Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 31, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Entity Registrant Name | Twinlab Consolidated Holdings, Inc. | ||
Entity Central Index Key | 1,590,695 | ||
Trading Symbol | tlcc | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding (in shares) | 252,924,027 | ||
Entity Public Float | $ 26,826,344 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 5,097,000 | $ 1,240,000 |
Accounts receivable, net of allowance of $2,365 and $1,494, respectively | 7,768,000 | 7,880,000 |
Inventories, net | 17,601,000 | 13,727,000 |
Prepaid expenses and other current assets | 2,870,000 | 1,657,000 |
Total current assets | 33,336,000 | 24,504,000 |
Property and equipment, net | 3,528,000 | 3,712,000 |
Intangible assets, net | 30,197,000 | 32,411,000 |
Goodwill | 24,098,000 | 24,098,000 |
Other assets | 1,667,000 | 1,475,000 |
Total assets | 92,826,000 | 86,200,000 |
Current liabilities: | ||
Accounts payable | 7,866,000 | 16,753,000 |
Accrued expenses and other current liabilities | 11,434,000 | 5,312,000 |
Derivative liabilities | 6,455,000 | 33,091,000 |
Notes payable and current portion of long-term debt, net of discount of $2,297 and $751, respectively | 11,631,000 | 16,564,000 |
Total current liabilities | 37,386,000 | 71,720,000 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,727,000 | 1,890,000 |
Deferred tax liability | 959,000 | |
Notes payable and long-term debt, net of current portion and discount of $3,451 and $7,378, respectively | 50,988,000 | 12,861,000 |
Total long-term liabilities | 53,674,000 | 14,751,000 |
Total liabilities | 91,060,000 | 86,471,000 |
Commitments and contingencies | ||
Stockholders’ equity (deficit): | ||
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 387,730,078 and 382,210,052 shares issued, respectively | 388,000 | 382,000 |
Additional paid-in capital | 226,380,000 | 223,165,000 |
Stock subscriptions receivable | (30,000) | (30,000) |
Treasury stock, 134,163,685 and 86,505,916 shares at cost, respectively | (500,000) | 0 |
Accumulated deficit | (224,472,000) | (223,788,000) |
Total stockholders’ equity (deficit) | 1,766,000 | (271,000) |
Total liabilities and stockholders' equity (deficit) | $ 92,826,000 | $ 86,200,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Accounts receivable, allowance | $ 2,365 | $ 1,494 |
Notes payable and current portion of long-term debt, unamortized discount | 2,297 | 751 |
Notes payable and long-term debt, net of current portion, unamortized discount | $ 3,451 | $ 7,378 |
Preferred stock,par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued (in shares) | 387,730,078 | 382,210,052 |
Treasury stock, shares (in shares) | 134,163,685 | 86,505,916 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net sales | $ 86,323 | $ 81,672 |
Cost of sales | 65,230 | 70,083 |
Gross profit | 21,093 | 11,589 |
Selling, general and administrative expenses | 33,452 | 25,521 |
Loss from operations | (12,359) | (13,932) |
Other income (expense): | ||
Interest expense, net | (8,848) | (7,001) |
Loss on stock purchase guarantee | (3,210) | |
Gain (loss) on change in derivative liabilities | 24,661 | (15,951) |
Other income, net | 31 | 488 |
Total other income (expense) | 12,634 | (22,464) |
Income (loss) before income taxes | 275 | (36,396) |
Provision for income taxes | (959) | (14) |
Net loss | (684) | (36,410) |
Other comprehensive income – unrealized gain on marketable securities | 0 | 83 |
Total comprehensive loss | $ (684) | $ (36,327) |
Total shares for purposes of calculating basic net loss per common share (in shares) | 261,726,723 | 241,064,203 |
Basic (in dollars per share) | $ 0 | $ (0.15) |
Weighted average number of common shares outstanding – diluted (in shares) | 273,187,511 | 241,064,203 |
Diluted (in dollars per share) | $ (0.09) | $ (0.15) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Receivable [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance (in shares) at Dec. 31, 2014 | 220,000,000 | 0 | |||||
Balance at Dec. 31, 2014 | $ 220 | $ 182,704 | $ (100) | $ 0 | $ (83) | $ (187,378) | $ (4,637) |
Issuance of common stock for cash (in shares) | 136,828,301 | ||||||
Issuance of common stock for cash | $ 136 | 40,361 | 40,497 | ||||
Issuance of common stock for debt (in shares) | 4,500,001 | ||||||
Issuance of common stock for debt | $ 5 | 3,415 | 3,420 | ||||
Exercise of warrants for cash (in shares) | 20,881,750 | ||||||
Exercise of warrants for cash | $ 21 | 6,045 | 6,066 | ||||
Issuance of warrants for debt discount | 1,002 | 1,002 | |||||
Issuance of warrants for derivative liabilities | (11,290) | (11,290) | |||||
Issuance of warrants for other assets | 26 | 26 | |||||
Issuance of put option for derivative liability | (76) | (76) | |||||
Other comprehensive income – unrealized gain on marketable securities | 83 | 83 | |||||
Reduction in stock subscriptions receivable | 70 | 70 | |||||
Stock-based compensation | 978 | 978 | |||||
Purchase of treasury shares (in shares) | 494,406 | ||||||
Transfer of related party shares to treasury pursuant to surrender agreements (in shares) | 86,011,510 | ||||||
Net loss | (36,410) | (36,410) | |||||
Balance (in shares) at Dec. 31, 2015 | 382,210,052 | 86,505,916 | |||||
Balance at Dec. 31, 2015 | $ 382 | 223,165 | (30) | $ 0 | 0 | (223,788) | (271) |
Issuance of common stock for cash (in shares) | 3,000,000 | ||||||
Issuance of common stock for cash | $ 3 | (3) | |||||
Exercise of warrants for cash (in shares) | 1,697,136 | ||||||
Exercise of warrants for cash | $ 2 | (1) | 1 | ||||
Issuance of warrants for derivative liabilities | 1,244 | 1,244 | |||||
Other comprehensive income – unrealized gain on marketable securities | $ 0 | ||||||
Purchase of treasury shares (in shares) | 47,657,769 | 47,657,769 | |||||
Net loss | (684) | $ (684) | |||||
Balance (in shares) at Dec. 31, 2016 | 387,730,078 | 134,163,685 | |||||
Balance at Dec. 31, 2016 | $ 388 | 226,380 | (30) | $ (500) | (224,472) | 1,766 | |
Settlement of vested RSU shares to employees (in shares) | 822,890 | ||||||
Settlement of vested RSU shares to employees | $ 1 | 1 | |||||
Purchase of treasury shares | $ (500) | $ (500) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (684) | $ (36,410) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,008 | 1,480 |
Amortization of debt discount | 3,472 | 2,106 |
Stock-based compensation | 1,244 | 978 |
Provision (benefit) for obsolete inventory | (174) | 320 |
Provision for losses on accounts receivable | (481) | (60) |
Loss on stock purchase price guarantee | 3,210 | |
Gain (Loss) on change in fair value of derivative liabilities | (24,661) | 15,951 |
Deferred income taxes | 959 | |
Other non-cash items | (162) | 1,295 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 594 | (219) |
Inventories | (3,699) | 8,209 |
Prepaid expenses and other current assets | (1,288) | 1,548 |
Other assets | (191) | (928) |
Checks written in excess of cash | 0 | (708) |
Accounts payable | (8,888) | 3,960 |
Accrued expenses and other current liabilities | 2,411 | 519 |
Net cash used in operating activities | (25,330) | (1,959) |
Cash flows from investing activities: | ||
Cash paid in acquisitions, net of cash acquired | 0 | (45,692) |
Purchase of property and equipment | (120) | (2,022) |
Proceeds from the sale of assets | 0 | 988 |
Change in restricted cash | 0 | 370 |
Net cash used in investing activities | (120) | (46,356) |
Cash flows from financing activities: | ||
Proceeds from the exercise of warrants | 0 | 6,066 |
Proceeds from the issuance of common stock | 0 | 40,497 |
Proceeds from the issuance of debt | 29,270 | 8,499 |
Reduction in stock subscriptions receivable | 0 | 70 |
Repayment of debt | (3,442) | (5,148) |
Net borrowings revolving credit facility | 3,479 | |
Decrease in security deposits | 0 | 75 |
Payment of debt issuance costs | 0 | (941) |
Net cash provided by financing activities | 29,307 | 49,118 |
Net increase in cash | 3,857 | 803 |
Cash at the beginning of the year | 1,240 | 437 |
Cash at the end of the year | 5,097 | 1,240 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 5,376 | 3,511 |
Cash paid for income taxes | 27 | 13 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Debt issued | 0 | 2,621 |
Decrease in derivative liabilities and increase in additional paid-in capital on exercise of warrants | 1,975 | |
Issuance of other liability for purchase of treasury shares | 500 | 0 |
Long-term debt repaid through the issuance of long-term debt | (4,770) | |
Issuance of long-term debt as payment of existing long-term debt | 4,770 | |
Other assets transferred to debt discount | 0 | 364 |
Issuance of warrants for debt discount | 0 | 5,924 |
Issuance of warrants for derivative liabilities | 0 | 16,212 |
Issuance of common stock for repayment of debt | 0 | (2,227) |
Issuance of warrants for prepaid expenses and other current assets | 0 | 878 |
Issuance of put option for derivative liability | 0 | 142 |
Property and equipment acquired through the issuance of capital leases | 415 | |
Nutricap Asset Acquisition [Member] | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Debt issued | 0 | 3,978 |
Liabilities assumed | 0 | 1,874 |
Other assets | 0 | 350 |
Intangible assets | 0 | 3,510 |
Goodwill | 0 | 2,692 |
Consideration exchanged-other assets | 0 | 350 |
Assets acquired-goodwill | 0 | 2,692 |
Organic Holdings [Member] | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Other assets | 0 | 2,000 |
Goodwill | 0 | 2,000 |
Consideration exchanged-other assets | 0 | 2,000 |
