Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 24, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Entity Registrant Name | Twinlab Consolidated Holdings, Inc. | ||
Entity Central Index Key | 0001590695 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity Interactive Data Current | Yes | ||
Entity Common Stock, Shares Outstanding (in shares) | 259,092,833 | ||
Entity Public Float | $ 6,111,682 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Tax Identification Number | 46-3951742 | ||
Entity File Number | 000-55181 | ||
Entity Address, Postal Zip Code | 33431 | ||
Entity Address, Address Line One | 4800 T-Rex Avenue, Suite 225 | ||
Entity Address, City or Town | Boca Raton | ||
City Area Code | 561 | ||
Local Phone Number | 443-4301 | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Address, State or Province | FL | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Title of 12(g) Security | Common Stock | ||
Auditor Name | Tanner LLC | ||
Auditor Firm ID | 270 | ||
Auditor Location | Lehi, Utah |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 868 | $ 3,631 |
Accounts receivable, net | 4,105 | 6,881 |
Inventories, net | 9,407 | 5,814 |
Prepaid expenses and other current assets | 758 | 1,045 |
Total current assets | 15,138 | 17,371 |
Property and equipment, net | 188 | 140 |
Right-of-use assets | 4,165 | 5,480 |
Intangible assets, net | 120 | 576 |
Other assets | 1,301 | 1,301 |
Total assets | 20,912 | 24,868 |
Current liabilities: | ||
Accounts payable | 6,621 | 6,047 |
Lease liabilities | 1,159 | 1,039 |
Accrued expenses and other current liabilities | 3,708 | 5,422 |
Accrued interest | 33,316 | 26,844 |
Notes payable and current portion of long-term debt, net | 97,381 | 97,408 |
Total current liabilities | 142,185 | 136,760 |
Long-term liabilities: | ||
Lease liabilities | 4,038 | 5,197 |
Total liabilities | 146,223 | 141,957 |
Commitments and contingencies | ||
Stockholders’ deficit: | ||
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding | 0 | 0 |
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 393,898,884 and 393,898,884 shares issued, respectively | 394 | 394 |
Additional paid-in capital | 231,249 | 231,249 |
Stock subscriptions receivable | (30) | (30) |
Treasury stock, 134,806,051 shares at cost | (500) | (500) |
Accumulated deficit | (356,424) | (348,202) |
Total stockholders’ deficit | (125,311) | (117,089) |
Total liabilities and stockholders' deficit | $ 20,912 | $ 24,868 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 500,000,000 | 500,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 5,000,000,000 | 5,000,000,000 |
Common stock, shares issued (in shares) | 393,898,884 | 393,898,884 |
Treasury stock, shares (in shares) | 134,806,051 | 134,806,051 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 52,584 | $ 72,089 |
Cost of sales | 38,240 | 55,511 |
Gross profit | 14,344 | 16,578 |
Operating costs and expenses: | ||
Selling expenses | 3,166 | 3,416 |
General and administrative expenses | 12,809 | 9,736 |
Impairment of goodwill and intangible assets | 340 | 11,118 |
Loss from operations | (1,971) | (7,692) |
Other income (expense): | ||
Interest expense, net | (7,902) | (8,611) |
Other income, net | 1,676 | 1,376 |
Total other expense | (6,226) | (7,235) |
Loss before income taxes | (8,197) | (14,927) |
Provision for income taxes | (25) | (13) |
Total net loss | $ (8,222) | $ (14,940) |
Weighted average number of common shares outstanding - basic (in shares) | 259,092,833 | 258,837,701 |
Net loss per common share - basic (in dollars per share) | $ (0.03) | $ (0.06) |
Weighted average number of common shares outstanding - diluted (in shares) | 259,092,833 | 258,837,701 |
Net loss per common share - diluted (See Note 2) (in dollars per share) | $ (0.03) | $ (0.06) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Receivable | Treasury Stock [Member] | Accumulated Deficit [Member] | Total |
Balance (in shares) at Dec. 31, 2020 | 392,864,182 | 134,806,051 | ||||
Balance at Dec. 31, 2020 | $ 393 | $ 231,250 | $ (30) | $ (500) | $ (333,262) | $ (102,149) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shares issued upon exercise of warrants (in shares) | 1,034,702 | |||||
Shares issued upon exercise of warrants | $ 1 | (1) | 0 | |||
Net loss | (14,940) | (14,940) | ||||
Balance (in shares) at Dec. 31, 2021 | 393,898,884 | 134,806,051 | ||||
Balance at Dec. 31, 2021 | $ 394 | 231,249 | (30) | $ (500) | (348,202) | (117,089) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (8,222) | (8,222) | ||||
Balance (in shares) at Dec. 31, 2022 | 393,898,884 | 134,806,051 | ||||
Balance at Dec. 31, 2022 | $ 394 | $ 231,249 | $ (30) | $ (500) | $ (356,424) | $ (125,311) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||
Net loss | $ (8,222) | $ (14,940) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation and amortization | 168 | 457 |
Amortization of right-to-use assets | 941 | 890 |
Amortization of debt discount | 0 | 718 |
Recovery of obsolete inventories | (565) | (958) |
Provision for (recovery of) losses on accounts receivable | 155 | (710) |
Forgiveness of PPP loan | (1,674) | (1,344) |
Other non-cash items | 373 | 133 |
Impairment of goodwill and intangible assets | 340 | 11,118 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,622 | 2,253 |
Inventories | (3,028) | 1,445 |
Prepaid expenses and other current assets | 286 | 1,150 |
Other assets | 0 | (543) |
Accounts payable | 574 | 1,336 |
Lease liabilities | (1,039) | (892) |
Accrued expenses and other current liabilities | 4,758 | 2,537 |
Net cash (used in) provided by operating activities | (4,311) | 2,650 |
Cash flows from investing activities: | ||
Purchase of property and equipment | (99) | (155) |
Cash flows from financing activities: | ||
Proceeds from the issuance of debt | 0 | 1,344 |
Repayment of debt | 0 | (632) |
Net borrowings from revolving credit facility | 1,647 | 0 |
Net cash provided by financing activities | 1,647 | 712 |
Net (decrease) increase in cash | (2,763) | 3,207 |
Cash at the beginning of the period | 3,631 | 424 |
Cash at the end of the period | 868 | 3,631 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 1,434 | $ 1,375 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Note 1 Nature of Business Organization 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. Nature of Operations We are an integrated marketer, distributor and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty store retailers, on-line retailers and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers. Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab ® ® ® We also perform 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. Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. At December 31, 2022, we had an accumulated defic i t of . H Additionally, the Company is closely monitoring the impact of the world events and wide spread health issues, or pandemics 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 year ended December 31, 2022 from the COVID-19 pandemic, it is unable to predict the impact that future pandemics, inflation, and other world events could have on its financial condition, results of operations and cash flows due to numerous uncertainties. Because of our history of operating losses and significant interest expense on our debt, we have a working capital deficiency of $127,047 at December 31, 2022. We also have $97,381 of debt, presented in current liabilities. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern. Management is addressing operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. We believe that we will 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. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 Summary of Significant Accounting Policies The following is a summary of significant accounting policies followed in the preparation of these consolidated financial statements . Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill. Revenue Recognition The Company recognizes revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC") 606. For our customer contracts, (i) we identify the contract with a customer, (ii) we identify the performance obligations in the contract, (iii) we determine the transaction price, (iv) we allocate the transaction price to the performance obligation; and (v) we recognize revenue when we satisfy the performance obligation. Our revenues are recorded at a point in time when the performance is fulfilled, which is when the product is shipped to or received by the customer. Product sales are recorded net of variable considerations, such as provisions for returns, discounts and allowances. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. 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: Contract Liabilities December 31, 2022 December 31, 2021 Contract Liabilities - Customer Deposits $ 1,856 $ 2,104 Contract Liabilities - Guaranteed Returns 45 56 $ 1,901 $ 2,160 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. Disaggregation of Revenue December 31, 2022 December 31, 2021 Product Sales $ 51,940 $ 71,271 Fulfillment Services 644 818 $ 52,584 $ 72,089 Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 – inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. The Company did not have any financial instruments that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 Accounts Receivable and Allowances We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of December 31, 2022, total allowances amount to $1,546, of which $534 related to doubtful accounts receivable. As of December 31, 2021, total allowances amounted to $1,391, of which $511 was related to doubtful accounts receivable. Inventories Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 to 10 years for machinery and equipment, 8 years for furniture and fixtures and 3 years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease. Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. Leases The Company accounts for leases in accordance with ASC 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use ("ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases. Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 30 years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates. We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability. Goodwill Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. (See Note 5 for further discussion on the goodwill and intangible assets Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. (see Note 5 for further discussion on the goodwill and intangible assets impairment charges). Indefinite-Lived Intangible Assets Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings, LLC (“Organic Holdings”), a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand, are determined to have an indefinite useful economic life and as such are not amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of December 31, 2022 and 2021 were and $ , respectively. There was impairment recorded in the years ended December 31, 2022 and 2021 res pectively (s e for further information on the goodwill and intangible assets impairment charges). Shipping and Handling Costs Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $1,454 and $2,052 in 2022 and 2021, respectively. Advertising and Promotion Costs We advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were $2,184 and $2,761 in 2022 and 2021, respectively. Customers are also offered in-store promotional allowances and certain products are also promoted with direct to consumer rebate programs. Costs for these promotional programs are recorded as incurred as a reduction to net sales. Research and Development Costs Research and development costs are expensed as incurred. We did not incur research and development costs in 2022 or in 2021. Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases and operating loss and income tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in the period that includes the enactment date. Value of Warrants Issued with Debt We estimate the grant date fair value of certain warrants issued with debt using a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. Net Loss per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows: For the Years Ended December 31, 2022 2021 Numerator: Net loss $ (8,222 ) $ (14,940 ) Denominator: Weighted average number of common shares - Basic 259,092,833 258,837,701 Weighted average number of common shares - Diluted 259,092,833 258,837,701 Net loss per common share: Basic $ (0.03 ) $ (0.06 ) Diluted $ (0.03 ) $ (0.06 ) Significant Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. To date, the Company has not experienced a loss or lack of access to its invested cash; however, no assurance can be provided that access to the Company's invested cash will not be impacted by adverse conditions in the financial markets. Sales to our top three customers aggregated to approximately 21% and 26% of total consolidated sales in 2022 and 2021, respectively. Sales to one of those customers were approximately 8% and 11% of total sales in 2022 and 2021, respectively. Accounts receivable from these customers were approximately 28% and 22% of total accounts receivable as of December 31, 2022 and 2021, respectively. Our two major vendors accounted for 36% and 46% of purchases for the year ended December 31, 2022 and 2021, respectively. A third vendor represented an additional 11% of purchases for each of the years ended December 31, 2022 and 2021. Accounting Pronouncements - Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance to companies to ease the potential burden associated with transitioning away from reference rates that are expected to be discontinued. The new guidance provides optional expedients and exceptions to apply GAAP to contract modifications and hedging relationships, subject to certain criteria, that reference LIBOR or another reference rate expected to be discontinued. We adopted this ASU prospectively on December 14, 2022, on one of our term loan notes and agreements which was amended on this date to transition from LIBOR to SOFR Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB ASU Financial Instruments- Credit losses (Topic ): Measurement of Credit losses on Financial Instruments. A |
Note 3 - Inventories
Note 3 - Inventories | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 INVENTORIES Inventories consisted of the following: December 31, 2022 December 31, 2021 Raw materials $ 906 $ 2,016 Finished goods 8,724 4,586 9,630 6,602 Reserve for obsolete inventory (223 ) (788 ) Inventories, net $ 9,407 $ 5,814 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 4 PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, 2022 December 31, 2021 Machinery and equipment $ 124 $ 36 Leasehold improvements 118 118 Computers and other 68 58 310 212 Accumulated depreciation and amortization (122 ) (72 ) Property and equipment, net $ 188 $ 140 Depreciation and amortization expense totaled $52 and $80 in 2022 and 2021, respectively. |
Note 5 - Intangible Assets and
Note 5 - Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | NOTE 5 INTANGIBLE ASSETS AND GOODWILL Intangible assets consisted of the following: December 31, 2022 December 31, 2021 Trademarks $ 4,739 $ 4,739 Indefinite-lived intangible assets 120 120 Customer relationships 6,023 6,363 10,882 11,222 Accumulated amortization (10,762 ) (10,646 ) Intangible assets, net $ 120 $ 576 Trademarks are amortized over periods ranging from 3 to 30 years, customer relationships are amortized over periods ranging from 15 to 16 years, and other intangible assets are amortized over 3 years. Amortization expense was $116 and $377 for 2022 and 2021, respectively. Currently the Company's only remaining definite-lived intangible asset with positive book value corresponds to NSL customer relationships. During the fourth quarter of fiscal 2022 of $ The impairment charges were recorded in operating expenses in the consolidated statements of operations. During the fourth quarter of fiscal 2021 , we completed our annual impairment test of goodwill and intangible assets and we recognized impairment of $ 11,118. We recognized $8,818 Labs, . and an aggregate impairment loss of intangible assets |
Note 6 - Debt
Note 6 - Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 6 DEBT Debt consisted of the following: December 31, December 31, 2022 2021 Related Party Debt: July 2014 note payable to Little Harbor, LLC $ 3,267 $ 3,267 July 2016 note payable to Little Harbor, LLC 4,770 4,770 January 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 March 2016 note payable to Great Harbor Capital, LLC 7,000 7,000 December 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 August 2017 note payable to Great Harbor Capital, LLC 3,000 3,000 February 2018 note payable to Great Harbor Capital, LLC 2,000 2,000 July 2018 note payable to Great Harbor Capital, LLC 5,000 5,000 November 2018 note payable to Great Harbor Capital, LLC 4,000 4,000 February 2020 note payable to Great Harbor Capital, LLC 2,500 2,500 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 February 2020 note payable to Golisano Holdings LLC 2,500 2,500 November 2014 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 8,000 8,000 January 2015 note payable to Golisano Holdings LLC formerly payable to JL-BBNC Mezz Utah, LLC 5,000 5,000 February 2015 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 1,999 1,999 Macatawa Bank 15,000 15,000 Total related party debt 91,073 91,073 Senior Credit Facility with Midcap 6,308 4,661 May 2020 Note Payable to Fifth Third Bank, N.A. - 1,674 Total debt 97,381 97,408 Less current portion 97,381 97,408 Long-term debt $ - $ - Future aggregate maturities of debt that have maturities beyond 2022 have been classified as current on the consolidated balance sheet as the Company has determined that it is probable that the Company will not be able to meet the 2023 debt obligations as they become due, thus causing a technical default of the debt obligations. Little Harbor LLC Mr. David L. Van Andel, the Chairman of the Company’s Board of Directors, is the owner and principal of Little Harbor LLC. Mr. Mark Bugge, at the time the notes were entered into, was a member of the Company’s Board of Directors and the Secretary of Little Harbor LLC. July 2014 Note Payable to Little Harbor, LLC Pursuant to a July 2014 Debt Repayment Agreement with Little Harbor, LLC (“Little Harbor”), an entity owned by certain stockholders of the Company, on February 6, 2018 we entered into an agreement with Little Harbor to convert a debt repayment obligation of $3,267 into an unsecured promissory note (“Little Harbor Debt Repayment Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. The Little Harbor Debt Repayment Note was scheduled to mature on July 25, 2020, the maturity was subsequently extended to October 22, 2021. July 2016 Note Payable to Little Harbor, LLC 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 7). This note is unsecured and was scheduled to mature on January 28, 2019, with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021. Little Harbor 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. Amendments to extend the maturity date and related payment deferrals of the aforementioned notes have not been executed and these notes to Little Harbor are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all. To date, Little Harbor has not exercised any of its remedies available upon a default for any of the aforementioned 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 7). The original maturity date of the January 2016 GH Note was January 28, 2019, with subsequent extensions of the maturity date March 2016 Note Payable to Great Harbor Capital, LLC Pursuant to a March 21, 2016 unsecured promissory note (“March 2016 GH Note”), GH lent us $7,000. This March 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $292 which payment was to commence on April 21, 2017 but was deferred to August 30, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on March 21, 2019, with subsequent extensions of the maturity date December 2016 Note Payable to Great Harbor Capital, LLC Pursuant to a December 31, 2016 unsecured promissory note (“December 2016 GH Note”), GH lent us $2,500. The December 2016 GH Note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on December 31, 2019, which was subsequently extended to October 22, 2021. August 2017 Note Payable to Great Harbor Capital, LLC Pursuant to an August 30, 2017 secured promissory note, GH lent us $3,000 (“August 2017 GH Note”). The August 2017 GH Note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on August 29, 2020, which was subsequently extended February 2018 Note Payable to Great Harbor Capital, LLC Pursuant to a February 6, 2018 secured promissory note, GH lent us $2,000 (“February 2018 GH Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. This note is secured by collateral and is subordinate to the indebtedness owed to Midcap Funding X Trust as successor-by-assignment from MidCap Financial Trust (“MidCap”). The note was scheduled to mature on February 6, 2021, which was subsequently extended to As previously reported, on February 6, 2018, the Company issued an amended and restated secured promissory note to GH (“A&R August 2017 GH Note”) replacing the prior secured promissory note issued on August 30, 2017. The amendment and restatement added a requirement that when the Company consummates any Special Asset Disposition (as defined in the February 2018 GH Note), provided that the Company has a minimum liquidity of $1,000, the Company will use the net cash proceeds from the Special Asset Disposition to pay any accrued and unpaid interest under the A&R August 2017 GH Note and any other note subject to the Intercreditor Agreement (defined below). The interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on