Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 15, 2019 | |
Document Information [Line Items] | ||
Entity Registrant Name | Twinlab Consolidated Holdings, Inc. | |
Entity Central Index Key | 0001590695 | |
Trading Symbol | tlcc | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Small Business | true | |
Entity Common Stock, Shares Outstanding (in shares) | 255,643,828 | |
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash | $ 1,672 | $ 6,226 |
Accounts receivable, net of allowance of $4,207 and $2,651, respectively | 11,643 | 8,566 |
Inventories, net | 6,969 | 7,945 |
Prepaid expenses and other current assets | 6,753 | 6,560 |
Total current assets | 27,037 | 29,298 |
Property and equipment, net | 929 | 1,117 |
Intangible assets, net | 20,929 | 21,308 |
Goodwill | 17,797 | 17,797 |
Other assets | 1,702 | 1,720 |
Total assets | 68,394 | 71,240 |
Current liabilities: | ||
Accounts payable | 9,691 | 8,081 |
Accrued expenses and other current liabilities | 16,097 | 15,824 |
Derivative liabilities | 4,994 | 4,359 |
Notes payable and current portion of long-term debt, net of discount of $2,899 and $3,797, respectively | 73,358 | 70,539 |
Total current liabilities | 104,140 | 98,803 |
Long-term liabilities: | ||
Deferred gain on sale of assets | 1,297 | 1,324 |
Long-term debt, net of current portion | 15,000 | 15,000 |
Total long-term liabilities | 16,297 | 16,324 |
Total liabilities | 120,437 | 115,127 |
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding | ||
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 390,449,879 shares issued | 390 | 390 |
Additional paid-in capital | 231,253 | 230,625 |
Stock subscriptions receivable | (30) | (30) |
Treasury stock, 134,806,051 shares at cost | (500) | (500) |
Accumulated deficit | (283,155) | (274,372) |
Total stockholders’ deficit | (52,043) | (43,887) |
Total liabilities and stockholders' deficit | $ 68,394 | $ 71,240 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, allowance | $ 4,207 | $ 2,651 |
Notes payable and current portion of long-term debt, unamortized discount | $ 2,899 | $ 3,797 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued (in shares) | 390,449,879 | 390,449,879 |
Treasury stock, shares (in shares) | 134,806,051 | 134,806,051 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net sales | $ 19,971 | $ 19,665 |
Cost of sales | 17,715 | 15,590 |
Gross profit | 2,256 | 4,075 |
Operating costs and expenses: | ||
Selling, general and adminisrative expenses | 7,042 | 8,722 |
Loss from operations | (4,786) | (4,647) |
Other income (expense): | ||
Interest expense, net | (2,718) | (2,113) |
Gain (loss) on change in derivative liabilities | (1,263) | 1,818 |
Other expense | (17) | (16) |
Total other expense | (3,998) | (311) |
Loss before income taxes | (8,784) | (4,958) |
Provision for income taxes | ||
Total net loss | $ (8,784) | $ (4,958) |
Weighted average number of common shares outstanding - basic (in shares) | 255,643,828 | 253,275,066 |
Net loss per common share - basic (in dollars per share) | $ (0.03) | $ (0.02) |
Weighted average number of common shares outstanding - diluted (in shares) | 255,643,828 | 265,731,230 |
Net loss per common share - diluted (in dollars per share) | $ (0.03) | $ (0.03) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Receivable [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Total stockholders’ deficit | $ 388 | $ 226,884 | $ (30) | $ (500) | $ (253,963) | $ (27,221) |
Balance (in shares) at Dec. 31, 2017 | 388,081,117 | 134,806,051 | ||||
Balance at Dec. 31, 2017 | $ 388 | 226,884 | (30) | $ (500) | (253,963) | (27,221) |
Stock-based compensation | 118 | 118 | ||||
Net loss | (4,958) | (4,958) | ||||
Reclassification of derivative liabilities | ||||||
Balance (in shares) at Mar. 31, 2018 | 388,081,117 | 134,806,051 | ||||
Total stockholders’ deficit | $ 388 | 226,884 | (30) | $ (500) | (253,963) | (27,221) |
Total stockholders’ deficit | 388 | 227,002 | (30) | (500) | (258,921) | (32,061) |
Total stockholders’ deficit | $ 390 | 230,625 | (30) | $ (500) | (274,372) | (43,887) |
Balance (in shares) at Dec. 31, 2018 | 390,449,879 | 134,806,051 | ||||
Balance at Dec. 31, 2018 | $ 390 | 230,625 | (30) | $ (500) | (274,372) | (43,887) |
Net loss | (8,784) | (8,784) | ||||
Reclassification of derivative liabilities | 628 | 628 | ||||
Balance (in shares) at Mar. 31, 2019 | 390,449,879 | 134,806,051 | ||||
Total stockholders’ deficit | $ 390 | 230,625 | (30) | $ (500) | (274,372) | (43,887) |
Total stockholders’ deficit | $ 390 | $ 231,253 | $ (30) | $ (500) | $ (283,156) | $ (52,043) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net loss | $ (8,784) | $ (4,958) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization | 567 | 674 |
Amortization of debt discount | 898 | 502 |
Stock-based compensation | 118 | |
(Recovery for) provision for obsolete inventories | (978) | 93 |
(Recovery for) provision for losses on accounts receivable | 1,054 | (114) |
Loss (gain) on change in derivative liability | 1,263 | (1,818) |
Other non-cash items | (27) | (41) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (4,128) | (768) |
Inventories | 1,954 | (73) |
Prepaid expenses and other current assets | (193) | 68 |
Other assets | 18 | 6 |
Accounts payable | 1,610 | (387) |
Accrued expenses and other current liabilities | 272 | 2,462 |
Net cash used in operating activities | (6,474) | (4,236) |
Cash flows from investing activities: | ||
Purchase of property and equipment | (47) | |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 4,000 | |
Repayment of debt | (63) | (393) |
Net borrowings from revolving credit facility | 1,983 | 296 |
Net cash provided by financing activities | 1,920 | 3,903 |
Net decrease in cash | (4,554) | (380) |
Cash at the beginning of the period | 6,226 | 1,350 |
Cash at the end of the period | 1,672 | 970 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 30 | 557 |
SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Reclassification of derivative liabilities | $ 628 |
Note 1 - Nature of Operations a
