Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 28, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'MusclePharm Corp | ' | ' |
Entity Central Index Key | '0001415684 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'MSLP | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 10,349,912 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $54,522,921 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $5,411,515 | $0 |
Cash - restricted | 2,500,014 | 9,148 |
Debt Securities | 259,715 | 0 |
Accounts receivable - net | 13,741,180 | 3,302,344 |
Derivative instrument | 119,248 | 0 |
Inventory | 15,772,368 | 257,975 |
Prepaid giveaways | 1,177,539 | 358,800 |
Prepaid stock compensation | 3,023,717 | 44,748 |
Prepaid sponsorship fees | 1,145,161 | 6,249 |
Deferred equity costs | 0 | 698,500 |
Other | 1,376,023 | 272,117 |
Total current assets | 44,526,480 | 4,949,881 |
Property and equipment - net | 2,613,584 | 1,356,364 |
Debt issue costs - net | 0 | 335,433 |
Prepaid stock compensation | 4,718,238 | 0 |
Other assets | 299,394 | 125,049 |
Total Assets | 52,157,696 | 6,766,727 |
Current Liabilities: | ' | ' |
Accounts payable and accrued liabilities | 28,393,037 | 11,721,205 |
Customer deposits | 265,652 | 336,211 |
Debt - net | 62,502 | 4,463,040 |
Line of Credit | 2,500,000 | 0 |
Derivative liabilities | 1,147,330 | 0 |
Total current liabilities | 32,368,521 | 16,520,456 |
Long Term Liabilities: | ' | ' |
Debt - net | 0 | 4,523 |
Other | 54,639 | 0 |
Total Liabilities | 32,423,160 | 16,524,979 |
Commitments and Contingencies | ' | ' |
Stockholders' Equity: | ' | ' |
Common Stock, $0.001 par value; 100,000,000 shares authorized, 9,259,411 and 2,778,404 issued and 9,089,490 and 2,747,308 outstanding | 9,260 | 2,778 |
Treasury Stock, at cost; 169,921 and 31,096 | -1,498,298 | -460,978 |
Additional paid-in capital | 103,064,901 | 54,817,341 |
Accumulated deficit | -81,827,417 | -64,109,476 |
Accumulated other comprehensive loss | -14,042 | -7,917 |
Total Stockholders' Equity | 19,734,536 | -9,758,252 |
Total Liabilities and Stockholders' Equity | 52,157,696 | 6,766,727 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred Stock | 0 | 0 |
Series B Preferred Stock [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred Stock | 0 | 0 |
Total Stockholders' Equity | 0 | 0 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred Stock | 0 | 0 |
Total Stockholders' Equity | 0 | 0 |
Series D Convertible Preferred Stock [Member] | ' | ' |
Stockholders' Equity: | ' | ' |
Preferred Stock | 132 | 0 |
Total Stockholders' Equity | $132 | ' |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 9,259,411 | 2,778,404 |
Common Stock, shares outstanding | 9,089,490 | 2,747,308 |
Treasury Stock, shares | 169,921 | 31,096 |
Series A Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Preferred Stock [Member] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 0 | 51 |
Preferred stock, shares issued | 0 | 51 |
Preferred stock, shares outstanding | 0 | 51 |
Series C Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 500 | 500 |
Preferred stock, shares issued | 190 | 0 |
Preferred stock, shares outstanding | 190 | 0 |
Series D Convertible Preferred Stock [Member] | ' | ' |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,600,000 | 1,600,000 |
Preferred stock, shares issued | 1,500,000 | 0 |
Preferred stock, shares outstanding | 131,500 | 0 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations and Comprehensive Loss (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Sales - Net | $110,877,591 | $67,055,215 |
Cost of sales | 77,685,396 | 52,726,934 |
Gross profit | 33,192,195 | 14,328,281 |
Advertising and promotion | 15,534,646 | 8,430,401 |
Salaries and benefits | 11,830,967 | 4,596,530 |
Professional fees | 11,830,910 | 5,124,641 |
General and administrative | 7,173,526 | 4,634,370 |
Research and development | 1,118,608 | 278,150 |
General and administrative expenses | 47,488,657 | 23,064,092 |
Loss from operations | -14,296,462 | -8,735,811 |
Other expense | ' | ' |
Derivative expense | -96,913 | -4,409,214 |
Change in fair value of derivative liabilities | -4,853,964 | 5,899,968 |
Gain (loss) on settlement of accounts payable, debt and conversion of Series C preferred stock (2012 only) | 573,906 | -4,447,732 |
Interest expense | -783,316 | -7,335,070 |
Foreign currency transaction (loss) gain | -31,243 | 15,030 |
Licensing income | 10,000 | 10,000 |
Interest income | 1,442,179 | 0 |
Gain on sale of marketable securities | 500,000 | 0 |
Unrealized loss on derivative instrument | -55,326 | 0 |
Other (expense) income | -11,319 | 50,034 |
Total other expense | -3,305,996 | -10,216,984 |
Net loss before taxes | -17,602,458 | -18,952,795 |
Income tax provision | -115,483 | 0 |
Net loss after taxes | -17,717,941 | -18,952,795 |
Other comprehensive income | ' | ' |
Net change in Foreign currency translation | -6,125 | -7,917 |
Total other comprehensive loss | -6,125 | -7,917 |
Total comprehensive loss | ($17,724,066) | ($18,960,712) |
Net loss per share available to common stockholders - basic and diluted (in dollars per share) | ($2.46) | ($13) |
Weighted average number of common shares outstanding during the period - basic and diluted (in shares) | 7,193,784 | 1,458,757 |
Consolidated_Statement_of_Stoc
Consolidated Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Accumulated Translation Adjustment [Member] | Series B Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] |
Balance at Dec. 31, 2011 | ($12,971,212) | $713 | $32,184,756 | $0 | ($45,156,681) | $0 | $0 | $0 | $0 |
Balance (in shares) at Dec. 31, 2011 | ' | 712,860 | ' | ' | ' | ' | 51 | 190 | 0 |
Issuance of common and preferred stock: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of preferred shares | 614,984 | 22 | 614,962 | 0 | 0 | 0 | 0 | 0 | 0 |
Conversion of preferred shares (In shares) | ' | 22,353 | ' | ' | ' | ' | 0 | -190 | 0 |
Conversion of secured/unsecured debt | 1,420,422 | 290 | 1,420,132 | 0 | 0 | 0 | 0 | 0 | 0 |
Conversion of secured/unsecured debt (in shares) | ' | 290,961 | ' | ' | ' | ' | 0 | 0 | 0 |
Cash | 1,660,760 | 199 | 1,660,561 | 0 | 0 | 0 | 0 | 0 | 0 |
Cash (in shares) | ' | 199,422 | ' | ' | ' | ' | 0 | 0 | 0 |
Interest | 334,098 | 58 | 334,040 | 0 | 0 | 0 | 0 | 0 | 0 |
Interest (in shares) | ' | 58,945 | ' | ' | ' | ' | 0 | 0 | 0 |
Stock Issued During Period, Value, Issued For Services | 1,107,718 | 113 | 1,107,605 | 0 | 0 | 0 | 0 | 0 | 0 |
Services - third parties (in shares) | ' | 113,740 | ' | ' | ' | ' | 0 | 0 | 0 |
Executive/board compensation | 4,686,514 | 431 | 4,686,083 | 0 | 0 | 0 | 0 | 0 | 0 |
Executive/board compensation (in shares) | ' | 431,034 | ' | ' | ' | ' | 0 | 0 | 0 |
Warrant conversions/settlements | 7,295,767 | 853 | 7,294,914 | 0 | 0 | 0 | 0 | 0 | 0 |
Warrant conversions/settlements (in shares) | ' | 853,082 | ' | ' | ' | ' | 0 | 0 | 0 |
Forbearance of agreement terms | 1,240,034 | 95 | 1,239,939 | 0 | 0 | 0 | 0 | 0 | 0 |
Forbearance of agreement terms (in shares) | ' | 95,528 | ' | ' | ' | ' | 0 | 0 | 0 |
Treasury shares purchased | -460,978 | 0 | 0 | -460,978 | 0 | 0 | 0 | 0 | 0 |
Treasury shares purchased (in shares) | ' | -31,096 | ' | ' | ' | ' | 0 | 0 | 0 |
Additional shares from roundup of split shares | 0 | 4 | -4 | 0 | 0 | 0 | 0 | 0 | 0 |
Additional shares from roundup of split shares (in shares) | ' | 479 | ' | ' | ' | ' | 0 | 0 | 0 |
Reclassification of derivative liability to additional paid in capital | 4,124,387 | 0 | 4,124,387 | 0 | 0 | 0 | 0 | 0 | 0 |
Accrued stock compensation expenses for shares not yet issued | 149,966 | 0 | 149,966 | 0 | 0 | 0 | 0 | 0 | 0 |
Translation gain/loss | -7,917 | 0 | 0 | 0 | ' | -7,917 | 0 | 0 | 0 |
Net loss | -18,952,795 | 0 | 0 | 0 | -18,952,795 | 0 | 0 | 0 | 0 |
Balance at Dec. 31, 2012 | -9,758,252 | 2,778 | 54,817,341 | -460,978 | -64,109,476 | -7,917 | 0 | 0 | ' |
Balance (in shares) at Dec. 31, 2012 | ' | 2,747,308 | ' | ' | ' | ' | 51 | 0 | 0 |
Issuance of common and preferred stock: | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of preferred shares | 12,000,000 | 0 | 11,998,500 | 0 | 0 | 0 | 0 | 0 | 1,500 |
Issuance of preferred shares (in shares) | ' | 0 | ' | ' | ' | ' | 0 | 0 | 1,500,000 |
Reclassification of derivative liability to APIC for conversion of Series D preferred shares | 11,823,833 | 2,737 | 11,822,464 | 0 | 0 | 0 | 0 | 0 | -1,368 |
Reclassification of derivative liability to APIC for conversion of Series D preferred shares (in shares) | ' | 2,737,000 | ' | ' | ' | ' | 0 | 0 | -1,368,500 |
Reclassification of derivative liability to APIC for contract settlement | 155,173 | 14 | 155,159 | 0 | 0 | 0 | 0 | 0 | 0 |
Reclassification of derivative liability to APIC for contract settlement (in shares) | ' | 13,630 | ' | ' | ' | ' | 0 | 0 | 0 |
Issuance of common stock and warrants | 10,559,333 | 1,192 | 10,558,141 | 0 | 0 | 0 | 0 | 0 | 0 |
Issuance of common stock and warrants (in shares) | ' | 1,191,332 | ' | ' | ' | ' | 0 | 0 | 0 |
Contract settlement | 255,693 | 25 | 255,668 | 0 | 0 | 0 | 0 | 0 | 0 |
Contract settlement (in shares) | ' | 25,000 | ' | ' | ' | ' | 0 | 0 | 0 |
Stock Issued During Period, Value, Issued For Services | 19,802,609 | 2,179 | 19,800,430 | 0 | 0 | 0 | 0 | 0 | 0 |
Services - third parties (in shares) | ' | 2,178,881 | ' | ' | ' | ' | 0 | 0 | 0 |
Executive/board compensation | 2,642,004 | 284 | 2,641,720 | 0 | 0 | 0 | 0 | 0 | 0 |
Executive/board compensation (in shares) | ' | 284,164 | ' | ' | ' | ' | 0 | 0 | 0 |
Retirement of Series B Preferred Stock | ' | 0 | ' | ' | ' | ' | -51 | 0 | 0 |
Treasury shares purchased | -1,037,320 | 0 | 0 | -1,037,320 | 0 | 0 | 0 | 0 | 0 |
Treasury shares purchased (in shares) | ' | -138,825 | ' | ' | ' | ' | 0 | 0 | 0 |
Employee stock awards | 561,510 | 51 | 561,459 | 0 | 0 | 0 | 0 | 0 | 0 |
Employee stock awards (in shares) | ' | 51,000 | ' | ' | ' | ' | 0 | 0 | 0 |
Reduction of paid in capital attributable to value of conversion options on Series D offering | -8,175,459 | 0 | -8,175,459 | 0 | 0 | 0 | 0 | 0 | 0 |
Reduction in paid in capital for stock issuance costs | -1,394,692 | ' | -1,394,692 | ' | ' | ' | ' | ' | ' |
Accrued stock compensation expenses for shares not yet issued | 24,170 | 0 | 24,170 | 0 | 0 | 0 | 0 | 0 | 0 |
Translation gain/loss | -6,125 | 0 | 0 | 0 | 0 | -6,125 | 0 | 0 | 0 |
Net loss | -17,717,941 | 0 | 0 | 0 | -17,717,941 | ' | 0 | 0 | 0 |
Balance at Dec. 31, 2013 | $19,734,536 | $9,260 | $103,064,901 | ($1,498,298) | ($81,827,417) | ($14,042) | $0 | $0 | $132 |
Balance (in shares) at Dec. 31, 2013 | ' | 9,089,490 | ' | ' | ' | ' | 0 | 0 | 131,500 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($17,717,941) | ($18,952,795) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ' | ' |
Depreciation | 708,978 | 475,320 |
Bad debt | 241,823 | 9,490 |
Amortization of prepaid stock compensation and athlete endorsement stock payments | 6,561,515 | 715,661 |
Amortization Of Prepaid Sponsorship Fees | 4,010,573 | 0 |
Amortization of debt discount | 0 | 6,122,006 |
Amortization of debt issue costs | 335,433 | 394,964 |
Amortization of deferred compensation | 3,075,272 | 149,966 |
Amortization of convertible note conversion option | 1,910 | 0 |
Accretion of note discount | -1,409,491 | 0 |
Gain on settlement of accounts payable | -573,906 | 0 |
Additional consideration given for early debt retirement | 0 | 779,500 |
Loss on disposal of property and equipment | 11,320 | 0 |
Loss on conversion of debt | 0 | 351,021 |
Loss on conversion of preferred shares | 0 | 614,984 |
Loss on conversion of warrants | 0 | 315,364 |
Loss on repayment of debt | 0 | 1,196,321 |
Derivative expense | 96,913 | 4,409,214 |
Executive compensation | 0 | 231,833 |
Change in fair value of derivative liabilities | 4,853,964 | -5,899,968 |
Unrealized loss on derivative assets | 55,326 | 0 |
Realized gain on derivative assets | -1,708 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable | -10,680,659 | -742,742 |
Prepaid and other | -6,306,236 | -16,098 |
Inventory and prepaid giveaways | -16,333,132 | -616,775 |
Increase (decrease) in: | ' | ' |
Accounts payable and accrued liabilities | 23,113,386 | 10,144,621 |
Customer deposits | -70,559 | 328,164 |
Other liabilities | 54,639 | 0 |
Net Cash Used In Operating Activities | -9,972,580 | 10,051 |
Cash Flows From Investing Activities: | ' | ' |
Purchase of marketable securities | -2,275,000 | 0 |
Sale of marketable securities and derivative assets | 2,750,000 | 0 |
Change in restricted cash balance | -2,490,866 | -9,148 |
Repayments of note | 1,000,000 | 0 |
Purchase of property and equipment | -1,911,061 | -924,162 |
Gain on sale of marketable securities | -500,000 | 0 |
Disposals of property and equipment | 17,694 | 0 |
Purchase of other assets | -114,000 | -41,165 |
Net Cash Used In Investing Activities | -3,523,233 | -974,475 |
Cash Flows From Financing Activities: | ' | ' |
Proceeds from issuance of debt | 0 | 5,823,950 |
Proceeds from line of credit | 2,500,000 | 0 |
Debt issuance costs | -7,500 | -234,450 |
Repayment of debt | -4,405,061 | -5,847,575 |
Repurchase of common stock (treasury stock) | -1,037,320 | -460,978 |
Proceeds from issuance of preferred stock | 12,000,000 | 0 |
Preferred stock issuance costs | -695,999 | ' |
Proceeds from issuance of common stock and warrants - net of issuance costs | 10,559,333 | 1,660,760 |
Deferred equity costs | 0 | -698,500 |
Cash overdraft | 0 | 69,370 |
Net Cash Provided by Financing Activities | 18,913,453 | 312,577 |
Effects of foreign currency translation: | ' | ' |
Foreign currency translation loss | -6,125 | -7,917 |
Net increase (decrease) in cash | 5,411,515 | -659,764 |
Cash at beginning of period | 0 | 659,764 |
Cash at end of period | 5,411,515 | 0 |
Supplemental disclosures of cash flow information: | ' | ' |
Cash paid for interest | 411,416 | 501,165 |
Cash paid for taxes | 87,420 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ' | ' |
Stock issued for future services - third parties | 14,514,415 | 1,107,719 |
Warrants issued in conjunction with debt issue costs | 0 | 427,759 |
Derivative liability on Series D offering | 8,175,459 | 0 |
Debt discount recorded on convertible and unsecured debt accounted for as a derivative liability | 0 | 3,554,672 |
Stock issued to settle accounts payable, accrued liabilities, and contracts | 5,543,887 | 1,780,575 |
Conversion of convertible debt and accrued interest for common stock | 0 | 1,069,402 |
Stock issued for interest | 0 | 334,099 |
Conversion Of Marketable Securities | 1,000,000 | 0 |
Stock issued to settle accrued executive compensation | 0 | 4,667,764 |
Stock issued for board member compensation | 152,412 | 18,750 |
Reclassification of derivative liability to additional paid in capital and warrant settlements | 11,979,006 | 9,784,748 |
Capital leases | $84,151 | $0 |
Nature_of_Operations_and_Basis
Nature of Operations and Basis of Presentation | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Business Description and Basis of Presentation [Text Block] | ' |
Note 1: Nature of Operations and Basis of Presentation | |
Nature of Operations | |
MusclePharm Corporation is a scientifically driven, performance lifestyle Company that develops, manufactures, markets and distributes branded nutritional supplements. We were incorporated in Nevada in 2006. As used in this report, the terms the “Company”, “we”, “our”, “MusclePharm”, or “MP” refer to MusclePharm Corporation and its predecessors, subsidiaries and affiliates, unless the context indicates otherwise. Our principal executive offices are located in Denver, Colorado. | |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the United States Securities and Exchange Act of 1934. | |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||
Note 2: Summary of Significant Accounting Policies | |||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiary MusclePharm Canada Enterprises Corp (“MusclePharm Canada”). MusclePharm Canada began operations in April 2012. All intercompany accounts and transactions between MusclePharm Corporation and MusclePharm Canada have been eliminated upon consolidation. | |||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. | |||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. | |||||||||
Risks and Uncertainties | |||||||||
The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. | |||||||||
Management’s Plans with Respect to Liquidity and Capital Resources | |||||||||
The Company’s management believes that with increased sales expansion and the opening of the Franklin, Tennessee distribution center, there will be opportunities to increase sales; however, the Company may need to continue to raise capital in order execute the business plan, which includes buying more inventory and broadening the sales platform. There can be no assurance that such capital will be available. | |||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. At December 31, 2013 and 2012, the Company had no cash equivalents. | |||||||||
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2013, we had two bank accounts that exceeded the federally insured limit. At December 31, 2012, there were no balances that exceeded the federally insured limit. | |||||||||
Restricted Cash | |||||||||
The Company segregates cash that is restricted in its use based on contractual provisions from unrestricted cash and cash equivalent balances. See Note 8(A) for further discussion on our December 31, 2013 restricted cash balance. | |||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||
Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms. Prior to July 1, the accounts receivable were sent directly to the Company’s third party manufacturer and netted with any outstanding liabilities to the manufacturer. Subsequent to July 1, the Company took over the receipt and processing of accounts receivable. The Company periodically evaluates the collectability of its accounts receivable and considers the need to establish an allowance for doubtful accounts based upon historical collection experience and specific customer information. Accordingly, the actual amounts could vary from the recorded allowances. There is also a review of customer discounts at the period end and an accrual made for discounts earned but not yet utilized by period end. | |||||||||
