Document And Entity Information
Document And Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 15, 2024 | Jun. 30, 2023 | |
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 | $ 3,257,773 | ||
Entity Shell Company | false | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2023 | ||
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 | Salt Lake City, Utah | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 19 | $ 866 |
Accounts receivable, net | 2,072 | 1,217 |
Inventories, net | 3,402 | 6,864 |
Prepaid expenses and other current assets | 194 | 319 |
Current assets of discontinued operations | 0 | 5,872 |
Total current assets | 5,687 | 15,138 |
Property and equipment, net | 9 | 19 |
Right-of-use assets | 1,889 | 2,945 |
Intangible assets, net | 120 | 120 |
Other assets | 1,290 | 1,255 |
Non-current assets of discontinued operations | 0 | 1,435 |
Total assets | 8,995 | 20,912 |
Current liabilities: | ||
Accounts payable | 6,803 | 2,487 |
Lease liabilities | 1,426 | 844 |
Accrued expenses and other current liabilities | 4,106 | 1,628 |
Accrued interest | 39,851 | 33,316 |
Notes payable and current portion of long-term debt, net | 93,637 | 97,381 |
Current liabilities of discontinued operations | 0 | 6,530 |
Total current liabilities | 145,823 | 142,186 |
Long-term liabilities: | ||
Lease liabilities | 2,197 | 3,090 |
Long-term liabilities of discontinued operations | 0 | 947 |
Total long-term liabilities | 2,197 | 4,037 |
Total liabilities | 148,020 | 146,223 |
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 | (370,138) | (356,424) |
Total stockholders’ deficit | (139,025) | (125,311) |
Total liabilities and stockholders' deficit | $ 8,995 | $ 20,912 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Dec. 31, 2022 |
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, 2023 | Dec. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 13,617 | $ 17,208 |
Cost of sales | 8,605 | 9,024 |
Gross profit | 5,012 | 8,184 |
Operating costs and expenses: | ||
Selling expenses | 1,161 | 2,656 |
General and administrative expenses | 5,240 | 6,970 |
Impairment of goodwill and intangible assets | 0 | 340 |
Loss from operations | (1,389) | (1,782) |
Other income (expense): | ||
Interest expense, net | (8,271) | (7,902) |
Other income, net | 41 | 1,676 |
Total other expense | (8,230) | (6,226) |
Loss before income taxes | (9,619) | (8,008) |
Provision for income taxes | (43) | (25) |
Net loss from continuing operations | (9,662) | (8,033) |
Net loss from discontinued operations, net of income taxes | (4,052) | (189) |
Total net loss | $ (13,714) | $ (8,222) |
Net loss from continuing operation per share of common stock | ||
Basic earning per share | $ (0.04) | $ (0.02) |
Diluted earning per share | (0.04) | (0.02) |
Net loss from discontinuing operation per share of common stock | ||
Basic earning per share | (0.01) | (0.01) |
Diluted earning per share | $ (0.01) | $ (0.01) |
Weighted average number of common shares outstanding - basic (in shares) | 259,092,833 | 259,092,833 |
Net loss per common share - basic (in dollars per share) | $ (0.05) | $ (0.03) |
Weighted average number of common shares outstanding - diluted (in shares) | 259,092,833 | 259,092,833 |
Net loss per common share - diluted (See Note 2) (in dollars per share) | $ (0.05) | $ (0.03) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Stock Subscriptions Receivable [Member] | Treasury Stock [Member] | Accumulated Deficit [Member] |
Balance (in shares) at Dec. 31, 2021 | 393,898,884 | 134,806,051 | ||||
Balance at Dec. 31, 2021 | $ (117,089) | $ 394 | $ 231,249 | $ (30) | $ (500) | $ (348,202) |
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 | (125,311) | $ 394 | 231,249 | (30) | $ (500) | (356,424) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net loss | (13,714) | (13,714) | ||||
Balance (in shares) at Dec. 31, 2023 | 393,898,884 | 134,806,051 | ||||
Balance at Dec. 31, 2023 | $ (139,025) | $ 394 | $ 231,249 | $ (30) | $ (500) | $ (370,138) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities: | ||
Net loss | $ (13,714) | $ (8,222) |
Net loss from discontinued operations | (4,052) | (189) |
Net loss from continuing operations | (9,662) | (8,033) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities | ||
Depreciation and amortization | 35 | 168 |
Amortization of right-to-use assets | 623 | 941 |
Recovery of obsolete inventories | (144) | (565) |
Provision for losses on accounts receivable | (350) | 245 |
Loss on write down of right-of-use assets | 492 | 0 |
Forgiveness of PPP loan | 0 | (1,674) |
Other non-cash items | (23) | 373 |
Impairment of goodwill and intangible assets | 0 | 340 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (344) | 1,048 |
Inventories | 3,605 | (3,221) |
Prepaid expenses and other current assets | 3,002 | 685 |
Other assets | (10) | 0 |
Accounts payable | (406) | 180 |
Lease liabilities | (850) | (1,039) |
Accrued expenses and other current liabilities | 6,931 | 5,825 |
Net cash provided by (used in) continuing operation | 2,899 | (4,727) |
Net cash provided by discontinued operation | (2) | 414 |
Net cash provided by (used in) operating activities | 2,897 | (4,313) |
Cash flows from investing activities: | ||
Purchase of property and equipment | 0 | (99) |
Net cash used in continuing operation | 0 | (99) |
Net cash used in discontinued operation | 0 | 0 |
Net cash used in investing operation | 0 | (99) |
Cash flows from financing activities: | ||
Repayment of debt | (144) | 0 |
Net (repayment on) borrowings from revolving credit facility | (3,600) | 1,647 |
Net cash provided by continuing operation | (3,744) | 1,647 |
Net cash used in discontinued operations | 0 | 0 |
Net cash provided by (used in) financing activities | (3,744) | 1,647 |
Net decrease in cash | (847) | (2,765) |
Cash at the beginning of the year | 866 | 3,631 |
Cash at the end of the year | 19 | 866 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 1,852 | $ 1,434 |
Note 1 - Nature of Business
Note 1 - Nature of Business | 12 Months Ended |
Dec. 31, 2023 | |
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 performed services between private label distributors and contract manufacturers under the NutraScience Labs ( “NSL” NSL facilitated the contract manufacture of a variety of high-quality vitamin and supplement products, including but not limited to, immune support supplements, cognitive support products, prebiotics an probiotics, supplements for weight management, and sports nutrition supplements. Our role in th production of these products was to help our customers manufacture or reformulate dietary supplements for sale and distribution. We did this by working with contract manufacturers to build scientifically backed formulas for resale to our end customers. We also simplified the production process by providing quality control checks, storing inventory on site, labeling and designing finished products, and drop shipping finished products ready for sale to our end customers. We did not market these private label products, but rather sold the products to the customer, who was then responsible for the marketing, distribution, and sale to retailers or to their end customers. The services performed under NSL ceased with the abandonment of operations that began in July 2023. Going Concern The accompanying 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, 2023 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, 2023 19 Because of our history of operating losses and significant interest expense on our debt, we have a working capital deficiency of $140,136 at December 31, 2023 We also have $93,637 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, 2023 | |
