Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 10, 2023 | |
Document Information [Line Items] | ||
Entity Central Index Key | 0001374328 | |
Entity Registrant Name | FITLIFE BRANDS, INC. | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 000-52369 | |
Entity Incorporation, State or Country Code | NV | |
Entity Tax Identification Number | 20-3464383 | |
Entity Address, Address Line One | 5214 S. 136th Street | |
Entity Address, City or Town | Omaha | |
Entity Address, State or Province | NE | |
Entity Address, Postal Zip Code | 68137 | |
City Area Code | 402 | |
Local Phone Number | 884-1894 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 4,589,641 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 7,343 | $ 13,277 |
Restricted cash | 969 | 0 |
Accounts receivable, net of allowance of doubtful accounts of $33 and $50, respectively | 1,428 | 705 |
Inventories, net of allowance for obsolescence of $142 and $107, respectively | 7,724 | 9,105 |
Sales tax receivable | 1,276 | 0 |
Prepaid expense and other current assets | 787 | 116 |
Total current assets | 19,527 | 23,203 |
Deposit for MusclePharm asset acquisition | 1,825 | 0 |
Property and equipment, net | 199 | 46 |
Right of use asset | 141 | 103 |
Intangibles, net of amortization of $103 and $72, respectively (provisional) | 7,746 | 150 |
Goodwill (provisional) | 13,321 | 358 |
Deferred tax asset | 1,213 | 1,847 |
TOTAL ASSETS | 43,972 | 25,707 |
CURRENT LIABILITIES: | ||
Accounts payable | 2,379 | 2,995 |
Accrued expense and other liabilities | 1,828 | 631 |
Product returns | 587 | 590 |
Term loan – current portion | 2,500 | 0 |
Lease liability - current portion | 94 | 54 |
Total current liabilities | 7,388 | 4,270 |
Term loan, net of current portion | 8,750 | 0 |
Long-term lease liability, net of current portion | 59 | 49 |
Deferred tax liability | 2,526 | 0 |
TOTAL LIABILITIES | 18,723 | 4,319 |
STOCKHOLDERS’ EQUITY: | ||
Preferred stock, $0.01 par value, 10,000 shares authorized, none outstanding as of September 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock, $0.01 par value, 60,000 shares authorized; 4,446 and 4,507 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 44 | 45 |
Additional paid-in capital | 30,151 | 30,056 |
Accumulated deficit | (4,897) | (8,713) |
Foreign currency translation adjustment | (49) | 0 |
TOTAL STOCKHOLDERS' EQUITY | 25,249 | 21,388 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 43,972 | $ 25,707 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) shares in Thousands, $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Allowance of doubtful accounts | $ 33 | $ 50 |
Allowance for obsolescence | 142 | 107 |
Intangibles amortization | $ 103 | $ 72 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 10,000 | 10,000 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 60,000 | 60,000 |
Common stock, shares issued (in shares) | 4,446 | 4,507 |
Common stock, shares outstanding (in shares) | 4,446 | 4,507 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 13,902 | $ 8,314 | $ 39,401 | $ 23,433 |
Cost of goods sold | 8,206 | 5,070 | 23,332 | 13,587 |
Gross profit | 5,696 | 3,244 | 16,069 | 9,846 |
OPERATING EXPENSE: | ||||
Selling, general and administrative | 3,172 | 1,680 | 8,758 | 4,620 |
Merger and acquisition related expense | 32 | 6 | 1,519 | 214 |
Depreciation and amortization | 22 | 17 | 64 | 49 |
Total operating expense | 3,226 | 1,703 | 10,341 | 4,883 |
OPERATING INCOME | 2,470 | 1,541 | 5,728 | 4,963 |
OTHER INCOME | ||||
Interest income | (119) | (43) | (269) | (59) |
Interest expense | 249 | 0 | 598 | 0 |
Foreign exchange loss | 210 | 0 | 93 | 0 |
Total other (income) expense | 340 | (43) | 422 | (59) |
NET INCOME BEFORE TAX PROVISION | 2,130 | 1,584 | 5,306 | 5,022 |
PROVISION FOR INCOME TAXES | 434 | 364 | 1,490 | 1,066 |
NET INCOME | $ 1,696 | $ 1,220 | $ 3,816 | $ 3,956 |
NET INCOME PER SHARE | ||||
Basic (in dollars per share) | $ 0.38 | $ 0.27 | $ 0.86 | $ 0.87 |
Diluted (in dollars per share) | $ 0.35 | $ 0.24 | $ 0.78 | $ 0.79 |
Basic weighted average common shares (in shares) | 4,446 | 4,556 | 4,458 | 4,555 |
Diluted weighted average common shares (in shares) | 4,891 | 4,988 | 4,901 | 4,979 |
COMPREHENSIVE INCOME: | ||||
Net income | $ 1,696 | $ 1,220 | $ 3,816 | $ 3,956 |
Foreign currency translation adjustment | (318) | 0 | (49) | 0 |
Comprehensive income | $ 1,378 | $ 1,220 | $ 3,767 | $ 3,956 |
Condensed Consolidated Statem_2
Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock Outstanding [Member] | Common Stock [Member] | Treasury Stock, Common [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Foreign Currency Adjustment Attributable to Noncontrolling Interest [Member] | Total |
Balance (in shares) at Dec. 31, 2021 | 4,553 | ||||||
Balance at Dec. 31, 2021 | $ 46 | $ (2,087) | $ 32,529 | $ (13,142) | $ 0 | $ 17,346 | |
Stock-based compensation | 0 | 0 | 295 | 0 | 0 | 295 | |
Net income | 0 | 0 | 0 | 3,956 | 0 | 3,956 | |
Retirement of treasury shares | 0 | 2,087 | (2,087) | 0 | 0 | 0 | |
Exercise of stock options (in shares) | 3 | ||||||
Exercise of stock options | 0 | 0 | 29 | 0 | 0 | 29 | |
Balance (in shares) at Sep. 30, 2022 | 4,556 | ||||||
Balance at Sep. 30, 2022 | 46 | 0 | 30,766 | (9,186) | 0 | 21,626 | |
Balance (in shares) at Jun. 30, 2022 | 4,556 | ||||||
Balance at Jun. 30, 2022 | 46 | 0 | 30,675 | (10,406) | 0 | 20,315 | |
Stock-based compensation | 0 | 0 | 91 | 0 | 0 | 91 | |
Net income | 0 | 0 | 0 | 1,220 | 0 | 1,220 | |
Balance (in shares) at Sep. 30, 2022 | 4,556 | ||||||
Balance at Sep. 30, 2022 | 46 | 0 | 30,766 | (9,186) | 0 | 21,626 | |
Balance (in shares) at Dec. 31, 2022 | 4,507 | ||||||
Balance at Dec. 31, 2022 | 45 | 0 | 30,056 | (8,713) | 0 | $ 21,388 | |
Exercise of stock options (in shares) | 0 | ||||||
Balance (in shares) at Jun. 30, 2023 | 4,446 | ||||||
Balance at Jun. 30, 2023 | 44 | 0 | 30,130 | (6,593) | 269 | $ 23,850 | |