Management performs ongoing evaluations of the Company’s customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Management reviews accounts receivable quarterly and reduces the carrying amount by a valuation allowance that reflects management’s best estimate of amounts that may not be collectible. Allowances, if any, for uncollectible accounts receivable are determined based upon information available and historical experience. Bad debt expense recognized as a result of our valuation allowance is classified under General and administrative expense in the Consolidated Statement of Operations. | |||||||||
The Company does not charge interest on past due receivables. Receivables are determined to be past due based on the payment terms of the original invoices. The Company’s finance department contacts customers with past due balances to request payment. | |||||||||
Accounts receivable consisted of the following at December 31, 2013 and 2012: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 14,830,487 | $ | 4,416,193 | |||||
Less: allowance for discounts | -1,060,000 | -1,088,720 | |||||||
Less: allowance for doubtful accounts | -29,307 | -25,129 | |||||||
Accounts receivable – net | $ | 13,741,180 | $ | 3,302,344 | |||||
At December 31, 2013 and 2012, the Company had the following concentrations of accounts receivable with customers: | |||||||||
Customer | 2013 | 2012 | |||||||
A | 24 | % | 0 | % | |||||
B | 16 | % | 6 | % | |||||
Bodybuilding.com | 14 | % | 20 | % | |||||
D | 5 | % | 24 | % | |||||
Inventory | |||||||||
Inventory is valued at the lower of cost or market value. Product-related inventory is maintained using the First-In First-Out method. To estimate any necessary obsolescence or lower-of-cost-or-market adjustments, various assumptions are made in regard to excess or slow-moving inventories, non-conforming inventories, expiration dates, current and future product demand, production planning and market conditions. | |||||||||
Prepaid Giveaways | |||||||||
Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. | |||||||||
Prepaid Sponsorship and Endorsement Fees | |||||||||
Prepaid sponsorship and endorsement fees represent fees paid in connection with Company sponsorships of certain events and trade shows as well as prepaid athlete endorsement fees, which are expensed over the period the fees are earned. A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts. Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions. Generally, endorsement payments are expensed straight-line over the term of the contract after giving recognition to periodic performance compliance provisions of the contract. Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period for which the prepayment applies. | |||||||||
Prepaid Stock Compensation | |||||||||
Prepaid stock compensation represents amounts paid with stock for future contractual benefits to be received. The Company amortizes these contractual benefits over the life of the contracts using the straight-line method. | |||||||||
Property and Equipment | |||||||||
Property and equipment are stated at cost and depreciated to their estimated residual value over their estimated useful lives. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are relieved from the accounts and the resulting gains or losses are included in the Statements of Operations. Repairs and maintenance costs are expensed as incurred. Depreciation is provided using the straight-line method for all property and equipment. | |||||||||
Deferred Equity Costs | |||||||||
Costs associated with equity offerings are initially classified as deferred equity costs until moneys are received from the sale of equity shares. Upon receipt of funds, the Company nets any deferred equity costs against the gross proceeds recorded as equity. | |||||||||
Other Current Assets | |||||||||
Other current assets are primarily made up of several items of prepaid expenses including legal retainers, print advertising, insurance, and service contracts requiring up-front payments. | |||||||||
Website Development Costs | |||||||||
Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated useful life of the asset. | |||||||||
Long-Lived Assets | |||||||||
We review our long-lived assets, such as property, plant and equipment and intangible assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We use an estimate of future undiscounted net cash flows of the related assets or groups of assets over their remaining lives in measuring whether the assets are recoverable. An impairment loss is calculated by determining the difference between the carrying values and the fair values of these assets. We did not consider any of our long-lived assets to be impaired during the years ended December 31, 2013 or 2012. | |||||||||
Fair Value of Financial Instruments | |||||||||
The Company measures assets and liabilities at fair value based on an expected exit price which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | |||||||||
The following are the hierarchical levels of inputs to measure fair value: | |||||||||
⋅ | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||
⋅ | Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||||||||
⋅ | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | ||||||||
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. The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Assets | |||||||||
Debt securities – FUSE convertible notes (Level 2) | $ | 259,715 | $ | - | |||||
Derivative instruments – FUSE warrants (Level 2) | 119,248 | - | |||||||
378,963 | - | ||||||||
Liabilities | |||||||||
Derivative liabilities - Series D shares (Level 2) | $ | 1,147,330 | $ | - | |||||
The Company’s remaining financial instruments consisted primarily of accounts receivable, accounts payable and accrued liabilities, and debt. The Company’s debt approximates fair value based upon current borrowing rates available to the Company for debt with similar maturities. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of December 31, 2013 and 2012, respectively, due to the short-term nature of these instruments. | |||||||||
Debt Securities | |||||||||
The Company classifies its investment securities as either held-to-maturity, available-for-sale or trading. The Company’s debt securities are classified as trading securities and are carried at fair value with changes recognized through net income. See Note 5 for further discussion of the Company’s debt securities. | |||||||||
Accounts Payable and Accrued Liabilities | |||||||||
Accounts payable and accrued liabilities consists of the Company’s trade payables as well as amounts estimated by management for future liability payments that relate to the current accounting period. Management reviews these estimates periodically to determine their reasonableness and fair presentation. | |||||||||
Beneficial Conversion Feature | |||||||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. | |||||||||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt. | |||||||||
Debt | |||||||||
The Company defines short term debt as any debt payment due less than one year from the date of the financial statements. Long term debt is defined as any debt payment due more than one year from the date of the financial statements. Refer to Note 8 for further disclosure of debt liabilities. | |||||||||
Derivatives | |||||||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in equity instruments and warrants granted, and measurement of their fair value. In determining the appropriate fair value, the Company uses Black-Scholes or lattice option-valuation models. In assessing the convertible equity instruments, management determines if the convertible equity instrument is conventional convertible equity and further if the beneficial conversion feature requires separate measurement. | |||||||||
Once derivative instruments are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using a Black-Scholes or lattice option-pricing model. Once a derivative liability ceases to exist any remaining fair value is reclassified to additional paid-in capital if redeemed or through earnings if forfeited or expired. | |||||||||
Debt Issue Costs and Debt Discount | |||||||||
The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |||||||||
Original Issue Discount | |||||||||
For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount and additional paid-in capital at an amount not to exceed gross proceeds raised, reducing the face amount of the debt, and is amortized to interest expense over the life of the debt. | |||||||||
Share-Based Payments | |||||||||
Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non- employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. | |||||||||
Revenue Recognition | |||||||||
The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) product has been shipped or delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. | |||||||||
Depending on individual customer agreements, sales are recognized either upon shipment of products to customers or upon delivery. For all of our Canadian sales, which represent 3% of total sales, recognition occurs upon shipment. | |||||||||
The Company has determined that advertising related credits that were granted to customers fell within the guidance of ASC No. 605-50-55 (“Revenue Recognition” – Customer Payments and Incentives). The guidance indicates that, absent evidence of benefit to the vendor, appropriate treatment requires netting these types of payments against revenues and not expensing as advertising expense. | |||||||||
The Company records sales allowances and discounts as a direct reduction of sales. The Company grants volume incentive rebates to certain customers based on contractually agreed upon percentages once certain thresholds have been met. These volume incentive rebates are recorded as a direct reduction to sales. | |||||||||
Sales for the years ended December 31, 2013 and 2012 are as follows: | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Gross Sales | $ | 128,319,128 | $ | 77,768,138 | |||||
Discounts | -17,441,537 | -10,712,923 | |||||||
Sales – Net | $ | 110,877,591 | $ | 67,055,215 | |||||
The Company has an informal 7-day right of return for products. There were nominal returns under the Company’s informal right of return policy for the years ended December 31, 2013 and 2012. | |||||||||
Significant Customers | |||||||||
For the years ended December 31, 2013 and 2012, the Company had the following concentrations of revenues with customers: | |||||||||
Years Ended December 31, | |||||||||
Customer | 2013 | 2012 | |||||||
Bodybuilding.com | 27 | % | 33 | % | |||||
B | 11 | % | 8 | % | |||||
C | 7 | % | 12 | % | |||||
A loss of any one of these customers could have a material adverse impact on the Company. | |||||||||
Discounts and Sales Allowances | |||||||||
We offer various discounts and sales allowances for volume rebate programs, product promotions, early payment remittances, and other discounts and allowances. We accrue for sales discounts and allowances over the period they are earned. Because of the inherent uncertainty surrounding volume rebate programs and product promotions that are based on sales thresholds, actual results could generate liabilities greater or less than the recorded amounts. Sales discounts and allowances for the year ended December 31, 2013, and 2012 were $17.4 million and $10.7 million, respectively. | |||||||||
Cost of Sales | |||||||||
Cost of sales represents costs directly related to the production, manufacturing and freight of the Company’s products. | |||||||||
Significant Vendors | |||||||||
The Company uses four non-affiliated principal manufacturers for the components of our products. We have an agreement in place with our primary manufacturer, which is in place to support our growth and ensure consistency in production and quality. During 2013, our primary manufacturer accounted for approximately 67% of our product purchases and the next largest manufacturer accounted for 32% of product purchases. In 2012, our primary manufacturer accounted for 100% of our product purchases. | |||||||||
Shipping and Handling | |||||||||
Prior to March 1, 2013, MusclePharm used a manufacturer from Tennessee to ship directly to our customers. After that date, MusclePharm took control of the shipping and began shipping products from a 152,000 square foot distribution center in Franklin, Tennessee. | |||||||||
Prior to July 1, 2013, our products were transported from our manufacturer to the MusclePharm distribution center, but title did not pass from the manufacturer until loaded on the truck for shipment to the customer. As a result, MusclePharm did not take title to our products. | |||||||||
On July 1, 2013, the Company terminated a distribution agreement dated November 17, 2010 with one of our key product manufacturers in which the manufacturer received and fulfilled customer sales orders for a majority of our products. In connection with the termination of the agreement, the Company took control of customer order fulfillment through our Franklin, Tennessee warehouse. The facility is operated with the Company’s equipment and employees, and all inventory is owned by the Company. Shipments to customers from our distribution center are recorded as a component of cost of sales. | |||||||||
The Company also uses a manufacturer in New York to manufacture one of the Company’s products. These orders are typically large and heavy and are drop shipped directly to our customers at the time of order. Costs associated with these shipments are recorded in cost of sales. | |||||||||
For Canadian sales, the product is shipped from our Canadian warehouse to our customers. Costs associated with the shipments are recorded in cost of sales. | |||||||||
Advertising | |||||||||
Advertising and promotion expenses include digital and print advertising, trade show events, athletic endorsements and sponsorships, and promotional giveaways. Advertising expenses are recognized in the month that the advertising appears while costs associated with trade show events are expensed when the event occurs. For major trade shows, the expenses are recognized over the period in which we recognize revenue associated with sales generated at the trade show. Costs related to promotional giveaways are expensed when the product is either given out at a promotional event or shipped to the customer. | |||||||||
A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts. Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions. Generally, endorsement payments are expensed straight-line over the term of the contract after giving recognition to periodic performance compliance provisions of the contract. Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period for which the prepayment applies. | |||||||||
Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports (e.g. winning a championship). The Company records expense for these payments when the endorser achieves the specific achievement. | |||||||||
Advertising expense for the years ended December 31, 2013 and 2012, are as follows: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Advertising | $ | 15,534,646 | $ | 8,430,401 | |||||
Income Taxes | |||||||||
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, 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. Beginning with the adoption of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (included in FASB ASC Subtopic 740-10, Income Taxes — Overall), 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. | |||||||||
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for the years ended December 31, 2013 and 2012. The Company did incur interest and penalties related to payroll taxes of $28,830 and $4,391, respectively for the years ended December 31, 2013 and 2012. | |||||||||
Earnings (Loss) Per Share | |||||||||
Net earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. | |||||||||
Since the Company reflected a net loss for the years ended December 31, 2013 and 2012, respectively, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. A separate computation of diluted loss per share is not presented. | |||||||||
Net loss per share in for the years ended December 3, 2013 and 2012 was $(2.46) and $(13.00), respectively. | |||||||||
The Company has the following common stock equivalents as of December 31, 2013 and 2012, respectively: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Stock options (exercise price – $425/share) | 472 | 1,847 | |||||||
Warrants (exercise price – $12.75 - $1,275/share) | 263,089 | 89 | |||||||
Total common stock equivalents | 263,561 | 1,936 | |||||||
In the above table, some of the outstanding instruments from 2013 and 2012 contain ratchet provisions that would cause variability in the exercise price at the balance sheet date. As a result, common stock equivalents could change. | |||||||||
Foreign Currency | |||||||||
MusclePharm began operations in Canada in April 2012. The Canadian Dollar was determined to be the functional currency as the majority of the transactions related to the day to day operations of the business are exchanged in Canadian Dollars. At the end of the period, the financial results of the Canadian operation are translated into the U.S. Dollar, which is the reporting currency, and added to the U.S. operations for consolidated company financial results. The revenue and expense items are translated using the average rate for the period and the assets and liabilities at the end of period rate. Transactions that have completed the accounting cycle and resulted in a gain or loss related to translation are recorded in realized gain or loss due to foreign currency translation under other income and expense on the income statement. Transactions that have not completed their accounting cycle but appear to have gain or loss due to the translation process are recorded as unrealized gain or loss due to translation and held in the equity section on the balance sheet until such date the accounting cycle of the transaction is complete and the actual realized gain or loss is recognized. | |||||||||
Reclassification | |||||||||
The Company has reclassified certain prior period amounts to conform to the current period presentation. These reclassifications were for presentation purposes and had no effect on the financial position, results of operations, or cash flows for the periods presented. | |||||||||
Recent Accounting Pronouncements | |||||||||
