tlcc20180331

Significant Accounting Policies [Text Block]

NOTE

– NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

not

market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Principles of Consolidation

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

Basis of Presentation and Unaudited Information

not

misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. Financial results for any interim period are

not

necessarily indicative of financial results that

may

be expected for the fiscal year. The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form

-K for the year ended

December 31, 2017

filed with the SEC on

April 2, 2018.

Use of Estimates

Revenue Recognition

Fair

alue of

inancial

nstruments

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into

three

levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level

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

Level

– inputs are other than quoted prices included within Level

that are observable for the asset, either directly or indirectly.

Level

– inputs are unobservable inputs for the asset that are supported by little or

market activity and that are significant to the fair value of the underlying asset or liability.

The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of

March 31, 2018

and

December 31, 2017:

March 31, 2018	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	4,973	$	-	$	-	$	4,973

December 31, 2017	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	6,791	$	-	$	-	$	6,791

Accounts Receivable and Allowances

We grant credit to customers and generally do

not

require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items; customer discounts; shipping shortages; damages; and doubtful accounts based upon historical bad debt and claims experience. As of

March 31, 2018,

total allowances amounted to

$2,774,

of which

$443

was related to doubtful accounts receivable. As of

December 31, 2017,

total allowances amounted to

$2,534,

of which

$329

was related to doubtful accounts receivable.

Inventories

Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory.

Property and Equipment

years for machinery and equipment,

years for furniture and fixtures and

years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease.

Intangible Assets

Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from

years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates.

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.

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.

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings are determined to have an indefinite useful economic life and as such are

not

amortized. Indefinite-lived intangible assets are tested for impairment annually which consists of a comparison of the fair value of the asset with its carrying value. The total indefinite-lived intangible assets as of

March 31, 2018

and

December 31, 2017

was

$4,346.

Value of Warrants Issued with Debt

Derivative Liabilities

Deferred gain on sale of assets

We entered into a sale-leaseback arrangement relating to our office facilities in

2013.

Under the terms of the arrangement, we sold an office building and surrounding land and then leased the property back under a

-year operating lease. We recorded a deferred gain for the amount of the gain on the sale of the asset, to be recognized as a reduction of rent expense over the life of the lease. Accordingly, we recorded amortization of deferred gain as a reduction of rental expense of

$40

for each of the

three

months ended

March 31, 2018

and

2017.

As of

March 31, 2018

and

December 31, 2017,

unamortized deferred gain on sale of assets was

$1,525

and

$1,565,

respectively.

Net Income (Loss) per Common Share

The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows:

	Three Months Ended
	March 31,
	2018			2017

Numerator:
Net loss	$	(4,958	)	$	(2,956	)
Effect of dilutive securities on net loss:
Common stock warrants		(1,818	)		-

Total net loss for purpose of calculating diluted net loss per common share	$	(6,776	)	$	(2,956	)

Number of shares used in per common share calculations:
Total shares for purposes of calculating basic net loss per common share		253,275,066			252,959,714
Weighted-average effect of dilutive securities:
Common stock warrants		12,456,164			-

Total shares for purpose of calculating diluted net loss per common share		265,731,230			252,959,714

Net loss per common share:
Basic	$	(0.02	)	$	(0.01	)
Diluted	$	(0.03	)	$	(0.01	)

Significant Concentration of Credit Risk

Sales to our top

three

customers aggregated to approximately

27%

and

33%

of total sales for the

three

months ended

March 31, 2018

and

2017,

respectively. Sales to

one

of those customers were approximately

15%

and

16%

of total sales for the

three

months ended

March 31, 2018

and

2017,

respectively. Accounts receivable from these customers were approximately

30%

and

54%

of total accounts receivable as of

March 31, 2018

and

December 31, 2017,

respectively.

Recent Accounting Pronouncements

January 2017,

the FASB issued ASU

No.

2017

04,

“Simplifying the Test for Goodwill Impairment (Topic

350

)” which removes Step

of the goodwill impairment test that requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value,

not

to exceed the carrying amount of goodwill. The amendments in this ASU are effective for fiscal years beginning after

December 15, 2019.

Early adoption is permitted after

January 1, 2017.

We do

not

expect the new guidance to have a significant impact on our condensed consolidated financial statements or related disclosures.

February 2016,

FASB issued ASU

No.

2016

02,

“Leases (Topic

842

)”, which requires companies to recognize all leases as assets and liabilities on the consolidated balance sheet. This ASU retains a distinction between finance leases and operating leases, and the classification criteria for distinguishing between finance leases and operating leases are substantially similar to the classification criteria for distinguishing between capital leases and operating leases in the current accounting literature. The result of retaining a distinction between finance leases and operating leases is that under the lessee accounting model in Topic

842,

the effect of leases in a consolidated statement of comprehensive income and a consolidated statement of cash flows is largely unchanged from previous GAAP. The amendments in this ASU are effective for fiscal years beginning after

December 15, 2018,

including interim periods within those fiscal years. Earlier application is permitted. The Company is currently evaluating the impact that the adoption of this ASU will have on its condensed consolidated financial statements.

May 2014,

the FASB issued ASU

2014

09,

“Revenue from Contracts with Customers (Topic

606

)”. ASU

2014

amends the guidance for revenue recognition to replace numerous, industry-specific requirements and converges areas under this topic with those of the International Financial Reporting Standards. The ASU implements a

five

-step process for customer contract revenue recognition that focuses on transfer of control, as opposed to transfer of risk and rewards. The amendment also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers. Other major provisions include the capitalization and amortization of certain contract costs, ensuring the time value of money is considered in the transaction price, and allowing estimates of variable consideration to be recognized before contingencies are resolved in certain circumstances. The amendments in this ASU are effective for reporting periods beginning after

December 15, 2016;

however, in

July 2015,

the FASB agreed to delay the effective date by

one

year. The proposed deferral

may

permit early adoption, but would

not

allow adoption any earlier than the original effective date of the standard. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Our status as an emerging growth company allows us to defer the adoption until the year (and interim periods therein) beginning

January 1, 2019.

We have chosen to delay our adoption until

January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, we do

not

believe any of these accounting pronouncements has had or will have a material impact on our condensed consolidated financial position or results of operations.

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Note 2 - Going Concern	3 Months Ended
Note 2 - Going Concern	Mar. 31, 2018
Notes to Financial Statements
Substantial Doubt about Going Concern [Text Block]	NOTE 2 – GOING CONCERN The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. As of March 31, 2018, we had an accumulated deficit of $258,921. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through issuance of common stock and third -party or related party debt. Because of our history of operating losses, significant interest expense on our debt, and the recording of significant derivative liabilities, we have a working capital deficiency of $72,561 as of March 31, 2018. We also have $72,748 of debt, net of discount, due within the next 12 months. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern. Management has addressed operating issues through the following actions: focusing on growing the core business and brands; continuing emphasis on major customers and key products; reducing manufacturing and operating costs and continuing to negotiate lower prices from major suppliers. We believe that we may need additional capital to execute our business plan. If additional funding is required, there can be no assurance that sources of funding will be available when needed on acceptable terms or at all.

