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TLCC Twinlab Consolidated

Filed: 17 May 21, 4:16pm
 

 



 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 


FORM 10-Q

 


(Mark One)

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended March 31, 2021

 

OR

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____ to ____

 

Commission File Number: 000-55181

 


Twinlab Consolidated Holdings, Inc.

(Exact name of registrant as specified in its charter)

 


Nevada

46-3951742

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

4800 T-Rex Avenue, Suite 305

Boca Raton, Florida

33431
(Address of principal executive offices)(Zip Code)

 

(561) 443-4301

 (Registrant’s telephone number, including area code) 

 

Not Applicable

 

(Former name, former address and former fiscal, if changed since last report)

 


Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.001 par value per share

TLCC

OTC.PK

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

  

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 

The number of shares of common stock, par value $0.001, outstanding on May 13, 2021 was 259,092,833 shares.

 

 



 

 

 

 

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains forward-looking statements that involve substantial risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our strategy, future operations, future financial position, future revenue, projected costs, prospects, plans, objectives of management and expected market growth, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

 

The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “predict,” “project,” “target,” “potential,” “contemplate,” “anticipate,” “goals,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These forward-looking statements include, among other things, statements about our plans and ability to raise additional capital, including through equity offerings, debt financings, or other arrangements, and the potential impact of the COVID-19 pandemic on our business operations.

 

These forward-looking statements are only predictions and we may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements. You should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our business, financial condition and operating results. We have included important factors in the cautionary statements included in this Quarterly Report on Form 10-Q and in “Part I, Item 1A — Risk Factors” included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 16, 2021 that could cause actual future results or events to differ materially from the forward-looking statements that we make.

 

You should read this Quarterly Report on Form 10-Q and the documents that we have filed as exhibits to this Quarterly Report on Form 10-Q with the understanding that our actual future results may be materially different from what we expect. We do not assume any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise, except as required by applicable law.

 

 

 

 

Twinlab Consolidated Holdings, Inc.

 

Form 10-Q

 

 

TABLE OF CONTENTS

 Page No. 

Part I - FINANCIAL INFORMATION

  
    

Item 1.

Financial Statements

  
    
 

Condensed Consolidated Balance Sheets (Unaudited)

1

 
    
 

Condensed Consolidated Statements of Operations (Unaudited)

2

 
    
 

Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited)

3

 
    
 

Condensed Consolidated Statements of Cash Flows (Unaudited)

4

 
    
 

Notes to Condensed Consolidated Financial Statements (Unaudited)

5

 
    

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

22

 
    

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

25

 
    

Item 4.

Controls and Procedures

26

 
    

Part II - OTHER INFORMATION

  
    

Item 1.

Legal Proceedings

28

 
    

Item 1A.

Risk Factors

28

 
    

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

28

 
    

Item 3.

Defaults Upon Senior Securities

28

 
    

Item 4.

Mine Safety Disclosures

28

 
    

Item 5.

Other Information

28

 
    

Item 6.

Exhibits

28

 
    
 

Signatures

29

 

 

 

 

PART I. FINANCIAL INFORMATION

 

Item 1.

Financial Statements

 
 

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Balance Sheets (unaudited)

(amounts in thousands, except share and per share data)

 

  

March 31, 2021

  

December 31, 2020

 

ASSETS

        
         

Current assets:

        

Cash

 $3,236  $424 

Accounts receivable, net

  9,794   8,425 

Inventories, net

  9,411   6,301 

Prepaid expenses and other current assets

  2,838   2,195 

Total current assets

  25,279   17,345 
         

Property and equipment, net

  60   65 

Right-of-use assets

  5,408   4,710 

Intangible assets, net

  3,159   3,253 

Goodwill

  8,818   8,818 

Other assets

  744   760 
         

Total assets

 $43,468  $34,951 
         

LIABILITIES AND STOCKHOLDERS DEFICIT

        
         

Current liabilities:

        

Accounts payable

 $7,299  $4,712 

Lease liabilities

  808   742 

Accrued expenses and other current liabilities

  8,844   9,372 

Accrued interest

  21,959   20,359 

Notes payable and current portion of long-term debt

  100,081   96,847 

Total current liabilities

  138,991   132,032 
         
         

Long-term liabilities:

        

Lease liabilities

  5,217   4,592 

Notes payable and long-term debt, net of current and debt discount

  1,026   476 

Total long-term liabilities

  6,243   5,068 
         

Total liabilities

  145,234   137,100 
         

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, 393,898,884 and 392,864,182 shares issued, respectively

  394   393 

Additional paid-in capital

  231,249   231,250 

Stock subscriptions receivable

  (30)  (30)

Treasury stock, 134,806,051 shares at cost

  (500)  (500)

Accumulated deficit

  (332,879)  (333,262)

Total stockholders’ deficit

  (101,766)  (102,149)
         

Total liabilities and stockholders' deficit

 $43,468  $34,951 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1

 

 

 

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Statements of Operations (unaudited)

(amounts in thousands, except share and per share data)

 

  

Three Months Ended
March 31,

 
  

2021

  

2020

 

Net sales

 $19,460  $16,429 

Cost of sales

  12,342   11,265 
         

Gross profit

  7,118   5,164 
         

Operating costs and expenses:

        

Selling expenses

  889   283 

General and administrative expenses

  3,658   6,857 
         

Income (loss) from operations

  2,571   (1,976)
         

Other income (expense):

        

Interest expense, net

  (2,169)  (2,158)

Gain on change in derivative liabilities

  -   (1,030)

Other (expense)

  (19)  - 
         

Total other income (expense)

  (2,188)  (3,188)
         

Income (loss) before income taxes

  383   (5,164)
         

Provision for income taxes

  -   - 
         

Total net income (loss)

 $383  $(5,164)
         

Weighted average number of common shares outstanding - basic

  258,058,131   256,785,233 

Net income (loss) per common share - basic

 $-  $(0.02)
         

Weighted average number of common shares outstanding - diluted

  259,086,561   256,785,233 

Net income (loss) per common share - diluted (See Note 2)

 $-  $(0.02)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2

 

 

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Statements of Stockholders Deficit (unaudited)

(amounts in thousands, except share and per share data)

 

  

Common Stock

  

Additional

Paid-in

  

Stock

Subscriptions

  

Treasury Stock

  

Accumulated

     
  

Shares

  

Amount

  Capital    Receivable    

Shares

  

Amount

  

Deficit

  

Total

 
                                 

Balance, December 31, 2019

  390,449,879  $390  $231,253  $(30)  134,806,051  $(500) $(318,873) $(87,760)

Shares issued upon exercise of warrants

  1,141,405   2   (2)  -   -   -   -   - 

Net loss

  -   -   -   -   -   -   (5,164)  (5,164)

Balance, March 31, 2020

  391,591,284  $392  $231,251  $(30)  134,806,051  $(500) $(324,037) $(92,924)
                                 

Balance, December 31, 2020

  392,864,182   393   231,250   (30)  134,806,051   (500)  (333,262)  (102,149)

Shares issued upon exercise of warrants

  1,034,702   1   (1)  -   -   -   -   - 

Net income

  -   -   -   -   -   -   383   383 

Balance, March 31, 2021

  393,898,884  $394  $231,249  $(30)  134,806,051  $(500) $(332,879) $(101,766)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3

 

 

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(amounts in thousands)

 

  

Three Months Ended
March 31,

 
  

2021

  

2020

 

Cash flows from operating activities:

        

Net income (loss)

 $383  $(5,164)

Adjustments to reconcile net loss to net cash used in operating activities

        

Depreciation and amortization

  99   267 

Amortization of right-to-use assets

  210   193 

Amortization of debt discount

  215   305 

Provision for (recovery of) obsolete inventories

  (517)  180 

Provision for (recovery of) for losses on accounts receivable

  541   4,097 

Gain on change in derivative liability

  -   1,030 

Other non-cash items

  -   5 

Changes in operating assets and liabilities:

        

Accounts receivable

  (1,910)  (2,967)

Inventories

  (2,593)  (843)

Prepaid expenses and other current assets

  (643)  (285)

Other assets

  14   18 

Accounts payable

  2,588   (1,734)

Lease liabilities

  (217)  (192)

Accrued expenses and other current liabilities

  1,073   2,157 
         

Net cash used in operating activities

  (757)  (2,933)
         

Cash flows from financing activities:

        

Proceeds from the issuance of debt

  1,344   5,000 

Repayment of debt

  -   (2,312)

Net borrowings from revolving credit facility

  2,225   453 
         

Net cash provided by financing activities

  3,569   3,141 
         

Net increase in cash

  2,812   208 

Cash at the beginning of the period

  424   270 
         

Cash at the end of the period

 $3,236  $478 
         

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

        

Cash paid for interest

 $354  $139 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4

 

 

Twinlab Consolidated Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

(amounts in thousands, except share and per share amounts)

 

 

Note 1 Nature of Business

 

Nature of Business

 

Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on October 24, 2013 under the laws of the State of Nevada as Mirror Me, Inc. On August 7, 2014, we amended our articles of incorporation and changed our name to Twinlab Consolidated Holdings, Inc.

 

We are an integrated marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty 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, a market leader in the healthy aging and beauty from within categories sold under the Reserveage Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife brand name; the Re-Body brand name; and a full line of herbal teas sold under the Alvita brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers. 

 

We also perform contract manufacturing services for private label products through NutraScience Labs. Our contract manufacturing services business involves the manufacture of custom products to the specifications of a customer who requires finished product under the customer’s own brand name. We do not market these private label products as our business is to sell the products to the customer, who then markets and sells the products to retailers or end consumers.

 

Going Concern

 

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As of March 31, 2021, we had an accumulated deficit of $332,879. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through debt.

 

Because of our history of operating losses and significant interest expense on our debt we have a working capital deficiency of $113,712 as of March 31, 2021. We also have $100,081 of debt, net of discount, presented in current liabilities. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

 

Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing operating costs that include significant workforce and salary expense reduction and continuing to negotiate lower prices from major suppliers.  We believe that we may need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all. To meet capital requirements, the Company may consider selling certain assets or seeking financing through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing agreements.

 

 

Note 2 Summary of Significant Accounting Policies

 

Summary of Significant Accounting Policies

 

Except as described herein, there have been no changes in the Company’s significant accounting policies as described in Note 2, Summary of Significant Accounting Policies, within the “Notes to Consolidated Financial Statements” accompanying the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

 

5

 

Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial reporting and as required by Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2021. These interim condensed consolidated financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the Company’s financial position and results of operations for the periods presented. All amounts and disclosures set forth in this Quarterly Report on Form 10-Q reflect adoption of these changes.

 

Principles of Consolidation

 

The condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of warrants and derivative liabilities.

 

Contract Liabilities

 

Our contract liabilities consist of customer deposits and contractual guaranteed returns. Net contract liabilities are recorded in accrued expenses and other current liabilities and consisted of the following:

 

 

  

March 31, 2021

  

December 31, 2020

 

Contract Liabilities - Customer Deposits

 $4,895  $3,874 

Contract Liabilities - Guaranteed Returns

  60   60 
  $4,955  $3,934 

 

Disaggregation of Revenue

 

Revenue is disaggregated from contracts with customers by goods or services as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. See details in the tables below.

 

  

Three Months Ended

March 31, 2021

  

Three Months Ended

March 31, 2020

 

Product Sales

 $19,180  $16,378 

Fulfillment Services

  280   51 
  $19,460  $16,429 

 

 

Fair Value of Financial Instruments

 

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1 – inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date.

 

6

 

Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly.

 

Level 3 – inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability.

 

The Company did not have any financial instruments that are measured at fair value on a recurring basis as of March 31, 2021 and December 31, 2020.

 

Accounts Receivable and Allowances

 

We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of March 31, 2021, total allowances amounted to $2,642, of which $1,544 was related to doubtful accounts receivable. As of December 31, 2020, total allowances amounted to $2,101, of which $1,127 was related to doubtful accounts receivable.

 

Net Loss per Common Share

 

Basic net loss per common share (“Basic EPS”) is computed by dividing net loss by the weighted average number of common shares outstanding. Diluted net loss per common share (“Diluted EPS”) is computed by dividing net loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. 

 

When calculating diluted loss per share, if the effects are dilutive, companies are required to add back to net loss the effects of the change in derivative liabilities related to warrants. Additionally, if the effects of the change in derivative liabilities are added back to net loss, companies are required to include the warrants outstanding related to the derivative liability in the calculation of the weighted average dilutive shares. 

 

7

 

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,

 
  

2021

  

2020

 

Numerator:

        

Net income (loss)

 $383  $(5,164)

Effect of dilutive securities on net income (loss): Common stock warrants

  -   - 
         

Total net income (loss) for purpose of calculating diluted net income (loss) per common share

 $383  $(5,164)
         

Number of shares used in per common share calculations:

        

Total shares for purpose of calculating basic net income (loss) per common share

  258,058,131   256,785,233 

Weighted-average effect of dilutive securities: Common stock warrants

  1,028,430   - 
         

Total shares for purpose of calculating diluted net income (loss) per common share

  259,086,561   256,785,233 
         

Net income (loss) per common share:

        

Basic

 $-  $(0.02)

Diluted

 $-  $(0.02)

 

Significant Concentration of Credit Risk

 

Sales to our top three customers aggregated to approximately 28% and 33% of total sales for the three months ended March 31, 2021 and 2020, respectively. Sales to one of those customers were approximately 8% and 17% of total sales for the three months ended March 31, 2021 and 2020, respectively.  Accounts receivable from the top three customers were approximately 43% and 21% of total accounts receivable as of March 31, 2021 and December 31, 2020, respectively.  A single customer represents 4% and 10% of total accounts receivable as of March 31, 2021 and December 31, 2020, respectively, and this customer is a related party through a director who sits on both the Company’s board and that of the customer.

 

New and Recently Adopted Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (“the FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires lessees to record most leases on the balance sheet and recognize the expenses on the income statement in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the right to use the underlying asset for the lease term. For public entities, the new standard is effective for fiscal years beginning after December 15, 2018 and interim periods within that reporting period. For all other entities, this standard is effective for annual reporting periods beginning after December 15, 2019 and interim periods within annual periods beginning after December 15, 2020. The Company adopted the standard using the modified retrospective approach as of January 1, 2020, with the effective date as of the date of initial application. The Company elected the practical expedients available under the provisions of the new standard, including: not reassessing whether expired or existing contracts are or contain leases; not reassessing the classification of expired or existing leases; and not reassessing the initial direct cost for any existing leases. The Company also elected the practical expedient allowing the use of hindsight in determining the lease term and assessing impairment of right-of-use assets based on all facts and circumstances through the effective date of the new standard. Upon adoption, and prior to Q1 2020 activity, the Company recognized cumulative operating lease liabilities of $6.1 million and operating right-of-use assets of $5.5 million. 

 

8

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments- Credit losses (Topic 326): Measurement of Credit losses on Financial Instruments. ASU 2016-13 requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Our status as a smaller reporting company allows us to defer adoption until the annual period, including interim periods within the annual period, beginning January 1, 2023. Management is currently evaluating the requirements of this guidance and has not yet determined the impact of the adoption on the Company's financial position or results from operations.