August 30, 2017; however, the maturity date had been extended to October 22, 2021. Furthermore, as a result of notes issued on February 6, 2018, by GH and Golisano Holdings LLC (“Golisano LLC”), GH and Golisano LLC entered into an “Intercreditor Agreement” where they agreed that each of the February 2018 GH Note, A&R August 2017 GH Note, and the Golisano LLC February 2018 Note (as defined below) are pari passu July 2018 Note Payable to Great Harbor Capital, LLC Pursuant to a July 27, 2018 secured promissory note, GH loaned the Company $5,000 ("July 2018 GH Note"). The July 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning September 1, 2018. The principal of the July 2018 GH Note was payable at maturity on January 27, 2020. The July 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity date to October 22, 2021. The July 2018 GH Note is subordinate to the indebtedness owed to MidCap. The July 2018 GH Note is senior to the indebtedness owed to Little Harbor and Golisano 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 is payable at maturity on November 5, 2020. The November 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021. February 2020 Note Payable to Great Harbor Capital, LLC Pursuant to a February 2020 unsecured promissory note (“February 2020 GH Note”), an affiliate of a member of our Board of Directors, GH lent us $2,500. The February 2020 GH Note bears interest at an annual rate of 8% with the principal payable at the maturity of October 22, 2021. GH had delivered a deferment letter pursuant to which GH agreed to defer all payments due under the aforementioned notes held by GH through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes. Amendments to extend the maturity date and related payment deferrals of the aforementioned notes to GH have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all . To date, GH has not exercised any of its remedies available upon a default for any of the aforementioned notes. Golisano Holdings LLC Mr. B. Thomas Golisano, a former 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 former 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 7). 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 matured on October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to JL-US to purchase 2,329,400 shares of the Company’s common stock on January 22, 2015 and 434,809 shares of the Company’s common stock on February 4, 2015 (see JL Warrants in Note 7). The 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 matured on October 22, 2021. On August 30, 2017, we entered into an amendment with Golisano LLC which extended payment of principal to maturity. We issued a warrant to Penta to purchase 869,618 shares of the Company’s common stock in connection with this loan (see Golisano LLC Warrants formerly Penta Warrants in Note 7). 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 former member of our Board of Directors, Golisano LLC lent us $2,500. The note was scheduled to mature on January 28, 2019, with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021. This note bears interest at an annual rate of 8.5%. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). March 2016 Note Payable to Golisano Holdings LLC Pursuant to a March 21, 2016 unsecured promissory note, Golisano LLC lent us $7,000 (“Golisano LLC March 2016 Note”). The note was scheduled to mature on March 21, 2019, with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021.This note bears interest at an annual rate of 8.5%. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). July 2016 Note Payable to Golisano Holdings LLC On July 21, 2016, we issued an unsecured delayed draw promissory note in favor of Golisano LLC pursuant to which Golisano LLC may, in its sole discretion and pursuant to draw requests made by the Company, loan the Company up to the maximum principal amount of $4,770 (the “Golisano LLC July 2016 Note”). During the year ended December 31, 2016, we requested and Golisano LLC approved, draws totaling $4,770.The Golisano LLC July 2016 Note was scheduled to mature on January 28, 2019 and was subsequently extended 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 7). December 2016 Note Payable to Golisano Holdings LLC Pursuant to a December 31, 2016 unsecured promissory note, as amended and restated, Golisano LLC lent us $2,500 (“Golisano LLC December 2016 Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019 and was subsequently extended to March 2017 Note Payable to Golisano Holdings LLC Pursuant to a March 14, 2017 unsecured promissory note, as amended and restated, Golisano LLC lent us $3,267 (“Golisano LLC March 2017 Note”). The note bears interest at an annual rate of 8.5% with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019 and was subsequently extended to 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 and was subsequently extended to 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 former member of our Board of Directors, Golisano LLC lent us $2,500. The Golisano LLC February 2020 Note bears interest at an annual rate of 8% with the principal payable at the maturity date of October 22, 2021. Golisano LLC had delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the aforementioned notes held by Golisano LLC through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the notes. Amendments to extend the maturity date and related payment deferrals of the aforementioned notes to Golisano LLC have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending party, but we cannot guarantee that such extensions and payment deferrals will be successfully obtained on a timely basis or at all . To date, Golisano 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. One former member of the Company's Board of Directors, Mr. B. Thomas 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 and was subsequently extended to November 30, 2022. The Term Loan was amended on December 14, 2022 to extend the maturity date to November 30, 2024 and to transition from LIBOR to SOFR. The Term Loan accrues interest at SOFR Rate plus 1.05% per annum with a floor of 2.50%; the rate was 5.17% as of December 31, 2022. 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 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 December 31, 2022. We issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 7). On January 22, 2019, we entered into Amendment Sixteen to the Credit and Security Agreement (the "MidCap Sixteenth Amendment"). The MidCap Sixteenth Amendment reduced the revolving credit facility amount from a total of $17,000 to a total of $5,000 and extended the expiration date from January 22, 2019 to April 22, 2019. On February 13, 2019, MidCap informed the Company that MidCap had re-assigned all of its rights, powers, privileges and duties as “Agent” under the Credit and Security Agreement, as well as all of its right, title and interest in and to the revolving loans made under the facility from Midcap Funding X Trust to MidCap IV Funding. On April 22, 2019, we entered into Amendment Seventeen to the Credit and Security Agreement (the "MidCap Seventeenth Amendment"), which effectively increased the revolving credit facility amount to $12,000 and renewed the Senior Credit Facility for an additional two years 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. We have incurred loan fees totaling $540 relating to the Senior Credit Facility and the subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility. The balance owed on the Senior Credit Facility was $6,308 as of December 31, 2022. Other Debt May 2020 Note Payable to Fifth Third Bank N.A. On May 7, 2020, Twinlab Consolidated Corporation ("TCC"), the operating subsidiary of the Company, received the proceeds of a loan from Fifth Third Bank, National Association 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”), had a two TCC utilized the proceeds of the PPP Loan for payroll, office rent, and utilities, which allowed the Company to seek forgiveness for this loan. The Company submitted its application for 100% forgiveness for this loan i n November 2021 In January 2022, the full amount of the PPP Loan was forgiven by the Small Business Administration ("SBA"). As a result, the Company recorded a gain on the forgiveness of the loan in the amount of $1,674. February 2021 Note Payable to Fifth Third Bank N.A. $1,344 two-year TCC used the proceeds of the Second PPP Loan for payroll, which allowed the Company to seek forgiveness for this loan. The Company submitted its application for 100% forgiveness for this loan in November 2021. In December 2021, the full amount of the Second PPP Loan was forgiven by the SBA. As a result, the Company recorded a gain on the forgiveness of the loan in the amount of $1,344. 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 December 31, 2022, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt amount due to MidCap |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Registration Rights Agreements | NOTE 7 WARRANTS AND REGISTRATION RIGHTS AGREEMENTS The following table presents a summary of the status of our issued warrants as of December 31, 2022 and changes during the two years then ended: Shares Weighted Average Underlying Warrants Exercise Price Outstanding, December 31, 2020 6,034,702 $ 0.07 Granted - - Canceled / Expired (500,000 ) - Exercised (1,034,702 ) (1) - Outstanding, December 31, 2021 4,500,000 $ 0.01 Granted - - Canceled / Expired - - Exercised - - Outstanding, December 31, 2022 4,500,000 $ 0.01 (1 ) Balance reflects 1,034,702 2020 2021 Midcap Warrant The line of credit agreement with MidCap described in Note 6 has been amended from time to time and when it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned GH notes and Golisano LLC notes. On April 22, 2019 subsequent to entering into the MidCap Seventeenth Amendment, the Company issued a warrant to MidCap exercisable for up to 500,000 shares of Company common stock at an exercise price of $0.76 per share. The Company has reserved 500,000 shares of Company common stock for issuance. The warrant expired on April 22, 2021 and was not reissued. Penta Warrants Pursuant to a stock purchase agreement dated June 30, 2015, a warrant was issued to Penta to purchase an aggregate 807,018 shares of our common stock at a price of $0.01 per share at any time prior to the close of business on June 30, 2020. We granted Penta certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. The 807,018 warrants were exercised on June 23, 2020. JL Warrants Pursuant to a June 30, 2015 stock purchase agreement, a warrant was issued to JL Properties (as defined below) to purchase an aggregate 403,509 shares of the Company’s common stock at a price of $0.01 per share at any time prior to the close of business on June 30, 2020, subject to certain adjustments. We granted JL Properties certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrant. The warrants