Balance (in shares) at Dec. 31, 2022 | 4,507 | ||||||
Balance at Dec. 31, 2022 | 45 | 0 | 30,056 | (8,713) | 0 | 21,388 | |
Stock-based compensation | 0 | 0 | 94 | 0 | 0 | 94 | |
Comprehensive (loss) income | 0 | 0 | 0 | 0 | (49) | (49) | |
Net income | 0 | 0 | 0 | 3,816 | 0 | 3,816 | |
Shares surrendered in legal settlement (in shares) | (61) | ||||||
Shares surrendered in legal settlement | (1) | 0 | 1 | 0 | 0 | 0 | |
Balance (in shares) at Sep. 30, 2023 | 4,446 | ||||||
Balance at Sep. 30, 2023 | 44 | 0 | 30,151 | (4,897) | (49) | 25,249 | |
Balance (in shares) at Jun. 30, 2023 | 4,446 | ||||||
Balance at Jun. 30, 2023 | 44 | 0 | 30,130 | (6,593) | 269 | 23,850 | |
Stock-based compensation | 0 | 0 | 21 | 0 | 0 | 21 | |
Comprehensive (loss) income | 0 | 0 | 0 | 0 | (318) | (318) | |
Net income | 0 | 0 | 0 | 1,696 | 0 | 1,696 | |
Balance (in shares) at Sep. 30, 2023 | 4,446 | ||||||
Balance at Sep. 30, 2023 | $ 44 | $ 0 | $ 30,151 | $ (4,897) | $ (49) | $ 25,249 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 3,816 | $ 3,956 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 64 | 49 |
Allowance for doubtful accounts | (17) | (5) |
Allowance for inventory obsolescence | 35 | 147 |
Stock compensation expense | 94 | 295 |
Changes in operating assets and liabilities: | ||
Accounts receivable - trade | (498) | (585) |
Inventories | 2,534 | (1,205) |
Deferred tax asset | 709 | 1,053 |
Prepaid expense and other assets | (463) | 93 |
Right-of-use asset | 60 | 41 |
Accounts payable | (3,570) | 1,086 |
Lease liability | (60) | (41) |
Product returns | (3) | (15) |
Accrued expense and other liabilities | 71 | 134 |
Net cash provided by operating activities | 2,772 | 5,003 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (60) | 0 |
Cash paid for acquisition of Mimi’s Rock Corp. | (17,099) | 0 |
Cash deposit paid for the acquisition of assets | (1,825) | |
Net cash used in investing activities | (18,984) | 0 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from exercise of stock options | 0 | 29 |
Borrowings on term loan | 12,500 | 0 |
Payments on term loan | (1,250) | 0 |
Net cash provided by financing activities | 11,250 | 29 |
Foreign currency impact on cash | (3) | 0 |
CHANGE IN CASH AND RESTRICTED CASH | (4,965) | 5,032 |
CASH, BEGINNING OF PERIOD | 13,277 | 9,897 |
CASH AND RESTRICTED CASH, END OF PERIOD | $ 8,312 | $ 14,929 |
Note 1 - Description of Busines
Note 1 - Description of Business | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | NOTE 1 Summary FitLife Brands, Inc. (the “ Company NDS Products iSatori Products MRC Products GNC FitLife Brands is headquartered in Omaha, Nebraska. For more information on the Company, please go to www.fitlifebrands.com. The Company’s common stock, par value $0.01 per share (“ Common Stock Recent Developments Acquisition of Mimi s Rock Corp On December 4, 2022, MRC February 28, 2023, 8 Inflation The Company has experienced inflationary pressure with regard to the procurement of many of its products. Thus far, the Company has been able to partially offset the impact of inflation through price increases to its customers. In the future, however, further inflationary pressure could adversely affect the Company’s operating performance if market conditions no |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Basis of Accounting [Text Block] | NOTE 2 The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10 8 X. not three nine September 30, 2023 not may December 31, 2023. not 10 December 31, 2022, SEC March 24, 2023. |
Note 3 - Summary of Significant
Note 3 - Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Significant Accounting Policies [Text Block] | NOTE 3 The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States (“ GAAP Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements. Foreign Currency Translation The functional currency of the Company is the U.S. dollar. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using end-of-period exchange rates. Changes in reported amounts of assets and liabilities of foreign subsidiaries that occur as a result of changes in exchange rates between foreign subsidiaries’ functional currencies and the U.S. dollar are included in foreign currency translation adjustment. Foreign currency translation adjustment is included as a component of stockholders’ equity in the accompanying condensed consolidated balance sheets. Revenue and expense transactions use an average rate prevailing during the period of the related transaction. Transaction gains and losses that arise from exchange rate fluctuations denominated in a currency other than the functional currency of each subsidiary are included in the results of operations as incurred. Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expense recognized during the periods presented. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, allowance for inventory obsolescence, depreciable lives of property and equipment, purchase price allocations for business combinations, analysis of impairment of goodwill, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. Basic and Diluted Income Per Share Our computation of earnings per share (“ EPS may Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Net income $ 1,696 $ 1,220 $ 3,816 $ 3,956 Weighted average common shares - basic 4,446 4,556 4,458 4,555 Dilutive effect of outstanding warrants and stock options 445 432 443 424 Weighted average common shares - diluted 4,891 4,988 4,901 4,979 Net income per common share: Basic $ 0.38 $ 0.27 $ 0.86 $ 0.87 Diluted $ 0.35 $ 0.24 $ 0.78 $ 0.79 Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three September 30, 2023, Lease We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 84 months. We determine if an arrangement is a lease at inception. Leased assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our condensed consolidated balance sheets. Fair Value Measurements