 

 

Note 3 Inventories

 

Inventories consisted of the following:

 

  

March 31, 2021

  

December 31, 2020

 

Raw materials

 $4,946  $2,053 

Finished goods

  5,694   5,994 
   10,640   8,047 

Reserve for obsolete inventory

  (1,229)  (1,746)
         

Inventories, net

 $9,411  $6,301 

 

 

Note 4 Intangible Assets

 

Intangible assets consisted of the following:

 

  

March 31, 2021

  

December 31, 2020

 
         

Trademarks

 $3,459  $3,459 

Indefinite-lived intangible assets

  1,400   1,400 

Customer relationships

  8,663   8,663 

Other

  -   - 
   13,522   13,522 

Accumulated amortization

  (10,363)  (10,269)
         

Intangible assets, net

 $3,159  $3,253 

 

Trademarks are amortized over periods ranging from 3 to 30 years and customer relationships are amortized over periods ranging from 15 to 16 years. Amortization expense was $94 and $278 for the three months ended March 31, 2021, and 2020, respectively. 

 

9

 

 

Note 5 Debt

 

Debt consisted of the following:  

 

  

March 31,

  

December 31,

 
  

2021

  

2020

 

Related Party Debt:

        

July 2014 note payable to Little Harbor, LLC

 $3,267  $3,267 

July 2016 note payable to Little Harbor, LLC

  4,770   4,770 

January 2016 note payable to Great Harbor Capital, LLC

  2,500   2,500 

March 2016 note payable to Great Harbor Capital, LLC

  7,000   7,000 

December 2016 note payable to Great Harbor Capital, LLC

  2,500   2,500 

August 2017 note payable to Great Harbor Capital, LLC

  3,000   3,000 

February 2018 note payable to Great Harbor Capital, LLC

  2,000   2,000 

July 2018 note payable to Great Harbor Capital, LLC, net of discount of $141 and $201 at March 31, 2021 and December 31, 2020, respectively

  4,859   4,799 

November 2018 note payable to Great Harbor Capital, LLC, net of discount of $171 and $244 at March 31, 2021 and December 31, 2020, respectively

  3,829   3,756 

February 2020 note payable to Great Harbor Capital, LLC

  2,500   2,500 

January 2016 note payable to Golisano Holdings LLC

  2,500   2,500 

March 2016 note payable to Golisano Holdings LLC

  7,000   7,000 

July 2016 note payable to Golisano Holdings LLC

  4,770   4,770 

December 2016 note payable to Golisano Holdings LLC

  2,500   2,500 

March 2017 note payable to Golisano Holdings LLC

  3,267   3,267 

February 2018 note payable to Golisano Holdings LLC

  2,000   2,000 

February 2020 note payable to Golisano Holdings LLC

  2,500   2,500 

November 2014 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $70 and $100 at March 31, 2021 and December 31, 2020, respectively

  7,930   7,900 

January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $115 and $164 at March 31, 2021 and December 31, 2020, respectively

  4,885   4,836 

February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $6 and $9 at March 31, 2021 and December 31, 2020, respectively

  1,994   1,991 

Macatawa Bank

  15,000   15,000 

Total related party debt

  90,571   90,356 
         

Senior Credit Facility with Midcap

  7,518   5,293 
         

Other Debt:

        

May 2020 Note Payable to Fifth Third Bank, N.A.

  1,674   1,674 

February 2021 Note Payable to Fifth Third Bank, N.A.

  1,344   - 

Total other debt

  3,018   1,674 
         

Total debt

  101,107   97,323 

Less current portion

  100,081   96,847 
         

Long-term debt

 $1,026  $476 

 

10

 

Little Harbor LLC

 

Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Little Harbor LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Little Harbor LLC. 

 

July 2014 Note Payable to Little Harbor, LLC

 

Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, on February 6, 2018 we entered into an agreement with Little Harbor to convert a debt repayment obligation of $3,267 into an unsecured promissory note (“Little Harbor Debt Repayment Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. The Little Harbor Debt Repayment Note was scheduled to mature on July 25, 2020; however, Little Harbor and the Company amended this note to extend the maturity to October 22, 2021.

 

July 2016 Note Payable to Little Harbor, LLC

 

In July 2016, we issued an unsecured delayed draw promissory note in favor of Little Harbor (“Little Harbor Delayed Draw Note”), pursuant to which Little Harbor loaned us the full approved amount of $4,770 during the year ended December 31, 2016. This note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrant in Note 6). This note is unsecured and was scheduled to mature on January 28, 2019; however, in January 2019, the Company and Little Harbor amended this note to extend the maturity to June 30, 2019; then in July 2019, the Company and Little Harbor amended the note to extend the maturity to October 22, 2021.

 

Little Harbor has delivered a deferment letter pursuant to which Little Harbor agreed to defer all payments due under the aforementioned notes held by Little Harbor, through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes. 

 

Great Harbor Capital LLC

 

Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Great Harbor Capital LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Great Harbor Capital LLC.

 

January 2016 Note Payable to Great Harbor Capital, LLC

 

Pursuant to a January 28, 2016 unsecured promissory note (“January 2016 GH Note”) with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us $2,500. The January 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $104 which payment was to commence on February 28, 2017 but was deferred to August 31, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 6). The original maturity date of the January 2016 GH Note was January 28, 2019; however, on January 23, 2019, the Company and GH amended the January 2016 GH Note to extend the maturity to June 30, 2019, then in July, 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

 

March 2016 Note Payable to Great Harbor Capital, LLC

 

Pursuant to a March 21, 2016 unsecured promissory note (“March 2016 GH Note”), GH lent us $7,000. This March 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $292 which payment was to commence on April 21, 2017 but was deferred to August 30, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 6). The note was scheduled to mature on March 21, 2019; however, in January 2019, the Company and GH amended this note to extend the maturity to June 30, 2019, then in July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

 

December 2016 Note Payable to Great Harbor Capital, LLC

 

Pursuant to a December 31, 2016 unsecured promissory note (“December 2016 GH Note”), GH lent us $2,500. The December 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 6). The note was scheduled to mature on December 31, 2019; however, in July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

 

11

 

August 2017 Note Payable to Great Harbor Capital, LLC

 

Pursuant to an August 30, 2017 secured promissory note, GH lent us $3,000 (“August 2017 GH Note”). The August 2017 GH Note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 6). The note was scheduled to mature on August 29, 2020; however, in July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

 

February 2018 Note Payable to Great Harbor Capital, LLC

 

Pursuant to a February 6, 2018 secured promissory note, GH lent us $2,000 (“February 2018 GH Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to Midcap Funding X Trust as successor-by-assignment from MidCap Financial Trust (“MidCap”). The note was scheduled to mature on February 6, 2021; however, in July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

 

As previously reported, on February 6, 2018, the Company issued an amended and restated secured promissory note to GH (“A&R August 2017 GH Note”) replacing the prior secured promissory note issued on August 30, 2017. The amendment and restatement added a requirement that when the Company consummates any Special Asset Disposition (as defined in the February 2018 GH Note), provided that the Company has a minimum liquidity of $1,000, the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the A&R August 2017 GH Note and any other note subject to the Intercreditor Agreement (defined below). The interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on August 30, 2017; however, the maturity date has been extended to October 22, 2021.

 

Furthermore, as a result of notes issued on February 6, 2018, by GH and Golisano Holdings LLC (“Golisano LLC”), GH and Golisano LLC entered into an “Intercreditor Agreement” where they agreed that each of the February 2018 GH Note, A&R August 2017 GH Note, and the Golisano LLC February 2018 Note are  pari passu  as to repayment, security and otherwise and are equally and ratably secured.

 

July 2018 Note Payable to Great Harbor Capital, LLC

 

Pursuant to a July 27, 2018 secured promissory note, GH loaned the Company $5,000 ("July 2018 GH Note"). The July 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning September 1, 2018. The principal of the July 2018 GH Note was payable at maturity on January 27, 2020. The July 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 6). In July 2019, the Company and GH amended this note to extend the maturity date to October 22, 2021.

 

The July 2018 GH Note is subordinate to the indebtedness owed to MidCap. The July 2018 GH Note is senior to the indebtedness owed to Little Harbor and Golisano Holdings LLC.