expired unexercised on June 30, 2020. JL Properties, Inc. Warrants In April 2015, we entered into an office lease agreement which requires a $1,000 security deposit, subject to reduction if we achieve certain market capitalization metrics at certain dates. On April 30, 2015, we entered into a reimbursement agreement with JL Properties, Inc. (“JL Properties”) pursuant to which JL Properties agreed to arrange for and provide an unconditional, irrevocable, transferable, and negotiable commercial letter of credit to serve as the security deposit. As partial consideration for the entry by JL Properties into the reimbursement agreement and the provision of the letter of credit, we issued JL Properties two warrants to purchase shares of the Company’s common stock. The first warrant was exercisable for an aggregate of 465,880 shares of common stock, subject to certain adjustments, at an aggregate purchase price of $0.01, at any time prior to April 30, 2020. In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property, the number of shares of common stock issuable pursuant to the warrant could have been increased in the event our consolidated adjusted EBITDA (as defined in the warrant agreement) for the fiscal year ended December 31, 2019 did not equal or exceed $19,250. On December 31, 2019, our adjusted EBIDTA yielded a negative calculation; therefore, the warrant did not increase in number of shares of common stock. The second warrant was exercisable for an aggregate of 86,962 shares of common stock, at a per share purchase price of $1.00, at any time prior to April 30, 2020. The number of shares issuable upon exercise of the second warrant was subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property. We have granted JL Properties certain registration rights, commencing October 1, 2015, for the shares of common stock issuable on exercise of the two warrants. On April 30, 2020, the Company extended the related letter of credit to April 30, 2021 for consideration of $25 to JL Properties. The first warrant for 465,880 shares of common stock was exercised on April 20, 2020 and the second warrant for 86,962 shares of common stock expired unexercised on April 30, 2020. Golisano LLC Warrants (formerly JL Warrants) In connection with the January 22, 2015 note payable to JL-US, we issued warrants to purchase an aggregate of 2,329,400 shares of the Company’s common stock, at an aggregate exercise price of $0.01, through February 13, 2020. On February 4, 2015, we also granted a warrant to acquire a total of 434,809 shares of common stock at a purchase price of $1.00 per share, exercisable through February 13, 2020. Both warrant agreements granted certain registration rights, commencing October 1, 2015, for the shares of common stock issuable upon exercise of the warrants. On March 8, 2017, the remaining warrants from the warrant grants were assigned to Golisano LLC. The remaining 1,141,405 warrants related to the January 22, 2015 agreement were exercised on January 20, 2020. The 434,809 warrants related to the February 4, 2015 agreement expired unexercised on February 13, 2020. Golisano LLC Warrants Pursuant to an October 2015 Securities Purchase Agreement with Golisano LLC, we issued Golisano LLC a warrant which was intended to maintain, following each future issuance of shares of common stock pursuant to the conversion, exercise or exchange of certain currently outstanding warrants to purchase shares of common stock held by third-parties, Golisano LLC’s proportional ownership of our issued and outstanding common stock so that it is the same thereafter as on October 5, 2015. Upon issuance we had reserved 12,697,977 shares of common stock for issuance under warrants. The purchase price for any shares of common stock issuable upon exercise of the warrants is $.001 per share. The warrant is exercisable immediately and up to and including the date which is sixty days after the later to occur of the termination, expiration, conversion, exercise or exchange of all of the outstanding warrants and our delivery of notice thereof to Golisano LLC. The 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 addition, if any payments are made to a holder of an outstanding warrant in consideration for the termination of or agreement not to exercise such outstanding warrant, Golisano LLC will be entitled to equal treatment. We have entered into a registration rights agreement with Golisano LLC, dated as of October 5, 2015, granting Golisano LLC certain registration rights for the shares of common stock issuable on exercise of the warrant. As of December 31, 2022, all outstanding warrants had expired or been exercised. 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 December 31, 2022, there were 6,484,847 outstanding warrants held in escrow (“Escrow Warrants”). These Escrow Warrants are held in escrow and are not exercisable unless the Company defaults on the related debt. While the related debt is currently in default (see Note 6), warrants are not expected to be exercised as the related debt is expected to be amended which will remedy the current default. 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 was extended to October 22, 2021 – See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). The January 2016 Golisano Warrant expired unexercised on February 28, 2022. 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 was extended to October 22, 2021 – See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). The March 2016 Golisano Warrant expired unexercised 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 was extended to October 22, 2021 – See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC July 2016 Note). The Golisano July 2016 Warrant expired unexercised 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 was extended to October 22, 2021 – See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC December 2016 Note). The Golisano December 2016 Warrant expired unexercised 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 was extended to October 22, 2021 – See Note 6 for further information) 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 expired unexercised on March 14, 2023. In connection with the Golisano LLC February 2018 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,818,182 0.01 2018 2018 6 1,818,182 2018 We previously entered into a registration rights agreement with 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 was extended to October 22, 2021 – See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the January 2016 GH Note). The January 2016 GH Warrant expired unexercised on February 28, 2022. 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 was extended to October 22, 2021 – See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the March 2016 GH Note). The March 2016 GH Warrant expired unexercised 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 was extended to October 22, 2021 – See Note 6 for further information) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the December 2016 GH Note). The December 2016 GH Warrant expired unexercised 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 was extended to October 22, 2021 – See Note 6 for further information) 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 was extended to October 22, 2021 – See Note 6 for further information) 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 was extended to October 22, 2021 – See Note 6 for further information or such earlier date as is required pursuant to an acceleration notice (as defined in the Little Harbor Delayed Draw Note). The Little Harbor July 2016 Warrant expired unexercised |
Note 8 - Stockholders' Deficit
Note 8 - Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Deficit | NOTE 8 STOCKHOLDERS DEFICIT Preferred Stock The Company No 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, 2022 or December 31, 2021. As of December 31, 2022, 7,194,412 shares remain available for use in the TCC Plan. Stock Subscription Receivable At December 31, 2022, 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 - Income Taxes
Note 9 - Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 9 - INCOME TAXES Income tax provision consisted of the following for the years ended December 31, 2022 and 2021 as follows: December 31, December 31, 2022 2021 Current: State $ (25) $ (13 ) Total current expense (25) (13 ) Deferred: Federal 900 2,841 State (416) 957 Change in valuation allowance (484) (3,798 ) Total deferred expense - - Total income tax provision $ (25) $ (13 ) The income tax provision differs from the amount computed at federal statutory rates for the years ended December 31, 2022 and 2021 as follows: December 31, December 31, 2022 2021 Effective rate reconciliation Computed Federal income tax benefit at the statutory rate $ 1,723 $ 3,135 State income taxes, net of federal benefit (321) 770 Interest expense - (38 ) Equity-based expenses - (82 ) Change in valuation allowance (484) (3,798 ) Tax rate change - - Other (943) - Income tax provision $ (25) $ (13 ) Deferred tax assets (liabilities) are comprised of the following at December 31, 2022 and 2021: December 31, December 31, 2022 2021 Deferred tax assets/(liabilities) Deferred tax assets: Net operating loss carryforwards $ 61,053 $ 61,352 Accruals and reserves 9,408 7,949 Depreciation and amortization 5,530 5,925 Indefinite-lived intangibles 2,877 3,456 Other 3,064 2,766 Total deferred tax assets 81,932 81,448 Less valuation allowance (81,932) (81,448 ) Net deferred tax assets $ - $ - As a result of recurring operating losses, we have recorded a full valuation allowance against our net deferred tax assets as of December 31, 2022 and 2021, as management was unable to conclude that it is more likely than not that the deferred tax assets will be realized. During the years ended December 31, 2022 and 2021, the valuation allowance on deferred tax assets increased by $484 and $ 3,798 We had federal net operating loss carryforwards of approximately $251,000 and state net operating loss carryforwards of approximately $167,000 at December 31, 2022, which are available to reduce future federal and state taxable income. The federal and state net operating loss carryforwards begin to expire in 2023. If substantial changes in our ownership should occur, there would be an annual limitation of the amount of the net operating loss carryforwards which could be utilized. We perform a review of our material tax positions in accordance with recognition and measurement standards established by authoritative accounting literature, which requires a company to determine whether it is more likely than not that a tax position will be sustained upon examination based upon the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. Based upon our review and evaluation, during the years ended December 31, 2022 and 2021, we concluded that we had no The Company files