Note 1 - Nature of Operations and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 1 Organization Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 August 7, 2014, Nature of Operations We are a marketer, distributor and direct to consumer retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty store retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the REAAL®, Phytocab™ and 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 and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers. Through our NutraScience Labs division, we provide contract manufacturing services for private label products. Our contract manufacturing services business leverages our network of co-packers to manufacture custom products to the specifications of a customer who requires finished products under the customer’s own brand name. We do not Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Basis of Presentation and Unaudited Information The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States Generally Accepted Accounting Principles (“GAAP”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not not may 10 December 31, 2018 April 16, 2019. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities. 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 no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of March 31, 2019 December 31, 2018: Total Level 1 Level 2 Level 3 March 31, 2019: Derivative liabilities $ 4,994 - - $ 4,994 December 31, 2018: Derivative liabilities $ 4,359 - - $ 4,359 Accounts Receivable and Allowances We grant credit to customers and generally do not March 31, 2019, $4,207, $3,753 December 31, 2018, $2,651, $1,954 Inventories Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 10 8 3 Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 30 We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability. Goodwill Goodwill is not may not Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not Indefinite-Lived Intangible Assets Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings, LLC (“Organic Holdings”) a market leader in the healthy aging and beauty from within categories, and owner of the Reserveage Nutrition brands, are determined to have an indefinite useful economic life and as such are not March 31, 2019 December 31, 2018 $4,346. 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 $27 $40 three March 31, 2019 2018, March 31, 2019, December 31, 2018, $1,297 $1,324, Net Income (Loss) per Common Share Basic net income or loss per common share (“Basic EPS”) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (“Diluted EPS”) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows: Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (8,784 ) $ (4,958 ) Effect of dilutive securities on net loss: Common stock warrants - (1,818 ) Total net loss for purpose of calculating diluted net loss per common share $ (8,784 ) $ (6,776 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 255,643,828 253,275,066 Weighted-average effect of dilutive securities: Common stock warrants - 12,456,164 Total shares for purpose of calculating diluted net loss per common share 255,643,828 265,731,230 Net loss per common share: Basic $ (0.03 ) $ (0.02 ) Diluted $ (0.03 ) $ (0.03 ) Significant Concentration of Credit Risk Sales to our top three 38% 27% three March 31, 2019 2018, one 14% 15% three March 31, 2019 2018, 22% 14% March 31, 2019 December 31, 2018, Recent Accounting Pronouncements In January 2017, No. 2017 04, 350 2 not December 15, 2019. January 1, 2017. not In February 2016, No. 2016 02, 842 842, December 15, 2018, January 1, 2020. In June 2016, 2016 13, 326 2016 13 January 1, 2021. not In May 2014, 2014 09, 606 2014 09 five December 15, 2016; July 2015, one may not January 1, 2019, January 1, 2020. not 2014 09. 2014 09 December 31, 2019, three March 31, 2020. no January 1, 2019, January 1, 2020. not 2014 09. 2014 09 December 31, 2019, three March 31, 2020. no Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not |
Note 2 - Going Concern
Note 2 - Going Concern | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Substantial Doubt about Going Concern [Text Block] | NOTE 2 The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. As of March 31, 2019, $283,155. Because of our history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $77,103 March 31, 2019. $73,358 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; operating costs that include significant workforce and salary expense reduction and continuing to negotiate lower prices from major suppliers. We believe that we may no |
Note 3 - Inventories
Note 3 - Inventories | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 3 Inventories consisted of the following as of: March 31, 2019 December 31, 2018 Raw materials $ 1,858 $ 4,346 Finished goods 6,531 5,997 8,389 10,343 Reserve for obsolete inventory (1,420 ) (2,398 ) $ 6,969 $ 7,945 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4 Property and equipment consisted of the following as of: March 31, 2019 December 31, 2018 Machinery and equipment $ 1,367 $ 1,367 Computers and other 7,540 7,540 Aquifer 482 482 Leasehold improvements 1,553 1,553 10,942 10,942 Accumulated depreciation and amortization (10,013 ) (9,825 ) $ 929 $ 1,117 Depreciation and amortization expense totaled $188 $215 three March 31, 2019 December 31, 2018, |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Intangible Assets Disclosure [Text Block] | NOTE 5 Intangible assets consisted of the following as of: March 31, 2019 December 31, 2018 Trademarks $ 8,915 $ 8,915 Indefinite-lived intangible assets 4,346 4,346 Customer relationships 19,110 19,110 Other 753 753 33,124 33,124 Accumulated amortization (12,195 ) (11,816 ) $ 20,929 $ 21,308 Trademarks are amortized over periods ranging from 3 30 15 16 3 $379 $459 three March 31, 2019, 2018, |
Note 6 - Debt
Note 6 - Debt | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6 Debt consisted of the following as of: March 31 , 201 9 December 31 , 2018 Related Party Debt: July 2014 note payable to Little Harbor, LLC $ 3,267 $ 3,267 July 2016 note payable to Little Harbor, LLC 4,770 4,770 January 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 March 2016 note payable to Great Harbor Capital, LLC 7,000 7,000 December 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 August 2017 note payable to Great Harbor Capital, LLC 3,000 3,000 February 2018 note payable to Great Harbor Capital, LLC 2,000 2,000 July 2018 note payable to Great Harbor Capital, LLC, net of discount of $810 and $1,056 at March 31, 2019 and December 31, 2018 respectively 4,190 3,944 November 2018 note payable to Great Harbor Capital, LLC, net of discount of $886 and $1,088 at March 31, 2019 and December 31, 2018 respectively 3,114 2,912 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 November 2014 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $474 and $678 as of March 31, 2019 and December 31 2018, respectively 7,526 7,322 January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $686 and $915 as of March 31, 2019 and December 31 2018, respectively 4,314 4,085 February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $43 and $60 as of March 31, 2019 and December 31 2018, respectively 1,957 1,940 Macatawa Bank 15,000 15,000 Total related party debt 83,175 82,277 Senior Credit Facility with Midcap 1,983 - Other Debt: April 2016 note payable to JL-Utah Sub, LLC - 62 Huntington Holdings, LLC 3,200 3,200 Total other debt 3,200 3,262 Total debt 88,358 85,539 Less current portion (73,358 ) (70,539 ) Long-term debt $ 15,000 $ 15,000 Related-Party Debt Little Harbor Capital LLC Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Little Harbor Capital LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Little Harbor Capital LLC. July 2014 Pursuant to a July 2014 $4,900 3 ninety $5.06 July 25, 2017 $3,267. February 6, 2018, July 25, 2020, 8.5%, July 2016 On July 21, 2016, may, $4,770. January 28, 2019; June 30, 2019. 