Assets acquired-goodwill | $ 0 | $ 2,000 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 Organization Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 August 7, 2014, Nature of Operations We are an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays, powders and whole herbs. These products are sold primarily through health and natural food stores and national and regional drug store chains, supermarkets, and mass-market retailers. We also perform contract manufacturing services for private label products. Our contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name. We do not market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers. Nutricap Purchase Agreement As further discussed in Note 3, February 6, 2015, Organic Holdings Purchase Agreement As further discussed in Note 4, October 5, 2015, Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities. Revenue Recognition Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. We sell predominately in the North American and European markets, with international sales transacted in U.S. dollars. Fair Value of Financial Instruments 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 following table summarizes our financial instruments that are measured at fair value on a recurring basis as of December 31, 2016 2015: December 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,455 $ - $ - $ 6,455 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 Accounts Receivable and Allowances We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. As of December 31, 2016, $2,365, $481 December 31, 2015, $1,494, $60 Inventories Inventories are stated at the lower of cost or market. Costs are determined using the weighted average cost method, and are reduced by an estimated reserve for obsolete inventory. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 10 8 3 Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 30 We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability. Goodwill The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may Indefinite-L ived Intangible Assets Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings are determined to have an indefinite useful economic life and as such are not amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of December 31, 2016 2015 $5,900 Shipping and Handling Costs Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $3,335 $4,132 2016 2015, Advertising and Promotion Costs We advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were $3,161 $2,509 2016 2015, Research and Development Costs Research and development costs are expensed as incurred and totaled $1,226 $1,577 2016 2015, Income Taxes We account for income taxes using an asset and liability approach. Deferred income taxes are determined by applying currently enacted tax laws and rates to cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Valuation allowances against deferred income tax assets are recorded when management concludes that it is more likely than not that such deferred income tax assets will not be realized. Our federal and state income tax returns prior to the year ended December 31, 2012 We recognize interest and penalties associated with uncertain tax positions as part of selling, general and administrative expenses and include accrued interest and penalties with the related tax liability in the consolidated balance sheets. We may We have concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. Deferred gain on sale of assets We entered into a sale-leaseback arrangement relating to our office facilities in 2013. 15 $163 2016 2015. December 31, 2016 2015, $1,727 $1,890, Net Income (Loss) per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect. Potential common shares consist of shares issuable upon the exercise of common stock warrants and options, shares issuable from restricted stock grants, and shares issuable pursuant to convertible notes; however, only shares related to warrant derivatives are considered in the table below since all other potential common shares would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share for the fiscal years ended December 31, 2016 2015: For the Years Ended December 31, 2016 2015 Numerator: Net loss $ (684 ) $ (36,410 ) Effect of dilutive securities on net loss: Common stock warrants (24,661 ) - Total net less for purpose of calculating diluted net loss per common share $ (25,345 ) $ (36,410 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 261,726,723 241,064,203 Weighted-average effect of dilutive securities: Common stock warrants 11,460,788 - Total shares for purpose of calculating diluted net loss per common share 273,187,511 241,064,203 Net loss per common share: Basic $ (0.00 ) $ (0.15 ) Diluted $ (0.09 ) $ (0.15 ) Significant Concentration of Credit Risk Sales to our top three 27% 23% 2016 2015, one 12% 15% 2016 2015, . Accounts receivable from these customers were approximately 29% 24% December 31, 2016 2015, . R ecent Accounting Pronouncements In January 2017, 2017 04, 350)” 2 December 15, 2019. January 1, 2017. We do not expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures. In August 2016, 2016 15, 230)”, December 15, 2017, In March 2016, 2016 09, 718)”, December 15, 2016, In February 2016, 2016 02, 842)”. December 15, 2018 In May 2014, August 2015 May 2016, 2014 09, Revenue from Contracts with Customers 2015 14 Revenue from Contracts with Customers, Deferral of the Effective Date 2016 12 Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients 606. 606 December 15, 2017, December 31, 2018. December 15, 2016. may Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our consolidated financial position or results of operations. |
Note 2 - Going Concern
Note 2 - Going Concern | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. Since our formation, we have generated losses from operations. At December 31, 2016, $224,472. third Because of this history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $4,050 December 31, 2016. $11,631 12 Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. As set forth more fully in Note 16 $3,267 December 31, 2016 may |
Note 3 - Nutricap Asset Acquisi
Note 3 - Nutricap Asset Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Nutricap Asset Acquisition [Member] | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 3 In September 2014, February 4, 2015, February 6, 2015 NutraScience assumed certain of the liabilities of Nutricap, including liabilities for certain taxes and liabilities related to NutraScience’s agreement to offer a credit to any customer in an amount equal to the customer deposit on an existing purchase order to which the customer agrees to novate such purchase order with NutraScience. The aggregate consideration for the purchased assets is comprised of the following: Cash ($8,000 reduced by customer deposits of $1,874) $ 6,126 Deposit paid in 2014 350 Novation contract deposit credit liability 1,874 Short-term notes payable to Nutricap 3,978 Total purchase price $ 12,328 The purchase price has been allocated as follows: Customer relationships $ 3,510 Goodwill 8,818 Total $ 12,328 The customer relationships are amortized over an estimated economic life of ten The short-term notes payable to Nutricap included a promissory note of $2,500 6% 60 $1,478 3% 12 February 2015. June 30, 2015, $2,750, $2,500 $250. January 2016 second February 2016. |
Note 4 - Organic Holdings Acqui
Note 4 - Organic Holdings Acquisition | 12 Months Ended |
Dec. 31, 2016 | |
Organic Holdings, LLC [Member] | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 4 In September 2014, 100% $2,000 August 13, 2015, October 5, 2015. October 5, 2015, $41,710. The aggregate consideration for the acquisition is comprised of the following: Cash $ 39,710 Deposit paid in 2014 2,000 Total purchase price $ 41,710 The purchase price has been allocated as follows: Intangible assets $ 22,452 Goodwill 15,280 Other net assets 3,978 Total $ 41,710 The intangible assets include customer relationships, trade names and other intangible assets and are amortized using the straight-line method over estimated economic lives ranging from three fifteen |
Note 5 - Inventories
Note 5 - Inventories | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 5 Inventories consisted of the following at: December 31, December 31, 2016 2015 Raw materials $ 4,912 $ 4,625 Work in process 1,189 1,130 Finished goods 13,438 10,084 19,539 15,839 Reserve for obsolete inventory (1,938 ) (2,112 ) $ 17,601 $ 13,727 |
Note 6 - Property and Equipment
Note 6 - Property and Equipment | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 6 Property and equipment consisted of the following at: December 31, December 31, 2016 2015 Machinery and equipment $ 10,885 $ 10,997 Computers and other 9,119 7,106 Aquifer 482 482 Leasehold improvements 1,518 1,518 Construction-in-progress - 1,291 22,004 21,394 Accumulated depreciation and amortization (18,476 ) (17,682 ) $ 3,528 $ 3,712 Assets held under capital leases are included in machinery and equipment and amounted to $1,142 $1,737 December 31, 2016 2015, Depreciation and amortization expense totaled $794 $526 2016 2015, |
Note 7 - Intangible Assets
Note 7 - Intangible Assets | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 7 Intangible assets consisted of the following at: December 31, December 31, 2016 2015 Trademarks $ 12,166 $ 12,166 Indefinite-lived intangible assets 5,900 5,900 Customer relationships 19,110 19,110 Other 753 753 37,929 37,929 Accumulated amortization (7,732 ) (5,518 ) $ 30,197 $ 32,411 Trademarks are amortized over periods ranging from 3 30 15 16 3 $2,214 $1,116 2016 2015, Estimated aggregate amortization expense for the intangible assets for each of the five 2016 Years Ending December 31, 2017 $ 2,175 2018 2,096 2019 1,858 2020 1,858 2021 1,858 Thereafter 14,452 $ 24,297 |
Note 8 - Debt
Note 8 - Debt | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 8 Debt consisted of the following at: December 31, December 31, 2016 2015 Related-Party Debt: July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $206 and $1,421 as of December 31, 2016 and 2015, respectively. $ 3,061 $ 6,615 July 2016 note payable to Little Harbor, LLC 4,770 - January 2016 note payable to GREAT HARBOR CAPITAL, LLC 2,500 - March 2016 note payable to GREAT HARBOR CAPITAL, LLC 7,000 - December 2016 note payable to GREAT HARBOR CAPITAL, LLC 2,500 - January 2016 note payable to Golisano Holdings LLC 2,500 - March 2016 note payable to Golisano Holdings LLC 7,000 - July 2016 note payable to Golisano Holdings LLC 4,770 - December 2016 note payable to Golisano Holdings LLC 2,500 - November 2014 note payable to Penta Mezzanine SBIC Fund I, L.P., net of discount and unamortized loan fees in the aggregate of $2,304 and $3,117 as of December 31, 2016 and 2015, respectively 5,696 4,883 February 2015 note payable to Penta Mezzanine SBIC Fund I, L.P., net of discount and unamortized loan fees in the aggregate of $201 and $271 as of December 31, 2016 and 2015, respectively 1,799 1,729 Total related-party debt 44,096 13,227 Senior Credit Facility with Midcap, net of unamortized loan fees of $293 and $586 as of December 31, 2016 and 2015, respectively 13,035 9,263 Other Debt January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,744 and $3,658 as of December 31, 2016 and 2015, respectively 2,256 1,342 April 2016 note payable to JL-Utah Sub, LLC 500 - Nutricap asset acquisition notes - 250 Capital lease obligations 2,732 3,868 Unsecured loans payable to vendors - 1,475 Total other debt 5,488 6,935 Total debt 62,619 29,425 Less current portion (11,631 ) (16,564 ) Long-term debt $ 50,988 $ 12,861 Future aggregate maturities of debt as of December 31, 2016 Years Ending December 31, 2017 $ 11,631 2018 14,335 2019 36,653 $ 62,619 Related-Party Debt July 2014 to Little Harbor, LLC Pursuant to a July 2014 $4,900 3 ninety $5.06 July 25, 2017. 16.2%, July 2014, July 2016 to Little Harbor, LLC On July 21, 2016, may, $4,770. January 28, 2019 . 8.5%, July 2014 December 31, 2016, $4,770. 9). January 2016 Great Harbor Capital , LLC Pursuant to a January 28, 2016 $2,500. January 28, 2019 , 8.5%, 24 $104 February 28, 2017 . 9). March 2016 Great Harbor Capital , LLC Pursuant to a March 21, 2016 $7,000. March 21, 2019 , 8.5%, 24 $292 April 21, 2017 . 9). December 2016 Great Harbor Capital , LLC Pursuant to a December 31, 2016 $2,500. December 31, 2019 , 8.5%, 24 $104 February 5, 2017 . 9). January 2016 Pursuant to a January 28, 2016 $2,500. January 28, 2019 , 8.5%, 24 $104 February 28, 2017 . 9). March 2016 Pursuant to a March 21, 2016 $7,000. March 21, 2019 , 8.5%, 24 $292 April 21, 2017 . 9). July 2016 On July 21, 2016, may, $4,770 July 2016 July 2016 January 28, 2019. 8.5% July 2016 9). December 31, 2016, $4,770. December 2016 Pursuant to a December 31, 2016 $2,500. December 31, 2019 , 8.5%, 24 $104 February 5, 2017 . 9). November 2014 Penta Mezzanine SBIC Fund I, L.P. On November 13, 2014, $8,000, November 13, 2019 November 13, 2017 $360 first four $440 four $520 12% 4,960,740 9). $3,770, $273, March 8, 2017, February 2015 Penta Mezzanine SBIC Fund I, L.P. On February 6, 2015, $2,000, November 13, 2019 November 13, 2017 $90 first four $110 four $130 12% 869,618 9). $250, $90, March 8, 2017, Senior Credit Facility On January 22, 2015, three $15,000 $20,000, September 2, 2016, $17,000. first 0.50% 1.20% 5% 6.0% December 31, 2016. 500,000 9). $130, $540 Other Debt January 2015 JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) On January 22, 2015, $5,000, February 13, 2020 March 1, 2017 $250 $350 12% 2,329,400 January 22, 2015 434,809 February 4, 2015 9). $4,389, $152 March 8, 2017, April 2016 JL-Utah Sub, LLC On April 5, 2016, $500 March 21, 2019 24 $21 April 21, 2017. 8.5% Nutricap Asset Acquisition Notes The short-term notes payable issued in the Nutricap asset acquisition included a promissory note of $2,500 6% 60 $1,478 3% 12 February 2015 . June 30, 2015, $2,750, first $2,500 $250. January 2016 second February 2016. Capital Lease Obligations Our capital lease obligations pertain to various leasing agreements with Essex Capital Corporation (“Essex”), a related party to the Company as Essex’s principal owner is a director of the Company. Financial Covenants Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. We amended our debt agreements with MidCap, Penta and JL, effective July 29, 2016, December 31, 2016, |