U.S. and state income tax returns in jurisdictions with various statutes of limitations. The 2019 through 2021 |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 10 - COMMITMENTS AND CONTINGENCIES Litigation From time to time the Company and its subsidiaries are parties to litigation arising in the ordinary course of business operations. Such litigation primarily involves claims for personal injury, property damage, breach of contract and claims involving employee relations and certain administrative proceedings. Based on current information, we believe that the ultimate conclusion of the various pending litigation, in the aggregate, will not have a material adverse effect on our consolidated financial position, results of operations and cash flows and liquidity. Leases The Company leases office space under non-cancelable operating leases with remaining 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 The sublease agreement to sublease half of the 31,000 square feet of office space in St. Petersburg, Florida that commenced on February 1, 2017, expired on June 30, 2022. The lease was remeasured at that time and as a result, the Company recorded an impairment loss of $373 in general and administrative expenses. Currently the Company is seeking new sub tenant opportunities to fill the space. For the year ended December 31, 2022, the Company incurred $895 of lease expense on the consolidated statements of operations in relation to these operating leases, of which $211 was variable rent expense 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. For the year ended December 31, 2021, total rental expense for operating leases was $874, of which $325 was variable rent expense. As of December 31, 2022, the future maturities of the Company’s lease liabilities were as follows: 2023 $ 1,534 2024 1,524 2025 1,566 2026 1,150 2027 306 Thereafter - Total lease payments 6,080 Less: imputed interest (883) Present value of lease liabilities $ 5,197 Included below is other information regarding leases for the year ended December 31, 2022. For the Year Ended December 31, 2022 Sublease income $ 725 Cash paid for operating leases $ 1,505 Weighted average remaining lease term (years) - operating leases 3.9 Weighted average discount rate – operating leases 8.25 % Employee Agreements We have entered into employment agreements with certain members of management. The terms of each agreement are different. However, one or all of these agreements include stipulated base salary, bonus potential, vacation benefits, severance and non-competition agreements. |
Note 11 - Related Party Transac
Note 11 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | NOTE 11 - RELATED PARTY TRANSACTIONS See Note 6 for discussion of notes payable to Little Harbor, GH, and Golisano LLC, related parties. In addition, Little Harbor, GH, and Golisano LLC were also issued warrants to purchase shares of the Company’s common stock, as discussed in Note 7. We had sales of $1,073 and $1,910 in 2022 and 2021, respectively, to an entity whose board of directors includes an individual who is also a member of the Company's board of directors. |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Actual results could differ from those estimates. Significant management estimates include those with respect to returns and allowances, allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill. Revenue Recognition The Company recognizes revenue based on a five-step model in accordance with Accounting Standards Codification ("ASC") 606. For our customer contracts, (i) we identify the contract with a customer, (ii) we identify the performance obligations in the contract, (iii) we determine the transaction price, (iv) we allocate the transaction price to the performance obligation; and (v) we recognize revenue when we satisfy the performance obligation. Our revenues are recorded at a point in time when the performance is fulfilled, which is when the product is shipped to or received by the customer. Product sales are recorded net of variable considerations, such as provisions for returns, discounts and allowances. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. |
Contract Liabilities | Contract Liabilities Our contract liabilities consist of customer deposits and contractual guaranteed returns. Net contract liabilities are recorded in accrued expenses and other current liabilities and consisted of the following: Contract Liabilities December 31, 2022 December 31, 2021 Contract Liabilities - Customer Deposits $ 1,856 $ 2,104 Contract Liabilities - Guaranteed Returns 45 56 $ 1,901 $ 2,160 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. Disaggregation of Revenue December 31, 2022 December 31, 2021 Product Sales $ 51,940 $ 71,271 Fulfillment Services 644 818 $ 52,584 $ 72,089 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement: Level 1 – inputs are quoted prices in active markets for identical assets that the reporting entity has the ability to access at the measurement date. Level 2 – inputs are other than quoted prices included within Level 1 that are observable for the asset, either directly or indirectly. Level 3 – inputs are unobservable inputs for the asset that are supported by little or no market activity and that are significant to the fair value of the underlying asset or liability. The Company did not have any financial instruments that are measured at fair value on a recurring basis as of December 31, 2022 and 2021 |
Accounts Receivable and Allowances | Accounts Receivable and Allowances We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of December 31, 2022, total allowances amount to $1,546, of which $534 related to doubtful accounts receivable. As of December 31, 2021, total allowances amounted to $1,391, of which $511 was related to doubtful accounts receivable. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Depreciation, including amounts amortized under capital leases, is calculated on the straight-line method over the estimated useful lives of the related assets, which are 7 to 10 years for machinery and equipment, 8 years for furniture and fixtures and 3 years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease. Normal repairs and maintenance are expensed as incurred. When assets are retired or otherwise disposed of, the related cost and accumulated depreciation or amortization is removed from the accounts and any gain or loss is included in the results of operations. |
Leases | Leases The Company accounts for leases in accordance with ASC 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use ("ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases. |
Intangible Assets | Intangible Assets Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from 3 to 30 years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates. We believe that our long-term growth strategy supports our fair value conclusions. For intangible assets, the recoverability of these amounts is dependent upon achievement of our projections and the execution of key initiatives related to revenue growth and improved profitability. |
Goodwill | Goodwill Goodwill is not subject to amortization, but is reviewed for impairment annually, or more frequently whenever events or changes in circumstances indicate the carrying value of goodwill may not be recoverable. An impairment charge would be recorded to the extent the carrying value of goodwill exceeds its estimated fair value. The testing of goodwill under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. (See Note 5 for further discussion on the goodwill and intangible assets |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset may not be recoverable. If the carrying amount of the asset exceeds the expected undiscounted cash flows of the asset, an impairment charge is recognized equal to the amount by which the carrying amount exceeds fair value. The testing of these intangibles under established guidelines for impairment requires significant use of judgment and assumptions. Changes in forecasted operations and other assumptions could materially affect the estimated fair values. Changes in business conditions could potentially require adjustments to these asset valuations. (see Note 5 for further discussion on the goodwill and intangible assets impairment charges). |
Indefinite-Lived Intangible Assets | Indefinite-Lived Intangible Assets Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings, LLC (“Organic Holdings”), a market leader in the healthy aging and beauty from within categories and owner of the award-winning Reserveage™ Nutrition brand, are determined to have an indefinite useful economic life and as such are not amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of December 31, 2022 and 2021 were and $ , respectively. There was impairment recorded in the years ended December 31, 2022 and 2021 res pectively (s e for further information on the goodwill and intangible assets impairment charges). |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling fees when billed to customers are included as a component of net sales. The total costs associated with shipping and handling are included as a component of cost of sales and totaled $1,454 and $2,052 in 2022 and 2021, respectively. |
Advertising and Promotion Costs | Advertising and Promotion Costs We advertise our branded products through national and regional media and through cooperative advertising programs with customers. Costs for cooperative advertising programs are expensed as earned by customers and recorded in selling, general and administrative expenses. Our advertising expenses were $2,184 and $2,761 in 2022 and 2021, respectively. Customers are also offered in-store promotional allowances and certain products are also promoted with direct to consumer rebate programs. Costs for these promotional programs are recorded as incurred as a reduction to net sales. |
Research and Development Costs | Research and Development Costs Research and development costs are expensed as incurred. We did not incur research and development costs in 2022 or in 2021. |
Income Taxes | Income Taxes We use the asset and liability method of accounting for income taxes. Under the asset and liability method, deferred income tax assets and liabilities are recognized for the future income tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective income tax bases and operating loss and income tax credit carry-forwards. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred income tax assets and liabilities of a change in income tax rates is recognized in the period that includes the enactment date. |