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 606 Product sales are recorded net of variable considerations, such as provisions for returns, discounts and allowances. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. 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, 2023 December 31, 2022 Contract Liabilities - Customer Deposits $ 2,022 $ 1,856 Contract Liabilities - Guaranteed Returns 127 45 $ 2,149 $ 1,901 Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three Level 1 Level 2 1 Level 3 The Company did not have any financial instruments that are measured at fair value on a recurring basis as of December 31, 2023 2022 Accounts Receivable and Allowances Our allowance for trade receivables consists of two We estimate expected credit losses on our trade receivables in accordance with Accounting Standards Codification ( " " 326 Financial Instruments - Credit Losses 2023 We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. We pool our trade receivables by type, wholesalers and retailers. Our historical credit loss experience provides the basis for our estimation of expected credit losses. We use a two We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of December 31, 2023 2,036 1,348 December 31, 2022 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. Discontinued operations We report financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal meets the criteria for classification as a discontinued operation in accordance with ASC Subtopic 205 20 205 20 8 Leases The Company accounts for leases in accordance with ASC 842 Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 Intangible Assets Intangible assets consist primarily of trademarks, which are amortized on a straight-line basis over their indefinite useful lives. 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 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, 2023 and 2022 and $ , respectively. There was impairment recorded in the years ended December 31, 2023 and 2022 pectively (s e 5 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 $ 266 2023 2022 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 $ 802 2023 2022 Research and Development Costs Research and development costs are expensed as incurred. We did not incur research and development costs in 2023 2022 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. Net Income (Loss) per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. 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, 2023 2022 Numerator: $ $ Net loss from continuing operation (9,662 ) (8,033 ) Net loss from discontinued operation, net of income taxes (4,052 ) (189 ) Net loss $ (13,714 ) $ (8,222 ) Denominator: Weighted-average number of common shares - Basic 259,092,833 259,092,833 Weighted-average number of common shares - Diluted 259,092,833 259,092,833 Net loss per common share: Basic EPS $ (0.05 ) $ (0.03 ) Diluted EPS $ (0.05 ) $ (0.03 ) 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 31% and 21% of total consolidated sales in 2023 2022 2023 2022 December 31, 2023 2022 Our two major vendors accounted for 18% and 36% of purchases for the year ended December 31, 2023 2022 December 31, 2023 2022 A single customer represents 3% and 2% of total accounts receivable as of December 31, 2023 December 31, 2022 Accounting Pronouncements - Adopted In March 2020, the FASB issued ASU 2020 04 848 Financial Reporting. ASU 2020 04 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 discontinued. We adopted this ASU prospectively on December 14, 2022, on one to transition from LIBOR SOFR In June 2016, the FASB issued ASU 2016 13 Financial Instruments- Credit losses (Topic 326 2016 13 Accounting Pronouncements - Not Yet Adopted Although |
Note 3 - Inventories, net
Note 3 - Inventories, net | 12 Months Ended |
Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 3 – Inventories, net Inventories, net consisted of the following from continuing operations: December 31, 2023 December 31, 2022 Raw materials $ 119 $ 377 Finished goods 3,362 6,710 3,481 7,087 Reserve for obsolete inventory (79 ) (223 ) Inventories, net $ 3,402 $ 6,864 Inventories, net consisted of the following from discontinued operations: December 31, 2023 December 31, 2022 Raw materials $ - $ 529 Finished goods - 2,014 - 2,543 Reserve for obsolete inventory - - Inventories, net $ - $ 2,543 |
Note 4 - Property and Equipment
Note 4 - Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment, Net Property and equipment, net consisted of the following from continuing operations: December 31, 2023 December 31, 2022 Computers and other 54 34 54 34 Accumulated depreciation and amortization (45 ) (15 ) Property and equipment, net $ 9 $ 19 Property and equipment, net consisted of the following from discontinued operations: December 31, 2023 December 31, 2022 Machinery and equipment $ - $ 124 Leasehold improvements - 118 Computers and other - 34 - 276 Accumulated depreciation and amortization - (108 ) Property and equipment, net $ - $ 168 Depreciation and amortization expense totaled $38 and $52 in 2023 2022 |
Note 5 - Intangible Assets
Note 5 - Intangible Assets | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Goodwill | Note 5 – Intangible Assets Intangible assets consisted of the following: December 31, 2023 December 31, 2022 Trademarks $ 4,739 $ 4,739 Indefinite-lived intangible assets 120 120 Customer relationships 6,023 6,023 10,882 10,882 Accumulated amortization (10,762 ) (10,762 ) Intangible assets, net $ 120 $ 120 Trademarks are amortized over periods ranging from 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 $0 and $116 for 2023 2022 All intangible assets have been fully amortized as of December 31, 2023 During the fourth quarter of fiscal 2022 zero 2023 During the fourth quarter of fiscal 2022 , we completed our annual impairment test of goodwill and intangible assets and we recognized impairment of $340 . Due to the nature and size of our remaining assets, annual impairment testing was not performed in 2023 |
Note 6 - Debt
Note 6 - Debt | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | Note 6 – Debt Debt consisted of the following: December 31, December 31, 2023 2022 Related Party Debt: July 2014 note payable to Little Harbor, LLC $ 3,267 $ 3,267 July 2016 note payable to Little Harbor, LLC 4,770 4,770 January 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 March 2016 note payable to Great Harbor Capital, LLC 7,000 7,000 December 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 August 2017 note payable to Great Harbor Capital, LLC 3,000 3,000 February 2018 note payable to Great Harbor Capital, LLC 2,000 2,000 July 2018 note payable to Great Harbor Capital, LLC 5,000 5,000 November 2018 note payable to Great Harbor Capital, LLC 4,000 4,000 February 2020 note payable to Great Harbor Capital, LLC 2,500 2,500 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 February 2020 note payable to Golisano Holdings LLC 2,500 2,500 November 2014 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 8,000 8,000 January 2015 note payable to Golisano Holdings LLC formerly payable to JL-BBNC Mezz Utah, LLC 5,000 5,000 February 2015 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 1,999 1,999 Macatawa Bank 14,884 15,000 Total related party debt 90,957 91,073 Senior Credit Facility with Midcap 2,680 6,308 May 2020 Note Payable to Fifth Third Bank, N.A. - - Total debt 93,637 97,381 Less current portion 93,637 97,381 Long-term debt $ - $ - Future aggregate maturities of debt that have maturities beyond 2023 2023 