Note 9 - Warrants and Registrat
Note 9 - Warrants and Registration Rights Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Warrants Disclosure [Text Block] | NOTE 9 The following tables presents a summary of the status of our issued warrants as of December 31, 2016, two Weighted Average Shares Exercise Price Outstanding, December 31, 2014 84,683,227 $ 0.72 Granted 44,967,580 0.18 Canceled / Expired (68,359,761 ) 0.71 Exercised (20,881,750 ) 0.29 Outstanding, December 31, 2015 40,409,296 0.37 Granted - - Canceled / Expired (22,857,143 ) 0.53 Exercised (1,697,136 ) - Outstanding, December 31, 2016 15,855,017 0.18 Warrants Issued Midcap Warrant In connection with the line of credit agreement with MidCap described in Note 8, January 22, 2018, 500,000 $0.76 January 22, 2015, October 1, 2015, Penta Warrants In connection with the November 13, 2014 $8,000 8), 4,960,740 $0.01, November 13, 2019. 869,618 $1.00 November 13, 2019. October 1, 2015, 4,960,740 ten twelve 4,960,740 eleven twelve $3,750. March 8, 2017 8 Pursuant to a Stock Purchase Agreement dated June 30, 2015, 807,018 $0.01 June 30, 2020. October 1, 2015, JL Warrants In connection with the January 22, 2015 2,329,400 $0.01, February 13, 2020. February 4, 2015, 434,809 $1.00 February 13, 2020. October 1, 2015, two December 31, 2016, 1,187,995 $1. March 8, 2017 8 Pursuant to a June 30, 2015 403,509 $0.01 June 30, 2020, October 1, 2015, two Essex Warrants In connection with the guarantee of a note payable issued in the Nutricap asset acquisition and equipment financing by Essex discussed in Note 8, 1,428,571 $0.77 June 30, 2020. 350,649 Capstone Warrants In May 2015, 2 4,000,000 March 31, 2016, 3 6,000,000 July 31, 2016 4 6,000,000 November 30, 2016. December 31, 2016, JL Properties, Inc. Warrants In April 2015, $1,000 April 30, 2015, two The first 465,880 $0.01, April 30, 2020. December 31, 2018 $19,250. two The second 86,962 $1.00, April 30, 2020. second We have granted JL Properties certain registration rights, commencing October 1, 2015, two Golisano Warrants Pursuant to an October 2015 third October 5, 2015. 12,697,977 $.001 sixty October 5, 2015, February 6, 2016, 509,141 $1. December 31, 2016, 6,857,143 December 31, 2016, 4,756,505 Warrants Issued into Escrow Golisano Escrow Warrants In connection with a January 28, 2016 1,136,363 $0.01 “January 2016 January 2016 January 28, 2019 1,136,363 January 2016 January 2016 February 28, 2022 . January 2016 In connection with a March 21, 2016 3,181,816 $0.01 “March 2016 March 2016 March 21, 2019 3,181,816 March 2016 March 2016 March 21, 2022 . March 2016 In connection with the Golisano LLC July 2016 2,168,178 $0.01 July 2016 July 2016 July 2016 January 28, 2019 July 2016 2,168,178 July 2016 July 2016 July 21, 2022 . July 2016 In connection with the Golisano LLC December 2016 1,136,363 $0.01 December 2016 December 2016 December 2016 December 31, 2019 December 2016 1,136,363 December 2016 December 2016 December 30, 2022 . December 2016 We previously entered into a Registration Rights Agreement with Golisano LLC, dated as of October 5, 2015 GH Escrow Warrants In connection with a January 28, 2016 1,136,363 $0.01 “January 2016 January 2016 January 28, 2019 1,136,363 January 2016 January 2016 February 28, 2022. January 2016 In connection with a March 21, 2016 3,181,816 $0.01 “March 2016 March 2016 March 21, 2019 3,181,816 March 2016 March 2016 March 21, 2022 . March 2016 In connection with the GH December 2016 1,136,363 $0.01 “December 2016 December 2016 December 2016 December 31, 2019 December 2016 1,136,363 December 2016 December 2016 December 30, 2022 . December 2016 JL-US Escrow Warrant In connection with an April 5, 2016 227,273 $0.01 March 21, 2019 227,273 March 21, 2022 . Little Harbor Escrow Warrant The Little Harbor July 2016 2,168,178 $0.01 July 2016 July 2016 July 2016 January 28, 2019 July 2016 2,168,178 July 2016 July 2016 July 21, 2022 . July 2016 July 2016 July 2016 |
Note 10 - Derivative Liabilitie
Note 10 - Derivative Liabilities | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | NOTE 10 The number of shares of common stock issuable pursuant to certain warrants issued in 2015 December 31, 2016, $6,455 $33,091 December 31, 2015. 2015 2016: Derivative liabilities at January 1, 2015 $ - Addition to liabilities for new warrants and put option issued 28,195 Amend warrants (10,989 ) Expiration of put option (66 ) Loss on change in fair value of derivative liabilities 15,951 Derivative liabilities at December 31, 2015 $ 33,091 Exercise of warrants (1,975 ) Gain on change in fair value of derivative liabilities (24,661 ) Derivative liabilities at December 31, 2016 $ 6,455 The value of the derivative liabilities is generally estimated using an options lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Note 11 - Stockholders' Equity
Note 11 - Stockholders' Equity (Deficit) | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 11 Preferred Stock We have authorized 500,000,000 $0.001 Common Stock In October 2016, 3,000,000 $.001 $3 $660. Twinlab Consolidation Corporation 2013 The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation 2013 September 16, 2014. 20,000,000 2016 2015, one 25% 2019. December 31, 2016, 822,890 December 31, 2016, 4,819,394 Treasury Stock In May July 2015, 494,406 $1, In 2016, 38,350,871 2,799,147 $1 35,551,724 $500. 9,306,898 December 31, 2016 47,657,769 Tolworthy Surrender Agreements and Separation and Release Agreement In September 2014, 22,092,277 October 2015. October 5, 2015, 60,470,957 In connection with the Stock Purchase Agreements with five October 21, 2015, 3,448,276 Through December 31, 2015, 86,011,510 The employment of Mr. Tolworthy as President and Chief Executive Officer of the company was terminated by the company on March 16, 2016. March 23, 2016, 35,551,724 $500. In connection with the Separation Agreement, Mr. Tolworthy also surrendered 9,306,898 September 3, 2014. Great Harbor Capital , LLC Stock Purchase Agreement On October 1, 2015, October 2, 2015, 41,379,310 $12,000. Golisano Holdings LLC Securities Purchase Agreement On October 2, 2015, October 5, 2015 88,711,241 $25,000. 30% 4. In addition to the 88,771,241 9, On February 6, 2016, 509,141 $1. October In October 2015, five 3,448,276 $1,000. Van Andel Trust Stock Purchase Agreement On June 2, 2015, 3,289,474 $0.76 $2,500. September 5, 2014, 5,592,105 $0.76 two September 2015, 12,987,021 $0.385 $5,000 3,289,474 $0.01 $33. Little Harbor Stock Purchase Agreement On June 2, 2015, 3,289,474 $0.76 $2,500. $2,500 9, September 2015, 3,289,474 $0.01 $33 Penta Stock Purchase Agreement On June 30, 2015, 807,018 $0.76 $613. $613 9, JL Stock Purchase Agreement On June 30, 2015, 403,509 $0.76 $307. $307 We issued JL warrants to purchase an aggregate of 2,329,400 $0.01, February 13, 2020. two February 4, 2016, one 930,538 $1. February 4, 2016, 257,457 $1. Capstone Warrant Exercises In April 2015, 657,895 $500. July 2015, 657,895 $0.76 $500 Stock Subscription Receivable and Loss on Stock Price Guarantee At September 30, 2016, August 1, 2014 1,528,384 $30 5%. On August 6, 2016, 18 $2.29 $3,210. $3,210 December 31, 2016 December 31, 2016, 10 may |
Note 12 - Income Taxes
Note 12 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | NOTE 12 Income tax provision consisted of the following for the years ended December 31, 2016 2015 December 31, December 31, 2016 2015 Current: State $ - $ (14 ) Total current expense - (14 ) Deferred: Federal 8,161 5,247 State (2,734 ) 1,888 Change in valuation allowance (6,386 ) (7,135 ) Total deferred expense (959 ) - Total income tax provision $ (959 ) $ (14 ) The income tax provision differs from the amount computed at federal statutory rates for the years ended December 31, 2016 2015 December 31, December 31, 2016 2015 Income tax (expense) benefit at statutory rate $ (94 ) $ 12,375 State income taxes (net of federal benefit) 1,356 801 Interest expense (427 ) (427 ) Equity-based expenses 8,554 (5,440 ) Adjustment to state net operating loss carryforward (3,017 ) - Adjustment to book/tax difference in asset bases (821 ) - Change in valuation allowance (6,386 ) (7,135 ) Other (124 ) (188 ) Income tax provision $ (959 ) $ (14 ) Deferred tax assets (liabilities) are comprised of the following at December 31, 2016 2015: December 31, December 31, 2016 2015 Deferred tax assets: Accruals and reserves $ 4,944 $ 4,448 Deferred revenue 724 755 Net operating loss carryforwards 70,782 64,180 Depreciation and amortization 472 1,258 Other 263 158 Gross deferred tax assets 77,185 70,799 Less: valuation allowance (77,185 ) (70,799 ) Total deferred tax assets - - Deferred tax liabilities: Indefinite lived intangible assets (959 ) - Total deferred tax liabilities (959 ) - Net deferred tax liabilities $ (959 ) $ - As a result of recurring operating losses, we have recorded a full valuation allowance against our net deferred income tax assets as of December 31, 2016 2015, December 31, 2016 2015, $6,386 $7,135, We had federal net operating loss carryforwards of approximately $194,000 $107,000 December 31, 2016, 2021 2037. We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Based upon our review and evaluation, during the years ended December 31, 2016 2015, Pursuant to the guidelines of the recently issued ASU 2015 17 December 15, 2016 December 31, 2016. may The Company is subject to audit by the IRS and various states for tax years dating back to 2013 No |
Note 13 - Retirement Programs
Note 13 - Retirement Programs | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Compensation and Employee Benefit Plans [Text Block] | NOTE 13 Until June 2016, 401(k) 1986, 100% first 1% 50% 5% 6% 401(k) $203 $353 2016 2015, |
