Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 11, 2021 | |
Entity Addresses [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53166 | |
Entity Registrant Name | MusclePharm Corporation | |
Entity Central Index Key | 0001415684 | |
Entity Tax Identification Number | 77-0664193 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3753 Howard Hughes Parkway | |
Entity Address, Address Line Two | Suite 200-849 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89169 | |
City Area Code | 800 | |
Local Phone Number | 292-3909 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,479,886 | |
Former Address [Member] | ||
Entity Addresses [Line Items] | ||
Entity Address, Address Line One | 4500 Park Granada | |
Entity Address, Address Line Two | Suite 202 | |
Entity Address, City or Town | Calabasas | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 91302 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 1,016 | $ 2,003 |
Accounts receivable, net of allowances of $1,033 and $3,407 at June 30, 2021 and December 31, 2020, respectively | 5,564 | 7,488 |
Inventory | 1,561 | 1,032 |
Prepaid expenses and other current assets | 2,182 | 1,341 |
Total current assets | 10,323 | 11,864 |
Property and equipment, net | 9 | 13 |
Intangible assets, net | 195 | 356 |
Operating lease right-of-use assets | 338 | 474 |
Other assets | 75 | 295 |
TOTAL ASSETS | 10,940 | 13,002 |
Current liabilities: | ||
Obligation under secured borrowing arrangement | 5,297 | 7,098 |
Line of credit | 2,458 | 743 |
Operating lease liability, current | 424 | 381 |
Convertible note with a related party, net of discount | 2,872 | 2,872 |
Accounts payable | 15,218 | 13,989 |
Accrued and other liabilities | 6,806 | 6,924 |
Total current liabilities | 33,075 | 32,007 |
Operating lease liability, long-term | 119 | 343 |
Other long-term liabilities | 4,012 | 5,071 |
Total liabilities | 37,206 | 37,421 |
Stockholders’ deficit: | ||
Common stock, par value of $0.001 per share; 100,000,000 shares authorized, 34,261,821 and 33,980,905 shares issued as of June 30, 2021 and December 31, 2020, respectively; 33,386,200 and 33,105,284 shares outstanding as of June 30, 2021 and December 31, 2020, respectively | 32 | 32 |
Additional paid-in capital | 178,569 | 178,261 |
Treasury stock, at cost; 875,621 shares | (10,039) | (10,039) |
Accumulated deficit | (194,828) | (192,673) |
TOTAL STOCKHOLDERS’ DEFICIT | (26,266) | (24,419) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 10,940 | $ 13,002 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Allowances for doubtful account receivables | $ 1,033 | $ 3,407 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,261,821 | 33,980,905 |
Common stock, shares outstanding | 33,386,200 | 33,105,284 |
Treasury stock, shares | 875,621 | 875,621 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 14,908,000 | $ 16,993,000 | $ 28,029,000 | $ 33,224,000 |
Cost of revenue | 12,728,000 | 12,009,000 | 22,160,000 | 23,431,000 |
Gross profit | 2,180,000 | 4,984,000 | 5,869,000 | 9,793,000 |
Operating expenses: | ||||
Advertising and promotion | 145,000 | 188,000 | 489,000 | 313,000 |
Salaries and benefits | 1,181,000 | 1,774,000 | 2,229,000 | 3,455,000 |
Selling, general and administrative | 2,115,000 | 1,807,000 | 3,512,000 | 3,718,000 |
Professional fees | 482,000 | 865,000 | 1,109,000 | 1,406,000 |
Total operating expenses | 3,923,000 | 4,634,000 | 7,339,000 | 8,892,000 |
Loss from operations | (1,743,000) | 350,000 | (1,470,000) | 901,000 |
Other (expense) income: | ||||
Loss on settlement obligation | (37,000) | (87,000) | ||
Interest and other expense, net | (501,000) | (544,000) | (680,000) | (1,083,000) |
Loss before provision for income taxes | (2,244,000) | (231,000) | (2,150,000) | (269,000) |
Provision for income taxes | 7,000 | 22,000 | 7,000 | 44,000 |
Net loss | $ (2,251,000) | $ (253,000) | $ (2,157,000) | $ (313,000) |
Net loss per share, basic and diluted | $ (0.07) | $ (0.01) | $ (0.07) | $ (0.01) |
Weighted average shares used to compute net loss per share, basic and diluted | 33,386,200 | 32,764,553 | 33,131,087 | 32,612,956 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 31 | $ 177,914 | $ (10,039) | $ (195,858) | $ (27,952) |
Balance, shares at Dec. 31, 2019 | 33,000,412 | ||||
Stock-based compensation | 100 | 100 | |||
Issuance of shares of common stock related to the payment of advertising services | 47 | 47 | |||
Issuance of shares of common stock related to the payment of advertising services, shares | 101,454 | ||||
Net loss | (60) | (60) | |||
Balance at Mar. 31, 2020 | $ 31 | 178,061 | (10,039) | (195,918) | (27,865) |
Balance, shares at Mar. 31, 2020 | 33,101,866 | ||||
Balance at Dec. 31, 2019 | $ 31 | 177,914 | (10,039) | (195,858) | (27,952) |
Balance, shares at Dec. 31, 2019 | 33,000,412 | ||||
Net loss | (313) | ||||
Balance at Jun. 30, 2020 | $ 31 | 178,209 | (10,039) | (196,171) | (27,970) |
Balance, shares at Jun. 30, 2020 | 33,130,039 | ||||
Balance at Mar. 31, 2020 | $ 31 | 178,061 | (10,039) | (195,918) | (27,865) |
Balance, shares at Mar. 31, 2020 | 33,101,866 | ||||
Stock-based compensation | 79 | 79 | |||
Issuance of shares of common stock related to the payment of advertising services | 69 | 69 | |||
Issuance of shares of common stock related to the payment of advertising services, shares | 28,173 | ||||
Net loss | (253) | (253) | |||
Balance at Jun. 30, 2020 | $ 31 | 178,209 | (10,039) | (196,171) | (27,970) |
Balance, shares at Jun. 30, 2020 | 33,130,039 | ||||
Balance at Dec. 31, 2020 | $ 32 | 178,261 | (10,039) | (192,673) | (24,419) |
Balance, shares at Dec. 31, 2020 | 33,105,284 | ||||
Stock-based compensation | |||||
Stock-based compensation, shares | 280,916 | ||||
Net loss | 94 | 94 | |||
Balance at Mar. 31, 2021 | $ 32 | 178,261 | (10,039) | (192,579) | (24,325) |
Balance, shares at Mar. 31, 2021 | 33,386,200 | ||||
Balance at Dec. 31, 2020 | $ 32 | 178,261 | (10,039) | (192,673) | (24,419) |
Balance, shares at Dec. 31, 2020 | 33,105,284 | ||||
Net loss | (2,157) | ||||
Balance at Jun. 30, 2021 | $ 32 | 178,569 | (10,039) | (194,828) | (26,266) |
Balance, shares at Jun. 30, 2021 | 33,386,200 | ||||
Balance at Mar. 31, 2021 | $ 32 | 178,261 | (10,039) | (192,579) | (24,325) |
Balance, shares at Mar. 31, 2021 | 33,386,200 | ||||
Stock-based compensation | 308 | 308 | |||
Net loss | (2,251) | (2,251) | |||
Balance at Jun. 30, 2021 | $ 32 | $ 178,569 | $ (10,039) | $ (194,828) | $ (26,266) |
Balance, shares at Jun. 30, 2021 | 33,386,200 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,157) | $ (313) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization of property and equipment | 6 | 105 |
Amortization of intangible assets | 160 | 160 |
Bad debt expense | 326 | 121 |
Gain on disposal of property and equipment | (11) | |
Inventory provision | 9 | (4) |
Stock-based compensation | 308 | 179 |
Issuance of common stock to non-employees | 116 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | 564 | 7 |
Inventory | (538) | (395) |
Prepaid expenses and other current assets | 192 | 21 |
Other assets | 355 | 345 |
Accounts payable and accrued liabilities | (124) | 860 |
Net cash (used in) provided by operating activities | (899) | 1,191 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3) | |
Proceeds from disposal of property and equipment | 11 | |
Net cash (used in) provided by investing activities | (3) | 11 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit | 2,192 | |
Payments on line of credit | (478) | (814) |
Proceeds from secured borrowing arrangement, net of reserves | 26,211 | 21,116 |
Payments on secured borrowing arrangement | (28,011) | (22,639) |
Proceeds from issuance of Paycheck Protection Program Loan | 965 | |
Repayment of finance lease obligations | (52) | |
Proceeds of notes payable | 186 | |
Repayment of notes payable | (185) | (97) |
Net cash used in financing activities | (85) | (1,521) |
NET CHANGE IN CASH | (987) | (319) |
CASH — BEGINNING OF PERIOD | 2,003 | 1,532 |