8.5%, not July 2014 December 31, 2016, $4,770. 7 On January 23, 2019, $4,769,996 July 21, 2016. January 28, 2019 June 30, 2019. Little Harbor has delivered a deferment letter pursuant to which Little Harbor agreed to defer all payments due under the notes specified in the letter through May 31, 2019 Great Harbor Capital LLC Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Great Harbor Capital LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Great Harbor Capital LLC. January 2016 Pursuant to a January 28, 2016 “January 2016 $2,500. January 28, 2019; June 30, 2019. 8.5%, 24 $104 February 28, 2017 May 31, 2019. 7 March 2016 Pursuant to a March 21, 2016 “March 2016 $7,000. March 21, 2019; June 30, 2019. 8.5%, 24 $292 April 21, 2017 May 31, 2019. 7 December 2016 Pursuant to a December 31, 2016 “December 2016 $2,500. December 30, 2019, 8.5%, 7 August 2017 Pursuant to an August 30, 2017 $3,000 “August 2017 August 29, 2020, 8.5%, 7 February 2018 Pursuant to a February 6, 2018 $2,000 “February 2018 February 6, 2021, 8.5%, X Also, on February 6, 2018, August 2017 August 30, 2017. February 2018 $1,000, August 2017 August 30, 2017. Furthermore, as a result of notes issued on February 6, 2018, February 2018 August 2017 July 2018 Pursuant to a July 27, 2018 $5,000 "July 2018 July 2018 January 27, 2020 8.5%, 8.5% first September 1, 2018. July 2018 January 20, 2020. July 2018 7 The July 2018 July 2018 November 2018 Pursuant to a November 5, 2018 $4,000 "November 2018 November 2018 November 5, 2020 8.5%, 8.5% first December 1, 2018. November 2018 November 5, 2020. November 2018 7 On January 23, 2019, No. 7 January 2016 $2,500,000, January 28, 2016. No. 7 January 2016 January 28, 2019 June 30, 2019. On January 23, 2019, No. 6 March 2016 $7,000,000, March 21, 2017. No. 6 March 2016 March 21, 2019 June 30, 2019. GH has delivered a deferment letter pursuant to which GH agreed to defer all payments due under the notes specified in the letter through May 31, 2019 Golisano Holdings LLC. Mr. B. Thomas Golisano, a member of the Company’s Board of Directors is a principal of Golisano Holdings LLC. November 2014 On November 13, 2014, $8,000, March 8, 2017, 12% March 8, 2017, 8% November 13, 2019. August 30, 2017, 4,960,740 7 $3,770, $273, January 2015 On January 22, 2015, $5,000, March 8, 2017, 12% March 8, 2017, 8% November 13, 2019. August 30, 2017, 2,329,400 January 22, 2015 434,809 February 4, 2015 ( 7 $4,389, $152 February 2015 On February 6, 2015, $2,000, March 8, 2017, 12% March 8, 2017, 8% November 13, 2019. August 30, 2017, 869,618 7 $250, $90, January 2016 Pursuant to a January 28, 2016 January 2016 $2,500. January 28, 2019; June 30, 2019. 8.5%. 7 March 2016 Pursuant to a March 21, 2016 $7,000 March 2016 March 21, 2019; June 30, 2019. 8.5%. 7 July 2016 On July 21, 2016, may, $4,770 July 2016 July 2016 January 28, 2019; June 30, 2019. 8.5% July 2016 7 December 31, 2016, $4,770. December 2016 Pursuant to a December 31, 2016 $2,500 December 2016 December 30, 2019, 8.5%, 7 March 2017 Pursuant to a March 14, 2017 $3,267 March 2017 December 30, 2019, 8.5%, 7 February 2018 Pursuant to a February 6, 2018 $2,000 February 2018 February 6, 2021, 8.5%, On January 28, 2019, January 2016 January 2016 $2,500,000, January 28, 2016. January 2016 January 28, 2019 June 30, 2019. On January 28, 2019, March 2016 March 2016 $7,000,000 August 30, 2017. March 2016 March 21, 2019 June 30, 2019. On January 28, 2019, July 2016 July 2016 $4,769,996 July 21, 2016. July 2016 January 28, 2019 June 30, 2019. Golisano LLC has delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the notes specified in the letter through May 31, 2019 Macatawa Bank Mr. Mark Bugge is a former member of the board of directors of Macatawa Bank and was a member of the Company’s board of directors; he was an active member of both boards at the time of the term loan note. Two other members of the Company’s Board of Directors, Mr. B. Thomas Golisano and Mr. David L. Van Andel, are the owners and principals of the guarantor, 463IP 10% On December 4, 2018, $15,000. November 30, 2020. one 1.00% not 2.50%; 3.49% March 31, 2019). 3.00%. In connection with the Term Loan, 463IP "463IP" December 4, 2018, $15,000 Senior Credit Facility On January 22, 2015, three $15,000 $20,000, September 2, 2016, $17,000 12 first 0.50% 1.20% 5% 7.50% March 31, 2019. 500,000 7 $130, $540 On January 22, 2019, $17,000 $5,000 January 22, 2019 April 22, 2019. On February 13, 2019, On April 22, 2019, $12,000 two April 22, 2021. ( 10 The balance owing on the Senior Credit Facility was $1,983 March 31, 2019. Other Debt April 2016 Pursuant to an April 5, 2016 $500. March 21, 2019 2016 25 2014 On August 6, 2016, 18 $2.29 $3,210. $3,210 2016, December 31, 2016. June 2, 2017, 2014 June 2, 2019 $3,200 8.5% August 6, 2016 August 15, 2017 10% $50 August 6, 2016 778,385 749,999 August 14, 2017, 778,385 no August 15, 2017, not $140 764,192 August 15, 2017 not no August 15, 2017, not 778,385 Financial Covenants Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. We amended our debt agreements with MidCap, Penta and JL-US , effective July 29, 2016, March 31, 2019, not May 31, 2019. |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Warrants Disclosure [Text Block] | NOTE 7 The following table presents a summary of the status of our issued warrants as of March 31, 2019, three Shares Weighted Average Price Outstanding, December 31, 2018 20,140,731 $ 0.15 Granted - - Canceled / Expired (500,000 ) 0.76 Exercised - - Outstanding, March 31, 2019 19,640,731 $ 0.13 Warrants Issued Midcap Warrant In connection with the line of credit agreement with MidCap described in Note 6, January 22, 2018, 500,000 $0.76 1” January 22, 2015, October 1, 2015, 1. 1 not January 22, 2018. On January 22, 2015, X The agreement is amended from time to time and wherein it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned GH Notes and Golisano LLC Notes; on February 6, 2018, 500,000 $.76 2” 500,000 2. 2 February 6, 2019. On April 22, 2019 6, 500,000 $.76 3” 500,000 3. 3, April 22, 2021. ( 10 Penta Warrants Pursuant to a stock purchase agreement dated June 30, 2015, 807,018 $0.01 June 30, 2020. October 1, 2015, JL Warrants Pursuant to a June 30, 2015 403,509 $0.01 June 30, 2020, October 1, 2015, two Essex Warrants In connection with the guarantee of a note payable issued in the Nutricap asset acquisition and capital lease obligations by Essex Capital Corporation (“Essex”) discussed, Essex was issued a warrant exercisable for an aggregate 1,428,571 $0.77 June 30, 2020. 350,649 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 not $19,250. two On December 31, 2018, not The second 86,962 $1.00, April 30, 2020. second We have granted JL Properties certain registration rights, commencing October 1, 2015, two two Golisano LLC Warrants (formerly Penta Warrants) In connection with the November 13, 2014 $8,000 6 4,960,740 $0.01, November 13, 2019. 