The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Financial Accounting Standards Board (“ FASB ASC 820, Fair Value Measurement three ● Level 1 ● Level 2 1 not ● Level 3 may The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments. The carrying values of the line of credit and long-term financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not may not one may Goodwill The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not first not As the Company uses the market approach to determine fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. Management determined there were no September 30, 2023 December 31, 2022. Customer and Vendor Concentration Net sales to GNC during the three September 30, 2023 2022 nine September 30, 2023 2022 September 30, 2023 December 31, 2022, As of September 30, 2023, December 31, 2022, one nine September 30, 2023, nine September 30, 2022, two Revenue Recognition The Company’s revenue is comprised of sales of nutritional supplements and wellness products to consumers. The Company accounts for revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers ASC 606 606 606 five 1 2 3 4 5 606, All products sold by the Company are distinct individual products and consist of nutritional supplements and wellness products. The products are offered for sale solely as finished goods, and there are no The Company evaluated principal versus agent considerations to determine appropriateness of recording platform fees paid to Amazon as an expense or as a reduction of revenue. The Company records platform fees paid to Amazon for distribution of Company products to cost of goods sold in the condensed consolidated statements of income and comprehensive income. Platform fees are not 1 2 third Logistic Providers 3 4 5 6 7 The Company disaggregates revenue into geographical regions and distribution channels. The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Online revenue during the three September 30, 2023 nine September 30, 2023 three nine September 30, 2022 Sales to customers in the United States were approximately 92% and 99% during the three September 30, 2023 2022, nine September 30, 2023 2022, Control of products we sell transfers to customers upon shipment from our facilities or delivery to our customers, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than promised goods to the customer. Payments for sales are generally made by check, credit card, or wire transfer. Historically the Company has not For direct-to-consumer sales, the Company allows for returns within 30 may A right of return does not not Income Taxes Provision for income taxes consists of current and deferred tax expense. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted in the countries where the Company and its subsidiaries operate and generate taxable income. The Company accounts for income taxes using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets may not not The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates. During the nine September 30, 2023, 8 nine September 30, 2023 2022, Sales Taxes The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third Recently Issued Accounting Pronouncements In June 2016, 2016 13, Financial Instruments Credit Losses (Topic 326 ASU 2016 13 2016 13 CECL 2016 13 2016 13 December 15, 2019. November 2019, 2019 10, 2016 13 December 15, 2022 January 1, 2023. not Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not not |
Note 4 - Inventories
Note 4 - Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | NOTE 4 INVENTORIES The Company’s inventory is carried at the lower of cost or net realizable value using the first first FIFO The Company recognizes an allowance for obsolescence for expiring, excess, and slow-moving inventory. To calculate the allowance, the Company analyzes sales projections for each SKU relative to the remaining shelf life of the product. The value of any finished goods inventory projected to expire prior to sale is included in the allowance. The total allowance for expiring, excess and slow-moving inventory items as of September 30, 2023 December 31, 2022 September 30, 2023 December 31, 2022 September 30, December 31, 2023 2022 (Unaudited) Finished goods $ 7,042 $ 8,347 Components 824 865 Allowance for obsolescence (142 ) (107 ) Total $ 7,724 $ 9,105 |
Note 5 - Property and Equipment
Note 5 - Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 The Company had property and equipment as of September 30, 2023 December 31, 2022 September 30, December 31, 2023 2022 (Unaudited) Equipment $ 1,004 $ 902 Accumulated depreciation (805 ) (856 ) Total $ 199 $ 46 Depreciation expense for the three September 30, 2023 2022 nine September 30, 2023 2022 |
Note 6 - Notes Payable
Note 6 - Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | NOTE 6 NOTES PAYABLE Debt obligations consisted of the following: September 30, 2023 December 31, 2022 (Unaudited) Term loan – current portion $ 2,500 $ - Term loan, net of current portion 8,750 - Total $ 11,250 $ - Amended and Restated Credit Agreement – First Citizens Bank On February 23, 2023 ( Loan Closing Date Bank Credit Agreement September 24, 2019, Term Loan Line of Credit Loan Pursuant to the Credit Agreement: (A) the Term Loan (i) accrues interest at a per annum rate equal to 2.75% above the one Applicable Rate Term SOFR Rate two first Rate Adjustment Date March 10th, June 10th, September 10th, December 10th June 10, 2023, February 28, 2028 ( Term Loan Maturity Date Advances April 1, 2023, 1st December 23, 2023, LOC Termination Date may one The Agreement contains customary events of default (each an “ Event of Default may not 1.00 twelve March 31, 2023, not 1.00 twelve March 31, 2024, June 30, 2024 not September 30, 2023. As of September 30, 2023, Maturities of the Company's Term Loan are as follows: Year ending 2023 (remaining three months) $ 625 2024 2,500 2025 2,500 2026 2,500 2027 2,500 2028 625 Total term loan outstanding as of September 30, 2023 $ 11,250 |