Note 14 - Commitments and Conti
Note 14 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 14 Litigation From time to time the Company and its subsidiaries are parties to litigation arising in the ordinary course of business operations. Such litigation primarily involves claims for personal injury, property damage, breach of contract and claims involving employee relations and certain administrative proceedings. Based on current information, we believe that the ultimate conclusion of the various pending litigation, in the aggregate, will not have a material adverse effect on our consolidated financial position, results of operations and cash flows. Rite Aid Hdqrts. Corp v. Twinlab Corporation, Case No. 2016 05532 October 11, 2016. Leases We have operating leases for certain factory, warehouse, office space, and machinery and equipment. Certain leases provide for payment of real estate taxes, common area maintenance, insurance and certain other expenses. Lease terms may 2028. $1,915 $1,481 2016 2015, Certain leases of machinery and office equipment are classified as capital leases and expire at various dates through 2018. Years Ending December 31, Operating Capital Leases Leases 2017 $ 1,552 $ 1,482 2018 1,729 1,128 2019 1,761 122 2020 1,786 - 2021 1,812 - Thereafter 9,770 - $ 18,410 $ 2,732 St. Petersburg Office Lease Agreement On April 7, 2015, twelve May 1, 2015 April 30, 2027. We initially leased the fifth sixth February 1, 2016 October 31, 2016, $50,000 thirty On November 30, 2016, 6th May 1, 2016, October 1, 2016 October 1, 2016. $4,466 $4,552 The Lease required us to deposit a $1,000 July 1, 2015. May 1, 2018 May 1st 8, April 30, 2015, On November 30, 2016, 5th . (“Subtenant”). The term commences on February 1, 2017 June 30, 2022. July 1, 2022 April 29, 2027. $2,005 $2,133 $100 Employee Agreements We have entered into employment agreements with certain members of management. The terms of each agreement are different. However, one Minimum Purchase Commitment We entered into an agreement with a certain supplier in April 2013. $5,000 5 $250 one $5,000, $250. December 31, 2016 $2,180 |
Note 15 - Related Party Transac
Note 15 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Related Party Transactions Disclosure [Text Block] | NOTE 15 See Note 8 . In addition, see Note 11 9, . Also discussed in Note 8 8 2015 See Note 11 9, See Note 9 We had sales of $4,106 $882 2016 2015, |
Note 16 - Subsequent Events
Note 16 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 16 – SU BSEQUENT EVENTS Dennis Frisco v. Organics Management Settlement On February 27, 2017, 3 Golisano Promissory Note Pursuant to a March 14, 2017 $3,267. December 30, 2019, 8.5% 1,484,847 $0.01 Common Stock Repurchase On January 5, 2017, 642,366 $1. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Organization [Policy Text Block] | Organization Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 August 7, 2014, |
Nature of Operations [Policy Text Block] | Nature of Operations We are an integrated manufacturer, marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty stores retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the Twinlab® Fuel brand of sports nutrition products); a market leader in the healthy aging and beauty from within categories sold under the Reserveage™ Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; the Re-Body® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays, powders and whole herbs. These products are sold primarily through health and natural food stores and national and regional drug store chains, supermarkets, and mass-market retailers. We also perform contract manufacturing services for private label products. Our contract manufacturing business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name. We do not market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers. |
Nutricap Purchase Agreement [Policy Text Block] | Nutricap Purchase Agreement As further discussed in Note 3, February 6, 2015, |
Organic Holdings Purchase Agreement [Policy Text Block] | Organic Holdings Purchase Agreement As further discussed in Note 4, October 5, 2015, |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Revenue from product sales, net of estimated returns and allowances, is recognized when evidence of an arrangement is in place, related prices are fixed and determinable, contractual obligations have been satisfied, title and risk of loss have been transferred to the customer and collection of the resulting receivable is reasonably assured. Shipping terms are generally freight on board shipping point. We sell predominately in the North American and European markets, with international sales transacted in U.S. dollars. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair 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 following table summarizes our financial instruments that are measured at fair value on a recurring basis as of December 31, 2016 2015: December 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,455 $ - $ - $ 6,455 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowances We grant credit to customers and generally do not 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 December 31, 2016, $2,365, $481 December 31, 2015, $1,494, $60 |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or market. Costs are determined using the weighted average cost method, and are reduced by an estimated reserve for obsolete inventory. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 10 8 3 Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 30 We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The excess of the cost over the fair value of net assets of acquired businesses is recorded as goodwill. Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may |
Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block] | Indefinite-L ived Intangible Assets Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings are determined to have an indefinite useful economic life and as such are not amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of December 31, 2016 2015 $5,900 |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Costs Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $3,335 $4,132 2016 2015, |
Advertising Costs, Policy [Policy Text Block] | Advertising and Promotion Costs We advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were $3,161 $2,509 2016 2015, |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Costs Research and development costs are expensed as incurred and totaled $1,226 $1,577 2016 2015, |
Income Tax, Policy [Policy Text Block] | Income Taxes We account for income taxes using an asset and liability approach. Deferred income taxes are determined by applying currently enacted tax laws and rates to cumulative temporary differences between the carrying value of assets and liabilities for financial statement and income tax purposes. Valuation allowances against deferred income tax assets are recorded when management concludes that it is more likely than not that such deferred income tax assets will not be realized. Our federal and state income tax returns prior to the year ended December 31, 2012 We recognize interest and penalties associated with uncertain tax positions as part of selling, general and administrative expenses and include accrued interest and penalties with the related tax liability in the consolidated balance sheets. We may We have concluded that there are no significant uncertain tax positions requiring disclosure, and there are no material amounts of unrecognized tax benefits. |
Fair Value of Warrants Issued, Policy [Policy Text Block] | Value of Warrants Issued with Debt We estimate the grant date value of certain warrants issued with debt, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Derivatives, Policy [Policy Text Block] | Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Sale Leaseback Transactions, Policy [Policy Text Block] | Deferred gain on sale of assets We entered into a sale-leaseback arrangement relating to our office facilities in 2013. 15 $163 2016 2015. December 31, 2016 2015, $1,727 $1,890, |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. The computation of Diluted EPS does not assume exercise or conversion of securities that would have an anti-dilutive effect. Potential common shares consist of shares issuable upon the exercise of common stock warrants and options, shares issuable from restricted stock grants, and shares issuable pursuant to convertible notes; however, only shares related to warrant derivatives are considered in the table below since all other potential common shares would be anti-dilutive. The following table reflects the calculation of basic and diluted net loss per common share for the fiscal years ended December 31, 2016 2015: For the Years Ended December 31, 2016 2015 Numerator: Net loss $ (684 ) $ (36,410 ) Effect of dilutive securities on net loss: Common stock warrants (24,661 ) - Total net less for purpose of calculating diluted net loss per common share $ (25,345 ) $ (36,410 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 261,726,723 241,064,203 Weighted-average effect of dilutive securities: Common stock warrants 11,460,788 - Total shares for purpose of calculating diluted net loss per common share 273,187,511 241,064,203 Net loss per common share: Basic $ (0.00 ) $ (0.15 ) Diluted $ (0.09 ) $ (0.15 ) |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to our top three 27% 23% 2016 2015, one 12% 15% 2016 2015, . Accounts receivable from these customers were approximately 29% 24% December 31, 2016 2015, . |
New Accounting Pronouncements, Policy [Policy Text Block] | R ecent Accounting Pronouncements In January 2017, 2017 04, 350)” 2 December 15, 2019. January 1, 2017. We do not expect the new guidance to have a significant impact on our consolidated financial statements or related disclosures. In August 2016, 2016 15, 230)”, December 15, 2017, In March 2016, 2016 09, 718)”, December 15, 2016, In February 2016, 2016 02, 842)”. December 15, 2018 In May 2014, August 2015 May 2016, 2014 09, Revenue from Contracts with Customers 2015 14 Revenue from Contracts with Customers, Deferral of the Effective Date 2016 12 Revenue from Contracts with Customers, Narrow-Scope Improvements and Practical Expedients 606. 606 December 15, 2017, December 31, 2018. December 15, 2016. may Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, we do not believe any of these accounting pronouncements has had or will have a material impact on our consolidated financial position or results of operations. |
Note 1 - Nature of Operations24
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | December 31, 2016 Total Level 1 Level 2 Level 3 Derivative liabilities $ 6,455 $ - $ - $ 6,455 December 31, 2015 Total Level 1 Level 2 Level 3 Derivative liabilities $ 33,091 $ - $ - $ 33,091 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Years Ended December 31, 2016 2015 Numerator: Net loss $ (684 ) $ (36,410 ) Effect of dilutive securities on net loss: Common stock warrants (24,661 ) - Total net less for purpose of calculating diluted net loss per common share $ (25,345 ) $ (36,410 ) Number of shares used in per common share calculations: Total shares for purposes of calculating basic net loss per common share 261,726,723 241,064,203 Weighted-average effect of dilutive securities: Common stock warrants 11,460,788 - Total shares for purpose of calculating diluted net loss per common share 273,187,511 241,064,203 Net loss per common share: Basic $ (0.00 ) $ (0.15 ) Diluted $ (0.09 ) $ (0.15 ) |