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Note 3 - Inventories

3 Months Ended

Mar. 31, 2018

Inventory Disclosure [Text Block]

NOTE

– INVENTORIES

Inventories consisted of the following as of:

	March 31,			December 31,
	2018			2017

Raw materials	$	4,542		$	5,347
Work in process		2,091			1,965
Finished goods		12,987			12,236
		19,620			19,548
Reserve for obsolete inventory		(2,472	)		(2,380	)
	$	17,148		$	17,168

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Note 4 - Property and Equipment

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment Disclosure [Text Block]

NOTE

– PROPERTY AND EQUIPMENT

Property and equipment consisted of the following as of:

	March 31,			December 31,
	2018			2017

Machinery and equipment	$	12,156		$	12,156
Computers and other		9,612			9,589
Aquifer		482			482
Leasehold improvements		1,552			1,530
		23,802			23,757
Accumulated depreciation and amortization		(20,803	)		(20,588	)
	$	2,999		$	3,169

Assets held under capital leases are included in machinery and equipment and amounted to

$649

and

$777

as of

March 31, 2018

and

December 31, 2017,

respectively.

Depreciation and amortization expense totaled

$215

and

$227

for the

three

months ended

March 31, 2018

and

2017,

respectively.

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Note 5 - Intangible Assets

3 Months Ended

Mar. 31, 2018

Intangible Assets Disclosure [Text Block]

NOTE

– INTANGIBLE ASSETS

Intangible assets consisted of the following as of:

	March 31,			December 31,
	2018			2017

Trademarks	$	8,915		$	8,915
Indefinite-lived intangible assets		4,346			4,346
Customer relationships		19,110			19,110
Other		753			753
		33,124			33,124
Accumulated amortization		(10,519	)		(10,061	)
	$	22,605		$	23,063

Trademarks are amortized over periods ranging from

years, customer relationships are amortized over periods ranging from

years, and other intangible assets are amortized over

years. Amortization expense was

$459

and

$583

for the

three

months ended

March 31, 2018

and

2017,

respectively.

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Note 6 - Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Text Block]

NOTE

– DEBT

Debt consisted of the following as of:

	March 31,			December 31,
	2018			2017

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			-
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			-
November 2014 note payable to Golisano Holdings LLC (formerly payble to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1,287,619 and $1,491 as of March 31, 2018 and December 31, 2017, respectively		6,712			6,509
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $1,601 and $1,829 as of March 31, 2018 and December 31, 2017, respectively		3,399			3,171
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $113 and $130 as of March 31, 2018 and December 31, 2017, respectively		1,887			1,869
Total related-party debt		59,072			54,623

Senior Credit Facility with Midcap		12,384			12,088

April 2016 note payable to JL-Utah Sub, LLC		250			313
Capital lease obligations		974			1,252
Huntington Holdings		3,200			3,200
Total other debt		4,424			4,765

Total debt		75,880			71,476
Less current portion		(72,748	)		(68,093	)
Long-term debt	$	3,132		$	3,383

Related-Party Debt

July 2014

Note Payable

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, we were obligated to pay such party

$4,900

per year in structured monthly payments for

years provided that such payment obligations would terminate at such earlier time as the trailing

ninety

day volume weighted average closing sales price of the Company’s common stock on all domestic securities exchanges on which such stock is listed equals or exceeds

$5.06

per share. This note is unsecured and matured on

July 25, 2017

with an outstanding balance of

$3,267.

February 6, 2018,

we entered into an agreement with Little Harbor to convert the obligations into an unsecured promissory note. The note matures on

July 25, 2020,

bears interest at an annual rate of

8.5%,

with the principal payable at maturity.

July 2016

Note Payable

Little Harbor, LLC

July 21, 2016,

we issued an Unsecured Delayed Draw Promissory Note in favor of Little Harbor, pursuant to which Little Harbor

may,

in its sole discretion and pursuant to draw requests made by the Company, loan us up to the maximum principal amount of

$4,770.

This note is unsecured and matures on

January 28, 2019.

This note bears interest at an annual rate of

8.5%,

with the principal payable at maturity. If Little Harbor, in its discretion, accepts a draw request made by the Company under this note, Little Harbor shall

not

transfer cash to the Company, but rather Little Harbor shall irrevocably agree to accept the principal amount of any monthly delayed draw under this note in lieu and in complete satisfaction of the obligation to make an equivalent dollar amount of periodic cash payments otherwise due to Little Harbor under the

July 2014

note payable. During the year ended

December 31, 2016,

we requested and Little Harbor LLC approved, draws totaling

$4,770.

There were

draws during the year ended

December 31, 2017

and the quarter ended

March 31, 2018.

We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrants in Note

Little Harbor also delivered a deferment letter to which Little Harbor agreed to defer all payments due under the notes specified in the Little Harbor Deferment Letter through

June 30, 2018

until

July 1, 2018

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

January 2016

Note Payable to

Great Harbor Capital

, LLC

Pursuant to a

January 28, 2016

Unsecured Promissory Note with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us

$2,500.

The note matures on

January 28, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$104

commencing on

February 28, 2017.

We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

March 2016

Note Payable to

Great Harbor Capital

, LLC

Pursuant to a

March 21, 2016

Unsecured Promissory Note, GH lent us

$7,000.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$292

commencing on

April 21, 2017.

We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note

December 2016

Note Payable to

Great Harbor Capital

, LLC

Pursuant to a

December 31, 2016

Unsecured Promissory Note, GH lent us

$2,500.

The note matures on

December 30, 2019,

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

August 2017

Note Payable to Great Harbor Capital, LLC

Pursuant to an

August 30, 2017

Secured Promissory Note, GH lent us

$3,000.

The note matures on

August 29, 2020,

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

February

201

Note Payable to

Great Harbor Capital

, LLC

Pursuant to a

February 6, 2018

Secured Promissory Note, GH lent us

$2,000

(Great Harbor Note

1”

). The note matures on

February 6, 2021,

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.

Also on

February 6, 2018,

the Company issued an Amended and Restated Secured Promissory Note to GH (“Great Harbor Note

2”

) replacing the prior Secured Promissory Note issued on

August 30, 2017.

The amendment added a requirement that when the Company consummates any Special Asset Disposition (as defined in the Great Harbor 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 Great Harbor Note and any other note subject to the Intercreditor Agreement (defined below). The maturity date, interest rate and payment terms remain unchanged from the original secured promissory note issued to GH on

August 30, 2017.

GH also delivered a deferment letter to which GH agreed to defer all payments due under the notes specified in the Great Harbor Deferment Letter through

June 30, 2018

until

July 1, 2018

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

November 2014

Note Payable to Golisano Holdings LLC (formerly payable to

Penta Mezzanine SBIC Fund I, L.P.