Note 7 - Equity
Note 7 - Equity | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Equity [Text Block] | NOTE 7 The Company is authorized to issue 60.0 million shares of Common Stock, $0.01 par value per share, of which 4,446 and 4,507 shares of Common Stock were issued and outstanding as of September 30, 2023 December 31, 2022, Common Stock Issued for Services In February 2021, RSUs three September 30, 2023 2022, nine September 30, 2023 2022, September 30, 2023, no Share Repurchase Program On March 17, 2023, During the three nine September 30, 2023, not 2023 September 30, 2023, may 2023 Treasury Shares In January 2022, September 30, 2023, Other During the quarter ended March 31, 2023, Options Information regarding options outstanding as of September 30, 2023 Number of Weighted Average Exercise Weighted Average Remaining Life Options Price (Years) Outstanding, December 31, 2022 379 $ 3.09 5.3 Issued 2 18.15 4.9 Exercised - - - Forfeited (3 ) 30.31 - Outstanding, September 30, 2023 378 $ 2.92 4.6 Outstanding Exercisable Exercise Price Per share Total Number of Options Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number of Vested Options Weighted Average Exercise Price $ 0.70 - 5.24 358 4.7 $ 2.25 326 $ 1.98 $ 11.55 - 18.15 20 3.0 $ 14.91 14 $ 14.28 378 4.6 $ 2.92 340 $ 2.47 The closing price for the Company’s Common Stock on September 30, 2023 In August 2023, five one fourth three not not During the three September 30, 2023 2022, nine September 30, 2023 2022, September 30, 2023 Warrants Total outstanding warrants to purchase shares of Common Stock as of September 30, 2023 December 31, 2022 September 30, 2023 three nine September 30, 2023 December 31, 2022 , September 30, 2023, Outstanding Exercise Price Issuance Date Expiration Date Vesting 143 $ 1.15 11/13/18 11/13/23 Yes |
Note 8 - Acquisition of Mimi's
Note 8 - Acquisition of Mimi's Rock Corp | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | NOTE 8 ACQUISITION OF MIMI S ROCK CORP On December 4, 2022, MRC February 28, 2023. During the three nine September 30, 2023, The Company accounted for the acquisition as a business combination under Accounting Standards Codification (“ ASC 805, 10 not one February 28, 2023 Assets acquired (provisional): Accounts receivable $ 1,521 Inventories 1,181 Prepaid expense and other assets 161 Right of use asset 100 Property and equipment 77 Intangible assets 7,602 Goodwill 12,830 Total assets 23,472 Liabilities assumed (provisional): Accounts payable and accrued expense (2,911 ) Income tax payable (885 ) Product returns (23 ) Lease liabilities (110 ) Deferred tax liabilities (2,444 ) Total liabilities (6,373 ) Purchase price $ 17,099 The purchase was intended to augment and diversify the Company’s product offerings and lineup. Key factors that contributed to the recorded intangible assets and goodwill were the opportunity to complement existing operations of the Company and the opportunity to generate future synergies within the nutritional supplement and wellness business. Pro Forma Condensed Combined Financial Information (Unaudited) (In thousands) The following presents the Company’s unaudited pro forma financial information for the three nine September 30, 2023 2022, January 1, 2022. three nine September 30, 2022, Three months ended Nine months ended Nine months ended September 30, September 30, September 30, 2022 2023 2022 Revenue $ 16,156 $ 44,455 $ 46,669 Net income $ 1,020 $ 5,419 $ 3,976 Diluted net income per share $ 0.20 $ 1.09 $ 0.80 The pro forma adjustments do not not MRC revenue and net income for the three September 30, 2023 February 28, 2023 September 30, 2023 |
Note 9 - Commitments and Contin
Note 9 - Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 9 COMMITMENTS AND CONTINGENCIES We are currently not no |
Note 10 - Subsequent Events
Note 10 - Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | NOTE 10 SUBSEQUENT EVENTS Acquisition of MusclePharm Assets On October 10, 2023 (“ the Closing Date MusclePharm 363 none de minimus The assets acquired primarily consist of intellectual property. The Company is in the process of determining the fair value of the tangible and intangible assets of MusclePharm. The purchase price, which will also include direct acquisition-related expenses, will be allocated to the tangible and intangible assets according to relevant accounting guidance for asset acquisitions. Second Amended and Restated Credit Agreement – First Citizens Bank On October 10, 2023 ( Closing Date Amended Credit Agreement Term B Loan Term B Note Under the Amended Credit Agreement: (i) the Term B Loan accrues interest at a per annum rate equal to the Applicable rate, based on the Term SOFR Rate, as in effect two March 10 th June 10 th September 10 th December 10 th December 10 th 2023, October 10, 2028, Also on the Closing Date: (i) the Company entered into the Term B Note evidencing the Term B Loan; and (ii) each of the Company and its subsidiaries, NDS Nutrition Products, Inc., iSatori, Inc., 1000374984 Guarantors Reaffirmation Agreement February 23, 2023, Guaranty Agreement |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The functional currency of the Company is the U.S. dollar. The assets and liabilities of the Company’s foreign subsidiaries are translated into U.S. dollars using end-of-period exchange rates. Changes in reported amounts of assets and liabilities of foreign subsidiaries that occur as a result of changes in exchange rates between foreign subsidiaries’ functional currencies and the U.S. dollar are included in foreign currency translation adjustment. Foreign currency translation adjustment is included as a component of stockholders’ equity in the accompanying condensed consolidated balance sheets. Revenue and expense transactions use an average rate prevailing during the period of the related transaction. Transaction gains and losses that arise from exchange rate fluctuations denominated in a currency other than the functional currency of each subsidiary are included in the results of operations as incurred. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates and Assumptions The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect (i) the reported amounts of assets and liabilities, (ii) the disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and (iii) the reported amount of net sales and expense recognized during the periods presented. Those estimates and assumptions include estimates for reserves of uncollectible accounts receivable, allowance for inventory obsolescence, depreciable lives of property and equipment, purchase price allocations for business combinations, analysis of impairment of goodwill, realization of deferred tax assets, accruals for potential liabilities and assumptions made in valuing stock instruments issued for services. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Income Per Share Our computation of earnings per share (“ EPS may Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Net income $ 1,696 $ 1,220 $ 3,816 $ 3,956 Weighted average common shares - basic 4,446 4,556 4,458 4,555 Dilutive effect of outstanding warrants and stock options 445 432 443 424 Weighted average common shares - diluted 4,891 4,988 4,901 4,979 Net income per common share: Basic $ 0.38 $ 0.27 $ 0.86 $ 0.87 Diluted $ 0.35 $ 0.24 $ 0.78 $ 0.79 |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity from the date of purchase of three September 30, 2023, |
Lessee, Leases [Policy Text Block] | Lease We lease certain corporate office space and office equipment under lease agreements with monthly payments over a period of 36 to 84 months. We determine if an arrangement is a lease at inception. Leased assets are presented as operating lease right-of-use assets and the related liabilities are presented as lease liabilities in our condensed consolidated balance sheets. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements The Company uses various inputs in determining the fair value of its investments and measures these assets on a recurring basis. Financial assets recorded at fair value in the balance sheets are categorized by the level of objectivity associated with the inputs used to measure their fair value. Financial Accounting Standards Board (“ FASB ASC 820, Fair Value Measurement three ● Level 1 ● Level 2 1 not ● Level 3 may The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments. The carrying values of the line of credit and long-term financing obligations approximate their fair values due to the fact that the interest rates on these obligations are based on prevailing market interest rates. |
Business Combinations Policy [Policy Text Block] | Acquisitions and Business Combinations The Company allocates the fair value of purchase consideration to the tangible assets acquired, liabilities assumed, and separately identified intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets. Significant estimates in valuing certain intangible assets include, but are not may not one may |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill The Company has determined that it has a single reporting unit for purposes of performing its goodwill impairment test. The Company reviews goodwill for impairment on an annual basis or whenever events or changes in circumstances indicate the carrying value may not first not As the Company uses the market approach to determine fair value of the reporting unit, the price of its common stock is an important component of the fair value calculation. If the Company’s stock price experiences significant price and volume fluctuations, this will impact the fair value of the reporting unit, which can lead to potential impairment in future periods. Management determined there were no September 30, 2023 December 31, 2022. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Customer and Vendor Concentration Net sales to GNC during the three September 30, 2023 2022 nine September 30, 2023 2022 September 30, 2023 December 31, 2022, As of September 30, 2023, December 31, 2022, one nine September 30, 2023, nine September 30, 2022, two |
Revenue from Contract with Customer [Policy Text Block] | Revenue Recognition The Company’s revenue is comprised of sales of nutritional supplements and wellness products to consumers. The Company accounts for revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers ASC 606 606 606 five 1 2 3 4 5 606, All products sold by the Company are distinct individual products and consist of nutritional supplements and wellness products. The products are offered for sale solely as finished goods, and there are no The Company evaluated principal versus agent considerations to determine appropriateness of recording platform fees paid to Amazon as an expense or as a reduction of revenue. The Company records platform fees paid to Amazon for distribution of Company products to cost of goods sold in the condensed consolidated statements of income and comprehensive income. Platform fees are not 1 2 third Logistic Providers 3 4 5 6 7 The Company disaggregates revenue into geographical regions and distribution channels. The Company determines that disaggregating revenue into these categories achieves the disclosure objective to depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors. Online revenue during the three September 30, 2023 nine September 30, 2023 three nine September 30, 2022 Sales to customers in the United States were approximately 92% and 99% during the three September 30, 2023 2022, nine September 30, 2023 2022, Control of products we sell transfers to customers upon shipment from our facilities or delivery to our customers, and the Company’s performance obligations are satisfied at that time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than promised goods to the customer. Payments for sales are generally made by check, credit card, or wire transfer. Historically the Company has not For direct-to-consumer sales, the Company allows for returns within 30 may A right of return does not not |