Note 3 - Nutricap Asset Acqui25
Note 3 - Nutricap Asset Acquisition (Tables) - Nutricap Asset Acquisition [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Business Combination, Consideration Transferred [Table Text Block] | Cash ($8,000 reduced by customer deposits of $1,874) $ 6,126 Deposit paid in 2014 350 Novation contract deposit credit liability 1,874 Short-term notes payable to Nutricap 3,978 Total purchase price $ 12,328 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Customer relationships $ 3,510 Goodwill 8,818 Total $ 12,328 |
Note 4 - Organic Holdings Acq26
Note 4 - Organic Holdings Acquisition (Tables) - Organic Holdings, LLC [Member] | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Business Combination, Consideration Transferred [Table Text Block] | Cash $ 39,710 Deposit paid in 2014 2,000 Total purchase price $ 41,710 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Intangible assets $ 22,452 Goodwill 15,280 Other net assets 3,978 Total $ 41,710 |
Note 5 - Inventories (Tables)
Note 5 - Inventories (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31, December 31, 2016 2015 Raw materials $ 4,912 $ 4,625 Work in process 1,189 1,130 Finished goods 13,438 10,084 19,539 15,839 Reserve for obsolete inventory (1,938 ) (2,112 ) $ 17,601 $ 13,727 |
Note 6 - Property and Equipme28
Note 6 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2016 2015 Machinery and equipment $ 10,885 $ 10,997 Computers and other 9,119 7,106 Aquifer 482 482 Leasehold improvements 1,518 1,518 Construction-in-progress - 1,291 22,004 21,394 Accumulated depreciation and amortization (18,476 ) (17,682 ) $ 3,528 $ 3,712 |
Note 7 - Intangible Assets (Tab
Note 7 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | December 31, December 31, 2016 2015 Trademarks $ 12,166 $ 12,166 Indefinite-lived intangible assets 5,900 5,900 Customer relationships 19,110 19,110 Other 753 753 37,929 37,929 Accumulated amortization (7,732 ) (5,518 ) $ 30,197 $ 32,411 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Years Ending December 31, 2017 $ 2,175 2018 2,096 2019 1,858 2020 1,858 2021 1,858 Thereafter 14,452 $ 24,297 |
Note 8 - Debt (Tables)
Note 8 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | December 31, December 31, 2016 2015 Related-Party Debt: July 2014 note payable to Little Harbor, LLC, net of unamortized discount of $206 and $1,421 as of December 31, 2016 and 2015, respectively. $ 3,061 $ 6,615 July 2016 note payable to Little Harbor, LLC 4,770 - January 2016 note payable to GREAT HARBOR CAPITAL, LLC 2,500 - March 2016 note payable to GREAT HARBOR CAPITAL, LLC 7,000 - December 2016 note payable to GREAT HARBOR CAPITAL, LLC 2,500 - January 2016 note payable to Golisano Holdings LLC 2,500 - March 2016 note payable to Golisano Holdings LLC 7,000 - July 2016 note payable to Golisano Holdings LLC 4,770 - December 2016 note payable to Golisano Holdings LLC 2,500 - November 2014 note payable to Penta Mezzanine SBIC Fund I, L.P., net of discount and unamortized loan fees in the aggregate of $2,304 and $3,117 as of December 31, 2016 and 2015, respectively 5,696 4,883 February 2015 note payable to Penta Mezzanine SBIC Fund I, L.P., net of discount and unamortized loan fees in the aggregate of $201 and $271 as of December 31, 2016 and 2015, respectively 1,799 1,729 Total related-party debt 44,096 13,227 Senior Credit Facility with Midcap, net of unamortized loan fees of $293 and $586 as of December 31, 2016 and 2015, respectively 13,035 9,263 Other Debt January 2015 note payable to JL-BBNC Mezz Utah, LLC, net of discount and unamortized loan fees in the aggregate of $2,744 and $3,658 as of December 31, 2016 and 2015, respectively 2,256 1,342 April 2016 note payable to JL-Utah Sub, LLC 500 - Nutricap asset acquisition notes - 250 Capital lease obligations 2,732 3,868 Unsecured loans payable to vendors - 1,475 Total other debt 5,488 6,935 Total debt 62,619 29,425 Less current portion (11,631 ) (16,564 ) Long-term debt $ 50,988 $ 12,861 |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | Years Ending December 31, 2017 $ 11,631 2018 14,335 2019 36,653 $ 62,619 |
Note 9 - Warrants and Registr31
Note 9 - Warrants and Registration Rights Agreements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Weighted Average Shares Exercise Price Outstanding, December 31, 2014 84,683,227 $ 0.72 Granted 44,967,580 0.18 Canceled / Expired (68,359,761 ) 0.71 Exercised (20,881,750 ) 0.29 Outstanding, December 31, 2015 40,409,296 0.37 Granted - - Canceled / Expired (22,857,143 ) 0.53 Exercised (1,697,136 ) - Outstanding, December 31, 2016 15,855,017 0.18 |
Note 10 - Derivative Liabilit32
Note 10 - Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Derivative liabilities at January 1, 2015 $ - Addition to liabilities for new warrants and put option issued 28,195 Amend warrants (10,989 ) Expiration of put option (66 ) Loss on change in fair value of derivative liabilities 15,951 Derivative liabilities at December 31, 2015 $ 33,091 Exercise of warrants (1,975 ) Gain on change in fair value of derivative liabilities (24,661 ) Derivative liabilities at December 31, 2016 $ 6,455 |
Note 12 - Income Taxes (Tables)
Note 12 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, December 31, 2016 2015 Current: State $ - $ (14 ) Total current expense - (14 ) Deferred: Federal 8,161 5,247 State (2,734 ) 1,888 Change in valuation allowance (6,386 ) (7,135 ) Total deferred expense (959 ) - Total income tax provision $ (959 ) $ (14 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, December 31, 2016 2015 Income tax (expense) benefit at statutory rate $ (94 ) $ 12,375 State income taxes (net of federal benefit) 1,356 801 Interest expense (427 ) (427 ) Equity-based expenses 8,554 (5,440 ) Adjustment to state net operating loss carryforward (3,017 ) - Adjustment to book/tax difference in asset bases (821 ) - Change in valuation allowance (6,386 ) (7,135 ) Other (124 ) (188 ) Income tax provision $ (959 ) $ (14 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 31, 2016 2015 Deferred tax assets: Accruals and reserves $ 4,944 $ 4,448 Deferred revenue 724 755 Net operating loss carryforwards 70,782 64,180 Depreciation and amortization 472 1,258 Other 263 158 Gross deferred tax assets 77,185 70,799 Less: valuation allowance (77,185 ) (70,799 ) Total deferred tax assets - - Deferred tax liabilities: Indefinite lived intangible assets (959 ) - Total deferred tax liabilities (959 ) - Net deferred tax liabilities $ (959 ) $ - |
Note 14 - Commitments and Con34
Note 14 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Notes Tables | |
Schedule Of Future Minimum Lease Payments for Capital Leases and Operating Leases [Table Text Block] | Years Ending December 31, Operating Capital Leases Leases 2017 $ 1,552 $ 1,482 2018 1,729 1,128 2019 1,761 122 2020 1,786 - 2021 1,812 - Thereafter 9,770 - $ 18,410 $ 2,732 |
Note 1 - Nature of Operations35
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Allowance for Doubtful Accounts Receivable, Current | $ 2,365 | $ 1,494 |
Provision for Doubtful Accounts | (481) | (60) |
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 5,900 | 5,900 |
Advertising Expense | 3,161 | 2,509 |
Research and Development Expense | $ 1,226 | 1,577 |
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 15 years | |
Amortization of Deferred Gain on Sale of Assets | $ 163 | 163 |
Deferred Gain on Sale of Property | $ 1,727 | $ 1,890 |
Sales Revenue, Net [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | ||
Number of Major Customers | 3 | 3 |
Concentration Risk, Percentage | 27.00% | 23.00% |
Sales Revenue, Net [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | ||
Number of Major Customers | 1 | 1 |
Concentration Risk, Percentage | 12.00% | 15.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Concentration Risk, Percentage | 29.00% | 24.00% |
Selling, General and Administrative Expenses [Member] | ||
Shipping, Handling and Transportation Costs | $ 3,335 | $ 4,132 |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | Trademarks and Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum [Member] | Trademarks and Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Property, Plant and Equipment, Useful Life | 7 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Property, Plant and Equipment, Useful Life | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment, Useful Life | 8 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment, Useful Life | 3 years |
Note 1 - Nature of Operations36
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative liabilities | $ 6,455 | $ 33,091 | $ 0 |
Fair Value, Measurements, Recurring [Member] | |||
Derivative liabilities | 6,455 | 33,091 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Derivative liabilities | 0 | 0 | |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Derivative liabilities | $ 6,455 | $ 33,091 |
Note 1 - Nature of Operations37
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Net loss | $ (684) | $ (36,410) |
Common stock warrants | (24,661) | |
Total net less for purpose of calculating diluted net loss per common share | $ (25,345) | $ (36,410) |
Total shares for purposes of calculating basic net loss per common share (in shares) | 261,726,723 | 241,064,203 |
Common stock warrants (in shares) | 11,460,788 | |
Total shares for purpose of calculating diluted net loss per common share (in shares) | 273,187,511 | 241,064,203 |
Basic (in dollars per share) | $ 0 | $ (0.15) |
Diluted (in dollars per share) | $ (0.09) | $ (0.15) |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Retained Earnings (Accumulated Deficit) | $ (224,472) | $ (223,788) | |
Working Capital Deficiency | 4,050 | ||
Long-term Debt, Current Maturities | 11,631 | 16,564 | |
Proceeds from Issuance of Debt | $ 29,270 | $ 8,499 | |
Subsequent Event [Member] | |||
Proceeds from Issuance of Debt | $ 3,267 |
Note 3 - Nutricap Asset Acqui39
Note 3 - Nutricap Asset Acquisition (Details Textual) - USD ($) $ in Thousands | Jun. 30, 2015 | Feb. 06, 2015 | Feb. 28, 2015 |
Promissory Note Payable 6.0 [Member] | |||
Debt Instrument, Face Amount | $ 2,750 | $ 2,500 | |
Late Fee | 250 | ||
Promissory Note Payable 3.0 [Member] | |||
Debt Instrument, Face Amount | $ 1,478 | ||
Nutricap Asset Acquisition [Member] | Promissory Note Payable 6.0 [Member] | |||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 2,500 | ||
Debt Instrument, Interest Rate, Stated Percentage | 6.00% | ||
Debt Instrument, Face Amount | 2,750 | ||
Late Fee | $ 250 | ||
Nutricap Asset Acquisition [Member] | Promissory Note Payable 3.0 [Member] | |||
Business Combination, Consideration Transferred, Liabilities Incurred | $ 1,478 | ||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | ||