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 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 7 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 7 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 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 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 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 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 February 2015 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.) On February 6, 2015, we raised proceeds of $1,999, 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 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 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 Mr. B. Thomas one 463 463 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 - December 31, 2023 In connection with the Term Loan, 463 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 7 On January 22, 2019, we entered into Amendment Sixteen 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 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 We have incurred loan fees totaling $ 540 4,276 December 31, 2023 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. 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, 2023 for lack of compliance with the EBITDA-related financial covenant of the debt amount due to MidCap December 31, 2023 |
Note 7 - Warrants and Registrat
Note 7 - Warrants and Registration Rights Agreements | 12 Months Ended |
Dec. 31, 2023 | |
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, 2023 two Shares Weighted Average Underlying Warrants Exercise Price Outstanding, December 31, 2021 4,500,000 $ 0.01 Granted - - Canceled / Expired - - Exercised - - Outstanding, December 31, 2022 4,500,000 $ 0.01 Granted - - Canceled / Expired - - Exercised - - Outstanding, December 31, 2023 4,500,000 $ 0.01 GH Warrants In connection with the July 2018 GH Note, we issued GH a warrant to purchase an aggregate of 2,500,000 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, 2023 6 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 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 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 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 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 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 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 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 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 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 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 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). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Little Harbor July 2016 Warrant. The Little Harbor July 2016 Warrant expired unexercised |
Note 8 - Discontinued Operation
Note 8 - Discontinued Operations | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Note 8 Throughout Q 3 23 1,220 The major classes of assets and liabilities of our discontinued operations as reported on the Balance Sheet are as follows: December 31, 2022 Carrying amounts of assets associated with NutraScience Labs included as part of discontinued operations: Cash and cash equivalents $ 1 Accounts receivable, net 2,888 Inventories, net 2,544 Prepaid expenses 439 Current assets of discontinued operations $ 5,872 Property and equipment, net $ 168 Right of use assets, net 1,220 Deposits and other assets 47 Non-current assets of discontinued operations $ 1,435 Carrying amounts of liabilities associated with NutraScience Labs included as part of discontinued operations: Accounts payable $ 4,134 Accrued expenses 2,081 Short-term operating lease liabilities 315 Current liabilities of discontinued operations $ 6,530 Long-term operating lease liabilities - Non-current liabilities of discontinued operations $ - The operating results of our discontinued operations December 31, 2023 2022 Net sales $ 7,106 $ 35,376 Cost of sales (6,796 ) (29,217 ) Operating costs and expense (4,362 ) (6,348 ) Income (loss) from discontinued operations before Provision for income taxes (4,052 ) (189 ) Provision expense (benefit) for income taxes - - Income (loss) from discontinued operations, net of tax $ (4,052 ) $ (189 ) |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2023 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 9 – Stockholders’ Deficit Preferred Stock The Company No Twinlab Consolidation Corporation 2013 Stock Incentive Plan The Twinlab 2013 The restricted stock unit awards vested 25% each annually on various dates through 2019 December 31, 2023 December 31, 2022 December 31, 2023 Stock Subscription Receivable At December 31, 2023 |
Note 10 - Income Taxes
Note 10 - Income Taxes | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10 – Income Taxes Income tax provision consisted of the following for the years ended December 31, 2023 2022 December 31, 2023 December 31, 2022 Current: State $ (43 ) $ (25 ) Total current expense (43 ) (25 ) Deferred: Federal (1,177 ) 900 State (1,036 ) (416 ) Change in valuation allowance 2,213 (484 ) Total deferred expense - - Total income tax provision $ (43 ) $ (25 ) The income tax provision differs from the amount computed at federal statutory rates for the years ended December 31, 2023 2022 December 31, 2023 December 31, 2022 Effective rate reconciliation Computed Federal income tax benefit at the statutory rate $ 2,873 $ 1,723 State income taxes, net of federal benefit (843 ) (321 ) Federal NOL Expirations (4,280 ) - Change in valuation allowance 2,213 (484 ) Other (6 ) (943 ) Income tax provision $ (43 ) $ (25 ) Deferred tax assets (liabilities) are comprised of the following at December 31, 2023 2022 December 31, 2023 December 31, 2022 Deferred tax assets/(liabilities) Deferred tax assets: Net operating loss carryforwards $ 58,820 $ 61,053 Accruals and reserves 10,546 9,408 Depreciation and amortization 4,860 5,530 Indefinite-lived intangibles 2,191 2,877 Other 3,302 3,064 Total deferred tax assets 79,719 81,932 Less valuation allowance (79,719 ) (81,932 ) 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, 2023 2022 December 31, 2023 2022 484 We had federal net operating loss carryforwards of approximately $239 and state net operating loss carryforwards of approximately $175 at December 31, 2023 2023 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, 2023 2022 no The Company files U.S. and state income tax returns in jurisdictions with various statutes of limitations. The 2020 through 2022 December 31, 2023 |
Note 11 - Commitments and Conti
Note 11 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11 – 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 7 Certain of these leases also include renewal options at the election of the Company to renew or extend the lease for an additional 2 5 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 re-measured at that time and as a result, the Company recorded an impairment loss of $373 in general and administrative expenses. As of December 31, 2023 For the year ended December 31, 2023 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, 2022 In September 2023, the Company amended one The lease agreement for 18,700 square feet of office space in Farmingdale, New York used by NutraScience Labs as its corporate office commenced on June 2, 2017 and was surrendered to the landlord, as part of the abandonment of operations, on May 12, 2023. A loss of $20 was recorded in general and administrative expenses. The lease agreement for 13,500 square feet of office space in Hauppauge, New York used by NutraScience labs as its secondary office space and warehouse commenced on May 1, 2021 and was forfeited to the landlord, as part of the abandonment of operations, on September 30, 2023. A loss of $454 was recorded in general and administrative expenses. As of December 31, 2023 2024 $ 1,650 2025 1,136 2026 952 2027 306 Total lease payments 4,044 Less: imputed interest (421 ) Present value of lease liabilities $ 3,623 Included below is other information regarding leases for the year ended December 31, 2023 For the Year Ended December 31, 2023 Sublease income $ (653 ) Cash paid for operating leases $ 1,368 Weighted average remaining lease term (years) - operating leases 3.1 Weighted average discount rate – operating leases 8.3 % Employee Agreements We have entered into employment agreements with certain members of management. The terms of each agreement are different. However, one |