 

November 2018 Note Payable to Great Harbor Capital, LLC

 

Pursuant to a November 5, 2018 secured promissory note, GH loaned the Company $4,000 ("November 2018 GH Note"). The November 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning December 1, 2018. The principal of the November 2018 GH Note was payable at maturity on November 5, 2020. The November 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 6). In July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

 

February 2020 Note Payable to Great Harbor Capital, LLC

 

Pursuant to a February 2020 unsecured promissory note (“February 2020 GH Note”), an affiliate of a member of our Board of Directors, GH lent us $2,500. The February 2020 GH Note bears interest at an annual rate of 8%, with the principal payable at the maturity of October 22, 2021.  

 

12

 

GH has delivered a deferment letter pursuant to which GH agreed to defer all payments due under the aforementioned notes held by GH, through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes. 

 

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 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

 

On November 13, 2014, we raised proceeds of $8,000, less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The managing director of Penta, an institutional investor, is also a director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano Holdings, LLC (“Golisano LLC”) acquired this note payable from Penta (the “First Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of 12% per year from the date of issuance to March 8, 2017, and decreased to 8% per year thereafter, payable monthly. The Company and Golisano LLC amended this note to extend the maturity from November 5, 2020 to October 22, 2021. We issued a warrant to Penta to purchase 4,960,740 shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants formerly Penta Warrants in Note 6).

 

January 2015 Note Payable to Golisano Holdings LLC (formerly payable to JL-Mezz Utah, LLC-f/k/a JL-BBNC Mezz Utah, LLC)

 

On January 22, 2015, we raised proceeds of $5,000, less certain fees and expenses, from the sale of a note to JL-Mezz Utah, LLC (f/k/a JL-BBNC Mezz Utah, LLC) (“JL-US”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL-US a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano LLC acquired this note payable from JL-US. Interest on the outstanding principal accrued at a rate of 12% per year from the date of issuance to March 8, 2017, and decreased to 8% per year thereafter, payable monthly (the “Golisano JL-US Note”). The note matures on October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to JL-US to purchase 2,329,400 shares of the Company’s common stock on January 22, 2015 and 434,809 shares of the Company’s common stock on February 4, 2015 (see JL Warrants in Note 6). 

 

February 2015 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

 

On February 6, 2015, we raised proceeds of $2,000, less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. On March 8, 2017, Golisano LLC acquired this note payable from Penta (the “Second Golisano Penta Note”). Interest on the outstanding principal accrued at a rate of 12% per year from the date of issuance to March 8, 2017, and decreased to 8% per year thereafter, payable monthly. The note matures on October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase 869,618 shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants formerly Penta Warrants in Note 6).

 

January 2016 Note Payable to Golisano Holdings LLC

 

Pursuant to a January 28, 2016 unsecured promissory note with Golisano LLC (“Golisano LLC January 2016 Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us $2,500. The note was scheduled to mature on January 28, 2019; however, on January 28, 2019, the Company and Golisano LLC entered into Amendment No. 1 to Amended and Restated Unsecured Promissory Note, which extended the maturity date of the note to June 30, 2019, then on July 8, 2019, the Company and Golisano LLC entered into Amendment No. 2 to Amended and Restated Unsecured Promissory Note, with an effective date of June 30, 2019, which extended the maturity date of the note from June 30, 2019 to October 22, 2021. This note bears interest at an annual rate of 8.5%. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 6).

 

13

 

March 2016 Note Payable to Golisano Holdings LLC

 

Pursuant to a March 21, 2016 unsecured promissory note, Golisano LLC lent us $7,000 (“Golisano LLC March 2016 Note”). The note was scheduled to mature on March 21, 2019; however, on July 8, 2019, the Company and Golisano LLC entered into Amendment No. 1 to Amended and Restated Unsecured Promissory Note, which extended the maturity date of the note to June 30, 2019, then on July 8, 2019, the Company and Golisano LLC entered into Amendment No. 2 to Amended and Restated Unsecured Promissory Note, with an effective date of June 30, 2019, which extended the maturity date of the note from June 30, 2019 to October 22, 2021.This note bears interest at an annual rate of 8.5%. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 6).

 

July 2016 Note Payable to Golisano Holdings LLC

 

On July 21, 2016, we issued an unsecured delayed draw promissory note in favor of Golisano LLC pursuant to which Golisano LLC may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $4,770 (the “Golisano LLC July 2016 Note”). During the year ended December 31, 2016, we requested and Golisano LLC approved, draws totaling $4,770. The Golisano LLC July 2016 Note was scheduled to mature on January 28, 2019; however, in July 2019, the Company and Golisano LLC amended this note to extend the maturity date to October 22, 2021. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Golisano LLC July 2016 Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 6).

 

December 2016 Note Payable to Golisano Holdings LLC

 

Pursuant to a December 31, 2016 unsecured promissory note, as amended and restated, Golisano LLC lent us $2,500 (“Golisano LLC December 2016 Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 6). The note was scheduled to mature on December 30, 2019; however, in July 2019, the Company and Golisano LLC amended this note to extend the maturity date to October 22, 2021.

 

March 2017 Note Payable to Golisano Holdings LLC

 

Pursuant to a March 14, 2017 unsecured promissory note, as amended and restated, Golisano LLC lent us $3,267 (“Golisano LLC March 2017 Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 6). The note was scheduled to mature on December 30, 2019; however, in July 2019, the Company and Golisano LLC amended this note to extend the maturity date to October 22, 2021.

 

February 2018 Note Payable to Golisano Holdings LLC

 

Pursuant to a February 6, 2018 secured promissory note, Golisano LLC lent us $2,000 (“Golisano LLC February 2018 Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to MidCap. The note was scheduled to mature on February 6, 2021; however, in July 2019, the Company and Golisano LLC amended this note to extend the maturity date to October 22, 2021.

 

February 2020 Note Payable to Golisano Holdings LLC

 

Pursuant to a February 2020 unsecured promissory note (“Golisano LLC February 2020 Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us $2,500. The Golisano LLC February 2020 Note bears interest at an annual rate of 8%, with the principal payable at the maturity date of October 22, 2021.   

 

Golisano LLC has delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the aforementioned notes held by Golisano LLC through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes.  

 

Macatawa Bank

 

Mr. Mark Bugge is a former member of the board of directors of Macatawa Bank (“Macatawa”) and was a member of the Company’s board of directors; he was an active member of both boards at the time of the term loan note. Two other members of the Company’s Board of Directors, Mr. B. Thomas Golisano and Mr. David L. Van Andel, are the owners and principals of the guarantor, 463IP Partners, LLC (“463IP”). Furthermore, Mr. Van Andel, through his interest in a trust, holds an indirect limited partnership interest in White Bay Capital, LLLP, which has an ownership interest of greater than 10% in Macatawa.

 

14

 

On December 4, 2018, the Company entered into a Term Loan Note and Agreement (the "Term Loan") in favor of Macatawa. Pursuant to the Term Loan, Macatawa loaned the Company $15,000. The Term Loan was scheduled to mature on November 30, 2020; however, in September 2020, the Company and Macatawa amended the Term Loan to extend the maturity date to November 30, 2022. The Term Loan accrues interest at the interest rate equivalent to the one-month LIBOR Rate plus 1.00% (the interest rate will not be less than 2.50%; the rate was 2.50% as of March 31, 2021). After the maturity date or upon the occurrence or continuation of an event of default, the unpaid principal balance shall bear interest at the interest rate of the note plus 3.00%. The note is secured by the Limited Guaranty, defined below, and is subordinate to the indebtedness owed to MidCap.

 

In connection with the Term Loan, 463IP has entered into a limited guaranty, dated as of December 4, 2018, in favor of Macatawa (the "Limited Guaranty") pursuant to which it has agreed to guarantee payment under the Term Loan and any and all renewals of the Term Loan and all interest accrued on such indebtedness limited to $15,000 plus any accrued interest. 