Income Tax, Policy [Policy Text Block] | Income Taxes Provision for income taxes consists of current and deferred tax expense. Current tax expense is the expected tax payable on the taxable income for the year, using tax rates enacted in the countries where the Company and its subsidiaries operate and generate taxable income. The Company accounts for income taxes using the asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets may not not The income tax provision for interim periods is determined using an estimate of the annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter, the estimate of the annual effective tax rate is updated, and if the estimated effective tax rate changes, a cumulative adjustment is made. There is potential for volatility of the effective tax rate due to several factors, including changes in the mix of the pre-tax income and the jurisdictions to which it relates. During the nine September 30, 2023, 8 nine September 30, 2023 2022, |
Sales Taxes [Policy Text Block] | Sales Taxes The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In June 2016, 2016 13, Financial Instruments Credit Losses (Topic 326 ASU 2016 13 2016 13 CECL 2016 13 2016 13 December 15, 2019. November 2019, 2019 10, 2016 13 December 15, 2022 January 1, 2023. not Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC did not not |
Note 3 - Summary of Significa_2
Note 3 - Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2023 2022 2023 2022 Net income $ 1,696 $ 1,220 $ 3,816 $ 3,956 Weighted average common shares - basic 4,446 4,556 4,458 4,555 Dilutive effect of outstanding warrants and stock options 445 432 443 424 Weighted average common shares - diluted 4,891 4,988 4,901 4,979 Net income per common share: Basic $ 0.38 $ 0.27 $ 0.86 $ 0.87 Diluted $ 0.35 $ 0.24 $ 0.78 $ 0.79 |
Note 4 - Inventories (Tables)
Note 4 - Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | September 30, December 31, 2023 2022 (Unaudited) Finished goods $ 7,042 $ 8,347 Components 824 865 Allowance for obsolescence (142 ) (107 ) Total $ 7,724 $ 9,105 |
Note 5 - Property and Equipme_2
Note 5 - Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Property, Plant and Equipment [Table Text Block] | September 30, December 31, 2023 2022 (Unaudited) Equipment $ 1,004 $ 902 Accumulated depreciation (805 ) (856 ) Total $ 199 $ 46 |
Note 6 - Notes Payable (Tables)
Note 6 - Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Debt [Table Text Block] | September 30, 2023 December 31, 2022 (Unaudited) Term loan – current portion $ 2,500 $ - Term loan, net of current portion 8,750 - Total $ 11,250 $ - |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Year ending 2023 (remaining three months) $ 625 2024 2,500 2025 2,500 2026 2,500 2027 2,500 2028 625 Total term loan outstanding as of September 30, 2023 $ 11,250 |
Note 7 - Equity (Tables)
Note 7 - Equity (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Number of Weighted Average Exercise Weighted Average Remaining Life Options Price (Years) Outstanding, December 31, 2022 379 $ 3.09 5.3 Issued 2 18.15 4.9 Exercised - - - Forfeited (3 ) 30.31 - Outstanding, September 30, 2023 378 $ 2.92 4.6 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | Outstanding Exercisable Exercise Price Per share Total Number of Options Weighted Average Remaining Life (Years) Weighted Average Exercise Price Number of Vested Options Weighted Average Exercise Price $ 0.70 - 5.24 358 4.7 $ 2.25 326 $ 1.98 $ 11.55 - 18.15 20 3.0 $ 14.91 14 $ 14.28 378 4.6 $ 2.92 340 $ 2.47 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Outstanding Exercise Price Issuance Date Expiration Date Vesting 143 $ 1.15 11/13/18 11/13/23 Yes |
Note 8 - Acquisition of Mimi'_2
Note 8 - Acquisition of Mimi's Rock Corp (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | February 28, 2023 Assets acquired (provisional): Accounts receivable $ 1,521 Inventories 1,181 Prepaid expense and other assets 161 Right of use asset 100 Property and equipment 77 Intangible assets 7,602 Goodwill 12,830 Total assets 23,472 Liabilities assumed (provisional): Accounts payable and accrued expense (2,911 ) Income tax payable (885 ) Product returns (23 ) Lease liabilities (110 ) Deferred tax liabilities (2,444 ) Total liabilities (6,373 ) Purchase price $ 17,099 |
Business Acquisition, Pro Forma Information [Table Text Block] | Three months ended Nine months ended Nine months ended September 30, September 30, September 30, 2022 2023 2022 Revenue $ 16,156 $ 44,455 $ 46,669 Net income $ 1,020 $ 5,419 $ 3,976 Diluted net income per share $ 0.20 $ 1.09 $ 0.80 |
Note 1 - Description of Busin_2
Note 1 - Description of Business (Details Textual) | Sep. 30, 2023 $ / shares | Dec. 31, 2022 $ / shares | Sep. 23, 2019 $ / shares |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | |
Series A Preferred Stock [Member] | |||
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | ||
Minimum [Member] | iSatori Products [Member] | |||
Number of Stores | 17,000 |
Note 3 - Summary of Significa_3
Note 3 - Summary of Significant Accounting Policies (Details Textual) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 | Sep. 30, 2023 USD ($) | Sep. 30, 2022 | Dec. 31, 2022 USD ($) | |
Restricted Cash | $ 969,000 | $ 969,000 | $ 0 | ||
Effective Income Tax Rate Reconciliation, Percent | 28% | 21% | |||
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Online Sales [Member] | |||||
Concentration Risk, Percentage | 68% | 26% | 62% | 26% | |
Product Concentration Risk [Member] | Revenue Benchmark [Member] | Wholesale Sales [Member] | |||||
Concentration Risk, Percentage | 32% | 38% | |||
