Cover
Cover | 3 Months Ended |
Mar. 31, 2022 | |
Entity Addresses [Line Items] | |
Document Type | S-1 |
Amendment Flag | false |
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 | 6728 W. Sunset Rd. |
Entity Address, Address Line Two | Suite 130 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89119 |
City Area Code | (800) |
Local Phone Number | 859-3010 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | false |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 6728 W. Sunset Rd. |
Entity Address, Address Line Two | Suite 130 |
Entity Address, City or Town | Las Vegas |
Entity Address, State or Province | NV |
Entity Address, Postal Zip Code | 89119 |
City Area Code | (800) |
Local Phone Number | 859-3010 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash | $ 534 | $ 1,223 | $ 2,003 |
Accounts receivable, net of allowances of $536 and $639 at March 31, 2022 and December 31, 2021, respectively | 9,277 | 6,388 | 7,488 |
Inventory | 975 | 1,830 | 1,032 |
Prepaid expenses and other current assets | 1,052 | 1,046 | 1,341 |
Total current assets | 11,838 | 10,487 | 11,864 |
Property and equipment, net | 4 | 5 | 13 |
Intangible assets, net | 35 | 356 | |
Operating lease right-of-use assets | 135 | 203 | 474 |
Other assets | 295 | ||
Total Assets | 11,977 | 10,730 | 13,002 |
Current liabilities: | |||
Accounts payable | 18,877 | 17,980 | 14,719 |
Accrued and other liabilities | 6,654 | 5,942 | 6,194 |
Obligation under secured borrowing arrangement | 6,592 | 6,446 | 7,098 |
Line of credit | 743 | ||
Operating lease liability | 233 | 342 | 381 |
Senior notes payable | 7,738 | 4,555 | |
Convertible notes with a related party | 5,330 | 5,330 | 2,872 |
Revolving line of credit, related party | 2,747 | ||
Total Current Liabilities | 48,171 | 40,595 | 32,007 |
Operating lease liability, long term | 343 | ||
Other long term liabilities | 1,861 | 2,326 | 5,071 |
Total Liabilities | 50,032 | 42,921 | 37,421 |
Commitments and contingencies (Note 8) | |||
Stockholders’ deficit: | |||
Preferred stock, zero issued and outstanding | |||
Common stock, par value of $0.001 per share; 100,000,000 shares authorized, 33,386,200 and 33,386,200 shares issued as of March 31, 2022 and December 31, 2021, respectively; and 33,386,200 and 33,386,200 shares outstanding as of March 31, 2022 and December 31, 2021, respectively | 32 | 32 | 32 |
Additional paid-in capital | 183,792 | 183,355 | 178,261 |
Treasury Stock at Cost, 875,621 shares | (10,039) | (10,039) | (10,039) |
Accumulated deficit | (211,840) | (205,539) | (192,673) |
Total Stockholders’ Deficit | (38,055) | (32,191) | (24,419) |
Total Liabilities and Stockholders’ Deficit | $ 11,977 | $ 10,730 | $ 13,002 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 33,386,200 | 33,386,200 | 33,980,905 |
Common Stock, Shares, Outstanding | 33,386,200 | 33,386,200 | 33,105,284 |
Treasury stock, shares | 875,621 | 875,621 | |
Accounts receivable, allowance for credit loss, current | $ 536 | $ 639 | |
Treasury stock, shares | 875,621 | 875,621 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 13,101 | $ 13,121 | $ 50,042 | $ 64,440 |
Cost of revenue | 11,592 | 9,432 | 44,671 | 44,831 |
Gross profit | 1,509 | 3,689 | 5,371 | 19,609 |
Operating expenses: | ||||
Selling and promotion | 1,160 | 1,149 | 4,393 | 3,888 |
General and administrative | 2,829 | 2,268 | 9,891 | 12,952 |
Impairment of operating lease right-of-use assets | 167 | |||
Total operating expenses | 3,989 | 3,417 | 14,284 | 17,007 |
Income (loss) from operations | (2,480) | 272 | (8,913) | 2,602 |
Other (expense) income: | ||||
Gain on settlements | 12 | 200 | ||
Loss on settlement of obligations | (2) | (95) | ||
Gain on settlement of payables | 143 | 1,687 | ||
Interest expense | (3,821) | (510) | (5,460) | (1,493) |
Other (expense) income, net | (12) | 132 | 1,358 | 465 |
Income (loss) before provision for income taxes | (6,301) | 94 | (12,874) | 3,166 |
Benefit for income taxes | (8) | (19) | ||
Net income (loss) | $ (6,301) | $ 94 | $ (12,866) | $ 3,185 |
Net income (loss) per share, basic | $ (0.19) | $ 0 | $ (0.39) | $ 0.10 |
Net income (loss) per share, diluted | $ (0.19) | $ 0 | $ (0.39) | $ 0.08 |
Weighted average shares used to compute net income (loss) per share, basic | 33,386,200 | 33,119,549 | 33,363,321 | 32,812,462 |
Weighted average shares used to compute net income (loss) per share, diluted | 33,386,200 | 45,492,620 | 33,363,321 | 41,172,461 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 31 | $ 177,914 | $ (10,039) | $ (195,858) | $ (27,952) | ||
Begining balance, shares at Dec. 31, 2019 | 33,000,412 | ||||||
Forfeiture of unvested restricted stock | |||||||
Forgeiture of unvested restricted stock, shares | (121,850) | ||||||
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors | 144 | 144 | |||||
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors, shares | |||||||
Issuance of shares for services | $ 1 | 203 | 204 | ||||
Issuance of shares for services, shares | 226,722 | ||||||
Net income (loss) | 3,185 | 3,185 | |||||
Ending balance, value at Dec. 31, 2020 | $ 32 | 178,261 | $ (10,039) | (192,673) | (192,673) | (24,419) | |
Ending balance, shares at Dec. 31, 2020 | 33,105,284 | 875,621 | |||||
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors | |||||||
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors, shares | 280,916 | ||||||
Net income (loss) | 94 | 94 | |||||
Ending balance, value at Mar. 31, 2021 | $ 32 | 178,261 | $ (10,039) | (192,579) | (24,325) | ||
Ending balance, shares at Mar. 31, 2021 | 33,386,200 | 875,621 | |||||
Beginning balance, value at Dec. 31, 2020 | $ 32 | 178,261 | $ (10,039) | (192,673) | (192,673) | (24,419) | |
Begining balance, shares at Dec. 31, 2020 | 33,105,284 | 875,621 | |||||
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors | 653 | 653 | |||||
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors, shares | 280,916 | ||||||
Issuance of shares for services | $ 204 | ||||||
Issuance of shares for services, shares | 226,722 | ||||||
Net income (loss) | (12,866) | (12,866) | |||||
Warrants issued with debt offering | 4,441 | 4,441 | |||||
Ending balance, value at Dec. 31, 2021 | $ 32 | 183,355 | $ (10,039) | $ (205,539) | (205,539) | (32,191) | |
Ending balance, shares at Dec. 31, 2021 | 33,386,200 | 875,621 | |||||
Net income (loss) | (6,301) | (6,301) | |||||
Stock-based compensation | 437 | 437 | |||||
Ending balance, value at Mar. 31, 2022 | $ 32 | $ 183,792 | $ (10,039) | $ (211,840) | $ (38,055) | ||
Ending balance, shares at Mar. 31, 2022 | 33,386,200 | 875,621 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net income/(loss) | $ (6,301) | $ 94 | $ (12,866) | $ 3,185 |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||||
Depreciation and amortization of property and equipment | 1 | 4 | 10 | 145 |
Amortization of intangible assets | 35 | 80 | 321 | 320 |
Bad debt expense | (355) | (11) | 475 | 172 |
Gain on disposal of property and equipment | (160) | |||
Gain on settlement of payables | (143) | (1,687) | ||
Provision for inventory write down | 86 | (96) | ||
Stock-based compensation | 437 | 653 | 144 | |
Stock issued to nonemployees | 204 | |||
Impairment of operating lease right-of-use assets | 167 | |||
Amortization of debt issue cost | 419 | 368 | ||
OID Interest | 568 | 498 | ||
Amortization of debt discount | 2,196 | 1,928 | ||
Gain on extinguishment of Paycheck Protection Program Loan | (965) | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable, net | (2,534) | 1,278 | 625 | (2,852) |
Inventory | 855 | (406) | (702) | 3,687 |
Prepaid expenses and other current assets | (6) | 527 | 480 | (39) |
Operating lease assets and liabilities | (41) | 87 | ||
Accounts payable | 897 | (1,641) | ||
Right of use asset and other assets | 549 | |||
Accounts payable | 3,261 | |||
Other long-term liabilities | (465) | (1,780) | ||
Accrued and other liabilities | 712 | (109) | (4,703) | |
Net cash provided by/(used in) operating activities | (3,582) | 98 | (8,042) | (868) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Purchase of property and equipment | (4) | (2) | (4) | |
Proceeds from disposal of property and equipment | 222 | |||
Net cash provided by/(used in) investing activities | (4) | (2) | 218 | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Proceeds from line of credit | 1,061 | 1,243 | ||
Payments on lines of credit | (100) | (3,465) | ||
Proceeds from secured borrowing arrangement, net of reserves | 6,293 | 11,423 | 49,060 | 46,377 |
Payments to secured borrowing arrangement, net of fees | (6,147) | (13,781) | (49,713) | (43,722) |
Proceeds from revolving line of credit, related party | 7,366 | |||
Payments on revolving line of credit, related party | (4,619) | |||
Proceeds from convertible shareholder’s loan | 2,458 | |||
Proceeds from issuance of Paycheck Protection Program Loan | 965 | |||
Proceeds from senior notes payable and warrants | 7,050 | |||
Debt issuance costs | (848) | |||
Repayment of notes payable | (108) | (743) | (277) | |
Net cash provided by/(used in) financing activities | 2,893 | (1,505) | 7,264 | 1,121 |
Net increase/(decrease) in cash and cash equivalents | (689) | (1,411) | (780) | 471 |
Cash and cash equivalents, beginning of period | 1,223 | 2,003 | 2,003 | 1,532 |
Cash and cash equivalents, end of period | 534 | 592 | 1,223 | 2,003 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||
Cash paid for interest | $ 3,467 | $ 101 | 3,126 | 1,437 |
Cash paid for taxes | $ 40 | $ 39 |
Description of Business
Description of Business | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 contract manufacturers. The Company’s portfolio of recognized brands, including MusclePharm, FitMiss and MP Combat Energy is marketed and sold globally. As of March 31, 2022, the Company had the following wholly-owned subsidiary which did not have any operations or assets as of and for the three months ended March 31, 2022: MusclePharm Canada Enterprises Corp. In 2021, the Company announced its entrance into the functional energy space in collaboration with former Rockstar Energy executives. The Company launched three flavors of MP Combat Energy in September 2021 for domestic distribution and three additional flavors for international distribution. The Company believes the launch of its new energy products, reductions in operating costs and continued focus on gross profit and revenue 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 the Company’s contract manufacturers to meet 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 entry into the Energy Drink business has created a second segment, which is presented in detail in Note 12. Information About Our Segments We are engaged in global sales of products that fall into two operating segments: Protein Products and Energy Drinks. Information regarding our operating segments and geographic and product information is contained in Note 12 to these consolidated financial statements. Going Concern The Company has historically incurred significant losses and experienced negative cash flows since inception. As of March 31, 2022, the Company had cash of $ 0.5 million, a working capital deficit of $ 36.3 million, a stockholders’ deficit of $ 38.1 million and an accumulated deficit of $ 211.8 million resulting from recurring losses from operations. As a result of a history of losses and financial condition, there is substantial doubt about the Company’s 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, issuances 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 negotiating improved pricing for raw materials. In addition, the Company has worked to negotiate lower production costs with its contract manufacturers. Although these steps improved gross margins through the first quarter of 2022, with the recent further 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 2021. The Company expects overall margins to improve as we ramp up energy sales with stronger gross margins in the energy drink segment. COVID-19 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 the Company’s 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. | 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 contract manufacturers. The Company’s portfolio of recognized brands, including MusclePharm, FitMiss and MP Combat Energy is marketed and sold globally. As of December 31, 2021, the Company had the following wholly-owned subsidiary which did not have any operations or assets as of and for the years ended December 31, 2021 or 2020: MusclePharm Canada Enterprises Corp. In 2021, the Company announced its entrance into the functional energy space with former Rockstar Energy executives. The Company launched three flavors of MP Combat Energy in September 2021 for domestic distribution and three additional flavors for international distribution. The Company believes with the launch of its new energy products, reductions in operating costs and continued focus on gross profit and revenue 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 the Company’s contract manufacturers to meet 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 entry into the Energy Drink business has created a second segment, which is presented in detail in Note 18. Information About Our Segments We are engaged in global sales of products that fall into two operating segments: Protein Products and Energy Drinks. Information regarding our operating segments and geographic and product information is contained in Note 18 to these consolidated financial statements. Going Concern The Company has historically incurred significant losses and experienced negative cash flows since inception. As of December 31, 2021, the Company had cash of $ 1.2 million, a working capital deficit of $ 30.1 million, a stockholders’ deficit of $ 32.2 205.5 million resulting from recurring losses from operations. As a result of a history of losses and financial condition, there is substantial doubt about the Company’s 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 negotiating improved pricing for raw materials. In addition, the Company has worked to negotiate lower production costs with its contract 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. COVID-19 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 the Company’s 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 | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 March 31, 2022, results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022. 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 as amended for the year ended December 31, 2021, filed with the SEC on May 4, 2022. 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, the calculation of the Company’s effective tax rate and deferred tax assets, valuation of stock based compensation, warrants, likelihood and range of possible losses on contingencies and present value of lease liabilities. Actual results could differ from those estimates. Disaggregation of Revenue The following shows the disaggregation of revenue by distribution channel for the three months ended March 31, 2022 and 2021 (in thousands). Schedule of Disaggregation of Revenue For the Three Months Ended March 31, 2022 % of Total 2021 % of Total Distribution Channel Specialty $ 3,383 26 % $ 6,795 52 % International 733 6 % 3,847 29 % FDM 8,985 68 % 2,479 19 % Total $ 13,101 100 % $ 13,121 100 % 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 cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers and vendors are those that represent more than 10% of the Company’s net revenue or accounts receivable for each period presented. During the three months ended March 31, 2022, we had three customers who individually accounted for 59% , 13% , and 12% of our net revenue, and two customers that individually accounted for 59% and 17% of accounts receivable. During the three months ended March 31, 2021, we had three customers who individually accounted for 28% , 17% and 14% of our net revenue, and two customers that individually accounted for 32% and 21% of accounts receivable. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled products due to defective manufacturing. During the three months ended March 31, 2022, the Company had four vendors who individually accounted for 17% 12% 12% 11% 32% 21% 21% The Company has a geographic concentration in the United States, with 94% 71% 6% 29% Segments Historically, the Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company has had two reporting segments and operating unit structures. During the fourth quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, so the CODM now reviews financial information and makes resource and opportunity decisions on a disaggregated basis with the functional energy drink business separate from protein products. Litigation Estimates and Accruals 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. Income Taxes Income taxes are accounted for using the asset and liability method. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Interest income, interest expense and penalties associated with income taxes are reflected in (Benefit) provision for income taxes on the consolidated statements of operations. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to be established unless management determines that it is more likely than not that the Company will ultimately realize the tax benefit associated with a deferred tax asset. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. 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 March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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) 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) Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, including classification of certain operating expenses. | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for financial information and with the instructions to Form 10-K and Regulation S-X. 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. 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, the calculation of the Company’s effective tax rate and deferred tax assets, valuation of stock based compensation, warrants, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies and present value of lease liabilities. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2021 and 2020, the Company had no Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any sales discounts and allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of “General and administrative” expenses in the consolidated statements of operations. The Company reserves the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts, and an accrual is made for discounts earned but not yet utilized at each period end. The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2021 and 2020 (in thousands): Schedule of Accounts Receivable As of December 31, 2021 2020 Accounts receivable $ 7,028 $ 10,895 Less: allowance for discounts and returns (235 ) (2,525 ) Less: allowance for doubtful accounts (405 ) (882 ) Accounts receivable, net $ 6,388 $ 7,488 The allowance for discounts and returns consisted of the following activity for the years ended December 31, 2021 and 2020 (in thousands): Schedule of Allowance for Discount and Return 2021 2020 As of December 31, 2021 2020 Allowance for discounts and returns, beginning balance $ 2,525 $ 2,901 Charges against revenues 9,259 17,703 Utilization of Reserve (11,549 ) (18,079 ) Allowance for discounts and returns, ending balance $ 235 $ 2,525 Revenue Recognition Revenue is recognized when control of the promised goods is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. a. Nature of Goods The Company sells a variety of protein products and energy drinks through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, specialty stores and websites and other e-commerce channels, all of which sell products to consumers. b. When Performance Obligations are Satisfied For performance obligations related to the shipping and invoicing of products, control transfers at the point in time upon which finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier, depending on shipping terms. Once a product has been delivered or picked up by the customer, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to have transferred upon delivery or customer receipt because the Company has an enforceable right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset. c. Variable Consideration The Company conducts extensive promotional activities with its largest customer, primarily through the use of off-list discounts, coupons, cooperative advertising, periodic price reduction arrangements, and end-aisle and other in-store displays. The costs of such activities are netted against sales and are recorded over the calendar year, in proportion to sales recorded during that calendar year. The reserves for sales returns and consumer and trade promotion liabilities are established based on the Company’s best estimate of the amounts necessary to settle future and existing obligations for products sold as of the balance sheet date. To determine the appropriate timing of recognition of consideration payable to a customer, all consideration payable to customers is reflected in the transaction price at inception and reassessed routinely. d. Practical Expedients The Company expenses incremental direct costs of obtaining a contract (broker commissions) when the related sale takes place, since the amortization period of the commissions paid for the sale of products is less than a year. These costs are recorded in “Selling and promotion” expenses in the accompanying consolidated statements of operations. The Company accounts for shipping and handling costs as fulfillment activities which are therefore recognized upon shipment of the goods. Shipping and handling costs related to inbound purchases of raw material and finished goods are included in cost of revenues in the consolidated statements of operations and capitalized into the value of inventory on the balance sheet. For the years ended December 31, 2021 and 2020, the Company incurred $ 1.8 1.3 3.1 2.5 The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes. During the years ended December 31, 2021 and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 9.3 17.7 16 22 Disaggregation of Revenue The following shows the disaggregation of revenue by distribution channel for the years ended December 31, 2021 and 2020 (in thousands). Schedule of Disaggregation of Revenue For the Years Ended December 31, 2021 % of Total 2020 % of Total Distribution Channel Specialty $ 20,144 40 % $ 26,643 41 % International $ 15,233 30 % $ 17,862 28 % FDM $ 14,665 30 % $ 19,935 31 % Total $ 50,042 100 % $ 64,440 100 % 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 cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers and vendors are those that represent more than 10% of the Company’s net revenue or accounts receivable for each period presented. During the year ended December 31, 2021, we had three customers who individually accounted for 38 14 13 22 41 17 12 61 The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled products due to defective manufacturing. During the year ended December 31, 2021, the Company had three vendors who individually accounted for 26 19 9 25 24 13 The Company has a geographic concentration in the United States, with 70 72 30 28 5 Inventory Inventory consists of finished goods and raw materials used to manufacture the Company’s products by one of our contract manufacturers as of December 31, 2021 and 2020. The Company records charges for obsolete and slow-moving inventory based on the age of the product as determined by the expiration date or otherwise determined to be obsolete. Products within one year of their expiration dates are considered for write-off purposes. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Historically, the Company has had minimal returns with established customers. The Company incurred insignificant inventory write-offs during the years ended December 31, 2021 and 2020. The Company accounts for its inventory on a First-in First-out basis. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, giveaways, print advertising, insurance and service contracts requiring up-front payments. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets. When assets are retired or otherwise disposed, the assets and related accumulated depreciation are removed, and the resulting gains or losses are recorded in the statement of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Schedule of Estimated Useful Lives of Property, Plant, and Equipment Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 7 years Manufacturing and lab equipment 3 5 years Vehicles 3 5 years Intangible Assets Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and costs incurred in obtaining certain trademarks are capitalized, and are amortized over their related useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of “General and administrative” expenses in the consolidated statements of operations. The estimated useful life of the intangible assets is 7 years Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. There was no 0.167 Fair Value GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using an estimated fair value hierarchy which requires the Company to use observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: ● Level 1 — Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 — Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and ● Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Leases A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. An entity controls the use when it has a right to obtain substantially all of the benefits from the use of the identified asset and has the right to direct the use of the asset. The Company determines if an arrangement is a lease at contract inception. For all classes of underlying assets, the Company includes both the lease and non-lease components as a single component and accounts for it as a lease. Lease liabilities are recognized based on the present value of the lease payments over the lease term at the commencement date. MusclePharm calculates and uses the rate implicit in the lease if the information is readily available, or if not available, the Company uses its incremental borrowing rate in determining the present value of lease payments. Lease right-of-use (“ROU”) assets are based on the lease liability, subject to adjustments, such as lease incentives. The ROU assets also include any lease payments made at or before the commencement date. MusclePharm excludes variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating leases are included in “Operating lease right-of-use assets,” “Operating lease liability, current” and “Operating lease liability, long-term” on the consolidated balance sheets. Finance leases are included in “Property and equipment, net,” “Accrued and other liabilities” and “Other long-term liabilities” on the consolidated balance sheets. Cost of Revenue Cost of revenue for the Company represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from contract manufacturers. Advertising and Promotion Our advertising and promotion expenses consist primarily of digital, print and media advertising, athletic endorsements and sponsorships, promotional giveaways, trade show events and various partnering activities with our retail partners, and are expensed as incurred. Share-Based Payments and Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the applicable awards’ grant date, based on the estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight-line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are also recorded at fair value on the grant date. The fair value of restricted stock awards is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards, and estimated forfeitures. Due to the Company’s limited experience with the expected term of options, the simplified method was utilized in determining the expected option term as prescribed in ASC 718 Compensation – Stock Compensation. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest. Warrants In conjunction with the Securities Purchase Agreement (“SPA”), the Company issued 17,355,700 warrants to the senior note holders. The warrants entitle the holder to purchase one share of the Company’s common stock at an exercise price equal to $ .78 per share at any time on or after October 13, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on October 13, 2026 the “Termination Date”). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the debt instruments. Management also determined that the warrants are puttable for cash upon a fundamental transaction at the option of the holder and as such required classification as equity pursuant to ASC 470. In accordance with the accounting guidance, the outstanding warrants are recognized as equity on the balance sheet. The proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants, and of the warrants themselves at time of issuance. The allocation of the portion of the value resulted in a discount of the debt instrument. The fair value of the warrants were measured using the Black Scholes option pricing model. Foreign Currency The functional currency of the Company’s foreign subsidiary, MusclePharm Canada, is the Canadian dollar. There are no assets or liabilities in this foreign subsidiary and therefore, there is no accumulated other comprehensive income recorded. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in “Interest income, net” in the consolidated statements of operations. Segments Historically, the Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company has had two reporting segments and operating unit structures. During the fourth quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, so the CODM now reviews financial information and makes resource and opportunity decisions on a disaggregated basis with the functional energy drink business separate from protein products. Litigation Estimates and Accruals 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. Income Taxes Income taxes are accounted for using the asset and liability method. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Interest income, interest expense and penalties associated with income taxes are reflected in (Benefit) provision for income taxes on the consolidated statements of operations. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to be established unless management determines that it is more likely than not that the Company will ultimately realize the tax benefit associated with a deferred tax asset. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. 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 March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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) 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) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, including classification of certain operating expenses. |
Inventory
Inventory | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 3. Inventory Inventory consists of finished goods and raw materials used to manufacture the Company’s products by one of our contract manufacturers for the three months ended March 31, 2022 and 2021. The Company records charges for obsolete and slow-moving inventory based on the age of the product as determined by the expiration date or otherwise determined to be obsolete. Products within one year of their expiration dates are considered for write-off purposes. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Historically, the Company has had minimal returns with established customers. The Company accounts for its inventory on a First-in First-out basis. The components of inventory as of March 31, 2022 and December 31, 2021 were as follows (in thousands): Schedule of Inventory March 31, 2022 December 31, 2021 Raw Materials $ 746 $ 694 Finished Goods 229 1,144 Inventory 975 1,838 Less: inventory writedown — (8 ) Inventory $ 975 $ 1,830 | Note 3. Inventory The components of inventory as of December 31, 2021 and 2020 were as follows (in thousands): Schedule of Inventory 2021 2020 As of December 31, 2021 2020 Raw Materials $ 694 $ 437 Finished Goods 1,144 700 Inventory 1,838 1,137 Less: inventory write downs (8 ) (105 ) Inventory $ 1,830 $ 1,032 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4. Property and Equipment Property and equipment consisted of the following as of December 31, 2021 and 2020 (in thousands): Schedule of Property and Equipment 2021 2020 As of December 31, 2021 2020 Furniture, fixtures and Equipment $ 72 $ 167 Vehicles — 39 Property and equipment, gross 72 206 Less: accumulated depreciation (67 ) (193 ) Property and equipment, net $ 5 $ 13 Depreciation expense related to property and equipment was $ 0.01 million and $ 0.145 million for the years ended December 31, 2021 and 2020, respectively, which is included in “Selling and Promotion” expense in the accompanying consolidated statements of operations. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5. Intangible Assets Intangible assets consisted of the following (in thousands): Schedule of Intangible Assets As of December 31, 2021 Gross Value Accumulated Amortization Net Carrying Value Remaining Weighted Average Useful Lives (years) Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (2,209 ) $ 35 0.1 Total $ 2,244 $ (2,209 ) $ 35 As of December 31, 2020 Gross Value Accumulated Amortization Net Carrying Value Remaining Weighted Average Useful Lives (years) Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (1,888 ) $ 356 1.1 Total $ 2,244 $ (1,888 ) $ 356 Intangible asset amortization expense was $ 0.3 0.3 Schedule of Estimated Future Amortization Expense of Intangible Assets For the Year Ending December 31, Amount 2022 $ 35 Total amortization expense $ 35 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Accrued and Other Liabilities | Note 4. Accrued and Other Liabilities As of March 31, 2022 and December 31, 2021, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities March 31, 2022 December 31, 2021 Accrued professional fees $ 342 $ 236 Accrued interest 1,151 797 Accrued payroll and bonus 702 695 Settlements — short term (Nutrablend and 4Excelsior) 2,102 2,104 Accrued expenses — ThermoLife 1,364 1,364 Accrued and other short-term liabilities 993 746 Total accrued and other liabilities $ 6,654 $ 5,942 | Note 6. Accrued and Other Liabilities As of December 31, 2021 and 2020, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities 2021 2020 As of December 31, 2021 2020 Accrued professional fees $ 236 $ 242 Accrued interest 797 644 Accrued payroll and bonus 695 738 Settlements — short term (Nutrablend and 4Excelsior) 2,104 2,005 Accrued expenses — ThermoLife 1,364 1,364 Accrued and other short-term liabilities 746 1,201 Total Accrued and other liabilities $ 5,942 $ 6,194 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Leases | Note 7. Leases The Company determines if a contract contains a lease when the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. Upon identification and commencement of a lease, we establish a right-of-use (“ROU”) asset and a lease liability. ROU assets and lease liabilities are measured and recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. The Company has elected not to apply ASC 842 to arrangements with lease terms of 12 months or less. The Company has had operating leases for warehouse facilities and office space across the United States. The remaining lease terms for these leases range from less than one 2 On July 24, 2020, the Company entered into a Sublease Agreement with a third-party cosmetics company to sublease the office building in Burbank, California. The sublease commenced on September 15, 2020 and is in effect through the remainder of the Company’s lease term (September 15, 2020 through September 30, 2022). Rent was abated for the sublease tenant between November 1, 2020 and December 31, 2020. In September 2020, the Company assessed its existing leases for impairment as the remaining lease costs exceeded the anticipated sublease income on these leases. As a result of the impairment analysis, the Company recorded an impairment charge of $ 0.167 No The Company has elected the practical expedient to combine lease and non-lease components into a single component for all of its leases. Fixed lease costs represent the explicitly quantified lease payments prescribed by the lease agreement and are included in the measurement of the ROU asset and corresponding lease liability. Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance and tax payments. The variable lease payments are not presented as part of the initial ROU asset or lease liability. The Company’s lease agreements do not contain any material restrictive covenants. The components of lease cost for operating and finance leases for the year ended December 31, 2021 were as follows (in thousands): Schedule of Components of Lease Cost for Operating and Finance Leases Income Statement Classification Year Ended December 31, 2021 Year Ended December 31, 2020 Operating lease cost General and administrative $ 371 $ 718 Finance lease cost: Amortization of right of use asset General and administrative - 61 Interest on lease liabilities General and administrative - 1 Total finance lease cost - 62 Variable lease payments General and administrative 481 318 Sublease income Interest income expense, net (401 ) (315 ) Total lease cost $ 451 $ 783 The Company had no short-term leases as of December 31, 2021. The Company’s leases do not provide an implicit rate; therefore, the Company uses its incremental borrowing rate based on the information available at the effective date in determining the present value of future payments for those leases. The weighted average discount rate was as follows: Schedule of Weighted Average Discount Rate 2021 2020 Operating leases 18 % 18 % Finance leases 0 % 5 % The maturities of lease liabilities with leases in effect as of December 31, 2021 were as follows (in thousands): Schedule of Maturities of Lease liabilities Operating Lease 2022 $ 342 Thereafter - Total future undiscounted lease payments 368 Less amounts representing interest 26 Present value of lease liabilities $ 342 |
Interest Expense
Interest Expense | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Interest Expense | Note 5. Interest Expense For the three months ended March 31, 2022 and March 31, 2021, interest expense consisted of the following: Schedule of Interest Expenses For the Three Months Ended March 31, 2022 2021 Interest expense, related party $ (313 ) $ (120 ) Interest expense, other (254 ) (227 ) Interest expense, secured borrowing arrangement (71 ) (163 ) Amortization of debt issue cost associated with related warrants (2,615 ) - Amortization of debt issue cost - OID (568 ) - Total interest expense $ (3,821 ) $ (510 ) | Note 8. Interest Expense For the years ended December 31, 2021 and 2020, interest expense consisted of the following: Schedule of Interest Expenses For the Years Ended December 31, 2021 2020 Interest expense, related party $ (541 ) $ (329 ) Interest expense, other (1,042 ) 202 Interest expense, secured borrowing arrangement (1,083 ) (1,366 ) Amortization of Debt Issue Cost associated with related warrants (2,296 ) - Amortization of Debt Issue Cost - OID (498 ) - Total interest expense $ (5,460 ) $ (1,493 ) |
Other Income, Net