869,618 $1.00 November 13, 2019. October 1, 2015, 4,960,740 x ten twelve not not 4,960,740 x eleven twelve $3,750. March 8, 2017 ( 6 Golisano LLC Warrants (formerly JL Warrants) In connection with the January 22, 2015 2,329,400 $0.01, February 13, 2020. February 4, 2015, 434,809 $1.00 February 13, 2020. October 1, 2015, two December 31, 2016, 1,187,995 $1. March 8, 2017 ( 6 Golisano LLC Warrants Pursuant to an October 2015 third October 5, 2015. 12,697,977 $.001 sixty not October 5, 2015, February 6, 2016, 509,141 $1. December 31, 2016, 6,857,143 March 31, 2019, 4,542,219 GH Warrants In connection with the July 2018 2,500,000 $0.01 "July 2018 July 2018 2,500,000 July 2018 July 2018 July 27, 2024. July 2018 $1,479, July 2018 $247 March 31, 2019. In connection with the November 2018 2,000,000 $0.01 "November 2018 November 2018 2,000,000 November 2018 November 2018 November 4, 2024. November 2018 $1,214 November 2018 $202 March 31, 2019. Warrants Issued into Escrow Golisano Escrow Warrants In connection with the Golisano LLC January 2016 1,136,363 $0.01 “January 2016 January 2016 not January 28, 2019 2019 June 30, 2019 – 1,136,363 January 2016 January 2016 February 28, 2022. January 2016 In connection with the Golisano LLC March 2016 3,181,816 $0.01 “March 2016 March 2016 not March 21, 2019 2019 June 30, 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 not July 2016 July 21, 2019 ( June 30, 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 not December 2016 December 30, 2019 December 2016 1,136,363 December 2016 December 2016 December 30, 2022. December 2016 In connection with the Golisano LLC March 2017 1,484,847 $0.01 March 2017 March 2017 not March 2017 December 30, 2019 March 2017 1,484,847 March 2017 March 2017 March 14, 2023. March 2017 In connection with the Golisano LLC February 2018 1,818,182 $0.01 2018 2018 not February 2018 February 6, 2021, 1,818,182 2018 February 2018 February 6, 2024. We previously entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015 ( GH Escrow Warrants In connection with a January 2016 1,136,363 $0.01 “January 2016 January 2016 not January 2016 January 28, 2019 2019 June 30, 2019 – January 2016 1,136,363 January 2016 January 2016 February 28, 2022. January 2016 In connection with a March 2016 3,181,816 $0.01 “March 2016 March 2016 not March 2016 March 21, 2019 2019 June 30, 2019 – March 2016 3,181,816 March 2016 March 2016 March 21, 2022. March 2016 In connection with the December 2016 1,136,363 $0.01 “December 2016 December 2016 not December 2016 December 30, 2019 December 2016 1,136,363 December 2016 December 2016 December 30, 2022. December 2016 In connection with the August 2017 1,363,636 $0.01 “August 2017 August 2017 not August 2017 August 29, 2020 August 2017 1,363,636 August 2017 August 2017 August 30, 2023. August 2017 In connection with the February 2018 1,818,182 $0.01 "February 2018 February 2018 not February 6, 2021, 1,818,182 February 2018 February 2018 February 6, 2024. JL-US Escrow Warrant In connection with an April 5, 2016 227,273 $0.01 not March 21, 2019 227,273 March 21, 2022. April 5, 2016 March 21, 2019. Little Harbor Escrow Warrant The Little Harbor July 2016 2,168,178 $0.01 July 2016 July 2016 not July 2016 January 28, 2019 2019 June 30, 2019 – July 2016 2,168,178 July 2016 July 2016 July 21, 2022. July 2016 July 2016 July 2016 |
Note 8 - Derivative Liabilities
Note 8 - Derivative Liabilities | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Derivatives and Fair Value [Text Block] | NOTE 8 The number of shares of common stock issuable pursuant to certain warrants issued in 2015 not March 31, 2019, $4,994 $4,359 December 31, 2018. three March 31, 2019: Derivative liabilities as of December 31, 2018 $ 4,359 Reclassification of derivative liabilities (628 ) Loss on change in fair value of derivative liabilities 1,263 Derivative liabilities as of March 31, 2019 $ 4,994 The value of the derivative liabilities is generally estimated using an options lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 Preferred Stock The Company has authorized 500,000,000 $0.001 No Twinlab Consolidation Corporation 2013 The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation 2013 September 16, 2014. 20,000,000 January December 2015, one 25% 2019. March 31, 2019, 7,194,412 Common Stock Repurchase On January 5, 2017, 642,366 $1. Stock Subscription Receivable and Loss on Stock Price Guarantee As of March 31, 2019, August 1, 2014 1,528,384 $30 5%. On June 6, 2018, 4,166,667 December 27, 2017, |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 3 Months Ended |
Mar. 31, 2019 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 10 Financing MidCap Funding X On April 22, 2019, No. 17 $5,000to $12,000. 6.2 $1,400 January 1, 2018 December 31, 2018. Subsequent to entering into the MidCap Seventeenth Amendment, the Company issued a warrant to MidCap exercisable for up to 500,000 $.76 3” 500,000 3. 3, April 22, 2021. The MidCap Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of the assets of the Company. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Organization [Policy Text Block] | Organization Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 August 7, 2014, |
Nature of Operations [Policy Text Block] | Nature of Operations We are a marketer, distributor and direct to consumer retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty store retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name (including the REAAL®, Phytocab™ and 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 and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers. Through our NutraScience Labs division, we provide contract manufacturing services for private label products. Our contract manufacturing services business leverages our network of co-packers to manufacture custom products to the specifications of a customer who requires finished products under the customer’s own brand name. We do not |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation and Unaudited Information The condensed consolidated interim financial statements included herein have been prepared by the Company in accordance with United States Generally Accepted Accounting Principles (“GAAP”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not not may 10 December 31, 2018 April 16, 2019. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities. |
Revenue [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 no The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of March 31, 2019 December 31, 2018: Total Level 1 Level 2 Level 3 March 31, 2019: Derivative liabilities $ 4,994 - - $ 4,994 December 31, 2018: Derivative liabilities $ 4,359 - - $ 4,359 |
Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block] | Accounts Receivable and Allowances We grant credit to customers and generally do not March 31, 2019, $4,207, $3,753 December 31, 2018, $2,651, $1,954 |