CASH — END OF PERIOD | 1,016 | 1,213 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for taxes | $ 681 | $ 402 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Description of Business MusclePharm Corporation, together with its subsidiaries (the “Company” or “MusclePharm”) is a scientifically-driven, performance lifestyle company that develops, markets and distributes branded sports nutrition products and nutritional supplements that are manufactured by the Company’s co-manufacturers. Our portfolio of recognized brands, including MusclePharm and FitMiss, is marketed and sold globally. The Company has historically incurred significant losses and experienced negative cash flows since inception. As of June 30, 2021, the Company had cash of $ 1.0 million, an increase of $ 0.4 1.0 million from the December 31, 2020 balance of $ 2.0 million. As of June 30, 2021, the Company had a working capital deficit of $ 22.8 million, a stockholders’ deficit of $ 26 .3 million and an accumulated deficit of $ 194.8 million resulting from recurring losses from operations. As a result of our history of losses and financial condition, there is substantial doubt about our ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon it generating profits in the future and/or obtaining the necessary financing to meet its obligations and repay liabilities arising from normal business operations when they come due. The Company is evaluating different strategies to obtain financing to fund its operations to cover expenses and focus on achieving a level of revenue adequate to support its current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. The Company has been focused on cost containment and improving gross margins by focusing on customers with higher margins, reducing product discounts and promotional activity, along with reducing the number of SKU’s and negotiate pricing for raw materials. In addition, the Company has worked to negotiate lower production costs with its co-manufacturers. Although these steps improved gross margins through the first quarter of 2021, with the recent increases in commodity prices, primarily protein, the company’s gross margins have been impacted and will continue to be impacted unless commodity prices return the same levels that were seen in 2020. In 2021, the Company announced its entrance into the functional energy space with its partnership with a former Rockstar Energy executive. The Company plans to launch 3 new energy products in the summer of 2021. The Company believes with the launch of its new energy products, reductions in operating costs and continued focus on gross profit and top line sales growth will allow it to ultimately achieve sustained profitability. However, the Company can give no assurances that this will occur, especially with the cost to launch new energy products along with the recent increase in the cost of protein, which may have a material impact on the Company’s profitability. Additionally, the Company’s profitability may be materially impacted by the ability of our third-party manufacturers to meet our customers’ demands. Although, the Company believes entering the functional energy space will help to increase sales and gross margin, and reduce exposure to commodity prices, the Company can give no assurances that this will occur. To manage cash flow, the Company has entered into multiple financing arrangements. The Company’s results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. There continues to be significant volatility and economic uncertainty in many markets and the ongoing COVID-19 pandemic contributes to that level of volatility and uncertainty and has created economic disruption. The Company is actively managing its business to respond to the impact. There were no adjustments recorded in the financial statements that might result from the outcome of these uncertainties. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. Management continues to monitor the business environment for any significant changes that could impact the Company’s operations. The Company has taken proactive steps to manage costs and discretionary spending, such as remote working and reducing facility related expense. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s management believes the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 30, 2021, results of operations for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 29, 2021. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, present value of lease liabilities, among others. Actual results could differ from those estimates. Shipping and handling The Company accounts for shipping and handling costs as fulfillment activities, which are therefore recognized upon shipment of the goods. For the three and six months ended June 30, 2021 the Company incurred $ 0.5 million and $ 1.0 million, respectively, of inbound shipping and handling costs. For the three and six months ended June 30, 2020 the Company incurred $ 0.4 million and $ 0.8 million, respectively, of inbound shipping and handling costs. Shipping and handling costs related to inbound purchases of raw material and finished goods are included in cost of revenue in our consolidated statements of operations. For the three and six months ended June 30, 2021, the Company incurred $ 0.9 1.6 0.6 1.2 Sales discounts and returns The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes. During the three months ended June 30, 2021 and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 1.9 million and $ 3.6 million, respectively, which accounted for 11% and 17% of gross revenue in each period, respectively. During the six months ended June 30, 2021 and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 4.4 million and $ 7.6 million, respectively, which accounted for 14% and 19% of gross revenue in each period, respectively. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The Company maintains its cash balance at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 0.8 Significant customers are those that represent more than 10% of the Company’s revenue, net or accounts receivable for each period presented. For the three months ended June 30, 2021, the Company had two customers who individually accounted for 55% and 13% 43% 13% 13% 59% For the three months ended June 30, 2020, the Company had three customers who individually accounted for 30% 24% 21% 33% 23% 16% 31% 18% 16% The Company uses a limited number of non-affiliated suppliers for contract manufacturing of its products. For the three months ended June 30, 2021, the Company had three suppliers who individually accounted for approximately 23% , 15% and 13% of its purchases with contract manufacturers and raw material providers. For the six months ended June 30, 2021, the Company had three suppliers who individually accounted for approximately 24% , 15% and 15% of its purchases with contract manufacturers and raw material providers. Four customers accounted for 33 17 12 11 For the three months ended June 30, 2020, the Company had three suppliers who individually accounted for approximately 33% , 30% and 20% of its purchases with contract manufacturers and raw material providers. For the six months ended June 30, 2020, the Company had three suppliers who individually accounted for approximately 34% , 30% and 17% of its purchases with contract manufacturers and raw material providers. Three customers accounted for 19 12 12 Recent Accounting Pronouncements In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): The Company adopted this ASU effective January 1, 2021, with certain provisions applied retrospectively and other provisions applied prospectively. Adoption of this ASU did not have a material impact to the Company’s condensed consolidated balance sheet, statements of operations, or cash flows. Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentations, including classification of certain labilities. These changes in presentation did not have a material impact on the Company's financial condition or results of operations. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3. Inventory Inventory consisted solely of finished goods and raw materials used to manufacture our products by one of our co-manufacturers (in thousands): Schedule of Inventory As of June 30, 2021 As of December 31, 2020 Raw materials $ 625 $ 332 Finished goods 936 700 Inventory $ 1,561 $ 1,032 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Note 4. Accrued and Other Liabilities As of June 30, 2021 and December 31, 2020, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities As of June 30, 2021 As of December 31, 2020 Accrued professional fees $ 114 $ 242 Accrued interest 748 644 Accrued payroll and bonus 630 738 Settlements – short-term (Nutrablend and 4Excelsior) 2,949 2,735 Accrued expenses - ThermoLife 1,364 1,364 Accrued and other short-term liabilities 1,001 1,201 Accrued and other liabilities $ 6,806 $ 6,924 |
Interest and other expense, net
Interest and other expense, net | 6 Months Ended |
Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Interest and other expense, net | Note 5. Interest and other expense, net For the three months ended June 30, 2021 and 2020, “Interest and other expense, net” consisted of the following (in thousands): Schedule of Interest and Other Expense, Net For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Interest expense, related party $ (147 ) $ (76 ) $ (282 ) $ (152 ) Interest expense, other (235 ) (175 ) (443 ) (332 ) Interest expense, secured borrowing arrangement (258 ) (383 ) (424 ) (748 ) Foreign currency transaction loss 34 16 32 (18 ) Other 105 74 437 167 Total interest and other expense, net $ (501 ) $ (544 ) $ (680 ) $ (1,083 ) “Other” includes sublease income. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Leases | Note 6. Leases A summary of the Company’s lease portfolio as of June 30, 2021 and December 31, 2020 is presented in the table below (in thousands): Schedule of Supplemental Balance Sheet Information Balance Sheet Classification June 30, 2021 December 31, 2020 Assets Operating ROU assets, net $ 338 $ 474 Liabilities Current liabilities: Operating Operating lease liability - current $ 424 $ 381 Non-current liabilities: Operating Operating lease liability - long term 119 343 Total lease liabilities $ 543 $ 724 Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Six months ended June 30, 2021 Six months ended June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 180 $ 397 Operating cash flows from finance leases — 1 Financing cash flows from finance leases — 52 The weighted average remaining lease term was as follows: Operating leases (in years) 1.2 2.0 Finance leases (in years) — 0.1 The weighted average discount rate was as follows: Operating leases 18 % 18 % Finance leases — 5 % |
Other Long-Term Liabilities
Other Long-Term Liabilities | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Note 7. Other Long-Term Liabilities As of June 30, 2021, and December 31, 2020, the Company’s other long-term liabilities consisted of the following (in thousands): Schedule of Other Long-Term Liabilities As of June 30, 2021 As of December 31, 2020 Settlements – long-term (Nutrablend and 4Excelsior) 3,143 3,906 Paycheck Protection Program loan 643 965 Other — 200 Other long-term debt $ 3,786 $ 5,071 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt Related-Party Refinanced Convertible Note On November 29, 2020, the Company entered into a refinancing agreement with Mr. Ryan Drexler, the Company’s Chairman of the Board of Directors and Chief Executive Officer (the “November 2020 Refinancing”), in which the Company issued to Mr. Drexler a convertible secured promissory note (the “November 2020 Convertible Note”) in the original principal amount of $ 2,871,967 2.9 12% Mr. Drexler may, at any time, and from time to time, upon written notice to the Company, convert the outstanding principal and accrued interest into shares of Common Stock, at a conversion price of $ 0.23 0.10 The November 2020 Convertible Note contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the November 2020 Convertible Note. The November 2020 Convertible Note is subordinated to the secured borrowing arrangement the Company entered into with Prestige Capital Corporation (“Prestige”). For the three months ended June 30, 2021 and 2020, interest expense related to the related party convertible secured promissory note was $ 0.1 0.1 For the six months ended June 30, 2021 and 2020, interest expense related to the related party convertible secured promissory note was $ 0.2 0.2 Related-Party Secured Revolving Promissory Note On October 15, 2020, the Company entered into a secured revolving promissory note (the “Revolving Note”) with Ryan Drexler. Under the terms of the Revolving Note, the Company can borrow up to $ 3.0 12% As of June 30, 2021, the outstanding balance on the revolving note was $ 2.5 0.1 0.1 Secured Borrowing Arrangement In January 2016, the Company entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Prestige, pursuant to which the Company agreed to sell and assign and Prestige agreed to buy and accept, certain accounts receivable owed to the Company (“Accounts”). Under the terms of the Purchase and Sale Agreement, upon the receipt and acceptance of each assignment of Accounts, Prestige will pay the Company 80% 12.5 20% 0.7% 4% with the exception of international and certain domestic customers On April 10, 2019, the Company and Prestige amended the terms of the agreement. The agreement was extended until April 1, 2020 On June 14, 2021, Prestige advanced the Company $ 1 six 15% 2% As of June 30, 2021, and December 31, 2020, the Company had outstanding borrowings under the secured borrowing arrangement of approximately $ 5.3 7.1 During the three months ended June 30, 2021 and 2020, the Company assigned to Prestige, accounts with an aggregate face amount of approximately $ 18.5 million and $ 14.8 million, respectively, for which Prestige paid to the Company approximately $ 14.7 million and $ 11.7 million, respectively, in cash. During the three months ended June 30, 2021 and 2020, $ 14.2 million and $ 12.6 million, respectively, was repaid to Prestige, including fees and interest. During the six months ended June 30, 2021 and 2020, the Company assigned to Prestige, accounts with an aggregate face amount of approximately $ 32.8 26.4 26.2 21.1 28.0 22.6 Paycheck Protection Program Loan Due to economic uncertainty as a result of the ongoing pandemic (COVID-19), on May 14, 2020, the Company received an aggregate principal amount of $ 964,910 1% The Note is expected to mature on May 16, 2025 As of June 30, 2021, the Company owed approximately $ 1.0 million (principal plus accrued interest), which $ 0.1 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Settlements Manchester City Football Group The Company was engaged in a dispute with City Football Group Limited (“CFG”), the owner of Manchester City Football Group, concerning amounts allegedly owed by the Company under a sponsorship agreement with CFG (the “Sponsorship Agreement”). In August 2016, CFG commenced arbitration in the United Kingdom against the Company, seeking approximately $ 8.3 On July 28, 2017, the Company approved a Settlement Agreement (the “CFG Settlement Agreement”) with CFG effective July 7, 2017. The CFG Settlement Agreement represents a full and final settlement of all litigation between the parties. Under the terms of the agreement, the Company agreed to pay CFG a sum of $ 3 1 1 1 0.3 During the three months ended June 30, 2021 and 2020, the Company recorded a charge of $ 19,000 19,000 38,000 38,000 Nutrablend Matter On February 27, 2020, Nutrablend, a manufacturer of MusclePharm products, filed an action against the Company in the United States District Court for the Eastern District of California, claiming approximately $ 3.1 On September 25, 2020, the parties successfully mediated the case to a settlement (the “Nutrablend Agreement”) and the Company agreed to (i) pay approximately $ 3.1 The Company agreed to issue Purchase Orders in a combined total amount of at least (i) $ 1,500,000 1,800,000 2,100,000 2,100,000 1,400,000 700,000 2.0 3.0 On July 7, 2021, the Company commenced an action against Nutrablend in the Central District of California, seeking (i) a declaration that the Nutrablend Agreement purchase order provisions have been terminated due to Nutrablend’s failure to provide the Company with reasonable assurances of its ability to fulfill its purchase orders; (ii) a declaration that approximately $ 2.0 The Company determined that approximately $ 1.1 1.0 0.7 During the three and six months ended June 30, 2021 the Company recorded interest of $ 0.1 0.1 4Excelsior Matter On March 18, 2019, Excelsior Nutrition, Inc. (“4Excelsior”), a manufacturer of MusclePharm products, filed an action against the Company in the Superior Court of the State of California for the County of Los Angeles, claiming approximately $ 6.2 7.8 On December 16, 2020, the Company and 4Excelsior entered into a Settlement Agreement and Mutual Release (“the Agreement”), pursuant to which the parties resolved and settled the civil action pending in the Superior Court of the State of California for the County of Los Angeles (the “Litigation”). The parties agreed to a mutual general release of claims and to jointly file within 10 business days of the effective date of the Agreement a stipulation and proposed order of dismissal, dismissing with prejudice all claims and counterclaims asserted in the Litigation. The Company agreed to pay $ 4.75 70,000 0.1 18% The Company determined that approximately $ 1.1 2.2 0.8 During the three and six months ended June 30, 2021, the Company recorded interest expense of $ 0.1 0.2 Contingencies In the normal course of business or otherwise, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. The Company provides disclosures for material contingencies when there is a reasonable possibility that a loss or an additional loss may be incurred. In assessing whether a loss is a reasonable possibility, the Company may consider the following factors, among others: the nature of the litigation, claim or assessment, available information, opinions or views of legal counsel and other advisors, and the experience gained from similar cases. As of June 30, 2021, the Company was involved in the following material legal proceedings described below. ThermoLife International In January 2016, ThermoLife International LLC (“ThermoLife”), a supplier