Note 12 - Related Party Transac
Note 12 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12 – Related Party Transactions See Note 6 7 We had sales of $ 632 2023 2022 |
Insider Trading Arrangements
Insider Trading Arrangements | 12 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual [Table] | |
Rule 10b5-1 Arrangement Adopted [Flag] | false |
Non-Rule 10b5-1 Arrangement Adopted [Flag] | false |
Rule 10b5-1 Arrangement Terminated [Flag] | false |
Non-Rule 10b5-1 Arrangement Terminated [Flag] | false |
Note 2 - Summary of Significa_2
Note 2 - Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
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 | Revenue Recognition The Company recognizes revenue based on a five 606 Product sales are recorded net of variable considerations, such as provisions for returns, discounts and allowances. We account for shipping and handling costs as costs to fulfill a contract and not as performance obligations to our customers. |
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, 2023 December 31, 2022 Contract Liabilities - Customer Deposits $ 2,022 $ 1,856 Contract Liabilities - Guaranteed Returns 127 45 $ 2,149 $ 1,901 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into three Level 1 Level 2 1 Level 3 The Company did not have any financial instruments that are measured at fair value on a recurring basis as of December 31, 2023 2022 |
Accounts Receivable and Allowances | Accounts Receivable and Allowances Our allowance for trade receivables consists of two We estimate expected credit losses on our trade receivables in accordance with Accounting Standards Codification ( " " 326 Financial Instruments - Credit Losses 2023 We measure the allowance for credit losses on trade receivables on a collective (pool) basis when similar risk characteristics exist. We pool our trade receivables by type, wholesalers and retailers. Our historical credit loss experience provides the basis for our estimation of expected credit losses. We use a two We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of December 31, 2023 2,036 1,348 December 31, 2022 |
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. |
Discontinued operations | Discontinued operations We report financial results for discontinued operations separately from continuing operations to distinguish the financial impact of disposal transactions from ongoing operations. Discontinued operations reporting occurs only when the disposal meets the criteria for classification as a discontinued operation in accordance with ASC Subtopic 205 20 205 20 8 |
Leases | Leases The Company accounts for leases in accordance with ASC 842 Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company uses its estimated incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments. The operating lease ROU asset also includes any upfront lease payments made and excludes lease incentives and initial direct costs incurred. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. Leases with a term of 12 |
Intangible Assets | Intangible Assets Intangible assets consist primarily of trademarks, which are amortized on a straight-line basis over their indefinite useful lives. 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 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, 2023 and 2022 and $ , respectively. There was impairment recorded in the years ended December 31, 2023 and 2022 pectively (s e 5 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 $ 266 2023 2022 |
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 $ 802 2023 2022 |
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 2023 2022 |
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. |
Net Income (Loss) per Common Share | Net Income (Loss) per Common Share Basic net income or loss per common share (Basic EPS) is computed by dividing net income or loss by the weighted average number of common shares outstanding. Diluted net income or loss per common share (Diluted EPS) is computed by dividing net income or loss by the sum of the weighted average number of common shares outstanding and the dilutive potential common shares then outstanding. Potential dilutive common share equivalents consist of total shares issuable upon the exercise of outstanding stock options and warrants to acquire common stock using the treasury stock method and the average market price per share during the period. 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, 2023 2022 Numerator: $ $ Net loss from continuing operation (9,662 ) (8,033 ) Net loss from discontinued operation, net of income taxes (4,052 ) (189 ) Net loss $ (13,714 ) $ (8,222 ) Denominator: Weighted-average number of common shares - Basic 259,092,833 259,092,833 Weighted-average number of common shares - Diluted 259,092,833 259,092,833 Net loss per common share: Basic EPS $ (0.05 ) $ (0.03 ) Diluted EPS $ (0.05 ) $ (0.03 ) |
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 31% and 21% of total consolidated sales in 2023 2022 2023 2022 December 31, 2023 2022 Our two major vendors accounted for 18% and 36% of purchases for the year ended December 31, 2023 2022 December 31, 2023 2022 A single customer represents 3% and 2% of total accounts receivable as of December 31, 2023 December 31, 2022 |
Accounting Pronouncements - Adopted | Accounting Pronouncements - Adopted In March 2020, the FASB issued ASU 2020 04 848 Financial Reporting. ASU 2020 04 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 discontinued. We adopted this ASU prospectively on December 14, 2022, on one to transition from LIBOR SOFR In June 2016, the FASB issued ASU 2016 13 Financial Instruments- Credit losses (Topic 326 2016 13 Accounting Pronouncements - Not Yet Adopted Although |
Note 2 - Summary of Significa_3
Note 2 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of contract liabilities | Contract Liabilities December 31, 2023 December 31, 2022 Contract Liabilities - Customer Deposits $ 2,022 $ 1,856 Contract Liabilities - Guaranteed Returns 127 45 $ 2,149 $ 1,901 |
Schedule of computation of basic and diluted net loss per share | For the Years Ended December 31, 2023 2022 Numerator: $ $ Net loss from continuing operation (9,662 ) (8,033 ) Net loss from discontinued operation, net of income taxes (4,052 ) (189 ) Net loss $ (13,714 ) $ (8,222 ) Denominator: Weighted-average number of common shares - Basic 259,092,833 259,092,833 Weighted-average number of common shares - Diluted 259,092,833 259,092,833 Net loss per common share: Basic EPS $ (0.05 ) $ (0.03 ) Diluted EPS $ (0.05 ) $ (0.03 ) |
Note 3 - Inventories, net (Tabl
Note 3 - Inventories, net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Continuing Operations [Member] | |