Geographic Concentration Risk [Member] | Revenue Benchmark [Member] | UNITED STATES | |||||
Concentration Risk, Percentage | 92% | 99% | 94% | 99% | |
GNC [Member] | Customer Concentration Risk [Member] | Revenue Benchmark [Member] | |||||
Concentration Risk, Percentage | 30% | 69% | 34% | 69% | |
GNC [Member] | Vendor Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Concentration Risk, Percentage | 46% | 43% | |||
Two Vendors [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | |||||
Number of Vendors | 2 | ||||
Two Vendors [Member] | Vendor Concentration Risk [Member] | Inventory-related Purchases [Member] | |||||
Number of Vendors | 2 | ||||
Vendor One [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | |||||
Concentration Risk, Percentage | 56% | ||||
Vendor One [Member] | Vendor Concentration Risk [Member] | Inventory-related Purchases [Member] | |||||
Concentration Risk, Percentage | 33% | 49% | |||
Vendor Two [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | |||||
Concentration Risk, Percentage | 28% | ||||
Vendor Two [Member] | Vendor Concentration Risk [Member] | Inventory-related Purchases [Member] | |||||
Concentration Risk, Percentage | 30% | 18% | |||
One Vendor [Member] | Customer Concentration Risk [Member] | Accounts Payable [Member] | |||||
Concentration Risk, Percentage | 78% | ||||
Number of Vendors | 1 | ||||
Three Vendors [Member] | Vendor Concentration Risk [Member] | Inventory-related Purchases [Member] | |||||
Number of Vendors | 3 | ||||
Vendor Three [Member] | Vendor Concentration Risk [Member] | Inventory-related Purchases [Member] | |||||
Concentration Risk, Percentage | 10% | ||||
Minimum [Member] | |||||
Lessee, Operating Lease, Term of Contract (Month) | 36 months | 36 months | |||
Maximum [Member] | |||||
Lessee, Operating Lease, Term of Contract (Month) | 84 months | 84 months | |||
Asset Pledged as Collateral [Member] | Financing Arrangements [Member] | |||||
Restricted Cash | $ 969 | $ 969 |
Note 3 - Summary of Significa_4
Note 3 - Summary of Significant Accounting Policies - Basic and Diluted Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Net income | $ 1,696 | $ 1,220 | $ 3,816 | $ 3,956 |
Weighted average common shares - basic (in shares) | 4,446 | 4,556 | 4,458 | 4,555 |
Dilutive effect of outstanding warrants and stock options (in shares) | 445 | 432 | 443 | 424 |
Weighted average common shares - diluted (in shares) | 4,891 | 4,988 | 4,901 | 4,979 |
Basic (in dollars per share) | $ 0.38 | $ 0.27 | $ 0.86 | $ 0.87 |
Diluted (in dollars per share) | $ 0.35 | $ 0.24 | $ 0.78 | $ 0.79 |
Note 4 - Inventories (Details T
Note 4 - Inventories (Details Textual) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Valuation Reserves | $ 142 | $ 107 |
Note 4 - Inventories - Summary
Note 4 - Inventories - Summary of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Finished goods | $ 7,042 | $ 8,347 |
Components | 824 | 865 |
Allowance for obsolescence | (142) | (107) |
Total | $ 7,724 | $ 9,105 |
Note 5 - Property and Equipme_3
Note 5 - Property and Equipment (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Depreciation | $ 11 | $ 7 | $ 33 | $ 17 |
Note 5 - Property and Equipme_4
Note 5 - Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Equipment | $ 1,004 | $ 902 |
Accumulated depreciation | (805) | (856) |
Total | $ 199 | $ 46 |
Note 6 - Notes Payable (Details
Note 6 - Notes Payable (Details Textual) - USD ($) $ in Thousands | Feb. 23, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Long-Term Debt | $ 11,250 | $ 0 | |
Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 3,500 | ||
Long-Term Line of Credit | 0 | ||
Revolving Credit Facility [Member] | Applicable Rate [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.75% | ||
Term Loan [Member] | |||
Debt Instrument, Face Amount | $ 12,500 | ||
Debt Instrument, Additional Interest Rate, Default | 2% | ||
Fixed Charge Coverage Ratio | 1.25 | ||
Funded Debt to EBITDA Ratio | 2.5 | ||
Debt Instrument, Covenant, Cash Flow Leverage Threshold | 1.15 | ||
Debt Instrument, Covenant, Cash Flow Leverage Threshold, Percentage of Excess Cash Flow | 50% | ||
Long-Term Debt | $ 11,250 |
Note 6 - Notes Payable - Debt O
Note 6 - Notes Payable - Debt Obligations (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Term loan – current portion | $ 2,500 | $ 0 |
Term loan, net of current portion | 8,750 | 0 |
Total term loan outstanding as of September 30, 2023 | $ 11,250 | $ 0 |
Note 6 - Notes Payable - Maturi
Note 6 - Notes Payable - Maturity (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
2023 (remaining three months) | $ 625 | |
2024 | 2,500 | |
2025 | 2,500 | |
2026 | 2,500 | |
2027 | 2,500 | |
2028 | 625 | |
Total term loan outstanding as of September 30, 2023 | $ 11,250 | $ 0 |
Note 7 - Equity (Details Textua
Note 7 - Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Mar. 17, 2023 | Aug. 31, 2023 | Feb. 28, 2021 | Sep. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Common Stock, Shares Authorized (in shares) | 60,000,000 | 60,000,000 | 60,000,000 | |||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Common Stock, Shares, Issued (in shares) | 4,446,000 | 4,446,000 | 4,507,000 | |||||||
Treasury Stock, Common, Shares (in shares) | 0 | 0 | ||||||||
Shares Forfeited During Period, Shares (in shares) | 61,200,000 | |||||||||
Shares Forfeited During Period, Value | $ 0 | |||||||||
Share Price (in dollars per share) | $ 18.26 | $ 18.26 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Intrinsic Value | $ 5,799,000 | $ 5,799,000 | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 2,000 | 2,000 | ||||||||
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share) | $ 18.15 | $ 18.15 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Fair Value | $ 16,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share) | $ 18.15 | |||||||||
Class of Warrant or Right, Outstanding (in shares) | 143,000 | 143,000 | ||||||||