of nitrates to the Company, filed a complaint against the Company in Arizona state court. ThermoLife alleged that the Company failed to meet minimum purchase requirements contained in the parties’ supply agreement. The court held a bench trial on the issue of damages in October 2019, and on December 4, 2019, the court entered judgment in favor of ThermoLife and against the Company in the amount of $ 1.6 0.9 0.3 0.4 1.6 1.8 0.6 0.25 0.35 12,500 0.3 1.8 For both the three months ended June 30, 2021 and 2020, interest expense recognized by the Company on the awarded damages was $ 22,000 and for both the six months ended June 30, 2021 and 2020, interest expense recognized by the Company on the awarded damages was $ 44,000 . The Company intends to vigorously continue pursuing its defenses. On June 25, 2021, the Company filed a petition for review in the Arizona Supreme Court requesting that the Court accept review of the appeal affirming the judgment against the Company. ThermoLife opposed the petition for review on July 26, 2021. The Arizona Supreme Court has not yet ruled on the Company’s petition for review. White Winston Select Asset Fund Series MP-18, LLC et al., v. MusclePharm Corp., et al., (Nev. Dist. Ct.; Cal. Superior Court; Colorado Dist. Ct.; Mass. Super. Ct.) On August 21, 2018, White Winston Select Asset Fund Series MP-18, LLC and White Winston Select Asset Fund, LLC (together “White Winston”) initiated a derivative action against the Company and its directors (the “director defendants”). White Winston alleges that the director defendants breached their fiduciary duties by improperly approving the refinancing of three promissory notes issued by the Company to Mr. Drexler (the “Amended Note”) in exchange for $ 18.0 Along with its complaint, White Winston also filed a motion for a temporary restraining order (“TRO”) and preliminary injunction enjoining the exercise of Mr. Drexler’s conversion right under the Amended Note. On August 23, 2018, the Nevada district court issued an ex parte TRO. On September 14, 2018, the court let the TRO expire and denied White Winston’s request for a preliminary injunction, finding, among other things, that White Winston did not show a likelihood of success on the merits of the underlying action and failed to establish irreparable harm. Following the court’s decision, the Company filed a motion seeking to recoup the legal fees and costs it incurred in responding to the preliminary injunction motion. On October 31, 2019, the court awarded the Company $ 56,000 Due to the uncertainty associated with determining our liability, if any, and due to our inability to ascertain with any reasonable degree of likelihood, as of the date of this report, the outcome of the trial, the Company has not recorded an estimate for its potential liability. On June 17, 2019, White Winston moved for the appointment of a temporary receiver over the Company, citing Plante Moran’s resignation. The court granted White Winston’s request to hold an evidentiary hearing on the motion, but subsequently stayed the action pending the parties’ attempts to resolve their dispute. Although the parties have been unable to reach a resolution, the litigation has not yet resumed. On July 30, 2019, White Winston filed an action in the Superior Court of the State of California in and for the County of Los Angeles, seeking access to the Company’s books and records and requesting the appointment of an independent auditor for the company. On February 25, 2021, the court ordered the Company to produce certain documents, denied White Winston’s request for an auditor, and ordered the Company to pay a $ 1,500 92,942 IRS Audit On April 6, 2016, the Internal Revenue Service (“IRS”) selected our 2014 Federal Income Tax Return for audit. As a result of the audit, the IRS proposed certain adjustments with respect to the tax reporting of our former executives’ 2014 restricted stock grants. Due to the Company’s current and historical loss position, the proposed adjustments would have no material impact on the Company’s Federal income tax. On October 5, 2016, the IRS commenced an audit of our employment and withholding tax liability for 2014. The IRS contended that the Company inaccurately reported the value of the restricted stock grants and improperly failed to provide for employment taxes and Federal tax withholding on these grants. In addition, the IRS proposed certain penalties associated with the Company’s filings. On April 4, 2017, the Company received a “30-day letter” from the IRS asserting back taxes and penalties of approximately $ 5.3 4.4 0.9 2.0 The Company’s counsel submitted a formal protest to the IRS disputing on several grounds all of the proposed adjustments and penalties on the Company’s behalf, and the Company pursued this matter vigorously through the IRS appeal process. An Appeals Conference was held with the IRS in Denver, Colorado on July 31, 2019. At the conference, the Company made substantial arguments challenging the IRS’s claims for employment taxes and penalties. On December 16, 2019, a further Appeals Conference was held with the IRS by telephone. At the telephone conference, the Appeals Officer confirmed that he agreed with the Company’s argument that the failure to deposit penalties should be conceded by the IRS. The failure to deposit penalties total about $ 2 7.3 5.3 The remaining issue involved the fair market value of restricted stock units the Company granted to certain former officers (the “Former Officers”) of the Company under Internal Revenue Code § 83. The Company and the IRS disagreed as to the value of the restricted stock on the date of the grants, i.e., October 1, 2014. The Company and the IRS exchanged expert valuation reports on the fair market value of the stock and had extensive negotiations on this issue. The IRS also made parallel claims regarding the restricted stock units against the Former Officers of the Company. The IRS asserted that the Former Officers received ordinary income from the stock grants, and that they owe additional personal income taxes based on the fair market value of the stock. The Former Officers’ cases, unlike the Company’s case, are pending before the United States Tax Court. In the Tax Court litigation, the Former Officers are challenging the IRS’s determinations regarding the fair market value of the restricted stock grants on October 1, 2014. The Former Officers have separate counsel from the Company. The same IRS Appeals Officer and Revenue Agents assigned to the Company’s case are also involved in the cases for the Former Officers. Throughout the proceedings, the Company has argued to the IRS that it is the Former Officers who are directly and principally liable for the amount of any tax due, and not the Company. The Former Officers cases were scheduled for trial in Tax Court on March 9, 2020. The trial of the cases was continued by the Court on February 4, 2020. The basis for the continuance was that the IRS and the Former Officers had made progress toward a settlement of the valuation issue involving the grants of the restricted stock. The Tax Court ordered the Former Officers to file status reports regarding progress of their settlement negotiations with the IRS on or before February 28, 2021. The IRS and the Former Officers filed status reports with the Tax Court on February 26, 2021. After receiving the status reports, the Tax Court issued an order directing the parties to file further status reports on or before July 9, 2021. The Tax Court has not set a trial dates in the cases of the Former Officers. On June 2, 2021, the IRS confirmed to the Company that the statutes of limitations for the assessment and collection of employment tax and corporation income tax against the Company expired on December 15, 2020, without any assessments of tax or penalties. The IRS has told the Company that the employment tax and corporation income tax cases against the Company have been closed with finality, and that the Company has no liability for employment tax and corporation income tax for 2014. On August 22, 2018, Richard Estalella filed an action against us and two other defendants in the Colorado District Court for the County of Denver, seeking damages arising out of the IRS’s assertion of tax liability and penalties relating to the 2014 restricted stock grants. We have answered Estalella’s complaint, asserted counterclaims against Estalella for his failure to ensure that all withholding taxes were paid in connection with the 2014 restricted stock grants, and filed cross-claims against two valuation firms named in the action (as well as their principals) for failing to properly value the 2014 restricted stock grants for tax purposes. Trial in the matter has been scheduled for February 7, 2022. There are no amounts accrued related to this matter and the Company will continue to vigorously litigate the matter. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10. Stock-Based Compensation Restricted Stock For the three and six months ended June 30, 2021, the Company granted 25,000 29,000 There were no For the three and six months ended June 30, 2021, the Company recorded $ 0.0 For the three and six months ended June 30, 2020, the Company recorded $ 0.1 0.2 Transaction Equity Bonus On April 5, 2021, with the appointment of the Company’s President and Chief Financial Officer, the Company granted an award where upon the occurrence of a sale of the Company, the President and Chief Financial Officer will receive 2% 1.0 For the three and six months ended June 30, 2021, the Company recorded $ 0.2 For the three and six months ended June 30, 2020, the Company recorded no Stock Options On May 12, 2021, the Company entered into an Agreement (the “Agreement”) with Joseph Cannata (“Cannata”), pursuant to which the Company has engaged Cannata on a non-exclusive basis to assist with the growth of the Company’s energy beverage product line. In connection with entry into the Agreement, the Company issued to Cannata an option to purchase 1,673,994 1.12 10 1.9 7.5 205% 1.34% 0% For the three and six months ended June 30, 2021, the Company recorded approximately $ 60,000 For the three and six months ended June 30, 2020, the Company recorded no |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 11. Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during each period. The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Schedule of Basic and Diluted Net Income (loss) Per Share For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ (2,251 ) $ (253 ) $ (2,157 ) $ (313 ) Weighted average common shares used in computing net loss per share, basic and diluted 33,386,200 32,764,553 33,131,087 32,612,956 Net loss per share, basic and diluted $ (0.07 ) $ (0.01 ) $ (0.07 ) $ (0.01 ) Diluted net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding potentially dilutive securities, and the if-converted method to assess the dilutive effect of the convertible notes. There was no dilutive effect for the outstanding awards for the three and six months ended June 30, 2021 and 2020, as the Company reported net loss for all periods presented. However, if the Company had net income for the three and six months ended June 30, 2021, the potentially dilutive securities included in earnings per share computation would have been 12,544,774 2,663,715 Total outstanding potentially dilutive securities were comprised of the following: Schedule of Outstanding Potentially Dilutive Securities As of June 30, 2021 2020 Stock options 171,703 171,703 Warrants — 1,289,378 Unvested restricted stock — 270,660 Convertible notes 12,373,071 931,974 Total common stock equivalents 12,544,774 2,663,715 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The Company recorded a tax provision of $ 7,000 and $ 22,000 for the three months ended June 30, 2021 and 2020, respectively, and $ 7,000 and $ 44,000 for the six months ended June 30, 2021 and 2020, respectively. Income taxes are provided for the tax effects of transactions reported in the consolidated financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of June 30, 2021. |
Segments, Geographical Informat
Segments, Geographical Information | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Segments, Geographical Information | Note 13. Segments, Geographical Information The Company’s chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company currently has a single reporting segment and operating unit structure. In addition, substantially all long-lived assets are attributable to operations in the U.S. for both periods presented. Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): Schedule of Revenue, Net by Geographic Area For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Revenue, net: United States $ 9,050 $ 13,514 $ 18,562 $ 25,361 International 5,858 3,479 9,467 7,863 Total revenue, net $ 14,908 $ 16,993 $ 28,029 $ 33,224 The MusclePharm brands are marketed across major global retail distribution channels. Below is a table of revenue, net by our major distribution channel (in thousands): Schedule of Revenue, Net by Major Distribution Channel For the Three Months Ended June 30, 2021 % of 2020 % of Distribution Channel Specialty $ 9,983 67 % $ 8,933 53 % International 1,775 12 % 3,479 20 % FDM 3,150 21 % 4,581 27 % Total $ 14,908 100 % $ 16,993 100 % For the Six Months Ended June 30, 2021 % of 2020 % of Distribution Channel Specialty $ 17,055 61 % $ 16,969 51 % International 6,148 22 % 7,863 24 % FDM 4,826 17 % 8,392 25 % Total $ 28,029 100 % $ 33,224 100 % |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events Related-Party Refinanced Convertible Note On August 13, 2021 the Company and Ryan Drexler agreed to extend the November 2020 Convertible Note through July 14, 2022. The amendment did not change any terms of the agreement other than the maturity date. Related Party Secured Revolving Promissory Note On August 13, 2021, the Company issued to Ryan Drexler (the “Holder”) a convertible secured promissory note (the “August 2021 Convertible Note”) in the original principal amount of $ 2,457,549 The August 2021 Convertible Note bears interest at the rate of 12% At the Company’s option (as determined by its independent directors), the Company may repay up to one sixth of any interest payment by either adding such amount to the principal amount of the August 2021 Convertible Note or by converting such interest amount into an equivalent amount of the Company’s common stock, $ 0.001 July 14, 2022 The Holder may, at any time, and from time to time, upon written notice to the Company, convert the outstanding principal and accrued interest into shares of Common Stock, at a conversion price equal to the closing price of the common stock on October 15, 2021. The Company may prepay the August 2021 Convertible Note by giving the Holder between 15 and 60 days’ notice depending upon the specific circumstances, subject to the Holder’s conversion right. The August 2021 Convertible Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, at the option of the Holder and upon written notice to the Company, or automatically under certain circumstances, all outstanding principal and accrued interest will become due and payable. The August 2021 Convertible Note also contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the August 2021 Convertible Note. The August 2021 Convertible Note is subordinated to certain other indebtedness of the Company. Secured Borrowing Arrangement On July 26, 2021, Prestige advanced the Company $ 1 six 15% 1 18,750 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s management believes the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of June 30, 2021, results of operations for the three and six months ended June 30, 2021 and 2020, and cash flows for the six months ended June 30, 2021 and 2020. The results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 29, 2021. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, present value of lease liabilities, among others. Actual results could differ from those estimates. |
Shipping and handling | Shipping and handling The Company accounts for shipping and handling costs as fulfillment activities, which are therefore recognized upon shipment of the goods. For the three and six months ended June 30, 2021 the Company incurred $ 0.5 million and $ 1.0 million, respectively, of inbound shipping and handling costs. For the three and six months ended June 30, 2020 the Company incurred $ 0.4 million and $ 0.8 million, respectively, of inbound shipping and handling costs. Shipping and handling costs related to inbound purchases of raw material and finished goods are included in cost of revenue in our consolidated statements of operations. For the three and six months ended June 30, 2021, the Company incurred $ 0.9 1.6 0.6 1.2 |