Inventory [Line Items] | |
Schedule of Inventories, net | December 31, 2023 December 31, 2022 Raw materials $ 119 $ 377 Finished goods 3,362 6,710 3,481 7,087 Reserve for obsolete inventory (79 ) (223 ) Inventories, net $ 3,402 $ 6,864 |
Discontinued Operations [Member] | |
Inventory [Line Items] | |
Schedule of Inventories, net | December 31, 2023 December 31, 2022 Raw materials $ - $ 529 Finished goods - 2,014 - 2,543 Reserve for obsolete inventory - - Inventories, net $ - $ 2,543 |
Note 4 - Property and Equipme_2
Note 4 - Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Continuing Operations [Member] | |
Property and Equipment, Net | |
Schedule of property and equipment, net | December 31, 2023 December 31, 2022 Computers and other 54 34 54 34 Accumulated depreciation and amortization (45 ) (15 ) Property and equipment, net $ 9 $ 19 |
Discontinued Operations [Member] | |
Property and Equipment, Net | |
Schedule of property and equipment, net | December 31, 2023 December 31, 2022 Machinery and equipment $ - $ 124 Leasehold improvements - 118 Computers and other - 34 - 276 Accumulated depreciation and amortization - (108 ) Property and equipment, net $ - $ 168 |
Note 5 - Intangible Assets (Tab
Note 5 - Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets and goodwill | December 31, 2023 December 31, 2022 Trademarks $ 4,739 $ 4,739 Indefinite-lived intangible assets 120 120 Customer relationships 6,023 6,023 10,882 10,882 Accumulated amortization (10,762 ) (10,762 ) Intangible assets, net $ 120 $ 120 |
Note 6 - Debt (Tables)
Note 6 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of debt | December 31, December 31, 2023 2022 Related Party Debt: July 2014 note payable to Little Harbor, LLC $ 3,267 $ 3,267 July 2016 note payable to Little Harbor, LLC 4,770 4,770 January 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 March 2016 note payable to Great Harbor Capital, LLC 7,000 7,000 December 2016 note payable to Great Harbor Capital, LLC 2,500 2,500 August 2017 note payable to Great Harbor Capital, LLC 3,000 3,000 February 2018 note payable to Great Harbor Capital, LLC 2,000 2,000 July 2018 note payable to Great Harbor Capital, LLC 5,000 5,000 November 2018 note payable to Great Harbor Capital, LLC 4,000 4,000 February 2020 note payable to Great Harbor Capital, LLC 2,500 2,500 January 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2016 note payable to Golisano Holdings LLC 7,000 7,000 July 2016 note payable to Golisano Holdings LLC 4,770 4,770 December 2016 note payable to Golisano Holdings LLC 2,500 2,500 March 2017 note payable to Golisano Holdings LLC 3,267 3,267 February 2018 note payable to Golisano Holdings LLC 2,000 2,000 February 2020 note payable to Golisano Holdings LLC 2,500 2,500 November 2014 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 8,000 8,000 January 2015 note payable to Golisano Holdings LLC formerly payable to JL-BBNC Mezz Utah, LLC 5,000 5,000 February 2015 note payable to Golisano Holdings LLC formerly payable to Penta Mezzanine SBIC Fund I, L.P. 1,999 1,999 Macatawa Bank 14,884 15,000 Total related party debt 90,957 91,073 Senior Credit Facility with Midcap 2,680 6,308 May 2020 Note Payable to Fifth Third Bank, N.A. - - Total debt 93,637 97,381 Less current portion 93,637 97,381 Long-term debt $ - $ - |
Note 7 - Warrants and Registr_2
Note 7 - Warrants and Registration Rights Agreements (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of warrants | Shares Weighted Average Underlying Warrants Exercise Price Outstanding, December 31, 2021 4,500,000 $ 0.01 Granted - - Canceled / Expired - - Exercised - - Outstanding, December 31, 2022 4,500,000 $ 0.01 Granted - - Canceled / Expired - - Exercised - - Outstanding, December 31, 2023 4,500,000 $ 0.01 |
Note 8 - Discontinued Operati_2
Note 8 - Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of major classes of assets and liabilities of discontinued operations as reported on the Balance Sheet | The major classes of assets and liabilities of our discontinued operations as reported on the Balance Sheet are as follows: December 31, 2022 Carrying amounts of assets associated with NutraScience Labs included as part of discontinued operations: Cash and cash equivalents $ 1 Accounts receivable, net 2,888 Inventories, net 2,544 Prepaid expenses 439 Current assets of discontinued operations $ 5,872 Property and equipment, net $ 168 Right of use assets, net 1,220 Deposits and other assets 47 Non-current assets of discontinued operations $ 1,435 Carrying amounts of liabilities associated with NutraScience Labs included as part of discontinued operations: Accounts payable $ 4,134 Accrued expenses 2,081 Short-term operating lease liabilities 315 Current liabilities of discontinued operations $ 6,530 Long-term operating lease liabilities - Non-current liabilities of discontinued operations $ - |
Schedule of operating results of discontinued operations | The operating results of our discontinued operations December 31, 2023 2022 Net sales $ 7,106 $ 35,376 Cost of sales (6,796 ) (29,217 ) Operating costs and expense (4,362 ) (6,348 ) Income (loss) from discontinued operations before Provision for income taxes (4,052 ) (189 ) Provision expense (benefit) for income taxes - - Income (loss) from discontinued operations, net of tax $ (4,052 ) $ (189 ) |
Note 10 - Income Taxes (Tables)
Note 10 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | December 31, 2023 December 31, 2022 Current: State $ (43 ) $ (25 ) Total current expense (43 ) (25 ) Deferred: Federal (1,177 ) 900 State (1,036 ) (416 ) Change in valuation allowance 2,213 (484 ) Total deferred expense - - Total income tax provision $ (43 ) $ (25 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | December 31, 2023 December 31, 2022 Effective rate reconciliation Computed Federal income tax benefit at the statutory rate $ 2,873 $ 1,723 State income taxes, net of federal benefit (843 ) (321 ) Federal NOL Expirations (4,280 ) - Change in valuation allowance 2,213 (484 ) Other (6 ) (943 ) Income tax provision $ (43 ) $ (25 ) |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2023 December 31, 2022 Deferred tax assets/(liabilities) Deferred tax assets: Net operating loss carryforwards $ 58,820 $ 61,053 Accruals and reserves 10,546 9,408 Depreciation and amortization 4,860 5,530 Indefinite-lived intangibles 2,191 2,877 Other 3,302 3,064 Total deferred tax assets 79,719 81,932 Less valuation allowance (79,719 ) (81,932 ) Net deferred tax assets $ - $ - |
Note 11 - Commitments and Con_2
Note 11 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lessee, Operating Lease, Liability, Maturity [Table Text Block] | 2024 $ 1,650 2025 1,136 2026 952 2027 306 Total lease payments 4,044 Less: imputed interest (421 ) Present value of lease liabilities $ 3,623 |
Lease, Cost [Table Text Block] | For the Year Ended December 31, 2023 Sublease income $ (653 ) Cash paid for operating leases $ 1,368 Weighted average remaining lease term (years) - operating leases 3.1 Weighted average discount rate – operating leases 8.3 % |
Note 1 - Nature of Business (De
Note 1 - Nature of Business (Details Textual) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Accumulated deficit | $ (370,138) | $ (356,424) |
Working Capital Deficiency | 140,136 | |
Long-term Debt, Current Maturities, Total | $ 93,637 | $ 97,381 |
Note 2 - Summary of Significa_4
Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) item | |
Revenue, Major Customer [Line Items] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 2,036 | $ 1,546 |
Allowance for Accounts Receivable, Current, Doubtful Accounts | 1,348 | 534 |