 

Senior Credit Facility with Midcap

 

On January 22, 2015, we entered into a three-year $15,000 revolving credit facility (the “Senior Credit Facility”) pursuant to a credit and security agreement, based on our accounts receivable and inventory, which could be increased to up to $20,000 upon satisfaction of certain conditions, with MidCap. MidCap subsequently assigned the agreement to an affiliate, Midcap Funding X Trust.

 

On September 2, 2016, we entered into an amendment with Midcap to increase the Senior Credit Facility to $17,000 and extend our facility an additional 12 months. We granted MidCap a first priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the Senior Credit Facility. We are required to pay Midcap an unused line fee of 0.50% per annum, a collateral management fee of 1.20% per month and interest of LIBOR plus 5% per annum, which was 5% per annum as of March 31, 2021. We issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 6).

 

On January 22, 2019, we entered into Amendment Sixteen to the Credit and Security Agreement (the "MidCap Sixteenth Amendment"). The MidCap Sixteenth Amendment reduced the revolving credit facility amount from a total of $17,000 to a total of $5,000 and extended the expiration date from January 22, 2019 to April 22, 2019.

 

On February 13, 2019, MidCap informed the Company that MidCap had re-assigned all of its rights, powers, privileges and duties as “Agent” under the Credit and Security Agreement, as well as all of its right, title and interest in and to the revolving loans made under the facility from Midcap Funding X Trust to MidCap IV Funding.

 

On April 22, 2019, we entered into Amendment Seventeen to the Credit and Security Agreement (the "MidCap Seventeenth Amendment"), which effectively increased the revolving credit facility amount to $12,000 and renewed the Senior Credit Facility for an additional two years expiring on April 22, 2021.

 

On April 22, 2021, we entered into Amendment Eighteen to the Credit and Security Agreement (the "MidCap Eighteenth Amendment"), which effectively updated the unused line fee to 0.375% per annum, updated the interest rates to 3.75% per annum, and renewed the Senior Credit Facility for an additional three years expiring on April 22, 2024 (See Subsequent Events in Note 9). 

 

We have incurred loan fees totaling $540 relating to the Senior Credit Facility and the subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility. The balance owed on the Senior Credit Facility was $7,518 as of March 31, 2021.

 

Other Debt 

 

2014 Huntington Holdings, LLC

 

On June 2, 2017, the Company issued an unsecured promissory note (the “Huntington Note”) in favor of 2014 Huntington Holdings LLC (“Huntington”). In June 2019, the Company and Huntington amended the Huntington Note relating to an original principal amount of $3,210 to extend the maturity date to September 3, 2019. The Company satisfied the note as of March 18, 2020.

 

15

 

May 2020 Note Payable to Fifth Third Bank N.A.

 

On May 7, 2020, Twinlab Consolidated Corporation ("TCC"), the operating subsidiary of the Company, received the proceeds of a loan from Fifth Third Bank, National Association in the amount of $1,674 obtained under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 (the "PPP Loan”). The PPP Loan, evidenced by a promissory note dated May 5, 2020 (the “Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments due to begin December 1, 2020, however, the Company has applied for debt forgiveness for this loan, but no assurance can be provided that the forgiveness of any portion of the PPP Loan will be obtained. TCC may prepay 20% or less of the principal balance of the Note at any time without notice. TCC will use the proceeds of the PPP Loan for payroll, office rent, and utilities which will allow the Company to seek forgiveness for this loan.

 

February 2021 Note Payable to Fifth Third Bank N.A.

 

On February 9, 2021, TCC, the operating subsidiary of the Company, received the proceeds of a loan from Fifth Third Bank, National Association in the amount of $1,344 obtained under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 (the "PPP Loan”). The PPP Loan, evidenced by a promissory note dated February 5, 2021 (the “Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments due to begin September 1, 2021. TCC may prepay 20% or less of the principal balance of the Note at any time without notice. TCC will use the proceeds of the PPP Loan for payroll, office rent, and utilities which will allow the Company to seek forgiveness for this loan.

 

Financial Covenants 

 

Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. As of March 31, 2021, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is $7,518 as of March 31, 2021.

 

 

Note 6 Warrants and Registration Rights Agreements

 

 

The following table presents a summary of the status of our issued warrants as of March 31, 2021, and changes during the three months then ended:

 

  

Shares Underlying

Warrants

  

 

Weighted

Average

Exercise

Price

 
         

Outstanding, December 31, 2020

  6,034,702  $0.07 

Granted

  -   - 

Canceled / Expired

  -   - 

Exercised

  (1,034,702)  - 
         

Outstanding, March 31, 2021

  5,000,000  $0.09 

 

 

Midcap Warrant

 

The line of credit agreement with MidCap described in Note 6 has been amended from time to time and when it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned GH Notes and Golisano LLC Notes. On April 22, 2019 subsequent to entering into the MidCap Seventeenth Amendment, the Company issued a warrant to MidCap exercisable for up to 500,000 shares of Company common stock at an exercise price of $0.76 per share. The Company has reserved 500,000 shares of Company common stock for issuance. The warrant expires on April 22, 2021.

 

16

 

GH Warrants

 

In connection with the July 2018 GH Note, we issued GH a warrant to purchase an aggregate of 2,500,000 shares of the Company’s common stock at an exercise price of $0.01 per share (the "July 2018 GH Warrant"). The Company has reserved 2,500,000 shares of the Company’s common stock for issuance under the July 2018 GH Warrant. The July 2018 GH Warrant expires on July 27, 2024. The July 2018 GH Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split, combination of shares, merger or consolidation. The Company estimated the value of the warrant using the Black-Scholes option pricing model and recorded a debt discount of $1,479, which is being amortized over the term of the July 2018 GH Note.

 

In connection with the November 2018 GH Note, we issued GH a warrant to purchase an aggregate of 2,000,000 shares of the Company’s common stock at an exercise price of $0.01 per share (the "November 2018 GH Warrant"). The Company has reserved 2,000,000 shares of the Company’s common stock for issuance under the November 2018 GH Warrant. The November 2018 GH Warrant expires on November 5, 2024. The November 2018 GH Warrant is also subject to customary adjustments upon any recapitalization, reorganization, stock split, combination of shares, merger or consolidation. The Company estimated the value of the warrant using the Black-Scholes option pricing model and recorded a debt discount of $1,214 which is being amortized over the term of the November 2018 GH Note.

 

Warrants Issued into Escrow 

 

At March 31, 2021, there were 21,730,287 outstanding warrants held in escrow (“Escrow Warrants”). These Escrow Warrants are held in escrow and are not exercisable unless the Company defaults on the related debt. These Escrow Warrants are as follows:         

 

Golisano Escrow Warrants

 

In connection with the Golisano LLC January 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 Golisano Warrant”). The January 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of January 28, 2019 (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 Golisano Warrant. The January 2016 Golisano Warrant, if exercisable, expires on February 28, 2022. The January 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

 

In connection with the Golisano LLC March 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “March 2016 Golisano Warrant”). The March 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of March 21, 2019 (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 Golisano Warrant. The March 2016 Golisano Warrant, if exercisable, expires on March 21, 2022. The March 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

 

In connection with the Golisano LLC July 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 2,168,178 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano July 2016 Warrant”). The Golisano July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC July 2016 Note and any accrued and unpaid interest thereon as of July 21, 2019   (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC July 2016 Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Golisano July 2016 Warrant. The Golisano July 2016 Warrant, if exercisable, expires on July 21, 2022. The Golisano July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

 

17

 

In connection with the Golisano LLC December 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano December 2016 Warrant”). The Golisano December 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC December 2016 Note and any accrued and unpaid interest thereon as of December 31, 2019, (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC December 2016 note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the Golisano December 2016 Warrant. The Golisano December 2016 Warrant, if exercisable, expires on December 30, 2022. The Golisano December 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

 

In connection with the Golisano LLC March 2017 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,484,847 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano March 2017 Warrant”). The Golisano March 2017 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC March 2017 Note and any accrued and unpaid interest thereon as of December 31, 2019 (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC March 2017 Note). We have reserved 1,484,847 shares of the Company’s common stock for issuance under the Golisano March 2017 Warrant. The Golisano March 2017 Warrant, if exercisable, expires on March 14, 2023. The Golisano March 2017 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

 

In connection with the Golisano LLC February 2018 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,818,182 shares of the Company’s common stock at an exercise price of $0.01 per share (the "Golisano 2018 Warrant"). The Golisano 2018 Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC February 2018 Note and any accrued and unpaid interest thereon as of February 6, 2021, (which has been extended to October 22, 2021 – See Note 6) or such earlier date as is required pursuant to an acceleration notice. The Company has reserved 1,818,182 shares of the Company’s common stock for issuance under the Golisano 2018 Warrant. The Golisano February 2018 Warrant expires on February 6, 2024. 