Other Income, Net | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Other Income, Net | Note 9. Other Income, Net For the years ended December 31, 2021 and 2020, “Other income, net” consisted of the following: Schedule of Other Income Net For the Years Ended December 31, 2021 2020 Other income - loan forgiveness $ 965 $ - Foreign currency transaction loss (28 ) (8 ) Other 564 473 Total other income, net $ 1,501 $ 465 |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Debt | Note 7. Debt As of March 31, 2022 and December 31, 2021, the Company’s debt consisted of the following (in thousands): Schedule of Debt March 31, 2022 December 31, 2021 Senior notes payable $ 7,798 $ 5,035 Debt issue costs, net (60 ) (479 ) Refinanced convertible note, related party 5,330 5,330 Revolving line of credit, related party 2,747 - Obligations under secured borrowing arrangement 6,592 6,446 Total current debt $ 22,407 $ 16,331 Senior Notes Payable On October 13, 2021, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional investors as purchasers (the “Investors”). Pursuant to the Securities Purchase Agreement, the Company sold, and the Investors purchased, $ 8,197,674 million (the “Purchase Price”) in principal amount of senior notes (the “Senior Notes”) and warrants (the “Warrants”). The Senior Notes were issued with an original issue discount of 14% The maturity date of the Senior Notes was extended to May 28, 2022, on April 12, 2022. The maturity date of the Senior Notes also may be extended under other circumstances specified therein. Subsequent to the extension, interest accrued from April 13, 2022 at 18% per annum until the Senior Notes are paid in full . The Company is undertaking various initiatives to improve gross margins to become cash flow positive prior to the maturity of the Senior Notes. These initiatives include improving cost of goods sold on certain raw materials. There can be no assurance the Company will be able to successfully implement such initiatives on a timely basis or at all or that it otherwise will meet the conditions required to extend the Senior Notes. If the Company is unable to extend the Senior Notes or elects not to do so, the Company will be required to repay the Senior Notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity. The Warrants are exercisable for five ( 5 ) years to purchase 17,355,700 shares of the Company’s common stock, par value $ 0.001 per share, at an exercise price of $ 0.78 , subject to adjustment under certain circumstances described in the Warrants. The Warrants have a face value of $ 4.4 million which is recorded in Additional Paid-In Capital. In conjunction with the private placement of Senior Notes and Warrants, each of the directors and officers of the Company entered into lock-up agreements, which prohibited sales of the Common Stock until after April 11, 2022, subject to certain exceptions. The issuance of the Senior Notes and Warrants was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as additional paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. November 2020 Convertible Note, Related Party On November 29, 2020, the Company entered into a refinancing agreement with Mr. Ryan Drexler, (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 $ 2.9 2.9 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 certain other indebtedness of the Company held by Prestige Capital Corporation (“Prestige”) and the Senior Notes. For the three months ended March 31, 2022 and 2021, interest expense related to the related party convertible secured promissory note was $ 0.085 0.085 0.085 August 2021 Convertible Note, Related Party On October 15, 2020, the Company entered into a secured revolving promissory note (the “Revolving Note”) with Mr. Ryan Drexler. Under the terms of the Revolving Note, the Company can borrow up to $ 3.0 12% 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 $ 2.5 The August 2021 Convertible Note bears interest at the rate of 12% 0.001 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 60 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 held by Prestige Corporation (“Prestige”) and the Senior Notes. For the three months ended March 31, 2022, interest expense related to the related party convertible secured promissory note was $ 0.122 no no Revolving Line of Credit, Related Party On March 8, 2022, the Company entered into an Unsecured Revolving Promissory Note (the “Note”) with the Mr. Ryan Drexler. Under the terms of the Note, proceeds may be used solely to finance the production of orders from its largest customer or any of its affiliates or subsidiaries. The Note does not contain a cap on borrowings thereunder. However, further advances under the Note are at the discretion of the Lender. Outstanding balances under the Note accrue interest at the rate of 18% The Note is subordinate to the 14% The related party revolving line of credit balance as of March 31, 2022 was $ 2.7 zero For the three months ended March 31, 2022 and 2021 total related party debt was $ 8.1 4.6 For the three months ended March 31, 2022, interest expense related to the revolving line of credit, related party was $ 0.106 Obligations Under 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% 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 On June 14, 2021, Prestige advanced the Company $ 1.0 six 15% 2% On July 26, 2021, Prestige advanced the Company $ 1.0 six 15% 1% 18,750 On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and was extended to May 28 2022 For the three months ended March 31, 2022 and 2021, the Company assigned Prestige accounts with an aggregate face amount of approximately $ 6.3 million and $ 11.4 million, respectively. For the three months ended March 31, 2022 and 2021, the Company made payments to Prestige in the amounts of $ 6.1 million and $ 13.8 million, respectively, in cash. As of March 31, 2022 and December 31, 2021, we had outstanding borrowings of approximately $ 6.6 million and $ 6.4 million, respectively. 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 was 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 On October 25, 2021, the Company received a letter from HSBF indicating the Company’s SBA PPP loan has been forgiven in full by HSBF and was recorded as a $ 964,910 | Note 10 . Debt As of December 31, 2021 and 2020, the Company’s debt consisted of the following (in thousands): Schedule of Debt As of December 31, 2021 2020 Senior notes payable $ 5,035 $ — Refinanced convertible note, related party 5,330 2,872 Revolving line of credit, related party — 743 Obligations under secured borrowing arrangement 6,446 7,098 Notes Payable 210 167 Debt issue costs, net (479) - Paycheck Protection Program Loan — 965 Total Debt $ 17,021 $ 11,845 Less: current portion (17,021 ) (10,881 ) Long term debt $ - $ 964 Senior Notes Payable On October 13, 2021, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional investors as purchasers (the “Investors”). Pursuant to the Securities Purchase Agreement, the Company sold, and the Investors purchased, $ 8,197,674 million (the “Purchase Price”) in principal amount of senior notes (the “Senior Notes”) and warrants (the “Warrants”). The Senior Notes were issued with an original issue discount of 14 The maturity date of the Senior Notes may be extended to May 28, 2022 if no event of default has occurred and is continuing and cash flows from operating and investing activities (but not cash flows from financing activities) of the Company and its subsidiaries was positive for March 2022 and no event of default is reasonably expected to occur on or before April 30, 2022 and the sum of cash flows from operating and investing activities (but not from financing activities) of the Company and its subsidiaries will be positive for April 2022. The maturity date of the Senior Notes also may be extended under other circumstances specified therein. If the maturity date is extended, interest will accrue on and from April 13, 2022 at 18% per annum until the Senior Notes are paid in full. The Warrants are exercisable for five ( 5 ) years to purchase 17,355,700 shares of the Company’s common stock, par value $ 0.001 per share, at an exercise price of $ 0.78 , subject to adjustment under certain circumstances described in the Warrants. The Warrants have a face value of $ 4.4 million which is recorded in Additional Paid-In Capital. In conjunction with the private placement of Senior Notes and Warrants, each of the directors and officers of the Company entered into lock-up agreements, which prohibit sales of the Common Stock until after April 11, 2022, subject to certain exceptions. The issuance of the Senior Notes and Warrants was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as additional paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. November 2020 Convertible Note, Related Party On November 29, 2020, the Company entered into a refinancing agreement with Mr. Ryan Drexler, (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 $ 2.9 2.9 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 certain other indebtedness of the Company held by Prestige Capital Corporation (“Prestige”) and the Senior Notes. For the years ended December 31, 2021 and 2020, interest expense related to the related party convertible secured promissory notes was $ 0.5 0.3 0.466 0.031 Revolving Line of Credit, Related Party On October 15, 2020, the Company entered into a secured revolving promissory note (the “Revolving Note”) with Mr. Ryan Drexler. Under the terms of the Revolving Note, the Company can borrow up to $ 3.0 12 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 $ 2.5 million, replacing the Revolving Note. 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 60 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 held by Prestige Corporation (“Prestige”) and the Senior Notes. The related party revolving line of credit balance of December 31, 2021 was zero 0.7 For the years ended December 31, 2021 and 2020, total related party debt was $ 5.3 million and $ 6.9 million, respectively. Obligations Under 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 $ 1.0 six 15 2 On July 26, 2021, Prestige advanced the Company $ 1.0 six 15 1 18,750 On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and may be extended as discussed above. For the years ended December 31, 2021 and 2020, the Company assigned Prestige accounts with an aggregate face amount of approximately $ 49.7 million and $ 58.0 million, respectively, for which Prestige paid to the Company approximately $ 49.1 million and $ 46.4 million, respectively, in cash. During the years ended December 31, 2021 and 2020, $ 49.7 million and $ 43.7 million, respectively, was repaid to Prestige, including fees and interest. As of December 31, 2021 and 2020, we had outstanding borrowings of approximately $ 6.4 and $ 7.1 million, respectively. 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 was expected to mature on May 16, 2025 On October 25, 2021, the Company received a letter from HSBF indicating the Company’s SBA PPP loan has been forgiven in full by HSBF and was recorded as a $ 964,910 |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | Note 11. Warrants In conjunction with the Securities Purchase Agreement (SPA), the Company issued 17,355,700 to the senior note holders. The warrants entitle the holder to purchase one share of the Company’s common stock at an exercise price equal to $ .78 per share at any time on or after October 13, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on October 13, 2026 the “Termination Date”). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the debt instruments. Management also determined that the warrants are puttable for cash upon a fundamental transaction at the option of the holder and as such required classification as equity pursuant to ASC 470. In accordance with the accounting guidance, the outstanding warrants are recognized as equity on the balance sheet. The proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants, and of the warrants themselves at time of issuance. The allocation of the portion of the value resulted in a discount of the debt instrument. The fair value of the warrants were measured using the Black Scholes option pricing model. The assumptions used to measure the fair value of the warrant as of its issuance date were as follows: Schedule of Fair Value Measurement Warrant Inputs Warrants Granted 17,355,700 Stock Price $ 0.65 Exercise Price $ 0.78 Term, expected life of options in years 30.00 Volatility 322.8 % Annual Rate of Quarterly Dividends 0.00 % Risk Free Interest Rate 0.515 % |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 8. Commitments and Contingencies 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 December 31, 2021, the Company was involved in the following material legal proceedings described below: 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 93,000 The Company and its Chief Executive Officer have been named as defendants in a new lawsuit filed on February 8, 2022 by White Winston Select Asset Funds, LLC and White Winston Select Asset Fund Series Fund MP-18, LLC (collectively, “White Winston”) in the Superior Court of Suffolk County Massachusetts. White Winston is bringing claims alleging unfair trade practices, abuse of process, malicious prosecution, breach of duty of loyalty and, in the alternative, for breach of the settlement agreement relating to the prior action filed by White Winston in Nevada. The Company has not yet responded to complaint and at this time cannot reasonably estimate any loss that may arise from this matter. Bakery Barn, LLC v. MusclePharm Corporation On January 24, 2022, Bakery Barn (“Bakery Barn”) filed suit against Company in Allegheny County, Pennsylvania court. Company received the Complaint on February 16, 2022. Bakery Barn alleges that the Company owes Bakery Barn over $ 1.9 77,800 42,400 1,816,017 On February 24, 2022, Flaherty Fardo Rogel & Amick, LLC (“Company Counsel”) filed a Praecipe for Appearance on behalf of the Company. On February 28, 2022, Company Counsel filed Preliminary Objections to Complaint and Brief In Support Thereof. Bakery Barn filed an Amended Complaint in Civil Action on March 14, 2022. Company Counsel is in the process of filing Preliminary Objections to this Amended Complaint. The Company intends to continue to vigorously litigate the matter. Bar Bakers, LLC v. CFC/Flavor Producers, LLC. Vs MusclePharm On March 18, 2022, the Company retained Barnes & Thornburg to represent it in connection with a Cross-Complaint filed in the Superior Court of California, County of Orange, Case No. 30-2019-01073098-CU-BC-CJC in the matter Bar Bakers LLC v. Creative Flavor Concepts, Inc. et al.. According to the pleadings, the matter arises from an agreement between the plaintiffs and defendants in which the plaintiff agreed to manufacturer energy bars and sell them to the defendants. The defendants then sold the energy bars to various retailers, including the Company. On May 29, 2019, the plaintiff sued the defendants alleging that the defendants were responsible for unpaid invoices – nine for bars manufactured and delivered to the Company and one invoice for raw materials. According to the pleadings, the unpaid invoices total $ 885,163.72 . The invoice for the raw materials is allegedly $ 4,658,593.02 . On January 31, 2022, one of the defendants, Flavor Producers LLC, filed and served a cross claim against the Company alleging that it was partially responsible for any damages that may befall on it. Specifically, Flavor Producers is asking the Court to award it $ 389,989.60 in compensatory damages. On March 25, 2022, the Company filed an answer to that cross claim denying the factual allegations and Flavor Producers’ assertion that it is entitled to any damages, including but not limited to, compensatory damages. 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 0.6 0.25 0.35 12,500 2,500 0.3 1.9 As of March 31, 2022, the total amount accrued, including interest, was $ 1.9 0.022 0.022 On May 4, 2022, the Arizona Supreme Court denied the Company’s petition for review of the decision of the appellate court and granted ThermoLife’s request for attorney’s fees. SK Laboratories On February 3, 2022, MusclePharm sued SK Laboratories in Washoe County (Nevada) District Court. According to the complaint, MusclePharm alleges SK Laboratories (1) breach its contract, (1) breach an implied covenant of good faith and fair dealing, and (3) unjustly enriched itself by artificially inflating its costs and passing those costs onto MusclePharm in breach of its agreement, as well as failing to provide product that complied with Japanese import regulations. There has not been substantial activity in this case given its early stage. On May 3, 2022, SK Laboratories sued MusclePharm and Ryan Drexler in Los Angeles County Superior Court. In its lawsuit, it is alleging (1) breach of contract, (2) breach of personal guaranty, (3) fraud, (4) unfair business practices, (5) intentional interference with prospective economic advantage, (6) negligent interference with prospective economic advantage, and (7) common count on book account claim. According to the Complaint, SK Laboratories was a contract manufacturer for MusclePharm for approximately nine years manufacturing “a variety of nutritional supplement products.” Further, according to the complaint, SK Laboratories alleges that MusclePharm has defaulted on payments due on purchase orders totaling approximately $ 4,608,980.12 500,000 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 1.0 1.0 1.0 0.3 During the three months ended March 31, 2022 and 2021, the Company recorded a charge of $0.018 million and $0.018 million, respectively. This charge, representing imputed interest, is included in “Interest expense” in the Company’s consolidated statements of operations. 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) $ 1.5 1.8 2.1 2.1 1.4 0.7 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 As of March 31, 2022, the Company determined that approximately $ 0.998 0.250 0.303 0.189 On September 23, 2021, the Company entered into an Amendment to a Settlement Agreement that was originally entered into on September 25, 2020. Pursuant to the Amended Agreement, the Company is no longer obligated to issue Purchase Orders to Nutrablend as stated in the Settlement Agreement, which, as stated in the Form 8-K dated September 25, 2020, consisted of at least (i) $ 1.5 1.8 2.0 2.1 1.4 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 70,000 100,000 18% The Company determined that approximately $ 1.1 1.6 0.3 0.2 The table below summarizes accrued expenses and interest expense incurred in for the three months ended March 31, 2022 and 2021 (in thousands): Schedule of Accrued Expenses and Interest Expense Cases Accrued Amount as of March 31, 2022 Accrued Amount as of December 31, 2021 Interest Expense for Period Ending March 31, 2022 Interest Expense for Period Ending March 31, 2021 Manchester City Football Group $ 730 $ 730 $ (18 ) $ (18 ) Nutrablend Matter 1,248 1,493 (55 ) (64 ) 4Excelsior Matter 2,715 2,938 (77 ) (98 ) ThermoLife International 1,364 1,364 (22 ) (22 ) Total $ 6,057 $ 6,525 $ (172 ) $ (202 ) | Note 12. Commitments and Contingencies 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 December 31, 2021, the Company was involved in the following material legal proceedings described below: 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 1.0 1.0 1.0 0.3 During the years ended December 31, 2021 and 2020, the Company recorded a charge of $ 75,000 75,000 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) $ 1.5 1.8 2.1 2.1 1.4 0.7 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 As of December 31, 2021, the Company determined that approximately $ 0.991 million of the owed amount was due within a year, and this amount was recorded in “Accrued and other liabilities” in the consolidated balance sheets. The present value of the remaining Owed Amount that was due after a year was $ 0.502 , and the amount was recorded in “Other long-term liabilities” in the consolidated balance sheets. The Company made payments of $ 1.1 On September 23, 2021, the Company entered into an Amendment to a Settlement Agreement that was originally entered into on September 25, 2020. Pursuant to the Amended Agreement, the Company is no longer obligated to issue Purchase Orders to Nutrablend as stated in the Settlement Agreement, which, as stated in the Form 8-K dated September 25, 2020, consisted of at least (i) $ 1.5 1.8 2.0 2.1 1.4 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 70,000 100,000 18 The Company determined that approximately $ 1.1 million of the Settlement Amount was due within a year, and this amount was recorded in “Accrued and other liabilities” in the consolidated balance sheets. The present value of the remaining Settlement Amount that was due after a year was $ 1.8 million, and the amount was recorded in “Other long-term liabilities” in the consolidated balance sheets. The Company made payments of $ 1.1 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 0.6 0.6 0.25 0.35 12,500 0.3 1.9 As of December 31, 2021, the total amount accrued, including interest, was $ 1.9 0.6 0.6 0.25 0.35 12,500 For the years ended December 31, 2021 and 2020, interest expense recognized on the awarded damages was $ 96,815 89,000 1.4 The Company intends to continue to vigorously pursue its defenses on appeal with the Arizona Supreme Court. 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 93,000 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 29, 2021, an IRS Appeals Officer confirmed that the tax matter had exceeded the applicable statute of limitations and was deemed closed from any further assessment by the IRS. 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. The trial was scheduled for February 7, 2022 but was ultimately settled in mediation. There are no amounts accrued related to this matter. The Company engaged in mediation with all parties to Estalella’s lawsuit on November 2, 2021. Following mediation, on November 3, 2021, the Company approved a global settlement with the parties to Mr. Estalella’s lawsuit. The parties are currently in the process of negotiating, finalizing, and executing the settlement agreement. This settlement agreement, upon finalization by the parties and dismissal of the litigation by the Court, will constitute a full and final settlement of Mr. Estalella’s claims against all parties to the litigation, including the Company, as well as of the Company’s claims against the two valuation firms. This matter is now closed. The table below summarizes accrued expenses and interest expense incurred in 2021 and 2020 (in thousands): Schedule of Accrued Expenses and Interest Expense Cases 2021 Accrued 2020 Accrued 2021 Interest Expense 2020 Interest Expense Manchester City Football Group (1) $ 730 $ 730 $ (75 ) $ (75 ) Nutrablend Matter (3) 1,493 2,318 (267 ) (66 ) 4Excelsior Matter (3) 2,938 3,597 (421 ) (16 ) ThermoLife International (2) 1,364 1,364 (97 ) (89 ) Total $ 6,525 $ 8,009 $ (860 ) $ (246 ) (1) Accrued amount on balance sheet is located in accounts payable. (2) Accrued amount on balance sheet is located in accrued expenses. (3) Accrued amount on balance sheet takes into account short term and long term liability accounts. |
Stockholders_ Deficit