Value of Warrants Issued with Debt | Value of Warrants Issued with Debt We estimate the grant date fair value of certain warrants issued with debt using a valuation method, such as the Black-Scholes option pricing model, or, if the terms are more complex, using an outside professional valuation firm, which uses the Monte Carlo option lattice model. We record the amounts as interest expense or debt discount, depending on the terms of the agreement. These estimates involve multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project earnings before interest, taxes, depreciation and amortization (“EBITDA”) and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Derivative Liabilities | Derivative Liabilities We have recorded certain warrants as derivative liabilities at estimated fair value, as determined based on our use of an outside professional valuation firm, due to the variable terms of the warrant agreements. The value of the derivative liabilities is generally estimated using the Monte Carlo option lattice model with multiple inputs and assumptions, including the market price of the Company’s common stock, stock price volatility and other assumptions to project EBITDA and other reset events. These inputs and assumptions are subject to management’s judgment and can vary materially from period to period. |
Net Loss per Common Share | Net Loss per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. The common shares used in the computation of our basic and diluted net loss per share are reconciled as follows: For the Years Ended December 31, 2022 2021 Numerator: Net loss $ (8,222 ) $ (14,940 ) Denominator: Weighted average number of common shares - Basic 259,092,833 258,837,701 Weighted average number of common shares - Diluted 259,092,833 258,837,701 Net loss per common share: Basic $ (0.03 ) $ (0.06 ) Diluted $ (0.03 ) $ (0.06 ) |
Significant Concentration of Credit Risk | Significant Concentration of Credit Risk The Company maintains its cash in bank deposit accounts which, at times, exceed federally insured limits. To date, the Company has not experienced a loss or lack of access to its invested cash; however, no assurance can be provided that access to the Company's invested cash will not be impacted by adverse conditions in the financial markets. Sales to our top three customers aggregated to approximately 21% and 26% of total consolidated sales in 2022 and 2021, respectively. Sales to one of those customers were approximately 8% and 11% of total sales in 2022 and 2021, respectively. Accounts receivable from these customers were approximately 28% and 22% of total accounts receivable as of December 31, 2022 and 2021, respectively. Our two major vendors accounted for 36% and 46% of purchases for the year ended December 31, 2022 and 2021, respectively. A third vendor represented an additional 11% of purchases for each of the years ended December 31, 2022 and 2021. |
Accounting Pronouncements - Adopted | Accounting Pronouncements - Adopted In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional guidance to companies to ease the potential burden associated with transitioning away from reference rates that are expected to be discontinued. The new guidance provides optional expedients and exceptions to apply GAAP to contract modifications and hedging relationships, subject to certain criteria, that reference LIBOR or another reference rate expected to be discontinued. We adopted this ASU prospectively on December 14, 2022, on one of our term loan notes and agreements which was amended on this date to transition from LIBOR to SOFR Accounting Pronouncements - Not Yet Adopted In June 2016, the FASB ASU Financial Instruments- Credit losses (Topic ): Measurement of Credit losses on Financial Instruments. A |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block] | Contract Liabilities December 31, 2022 December 31, 2021 Contract Liabilities - Customer Deposits $ 1,856 $ 2,104 Contract Liabilities - Guaranteed Returns 45 56 $ 1,901 $ 2,160 |
Disaggregation of Revenue [Table Text Block] | Disaggregation of Revenue December 31, 2022 December 31, 2021 Product Sales $ 51,940 $ 71,271 Fulfillment Services 644 818 $ 52,584 $ 72,089 |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the Years Ended December 31, 2022 2021 Numerator: Net loss $ (8,222 ) $ (14,940 ) Denominator: Weighted average number of common shares - Basic 259,092,833 258,837,701 Weighted average number of common shares - Diluted 259,092,833 258,837,701 Net loss per common share: Basic $ (0.03 ) $ (0.06 ) Diluted $ (0.03 ) $ (0.06 ) |
Note 3 - Inventories (Tables)
Note 3 - Inventories (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventories consisted of the following: December 31, 2022 December 31, 2021 Raw materials $ 906 $ 2,016 Finished goods 8,724 4,586 9,630 6,602 Reserve for obsolete inventory (223 ) (788 ) Inventories, net $ 9,407 $ 5,814 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, 2022 December 31, 2021 Machinery and equipment $ 124 $ 36 Leasehold improvements 118 118 Computers and other 68 58 310 212 Accumulated depreciation and amortization (122 ) (72 ) Property and equipment, net $ 188 $ 140 |
Note 5 - Intangible Assets an_2
Note 5 - Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 31, 2022 December 31, 2021 Trademarks $ 4,739 $ 4,739 Indefinite-lived intangible assets 120 120 Customer relationships 6,023 6,363 10,882 11,222 Accumulated amortization (10,762 ) (10,646 ) Intangible assets, net $ 120 $ 576 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | December 31, December 31, 2022 2021 Related Party Debt: July 2014 note payable to Little Harbor, LLC $ 3,267 $ 3,267 July 2016 note payable to Little Harbor, LLC 4,770 4,770 January 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 March 2016 note payable to Great Harbor Capital, LLC 7,000 7,000 December 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 August 2017 note payable to Great Harbor Capital, LLC 3,000 3,000 February 2018 note payable to Great Harbor Capital, LLC 2,000 2,000 July 2018 note payable to Great Harbor Capital, LLC 5,000 5,000 November 2018 note payable to Great Harbor Capital, LLC 4,000 4,000 February 2020 note payable to Great Harbor Capital, LLC 2,500 2,500 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 February 2020 note payable to Golisano Holdings LLC 2,500 2,500 November 2014 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 8,000 8,000 January 2015 note payable to Golisano Holdings LLC formerly payable to JL-BBNC Mezz Utah, LLC 5,000 5,000 February 2015 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 1,999 1,999 Macatawa Bank 15,000 15,000 Total related party debt 91,073 91,073 Senior Credit Facility with Midcap 6,308 4,661 May 2020 Note Payable to Fifth Third Bank, N.A. - 1,674 Total debt 97,381 97,408 Less current portion 97,381 97,408 Long-term debt $ - $ - |
Note 7 - Warrants and Registr_2
Note 7 - Warrants and Registration Rights Agreements (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Shares Weighted Average Underlying Warrants Exercise Price Outstanding, December 31, 2020 6,034,702 $ 0.07 Granted - - Canceled / Expired (500,000 ) - Exercised (1,034,702 ) (1) - Outstanding, December 31, 2021 4,500,000 $ 0.01 Granted - - Canceled / Expired - - Exercised - - Outstanding, December 31, 2022 4,500,000 $ 0.01 |
Note 9 - Income Taxes (Tables)
Note 9 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, December 31, 2022 2021 Current: State $ (25) $ (13 ) Total current expense (25) (13 ) Deferred: Federal 900 2,841 State (416) 957 Change in valuation allowance (484) (3,798 ) Total deferred expense - - Total income tax provision $ (25) $ (13 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, December 31, 2022 2021 Effective rate reconciliation Computed Federal income tax benefit at the statutory rate $ 1,723 $ 3,135 State income taxes, net of federal benefit (321) 770 Interest expense - (38 ) Equity-based expenses - (82 ) Change in valuation allowance (484) (3,798 ) Tax rate change - - Other (943) - Income tax provision $ (25) $ (13 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, December 31, 2022 2021 Deferred tax assets/(liabilities) Deferred tax assets: Net operating loss carryforwards $ 61,053 $ 61,352 Accruals and reserves 9,408 7,949 Depreciation and amortization 5,530 5,925 Indefinite-lived intangibles 2,877 3,456 Other 3,064 2,766 Total deferred tax assets 81,932 81,448 Less valuation allowance (81,932) (81,448 ) Net deferred tax assets $ - $ - |
Note 10 - Commitments and Con_2
Note 10 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2023 $ 1,534 2024 1,524 2025 1,566 2026 1,150 2027 306 Thereafter - Total lease payments 6,080 Less: imputed interest (883) Present value of lease liabilities $ 5,197 |
Lease, Cost [Table Text Block] | For the Year Ended December 31, 2022 Sublease income $ 725 Cash paid for operating leases $ 1,505 Weighted average remaining lease term (years) - operating leases 3.9 Weighted average discount rate – operating leases 8.25 % |
Note 1 - Nature of Business (De
Note 1 - Nature of Business (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Retained Earnings (Accumulated Deficit), Ending Balance | $ (356,424) | $ (348,202) |
Working Capital Deficiency | (127,047) | |
Long-term Debt, Current Maturities, Total | $ 97,381 | $ 97,408 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 USD ($) item | Dec. 31, 2021 USD ($) item | |
Revenue, Major Customer [Line Items] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 1,546 | $ 1,391 |
Allowance for Accounts Receivable, Current, Doubtful Accounts | 534 | 511 |
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance | 120 | 120 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | 0 |
Cost of Goods and Services Sold, Total | $ 38,240 | $ 55,511 |
Revenue Benchmark [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of Major Customers | item | 3 | 3 |
Concentration Risk, Percentage | 21% | 26% |
Revenue Benchmark [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of Major Customers | item | 1 | 1 |
Concentration Risk, Percentage | 8% | 11% |
Accounts Receivable [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 28% | 22% |
Cost of Goods and Service Benchmark [Member] | Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Number of Major Customers | item | 2 | 2 |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier One And Supplier Two [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 36% | 46% |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Three [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 11% | |
Selling, General and Administrative Expenses [Member] | ||
Revenue, Major Customer [Line Items] | ||
Advertising Expense | $ 2,184 | $ 2,761 |
Shipping and Handling [Member] | ||
Revenue, Major Customer [Line Items] | ||
Cost of Goods and Services Sold, Total | $ 1,454 | $ 2,052 |
Minimum [Member] | ||
Revenue, Major Customer [Line Items] | ||
Lessor, Operating Lease, Term of Contract (Year) | 1 year | |
Minimum [Member] | Trademarks and Customer Relationships [Member] | ||
Revenue, Major Customer [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | |
Maximum [Member] | ||