 

We previously entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015 (the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of the Company’s common stock. The shares of common stock issuable pursuant to the above Golisano LLC warrants are also entitled to the benefits of the Registration Rights Agreement.

 

GH Escrow Warrants

 

In connection with a January 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 GH Warrant”). The January 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the January 2016 GH Note and any accrued and unpaid interest thereon as of January 28, 2019 (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the January 2016 GH Note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 GH Warrant. The January 2016 GH Warrant, if exercisable, expires on February 28, 2022. The January 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

 

In connection with a March 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “March 2016 GH Warrant”). The March 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the March 2016 GH Note and any accrued and unpaid interest thereon as of March 21, 2019 (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the March 2016 GH Note). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 GH Warrant. The March 2016 GH Warrant, if exercisable, expires on March 21, 2022. The March 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. 

 

18

 

In connection with the December 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “December 2016 GH Warrant”). The December 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the December 2016 GH Note and any accrued and unpaid interest thereon as of December 31, 2019 (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the December 2016 GH Note). We have reserved 1,136,363 shares of common stock for issuance under the December 2016 GH Warrant. The December 2016 GH Warrant, if exercisable, expires on December 30, 2022. The December 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

 

In connection with the August 2017 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,363,636 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “August 2017 GH Warrant”). The August 2017 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the August 2017 GH Note and any accrued and unpaid interest thereon as of August 29, 2020 (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the August 2017 GH Note). We have reserved 1,363,636 shares of common stock for issuance under the August 2017 GH Warrant. The August 2017 GH Warrant, if exercisable, expires on August 30, 2023. The August 2017 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

 

In connection with the February 2018 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,818,182 shares of the Company’s common stock at an exercise price of $0.01 per share (the "February 2018 GH Warrant"). The February 2018 GH Warrant will not be released from escrow or be exercisable unless and until the Company fails to pay GH the entire unamortized principal amount of the note and any accrued and unpaid interest thereon as of February 6, 2021, (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an acceleration notice. The Company has reserved 1,818,182 shares of the Company’s common stock for issuance under the February 2018 GH Warrant. The February 2018 GH Warrant expires on February 6, 2024.  

 

Little Harbor Escrow Warrant

 

The Little Harbor Delayed Draw Note required that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 shares of common stock at an exercise price of $0.01 per share (the “Little Harbor July 2016 Warrant”). The Little Harbor July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor Delayed Draw Note and any accrued and unpaid interest thereon as of January 28, 2019 (which has been extended to October 22, 2021 – See Note 5) or such earlier date as is required pursuant to an acceleration notice (as defined in the Little Harbor Delayed Draw Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Little Harbor July 2016 Warrant. The Little Harbor July 2016 Warrant, if exercisable, expires on July 21, 2022. The Little Harbor July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor July 2016 Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor July 2016 Warrant.

 

 

Note 7 Leases

 

The Company leases office space under non-cancelable operating leases with lease terms ranging from 1 to 7 years. These leases require monthly lease payments that may be subject to annual increases throughout the lease term.  Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional 2 to 5 years. These optional periods have not been considered in the determination of the right-of-use assets or lease liabilities associated with these leases as the Company did not consider it reasonably certain it would exercise the options. The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. On February 18th, 2021, a lease was extended for 5 years, resulting in the Company recognizing an additional operating lease liability of $908 and operating right-of-use asset of $908.

 

19

 

In April 2021, the Company entered into a lease agreement for office space commencing on May 1, 2021, for a period of 5 years and 2 months, ending in July 2026, for a base annual rent of $192, with escalation clauses. The Company has the option to extend the lease for a period of 3 years. Additionally, the Company will be responsible for its share of taxes and common area maintenance expenses. This lease is not included on the condensed consolidated balance sheet at March 31, 2021 or in the tables below (See Subsequent Events in Note 9).

 

For the three months ended March 31, 2021 and March 31, 2020, the Company incurred $199 and $198, respectively, of lease expense on the condensed consolidated statements of operations in relation to these operating leases, of which $81 and $70 was variable rent expense associated with capitalized operating leases and not included within the measurement of the Company's operating right-of-use assets and lease liabilities. The variable rent expense consists primarily of the Company's proportionate share of operating expenses, property taxes, and insurance and is classified as lease expense due to the Company's election to not separate lease and non-lease components.  

 

As of March 31, 2021, the maturities of the Company’s lease liabilities were as follows:

 

2021 (excluding the three months ended March 31, 2021)

 $942 

2022

  1,265 

2023

  1,298 

2024

  1,333 

2025

  1,369 

Thereafter

  1,356 

Total lease payments

  7,563 

Less: imputed interest

  (1,538)

Present value of lease liabilities

 $6,025 

 

Included below is other information regarding leases for the periods noted below.

 

 

  

Three Months Ended
March 31, 2021

  

Three Months Ended
March 31, 2020

 

Sublease income

 $193  $188 

Cash paid for operating leases

 $323  $315 

Weighted average remaining lease term (years) - operating leases

  5.8   6.8 

Weighted average discount rate – operating leases

  8.25%  8.25%

 

 

Note 8 Stockholders Deficit

 

Preferred Stock

 

The Company has authorized 500,000,000 shares of preferred stock with a par value of $0.001 per share. No shares of the preferred stock have been issued.

 

Twinlab Consolidation Corporation 2013 Stock Incentive Plan

 

The Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”) was originally established with a pool of 20,000,000 shares of common stock for issuance as incentive awards to employees for the purposes of attracting and retaining qualified employees. The Company estimated the grant date fair market value per share of the restricted stock units and amortized the total estimated grant date value over the vesting periods. The restricted stock unit awards vested 25% each annually on various dates through 2019. There were no outstanding or unvested restricted stock units at December 31, 2020 or March 31, 2021. As of March 31, 2021, 7,194,412 shares remain available for use in the TCC Plan. 

 

20

 

Stock Subscription Receivable and Loss on Stock Price Guarantee

 

As of March 31, 2021, the stock subscription receivable dated August 1, 2014 for the purchase of 1,528,384 shares of the Company’s common stock had a principal balance of $30 and bears interest at an annual rate of 5%.

 

 

NOTE 9 SUBSEQUENT EVENTS

 

COVID-19

 

The Company is closely monitoring the impact of the COVID-19 pandemic on all aspects of its business and geographies, including how it will impact its customers and business partners. While the Company did not incur significant disruptions during the period ended March 31, 2021 from the COVID-19 pandemic, it is unable to predict the impact that the COVID-19 pandemic will have on its financial condition, results of operations, and cash flows due to numerous uncertainties.

 

Internal Investigation

 

On May 14th, 2021, the Company announced that an internal investigation had discovered that a recently terminated employee in the Company’s accounting department had been embezzling Company funds. Preliminary findings indicate losses of approximately $500,000 occurring between 2016 and 2021.  We believe the employee had taken advantage of a complex consolidation process between multiple ERP systems, a lack of segregation of duties, weak internal controls, and a lack of managerial oversight.