In January 2013, the FASB issued ASU 2013-01, which clarifies the scope of the offsetting disclosure requirements in ASU 2011-11. Under ASU 2013-01, the disclosure requirements would apply to derivative instruments accounted for in accordance with ASC 815, including bifurcated embedded derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending arrangements that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013 and interim periods within those years. This pronouncement has been implemented in the Company’s financial statements for the year ended December 31, 2013 without impact. | |||||||||
In March 2013, the FASB issued ASU 2013-05, which indicates that the entire amount of a cumulative translation adjustment (CTA) related to an entity’s investment in a foreign entity should be released when one of the following occur: | |||||||||
⋅ | Sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity. | ||||||||
⋅ | Loss of a controlling financial interest in an investment in a foreign entity | ||||||||
⋅ | Step acquisition for a foreign entity | ||||||||
The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. ASU 2013-5 is effective for fiscal years (and interim periods within those fiscal years) beginning on or after December 15, 2013. This pronouncement has been implemented in the Company’s financial statements for the year ended December 31, 2013 without impact. | |||||||||
In February 2013, the FASB issued ASU 2013-02, which requires entities to disclose the following additional information about items reclassified out of accumulated other comprehensive income (AOCI): | |||||||||
⋅ | Balance by component (ie. Unrealized gains or losses on available-for-sale securities or foreign currency items, with separate presentation of (1) reclassification adjustments and (2) current period OCI. Both before-tax and net-of-tax presentation of the information are acceptable as long as an entity presents the income tax benefit or expense attributed to each component of OCI and reclassification adjustments in either the financial statements or the notes to the financial statements. | ||||||||
⋅ | Significant items reclassified out of AOCI by component either on the face of the income statement or as a separate footnote to the financial statements. | ||||||||
ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The pronouncement has been implemented in the Company’s financial statements for the year ended December 31, 2013 without impact. | |||||||||
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||||
Note 3: Property and Equipment | ||||||||||
Property and equipment consisted of the following at December 31, 2013 and 2012: | ||||||||||
2013 | 2012 | Estimated Useful Life | ||||||||
Furniture, fixtures and equipment | $ | 1,849,462 | $ | 1,323,998 | From 36 to 60 months | |||||
Leasehold improvements | 619,159 | 563,204 | From 20 to 66 months | |||||||
Vehicles | 442,300 | 100,584 | 5 years | |||||||
Displays | 33,683 | 32,057 | 5 years | |||||||
Website | 11,462 | 11,462 | 3 years | |||||||
Construction in Process | 1,018,509 | - | ||||||||
Total | 3,974,575 | 2,031,305 | ||||||||
Less: Accumulated depreciation and amortization | -1,360,991 | -674,941 | ||||||||
$ | 2,613,584 | $ | 1,356,364 | |||||||
We recorded depreciation expense of $708,978 and $475,320 for the years ended December 31, 2013 and 2012, respectively. | ||||||||||
Inventory
Inventory | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
Note 4: Inventory | ||||||||
On July 1, 2013, the Company terminated a Distribution Agreement dated November 17, 2010 with one of our key product manufacturers in which the manufacturer received and fulfilled customer sales orders for a majority of our products as more fully discussed in the “Shipping and Handling” section of Note 2 above. In connection with the termination of the agreement, the Company purchased an aggregate $4,664,421 of product inventory, and took over control of customer order fulfillment through our Franklin, Tennessee warehouse. | ||||||||
Inventory consisted of the following at December 31, 2013 and 2012: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Product Inventory | 15,772,368 | 257,975 | ||||||
The Company reserves for obsolete and slow moving inventory based on the age of the product as determined by the expiration date. Products within one year of their expiration dates are considered for reserve purposes. Historically, we have had minimal returns, and any damaged packaging is sent back to the manufacturer for replacement. The Company recorded a reserve for obsolete and slow moving inventory of $229,148 as of December 31, 2013. | ||||||||
Debt_Securities
Debt Securities | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||
Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block] | ' | ||||||||||
Note 5: Debt Securities | |||||||||||
Biozone Convertible Note | |||||||||||
On August 26, 2013, the Company purchased, for an aggregate $2,000,000, a secured convertible promissory note from Biozone Pharmaceuticals, Inc. (“Biozone”) (OTC:BZNE) that matures one year from the date of issuance, and certain derivative instruments (Note 6), the value of which was recorded as a discount to the note to be accreted over the note’s term. In addition, a change of control put option was identified but is not recorded as a derivative because the value was determined to be deminimus. The promissory note bears interest at a rate of 10% per annum, is convertible at any time prior to the maturity date into 10,000,000 shares of Biozone common stock at the conversion rate of $0.20 per share, and contains certain put and call features. The Company’s ability to convert into Biozone Common Stock is restricted by a beneficial ownership limitation of 4.99% of the number of the common stock outstanding after giving effect to the issuance of common stock issuable upon conversion. This conversion limit can be changed by the Company upon at least 60 days’ notice. | |||||||||||
The Company classified this note as a Level 2 available-for-sale security and engaged an independent third party firm to value the note and its embedded conversion features each reporting period. Changes in the reported value of the note were included as a component of other comprehensive income until the note was settled. The note had a fair value on the purchase date of $1,955,462, and was purchased at a $44,538 premium. The premium was netted against a discount of $1,248,292 attributable to the derivative instrument to be accreted as interest income over the stated maturity of the note. | |||||||||||
On October 24, 2013, the Company converted principal in the amount of $1,000,000 into 5,000,000 shares of Biozone’s common stock and was repaid the remaining principal of $1,000,000 and accrued interest of $32,877 to satisfy the remaining debt. All remaining amounts related to the note discount have been recognized in interest income and the changes in fair value have been recorded in net income. All amounts carried in other comprehensive income related to this note have been reclassified to net income upon its retirement. The Company recognized a total loss on this debt security upon conversion of $13,900. | |||||||||||
Fuse Convertible Note | |||||||||||
On November 7, 2013, the Company purchased, for an aggregate $200,000, a senior secured convertible promissory note from Fuse Science Inc. (“Fuse”) (OTC:DROP) that matures 90 days from the date of issuance, and certain derivative instruments (Note 6), the value of which was recorded as a discount to the note to be accreted over the note’s term. The promissory note bears interest at a rate of 10% per annum and is convertible at any time prior to the maturity date into 3,076,923 shares of Fuse common stock at the conversion rate of $0.065 per share. The Company’s ability to convert into Fuse common stock is restricted by a beneficial ownership limitation of 9.99% of the number of the common stock outstanding after giving effect to the issuance of common stock issuable upon conversion. | |||||||||||
The Company has classified this note as a Level 2 trading security and has used a Black Scholes valuation model to determine the value of the conversion option and detachable derivative instrument. Changes in the reported value of the note will be included as a component of net income. Values of $1,910 and $142,707 attributable to the conversion option and derivative instruments, respectively, have been recorded as a discount to be accreted as interest income over the stated maturity of the note. As of December 31, 2013, the portion of the discount not yet accreted was $9,974. | |||||||||||
On December 11, 2013, the Company amended the Fuse note and funded an additional $75,000 under the original terms of the note. A value of $31,867 attributable to the purchased derivative instruments has been recorded as a discount to be accreted as interest income over the stated maturity of the note. As of December 31, 2013, the portion of the discount not yet accreted was $5,311. | |||||||||||
The following table summarizes the Company’s marketable securities activity for the year ended December 31, 2013: | |||||||||||
Biozone | Fuse Note | Total | |||||||||
Note | |||||||||||
FV of debt security on purchase date | $ | 1,955,462 | $ | 275,000 | $ | 2,230,462 | |||||
Premium on purchase date | 44,538 | - | 44,538 | ||||||||
Discount for value of derivative instrument and conversion option | -1,248,292 | -176,484 | -1,424,776 | ||||||||
Accretion of net discount | 1,248,292 | 161,199 | 1,409,491 | ||||||||
Conversion of principal | -1,000,000 | - | -1,000,000 | ||||||||
Repayments received | -1,000,000 | - | -1,000,000 | ||||||||
Balance – December 31, 2013 | $ | - | $ | 259,715 | $ | 259,715 | |||||
See Note 17(B) for subsequent event related to the Fuse Note. | |||||||||||
Derivative_Instruments
Derivative Instruments | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | ' | ||||
Note 6: Derivative Instruments | |||||
Biozone Warrants | |||||
In conjunction with the purchase of the Biozone convertible promissory note discussed in Note 5, the Company received a callable warrant to purchase up to 10,000,000 shares of Biozone at an exercise price of $0.40 per share with an expiration date of 10 years from the date of issuance. The initial value of the warrant was $1,248,292 and was recorded as a discount against the note. The Company’s ability to exercise the warrant is limited by a beneficial ownership limitation of 4.99% of the number of the common shares outstanding in Biozone after giving effect to the exercise of the warrant. | |||||
The Company classified the warrant as a Level 2 fair value measurement, and engaged an independent third party firm to value the warrant using a binomial lattice pricing model where the option value is calculated using a backward induction process. This model considers price volatility, time, and dilutive effect of exercising. The pricing model assumes a volatility of 70% at the dates of purchase and period end. | |||||
On November 25, 2013, the Company entered into a sale agreement with several accredited investors to sell the Biozone warrants for an aggregate purchase price of $1,250,000. | |||||
Fuse Warrants | |||||
In conjunction with the purchase of the Fuse convertible promissory note as amended and discussed in Note 5, the Company received callable warrants to purchase up to 9,165,750 shares of Fuse at an exercise price of $0.065 per share with expiration dates of 5 years from the date of issuance. The initial value of the warrants was $174,574 and was recorded as a discount against the note. | |||||
The Company has classified the warrant as a Level 2 fair value measurement, and used a Black Scholes model to value the warrant. This model considers price volatility, time and risk. | |||||
The following table summarizes the Company’s derivative asset activity for the year ended December 31, 2013: | |||||
Balance – December 31, 2012 | $ | - | |||
Fair value of warrants on purchase date | 1,422,866 | ||||
Sales | -1,250,000 | ||||
Realized gain (loss) | 1,708 | ||||
Unrealized gain (loss) | -55,326 | ||||
Balance – December 31, 2013 | $ | 119,248 | |||
Marketable_Securities
Marketable Securities | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Marketable Securities [Abstract] | ' | ||||
Marketable Securities Disclosure [Text Block] | ' | ||||
Note 7: Marketable Securities | |||||
The following table summarizes the Company’s marketable security activity for the year ended December 31, 2013: | |||||
Balance – December 31, 2012 | $ | - | |||
Debt Conversions | 1,000,000 | ||||
Sales | -1,500,000 | ||||
Realized gain (loss) | 500,000 | ||||
Unrealized gain (loss) | - | ||||
Balance – December 31, 2013 | $ | - | |||
Marketable securities represent the 5,000,000 shares of Biozone common stock that was received upon conversion of the debt security as discussed in Note 5 above. The 5,000,000 shares of Biozone common stock was sold for total proceeds of $1,500,000 and a realized gain of $500,000. | |||||
Debt
Debt | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
Note 8: Debt | |||||||||
At December 31, 2013 and 2012, debt consists of the following: | |||||||||
2013 | 2012 | ||||||||
Revolving line of credit | $ | 2,500,000 | $ | - | |||||
Auto loan - secured | 2,902 | 15,380 | |||||||
Unsecured debt | 59,600 | 4,452,183 | |||||||
Total debt | 2,562,502 | 4,467,563 | |||||||
Less: current portion | -2,562,502 | -4,463,040 | |||||||
Long term debt | $ | - | $ | 4,523 | |||||
Debt in default of $59,600 and $64,600 at December 31, 2013 and 2012, respectively, is included as a component of short-term debt. Debt in default is related to certain convertible notes issues in 2012 and prior where the notes were never converted to common stock or principle repaid. The Company is in the process of contacting the note holders and negotiating settlement of the notes. | |||||||||
Convertible Debt – Secured – Derivative Liabilities | |||||||||
During the year December 31, 2013, the Company issued no convertible debt. During the year ended December 31, 2012 the Company issued convertible debt totaling $519,950. The convertible debt includes the following terms: | |||||||||
Year Ended | |||||||||
December 31, 2012 | |||||||||
Amount of | |||||||||
Principal Raised | |||||||||
Interest Rate | 8% - 10% | ||||||||
Default interest rate | 0% - 20% | ||||||||
Maturity | January 3, 2012 to October 11, 2014 | ||||||||
Conversion terms 1 | 62% of lowest trade price for the last 7 trading days | 100,000 | |||||||
Conversion terms 2 | 65% of the lowest trade price in the 30 trading days previous to the conversion | 19,950 | |||||||
Conversion terms 3 | 35% multiplied by the average of the lowest three (3) trading prices (as defined below) for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. | 400,000 | |||||||
$ | 519,950 | ||||||||
The debt holders are entitled, at their option, to convert all or part of the principal and accrued interest into shares of the Company’s common stock at the conversion prices and terms discussed above. The Company classifies embedded conversion features in these notes as a derivative liability due to management’s assessment that the Company may not have sufficient authorized number of shares of common stock required to net-share settle or due to the existence of a ratchet due to an anti-dilution provision. See Note 9 regarding accounting for derivative liabilities. | |||||||||
During the year ended December 31, 2012, the Company converted debt and accrued interest, totaling $1,420,422 into 290,961 shares of common stock. The resulting loss on conversion of $351,021 is included in the $4,447,732 loss on settlement of accounts payable and debt as shown in the Consolidated Statement of Operations. | |||||||||
During the year ended December 31, 2012, $14,000 of convertible notes matured without conversion. These notes became demand loans and were reclassified as unsecured debt. Derivative liabilities associated with these notes were eliminated given the expiration of the embedded conversion option. | |||||||||
(A) | Revolving Line of Credit | ||||||||
On December 24, 2013, the Company entered into a revolving line of credit with U.S. Bank, N.A. in the amount of $2,500,000. The line of credit matures on September 15, 2014 and accrues interest at prime plus 2%, which is payable monthly. The interest rate at December 31, 2013 was 5.25%. The note is secured by a $2,500,000 savings account held at U.S. Bank, N.A. and is shown as restricted cash. | |||||||||
(B) | Unsecured Debt | ||||||||
Unsecured debt consisted of the following activity and terms: | |||||||||
Principal | Interest Rate | Maturity | |||||||
Balance – December 31, 2011 | 2,380,315 | ||||||||
Borrowings during the year ended December 31, 2012 | 5,304,000 | 15% - 110% | January 13, 2012 – October 1, 2013 | ||||||
Conversion of debt into 44,208 shares of common stock with a valuation of $469,683 ($8.08 - $13.60/share) | -150,000 | ||||||||
Repayments | -3,318,374 | ||||||||
Convertible debt added upon expiration of option | 14,000 | ||||||||
Balance adjustments | 117 | ||||||||
Interest and accrued interest (Included in total repayment) | 31,896 | ||||||||
Loss on repayment (Included in total repayment) | 190,229 | ||||||||
Balance – December 31, 2012 | 4,452,183 | ||||||||
Repayments | -4,392,583 | ||||||||
Balance – December 31, 2013 | $ | 59,600 | |||||||
(C) | Vehicle Loan | ||||||||
Vehicle loan account consisted of the following activity and terms: | |||||||||
Principal | Interest Rate | Maturity | |||||||
Balance - December 31, 2011 | $ | 26,236 | 6.99 | % | 28 payments of $1,008 | ||||
Repayments | -10,856 | ||||||||
Balance – December 31, 2012 | 15,380 | 6.99 | % | 16 payments of $1,008 | |||||
Repayments | -12,478 | ||||||||
Balance – December 31, 2013 | $ | 2,902 | 4 payments of $1,008 | ||||||
(D) | Debt Issue Costs | ||||||||
During the years ended December 31, 2013 and 2012, the Company paid debt issue costs totaling $7,500 and $662,209, respectively. | |||||||||
For the year ended December 31, 2012, the Company issued 22,633 warrants as cost associated with a debt raise. The initial derivative liability value of $427,759 was recorded as debt issue costs and derivative liability. | |||||||||
The following is a summary of the Company’s debt issue costs for the years ended December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Debt issuance costs | $ | 335,433 | $ | 851,923 | |||||
US Bank Line of Credit | 7,500 | - | |||||||
Accumulated amortization of debt issuance costs | -335,433 | -516,490 | |||||||
Debt issuance costs – net | $ | 7,500 | $ | 335,433 | |||||