Stockholders’ Deficit | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 13. Stockholders’ Deficit Common Stock The Company had the following issuances of common stock during the year ended December 31, 2021 (in thousands, except share and per share data): Schedule of Common Stock Transaction Type Quantity (Shares) Valuation Range of Value Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors 280,916 $ 609 $ .40 1.60 Total 280,916 $ 609 $ .40 1.60 Treasury Stock During the years ended December 31, 2021 and 2020, the Company did not repurchase any shares of its common stock and held 875,621 shares in treasury as of December 31, 2021 and 2020. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | Note 9. Stock-Based Compensation The Company’s stock-based compensation for the three months ended March 31, 2022 and 2021 consisted primarily of stock option awards, and there was no activity other than vesting for the three months ended March 31, 2022. For the three months ended March 31, 2022, the Company recorded approximately $ 0.4 | Note 14. Stock-Based Compensation The Company’s stock-based compensation for the years ended December 31, 2021 and 2020 consisted primarily of stock options and restricted stock awards. Stock Incentive Plans 2021 Omnibus Equity Incentive Plan On December 22, 2021, the Board of Directors adopted the 2021 Omnibus Equity Incentive Plan (the “2021 Plan”) and the issuance of an option to purchase 1,811,000 0.40 The option vested 50% upon issuance and the remaining (50%) in five (5) equal monthly installments commencing on December 4, 2021 and becoming fully vested on April 4, 2022. Ms. Rizvi’s acceptance of the option and the option granted thereunder waived any right to receive a two percent (2%) transaction bonus upon a sale of the Company pursuant to that certain offer letter by and between the Company and Ms. Rizvi dated April 1, 2021. 2015 Incentive Compensation Plan In 2015, the Board adopted the MusclePharm Corporation 2015 Incentive Compensation Plan (the “2015 Plan”). The 2015 Plan provides for the issuance of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, restricted stock units, dividend equivalent rights, and other cash- and stock-based awards to employees, consultants and directors of the Company or its subsidiaries. The 2015 Plan is administered by the Board, unless the Board elects to delegate administration responsibilities to a committee (either of the foregoing, or their authorized delegates, the “plan administrator”), and will continue in effect until terminated. The 2015 Plan may be amended, modified or terminated, subject to stockholder approval to the extent necessary to comply with applicable law or to the extent an amendment increases the number of shares available under the 2015 Plan or permits the extension of the exercise period for an stock option or stock appreciation right beyond ten years from the date of grant, and, with respect to outstanding awards, subject to the consent of the holder thereof if the amendment, modification or termination materially and adversely affects such holder. The total number of shares that may be issued under the 2015 Plan cannot exceed 2,000,000 , subject to adjustment in the event of certain changes in the capital structure of the Company. As of December 31, 2021 and 2020, there were 576,494 shares and 576,494 remaining shares available for issuance under the 2015 Plan. The plan administrator determines the individuals who are issued awards and the terms and conditions of the awards, including vesting terms and conditions. The plan administrator also determines the methods by which the exercise price of stock options may be paid, which may include a combination of cash or check, shares, a promissory note or other property, and the methods by which shares are delivered. Under the 2015 Plan, in any calendar year, the maximum number of shares with respect to which awards may be granted to any one participant during the year is 350,000 1.5 Restricted Stock The restricted stock awards granted to employees, executives and board members during the years ended December 31, 2021 and 2020 were as follows (in thousands): Schedule of Restricted Stock Awards Granted to Employees, Executives and Board Members Unvested Restricted Stock Awards Number of Shares Weighted Average Grant Date Fair Value Unvested balance - December 31, 2019 (690,132 ) $ 1.05 Granted - $ - Vested 568,280 $ 0.42 Forfeited (121,852 ) $ 0.42 Unvested balance - December 31, 2020 - $ - Granted 50,000 $ 1.08 Vested - $ - Forfeited (50,000 ) $ 1.08 Unvested balance - December 31, 2021 - $ - There were 50,000 no As of December 31, 2021, there was no For the year ended December 31, 2020, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Schedule of Restricted Stock Awards Activity Transaction Type Quantity (Shares) Valuation Range of Value Stock issued for advertising services 226,722 $ 204 $ 0.90 Restricted stock forfeited by directors (121,850 ) (51 ) 0.42 Total 104,872 $ 153 $ 0.42 0.90 Stock Options The Company may grant options to purchase shares of the Company’s common stock to certain employees and directors pursuant to the 2021 Omnibus Equity Incentive Plan or the 2015 Plan. Under both plans, all stock options are granted with an exercise price equal to or greater than the fair market value of a share of the Company’s common stock on the date of grant. No stock option may be exercisable more than ten years after the date it is granted. 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 shares of the Company’s common stock at a price per share of $ 1.12 . These options will vest in two equal tranches upon the achievement of certain net revenue milestones related to the Company’s energy beverage products. The estimated fair value of this grant is $ 1.11 and was determined by using the Black-Scholes option pricing model with an average term of 7.5 years; annual volatility rate of 205 %; discount rate of 1.34 %; and 0 % for dividend rate. The fair value of option is recognized over the requisite vesting period which is deemed to be equal to the term of the security. On July 26, 2021, the Company entered into a Modification Agreement (the “Modification”) with Prestige Capital Finance, LLC (“Prestige”), providing a second over-advance from the purchase and sale agreement dated January 2016. The over-advance provided $2 million of funding to the Company, to be repaid within the earlier of six months from the date of the agreement, or when the Company arranges additional funding. In connection with the Modification, the Company granted options to Prestige to purchase 18,750 On August 12, 2021, the Company entered into an Agreement (the “Agreement”) with T.J. Dillashaw (“Dillashaw”), pursuant to which the Company has engaged Dillashaw on a non-exclusive basis to promote the Company’s energy beverage product line. In connection with entry into the Agreement, the Company issued to Dillashaw an option to purchase 50,000 78,000 one 206 1.34 0 On October 28, 2021, the Company entered into an Agreement (the “Agreement”) with Jason May (“May”), pursuant to which the Company has engaged May 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 May an option to purchase 1,673,994 0.70 2 7.5 208 1.44 0 On December 21, 2021, as discussed above, the Company entered an agreement under the 2021 Plan with Sabina Rizvi, President and Chief Financial Officer of the Company to issue an option to purchase 1,811,000 0.40 721,000 7 208 1.39 0 For the years ended December 31, 2021 and 2020, the Company recorded approximately $ 653,000 144,000 Stock Options Summary Table The following table describes the total options outstanding, granted, exercised, expired and forfeited as of and during the years ended December 31, 2021 and 2020, as well as the total options exercisable as of December 31, 2021. Summary of Stock Options Outstanding, Granted, Exercised, Expired and Forfeited Options Outstanding Weighted Average Exercise Price Per Share Weighted Average Fair Value of Options Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Issued and outstanding as of December 31, 2019 171,703 $ 1.89 2 $ 6.17 $ — Granted — — — — — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2020 171,703 $ 1.89 $ 1.72 $ 6.17 $ — Granted 5,227,738 0.74 0.74 4.19 — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2021 5,399,441 $ 0.74 $ 0.74 $ 4.19 — Exercisable as of December 31, 2021 — — — — — |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 15. Defined Contribution Plan The Company established a 401(k) Plan (the “401(k) Plan”) for eligible employees of the Company. Generally, all employees of the Company who are at least twenty-one years of age and who have completed six months of service are eligible to participate in the 401(k) Plan. The 401(k) Plan is a defined contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, in the form of voluntary payroll deductions. The Company may make discretionary matching contributions. For each of the years ended December 31, 2021 and 2020, the Company’s matching contributions were approximately $ 55,000 87,000 |
Net Income (Loss) per Share
Net Income (Loss) per Share | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Income (Loss) per Share | Note 10. Net Income (Loss) per Share The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the years presented (in thousands, except share and per share data): Schedule of Basic and Diluted Net Income (loss) Per Share For the Three Months Ended March 31, 2022 2021 Net Income (loss) $ (6,301 ) $ 94 Weighted average common shares used in computing net income (loss) per share, basic 33,386,200 33,119,549 Potentially diluted securities — 12,373,071 Weighted average common shares used in computing net income (loss) per share, diluted 33,386,200 45,492,620 Net income (loss) per share, basic $ (0.19 ) $ 0.00 Net income (loss) per share, diluted $ (0.19 ) $ 0.00 Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per share is computed by dividing net income (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. As of March 31, 2022, there were fully vested stock options of 1,651,884 The following securities were excluded from the computations of the diluted net income (loss) per share, for the three months ended March 31, 2022 and 2021 as the effect of the securities would be anti-dilutive: Schedule of Outstanding Potentially Dilutive Securities As of March 31, 2022 2021 Stock options 5,399,441 171,703 Warrants 17,355,700 - Convertible notes 16,154,795 12,373,071 Total common stock equivalents 38,909,936 12,544,774 The average exercise price of the stock options and warrants as of March 31, 2022 is $ 0.78 . | Note 16. Net Income (Loss) per Share The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the years presented (in thousands, except share and per share data): Schedule of Basic and Diluted Net Income (loss) Per Share 2021 2020 For the Years Ended December 31, 2021 2020 Net Income (loss) $ (12,866 ) $ 3,185 Weighted average common shares used in computing net income (loss) per share, basic 33,386,200 32,812,462 Potentially diluted securities — 8,359,999 Weighted average common shares used in computing net income (loss) per share, diluted 33,386,200 41,172,461 Net income (loss) per share, basic $ (0.39 ) $ 0.10 Net income (loss) per share, diluted $ (0.39 ) $ 0.08 Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per share is computed by dividing net income (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. The Company reported a net income for the year ended December 31, 2020. For the year ended December 31, 2021, the Company incurred a net loss, in which 16,154,795 potentially dilutive securities related to Mr. Drexler’s convertible notes outstanding were excluded in the computation for the diluted net income per share for the year ended December 31, 2021, but included in the computation for the year ended December 31, 2020. The following securities were excluded from the computations of the diluted net income (loss) per share, for the year ended December 31, 2021 and 2020 as the effect of the securities would be anti-dilutive: Schedule of Outstanding Potentially Dilutive Securities 2021 2020 Stock options 5,399,441 $ 171,703 Warrants 17,355,700 - Convertible notes 16,154,795 - Total common stock equivalents 38,909,936 $ 171,703 The average exercise price of the stock options and warrants as of December 31, 2021 is $ 0.80 0.78 |
Income Taxes
Income Taxes | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | Note 11. Income Taxes The Company’s tax expense for the three months ended March 31, 2022 and 2021 was zero. 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 March 31, 2022. | Note 17. Income Taxes The components of income (loss) before provision for income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): Schedule of Components of Income (Loss) Before Provision for Income Taxes 2021 2020 For the Years Ended December 31, 2021 2020 Domestic $ (12,874 ) $ 3,160 Foreign — 6 Income (loss) before provision for income taxes $ (12,874 ) $ 3,166 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. The Company has federal net operating loss carryforwards of $ 49.2 million and $ 42 million as of December 31, 2021 and 2020, respectively, of which $ 14.2 million will expire between 2031 and 2038 and $ 35 million can be carried forward indefinitely. The Company has estimated state net operating loss carryforwards of $ 41 million and $ 32 million as of December 31, 2021 and 2020, respectively, most of which will expire between 2026 and 2040. Utilization of the Company’s federal and certain state net operating losses is subject to limitation due to the ownership change limitations provided by the Internal Revenue Code Sec. 382 and similar state provisions. Such an annual limitation results in the expiration of the net operating loss carryforwards before utilization. The Company believes that utilization of its federal and certain state net operating losses is substantially limited as a result of the conversion of Mr. Drexler’s convertible note in September 2019. Accordingly, for financial reporting purposes, the Company has recorded a significant decrease in the federal and net operating loss carryforwards for the year ended December 31, 2020. The valuation allowance as of December 31, 2021 and 2020 was $ 16.3 million and $ 13.6 million, respectively. The net change in valuation allowance for the year ended December 31, 2021 was a n increase of $ 2.8 million and for the year ended December 31, 2020 was a decrease of $ 18.7 million. 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 December 31, 2021 and 2020. The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2021 and 2020, are as follows (in thousands): Schedule of Portions of Deferred Tax Assets 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards 12,988 10,656 Stock compensation $ 433 $ 290 Other 2,891 2,606 Gross deferred tax assets $ 16,312 $ 13,552 Valuation allowance (16,312 ) (13,552 ) Net deferred tax assets $ - $ - The income tax benefit for the years ended December 31, 2021 and 2020 included the following (in thousands): Schedule of Income Tax (Benefit) Provision 2021 2020 For the Years Ended December 31, 2021 2020 Current income tax benefit: Federal $ - $ - State (8 ) (19 ) Foreign — 10 Current income tax expense (8 ) (9 ) Deferred income tax benefit: Federal — — State — — Foreign — — Deferred income tax provision — — Benefit for income taxes, net $ (8 ) $ (9 ) The income tax benefit differs from those computed using the statutory federal tax rate of 21% due to the following (in thousands): Schedule of Income Tax (Benefit) Provision Differs from Those Computed Using the Statutory Federal Tax Rate 2021 2020 For the Years Ended December 31, 2021 2020 Expected provision at statutory federal rate $ 2,700 $ 665 State tax — net of federal benefit (6 ) 18 Foreign income/losses taxed at different rates — 9 Other 200 (38 ) Change in valuation allowance (2,902 ) (663 ) Income tax benefit $ (8 ) $ (9 ) A reconciliation of the beginning and ending amount of unrecognized tax benefits (“UTB’s”) is as follows (in thousands): Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits 2021 2020 For the Years Ended December 31, 2021 2020 Gross UTB’s, beginning balance $ — $ 128 Reductions for tax positions taken in a prior year — (128 ) Gross UTB’s, ending balance — — The Company’s policy is to recognize interest and penalties related to uncertain tax benefits in its provision for income taxes. As of December 31, 2021 and 2020, the Company has not recorded a liability for potential interest or penalties. The Company also does not expect its unrecognized tax benefits to change significantly over the next 12 months. The Company is subject to taxation in the U.S., as well as various state and foreign jurisdictions. As of December 31, 2021, the Company’s statute is open from 2018, 2017 and 2016 forward for federal, state and foreign tax purposes, respectively. However, years prior to 2016 could still be considered open for adjustments to net operating loss carryforwards. On March 27, 2020, President Trump signed into law the CARES Act. Among the changes to the U.S. federal income tax, the CARES Act restored net operating loss carryback rules that were eliminated by 2017 Tax Cuts and Jobs Act, modified the limit on the deduction for net interest expense and accelerated the timeframe for refunds of AMT credits. Based on an analysis of the impact of the CARES Act, the Company has not identified any overall material effect on the 2021 and 2020 tax liabilities. |
Segment Information and Geograp
Segment Information and Geographic Data | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Segment Information and Geographic Data | Note 12. Segment Information and Geographic Data Historically, 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 has had a single reporting segment and operating unit structure. During the third quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, at which time, the CODM commenced reviewing financial information on a disaggregated basis with the functional energy drink business separate from base business of protein products. During 2021, revenues for the functional energy drink segment were not material, but it is anticipated to become a more significant segment of the Company’s business going forward. (All amounts below are in thousands): Schedule of Significant Segment Business Going Forward 2022 2021 Three Months Ended March 31, 2022 2021 Revenue, net Protein products $ 12,000 $ 13,121 Energy drinks 1,101 — Total revenue, net $ 13,101 $ 13,121 Schedule of Business Revenue and Profits Three Months Ended March 31, 2022 Revenue Cost of Revenue Gross Profit Protein products $ 12,000 $ 10,875 $ 1,125 Energy drinks 1,101 717 384 Total $ 13,101 $ 11,592 $ 1,509 As the Company’s products are made through contract manufacturers’, there were no capital expenditures related to either segment during the three months ended March 31, 2022 and 2021. Energy segment assets were not material as of March 31, 2022. All of the Company’s assets are located in the United States. Geographic Information: Revenue, classified by the major geographic areas in which our customers are located is as follows: Schedule of Revenue, Major Geographical Areas 2022 2021 Three Months Ended March 31, 2022 2021 United States 94 % 71 % Other Countries 6 % 29 % Total revenue 100 % 100 % No other country accounted for more than 5 Schedule of Revenue, Net by Geographic Area 2022 2021 Three Months Ended March 31, 2022 2021 Revenue, net Protein products United States $ 11,297 $ 9,274 International 703 3,847 Total Protein Products $ 12,000 $ 13,121 Energy drinks United States 1,070 - International 31 - Total energy drinks $ 1,101 $ - Total revenue, net $ 13,101 $ 13,121 | Note 18. Segment Information and Geographic Data Historically, 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 has had a single reporting segment and operating unit structure. During the third quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, at which time, the CODM commenced reviewing financial information on a disaggregated basis with the functional energy drink business separate from base business of protein products. During 2021, revenues for the functional energy drink segment was not material, but it is anticipated to become a more significant segment of the Company’s business going forward. (All amounts below are in thousands); Schedule of Significant Segment Business Going Forward For the Years Ended December 31, 2021 2020 Revenue, net Protein products $ 49,468 $ 64,440 Energy drinks 574 — Total revenue, net $ 50,042 $ 64,440 Schedule of Business Revenue and Profits For the Year Ended December 31, 2021 Revenue Cost of Revenue Gross Profit Protein products $ 49,468 $ 44,354 $ 5,114 Energy drinks 574 317 257 Total $ 50,042 $ 44,671 $ 5,371 As the Company’s products are made through contract manufacturers’, there were no capital expenditures related to either segment during the years ended December 31, 2021 or 2020. The Company sold products through their distribution channels to over 20 countries during the years ended December 31, 2021 and 2020. All of the Company’s assets are located in the United States. Geographic Information: Revenue, classified