)

November 13, 2014,

we raised proceeds of

$8,000,

less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The Managing Director of Penta, an institutional investor, is also a Director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. This note matures on

November 13, 2019

with payments of principal due on a quarterly basis commencing on

November 13, 2017

in installments of (i)

$360

per quarter for the

first

four

quarters, (ii)

$440

per quarter for the next

four

quarters and (iii)

$520

per quarter for each quarter thereafter. This note bears interest of

12%

per annum, payable monthly. We issued a warrant to Penta to purchase

4,960,740

shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note

). The estimated fair value of the warrant at the date of issuance was

$3,770,

which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of

$273,

which is also being amortized into interest expense over the term of this loan. On

March 8, 2017,

Golisano Holdings LLC (“Golisano LLC”) acquired this note payable from Penta. The terms of this note payable remain the same with the only change being the holder of the promissory note.

January 2015

Note Payable to Golisano Holdings LLC (formerly payable to JL-Mezz Utah, LLC-

f/k/a JL-BBNC Mezz Utah, LLC)

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”). The proceeds were restricted to pay a portion of the Nutricap Labs, LLC (“Nutricap”) asset acquisition. We granted JL a security interest in the Company’s assets, including real estate and pledged the shares of our subsidiaries as security for the note. The note matures on

February 13, 2020

with payments of principal due on a quarterly basis commencing

March 1, 2017

in installments starting at

$250

per quarter and increasing to

$350

per quarter. This note bears interest of

12%

per annum, payable monthly. We issued a warrant to JL 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

). The estimated fair value of these warrants at the date of issuances was

$4,389,

which was recorded as a note discount and is being amortized into interest expense over the term of these loans. Additionally, we had incurred loan fees of

$152

relating to this loan, which is also being amortized into interest expense over the term of these loans. On

March 8, 2017,

Golisano LLC acquired this note payable from JL. The terms of this note payable remain the same with the only change being the holder of the promissory note.

February 2015

Note Payable to Golisano Holdings LLC (formerly payable to

Penta Mezzanine SBIC Fund I, L.P.

)

February 6, 2015,

we raised proceeds of

$2,000,

less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. This note matures on

November 13, 2019

with payments of principal due on a quarterly basis commencing

November 13, 2017

in installments of (i)

$90

per quarter for the

first

four

quarters, (ii)

$110

per quarter for the next

four

quarters and (iii)

$130

per quarter for each quarter thereafter. This note bears interest of

12%

per annum, payable monthly. We issued a warrant to Penta to purchase

869,618

shares of the Company’s common stock in connection with this loan (see Penta Warrants in Note

). The estimated fair value of these warrants at the date of issuances totaled

$250,

which was recorded as a note discount and is being amortized into interest expense over the term of this loan. Additionally, we had incurred loan fees of

$90,

which is also being amortized into interest expense over the term of these loans. On

March 8, 2017,

Golisano LLC acquired this note payable from Penta. The terms of this note payable remain the same with the only change being the holder of the promissory note.

January 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

January 28, 2016

Unsecured Promissory Note with Golisano LLC, an affiliate of a member of our Board of Directors, Golisano LLC lent us

$2,500.

The note matures on

January 28, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$104

commencing on

February 28, 2017.

We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

March 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

March 21, 2016

Unsecured Promissory Note, Golisano LLC lent us

$7,000.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$292

commencing on

April 21, 2017.

We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note

July 2016

Note Payable to Golisano Holdings LLC

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”). The Golisano LLC

July 2016

Note matures on

January 28, 2019.

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

). During the year ended

December 31, 2016,

we requested and Golisano LLC approved, draws totaling

$4,770.

December 2016

Note Payable to Golisano Holdings LLC

Pursuant to a

December 31, 2016

Unsecured Promissory Note, Golisano LLC lent us

$2,500.

The note matures on

December 30, 2019,

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

March

201

Note Payable to Golisano Holdings LLC

Pursuant to a

March 14, 2017

Unsecured Promissory Note, Golisano LLC lent us

$3,267.

The note matures on

December 30, 2019,

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

February

201

Note Payable to Golisano Holdings LLC

Pursuant to a

February 6, 2018

Secured Promissory Note, Golisano LLC lent us

$2,000

(“Golisano LLC Note”). The note matures on

February 6, 2021,

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.

Golisano LLC also delivered a deferment letter pursuant to which Golisano LLC agreed to defer all payments due under the notes specified in the Golisano Deferment Letter through

June 30, 2018

until

July 1, 2018

and agreed to refrain from declaring a default and/or exercising any remedies under the notes.

February 6, 2018,

GH and Golisano LLC entered into an intercreditor agreement where they agreed that each of the Great Harbor Note

the Great Harbor Note

and the Golisano LLC Note are pari passu as to repayment, security and otherwise and are equally and ratably secured (the “Intercreditor Agreement”).

Senior Credit Facility

January 22, 2015,

we entered into a

three

-year

$15,000

revolving credit facility (the “Senior Credit Facility”) based on our accounts receivable and inventory, increasable to up to

$20,000,

with MidCap Financial Trust, which subsequently assigned the agreement to an affiliate, Midcap Funding

Trust (“MidCap”). On

September 2, 2016,

we entered into an amendment with Midcap to increase the Senior Credit Facility to

$17,000

and extended our facility an additional

months. We granted MidCap a

first

priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the credit facility. We are required to pay Midcap an unused line fee of

0.50%

per annum, a collateral management fee of

1.20%

per month and interest of LIBOR plus

per annum, which was

6.70%

per annum as of

March 31, 2018.

We issued a warrant to Midcap to purchase

500,000

shares of the Company’s common stock (see Midcap Warrant in Note

). The estimated fair value of these warrants at the date of issuance was

$130,

which was recorded as a note discount and is being amortized into interest expense over the term of the Senior Credit Facility. Additionally, we have incurred loan fees totaling

$540

relating to the Senior Credit Facility and any subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility.

Other Debt

April 2016

Note Payable to

JL-Utah Sub, LLC

Pursuant to an

April 5, 2016

Unsecured Promissory Note, JL-Utah Sub, LLC lent us

$500.

The note matures on

March 21, 2019,

bears interest at an annual rate of

8.5%,

with the principal payable in

monthly installments of

$21

commencing on

April 21, 2017.

Capital Lease Obligations

January 22, 2018.

Huntington Holdings, LLC

August 6, 2016,

the

-month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between

$2.29

per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be

$3,210.

Accordingly, the Company recorded a loss on the stock purchase price guarantee of

$3,210

and a corresponding liability for the same amount in

2016,

which was included in accrued expenses and other current liabilities in the consolidated balance sheet as of

December 31, 2016.

