10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

OR

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

For the transition period from ____ to ____

Commission File Number: 000-55181

Twinlab Consolidated Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	46-3951742
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4800 T-Rex Avenue, Suite 305
Boca Raton, Florida	33431
(Address of principal executive offices)	(Zip Code)

(561) 443-4301

(Registrant’s telephone number, including area code)

Not Applicable

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

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	TLCC	OTC.PK

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

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

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

The number of shares of common stock, par value $0.001, outstanding on November 10, 2021 was 259,092,833 shares.

Forward-Looking Statements

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

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

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

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

Twinlab Consolidated Holdings, Inc.

Form 10-Q

TABLE OF CONTENTS

​

		Page No.
Part I - FINANCIAL INFORMATION
Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (Unaudited)	1
	Condensed Consolidated Statements of Operations (Unaudited)	2
	Condensed Consolidated Statements of Stockholders’ Deficit (Unaudited)	3
	Condensed Consolidated Statements of Cash Flows (Unaudited)	4
	Notes to Condensed Consolidated Financial Statements (Unaudited)	5
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 4.	Controls and Procedures	26
Part II - OTHER INFORMATION
Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	28
Item 3.	Defaults Upon Senior Securities	28
Item 4.	Mine Safety Disclosures	28
Item 5.	Other Information	28
Item 6.	Exhibits	29
	Signatures	30

PART I. – FINANCIAL INFORMATION

Item 1. Financial Statements

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Balance Sheets (unaudited)

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

	September 30, 2021			December 31, 2020
ASSETS
Current assets:
Cash	$	2,148		$	424
Accounts receivable, net		10,399			8,425
Inventories, net		10,571			6,301
Prepaid expenses and other current assets		2,067			2,195
Total current assets		25,185			17,345
Property and equipment, net		143			65
Right-of-use assets		5,847			4,710
Intangible assets, net		2,970			3,253
Goodwill		8,818			8,818
Other assets		1,713			760
Total assets	$	44,676		$	34,951
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	4,612		$	4,712
Lease liabilities		1,003			742
Accrued expenses and other current liabilities		9,661			9,372
Accrued interest		25,233			20,359
Notes payable and current portion of long-term debt		100,188			96,847
Total current liabilities		140,697			132,032
Long-term liabilities:
Lease liabilities		5,469			4,592
Notes payable and long-term debt, net of current and debt discount		382			476
Total long-term liabilities		5,851			5,068
Total liabilities		146,548			137,100
Stockholders’ deficit:
Preferred stock, $0.001 par value, 500,000,000 shares authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 393,898,884 and 392,864,182 shares issued, respectively		394			393
Additional paid-in capital		231,249			231,250
Stock subscriptions receivable		(30	)		(30	)
Treasury stock, 134,806,051 shares at cost		(500	)		(500	)
Accumulated deficit		(332,985	)		(333,262	)
Total stockholders’ deficit		(101,872	)		(102,149	)
Total liabilities and stockholders' deficit	$	44,676		$	34,951

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

1

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Statements of Operations (unaudited)

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net sales	$	18,272		$	18,371		$	55,841		$	47,012
Cost of sales		12,230			14,669			37,844			35,322
Gross profit		6,042			3,702			17,997			11,690
Operating costs and expenses:
Selling expenses		912			420			2,538			1,044
General and administrative expenses		4,096			2,981			9,067			12,567
Income (loss) from operations		1,034			301			6,392			(1,921	)
Other income (expense):
Interest expense, net		(2,208	)		(2,183	)		(6,619	)		(6,489	)
Gain on change in derivative liabilities		-			178			-			35
Other income (expense)		(14	)		(148	)		504			(3	)
Total other expense		(2,222	)		(2,153	)		(6,115	)		(6,457	)
Income (loss) before income taxes		(1,188	)		(1,852	)		277			(8,378	)
Provision for income taxes		-			-			-			-
Total net income (loss)	$	(1,188	)	$	(1,852	)	$	277		$	(8,378	)
Weighted average number of common shares outstanding - basic		259,092,833			258,058,131			258,751,722			257,345,636
Net income (loss) per common share - basic	$	0.00		$	(0.01	)	$	0.00		$	(0.03	)
Weighted average number of common shares outstanding - diluted		259,092,833			259,086,721			258,751,722			260,486,654
Net income (loss) per common share - diluted
(See Note 2)	$	0.00		$	(0.01	)	$	0.00		$	(0.03	)

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

2

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit (unaudited)

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

	Common Stock				Additional Paid-in			Stock Subscriptions			Treasury Stock					Accumulated
	Shares		Amount		Capital			Receivable			Shares		Amount			Deficit			Total
Balance, December 31, 2019		390,449,879	$	390	$	231,253		$	(30	)		134,806,051	$	(500	)	$	(318,873	)	$	(87,760	)
Shares issued upon exercise of warrants		1,141,405		2		(2	)		-			-		-			-			-
Net loss		-		-		-			-			-		-			(5,164	)		(5,164	)
Balance, March 31, 2020		391,591,284	$	392	$	231,251		$	(30	)		134,806,051	$	(500	)	$	(324,037	)	$	(92,924	)
Shares issued upon exercise of warrants		1,272,898		1		(1	)		-			-		-			-			-
Net loss		-		-		-			-			-		-			(1,362	)		(1,362	)
Balance, June 30, 2020		392,864,182	$	393	$	231,250		$	(30	)		134,806,051	$	(500	)	$	(325,399	)	$	(94,286	)
Net loss		-		-		-			-			-		-			(1,852	)		(1,852	)
Balance, September 30, 2020		392,864,182	$	393	$	231,250		$	(30	)		134,806,051	$	(500	)	$	(327,251	)	$	(96,138	)
Balance, December 31, 2020		392,864,182		393		231,250			(30	)		134,806,051		(500	)		(333,262	)		(102,149	)
Shares issued upon exercise of warrants		1,034,702		1		(1	)		-			-		-			-			-
Net income		-		-		-			-			-		-			383			383
Balance, March 31, 2021		393,898,884	$	394	$	231,249		$	(30	)		134,806,051	$	(500	)	$	(332,879	)	$	(101,766	)
Net income		-		-		-			-			-		-			1,082			1,082
Balance, June 30, 2021		393,898,884	$	394	$	231,249		$	(30	)		134,806,051	$	(500	)	$	(331,797	)	$	(100,684	)
Net loss		-		-		-			-			-		-			(1,188	)		(1,188	)
Balance, September 30, 2021		393,898,884	$	394	$	231,249		$	(30	)		134,806,051	$	(500	)	$	(332,985	)	$	(101,872	)

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

3

Twinlab Consolidated Holdings, Inc.

Condensed Consolidated Statements of Cash Flows (unaudited)

(amounts in thousands)

	Nine Months Ended September 30,
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	277		$	(8,378	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		351			860
Amortization of right-to-use assets		656			591
Amortization of debt discount		647			736
Recovery of obsolete inventories		(1,001	)		(206	)
Recovery of losses on accounts receivable		(682	)		(3,251	)
Gain on change in derivative liability		-			(35	)
Changes in operating assets and liabilities:
Accounts receivable		(1,292	)		3,939
Inventories		(3,269	)		(1,459	)
Prepaid expenses and other current assets		128			(508	)
Other assets		(955	)		56
Accounts payable		(99	)		(3,443	)
Lease liabilities		(655	)		(599	)
Accrued expenses and other current liabilities		5,164			7,289
Net cash used in operating activities		(730	)		(4,408	)
Cash flows from investing activities:
Purchase of property and equipment		(147	)		(20	)
Cash flows from financing activities:
Proceeds from the issuance of debt		1,344			6,674
Repayment of debt		-			(2,310	)
Net borrowings from revolving credit facility		1,257			671
Net cash provided by financing activities		2,601			5,035
Net increase in cash		1,724			607
Cash at the beginning of the period		424			270
Cash at the end of the period	$	2,148		$	877
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	1,098		$	1,032

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

4

Twinlab Consolidated Holdings, Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

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

Note 1 – Nature of Business

Nature of Business

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

We are an integrated marketer, distributor, and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty store retailers, on-line retailers, and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name, a market leader in the healthy aging and beauty from within categories sold under the Reserveage Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers. 

We also perform services between private label distributors and contract manufacturers under the NutraScience Labs (“NSL”) brand name. NSL facilitates the production of new supplements to market and reformulates existing products to include scientifically-backed ingredients. We provide our customers with numerous production services, including manufacturing, testing, label and packaging design, order fulfillment, and regulatory compliance.

NSL facilitates 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 and probiotics, supplements for weight management, and sports nutrition supplements. Our role in the production of these products is to help our customers manufacture or reformulate dietary supplements for sale and distribution. We do this by working with contract manufacturers to build scientifically backed formulas for resale to our end customers. We also simplify 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 do not market these private label products, but rather sell the products to the customer, who is then responsible for the marketing, distribution, and sale to retailers or to their end customers.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As of September 30, 2021, we had an accumulated deficit of $332,985. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through debt.

Because of our history of operating losses and significant interest expense on our debt, we have a working capital deficiency of $115,512 as of September 30, 2021. We also have $100,188 of debt, net of discount, presented in current liabilities. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

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

5

Note 2 – Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

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

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

Contract Liabilities

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

	September 30, 2021		December 31, 2020
Contract Liabilities - Customer Deposits	$	4,604	$	3,874
Contract Liabilities - Guaranteed Returns		56		60
	$	4,660	$	3,934

Disaggregation of Revenue

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

	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020
Product Sales	$	18,106	$	18,291
Fulfillment Services		166		80
	$	18,272	$	18,371

	Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Product Sales	$	55,200	$	46,817
Fulfillment Services		641		195
	$	55,841	$	47,012

6

Fair Value of Financial Instruments

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

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

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

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

The Company did not have any financial instruments that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020.

Accounts Receivable and Allowances

We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of September 30, 2021, total allowances amounted to $1,419, of which $536 was related to doubtful accounts receivable. As of December 31, 2020, total allowances amounted to $2,101, of which $1,127 was related to doubtful accounts receivable.

Net Loss per Common Share

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

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

7

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021		2020
Numerator:
Net income (loss)	$	(1,188	)	$	(1,852	)	$	277	$	(8,378	)
Effect of dilutive securities on net income (loss):
Common stock warrants		-			(178	)		-		(35	)
Total net income (loss) for purpose of calculating diluted net income (loss) per common share	$	(1,188	)	$	(2,030	)	$	277	$	(8,413	)
Number of shares used in per common share calculations:
Total shares for purpose of calculating basic net income (loss) per common share		259,092,833			258,058,131			258,751,722		257,345,636
Weighted-average effect of dilutive securities:
Common stock warrants		-			1,028,590			-		3,141,018
Total shares for purpose of calculating diluted net income (loss) per common share		259,092,833			259,086,721			258,751,722		260,486,654
Net income (loss) per common share:
Basic	$	0.00		$	(0.01	)	$	0.00	$	(0.03	)
Diluted	$	0.00		$	(0.01	)	$	0.00	$	(0.03	)

Significant Concentration of Credit Risk

Sales to our top three customers aggregated to approximately 24% and 27% of total sales for the three months ended September 30, 2021 and 2020, respectively, and 28% and 24% of total sales for the nine months ended September 30, 2021 and 2020, respectively. Sales to one of those customers were approximately 13% and 15% of total sales for the three months ended September 30, 2021 and 2020, respectively, and 12% and 9% of total sales for the nine months ended September 30, 2021 and 2020, respectively. Accounts receivable from the top three customers were approximately 35% and 21% of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively.  A single customer represents 5% and 10% of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively. This customer is a related party through a director who sits on both the Company’s Board of Directors and that of the customer.

Leases

The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases. 

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 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees.

8

New and Recently Adopted Accounting Pronouncements

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

Note 3 – Inventories, net

Inventories, net consisted of the following:

	September 30, 2021			December 31, 2020
Raw materials	$	5,745		$	2,053
Finished goods		5,571			5,994
		11,316			8,047
Reserve for obsolete inventory		(745	)		(1,746	)
Inventories, net	$	10,571		$	6,301

Note 4 – Property and Equipment, Net 

Property and equipment, net consisted of the following:

	September 30, 2021			December 31, 2020
Machinery and equipment	$	36		$	36
Leasehold improvements		118			20
Computers and other		137			88
		291			144
Accumulated depreciation and amortization		(148	)		(79	)
Property and equipment, net	$	143		$	65

Depreciation and amortization expense totaled $55 and $9 for the three months ended September 30, 2021 and 2020, respectively, and totaled $69 and $28 for the nine months ended September 30, 2021 and 2020, respectively.