by the major geographic areas in which our customers are located is as follows: Schedule of Revenue, Major Geographical Areas For the Years Ended December 31, 2021 2020 United States 70 % 72 % Other Countries 30 % 28 % Total revenue 100 % 100 % (a) No other country accounted for more than 5 Schedule of Revenue, Net by Geographic Area For the Years Ended December 31, 2021 2020 Revenue, net Protein products United States $ 34,702 $ 46,578 International 14,766 17,862 Total Protein Products $ 49,468 $ 64,440 Energy drinks United States 107 - International 467 - Total energy drinks $ 574 $ - Total revenue, net $ 50,042 $ 64,440 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events Related Party Financing On March 8, 2022, the Company entered into an Unsecured Revolving Promissory Note (the “Note”) with the Chairman of the Board and Chief Executive Officer of the Company (the “Lender”). The Company expects to initially borrow approximately $ 3 18 The Note is subordinate to the 14 Bakery Barn, LLC v. MusclePharm Corporation On January 24, 2022, Bakery Barn (“Bakery Barn”) filed suit against Company in Allegheny County, Pennsylvania court. Company received the Complaint on February 16, 2022. Bakery Barn alleges that the Company owes Bakery Barn over $ 1.9 77,800 42,400 1,816,017 On February 24, 2022, Flaherty Fardo Rogel & Amick, LLC (“Company Counsel”) filed a Praecipe for Appearance on behalf of the Company. On February 28, 2022, Company Counsel filed Preliminary Objections to Complaint and Brief In Support Thereof. Bakery Barn filed an Amended Complaint in Civil Action on March 14, 2022. Company Counsel is in the process of filing Preliminary Objections to this Amended Complaint. The Company intends to continue to vigorously litigate the matter. Bar Bakers, LLC v. CFC/Flavor Producers, LLC. Vs MusclePharm On March 18, 2022, the Company retained Barnes & Thornburg to represent it in connection with a Cross-Complaint filed Superior Court of California, County of Orange, Case No. 30-2019-01073098-CU-BC-CJC in the matter Bar Bakers LLC v. Creative Flavor Concepts, Inc. et al.. According to the pleadings, the matter arises from an agreement between the plaintiffs and defendants in which the plaintiff agreed to manufacturer energy bars and sell them to the defendants. The defendants then sold the energy bars to various retailers, including the Company. On May 29, 2019, the plaintiff sued the defendants alleging that the defendants were responsible for unpaid invoices – nine for bars actually manufactured and delivered to the Company and one invoice for raw materials. According to the pleadings, the unpaid invoices total $ 885,163.72 4,658,593.02 389,989.60 White Winston Select Asset Fund Series MP-18, LLC et al., v MusclePharm Corp., et al., (Mass. Super. Ct.) The Company and its Chief Executive Officer have been named as defendants in a new lawsuit filed on February 8, 2022 by White Winston Select Asset Funds, LLC and White Winston Select Asset Fund Series Fund MP-18, LLC (collectively, “White Winston”) in the Superior Court of Suffolk County Massachusetts. White Winston is bringing claims alleging unfair trade practices, abuse of process, malicious prosecution, breach of duty of loyalty and, in the alternative, for breach of the settlement agreement relating to the prior action filed by White Winston in Nevada. The Company has not yet responded to complaint and at this time cannot reasonably estimate any loss that may arise from this matter. Senior Notes Payable On April 12, 2022, the maturity date of the Senior Notes was extended to May 28, 2022 as no event of default has occurred and the Company’s cash flows from operating and investing activities (but not cash flows from financing activities) was positive for March 2022 and no event of default is reasonably expected to occur on or before April 30, 2022 and the sum of cash flows from operating and investing activities (but not from financing activities) of the Company and its subsidiaries will be positive for April 2022. |
Other Long -Term Liabilities
Other Long -Term Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long -Term Liabilities | Note 6. Other Long -Term Liabilities As of March 31, 2022 and December 31, 2021 the Company’s other long-term liabilities consisted of the following (in thousands): Schedule of Other Long-Term Liabilities As of March 31, 2022 As of December 31, 2021 Settlements — long term (Nutrablend and 4Excelsior) $ 1,861 $ 2,326 Total other long term liabilities $ 1,861 $ 2,326 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 March 31, 2022, results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022. 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 as amended for the year ended December 31, 2021, filed with the SEC on May 4, 2022. | Basis of Presentation and Principles of Consolidation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for financial information and with the instructions to Form 10-K and Regulation S-X. 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. |
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, the calculation of the Company’s effective tax rate and deferred tax assets, valuation of stock based compensation, warrants, likelihood and range of possible losses on contingencies and present value of lease liabilities. Actual results could differ from those 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, the calculation of the Company’s effective tax rate and deferred tax assets, valuation of stock based compensation, warrants, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies and present value of lease liabilities. Actual results could differ from those estimates. |
Cash | Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2021 and 2020, the Company had no | |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any sales discounts and allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of “General and administrative” expenses in the consolidated statements of operations. The Company reserves the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts, and an accrual is made for discounts earned but not yet utilized at each period end. The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2021 and 2020 (in thousands): Schedule of Accounts Receivable As of December 31, 2021 2020 Accounts receivable $ 7,028 $ 10,895 Less: allowance for discounts and returns (235 ) (2,525 ) Less: allowance for doubtful accounts (405 ) (882 ) Accounts receivable, net $ 6,388 $ 7,488 The allowance for discounts and returns consisted of the following activity for the years ended December 31, 2021 and 2020 (in thousands): Schedule of Allowance for Discount and Return 2021 2020 As of December 31, 2021 2020 Allowance for discounts and returns, beginning balance $ 2,525 $ 2,901 Charges against revenues 9,259 17,703 Utilization of Reserve (11,549 ) (18,079 ) Allowance for discounts and returns, ending balance $ 235 $ 2,525 | |
Revenue Recognition | Revenue Recognition Revenue is recognized when control of the promised goods is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. a. Nature of Goods The Company sells a variety of protein products and energy drinks through a broad distribution platform that includes supermarkets, mass merchandisers, wholesale clubs, drugstores, convenience stores, home stores, specialty stores and websites and other e-commerce channels, all of which sell products to consumers. b. When Performance Obligations are Satisfied For performance obligations related to the shipping and invoicing of products, control transfers at the point in time upon which finished goods are delivered to the Company’s customers or when finished goods are picked up by a customer or a customer’s carrier, depending on shipping terms. Once a product has been delivered or picked up by the customer, the customer is able to direct the use of, and obtain substantially all of the remaining benefits from, the asset. The Company considers control to have transferred upon delivery or customer receipt because the Company has an enforceable right to payment at that time, the customer has legal title to the asset, the Company has transferred physical possession of the asset, and the customer has significant risk and rewards of ownership of the asset. c. Variable Consideration The Company conducts extensive promotional activities with its largest customer, primarily through the use of off-list discounts, coupons, cooperative advertising, periodic price reduction arrangements, and end-aisle and other in-store displays. The costs of such activities are netted against sales and are recorded over the calendar year, in proportion to sales recorded during that calendar year. The reserves for sales returns and consumer and trade promotion liabilities are established based on the Company’s best estimate of the amounts necessary to settle future and existing obligations for products sold as of the balance sheet date. To determine the appropriate timing of recognition of consideration payable to a customer, all consideration payable to customers is reflected in the transaction price at inception and reassessed routinely. d. Practical Expedients The Company expenses incremental direct costs of obtaining a contract (broker commissions) when the related sale takes place, since the amortization period of the commissions paid for the sale of products is less than a year. These costs are recorded in “Selling and promotion” expenses in the accompanying consolidated statements of operations. The Company accounts for shipping and handling costs as fulfillment activities which are therefore recognized upon shipment of the goods. Shipping and handling costs related to inbound purchases of raw material and finished goods are included in cost of revenues in the consolidated statements of operations and capitalized into the value of inventory on the balance sheet. For the years ended December 31, 2021 and 2020, the Company incurred $ 1.8 1.3 3.1 2.5 The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes. During the years ended December 31, 2021 and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 9.3 17.7 16 22 | |
Disaggregation of Revenue | Disaggregation of Revenue The following shows the disaggregation of revenue by distribution channel for the three months ended March 31, 2022 and 2021 (in thousands). Schedule of Disaggregation of Revenue For the Three Months Ended March 31, 2022 % of Total 2021 % of Total Distribution Channel Specialty $ 3,383 26 % $ 6,795 52 % International 733 6 % 3,847 29 % FDM 8,985 68 % 2,479 19 % Total $ 13,101 100 % $ 13,121 100 % | Disaggregation of Revenue The following shows the disaggregation of revenue by distribution channel for the years ended December 31, 2021 and 2020 (in thousands). Schedule of Disaggregation of Revenue For the Years Ended December 31, 2021 % of Total 2020 % of Total Distribution Channel Specialty $ 20,144 40 % $ 26,643 41 % International $ 15,233 30 % $ 17,862 28 % FDM $ 14,665 30 % $ 19,935 31 % Total $ 50,042 100 % $ 64,440 100 % |
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 cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers and vendors are those that represent more than 10% of the Company’s net revenue or accounts receivable for each period presented. During the three months ended March 31, 2022, we had three customers who individually accounted for 59% , 13% , and 12% of our net revenue, and two customers that individually accounted for 59% and 17% of accounts receivable. During the three months ended March 31, 2021, we had three customers who individually accounted for 28% , 17% and 14% of our net revenue, and two customers that individually accounted for 32% and 21% of accounts receivable. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled products due to defective manufacturing. During the three months ended March 31, 2022, the Company had four vendors who individually accounted for 17% 12% 12% 11% 32% 21% 21% The Company has a geographic concentration in the United States, with 94% 71% 6% 29% | 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 cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers and vendors are those that represent more than 10% of the Company’s net revenue or accounts receivable for each period presented. During the year ended December 31, 2021, we had three customers who individually accounted for 38 14 13 22 41 17 12 61 The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled products due to defective manufacturing. During the year ended December 31, 2021, the Company had three vendors who individually accounted for 26 19 9 25 24 13 The Company has a geographic concentration in the United States, with 70 72 30 28 5 |
Inventory | Inventory Inventory consists of finished goods and raw materials used to manufacture the Company’s products by one of our contract manufacturers as of December 31, 2021 and 2020. The Company records charges for obsolete and slow-moving inventory based on the age of the product as determined by the expiration date or otherwise determined to be obsolete. Products within one year of their expiration dates are considered for write-off purposes. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Historically, the Company has had minimal returns with established customers. The Company incurred insignificant inventory write-offs during the years ended December 31, 2021 and 2020. The Company accounts for its inventory on a First-in First-out basis. | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, giveaways, print advertising, insurance and service contracts requiring up-front payments. | |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed on a straight-line basis over the estimated useful lives of the respective assets. When assets are retired or otherwise disposed, the assets and related accumulated depreciation are removed, and the resulting gains or losses are recorded in the statement of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Schedule of Estimated Useful Lives of Property, Plant, and Equipment Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 7 years Manufacturing and lab equipment 3 5 years Vehicles 3 5 years | |
Intangible Assets | Intangible Assets Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and costs incurred in obtaining certain trademarks are capitalized, and are amortized over their related useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of “General and administrative” expenses in the consolidated statements of operations. The estimated useful life of the intangible assets is 7 years | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. There was no 0.167 | |
Fair Value | Fair Value GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using an estimated fair value hierarchy which requires the Company to use observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: ● Level 1 — Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 — Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and ● Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |
Leases | Leases A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified assets for a period of time in exchange for consideration. An entity controls the use when it has a right to obtain substantially all of the benefits from the use of the identified asset and has the right to direct the use of the asset. The Company determines if an arrangement is a lease at contract inception. For all classes of underlying assets, the Company includes both the lease and non-lease components as a single component and accounts for it as a lease. Lease liabilities are recognized based on the present value of the lease payments over the lease term at the commencement date. MusclePharm calculates and uses the rate implicit in the lease if the information is readily available, or if not available, the Company uses its incremental borrowing rate in determining the present value of lease payments. Lease right-of-use (“ROU”) assets are based on the lease liability, subject to adjustments, such as lease incentives. The ROU assets also include any lease payments made at or before the commencement date. MusclePharm excludes variable lease payments in measuring lease assets and lease liabilities, other than those that depend on an index or a rate or are in substance fixed payments. The Company’s lease terms include options to extend or terminate the lease when it is reasonably certain that such options will be exercised. Operating leases are included in “Operating lease right-of-use assets,” “Operating lease liability, current” and “Operating lease liability, long-term” on the consolidated balance sheets. Finance leases are included in “Property and equipment, net,” “Accrued and other liabilities” and “Other long-term liabilities” on the consolidated balance sheets. | |
Cost of Revenue | Cost of Revenue Cost of revenue for the Company represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from contract manufacturers. | |
Advertising and Promotion | Advertising and Promotion Our advertising and promotion expenses consist primarily of digital, print and media advertising, athletic endorsements and sponsorships, promotional giveaways, trade show events and various partnering activities with our retail partners, and are expensed as incurred. | |
Share-Based Payments and Stock-Based Compensation | Share-Based Payments and Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the applicable awards’ grant date, based on the estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight-line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are also recorded at fair value on the grant date. The fair value of restricted stock awards is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards, and estimated forfeitures. Due to the Company’s limited experience with the expected term of options, the simplified method was utilized in determining the expected option term as prescribed in ASC 718 Compensation – Stock Compensation. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest. | |
Warrants | Warrants In conjunction with the Securities Purchase Agreement (“SPA”), the Company issued 17,355,700 warrants to the senior note holders. The warrants entitle the holder to purchase one share of the Company’s common stock at an exercise price equal to $ .78 per share at any time on or after October 13, 2021 (the “Initial Exercise Date”) and on or prior to the close of business on October 13, 2026 the “Termination Date”). The Company determined that these warrants are free standing financial instruments that are legally detachable and separately exercisable from the debt instruments. Management also determined that the warrants are puttable for cash upon a fundamental transaction at the option of the holder and as such required classification as equity pursuant to ASC 470. In accordance with the accounting guidance, the outstanding warrants are recognized as equity on the balance sheet. The proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) shall be allocated to the two elements based on the relative fair values of the debt instrument without the warrants, and of the warrants themselves at time of issuance. The allocation of the portion of the value resulted in a discount of the debt instrument. The fair value of the warrants were measured using the Black Scholes option pricing model. | |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiary, MusclePharm Canada, is the Canadian dollar. There are no assets or liabilities in this foreign subsidiary and therefore, there is no accumulated other comprehensive income recorded. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in “Interest income, net” in the consolidated statements of operations. | |
Segments | Segments Historically, the Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company has had two reporting segments and operating unit structures. During the fourth quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, so the CODM now reviews financial information and makes resource and opportunity decisions on a disaggregated basis with the functional energy drink business separate from protein products. | Segments Historically, the Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company has had two reporting segments and operating unit structures. During the fourth quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, so the CODM now reviews financial information and makes resource and opportunity decisions on a disaggregated basis with the functional energy drink business separate from protein products. |