Inventory, Policy [Policy Text Block] | Inventories Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 10 8 3 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 30 We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability. |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill Goodwill is not may not |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings, LLC (“Organic Holdings”) a market leader in the healthy aging and beauty from within categories, and owner of the Reserveage Nutrition brands, are determined to have an indefinite useful economic life and as such are not March 31, 2019 December 31, 2018 $4,346. |
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 $27 $40 three March 31, 2019 2018, March 31, 2019, December 31, 2018, $1,297 $1,324, |
Earnings Per Share, Policy [Policy Text Block] | et Income (Loss) per Common Share Basic net income or loss per common share (“Basic EPS”) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (“Diluted EPS”) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. When calculating diluted earnings or loss per share, if the effects are dilutive, companies are required to add back to net income or loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net income or loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows: Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (8,784 ) $ (4,958 ) Effect of dilutive securities on net loss: Common stock warrants - (1,818 ) Total net loss for purpose of calculating diluted net loss per common share $ (8,784 ) $ (6,776 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 255,643,828 253,275,066 Weighted-average effect of dilutive securities: Common stock warrants - 12,456,164 Total shares for purpose of calculating diluted net loss per common share 255,643,828 265,731,230 Net loss per common share: Basic $ (0.03 ) $ (0.02 ) Diluted $ (0.03 ) $ (0.03 ) |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Significant Concentration of Credit Risk Sales to our top three 38% 27% three March 31, 2019 2018, one 14% 15% three March 31, 2019 2018, 22% 14% March 31, 2019 December 31, 2018, |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In January 2017, No. 2017 04, 350 2 not December 15, 2019. January 1, 2017. not In February 2016, No. 2016 02, 842 842, December 15, 2018, January 1, 2020. In June 2016, 2016 13, 326 2016 13 January 1, 2021. not In May 2014, 2014 09, 606 2014 09 five December 15, 2016; July 2015, one may not January 1, 2019, January 1, 2020. not 2014 09. 2014 09 December 31, 2019, three March 31, 2020. no January 1, 2019, January 1, 2020. not 2014 09. 2014 09 December 31, 2019, three March 31, 2020. no Although there are several other new accounting pronouncements issued or proposed by FASB, which we have adopted or will adopt, as applicable, we do not |
Note 1 - Nature of Operations_2
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | Total Level 1 Level 2 Level 3 March 31, 2019: Derivative liabilities $ 4,994 - - $ 4,994 December 31, 2018: Derivative liabilities $ 4,359 - - $ 4,359 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended March 31, 2019 2018 Numerator: Net loss $ (8,784 ) $ (4,958 ) Effect of dilutive securities on net loss: Common stock warrants - (1,818 ) Total net loss for purpose of calculating diluted net loss per common share $ (8,784 ) $ (6,776 ) Number of shares used in per common share calculations: Total shares for purpose of calculating basic net loss per common share 255,643,828 253,275,066 Weighted-average effect of dilutive securities: Common stock warrants - 12,456,164 Total shares for purpose of calculating diluted net loss per common share 255,643,828 265,731,230 Net loss per common share: Basic $ (0.03 ) $ (0.02 ) Diluted $ (0.03 ) $ (0.03 ) |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | March 31, 2019 December 31, 2018 Raw materials $ 1,858 $ 4,346 Finished goods 6,531 5,997 8,389 10,343 Reserve for obsolete inventory (1,420 ) (2,398 ) $ 6,969 $ 7,945 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | March 31, 2019 December 31, 2018 Machinery and equipment $ 1,367 $ 1,367 Computers and other 7,540 7,540 Aquifer 482 482 Leasehold improvements 1,553 1,553 10,942 10,942 Accumulated depreciation and amortization (10,013 ) (9,825 ) $ 929 $ 1,117 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | March 31, 2019 December 31, 2018 Trademarks $ 8,915 $ 8,915 Indefinite-lived intangible assets 4,346 4,346 Customer relationships 19,110 19,110 Other 753 753 33,124 33,124 Accumulated amortization (12,195 ) (11,816 ) $ 20,929 $ 21,308 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | March 31 , 201 9 December 31 , 2018 Related Party Debt: July 2014 note payable to Little Harbor, LLC $ 3,267 $ 3,267 July 2016 note payable to Little Harbor, LLC 4,770 4,770 January 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 March 2016 note payable to Great Harbor Capital, LLC 7,000 7,000 December 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 August 2017 note payable to Great Harbor Capital, LLC 3,000 3,000 February 2018 note payable to Great Harbor Capital, LLC 2,000 2,000 July 2018 note payable to Great Harbor Capital, LLC, net of discount of $810 and $1,056 at March 31, 2019 and December 31, 2018 respectively 4,190 3,944 November 2018 note payable to Great Harbor Capital, LLC, net of discount of $886 and $1,088 at March 31, 2019 and December 31, 2018 respectively 3,114 2,912 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 November 2014 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $474 and $678 as of March 31, 2019 and December 31 2018, respectively 7,526 7,322 January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $686 and $915 as of March 31, 2019 and December 31 2018, respectively 4,314 4,085 February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $43 and $60 as of March 31, 2019 and December 31 2018, respectively 1,957 1,940 Macatawa Bank 15,000 15,000 Total related party debt 83,175 82,277 Senior Credit Facility with Midcap 1,983 - Other Debt: April 2016 note payable to JL-Utah Sub, LLC - 62 Huntington Holdings, LLC 3,200 3,200 Total other debt 3,200 3,262 Total debt 88,358 85,539 Less current portion (73,358 ) (70,539 ) Long-term debt $ 15,000 $ 15,000 |
Note 7 - Warrants and Registr_2
Note 7 - Warrants and Registration Rights Agreements (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Shares Weighted Average Price Outstanding, December 31, 2018 20,140,731 $ 0.15 Granted - - Canceled / Expired (500,000 ) 0.76 Exercised - - Outstanding, March 31, 2019 19,640,731 $ 0.13 |
Note 8 - Derivative Liabiliti_2
Note 8 - Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Notes Tables | |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Derivative liabilities as of December 31, 2018 $ 4,359 Reclassification of derivative liabilities (628 ) Loss on change in fair value of derivative liabilities 1,263 Derivative liabilities as of March 31, 2019 $ 4,994 |
Note 1 - Nature of Operations_3
Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | |
Accounts Receivable, Allowance for Credit Loss, Current | $ 4,207 | $ 2,651 | |
Allowance for Accounts Receivable, Current, Doubtful Accounts | 3,753 | 1,954 | |
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance | $ 4,346 | 4,346 | |
Lessor, Operating Lease, Term of Contract | 15 years | ||
Amortization of Deferred Gain on Sale of Assets | $ 27 | $ 40 | |
Deferred Gain on Sale of Property | $ 1,297 | $ 1,324 | |
Revenue Benchmark [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | |||
Number of Major Customers | 3 | 3 | |
Concentration Risk, Percentage | 38.00% | 27.00% | |
Revenue Benchmark [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk, Percentage | 14.00% | 15.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk, Percentage | 22.00% | ||
Accounts Receivable [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | |||
Concentration Risk, Percentage | 14.00% | ||
Minimum [Member] | Trademarks and Customer Relationships [Member] | |||
Finite-Lived Intangible Asset, Useful Life | 3 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 Operations_4
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative liabilities | $ 4,994 | $ 4,359 |
Fair Value, Recurring [Member] | ||
Derivative liabilities | 4,994 | 4,359 |
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Derivative liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 2 [Member] | ||
Derivative liabilities | ||
Fair Value, Recurring [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Derivative liabilities | $ 4,994 | $ 4,359 |
Note 1 - Nature of Operations_5
Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Net loss | $ (8,784) | $ (4,958) |
Common stock warrants | (1,818) | |
Total net loss for purpose of calculating diluted net loss per common share | $ (8,784) | $ (6,776) |
Weighted average number of common shares outstanding - basic (in shares) | 255,643,828 | 253,275,066 |
Common stock warrants (in shares) | 12,456,164 | |
Total shares for purpose of calculating diluted net loss per common share (in shares) | 255,643,828 | 265,731,230 |
Basic (in dollars per share) | $ (0.03) | $ (0.02) |
Diluted (in dollars per share) | $ (0.03) | $ (0.03) |
Note 2 - Going Concern (Details
Note 2 - Going Concern (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Retained Earnings (Accumulated Deficit), Ending Balance | $ (283,155) | $ (274,372) |
Working Capital Deficiency | 77,103 | |
Long-term Debt, Current Maturities, Total | $ 73,358 | $ 70,539 |
Note 3 - Inventories - Summary
Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Raw materials | $ 1,858 | $ 4,346 |
Finished goods | 6,531 | 5,997 |
8,389 | 10,343 | |
Reserve for obsolete inventory | (1,420) | (2,398) |
$ 6,969 | $ 7,945 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Depreciation, Total | $ 188 | $ 215 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property and equipment | $ 10,942 | $ 10,942 |
Accumulated depreciation and amortization | (10,013) | (9,825) |
929 | 1,117 | |
Machinery and Equipment [Member] | ||
Property and equipment | 1,367 | 1,367 |
Computers and Other [Member] | ||
Property and equipment | 7,540 | 7,540 |
Aquifer [Member] | ||
Property and equipment | 482 | 482 |
Leasehold Improvements [Member] | ||
Property and equipment | $ 1,553 | $ 1,553 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Amortization of Intangible Assets, Total | $ 379 | $ 459 |
Other Intangible Assets [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] | Trademarks [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 30 years | |
Maximum [Member] | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life | 16 years |
Note 5 - Intangible Assets - Su
Note 5 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Indefinite-lived intangible assets | $ 4,346 | $ 4,346 |
33,124 | 33,124 | |
Accumulated amortization | (12,195) | (11,816) |
20,929 | 21,308 | |
Trademarks [Member] | ||
Intangible assets | 8,915 | 8,915 |
Customer Relationships [Member] | ||
Intangible assets | 19,110 | 19,110 |
Other Intangible Assets [Member] | ||
Intangible assets | $ 753 | $ 753 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) | Jun. 02, 2019 | Apr. 22, 2019 | Dec. 04, 2018 | Sep. 30, 2018 | Jul. 27, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 14, 2017 | Dec. 31, 2016 | Sep. 02, 2016 | Jul. 21, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Feb. 06, 2015 | Jan. 22, 2015 | Nov. 13, 2014 | Mar. 31, 2019 | Jun. 02, 2017 | Dec. 31, 2016 | Jan. 28, 2019 | Jan. 22, 2019 | Dec. 31, 2018 | Nov. 05, 2018 | Aug. 15, 2017 | Jul. 25, 2017 | Mar. 08, 2017 | Aug. 06, 2016 | Apr. 05, 2016 | Feb. 04, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 19,640,731 | 20,140,731 | |||||||||||||||||||||||||||
Loss on Stock Purchase Guarantees | $ 3,210,000 | ||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Return | 778,385 | ||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | ||||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | $ 130,000 | ||||||||||||||||||||||||||||
Debt Instrument, Fee Amount | 540,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 7.50% | ||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 17,000,000 | 15,000,000 | $ 5,000,000 | ||||||||||||||||||||||||||
Line of Credit Facility, Potential Maximum Borrowing Capacity | $ 20,000,000 | ||||||||||||||||||||||||||||
Percentage of Unused Line Fee Per Month | 0.50% | ||||||||||||||||||||||||||||
Percentage of Management Fee Per Month | 1.20% | ||||||||||||||||||||||||||||
Long-term Line of Credit, Total | $ 1,983,000 | ||||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000,000 | ||||||||||||||||||||||||||||
Line of Credit Facility, Expiration Period | 2 years | ||||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.00% | ||||||||||||||||||||||||||||
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | |||||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||||||
Minimum Liquidity | $ 1,000,000 | ||||||||||||||||||||||||||||
Great Harbor Capital, LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000,000 | ||||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | 12.00% | 12.00% | 8.00% | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 7,000,000 | $ 2,000,000 | $ 7,000,000 | ||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000,000 | $ 8,000,000 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,329,400 | 4,960,740 | 434,809 | ||||||||||||||||||||||||||
Warrants Not Settleable in Cash, Fair Value Disclosure | 250,000 | $ 4,389,000 | $ 3,770,000 | ||||||||||||||||||||||||||
Debt Instrument, Fee Amount | $ 90,000 | $ 152,000 | $ 273,000 | ||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 13, 2019 | ||||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | ||||||||||||||||||||||||||||
Huntington Holdings, LLC [Member] | |||||||||||||||||||||||||||||
Common Stock Subscription Price Per Share | $ 2.29 | ||||||||||||||||||||||||||||