June 2, 2017,

the

two

parties came to an agreement in which we were required to issue the Huntington Note in favor of Huntington. The Huntington Note matures on

June 2, 2019

with the principal amount of

$3,200

payable at maturity. Interest on the outstanding principal accrues at a rate of

8.5%

per year from

August 6, 2016

August 15, 2017,

and increases to

10%

per year thereafter. We paid

$50

to Huntington related to accrued interest from

August 6, 2016

through the date of issuance of the Huntington Note. Huntington was required to return

778,385

shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining

749,999

shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to

August 14, 2017,

the

778,385

shares held in escrow were to be released from escrow and transferred to the Company for

additional consideration. If the note remained outstanding on

August 15, 2017,

we had the right, but

not

the obligation, to pay

$140

to Huntington to purchase

764,192

of the Subject Shares held in escrow. Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the note remained outstanding on

August 15, 2017

and we did

not

exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would

longer have repurchase rights. On

August 15, 2017,

the note was outstanding and we did

not

exercise the repurchase right. The

778,385

shares were returned from escrow to Huntington.

Financial Covenants

July 29, 2016,

to, among other things, reset the financial covenants of each debt agreement. As of

March 31, 2018,

we were

not

in compliance with these financial covenants of the debt agreements; however, the lenders provided the Company with a waiver of the covenant violations as of

March 31, 2018.

XML 21 R12.htm IDEA: XBRL DOCUMENT

Note 7 - Warrants and Registration Rights Agreements

3 Months Ended

Mar. 31, 2018

Warrants Disclosure [Text Block]

NOTE

–

WARRANTS

AND REGISTRATION RIGHTS AGREEMENT

The following table presents a summary of the status of our issued warrants as of

March 31, 2018,

and changes during the

three

months then ended:

				Weighted Average
	Shares			Exercise Price


Outstanding, December 31, 2017		15,855,017			0.18

Granted		500,000			-
Canceled / Expired		(500,000	)		-
Exercised		-			-
Outstanding, March 31, 2018		15,855,017			0.18

Warrants Issued

Midcap Warrant

In connection with the line of credit agreement with MidCap described in Note

we issued MidCap a warrant, exercisable through

January 22, 2018,

for an aggregate of

500,000

shares of the Company’s common stock at an exercise price of

$0.76

per share (the “MidCap Warrant”). We entered into a Registration Rights Agreement with Midcap, dated as of

January 22, 2015,

granting MidCap certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable on exercise of the MidCap Warrant.

January 22, 2015,

the Company entered into a revolving credit facility with MidCap Financial Trust, which subsequently assigned the agreement to an affiliate, Midcap Funding

Trust (“MidCap”). The agreement is amended from time to time and wherein it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned Great Harbor Note and Golisano LLC Note; on

February 6, 2018,

MidCap agreed to consent to the transactions contemplated in exchange for a warrant to MidCap exercisable for up to

500,000

shares of the Company’s common stock at an exercise price of

$.76

per share. The Company has reserved

500,000

shares of the Company’s common stock for issuance under MidCap. The warrant, if exercisable, expires on

February 6, 2019.

Penta Warrants

Pursuant to a stock purchase agreement dated

June 30, 2015,

a warrant was issued to Penta to purchase an aggregate

807,018

shares of our common stock at a price of

$0.01

per share at any time prior to the close of business on

June 30, 2020.

We granted Penta certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable upon exercise of the warrant.

JL Warrants

Pursuant to a

June 30, 2015

stock purchase agreement, a warrant was issued to JL to purchase an aggregate

403,509

shares of the Company’s common stock at a price of

$0.01

per share at any time prior to the close of business on

June 30, 2020,

subject to certain adjustments. We granted JL certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable upon exercise of the warrant. The warrant was subsequently assigned by JL to

two

individuals.

Essex Warrants

In connection with the guarantee of a note payable issued in the Nutricap asset acquisition and equipment financing by Essex discussed in Note

Essex was issued a warrant exercisable for an aggregate

1,428,571

shares of the Company’s common stock at a purchase price of

$0.77

per share, at any time prior to the close of business on

June 30, 2020.

The number of shares issuable upon the exercise of the warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property. Essex subsequently assigned warrants for

350,649

shares to another company.

JL Properties, Inc. Warrants

April 2015,

we entered into an office lease agreement which requires a

$1,000

security deposit, subject to reduction if we achieve certain market capitalization metrics at certain dates. On

April 30, 2015,

we entered into a reimbursement agreement with JL Properties, Inc. (“JL Properties”) pursuant to which JL Properties agreed to arrange for and provide an unconditional, irrevocable, transferable, and negotiable commercial letter of credit to serve as the security deposit. As partial consideration for the entry by JL Properties into the reimbursement agreement and the provision of the letter of credit, we issued JL Properties

two

warrants to purchase shares of the Company’s common stock.

The

first

warrant is exercisable for an aggregate of

465,880

shares of common stock, subject to certain adjustments, at an aggregate purchase price of

$0.01,

at any time prior to

April 30, 2020.

In addition to adjustments on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property, the number of shares of common stock issuable pursuant to the warrant will be increased in the event our consolidated audited adjusted EBITDA (as defined in the warrant agreement) for the fiscal year ending

December 31, 2018

does

not

equal or exceed

$19,250.

JL Properties subsequently assigned the warrant to

two

individuals.

The

second

warrant is exercisable for an aggregate of

86,962

shares of common stock, at a per share purchase price of

$1.00,

at any time prior to

April 30, 2020.

The number of shares issuable upon exercise of the

second

warrant is subject to adjustment on terms and conditions customary for a transaction of this nature in the event of (i) reorganization, recapitalization, stock split-up, combination of shares, mergers, consolidations and (ii) sale of all or substantially all of our assets or property.

We have granted JL Properties certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable on exercise of the

two

warrants.

Golisano

LLC

Warrants (formerly

Penta Warrants

)

In connection with the

November 13, 2014

note for

$8,000

(see Note

), Penta was issued a warrant to acquire

4,960,740

shares of the Company’s common stock at an aggregate exercise price of

$0.01,

through

November 13, 2019.

In connection with Penta’s consent to the terms of additional debt obtained by us, we also granted Penta a warrant to acquire

869,618

shares of common stock at a purchase price of

$1.00

per share, through

November 13, 2019.

Both warrant agreements grant Penta certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable on exercise of the warrants. Penta has the right, under certain circumstances, to require us to purchase all or any portion of the equity interest in the Company issued or represented by the warrant to acquire

4,960,740

shares at a price based on the greater of (i) the product of (

)

ten

times our adjusted EBITDA with respect to the

twelve

months preceding the exercise of the put right times (y) the investor’s percentage ownership in the Company assuming full exercise of the warrant; or (ii) the fair market value of the investor’s equity interest underlying the warrant. In the event (i) we do

not

have the funds available to repurchase the equity interest under the warrant or (ii) such repurchase is

not

lawful, adjustments to the principal of the note purchased by Penta will be made or, under certain circumstances, interest will be charged on the amount otherwise due for such repurchase. We have the right, under certain circumstances, to require Penta to sell to us all or any portion of the equity interest issued or represented by the warrant to acquire

4,960,740

shares. The price for such repurchase will be the greater of (i) the product of (

)

eleven

times our adjusted EBITDA with respect to the

twelve

months preceding the exercise of the call right times (y) the investor’s percentage ownership in the company assuming full exercise of the warrant; or (ii) the fair market value of the equity interests underlying the warrant; or (iii)

$3,750.