 

Leases

 

On April 22, 2021, NutraScience Labs entered into a five-year lease agreement with JRD Realty, LLC, for 13,500 square feet of warehouse space in Hauppague, New York. Occupancy of the property commences on May 1, 2021 and concludes on July 31, 2026, with total rent to be paid over this period of $957,028.

 

Legal

 

On May 7, 2021, the Company settled Paula Maietta v. Re-Body, LLC, Case No. 5:20-cv-00691-JGB-KK, in U.S. District Court for the Central District of California for $50,000.

 

Lending

 

On April 22, 2021, the Company entered into Amendment Eighteen to the Credit and Security Agreement with Midcap, which effectively updated the unused line fee to 0.375% per annum, updated the interest rates to 3.75% per annum, and renewed the Senior Credit Facility for an additional three years expiring on April 22, 2024. 

 

21

 

 

 

Item 2.   Managements Discussion and Analysis of Financial Condition and Results of Operations (amounts in thousands, except share and per share amounts and number of employees)

 

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission (the SEC) on April 16, 2021. This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Any statements contained herein that are not statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position made in this report are forward-looking. We often use words such as anticipates, believes, estimates, expects, intends, predicts, hopes, should, plans, will and similar expressions to identify forward-looking statements. These statements are based on managements current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): the impact of the COVID pandemic; consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; variations in consumer purchasing activities; competitive pressures on sales; the loss of a significant customer or material reduction of business with a significant customer; pricing and gross sales margins; the associated fees or estimated cost savings from contract renegotiations; and our ability to establish and maintain acceptable commercial terms with contract manufacturers. We undertake no obligation to publicly update or revise any forward-looking statements except as required by law.

 

Overview 

 

We are an integrated formulator, 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 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 primarily under the Twinlab®, Reserveage and ResVitale ® brands. We also formulate, market and sell diet and energy products under the Metabolife® brand and a full line of herbal teas under the Alvita® brand. 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 on-line retailers, supermarkets, and mass-market retailers.

 

We also perform contract manufacturing services for private label products. Our contract manufacturing services business involves the manufacture of custom products to the specifications of a customer who requires finished products under the customer’s own brand name. We do not market these private label products as our business is to sell the products to the customer, who then markets and sells the products to retailers or end consumers.

 

We distribute one of the broadest branded product lines in the industry with approximately 260 stock keeping units, or SKUs. We believe that as a result of our emphasis on innovation, quality, loyalty, education and customer service, our brands are widely recognized in health and natural food stores and among their customers. In most periods since our formation, we have generated losses from operations. As of March 31, 2021, we had an accumulated deficit of $332.9 million. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt. Losses have been funded primarily through the issuance of common stock, warrants and third-party or related party debt.

 

Going Concern Uncertainty

 

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. At March 31, 2021, we had an accumulated deficit of $332.9 million. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, interest and refinancing charges associated with our debt refinancing, and impairment of goodwill and intangible assets. Losses have been funded primarily through issuance of common stock and third-party or related party debt.

 

22

 

Because of our history of operating losses and increase in debt over time, we have a working capital deficiency of $113.7 million at March 31, 2021. We also have $100.1 million of debt, net of discount, which could be due within the next 12 months. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

 

Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. We believe that we may need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all.

 

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Results of Operations

 

Comparison of the Three Month Periods Ended March 31, 2021 and 2020

 

The following table summarizes our results of operations for the three month period ended March 31, 2021 and 2020:

 

  

Three Months Ended
March 31,

  

Increase

  % 
  

2021

  

2020

  

(Decrease)

  

Change

 

Net sales

 $19,460  $16,429  $3,031   18%

Cost of sales

  12,342   11,265   1,077   10%

Gross profit

  7,118   5,164   1,954   38%

Operating costs and expenses:

                

Selling expenses

  889   283   606   214%

General and administrative expenses

  3,658   6,857   (3,199)  -47%

Income (loss) from operations

  2,571   (1,976)  4,547   230%
                 

Other income (expense):

                

Interest expense, net

  (2,169)  (2,158)  11   -1%

Loss on change in derivative liabilities

  -   (1,030)  (1,030)  -100%

Other income (expense)

  (19)  -   19   0%

Total other income (expense)

  (2,188)  (3,188)  (1,000)  -31%
                 

Income (loss) before income taxes

  383   (5,164)  5,547   107%
                 

Provision for income taxes

  -   -         
                 

Total net income (loss)

 $383  $(5,164) $5,547   107%

 

Net Sales

 

The increase in our net sales by 18% for the three month period ended March 31, 2021 compared to the same period in 2020 is due to a recovery from the negative impacts of the COVID-19 pandemic upon 2020 sales figures.

 

Gross Profit

 

Our overall gross profit increase of 38% for the three month period ended March 31, 2021 compared to the same period in 2020 was primarily due to a focus on SKUs with higher margins.

 

23

 

Selling Expenses

 

Our selling expenses increased by 214% for the three month period ended March 31, 2021 compared to the same period in 2020 primarily due increased advertising and marketing campaigns, and the redesign of consumer websites.

 

General and Administrative Expenses

 

Our general and administrative expenses decreased by 47% for the three month period ended March 31, 2021 compared to the same period in 2020 due to the Company’s rightsizing initiatives and recognition of bad debt in 2020 due to the bankrupty of the Company’s largest customer.

 

Interest Expense, Net

 

Our interest expense was relatively unchanged with a $10 or 0% increase for the three months ended March 31, 2021 compared to the same prior year period.

 

Gain (Loss) on Change in Derivative Liabilities

 

We have recorded the estimated fair value of the warrants as of the date of issuance.  Due to the variable terms of the warrant agreements, changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date are recorded as derivative liabilities with a corresponding charge to our condensed consolidated statements of operations.  During the three months ended March 31, 2020, we reported a loss on change in derivative liabilities of $1,030. As of March 31, 2021, none of the warrants that resulted in the recording of the related derivative liabilities were outstanding.

 

Liquidity and Capital Resources

 

At March 31, 2021, we had an accumulated deficit of $332.9 million primarily because of our history of operating losses and our recording of derivative liabilities and loss on stock purchase guarantee. We have a working capital deficiency of $113.7 million at March 31, 2021. Losses have been funded primarily through the issuance of common stock and warrants, borrowings from our stockholders and third-party debt and proceeds from the exercise of warrants. As of March 31, 2021, we had cash of $3,236. On an ongoing basis, we also seek to improve operating cash through trade receivables and payables management as well as inventory stocking levels. We used net cash in operating activities of $757 for the three months ended March 31, 2021. During the three months ended March 31, 2021, we incurred a net borrowings from our senior credit facility of $2,225.

 

Our total liabilities increased by $8.1 million to $145.2 million at March 31, 2021 from $137.1 million at December 31, 2020. This increase in our total liabilities was primarily due to the increase of $3.6 million in notes payable and $2.6 million in accounts payable.

 

Cash Flows from Operating, Investing and Financing Activities

 

Net cash used in operating activities was $0.8 million for the three months ended March 31, 2021 as a result of our net income of $0.4 million, a provision for losses on accounts receivable of $541 in doubtful accounts receivable, other non-cash expenses totaling $7 net and a decrease in net operating assets and liabilities of $1,688. By comparison, for the three months ended March 31, 2020, net cash provided by operating activities was $2.9 million as a result of our net loss of $5.2 million, a provision for losses on accounts receivable of $4,097 in doubtful accounts receivable, a non-cash loss on change in derivative liabilities of $1,030, other non-cash expenses totaling $950 net and a decrease in net operating assets and liabilities of $3,846 . 

 

Net cash provided by financing activities was $3,569 for the three months ended March 31, 2021, consisting of net borrowings of $2,225 under our revolving credit facility, and proceeds from the issuance of debt of $1,344.