Note 5 – Intangible Assets

Intangible assets consisted of the following:

	September 30, 2021			December 31, 2020
Trademarks	$	3,459		$	3,459
Indefinite-lived intangible assets		1,400			1,400
Customer relationships		8,663			8,663
		13,522			13,522
Accumulated amortization		(10,552	)		(10,269	)
Intangible assets, net	$	2,970		$	3,253

Trademarks are amortized over periods ranging from 3 to 30 years and customer relationships are amortized over periods ranging from 15 to 16 years. Amortization expense was $94 and $277 for the three months ended September 30, 2021, and 2020, respectively, and was $283 and $832 for the nine months ended September 30, 2021 and 2020, respectively.

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Note 6 – Debt

Debt consisted of the following:  

	September 30,		December 31,
	2021		2020
Related Party Debt:
July 2014 note payable to Little Harbor, LLC	$	3,267	$	3,267
July 2016 note payable to Little Harbor, LLC		4,770		4,770
January 2016 note payable to Great Harbor Capital, LLC		2,500		2,500
March 2016 note payable to Great Harbor Capital, LLC		7,000		7,000
December 2016 note payable to Great Harbor Capital, LLC		2,500		2,500
August 2017 note payable to Great Harbor Capital, LLC		3,000		3,000
February 2018 note payable to Great Harbor Capital, LLC		2,000		2,000
July 2018 note payable to Great Harbor Capital, LLC, net of discount of $20 and $201 at September 30, 2021 and December 31, 2020, respectively		4,980		4,799
November 2018 note payable to Great Harbor Capital, LLC, net of discount of $24 and $244 at September 30, 2021 and December 31, 2020, respectively		3,975		3,756
February 2020 note payable to Great Harbor Capital, LLC		2,500		2,500
January 2016 note payable to Golisano Holdings LLC		2,500		2,500
March 2016 note payable to Golisano Holdings LLC		7,000		7,000
July 2016 note payable to Golisano Holdings LLC		4,770		4,770
December 2016 note payable to Golisano Holdings LLC		2,500		2,500
March 2017 note payable to Golisano Holdings LLC		3,267		3,267
February 2018 note payable to Golisano Holdings LLC		2,000		2,000
February 2020 note payable to Golisano Holdings LLC		2,500		2,500
November 2014 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $10 and $100 at September 30, 2021 and December 31, 2020, respectively		7,990		7,900
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $16 and $164 at September 30, 2021 and December 31, 2020, respectively		4,983		4,836
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1 and $9 at September 30, 2021 and December 31, 2020, respectively		1,999		1,991
Macatawa Bank		15,000		15,000
Total related party debt		91,001		90,356
Senior Credit Facility with Midcap		6,551		5,293
Other Debt:
May 2020 Note Payable to Fifth Third Bank, N.A.		1,674		1,674
February 2021 Note Payable to Fifth Third Bank, N.A.		1,344		-
Total other debt		3,018		1,674
Total debt		100,570		97,323
Less current portion		100,188		96,847
Long-term debt	$	382	$	476

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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

On July 21, 2016, we issued an unsecured delayed draw promissory note in favor of Little Harbor (“Little Harbor Delayed Draw Note”), pursuant to which Little Harbor loaned us the full approved amount of $4,770 during the year ended December 31, 2016. This note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrant in Note 7). This unsecured note was scheduled to mature on January 28, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021. 

Little Harbor had 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 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 in December of 2021. To date, Little Harbor has not exercised any of its remedies available upon a default.

Great Harbor Capital LLC

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

January 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a January 28, 2016 unsecured promissory note (“January 2016 GH Note”) with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us $2,500. The January 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $104 which payment was to commence on February 28, 2017 but was deferred to August 31, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The original maturity date of the January 2016 GH Note was January 28, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021. 

March 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a March 21, 2016 unsecured promissory note (“March 2016 GH Note”), GH lent us $7,000. This March 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $292 which payment was to commence on April 21, 2017 but was deferred to August 30, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). 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. 

December 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a December 31, 2016 unsecured promissory note (“December 2016 GH Note”), GH lent us $2,500. The December 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on December 31, 2019, which was subsequently extended to October 22, 2021.

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August 2017 Note Payable to Great Harbor Capital, LLC

Pursuant to an August 30, 2017 secured promissory note, GH lent us $3,000 (“August 2017 GH Note”). The August 2017 GH Note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on August 29, 2020, which was subsequently extended to October 22, 2021. 

February 2018 Note Payable to Great Harbor Capital, LLC

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

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

July 2018 Note Payable to Great Harbor Capital, LLC

Pursuant to a July 27, 2018 secured promissory note, GH loaned the Company $5,000 ("July 2018 GH Note"). The July 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning September 1, 2018. The principal of the July 2018 GH Note was payable at maturity on January 27, 2020. The July 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity date to October 22, 2021.

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

November 2018 Note Payable to Great Harbor Capital, LLC

Pursuant to a November 5, 2018 secured promissory note, GH loaned the Company $4,000 ("November 2018 GH Note"). The November 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning December 1, 2018. The principal of the November 2018 GH Note was payable at maturity on November 5, 2020. The November 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

February 2020 Note Payable to Great Harbor Capital, LLC

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

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          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 have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending parties in December of 2021. To date, GH has not exercised any of its remedies available upon a default.

Golisano Holdings LLC

Mr. B. Thomas Golisano, a member of the Company’s Board of Directors is a principal of Golisano LLC. 

November 2014 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

On November 13, 2014, we raised proceeds of $8,000, less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The managing director of Penta, an institutional investor, is also a director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano LLC acquired this note payable from Penta (“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.

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 (“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. The 434,809 warrants expired unexercised on February 13, 2020. 

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

On February 6, 2015, we raised proceeds of $2,000, less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. On March 8, 2017, Golisano LLC acquired this note payable from Penta (“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.

January 2016 Note Payable to Golisano Holdings LLC

Pursuant to a January 28, 2016 unsecured promissory note with Golisano LLC (“Golisano LLC January 2016 Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us $2,500. The note was scheduled to mature on January 28, 2019; 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).

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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, which was subsequently extended to October 22, 2021. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Golisano LLC July 2016 Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).

December 2016 Note Payable to Golisano Holdings LLC

Pursuant to a December 31, 2016 unsecured promissory note, as amended and restated, Golisano LLC lent us $2,500 (“Golisano LLC December 2016 Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019, which was subsequently extended to October 22, 2021. 

March 2017 Note Payable to Golisano Holdings LLC

Pursuant to a March 14, 2017 unsecured promissory note, as amended and restated, Golisano LLC lent us $3,267 (“Golisano LLC March 2017 Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019, which was subsequently extended to October 22, 2021. 

February 2018 Note Payable to Golisano Holdings LLC

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

February 2020 Note Payable to Golisano Holdings LLC

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

Golisano LLC 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 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 in December of 2021. To date, Golisano LLC has not exercised any of its remedies available upon a default.  

Macatawa Bank

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

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

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

Senior Credit Facility with Midcap

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

On September 2, 2016, we entered into an amendment with Midcap to increase the Senior Credit Facility to $17,000 and extend our facility an additional 12 months. We granted MidCap a first priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the Senior Credit Facility. We are required to pay Midcap an unused line fee of 0.50% per annum, a collateral management fee of 1.20% per month and interest of LIBOR plus 5% per annum, which was 5% per annum as of September 30, 2021. We issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 7).

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

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

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

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

We have incurred loan fees totaling $540 relating to the Senior Credit Facility and the subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility. The balance owed on the Senior Credit Facility was $6,551 as of September 30, 2021.

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 ("Fifth Third Bank") 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 “PPP Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments that were due to begin December 1, 2020; however, the Company is applying for debt forgiveness for this loan, but no assurance can be provided that the forgiveness of any portion of the PPP Loan will be obtained. TCC may prepay 20% or less of the principal balance of the PPP Note at any time without notice. TCC used the proceeds of the PPP Loan for payroll, office rent, and utilities which allows the Company to seek forgiveness for this loan.

15

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

On February 9, 2021, TCC, the operating subsidiary of the Company, received the proceeds of a second loan from Fifth Third Bank, in the amount of $1,344 obtained under the Paycheck Protection Program. The PPP Loan, evidenced by a promissory note dated February 5, 2021 (the “Second PPP Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments that were due to begin September 1, 2021; however, the Company is applying for debt forgiveness for this loan, but no assurance can be provided that the forgiveness of any portion of the PPP Loan will be obtained. TCC may prepay 20% or less of the principal balance of the Second PPP Note at any time without notice. TCC used the proceeds of the PPP Loan for payroll, which allows the Company to seek forgiveness for this loan.

Financial Covenants 

Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. As of September 30, 2021, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is $6,551 as of September 30, 2021.

Note 7 – Warrants and Registration Rights Agreements

The following table presents a summary of the status of our issued warrants as of September 30, 2021, and changes during the nine months then ended:

				Weighted Average
	Shares Underlying			Exercise
		Warrants		Price
Outstanding, December 31, 2020		6,034,702		$	0.07
Granted		-			-
Canceled / Expired		(500,000	)		-
Exercised		(1,034,702	)		-
Outstanding, September 30, 2021		4,500,000		$	0.01

Midcap Warrant

The line of credit agreement with MidCap described in Note 6 has been amended from time to time and when it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned GH notes and Golisano LLC notes. On April 22, 2019, subsequent to entering into the MidCap Seventeenth Amendment, the Company issued a warrant to MidCap exercisable for up to 500,000 shares of Company common stock at an exercise price of $0.76 per share. The Company has reserved 500,000 shares of Company common stock for issuance. The warrant expired on April 22, 2021 and was not reissued.

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.

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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 September 30, 2021, there were 21,730,287 outstanding warrants held in escrow (“Escrow Warrants”). These Escrow Warrants are held in escrow and are not exercisable unless the Company defaults on the related debt. While the related debt is currently in default (see Note 6), warrants are not expected to be exercised as the related debt is expected to be amended which will remedy the current default debt. These Escrow Warrants are as follows:         

Golisano Escrow Warrants

In connection with the Golisano LLC January 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 Golisano Warrant”). The January 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of January 28, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 Golisano Warrant. The January 2016 Golisano Warrant, if exercisable, expires on February 28, 2022. The January 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC March 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “March 2016 Golisano Warrant”). The March 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of March 21, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 Golisano Warrant. The March 2016 Golisano Warrant, if exercisable, expires on March 21, 2022. The March 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC July 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 2,168,178 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano July 2016 Warrant”). The Golisano July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC July 2016 Note and any accrued and unpaid interest thereon as of July 21, 2019   (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) 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 LLC December 2016 Note and any accrued and unpaid interest thereon as of December 31, 2019, (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) 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.

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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 had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC March 2017 Note). We have reserved 1,484,847 shares of the Company’s common stock for issuance under the Golisano March 2017 Warrant. The Golisano March 2017 Warrant, if exercisable, expires on March 14, 2023. The Golisano March 2017 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

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

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

GH Escrow Warrants

In connection with a January 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 GH Warrant”). The January 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the January 2016 GH Note and any accrued and unpaid interest thereon as of January 28, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the January 2016 GH Note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 GH Warrant. The January 2016 GH Warrant, if exercisable, expires on February 28, 2022. The January 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a March 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “March 2016 GH Warrant”). The March 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the March 2016 GH Note and any accrued and unpaid interest thereon as of March 21, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the March 2016 GH Note). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 GH Warrant. The March 2016 GH Warrant, if exercisable, expires on March 21, 2022. The March 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. 

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 had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the December 2016 GH Note). We have reserved 1,136,363 shares of common stock for issuance under the December 2016 GH Warrant. The December 2016 GH Warrant, if exercisable, expires on December 30, 2022. The December 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

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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 had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the August 2017 GH Note). We have reserved 1,363,636 shares of common stock for issuance under the August 2017 GH Warrant. The August 2017 GH Warrant, if exercisable, expires on August 30, 2023. The August 2017 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

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

Little Harbor Escrow Warrant

The Little Harbor Delayed Draw Note required that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 shares of common stock at an exercise price of $0.01 per share (the “Little Harbor July 2016 Warrant”). The Little Harbor July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor Delayed Draw Note and any accrued and unpaid interest thereon as of January 28, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an acceleration notice (as defined in the Little Harbor Delayed Draw Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Little Harbor July 2016 Warrant. The Little Harbor July 2016 Warrant, if exercisable, expires on July 21, 2022. The Little Harbor July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor July 2016 Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor July 2016 Warrant.

Note 8 – Leases

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

In August 2021, the Company amended one of its lease agreements for office space to expand into an additional 1,533 square feet commencing on September 1, 2021, for a period of 2 years and 1 month, ending in October 2023. The base annual rent is $60 plus applicable sales taxes. 