In connection with Golisano LLC’s acquisition of the note payable from Penta on

March 8, 2017 (

see Note

above for additional information), these warrants were assigned to Golisano LLC.

Golisano

LLC

Warrants (formerly

JL Warrants

)

In connection with the

January 22, 2015

note payable to JL, we issued JL warrants to purchase an aggregate of

2,329,400

shares of the Company’s common stock, at an aggregate exercise price of

$0.01,

through

February 13, 2020.

February 4, 2015,

we also granted to JL a warrant to acquire a total of

434,809

shares of common stock at a purchase price of

$1.00

per share, through

February 13, 2020.

Both warrant agreements grant JL certain registration rights, commencing

October 1, 2015,

for the shares of common stock issuable upon exercise of the warrants. These warrants were subsequently assigned to

two

individuals. During the year ended

December 31, 2016,

these individuals exercised warrants for a total of

1,187,995

shares of the Company’s common stock for total proceeds to the Company of less than

$1.

In connection with Golisano LLC’s acquisition of the note payable from JL on

March 8, 2017 (

see Note

above for additional information), these warrants were assigned to Golisano LLC.

Golisano

LLC

Warrants

Pursuant to an

October 2015

Securities Purchase Agreement with Golisano LLC, we issued Golisano LLC a warrant (the “Golisano Warrant”), which Golisano Warrant is intended to maintain, following each future issuance of shares of common stock pursuant to the conversion, exercise or exchange of certain currently outstanding warrants to purchase shares of common stock held by

third

-parties (the “Outstanding Warrants”), Golisano LLC’s proportional ownership of our issued and outstanding common stock so that it is the same thereafter as on

October 5, 2015.

We have reserved

12,697,977

shares of common stock for issuance under the Golisano Warrant. The purchase price for any shares of common stock issuable upon exercise of the Golisano Warrant is

$.001

per share. The Golisano Warrant is exercisable immediately and up to and including the date which is

sixty

days after the later to occur of the termination, expiration, conversion, exercise or exchange of all of the Outstanding Warrants and our delivery of notice thereof to Golisano LLC. The Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. In addition, if any payments are made to a holder of an Outstanding Warrant in consideration for the termination of or agreement

not

to exercise such Outstanding Warrant, Golisano LLC will be entitled to equal treatment. We have entered into a registration rights agreement with Golisano LLC, dated as of

October 5, 2015,

granting Golisano LLC certain registration rights for the shares of common stock issuable on exercise of the Golisano Warrant. On

February 6, 2016,

Golisano LLC exercised the Golisano Warrant in part for

509,141

shares of the Company’s common stock for an aggregate purchase price of

$1.

During the year ended

December 31, 2016,

the Golisano Warrant was cancelled in part for

6,857,143

shares pursuant to the cancellation of a portion of the Outstanding Warrants. As of

March 31, 2018,

we have reserved

4,756,505

shares of its common stock for issuance under the Golisano Warrant.

Warrants Issued into Escrow

Golisano

Escrow

Warrants

In connection with a

January 28, 2016

Unsecured Promissory 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

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

1,136,363

shares of the Company’s common stock for issuance under the

January 2016

Golisano Warrant. The

January 2016

Golisano Warrant, if exercisable, expires on

February 28, 2022.

The

January 2016

Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a

March 21, 2016

Unsecured Promissory 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

March 21, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

3,181,816

shares of the Company’s common stock for issuance under the

March 2016

Golisano Warrant. The

March 2016

Golisano Warrant, if exercisable, expires on

March 21, 2022.

The

March 2016

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

July 2016

Note and any accrued and unpaid interest thereon as of

January 28, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

July 2016

Note). We have reserved

2,168,178

shares of the Company’s common stock for issuance under the Golisano

July 2016

Warrant. The Golisano

July 2016

Warrant, if exercisable, expires on

July 21, 2022.

The Golisano

July 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

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

December 2016

Note and any accrued and unpaid interest thereon as of

December 30, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

December 2016

Note). We have reserved

1,136,363

shares of the Company’s common stock for issuance under the Golisano

December 2016

Warrant. The Golisano

December 2016

Warrant, if exercisable, expires on

December 30, 2022.

The Golisano

December 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC

March 2017

Note we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,484,847

shares of the Company’s common stock, at an exercise price of

$0.01

per share (the “Golisano

March 2017

Warrant”). The Golisano

March 2017

Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano

March 2017

Note and any accrued and unpaid interest thereon as of

December 30, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC

March 2017

Note). We have reserved

1,484,847

shares of the Company’s common stock for issuance under the Golisano

March 2017

Warrant. The Golisano

March 2017

Warrant, if exercisable, expires on

March 14, 2023.

The Golisano

March 2017

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

We previously entered into a registration rights agreement with Golisano LLC, dated as of

October 5, 2015 (

the “Registration Rights Agreement”), granting Golisano LLC certain registration rights for certain shares of the Company’s common stock. The shares of common stock issuable pursuant to the above warrants are also entitled to the benefits of the Registration Rights Agreement.

In connection with the Golisano LLC,

February 2018

note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of

1,818,182

shares of the Company’s common stock at an exercise price of

$0.01

per share (the "Golisano Warrant"). The Golisano Warrant will

not

be released from escrow or be exercisable unless and until the Company fails to pay Golisano LLC the entire unamortized principal amount of the note and any accrued and unpaid interest thereon as of

February 6, 2021,

or such earlier date as is required pursuant to an Acceleration Notice. The Company has reserved

1,818,182

shares of the Company’s common stock for issuance under the Golisano Warrant. The Golisano Warrant, if exercisable, expires on

February 6, 2024.

GH Escrow Warrants

In connection with a

January 28, 2016

Unsecured Promissory 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 related promissory note and any accrued and unpaid interest thereon as of

January 28, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

1,136,363

shares of the Company’s common stock for issuance under the

January 2016

GH warrant. The

January 2016

GH Warrant, if exercisable, expires on

February 28, 2022.

The

January 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a

March 21, 2016

Unsecured Promissory 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 related promissory note and any accrued and unpaid interest thereon as of

March 21, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved

3,181,816

shares of the Company’s common stock for issuance under the

March 2016

GH Warrant. The

March 2016

GH Warrant, if exercisable, expires on

March 21, 2022.

The

March 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the GH

December 2016

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

GF Warrant and any accrued and unpaid interest thereon as of

December 30, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the

December 2016

GH Warrant). We have reserved

1,136,363

shares of common stock for issuance under the

December 2016

GH Warrant. The

December 2016

GH Warrant, if exercisable, expires on

December 30, 2022.