Stock Price Guarantee Payment | $ 3,210,000 | ||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Return | 778,385 | ||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued | 749,999 | ||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares Price | $ 140,000 | ||||||||||||||||||||||||||||
Common Stock, Shares Subscribed but Unissued, Option to Purchase Shares | 764,192 | ||||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | |||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,542,219 | ||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Great Harbor Capital, LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | $ 3,000,000 | $ 2,500,000 | $ 7,000,000 | $ 2,500,000 | $ 2,500,000 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292,000 | $ 104,000 | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 27, 2020 | Feb. 6, 2021 | Aug. 29, 2020 | Dec. 30, 2019 | Mar. 21, 2019 | Jan. 28, 2019 | |||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | Feb. 28, 2017 | |||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor, LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jul. 25, 2017 | ||||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Total | $ 4,900,000 | ||||||||||||||||||||||||||||
Debt Instrument, Term | 3 years | ||||||||||||||||||||||||||||
Debt Instrument, Obligation Termination, Stock Price Trigger | 5.06 | ||||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,267,000 | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||||||||
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,769,996 | ||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 4,770,000 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||||||||||||||||||
Great Harbour Note 4 [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500,000 | $ 4,000,000 | |||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,267,000 | $ 2,500,000 | $ 7,000,000 | $ 2,500,000 | $ 2,500,000 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | Dec. 30, 2019 | Dec. 30, 2019 | Mar. 21, 2019 | Jan. 28, 2019 | |||||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Apr. 21, 2017 | ||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,200,000 | ||||||||||||||||||||||||||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities, Total | $ 50,000 | ||||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Huntington Holdings, LLC [Member] | Forecast [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Increase (Decrease) | 10.00% | ||||||||||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Golisano Holdings LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770,000 | ||||||||||||||||||||||||||||
Proceeds from Related Party Debt | $ 4,770,000 | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Jan. 28, 2019 | ||||||||||||||||||||||||||||
Secured Debt [Member] | Golisano Holdings LLC [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | ||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 15,000,000 | ||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 3.49% | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate After Maturity of Event of Default Spread | 3.00% | ||||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | Minimum [Member] | |||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.50% | ||||||||||||||||||||||||||||
Notes Payable Maturing in March 2019 [Member] | JL [Member] | |||||||||||||||||||||||||||||
Notes Payable to Bank, Noncurrent | $ 500,000 |
Note 6 - Debt - Summary of Debt
Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Other debt | $ 88,358 | $ 85,539 |
Total debt | 88,358 | 85,539 |
Less current portion | (73,358) | (70,539) |
Long-term debt | 15,000 | 15,000 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Long-term debt, net | 3,267 | 3,267 |
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||
Long-term debt, net | 4,770 | 4,770 |
Related-Party Debt January 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-Party Debt March 2016 Note Payable to Great Harbor Capital, LLC [Member] | ||
Long-term debt, net | 7,000 | 7,000 |
Related-Party Debt December 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||
Long-term debt, net | 3,000 | 3,000 |
Related Party February 2018 Note Payable to Great Harbor LLC [Member] | ||
Long-term debt, net | 2,000 | 2,000 |
Related Party July 2018 Note Payable To Great Harbor LLC [Member] | ||
Long-term debt, net | 4,190 | 3,944 |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||
Long-term debt, net | 3,114 | 2,912 |
Related-Party Debt January 2016 Note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 7,000 | 7,000 |
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Long-term debt, net | 4,770 | 4,770 |
Related Part Debt December 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,500 | 2,500 |
Related-party Debt March 2017 Note payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 3,267 | 3,267 |
Related Party February 2018 Note Payable to Golisano Holdings LLC [Member] | ||
Long-term debt, net | 2,000 | 2,000 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 7,526 | 7,322 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Long-term debt, net | 4,314 | 4,085 |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Long-term debt, net | 1,957 | 1,940 |
Term Loan [Member] | ||
Long-term debt, net | 15,000 | 15,000 |
Related Party Debt [Member] | ||
Long-term debt, net | 83,175 | 82,277 |
Senior Credit Facility With Midcap [Member] | ||
Long-term debt, net | 1,983 | |
April 2016 Note Payable To JL-Utah Sub, LLC [Member] | ||
Long-term debt, net | 62 | |
Unsecured Promissory Note with Huntington Holdings, LLC [Member] | ||
Long-term debt, net | 3,200 | 3,200 |
Debt Other Than Related Party Debt and Credit Facility [Member] | ||
Other debt | 3,200 | 3,262 |
Total debt | $ 3,200 | $ 3,262 |
Note 6 - Debt - Summary of De_2
Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Nov. 05, 2018 |
Related Party July 2018 Note Payable To Great Harbor LLC [Member] | |||
Debt instrument, unamortized discount | $ 810 | $ 1,056 | |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | |||
Debt instrument, unamortized discount | 886 | 1,088 | $ 1,214 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | |||
Debt instrument, unamortized discount | 474 | 678 | |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | |||
Debt instrument, unamortized discount | 686 | 915 | |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | |||
Debt instrument, unamortized discount | $ 43 | $ 60 |
Note 7 - Warrants and Registr_3
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Feb. 06, 2016 | Nov. 13, 2014 | Apr. 30, 2015 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2016 | Dec. 31, 2018 | Nov. 05, 2018 | Sep. 30, 2018 | Jul. 31, 2018 | Feb. 28, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 31, 2017 | Jul. 31, 2016 | Apr. 05, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Oct. 31, 2015 | Jun. 30, 2015 | Feb. 06, 2015 | Feb. 04, 2015 | Jan. 22, 2015 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 19,640,731 | 20,140,731 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.13 | $ 0.15 | |||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights | |||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 898 | $ 502 | |||||||||||||||||||||