Revenue, Major Customer [Line Items] | ||
Lessor, Operating Lease, Term of Contract (Year) | 7 years | |
Maximum [Member] | Trademarks and Customer Relationships [Member] | ||
Revenue, Major Customer [Line Items] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 30 years | |
Machinery and Equipment [Member] | Minimum [Member] | ||
Revenue, Major Customer [Line Items] | ||
Property, Plant and Equipment, Useful Life (Year) | 7 years | |
Machinery and Equipment [Member] | Maximum [Member] | ||
Revenue, Major Customer [Line Items] | ||
Property, Plant and Equipment, Useful Life (Year) | 10 years | |
Computer Equipment [Member] | ||
Revenue, Major Customer [Line Items] | ||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |
Furniture and Fixtures [Member] | ||
Revenue, Major Customer [Line Items] | ||
Property, Plant and Equipment, Useful Life (Year) | 8 years |
Note 2 - Summary of Significa_5
Note 2 - Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Contract Liabilities - Customer Deposits | $ 1,856 | $ 2,104 |
Contract Liabilities - Guaranteed Returns | 45 | 56 |
Contract with Customer, Liability, Current | $ 1,901 | $ 2,160 |
Note 2 - Summary of Significa_6
Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 52,584 | $ 72,089 |
Product Sales [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 51,940 | 71,271 |
Fulfillment Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 644 | $ 818 |
Note 2 - Summary of Significa_7
Note 2 - Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator: | ||
Net loss | $ (8,222) | $ (14,940) |
Denominator: | ||
Weighted average number of common shares - Basic | 259,092,833 | 258,837,701 |
Weighted average number of common shares - Diluted | 259,092,833 | 258,837,701 |
Net loss per common share: | ||
Basic (in dollars per share) | $ (0.03) | $ (0.06) |
Diluted (in dollars per share) | $ (0.03) | $ (0.06) |
Note 3 - Inventories - Summary
Note 3 - Inventories - Summary of Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 906 | $ 2,016 |
Finished goods | 8,724 | 4,586 |
Inventory, Gross, Total | 9,630 | 6,602 |
Reserve for obsolete inventory | (223) | (788) |
Inventories, net | $ 9,407 | $ 5,814 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation, Total | $ 52 | $ 80 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 310 | $ 212 |
Accumulated depreciation and amortization | (122) | (72) |
Property and equipment, net | 188 | 140 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 124 | 36 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 118 | 118 |
Computers and Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 68 | $ 58 |
Note 5 - Intangible Assets an_3
Note 5 - Intangible Assets and Goodwill (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets, Total | $ 116 | $ 377 | |
Goodwill and Intangible Asset Impairment, Total | 340 | $ 11,118 | |
NutraScience Labs, Inc. [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill and Intangible Asset Impairment, Total | $ 340 | ||
Goodwill, Impairment Loss | 8,818 | ||
Impairment of Intangible Assets, Finite-lived | $ 2,300 | ||
Impairment, Intangible Asset, Finite-Lived, Statement of Income or Comprehensive Income [Extensible Enumeration] | Goodwill and Intangible Asset Impairment, Total | ||
Other Intangible Assets [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | ||
Minimum [Member] | Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | ||
Minimum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | ||
Maximum [Member] | Trademarks [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 30 years | ||
Maximum [Member] | Customer Relationships [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 16 years |
Note 5 - Intangible Assets an_4
Note 5 - Intangible Assets and Goodwill - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 120 | $ 120 |
Intangible Assets, Gross (Excluding Goodwill), Total | 10,882 | 11,222 |
Accumulated amortization | (10,762) | (10,646) |
Intangible assets, net | 120 | 576 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 4,739 | 4,739 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 6,023 | $ 6,363 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |||||||||||||||||||||||||||
Apr. 22, 2021 | Feb. 09, 2021 | May 07, 2020 | Feb. 29, 2020 | Feb. 13, 2020 | Apr. 22, 2019 | Jan. 22, 2019 | Dec. 04, 2018 | Nov. 05, 2018 | Jul. 27, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 14, 2017 | Dec. 31, 2016 | Sep. 02, 2016 | Jul. 21, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Jan. 28, 2016 | Feb. 06, 2015 | Jan. 22, 2015 | Nov. 13, 2014 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 28, 2019 | Mar. 08, 2017 | Feb. 04, 2015 | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term Debt, Total | $ 97,381 | $ 97,408 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,500,000 | 4,500,000 | 6,034,702 | |||||||||||||||||||||||||
Gain on the forgiveness of the loan | $ 1,674 | $ 1,344 | ||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 3.75% | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Apr. 22, 2019 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 540 | |||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5% | |||||||||||||||||||||||||||
Debt Instrument, Term (Year) | 3 years | 3 years | ||||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000 | $ 5,000 | $ 17,000 | $ 15,000 | ||||||||||||||||||||||||
Line of Credit Facility, Potential Maximum Borrowing Capacity | $ 20,000 | |||||||||||||||||||||||||||
Percentage of Unused Line Fee Per Month | 0.50% | |||||||||||||||||||||||||||
Percentage of Management Fee Per Month | 1.20% | |||||||||||||||||||||||||||
Line of Credit Facility, Expiration Period (Year) | 2 years | |||||||||||||||||||||||||||
Long-term Line of Credit, Total | $ 6,308 | |||||||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5% | |||||||||||||||||||||||||||
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term Debt, Total | 3,000 | 3,000 | ||||||||||||||||||||||||||
Minimum Liquidity | $ 1,000 | |||||||||||||||||||||||||||
Paycheck Protection Program CARES Act [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term Debt, Total | 0 | $ 1,674 | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||||||||||||||||||||||||
Debt Instrument, Term (Year) | 2 years | |||||||||||||||||||||||||||
Percentage of Forgiveness for Loan | 100% | |||||||||||||||||||||||||||
Gain on the forgiveness of the loan | $ 1,674 | $ 1,344 | ||||||||||||||||||||||||||
Paycheck Protection Program CARES Act May 2020 Note Payable [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||||||||||||||||||||||||
Debt Instrument, Term (Year) | 2 years | |||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 1,674 | |||||||||||||||||||||||||||
Percentage of Forgiveness for Loan | 100% | |||||||||||||||||||||||||||
Paycheck Protection Program CARES Act February 2021 Note Payable [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 1,344 | |||||||||||||||||||||||||||
Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12% | 12% | 12% | 8% | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | Oct. 22, 2021 | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | |||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | $ 8,000 | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,329,400 | 4,960,740 | 434,809 | |||||||||||||||||||||||||
Number of Warrants Expired (in shares) | 434,809 | |||||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 869,618 | |||||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | |||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | Oct. 22, 2021 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | $ 3,000 | $ 2,500 | $ 7,000 | $ 2,500 | $ 2,500 | ||||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Oct. 22, 2021 | |||||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292 | $ 104 | ||||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | |||||||||||||||||||||||||||
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | |||||||||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Great Harbor Capital, LLC [Member] | February 2020 GH Note [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||||||||||||||||||||||
Unsecured Delayed Draw Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | |||||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | Oct. 22, 2021 | ||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,267 | $ 7,000 | $ 2,500 | $ 2,500 | ||||||||||||||||||||||||
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | Golisano LLC February 2020 Note [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8% | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,500 | |||||||||||||||||||||||||||
Great Harbour Note 4 [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,000 | |||||||||||||||||||||||||||
Secured Debt [Member] | Macatawa Bank [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10% | |||||||||||||||||||||||||||
Secured Debt [Member] | Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000 | |||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Nov. 30, 2022 | |||||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1.05% | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 5.17% | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate After Maturity of Event of Default Spread | 3% | |||||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 15,000 | |||||||||||||||||||||||||||
Term Loan [Member] | Macatawa Bank [Member] | Minimum [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Debt Instrument, Interest Rate During Period | 2.50% | |||||||||||||||||||||||||||
Term Loan [Member] | Little Harbor [Member] | ||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,267 | |||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 |
Note 6 - Debt - Summary of Debt
Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total debt | $ 97,381 | $ 97,408 |
Less current portion | 97,381 | 97,408 |
Long-term debt | 0 | 0 |
Related Party July 2014 Note Payable to Little Harbor, LLC, [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,267 | 3,267 |
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,770 | 4,770 |
Related-Party Debt January 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt March 2016 Note Payable to Great Harbor Capital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7,000 | 7,000 |
Related-Party Debt December 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,000 | 3,000 |
Related Party February 2018 Note Payable to Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,000 | 2,000 |
Related Party July 2018 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 5,000 | 5,000 |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,000 | 4,000 |
Related Party February 2020 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt January 2016 Note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7,000 | 7,000 |
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,770 | 4,770 |