Litigation Estimates and Accruals | Litigation Estimates and Accruals 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. | Litigation Estimates and Accruals 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. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Interest income, interest expense and penalties associated with income taxes are reflected in (Benefit) provision for income taxes on the consolidated statements of operations. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to be established unless management determines that it is more likely than not that the Company will ultimately realize the tax benefit associated with a deferred tax asset. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | Income Taxes Income taxes are accounted for using the asset and liability method. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Interest income, interest expense and penalties associated with income taxes are reflected in (Benefit) provision for income taxes on the consolidated statements of operations. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to be established unless management determines that it is more likely than not that the Company will ultimately realize the tax benefit associated with a deferred tax asset. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
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 March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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) 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) | 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 March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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) 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) In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, including classification of certain operating expenses. | Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, including classification of certain operating expenses. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Schedule of Accounts Receivable | The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2021 and 2020 (in thousands): Schedule of Accounts Receivable As of December 31, 2021 2020 Accounts receivable $ 7,028 $ 10,895 Less: allowance for discounts and returns (235 ) (2,525 ) Less: allowance for doubtful accounts (405 ) (882 ) Accounts receivable, net $ 6,388 $ 7,488 | |
Schedule of Allowance for Discount and Return | The allowance for discounts and returns consisted of the following activity for the years ended December 31, 2021 and 2020 (in thousands): Schedule of Allowance for Discount and Return 2021 2020 As of December 31, 2021 2020 Allowance for discounts and returns, beginning balance $ 2,525 $ 2,901 Charges against revenues 9,259 17,703 Utilization of Reserve (11,549 ) (18,079 ) Allowance for discounts and returns, ending balance $ 235 $ 2,525 | |
Schedule of Disaggregation of Revenue | The following shows the disaggregation of revenue by distribution channel for the three months ended March 31, 2022 and 2021 (in thousands). Schedule of Disaggregation of Revenue For the Three Months Ended March 31, 2022 % of Total 2021 % of Total Distribution Channel Specialty $ 3,383 26 % $ 6,795 52 % International 733 6 % 3,847 29 % FDM 8,985 68 % 2,479 19 % Total $ 13,101 100 % $ 13,121 100 % | The following shows the disaggregation of revenue by distribution channel for the years ended December 31, 2021 and 2020 (in thousands). Schedule of Disaggregation of Revenue For the Years Ended December 31, 2021 % of Total 2020 % of Total Distribution Channel Specialty $ 20,144 40 % $ 26,643 41 % International $ 15,233 30 % $ 17,862 28 % FDM $ 14,665 30 % $ 19,935 31 % Total $ 50,042 100 % $ 64,440 100 % |
Schedule of Estimated Useful Lives of Property, Plant, and Equipment | The estimated useful lives of the property and equipment are as follows: Schedule of Estimated Useful Lives of Property, Plant, and Equipment Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 7 years Manufacturing and lab equipment 3 5 years Vehicles 3 5 years |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | The components of inventory as of March 31, 2022 and December 31, 2021 were as follows (in thousands): Schedule of Inventory March 31, 2022 December 31, 2021 Raw Materials $ 746 $ 694 Finished Goods 229 1,144 Inventory 975 1,838 Less: inventory writedown — (8 ) Inventory $ 975 $ 1,830 | The components of inventory as of December 31, 2021 and 2020 were as follows (in thousands): Schedule of Inventory 2021 2020 As of December 31, 2021 2020 Raw Materials $ 694 $ 437 Finished Goods 1,144 700 Inventory 1,838 1,137 Less: inventory write downs (8 ) (105 ) Inventory $ 1,830 $ 1,032 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following as of December 31, 2021 and 2020 (in thousands): Schedule of Property and Equipment 2021 2020 As of December 31, 2021 2020 Furniture, fixtures and Equipment $ 72 $ 167 Vehicles — 39 Property and equipment, gross 72 206 Less: accumulated depreciation (67 ) (193 ) Property and equipment, net $ 5 $ 13 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): Schedule of Intangible Assets As of December 31, 2021 Gross Value Accumulated Amortization Net Carrying Value Remaining Weighted Average Useful Lives (years) Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (2,209 ) $ 35 0.1 Total $ 2,244 $ (2,209 ) $ 35 As of December 31, 2020 Gross Value Accumulated Amortization Net Carrying Value Remaining Weighted Average Useful Lives (years) Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (1,888 ) $ 356 1.1 Total $ 2,244 $ (1,888 ) $ 356 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | Schedule of Estimated Future Amortization Expense of Intangible Assets For the Year Ending December 31, Amount 2022 $ 35 Total amortization expense $ 35 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Payables and Accruals [Abstract] | ||
Schedule of Accrued and Other Liabilities | As of March 31, 2022 and December 31, 2021, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities March 31, 2022 December 31, 2021 Accrued professional fees $ 342 $ 236 Accrued interest 1,151 797 Accrued payroll and bonus 702 695 Settlements — short term (Nutrablend and 4Excelsior) 2,102 2,104 Accrued expenses — ThermoLife 1,364 1,364 Accrued and other short-term liabilities 993 746 Total accrued and other liabilities $ 6,654 $ 5,942 | As of December 31, 2021 and 2020, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities 2021 2020 As of December 31, 2021 2020 Accrued professional fees $ 236 $ 242 Accrued interest 797 644 Accrued payroll and bonus 695 738 Settlements — short term (Nutrablend and 4Excelsior) 2,104 2,005 Accrued expenses — ThermoLife 1,364 1,364 Accrued and other short-term liabilities 746 1,201 Total Accrued and other liabilities $ 5,942 $ 6,194 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Leases | |
Schedule of Components of Lease Cost for Operating and Finance Leases | The components of lease cost for operating and finance leases for the year ended December 31, 2021 were as follows (in thousands): Schedule of Components of Lease Cost for Operating and Finance Leases Income Statement Classification Year Ended December 31, 2021 Year Ended December 31, 2020 Operating lease cost General and administrative $ 371 $ 718 Finance lease cost: Amortization of right of use asset General and administrative - 61 Interest on lease liabilities General and administrative - 1 Total finance lease cost - 62 Variable lease payments General and administrative 481 318 Sublease income Interest income expense, net (401 ) (315 ) Total lease cost $ 451 $ 783 |
Schedule of Weighted Average Discount Rate | The weighted average discount rate was as follows: Schedule of Weighted Average Discount Rate 2021 2020 Operating leases 18 % 18 % Finance leases 0 % 5 % |
Schedule of Maturities of Lease liabilities | The maturities of lease liabilities with leases in effect as of December 31, 2021 were as follows (in thousands): Schedule of Maturities of Lease liabilities Operating Lease 2022 $ 342 Thereafter - Total future undiscounted lease payments 368 Less amounts representing interest 26 Present value of lease liabilities $ 342 |
Interest Expense (Tables)
Interest Expense (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Schedule of Interest Expenses | For the three months ended March 31, 2022 and March 31, 2021, interest expense consisted of the following: Schedule of Interest Expenses For the Three Months Ended March 31, 2022 2021 Interest expense, related party $ (313 ) $ (120 ) Interest expense, other (254 ) (227 ) Interest expense, secured borrowing arrangement (71 ) (163 ) Amortization of debt issue cost associated with related warrants (2,615 ) - Amortization of debt issue cost - OID (568 ) - Total interest expense $ (3,821 ) $ (510 ) | For the years ended December 31, 2021 and 2020, interest expense consisted of the following: Schedule of Interest Expenses For the Years Ended December 31, 2021 2020 Interest expense, related party $ (541 ) $ (329 ) Interest expense, other (1,042 ) 202 Interest expense, secured borrowing arrangement (1,083 ) (1,366 ) Amortization of Debt Issue Cost associated with related warrants (2,296 ) - Amortization of Debt Issue Cost - OID (498 ) - Total interest expense $ (5,460 ) $ (1,493 ) |
Other Income, Net (Tables)
Other Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Other Income Net | For the years ended December 31, 2021 and 2020, “Other income, net” consisted of the following: Schedule of Other Income Net For the Years Ended December 31, 2021 2020 Other income - loan forgiveness $ 965 $ - Foreign currency transaction loss (28 ) (8 ) Other 564 473 Total other income, net $ 1,501 $ 465 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | As of March 31, 2022 and December 31, 2021, the Company’s debt consisted of the following (in thousands): Schedule of Debt March 31, 2022 December 31, 2021 Senior notes payable $ 7,798 $ 5,035 Debt issue costs, net (60 ) (479 ) Refinanced convertible note, related party 5,330 5,330 Revolving line of credit, related party 2,747 - Obligations under secured borrowing arrangement 6,592 6,446 Total current debt $ 22,407 $ 16,331 | As of December 31, 2021 and 2020, the Company’s debt consisted of the following (in thousands): Schedule of Debt As of December 31, 2021 2020 Senior notes payable $ 5,035 $ — Refinanced convertible note, related party 5,330 2,872 Revolving line of credit, related party — 743 Obligations under secured borrowing arrangement 6,446 7,098 Notes Payable 210 167 Debt issue costs, net (479) - Paycheck Protection Program Loan — 965 Total Debt $ 17,021 $ 11,845 Less: current portion (17,021 ) (10,881 ) Long term debt $ - $ 964 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Schedule of Fair Value Measurement Warrant | The assumptions used to measure the fair value of the warrant as of its issuance date were as follows: Schedule of Fair Value Measurement Warrant Inputs Warrants Granted 17,355,700 Stock Price $ 0.65 Exercise Price $ 0.78 Term, expected life of options in years 30.00 Volatility 322.8 % Annual Rate of Quarterly Dividends 0.00 % Risk Free Interest Rate 0.515 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Accrued Expenses and Interest Expense | The table below summarizes accrued expenses and interest expense incurred in for the three months ended March 31, 2022 and 2021 (in thousands): Schedule of Accrued Expenses and Interest Expense Cases Accrued Amount as of March 31, 2022 Accrued Amount as of December 31, 2021 Interest Expense for Period Ending March 31, 2022 Interest Expense for Period Ending March 31, 2021 Manchester City Football Group $ 730 $ 730 $ (18 ) $ (18 ) Nutrablend Matter 1,248 1,493 (55 ) (64 ) 4Excelsior Matter 2,715 2,938 (77 ) (98 ) ThermoLife International 1,364 1,364 (22 ) (22 ) Total $ 6,057 $ 6,525 $ (172 ) $ (202 ) | The table below summarizes accrued expenses and interest expense incurred in 2021 and 2020 (in thousands): Schedule of Accrued Expenses and Interest Expense Cases 2021 Accrued 2020 Accrued 2021 Interest Expense 2020 Interest Expense Manchester City Football Group (1) $ 730 $ 730 $ (75 ) $ (75 ) Nutrablend Matter (3) 1,493 2,318 (267 ) (66 ) 4Excelsior Matter (3) 2,938 3,597 (421 ) (16 ) ThermoLife International (2) 1,364 1,364 (97 ) (89 ) Total $ 6,525 $ 8,009 $ (860 ) $ (246 ) (1) Accrued amount on balance sheet is located in accounts payable. (2) Accrued amount on balance sheet is located in accrued expenses. (3) Accrued amount on balance sheet takes into account short term and long term liability accounts. |
Stockholders_ Deficit (Tables)
Stockholders’ Deficit (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Common Stock | The Company had the following issuances of common stock during the year ended December 31, 2021 (in thousands, except share and per share data): Schedule of Common Stock Transaction Type Quantity (Shares) Valuation Range of Value Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors 280,916 $ 609 $ .40 1.60 Total 280,916 $ 609 $ .40 1.60 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Restricted Stock Awards Granted to Employees, Executives and Board Members | The restricted stock awards granted to employees, executives and board members during the years ended December 31, 2021 and 2020 were as follows (in thousands): Schedule of Restricted Stock Awards Granted to Employees, Executives and Board Members Unvested Restricted Stock Awards Number of Shares Weighted Average Grant Date Fair Value Unvested balance - December 31, 2019 (690,132 ) $ 1.05 Granted - $ - Vested 568,280 $ 0.42 Forfeited (121,852 ) $ 0.42 Unvested balance - December 31, 2020 - $ - Granted 50,000 $ 1.08 Vested - $ - Forfeited (50,000 ) $ 1.08 Unvested balance - December 31, 2021 - $ - |
Schedule of Restricted Stock Awards Activity | For the year ended December 31, 2020, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Schedule of Restricted Stock Awards Activity Transaction Type Quantity (Shares) Valuation Range of Value Stock issued for advertising services 226,722 $ 204 $ 0.90 Restricted stock forfeited by directors (121,850 ) (51 ) 0.42 Total 104,872 $ 153 $ 0.42 0.90 |
Summary of Stock Options Outstanding, Granted, Exercised, Expired and Forfeited | The following table describes the total options outstanding, granted, exercised, expired and forfeited as of and during the years ended December 31, 2021 and 2020, as well as the total options exercisable as of December 31, 2021. Summary of Stock Options Outstanding, Granted, Exercised, Expired and Forfeited Options Outstanding Weighted Average Exercise Price Per Share Weighted Average Fair Value of Options Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Issued and outstanding as of December 31, 2019 171,703 $ 1.89 2 $ 6.17 $ — Granted — — — — — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2020 171,703 $ 1.89 $ 1.72 $ 6.17 $ — Granted 5,227,738 0.74 0.74 4.19 — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2021 5,399,441 $ 0.74 $ 0.74 $ 4.19 — Exercisable as of December 31, 2021 — — — — — |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 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 income (loss) per share for the years presented (in thousands, except share and per share data): Schedule of Basic and Diluted Net Income (loss) Per Share For the Three Months Ended March 31, 2022 2021 Net Income (loss) $ (6,301 ) $ 94 Weighted average common shares used in computing net income (loss) per share, basic 33,386,200 33,119,549 Potentially diluted securities — 12,373,071 Weighted average common shares used in computing net income (loss) per share, diluted 33,386,200 45,492,620 Net income (loss) per share, basic $ (0.19 ) $ 0.00 Net income (loss) per share, diluted $ (0.19 ) $ 0.00 | The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the years presented (in thousands, except share and per share data): Schedule of Basic and Diluted Net Income (loss) Per Share 2021 2020 For the Years Ended December 31, 2021 2020 Net Income (loss) $ (12,866 ) $ 3,185 Weighted average common shares used in computing net income (loss) per share, basic 33,386,200 32,812,462 Potentially diluted securities — 8,359,999 Weighted average common shares used in computing net income (loss) per share, diluted 33,386,200 41,172,461 Net income (loss) per share, basic $ (0.39 ) $ 0.10 Net income (loss) per share, diluted $ (0.39 ) $ 0.08 |
Schedule of Outstanding Potentially Dilutive Securities | The following securities were excluded from the computations of the diluted net income (loss) per share, for the three months ended March 31, 2022 and 2021 as the effect of the securities would be anti-dilutive: Schedule of Outstanding Potentially Dilutive Securities As of March 31, 2022 2021 Stock options 5,399,441 171,703 Warrants 17,355,700 - Convertible notes 16,154,795 12,373,071 Total common stock equivalents 38,909,936 12,544,774 | The following securities were excluded from the computations of the diluted net income (loss) per share, for the year ended December 31, 2021 and 2020 as the effect of the securities would be anti-dilutive: Schedule of Outstanding Potentially Dilutive Securities 2021 2020 Stock options 5,399,441 $ 171,703 Warrants 17,355,700 - Convertible notes 16,154,795 - Total common stock equivalents 38,909,936 $ 171,703 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Provision for Income Taxes | The components of income (loss) before provision for income taxes for the years ended December 31, 2021 and 2020 are as follows (in thousands): Schedule of Components of Income (Loss) Before Provision for Income Taxes 2021 2020 For the Years Ended December 31, 2021 2020 Domestic $ (12,874 ) $ 3,160 Foreign — 6 Income (loss) before provision for income taxes $ (12,874 ) $ 3,166 |
Schedule of Portions of Deferred Tax Assets | The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2021 and 2020, are as follows (in thousands): Schedule of Portions of Deferred Tax Assets 2021 2020 As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards 12,988 10,656 Stock compensation $ 433 $ 290 Other 2,891 2,606 Gross deferred tax assets $ 16,312 $ 13,552 Valuation allowance (16,312 ) (13,552 ) Net deferred tax assets $ - $ - |
Schedule of Income Tax (Benefit) Provision | The income tax benefit for the years ended December 31, 2021 and 2020 included the following (in thousands): Schedule of Income Tax (Benefit) Provision 2021 2020 For the Years Ended December 31, 2021 2020 Current income tax benefit: Federal $ - $ - State (8 ) (19 ) Foreign — 10 Current income tax expense (8 ) (9 ) Deferred income tax benefit: Federal — — State — — Foreign — — Deferred income tax provision — — Benefit for income taxes, net $ (8 ) $ (9 ) |
Schedule of Income Tax (Benefit) Provision Differs from Those Computed Using the Statutory Federal Tax Rate | The income tax benefit differs from those computed using the statutory federal tax rate of 21% due to the following (in thousands): Schedule of Income Tax (Benefit) Provision Differs from Those Computed Using the Statutory Federal Tax Rate 2021 2020 For the Years Ended December 31, 2021 2020 Expected provision at statutory federal rate $ 2,700 $ 665 State tax — net of federal benefit (6 ) 18 Foreign income/losses taxed at different rates — 9 Other 200 (38 ) Change in valuation allowance (2,902 ) (663 ) Income tax benefit $ (8 ) $ (9 ) |
Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits (“UTB’s”) is as follows (in thousands): Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits 2021 2020 For the Years Ended December 31, 2021 2020 Gross UTB’s, beginning balance $ — $ 128 Reductions for tax positions taken in a prior year — (128 ) Gross UTB’s, ending balance — — |
Segment Information and Geogr_2
Segment Information and Geographic Data (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||
Schedule of Significant Segment Business Going Forward | Schedule of Significant Segment Business Going Forward 2022 2021 Three Months Ended March 31, 2022 2021 Revenue, net Protein products $ 12,000 $ 13,121 Energy drinks 1,101 — Total revenue, net $ 13,101 $ 13,121 | Schedule of Significant Segment Business Going Forward For the Years Ended December 31, 2021 2020 Revenue, net Protein products $ 49,468 $ 64,440 Energy drinks 574 — Total revenue, net $ 50,042 $ 64,440 |
Schedule of Business Revenue and Profits | Schedule of Business Revenue and Profits Three Months Ended March 31, 2022 Revenue Cost of Revenue Gross Profit Protein products $ 12,000 $ 10,875 $ 1,125 Energy drinks 1,101 717 384 Total $ 13,101 $ 11,592 $ 1,509 | Schedule of Business Revenue and Profits For the Year Ended December 31, 2021 Revenue Cost of Revenue Gross Profit Protein products $ 49,468 $ 44,354 $ 5,114 Energy drinks 574 317 257 Total $ 50,042 $ 44,671 $ 5,371 |
Schedule of Revenue, Major Geographical Areas | Revenue, classified by the major geographic areas in which our customers are located is as follows: Schedule of Revenue, Major Geographical Areas 2022 2021 Three Months Ended March 31, 2022 2021 United States 94 % 71 % Other Countries 6 % 29 % Total revenue 100 % 100 % | Revenue, classified by the major geographic areas in which our customers are located is as follows: Schedule of Revenue, Major Geographical Areas For the Years Ended December 31, 2021 2020 United States 70 % 72 % Other Countries 30 % 28 % Total revenue 100 % 100 % |