Indefinite-lived intangible assets | 120 | 120 |
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 0 | 0 |
Cost of Goods and Services Sold, Total | $ 8,605 | $ 9,024 |
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 | 31% | 21% |
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 | 15% | 8% |
Accounts Receivable [Member] | Top Three Customers [Member] | Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 33% | 28% |
Accounts Receivable [Member] | One of Top Three Customers [Member] | Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 3% | 2% |
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 | 18% | 36% |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Three [Member] | ||
Revenue, Major Customer [Line Items] | ||
Concentration Risk, Percentage | 8% | 11% |
Selling, General and Administrative Expenses [Member] | ||
Revenue, Major Customer [Line Items] | ||
Advertising Expense | $ 802 | $ 2,184 |
Shipping and Handling [Member] | ||
Revenue, Major Customer [Line Items] | ||
Cost of Goods and Services Sold, Total | $ 266 | $ 1,454 |
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, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | ||
Contract Liabilities - Customer Deposits | $ 2,022 | $ 1,856 |
Contract Liabilities - Guaranteed Returns | 127 | 45 |
Contract Liabilities | $ 2,149 | $ 1,901 |
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, 2023 | Dec. 31, 2022 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 13,617 | $ 17,208 |
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, 2023 | Dec. 31, 2022 | |
Numerator: | ||
Net income (loss) from continuing operation | $ (9,662) | $ (8,033) |
Net loss from discontinued operations, net of income taxes | (4,052) | (189) |
Net (loss) | $ (13,714) | $ (8,222) |
Denominator: | ||
Weighted-average number of common shares - Basic | 259,092,833 | 259,092,833 |
Weighted-average number of common shares - Diluted | 259,092,833 | 259,092,833 |
Net (loss) per common share: | ||
Basic (in dollars per share) | $ (0.05) | $ (0.03) |
Diluted (in dollars per share) | $ (0.05) | $ (0.03) |
Note 3 - Inventories, net (Deta
Note 3 - Inventories, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Inventories, net | $ 3,402 | $ 6,864 |
Continuing Operations [Member] | ||
Inventory [Line Items] | ||
Raw materials | 119 | 377 |
Finished goods | 3,362 | 6,710 |
Inventory, Gross, Total | 3,481 | 7,087 |
Reserve for obsolete inventory | (79) | (223) |
Inventories, net | 3,402 | 6,864 |
Discontinued Operations [Member] | ||
Inventory [Line Items] | ||
Raw materials | 0 | 529 |
Finished goods | 0 | 2,014 |
Inventory, Gross, Total | 0 | 2,543 |
Reserve for obsolete inventory | 0 | 0 |
Inventories, net | $ 0 | $ 2,543 |
Note 4 - Property and Equipme_3
Note 4 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation and amortization expense | $ 38 | $ 52 |
Note 4 - Property and Equipme_4
Note 4 - Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property and Equipment, Net | ||
Property and equipment, net | $ 9 | $ 19 |
Continuing Operations [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | 54 | 34 |
Accumulated depreciation and amortization | (45) | (15) |
Property and equipment, net | 9 | 19 |
Discontinued Operations [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | 0 | 276 |
Accumulated depreciation and amortization | 0 | (108) |
Property and equipment, net | 0 | 168 |
Machinery and equipment [Member] | Discontinued Operations [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | 0 | 124 |
Leasehold improvements [Member] | Discontinued Operations [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | 0 | 118 |
Computers and other [Member] | Continuing Operations [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | 54 | 34 |
Computers and other [Member] | Discontinued Operations [Member] | ||
Property and Equipment, Net | ||
Property, plant and equipment | $ 0 | $ 34 |
Note 5 - Intangible Assets (Det
Note 5 - Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets, Total | $ 0 | $ 116 | |
Goodwill and Intangible Asset Impairment, Total | 0 | $ 340 | |
NutraScience Labs, Inc. [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill and Intangible Asset Impairment, Total | $ 340 | $ 0 | |
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 - Su
Note 5 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | $ 120 | $ 120 |
Intangible assets, gross | 10,882 | 10,882 |
Accumulated amortization | (10,762) | (10,762) |
Intangible assets, net | 120 | 120 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | 4,739 | 4,739 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets | $ 6,023 | $ 6,023 |
Note 6 - Debt (Details Textual)
Note 6 - Debt (Details Textual) - USD ($) $ in Thousands | 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 | Feb. 06, 2015 | Jan. 22, 2015 | Nov. 13, 2014 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Mar. 08, 2017 | Feb. 04, 2015 | |
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Total | $ 93,637 | $ 97,381 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,500,000 | 4,500,000 | 4,500,000 | |||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 0 | $ 1,674 | ||||||||||||||||||||||||
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 | |||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 500,000 | |||||||||||||||||||||||||
Debt Instrument, Term (Year) | 3 years | 3 years | ||||||||||||||||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 12,000 | $ 5,000 | $ 17,000 | $ 15,000 | ||||||||||||||||||||||
Line of Credit Facility, Potential Maximum Borrowing Capacity | $ 20,000 | |||||||||||||||||||||||||
Percentage of Unused Line Fee Per Month | 0.50% | |||||||||||||||||||||||||
Percentage of Management Fee Per Month | 1.20% | |||||||||||||||||||||||||
Line of Credit Facility, Expiration Period (Year) | 2 years | |||||||||||||||||||||||||
Debt Instrument, Fee Amount | 540 | |||||||||||||||||||||||||
Long-term Line of Credit, Total | 4,276 | |||||||||||||||||||||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.375% | |||||||||||||||||||||||||
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | Base Rate [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR | |||||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5% | |||||||||||||||||||||||||
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Total | 3,000 | 3,000 | ||||||||||||||||||||||||
Minimum Liquidity | $ 1,000 | |||||||||||||||||||||||||
Paycheck Protection Program CARES Act [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1% | |||||||||||||||||||||||||
Debt Instrument, Term (Year) | 2 years | 2 years | ||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 1,674 | |||||||||||||||||||||||||
Percentage of Forgiveness for Loan | 100% | |||||||||||||||||||||||||
Gain (Loss) on Extinguishment of Debt | $ 1,674 | |||||||||||||||||||||||||
Senior Credit Facility With Midcap [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Total | 2,680 | $ 6,308 | ||||||||||||||||||||||||
Long-term Line of Credit, Total | $ 2,680 | |||||||||||||||||||||||||
Great Harbor Capital, LLC [Member] | November 2018 GH Note [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 | |||||||||||||||||||||||||
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 | Oct. 22, 2021 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 1,999 | |||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | $ 8,000 | ||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 4,960,740 | |||||||||||||||||||||||||
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 | 2,329,400 | ||||||||||||||||||||||||