The

December 2016

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the GH

August 2017

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 Warrant and any accrued and unpaid interest thereon as of

August 29, 2020

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the

August 2017

GH Warrant). We have reserved

1,363,636

shares of common stock for issuance under the

August 2017

GH Warrant. The

August 2017

GH Warrant, if exercisable, expires on

August 30, 2023.

The

August 2017

GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the GH

February 2018

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 "Great Harbor Warrant"). The Great Harbor 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,

or such earlier date as is required pursuant to an Acceleration Notice. The Company has reserved

1,818,182

shares of the Company’s common stock for issuance under the Great Harbor Warrant. The Great Harbor Warrant, if exercisable, expires on

February 6, 2024.

JL-US Escrow Warrant

In connection with an

April 5, 2016

Unsecured Promissory Note, we issued into escrow in the name of JL-US a warrant to purchase an aggregate of

227,273

shares of the Company’s common stock at an exercise price of

$0.01

per share (the “JL-US Warrant”). The JL-US Warrant will

not

be released from escrow or be exercisable unless and until we fail to pay JL-US the entire unamortized principal amount of the JL-US Note and any accrued and unpaid interest thereon as of

March 21, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the JL-US Note). We have reserved

227,273

shares of the Company’s common stock for issuance under the JL-US Warrant. The JL-US Warrant, if exercisable, expires on

March 21, 2022.

The JL-US Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

Little Harbor Escrow Warrant

The Little Harbor

July 2016

Note provides 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

July 2016

Note and any accrued and unpaid interest thereon as of

January 28, 2019

or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Little Harbor

July 2016

Note). We have reserved

2,168,178

shares of the Company’s common stock for issuance under the Little Harbor

July 2016

Warrant. The Little Harbor

July 2016

Warrant, if exercisable, expires on

July 21, 2022.

The Little Harbor

July 2016

Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor

July 2016

Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor

July 2016

Warrant.

XML 22 R13.htm IDEA: XBRL DOCUMENT

Note 8 - Derivative Liabilities

3 Months Ended

Mar. 31, 2018

Derivatives and Fair Value [Text Block]

NOTE

– DERIVATIVE LIABILIT

IES

The number of shares of common stock issuable pursuant to certain warrants issued in

2015

will be increased if our adjusted EBITDA or the market price of the Company’s common stock do

not

meet certain defined amounts. We have recorded the estimated fair value of the warrants as of the date of issuance. Due to the variable terms of the warrant agreements, the warrants are recorded as derivative liabilities with a corresponding charge to our consolidated statements of comprehensive income (loss) for changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date. As of

March 31, 2018,

we have estimated the total fair value of the derivative liabilities to be

$4,973

as compared to

$6,791

as of

December 31, 2017.

We had the following activity in our derivative liabilities account since

December 31, 2017:

	Three Months Ended
	March 31,
	2018
Derivative liabilities as of December 31, 2017	$	6,791
Gain on change in fair value of derivative liabilities		(1,818	)
Derivative liabilities as of March 31, 2018	$	4,973

XML 23 R14.htm IDEA: XBRL DOCUMENT

Note 9 - Stockholders' Deficit	3 Months Ended
Note 9 - Stockholders' Deficit	Mar. 31, 2018
Notes to Financial Statements
Stockholders' Equity Note Disclosure [Text Block]	NOTE 9 – STOCKHOLDERS’ DEFICIT Preferred Stock The Company has authorized 500,000,000 shares of preferred stock with a par value of $0.001 per share. No shares of the preferred stock have been issued. Twinlab Consolidation Corporation 2013 Stock Incentive Plan The only equity compensation plan currently in effect is the Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”), which was assumed by the Company on September 16, 2014. The TCC Plan originally established a pool of 20,000,000 shares of common stock for issuance as incentive awards to employees for the purposes of attracting and retaining qualified employees who will aid in the success of the Company. From January through December 2015, the Company granted restricted stock units to certain employees of the Company pursuant to the TCC Plan. Each restricted stock unit relates to one share of the Company’s common stock. The restricted stock unit awards vest 25% each annually on various dates through 2019. The Company estimated the grant date fair market value per share of the restricted stock units and is amortizing the total estimated grant date value over the vesting periods. During the three months ended March 31, 2018, there were not any shares of common stock issued to employees pursuant to the vesting of restricted stock units. As of March 31, 2018, 5,770,181 shares remain available for use in the TCC Plan. Common Stock Repurchase On January 5, 2017, pursuant to a repurchase agreement 642,366 shares of the Company’s common stock was purchased by the company for an aggregate repurchase price of less than $1. Stock Subscription Receivable and Loss on Stock Price Guarantee As of March 31, 2018, the stock subscription receivable dated August 1, 2014 for the purchase of 1,528,384 shares of the Company’s common stock had a principal balance of $30 and bears interest at an annual rate of 5%. On August 6, 2016, the 18 -month anniversary of the closing of a share purchase agreement, we were required to pay the purchaser of the common stock the difference between $2.29 per share and either a defined market price or a price per share determined by a valuation firm acceptable to both parties. Based on an outside professional valuation performed on the Company’s common stock, the Company estimated the stock price guarantee payment to be $3,210. Accordingly, the Company recorded a loss on the stock purchase price guarantee of $3,210 and a corresponding liability for the same amount in 2016, which was included in accrued expenses and other current liabilities in the consolidated balance sheet as of December 31, 2016. On June 2, 2017, the two parties came to an agreement in which we were required to issue the Huntington Note in favor of Huntington. The Huntington Note matures on June 2, 2019 with the principal amount of $3,200 payable at maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year from August 6, 2016 to August 15, 2017, and increases to 10% per year thereafter. We paid $50 to Huntington related to accrued interest from August 6, 2016 through the date of issuance of the Huntington Note. Huntington was required to return 778,385 shares of the Company’s common stock which were issued into escrow. We were required to provide certain piggyback registration rights to Huntington in regards to the remaining 749,999 shares of the Company’s common stock held by Huntington. If the Huntington Note was paid off prior to August 14, 2017, the 778,385 shares held in escrow were to be released from escrow and transferred to the Company for no additional consideration. If the note remained outstanding on August 15, 2017, we had the right, but not the obligation, to pay $140 to Huntington to purchase 764,192 of the Subject Shares held in escrow. Upon the exercise of this purchase option, the Subject Shares were to be released from escrow and transferred to the Company. If the note remained outstanding on August 15, 2017 and we did not exercise the option to purchase the shares, the shares were to be returned from escrow to Huntington and we would no longer have repurchase rights. On August 15, 2017, the note was outstanding and we did not excerise the repurchase right. The 778,385 shares were returned from escrow to Huntington. Pursuant to the agreement, we were also required to enter into a four -year lease agreement with the purchaser related to our premises occupied by Nutricap.