Nutricap Asset Acquisition [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Note 3 - Nutricap Asset Acqui40
Note 3 - Nutricap Asset Acquisition - Aggregate Consideration for the Purchased Assets (Details) - Nutricap Asset Acquisition [Member] $ in Thousands | Feb. 06, 2015USD ($) |
Cash ($8,000 reduced by customer deposits of $1,874) | $ 6,126 |
Deposit paid in 2014 | 350 |
Novation contract deposit credit liability | 1,874 |
Total purchase price | 12,328 |
Short Term Notes Payable to Nutricap [Member] | |
Short-term notes payable to Nutricap | $ 3,978 |
Note 3 - Nutricap Asset Acqui41
Note 3 - Nutricap Asset Acquisition - Aggregate Consideration for the Purchased Assets (Details) (Parentheticals) - Nutricap Asset Acquisition [Member] $ in Thousands | Feb. 06, 2015USD ($) |
Cash paid for acquisition, before reduction of customer deposits | $ 8,000 |
Customer deposits | $ 1,874 |
Note 3 - Nutricap Asset Acqui42
Note 3 - Nutricap Asset Acquisition - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 06, 2015 |
Goodwill | $ 24,098 | $ 24,098 | |
Nutricap Asset Acquisition [Member] | |||
Goodwill | $ 8,818 | ||
Total | 12,328 | ||
Nutricap Asset Acquisition [Member] | Customer Relationships [Member] | |||
Customer relationships | $ 3,510 |
Note 4 - Organic Holdings Acq43
Note 4 - Organic Holdings Acquisition (Details Textual) - USD ($) $ in Thousands | Oct. 05, 2015 | Sep. 30, 2014 | Dec. 31, 2016 |
Minimum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 3 years | ||
Maximum [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||
Organic Holdings, LLC [Member] | |||
Option Agreement, Percentage of Outstanding equity interest | 100.00% | ||
Payment to Acquire Option for the Right to Acquire a Business | $ 2,000 | ||
Business Combination, Consideration Transferred | $ 41,710 |
Note 4 - Organic Holdings Acq44
Note 4 - Organic Holdings Acquisition - Aggregate Consideration for the Acquisition (Details) - Organic Holdings, LLC [Member] $ in Thousands | Oct. 05, 2015USD ($) |
Cash | $ 39,710 |
Deposit paid in 2014 | 2,000 |
Total purchase price | $ 41,710 |
Note 4 - Organic Holdings Acq45
Note 4 - Organic Holdings Acquisition - Allocation of Purchase Price (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 05, 2015 |
Goodwill | $ 24,098 | $ 24,098 | |
Organic Holdings, LLC [Member] | |||
Customer relationships | $ 22,452 | ||
Goodwill | 15,280 | ||
Other net assets | 3,978 | ||
Total | $ 41,710 |
Note 5 - Inventories - Inventor
Note 5 - Inventories - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Raw materials | $ 4,912 | $ 4,625 |
Work in process | 1,189 | 1,130 |
Finished goods | 13,438 | 10,084 |
19,539 | 15,839 | |
Reserve for obsolete inventory | (1,938) | (2,112) |
$ 17,601 | $ 13,727 |
Note 6 - Property and Equipme47
Note 6 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Depreciation | $ 794 | $ 526 |
Machinery and Equipment [Member] | ||
Capital Leased Assets, Gross | $ 1,142 | $ 1,737 |
Note 6 - Property and Equipme48
Note 6 - Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property and equipment | $ 22,004 | $ 21,394 |
Accumulated depreciation and amortization | (18,476) | (17,682) |
3,528 | 3,712 | |
Machinery and Equipment [Member] | ||
Property and equipment | 10,885 | 10,997 |
Computers and Other [Member] | ||
Property and equipment | 9,119 | 7,106 |
Aquifer [Member] | ||
Property and equipment | 482 | 482 |
Leasehold Improvements [Member] | ||
Property and equipment | 1,518 | 1,518 |
Construction in Progress [Member] | ||
Property and equipment | $ 0 | $ 1,291 |
Note 7 - Intangible Assets (Det
Note 7 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Amortization of Intangible Assets | $ 2,214 | $ 1,116 |
Other Intangible Assets [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | Trademarks [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 3 years | |
Minimum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Maximum [Member] | Trademarks [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years |
Note 7 - Intangible Assets - Sc
Note 7 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Intangible assets | $ 37,929 | $ 37,929 |
Indefinite-lived intangible assets | 5,900 | 5,900 |
Accumulated amortization | (7,732) | (5,518) |
30,197 | 32,411 | |
Trademarks [Member] | ||
Intangible assets | 12,166 | 12,166 |
Customer Relationships [Member] | ||
Intangible assets | 19,110 | 19,110 |
Other Intangible Assets [Member] | ||
Intangible assets | $ 753 | $ 753 |
Note 7 - Intangible Assets - Es
Note 7 - Intangible Assets - Estimated Amortization Expense (Details) - Trademarks and Customer Relationships [Member] $ in Thousands | Dec. 31, 2016USD ($) |
2,017 | $ 2,175 |
2,018 | 2,096 |
2,019 | 1,858 |
2,020 | 1,858 |
2,021 | 1,858 |
Thereafter | 14,452 |
$ 24,297 |
Note 8 - Debt (Details Textual)
Note 8 - Debt (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2016 | Sep. 02, 2016 | Jul. 21, 2016 | Apr. 05, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Jun. 30, 2015 | Feb. 06, 2015 | Jan. 22, 2015 | Nov. 13, 2014 | Feb. 28, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 04, 2015 | Dec. 31, 2014 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 15,855,017 | 40,409,296 | 84,683,227 | |||||||||||
Revolving Credit Facility [Member] | Midcap Funding X Trust [Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 130 | ||||||||||||||
Debt Instrument, Fee Amount | 540 | ||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 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% | ||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | 6.00% | |||||||||||||
Promissory Note Payable 6.0 [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 2,750 | $ 2,500 | |||||||||||||
Debt Instrument, Interest Rate During Period | 6.00% | ||||||||||||||
Late Fee | $ 250 | ||||||||||||||
Promissory Note Payable 3.0 [Member] | |||||||||||||||
Debt Instrument, Face Amount | $ 1,478 | ||||||||||||||
Debt Instrument, Interest Rate During Period | 3.00% | ||||||||||||||
Debt Instrument, Frequency of Periodic Payment | 12 | ||||||||||||||
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | ||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||||
Proceeds from Related Party Debt | $ 4,770 | ||||||||||||||
Little Harbor [Member] | |||||||||||||||
Debt Instrument, Periodic Payment | $ 4,900 | ||||||||||||||
Debt Instrument, Obligation Termination, Stock Price Trigger | 5.06 | 5.06 | |||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 16.20% | 16.20% | |||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||
Golisano Holdings LLC [Member] | Unsecured Promissory Note [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||
Debt Instrument, Face Amount | $ 2,500 | $ 7,000 | $ 2,500 | $ 2,500 | |||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2019 | Mar. 21, 2019 | Jan. 28, 2019 | ||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 104 | $ 292 | $ 104 | ||||||||||||
Debt Instrument, Date of First Required Payment | Feb. 5, 2017 | Apr. 21, 2017 | Feb. 28, 2017 | ||||||||||||
Golisano Holdings LLC [Member] | Unsecured Delayed Draw Promissory Note [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | ||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||||
Proceeds from Related Party Debt | $ 4,770 | ||||||||||||||
Great Harbor Capital, LLC [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||
Debt Instrument, Face Amount | $ 2,500 | $ 7,000 | $ 2,500 | $ 2,500 | |||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2019 | Mar. 21, 2019 | Jan. 28, 2019 | ||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 104 | $ 292 | $ 104 | ||||||||||||
Debt Instrument, Date of First Required Payment | Feb. 5, 2017 | Apr. 21, 2017 | Feb. 28, 2017 | ||||||||||||
JL [Member] | |||||||||||||||
Debt Instrument, Periodic Payment | $ 250 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | ||||||||||||||
Debt Instrument, Maturity Date | Feb. 13, 2020 | ||||||||||||||
Debt Instrument, Date of First Required Payment | Mar. 1, 2017 | ||||||||||||||
Proceeds from Notes Payable | $ 5,000 | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,400 | 434,809 | |||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 4,389 | ||||||||||||||
Debt Instrument, Fee Amount | 152 | ||||||||||||||
Increased Debt Instrument Periodic Payment | $ 350 | ||||||||||||||
JL [Member] | Notes Payable Maturing in March 2019 [Member] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||
Debt Instrument, Maturity Date | Mar. 21, 2019 | ||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 21 | ||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | ||||||||||||||
Notes Payable to Bank, Noncurrent | $ 500 | ||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | |||||||||||||||
Debt Instrument, Periodic Payment | $ 360 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | |||||||||||||
Debt Instrument, Face Amount | $ 2,000 | ||||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | Nov. 13, 2019 | |||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 90 | ||||||||||||||
Debt Instrument, Date of First Required Payment | Nov. 13, 2017 | Nov. 13, 2017 | |||||||||||||
Proceeds from Notes Payable | $ 8,000 | ||||||||||||||
Debt Instrument Periodic Principal Payments Due in Next Four Quarters | $ 110 | 440 | |||||||||||||
Debt Instrument Periodic Principal Payments Due Thereafter | $ 130 | $ 520 | |||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,960,740 | 4,960,740 | 4,960,740 | 4,960,740 | |||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 250 | $ 3,770 | |||||||||||||
Debt Instrument, Fee Amount | $ 90 | $ 273 | |||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | 869,618 |
Note 8 - Debt - Schedule of Deb
Note 8 - Debt - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Long-term debt, net | $ 62,619 | |
Other debt | 5,488 | $ 6,935 |
Capital lease obligations | 2,732 | 3,868 |
Total debt | 62,619 | 29,425 |
Less current portion | (11,631) | (16,564) |
Long-term debt | 50,988 | 12,861 |
January, 2015 Note Payable to JL-BBNC Mezz Utah, LLC [Member] | ||
Other debt | 2,256 | 1,342 |
April 2016 Note Payable To JL-Utah Sub, LLC [Member] | ||
Other debt | 500 | 0 |
Nutricap Asset Acquisition Notes [Member] | ||
Note payable | 0 | 250 |
Senior Credit Facility With Midcap [Member] | ||
Long-term debt, net | 13,035 | 9,263 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Long-term debt, net | 3,061 | 6,615 |
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||
Long-term debt, net | 4,770 | 0 |
Related-Party Debt January 2016 note payable to GREAT HARBOR CAPITAL, LLC [Member] | ||
Long-term debt, net | 2,500 | 0 |
Related-Party Debt March 2016 note payable to GREAT HARBOR CAPITAL, LLC [Member] | ||
Long-term debt, net | 7,000 | 0 |
Related-Party Debt December 2016 note payable to GREAT HARBOR CAPITAL, LLC [Member] | ||
Long-term debt, net | 2,500 | 0 |
Related-Party Debt January 2016 note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | 0 |
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 7,000 | 0 |
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Long-term debt, net | 4,770 | 0 |
Related Part Debt December 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | 0 |