Golisano Holdings LLC [Member] | Warrants issued on February 04, 2015 [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 434,809 | |||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Great Harbor Capital, LLC [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | 8.50% | ||||||||||||||||||||
Debt Instrument, 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 | |||||||||||||||||||||
Debt Instrument, Date of First Required Payment | Oct. 22, 2021 | |||||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 292 | $ 104 | ||||||||||||||||||||||||
Proceeds from Notes Payable, Total | $ 5,000 | |||||||||||||||||||||||||
Notes Payable, Other Payables [Member] | Little Harbor [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Long-term Debt, Total | $ 3,267 | |||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||||||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 8.50% | |||||||||||||||||||||||||
Debt Instrument, Maturity Date | Oct. 22, 2021 | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 4,770 | |||||||||||||||||||||||||
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] | 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 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 | Oct. 22, 2021 | |||||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,267 | $ 2,500 | $ 7,000 | $ 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 | |||||||||||||||||||||||||
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 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% |
Note 6 - Debt - Summary of Debt
Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total debt | $ 93,637 | $ 97,381 |
Less current portion | 93,637 | 97,381 |
Long-term debt | 0 | 0 |
Related Party July 2014 Note Payable to Little Harbor, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,267 | 3,267 |
Related Party Debt July 2016 Note Payable to Little Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,770 | 4,770 |
Related-Party Debt January 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt March 2016 Note Payable to Great Harbor Capital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7,000 | 7,000 |
Related-Party Debt December 2016 Note Payable to Great Harbor Hospital, LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related Party August 2017 Note Payable to Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,000 | 3,000 |
Related Party February 2018 Note Payable to Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,000 | 2,000 |
Related Party July 2018 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 5,000 | 5,000 |
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,000 | 4,000 |
Related Party February 2020 Note Payable To Great Harbor LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt January 2016 Note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-Party Debt March 2016 note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 7,000 | 7,000 |
Related Part Debt July 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 4,770 | 4,770 |
Related Part Debt December 2016 Note Payable To Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related-party Debt March 2017 Note payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,267 | 3,267 |
Related Party February 2018 Note Payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,000 | 2,000 |
Related Party February 2020 Note Payable to Golisano Holdings LLC [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,500 | 2,500 |
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 8,000 | 8,000 |
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 5,000 | 5,000 |
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 1,999 | 1,999 |
Macatawa Bank [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 14,884 | 15,000 |
Related Party Debt [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 90,957 | 91,073 |
Senior Credit Facility With Midcap [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 2,680 | 6,308 |
May 2020 Note Payable to Fifth Third Bank, N.A. [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 0 | $ 0 |
Note 7 - Warrants and Registr_3
Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |||||||||||||||
Feb. 13, 2020 | Aug. 30, 2017 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Nov. 05, 2018 | Jul. 31, 2018 | Feb. 06, 2018 | Mar. 17, 2017 | Dec. 31, 2016 | Jul. 31, 2016 | Jul. 21, 2016 | Mar. 21, 2016 | Jan. 28, 2016 | 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 | 4,500,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||||||
Class of Warrant or Right, Exercised During Period, Number of Securities Called by Warrants or Rights (in shares) | 0 | 0 | ||||||||||||||
Related Party November 2018 Note Payable To Great Harbor LLC [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,214 | |||||||||||||||
July 2018 GH Warrant [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,500,000 | |||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,500,000 | |||||||||||||||
Debt Instrument, Unamortized Discount, Total | $ 1,479 | |||||||||||||||
November 2018 Great Harbor Warrant [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,000,000 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 2,000,000 | |||||||||||||||
Escrow Warrants [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Class of Warrant or Right, Outstanding (in shares) | 3,636,364 | |||||||||||||||
January 2016 Golisano 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 | |||||||||||||||
March 2016 Golisano 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 | |||||||||||||||
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 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 2,168,178 | |||||||||||||||
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 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,136,363 | |||||||||||||||
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] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 2,168,178 | |||||||||||||||
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) | 2,168,178 | |||||||||||||||
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 | |||||||||||||||
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 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,136,363 | |||||||||||||||
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, Exercised During Period (in shares) | 0 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,363,636 | |||||||||||||||
Golisano LLC 2018 Warrant [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,818,182 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,818,182 | |||||||||||||||
February 2018 GH Warrant [Member] | ||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ 0.01 | |||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance (in shares) | 1,818,182 | |||||||||||||||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares) | 1,818,182 | |||||||||||||||
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) | 4,960,740 | |||||||||||||||
Number of Warrants Expired (in shares) | 434,809 | |||||||||||||||
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 | 2,329,400 |
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, 2023 | Dec. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | ||
Outstanding, beginning balance (in shares) | 4,500,000 | 4,500,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.01 | $ 0.01 |
Granted (in shares) | 0 | 0 |
Granted, weighted average exercise price (in dollars per share) | $ 0 | $ 0 |
Canceled / Expired (in shares) | 0 | 0 |
Canceled / expired, weighted average exercise price (in dollars per share) | $ 0 | $ 0 |
Exercised (in shares) | 0 | 0 |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | $ 0 |