Sales discounts and returns | Sales discounts and returns The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes. During the three months ended June 30, 2021 and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 1.9 million and $ 3.6 million, respectively, which accounted for 11% and 17% of gross revenue in each period, respectively. During the six months ended June 30, 2021 and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 4.4 million and $ 7.6 million, respectively, which accounted for 14% and 19% of gross revenue in each period, respectively. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The Company maintains its cash balance at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 0.8 Significant customers are those that represent more than 10% of the Company’s revenue, net or accounts receivable for each period presented. For the three months ended June 30, 2021, the Company had two customers who individually accounted for 55% and 13% 43% 13% 13% 59% For the three months ended June 30, 2020, the Company had three customers who individually accounted for 30% 24% 21% 33% 23% 16% 31% 18% 16% The Company uses a limited number of non-affiliated suppliers for contract manufacturing of its products. For the three months ended June 30, 2021, the Company had three suppliers who individually accounted for approximately 23% , 15% and 13% of its purchases with contract manufacturers and raw material providers. For the six months ended June 30, 2021, the Company had three suppliers who individually accounted for approximately 24% , 15% and 15% of its purchases with contract manufacturers and raw material providers. Four customers accounted for 33 17 12 11 For the three months ended June 30, 2020, the Company had three suppliers who individually accounted for approximately 33% , 30% and 20% of its purchases with contract manufacturers and raw material providers. For the six months ended June 30, 2020, the Company had three suppliers who individually accounted for approximately 34% , 30% and 17% of its purchases with contract manufacturers and raw material providers. Three customers accounted for 19 12 12 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): The Company adopted this ASU effective January 1, 2021, with certain provisions applied retrospectively and other provisions applied prospectively. Adoption of this ASU did not have a material impact to the Company’s condensed consolidated balance sheet, statements of operations, or cash flows. |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentations, including classification of certain labilities. These changes in presentation did not have a material impact on the Company's financial condition or results of operations. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted solely of finished goods and raw materials used to manufacture our products by one of our co-manufacturers (in thousands): Schedule of Inventory As of June 30, 2021 As of December 31, 2020 Raw materials $ 625 $ 332 Finished goods 936 700 Inventory $ 1,561 $ 1,032 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Liabilities | As of June 30, 2021 and December 31, 2020, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities As of June 30, 2021 As of December 31, 2020 Accrued professional fees $ 114 $ 242 Accrued interest 748 644 Accrued payroll and bonus 630 738 Settlements – short-term (Nutrablend and 4Excelsior) 2,949 2,735 Accrued expenses - ThermoLife 1,364 1,364 Accrued and other short-term liabilities 1,001 1,201 Accrued and other liabilities $ 6,806 $ 6,924 |
Interest and other expense, n_2
Interest and other expense, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest and Other Expense, Net | For the three months ended June 30, 2021 and 2020, “Interest and other expense, net” consisted of the following (in thousands): Schedule of Interest and Other Expense, Net For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Interest expense, related party $ (147 ) $ (76 ) $ (282 ) $ (152 ) Interest expense, other (235 ) (175 ) (443 ) (332 ) Interest expense, secured borrowing arrangement (258 ) (383 ) (424 ) (748 ) Foreign currency transaction loss 34 16 32 (18 ) Other 105 74 437 167 Total interest and other expense, net $ (501 ) $ (544 ) $ (680 ) $ (1,083 ) |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of Supplemental Balance Sheet Information | A summary of the Company’s lease portfolio as of June 30, 2021 and December 31, 2020 is presented in the table below (in thousands): Schedule of Supplemental Balance Sheet Information Balance Sheet Classification June 30, 2021 December 31, 2020 Assets Operating ROU assets, net $ 338 $ 474 Liabilities Current liabilities: Operating Operating lease liability - current $ 424 $ 381 Non-current liabilities: Operating Operating lease liability - long term 119 343 Total lease liabilities $ 543 $ 724 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Six months ended June 30, 2021 Six months ended June 30, 2020 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 180 $ 397 Operating cash flows from finance leases — 1 Financing cash flows from finance leases — 52 The weighted average remaining lease term was as follows: Operating leases (in years) 1.2 2.0 Finance leases (in years) — 0.1 The weighted average discount rate was as follows: Operating leases 18 % 18 % Finance leases — 5 % |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | As of June 30, 2021, and December 31, 2020, the Company’s other long-term liabilities consisted of the following (in thousands): Schedule of Other Long-Term Liabilities As of June 30, 2021 As of December 31, 2020 Settlements – long-term (Nutrablend and 4Excelsior) 3,143 3,906 Paycheck Protection Program loan 643 965 Other — 200 Other long-term debt $ 3,786 $ 5,071 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (loss) Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Schedule of Basic and Diluted Net Income (loss) Per Share For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ (2,251 ) $ (253 ) $ (2,157 ) $ (313 ) Weighted average common shares used in computing net loss per share, basic and diluted 33,386,200 32,764,553 33,131,087 32,612,956 Net loss per share, basic and diluted $ (0.07 ) $ (0.01 ) $ (0.07 ) $ (0.01 ) |
Schedule of Outstanding Potentially Dilutive Securities | Total outstanding potentially dilutive securities were comprised of the following: Schedule of Outstanding Potentially Dilutive Securities As of June 30, 2021 2020 Stock options 171,703 171,703 Warrants — 1,289,378 Unvested restricted stock — 270,660 Convertible notes 12,373,071 931,974 Total common stock equivalents 12,544,774 2,663,715 |
Segments, Geographical Inform_2
Segments, Geographical Information (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue, Net by Geographic Area | Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): Schedule of Revenue, Net by Geographic Area For the Three Months Ended June 30, For the Six Months Ended June 30, 2021 2020 2021 2020 Revenue, net: United States $ 9,050 $ 13,514 $ 18,562 $ 25,361 International 5,858 3,479 9,467 7,863 Total revenue, net $ 14,908 $ 16,993 $ 28,029 $ 33,224 |
Schedule of Revenue, Net by Major Distribution Channel | The MusclePharm brands are marketed across major global retail distribution channels. Below is a table of revenue, net by our major distribution channel (in thousands): Schedule of Revenue, Net by Major Distribution Channel For the Three Months Ended June 30, 2021 % of 2020 % of Distribution Channel Specialty $ 9,983 67 % $ 8,933 53 % International 1,775 12 % 3,479 20 % FDM 3,150 21 % 4,581 27 % Total $ 14,908 100 % $ 16,993 100 % For the Six Months Ended June 30, 2021 % of 2020 % of Distribution Channel Specialty $ 17,055 61 % $ 16,969 51 % International 6,148 22 % 7,863 24 % FDM 4,826 17 % 8,392 25 % Total $ 28,029 100 % $ 33,224 100 % |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Cash and Cash Equivalents, at Carrying Value | $ 1,016 | $ 1,016 | $ 2,003 | ||||
Cash, Period Increase (Decrease) | 400 | 1,000 | |||||
Working capital deficit | 22,800 | 22,800 | |||||
Stockholders' Equity Attributable to Parent | 26,266 | 26,266 | $ 24,325 | 24,419 | $ 27,970 | $ 27,865 | $ 27,952 |
Retained Earnings (Accumulated Deficit) | $ 194,828 | $ 194,828 | $ 192,673 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Product Information [Line Items] | ||||
Sales returns and discounts | $ 1,900,000 | $ 3,600,000 | $ 4,400,000 | $ 7,600,000 |
Sales returns and discounts as a percentage of sales | 11.00% | 17.00% | 14.00% | 19.00% |
Uninsured cash balance | $ 800,000 | $ 800,000 | ||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 55.00% | 30.00% | 43.00% | 33.00% |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 13.00% | 24.00% | 13.00% | 23.00% |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 21.00% | 13.00% | 16.00% | |
Revenue from Contract with Customer Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 23.00% | 33.00% | 24.00% | 34.00% |
Revenue from Contract with Customer Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 15.00% | 30.00% | 15.00% | 30.00% |
Revenue from Contract with Customer Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 13.00% | 20.00% | 15.00% | 17.00% |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 59.00% | 31.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 18.00% | |||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 16.00% | |||
Account Payables [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 33.00% | 19.00% | ||
Account Payables [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 17.00% | 12.00% | ||
Account Payables [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 12.00% | 12.00% | ||