Warrants and Rights Outstanding | $ 2,446,000 | $ 2,446,000 | ||||||||
Class of Warrant or Right, Issued During Period (in shares) | 0 | |||||||||
Class of Warrant or Right, Expired During Period (in shares) | 0 | |||||||||
Share Repurchase Program [Member] | ||||||||||
Stock Repurchase Program, Authorized Amount | $ 5,000,000 | 5,000,000 | $ 5,000,000 | |||||||
Stock Repurchase Program Expiration Period (Month) | 24 months | |||||||||
Treasury Stock, Shares, Acquired (in shares) | 0 | |||||||||
Share-Based Payment Arrangement, Option [Member] | ||||||||||
Share-Based Payment Arrangement, Expense | 21,000 | $ 37,000 | $ 63,000 | $ 61,000 | ||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) | 5 years | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 44% | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 4.17% | |||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | 120,000 | 120,000 | ||||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche One [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage | 25% | |||||||||
Share-Based Payment Arrangement, Option [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | |||||||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 160,000 | |||||||||
Share-Based Payment Arrangement, Expense | $ 0 | $ 54,000 | $ 31,000 | $ 234,000 |
Note 7 - Equity - Stock Option
Note 7 - Equity - Stock Option Activity (Details) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Aug. 31, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Outstanding, number of options (in shares) | 379,000 | ||
Outstanding, weighted average exercise price (in dollars per share) | $ 3.09 | ||
Outstanding, weighted average remaining life (Year) | 4 years 7 months 6 days | 5 years 3 months 18 days | |
Issued, number of options (in shares) | 2,000 | 2,000 | |
Issued, weighted average exercise price (in dollars per share) | $ 18.15 | $ 18.15 | |
Exercised, number of options (in shares) | 0 | ||
Exercised, weighted average exercise price (in dollars per share) | $ 0 | ||
Forfeited, number of options (in shares) | (3,000) | ||
Forfeited, weighted average exercise price (in dollars per share) | $ 30.31 | ||
Outstanding, September 30, 2023 (in shares) | 378,000 | 379,000 | |
Outstanding, September 30, 2023 (in dollars per share) | $ 2.92 | $ 3.09 |
Note 7 - Equity - Exercise Pric
Note 7 - Equity - Exercise Price Range (Details) shares in Thousands | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Total number of options (in shares) | shares | 378 |
Weighted average remaining life (Year) | 4 years 7 months 6 days |
Outstanding, weighted average exercise price (in dollars per share) | $ 2.92 |
Number of vested options (in shares) | shares | 340 |
Exercisable, weighted average exercise price (in dollars per share) | $ 2.47 |
Range One [Member] | |
Lower range limit (in dollars per share) | 0.7 |
Upper range limit (in dollars per share) | $ 5.24 |
Total number of options (in shares) | shares | 358 |
Weighted average remaining life (Year) | 4 years 8 months 12 days |
Outstanding, weighted average exercise price (in dollars per share) | $ 2.25 |
Number of vested options (in shares) | shares | 326 |
Exercisable, weighted average exercise price (in dollars per share) | $ 1.98 |
Range Two [Member] | |
Lower range limit (in dollars per share) | 11.55 |
Upper range limit (in dollars per share) | $ 18.15 |
Total number of options (in shares) | shares | 20 |
Weighted average remaining life (Year) | 3 years |
Outstanding, weighted average exercise price (in dollars per share) | $ 14.91 |
Number of vested options (in shares) | shares | 14 |
Exercisable, weighted average exercise price (in dollars per share) | $ 14.28 |
Note 7 - Equity - Warrants (Det
Note 7 - Equity - Warrants (Details) shares in Thousands | Sep. 30, 2023 $ / shares shares |
Outstanding (in shares) | shares | 143 |
Exercise Price (in dollars per share) | $ / shares | $ 1.15 |
Note 8 - Acquisition of Mimi'_3
Note 8 - Acquisition of Mimi's Rock Corp (Details Textual) - Mimi’s Rock Corp [Member] - USD ($) $ in Thousands | 3 Months Ended | 7 Months Ended | 9 Months Ended | |
Dec. 04, 2022 | Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Business Combination, Consideration Transferred | $ 17,099 | |||
Business Combination, Acquisition Related Costs | $ 32 | $ 1,519 | ||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 7,202 | $ 17,468 | ||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 1,162 | $ 1,501 |
Note 8 - Acquisition of Mimi'_4
Note 8 - Acquisition of Mimi's Rock Corp - Fair Value of Assets Assumed (Details) - USD ($) $ in Thousands | Sep. 30, 2023 | Feb. 28, 2023 | Dec. 31, 2022 |
Goodwill | $ 13,321 | $ 358 | |
Mimi’s Rock Corp [Member] | |||
Accounts receivable | $ 1,521 | ||
Inventories | 1,181 | ||
Prepaid expense and other assets | 161 | ||
Right of use asset | 100 | ||
Property and equipment | 77 | ||
Intangible assets | 7,602 | ||
Goodwill | 12,830 | ||
Total assets | 23,472 | ||
Accounts payable and accrued expense | (2,911) | ||
Income tax payable | (885) | ||
Product returns | (23) | ||
Lease liabilities | (110) | ||
Deferred tax liabilities | (2,444) | ||
Total liabilities | (6,373) | ||
Purchase price | $ 17,099 |
Note 8 - Acquisition of Mimi'_5
Note 8 - Acquisition of Mimi's Rock Corp - Pro Forma Information (Details) - Mimi’s Rock Corp [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 16,156 | $ 44,455 | $ 46,669 |
Net income | $ 1,020 | $ 5,419 | $ 3,976 |
Diluted net income per share (in dollars per share) | $ 200 | $ 1,090 | $ 800 |
Note 10 - Subsequent Events (De
Note 10 - Subsequent Events (Details Textual) - Subsequent Event [Member] $ in Millions | Oct. 10, 2023 USD ($) |
Term Loan B [Member] | |
Debt Instrument, Face Amount | $ 10 |
Assets of MusclePharm Corporation [Member] | |
Asset Acquisition, Consideration Transferred | 18.5 |
Asset Acquisition, Consideration transferred, Liabilities Incurred | $ 10 |