customer. |
Leases | Leases The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases. 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 include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees. |
New and Recently Adopted Accounting Pronouncements | New and Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016 - 13, Financial Instruments-Credit losses (Topic 326 ): Measurement of Credit losses on Financial Instruments . ASU 2016 - 13 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our status as a smaller reporting company allows us to defer adoption until the annual period, including interim periods within the annual period, beginning January 1, 2023. Management is currently evaluating the requirements of this guidance and has not yet determined the impact of the adoption on the Company's financial position or results from opera tions. |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of contract liabilities | September 30, 2021 December 31, 2020 Contract Liabilities - Customer Deposits $ 4,604 $ 3,874 Contract Liabilities - Guaranteed Returns 56 60 $ 4,660 $ 3,934 |
Schedule of disaggregation of revenue | Three Months Ended September 30, 2021 Three Months Ended September 30, 2020 Product Sales $ 18,106 $ 18,291 Fulfillment Services 166 80 $ 18,272 $ 18,371 Nine Months Ended September 30, 2021 Nine Months Ended September 30, 2020 Product Sales $ 55,200 $ 46,817 Fulfillment Services 641 195 $ 55,841 $ 47,012 |
Schedule of computation of basic and diluted net loss per share | Three Months Ended September 30, Nine Months Ended September 30, 2021 2020 2021 2020 Numerator: Net income (loss) $ (1,188 ) $ (1,852 ) $ 277 $ (8,378 ) Effect of dilutive securities on net income (loss): Common stock warrants - (178 ) - (35 ) Total net income (loss) for purpose of calculating diluted net income (loss) per common share $ (1,188 ) $ (2,030 ) $ 277 $ (8,413 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net income (loss) per common share 259,092,833 258,058,131 258,751,722 257,345,636 Weighted-average effect of dilutive securities: Common stock warrants - 1,028,590 - 3,141,018 Total shares for purpose of calculating diluted net income (loss) per common share 259,092,833 259,086,721 258,751,722 260,486,654 Net income (loss) per common share: Basic $ 0.00 $ (0.01 ) $ 0.00 $ (0.03 ) Diluted $ 0.00 $ (0.01 ) $ 0.00 $ (0.03 ) |
Note 3 - Inventories, net (Tabl
Note 3 - Inventories, net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories, net | September 30, 2021 December 31, 2020 Raw materials $ 5,745 $ 2,053 Finished goods 5,571 5,994 11,316 8,047 Reserve for obsolete inventory (745 ) (1,746 ) Inventories, net $ 10,571 $ 6,301 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property and equipment, net | September 30, 2021 December 31, 2020 Machinery and equipment $ 36 $ 36 Leasehold improvements 118 20 Computers and other 137 88 291 144 Accumulated depreciation and amortization (148 ) (79 ) Property and equipment, net $ 143 $ 65 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | September 30, 2021 December 31, 2020 Trademarks $ 3,459 $ 3,459 Indefinite-lived intangible assets 1,400 1,400 Customer relationships 8,663 8,663 13,522 13,522 Accumulated amortization (10,552 ) (10,269 ) Intangible assets, net $ 2,970 $ 3,253 Trademarks are amortized over periods ranging from to years and customer relationships are amortized over periods ranging from to years. Amortization expense was $ and $ for the three months ended September 30, 2021, and , respectively, and was $ and $ for the nine months ended September 30, 2021 , respectively. |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of debt | September 30, December 31, 2021 2020 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 $20 and $201 at September 30, 2021 and December 31, 2020, respectively 4,980 4,799 November 2018 note payable to Great Harbor Capital, LLC, net of discount of $24 and $244 at September 30, 2021 and December 31, 2020, respectively 3,975 3,756 February 2020 note payable to Great Harbor Capital, LLC 2,500 2,500 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 February 2020 note payable to Golisano Holdings LLC 2,500 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 $10 and $100 at September 30, 2021 and December 31, 2020, respectively 7,990 7,900 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 $16 and $164 at September 30, 2021 and December 31, 2020, respectively 4,983 4,836 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 $1 and $9 at September 30, 2021 and December 31, 2020, respectively 1,999 1,991 Macatawa Bank 15,000 15,000 Total related party debt 91,001 90,356 Senior Credit Facility with Midcap 6,551 5,293 Other Debt: May 2020 Note Payable to Fifth Third Bank, N.A. 1,674 1,674 February 2021 Note Payable to Fifth Third Bank, N.A. 1,344 - Total other debt 3,018 1,674 Total debt 100,570 97,323 Less current portion 100,188 96,847 Long-term debt $ 382 $ 476 |
Note 7 - Warrants and Registr_2
Note 7 - Warrants and Registration Rights Agreements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of warrants | Weighted Average Shares Underlying Exercise Warrants Price Outstanding, December 31, 2020 6,034,702 $ 0.07 Granted - - Canceled / Expired (500,000 ) - Exercised (1,034,702 ) - Outstanding, September 30, 2021 4,500,000 $ 0.01 |
Note 8 - Leases (Tables)
Note 8 - Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of maturities of lease liabilities | 2021 (excluding the nine months ended September 30, 2021) $ 366 2022 1,505 2023 1,534 2024 1,524 2025 1,566 Thereafter 1,455 Total lease payments 7,950 Less: imputed interest (1,478 ) Present value of lease liabilities $ 6,472 |
Schedule of other information regarding leases | Three Months Ended September 30, 2021 Nine Months Ended September 30, 2021 Sublease income $ 196 $ 582 Cash paid for operating leases $ 355 $ 1,013 Weighted average remaining lease term (years) - operating leases 5.1 5.1 Weighted average discount rate – operating leases 8.25 % 8.25 % |
Note 1 - Nature of Business (De
Note 1 - Nature of Business (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (332,985) | $ (333,262) |
Working Capital Deficiency | 115,512 | |
Long-term Debt, Current Maturities, Total | $ 100,188 | $ 96,847 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($)customer | Sep. 30, 2020customer | Sep. 30, 2021USD ($)customer | Sep. 30, 2020customer | Dec. 31, 2020USD ($)customer | |
Revenue, Major Customer [Line Items] | |||||
Accounts Receivable, Allowance for Credit Loss, Current | $ | $ 1,419 | $ 1,419 | $ 2,101 | ||
Allowance for Accounts Receivable, Current, Doubtful Accounts | $ | $ 536 | $ 536 | $ 1,127 | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Top Three Customers [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Number of Major Customers | 3 | 3 | 3 | 3 | |
Concentration Risk, Percentage | 24.00% | 27.00% | 28.00% | 24.00% | |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One of Top Three Customers [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Number of Major Customers | 1 | 1 | 1 | 1 | |
Concentration Risk, Percentage | 13.00% | 15.00% | 12.00% | 9.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Top Three Customers [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Number of Major Customers | 3 | 3 | |||
Concentration Risk, Percentage | 35.00% | 21.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One of Top Three Customers [Member] | |||||
Revenue, Major Customer [Line Items] | |||||
Number of Major Customers | 1 | 1 | |||
Concentration Risk, Percentage | 5.00% | 10.00% |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Contract Liabilities - Customer Deposits | $ 4,604 | $ 3,874 |
Contract Liabilities - Guaranteed Returns | 56 | 60 |
Contract Liabilities | $ 4,660 | $ 3,934 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 18,272 | $ 18,371 | $ 55,841 | $ 47,012 |
Product Sales [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 18,106 | 18,291 | 55,200 | 46,817 |
Fulfillment Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 166 | $ 80 | $ 641 | $ 195 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Accounting Policies [Abstract] | ||||||||
Net Income (Loss) Attributable to Parent | $ (1,188) | $ 1,082 | $ 383 | $ (1,852) | $ (1,362) | $ (5,164) | $ 277 | $ (8,378) |
Effect of dilutive securities on net income (loss): Common stock warrants | 0 | (178) | 0 | (35) | ||||
Total net income (loss) for purpose of calculating diluted net income (loss) per common share | $ (1,188) | $ (2,030) | $ 277 | $ (8,413) | ||||
Number of shares used in per common share calculations: | ||||||||
Weighted Average Number of Shares Outstanding, Basic | 259,092,833 | 258,058,131 | 258,751,722 | 257,345,636 | ||||
Weighted-average effect of dilutive securities: Common stock warrants (in shares) | 0 | 1,028,590 | 0 | 3,141,018 | ||||
Total shares for purpose of calculating diluted net income (loss) per common share (in shares) | 259,092,833 | 259,086,721 | 258,751,722 | 260,486,654 | ||||
Net income (loss) per common share: | ||||||||
Basic (in dollars per share) | $ 0 | $ (0.01) | $ 0 | $ (0.03) | ||||
Diluted (in dollars per share) | $ 0 | $ (0.01) | $ 0 | $ (0.03) |
Note 3 - Inventories, net (Deta
Note 3 - Inventories, net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,745 | $ 2,053 |
Finished goods | 5,571 | 5,994 |
Inventory, Gross, Total | 11,316 | 8,047 |
Reserve for obsolete inventory | (745) | (1,746) |
Inventories, net | $ 10,571 | $ 6,301 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property and Equipment, Net | ||
Property, plant and equipment | $ 291 | $ 144 |
Accumulated depreciation and amortization | (148) | (79) |
Property and equipment, net | 143 | 65 |
Machinery and equipment [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | 36 | 36 |
Leasehold improvements [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | 118 | 20 |
Computers and Other [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | $ 137 | $ 88 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 55 | $ 9 | $ 69 | $ 28 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Amortization of Intangible Assets, Total | $ 94 | $ 277 | $ 283 | $ 832 |
Minimum [Member] | Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | |||
Minimum [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | |||
Maximum [Member] | Trademarks [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 30 years | |||
Maximum [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 16 years |
Note 5 - Intangible Assets - Su
Note 5 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 1,400 | $ 1,400 |
Intangible assets, gross | 13,522 | 13,522 |
Accumulated amortization | (10,552) | (10,269) |
Intangible assets, net | 2,970 | 3,253 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 3,459 | 3,459 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 8,663 | $ 8,663 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) $ in Thousands | Apr. 22, 2021 | Feb. 09, 2021 | Feb. 05, 2021 | May 07, 2020 | May 05, 2020 | Apr. 22, 2019 | Jan. 22, 2019 | Dec. 04, 2018 | Jul. 27, 2018 | Sep. 02, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Jan. 22, 2015 | Nov. 13, 2014 | Sep. 30, 2021 | Dec. 31, 2020 | Feb. 29, 2020 | Jan. 28, 2019 | Nov. 05, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 18, 2017 | Mar. 14, 2017 | Mar. 08, 2017 | Dec. 31, 2016 | Jul. 21, 2016 | Feb. 06, 2015 | Feb. 04, 2015 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term Debt, Total | $ 100,570 | $ 97,323 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,500,000 | 6,034,702 | ||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.00% | |||||||||||||||||||||||||||
Debt Instrument, Term (Year) | 3 years | 3 years | ||||||||||||||||||||||||||
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 | |||||||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 540 | |||||||||||||||||||||||||||
Long-term Line of Credit, Total | 6,551 | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 22, 2019 | |||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | |||||||||||||||||||||||||||
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,000 | $ 3,000 | ||||||||||||||||||||||||||
Minimum Liquidity | $ 1,000 | |||||||||||||||||||||||||||
Paycheck Protection Program CARES Act [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% | ||||||||||||||||||||||||||
Debt Instrument, Term (Year) | 2 years | 2 years | ||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 1,344 | $ 1,674 | ||||||||||||||||||||||||||
Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | |||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 8.00% | 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 | |||||||||||||||||||||||||
Number of Warrants Expired | 434,809 | |||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015[Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 869,618 | |||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 7,000 | $ 2,500 | $ 2,000 | $ 3,000 | $ 2,500 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | 292 | $ 104 | ||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
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 [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | |||||||||||||||||||||||||||
Great Harbour Note 4 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,000 | |||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | February 2020 GH Note [Member] | Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 7,000 | $ 2,500 | $ 3,267 | $ 2,500 | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | Golisano LLC February 2020 Note [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
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 [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | |||||||||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Secured Debt [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | 8.50% | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | |||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
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, 2022 | |||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.50% |
Note 6 - Debt - Summary of Debt
Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 100,570 | $ 97,323 |
Less current portion | 100,188 | 96,847 |
Long-term debt | 382 | 476 |
Related Party July 2014 Note Payable to Little Harbor, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,267 | 3,267 |
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,770 | 4,770 |
Related-Party Debt January 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt March 2016 Note Payable to Great Harbor Capital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7,000 | 7,000 |
Related-Party Debt December 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,000 | 3,000 |
Related Party February 2018 Note Payable to Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,000 | 2,000 |
Related Party July 2018 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,980 | 4,799 |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,975 | 3,756 |
Related Party February 2020 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt January 2016 Note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7,000 | 7,000 |
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,770 | 4,770 |
Related Part Debt December 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-party Debt March 2017 Note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,267 | 3,267 |
Related Party February 2018 Note Payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,000 | 2,000 |
Related Party February 2020 Note Payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7,990 | 7,900 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,983 | 4,836 |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,999 | 1,991 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 15,000 | 15,000 |
Related Party Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 91,001 | 90,356 |
Senior Credit Facility With Midcap [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 6,551 | 5,293 |
May 2020 Note Payable to Fifth Third Bank, N.A. [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,674 | 1,674 |
February 2021 Note Payable to Fifth Third Bank, N.A. [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,344 | 0 |
Debt Other Than Related Party Debt and Credit Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 3,018 | $ 1,674 |
Note 6 - Debt - Summary of De_2
Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Nov. 05, 2018 |
Related Party July 2018 Note Payable To Great Harbor LLC [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, unamortized discount | $ 20 | $ 201 | |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, unamortized discount | 24 | 244 | $ 1,214 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, unamortized discount | 10 | 100 | |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, unamortized discount | 16 | 164 | |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, unamortized discount | $ 1 | $ 9 |
Note 7 - Warrants and Registr_3
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 | Apr. 22, 2019 | Nov. 05, 2018 | Jul. 31, 2018 | Feb. 28, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2016 | Mar. 21, 2016 | Jan. 28, 2016 |
Class of Warrant or Right [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,500,000 | 6,034,702 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.07 | |||||||||||
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 24 | $ 244 | $ 1,214 | ||||||||||
July 2018 GH Warrant [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 | |||||||||||
Escrow Warrants [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding (in shares) | 21,730,287 | ||||||||||||
January 2016 Golisano Warrant [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 [Line Items] | |||||||||||||
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 | ||||||||||||
Midcap Funding X Trust [Member] | |||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.76 | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 500,000 |
Note 7 - Warrants and Registr_4
Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Warrants and Rights Note Disclosure [Abstract] | |
Outstanding, beginning balance (in shares) | shares | 6,034,702 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.07 |
Granted (in shares) | shares | 0 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Canceled / Expired (in shares) | shares | (500,000) |
Canceled / expired, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Exercised (in shares) | shares | (1,034,702) |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Outstanding, ending balance (in shares) | shares | 4,500,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.01 |
Note 8 - Leases (Details Textua
Note 8 - Leases (Details Textual) $ in Thousands | 1 Months Ended | 3 Months Ended | 9 Months Ended |
Aug. 31, 2021USD ($)ft² | Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Lessee, Lease, Description [Line Items] | |||
Lease, Cost, Total | $ 244 | $ 675 | |
Variable Lease, Cost | $ 81 | $ 244 | |
Office Space Lease Agreement [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Additional Office Space Leased | ft² | 1,533 | ||
Lessee Operating Lease Extended Term | 25 months | ||
Operating Lease, Base Annual Rent | $ 60 | ||
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract (Year) | 1 year | 1 year | |
Lessee, Operating Lease, Renewal Term (Year) | 2 years | 2 years | |
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessee, Operating Lease, Term of Contract (Year) | 7 years | 7 years | |
Lessee, Operating Lease, Renewal Term (Year) | 5 years | 5 years |
Note 8 - Leases - Maturities of
Note 8 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Leases [Abstract] | |
2021 (excluding the nine months ended September 30, 2021) | $ 366 |
2022 | 1,505 |
2023 | 1,534 |
2024 | 1,524 |
2025 | 1,566 |
Thereafter | 1,455 |
Total lease payments | 7,950 |
Less: imputed interest | (1,478) |
Present value of lease liabilities | $ 6,472 |
Note 8 - Leases - Other Informa
Note 8 - Leases - Other Information Regarding Leases (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Leases [Abstract] | ||
Sublease income | $ 196 | $ 582 |
Cash paid for operating leases | $ 355 | $ 1,013 |
Weighted average remaining lease term (years) - operating leases (Year) | 5 years 1 month 6 days | 5 years 1 month 6 days |
Weighted average discount rate – operating leases | 8.25% | 8.25% |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
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 | |
Common Stock, Shares Subscribed but Unissued (in shares) | 1,528,384 | |
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30 | $ 30 |
Subscription Receivable Annual Interest Rate | 5.00% | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 0 | 0 |
TCC Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
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 [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% |
Note 10 - Subsequent Event (Det
Note 10 - Subsequent Event (Details) - Subsequent Event [Member] - Boca Raton, Florida | Oct. 01, 2021USD ($)ft² |
SUBSEQUENT EVENTS | |
Office space | ft² | 13,111 |
Total rent to be collected over lease period | $ | $ 918,484 |