Outstanding, ending balance (in shares) | 4,500,000 | 4,500,000 |
Outstanding, weighted average exercise price (in dollars per share) | $ 0.01 | $ 0.01 |
Note 8 - Discontinued Operati_3
Note 8 - Discontinued Operations (Details Textuals) $ in Thousands | 3 Months Ended |
Sep. 30, 2023 USD ($) | |
NutraScience Labs (“NSL”) operations | Discontinued Operations [Member] | |
Discontinued Operations | |
Loss on disposal | $ (1,220) |
Note 8 - Discontinued Operati_4
Note 8 - Discontinued Operations - Schedule of major classes of assets and liabilities of discontinued operations as reported on the Balance Sheet (Details 1) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Carrying amounts of assets associated with NutraScience Labs included as part of discontinued operations: | ||
Current assets of discontinued operations | $ 0 | $ 5,872 |
Non-current assets of discontinued operations | 0 | 1,435 |
Carrying amounts of liabilities associated with NutraScience Labs included as part of discontinued operations: | ||
Current liabilities of discontinued operations | 0 | 6,530 |
Non-current liabilities of discontinued operations | $ 0 | 947 |
NutraScience Labs (“NSL”) operations | Discontinued Operations [Member] | ||
Carrying amounts of assets associated with NutraScience Labs included as part of discontinued operations: | ||
Cash and cash equivalents | 1 | |
Accounts receivable, net | 2,888 | |
Inventories, net | 2,544 | |
Prepaid expenses | 439 | |
Current assets of discontinued operations | 5,872 | |
Property and equipment, net | 168 | |
Right-of-use assets | 1,220 | |
Deposits and other assets | 47 | |
Non-current assets of discontinued operations | 1,435 | |
Carrying amounts of liabilities associated with NutraScience Labs included as part of discontinued operations: | ||
Accounts payable | 4,134 | |
Accrued expenses | 2,081 | |
Short-term operating lease liabilities | 315 | |
Current liabilities of discontinued operations | 6,530 | |
Long-term operating lease liabilities | 0 | |
Non-current liabilities of discontinued operations | $ 0 |
Note 8 - Discontinued Operati_5
Note 8 - Discontinued Operations - Schedule of operating results of discontinued operations (Details 2 ) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Discontinued Operations, Statements of Operations Disclosures | ||
Operating results of our discontinued operations | Net loss from discontinued operations, net of income taxes | |
NutraScience Labs (“NSL”) operations | Discontinued Operations [Member] | ||
Discontinued Operations, Statements of Operations Disclosures | ||
Net sales | $ 7,106 | $ 35,376 |
Cost of sales | (6,796) | (29,217) |
Operating costs and expense | (4,362) | (6,348) |
Income (loss) from discontinued operations before Provision for income taxes | (4,052) | (189) |
Provision expense (benefit) for income taxes | 0 | 0 |
Income (loss) from discontinued operations, net of tax | $ (4,052) | $ (189) |
Note 9 - Stockholders' Deficit
Note 9 - Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
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 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Operating Loss Carryforwards [Line Items] | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 2,213 | $ (484) |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 0 | $ 0 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards, Total | $ 239 | |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Open Tax Year | 2020 2021 2022 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards, Total | $ 175 |
Note 10 - Income Taxes - Compon
Note 10 - Income Taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Current: | ||
State | $ (43) | $ (25) |
Total current expense | (43) | (25) |
Deferred: | ||
Federal | (1,177) | 900 |
State | (1,036) | (416) |
Change in valuation allowance | 2,213 | (484) |
Total deferred expense | 0 | 0 |
Income tax provision | $ (43) | $ (25) |
Note 10 - Income Taxes - Income
Note 10 - Income Taxes - Income Tax Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Effective rate reconciliation | ||
Computed Federal income tax benefit at the statutory rate | $ 2,873 | $ 1,723 |
State income taxes, net of federal benefit | (843) | (321) |
Federal NOL Expirations | (4,280) | 0 |
Change in valuation allowance | 2,213 | (484) |
Other | (6) | (943) |
Income tax provision | $ (43) | $ (25) |
Note 10 - Income Taxes - Deferr
Note 10 - Income Taxes - Deferred Tax Assets (Liabilities) (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 58,820 | $ 61,053 |
Accruals and reserves | 10,546 | 9,408 |
Depreciation and amortization | 4,860 | 5,530 |
Indefinite-lived intangibles | 2,191 | 2,877 |
Other | 3,302 | 3,064 |
Total deferred tax assets | 79,719 | 81,932 |
Less valuation allowance | (79,719) | (81,932) |
Net deferred tax assets | $ 0 | $ 0 |
Note 11 - Commitments and Con_3
Note 11 - Commitments and Contingencies (Details Textual) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
May 12, 2023 USD ($) ft² | Sep. 30, 2023 USD ($) ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Nov. 30, 2016 ft² | |
Lessee, Lease, Description [Line Items] | |||||
Lease, Cost, Total | $ 706 | $ 895 | |||
Variable Lease, Cost | 90 | $ 211 | |||
FLORIDA | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Renewal Term (Year) | 12 months | ||||
General and Administrative Expense [Member] | FLORIDA | |||||
Lessee, Lease, Description [Line Items] | |||||
Impairment loss | 373 | ||||
Office Space Sublease Agreement [Member] | FLORIDA | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of Real Estate Property | ft² | 31,000 | ||||
Office Space Sublease Agreement [Member] | General and Administrative Expense [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Impairment loss | $ 488 | ||||
Office Space Lease Agreement [Member] | FLORIDA | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of Land | ft² | 1,533 | ||||
Office Space Lease Agreement [Member] | NEW YORK | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of Land | ft² | 18,700 | 13,500 | |||
Office Space Lease Agreement [Member] | General and Administrative Expense [Member] | NEW YORK | |||||
Lessee, Lease, Description [Line Items] | |||||
Gain (loss) on termination of lease | $ 20 | $ 454 | |||
Minimum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract (Year) | 1 year | ||||
Lessee, Operating Lease, Renewal Term (Year) | 2 years | ||||
Maximum [Member] | |||||
Lessee, Lease, Description [Line Items] | |||||
Lessee, Operating Lease, Term of Contract (Year) | 7 years | ||||
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Note 11 - Commitments and Con_4
Note 11 - Commitments and Contingencies - Maturities of Lease Liabilities (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2024 | $ 1,650 |
2025 | 1,136 |
2026 | 952 |
2027 | 306 |
Total lease payments | 4,044 |
Less: imputed interest | (421) |
Operating Lease, Liability, Total | $ 3,623 |
Note 11 - Commitments and Con_5
Note 11 - Commitments and Contingencies - Other Information Regarding Leases (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2023 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Sublease income | $ (653) |
Cash paid for operating leases | $ 1,368 |
Weighted average remaining lease term (years) - operating leases | 3 years 1 month 6 days |
Weighted average discount rate – operating leases | 8.30% |
Note 12 - Related Party Trans_2
Note 12 - Related Party Transactions (Details Textual) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party [Member] | ||
Related Party Transaction [Line Items] | ||
Revenues | $ 632 | $ 1,073 |