During the years ended December 31, 2013 and 2012, the Company amortized $335,433 and $394,964, respectively in debt issuance costs. The US Bank Line of Credit debt issuance costs of $7,500 will be amortized to interest expense over the term of the credit line, and is included in Other current assets in our Consolidated Balance Sheets. | |||||||||
(E) | Debt Discount | ||||||||
During the year ended December 31, 2013, the Company had no debt discounts. During the year ended December 31, 2012, the Company recorded debt discounts totaling $3,554,673, respectively. | |||||||||
The debt discounts recorded in 2012 pertain to convertible debt and warrants that contain embedded conversion options that are required to be bifurcated and reported at fair value. | |||||||||
The Company amortized $6,122,006 to interest expense in the year ended December 31, 2012 as follows: | |||||||||
Debt discount – December 31, 2011 | 2,567,333 | ||||||||
Additional debt discount – year ended December 31, 2012 | 3,554,673 | ||||||||
Amortization of debt discount – year ended December 31, 2012 | -6,122,006 | ||||||||
Debt discount – December 31, 2012 | $ | - | |||||||
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Derivatives and Fair Value [Text Block] | ' | ||||||||
Note 9: Derivative Liabilities | |||||||||
The Company identified conversion features embedded within convertible debt, warrants and Series D Preferred Stock issued during the years ended December 31, 2013 and 2012 (see Notes 5, 6 and 8). The Company has determined that the features associated with the embedded conversion option should be accounted for at fair value as a derivative liability as the Company could not determine if a sufficient number of shares would be available to settle all transactions. | |||||||||
The fair value of the conversion feature is summarized as follows: | |||||||||
Derivative liability - December 31, 2011 | 7,061,238 | ||||||||
Fair value at the commitment date for debt instruments | 1,096,808 | ||||||||
Fair value at the commitment date for warrants issued | 7,526,671 | ||||||||
Fair value mark to market adjustment for debt instruments | -1,579,663 | ||||||||
Fair value mark to market adjustment for warrants | -4,345,916 | ||||||||
Fair value mark to market adjustment for Series C Preferred Stock issued | -59 | ||||||||
Reclassification to additional paid-in capital for financial instruments conversions and maturities | -4,124,387 | ||||||||
Warrant settlements | -5,634,692 | ||||||||
Derivative liability - December 31, 2012 | - | ||||||||
Fair value at the commitment date for equity instruments | 8,175,459 | ||||||||
Fair value at the commitment date for warrants issued | 96,913 | ||||||||
Fair value mark to market adjustment for equity instruments | 4,795,512 | ||||||||
Fair value mark to market adjustment for warrants | 58,452 | ||||||||
Conversion instruments exercised or settled | -11,979,006 | ||||||||
Derivative liability – December 31, 2013 | $ | 1,147,330 | |||||||
The Company recorded the debt discount to the extent of the gross proceeds raised, and expensed immediately the remaining value of the derivative as it exceeded the gross proceeds of the note. The Company recorded a derivative expense of $96,913 and $4,409,214 for the years ended December 31, 2013 and 2012, respectively. | |||||||||
The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2013: | |||||||||
Commitment Date | Re-measurement Date | ||||||||
Expected dividends | 0 | % | 0 | % | |||||
Expected volatility | 120 | % | 47 | % | |||||
Expected term: | 1 year | 1 year | |||||||
Risk free interest rate | 0.14 | % | 0.13 | % | |||||
The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2012: | |||||||||
Commitment Date | Re-measurement Date | ||||||||
Expected dividends | 0 | % | N/A | ||||||
Expected volatility | 228% -251 | % | N/A | ||||||
Expected term: | 6 months – 4 years | N/A | |||||||
Risk free interest rate | 0.09% - 0.72 | % | N/A | ||||||
Restricted_Stock_Units
Restricted Stock Units | 12 Months Ended |
Dec. 31, 2013 | |
Schedule Of Share Based Compensation Restricted Stock and Restricted Stock Units [Abstract] | ' |
Compensation and Employee Benefit Plans [Text Block] | ' |
Note 10: Restricted Stock Units | |
In November 2012, the Company granted 129,413 restricted stock units through restricted stock unit agreements to certain executives. Each restricted stock unit represents a contingent right to receive one share of the Company’s common stock upon vesting. The value of this award at the grant date was $449,900 and will be amortized over the vesting periods such that each tranche of restricted stock units will be fully amortized at the date of vesting. The restricted stock units vest in one tranche of 43,137 on January 1, 2013 and two tranches of 43,138 shares on January 1, 2014 and December 1, 2014. As of December 31, 2013, 43,137 restricted stock units have vested and the unamortized portion of this award is $149,967. | |
In June 2013, the Company approved a restricted stock award to certain key employees, officers and directors for 1,550,000 cumulative shares. The awarded shares were issued upon the award’s approval with ownership rights to be conveyed upon vesting. The value of this award at the grant date was $17,065,500. Of these shares, the Company estimates that 1,500,200 shares will fully vest for a total value of $16,517,202. This amount will be amortized over the vesting periods such that each tranche’s estimated shares of restricted stock will be fully amortized at the dates of vesting. The Company will periodically review this estimate for reasonableness and make adjustments as appropriate. The award vests in two tranches with 17% vesting December 31, 2013 and the remaining 83% vesting December 31, 2015 with the exception of certain executives under employment agreements that terminate prior to December 31, 2015. These awards will be amortized over the remaining term of their employment agreements. As of December 31, 2013, 263,500 shares have vested and the unamortized portion of this award is $13,616,067. | |
In December 2013, the Company granted the independent members of the Board of Directors a restricted stock grant of 19,364 shares as part of the annual director’s compensation plan. The awarded shares were issued upon the award’s approval with ownership rights to be conveyed upon vesting. The value of this award at the grant date was $152,000, and will be amortized over the vesting periods. The restricted stock award will vest in three equal tranches on July 1, 2014, July 1, 2015, and July 1, 2016. As of December 2013, no shares have vested and the unamortized portion of the awards was $126,660. | |
Total compensation expense for these awards recognized during the year ended December 31, 2013 was $3,075,272 and is included in operating expenses. | |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
Note 11: Income Taxes | ||||||||
Income taxes are provided for the tax effects of transactions reported in the 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. | ||||||||
At December 31, 2013, the Company has a net operating loss carry-forward of approximately $36,194,000 available to offset future taxable income. The Company has estimated state loss carry-forwards of approximately $8,011,000. Utilization of future net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These net operating loss carry-forwards have expiration dates starting in 2030 through 2033. | ||||||||
Income taxes have not been provided on undistributed earnings of certain foreign subsidiaries in an aggregate amount of $523,000 as of December 31, 2013 as the Company considers such earnings to be permanently reinvested outside the United States. The additional U.S. income tax that would arise on repatriation of the remaining undistributed earnings could be offset, in part, by foreign tax credits on such repatriation. However, it is impractical to estimate the amount of net income and withholding tax that might be payable. | ||||||||
The valuation allowance at December 31, 2013 was approximately $12,721,000. The net change in valuation allowance during the year ended December 31, 2013 was a decrease of approximately $937,000. 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, 2013. | ||||||||
The effects of temporary differences that gave rise to significant portions of deferred tax assets at December 31, 2013 and 2012, are approximately as follows: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Net operating loss carry forward | $ | 12,682,000 | $ | 8,871,000 | ||||
Amortization of debt discount and debt issue costs | - | 3,732,000 | ||||||
Uniform capitalization | 164,000 | - | ||||||
Stock options and warrants | -625,000 | 971,000 | ||||||
Depreciation | 161,000 | 74,000 | ||||||
Bad debt | 115,000 | 9,000 | ||||||
Inventory reserve | 85,000 | - | ||||||
Accrued liabilities | 81,000 | - | ||||||
General business credits | 39,000 | - | ||||||
Other | 19,000 | - | ||||||
Valuation allowance | -12,721,000 | -13,657,000 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
The Company incurred income tax expense of $115,483, and none, respectively for the years ended December 31, 2013 and 2012. Of the total tax provision, $105,483 is attributed to taxes for foreign operations. | ||||||||
The income tax provision includes the following: | ||||||||
December 31, 2013 | ||||||||
Current income tax expense: | ||||||||
Federal | $ | - | ||||||
State | 10,000 | |||||||
Foreign | 105,483 | |||||||
115,483 | ||||||||
Deferred income tax provision (benefit): | ||||||||
Federal | -199,971 | |||||||
State | 1,136,549 | |||||||
Change in valuation allowance | -936,578 | |||||||
- | ||||||||
Provision for (Benefit from) income taxes, net | $ | 115,483 | ||||||
The income tax provision differs from those computed using the statutory federal tax rate of 34% due to the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Federal tax benefit at statutory rate | $ | -5,984,836 | $ | -6,492,978 | ||||
State tax benefit – net of federal tax effect | 756,722 | -418,869 | ||||||
Foreign income taxes at other than 34% | -29,854 | - | ||||||
Derivative expense | 32,950 | 1,499,133 | ||||||
Change in fair value of derivative liability | 1,650,348 | -2,005,989 | ||||||
Loss on settlement of accounts payable | - | 1,495,124 | ||||||
Non-deductible stock compensation | 1,363,267 | 791,109 | ||||||
Other non-deductible expenses | 10,428 | 45,105 | ||||||
Tax deficiency on stock based compensation | 679,295 | - | ||||||
Amortization of debt discount | 176,308 | - | ||||||
Excess compensation – IRC 162(m) | 251,550 | |||||||
Deferred tax adjustment – prior year adjustments | 2,145,883 | - | ||||||
Change in valuation allowance | -936,578 | 5,087,365 | ||||||
Income tax expense | $ | 115,483 | $ | - | ||||
As a result of the assessment of FASB ASC 740-10), the Company has no unrecognized tax benefits. By statute, tax years ended in 2010-2012 are open to examination by the major taxing jurisdictions to which the Company is subject. | ||||||||
During the year ended December 31, 2013, net income before income taxes for our Canadian subsidiary was approximately $398,000 and net loss before income taxes for U.S. operations was approximately $18,000,000. | ||||||||
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | |||||||||||||||||||
Note 12: Stockholders’ Equity | ||||||||||||||||||||
The Company has four separate series of authorized preferred stock: | ||||||||||||||||||||
On November 26, 2012, the Company (i) effected a 1-for-850 reverse stock split of our common stock, including a proportionate reduction in the number of authorized shares of our common stock from 2.36 billion shares to 2.8 million shares of common stock, and (ii) amended our articles of incorporation to increase the number of authorized shares of common stock (post reverse stock split) from 2,941,177 to 100 million effective November 27, 2012. All share and per share amounts in this document for 2012 have been changed to give effect to the reverse stock split. | ||||||||||||||||||||
(A) | Series A Convertible Preferred Stock | |||||||||||||||||||
The shares of Series A have the following provisions: | ||||||||||||||||||||
· | Non-voting, | |||||||||||||||||||
· | No rights to dividends, | |||||||||||||||||||
· | No liquidation value, | |||||||||||||||||||
· | Convertible into 200 shares of common stock. | |||||||||||||||||||
(B) | Series B Preferred Stock (Related Parties) | |||||||||||||||||||
In August 2011, the Company issued an aggregate of 51 shares of Series B Preferred Stock to two of its officers. The Company accounted for the share issuance at par value as there was no future economic value that could be associated with the issuance. In September 2013, the outstanding 51 shares of Series B Preferred Stock were returned to the Company and retired. Pursuant to the certificate of designation, these shares were added back to general preferred stock pool upon their surrender and are not available for reissuance as Series B Preferred Stock without a new designation. | ||||||||||||||||||||
The shares of Series B had the following provisions: | ||||||||||||||||||||
· | Voting rights entitling the holders to an aggregate 51% voting control; | |||||||||||||||||||
· | Initially no rights to dividends; | |||||||||||||||||||
· | Stated value of $0.001 per share; | |||||||||||||||||||
· | Liquidation rights entitle the receipt of net assets on a pro-rata basis; and | |||||||||||||||||||
· | Non-convertible. | |||||||||||||||||||
(C) | Series C Convertible Preferred Stock | |||||||||||||||||||
In October 2011, the Company issued 190 shares of Series C Convertible Preferred Stock had a fair value of $190,000. Of the total shares issued, 100 shares were issued for $100,000 ($1,000 /share). The remaining 90 shares were issued for services rendered having a fair value of $90,000 ($1,000 /share), based upon the stated value per share. In March 2012, all 190 shares were converted into 22,353 common shares at a conversion price of $0.0085 per share and a loss of $614,984. | ||||||||||||||||||||
The shares of Series C have the following provisions: | ||||||||||||||||||||
· | Stated Value - $1,000 per share; | |||||||||||||||||||
· | Non-voting; | |||||||||||||||||||
· | Liquidation rights entitle an amount equal to the stated value, plus any accrued and unpaid dividends; | |||||||||||||||||||
· | As long as any Series C, convertible preferred stock is outstanding, the Company is prohibited from executing various corporate actions without the majority consent of the holders of Series C Convertible Preferred Stock authorization; and | |||||||||||||||||||
· | Convertible at the higher of (a) $8.50 or (b) such price that is a 50% discount to market using the average of the low 2 closing bid prices, 5 days preceding conversion. | |||||||||||||||||||
Due to the existence of an option to convert at a variable amount, the Company treated this series of preferred stock as a derivative liability due to the potential for settlement in a variable quantity of shares. Additionally, the Company computed the fair value of the derivative liability at the commitment date and remeasurement date, which was $293 and $175, respectively, using the Black-Scholes valuation model. This transaction is analogous to a dividend with a direct charge to retained earnings. | ||||||||||||||||||||
(D) Series D Convertible Preferred Stock | ||||||||||||||||||||
In January 2013, the Board of Directors authorized 1,600,000 shares of Series D convertible preferred stock. Between January 16, 2013 and February 4, 2013, the Company entered into separate subscription agreements with certain investors in connection with the offering, pursuant to which the Company sold an aggregate of 1,500,000 shares of Preferred Stock for aggregate gross proceeds of approximately $12 million. Pursuant to the Certificate of Designation of the Series D Convertible Preferred Stock filed with the Nevada Secretary of State on January 11, 2013 (the “Certificate of Designation”), each share of Preferred Stock is convertible into two shares of common stock, subject to adjustment as set forth in the Certificate of Designation. During 2013, 1,368,500 shares of Series D convertible preferred stock were converted on a one for two basis into 2,737,000 shares of common stock. | ||||||||||||||||||||
The shares of Series D have the following provisions: | ||||||||||||||||||||
· | Voting rights based on number of common shares of conversion option; | |||||||||||||||||||
· | Initially no rights to dividends; | |||||||||||||||||||
· | Liquidation rights entitle the receipt of net assets on a pro-rata basis; and | |||||||||||||||||||
· | Convertible into 2 shares of common stock, subject to adjustment. | |||||||||||||||||||
(E) Common Stock | ||||||||||||||||||||
During the year ended December 31, 2013, the Company issued the following common stock: | ||||||||||||||||||||
Transaction Type | Quantity | Valuation | Range of Value | |||||||||||||||||
(#) | ($) | per Share | ||||||||||||||||||
($) | ||||||||||||||||||||
Conversion of series D preferred stock to common stock | 2,737,000 | 11,823,833 | 2.80 – 7.54 | |||||||||||||||||
Cash and warrants | 1,191,332 | 10,559,332 | 8.26 – 10.50 | |||||||||||||||||
Executive/board of director compensation | 284,164 | 2,642,004 | 3.48 – 11.01 | |||||||||||||||||
Employee stock compensation | 51,000 | 561,510 | 11.01 | |||||||||||||||||
Stock issued for services and to settle liabilities | 2,217,511 | 20,213,475 | 4.02 – 12.99 | |||||||||||||||||
Total | 6,481,007 | 45,800,154 | 2.80 – 12.99 | |||||||||||||||||
During the year ended December 31, 2012, the Company issued the following common stock: | ||||||||||||||||||||
Transaction Type | Quantity | Valuation | Loss on | Range of Value | ||||||||||||||||
($) | Settlement | per Share | ||||||||||||||||||
($) | ($) | |||||||||||||||||||
Conversion of convertible debt | 246,753 | 950,739 | 61,124 | 2.98 - 8.08 | ||||||||||||||||
Conversion of unsecured/secured debt | 44,208 | 469,683 | 289,897 | 8.08 - 13.60 | ||||||||||||||||
Forbearance of agreement terms | 95,528 | 1,240,032 | - | 7.14 - 27.54 | ||||||||||||||||
Cash and warrants | 199,422 | 1,660,760 | - | 7.59 - 8.50 | ||||||||||||||||
Executive compensation (1) | 431,034 | 4,686,514 | - | 8.93 - 17.71 | ||||||||||||||||
Stock issued for future services | 113,740 | 1,107,719 | - | 4.75 - 21.25 | ||||||||||||||||
Conversion of series C preferred stock to common stock | 22,353 | 614,984 | 614,984 | 27.51 | ||||||||||||||||