XML 24 R15.htm IDEA: XBRL DOCUMENT

Note 10 - Subsequent Events	3 Months Ended
Note 10 - Subsequent Events	Mar. 31, 2018
Notes to Financial Statements
Subsequent Events [Text Block]	NOTE 10 – SUBSEQUENT EVENTS Chief Executive Officer and Board Member Changes Effective April 25, 2018, Ms. Naomi Whittel has resigned from her position as Chief Executive Officer of Twinlab Consolidated Holdings, Inc. (the “Company”) and as a member of the Company’s Board of Directors, in order to pursue other opportunities. On April 27, 2018, the Company and Ms. Whittel entered into a Separation and Release Agreement (the “Separation Agreement”). The Separation Agreement is qualified in its entirety by reference to the full text of such document, which document is filed as Exhibit 10.176 in the Company’s Form 8K filed with the SEC on April 30, 2018. Per the Separation Agreement, Ms. Naomi will surrender 3,000,000 shares of the Company’s common stock, effective as of the date of the separation. On May 8, 2018, the Board held a Board meeting wherein the Board appointed Anthony Zolezzi to fill a vacancy on the Board.

XML 25 R16.htm IDEA: XBRL DOCUMENT

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Accounting Policies [Abstract]

Organization [Policy Text Block]

Organization

Twinlab Consolidated Holdings, Inc. (the “Company”, “Twinlab,” “we,” “our” and “us”) was incorporated on

October 24, 2013

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 [Policy Text Block]

Nature of Operations

not

market these private label products as our business is to manufacture and sell the products to the customer, who then markets and sells the products to retailers or end consumers.

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

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

Basis of Accounting, Policy [Policy Text Block]

Basis of Presentation and Unaudited Information

not

necessarily indicative of financial results that

may

-K for the year ended

December 31, 2017

filed with the SEC on

April 2, 2018.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair

alue of

inancial

nstruments

We apply the following fair value hierarchy, which prioritizes the inputs used to measure fair value into

three

levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

Level

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

Level

– inputs are other than quoted prices included within Level

that are observable for the asset, either directly or indirectly.

Level

– inputs are unobservable inputs for the asset that are supported by little or

market activity and that are significant to the fair value of the underlying asset or liability.

The following table summarizes our financial instruments that are measured at fair value on a recurring basis as of

March 31, 2018

and

December 31, 2017:

March 31, 2018	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	4,973	$	-	$	-	$	4,973

December 31, 2017	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	6,791	$	-	$	-	$	6,791

Receivables, Trade and Other Accounts Receivable, Allowance for Doubtful Accounts, Policy [Policy Text Block]

Accounts Receivable and Allowances

We grant credit to customers and generally do

not

March 31, 2018,

total allowances amounted to

$2,774,

of which

$443

was related to doubtful accounts receivable. As of

December 31, 2017,

total allowances amounted to

$2,534,

of which

$329

was related to doubtful accounts receivable.

Inventory, Policy [Policy Text Block]

Inventories

Inventories are stated at the lower of cost or net realizable value and are reduced by an estimated reserve for obsolete inventory.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

years for machinery and equipment,

years for furniture and fixtures and

years for computers. Leasehold improvements are amortized over the shorter of the useful life of the asset or the term of the lease.

Goodwill and Intangible Assets, Policy [Policy Text Block]

Intangible Assets

Intangible assets consist primarily of trademarks and customer relationships, which are amortized on a straight-line basis over their estimated useful lives ranging from

years. The valuation and classification of these assets and the assignment of amortizable lives involve significant judgment and the use of estimates.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

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

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Impairment of Long-Lived Assets

Long-lived assets, including intangible assets subject to amortization, are reviewed for impairment when changes in circumstances indicate that the carrying amount of the asset

may

not

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Indefinite-Lived Intangible Assets

Indefinite-lived intangible assets relating to the asset acquisition of Organic Holdings are determined to have an indefinite useful economic life and as such are

not

March 31, 2018

and

December 31, 2017

was

$4,346.

Fair Value of Warrants Issued, Policy [Policy Text Block]

Value of Warrants Issued with Debt

Derivatives, Policy [Policy Text Block]

Derivative Liabilities

Sale Leaseback Transactions, Policy [Policy Text Block]

Deferred gain on sale of assets

We entered into a sale-leaseback arrangement relating to our office facilities in

2013.

Under the terms of the arrangement, we sold an office building and surrounding land and then leased the property back under a

for each of the

three

months ended

March 31, 2018

and

2017.

As of

March 31, 2018

and

December 31, 2017,

unamortized deferred gain on sale of assets was

$1,525

and

$1,565,

respectively.

Earnings Per Share, Policy [Policy Text Block]

Net Income (Loss) per Common Share

The common shares used in the computation of our basic and diluted net income (loss) per share are reconciled as follows:

	Three Months Ended
	March 31,
	2018			2017

Numerator:
Net loss	$	(4,958	)	$	(2,956	)
Effect of dilutive securities on net loss:
Common stock warrants		(1,818	)		-

Total net loss for purpose of calculating diluted net loss per common share	$	(6,776	)	$	(2,956	)

Number of shares used in per common share calculations:
Total shares for purposes of calculating basic net loss per common share		253,275,066			252,959,714
Weighted-average effect of dilutive securities:
Common stock warrants		12,456,164			-

Total shares for purpose of calculating diluted net loss per common share		265,731,230			252,959,714

Net loss per common share:
Basic	$	(0.02	)	$	(0.01	)
Diluted	$	(0.03	)	$	(0.01	)

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Significant Concentration of Credit Risk

Sales to our top

three

customers aggregated to approximately

27%

and

33%

of total sales for the

three

months ended

March 31, 2018

and

2017,

respectively. Sales to

one

of those customers were approximately

15%

and

16%

of total sales for the

three

months ended

March 31, 2018

and

2017,

respectively. Accounts receivable from these customers were approximately

30%

and

54%

of total accounts receivable as of

March 31, 2018

and

December 31, 2017,

respectively.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

January 2017,

the FASB issued ASU

No.

2017

04,

“Simplifying the Test for Goodwill Impairment (Topic

350

)” which removes Step

not

to exceed the carrying amount of goodwill. The amendments in this ASU are effective for fiscal years beginning after

December 15, 2019.

Early adoption is permitted after

January 1, 2017.

We do

not

expect the new guidance to have a significant impact on our condensed consolidated financial statements or related disclosures.

February 2016,

FASB issued ASU

No.

2016

02,

“Leases (Topic

842

842,

December 15, 2018,

May 2014,

the FASB issued ASU

2014

09,

“Revenue from Contracts with Customers (Topic

606

)”. ASU

2014

five

December 15, 2016;

however, in

July 2015,

the FASB agreed to delay the effective date by

one

year. The proposed deferral

may

permit early adoption, but would

not

January 1, 2019.

We have chosen to delay our adoption until

January 1, 2019.

Although there are several other new accounting pronouncements issued or proposed by the FASB, which we have adopted or will adopt, as applicable, we do

not

believe any of these accounting pronouncements has had or will have a material impact on our condensed consolidated financial position or results of operations.