 

Ongoing Funding Requirements

 

As set forth above, we obtained additional debt financing in the year ended December 31, 2020 to support operations. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditure requirements.

 

24

 

In response to COVID-19 and to protect our liquidity and cash position, we have taken a number of steps. In August of 2020, we obtained deferment letters from each of Great Harbor Capital, LLC, Little Harbor, LLC, and Golisano Holdings, LLC, pursuant to which each lender agreed to defer all payments due under outstanding notes held by each lender through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the outstanding notes.  On May 7, 2020, Twinlab Consolidation Corporation (“TCC”), the operating subsidiary of the Company, received the proceeds of a loan from Fifth Third Bank, National Association in the amount of $1.7 million obtained under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 (the "PPP Loan”). The PPP Loan, evidenced by a promissory note dated May 5, 2020 (the “Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with the monthly principal and interest payments due beginning December 1, 2020; however, the Company has applied for debt forgiveness for this loan. On January 25, 2021, TCC applied for another PPP Loan with Fifth Third bank in the amount of $1.3 million (the “Second PPP Loan”). The Second PPP Loan, evidenced by a promissory note dated February 5, 2021 (the “Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments due to begin September 1, 2021. TCC may prepay 20% or less of the principal balance of the Note at any time without notice. TCC will use the proceeds of the Second PPP Loan for payroll, office rent, and utilities which will allow the Company to seek forgiveness for this loan.

 

TCC may prepay 20% or less of the principal balance of the Notes at any time without notice. TCC will use the proceeds of the PPP Loans for payroll, office rent, and utilities. While we intend to pursue the forgiveness of the PPP loan and Second PPP loan received in accordance with the requirements and limitations under the CARES Act, no assurance can be provided that forgiveness of any portion of the PPP Loan will be obtained.

 

Until such time, if ever, as we can generate substantial product revenues, we intend to finance our cash needs through a combination of equity offerings, debt financings, collaborations, strategic alliances and licensing arrangements. There can be no assurance that any of those sources of funding will be available when needed on acceptable terms or at all. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the ownership interests of existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect the rights of existing stockholders. Debt financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we raise funds through collaborations, strategic alliances or licensing arrangements with third parties, we may have to relinquish valuable rights to our technologies, future revenue streams, research programs or product candidates or to grant licenses on terms that may not be favorable to us. If we are unable to raise additional funds through equity or debt financings or relationships with third parties when needed or on acceptable terms, we may be required to delay, limit, reduce or terminate our product development or future commercialization efforts; abandon our business strategy of growth through acquisitions; or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

  

Off-Balance Sheet Arrangements

 

We did not have during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable SEC rules.

 

Item 3.          Quantitative and Qualitative Disclosures About Market Risk.

 

This item is not applicable as we are currently considered a smaller reporting company.

 

25

 

Item 4.          Controls and Procedures. 

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our principal executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2021 pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. On the basis of this review, our management, including our principal executive officer and chief financial officer, has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were not effective to give reasonable assurance that the information required to be disclosed in our reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and chief financial officer, in a manner that allows timely decisions regarding required disclosure.

 

On May 14th, 2021, the Company announced that an internal investigation had discovered that a recently terminated employee in the Company’s accounting department had been embezzling Company funds (See Subsequent Events in Note 9). Preliminary findings indicate losses of approximately $500,000 occurring between 2016 and 2021.  We believe the employee had taken advantage of a complex consolidation process between multiple ERP systems, a lack of segregation of duties, weak internal controls, and a lack of managerial oversight.

 

In the first quarter of 2021, the Company transitioned into a single ERP system which allows for establishment of increased segregation of duties and improvements of internal controls within the ERP system itself. Additionally, remediation of internal control weaknesses includes additional focus on managerial oversight and staffing changes within the accounting department.

 

During the fourth quarter of 2018 (and continuing into 2019), management identified material weaknesses in the selection and testing of our third-party logistics (“3PL”) and fulfillment provider, whom the Company engaged to replace the Company's Utah manufacturing facility. The Company has determined that the 3PL does not issue reports pursuant to the Statement on Standards for Attestation Engagement No. 18 attestation standards. Management also identified a material weakness related to a lack of appropriate staffing in our accounting and information technology departments to address the Company's ability to continue to close the books both timely and accurately and to meet internal control documentation requirements. Prior normal staffing turnover along with technical accounting issues and the Company's change to a 3PL impacted the Company's ability to react to technical accounting matters encountered.During the first quarter of 2020, management identified material weaknesses related to our financial reporting procedures which resulted in the Company not properly recording a reserve for accounts receivable related to a significant customer that had recently entered bankruptcy proceedings. This material weakness caused the Company to have to amend its 2020 first quarter 10-Q on August 17, 2020 to properly state our financial position. Management believes that this control failure has been resolved with staffing changes and system improvements.

 

Although we have implemented certain measures that we believe will remediate these material weaknesses, we can provide no assurance that our remediation efforts will be effective or that additional material weaknesses in our internal control over financial reporting will not be identified in the future. Any failure to maintain or implement required new or improved controls, or any difficulties that may be encountered in their implementation, could result in additional material weaknesses, cause us to fail to meet our periodic or annual reporting obligations or result in material misstatements in our financial statements. Any such failure could also adversely affect the results of periodic management evaluations regarding the effectiveness of our internal control over financial reporting required under Section 404 of the Sarbanes Oxley Act of 2002 and the rules promulgated thereunder. The existence of material weaknesses could result in errors in our financial statements that could result in a restatement of those financial statements.

 

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Limitations on Effectiveness of Controls and Procedures

 

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurances. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business, but we cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting. 

 

There were no changes in our internal controls over financial reporting during the quarter ended March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 

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PART II. OTHER INFORMATION

 

Item 1.    Legal Proceedings

 

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. As of the date of this Quarterly Report on Form 10-Q, the Company is not aware of any legal proceedings, other than those described in Note 9, that could have a material impact on the Company’s financial condition, results of operations, or cash flows.

 

Item 1A. Risk Factors

 

Risks and uncertainties that, if they were to occur, could materially adversely affect our business or cause our actual results to differ materially from the results contemplated by the forward-looking statements contained in this report and other public statements were set forth in the “Item 1A Risk Factors” section of our Annual Report on Form 10-K filed with the SEC on April 16, 2021.

 

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial conditions and/or operating results.

 

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds.

 

None.

 

Item 3.   Defaults Upon Senior Securities.

 

As of March 31, 2021, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is $7,518 as of March 31, 2021.

 

Item 4.   Mine Safety Disclosures.

 

Not applicable.

 

Item 5.   Other Information.

 

None.

 

Item 6.   Exhibits.

 

The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth below.

 

 

Exhibit

Number

Exhibit Description

  

10.1

Promissory Note, dated February 5, 2021, by and between Twinlab Consolidated Corporation and Fifth Third Bank (incorporated by reference from the Company’s current Report on Form 8- filed on April 29, 2021).

  

31.1

Rule 13a-14(a)/15d-14(a) Certification.

  

31.2

Rule 13a-14(a)/15d-14(a) Certification.

  

32.1

Certification Pursuant to 18 U.S.C. Section 1350.

  

32.2

Certification Pursuant to 18 U.S.C. Section 1350.

  

101.INS

XBRL Instance.

  

101.SCH

XBRL Taxonomy Extension Schema.

  

101.CA

XBRL Taxonomy Extension Calculation.

  

101.DEF

XBRL Taxonomy Extension Definition.

  

101.LAB

XBRL Taxonomy Extension Label.

  

101.PRE

XBRL Taxonomy Extension Presentation.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

TWINLAB CONSOLIDATED HOLDINGS, INC.

   

Date: May 17, 2021

By:

/s/ Daniel DiPofi

  

Daniel DiPofi

  

Chief Executive Officer and Director

   

Date: May 17, 2021

By:

/s/ Kyle Casey

  

Kyle Casey

  

Chief Financial Officer

 

 

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