Warrant conversions/settlements | 853,082 | 7,295,768 | 1,505,906 | 5.44 - 15.73 | ||||||||||||||||
Stock issued in lieu of interest | 58,945 | 334,099 | - | 5.50 – 10.62 | ||||||||||||||||
Additional shares due to roundup provision of certificates upon reverse split | 561 | - | - | - | ||||||||||||||||
Total | 2,065,626 | 18,360,298 | 2,471,911 | 0.00 – 27.54 | ||||||||||||||||
-1 | Represents common stock issued for prior year 2011 accrued compensation of $4,667,764 settled in 2012 and directors awards. | |||||||||||||||||||
The fair value of all stock issuances above is based upon the quoted closing trading price on the date of issuance, except for stock and warrants issued for cash, which is based on the cash received. | ||||||||||||||||||||
(F) | Stock Options | |||||||||||||||||||
On February 1, 2010, the Company's Board of Directors and shareholders approved the 2010 Stock Incentive Plan ("2010 Plan"). The 2010 Plan allows the Company to grant incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights to key employees, directors, consultants, advisors and service providers of the Company or its subsidiaries. Any stock option granted in the form of an incentive stock option will be intended to comply with the requirements of Section 422 of the Code. Only stock options granted to employees qualify for incentive stock option treatment. No incentive stock option shall be granted after February 1, 2020, which is 10 years from the date the 2010 Plan was initially adopted. A stock option may be exercised in whole or in installments, which may be cumulative. Shares of common stock purchased upon the exercise of a stock option must be paid for in full at the time of the exercise in cash or such other consideration determined by the compensation committee. Payment may include tendering shares of common stock or surrendering of a stock award, or a combination of methods. | ||||||||||||||||||||
The 2010 Plan is administered by the Compensation Committee. The Compensation Committee has full and exclusive power within the limitations set forth in the 2010 Plan to make all decisions and determinations regarding the selection of participants and the granting of awards; establishing the terms and conditions relating to each award; adopting rules, regulations and guidelines; and interpreting the 2010 Plan. The Compensation Committee will determine the appropriate mix of stock options and stock awards to be granted to best achieve the objectives of the 2010 Plan. The 2010 Plan may be amended by the Board of Directors or the compensation committee, without the approval of stockholders, but no such amendments may increase the number of shares issuable under the 2010 Plan or adversely affect any outstanding awards without the consent of the holders thereof. The total number of shares that may be issued shall not exceed 5,883, subject to adjustment in the event of certain recapitalizations, reorganizations and similar transactions. | ||||||||||||||||||||
On April 2, 2010, the Company issued 3,260 stock options, having a fair value of $630,990, which was expensed immediately since all stock options vested immediately. These stock options expire on April 2, 2015. | ||||||||||||||||||||
The Company applied fair value accounting for all share based payments awards. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. | ||||||||||||||||||||
The following is a summary of the Company’s stock option activity: | ||||||||||||||||||||
Options | Weighted Average | Weighted Average | Aggregate | |||||||||||||||||
Exercise Price | Remaining | Intrinsic Value | ||||||||||||||||||
Contractual Life | ||||||||||||||||||||
Balance – December 31, 2011 | 1,906 | $ | 425 | 3.25 years | ||||||||||||||||
Granted | - | - | ||||||||||||||||||
Exercised | - | - | ||||||||||||||||||
Forfeited/Cancelled | -59 | $ | 425 | |||||||||||||||||
Balance – December 31, 2012 | 1,847 | $ | 425 | 2.25 years | - | |||||||||||||||
Granted | - | |||||||||||||||||||
Exercised | - | |||||||||||||||||||
Forfeited/Cancelled | -1,375 | $ | 425 | |||||||||||||||||
Balance – December 31, 2013 – outstanding | 472 | $ | 425 | 1.25 years | - | |||||||||||||||
Balance – December 31, 2013 – exercisable | 472 | $ | 425 | 1.25 years | - | |||||||||||||||
Outstanding options held by related parties – 2013 | - | |||||||||||||||||||
Exercisable options held by related parties – 2013 | - | |||||||||||||||||||
Outstanding options held by related parties – 2012 | 1,177 | |||||||||||||||||||
Exercisable options held by related parties – 2012 | 1,177 | |||||||||||||||||||
(G) | Stock Warrants | |||||||||||||||||||
All warrants issued during years ended December 31, 2013 and 2012 were accounted for as derivative liabilities. See Note 9. | ||||||||||||||||||||
During the year ended December 31, 2013, the Company entered into convertible equity agreements. As part of these agreements, the Company issued warrants to convert 1,500,000 shares of Series D preferred stock into 3,000,000 shares of common stock. Additionally, the Company issued warrants to purchase 40,000 shares of common stock in conjunction with a consulting agreement. | ||||||||||||||||||||
During the year ended December 31, 2012, the Company entered into convertible note and unsecured note agreements. As part of these agreements, the Company issued warrants to purchase 500,721 shares of common stock. Each warrant vests six months after issuance and expire July 13, 2014 – October 16, 2014, with exercise prices ranging from $10.20 - $12.75. All warrants contain anti-dilution rights, and are treated as derivative liabilities. All warrants issued during the year ended December 31, 2012, were converted in 2012. | ||||||||||||||||||||
A summary of warrant activity for the Company for the years ended December 31, 2013 and 2013 is as follows: | ||||||||||||||||||||
Number of Warrants | Weighted Average Exercise Price | |||||||||||||||||||
Balance at December 31, 2011 | 333,340 | 20.33 | ||||||||||||||||||
Granted | 500,721 | 10.2 | ||||||||||||||||||
Exercised | -37,648 | 7.57 | ||||||||||||||||||
Converted | -796,324 | 10.2 | ||||||||||||||||||
Balance at December 31, 2012 | 89 | 1,275.00 | ||||||||||||||||||
Granted | 3,040,000 | 4.09 | ||||||||||||||||||
Exercised/settled | -2,777,000 | 4.09 | ||||||||||||||||||
Balance at December 31, 2013 | 263,089 | 4.43 | ||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Weighted Average | ||||||||||||||||||||
Remaining | Weighted | |||||||||||||||||||
Range of | Number | Contractual Life (in | Weighted Average | Number | Average | |||||||||||||||
Exercise Prices | Outstanding | years) | Exercise Price | Exercisable | Exercise Price | Intrinsic Value | ||||||||||||||
$ | 4 - 1,275 | 263,089 | 1 | $ | 4.43 | 263,089 | $ | 4.43 | $ | 1,015,533 | ||||||||||
(H) | Treasury Stock | |||||||||||||||||||
During the year ended December 31, 2013, the Company repurchased 138,825 shares of its common stock for the total sum of $1,193,783 or an average of $8.60 per share. Of this amount, $1,037,320 or $7.47 per share was considered repurchase of securities and $156,463 was recorded as a loss on settlement and is included in Gain on settlement of accounts payable in the Consolidated Statement of Operations. Included in the repurchase of securities was 120,000 shares, or $934,000, of common stock repurchased by the Company as part of a stock repurchase plan described more fully in Note 12(J). During the year ended December 31, 2012, the Company repurchased 31,096 shares of its common stock for the total sum of $460,978 or an average of $14.82 per share. | ||||||||||||||||||||
The Company records the value of its common stock held in treasury at cost. The Company has not cancelled these shares, and they remain available for re-issuance. | ||||||||||||||||||||
(I) | Consulting Agreement | |||||||||||||||||||
On July 12, 2012, the Company entered into consulting agreements with two outside consulting firms to provide services related to the capital restructuring of the Company. These agreements were subsequently amended in March of 2013 and again in April of the same year. During 2013, the Company recognized expenses related to the GRQ and Melechdavid agreements of $7,015,077 which are classified under Professional fees in the Consolidated Statement of Operations. The Company’s obligations under the GRQ and Melechdavid agreements were completely satisfied as of July 12, 2013 and the agreements have not been renewed or extended. | ||||||||||||||||||||
(J) | Stock Repurchase Plan | |||||||||||||||||||
On December 10, 2013, the Board of Directors approved a one year, $5 million stock repurchase plan allowing for the repurchase of up to $5,000,000 of MusclePharm common stock over a one year period. During December 2013, the Company repurchased 120,000 shares of MusclePharm common stock with an aggregate price of approximately $934,000. These shares are accounted for using the cost method and are included as a component of Treasury Stock in our Consolidated Balance Sheets. | ||||||||||||||||||||
Commitments_Contingencies_and_
Commitments, Contingencies and Other Matters | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||||||||||||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||||||||||||||
Note 13: Commitments, Contingencies and Other Matters | |||||||||||||||||
(A) | Operating Lease | ||||||||||||||||
The Company accounts for leases as operating or capital based on the criteria set forth in ASC 840-10-25-1. The Company has various non-cancelable operating leases with terms expiring through 2017. | |||||||||||||||||
Future minimum annual lease payments for the above leases are approximately as follows: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | $ | 623,114 | |||||||||||||||
2015 | 439,033 | ||||||||||||||||
2016 | 121,322 | ||||||||||||||||
2017 | 19,965 | ||||||||||||||||
Total minimum lease payments | $ | 1,203,434 | |||||||||||||||
Rent expense for the years ended December 31, 2013 and 2012, was $607,774 and $337,584, respectively. | |||||||||||||||||
(B) | Capital Leases | ||||||||||||||||
The Company accounts for leases as operating or capital based on the criteria set forth in ASC 840-10-25-1. As of December 31, 2013, the Company had $84,151 in leased assets classified as Furniture, Fixtures, and Equipment under Property and equipment in the Consolidated Balance Sheets. The accumulated depreciation on leased assets as of December 31, 2013 was $1,750. Short term capital lease liabilities are included as a component of current liabilities, and the long-term portion is included as a component of long term liabilities in our Consolidated Balance Sheets. | |||||||||||||||||
In August 2013, the Company entered into a lease agreement for the lease of certain equipment to be used by the Company. The agreement stipulates 36 monthly payments of $410.24 and provides for an automatic transfer of ownership at lease end. The interest rate implicit in this lease is 9.5%. | |||||||||||||||||
In November 2013, the Company entered into a lease agreement for the lease of certain equipment to be used by the Company. The agreement stipulates 36 monthly payments of $414.64 and provides for an automatic transfer of ownership at lease end. The interest rate implicit in this lease is 5.25%. | |||||||||||||||||
In December 2013, the Company entered into four lease agreements for the lease of certain equipment to be used by the Company. The agreements stipulate 36 monthly payments of $490.53 and provide for an automatic transfer of ownership at lease end. The interest rate implicit in these leases is 5.25%. | |||||||||||||||||
As of December 31, 2013 and December 31, 2012, the Company had an outstanding balance on capital leases of $81,292, and $0, respectively. Future minimum lease payments are as follows: | |||||||||||||||||
Years Ending December 31, | |||||||||||||||||
2014 | $ | 33,480 | |||||||||||||||
2015 | 33,480 | ||||||||||||||||
2016 | 28,631 | ||||||||||||||||
Total minimum lease payments | 95,591 | ||||||||||||||||
Less amounts representing interest | -14,299 | ||||||||||||||||
Present value of minimum lease payments | $ | 81,292 | |||||||||||||||
(C) | Legal Matters | ||||||||||||||||
From time to time, the Company is or may become involved in various legal proceedings that arise in the ordinary course of business or otherwise. Legal proceedings are subject to inherent uncertainties as to timing, outcomes, costs, expenses and time expenditures by the Company’s management and others on behalf of the Company. Although there can be no assurance, based on information currently available the Company’s management believes that the outcome of legal proceedings that are pending or threatened against the Company will not have a material effect on the Company’s financial condition. However, the outcome of any of these matters is neither probable nor reasonably estimable. | |||||||||||||||||
As of December 31, 2013, the Company was not a party to any material litigation. During 2013, we settled several immaterial lawsuits including the following case: | |||||||||||||||||
· | William Bossung and Bishop Equity Partners LLC v. MusclePharm Corporation, Clark County, Nevada District Court. Date instituted: December 8, 2011. Plaintiff alleges that additional monetary payments are due under a settlement for outstanding warrants. The Company reached a settlement with William Bossung and Bishop Equity Partners LLC effective September 30, 2013 for shares of fully vested restricted shares of MusclePharm Common Stock. The settlement is included in General and administrative expense in the Consolidated Statement of Operations. | ||||||||||||||||
(D) | Product Liability | ||||||||||||||||
As a manufacturer of nutritional supplements and other consumer products that are ingested by consumers, the Company may be subject to various product liability claims. Although we have not had any material claims to date, it is possible that current and future product liability claims could have a material adverse effect on our business or financial condition, results of operations or cash flows. The Company currently maintains product liability insurance with a deductible/retention of $10,000 per claim with an aggregate cap on retained loss of $5,000,000. At December 31, 2013, the Company had not recorded any accruals for product liabilities. | |||||||||||||||||
(E) | Sponsorship and Endorsement Contract Liabilities | ||||||||||||||||
The Company has various non-cancelable endorsement and sponsorship agreements with terms expiring through 2017. The total value of outstanding payments as of December 31, 2013 was $16,286,916. The total outstanding payments are as follows: | |||||||||||||||||
Outstanding Payments | 2014 | 2015 | 2016 | 2017 | Total | ||||||||||||
Endorsement | $ | 2,031,250 | $ | 2,385,833 | $ | 833,333 | $ | - | $ | 5,250,416 | |||||||
Sponsorship | 4,745,000 | 4,832,500 | 1,125,000 | 100,000 | 10,802,500 | ||||||||||||
Service | 174,000 | 60,000 | - | - | 234,000 | ||||||||||||
Total | $ | 6,950,250 | $ | 7,278,333 | $ | 1,958,333 | $ | 100,000 | $ | 16,286,916 | |||||||
See Note 16 of Notes to Consolidated Financial Statements for more detail regarding endorsement contracts. | |||||||||||||||||
(F) | SEC Investigation | ||||||||||||||||
In July 2013 the Company received a formal order of investigation of the Company from the Denver Regional Office of the Securities and Exchange Commission. As a result of that formal order, the Company is conducting a review of its internal controls, disclosures of related party transactions, settlements of claims including share issuance, executive compensation, and disclosure of perquisites for the periods of 2010 and 2011. There can be no assurance that these are the only subject matters of concern, what the nature or amounts in question will be, or that these are the only periods under review. | |||||||||||||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 14: Related Party Transactions | |
Ryan DeLuca, the Chief Executive Officer of one of our major customers, Bodybuilding.com, is the brother of Jeremy DeLuca, MusclePharm’s President of Sales and Marketing. We did maintain a business relationship with Bobybuilding.com prior to hiring Mr. DeLuca. We do not offer preferential pricing of our products to Bodybuilding.com based on these relationships. Sales of products to Bodybuilding.com were $33,977,368 and $25,060,518 for the years ended December 31, 2013 and 2012, respectively. Bodybuilding.com owed the Company approximately $2 million and $827,000 in trade receivables as of December 31, 2013 and 2012, respectively. | |
We lease our office and warehouse facility in Hamilton, Ontario, Canada from 2017275 Ontario Inc., which is a company owned by Renzo Passaretti, VP and General Manager of MusclePharm Canada Enterprises Inc., our wholly owned Canadian subsidiary. In 2013 and 2012, we paid rent of $75,035 and $59,303, respectively. The lease expires March 31, 2014. | |
As discussed in Notes 5 and 6, on August 26, 2013, we entered into a Securities Purchase Agreement with BioZone Pharmaceuticals, Inc. (“Biozone”) pursuant to which we bought (i) $2,000,000 of a 10% secured convertible promissory notes and (ii) a warrant to purchase 10,000,000 shares of the Seller’s common stock, at an exercise price of $0.40 per share, for an aggregate purchase price of $2,000,000. Dr. Philip Frost, a significant investor in the Company and a member of its scientific advisory board, is the Chairman and CEO of OPKO Health, Inc. (“OPKO”), and is the trustee of Frost Gamma Investments Trust (“Frost Gamma”). Each of Dr. Frost, OPKO, and Frost Gamma were significant shareholders in Biozone. | |
On October 16, 2013, the Company entered into an Office Lease Agreement with Frost Real Estate Holdings, LLC, a Florida limited liability company owned by Dr. Phillip Frost. Pursuant to the Lease, the Company rents 1,437 square feet of office space for an initial term of three years, with an option to renew the lease for an additional three year term. Total lease commitments under the initial term of the lease are $142,923. As of December 31, 2013, we owed Frost Real Estate Holding, LLC, $13,289 under the terms of the lease. | |
Subsequent to year end, the Company purchased split dollar life insurance policies on certain key executives. These policies provide a split of 50% of the death benefit proceeds to the Company and 50% to the officer’s designated beneficiaries. | |