For the three months and nine months ended September 30, 2021, the Company incurred $244 and $675, respectively, of lease expense on the condensed consolidated statements of operations in relation to these operating leases, of which $81 and $244 was variable rent expense associated with capitalized operating leases and not included within the measurement of the Company's operating right-of-use assets and lease liabilities. The variable rent expense consists primarily of the Company's proportionate share of operating expenses, property taxes and insurance, and it is classified as lease expense due to the Company's election to not separate lease and non-lease components.

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As of September 30, 2021, the maturities of the Company’s lease liabilities were as follows:

2021 (excluding the nine months ended September 30, 2021)	$	366
2022		1,505
2023		1,534
2024		1,524
2025		1,566
Thereafter		1,455
Total lease payments		7,950
Less: imputed interest		(1,478	)
Present value of lease liabilities	$	6,472

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

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Sublease income	$	196		$	582
Cash paid for operating leases	$	355		$	1,013
Weighted average remaining lease term (years) - operating leases		5.1			5.1
Weighted average discount rate – operating leases		8.25	%		8.25	%

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 Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”) was originally established with a pool of 20,000,000 shares of common stock for issuance as incentive awards to employees for the purposes of attracting and retaining qualified employees. The Company estimated the grant date fair market value per share of the restricted stock units and amortized the total estimated grant date value over the vesting periods. The restricted stock unit awards vested 25% each annually on various dates through 2019. There were no outstanding or unvested restricted stock units at December 31, 2020 or September 30, 2021. As of September 30, 2021, 7,194,412 shares remain available for use in the TCC Plan. 

Stock Subscription Receivable and Loss on Stock Price Guarantee

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

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NOTE 10 – SUBSEQUENT EVENTS

   SUBLEASES

On October 1, 2021, the Company entered into a sublease agreement for 13,111 square feet of office space within the same building of our current office in Boca Raton, Florida. Occupancy of the property commenced on October 1, 2021 and concludes on February 28, 2026, with total rent to be collected over this period of $918,484.

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the Securities and Exchange Commission (the “SEC”) on April 16, 2021. This discussion and analysis and other parts of this Quarterly Report contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Any statements contained herein that are not statements of historical fact, including statements regarding guidance, industry prospects or future results of operations or financial position made in this report are forward-looking. We often use words such as "anticipates", "believes", "estimates", "expects", "intends", "predicts", "hopes", "should", "plans", "will" and similar expressions to identify forward-looking statements. These statements are based on management’s current expectations and accordingly are subject to uncertainty and changes in circumstances. Actual results may vary materially from the expectations contained herein due to various important factors, including (but not limited to): the impact of the COVID-19 pandemic; the efficacy and distribution of COVID-19 vaccines; consumer preferences, spending and debt levels; the general economic and credit environment; interest rates; variations in consumer purchasing activities; competitive pressures on sales; the loss of a significant customer or material reduction of business with a significant customer; pricing and gross sales margins; the associated fees or estimated cost savings from contract renegotiations; and our ability to establish and maintain acceptable commercial terms with contract manufacturers. We undertake no obligation to publicly update or revise any forward-looking statements except as required by law.

Overview 

We are an integrated formulator, marketer, distributor, and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty retailers, on-line retailers, and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our products include vitamins, minerals, specialty supplements, and sports nutrition products primarily under the Twinlab®, Reserveage and ResVitale® brands. We also formulate, market and sell diet and energy products under the Metabolife® brand, and a full line of herbal teas under the Alvita® brand. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays, powders, and whole herbs. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers.

We distribute one of the broadest branded product lines in the industry with approximately 260 stock keeping units, or SKUs. We believe that as a result of our emphasis on innovation, quality, loyalty, education and customer service, our brands are widely recognized in health and natural food stores and among their customers. In most periods since our formation, we have generated losses from operations.

We also perform services between private label distributors and contract manufacturers under the NutraScience Labs ("NSL") brand name. NSL facilitates the production of new supplements to market and reformulates existing products to include scientifically-backed ingredients. We provide our customers with numerous production services, including manufacturing, testing, label and packaging design, order fulfillment, and regulatory compliance.

NSL facilitates 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 and probiotics, supplements for weight management, and sports nutrition supplements. Our role in the production of these products is to help our customers manufacture or reformulate dietary supplements for sale and distribution. We do this by working with contract manufacturers to build scientifically backed formulas for resale to our end customers. We also simplify 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 do not market these private label products, but rather sell the products to the customer, who is then responsible for the marketing, distribution, and sale to retailers or to their end customers.

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Going Concern Uncertainty

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. In most periods since our formation, we have generated losses from operations. At September 30, 2021, we had an accumulated deficit of $333.0 million. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, interest and refinancing charges associated with our debt refinancing, and impairment of goodwill and intangible assets. Losses have been funded primarily through issuance of common stock and third-party or related party debt.

Because of our history of operating losses and increase in debt over time, we have a working capital deficiency of $115.5 million at September 30, 2021. We also have $100.2 million of debt, net of discount, which could be due within the next 12 months. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

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

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

Results of Operations

Comparison of the Three and Nine Month Periods Ended September 30, 2021 and 2020

The following table summarizes our financial results for the three and nine month periods ended September 30, 2021 and 2020:

	Three Months Ended September 30,						Increase			%			Nine Months Ended September 30,						Increase			%
	2021			2020			(Decrease)			Change			2021			2020			(Decrease)			Change
Net sales	$	18,272		$	18,371		$	(99	)		-1	%	$	55,841		$	47,012		$	8,829			19	%
Cost of sales		12,230			14,669			(2,439	)		-17	%		37,844			35,322			2,522			7	%
Gross profit		6,042			3,702			2,340			63	%		17,997			11,690			6,307			54	%
Operating costs and expenses:
Selling expenses		912			420			492			117	%		2,538			1,044			1,494			143	%
General and administrative expenses		4,096			2,981			1,115			37	%		9,067			12,567			(3,500	)		-28	%
Income (loss) from operations		1,034			301			733			244	%		6,392			(1,921	)		8,313			433	%
Other income (expense):
Interest expense, net		(2,208	)		(2,183	)		25			1	%		(6,619	)		(6,489	)		130			2	%
Gain on change in derivative liabilities		-			178			(178	)		-100	%		-			35			(35	)		-100	%
Other income (expense)		(14	)		(148	)		(134	)		-91	%		504			(3	)		507			16,900	%
Total other expense		(2,222	)		(2,153	)		69			3	%		(6,115	)		(6,457	)		(342	)		-5	%
Income (loss) before income taxes		(1,188	)		(1,852	)		664			36	%		277			(8,378	)		8,655			103	%
Provision for income taxes		-			-									-			-
Total net income (loss)	$	(1,188	)	$	(1,852	)	$	664			36	%	$	277		$	(8,378	)	$	8,655			103	%

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Net Sales

Net sales decreased by 1% for the three month period ended September 30, 2021 compared to the same period in 2020 due to a recovery of sales related to COVID-19 in 2020 that was not similarly realized in 2021. The increase in our net sales of 19% for the nine month period ended September 30, 2021 compared to the same period in 2020 is due to a recovery from the negative impacts of the COVID-19 pandemic upon 2020 sales figures as well as increased demand from some of our major customers.

Gross Profit

Our overall gross profit increase of 63% and 54% for the three month and nine month periods ended September 30, 2021 compared to the same periods in 2020 was primarily due to a focus on SKUs with higher margins and a reduction in supply chain costs as part of the recovery from the negative impacts of the COVID-19 pandemic.

Selling Expenses

Our selling expenses increased by 117% and 143% for the three month and nine month periods ended September 30, 2021 compared to the same periods in 2020 primarily due to increased advertising and marketing campaigns related to a new product launch, as well as the launch of our new websites and trade show attendance.

General and Administrative Expenses

Our general and administrative expenses increased by 37% for the three month period ended September 30, 2021 compared to the same period in 2020 primarily due to an increase in staffing levels. For the nine month period ended September 30, 2021, our general and administrative expenses decreased by 28% compared to the same period in 2020 due to the recognition of bad debt in 2020 due to the bankruptcy of the Company’s largest customer.

Interest Expense, Net

Our interest expense slightly increased by $25 and $130, or 1% and 2%, for the three month and nine month periods ended September 30, 2021 compared to the same periods in 2020. The increases were primarily due to increased debt via the addition of two PPP loans (See Other Debt in Note 6).

Gain on Change in Derivative Liabilities

We have recorded the estimated fair value of the warrants as of the date of issuance. Due to the variable terms of the warrant agreements, changes in the estimated fair value of the warrants from the date of issuance to each balance sheet reporting date are recorded as derivative liabilities with a corresponding charge to our condensed consolidated statements of operations. As of September 30, 2021, none of the warrants that resulted in the recording of the related derivative liabilities are outstanding.

Liquidity and Capital Resources

At September 30, 2021, we had an accumulated deficit of $333.0 million primarily because of our history of operating losses and our recording of derivative liabilities and loss on stock purchase guarantee. We have a working capital deficiency of $115.5 million at September 30, 2021. Losses have been funded primarily through the issuance of common stock and warrants, borrowings from our stockholders and third-party debt and proceeds from the exercise of warrants. As of September 30, 2021, we had cash of $2,148. On an ongoing basis, we also seek to improve operating cash through trade receivables and payables management as well as inventory stocking levels. We used net cash in operating activities of $730 for the nine months ended September 30, 2021. During the nine months ended September 30, 2021, we incurred net borrowings from our revolving credit facility of $1,257.

Our total liabilities increased by $9.4 million to $146.5 million at September 30, 2021 from $137.1 million at December 31, 2020 primarily due to the increase of $4.9 million in accrued interest and $3.3 million in notes payable.

Cash Flows from Operating, Investing and Financing Activities

Net cash used in operating activities was $0.7 million for the nine months ended September 30, 2021 as a result of our net income of $0.3 million, a recovery for losses on accounts receivable of $682 in doubtful accounts receivable, other non-cash expenses totaling $653, net and a decrease in net operating assets and liabilities of $978. By comparison, for the nine months ended September 30, 2020, net cash used in operating activities was $4.4 million as a result of our net loss of $8.4 million, a recovery for losses on accounts receivable of $3,251 in doubtful accounts receivable, a non-cash gain on change in derivative liabilities of $35, other non-cash expenses totaling $1,981 net, and an increase in net operating assets and liabilities of $5,275. 

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Net cash provided by financing activities was $2,601 for the nine months ended September 30, 2021, consisting of net borrowings of $1,257 under our revolving credit facility, and proceeds from the issuance of debt of $1,344.

Ongoing Funding Requirements

As set forth above, we obtained additional debt financing in the year ended December 31, 2020 and the nine months ended September 30, 2021 to support operations. It is possible that we may need additional funding to enable us to fund our operating expenses and capital expenditure requirements.

In response to COVID-19 and to protect our liquidity and cash position, we have taken a number of steps. In August of 2020, we obtained deferment letters from each of Great Harbor Capital, LLC, Little Harbor, LLC, and Golisano LLC, pursuant to which each lender agreed to defer all payments due under outstanding notes held by each lender through October 22, 2021 and agreed to refrain from declaring a default and/or exercising any remedies under the outstanding notes. Amendments to extend the maturity date and related payment deferrals have not been executed and these notes are currently in default.  We anticipate extending the maturity dates and related payment deferrals with the lending parties in December of 2021. On May 7, 2020, TCC received the proceeds of a loan from Fifth Third Bank in the amount of $1.7 million obtained under the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), which was enacted March 27, 2020 (the “PPP Loan”). The PPP Loan, evidenced by a promissory note dated May 5, 2020 (the “PPP Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with the monthly principal and interest payments that were due beginning December 1, 2020; however, the Company is applying for debt forgiveness for this loan. On January 25, 2021, TCC applied for another PPP Loan with Fifth Third Bank in the amount of $1.3 million (the “Second PPP Loan”).  The Second PPP Loan, evidenced by a promissory note dated February 5, 2021 (the “Second PPP Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments that were due to begin September 1, 2021; however, the Company is applying for debt forgiveness for this loan.

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

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

Off-Balance Sheet Arrangements

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

Item 3.          Quantitative and Qualitative Disclosures About Market Risk.

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

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Item 4.          Controls and Procedures. 

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of September 30, 2021 pursuant to Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), as amended. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. On the basis of this review, our management, including our principal executive officer and chief financial officer, has concluded that as of the end of the period covered by this report, our disclosure controls and procedures were not effective to give reasonable assurance that the information required to be disclosed in our reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and to ensure that the information required to be disclosed in the reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and chief financial officer, in a manner that allows timely decisions regarding required disclosure.

On May 14, 2021, the Company announced that an internal investigation had discovered that a recently terminated employee in the Company’s accounting department had been embezzling Company funds. The investigation indicated losses of approximately $500,000 occurring between 2016 and 2021. As a result of the findings of the investigation, the terminated employee returned the majority of the embezzled funds to the Company.