Schedule of Revenue, Net by Geographic Area | Schedule of Revenue, Net by Geographic Area 2022 2021 Three Months Ended March 31, 2022 2021 Revenue, net Protein products United States $ 11,297 $ 9,274 International 703 3,847 Total Protein Products $ 12,000 $ 13,121 Energy drinks United States 1,070 - International 31 - Total energy drinks $ 1,101 $ - Total revenue, net $ 13,101 $ 13,121 | Schedule of Revenue, Net by Geographic Area For the Years Ended December 31, 2021 2020 Revenue, net Protein products United States $ 34,702 $ 46,578 International 14,766 17,862 Total Protein Products $ 49,468 $ 64,440 Energy drinks United States 107 - International 467 - Total energy drinks $ 574 $ - Total revenue, net $ 50,042 $ 64,440 |
Other Long -Term Liabilities (T
Other Long -Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | As of March 31, 2022 and December 31, 2021 the Company’s other long-term liabilities consisted of the following (in thousands): Schedule of Other Long-Term Liabilities As of March 31, 2022 As of December 31, 2021 Settlements — long term (Nutrablend and 4Excelsior) $ 1,861 $ 2,326 Total other long term liabilities $ 1,861 $ 2,326 |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Cash | $ 534 | $ 1,223 | $ 2,003 | ||
Working capital deficit | 36,300 | 30,100 | |||
Stockholders' deficit | 38,055 | 32,191 | $ 24,325 | 24,419 | $ 27,952 |
Accumulated deficit | $ 211,840 | $ 205,539 | $ 192,673 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 7,028 | $ 10,895 | |
Less: allowance for discounts and returns | (235) | (2,525) | |
Less: allowance for doubtful accounts | (405) | (882) | |
Accounts receivable, net | $ 9,277 | $ 6,388 | $ 7,488 |
Schedule of Allowance for Disco
Schedule of Allowance for Discount and Return (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Allowance for discounts and returns, beginning balance | $ 2,525 | $ 2,901 |
Charges against revenues | 9,259 | 17,703 |
Utilization of Reserve | (11,549) | (18,079) |
Allowance for discounts and returns, ending balance | $ 235 | $ 2,525 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenue | $ 13,101 | $ 13,121 | $ 50,042 | $ 64,440 |
Percentage of revenue | 100.00% | 100.00% | 100.00% | 100.00% |
Specialty [Member] | ||||
Revenue | $ 3,383 | $ 6,795 | $ 20,144 | $ 26,643 |
Percentage of revenue | 26.00% | 52.00% | 40.00% | 41.00% |
International [Member] | ||||
Revenue | $ 733 | $ 3,847 | $ 15,233 | $ 17,862 |
Percentage of revenue | 6.00% | 29.00% | 30.00% | 28.00% |
Food Drug And Mass [Member] | ||||
Revenue | $ 8,985 | $ 2,479 | $ 14,665 | $ 19,935 |
Percentage of revenue | 68.00% | 19.00% | 30.00% | 31.00% |
Schedule of Estimated Useful Li
Schedule of Estimated Useful Lives of Property, Plant, and Equipment (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 3 |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 7 years |
Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 3 |
Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 3 |
Vehicles [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 5 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Oct. 13, 2021 | |
Product Information [Line Items] | |||||
Cash and Cash Equivalents | $ 0 | $ 0 | |||
Sales returns and discounts | $ 9,300,000 | $ 17,700,000 | |||
Sales returns and discounts as a percentage of sales | 16.00% | 22.00% | |||
Finite-Lived Intangible Asset | 7 years | ||||
Impairment of long lived asset | $ 0 | ||||
Impairment of operating lease right-of-use assets | $ 167,000 | ||||
Securities purchase agreement [Member] | Senior note holders [Member] | |||||
Product Information [Line Items] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 17,355,700 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.78 | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | UNITED STATES | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 94.00% | 71.00% | 70.00% | 72.00% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Canada and asia [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 6.00% | 29.00% | 30.00% | 28.00% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Other than antarctica [Member] | Maximum [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 5.00% | ||||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 59.00% | 28.00% | 38.00% | 41.00% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 13.00% | 17.00% | 14.00% | 17.00% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 12.00% | 14.00% | 13.00% | 12.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 59.00% | 32.00% | 22.00% | 61.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 17.00% | 21.00% | |||
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor one [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 17.00% | 32.00% | 26.00% | 25.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor two [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 12.00% | 21.00% | 19.00% | 24.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor three [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 12.00% | 21.00% | 9.00% | 13.00% | |
Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor Four [Member] | |||||
Product Information [Line Items] | |||||
Concentration risk, percentage | 11.00% | ||||
Cost of Sales [Member] | |||||
Product Information [Line Items] | |||||
Shipping and handling costs | $ 1,800,000 | $ 1,300,000 | |||
Selling, General and Administrative Expenses [Member] | |||||
Product Information [Line Items] | |||||
Shipping and handling costs | $ 3,100,000 | $ 2,500,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | |||
Raw Materials | $ 746 | $ 694 | $ 437 |
Finished Goods | 229 | 1,144 | 700 |
Inventory | 975 | 1,838 | 1,137 |
Less: inventory writedown | (8) | (105) | |
Inventory | 975 | 1,830 | 1,032 |
Inventory | $ 975 | $ 1,838 | $ 1,137 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 72 | $ 206 | |
Less: accumulated depreciation | (67) | (193) | |
Property and equipment, net | $ 4 | 5 | 13 |
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | 72 | 167 | |
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment, gross | $ 39 |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Selling and Marketing Expense [Member] | ||
Impaired Assets to be Disposed of by Method Other than Sale [Line Items] | ||
Depreciation | $ 10 | $ 145 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2022 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | $ 2,244 | $ 2,244 | |
Accumulated Amortization | (2,209) | (1,888) | |
Net Carrying Value | 35 | 356 | |
Brand (Apparel Rights) [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross Value | 2,244 | 2,244 | |
Accumulated Amortization | (2,209) | (1,888) | |
Net Carrying Value | $ 35 | $ 356 | |
Remaining Weighted- Average Useful Lives (years) | 1 month 6 days | 1 year 1 month 6 days |
Schedule of Estimated Future Am
Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
2022 | $ 35 | ||
Total amortization expense | $ 35 | $ 356 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill [Line Items] | ||||
Amortization of Intangible Assets | $ 35 | $ 80 | $ 321 | $ 320 |
General and Administrative Expense [Member] | ||||
Goodwill [Line Items] | ||||
Amortization of Intangible Assets | $ 300 | $ 300 |
Schedule of Accrued and Other L
Schedule of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | |||
Accrued professional fees | $ 342 | $ 236 | $ 242 |
Accrued interest | 1,151 | 797 | 644 |
Accrued payroll and bonus | 702 | 695 | 738 |
Settlements — short term (Nutrablend and 4Excelsior) | 2,102 | 2,104 | 2,005 |
Accrued expenses — ThermoLife | 1,364 | 1,364 | 1,364 |
Accrued and other short-term liabilities | 993 | 746 | 1,201 |
Total accrued and other liabilities | $ 6,654 | $ 5,942 | $ 6,194 |
Schedule of Components of Lease
Schedule of Components of Lease Cost for Operating and Finance Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Total finance lease cost | $ 62 | |
Total lease cost | 451 | 783 |
General and Administrative Expense [Member] | ||
Operating lease cost | 371 | 718 |
Amortization of right of use asset | 61 | |
Interest on lease liabilities | 1 | |
Variable lease payments | 481 | 318 |
Interest Income [Member] | ||
Sublease income | $ (401) | $ (315) |
Schedule of Weighted Average Di
Schedule of Weighted Average Discount Rate (Details) | Dec. 31, 2021 | Dec. 31, 2020 |
Leases | ||
Operating leases | 18.00% | 18.00% |
Finance leases | 0.00% | 5.00% |
Schedule of Maturities of Lease
Schedule of Maturities of Lease liabilities (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Leases | |
2022 | $ 342 |
Thereafter | |
Total future undiscounted lease payments | 368 |
Less amounts representing interest | 26 |
Present value of lease liabilities | $ 342 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating lease, impairment loss | $ 167 | $ 167 | |
Minimum [Member] | Warehouse Facilities and Office Spaces [Member] | |||
Operating lease, term | 1 year | ||
Maximum [Member] | Warehouse Facilities and Office Spaces [Member] | |||
Operating lease, term | 2 years |
Schedule of Interest Expenses (
Schedule of Interest Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Interest expense, related party | $ (313) | $ (120) | $ (541) | $ (329) |
Interest expense, other | (254) | (227) | (1,042) | 202 |
Interest expense, secured borrowing arrangement | (71) | (163) | (1,083) | (1,366) |
Amortization of Debt Issue Cost associated with related warrants | 2,615 | (2,296) | ||
Amortization of Debt Issue Cost - OID | 568 | (498) | ||
Total interest expense | (3,821) | (510) | (5,460) | (1,493) |
Amortization of debt issue cost associated with related warrants | (2,615) | 2,296 | ||
Amortization of debt issue cost - OID | $ (568) | $ 498 |
Schedule of Other Income Net (D
Schedule of Other Income Net (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Other Income and Expenses [Abstract] | ||
Other income - loan forgiveness | $ 965 | |
Foreign currency transaction loss | (28) | (8) |
Other | 564 | 473 |
Total other income, net | $ 1,501 | $ 465 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | |||
Senior notes payable | $ 7,798 | $ 5,035 | |
Refinanced convertible note, related party | 5,330 | 5,330 | 2,872 |
Revolving line of credit, related party | 2,747 | 743 | |
Obligations under secured borrowing arrangement | 6,592 | 6,446 | 7,098 |
Notes Payable | 210 | 167 | |
Debt issue costs, net | (60) | (479) | |
Paycheck Protection Program Loan | 965 | ||
Total current debt | $ 22,407 | 16,331 | 11,845 |
Less: current portion | (17,021) | (10,881) | |
Long term debt | $ 964 |
Debt (Details Narrative)
Debt (Details Narrative) | Mar. 08, 2022 | Oct. 25, 2021USD ($) | Oct. 12, 2021 | Oct. 12, 2021 | Aug. 12, 2021shares | Jul. 26, 2021USD ($)shares | Jun. 14, 2021USD ($) | Sep. 25, 2020USD ($) | May 14, 2020USD ($) | Apr. 10, 2019 | Apr. 10, 2019 | Aug. 31, 2021Integer$ / shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Oct. 13, 2021USD ($) | Aug. 13, 2021USD ($) | Nov. 29, 2020USD ($) | Oct. 15, 2020USD ($) | Aug. 21, 2020USD ($)$ / shares | Jan. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||||||
Debt instrument, interest rate, basis for effective rate | Subsequent to the extension, interest accrued from April 13, 2022 at 18% per annum until the Senior Notes are paid in full | If the maturity date is extended, interest will accrue on and from April 13, 2022 at 18% per annum until the Senior Notes are paid in full. | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 5 years | 5 years | ||||||||||||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||
Interest expense | $ 313,000 | $ 120,000 | $ 541,000 | $ 329,000 | ||||||||||||||||||
Revolver balance | 2,700,000 | 0 | $ 0 | $ 700,000 | ||||||||||||||||||
Debt instrument description | On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and may be extended as discussed above. | On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and was extended to May 28 2022 | 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 | |||||||||||||||||||
Proceeds from loans | $ 964,910 | |||||||||||||||||||||
Options Granted | shares | 50,000 | 18,750 | 5,227,738 | |||||||||||||||||||
Prestige capital corporation [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from loans | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||
Debt instrument term | 6 months | 6 months | ||||||||||||||||||||
Debt instrument interest rate during period | 15.00% | 15.00% | ||||||||||||||||||||
Accommodation fee percent | 1.00% | 2.00% | ||||||||||||||||||||
Options Granted | shares | 18,750 | |||||||||||||||||||||
Mr. Ryan Drexler [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 2,500,000 | |||||||||||||||||||||
Common stock par value | $ / shares | $ 0.001 | |||||||||||||||||||||
Debt instrument interest rate stated percentage | 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”). | |||||||||||||||||||||
Maturity date | Jul. 14, 2022 | |||||||||||||||||||||
Mr. Ryan Drexler [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Trading days | Integer | 15 | |||||||||||||||||||||
Mr. Ryan Drexler [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Trading days | Integer | 60 | |||||||||||||||||||||
Convertible note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest expense | 85,000 | 85,000 | $ 500,000 | $ 300,000 | ||||||||||||||||||
Interest paid in cash | 85,000 | 466,000 | 31,000 | |||||||||||||||||||
Interest expense | 106,000 | |||||||||||||||||||||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument interest rate stated percentage | 1.00% | |||||||||||||||||||||
Maturity date | May 16, 2025 | |||||||||||||||||||||
Debt instrument description | The Note was 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 | |||||||||||||||||||||
Proceeds from issuance of debt | $ 964,910 | |||||||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest expense | 122,000 | 0 | ||||||||||||||||||||
Convertible Note One [Member] | Mr. Drexler [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest paid in cash | 0 | 0 | ||||||||||||||||||||
Related Party Un Secured Revolving Promissory Note [Member] | Mr. Drexler [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Accrued interest percentage | 18.00% | |||||||||||||||||||||
Issued discounts senior secured notes | 14.00% | |||||||||||||||||||||
Mr. Ryan Drexler [Member] | The 2020 Refinanced Convertible Note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 2,900,000 | |||||||||||||||||||||
Mr. Ryan Drexler [Member] | Convertible Secured Promissory Note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 2,900,000 | |||||||||||||||||||||
Debt instrument convertible conversion price | $ / shares | $ 0.23 | |||||||||||||||||||||
Mr. Ryan Drexler [Member] | Convertible Secured Promissory Note [Member] | Payment in Kind (PIK) Note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument convertible conversion price | $ / shares | $ 0.10 | |||||||||||||||||||||
Mr. Ryan Drexler [Member] | Related Party Secured Revolving Promissory Note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 3,000,000 | |||||||||||||||||||||
Debt instrument interest rate stated percentage | 12.00% | |||||||||||||||||||||
Related party [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Interest expense charges | 8,100,000 | 4,600,000 | 5,300,000 | 6,900,000 | ||||||||||||||||||
Prestige [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | 6,600,000 | 6,400,000 | 7,100,000 | |||||||||||||||||||
Aggregate face amount. | 6,300,000 | 11,400,000 | 49,700,000 | 58,000,000 | ||||||||||||||||||
Proceeds from Related Party Debt | 6,100,000 | $ 13,800,000 | 49,100,000 | 46,400,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Interest | 49,700,000 | $ 43,700,000 | ||||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 4,400,000 | $ 4,400,000 | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term | 30 years | |||||||||||||||||||||
Class of Warrant or Right, Unissued | shares | 17,355,700 | 17,355,700 | ||||||||||||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.78 | $ 0.78 | ||||||||||||||||||||
Securities purchase agreement [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Accrued interest percentage | 14.00% | 14.00% | ||||||||||||||||||||
Securities purchase agreement [Member] | Warrant [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 8,197,674 | |||||||||||||||||||||
Class of Warrant or Right, Unissued | shares | 17,355,700 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.78 | |||||||||||||||||||||
Purchase and Sale Agreement [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument face amount | $ 12,500,000 | |||||||||||||||||||||
Debt instrument interest rate stated percentage | 80.00% | |||||||||||||||||||||
Debt instrument 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% | |||||||||||||||||||||
Purchase and Sale Agreement [Member] | Prestige [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Maturity date | Apr. 1, 2020 | |||||||||||||||||||||
Debt instrument 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. | 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 |
Schedule of Fair Value Measurem
Schedule of Fair Value Measurement Warrant (Details) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants granted | 50,000 | ||
Expected Term | 5 years | 5 years | |
Warrant [Member] | |||
Warrants granted | 17,355,700 | ||
Share Price | $ 0.65 | ||
Exercise price per share | $ 0.78 | $ 0.78 | |
Expected Term | 30 years | ||
Expected Volatility Rate | 322.80% | ||
Annual rate Quarterly Dividends | 0.00% | ||
Risk free interest rate | 0.515% |
Warrants (Details Narrative)
Warrants (Details Narrative) - Warrant [Member] - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Class of Warrant or Right, Unissued | 17,355,700 | 17,355,700 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.78 | $ 0.78 |
Securities purchase agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Class of Warrant or Right, Unissued | 17,355,700 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.78 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued Expenses | $ 6,057 | $ 6,525 | $ 8,009 | |||
Interest Expenses | (172) | $ (202) | (860) | (246) | ||
Manchester City Football Group [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued Expenses | 730 | 730 | [1] | 730 | [1] | |
Interest Expenses | (18) | (18) | (75) | [1] | (75) | [1] |
Nutrablend Matter [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued Expenses | 1,248 | 1,493 | [2],[3] | 2,318 | [2],[3] | |
Interest Expenses | (55) | (64) | (267) | [2],[3] | (66) | [2],[3] |
Four Excelsior Matter [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued Expenses | 2,715 | 2,938 | [2],[3] | 3,597 | [2],[3] | |
Interest Expenses | (77) | (98) | (421) | [2],[3] | (16) | [2],[3] |
Thermo Life International [Member] | ||||||
Defined Benefit Plan Disclosure [Line Items] | ||||||
Accrued Expenses | 1,364 | 1,364 | [2] | 1,364 | [2] | |
Interest Expenses | $ (22) | $ (22) | $ (97) | [2] | $ (89) | [2] |
[1] | Accrued amount on balance sheet is located in accounts payable. | |||||
[2] | Accrued amount on balance sheet is located in accrued expenses. | |||||
[3] | Accrued amount on balance sheet takes into account short term and long term liability accounts. |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | May 03, 2022 | Jan. 31, 2022 | Jan. 24, 2022 | Nov. 01, 2021 | Nov. 01, 2021 | Oct. 12, 2021 | Oct. 12, 2021 | Jul. 20, 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 | Oct. 30, 2021 | May 31, 2021 | May 31, 2021 | Mar. 31, 2022 | Aug. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2018 | Mar. 18, 2022 | Dec. 16, 2020 | Dec. 16, 2019 |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 3,100,000 | ||||||||||||||||||||||||||||||||||||||||
Remiitted amount | $ 1,400,000 | $ 2,100,000 | $ 2,100,000 | $ 1,800,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||||||||
Allegedly unpaid invoices | $ 3,100,000 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Description | On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and may be extended as discussed above. | On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and was extended to May 28 2022 | 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 | ||||||||||||||||||||||||||||||||||||||
Outstanding balance | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Accrued and other liability | 6,654,000 | $ 5,942,000 | $ 6,194,000 | ||||||||||||||||||||||||||||||||||||||
Fee and costs penalty | $ 93,000 | $ 56,000 | $ 93,000 | ||||||||||||||||||||||||||||||||||||||
Associated fee | 2,500 | ||||||||||||||||||||||||||||||||||||||||
Income Tax Examination, Penalties and Interest Expense | $ 5,300,000 | ||||||||||||||||||||||||||||||||||||||||
Tax withholdings | 4,400,000 | ||||||||||||||||||||||||||||||||||||||||
Income Tax Examination, Penalties Expense | 900,000 | ||||||||||||||||||||||||||||||||||||||||
Reporting penalties | 2,000,000 | ||||||||||||||||||||||||||||||||||||||||
Deposit penaties | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||
Liability for Claims and Claims Adjustment Expense | $ 7,300,000 | $ 5,300,000 | |||||||||||||||||||||||||||||||||||||||