On February 15, 2012, Mr. Drew Ciccarelli filed a Schedule 13G with the Securities and Exchange Commission which indicated Mr. Ciccarelli owned approximately 9.94% of the Company’s common stock at that time. Prior to such date, the Company entered into a Sportswear License Agreement with MusclePharm Sportswear LLC, of which Mr. Ciccarelli was the principle owner, pursuant to which the Company received $250,000 in fees. In November 2013, that agreement was terminated. | |
Subsequent to February 15, 2012, the Company entered in a Mutual Rescission and Release Agreement with Mr. Ciccarelli pursuant to which certain purchases of the Company’s common stock previously made by Mr. Ciccarelli were rescinded. Also subsequent to February 15, 2012, the Company entered into a Warrant Conversion Agreement with Mr. Ciccarelli pursuant to which certain outstanding warrants to purchase shares of the Company’s common stock then owned by Mr. Ciccarelli were converted into shares of the Company’s common stock. | |
Defined_Contribution_Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Pension and Other Postretirement Benefits Disclosure [Text Block] | ' |
Note 15: Defined Contribution Plan | |
The Company has a 401(k) defined contribution plan, in which all eligible employees may participate. The 401(k) plan is a contributory plan. Matching contributions are based upon the amount of the employees’ contributions. Beginning January 1, 2012, the Company may make an additional discretionary 401(k) plan matching contribution to eligible employees. During years ended December 31, 2013 and 2012, the Company’s matching contributions were $61,063 and $42,800, respectively. | |
Endorsement_Agreement
Endorsement Agreement | 12 Months Ended |
Dec. 31, 2013 | |
Endorsement Agreement [Abstract] | ' |
Endorsement Agreement [Text Block] | ' |
Note 16: Endorsement Agreement | |
On July 26, 2013, the Company entered into an Endorsement Licensing and Co-Branding Agreement by and among, the Company, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc. Under the terms of the Agreement, Mr. Arnold Schwarzenegger will co-develop a special Arnold Schwarzenegger product line and will be co-marketed under Mr. Schwarzenegger’s name and likeness. | |
In connection with this agreement, the Company also issued Marine MP, LLC fully vested restricted shares of common stock. As of December 31, 2013, the amount of unamortized stock compensation expense related to this agreement was $7,300,800. The current and non-current portions of this unamortized stock compensation are included as a component of Prepaid Stock Compensation in the Consolidated Balance Sheet. | |
Subsequent_Events
Subsequent Events | 12 Months Ended | ||
Dec. 31, 2013 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events [Text Block] | ' | ||
Note 17: Subsequent Events | |||
(A) Biozone | |||
On January 2, 2014, the Company closed the transactions contemplated in the Asset Purchase Agreement (the “APA”) dated November 12, 2013 with BioZone Pharmaceuticals, Inc. (“BioZone”) and its subsidiaries, BioZone Laboratories, Inc., and Bakers Cummins Corporation (collectively, the “Seller”). At closing, the Company acquired substantially all of the operating assets of BioZone, including all assets associated with QuSomes, HyperSorb and EquaSomes drug delivery technologies and the name “Biozone”, “Biozone Laboratories” and similar names and domain names (and excluding certain assets including cash on hand). The closing was subject to certain conditions precedent including delivery of a fairness opinion to the Company by its financial advisor, which MSLP has obtained. | |||
The base purchase price under the APA was 1.2 million shares of the Company’s common stock, par value $0.001 per share, of which 600,000 shares were placed into escrow for a period of 9 months to cover indemnification obligations and which shares are also subject to repurchase from the escrow for $10.00 per share in cash during the 9 month escrow period. The remaining 600,000 non-escrowed shares were issued to Biozone upon closing and are subject to a lockup agreement which permit private sales (subject to the lockup and certain leak out provisions). | |||
(B) Fuse Note Extension of Maturity Date | |||
On January 3, 2014, the Company extended the maturity of its convertible note, as more fully described in Notes 5 and 6, with Fuse Sciences. The convertible note has a face amount of $275,000 and a maturity date of January 3, 2019. | |||
(C) | Director Stock Issuance | ||
On March 17, 2014, the Company granted the independent members of the Board of Directors a restricted stock grant of 48,856 shares as part of the annual director’s compensation plan. The awarded shares were issued upon the award’s approval with ownership rights to be conveyed upon vesting. The value of this award at the grant date was $320,007, and will be amortized over the vesting periods. The restricted stock award will vest in three equal tranches on March 17, 2014, March 17, 2015, and March 17, 2016. | |||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||
Principles of Consolidation | |||||||||
The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiary MusclePharm Canada Enterprises Corp (“MusclePharm Canada”). MusclePharm Canada began operations in April 2012. All intercompany accounts and transactions between MusclePharm Corporation and MusclePharm Canada have been eliminated upon consolidation. | |||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||
Use of Estimates | |||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. | |||||||||
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future non-conforming events. Accordingly, the actual results could differ significantly from estimates. | |||||||||
Risks and Uncertainties [Policy Text Block] | ' | ||||||||
Risks and Uncertainties | |||||||||
The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. | |||||||||
Liquidity Disclosure [Policy Text Block] | ' | ||||||||
Management’s Plans with Respect to Liquidity and Capital Resources | |||||||||
The Company’s management believes that with increased sales expansion and the opening of the Franklin, Tennessee distribution center, there will be opportunities to increase sales; however, the Company may need to continue to raise capital in order execute the business plan, which includes buying more inventory and broadening the sales platform. There can be no assurance that such capital will be available. | |||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||
Cash and Cash Equivalents | |||||||||
The Company considers all highly liquid instruments purchased with an original maturity of three months or less and money market accounts to be cash equivalents. At December 31, 2013 and 2012, the Company had no cash equivalents. | |||||||||
The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At December 31, 2013, we had two bank accounts that exceeded the federally insured limit. At December 31, 2012, there were no balances that exceeded the federally insured limit. | |||||||||
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||||||||
Restricted Cash | |||||||||
The Company segregates cash that is restricted in its use based on contractual provisions from unrestricted cash and cash equivalent balances. See Note 8(A) for further discussion on our December 31, 2013 restricted cash balance. | |||||||||
Accounts Receivable and Allowance For Doubtful Accounts [Policy Text Block] | ' | ||||||||
Accounts Receivable and Allowance for Doubtful Accounts | |||||||||
Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms. Prior to July 1, the accounts receivable were sent directly to the Company’s third party manufacturer and netted with any outstanding liabilities to the manufacturer. Subsequent to July 1, the Company took over the receipt and processing of accounts receivable. The Company periodically evaluates the collectability of its accounts receivable and considers the need to establish an allowance for doubtful accounts based upon historical collection experience and specific customer information. Accordingly, the actual amounts could vary from the recorded allowances. There is also a review of customer discounts at the period end and an accrual made for discounts earned but not yet utilized by period end. | |||||||||
Management performs ongoing evaluations of the Company’s customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Management reviews accounts receivable quarterly and reduces the carrying amount by a valuation allowance that reflects management’s best estimate of amounts that may not be collectible. Allowances, if any, for uncollectible accounts receivable are determined based upon information available and historical experience. Bad debt expense recognized as a result of our valuation allowance is classified under General and administrative expense in the Consolidated Statement of Operations. | |||||||||
The Company does not charge interest on past due receivables. Receivables are determined to be past due based on the payment terms of the original invoices. The Company’s finance department contacts customers with past due balances to request payment. | |||||||||
Accounts receivable consisted of the following at December 31, 2013 and 2012: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 14,830,487 | $ | 4,416,193 | |||||
Less: allowance for discounts | -1,060,000 | -1,088,720 | |||||||
Less: allowance for doubtful accounts | -29,307 | -25,129 | |||||||
Accounts receivable – net | $ | 13,741,180 | $ | 3,302,344 | |||||
At December 31, 2013 and 2012, the Company had the following concentrations of accounts receivable with customers: | |||||||||
Customer | 2013 | 2012 | |||||||
A | 24 | % | 0 | % | |||||
B | 16 | % | 6 | % | |||||
Bodybuilding.com | 14 | % | 20 | % | |||||
D | 5 | % | 24 | % | |||||
Inventory, Policy [Policy Text Block] | ' | ||||||||
Inventory | |||||||||
Inventory is valued at the lower of cost or market value. Product-related inventory is maintained using the First-In First-Out method. To estimate any necessary obsolescence or lower-of-cost-or-market adjustments, various assumptions are made in regard to excess or slow-moving inventories, non-conforming inventories, expiration dates, current and future product demand, production planning and market conditions. | |||||||||
Prepaid Giveways [Policy Text Block] | ' | ||||||||
Prepaid Giveaways | |||||||||
Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. | |||||||||
Prepaid Sponsorship Fees [Policy Text Block] | ' | ||||||||
Prepaid Sponsorship and Endorsement Fees | |||||||||
Prepaid sponsorship and endorsement fees represent fees paid in connection with Company sponsorships of certain events and trade shows as well as prepaid athlete endorsement fees, which are expensed over the period the fees are earned. A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts. Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions. Generally, endorsement payments are expensed straight-line over the term of the contract after giving recognition to periodic performance compliance provisions of the contract. Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period for which the prepayment applies. | |||||||||
Compensation Related Costs, Policy [Policy Text Block] | ' | ||||||||
Prepaid Stock Compensation | |||||||||
Prepaid stock compensation represents amounts paid with stock for future contractual benefits to be received. The Company amortizes these contractual benefits over the life of the contracts using the straight-line method. | |||||||||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||||||||
Property and Equipment | |||||||||
Property and equipment are stated at cost and depreciated to their estimated residual value over their estimated useful lives. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are relieved from the accounts and the resulting gains or losses are included in the Statements of Operations. Repairs and maintenance costs are expensed as incurred. Depreciation is provided using the straight-line method for all property and equipment. | |||||||||
Deferred Equity Costs Policy [Policy Text Block] | ' | ||||||||
Deferred Equity Costs | |||||||||
Costs associated with equity offerings are initially classified as deferred equity costs until moneys are received from the sale of equity shares. Upon receipt of funds, the Company nets any deferred equity costs against the gross proceeds recorded as equity. | |||||||||
Other Current Assets Policy [Policy Text Block] | ' | ||||||||
Other Current Assets | |||||||||
Other current assets are primarily made up of several items of prepaid expenses including legal retainers, print advertising, insurance, and service contracts requiring up-front payments. | |||||||||
Website Development Cost [Policy Text Block] | ' | ||||||||
Website Development Costs | |||||||||
Costs incurred in the planning stage of a website are expensed, while costs incurred in the development stage are capitalized and amortized over the estimated useful life of the asset. | |||||||||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||||||||
Long-Lived Assets | |||||||||
We review our long-lived assets, such as property, plant and equipment and intangible assets for impairment when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. We use an estimate of future undiscounted net cash flows of the related assets or groups of assets over their remaining lives in measuring whether the assets are recoverable. An impairment loss is calculated by determining the difference between the carrying values and the fair values of these assets. We did not consider any of our long-lived assets to be impaired during the years ended December 31, 2013 or 2012. | |||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||||||||
Fair Value of Financial Instruments | |||||||||
The Company measures assets and liabilities at fair value based on an expected exit price which represents the amount that would be received on the sale of an asset or paid to transfer a liability, as the case may be, in an orderly transaction between market participants. As such, fair value may be based on assumptions that market participants would use in pricing an asset or liability. The authoritative guidance on fair value measurements establishes a consistent framework for measuring fair value on either a recurring or nonrecurring basis whereby inputs, used in valuation techniques, are assigned a hierarchical level. | |||||||||
The following are the hierarchical levels of inputs to measure fair value: | |||||||||
⋅ | Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||||||||
⋅ | Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar assets or liabilities in active markets; inputs other than quoted prices that are observable for the assets or liabilities; or inputs that are derived principally from or corroborated by observable market data by correlation or other means. | ||||||||
⋅ | Level 3: Unobservable inputs reflecting the Company’s assumptions incorporated in valuation techniques used to determine fair value. These assumptions are required to be consistent with market participant assumptions that are reasonably available. | ||||||||
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. The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Assets | |||||||||
Debt securities – FUSE convertible notes (Level 2) | $ | 259,715 | $ | - | |||||
Derivative instruments – FUSE warrants (Level 2) | 119,248 | - | |||||||
378,963 | - | ||||||||
Liabilities | |||||||||
Derivative liabilities - Series D shares (Level 2) | $ | 1,147,330 | $ | - | |||||
The Company’s remaining financial instruments consisted primarily of accounts receivable, accounts payable and accrued liabilities, and debt. The Company’s debt approximates fair value based upon current borrowing rates available to the Company for debt with similar maturities. The carrying amounts of the Company’s financial instruments generally approximated their fair values as of December 31, 2013 and 2012, respectively, due to the short-term nature of these instruments. | |||||||||
Debt Securities [Policy Text Block] | ' | ||||||||
Debt Securities | |||||||||
The Company classifies its investment securities as either held-to-maturity, available-for-sale or trading. The Company’s debt securities are classified as trading securities and are carried at fair value with changes recognized through net income. See Note 5 for further discussion of the Company’s debt securities. | |||||||||
Accounts Payable and Accrued Liabilities [Policy Text Block] | ' | ||||||||
Accounts Payable and Accrued Liabilities | |||||||||
Accounts payable and accrued liabilities consists of the Company’s trade payables as well as amounts estimated by management for future liability payments that relate to the current accounting period. Management reviews these estimates periodically to determine their reasonableness and fair presentation. | |||||||||
Beneficial Conversion Feature [Policy Text Block] | ' | ||||||||
Beneficial Conversion Feature | |||||||||
For conventional convertible debt where the rate of conversion is below market value, the Company records a “beneficial conversion feature” (“BCF”) and related debt discount. | |||||||||
When the Company records a BCF, the relative fair value of the BCF is recorded as a debt discount against the face amount of the respective debt instrument. The discount is amortized to interest expense over the life of the debt. | |||||||||
Debt, Policy [Policy Text Block] | ' | ||||||||
Debt | |||||||||
The Company defines short term debt as any debt payment due less than one year from the date of the financial statements. Long term debt is defined as any debt payment due more than one year from the date of the financial statements. Refer to Note 8 for further disclosure of debt liabilities. | |||||||||
Derivatives, Policy [Policy Text Block] | ' | ||||||||
Derivatives | |||||||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in equity instruments and warrants granted, and measurement of their fair value. In determining the appropriate fair value, the Company uses Black-Scholes or lattice option-valuation models. In assessing the convertible equity instruments, management determines if the convertible equity instrument is conventional convertible equity and further if the beneficial conversion feature requires separate measurement. | |||||||||