XML 26 R17.htm IDEA: XBRL DOCUMENT

Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Fair Value, Assets Measured on Recurring Basis [Table Text Block]

March 31, 2018	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	4,973	$	-	$	-	$	4,973

December 31, 2017	Total		Level 1		Level 2		Level 3

Derivative liabilities	$	6,791	$	-	$	-	$	6,791

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended
	March 31,
	2018			2017

Numerator:
Net loss	$	(4,958	)	$	(2,956	)
Effect of dilutive securities on net loss:
Common stock warrants		(1,818	)		-

Total net loss for purpose of calculating diluted net loss per common share	$	(6,776	)	$	(2,956	)

Number of shares used in per common share calculations:
Total shares for purposes of calculating basic net loss per common share		253,275,066			252,959,714
Weighted-average effect of dilutive securities:
Common stock warrants		12,456,164			-

Total shares for purpose of calculating diluted net loss per common share		265,731,230			252,959,714

Net loss per common share:
Basic	$	(0.02	)	$	(0.01	)
Diluted	$	(0.03	)	$	(0.01	)

XML 27 R18.htm IDEA: XBRL DOCUMENT

Note 3 - Inventories (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Inventory, Current [Table Text Block]

	March 31,			December 31,
	2018			2017

Raw materials	$	4,542		$	5,347
Work in process		2,091			1,965
Finished goods		12,987			12,236
		19,620			19,548
Reserve for obsolete inventory		(2,472	)		(2,380	)
	$	17,148		$	17,168

XML 28 R19.htm IDEA: XBRL DOCUMENT

Note 4 - Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2018

Property, Plant and Equipment [Table Text Block]

	March 31,			December 31,
	2018			2017

Machinery and equipment	$	12,156		$	12,156
Computers and other		9,612			9,589
Aquifer		482			482
Leasehold improvements		1,552			1,530
		23,802			23,757
Accumulated depreciation and amortization		(20,803	)		(20,588	)
	$	2,999		$	3,169

XML 29 R20.htm IDEA: XBRL DOCUMENT

Note 5 - Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	March 31,			December 31,
	2018			2017

Trademarks	$	8,915		$	8,915
Indefinite-lived intangible assets		4,346			4,346
Customer relationships		19,110			19,110
Other		753			753
		33,124			33,124
Accumulated amortization		(10,519	)		(10,061	)
	$	22,605		$	23,063

XML 30 R21.htm IDEA: XBRL DOCUMENT

Note 6 - Debt (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Debt [Table Text Block]

	March 31,			December 31,
	2018			2017

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			-
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			-
November 2014 note payable to Golisano Holdings LLC (formerly payble to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1,287,619 and $1,491 as of March 31, 2018 and December 31, 2017, respectively		6,712			6,509
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $1,601 and $1,829 as of March 31, 2018 and December 31, 2017, respectively		3,399			3,171
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $113 and $130 as of March 31, 2018 and December 31, 2017, respectively		1,887			1,869
Total related-party debt		59,072			54,623

Senior Credit Facility with Midcap		12,384			12,088

April 2016 note payable to JL-Utah Sub, LLC		250			313
Capital lease obligations		974			1,252
Huntington Holdings		3,200			3,200
Total other debt		4,424			4,765

Total debt		75,880			71,476
Less current portion		(72,748	)		(68,093	)
Long-term debt	$	3,132		$	3,383

XML 31 R22.htm IDEA: XBRL DOCUMENT

Note 7 - Warrants and Registration Rights Agreements (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

				Weighted Average
	Shares			Exercise Price


Outstanding, December 31, 2017		15,855,017			0.18

Granted		500,000			-
Canceled / Expired		(500,000	)		-
Exercised		-			-
Outstanding, March 31, 2018		15,855,017			0.18

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

XML 32 R23.htm IDEA: XBRL DOCUMENT

Note 8 - Derivative Liabilities (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Derivative Liabilities at Fair Value [Table Text Block]

	Three Months Ended
	March 31,
	2018
Derivative liabilities as of December 31, 2017	$	6,791
Gain on change in fair value of derivative liabilities		(1,818	)
Derivative liabilities as of March 31, 2018	$	4,973

XML 33 R24.htm IDEA: XBRL DOCUMENT

Note 1 - Nature of Operations and Summary of Significant Accounting Policies (Details Textual)	3 Months Ended		12 Months Ended
	Mar. 31, 2018 USD ($)	Mar. 31, 2017 USD ($)	Dec. 31, 2017 USD ($)
Allowance for Doubtful Accounts Receivable, Current, Ending Balance	$ 2,774,000		$ 2,534,000
Allowance for Accounts Receivable, Current, Doubtful Accounts	443,000		329,000
Indefinite-lived Intangible Assets (Excluding Goodwill), Ending Balance	$ 4,346,000		4,346,000
Lessor, Operating Lease, Term of Contract	15 years
Amortization of Deferred Gain on Sale of Assets	$ 40,000	$ 40,000
Deferred Gain on Sale of Property	$ 1,525,000		$ 1,565,000
Sales Revenue, Net [Member] \| Top Three Customers [Member] \| Customer Concentration Risk [Member]
Number of Major Customers	3	3
Concentration Risk, Percentage	27.00%	33.00%
Sales Revenue, Net [Member] \| One of Top Three Customers [Member] \| Customer Concentration Risk [Member]
Number of Major Customers	1	1
Concentration Risk, Percentage	15.00%		16.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member]
Concentration Risk, Percentage	30.00%		54.00%
Minimum [Member] \| Trademarks and Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life	3 years
Maximum [Member] \| Trademarks and Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life	30 years
Machinery and Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment, Useful Life	7 years
Machinery and Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment, Useful Life	10 years
Furniture and Fixtures [Member]
Property, Plant and Equipment, Useful Life	8 years
Computer Equipment [Member]
Property, Plant and Equipment, Useful Life	3 years

XML 34 R25.htm IDEA: XBRL DOCUMENT

Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Financial Instruments Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Derivative liabilities	$ 4,973	$ 6,791
Fair Value, Measurements, Recurring [Member]
Derivative liabilities	4,973	6,791
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Derivative liabilities	0	0
Fair Value, Measurements, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Derivative liabilities	$ 4,973	$ 6,791

XML 35 R26.htm IDEA: XBRL DOCUMENT

Note 1 - Nature of Operations and Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net loss	$ (4,958)	$ (2,956)
Common stock warrants	(1,818)
Total net loss for purpose of calculating diluted net loss per common share	$ (6,776)	$ (2,956)
Total shares for purposes of calculating basic net loss per common share (in shares)	253,275,066	252,959,714
Common stock warrants (in shares)	12,456,164
Total shares for purpose of calculating diluted net loss per common share (in shares)	265,731,230	252,959,714
Basic (in dollars per share)	$ (0.02)	$ (0.01)
Diluted (in dollars per share)	$ (0.03)	$ (0.01)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

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The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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