Related Part Debt December 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-party Debt March 2017 Note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,267 | 3,267 |
Related Party February 2018 Note Payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,000 | 2,000 |
Related Party February 2020 Note Payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 8,000 | 8,000 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 5,000 | 5,000 |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,999 | 1,999 |
Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 15,000 | 15,000 |
Related Party Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 91,073 | 91,073 |
Senior Credit Facility With Midcap [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 6,308 | 4,661 |
May 2020 Note Payable to Fifth Third Bank, N.A. [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 1,674 |
Note 7 - Warrants and Registr_3
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Jun. 23, 2020 | Apr. 30, 2020 | Apr. 20, 2020 | Feb. 13, 2020 | Feb. 13, 2013 | Apr. 30, 2015 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 22, 2019 | Nov. 05, 2018 | Jul. 31, 2018 | Feb. 28, 2018 | Feb. 06, 2018 | Aug. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Jul. 31, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | Oct. 31, 2015 | Jun. 30, 2015 | Feb. 04, 2015 | Jan. 22, 2015 | Nov. 13, 2014 | ||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,500,000 | 4,500,000 | 6,034,702 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.07 | |||||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | 0 | 1,034,702 | [1] | |||||||||||||||||||||||
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,214 | |||||||||||||||||||||||||
July 2018 GH Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,500,000 | |||||||||||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,479 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 2,500,000 | |||||||||||||||||||||||||
November 2018 Great Harbor Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,000,000 | 1,818,182 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 2,000,000 | 1,818,182 | ||||||||||||||||||||||||
Escrow Warrants [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Outstanding (in shares) | 6,484,847 | |||||||||||||||||||||||||
Little Harbor July 2016 Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 2,168,178 | |||||||||||||||||||||||||
Golisano LLC December 2016 Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,136,363 | |||||||||||||||||||||||||
Golisano LLC March 2017 Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,484,847 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,484,847 | |||||||||||||||||||||||||
Golisano Warrants [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,818,182 | |||||||||||||||||||||||||
January 2016 GH Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,136,363 | |||||||||||||||||||||||||
March 2016 GH Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 3,181,816 | |||||||||||||||||||||||||
December 2016 GH Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,136,363 | |||||||||||||||||||||||||
August 2017 GH Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,363,636 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,363,636 | |||||||||||||||||||||||||
Midcap Funding X Trust [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.76 | |||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 500,000 | |||||||||||||||||||||||||
Penta Mezzanine SBIC Fund I, L.P. [Member] | Warrants Issued on June 30, 2015 [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Class of Warrant or Right, Cancelled, Number of Securities Called by Warrants or Rights (in shares) | 807,018 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 807,018 | |||||||||||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Letters of Credit Outstanding, Amount | $ 25 | |||||||||||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on June 30, 2015 [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 403,509 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on January 22, 2015 [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 2,329,400 | |||||||||||||||||||||||||
JL-BBNC Mezz Utah, LLC [Member] | Warrants Issued on February 4, 2015 [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 434,809 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 | |||||||||||||||||||||||||
JL Properties, Inc. [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Deposits Assets | $ 1,000 | |||||||||||||||||||||||||
JL Properties, Inc. [Member] | First Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 465,880 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 2 | |||||||||||||||||||||||||
Adjustments on Warrants Trigger Event, Minimum Adjusted EBITDA | $ 19,250 | |||||||||||||||||||||||||
Class of Warrant or Right, Expired During Period (in shares) | 465,880 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 2 | |||||||||||||||||||||||||
JL Properties, Inc. [Member] | Second Warrant [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 86,962 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 | |||||||||||||||||||||||||
Class of Warrant or Right, Expired During Period (in shares) | 86,962 | |||||||||||||||||||||||||
Golisano Holdings LLC [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 434,809 | 2,329,400 | 4,960,740 | |||||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 1 | |||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 12,697,977 | |||||||||||||||||||||||||
Number of Warrants Expired (in shares) | 434,809 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,818,182 | |||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015 [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 869,618 | |||||||||||||||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | 1,141,405 | |||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants Issued on February 4, 2015 [Member] | ||||||||||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||||||||||
Number of Warrants Expired (in shares) | 434,809 | |||||||||||||||||||||||||
[1] Balance reflects 1,034,702 2020 2021 |
Note 7 - Warrants and Registr_4
Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Warrants and Rights Note Disclosure [Abstract] | |||
Outstanding, beginning balance (in shares) | 4,500,000 | 6,034,702 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.01 | $ 0.07 | |
Granted (in shares) | 0 | 0 | |
Granted, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | |
Canceled / Expired (in shares) | 0 | (500,000) | |
Canceled / expired, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | |
Exercised (in shares) | 0 | (1,034,702) | [1] |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | [1] |
Outstanding, ending balance (in shares) | 4,500,000 | 4,500,000 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.01 | $ 0.01 | |
[1] Balance reflects 1,034,702 2020 2021 |
Note 8 - Stockholders' Deficit
Note 8 - Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Preferred Stock, Shares Authorized (in shares) | 500,000,000 | 500,000,000 |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Issued, Total (in shares) | 0 | 0 |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 7,194,412 | |
Common Stock, Shares Subscribed but Unissued (in shares) | 1,528,384 | |
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 30 | $ 30 |
Subscription Receivable Annual Interest Rate | 5% | |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance (in shares) | 0 | 0 |
TCC Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 20,000,000 | |
TCC Plan [Member] | Restricted Stock Units (RSUs) [Member] | Vest Annually [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25% |
Note 9 - Income Taxes (Details
Note 9 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (484) | $ (3,798) |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards, Total | $ 251,000 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Open Tax Year | 2019 2020 2021 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards, Total | $ 167,000 |
Note 9 - Income Taxes - Compone
Note 9 - Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Current: | ||
State | $ (25) | $ (13) |
Total current expense | (25) | (13) |
Deferred: | ||
Federal | 900 | 2,841 |
State | (416) | 957 |
Change in valuation allowance | (484) | (3,798) |
Total deferred expense | 0 | 0 |
Income tax provision | $ (25) | $ (13) |
Note 9 - Income Taxes - Income
Note 9 - Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Computed Federal income tax benefit at the statutory rate | $ 1,723 | $ 3,135 |
State income taxes, net of federal benefit | (321) | 770 |
Interest expense | 0 | (38) |
Equity-based expenses | 0 | (82) |
Change in valuation allowance | (484) | (3,798) |
Tax Rate change | 0 | 0 |
Other | (943) | 0 |
Income tax provision | $ (25) | $ (13) |
Note 9 - Income Taxes - Deferre
Note 9 - Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets/(liabilities) | ||
Net operating loss carryforwards | $ 61,053 | $ 61,352 |
Accruals and reserves | 9,408 | 7,949 |
Depreciation and amortization | 5,530 | 5,925 |
Indefinite-lived intangibles | 2,877 | 3,456 |
Other | 3,064 | 2,766 |
Total deferred tax assets | 81,932 | 81,448 |
Less valuation allowance | (81,932) | (81,448) |
Net deferred tax assets | $ 0 | $ 0 |
Note 10 - Commitments and Con_3
Note 10 - Commitments and Contingencies (Details Textual) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Oct. 01, 2021 ft² | |
Lessee, Lease, Description [Line Items] | |||
Area of Real Estate Property | ft² | 31,000 | ||
Lease, Cost, Total | $ 895 | $ 874 | |
Variable Lease, Cost | $ 211 | $ 325 | |
Minimum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessor, Operating Lease, Term of Contract (Year) | 1 year | ||
Lessee, Operating Lease, Renewal Term (Year) | 2 years | ||
Maximum [Member] | |||
Lessee, Lease, Description [Line Items] | |||
Lessor, Operating Lease, Term of Contract (Year) | 7 years | ||
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Note 10 - Commitments and Con_4
Note 10 - Commitments and Contingencies - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2022 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2023 | $ 1,534 |
2024 | 1,524 |
2025 | 1,566 |
2026 | 1,150 |
2027 | 306 |
Thereafter | 0 |
Total lease payments | 6,080 |
Less: imputed interest | (883) |
Present value of lease liabilities | $ 5,197 |
Note 10 - Commitments and Con_5
Note 10 - Commitments and Contingencies - Other Information Regarding Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Sublease income | $ 725 |
Cash paid for operating leases | $ 1,505 |
Weighted average remaining lease term (years) - operating leases | 3 years 10 months 24 days |
Weighted average discount rate – operating leases | 8.25% |
Note 11 - Related Party Trans_2
Note 11 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Revenue from Related Parties | $ 1,073 | $ 1,910 |