The employee had taken advantage of a complex consolidation process between multiple ERP systems, a lack of segregation of duties, weak internal controls, and a lack of managerial oversight.

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

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

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

26

Limitations on Effectiveness of Controls and Procedures

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

There were no changes in our internal controls over financial reporting during the quarter ended September 30, 2021 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

27

PART II. – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

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

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

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.
	None.

Item 3. Defaults Upon Senior Securities.

As of September 30, 2021, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is $6,551 as of September 30, 2021.

To date, we are in default for not executing the amendments to extend the maturity date and related payment deferrals of the promissory notes payable to Little Harbor, GH and Golisano LLC which matured on October 22, 2021 (see Note 6). As of September 30, 2021 we had $8,037, $28,455 and $39,509 of net of discount indebtedness outstanding to Little Harbor, GH and Golisano LLC, respectively.   

Item 4.	Mine Safety Disclosures.
	Not applicable.

Item 5.	Other Information.
	None.

28

Item 6. Exhibits.

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

Exhibit Number	Exhibit Description
10.1	Amendment No. 18 to Credit and Security Agreement, dated as of April 22, 2021, by and among Twinlab Consolidated Holdings, Inc., Twinlab Consolidation Corporation, Twinlab Holdings, Inc., ISI Brands Inc., Twinlab Corporation, NutraScience Labs, Inc., NutraScience Labs IP Corporation, Organic Holdings LLC, Reserve Life Organics, LLC, Resvitale, LLC, Re-Body, LLC, Innovitamin Organics, LLC, Organics Management LLC, Cocoawell, LLC, Fembody, LLC, Reserve Life Nutrition, L.L.C., Innovita Specialty Distribution, LLC, Joie Essance, LLC and MidCap Funding IV Trust (incorporated by reference from the Company's Current Report on Form 8-K filed on August 13, 2021).
31.1	Rule 13a-14(a)/15d-14(a) Certification.
31.2	Rule 13a-14(a)/15d-14(a) Certification.
32.1*	Certification Pursuant to 18 U.S.C. Section 1350.
32.2*	Certification Pursuant to 18 U.S.C. Section 1350.
101.INS	Inline XBRL Instance.
101.SCH	Inline XBRL Taxonomy Extension Schema.
101.CA	Inline XBRL Taxonomy Extension Calculation.
101.DEF	Inline XBRL Taxonomy Extension Definition.
101.LAB	Inline XBRL Taxonomy Extension Label.
101.PRE	Inline XBRL Taxonomy Extension Presentation.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Furnished herewith.

29

SIGNATURES

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

	TWINLAB CONSOLIDATED HOLDINGS, INC.
Date: November 15, 2021	By:	/s/ Daniel DiPofi
		Daniel DiPofi
		Chief Executive Officer and Director
Date: November 15, 2021	By:	/s/ Kyle Casey
		Kyle Casey
		Chief Financial Officer

30

EX-31.1

Exhibit 31.1

Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002

I, Daniel DiPofi, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Twinlab Consolidated Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13g-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021

/s/ Daniel DiPofi

Daniel DiPofi

Chief Executive Officer and Director

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification of Periodic Report under Section 302 of the Sarbanes-Oxley Act of 2002

I, Kyle Casey, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Twinlab Consolidated Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13g-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures, and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 15, 2021

/s/ Kyle Casey

Kyle Casey

Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

Certification Of
Principal Executive Officer
Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Twinlab Consolidated Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Daniel DiPofi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Report and results of operations of the Company for the period covered by the Report.

Date: November 15, 2021	/s/ Daniel DiPofi
	Daniel DiPofi Chief Executive Officer and Director
	(Principal Executive Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Twinlab Consolidated Holdings, Inc. and will be retained by Twinlab Consolidated Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification Of
Principal Financial Officer
Pursuant To 18 U.S.C. Section 1350,
As Adopted Pursuant To
Section 906 of The Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Twinlab Consolidated Holdings, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kyle Casey, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) The information contained in the Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Report and results of operations of the Company for the period covered by the Report.

Dated: November 15, 2021	/s/ Kyle Casey
	Kyle Casey
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Twinlab Consolidated Holdings, Inc. and will be retained by Twinlab Consolidated Holdings, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2021	Nov. 10, 2021
Document Information [Line Items]
Entity Central Index Key	0001590695
Entity Registrant Name	Twinlab Consolidated Holdings, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2021
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2021
Document Transition Report	false
Entity File Number	000-55181
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	46-3951742
Entity Address, Address Line One	4800 T-Rex Avenue, Suite 305
Entity Address, City or Town	Boca Raton
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33431
City Area Code	561
Local Phone Number	443-4301
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	TLCC
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		259,092,833

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Current assets:
Cash	$ 2,148	$ 424
Accounts receivable, net	10,399	8,425
Inventories, net	10,571	6,301
Prepaid expenses and other current assets	2,067	2,195
Total current assets	25,185	17,345
Property and equipment, net	143	65
Right-of-use assets	5,847	4,710
Intangible assets, net	2,970	3,253
Goodwill	8,818	8,818
Other assets	1,713	760
Total assets	44,676	34,951
Current liabilities:
Accounts payable	4,612	4,712
Lease liabilities	1,003	742
Accrued expenses and other current liabilities	9,661	9,372
Accrued interest	25,233	20,359
Notes payable and current portion of long-term debt	100,188	96,847
Total current liabilities	140,697	132,032
Liabilities, Noncurrent [Abstract]
Lease liabilities	5,469	4,592
Notes payable and long-term debt, net of current and debt discount	382	476
Total long-term liabilities	5,851	5,068
Total liabilities	146,548	137,100
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 392,864,182 shares issued, respectively	394	393
Additional paid-in capital	231,249	231,250
Stock subscriptions receivable	(30)	(30)
Treasury stock, 134,806,051 shares at cost	(500)	(500)
Accumulated deficit	(332,985)	(333,262)
Total stockholders’ deficit	(101,872)	(102,149)
Total liabilities and stockholders' deficit	$ 44,676	$ 34,951

XML

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2021	Dec. 31, 2020
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	392,864,182
Treasury stock, shares (in shares)	134,806,051	134,806,051

XML

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Income Statement [Abstract]
Net sales	$ 18,272	$ 18,371	$ 55,841	$ 47,012
Cost of sales	12,230	14,669	37,844	35,322
Gross profit	6,042	3,702	17,997	11,690
Operating costs and expenses:
Selling expenses	912	420	2,538	1,044
General and administrative expenses	4,096	2,981	9,067	12,567
Income (loss) from operations	1,034	301	6,392	(1,921)
Other income (expense):
Interest expense, net	(2,208)	(2,183)	(6,619)	(6,489)
Gain on change in derivative liabilities	0	178	0	35
Other income (expense)	(14)	(148)	504	(3)
Total other expense	(2,222)	(2,153)	(6,115)	(6,457)
Income (loss) before income taxes	(1,188)	(1,852)	277	(8,378)
Provision for income taxes	0	0	0	0
Total net income (loss)	$ (1,188)	$ (1,852)	$ 277	$ (8,378)
Weighted average number of common shares outstanding - basic (in shares)	259,092,833	258,058,131	258,751,722	257,345,636
Net income (loss) per common share - basic (in dollars per share)	$ 0.00	$ (0.01)	$ 0.00	$ (0.03)
Weighted average number of common shares outstanding - diluted (in shares)	259,092,833	259,086,721	258,751,722	260,486,654
Net income (loss) per common share - diluted (in dollars per share)	$ 0.00	$ (0.01)	$ 0.00	$ (0.03)

XML

Condensed Consolidated Statements of Stockholders' Deficit (Unaudited) - 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, 2019		390,449,879			134,806,051
Balance at Dec. 31, 2019	$ (87,760)	$ 390	$ 231,253	$ (30)	$ (500)	$ (318,873)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of warrants (in shares)		1,141,405			0
Shares issued upon exercise of warrants	0	$ 2	(2)	0	$ 0	0
Net income (loss)	(5,164)	$ 0	0	0	$ 0	(5,164)
Balance (in shares) at Mar. 31, 2020		391,591,284			134,806,051
Balance at Mar. 31, 2020	(92,924)	$ 392	231,251	(30)	$ (500)	(324,037)
Balance (in shares) at Dec. 31, 2019		390,449,879			134,806,051
Balance at Dec. 31, 2019	(87,760)	$ 390	231,253	(30)	$ (500)	(318,873)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(8,378)
Balance (in shares) at Sep. 30, 2020		392,864,182			134,806,051
Balance at Sep. 30, 2020	(96,138)	$ 393	231,250	(30)	$ (500)	(327,251)
Balance (in shares) at Mar. 31, 2020		391,591,284			134,806,051
Balance at Mar. 31, 2020	(92,924)	$ 392	231,251	(30)	$ (500)	(324,037)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of warrants (in shares)		1,272,898			0
Shares issued upon exercise of warrants	0	$ 1	(1)	0	$ 0	0
Net income (loss)	(1,362)	$ 0	0	0	$ 0	(1,362)
Balance (in shares) at Jun. 30, 2020		392,864,182			134,806,051
Balance at Jun. 30, 2020	(94,286)	$ 393	231,250	(30)	$ (500)	(325,399)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,852)	$ 0	0	0	$ 0	(1,852)
Balance (in shares) at Sep. 30, 2020		392,864,182			134,806,051
Balance at Sep. 30, 2020	(96,138)	$ 393	231,250	(30)	$ (500)	(327,251)
Balance (in shares) at Dec. 31, 2020		392,864,182			134,806,051
Balance at Dec. 31, 2020	(102,149)	$ 393	231,250	(30)	$ (500)	(333,262)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Shares issued upon exercise of warrants (in shares)		1,034,702			0
Shares issued upon exercise of warrants	0	$ 1	(1)	0	$ 0	0
Net income (loss)	383	$ 0	0	0	$ 0	383
Balance (in shares) at Mar. 31, 2021		393,898,884			134,806,051
Balance at Mar. 31, 2021	(101,766)	$ 394	231,249	(30)	$ (500)	(332,879)
Balance (in shares) at Dec. 31, 2020		392,864,182			134,806,051
Balance at Dec. 31, 2020	(102,149)	$ 393	231,250	(30)	$ (500)	(333,262)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	277
Balance (in shares) at Sep. 30, 2021		393,898,884			134,806,051
Balance at Sep. 30, 2021	(101,872)	$ 394	231,249	(30)	$ (500)	(332,985)
Balance (in shares) at Mar. 31, 2021		393,898,884			134,806,051
Balance at Mar. 31, 2021	(101,766)	$ 394	231,249	(30)	$ (500)	(332,879)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	1,082	$ 0	0	0	$ 0	1,082
Balance (in shares) at Jun. 30, 2021		393,898,884			134,806,051
Balance at Jun. 30, 2021	(100,684)	$ 394	231,249	(30)	$ (500)	(331,797)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	(1,188)	$ 0	0	0	$ 0	(1,188)
Balance (in shares) at Sep. 30, 2021		393,898,884			134,806,051
Balance at Sep. 30, 2021	$ (101,872)	$ 394	$ 231,249	$ (30)	$ (500)	$ (332,985)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities:
Net income (loss)	$ 277	$ (8,378)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	351	860
Amortization of right-to-use assets	656	591
Amortization of debt discount	647	736
Recovery of obsolete inventories	(1,001)	(206)
Recovery of losses on accounts receivable	(682)	(3,251)
Gain on change in derivative liability	0	(35)
Changes in operating assets and liabilities:
Accounts receivable	(1,292)	3,939
Inventories	(3,269)	(1,459)
Prepaid expenses and other current assets	128	(508)
Other assets	(955)	56
Accounts payable	(99)	(3,443)
Lease liabilities	(655)	(599)
Accrued expenses and other current liabilities	5,164	7,289
Net cash used in operating activities	(730)	(4,408)
Cash flows from investing activities:
Purchase of property and equipment	(147)	(20)
Cash flows from financing activities:
Proceeds from the issuance of debt	1,344	6,674
Repayment of debt	0	(2,310)
Net borrowings from revolving credit facility	1,257	671
Net cash provided by financing activities	2,601	5,035
Net increase in cash	1,724	607
Cash at the beginning of the period	424	270
Cash at the end of the period	2,148	877
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$ 1,098	$ 1,032

XML

Note 1 - Nature of Business

9 Months Ended

Sep. 30, 2021

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Business

Note 1 – Nature of Business

Nature of Business

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

We are an integrated marketer, distributor, and retailer of branded nutritional supplements and other natural products sold to and through domestic health and natural food stores, mass market retailers, specialty store retailers, on-line retailers, and websites. Internationally, we market and distribute branded nutritional supplements and other natural products to and through health and natural product distributors and retailers.