Related Party Debt November 2014 Note Payable to Penta Mezzanine SBIC Fund I, L.P. [Member] | ||
Long-term debt, net | 5,696 | 4,883 |
Related-Party Debt February 2015 note payable to Penta Mezzanine SBIC Fund I, L.P., [Member] | ||
Long-term debt, net | 1,799 | 1,729 |
Unsecured Debt [Member] | ||
Long-term debt, net | 44,096 | 13,227 |
Unsecured Loan Payable To Vendors and Maturity Dates of April 21, April 29, and June 15, 2016 [Member] | ||
Long-term debt, net | $ 0 | $ 1,475 |
Note 8 - Debt - Schedule of D54
Note 8 - Debt - Schedule of Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
January, 2015 Note Payable to JL-BBNC Mezz Utah, LLC [Member] | ||
Debt instrument, unamortized discount | $ 2,744 | $ 3,658 |
Senior Credit Facility With Midcap [Member] | ||
Debt instrument, unamortized discount | 293 | 586 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Debt instrument, unamortized discount | 206 | 1,421 |
Related Party Debt November 2014 Note Payable to Penta Mezzanine SBIC Fund I, L.P. [Member] | ||
Debt instrument, unamortized discount | 2,304 | 3,117 |
Related-Party Debt February 2015 note payable to Penta Mezzanine SBIC Fund I, L.P., [Member] | ||
Debt instrument, unamortized discount | $ 201 | $ 271 |
Note 8 - Debt - Future Maturiti
Note 8 - Debt - Future Maturities (Details) $ in Thousands | Dec. 31, 2016USD ($) |
2,017 | $ 11,631 |
2,018 | 14,335 |
2,019 | 36,653 |
$ 62,619 |
Note 9 - Warrants and Registr56
Note 9 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) | Dec. 31, 2016 | Jul. 31, 2016 | Apr. 05, 2016 | Mar. 21, 2016 | Feb. 06, 2016 | Jan. 28, 2016 | Nov. 13, 2014 | Apr. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Jun. 30, 2015 | May 28, 2015 | Feb. 06, 2015 | Feb. 04, 2015 | Jan. 22, 2015 | Dec. 31, 2014 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 15,855,017 | 40,409,296 | 84,683,227 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.18 | $ 0.18 | $ 0.37 | $ 0.72 | |||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | 1,697,136 | 20,881,750 | |||||||||||||||
Proceeds from Warrant Exercises | $ 0 | $ 6,066,000 | |||||||||||||||
Essex Capital Corporation [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,428,571 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.77 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 350,649 | 350,649 | |||||||||||||||
Golisano Holdings LLC [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 0.001 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,756,505 | 4,756,505 | 12,697,977 | ||||||||||||||
Number of Warrants Expired | 509,141 | ||||||||||||||||
Number of Warrants Cancelled | 6,857,143 | ||||||||||||||||
January 2016 Golisano Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Feb. 28, 2022 | ||||||||||||||||
March 2016 Golisano Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 3,181,816 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 3,181,816 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 21, 2022 | ||||||||||||||||
Little Harbor July 2016 Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,168,178 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,168,178 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Jul. 21, 2022 | ||||||||||||||||
Golisano LLC December 2016 Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | 1,136,363 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | 1,136,363 | |||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 30, 2022 | ||||||||||||||||
December 2016 GH Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | $ 0.01 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 1,136,363 | 1,136,363 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,136,363 | 1,136,363 | |||||||||||||||
Class of Warrant or Right, Expiration Date | Dec. 30, 2022 | ||||||||||||||||
JL Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 227,273 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 227,273 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Mar. 21, 2022 | ||||||||||||||||
Golisano Warrants [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 2,168,178 | ||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,168,178 | ||||||||||||||||
Class of Warrant or Right, Expiration Date | Jul. 21, 2022 | ||||||||||||||||
Midcap Funding X Trust [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.76 | ||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,960,740 | 4,960,740 | 4,960,740 | 4,960,740 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Proceeds from Notes Payable | $ 8,000,000 | ||||||||||||||||
Class of Warrant or Right, Minimum Repurchase Price, Under Agreement | $ 3,750,000 | $ 3,750,000 | |||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | 869,618 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on June 30, 2015 [Member] | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Class of Warrant or Right, Cancelled, Number of Securities Called by Warrants or Rights | 807,018 | ||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | |||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | 1,187,995 | ||||||||||||||||
Proceeds from Warrant Exercises | $ 1 | ||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,400 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on June 30, 2015 [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 403,509 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on February 4, 2015 [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 434,809 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||||
Capstone Financial Group, Inc. [Member] | Series B Warrant, Tranche 2 [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,000,000 | ||||||||||||||||
Capstone Financial Group, Inc. [Member] | Series B Warrant, Tranche 3 [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,000,000 | ||||||||||||||||
Capstone Financial Group, Inc. [Member] | Series B Warrant, Tranche 4 [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,000,000 | ||||||||||||||||
JL Properties, Inc. [Member] | |||||||||||||||||
Deposits Assets | $ 1,000,000 | ||||||||||||||||
JL Properties, Inc. [Member] | First Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 465,880 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||
Adjustments on Warrants Trigger Event, Minimum Adjusted EBITDA | $ 19,250,000 | ||||||||||||||||
JL Properties, Inc. [Member] | Second Warrant [Member] | |||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 86,962 | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 |
Note 9 - Warrants and Registr57
Note 9 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Outstanding, beginning balance (in shares) | 40,409,296 | 84,683,227 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.37 | $ 0.72 |
Granted (in shares) | 0 | 44,967,580 |
Granted, , weighted average exercise price (in dollars per share) | $ 0 | $ 0.18 |
Canceled / Expired (in shares) | (22,857,143) | (68,359,761) |
Canceled / expired, , weighted average exercise price (in dollars per share) | $ 0.53 | $ 0.71 |
Exercised (in shares) | (1,697,136) | (20,881,750) |
Exercised, weighted average exercise price (in dollars per share) | $ 0.29 | |
Outstanding, ending balance (in shares) | 15,855,017 | 40,409,296 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.18 | $ 0.37 |
Note 10 - Derivative Liabilit58
Note 10 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Derivative Liability | $ 6,455 | $ 33,091 | $ 0 |
Note 10 - Derivative Liabilit59
Note 10 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative liabilities at January 1, 2015 | $ 33,091 | $ 0 |
Addition to liabilities for new warrants and put option issued | 28,195 | |
Amend warrants | (10,989) | |
Expiration of put option | (66) | |
Gain (Loss) on change in fair value of derivative liabilities | (24,661) | 15,951 |
Derivative liabilities | 6,455 | $ 33,091 |
Exercise of warrants | $ (1,975) |
Note 11 - Stockholders' Equit60
Note 11 - Stockholders' Equity (Deficit) (Details Textual) - USD ($) | Feb. 06, 2016 | Feb. 04, 2016 | Oct. 21, 2015 | Oct. 05, 2015 | Oct. 02, 2015 | Sep. 10, 2015 | Jun. 30, 2015 | Jun. 02, 2015 | Nov. 13, 2014 | Oct. 31, 2016 | Sep. 30, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | Jul. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Oct. 04, 2015 | Sep. 30, 2016 | Aug. 06, 2016 | Oct. 31, 2015 | Feb. 06, 2015 | Dec. 31, 2014 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||||||||||||||||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 40,497,000 | |||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 822,890 | |||||||||||||||||||||
Treasury Stock, Shares, Acquired | 47,657,769 | |||||||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 500,000 | |||||||||||||||||||||
Stock Issued During Period Value Warrants Exercised | $ 1 | 1,000 | 6,066,000 | |||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 0 | $ 40,497,000 | ||||||||||||||||||||
Class of Warrant or Right, Cancelled During Period, Number of Securities Called by Warrants or Rights | 22,857,143 | 68,359,761 | ||||||||||||||||||||
Class of Warrant or Right, Canceled During Period, Exercise Price of Warrants or Rights | $ 0.53 | $ 0.71 | ||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 40,409,296 | 84,683,227 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.18 | $ 0.37 | $ 0.72 | |||||||||||||||||||
Proceeds from Warrant Exercises | $ 0 | $ 6,066,000 | ||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | 1,697,136 | 20,881,750 | ||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | |||||||||||||||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30,000 | $ 30,000 | $ 30,000 | |||||||||||||||||||
Subscription Receivable Annual Interest Rate | 5.00% | |||||||||||||||||||||
Common Stock Subscription Price Per Share | $ 2.29 | |||||||||||||||||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||||||||||||||||||
JL Warrants [Member] | ||||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 2,329,400 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,960,740 | 4,960,740 | 4,960,740 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 360,000 | |||||||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 1 | |||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | 1,187,995 | |||||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | 136,828,301 | ||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,000 | $ 136,000 | ||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 1,697,136 | 20,881,750 | ||||||||||||||||||||
Stock Issued During Period Value Warrants Exercised | $ 2,000 | $ 21,000 | ||||||||||||||||||||
Common Stock [Member] | Little Harbor [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,289,474 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||||
Proceeds from Warrant Exercises | $ 33,000 | |||||||||||||||||||||
Series A Warrant [Member] | Capstone Financial Group, Inc. [Member] | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 500,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | 657,895 | |||||||||||||||||||||
Series B Warrant [Member] | Capstone Financial Group, Inc. [Member] | ||||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 657,895 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.76 | $ 0.76 | ||||||||||||||||||||