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | |||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | 886 | $ 1,088 | $ 1,214 | ||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 202 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Golisano Holdings LLC [Member] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,542,219 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | $ 0.001 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 12,697,977 | ||||||||||||||||||||||
Number of Warrants Expired | 509,141 | ||||||||||||||||||||||
Number of Warrants Cancelled | 6,857,143 | ||||||||||||||||||||||
July 2018 GH Warrant [Member] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,500,000 | ||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,479 | ||||||||||||||||||||||
Amortization of Debt Discount (Premium) | $ 247 | ||||||||||||||||||||||
November 2018 Great Harbor 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 | 2,000,000 | 1,818,182 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 2,000,000 | 1,818,182 | |||||||||||||||||||||
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 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Golisano LLC December 2016 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 | ||||||||||||||||||||||
Golisano LLC March 2017 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 | 1,484,847 | ||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,484,847 | ||||||||||||||||||||||
Golisano Warrants [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 | 1,818,182 | 2,168,178 | |||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,818,182 | 2,168,178 | |||||||||||||||||||||
January 2016 GH 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 | ||||||||||||||||||||||
March 2016 GH 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 | ||||||||||||||||||||||
December 2016 GH 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 | ||||||||||||||||||||||
August 2017 GH 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 | 1,363,636 | ||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,363,636 | ||||||||||||||||||||||
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 | ||||||||||||||||||||||
Midcap Funding X Trust [Member] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | 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 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 8,000 | ||||||||||||||||||||||
Class of Warrants or Rights, Subject to Repurchase | 4,960,740 | ||||||||||||||||||||||
Class of Warrant or Right, Minimum Repurchase Price, Under Agreement | $ 3,750 | ||||||||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on June 30, 2015 [Member] | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | ||||||||||||||||||||||
Class of Warrant or Right, Cancelled, Number of Securities Called by Warrants or Rights | 807,018 | ||||||||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on January 22, 2015[Member] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 869,618 | ||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | ||||||||||||||||||||||
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 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 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 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 | ||||||||||||||||||||||
JL Properties, Inc. [Member] | |||||||||||||||||||||||
Deposits Assets | $ 1,000 | ||||||||||||||||||||||
JL Properties, Inc. [Member] | First Warrant [Member] | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 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 | ||||||||||||||||||||||
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 7 - Warrants and Registr_4
Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Outstanding, beginning balance (in shares) | shares | 20,140,731 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.15 |
Granted (in shares) | shares | |
Granted, weighted average exercise price (in dollars per share) | $ / shares | |
Canceled / Expired (in shares) | shares | (500,000) |
Canceled / expired, weighted average exercise price (in dollars per share) | $ / shares | $ 0.76 |
Exercised (in shares) | shares | |
Exercised, weighted average exercise price (in dollars per share) | $ / shares | |
Outstanding, ending balance (in shares) | shares | 19,640,731 |
Outstanding, weighted average exercise price (in dollars per share) | $ / shares | $ 0.13 |
Note 8 - Derivative Liabiliti_3
Note 8 - Derivative Liabilities (Details Textual) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Derivative Liability, Total | $ 4,994 | $ 4,359 |
Note 8 - Derivative Liabiliti_4
Note 8 - Derivative Liabilities - Activity in Derivative Liabilities Account (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Derivative liabilities | $ 4,359 | |
Reclassification of derivative liabilities | (628) | |
Loss on change in fair value of derivative liabilities | 1,263 | $ (1,818) |
Derivative liabilities | $ 4,994 |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Jun. 06, 2018 | Jan. 05, 2017 | Mar. 31, 2019 | Dec. 31, 2018 |
Preferred Stock, Shares Authorized | 500,000,000 | 500,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||
Preferred Stock, Shares Issued, Total | 0 | 0 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 7,194,412 | |||
Stock Issued During Period Shares Warrants Exercised | 642,366 | |||
Stock Issued During Period Value Warrants Exercised | $ 1 | |||
Common Stock, Shares Subscribed but Unissued | 1,528,384 | |||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30 | $ 30 | ||
Subscription Receivable Annual Interest Rate | 5.00% | |||
Platinum [Member] | ||||
Stock Issued During Period, Shares, New Issues | 4,166,667 | |||
TCC Plan [Member] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 20,000,000 | |||
TCC Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details Textual) - USD ($) | 12 Months Ended | ||||||
Dec. 31, 2018 | Apr. 23, 2019 | Apr. 22, 2019 | Mar. 31, 2019 | Jan. 22, 2019 | Sep. 02, 2016 | Jan. 22, 2015 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,140,731 | 19,640,731 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | $ 0.13 | |||||
Subsequent Event [Member] | Midcap Warrants [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 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 500,000 | ||||||
Revolving Credit Facility [Member] | Midcap Funding X Trust [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | $ 17,000,000 | $ 15,000,000 | ||||
Adjusted EBITDA | $ 1,400,000 | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 500,000 | ||||||
Revolving Credit Facility [Member] | Midcap Funding X Trust [Member] | Subsequent Event [Member] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000,000 |