Our products include vitamins, minerals, specialty supplements and sports nutrition products sold under the Twinlab® brand name, a market leader in the healthy aging and beauty from within categories sold under the Reserveage Nutrition and ResVitale® brand names; diet and energy products sold under the Metabolife® brand name; and a full line of herbal teas sold under the Alvita® brand name. To accommodate consumer preferences, our products come in various formulations and delivery forms, including capsules, tablets, softgels, chewables, liquids, sprays and powders. These products are sold primarily through health and natural food stores and on-line retailers, supermarkets, and mass-market retailers. 

We also perform services between private label distributors and contract manufacturers under the NutraScience Labs (“NSL”) brand name. NSL facilitates the production of new supplements to market and reformulates existing products to include scientifically-backed ingredients. We provide our customers with numerous production services, including manufacturing, testing, label and packaging design, order fulfillment, and regulatory compliance.

NSL facilitates 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 and probiotics, supplements for weight management, and sports nutrition supplements. Our role in the production of these products is to help our customers manufacture or reformulate dietary supplements for sale and distribution. We do this by working with contract manufacturers to build scientifically backed formulas for resale to our end customers. We also simplify 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 do not market these private label products, but rather sell the products to the customer, who is then responsible for the marketing, distribution, and sale to retailers or to their end customers.

Going Concern

The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes continuity of operations and realization of assets and liabilities in the ordinary course of business. As of September 30, 2021, we had an accumulated deficit of $332,985. Historical losses are primarily attributable to lower than planned sales resulting from low fill rates on demand due to limitations of our working capital, delayed product introductions and postponed marketing activities, merger-related and other restructuring costs, and interest and refinancing charges associated with our debt refinancing. Losses have been funded primarily through debt.

Because of our history of operating losses and significant interest expense on our debt, we have a working capital deficiency of $115,512 as of September 30, 2021. We also have $100,188 of debt, net of discount, presented in current liabilities. These continuing conditions, among others, raise substantial doubt about our ability to continue as a going concern.

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

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Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

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

Basis of Presentation

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

Principles of Consolidation

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

Use of Estimates

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

Contract Liabilities

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

	September 30, 2021		December 31, 2020
Contract Liabilities - Customer Deposits	$	4,604	$	3,874
Contract Liabilities - Guaranteed Returns		56		60
	$	4,660	$	3,934

Disaggregation of Revenue

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

	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020
Product Sales	$	18,106	$	18,291
Fulfillment Services		166		80
	$	18,272	$	18,371

	Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Product Sales	$	55,200	$	46,817
Fulfillment Services		641		195
	$	55,841	$	47,012

Fair Value of Financial Instruments

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

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

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

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

The Company did not have any financial instruments that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020.

Accounts Receivable and Allowances

We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of September 30, 2021, total allowances amounted to $1,419, of which $536 was related to doubtful accounts receivable. As of December 31, 2020, total allowances amounted to $2,101, of which $1,127 was related to doubtful accounts receivable.

Net Loss per Common Share

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

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021		2020
Numerator:
Net income (loss)	$	(1,188	)	$	(1,852	)	$	277	$	(8,378	)
Effect of dilutive securities on net income (loss):
Common stock warrants		-			(178	)		-		(35	)
Total net income (loss) for purpose of calculating diluted net income (loss) per common share	$	(1,188	)	$	(2,030	)	$	277	$	(8,413	)
Number of shares used in per common share calculations:
Total shares for purpose of calculating basic net income (loss) per common share		259,092,833			258,058,131			258,751,722		257,345,636
Weighted-average effect of dilutive securities:
Common stock warrants		-			1,028,590			-		3,141,018
Total shares for purpose of calculating diluted net income (loss) per common share		259,092,833			259,086,721			258,751,722		260,486,654
Net income (loss) per common share:
Basic	$	0.00		$	(0.01	)	$	0.00	$	(0.03	)
Diluted	$	0.00		$	(0.01	)	$	0.00	$	(0.03	)

Significant Concentration of Credit Risk

Sales to our top three customers aggregated to approximately 24% and 27% of total sales for the three months ended September 30, 2021 and 2020, respectively, and 28% and 24% of total sales for the nine months ended September 30, 2021 and 2020, respectively. Sales to one of those customers were approximately 13% and 15% of total sales for the three months ended September 30, 2021 and 2020, respectively, and 12% and 9% of total sales for the nine months ended September 30, 2021 and 2020, respectively. Accounts receivable from the top three customers were approximately 35% and 21% of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively.  A single customer represents 5% and 10% of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively. This customer is a related party through a director who sits on both the Company’s Board of Directors and that of the customer.

Leases

The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases. 

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 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees.

New and Recently Adopted Accounting Pronouncements

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

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Note 3 - Inventories, net

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Inventories

Note 3 – Inventories, net

Inventories, net consisted of the following:

	September 30, 2021			December 31, 2020
Raw materials	$	5,745		$	2,053
Finished goods		5,571			5,994
		11,316			8,047
Reserve for obsolete inventory		(745	)		(1,746	)
Inventories, net	$	10,571		$	6,301

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Note 4 - Property and Equipment, Net

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Note 4 – Property and Equipment, Net 

Property and equipment, net consisted of the following:

	September 30, 2021			December 31, 2020
Machinery and equipment	$	36		$	36
Leasehold improvements		118			20
Computers and other		137			88
		291			144
Accumulated depreciation and amortization		(148	)		(79	)
Property and equipment, net	$	143		$	65

Depreciation and amortization expense totaled $55 and $9 for the three months ended September 30, 2021 and 2020, respectively, and totaled $69 and $28 for the nine months ended September 30, 2021 and 2020, respectively.

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Note 5 - Intangible Assets

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 5 – Intangible Assets

Intangible assets consisted of the following:

	September 30, 2021			December 31, 2020
Trademarks	$	3,459		$	3,459
Indefinite-lived intangible assets		1,400			1,400
Customer relationships		8,663			8,663
		13,522			13,522
Accumulated amortization		(10,552	)		(10,269	)
Intangible assets, net	$	2,970		$	3,253

Trademarks are amortized over periods ranging from 3 to 30 years and customer relationships are amortized over periods ranging from 15 to 16 years. Amortization expense was $94 and $277 for the three months ended September 30, 2021, and 2020, respectively, and was $283 and $832 for the nine months ended September 30, 2021 and 2020, respectively.

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Note 6 - Debt

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Debt

Note 6 – Debt

Debt consisted of the following:  

	September 30,		December 31,
	2021		2020
Related Party Debt:
July 2014 note payable to Little Harbor, LLC	$	3,267	$	3,267
July 2016 note payable to Little Harbor, LLC		4,770		4,770
January 2016 note payable to Great Harbor Capital, LLC		2,500		2,500
March 2016 note payable to Great Harbor Capital, LLC		7,000		7,000
December 2016 note payable to Great Harbor Capital, LLC		2,500		2,500
August 2017 note payable to Great Harbor Capital, LLC		3,000		3,000
February 2018 note payable to Great Harbor Capital, LLC		2,000		2,000
July 2018 note payable to Great Harbor Capital, LLC, net of discount of $20 and $201 at September 30, 2021 and December 31, 2020, respectively		4,980		4,799
November 2018 note payable to Great Harbor Capital, LLC, net of discount of $24 and $244 at September 30, 2021 and December 31, 2020, respectively		3,975		3,756
February 2020 note payable to Great Harbor Capital, LLC		2,500		2,500
January 2016 note payable to Golisano Holdings LLC		2,500		2,500
March 2016 note payable to Golisano Holdings LLC		7,000		7,000
July 2016 note payable to Golisano Holdings LLC		4,770		4,770
December 2016 note payable to Golisano Holdings LLC		2,500		2,500
March 2017 note payable to Golisano Holdings LLC		3,267		3,267
February 2018 note payable to Golisano Holdings LLC		2,000		2,000
February 2020 note payable to Golisano Holdings LLC		2,500		2,500
November 2014 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $10 and $100 at September 30, 2021 and December 31, 2020, respectively		7,990		7,900
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $16 and $164 at September 30, 2021 and December 31, 2020, respectively		4,983		4,836
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1 and $9 at September 30, 2021 and December 31, 2020, respectively		1,999		1,991
Macatawa Bank		15,000		15,000
Total related party debt		91,001		90,356
Senior Credit Facility with Midcap		6,551		5,293
Other Debt:
May 2020 Note Payable to Fifth Third Bank, N.A.		1,674		1,674
February 2021 Note Payable to Fifth Third Bank, N.A.		1,344		-
Total other debt		3,018		1,674
Total debt		100,570		97,323
Less current portion		100,188		96,847
Long-term debt	$	382	$	476

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

On July 21, 2016, we issued an unsecured delayed draw promissory note in favor of Little Harbor (“Little Harbor Delayed Draw Note”), pursuant to which Little Harbor loaned us the full approved amount of $4,770 during the year ended December 31, 2016. This note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Little Harbor Escrow Warrant in Note 7). This unsecured note was scheduled to mature on January 28, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021. 

Little Harbor had 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 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 in December of 2021. To date, Little Harbor has not exercised any of its remedies available upon a default.

Great Harbor Capital LLC

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

January 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a January 28, 2016 unsecured promissory note (“January 2016 GH Note”) with Great Harbor Capital, LLC (“GH”), an affiliate of a member of our Board of Directors, GH lent us $2,500. The January 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $104 which payment was to commence on February 28, 2017 but was deferred to August 31, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The original maturity date of the January 2016 GH Note was January 28, 2019; with subsequent extensions of the maturity date to June 30, 2019 and October 22, 2021. 

March 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a March 21, 2016 unsecured promissory note (“March 2016 GH Note”), GH lent us $7,000. This March 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable in 24 monthly installments of $292 which payment was to commence on April 21, 2017 but was deferred to August 30, 2019. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). 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. 

December 2016 Note Payable to Great Harbor Capital, LLC

Pursuant to a December 31, 2016 unsecured promissory note (“December 2016 GH Note”), GH lent us $2,500. The December 2016 GH Note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on December 31, 2019, which was subsequently extended to October 22, 2021.

August 2017 Note Payable to Great Harbor Capital, LLC

Pursuant to an August 30, 2017 secured promissory note, GH lent us $3,000 (“August 2017 GH Note”). The August 2017 GH Note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see GH Escrow Warrants in Note 7). The note was scheduled to mature on August 29, 2020, which was subsequently extended to October 22, 2021. 

February 2018 Note Payable to Great Harbor Capital, LLC

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

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

July 2018 Note Payable to Great Harbor Capital, LLC

Pursuant to a July 27, 2018 secured promissory note, GH loaned the Company $5,000 ("July 2018 GH Note"). The July 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning September 1, 2018. The principal of the July 2018 GH Note was payable at maturity on January 27, 2020. The July 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity date to October 22, 2021.

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

November 2018 Note Payable to Great Harbor Capital, LLC

Pursuant to a November 5, 2018 secured promissory note, GH loaned the Company $4,000 ("November 2018 GH Note"). The November 2018 GH Note bears interest at an annual rate of 8.5%, with the principal payable on maturity. Interest on the outstanding principal accrues at a rate of 8.5% per year and is payable monthly on the first day of each month, beginning December 1, 2018. The principal of the November 2018 GH Note was payable at maturity on November 5, 2020. The November 2018 GH Note is secured by collateral. We issued a warrant to GH in connection with this loan (see GH Warrants in Note 7). In July 2019, the Company and GH amended this note to extend the maturity to October 22, 2021.

February 2020 Note Payable to Great Harbor Capital, LLC

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

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

Amendments to extend the maturity date and related payment deferrals have not been executed and these notes are currently in default. We anticipate extending the maturity dates and related payment deferrals with the lending parties in December of 2021. To date, GH has not exercised any of its remedies available upon a default.

Golisano Holdings LLC

Mr. B. Thomas Golisano, a member of the Company’s Board of Directors is a principal of Golisano LLC. 

November 2014 Note Payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.)

On November 13, 2014, we raised proceeds of $8,000, less certain fees and expenses, from the issuance of a secured note to Penta Mezzanine SBIC Fund I, L.P. (“Penta”). The managing director of Penta, an institutional investor, is also a director of our Company. We granted Penta a security interest in our assets and pledged the shares of our subsidiaries as security for the note. On March 8, 2017, Golisano LLC acquired this note payable from Penta (“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.

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 (“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. The 434,809 warrants expired unexercised on February 13, 2020. 

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

On February 6, 2015, we raised proceeds of $2,000, less certain fees and expenses, from the issuance of a secured note payable to Penta. The proceeds were restricted to pay a portion of the acquisition of the customer relationships of Nutricap. On March 8, 2017, Golisano LLC acquired this note payable from Penta (“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.

January 2016 Note Payable to Golisano Holdings LLC

Pursuant to a January 28, 2016 unsecured promissory note with Golisano LLC (“Golisano LLC January 2016 Note”), an affiliate of a member of our Board of Directors, Golisano LLC lent us $2,500. The note was scheduled to mature on January 28, 2019; 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, which was subsequently extended to October 22, 2021. Interest on the outstanding principal accrues at a rate of 8.5% per year. The principal of the Golisano LLC July 2016 Note is payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7).

December 2016 Note Payable to Golisano Holdings LLC

Pursuant to a December 31, 2016 unsecured promissory note, as amended and restated, Golisano LLC lent us $2,500 (“Golisano LLC December 2016 Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019, which was subsequently extended to October 22, 2021. 

March 2017 Note Payable to Golisano Holdings LLC

Pursuant to a March 14, 2017 unsecured promissory note, as amended and restated, Golisano LLC lent us $3,267 (“Golisano LLC March 2017 Note”). The note bears interest at an annual rate of 8.5%, with the principal payable at maturity. We issued a warrant into escrow in connection with this loan (see Golisano Escrow Warrants in Note 7). The note was scheduled to mature on December 30, 2019, which was subsequently extended to October 22, 2021. 

February 2018 Note Payable to Golisano Holdings LLC

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

February 2020 Note Payable to Golisano Holdings LLC

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

Golisano LLC 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 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 in December of 2021. To date, Golisano LLC has not exercised any of its remedies available upon a default.  

Macatawa Bank

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

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

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

Senior Credit Facility with Midcap

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

On September 2, 2016, we entered into an amendment with Midcap to increase the Senior Credit Facility to $17,000 and extend our facility an additional 12 months. We granted MidCap a first priority security interest in certain of our assets and pledged the shares of our subsidiaries as security for amounts owed under the Senior Credit Facility. We are required to pay Midcap an unused line fee of 0.50% per annum, a collateral management fee of 1.20% per month and interest of LIBOR plus 5% per annum, which was 5% per annum as of September 30, 2021. We issued a warrant to Midcap to purchase 500,000 shares of the Company’s common stock (see Midcap Warrant in Note 7).

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

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

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

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

We have incurred loan fees totaling $540 relating to the Senior Credit Facility and the subsequent amendments, which is also being amortized into interest expense over the term of the Senior Credit Facility. The balance owed on the Senior Credit Facility was $6,551 as of September 30, 2021.

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 ("Fifth Third Bank") 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 “PPP Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments that were due to begin December 1, 2020; however, the Company is applying for debt forgiveness for this loan, but no assurance can be provided that the forgiveness of any portion of the PPP Loan will be obtained. TCC may prepay 20% or less of the principal balance of the PPP Note at any time without notice. TCC used the proceeds of the PPP Loan for payroll, office rent, and utilities which allows the Company to seek forgiveness for this loan.

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

On February 9, 2021, TCC, the operating subsidiary of the Company, received the proceeds of a second loan from Fifth Third Bank, in the amount of $1,344 obtained under the Paycheck Protection Program. The PPP Loan, evidenced by a promissory note dated February 5, 2021 (the “Second PPP Note”), has a two-year term and bears interest at a rate of 1.0% per annum, with expected monthly principal and interest payments that were due to begin September 1, 2021; however, the Company is applying for debt forgiveness for this loan, but no assurance can be provided that the forgiveness of any portion of the PPP Loan will be obtained. TCC may prepay 20% or less of the principal balance of the Second PPP Note at any time without notice. TCC used the proceeds of the PPP Loan for payroll, which allows the Company to seek forgiveness for this loan.

Financial Covenants 

Certain of the foregoing debt agreements, as amended, require us to meet certain affirmative and negative covenants, including maintenance of specified ratios. As of September 30, 2021, we were in default for lack of compliance with the EBITDA-related financial covenant of the debt agreement with MidCap. The amount due to MidCap for this revolving credit line is $6,551 as of September 30, 2021.

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Note 7 - Warrants and Registration Rights Agreements

9 Months Ended

Sep. 30, 2021

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 September 30, 2021, and changes during the nine months then ended:

				Weighted Average
	Shares Underlying			Exercise
		Warrants		Price
Outstanding, December 31, 2020		6,034,702		$	0.07
Granted		-			-
Canceled / Expired		(500,000	)		-
Exercised		(1,034,702	)		-
Outstanding, September 30, 2021		4,500,000		$	0.01

Midcap Warrant

The line of credit agreement with MidCap described in Note 6 has been amended from time to time and when it was necessary under the terms of the agreement to obtain MidCap's consent to the transactions contemplated by the above mentioned GH notes and Golisano LLC notes. On April 22, 2019, subsequent to entering into the MidCap Seventeenth Amendment, the Company issued a warrant to MidCap exercisable for up to 500,000 shares of Company common stock at an exercise price of $0.76 per share. The Company has reserved 500,000 shares of Company common stock for issuance. The warrant expired on April 22, 2021 and was not reissued.

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 September 30, 2021, there were 21,730,287 outstanding warrants held in escrow (“Escrow Warrants”). These Escrow Warrants are held in escrow and are not exercisable unless the Company defaults on the related debt. While the related debt is currently in default (see Note 6), warrants are not expected to be exercised as the related debt is expected to be amended which will remedy the current default debt. These Escrow Warrants are as follows:         

Golisano Escrow Warrants

In connection with the Golisano LLC January 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 Golisano Warrant”). The January 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of January 28, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 Golisano Warrant. The January 2016 Golisano Warrant, if exercisable, expires on February 28, 2022. The January 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC March 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “March 2016 Golisano Warrant”). The March 2016 Golisano Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the related promissory note and any accrued and unpaid interest thereon as of March 21, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the related note agreement). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 Golisano Warrant. The March 2016 Golisano Warrant, if exercisable, expires on March 21, 2022. The March 2016 Golisano Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC July 2016 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 2,168,178 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano July 2016 Warrant”). The Golisano July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC July 2016 Note and any accrued and unpaid interest thereon as of July 21, 2019   (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) 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 LLC December 2016 Note and any accrued and unpaid interest thereon as of December 31, 2019, (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC December 2016 Note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the Golisano December 2016 Warrant. The Golisano December 2016 Warrant, if exercisable, expires on December 30, 2022. The Golisano December 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the Golisano LLC March 2017 Note, we issued into escrow in the name of Golisano LLC a warrant to purchase an aggregate of 1,484,847 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “Golisano March 2017 Warrant”). The Golisano March 2017 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Golisano LLC the entire unamortized principal amount of the Golisano LLC March 2017 Note and any accrued and unpaid interest thereon as of December 31, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the Golisano LLC March 2017 Note). We have reserved 1,484,847 shares of the Company’s common stock for issuance under the Golisano March 2017 Warrant. The Golisano March 2017 Warrant, if exercisable, expires on March 14, 2023. The Golisano March 2017 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

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

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

GH Escrow Warrants

In connection with a January 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,136,363 shares of the Company’s common stock at an exercise price of $0.01 per share (the “January 2016 GH Warrant”). The January 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the January 2016 GH Note and any accrued and unpaid interest thereon as of January 28, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the January 2016 GH Note). We have reserved 1,136,363 shares of the Company’s common stock for issuance under the January 2016 GH Warrant. The January 2016 GH Warrant, if exercisable, expires on February 28, 2022. The January 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with a March 2016 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 3,181,816 shares of the Company’s common stock at an exercise price of $0.01 per share (the “March 2016 GH Warrant”). The March 2016 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the March 2016 GH Note and any accrued and unpaid interest thereon as of March 21, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the March 2016 GH Note). We have reserved 3,181,816 shares of the Company’s common stock for issuance under the March 2016 GH Warrant. The March 2016 GH Warrant, if exercisable, expires on March 21, 2022. The March 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. 

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 had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the December 2016 GH Note). We have reserved 1,136,363 shares of common stock for issuance under the December 2016 GH Warrant. The December 2016 GH Warrant, if exercisable, expires on December 30, 2022. The December 2016 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

In connection with the August 2017 GH Note, we issued into escrow in the name of GH a warrant to purchase an aggregate of 1,363,636 shares of the Company’s common stock, at an exercise price of $0.01 per share (the “August 2017 GH Warrant”). The August 2017 GH Warrant will not be released from escrow or be exercisable unless and until we fail to pay GH the entire unamortized principal amount of the August 2017 GH Note and any accrued and unpaid interest thereon as of August 29, 2020 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an Acceleration Notice (as defined in the August 2017 GH Note). We have reserved 1,363,636 shares of common stock for issuance under the August 2017 GH Warrant. The August 2017 GH Warrant, if exercisable, expires on August 30, 2023. The August 2017 GH Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets.

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

Little Harbor Escrow Warrant

The Little Harbor Delayed Draw Note required that we issue into escrow in the name of Little Harbor a warrant to purchase an aggregate of 2,168,178 shares of common stock at an exercise price of $0.01 per share (the “Little Harbor July 2016 Warrant”). The Little Harbor July 2016 Warrant will not be released from escrow or be exercisable unless and until we fail to pay Little Harbor the entire unamortized principal amount of the Little Harbor Delayed Draw Note and any accrued and unpaid interest thereon as of January 28, 2019 (which had been extended to October 22, 2021. The company is working on extend further. – See Note 6) or such earlier date as is required pursuant to an acceleration notice (as defined in the Little Harbor Delayed Draw Note). We have reserved 2,168,178 shares of the Company’s common stock for issuance under the Little Harbor July 2016 Warrant. The Little Harbor July 2016 Warrant, if exercisable, expires on July 21, 2022. The Little Harbor July 2016 Warrant is also subject to customary adjustments upon any recapitalization, capital reorganization or reclassification, consolidation, merger or transfer of all or substantially all of our assets. The Little Harbor July 2016 Warrant grants Little Harbor certain registration rights for the shares of the Company’s common stock issuable upon exercise of the Little Harbor July 2016 Warrant.

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Note 8 - Leases

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Leases

Note 8 – Leases

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

In August 2021, the Company amended one of its lease agreements for office space to expand into an additional 1,533 square feet commencing on September 1, 2021, for a period of 2 years and 1 month, ending in October 2023. The base annual rent is $60 plus applicable sales taxes. 

For the three months and nine months ended September 30, 2021, the Company incurred $244 and $675, respectively, of lease expense on the condensed consolidated statements of operations in relation to these operating leases, of which $81 and $244 was variable rent expense associated with capitalized operating leases and not included within the measurement of the Company's operating right-of-use assets and lease liabilities. The variable rent expense consists primarily of the Company's proportionate share of operating expenses, property taxes and insurance, and it is classified as lease expense due to the Company's election to not separate lease and non-lease components.

As of September 30, 2021, the maturities of the Company’s lease liabilities were as follows:

2021 (excluding the nine months ended September 30, 2021)	$	366
2022		1,505
2023		1,534
2024		1,524
2025		1,566
Thereafter		1,455
Total lease payments		7,950
Less: imputed interest		(1,478	)
Present value of lease liabilities	$	6,472

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

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Sublease income	$	196		$	582
Cash paid for operating leases	$	355		$	1,013
Weighted average remaining lease term (years) - operating leases		5.1			5.1
Weighted average discount rate – operating leases		8.25	%		8.25	%

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Note 9 - Stockholders' Deficit

9 Months Ended

Sep. 30, 2021

Equity [Abstract]

Stockholders' Deficit

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 Twinlab Consolidation Corporation 2013 Stock Incentive Plan (the “TCC Plan”) was originally established with a pool of 20,000,000 shares of common stock for issuance as incentive awards to employees for the purposes of attracting and retaining qualified employees. The Company estimated the grant date fair market value per share of the restricted stock units and amortized the total estimated grant date value over the vesting periods. The restricted stock unit awards vested 25% each annually on various dates through 2019. There were no outstanding or unvested restricted stock units at December 31, 2020 or September 30, 2021. As of September 30, 2021, 7,194,412 shares remain available for use in the TCC Plan. 

Stock Subscription Receivable and Loss on Stock Price Guarantee

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

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Note 10 - Subsequent Events

9 Months Ended

Sep. 30, 2021

Subsequent Events [Abstract]

Subsequent Events

NOTE 10 – SUBSEQUENT EVENTS

   SUBLEASES

On October 1, 2021, the Company entered into a sublease agreement for 13,111 square feet of office space within the same building of our current office in Boca Raton, Florida. Occupancy of the property commenced on October 1, 2021 and concludes on February 28, 2026, with total rent to be collected over this period of $918,484.

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Note 2 - Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

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

Principles of Consolidation

Principles of Consolidation

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

Use of Estimates

Use of Estimates

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

Contract Liabilities

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:

	September 30, 2021		December 31, 2020
Contract Liabilities - Customer Deposits	$	4,604	$	3,874
Contract Liabilities - Guaranteed Returns		56		60
	$	4,660	$	3,934

Disaggregation of Revenue

Disaggregation of Revenue

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

	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020
Product Sales	$	18,106	$	18,291
Fulfillment Services		166		80
	$	18,272	$	18,371

	Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Product Sales	$	55,200	$	46,817
Fulfillment Services		641		195
	$	55,841	$	47,012

Fair Value of Financial Instruments

Fair Value of Financial Instruments

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

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

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

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

The Company did not have any financial instruments that are measured at fair value on a recurring basis as of September 30, 2021 and December 31, 2020.

Accounts Receivable and Allowances

Accounts Receivable and Allowances

We grant credit to customers and generally do not require collateral or other security. We perform credit evaluations of our customers and provide for expected claims related to promotional items, customer discounts, shipping shortages, damages, and doubtful accounts based upon historical bad debt and claims experience. As of September 30, 2021, total allowances amounted to $1,419, of which $536 was related to doubtful accounts receivable. As of December 31, 2020, total allowances amounted to $2,101, of which $1,127 was related to doubtful accounts receivable.

Net Loss per Common Share

Net Loss per Common Share

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

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021		2020
Numerator:
Net income (loss)	$	(1,188	)	$	(1,852	)	$	277	$	(8,378	)
Effect of dilutive securities on net income (loss):
Common stock warrants		-			(178	)		-		(35	)
Total net income (loss) for purpose of calculating diluted net income (loss) per common share	$	(1,188	)	$	(2,030	)	$	277	$	(8,413	)
Number of shares used in per common share calculations:
Total shares for purpose of calculating basic net income (loss) per common share		259,092,833			258,058,131			258,751,722		257,345,636
Weighted-average effect of dilutive securities:
Common stock warrants		-			1,028,590			-		3,141,018
Total shares for purpose of calculating diluted net income (loss) per common share		259,092,833			259,086,721			258,751,722		260,486,654
Net income (loss) per common share:
Basic	$	0.00		$	(0.01	)	$	0.00	$	(0.03	)
Diluted	$	0.00		$	(0.01	)	$	0.00	$	(0.03	)

Significant Concentration of Credit Risk

Significant Concentration of Credit Risk

Sales to our top three customers aggregated to approximately 24% and 27% of total sales for the three months ended September 30, 2021 and 2020, respectively, and 28% and 24% of total sales for the nine months ended September 30, 2021 and 2020, respectively. Sales to one of those customers were approximately 13% and 15% of total sales for the three months ended September 30, 2021 and 2020, respectively, and 12% and 9% of total sales for the nine months ended September 30, 2021 and 2020, respectively. Accounts receivable from the top three customers were approximately 35% and 21% of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively.  A single customer represents 5% and 10% of total accounts receivable as of September 30, 2021 and December 31, 2020, respectively. This customer is a related party through a director who sits on both the Company’s Board of Directors and that of the customer.

Leases

Leases

The Company accounts for leases in accordance with Accounting Standards Codification ("ASC") 842. The Company reviews all contracts and determines if the arrangement is or contains a lease, at inception. Operating leases are included in right-of-use (“ROU”) assets, current lease liabilities and long-term lease liabilities on the condensed consolidated balance sheets. The Company does not have any finance leases. 

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 months or less are not recorded on the balance sheet. The Company’s lease agreements do not contain any residual value guarantees.

New and Recently Adopted Accounting Pronouncements

New and Recently Adopted Accounting Pronouncements

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

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Note 2 - Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2021

Accounting Policies [Abstract]

Schedule of contract liabilities

	September 30, 2021		December 31, 2020
Contract Liabilities - Customer Deposits	$	4,604	$	3,874
Contract Liabilities - Guaranteed Returns		56		60
	$	4,660	$	3,934

Schedule of disaggregation of revenue

	Three Months Ended September 30, 2021		Three Months Ended September 30, 2020
Product Sales	$	18,106	$	18,291
Fulfillment Services		166		80
	$	18,272	$	18,371

	Nine Months Ended September 30, 2021		Nine Months Ended September 30, 2020
Product Sales	$	55,200	$	46,817
Fulfillment Services		641		195
	$	55,841	$	47,012

Schedule of computation of basic and diluted net loss per share

	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021		2020
Numerator:
Net income (loss)	$	(1,188	)	$	(1,852	)	$	277	$	(8,378	)
Effect of dilutive securities on net income (loss):
Common stock warrants		-			(178	)		-		(35	)
Total net income (loss) for purpose of calculating diluted net income (loss) per common share	$	(1,188	)	$	(2,030	)	$	277	$	(8,413	)
Number of shares used in per common share calculations:
Total shares for purpose of calculating basic net income (loss) per common share		259,092,833			258,058,131			258,751,722		257,345,636
Weighted-average effect of dilutive securities:
Common stock warrants		-			1,028,590			-		3,141,018
Total shares for purpose of calculating diluted net income (loss) per common share		259,092,833			259,086,721			258,751,722		260,486,654
Net income (loss) per common share:
Basic	$	0.00		$	(0.01	)	$	0.00	$	(0.03	)
Diluted	$	0.00		$	(0.01	)	$	0.00	$	(0.03	)

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Note 3 - Inventories, net (Tables)

9 Months Ended

Sep. 30, 2021

Inventory Disclosure [Abstract]

Schedule of Inventories, net

	September 30, 2021			December 31, 2020
Raw materials	$	5,745		$	2,053
Finished goods		5,571			5,994
		11,316			8,047
Reserve for obsolete inventory		(745	)		(1,746	)
Inventories, net	$	10,571		$	6,301

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Note 4 - Property and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2021

Property, Plant and Equipment [Abstract]

Schedule of property and equipment, net

	September 30, 2021			December 31, 2020
Machinery and equipment	$	36		$	36
Leasehold improvements		118			20
Computers and other		137			88
		291			144
Accumulated depreciation and amortization		(148	)		(79	)
Property and equipment, net	$	143		$	65

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Note 5 - Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of intangible assets

	September 30, 2021			December 31, 2020
Trademarks	$	3,459		$	3,459
Indefinite-lived intangible assets		1,400			1,400
Customer relationships		8,663			8,663
		13,522			13,522
Accumulated amortization		(10,552	)		(10,269	)
Intangible assets, net	$	2,970		$	3,253

Trademarks are amortized over periods ranging from 3 to 30 years and customer relationships are amortized over periods ranging from 15 to 16 years. Amortization expense was $94 and $277 for the three months ended September 30, 2021, and 2020, respectively, and was $283 and $832 for the nine months ended September 30, 2021 and 2020, respectively.

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Note 6 - Debt (Tables)

9 Months Ended

Sep. 30, 2021

Debt Disclosure [Abstract]

Schedule of debt

	September 30,		December 31,
	2021		2020
Related Party Debt:
July 2014 note payable to Little Harbor, LLC	$	3,267	$	3,267
July 2016 note payable to Little Harbor, LLC		4,770		4,770
January 2016 note payable to Great Harbor Capital, LLC		2,500		2,500
March 2016 note payable to Great Harbor Capital, LLC		7,000		7,000
December 2016 note payable to Great Harbor Capital, LLC		2,500		2,500
August 2017 note payable to Great Harbor Capital, LLC		3,000		3,000
February 2018 note payable to Great Harbor Capital, LLC		2,000		2,000
July 2018 note payable to Great Harbor Capital, LLC, net of discount of $20 and $201 at September 30, 2021 and December 31, 2020, respectively		4,980		4,799
November 2018 note payable to Great Harbor Capital, LLC, net of discount of $24 and $244 at September 30, 2021 and December 31, 2020, respectively		3,975		3,756
February 2020 note payable to Great Harbor Capital, LLC		2,500		2,500
January 2016 note payable to Golisano Holdings LLC		2,500		2,500
March 2016 note payable to Golisano Holdings LLC		7,000		7,000
July 2016 note payable to Golisano Holdings LLC		4,770		4,770
December 2016 note payable to Golisano Holdings LLC		2,500		2,500
March 2017 note payable to Golisano Holdings LLC		3,267		3,267
February 2018 note payable to Golisano Holdings LLC		2,000		2,000
February 2020 note payable to Golisano Holdings LLC		2,500		2,500
November 2014 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $10 and $100 at September 30, 2021 and December 31, 2020, respectively		7,990		7,900
January 2015 note payable to Golisano Holdings LLC (formerly payable to JL-BBNC Mezz Utah, LLC), net of discount and unamortized loan fees in the aggregate of $16 and $164 at September 30, 2021 and December 31, 2020, respectively		4,983		4,836
February 2015 note payable to Golisano Holdings LLC (formerly payable to Penta Mezzanine SBIC Fund I, L.P.), net of discount and unamortized loan fees in the aggregate of $1 and $9 at September 30, 2021 and December 31, 2020, respectively		1,999		1,991
Macatawa Bank		15,000		15,000
Total related party debt		91,001		90,356
Senior Credit Facility with Midcap		6,551		5,293
Other Debt:
May 2020 Note Payable to Fifth Third Bank, N.A.		1,674		1,674
February 2021 Note Payable to Fifth Third Bank, N.A.		1,344		-
Total other debt		3,018		1,674
Total debt		100,570		97,323
Less current portion		100,188		96,847
Long-term debt	$	382	$	476

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Note 7 - Warrants and Registration Rights Agreements (Tables)

9 Months Ended

Sep. 30, 2021

Warrants and Rights Note Disclosure [Abstract]

Summary of warrants

				Weighted Average
	Shares Underlying			Exercise
		Warrants		Price
Outstanding, December 31, 2020		6,034,702		$	0.07
Granted		-			-
Canceled / Expired		(500,000	)		-
Exercised		(1,034,702	)		-
Outstanding, September 30, 2021		4,500,000		$	0.01

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Note 8 - Leases (Tables)

9 Months Ended

Sep. 30, 2021

Leases [Abstract]

Schedule of maturities of lease liabilities

2021 (excluding the nine months ended September 30, 2021)	$	366
2022		1,505
2023		1,534
2024		1,524
2025		1,566
Thereafter		1,455
Total lease payments		7,950
Less: imputed interest		(1,478	)
Present value of lease liabilities	$	6,472

Schedule of other information regarding leases

	Three Months Ended September 30, 2021			Nine Months Ended September 30, 2021
Sublease income	$	196		$	582
Cash paid for operating leases	$	355		$	1,013
Weighted average remaining lease term (years) - operating leases		5.1			5.1
Weighted average discount rate – operating leases		8.25	%		8.25	%

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Note 1 - Nature of Business (Details Textual) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ (332,985)	$ (333,262)
Working Capital Deficiency	115,512
Long-term Debt, Current Maturities, Total	$ 100,188	$ 96,847

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Note 2 - Summary of Significant Accounting Policies (Details Textual) $ in Thousands	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2021 USD ($) customer	Sep. 30, 2020 customer	Sep. 30, 2021 USD ($) customer	Sep. 30, 2020 customer	Dec. 31, 2020 USD ($) customer
Revenue, Major Customer [Line Items]
Accounts Receivable, Allowance for Credit Loss, Current | $	$ 1,419		$ 1,419		$ 2,101
Allowance for Accounts Receivable, Current, Doubtful Accounts | $	$ 536		$ 536		$ 1,127
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | Top Three Customers [Member]
Revenue, Major Customer [Line Items]
Number of Major Customers	3	3	3	3
Concentration Risk, Percentage	24.00%	27.00%	28.00%	24.00%
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | One of Top Three Customers [Member]
Revenue, Major Customer [Line Items]
Number of Major Customers	1	1	1	1
Concentration Risk, Percentage	13.00%	15.00%	12.00%	9.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Top Three Customers [Member]
Revenue, Major Customer [Line Items]
Number of Major Customers			3		3
Concentration Risk, Percentage			35.00%		21.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | One of Top Three Customers [Member]
Revenue, Major Customer [Line Items]
Number of Major Customers			1		1
Concentration Risk, Percentage			5.00%		10.00%

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Note 2 - Summary of Significant Accounting Policies - Contract Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Contract Liabilities - Customer Deposits	$ 4,604	$ 3,874
Contract Liabilities - Guaranteed Returns	56	60
Contract Liabilities	$ 4,660	$ 3,934

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Note 2 - Summary of Significant Accounting Policies - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Disaggregation of Revenue [Line Items]
Net sales	$ 18,272	$ 18,371	$ 55,841	$ 47,012
Product Sales [Member]
Disaggregation of Revenue [Line Items]
Net sales	18,106	18,291	55,200	46,817
Fulfillment Services [Member]
Disaggregation of Revenue [Line Items]
Net sales	$ 166	$ 80	$ 641	$ 195

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Note 2 - Summary of Significant Accounting Policies - Basic and Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2020	Jun. 30, 2020	Mar. 31, 2020	Sep. 30, 2021	Sep. 30, 2020
Accounting Policies [Abstract]
Net Income (Loss) Attributable to Parent	$ (1,188)	$ 1,082	$ 383	$ (1,852)	$ (1,362)	$ (5,164)	$ 277	$ (8,378)
Effect of dilutive securities on net income (loss): Common stock warrants	0			(178)			0	(35)
Total net income (loss) for purpose of calculating diluted net income (loss) per common share	$ (1,188)			$ (2,030)			$ 277	$ (8,413)
Number of shares used in per common share calculations:
Weighted Average Number of Shares Outstanding, Basic	259,092,833			258,058,131			258,751,722	257,345,636
Weighted-average effect of dilutive securities: Common stock warrants (in shares)	0			1,028,590			0	3,141,018
Total shares for purpose of calculating diluted net income (loss) per common share (in shares)	259,092,833			259,086,721			258,751,722	260,486,654
Net income (loss) per common share:
Basic (in dollars per share)	$ 0.00			$ (0.01)			$ 0.00	$ (0.03)
Diluted (in dollars per share)	$ 0.00			$ (0.01)			$ 0.00	$ (0.03)

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Note 3 - Inventories, net (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 5,745	$ 2,053
Finished goods	5,571	5,994
Inventory, Gross, Total	11,316	8,047
Reserve for obsolete inventory	(745)	(1,746)
Inventories, net	$ 10,571	$ 6,301

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Note 4 - Property and Equipment, Net (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Property and Equipment, Net
Property, plant and equipment	$ 291	$ 144
Accumulated depreciation and amortization	(148)	(79)
Property and equipment, net	143	65
Machinery and equipment [Member]
Property and Equipment, Net
Property, plant and equipment	36	36
Leasehold improvements [Member]
Property and Equipment, Net
Property, plant and equipment	118	20
Computers and Other [Member]
Property and Equipment, Net
Property, plant and equipment	$ 137	$ 88

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Note 4 - Property and Equipment, Net (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 55	$ 9	$ 69	$ 28

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Note 5 - Intangible Assets (Details Textual) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2021	Sep. 30, 2020	Sep. 30, 2021	Sep. 30, 2020
Finite-Lived Intangible Assets [Line Items]
Amortization of Intangible Assets, Total	$ 94	$ 277	$ 283	$ 832
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

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Note 5 - Intangible Assets - Summary of Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived intangible assets	$ 1,400	$ 1,400
Intangible assets, gross	13,522	13,522
Accumulated amortization	(10,552)	(10,269)
Intangible assets, net	2,970	3,253
Trademarks [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	3,459	3,459
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Intangible assets	$ 8,663	$ 8,663

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Note 6 - Debt (Details Textual) - USD ($) $ in Thousands															9 Months Ended
	Apr. 22, 2021	Feb. 09, 2021	Feb. 05, 2021	May 07, 2020	May 05, 2020	Apr. 22, 2019	Jan. 22, 2019	Dec. 04, 2018	Jul. 27, 2018	Sep. 02, 2016	Mar. 21, 2016	Jan. 28, 2016	Jan. 22, 2015	Nov. 13, 2014	Sep. 30, 2021	Dec. 31, 2020	Feb. 29, 2020	Jan. 28, 2019	Nov. 05, 2018	Feb. 06, 2018	Aug. 30, 2017	Mar. 18, 2017	Mar. 14, 2017	Mar. 08, 2017	Dec. 31, 2016	Jul. 21, 2016	Feb. 06, 2015	Feb. 04, 2015
Debt Instrument [Line Items]
Long-term Debt, Total															$ 100,570	$ 97,323
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)															4,500,000	6,034,702
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	3.75%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)										500,000
Debt Instrument, Interest Rate During Period															5.00%
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
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.375%
Debt Instrument, Fee Amount															$ 540
Long-term Line of Credit, Total															6,551
Debt Instrument, Maturity Date							Apr. 22, 2019
Midcap Funding X Trust [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member]
Debt Instrument [Line Items]
Debt Instrument, Basis Spread on Variable Rate										5.00%
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			1.00%		1.00%
Debt Instrument, Term (Year)			2 years		2 years
Proceeds from Issuance of Long-term Debt, Total		$ 1,344		$ 1,674
Great Harbor Capital, LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage									8.50%
Proceeds from Notes Payable, Total									$ 5,000
Golisano Holdings LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage													12.00%	12.00%								8.00%		8.00%			12.00%
Debt Instrument, Face Amount																											$ 2,000
Proceeds from Notes Payable, Total													$ 5,000	$ 8,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)													2,329,400	4,960,740														434,809
Number of Warrants Expired													434,809
Golisano Holdings LLC [Member] | Warrants Issued on January 22, 2015[Member]
Debt Instrument [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)																					869,618
Notes Payable, Other Payables [Member] | Great Harbor Capital, LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage											8.50%	8.50%								8.50%	8.50%				8.50%
Debt Instrument, Face Amount											$ 7,000	$ 2,500								$ 2,000	$ 3,000				$ 2,500
Debt Instrument, Periodic Payment, Principal											292	$ 104
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%
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, Face Amount																										$ 4,770
Great Harbour Note 4 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																			8.50%
Debt Instrument, Face Amount																			$ 4,000
Unsecured Promissory Note [Member] | February 2020 GH Note [Member] | Great Harbor Capital, LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																	8.00%
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%
Debt Instrument, Face Amount											$ 7,000	$ 2,500											$ 3,267		$ 2,500
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																										8.50%
Unsecured Promissory Note [Member] | Golisano Holdings LLC [Member] | Golisano LLC February 2020 Note [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																	8.00%
Debt Instrument, Face Amount																	$ 2,500
Unsecured Delayed Draw Promissory Note [Member] | Golisano Holdings LLC [Member]
Debt Instrument [Line Items]
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%
Secured Debt [Member] | Golisano Holdings LLC [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																		10.00%		8.50%
Debt Instrument, Face Amount																				$ 2,000
Term Loan [Member] | Macatawa Bank [Member]
Debt Instrument [Line Items]
Debt Instrument, Face Amount								$ 15,000
Debt Instrument, Basis Spread on Variable Rate								1.00%
Debt Instrument, Interest Rate During Period															2.50%
Debt Instrument, Interest Rate After Maturity of Event of Default Spread								3.00%
Debt Instrument, Maturity Date								Nov. 30, 2022
Term Loan [Member] | Macatawa Bank [Member] | Minimum [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period								2.50%

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Note 6 - Debt - Summary of Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Total debt	$ 100,570	$ 97,323
Less current portion	100,188	96,847
Long-term debt	382	476
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	4,980	4,799
Related Party November 2018 Note Payable To Great Harbor LLC [Member]
Debt Instrument [Line Items]
Total debt	3,975	3,756
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	7,990	7,900
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	4,983	4,836
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	1,991
Term Loan [Member]
Debt Instrument [Line Items]
Total debt	15,000	15,000
Related Party Debt [Member]
Debt Instrument [Line Items]
Total debt	91,001	90,356
Senior Credit Facility With Midcap [Member]
Debt Instrument [Line Items]
Total debt	6,551	5,293
May 2020 Note Payable to Fifth Third Bank, N.A. [Member]
Debt Instrument [Line Items]
Total debt	1,674	1,674
February 2021 Note Payable to Fifth Third Bank, N.A. [Member]
Debt Instrument [Line Items]
Total debt	1,344	0
Debt Other Than Related Party Debt and Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	$ 3,018	$ 1,674

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Note 6 - Debt - Summary of Debt (Details) (Parentheticals) - USD ($) $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Nov. 05, 2018
Related Party July 2018 Note Payable To Great Harbor LLC [Member]
Debt Instrument [Line Items]
Debt instrument, unamortized discount	$ 20	$ 201
Related Party November 2018 Note Payable To Great Harbor LLC [Member]
Debt Instrument [Line Items]
Debt instrument, unamortized discount	24	244	$ 1,214
Related Party Debt November 2014 Note Payable to Golisano Holdings LLC (Formerly Penta Mezzanine SBIC Fund I, L.P.) [Member]
Debt Instrument [Line Items]
Debt instrument, unamortized discount	10	100
Related-Party Debt January 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to JL-BBNC Mezz Utah, LLC) [Member]
Debt Instrument [Line Items]
Debt instrument, unamortized discount	16	164
February 2015 Note Payable to Golisano Holdings LLC (Formerly Payable to Penta Mezzanine SBIC Fund I, L.P.) [Member]
Debt Instrument [Line Items]
Debt instrument, unamortized discount	$ 1	$ 9

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Note 7 - Warrants and Registration Rights Agreements (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	Sep. 30, 2021	Dec. 31, 2020	Apr. 22, 2019	Nov. 05, 2018	Jul. 31, 2018	Feb. 28, 2018	Feb. 06, 2018	Aug. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Jul. 31, 2016	Mar. 21, 2016	Jan. 28, 2016
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	6,034,702
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 0.01	$ 0.07
Related Party November 2018 Note Payable To Great Harbor LLC [Member]
Class of Warrant or Right [Line Items]
Debt Instrument, Unamortized Discount, Total	$ 24	$ 244		$ 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		$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance (in shares)				2,000,000		1,818,182
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)				2,000,000		1,818,182
Escrow Warrants [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding (in shares)	21,730,287
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
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
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
Common Stock, Capital Shares Reserved for Future Issuance (in shares)												3,181,816
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, 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
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, Exercise Price of Warrants or Rights (in dollars per share)							$ 0.01				$ 0.01
Common Stock, Capital Shares Reserved for Future Issuance (in shares)							1,818,182				2,168,178
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)							1,818,182				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
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
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
Common Stock, Capital Shares Reserved for Future Issuance (in shares)												3,181,816
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, Number of Securities Called by Each Warrant or Right (in shares)								1,363,636
Midcap Funding X Trust [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 0.76
Common Stock, Capital Shares Reserved for Future Issuance (in shares)			500,000

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Note 7 - Warrants and Registration Rights Agreements - Summary of the Warrants Issued and Changes (Details)	9 Months Ended
	Sep. 30, 2021 $ / shares shares
Warrants and Rights Note Disclosure [Abstract]
Outstanding, beginning balance (in shares) | shares	6,034,702
Outstanding, weighted average exercise price (in dollars per share) | $ / shares	$ 0.07
Granted (in shares) | shares	0
Granted, weighted average exercise price (in dollars per share) | $ / shares	$ 0
Canceled / Expired (in shares) | shares	(500,000)
Canceled / expired, weighted average exercise price (in dollars per share) | $ / shares	$ 0
Exercised (in shares) | shares	(1,034,702)
Exercised, weighted average exercise price (in dollars per share) | $ / shares	$ 0
Outstanding, ending balance (in shares) | shares	4,500,000
Outstanding, weighted average exercise price (in dollars per share) | $ / shares	$ 0.01

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Note 8 - Leases (Details Textual) $ in Thousands	1 Months Ended	3 Months Ended	9 Months Ended
	Aug. 31, 2021 USD ($) ft²	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Lease, Cost, Total		$ 244	$ 675
Variable Lease, Cost		$ 81	$ 244
Office Space Lease Agreement [Member]
Lessee, Lease, Description [Line Items]
Additional Office Space Leased | ft²	1,533
Lessee Operating Lease Extended Term	25 months
Operating Lease, Base Annual Rent	$ 60
Minimum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract (Year)		1 year	1 year
Lessee, Operating Lease, Renewal Term (Year)		2 years	2 years
Maximum [Member]
Lessee, Lease, Description [Line Items]
Lessee, Operating Lease, Term of Contract (Year)		7 years	7 years
Lessee, Operating Lease, Renewal Term (Year)		5 years	5 years

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Note 8 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2021 USD ($)
Leases [Abstract]
2021 (excluding the nine months ended September 30, 2021)	$ 366
2022	1,505
2023	1,534
2024	1,524
2025	1,566
Thereafter	1,455
Total lease payments	7,950
Less: imputed interest	(1,478)
Present value of lease liabilities	$ 6,472

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Note 8 - Leases - Other Information Regarding Leases (Details) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2021 USD ($)	Sep. 30, 2021 USD ($)
Leases [Abstract]
Sublease income	$ 196	$ 582
Cash paid for operating leases	$ 355	$ 1,013
Weighted average remaining lease term (years) - operating leases (Year)	5 years 1 month 6 days	5 years 1 month 6 days
Weighted average discount rate – operating leases	8.25%	8.25%

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Note 9 - Stockholders' Deficit (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2021	Dec. 31, 2020
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	5.00%
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	25.00%

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Note 10 - Subsequent Event (Details) - Subsequent Event [Member] - Boca Raton, Florida	Oct. 01, 2021 USD ($) ft²
SUBSEQUENT EVENTS
Office space | ft²	13,111
Total rent to be collected over lease period | $	$ 918,484