Default payments due | $ 4,608,980.12 | ||||||||||||||||||||||||||||||||||||||||
Guaranty amount | $ 500,000 | ||||||||||||||||||||||||||||||||||||||||
Bakery Bam [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Contract with customer breach | $ 1,900,000 | ||||||||||||||||||||||||||||||||||||||||
Order of services | 77,800 | ||||||||||||||||||||||||||||||||||||||||
Specific ingredients | 42,400 | ||||||||||||||||||||||||||||||||||||||||
Purchase agreements | $ 1,816,017 | ||||||||||||||||||||||||||||||||||||||||
Barnes And Thornburg [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Due to Related Parties | $ 885,163.72 | ||||||||||||||||||||||||||||||||||||||||
Due to Other Related Parties | $ 4,658,593.02 | ||||||||||||||||||||||||||||||||||||||||
Flavor Producers LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 389,989.60 | ||||||||||||||||||||||||||||||||||||||||
Three Promissory Notes [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Loan exchange, value | $ 18,000,000 | ||||||||||||||||||||||||||||||||||||||||
ThermoLife [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Total amount accrued | 1,900,000 | $ 1,900,000 | $ 1,600,000 | ||||||||||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 900,000 | ||||||||||||||||||||||||||||||||||||||||
Increase of bond amount | 1,600,000 | ||||||||||||||||||||||||||||||||||||||||
Interest expense recognized damages | 300,000 | ||||||||||||||||||||||||||||||||||||||||
Fee and costs penalty | $ 400,000 | ||||||||||||||||||||||||||||||||||||||||
paid fee | 600,000 | $ 600,000 | 600,000 | ||||||||||||||||||||||||||||||||||||||
Paid fee | 250,000 | 250,000 | |||||||||||||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Remiitted amount | $ 700,000 | $ 700,000 | |||||||||||||||||||||||||||||||||||||||
Long-term Line of Credit | 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Long-term Line of Credit | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Total amount accrued | $ 3,000,000 | ||||||||||||||||||||||||||||||||||||||||
Advance payment | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | $ 1,000,000 | |||||||||||||||||||||||||||||||||||||||
Remiitted amount | $ 300,000 | $ 1,400,000 | $ 2,100,000 | $ 2,100,000 | $ 2,000,000 | $ 1,800,000 | $ 1,500,000 | ||||||||||||||||||||||||||||||||||
Interest expense charges | 75,000 | 75,000 | |||||||||||||||||||||||||||||||||||||||
Nutrablend Matter [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Purchase order | $ 2,000,000 | ||||||||||||||||||||||||||||||||||||||||
Accrued and other liability | 998,000 | 991,000 | |||||||||||||||||||||||||||||||||||||||
Other Liabilities, Noncurrent | 250,000 | 502,000 | |||||||||||||||||||||||||||||||||||||||
Payment of legal settlement | 303,000 | $ 189,000 | 1,100,000 | ||||||||||||||||||||||||||||||||||||||
4Excelsior [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Accrued and other liability | 1,100,000 | 1,100,000 | |||||||||||||||||||||||||||||||||||||||
Other Liabilities, Noncurrent | 1,600,000 | 1,800,000 | |||||||||||||||||||||||||||||||||||||||
Payment of legal settlement | $ 300,000 | 200,000 | $ 1,100,000 | ||||||||||||||||||||||||||||||||||||||
City Football Group Limited [Member] | Sponsorship Agreement [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Loss contingency, trial or alternative dispute resolution | 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 | 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 | $ 8,300,000 | |||||||||||||||||||||||||||||||||||||||
4Excelsior [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 6,200,000 | ||||||||||||||||||||||||||||||||||||||||
Increase of bond amount | $ 7,800,000 | ||||||||||||||||||||||||||||||||||||||||
Loss Contingency Accrual | $ 4,750,000 | ||||||||||||||||||||||||||||||||||||||||
Charges against revenues | 70,000 | ||||||||||||||||||||||||||||||||||||||||
Settlement periodic payments thereafter | $ 100,000 | ||||||||||||||||||||||||||||||||||||||||
Interest rate | 18.00% | ||||||||||||||||||||||||||||||||||||||||
Mr. Drexler [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Interest expense recognized damages | 22,000 | $ 22,000 | 96,815 | $ 89,000 | |||||||||||||||||||||||||||||||||||||
Balance fee | 350,000 | 350,000 | |||||||||||||||||||||||||||||||||||||||
Associated fee | $ 12,500 | 12,500 | |||||||||||||||||||||||||||||||||||||||
Accrued and other kiabilities | $ 1,400,000 | ||||||||||||||||||||||||||||||||||||||||
penalty paid | $ 1,500 | ||||||||||||||||||||||||||||||||||||||||
ThermoLife International LLC [Member] | |||||||||||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||||||||||||
Increase of bond amount | $ 1,900,000 | ||||||||||||||||||||||||||||||||||||||||
Interest expense recognized damages | $ 300,000 |
Schedule of Common Stock (Detai
Schedule of Common Stock (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Quantity shares | 50,000 | 0 |
Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total, quantity | 280,916 | |
Total, valuation | $ 609 | |
Minimum [Member] | Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of value per share | $ 0.40 | |
Maximum [Member] | Common Stock [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of value per share | $ 1.60 | |
Directors [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Quantity shares | 280,916 | |
Restricted stock forfeited, valuation | $ 609 | |
Directors [Member] | Minimum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of value per share | $ 0.40 | |
Directors [Member] | Maximum [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Range of value per share | $ 1.60 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - shares | Dec. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Treasury stock, shares | 875,621 | 875,621 |
Schedule of Restricted Stock Aw
Schedule of Restricted Stock Awards Granted to Employees, Executives and Board Members (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Payment Arrangement [Abstract] | ||
Number of Shares Unvested, beginning balance | (690,132) | |
Weighted Average Grant Date Fair Value Unvested, beginning balance | $ 1.05 | |
Number of Shares Unvested, Granted | 50,000 | |
Weighted Average Grant Date Fair Value Unvested, Granted | $ 1.08 | |
Number of Shares Unvested, Vested | 568,280 | |
Weighted Average Grant Date Fair Value Unvested, Vested | $ 0.42 | |
Number of Shares Unvested, Forfeited | (50,000) | (121,852) |
Weighted Average Grant Date Fair Value Unvested, Forfeited | $ 1.08 | $ 0.42 |
Number of Shares Unvested, beginning balance | 690,132 | |
Number of Shares Unvested, ending balance | ||
Weighted Average Grant Date Fair Value Unvested, ending balance |
Schedule of Restricted Stock _2
Schedule of Restricted Stock Awards Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued for advertising services, value | $ 204 | |
Restricted Stock forfeited by directors, value | ||
Stock issued and restricted stock forfeited | 104,872 | |
Stock issued and restricted stock forfeited value | $ 153 | |
Minimum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued and restricted stock forfeited, per share | $ 0.42 | |
Maximum [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued and restricted stock forfeited, per share | 0.90 | |
Restricted Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued and restricted stock forfeited, per share | $ 0.42 | |
Restricted stock forfeited by directors, shares | (121,850) | |
Restricted Stock forfeited by directors, value | $ (51) | |
Common Stock [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock issued for advertising services, shares | 226,722 | 226,722 |
Stock issued for advertising services, value | $ 204 | $ 1 |
Stock issued and restricted stock forfeited, per share | $ 0.90 | |
Restricted stock forfeited by directors, shares | (121,850) | |
Restricted Stock forfeited by directors, value |
Summary of Stock Options Outsta
Summary of Stock Options Outstanding, Granted, Exercised, Expired and Forfeited (Details) - USD ($) | Aug. 12, 2021 | Jul. 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-Based Payment Arrangement [Abstract] | ||||
Options Issued and outstanding, beginning balance | 171,703 | 171,703 | ||
Weighted Average Exercise Price Per Share Beginning Balance | $ 1.89 | $ 1.89 | ||
Weighted Average Fair Value of Options Beginning Balance | $ 1.72 | $ 2 | ||
Weighted Average Remaining Contractual Life (Years) Beginning Balance | 6 years 2 months 1 day | 6 years 2 months 1 day | ||
Aggregate Intrinsic Value Beginning Balance | ||||
Options Granted | 50,000 | 18,750 | 5,227,738 | |
Weighted Average Exercise Price Per Share, Granted | $ 0.74 | |||
Aggregate Intrinsic Value, Granted | ||||
Options Exercised | ||||
Weighted Average Exercise Price Per Share, Exercised | ||||
Aggregate Intrinsic Value, Exercised | ||||
Options Forfeited | ||||
Weighted Average Exercise Price Per Share, Forfeited | ||||
Aggregate Intrinsic Value, Forfeited | ||||
Weighted Average Fair Value of Options, Granted | $ 0.74 | |||
Weighted Average Remaining Contractual Life (Years), Issued and outstanding, Granted | 4 years 2 months 8 days | |||
Options Issued and outstanding, ending balance | 5,399,441 | 171,703 | ||
Weighted Average Exercise Price Per Share Ending Balance | $ 0.74 | $ 1.89 | ||
Weighted Average Fair Value of Options Ending Balance | $ 0.74 | $ 1.72 | ||
Weighted Average Remaining Contractual Life (Years) Ending Balance | 4 years 2 months 8 days | |||
Aggregate Intrinsic Value Ending Balance | ||||
Options Exercisable | ||||
Weighted Average Exercise Price Per Share, Exercisable | ||||
Weighted Average Fair Value of Options, Exercisable | ||||
Aggregate Intrinsic Value, Exercisable |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Dec. 22, 2021 | Aug. 12, 2021 | Jul. 26, 2021 | May 12, 2021 | Dec. 21, 2021 | Oct. 28, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Option to exercisable price per share | ||||||||||
Share based compensation description | The option vested 50% upon issuance and the remaining (50%) in five (5) equal monthly installments commencing on December 4, 2021 and becoming fully vested on April 4, 2022. Ms. Rizvi’s acceptance of the option and the option granted thereunder waived any right to receive a two percent (2%) transaction bonus upon a sale of the Company pursuant to that certain offer letter by and between the Company and Ms. Rizvi dated April 1, 2021. | |||||||||
Restricted stock award | 50,000 | 0 | ||||||||
Unrecognized tax benefits | $ 0 | |||||||||
Option to purchase shares | 5,399,441 | 171,703 | 171,703 | |||||||
Exercise price per share | $ 0.74 | $ 1.89 | $ 1.89 | |||||||
Expected Term | 5 years | 5 years | ||||||||
Options Granted | 50,000 | 18,750 | 5,227,738 | |||||||
Granted fair value | ||||||||||
Share-based payment arrangement, expense | $ 400,000 | |||||||||
Cannata [Member] | Agreement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Option to purchase shares | 1,673,994 | |||||||||
Exercise price per share | $ 1.12 | |||||||||
Granted fair value | $ 1.11 | |||||||||
Expected Term | 7 years 6 months | |||||||||
Expected Volatility Rate | 205.00% | |||||||||
Discount Rate | 1.34% | |||||||||
Expected Dividend Rate | 0.00% | |||||||||
Share-based payment arrangement, expense | $ 653,000 | $ 144,000 | ||||||||
Dillashaw [Member] | Agreement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Expected Term | 1 year | |||||||||
Expected Volatility Rate | 206.00% | |||||||||
Discount Rate | 1.34% | |||||||||
Expected Dividend Rate | 0.00% | |||||||||
Granted fair value | $ 78,000 | |||||||||
May [Member] | Agreement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Option to purchase shares | 1,673,994 | |||||||||
Exercise price per share | $ 0.70 | |||||||||
Expected Term | 7 years 6 months | |||||||||
Expected Volatility Rate | 208.00% | |||||||||
Discount Rate | 1.44% | |||||||||
Expected Dividend Rate | 0.00% | |||||||||
Granted fair value | $ 2,000,000 | |||||||||
Sabina Rizvi [Member] | Agreement [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Option to purchase shares | 1,811,000 | |||||||||
Exercise price per share | $ 0.40 | |||||||||
Expected Term | 7 years | |||||||||
Expected Volatility Rate | 208.00% | |||||||||
Discount Rate | 1.39% | |||||||||
Expected Dividend Rate | 0.00% | |||||||||
Granted fair value | $ 721,000 | |||||||||
2021 and Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Purchase of share based compensation | 1,811,000 | |||||||||
Option to exercisable price per share | $ 0.40 | |||||||||
2015 Incentive Compensation Plan [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||||||||
Shares issued | 2,000,000 | |||||||||
Granted shares | 576,494 | |||||||||
Maximum number of shares granted to employee | 350,000 | |||||||||
Adjustment to cash paid | $ 1,500,000 |
Defined Contribution Plan (Deta
Defined Contribution Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, employer discretionary contribution amount | $ 55,000 | $ 87,000 |
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 | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share [Abstract] | ||||
Net Income (loss) | $ (6,301) | $ 94 | $ (12,866) | $ 3,185 |
Weighted average common shares used in computing net income (loss) per share, basic | 33,386,200 | 33,119,549 | 33,386,200 | 32,812,462 |
Potentially diluted securities | 12,373,071 | 8,359,999 | ||
Weighted average common shares used in computing net income (loss) per share, diluted | 33,386,200 | 45,492,620 | 33,386,200 | 41,172,461 |
Net income (loss) per share, basic | $ (0.19) | $ 0 | $ (0.39) | $ 0.10 |
Net income (loss) per share, diluted | (0.39) | 0.08 | ||
Net income (loss) per share, diluted | $ (0.19) | $ 0 | $ (0.39) | $ 0.08 |
Schedule of Outstanding Potenti
Schedule of Outstanding Potentially Dilutive Securities (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 38,909,936 | 12,544,774 | 38,909,936 | 171,703 |
Stock Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 5,399,441 | 171,703 | 5,399,441 | 171,703 |
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 17,355,700 | 17,355,700 | ||
Convertible Notes [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total common stock equivalents | 16,154,795 | 12,373,071 | 16,154,795 |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details Narrative) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Potentially diluted securities | 16,154,795 | |
Stock option exercise price | $ 0.80 | |
Warrant exercise price | $ 0.78 | |
Vested stock option dilutive | 1,651,884 | |
Average exercise price of the stock options and warrants | $ 0.78 |
Schedule of Components of Incom
Schedule of Components of Income (Loss) Before Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Domestic | $ (12,874) | $ 3,160 | ||
Foreign | 6 | |||
Income (loss) before provision for income taxes | $ (6,301) | $ 94 | $ (12,874) | $ 3,166 |
Schedule of Portions of Deferre
Schedule of Portions of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 12,988 | $ 10,656 |
Stock compensation | 433 | 290 |
Other | 2,891 | 2,606 |
Gross deferred tax assets | 16,312 | 13,552 |
Valuation allowance | (16,312) | (13,552) |
Net deferred tax assets |
Schedule of Income Tax (Benefit
Schedule of Income Tax (Benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | (8) | (19) |
Foreign | 10 | |
Current income tax expense | (8) | (9) |
Federal | ||
State | ||
Foreign | ||
Deferred income tax provision | ||
Benefit for income taxes, net | $ (8) | $ (9) |
Schedule of Income Tax (Benef_2
Schedule of Income Tax (Benefit) Provision Differs from Those Computed Using the Statutory Federal Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected provision at statutory federal rate | $ 2,700 | $ 665 |
State tax — net of federal benefit | (6) | 18 |
Foreign income/losses taxed at different rates | 9 | |
Other | 200 | (38) |
Change in valuation allowance | (2,902) | (663) |
Income tax benefit | $ (8) | $ (9) |
Schedule of Reconciliation of t
Schedule of Reconciliation of the Beginning and Ending Amount of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Gross UTB’s, beginning balance | $ 128 | |
Reductions for tax positions taken in a prior year | (128) | |
Gross UTB’s, ending balance |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets, Valuation Allowance | $ 16,312 | $ 13,552 |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 2,800 | 18,700 |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 49,200 | 42,000 |
Domestic Tax Authority [Member] | Expire Between 2031 And 2038 [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 14,200 | |
Domestic Tax Authority [Member] | Indefinitely [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | 35,000 | |
State and Local Jurisdiction [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating Loss Carryforwards | $ 41,000 | $ 32,000 |
Schedule of Significant Segment
Schedule of Significant Segment Business Going Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue, net | $ 13,101 | $ 13,121 | $ 50,042 | $ 64,440 |
Protein Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, net | 12,000 | 13,121 | 49,468 | 64,440 |
Energy Drinks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue, net | $ 1,101 | $ 574 |
Schedule of Business Revenue an
Schedule of Business Revenue and Profits (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Revenue | $ 13,101 | $ 50,042 | ||
Cost of Revenue | 11,592 | 44,671 | ||
Gross Profit | 1,509 | $ 3,689 | 5,371 | $ 19,609 |
Protein Products [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 12,000 | 49,468 | ||
Cost of Revenue | 10,875 | 44,354 | ||
Gross Profit | 1,125 | 5,114 | ||
Energy Drinks [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Revenue | 1,101 | 574 | ||
Cost of Revenue | 717 | 317 | ||
Gross Profit | $ 384 | $ 257 |
Schedule of Revenue, Major Geog
Schedule of Revenue, Major Geographical Areas (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 100.00% | 100.00% | 100.00% | 100.00% |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 94.00% | 71.00% | 70.00% | 72.00% |
Other Countries [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue | 6.00% | 29.00% | 30.00% | 28.00% |
Schedule of Revenue, Net by Geo
Schedule of Revenue, Net by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | $ 13,101 | $ 13,121 | $ 50,042 | $ 64,440 |
International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | 733 | 3,847 | 15,233 | 17,862 |
Protein Products [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | 12,000 | 13,121 | 49,468 | 64,440 |
Protein Products [Member] | UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | 11,297 | 9,274 | 34,702 | 46,578 |
Protein Products [Member] | International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | 703 | 3,847 | 14,766 | 17,862 |
Energy Drinks [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | 1,101 | 574 | ||
Energy Drinks [Member] | UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | 1,070 | 107 | ||
Energy Drinks [Member] | International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | $ 31 | $ 467 |
Segment Information and Geogr_3
Segment Information and Geographic Data (Details Narrative) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Segment Reporting [Abstract] | ||||
Accounted revenue | 5.00% | 5.00% | 5.00% | 5.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 01, 2022 | Mar. 08, 2022 | Jan. 31, 2022 | Jan. 31, 2022 | Jan. 24, 2022 | Mar. 18, 2022 |
Bakery Bam [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Contract with customer breach | $ 1,900,000 | |||||
Order of services | 77,800 | |||||
Specific ingredients | 42,400 | |||||
Purchase agreements | $ 1,816,017 | |||||
Bakery Bam [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Contract with customer breach | $ 1,900,000 | |||||
Order of services | 77,800 | |||||
Specific ingredients | 42,400 | |||||
Purchase agreements | $ 1,816,017 | |||||
Barnes And Thornburg [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Unpaid invoices | $ 885,163.72 | |||||
Raw materials allegedly | 4,658,593.02 | |||||
Barnes And Thornburg [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Unpaid invoices | 885,163.72 | |||||
Raw materials allegedly | $ 4,658,593.02 | |||||
Flavor Producers LLC [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Compensatory damages | $ 389,989.60 | |||||
Flavor Producers LLC [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Compensatory damages | $ 389,989.60 | |||||
Forecast [Member] | Chief Executive Officer [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Initial borrow of notes | $ 3,000,000 | |||||
Accrued interest percentage | 18.00% | |||||
Issued discounts senior secured notes | 14.00% |
Schedule of Other Long-Term Lia
Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total other long term liabilities | $ 1,861 | $ 2,326 |
Settlements Llong Term Nutrablend And 4 Excelsior [Member] | ||
Debt Instrument [Line Items] | ||
Total other long term liabilities | $ 1,861 | $ 2,326 |