Once derivative instruments are determined, they are adjusted to reflect fair value at the end of each reporting period. Any increase or decrease in the fair value is recorded in results of operations as an adjustment to fair value of derivatives. In addition, the fair value of freestanding derivative instruments such as warrants, are also valued using a Black-Scholes or lattice option-pricing model. Once a derivative liability ceases to exist any remaining fair value is reclassified to additional paid-in capital if redeemed or through earnings if forfeited or expired. | |||||||||
Debt Issue Costs and Debt Discount [Policy Text Block] | ' | ||||||||
Debt Issue Costs and Debt Discount | |||||||||
The Company may pay debt issue costs, and record debt discounts in connection with raising funds through the issuance of convertible debt. These costs are amortized over the life of the debt to interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed. | |||||||||
Original Issue Discount [Policy Text Block] | ' | ||||||||
Original Issue Discount | |||||||||
For certain convertible debt issued, the Company provides the debt holder with an original issue discount. The original issue discount is recorded to debt discount and additional paid-in capital at an amount not to exceed gross proceeds raised, reducing the face amount of the debt, and is amortized to interest expense over the life of the debt. | |||||||||
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' | ||||||||
Share-Based Payments | |||||||||
Generally, all forms of share-based payments, including stock option grants, warrants and restricted stock grants and stock appreciation rights are measured at their fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. Share-based compensation awards issued to non- employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payment, whichever is more readily determinable. | |||||||||
Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure [Policy Text Block] | ' | ||||||||
Revenue Recognition | |||||||||
The Company records revenue when all of the following have occurred: (1) persuasive evidence of an arrangement exists, (2) product has been shipped or delivered, (3) the sales price to the customer is fixed or determinable, and (4) collectability is reasonably assured. | |||||||||
Depending on individual customer agreements, sales are recognized either upon shipment of products to customers or upon delivery. For all of our Canadian sales, which represent 3% of total sales, recognition occurs upon shipment. | |||||||||
The Company has determined that advertising related credits that were granted to customers fell within the guidance of ASC No. 605-50-55 (“Revenue Recognition” – Customer Payments and Incentives). The guidance indicates that, absent evidence of benefit to the vendor, appropriate treatment requires netting these types of payments against revenues and not expensing as advertising expense. | |||||||||
The Company records sales allowances and discounts as a direct reduction of sales. The Company grants volume incentive rebates to certain customers based on contractually agreed upon percentages once certain thresholds have been met. These volume incentive rebates are recorded as a direct reduction to sales. | |||||||||
Sales for the years ended December 31, 2013 and 2012 are as follows: | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Gross Sales | $ | 128,319,128 | $ | 77,768,138 | |||||
Discounts | -17,441,537 | -10,712,923 | |||||||
Sales – Net | $ | 110,877,591 | $ | 67,055,215 | |||||
The Company has an informal 7-day right of return for products. There were nominal returns under the Company’s informal right of return policy for the years ended December 31, 2013 and 2012. | |||||||||
Major Customers, Policy [Policy Text Block] | ' | ||||||||
Significant Customers | |||||||||
For the years ended December 31, 2013 and 2012, the Company had the following concentrations of revenues with customers: | |||||||||
Years Ended December 31, | |||||||||
Customer | 2013 | 2012 | |||||||
Bodybuilding.com | 27 | % | 33 | % | |||||
B | 11 | % | 8 | % | |||||
C | 7 | % | 12 | % | |||||
A loss of any one of these customers could have a material adverse impact on the Company. | |||||||||
Discounts And Sales Allowances Policy [Policy Text Block] | ' | ||||||||
Discounts and Sales Allowances | |||||||||
We offer various discounts and sales allowances for volume rebate programs, product promotions, early payment remittances, and other discounts and allowances. We accrue for sales discounts and allowances over the period they are earned. Because of the inherent uncertainty surrounding volume rebate programs and product promotions that are based on sales thresholds, actual results could generate liabilities greater or less than the recorded amounts. Sales discounts and allowances for the year ended December 31, 2013, and 2012 were $17.4 million and $10.7 million, respectively. | |||||||||
Cost of Sales, Policy [Policy Text Block] | ' | ||||||||
Cost of Sales | |||||||||
Cost of sales represents costs directly related to the production, manufacturing and freight of the Company’s products. | |||||||||
Significant Vendors Policy [Policy Text Block] | ' | ||||||||
Significant Vendors | |||||||||
The Company uses four non-affiliated principal manufacturers for the components of our products. We have an agreement in place with our primary manufacturer, which is in place to support our growth and ensure consistency in production and quality. During 2013, our primary manufacturer accounted for approximately 67% of our product purchases and the next largest manufacturer accounted for 32% of product purchases. In 2012, our primary manufacturer accounted for 100% of our product purchases. | |||||||||
Shipping and Handling Cost, Policy [Policy Text Block] | ' | ||||||||
Shipping and Handling | |||||||||
Prior to March 1, 2013, MusclePharm used a manufacturer from Tennessee to ship directly to our customers. After that date, MusclePharm took control of the shipping and began shipping products from a 152,000 square foot distribution center in Franklin, Tennessee. | |||||||||
Prior to July 1, 2013, our products were transported from our manufacturer to the MusclePharm distribution center, but title did not pass from the manufacturer until loaded on the truck for shipment to the customer. As a result, MusclePharm did not take title to our products. | |||||||||
On July 1, 2013, the Company terminated a distribution agreement dated November 17, 2010 with one of our key product manufacturers in which the manufacturer received and fulfilled customer sales orders for a majority of our products. In connection with the termination of the agreement, the Company took control of customer order fulfillment through our Franklin, Tennessee warehouse. The facility is operated with the Company’s equipment and employees, and all inventory is owned by the Company. Shipments to customers from our distribution center are recorded as a component of cost of sales. | |||||||||
The Company also uses a manufacturer in New York to manufacture one of the Company’s products. These orders are typically large and heavy and are drop shipped directly to our customers at the time of order. Costs associated with these shipments are recorded in cost of sales. | |||||||||
For Canadian sales, the product is shipped from our Canadian warehouse to our customers. Costs associated with the shipments are recorded in cost of sales. | |||||||||
Advertising Costs, Policy [Policy Text Block] | ' | ||||||||
Advertising | |||||||||
Advertising and promotion expenses include digital and print advertising, trade show events, athletic endorsements and sponsorships, and promotional giveaways. Advertising expenses are recognized in the month that the advertising appears while costs associated with trade show events are expensed when the event occurs. For major trade shows, the expenses are recognized over the period in which we recognize revenue associated with sales generated at the trade show. Costs related to promotional giveaways are expensed when the product is either given out at a promotional event or shipped to the customer. | |||||||||
A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts. Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions. Generally, endorsement payments are expensed straight-line over the term of the contract after giving recognition to periodic performance compliance provisions of the contract. Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period for which the prepayment applies. | |||||||||
Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports (e.g. winning a championship). The Company records expense for these payments when the endorser achieves the specific achievement. | |||||||||
Advertising expense for the years ended December 31, 2013 and 2012, are as follows: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Advertising | $ | 15,534,646 | $ | 8,430,401 | |||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||
Income Taxes | |||||||||
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, 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. Beginning with the adoption of Financial Accounting Standards Board (“FASB”) Interpretation No. 48, Accounting for Uncertainty in Income Taxes, (included in FASB ASC Subtopic 740-10, Income Taxes — Overall), 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. | |||||||||
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for the years ended December 31, 2013 and 2012. The Company did incur interest and penalties related to payroll taxes of $28,830 and $4,391, respectively for the years ended December 31, 2013 and 2012. | |||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||
Earnings (Loss) Per Share | |||||||||
Net earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share is computed by dividing net income (loss) less preferred dividends for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. | |||||||||
Since the Company reflected a net loss for the years ended December 31, 2013 and 2012, respectively, the effect of considering any common stock equivalents, if exercisable, would have been anti-dilutive. A separate computation of diluted loss per share is not presented. | |||||||||
Net loss per share in for the years ended December 3, 2013 and 2012 was $(2.46) and $(13.00), respectively. | |||||||||
The Company has the following common stock equivalents as of December 31, 2013 and 2012, respectively: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Stock options (exercise price – $425/share) | 472 | 1,847 | |||||||
Warrants (exercise price – $12.75 - $1,275/share) | 263,089 | 89 | |||||||
Total common stock equivalents | 263,561 | 1,936 | |||||||
In the above table, some of the outstanding instruments from 2013 and 2012 contain ratchet provisions that would cause variability in the exercise price at the balance sheet date. As a result, common stock equivalents could change. | |||||||||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ||||||||
Foreign Currency | |||||||||
MusclePharm began operations in Canada in April 2012. The Canadian Dollar was determined to be the functional currency as the majority of the transactions related to the day to day operations of the business are exchanged in Canadian Dollars. At the end of the period, the financial results of the Canadian operation are translated into the U.S. Dollar, which is the reporting currency, and added to the U.S. operations for consolidated company financial results. The revenue and expense items are translated using the average rate for the period and the assets and liabilities at the end of period rate. Transactions that have completed the accounting cycle and resulted in a gain or loss related to translation are recorded in realized gain or loss due to foreign currency translation under other income and expense on the income statement. Transactions that have not completed their accounting cycle but appear to have gain or loss due to the translation process are recorded as unrealized gain or loss due to translation and held in the equity section on the balance sheet until such date the accounting cycle of the transaction is complete and the actual realized gain or loss is recognized. | |||||||||
Reclassification, Policy [Policy Text Block] | ' | ||||||||
Reclassification | |||||||||
The Company has reclassified certain prior period amounts to conform to the current period presentation. These reclassifications were for presentation purposes and had no effect on the financial position, results of operations, or cash flows for the periods presented. | |||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||
Recent Accounting Pronouncements | |||||||||
In January 2013, the FASB issued ASU 2013-01, which clarifies the scope of the offsetting disclosure requirements in ASU 2011-11. Under ASU 2013-01, the disclosure requirements would apply to derivative instruments accounted for in accordance with ASC 815, including bifurcated embedded derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending arrangements that are either offset on the balance sheet or subject to an enforceable master netting arrangement or similar agreement. ASU 2013-01 is effective for fiscal years beginning on or after January 1, 2013 and interim periods within those years. This pronouncement has been implemented in the Company’s financial statements for the year ended December 31, 2013 without impact. | |||||||||
In March 2013, the FASB issued ASU 2013-05, which indicates that the entire amount of a cumulative translation adjustment (CTA) related to an entity’s investment in a foreign entity should be released when one of the following occur: | |||||||||
⋅ | Sale of a subsidiary or group of net assets within a foreign entity and the sale represents the substantially complete liquidation of the investment in the foreign entity. | ||||||||
⋅ | Loss of a controlling financial interest in an investment in a foreign entity | ||||||||
⋅ | Step acquisition for a foreign entity | ||||||||
The ASU does not change the requirement to release a pro rata portion of the CTA of the foreign entity into earnings for a partial sale of an equity method investment in a foreign entity. ASU 2013-5 is effective for fiscal years (and interim periods within those fiscal years) beginning on or after December 15, 2013. This pronouncement has been implemented in the Company’s financial statements for the year ended December 31, 2013 without impact. | |||||||||
In February 2013, the FASB issued ASU 2013-02, which requires entities to disclose the following additional information about items reclassified out of accumulated other comprehensive income (AOCI): | |||||||||
⋅ | Balance by component (ie. Unrealized gains or losses on available-for-sale securities or foreign currency items, with separate presentation of (1) reclassification adjustments and (2) current period OCI. Both before-tax and net-of-tax presentation of the information are acceptable as long as an entity presents the income tax benefit or expense attributed to each component of OCI and reclassification adjustments in either the financial statements or the notes to the financial statements. | ||||||||
⋅ | Significant items reclassified out of AOCI by component either on the face of the income statement or as a separate footnote to the financial statements. | ||||||||
ASU 2013-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2012. The pronouncement has been implemented in the Company’s financial statements for the year ended December 31, 2013 without impact. | |||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Accounting Policies [Abstract] | ' | ||||||||
Schedule Of Accounts Receivable [Table Text Block] | ' | ||||||||
Accounts receivable consisted of the following at December 31, 2013 and 2012: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Accounts receivable | $ | 14,830,487 | $ | 4,416,193 | |||||
Less: allowance for discounts | -1,060,000 | -1,088,720 | |||||||
Less: allowance for doubtful accounts | -29,307 | -25,129 | |||||||
Accounts receivable – net | $ | 13,741,180 | $ | 3,302,344 | |||||
Concentration Percentage Of Accounts Receivable With Customer [Table Text Block] | ' | ||||||||
At December 31, 2013 and 2012, the Company had the following concentrations of accounts receivable with customers: | |||||||||
Customer | 2013 | 2012 | |||||||
A | 24 | % | 0 | % | |||||
B | 16 | % | 6 | % | |||||
Bodybuilding.com | 14 | % | 20 | % | |||||
D | 5 | % | 24 | % | |||||
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | ' | ||||||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 and 2012, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3): | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Assets | |||||||||
Debt securities – FUSE convertible notes (Level 2) | $ | 259,715 | $ | - | |||||
Derivative instruments – FUSE warrants (Level 2) | 119,248 | - | |||||||
378,963 | - | ||||||||
Liabilities | |||||||||
Derivative liabilities - Series D shares (Level 2) | $ | 1,147,330 | $ | - | |||||
Schedule Of Sales [Table Text Block] | ' | ||||||||
Sales for the years ended December 31, 2013 and 2012 are as follows: | |||||||||
Years Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Gross Sales | $ | 128,319,128 | $ | 77,768,138 | |||||
Discounts | -17,441,537 | -10,712,923 | |||||||
Sales – Net | $ | 110,877,591 | $ | 67,055,215 | |||||
Schedule Of Concentrations Of Revenues With Customers [Table Text Block] | ' | ||||||||
For the years ended December 31, 2013 and 2012, the Company had the following concentrations of revenues with customers: | |||||||||
Years Ended December 31, | |||||||||
Customer | 2013 | 2012 | |||||||
Bodybuilding.com | 27 | % | 33 | % | |||||
B | 11 | % | 8 | % | |||||
C | 7 | % | 12 | % | |||||
Schedule Of Advertising Expense [Table Text Block] | ' | ||||||||
Advertising expense for the years ended December 31, 2013 and 2012, are as follows: | |||||||||
Year Ended December 31, | |||||||||
2013 | 2012 | ||||||||
Advertising | $ | 15,534,646 | $ | 8,430,401 | |||||
Schedule Of Common Stock Equivalents [Table Text Block] | ' | ||||||||
The Company has the following common stock equivalents as of December 31, 2013 and 2012, respectively: | |||||||||
As of December 31, | |||||||||
2013 | 2012 | ||||||||
Stock options (exercise price – $425/share) | 472 | 1,847 | |||||||
Warrants (exercise price – $12.75 - $1,275/share) | 263,089 | 89 | |||||||
Total common stock equivalents | 263,561 | 1,936 | |||||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||||