Proceeds from Warrant Exercises | $ 500,000 | |||||||||||||||||||||
October Stock Purchase Agreements [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,448,276 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 1,000,000 | |||||||||||||||||||||
Penta Stock Purchase Agreement [Member] | Stock Issued to Settle Interest Payments of Debt [Member] | Penta Mezzanine SBIC Fund I, L.P. [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 807,018 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 613,000 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.76 | |||||||||||||||||||||
Debt Instrument, Payments in Shares | $ 613,000 | |||||||||||||||||||||
JL Stock Purchase Agreement [Member] | Stock Issued to Settle Interest Payments of Debt [Member] | JL-BBNC Mezz Utah, LLC [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 403,509 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 307,000 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.76 | |||||||||||||||||||||
Debt Instrument, Payments in Shares | $ 307,000 | |||||||||||||||||||||
Thomas A. Tolworthy [Member] | ||||||||||||||||||||||
Treasury Stock, Shares, Acquired | 35,551,724 | |||||||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 500,000 | |||||||||||||||||||||
Transfer of Related Party Shares to Treasury Pursuant to Surrender Agreements | 86,011,510 | |||||||||||||||||||||
Thomas A. Tolworthy [Member] | Original Surrender Agreement [Member] | ||||||||||||||||||||||
Transfer of Related Party Shares to Treasury Pursuant to Surrender Agreements | 22,092,277 | |||||||||||||||||||||
Thomas A. Tolworthy [Member] | New Surrender Agreement [Member] | ||||||||||||||||||||||
Transfer of Related Party Shares to Treasury Pursuant to Surrender Agreements, Maximum Shares | 60,470,957 | |||||||||||||||||||||
Thomas A. Tolworthy [Member] | Additional Surrender Agreement [Member] | ||||||||||||||||||||||
Transfer of Related Party Shares to Treasury Pursuant to Surrender Agreements | 3,448,276 | |||||||||||||||||||||
Mr. Tolworthy [Member] | ||||||||||||||||||||||
Treasury Stock, Shares, Acquired | 9,306,898 | |||||||||||||||||||||
Great Harbor Capital, LLC [Member] | Stock Purchase Agreement [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 41,379,310 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 12,000,000 | |||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 88,771,241 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 4,756,505 | 12,697,977 | ||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 509,141 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 0.001 | ||||||||||||||||||||
Golisano Holdings LLC [Member] | Securities Purchase Agreement [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 88,711,241 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 25,000,000 | |||||||||||||||||||||
Sale of Stock, Percentage of Stock Outstanding | 30.00% | |||||||||||||||||||||
David Van Andel Trust [Member] | ||||||||||||||||||||||
Proceeds from Warrant Exercises | $ 5,000,000 | $ 33,000 | ||||||||||||||||||||
David Van Andel Trust [Member] | Second Warrant [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 12,987,021 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.385 | |||||||||||||||||||||
David Van Andel Trust [Member] | First Warrant [Member] | Common Stock [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 3,289,474 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||||||||||||||||
David Van Andel Trust [Member] | Van Andel Trust Stock Purchase Agreement [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,289,474 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.76 | |||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 2,500,000 | |||||||||||||||||||||
Director [Member] | ||||||||||||||||||||||
Class of Warrant or Right, Cancelled During Period, Number of Securities Called by Warrants or Rights | 5,592,105 | |||||||||||||||||||||
Class of Warrant or Right, Canceled During Period, Exercise Price of Warrants or Rights | $ 0.76 | |||||||||||||||||||||
Little Harbor, LLC [Member] | Little Harbor Stock Purchase Agreement [Member] | Stock Issued to Settle Periodic Payments of Debt [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,289,474 | |||||||||||||||||||||
Shares Issued, Price Per Share | $ 0.76 | |||||||||||||||||||||
Debt Instrument, Payments in Shares | $ 2,500,000 | |||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 2,500,000 | |||||||||||||||||||||
Investor One [Member] | ||||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 930,538 | |||||||||||||||||||||
Stock Issued During Period Value Warrants Exercised | $ 1,000 | |||||||||||||||||||||
Investor Two [Member] | ||||||||||||||||||||||
Stock Issued During Period Shares Warrants Exercised | 257,457 | |||||||||||||||||||||
Stock Issued During Period Value Warrants Exercised | $ 1,000 | |||||||||||||||||||||
Restricted Stock [Member] | ||||||||||||||||||||||
Treasury Stock, Shares, Acquired | 2,799,147 | |||||||||||||||||||||
Treasury Stock, Value, Acquired, Cost Method | $ 1,000 | |||||||||||||||||||||
TCC Plan [Member] | ||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 4,819,394 | |||||||||||||||||||||
TCC Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||||||||
Chief Executive Officer [Member] | ||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,000,000 | |||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 3,000 | |||||||||||||||||||||
Stock Issued During Period, Aggregate Market Value | $ 660,000 | |||||||||||||||||||||
Employees and Former Employees [Member] | ||||||||||||||||||||||
Treasury Stock, Shares, Acquired | 494,406 | 38,350,871 | ||||||||||||||||||||
Payments for Repurchase of Common Stock | $ 1,000 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 6,386 | $ 7,135 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards | $ 194,000 | |
Domestic Tax Authority [Member] | Earliest Tax Year [Member] | Internal Revenue Service (IRS) [Member] | ||
Open Tax Year | 2,013 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards | $ 107,000 | |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | ||
Open Tax Year | 2,013 |
Note 12 - Income Taxes - Compon
Note 12 - Income Taxes - Components of Income Tax Exepense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
State | $ (14) | |
Total current expense | (14) | |
Deferred: | ||
Federal | 8,161 | 5,247 |
State | (2,734) | 1,888 |
Change in valuation allowance | (6,386) | (7,135) |
Total deferred expense | (959) | |
Total income tax provision | $ (959) | $ (14) |
Note 12 - Income Taxes - Income
Note 12 - Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income tax (expense) benefit at statutory rate | $ (94) | $ 12,375 |
State income taxes (net of federal benefit) | 1,356 | 801 |
Interest expense | (427) | (427) |
Equity-based expenses | 8,554 | (5,440) |
Adjustment to state net operating loss carryforward | (3,017) | 0 |
Adjustment to book/tax difference in asset bases | (821) | |
Change in valuation allowance | (6,386) | (7,135) |
Other | (124) | (188) |
Total income tax provision | $ (959) | $ (14) |
Note 12 - Income Taxes - Deferr
Note 12 - Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Accruals and reserves | $ 4,944 | $ 4,448 |
Deferred revenue | 724 | 755 |
Net operating loss carryforwards | 70,782 | 64,180 |
Depreciation and amortization | 472 | 1,258 |
Other | 263 | 158 |
Gross deferred tax assets | 77,185 | 70,799 |
Less: valuation allowance | (77,185) | (70,799) |
Total deferred tax assets | 0 | |
Deferred tax liabilities: | ||
Indefinite lived intangible assets | (959) | 0 |
Total deferred tax liabilities | (959) | |
Net deferred tax liabilities | $ (959) | $ 0 |
Note 13 - Retirement Programs (
Note 13 - Retirement Programs (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan, Administrative Expenses | $ 203 | $ 353 |
Maximum [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 6.00% | |
First 1% of Eligible Salary [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 1.00% | |
Next 5% of Eligible Salary [Member] | ||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | |
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% |
Note 14 - Commitments and Con66
Note 14 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Apr. 07, 2015 | Apr. 01, 2013 | Apr. 30, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2016 |
Operating Leases, Rent Expense | $ 1,915 | $ 1,481 | ||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 15 years | |||||
Long-term Purchase Commitment, Amount | $ 5,000 | |||||
Long-term Purchase Commitment, Period | 5 years | |||||
One Time Transition Allowance, Exchanged | $ 250 | |||||
Long-term Purchase Commitment, Amount Purchased | $ 2,180 | |||||
Florida Office Lease Agreement [Member] | ||||||
Lessor Leasing Arrangements, Operating Leases, Term of Contract | 12 years | |||||
Traded Market Capitalization | $ 50,000 | |||||
Operating Leases, Rent Expense, Minimum Rentals | 4,466 | |||||
Security Deposit | 1,000 | |||||
Florida Office Lease Agreement [Member] | Maximum [Member] | ||||||
Operating Leases, Rent Expense, Contingent Rentals | $ 4,552 | |||||
Sublease Agreement [Member] | ||||||
Operating Leases, Future Minimum Payments Receivable | $ 2,005 | |||||
Operating Leases, Future Lease Renewal | 2,133 | |||||
Security Deposit on Sublease, Letter of Credit | $ 100 |
Note 14 - Commitments and Con67
Note 14 - Commitments and Contingencies - Future Minimum Lease Payments (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Operating leases, 2017 | $ 1,552 |
Capital leases, 2017 | 1,482 |
Operating leases, 2018 | 1,729 |
Capital leases, 2018 | 1,128 |
Operating leases, 2019 | 1,761 |
Capital leases, 2019 | 122 |
Operating leases, 2020 | 1,786 |
Capital leases, 2020 | |
Operating leases, 2021 | 1,812 |
Capital leases, 2021 | |
Operating leases, thereafter | 9,770 |
Capital leases, thereafter | |
18,410 | |
$ 2,732 |
Note 15 - Related Party Trans68
Note 15 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue from Related Parties | $ 4,106 | $ 882 |
Note 16 - Subsequent Events (De
Note 16 - Subsequent Events (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Mar. 08, 2017 | Jan. 05, 2017 | Dec. 31, 2016 | Mar. 14, 2017 | Feb. 06, 2016 | Dec. 31, 2015 | Oct. 31, 2015 | Dec. 31, 2014 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,855,017 | 40,409,296 | 84,683,227 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.18 | $ 0.37 | $ 0.72 | |||||
Treasury Stock, Shares, Acquired | 47,657,769 | |||||||
Subsequent Event [Member] | Repurchase Agreement [Member] | ||||||||
Treasury Stock, Shares, Acquired | 642,366 | |||||||
Subsequent Event [Member] | Repurchase Agreement [Member] | Maximum [Member] | ||||||||
Treasury Stock Acquired, Average Cost Per Share | $ 1 | |||||||
Golisano Holdings LLC [Member] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 0.001 | ||||||
Golisano Holdings LLC [Member] | Subsequent Event [Member] | ||||||||
Notes Payable, Related Parties | $ 3,267 | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,484,847 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |||||||
Debt Instrument, Maturity Date | Dec. 30, 2019 |