Account Payables [Member] | Customer Concentration Risk [Member] | Customer Four [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 11.00% | |||
Maximum [Member] | ||||
Product Information [Line Items] | ||||
FDIC insured amount | $ 250,000 | $ 250,000 | ||
Cost of Sales [Member] | ||||
Product Information [Line Items] | ||||
Shipping and handling costs | 500,000 | $ 400,000 | 1,000,000 | $ 800,000 |
Selling, General and Administrative Expenses [Member] | ||||
Product Information [Line Items] | ||||
Shipping and handling costs | $ 900,000 | $ 600,000 | $ 1,600,000 | $ 1,200,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 625 | $ 332 |
Finished goods | 936 | 700 |
Inventory | $ 1,561 | $ 1,032 |
Schedule of Accrued and Other L
Schedule of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 114 | $ 242 |
Accrued interest | 748 | 644 |
Accrued payroll and bonus | 630 | 738 |
Settlements – short-term (Nutrablend and 4Excelsior) | 2,949 | 2,735 |
Accrued expenses - ThermoLife | 1,364 | 1,364 |
Accrued and other short-term liabilities | 1,001 | 1,201 |
Accrued and other liabilities | $ 6,806 | $ 6,924 |
Schedule of Interest and Other
Schedule of Interest and Other Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Other Income and Expenses [Abstract] | ||||
Interest expense, related party | $ (147) | $ (76) | $ (282) | $ (152) |
Interest expense, other | (235) | (175) | (443) | (332) |
Interest expense, secured borrowing arrangement | (258) | (383) | (424) | (748) |
Foreign currency transaction loss | 34 | 16 | 32 | (18) |
Other | 105 | 74 | 437 | 167 |
Total interest and other expense, net | $ (501) | $ (544) | $ (680) | $ (1,083) |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Assets: Operating | $ 338 | $ 474 |
Current liabilities: Operating | 424 | 381 |
Non-current liabilities: Operating | 119 | 343 |
Total lease liabilities | $ 543 | $ 724 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||
Operating cash flows from operating leases | $ 180 | $ 397 |
Operating cash flows from finance leases | 1 | |
Financing cash flows from finance leases | $ 52 | |
The weighted average remaining lease term : Operating leases (in years) | 1 year 2 months 12 days | 2 years |
The weighted average remaining lease term : Finance leases (in years) | 1 month 6 days | |
The weighted average discount rate: Operating leases | 18.00% | 18.00% |
The weighted average discount rate: Finance leases | 5.00% |
Schedule of Other Long-Term Lia
Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Other long-term debt | $ 3,786 | $ 5,071 |
Settlements long-term (Nutrablend and 4Excelsior) [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Other long-term debt | 3,143 | 3,906 |
Paycheck Protection Program loan [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Other long-term debt | 643 | 965 |
Other [Member] | ||
Obligation with Joint and Several Liability Arrangement [Line Items] | ||
Other long-term debt | $ 200 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Jun. 14, 2021 | Sep. 25, 2020 | May 14, 2020 | Apr. 10, 2019 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | Nov. 29, 2020 | Oct. 15, 2020 | Aug. 21, 2020 | Jan. 31, 2016 |
Debt Instrument [Line Items] | |||||||||||||
Original principal amount | $ 2,000,000 | ||||||||||||
Debt description | the Company agreed to (i) pay approximately $3.1 million (“Owed Amount”) in monthly payments (“Monthly Payments”) from September 1, 2020 through June 30, 2023 and (ii) issue monthly purchase orders (“Purchase Orders”) at minimum amounts accepted by Nutrablend. | ||||||||||||
Long term liabilities | $ 100,000 | $ 100,000 | |||||||||||
Other long-term liabilities [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Payable | 1,000,000 | 1,000,000 | |||||||||||
Prestige Capital Corporation [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Proceed from loan | $ 1,000,000 | ||||||||||||
Debt instrument term | 6 months | ||||||||||||
Debt instrument, interest rate | 15.00% | ||||||||||||
Accommodation Fees | 2.00% | ||||||||||||
Purchase and Sale Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Original principal amount | 5,300,000 | 5,300,000 | $ 7,100,000 | $ 12,500,000 | |||||||||
Interest rate | 80.00% | ||||||||||||
Remaining interest rate | 20.00% | ||||||||||||
Purchase and Sale Agreement [Member] | Minimum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Disount fee interest rate | 0.70% | ||||||||||||
Purchase and Sale Agreement [Member] | Maximum [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Disount fee interest rate | 4.00% | ||||||||||||
Convertible Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest expense related to related party | 100,000 | $ 100,000 | 200,000 | $ 200,000 | |||||||||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate | 1.00% | ||||||||||||
Debt description | The Note is expected to mature on May 16, 2025. Payments were due by November 16, 2020 (the “Deferment Period”) and interest was accrued during the Deferment Period. | ||||||||||||
Maturity date | May 16, 2025 | ||||||||||||
Proceeds from debt | $ 964,910 | ||||||||||||
Mr. Ryan Drexler [Member] | The 2020 Refinanced Convertible Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Original principal amount | $ 2,871,967 | ||||||||||||
Mr. Ryan Drexler [Member] | Convertible Secured Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Original principal amount | $ 2,900,000 | ||||||||||||
Interest rate | 12.00% | ||||||||||||
Conversion price | $ 0.23 | ||||||||||||
Mr. Ryan Drexler [Member] | Convertible Secured Promissory Note [Member] | Payment in Kind (PIK) Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Conversion price | $ 0.10 | ||||||||||||
Mr. Ryan Drexler [Member] | Related Party Secured Revolving Promissory Note [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Original principal amount | 2,500,000 | 2,500,000 | $ 3,000,000 | ||||||||||
Interest rate | 12.00% | ||||||||||||
Interest paid in cash | 100,000 | 100,000 | |||||||||||
Prestige [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Aggregate face amount | 18,500,000 | 14,800,000 | 32,800,000 | 26,400,000 | |||||||||
Proceeds from related party debt | 14,700,000 | 11,700,000 | 26,200,000 | 21,100,000 | |||||||||
Fees and interest | $ 14,200,000 | $ 12,600,000 | $ 28,000,000 | $ 22,600,000 | |||||||||
Prestige [Member] | Purchase and Sale Agreement [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt description | On April 10, 2019, the Company and Prestige amended the terms of the agreement. The agreement was extended until April 1, 2020 and automatically renews for one (1) year periods unless either party receives written notice of cancellation from the other, at minimum, thirty (30) days prior to the expiration date thereafter. | ||||||||||||
Maturity date | Apr. 1, 2020 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 02, 2021 | Jul. 07, 2021 | May 18, 2021 | Apr. 27, 2021 | Feb. 25, 2021 | Sep. 25, 2020 | Feb. 27, 2020 | Dec. 04, 2019 | Oct. 31, 2019 | Jul. 07, 2019 | Mar. 18, 2019 | Aug. 21, 2018 | Jul. 07, 2018 | Jul. 28, 2017 | Jul. 07, 2017 | Apr. 04, 2017 | Jul. 20, 2021 | Oct. 30, 2021 | May 31, 2021 | Aug. 31, 2021 | Jun. 30, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 16, 2020 | Dec. 16, 2019 |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Paid in installment | $ 3,100,000 | |||||||||||||||||||||||||||||
Remiitted amount | $ 2,100,000 | $ 1,800,000 | $ 1,500,000 | |||||||||||||||||||||||||||
Debt instrument, description | the Company agreed to (i) pay approximately $3.1 million (“Owed Amount”) in monthly payments (“Monthly Payments”) from September 1, 2020 through June 30, 2023 and (ii) issue monthly purchase orders (“Purchase Orders”) at minimum amounts accepted by Nutrablend. | |||||||||||||||||||||||||||||
Debt instrument, face amount | $ 2,000,000 | |||||||||||||||||||||||||||||
Accrued and other liabilities | $ 6,806,000 | $ 6,806,000 | $ 6,924,000 | |||||||||||||||||||||||||||
Other long-term liabilities | 4,012,000 | 4,012,000 | $ 5,071,000 | |||||||||||||||||||||||||||
Attorneys' fees and costs | $ 56,000 | |||||||||||||||||||||||||||||
Taxes and penalties | $ 5,300,000 | |||||||||||||||||||||||||||||
Tax withholdings | 4,400,000 | |||||||||||||||||||||||||||||
Penalties expense | 900,000 | |||||||||||||||||||||||||||||
Accrued penalties | 2,000,000 | |||||||||||||||||||||||||||||
Failure to deposit penalties | $ 2,000,000 | |||||||||||||||||||||||||||||
Claims amount | $ 7,300,000 | $ 5,300,000 | ||||||||||||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Attorneys' fees and costs | $ 92,942 | |||||||||||||||||||||||||||||
Three Promissory Notes [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Loan exchange value | $ 18,000,000 | |||||||||||||||||||||||||||||