Property and equipment consisted of the following at December 31, 2013 and 2012: | ||||||||||
2013 | 2012 | Estimated Useful Life | ||||||||
Furniture, fixtures and equipment | $ | 1,849,462 | $ | 1,323,998 | From 36 to 60 months | |||||
Leasehold improvements | 619,159 | 563,204 | From 20 to 66 months | |||||||
Vehicles | 442,300 | 100,584 | 5 years | |||||||
Displays | 33,683 | 32,057 | 5 years | |||||||
Website | 11,462 | 11,462 | 3 years | |||||||
Construction in Process | 1,018,509 | - | ||||||||
Total | 3,974,575 | 2,031,305 | ||||||||
Less: Accumulated depreciation and amortization | -1,360,991 | -674,941 | ||||||||
$ | 2,613,584 | $ | 1,356,364 | |||||||
Inventory_Tables
Inventory (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current [Table Text Block] | ' | |||||||
Inventory consisted of the following at December 31, 2013 and 2012: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Product Inventory | 15,772,368 | 257,975 | ||||||
Debt_Securities_Tables
Debt Securities (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Investments, Debt and Equity Securities [Abstract] | ' | ||||||||||
Marketable Debt Security Activity [Table Text Block] | ' | ||||||||||
The following table summarizes the Company’s marketable securities activity for the year ended December 31, 2013: | |||||||||||
Biozone | Fuse Note | Total | |||||||||
Note | |||||||||||
FV of debt security on purchase date | $ | 1,955,462 | $ | 275,000 | $ | 2,230,462 | |||||
Premium on purchase date | 44,538 | - | 44,538 | ||||||||
Discount for value of derivative instrument and conversion option | -1,248,292 | -176,484 | -1,424,776 | ||||||||
Accretion of net discount | 1,248,292 | 161,199 | 1,409,491 | ||||||||
Conversion of principal | -1,000,000 | - | -1,000,000 | ||||||||
Repayments received | -1,000,000 | - | -1,000,000 | ||||||||
Balance – December 31, 2013 | $ | - | $ | 259,715 | $ | 259,715 | |||||
Derivative_Instruments_Tables
Derivative Instruments (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||
Schedule of Derivative Assets at Fair Value [Table Text Block] | ' | ||||
The following table summarizes the Company’s derivative asset activity for the year ended December 31, 2013: | |||||
Balance – December 31, 2012 | $ | - | |||
Fair value of warrants on purchase date | 1,422,866 | ||||
Sales | -1,250,000 | ||||
Realized gain (loss) | 1,708 | ||||
Unrealized gain (loss) | -55,326 | ||||
Balance – December 31, 2013 | $ | 119,248 | |||
Marketable_Securities_Tables
Marketable Securities (Tables) | 12 Months Ended | ||||
Dec. 31, 2013 | |||||
Marketable Securities [Abstract] | ' | ||||
Marketable Securities [Table Text Block] | ' | ||||
The following table summarizes the Company’s marketable security activity for the year ended December 31, 2013: | |||||
Balance – December 31, 2012 | $ | - | |||
Debt Conversions | 1,000,000 | ||||
Sales | -1,500,000 | ||||
Realized gain (loss) | 500,000 | ||||
Unrealized gain (loss) | - | ||||
Balance – December 31, 2013 | $ | - | |||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule Of Long Term Debt [Table Text Block] | ' | ||||||||
At December 31, 2013 and 2012, debt consists of the following: | |||||||||
2013 | 2012 | ||||||||
Revolving line of credit | $ | 2,500,000 | $ | - | |||||
Auto loan - secured | 2,902 | 15,380 | |||||||
Unsecured debt | 59,600 | 4,452,183 | |||||||
Total debt | 2,562,502 | 4,467,563 | |||||||
Less: current portion | -2,562,502 | -4,463,040 | |||||||
Long term debt | $ | - | $ | 4,523 | |||||
Schedule Of Convertible Notes [Table Text Block] | ' | ||||||||
The convertible debt includes the following terms: | |||||||||
Year Ended | |||||||||
December 31, 2012 | |||||||||
Amount of | |||||||||
Principal Raised | |||||||||
Interest Rate | 8% - 10% | ||||||||
Default interest rate | 0% - 20% | ||||||||
Maturity | January 3, 2012 to October 11, 2014 | ||||||||
Conversion terms 1 | 62% of lowest trade price for the last 7 trading days | 100,000 | |||||||
Conversion terms 2 | 65% of the lowest trade price in the 30 trading days previous to the conversion | 19,950 | |||||||
Conversion terms 3 | 35% multiplied by the average of the lowest three (3) trading prices (as defined below) for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. | 400,000 | |||||||
$ | 519,950 | ||||||||
Schedule Of Convertible Debt Activity And Terms [Table Text Block] | ' | ||||||||
Unsecured debt consisted of the following activity and terms: | |||||||||
Principal | Interest Rate | Maturity | |||||||
Balance – December 31, 2011 | 2,380,315 | ||||||||
Borrowings during the year ended December 31, 2012 | 5,304,000 | 15% - 110% | January 13, 2012 – October 1, 2013 | ||||||
Conversion of debt into 44,208 shares of common stock with a valuation of $469,683 ($8.08 - $13.60/share) | -150,000 | ||||||||
Repayments | -3,318,374 | ||||||||
Convertible debt added upon expiration of option | 14,000 | ||||||||
Balance adjustments | 117 | ||||||||
Interest and accrued interest (Included in total repayment) | 31,896 | ||||||||
Loss on repayment (Included in total repayment) | 190,229 | ||||||||
Balance – December 31, 2012 | 4,452,183 | ||||||||
Repayments | -4,392,583 | ||||||||
Balance – December 31, 2013 | $ | 59,600 | |||||||
Schedule Of Auto Loan Activity and Terms [Table Text Block] | ' | ||||||||
Vehicle loan account consisted of the following activity and terms: | |||||||||
Principal | Interest Rate | Maturity | |||||||
Balance - December 31, 2011 | $ | 26,236 | 6.99 | % | 28 payments of $1,008 | ||||
Repayments | -10,856 | ||||||||
Balance – December 31, 2012 | 15,380 | 6.99 | % | 16 payments of $1,008 | |||||
Repayments | -12,478 | ||||||||
Balance – December 31, 2013 | $ | 2,902 | 4 payments of $1,008 | ||||||
Schedule Of Debt Issue Costs [Table Text Block] | ' | ||||||||
The following is a summary of the Company’s debt issue costs for the years ended December 31, 2013 and 2012: | |||||||||
2013 | 2012 | ||||||||
Debt issuance costs | $ | 335,433 | $ | 851,923 | |||||
US Bank Line of Credit | 7,500 | - | |||||||
Accumulated amortization of debt issuance costs | -335,433 | -516,490 | |||||||
Debt issuance costs – net | $ | 7,500 | $ | 335,433 | |||||
Schedule Of Debt Discount [Table Text Block] | ' | ||||||||
The Company amortized $6,122,006 to interest expense in the year ended December 31, 2012 as follows: | |||||||||
Debt discount – December 31, 2011 | 2,567,333 | ||||||||
Additional debt discount – year ended December 31, 2012 | 3,554,673 | ||||||||
Amortization of debt discount – year ended December 31, 2012 | -6,122,006 | ||||||||
Debt discount – December 31, 2012 | $ | - | |||||||
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||
Schedule Of Fair Value Of Derivative Instruments Conversion Feature [Table Text Block] | ' | ||||||||
The fair value of the conversion feature is summarized as follows: | |||||||||
Derivative liability - December 31, 2011 | 7,061,238 | ||||||||
Fair value at the commitment date for debt instruments | 1,096,808 | ||||||||
Fair value at the commitment date for warrants issued | 7,526,671 | ||||||||
Fair value mark to market adjustment for debt instruments | -1,579,663 | ||||||||
Fair value mark to market adjustment for warrants | -4,345,916 | ||||||||
Fair value mark to market adjustment for Series C Preferred Stock issued | -59 | ||||||||
Reclassification to additional paid-in capital for financial instruments conversions and maturities | -4,124,387 | ||||||||
Warrant settlements | -5,634,692 | ||||||||
Derivative liability - December 31, 2012 | - | ||||||||
Fair value at the commitment date for equity instruments | 8,175,459 | ||||||||
Fair value at the commitment date for warrants issued | 96,913 | ||||||||
Fair value mark to market adjustment for equity instruments | 4,795,512 | ||||||||
Fair value mark to market adjustment for warrants | 58,452 | ||||||||
Conversion instruments exercised or settled | -11,979,006 | ||||||||
Derivative liability – December 31, 2013 | $ | 1,147,330 | |||||||
Schedule Of Derivative Liabilities Fair Value Assumptions At Commitment and Re-Measurement Date [Table Text Block] | ' | ||||||||
The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2013: | |||||||||
Commitment Date | Re-measurement Date | ||||||||
Expected dividends | 0 | % | 0 | % | |||||
Expected volatility | 120 | % | 47 | % | |||||
Expected term: | 1 year | 1 year | |||||||
Risk free interest rate | 0.14 | % | 0.13 | % | |||||
The fair value at the commitment and re-measurement dates for the Company’s derivative liabilities were based upon the following management assumptions as of December 31, 2012: | |||||||||
Commitment Date | Re-measurement Date | ||||||||
Expected dividends | 0 | % | N/A | ||||||
Expected volatility | 228% -251 | % | N/A | ||||||
Expected term: | 6 months – 4 years | N/A | |||||||
Risk free interest rate | 0.09% - 0.72 | % | N/A | ||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
The effects of temporary differences that gave rise to significant portions of deferred tax assets at December 31, 2013 and 2012, are approximately as follows: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Net operating loss carry forward | $ | 12,682,000 | $ | 8,871,000 | ||||
Amortization of debt discount and debt issue costs | - | 3,732,000 | ||||||
Uniform capitalization | 164,000 | - | ||||||
Stock options and warrants | -625,000 | 971,000 | ||||||
Depreciation | 161,000 | 74,000 | ||||||
Bad debt | 115,000 | 9,000 | ||||||
Inventory reserve | 85,000 | - | ||||||
Accrued liabilities | 81,000 | - | ||||||
General business credits | 39,000 | - | ||||||
Other | 19,000 | - | ||||||
Valuation allowance | -12,721,000 | -13,657,000 | ||||||
Net deferred tax asset | $ | - | $ | - | ||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | |||||||
The income tax provision includes the following: | ||||||||
December 31, 2013 | ||||||||
Current income tax expense: | ||||||||
Federal | $ | - | ||||||
State | 10,000 | |||||||
Foreign | 105,483 | |||||||
115,483 | ||||||||
Deferred income tax provision (benefit): | ||||||||
Federal | -199,971 | |||||||
State | 1,136,549 | |||||||
Change in valuation allowance | -936,578 | |||||||
- | ||||||||
Provision for (Benefit from) income taxes, net | $ | 115,483 | ||||||
Tax Expense Differences From Expected Tax Expenses [Table Text Block] | ' | |||||||
The income tax provision differs from those computed using the statutory federal tax rate of 34% due to the following: | ||||||||
December 31, 2013 | December 31, 2012 | |||||||
Federal tax benefit at statutory rate | $ | -5,984,836 | $ | -6,492,978 | ||||
State tax benefit – net of federal tax effect | 756,722 | -418,869 | ||||||
Foreign income taxes at other than 34% | -29,854 | - | ||||||
Derivative expense | 32,950 | 1,499,133 | ||||||
Change in fair value of derivative liability | 1,650,348 | -2,005,989 | ||||||
Loss on settlement of accounts payable | - | 1,495,124 | ||||||
Non-deductible stock compensation | 1,363,267 | 791,109 | ||||||
Other non-deductible expenses | 10,428 | 45,105 | ||||||
Tax deficiency on stock based compensation | 679,295 | - | ||||||
Amortization of debt discount | 176,308 | - | ||||||
Excess compensation – IRC 162(m) | 251,550 | |||||||
Deferred tax adjustment – prior year adjustments | 2,145,883 | - | ||||||
Change in valuation allowance | -936,578 | 5,087,365 | ||||||
Income tax expense | $ | 115,483 | $ | - | ||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | |||||||||||||||||||
Schedule of Stockholders Equity [Table Text Block] | ' | |||||||||||||||||||
During the year ended December 31, 2013, the Company issued the following common stock: | ||||||||||||||||||||
Transaction Type | Quantity | Valuation | Range of Value | |||||||||||||||||
(#) | ($) | per Share | ||||||||||||||||||
($) | ||||||||||||||||||||
Conversion of series D preferred stock to common stock | 2,737,000 | 11,823,833 | 2.80 – 7.54 | |||||||||||||||||
Cash and warrants | 1,191,332 | 10,559,332 | 8.26 – 10.50 | |||||||||||||||||
Executive/board of director compensation | 284,164 | 2,642,004 | 3.48 – 11.01 | |||||||||||||||||
Employee stock compensation | 51,000 | 561,510 | 11.01 | |||||||||||||||||
Stock issued for services and to settle liabilities | 2,217,511 | 20,213,475 | 4.02 – 12.99 | |||||||||||||||||
Total | 6,481,007 | 45,800,154 | 2.80 – 12.99 | |||||||||||||||||
During the year ended December 31, 2012, the Company issued the following common stock: | ||||||||||||||||||||
Transaction Type | Quantity | Valuation | Loss on | Range of Value | ||||||||||||||||
($) | Settlement | per Share | ||||||||||||||||||
($) | ($) | |||||||||||||||||||
Conversion of convertible debt | 246,753 | 950,739 | 61,124 | 2.98 - 8.08 | ||||||||||||||||
Conversion of unsecured/secured debt | 44,208 | 469,683 | 289,897 | 8.08 - 13.60 | ||||||||||||||||
Forbearance of agreement terms | 95,528 | 1,240,032 | - | 7.14 - 27.54 | ||||||||||||||||
Cash and warrants | 199,422 | 1,660,760 | - | 7.59 - 8.50 | ||||||||||||||||
Executive compensation (1) | 431,034 | 4,686,514 | - | 8.93 - 17.71 | ||||||||||||||||
Stock issued for future services | 113,740 | 1,107,719 | - | 4.75 - 21.25 | ||||||||||||||||
Conversion of series C preferred stock to common stock | 22,353 | 614,984 | 614,984 | 27.51 | ||||||||||||||||
Warrant conversions/settlements | 853,082 | 7,295,768 | 1,505,906 | 5.44 - 15.73 | ||||||||||||||||
Stock issued in lieu of interest | 58,945 | 334,099 | - | 5.50 – 10.62 | ||||||||||||||||
Additional shares due to roundup provision of certificates upon reverse split | 561 | - | - | - | ||||||||||||||||
Total | 2,065,626 | 18,360,298 | 2,471,911 | 0.00 – 27.54 | ||||||||||||||||
-1 | Represents common stock issued for prior year 2011 accrued compensation of $4,667,764 settled in 2012 and directors awards. | |||||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | |||||||||||||||||||
The following is a summary of the Company’s stock option activity: | ||||||||||||||||||||
Options | Weighted Average | Weighted Average | Aggregate | |||||||||||||||||
Exercise Price | Remaining | Intrinsic Value | ||||||||||||||||||
Contractual Life | ||||||||||||||||||||
Balance – December 31, 2011 | 1,906 | $ | 425 | 3.25 years | ||||||||||||||||
Granted | - | - | ||||||||||||||||||
Exercised | - | - | ||||||||||||||||||
Forfeited/Cancelled | -59 | $ | 425 | |||||||||||||||||
Balance – December 31, 2012 | 1,847 | $ | 425 | 2.25 years | - | |||||||||||||||
Granted | - | |||||||||||||||||||
Exercised | - | |||||||||||||||||||
Forfeited/Cancelled | -1,375 | $ | 425 | |||||||||||||||||
Balance – December 31, 2013 – outstanding | 472 | $ | 425 | 1.25 years | - | |||||||||||||||
Balance – December 31, 2013 – exercisable | 472 | $ | 425 | 1.25 years | - | |||||||||||||||
Outstanding options held by related parties – 2013 | - | |||||||||||||||||||
Exercisable options held by related parties – 2013 | - | |||||||||||||||||||
Outstanding options held by related parties – 2012 | 1,177 | |||||||||||||||||||
Exercisable options held by related parties – 2012 | 1,177 | |||||||||||||||||||
Schedule Of Warrants Activity [Table Text Block] | ' | |||||||||||||||||||
A summary of warrant activity for the Company for the years ended December 31, 2013 and 2013 is as follows: | ||||||||||||||||||||
Number of Warrants | Weighted Average Exercise Price | |||||||||||||||||||
Balance at December 31, 2011 | 333,340 | 20.33 | ||||||||||||||||||
Granted | 500,721 | 10.2 | ||||||||||||||||||
Exercised | -37,648 | 7.57 | ||||||||||||||||||
Converted | -796,324 | 10.2 | ||||||||||||||||||
Balance at December 31, 2012 | 89 | 1,275.00 | ||||||||||||||||||
Granted | 3,040,000 | 4.09 | ||||||||||||||||||
Exercised/settled | -2,777,000 | 4.09 | ||||||||||||||||||
Balance at December 31, 2013 | 263,089 | 4.43 | ||||||||||||||||||
Warrants Outstanding | Warrants Exercisable | |||||||||||||||||||
Weighted Average | ||||||||||||||||||||
Remaining | Weighted | |||||||||||||||||||
Range of | Number | Contractual Life (in | Weighted Average | Number | Average | |||||||||||||||
Exercise Prices | Outstanding | years) | Exercise Price | Exercisable | Exercise Price | Intrinsic Value | ||||||||||||||
$ | 4 - 1,275 | 263,089 | 1 | $ | 4.43 | 263,089 | $ | 4.43 | $ | 1,015,533 | ||||||||||
Committments_Contingencies_and
Committments, Contingencies and Other Matters (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Operating Leased Assets [Line Items] | ' | ||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||||||||||||||
Future minimum annual lease payments for the above leases are approximately as follows: | |||||||||||||||||
Years Ended December 31, | |||||||||||||||||
2014 | $ | 623,114 | |||||||||||||||
2015 | 439,033 | ||||||||||||||||
2016 | 121,322 | ||||||||||||||||
2017 | 19,965 | ||||||||||||||||
Total minimum lease payments | $ | 1,203,434 | |||||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | ' | ||||||||||||||||
As of December 31, 2013 and December 31, 2012, the Company had an outstanding balance on capital leases of $81,292, and $0, respectively. Future minimum lease payments are as follows: | |||||||||||||||||
Years Ending December 31, | |||||||||||||||||
2014 | $ | 33,480 | |||||||||||||||
2015 | 33,480 | ||||||||||||||||
2016 | 28,631 | ||||||||||||||||
Total minimum lease payments | 95,591 | ||||||||||||||||
Less amounts representing interest | -14,299 | ||||||||||||||||
Present value of minimum lease payments | $ | 81,292 | |||||||||||||||
Sponsorship and Endorsement Contract Liabilities [Member] | ' | ||||||||||||||||
Operating Leased Assets [Line Items] | ' | ||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | ' | ||||||||||||||||
The total value of outstanding payments as of December 31, 2013 was $16,286,916. The total outstanding payments are as follows: | |||||||||||||||||
Outstanding Payments | 2014 | 2015 | 2016 | 2017 | Total | ||||||||||||
Endorsement | $ | 2,031,250 | $ | 2,385,833 | $ | 833,333 | $ | - | $ | 5,250,416 | |||||||
Sponsorship | 4,745,000 | 4,832,500 | 1,125,000 | 100,000 | 10,802,500 | ||||||||||||
Service | 174,000 | 60,000 | - | - | 234,000 | ||||||||||||
Total | $ | 6,950,250 | $ | 7,278,333 | $ | 1,958,333 | $ | 100,000 | $ | 16,286,916 | |||||||
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Line Items] | ' | ' |
Accounts receivable | $14,830,487 | $4,416,193 |
Less: allowance for discounts | -1,060,000 | -1,088,720 |
Less: allowance for doubtful accounts | -29,307 | -25,129 |
Accounts receivable - net | $13,741,180 | $3,302,344 |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Details 1) | