Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 01, 2024 | |
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 | Q1 | |
Document Fiscal Year Focus | 2024 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
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 225 | |
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 | |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash | $ 139 | $ 19 |
Accounts receivable, net | 1,071 | 1,911 |
Inventories, net | 3,656 | 3,402 |
Prepaid expenses and other current assets | 168 | 194 |
Current assets of discontinued operations | 0 | 161 |
Total current assets | 5,034 | 5,687 |
Property and equipment, net | 5 | 9 |
Right-of-use assets | 1,751 | 1,889 |
Intangible assets, net | 120 | 120 |
Other assets | 1,290 | 1,290 |
Total assets | 8,200 | 8,995 |
Current liabilities: | ||
Accounts payable | 2,033 | 2,080 |
Lease liabilities | 956 | 946 |
Accrued expenses and other current liabilities | 2,084 | 2,052 |
Accrued interest | 41,459 | 39,851 |
Notes payable and current portion of long-term debt | 93,295 | 93,637 |
Current liabilities of discontinued operations | 7,534 | 7,257 |
Total current liabilities | 147,361 | 145,823 |
Long-term liabilities: | ||
Lease liabilities | 1,960 | 2,197 |
Total long-term liabilities | 1,960 | 2,197 |
Total liabilities | 149,321 | 148,020 |
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, 500,000,000 shares authorized, 393,898,884 and 393,898,884 shares issued, respectively | 394 | 394 |
Additional paid-in capital | 231,249 | 231,249 |
Stock subscriptions receivable | (30) | (30) |
Treasury stock, 134,806,051 shares at cost | (500) | (500) |
Accumulated deficit | (372,234) | (370,138) |
Total stockholders’ deficit | (141,121) | (139,025) |
Total liabilities and stockholders' deficit | $ 8,200 | $ 8,995 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
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) | 500,000,000 | 500,000,000 |
Common stock, shares issued (in shares) | 393,898,884 | 393,898,884 |
Treasury stock, shares (in shares) | 134,806,051 | 134,806,051 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 2,769 | $ 3,739 |
Cost of sales | 1,928 | 2,260 |
Gross profit | 841 | 1,479 |
Operating costs and expenses: | ||
Selling expenses | 97 | 340 |
General and administrative expenses | 927 | 1,661 |
Impairment of intangible assets | 0 | (324) |
Loss from operations | (183) | (198) |
Other income (expense): | ||
Interest expense, net | (1,990) | (2,117) |
Other income (expense) | 0 | 30 |
Total other expense | (1,990) | (2,087) |
Loss before income taxes | (2,173) | (2,285) |
Provision for income taxes | 0 | 0 |
Net loss from continuing operations | (2,173) | (2,285) |
Net income (loss) from discontinued operations, net of income taxes | 77 | (525) |
Total net loss | $ (2,096) | $ (2,810) |
Net loss from continuing operation per share of common stock | ||
Basic earning per share | $ (0.01) | $ (0.01) |
Diluted earning per share | (0.01) | (0.01) |
Net loss from discontinuing operation per share of common stock | ||
Basic earning per share | 0 | 0 |
Diluted earning per share | $ 0 | $ 0 |
Weighted average number of common shares outstanding - basic | 259,092,833 | 259,092,833 |
Net loss per common share - basic | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding - diluted | 259,092,833 | 259,092,833 |
Net loss per common share - diluted | $ (0.01) | $ (0.01) |
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, 2022 | 393,898,884 | 134,806,051 | ||||
Balance at Dec. 31, 2022 | $ (125,311) | $ 394 | $ 231,249 | $ (30) | $ (500) | $ (356,424) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (2,810) | $ 0 | 0 | 0 | $ 0 | (2,810) |
Balance (in shares) at Mar. 31, 2023 | 393,898,884 | 134,806,051 | ||||
Balance at Mar. 31, 2023 | (128,121) | $ 394 | 231,249 | (30) | $ (500) | (359,234) |
Balance (in shares) at Dec. 31, 2023 | 393,898,884 | 134,806,051 | ||||
Balance at Dec. 31, 2023 | (139,025) | $ 394 | 231,249 | (30) | $ (500) | (370,138) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (2,096) | $ 0 | 0 | 0 | $ 0 | (2,096) |
Balance (in shares) at Mar. 31, 2024 | 393,898,884 | 134,806,051 | ||||
Balance at Mar. 31, 2024 | $ (141,121) | $ 394 | $ 231,249 | $ (30) | $ (500) | $ (372,234) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net loss | $ (2,096) | $ (2,810) |
Net income (loss) from discontinued operations | 77 | (525) |
Net loss from continuing operations | (2,173) | (2,285) |
Adjustments to reconcile net loss to net cash provided by operating activities | ||
Depreciation and amortization | 5 | 12 |
Amortization of right-to-use assets | 138 | 155 |
Provision for (recovery of) obsolete inventories | 171 | (167) |
Provision for losses on accounts receivable | (199) | (165) |
Other non-cash items | 0 | 2 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,038 | 296 |
Inventories | (425) | 1,190 |
Prepaid expenses and other current assets | 540 | 1,147 |
Accounts payable | (47) | (1,471) |
Lease liabilities | (228) | (203) |
Accrued expenses and other current liabilities | 1,644 | 1,733 |
Net cash used in continuing operations | 464 | 244 |
Net cash provided by discontinued operations | (444) | (1) |
Net cash provided by operating activities | 20 | 243 |
Cash flows from financing activities: | ||
Net borrowings from (repayment on) revolving credit facility | 100 | (1,010) |
Net cash provided by (used in) financing activities | 100 | (1,010) |
Net increase (decrease) in cash | 120 | (767) |
Cash at the beginning of the period | 19 | 868 |
Cash at the end of the period | 139 | 101 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 382 | $ 509 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 3 Months Ended |
Mar. 31, 2024 | |
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 performed services between private label distributors and contract manufacturers under the NutraScience Labs (“NSL”) brand name. NSL facilitated the production of new supplements to market and reformulated existing products to include scientifically-backed ingredients. We provided our customers with numerous production services, including manufacturing, testing, label and packaging design, order fulfillment, and regulatory compliance. NSL facilitated 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 was to help our customers manufacture or reformulate dietary supplements for sale and distribution. We did this by working with contract manufacturers to build scientifically backed formulas for resale to our end customers. We also simplified 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 did not market these private label products, but rather sold the products to the customer, who was then responsible for the marketing, distribution, and sale to retailers or to their end customers. The services performed under NSL ceased with the abandonment of operations that began in July 2023. 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 March 31, 2024 we had an accumulated def icit of $ 372,234 . 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 as well as the abandonment of operations of NSL, and interest and refinancing charges associated with our debt refinancing. Because of our history of operating losses and significant interest expense on our debt, we have a working capital deficiency of $ 142,327 as of March 31, 2024 . We also have $ 93,295 of debt, presented in current liabilities. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern. Management is addressing operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; and continuing to negotiate lower prices from major suppliers We will need to raise additional capital through debt, equity or the sale of assets during the current year . There can be no assurance that sources of funding will be available when needed on acceptable terms or at all. If we cannot obtain additional funding when required, the Company may sell certain assets, enter into collaborations, strategic alliances, merger and acquisition activities, and licensing agreements, negotiate with its principal lenders, wind-up operations of other subsidiaries, or file for bankruptcy protection. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
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 , December 31, 2023 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, 2023 March 19, 2024 Revised Prior Period Financial Statements During the period close for the three months ended March 31, 2024, the Company discovered certain errors related to its accounting policy for the accounting of discontinued operations. The balance sheet did not segregate assets and liabilities for discontinued operations for a subsidiary of the Company on our September 30, 2023 and December 31, 2023 balance sheets that were previously filed. This lack of segregation on the balance sheet did not impact the statements of operations or stockholders' deficit. The Company has determined that the impact of this balance sheet reclassification is not material to these previously issued balance sheets and as such no restatement was necessary. Correcting prior year financial statements for immaterial errors would not require previously filed reports to be amended. Such a correction may be made the next time the registrant files the prior year financial statements. Correcting the cumulative error in the current year would also be immaterial to the current year. Accordingly, these misstatements were corrected, and the adjustments are reflected in the related periods as noted below. The reclassifications made to the September 30, 2023 and December 31, 2023 balance sheets are summarized below. Consolidated Balance Sheets: As of September 30, 2023 Previously Reported Adjustments Revised Accounts receivable $ 1,005 $ (103 ) $ 902 Current assets of discontinued operations - 902 902 Accounts payable 5,533 (4,268 ) 1,265 Accrued expenses and other current liabilities 3,996 (2,151 ) 1,845 Short term lease liabilities 1,087 (157 ) 930 Current liabilities of discontinued operations - 6,576 6,576 Long term lease liabilities 2,758 (323 ) 2,435 Long term liabilities of discontinued operations - 323 323 As of December 31, 2023 Previously Reported Adjustments Revised Accounts receivable $ 2,072 $ (161 ) $ 1,911 Current assets of discontinued operations - 161 161 Accounts payable 6,803 (4,723 ) 2,080 Accrued expenses and other current liabilities 4,106 (2,054 ) 2,052 Short term lease liabilities 1,426 (480 ) 946 Current liabilities of discontinued operations - 7,257 7,257 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 receivable, allowance for credit losses, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill. Contract Liabilities Our contract liabilities consist of customer deposits and contractual guaranteed returns. Net contract liabilities are recorded in accrued expenses and other current liabilities and consisted of the following: March 31, 2024 December 31, 2023 Contract Liabilities - Customer Deposits $ 1,944 $ 2,022 Contract Liabilities - Guaranteed Returns 103 127 $ 2,047 $ 2,149 Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three Level 1 Level 2 1 Level 3 The Company did not have any financial instruments that are measured at fair value on a recurring basis as of March 31, 2024 December 31, 2023 . Accounts Receivable and Allowances Our allowance for trade receivables consists of two We estimate expected credit losses on our trade receivables in accordance with Accounting Standards Codification ("ASC") 326 Financial Instruments - Credit Losses . We adopted this accounting standard prospectively on the first day of our 2023 We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. We pool our trade receivables by type, wholesalers and retailers. Our historical credit loss experience provides the basis for our estimation of expected credit losses. We use a two 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 March 31, 2024 , December 31, 2023 , 862 175 Net Income (Loss) per Common Share Basic net income (loss) per common share (“Basic EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted net income (loss) per common share (“Diluted EPS”) is computed by dividing net income (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 income (loss) per share, if the effects are dilutive, companies are required to add back to net income the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income, 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 as follows: Three Months Ended March 31, 2024 2023 Numerator: Net loss from continuing operation $ (2,173 ) $ (2,285 ) Net income (loss) from discontinued operation, net of income taxes 77 (525 ) Net (loss) $ (2,096 ) $ (2,810 ) Denominator: Weighted-average number of common shares - Basic 259,092,833 259,092,833 259,092,833 259,092,833 Net loss per common share: Basic EPS $ (0.01 ) $ (0.01 ) Diluted EPS $ (0.01 ) $ (0.01 ) Significant Concentration of Credit Risk Sales to our top three 56 23 three months ended March 31, 2024 2023 respectively. Sales to one 25 10 three months ended March 31, 2024 2023 respectively. three 40 42 of total accounts receivable as of March 31, 2024 and December 31, 2023 respectively. A single 0 % and 3 % of total accounts receivable as of March 31, 2024 and December 31, 2023 , 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. Revenue Recognition The Company recognizes revenue based on a five ASC 606 Product sales are recorded net of variable considerations, such as provisions for returns, discounts, and allowances. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. Shipping and handling costs are recorded in cost of sales. Leases The Company accounts for leases in accordance with ASC 842 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 Discontinued operations We report financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal meets the criteria for classification as a discontinued operation in accordance with ASC Subtopic 205 20 205 20 9 |
Note 3 - Inventories, net
Note 3 - Inventories, net | 3 Months Ended |
Mar. 31, 2024 | |
Inventories, net | |
Inventories, net | Note 3 – Inventories, net Inventories, net consisted of the following from continuing operations: March 31, 2024 December 31, 2023 Raw materials $ 34 $ 119 Finished goods 3,793 3,362 3,827 3,481 Reserve for obsolete inventory (171 ) (79 ) Inventories, net $ 3,656 $ 3,402 There were no inventories from discontinued operations as of March 31, 2024 December 31, 2023 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Note 4 – Property and Equipment, Net Property and equipment, net consisted of the following from continuing operations: March 31, 2024 December 31, 2023 Computers and other $ 54 $ 54 54 54 Accumulated depreciation and amortization (49 ) (45 ) Property and equipment, net $ 5 $ 9 Depreciation and amortization expense totaled $4 and $12 for the three months ended March 31, 2024 2023 |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets Intangible assets consisted of the following: March 31, 2024 December 31, 2023 Trademarks $ 4,739 $ 4,739 Indefinite-lived intangible assets 120 120 Customer relationships 6,023 6,023 10,882 10,882 Accumulated amortization (10,762 ) (10,762 ) Intangible assets, net $ 120 $ 120 Trademarks are amortized over periods ranging from to years and customer relationships are amortized over periods ranging from to years. During the fourth quarter of fiscal 2022 amortization expense for the three months ended March 31, 2024 . |
Note 6 - Debt
Note 6 - Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt Debt consisted of the following: March 31, December 31, 2024 2023 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 5,000 5,000 November 2018 note payable to Great Harbor Capital, LLC 4,000 4,000 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. 8,000 8,000 January 2015 note payable to Golisano Holdings LLC formerly payable to JL-BBNC Mezz Utah, LLC 5,000 5,000 February 2015 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 1,999 1,999 Macatawa Bank 14,884 14,884 Total related party debt 90,957 90,957 Senior Credit Facility with Midcap 2,780 2,680 Senior Credit Facility with Midcap from discontinued operations (442 ) - Total debt 93,295 93,637 Less current portion 93,295 93,637 Long-term debt $ - $ - 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 8.5 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 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 October 22, 2021 Little Harbor 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 A mendments to extend the maturity date and related payment deferrals of the aforementioned notes to Little Harbor have not been executed and these notes to Little Harbor are currently in default. We anticipate extending the maturity dates and related payment deferrals with Little Harbor, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all . 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 (the “January 2016 GH Note”) with Great Harbor Capital, LLC (“GH”), an affiliate of a former member of our Board of Directors, GH lent us $ 2,500 8.5 24 104 We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7 the maturity was subsequently extended October 22, 2021 March 2016 Note Payable to Great Harbor Capital, LLC Pursuant to a March 21, 2016 unsecured promissory note (the “March 2016 GH Note”), GH lent us $ 7,000 8.5 24 292 We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7 the maturity was subsequently extended October 22, 2021 December 2016 Note Payable to Great Harbor Capital, LLC Pursuant to a December 31, 2016 unsecured promissory note (the “December 2016 GH Note”), GH lent us $ 2,500 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 maturity 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 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 maturity 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 8.5 the maturity 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 (the “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 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 “ ” 8.5 8.5% GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7 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 “ ” 8.5%, 8.5 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7 October 22, 2021. February 2020 Note Payable to Great Harbor Capital, LLC Pursuant to a February 2020 unsecured promissory note (the “February 2020 GH Note”), an affiliate of a former member of our Board of Directors, GH lent us $ 2,500 8 October 22, 2021 GH 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. Amendments to extend the maturity date and related payment deferrals of the aforementioned notes to GH but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all. Golisano Holdings LLC Mr. B. Thomas Golisano, a former 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 12 8 4,960,740 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 12 8 2,329,400 434,809 . The 434,809 warrants expired unexercised on February 13, 2020. The note matured on October 22, 2021. 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 $ 1,999 12 8 869,618 January 2016 Note Payable to Golisano Holdings LLC Pursuant to a January 28, 2016 unsecured promissory note with Golisano LLC (the “Golisano LLC January 2016 Note”), an affiliate of a former member of our Board of Directors, Golisano LLC lent us $ 2,500 the maturity was subsequently extended October 22, 2021 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 the maturity was subsequently extended to June 30, 2019 and October 22, 2021. 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 4,770 the maturity was subsequently extended 8.5 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 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 maturity 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 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 maturity 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 8.5 the maturity was subsequently extended to October 22, 2021. February 2020 Note Payable to Golisano Holdings LLC Pursuant to a February 2020 unsecured promissory note (the “Golisano LLC February 2020 Note”), an affiliate of a former member of our Board of Directors, Golisano LLC lent us $ 2,500 8 Golisano LLC 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 A mendments to extend the maturity date and related payment deferrals of the aforementioned notes to Golisano LLC but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all To date, Golisano LLC has not exercised any of its remedies available upon a default for any of the aforementioned notes. 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 (as defined below). A former member of the Company’s Board of Directors, Mr. B. Thomas Golisano, and a member of the Company's Board of Directors, Mr. David L. Van Andel, are the owners and principals of the guarantor, 463 “ 463 10 On December 4, 2018, the Company entered into a Term Loan Note and Agreement (the “ ” 15,000 The Term Loan was amended on December 14, 2022 to extend the maturity date to November 30, 2024 and to transition from LIBOR 1.05 2.50%; the rate was outstanding March 31, 2024 3.00 In connection with the Term Loan, 463 “ ” $15,000 On October 28, 2019, the Term Loan was amended and GH and Golisano LLC replaced 463 Senior Credit Facility with Midcap On January 22, 2015, we entered into a three-year 15,000 20,000 On September 2, 2016, we entered into an amendment with Midcap to increase the Senior Credit Facility to $ 17,000 12 0.50 1.20 % per month, and interest of LIBOR plus 5 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 7 On January 22, 2019, we entered into Amendment Sixteen “ ” $17,000 5,000 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 “ ” 12,000 two years On April 22, 2021, we entered into Amendment Eighteen “ ” 0.375 3.75 three years On March 28, 2024, Nineteen “ ” which effectively renewed the Senior Credit Facility for an additional six months expiring on October 31, 2024. We have incurred loan fees totaling $ 540 2,780 March 31, 2024 Other Debt May 2020 Note Payable to Fifth Third Bank N.A. On May 7, 2020, Twinlab Consolidated Corporation ( “ ” “ ” 1,674 “ two-year 1.0% The Company submitted its application for 100% forgiveness for this loan in November 2021. In January 2022, the full amount of the PPP Loan was forgiven by the Small Business Administration ( “ ” February 2021 Note Payable to Fifth Third Bank N.A. On February 9 , 2021 TCC received the proceeds of a second loan from Fifth Third Bank in the amount of $1,344 (the “ ” February 5, 2021 (the "Second PPP Note”), had a two-year The company submitted its application for 100% forgiveness for this loan in Novem ber 2021 . 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 March 31, 2024 March 31, 2024 |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 3 Months Ended |
Mar. 31, 2024 | |
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 March 31, 2024 and changes during the three month then ended: Shares Underlying Weighted Average Warrants Exercise Price Outstanding, December 31, 2023 4,500,000 $ 0.01 Granted - - Canceled / Expired - - Exercised - - Outstanding, March 31, 2024 4,500,000 $ 0.01 GH Warrants In connection with the July 2018 GH Note, we issued GH a warrant to purchase an aggregate of 2,500,000 0.01 “ ” 2,500,000 1,479 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 ” 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 was amortized over the original term of the November 2018 GH Note. Warrants Issued into Escrow At March 31, 2024 3,636,364 Golisano Escrow Warrants 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 0.01 October 22, 2021 - for further information 1,484,847 expired unexercised 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 0.01 “ 2018 ” 2018 October 22, 2021 - for further information 1,818,182 2018 2018 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 the August 2017 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,363,636 0.01 October 22, 2021 - for further information 1,363,636 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 0.01 “ ” October 22, 2021 - for further information 1,818,182 |
Note 8 - Leases
Note 8 - Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | Note 8 – Leases The Company leases office space under non-cancelable operating leases with lease terms ranging from 1 7 2 5 The sublease agreement to sublease half of the 31,000 square fee t of office in St. Petersburg, Florida that commenced on February 1, 2017, expired on June 30, 2022. The lease was re-measured in at that time and as a result, the Company recorded an impairment loss of $373 in general and administrative expenses. The lease was re-measured again in 2023 and, as a result, the Company recorded an impairment loss of in general and administrative expenses. As of March 31, 2024, a subtenant still has not been found, but the Company has not incurred an impairment loss. For the three months ended March 31, 2024 March 31, 2023 86 222 53 49 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 a s lease expense due to the Company's election to not separate lease and non-lease components. In September 2023, the Company amended one The lease agreement for 18,700 square feet of office space in Farmingdale, New York used by NutraScience Labs as its corporate office commenced on June 2, 2017 and was surrendered to the landlord, as part of the abandonment of operations, on May 12, 2023. A loss of $20 was recorded in general and administrative expenses. The lease agreement for 13,500 March 31, 2024 As of March 31, 2024 the maturities of the Company’s lease liabilities were as follows: 2024 three months ended March 31, 2024 ) $ 873 2025 1,137 2026 952 2027 306 Thereafter - Total lease payments 3,268 Less: imputed interest (351 ) Present value of lease liabilities $ 2,917 Included below is other information regarding leases for the periods noted below. Three Months Ended March 31, 2024 Sublease income $ (167 ) Cash paid for operating leases $ 289 Weighted average remaining lease term (years) - operating leases 2.8 Weighted average discount rate – operating leases 8.25 % |
Note 9 - Discontinued Operation
Note 9 - Discontinued Operations | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations | |
Discontinued Operations | Note 9 – Discontinued Operations Throughout the third quarter of 2023 The major classes of assets and liabilities of our discontinued operations as reported on the Balance Sheet are as follows: March 31, 2024 December 31, 2023 Carrying amounts of assets associated with NutraScience Labs included as part of discontinued operations: Accounts receivable, net $ - $ 161 Current assets of discontinued operations $ - $ 161 Carrying amounts of liabilities associated with NutraScience Labs included as part of discontinued operations: Accounts payable $ 4,321 $ 4,722 Accrued expenses and other current liabilities 2,733 2,055 Short-term operating lease liabilities 480 480 Current liabilities of discontinued operations $ 7,534 $ 7,257 The operating results of our discontinued operations Three Months Ended March 31, 2024 2023 Net sales $ - $ 5,285 Cost of sales - (4,551 ) Operating costs and expense 77 (1,259 ) Income (loss) from discontinued operations before Provision for income taxes 77 (525 ) Provision expense for income taxes - - Income (loss) from discontinued operations, net of tax $ 77 $ (525 ) |
Note 10 - Stockholders' Deficit
Note 10 - Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Deficit | |
Stockholders' Deficit | Note 10 – Stockholders ’ Deficit Preferred Stock The Company has authorized 500,000,000 0.001 Twinlab Consolidation Corporation 2013 Stock Incentive Plan The Twinlab Consolidation Corporation 2013 20,000,000 25 2019 December 31, 2023 March 31, 2024 March 31, 2024 7,194,412 Stock Subscription Receivable and Loss on Stock Price Guarantee As of March 31, 2024 1,528,384 30 5 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
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, 2023 March 19, 2024 |
Revised Prior Period Financial Statements | Revised Prior Period Financial Statements During the period close for the three months ended March 31, 2024, the Company discovered certain errors related to its accounting policy for the accounting of discontinued operations. The balance sheet did not segregate assets and liabilities for discontinued operations for a subsidiary of the Company on our September 30, 2023 and December 31, 2023 balance sheets that were previously filed. This lack of segregation on the balance sheet did not impact the statements of operations or stockholders' deficit. The Company has determined that the impact of this balance sheet reclassification is not material to these previously issued balance sheets and as such no restatement was necessary. Correcting prior year financial statements for immaterial errors would not require previously filed reports to be amended. Such a correction may be made the next time the registrant files the prior year financial statements. Correcting the cumulative error in the current year would also be immaterial to the current year. Accordingly, these misstatements were corrected, and the adjustments are reflected in the related periods as noted below. The reclassifications made to the September 30, 2023 and December 31, 2023 balance sheets are summarized below. Consolidated Balance Sheets: As of September 30, 2023 Previously Reported Adjustments Revised Accounts receivable $ 1,005 $ (103 ) $ 902 Current assets of discontinued operations - 902 902 Accounts payable 5,533 (4,268 ) 1,265 Accrued expenses and other current liabilities 3,996 (2,151 ) 1,845 Short term lease liabilities 1,087 (157 ) 930 Current liabilities of discontinued operations - 6,576 6,576 Long term lease liabilities 2,758 (323 ) 2,435 Long term liabilities of discontinued operations - 323 323 As of December 31, 2023 Previously Reported Adjustments Revised Accounts receivable $ 2,072 $ (161 ) $ 1,911 Current assets of discontinued operations - 161 161 Accounts payable 6,803 (4,723 ) 2,080 Accrued expenses and other current liabilities 4,106 (2,054 ) 2,052 Short term lease liabilities 1,426 (480 ) 946 Current liabilities of discontinued operations - 7,257 7,257 |
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 receivable, allowance for credit losses, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill. |
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: March 31, 2024 December 31, 2023 Contract Liabilities - Customer Deposits $ 1,944 $ 2,022 Contract Liabilities - Guaranteed Returns 103 127 $ 2,047 $ 2,149 |
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 Level 1 Level 2 1 Level 3 The Company did not have any financial instruments that are measured at fair value on a recurring basis as of March 31, 2024 December 31, 2023 . |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Our allowance for trade receivables consists of two We estimate expected credit losses on our trade receivables in accordance with Accounting Standards Codification ("ASC") 326 Financial Instruments - Credit Losses . We adopted this accounting standard prospectively on the first day of our 2023 We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. We pool our trade receivables by type, wholesalers and retailers. Our historical credit loss experience provides the basis for our estimation of expected credit losses. We use a two 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 March 31, 2024 , December 31, 2023 , 862 175 |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic net income (loss) per common share (“Basic EPS”) is computed by dividing net income (loss) by the weighted average number of common shares outstanding. Diluted net income (loss) per common share (“Diluted EPS”) is computed by dividing net income (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 income (loss) per share, if the effects are dilutive, companies are required to add back to net income the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income, 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 as follows: Three Months Ended March 31, 2024 2023 Numerator: Net loss from continuing operation $ (2,173 ) $ (2,285 ) Net income (loss) from discontinued operation, net of income taxes 77 (525 ) Net (loss) $ (2,096 ) $ (2,810 ) Denominator: Weighted-average number of common shares - Basic 259,092,833 259,092,833 259,092,833 259,092,833 Net loss per common share: Basic EPS $ (0.01 ) $ (0.01 ) Diluted EPS $ (0.01 ) $ (0.01 ) |
Significant Concentration of Credit Risk | Significant Concentration of Credit Risk Sales to our top three 56 23 three months ended March 31, 2024 2023 respectively. Sales to one 25 10 three months ended March 31, 2024 2023 respectively. three 40 42 of total accounts receivable as of March 31, 2024 and December 31, 2023 respectively. A single 0 % and 3 % of total accounts receivable as of March 31, 2024 and December 31, 2023 , 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue based on a five ASC 606 Product sales are recorded net of variable considerations, such as provisions for returns, discounts, and allowances. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. Shipping and handling costs are recorded in cost of sales. |
Leases | Leases The Company accounts for leases in accordance with ASC 842 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 |
Discontinued operations | Discontinued operations We report financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal meets the criteria for classification as a discontinued operation in accordance with ASC Subtopic 205 20 205 20 9 |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Summary of Significant Accounting Policies | |
Schedule of reclassifications made to balance sheets | As of September 30, 2023 Previously Reported Adjustments Revised Accounts receivable $ 1,005 $ (103 ) $ 902 Current assets of discontinued operations - 902 902 Accounts payable 5,533 (4,268 ) 1,265 Accrued expenses and other current liabilities 3,996 (2,151 ) 1,845 Short term lease liabilities 1,087 (157 ) 930 Current liabilities of discontinued operations - 6,576 6,576 Long term lease liabilities 2,758 (323 ) 2,435 Long term liabilities of discontinued operations - 323 323 As of December 31, 2023 Previously Reported Adjustments Revised Accounts receivable $ 2,072 $ (161 ) $ 1,911 Current assets of discontinued operations - 161 161 Accounts payable 6,803 (4,723 ) 2,080 Accrued expenses and other current liabilities 4,106 (2,054 ) 2,052 Short term lease liabilities 1,426 (480 ) 946 Current liabilities of discontinued operations - 7,257 7,257 |
Schedule of contract liabilities | March 31, 2024 December 31, 2023 Contract Liabilities - Customer Deposits $ 1,944 $ 2,022 Contract Liabilities - Guaranteed Returns 103 127 $ 2,047 $ 2,149 |
Schedule of computation of basic and diluted net loss per share | Three Months Ended March 31, 2024 2023 Numerator: Net loss from continuing operation $ (2,173 ) $ (2,285 ) Net income (loss) from discontinued operation, net of income taxes 77 (525 ) Net (loss) $ (2,096 ) $ (2,810 ) Denominator: Weighted-average number of common shares - Basic 259,092,833 259,092,833 259,092,833 259,092,833 Net loss per common share: Basic EPS $ (0.01 ) $ (0.01 ) Diluted EPS $ (0.01 ) $ (0.01 ) |
Note 3 - Inventories, net (Tabl
Note 3 - Inventories, net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Continuing operations [Member] | |
Inventory [Line Items] | |
Schedule of Inventories, net | March 31, 2024 December 31, 2023 Raw materials $ 34 $ 119 Finished goods 3,793 3,362 3,827 3,481 Reserve for obsolete inventory (171 ) (79 ) Inventories, net $ 3,656 $ 3,402 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Continuing operations [Member] | |
Property and Equipment, Net | |
Schedule of property and equipment, net | March 31, 2024 December 31, 2023 Computers and other $ 54 $ 54 54 54 Accumulated depreciation and amortization (49 ) (45 ) Property and equipment, net $ 5 $ 9 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | March 31, 2024 December 31, 2023 Trademarks $ 4,739 $ 4,739 Indefinite-lived intangible assets 120 120 Customer relationships 6,023 6,023 10,882 10,882 Accumulated amortization (10,762 ) (10,762 ) Intangible assets, net $ 120 $ 120 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of debt | March 31, December 31, 2024 2023 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 5,000 5,000 November 2018 note payable to Great Harbor Capital, LLC 4,000 4,000 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. 8,000 8,000 January 2015 note payable to Golisano Holdings LLC formerly payable to JL-BBNC Mezz Utah, LLC 5,000 5,000 February 2015 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 1,999 1,999 Macatawa Bank 14,884 14,884 Total related party debt 90,957 90,957 Senior Credit Facility with Midcap 2,780 2,680 Senior Credit Facility with Midcap from discontinued operations (442 ) - Total debt 93,295 93,637 Less current portion 93,295 93,637 Long-term debt $ - $ - |
Note 7 - Warrants and Registr_2
Note 7 - Warrants and Registration Rights Agreements (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of warrants | Shares Underlying Weighted Average Warrants Exercise Price Outstanding, December 31, 2023 4,500,000 $ 0.01 Granted - - Canceled / Expired - - Exercised - - Outstanding, March 31, 2024 4,500,000 $ 0.01 |
Note 8 - Leases (Tables)
Note 8 - Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Schedule of maturities of lease liabilities | 2024 three months ended March 31, 2024 ) $ 873 2025 1,137 2026 952 2027 306 Thereafter - Total lease payments 3,268 Less: imputed interest (351 ) Present value of lease liabilities $ 2,917 |
Schedule of other information regarding leases | Three Months Ended March 31, 2024 Sublease income $ (167 ) Cash paid for operating leases $ 289 Weighted average remaining lease term (years) - operating leases 2.8 Weighted average discount rate – operating leases 8.25 % |
Note 9 - Discontinued Operati_2
Note 9 - Discontinued Operations (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations | |
Schedule of major classes of assets and liabilities of discontinued operations as reported on the Balance Sheet | March 31, 2024 December 31, 2023 Carrying amounts of assets associated with NutraScience Labs included as part of discontinued operations: Accounts receivable, net $ - $ 161 Current assets of discontinued operations $ - $ 161 Carrying amounts of liabilities associated with NutraScience Labs included as part of discontinued operations: Accounts payable $ 4,321 $ 4,722 Accrued expenses and other current liabilities 2,733 2,055 Short-term operating lease liabilities 480 480 Current liabilities of discontinued operations $ 7,534 $ 7,257 |
Schedule of operating results of discontinued operations | Three Months Ended March 31, 2024 2023 Net sales $ - $ 5,285 Cost of sales - (4,551 ) Operating costs and expense 77 (1,259 ) Income (loss) from discontinued operations before Provision for income taxes 77 (525 ) Provision expense for income taxes - - Income (loss) from discontinued operations, net of tax $ 77 $ (525 ) |
Note 1 - Nature of Business (De
Note 1 - Nature of Business (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (372,234) | $ (370,138) |
Working Capital Deficiency | 142,327 | |
Long-term Debt, Current Maturities, Total | $ 93,295 | $ 93,637 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2024 USD ($) customer | Mar. 31, 2023 customer | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Revenue, Major Customer [Line Items] | ||||
Accounts receivable | $ 1,071 | $ 1,911 | ||
Accounts payable | 2,033 | 2,080 | ||
Short term lease liabilities | 956 | 946 | ||
Accrued expenses and other current liabilities | 2,084 | 2,052 | ||
Long term lease liabilities | 1,960 | 2,197 | ||
Accounts Receivable, Allowance for Credit Loss, Current | 664 | 862 | ||
Allowance for Accounts Receivable, Current, Doubtful Accounts | 53 | $ 175 | ||
Accounts Receivable, Allowance for Expected Credit Loss, Current | $ 31 | |||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Top Three Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Number of Major Customers | customer | 3 | 3 | ||
Concentration Risk, Percentage | 56% | 23% | ||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One of Top Three Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Number of Major Customers | customer | 1 | 1 | ||
Concentration Risk, Percentage | 25% | 10% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Top Three Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Number of Major Customers | customer | 3 | 3 | ||
Concentration Risk, Percentage | 40% | 42% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One of Top Three Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Concentration Risk, Percentage | 0% | 3% | ||
Error Correction, Segregatation of Assets and Liabilities for Discontinued Operations [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Accounts receivable | $ 1,911 | $ 902 | ||
Accounts payable | 2,080 | 1,265 | ||
Short term lease liabilities | 946 | 930 | ||
Accrued expenses and other current liabilities | 2,052 | 1,845 | ||
Long term lease liabilities | 2,435 | |||
Error Correction, Segregatation of Assets and Liabilities for Discontinued Operations [Member] | Adjustments [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Accounts receivable | (161) | (103) | ||
Accounts payable | (4,723) | (4,268) | ||
Short term lease liabilities | (480) | (157) | ||
Accrued expenses and other current liabilities | $ (2,054) | (2,151) | ||
Long term lease liabilities | $ (323) |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Schedule of Error Corrections and Prior Period Adjustments (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Sep. 30, 2023 |
Error Corrections and Prior Period Adjustments Restatement | |||
Accounts receivable | $ 1,071 | $ 1,911 | |
Current assets of discontinued operations | 0 | 161 | |
Accounts payable | 2,033 | 2,080 | |
Accrued expenses and other current liabilities | 2,084 | 2,052 | |
Short term lease liabilities | 956 | 946 | |
Current liabilities of discontinued operations | 7,534 | 7,257 | |
Long term lease liabilities | $ 1,960 | 2,197 | |
Error Correction, Segregatation of Assets and Liabilities for Discontinued Operations [Member] | |||
Error Corrections and Prior Period Adjustments Restatement | |||
Accounts receivable | 1,911 | $ 902 | |
Current assets of discontinued operations | 161 | 902 | |
Accounts payable | 2,080 | 1,265 | |
Accrued expenses and other current liabilities | 2,052 | 1,845 | |
Short term lease liabilities | 946 | 930 | |
Current liabilities of discontinued operations | 7,257 | 6,576 | |
Long term lease liabilities | 2,435 | ||
Long term liabilities of discontinued operations | 323 | ||
Error Correction, Segregatation of Assets and Liabilities for Discontinued Operations [Member] | Previously Reported [Member] | |||
Error Corrections and Prior Period Adjustments Restatement | |||
Accounts receivable | 2,072 | 1,005 | |
Current assets of discontinued operations | 0 | 0 | |
Accounts payable | 6,803 | 5,533 | |
Accrued expenses and other current liabilities | 4,106 | 3,996 | |
Short term lease liabilities | 1,426 | 1,087 | |
Current liabilities of discontinued operations | 0 | 0 | |
Long term lease liabilities | 2,758 | ||
Long term liabilities of discontinued operations | 0 | ||
Error Correction, Segregatation of Assets and Liabilities for Discontinued Operations [Member] | Adjustments [Member] | |||
Error Corrections and Prior Period Adjustments Restatement | |||
Accounts receivable | (161) | (103) | |
Current assets of discontinued operations | 161 | 902 | |
Accounts payable | (4,723) | (4,268) | |
Accrued expenses and other current liabilities | (2,054) | (2,151) | |
Short term lease liabilities | (480) | (157) | |
Current liabilities of discontinued operations | $ 7,257 | 6,576 | |
Long term lease liabilities | (323) | ||
Long term liabilities of discontinued operations | $ 323 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Summary of Significant Accounting Policies | ||
Contract Liabilities - Customer Deposits | $ 1,944 | $ 2,022 |
Contract Liabilities - Guaranteed Returns | 103 | 127 |
Contract Liabilities | $ 2,047 | $ 2,149 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 2,769 | $ 3,739 |
Note 2 - Summary of Significa_8
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 | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Numerator: | ||
Net loss from continuing operations | $ (2,173) | $ (2,285) |
Net income (loss) from discontinued operations, net of income taxes | 77 | (525) |
Net (loss) | $ (2,096) | $ (2,810) |
Denominator: | ||
Weighted-average number of common shares - Basic | 259,092,833 | 259,092,833 |
Weighted-average number of common shares - Diluted | 259,092,833 | 259,092,833 |
Net (loss) per common share: | ||
Basic (in dollars per share) | $ (0.01) | $ (0.01) |
Diluted (in dollars per share) | $ (0.01) | $ (0.01) |
Note 3 - Inventories, net (Deta
Note 3 - Inventories, net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Inventories, net | $ 3,656 | $ 3,402 |
Continuing Operations [Member] | ||
Inventory [Line Items] | ||
Raw materials | 34 | 119 |
Finished goods | 3,793 | 3,362 |
Inventory, Gross, Total | 3,827 | 3,481 |
Reserve for obsolete inventory | (171) | (79) |
Inventories, net | $ 3,656 | $ 3,402 |
Note 3 - Inventories, net (De_2
Note 3 - Inventories, net (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Inventories, net | $ 3,656 | $ 3,402 |
Discontinued Operations [Member] | ||
Inventory [Line Items] | ||
Inventories, net | $ 0 | $ 0 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 4 | $ 12 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Property and Equipment, Net | ||
Property and equipment, net | $ 5 | $ 9 |
Continuing operations [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | 54 | 54 |
Accumulated depreciation and amortization | (49) | (45) |
Property and equipment, net | 5 | 9 |
Computers and other [Member] | Continuing operations [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | $ 54 | $ 54 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Amortization of Intangible Assets, Total | $ 0 |
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 | Mar. 31, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 120 | $ 120 |
Intangible assets, gross | 10,882 | 10,882 |
Accumulated amortization | (10,762) | (10,762) |
Intangible assets, net | 120 | 120 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 4,739 | 4,739 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 6,023 | $ 6,023 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) $ in Thousands | Mar. 28, 2024 | Apr. 22, 2021 | Feb. 09, 2021 | May 07, 2020 | Feb. 29, 2020 | Feb. 13, 2020 | Apr. 22, 2019 | Jan. 22, 2019 | Dec. 04, 2018 | Nov. 05, 2018 | Jul. 27, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 14, 2017 | Dec. 31, 2016 | Sep. 02, 2016 | Jul. 21, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Feb. 06, 2015 | Jan. 22, 2015 | Nov. 13, 2014 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 08, 2017 | Feb. 04, 2015 |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Total | $ 93,295 | $ 93,637 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,500,000 | 4,500,000 | ||||||||||||||||||||||||
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, 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) | 6 months | 2 years | ||||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 540 | |||||||||||||||||||||||||
Long-term Line of Credit, Total | 2,780 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 22, 2019 | |||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5% | |||||||||||||||||||||||||
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% | 1% | ||||||||||||||||||||||||
Debt Instrument, Term (Year) | 2 years | 2 years | ||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 1,344 | $ 1,674 | ||||||||||||||||||||||||
Percentage of Forgiveness for Loan | 100% | 100% | ||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,344 | $ 1,674 | ||||||||||||||||||||||||
Great Harbor Capital, LLC [Member] | November 2018 GH Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,000 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | 12% | 8% | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,999 | |||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | $ 8,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,960,740 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | |||||||||||||||||||||||
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) | 2,329,400 | |||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants issued on February 04, 2015 [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 434,809 | |||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants issued on February 06, 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% | 8.50% | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | $ 3,000 | $ 2,500 | $ 7,000 | $ 2,500 | |||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292 | $ 104 | ||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | ||||||||||||||||||||
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% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Great Harbor Capital, LLC [Member] | February 2020 GH Note [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,267 | $ 2,500 | $ 7,000 | $ 2,500 | ||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | |||||||||||||||||||||||
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% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
Secured Debt [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
Secured Debt [Member] | Macatawa Bank [Member] | White Bay Capital, LLLP [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Equity Method Investment, Ownership Percentage | 10% | |||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 15,000 | |||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.05% | |||||||||||||||||||||||||
Debt Instrument, Interest Rate After Maturity of Event of Default Spread | 3% | |||||||||||||||||||||||||
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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
Debt Instrument [Line Items] | ||
Repayment on Senior Credit Facility with Midcap from discontinued operations | $ (442) | $ 0 |
Total debt | 93,295 | 93,637 |
Less current portion | 93,295 | 93,637 |
Long-term debt | 0 | 0 |
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 | 5,000 | 5,000 |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,000 | 4,000 |
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 | 8,000 | 8,000 |
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 | 5,000 | 5,000 |
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 | 1,999 |
Macatawa Bank [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 14,884 | 14,884 |
Related Party Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 90,957 | 90,957 |
Senior Credit Facility With Midcap [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,780 | $ 2,680 |
Note 7 - Warrants and Registr_3
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 | Nov. 05, 2018 | Jul. 31, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 17, 2017 |
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 | 4,500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | |||||
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Debt Instrument, Unamortized Discount, Total | $ 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 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,000,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 2,000,000 | ||||||
Escrow Warrants [Member] | |||||||
Class of Warrant or Right [Line Items] | |||||||
Class of Warrant or Right, Outstanding (in shares) | 3,636,364 | ||||||
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 | ||||||
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 | ||||||
Golisano LLC 2018 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) | 1,818,182 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,818,182 | ||||||
February 2018 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) | 1,818,182 | ||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,818,182 |
Note 7 - Warrants and Registr_4
Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Warrants and Rights Note Disclosure [Abstract] | |
Outstanding, beginning balance (in shares) | shares | 4,500,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.01 |
Granted (in shares) | shares | 0 |
Granted, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Canceled / Expired (in shares) | shares | 0 |
Canceled / expired, weighted average exercise price (in dollars per share) | $ / shares | $ 0 |
Exercised (in shares) | shares | 0 |
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 | 3 Months Ended | |||
May 12, 2023 USD ($) ft² | Mar. 31, 2024 USD ($) ft² | Mar. 31, 2023 USD ($) | Jun. 30, 2022 ft² | |
Lessee, Lease, Description [Line Items] | ||||
Lease, Cost, Total | $ 86 | $ 222 | ||
Variable Lease, Cost | 53 | $ 49 | ||
General and Administrative Expense [Member] | FLORIDA | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment loss | $ 373 | |||
Office Space Lease Agreement [Member] | FLORIDA | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, Operating Lease, Renewal Term (Year) | 12 months | |||
Area of Land | ft² | 1,533 | |||
Office Space Lease Agreement [Member] | NEW YORK | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of Land | ft² | 18,700 | 13,500 | ||
Office Space Lease Agreement [Member] | General and Administrative Expense [Member] | NEW YORK | ||||
Lessee, Lease, Description [Line Items] | ||||
Gain (loss) on termination of lease | $ (20) | $ (454) | ||
Office Space Sublease Agreement [Member] | FLORIDA | ||||
Lessee, Lease, Description [Line Items] | ||||
Area of Land | ft² | 31,000 | |||
Office Space Sublease Agreement [Member] | General and Administrative Expense [Member] | FLORIDA | ||||
Lessee, Lease, Description [Line Items] | ||||
Impairment loss | $ 488 | |||
Minimum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, Operating Lease, Term of Contract (Year) | 1 year | |||
Lessee, Operating Lease, Renewal Term (Year) | 2 years | |||
Maximum [Member] | ||||
Lessee, Lease, Description [Line Items] | ||||
Lessee, Operating Lease, Term of Contract (Year) | 7 years | |||
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Note 8 - Leases - Maturities of
Note 8 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Mar. 31, 2024 USD ($) |
Leases [Abstract] | |
2024 (excluding the three months ended March 31, 2024) | $ 873 |
2025 | 1,137 |
2026 | 952 |
2027 | 306 |
Thereafter | 0 |
Total lease payments | 3,268 |
Less: imputed interest | (351) |
Present value of lease liabilities | $ 2,917 |
Note 8 - Leases - Other Informa
Note 8 - Leases - Other Information Regarding Leases (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Leases [Abstract] | |
Sublease income | $ (167) |
Cash paid for operating leases | $ 289 |
Weighted average remaining lease term (years) - operating leases | 2 years 9 months 18 days |
Weighted average discount rate – operating leases | 8.25% |
Note 9 - Discontinued Operati_3
Note 9 - Discontinued Operations - Schedule of major classes of assets and liabilities of discontinued operations as reported on the Balance Sheet (Details 2) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Carrying amounts of assets associated with NutraScience Labs included as part of discontinued operations: | ||
Current assets of discontinued operations | $ 0 | $ 161 |
Carrying amounts of liabilities associated with NutraScience Labs included as part of discontinued operations: | ||
Current liabilities of discontinued operations | 7,534 | 7,257 |
NutraScience Labs (“NSL”) operations | Discontinued Operations [Member] | ||
Carrying amounts of assets associated with NutraScience Labs included as part of discontinued operations: | ||
Accounts receivable, net | 0 | 161 |
Current assets of discontinued operations | 0 | 161 |
Carrying amounts of liabilities associated with NutraScience Labs included as part of discontinued operations: | ||
Accounts payable | 4,321 | 4,722 |
Accrued expenses and other current liabilities | 2,733 | 2,055 |
Short-term operating lease liabilities | 480 | 480 |
Current liabilities of discontinued operations | $ 7,534 | $ 7,257 |
Note 9 - Discontinued Operati_4
Note 9 - Discontinued Operations - Schedule of operating results of discontinued operations (Details 3 ) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Discontinued Operations, Statements of Operations Disclosures | ||
Operating results of our discontinued operations | Net income (loss) from discontinued operations, net of income taxes | |
NutraScience Labs (“NSL”) operations | Discontinued Operations [Member] | ||
Discontinued Operations, Statements of Operations Disclosures | ||
Net sales | $ 0 | $ 5,285 |
Cost of sales | 0 | (4,551) |
Operating costs and expense | 77 | (1,259) |
Income (loss) from discontinued operations before Provision for income taxes | 77 | (525) |
Provision expense for income taxes | 0 | 0 |
Income (loss) from discontinued operations, net of tax | $ 77 | $ (525) |
Note 9 - Discontinued Operati_5
Note 9 - Discontinued Operations (Details Textuals) $ in Thousands | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
NutraScience Labs (“NSL”) operations | Discontinued Operations [Member] | |
Discontinued Operations | |
Loss recognized related to the disposal | $ 1,220 |
Note 10 - Stockholders' Defic_2
Note 10 - Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
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 |
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% | |
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 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 7,194,412 | |
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% |