ThermoLife [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Accrued expenses | 1,800,000 | $ 1,600,000 | ||||||||||||||||||||||||||||
Damage value | $ 900,000 | |||||||||||||||||||||||||||||
Loss contingency, damages sought, value | 1,600,000 | |||||||||||||||||||||||||||||
Interest expenses | 300,000 | |||||||||||||||||||||||||||||
Attorneys' fees and costs | $ 400,000 | |||||||||||||||||||||||||||||
Bond posted value | 600,000 | 600,000 | ||||||||||||||||||||||||||||
Repayment of debt | 250,000 | |||||||||||||||||||||||||||||
Accrued and other liabilities [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Litigation Settlement, Expense | 1,100,000 | |||||||||||||||||||||||||||||
Other long-term liabilities [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Paid in installment | 800,000 | |||||||||||||||||||||||||||||
Litigation Settlement, Expense | 2,200,000 | |||||||||||||||||||||||||||||
Interest expenses | 100,000 | 200,000 | ||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Line of credit | $ 3,000,000 | |||||||||||||||||||||||||||||
Forecast [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Remiitted amount | $ 1,400,000 | $ 2,100,000 | ||||||||||||||||||||||||||||
Forecast [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Remiitted amount | $ 700,000 | |||||||||||||||||||||||||||||
CANADA | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Allegedly unpaid invoices | $ 3,100,000 | |||||||||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Accrued expenses | $ 3,000,000 | |||||||||||||||||||||||||||||
Payments from advance related party | $ 1,000,000 | |||||||||||||||||||||||||||||
Paid in installment | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
Remiitted amount | $ 300,000 | |||||||||||||||||||||||||||||
Interest and other expense | 19,000 | $ 19,000 | 38,000 | $ 38,000 | ||||||||||||||||||||||||||
Nutrablend Matter [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Paid in installment | 700,000 | |||||||||||||||||||||||||||||
Interest and other expense | 100,000 | 100,000 | ||||||||||||||||||||||||||||
Purchase order | $ 2,000,000 | |||||||||||||||||||||||||||||
Accrued and other liabilities | 1,100,000 | 1,100,000 | ||||||||||||||||||||||||||||
Other long-term liabilities | 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||
City Football Group Limited [Member] | Sponsorship Agreement [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Loss contingency dispute resolution description | In August 2016, CFG commenced arbitration in the United Kingdom against the Company, seeking approximately $8.3 million for the Company’s purported breach of the Sponsorship Agreement. | |||||||||||||||||||||||||||||
Loss contingency dispute resolution amount | $ 8,300,000 | |||||||||||||||||||||||||||||
4Excelsior [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Damage value | $ 6,200,000 | |||||||||||||||||||||||||||||
Loss contingency, damages sought, value | $ 7,800,000 | |||||||||||||||||||||||||||||
Settlement payable | $ 4,750,000 | |||||||||||||||||||||||||||||
Settlement periodic payments beginning January 5, 2021 | 70,000 | |||||||||||||||||||||||||||||
Settlement periodic payments thereafter | $ 100,000 | |||||||||||||||||||||||||||||
Interest Rate, Stated Percentage | 18.00% | |||||||||||||||||||||||||||||
Mr. Drexler [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Interest expenses | 22,000 | 44,000 | ||||||||||||||||||||||||||||
Personal guaranty | $ 350,000 | 350,000 | ||||||||||||||||||||||||||||
Legal fees | $ 12,500 | |||||||||||||||||||||||||||||
Penalty expense | $ 1,500 | |||||||||||||||||||||||||||||
ThermoLife International LLC [Member] | ||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||
Loss contingency, damages sought, value | $ 1,800,000 | |||||||||||||||||||||||||||||
Interest expenses | $ 300,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | May 12, 2021 | Apr. 05, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Restricted stock awards granted, shares | 25,000 | 0 | 25,000 | 0 | ||
Restricted stock awards granted, value | $ 29,000 | $ 29,000 | ||||
Stock-based compensation expense | 0 | $ 100,000 | 0 | $ 200,000 | ||
Agreement [Member] | Cannata [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | 60,000 | 0 | 60,000 | 0 | ||
Options issued to purchase common stock | 1,673,994 | |||||
Options exercise price | $ 1.12 | |||||
Options exercisable term | 10 years | |||||
Fair value of options | $ 1,900,000 | |||||
Options term | 7 years 6 months | |||||
Annual volatility rate | 205.00% | |||||
Discount rate | 1.34% | |||||
Dividend rate | 0.00% | |||||
Transaction Equity Bonus [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Stock-based compensation expense | $ 200,000 | $ 0 | $ 200,000 | $ 0 | ||
Equity bonus, Percentage | 2.00% | |||||
Fair value of award granted | $ 1,000,000 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Income (loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||
Net loss | $ (2,251) | $ 94 | $ (253) | $ (60) | $ (2,157) | $ (313) |
Weighted average common shares used in computing net loss per share, basic and diluted | 33,386,200 | 32,764,553 | 33,131,087 | 32,612,956 | ||
Net loss per share, basic and diluted | $ (0.07) | $ (0.01) | $ (0.07) | $ (0.01) |
Schedule of Outstanding Potenti
Schedule of Outstanding Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 12,544,774 | 2,663,715 | 12,544,774 | 2,663,715 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 171,703 | 171,703 | ||
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 1,289,378 | |||
Unvested Restricted Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 270,660 | |||
Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 12,373,071 | 931,974 |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Potentially diluted securities | 12,544,774 | 2,663,715 | 12,544,774 | 2,663,715 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense (Benefit) | $ 7,000 | $ 22,000 | $ 7,000 | $ 44,000 |
Schedule of Revenue, Net by Geo
Schedule of Revenue, Net by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | $ 14,908 | $ 16,993 | $ 28,029 | $ 33,224 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | 9,050 | 13,514 | 18,562 | 25,361 |
International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | $ 5,858 | $ 3,479 | $ 9,467 | $ 7,863 |
Schedule of Revenue, Net by Maj
Schedule of Revenue, Net by Major Distribution Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 14,908 | $ 16,993 | $ 28,029 | $ 33,224 |
% of Total | 100.00% | 100.00% | 100.00% | 100.00% |
Specialty [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 9,983 | $ 8,933 | $ 17,055 | $ 16,969 |
% of Total | 67.00% | 53.00% | 61.00% | 51.00% |
International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 1,775 | $ 3,479 | $ 6,148 | $ 7,863 |
% of Total | 12.00% | 20.00% | 22.00% | 24.00% |
FDM [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 3,150 | $ 4,581 | $ 4,826 | $ 8,392 |
% of Total | 21.00% | 27.00% | 17.00% | 25.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Aug. 13, 2021USD ($)Integer$ / shares | Jul. 26, 2021USD ($)shares | Jun. 14, 2021USD ($) | Jun. 30, 2021$ / shares | Dec. 31, 2020$ / shares | Sep. 25, 2020USD ($) |
Subsequent Event [Line Items] | ||||||
Debt principal amount | $ 2,000,000 | |||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||
Prestige Capital Corporation [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Loans | $ 1,000,000 | |||||
Debt Instrument, Term | 6 months | |||||
Debt Instrument, Interest Rate During Period | 15.00% | |||||
Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Accommodation fee percent | 1.00% | |||||
Stock options | shares | 18,750 | |||||
Subsequent Event [Member] | Prestige Capital Corporation [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from Loans | $ 1,000,000 | |||||
Debt Instrument, Term | 6 months | |||||
Debt Instrument, Interest Rate During Period | 15.00% | |||||
Subsequent Event [Member] | Mr. Ryan Drexler [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt principal amount | $ 2,457,549 | |||||
Interest rate | 12.00% | |||||
Debt conversion, description | At the Company’s option (as determined by its independent directors), the Company may repay up to one sixth of any interest payment by either adding such amount to the principal amount of the August 2021 Convertible Note or by converting such interest amount into an equivalent amount of the Company’s common stock, $0.001 par value per share (the “Common Stock”). | |||||
Common stock par value | $ / shares | $ 0.001 | |||||
Maturity date | Jul. 14, 2022 | |||||
Subsequent Event [Member] | Mr. Ryan Drexler [Member] | Minimum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 15 | |||||
Subsequent Event [Member] | Mr. Ryan Drexler [Member] | Maximum [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 60 |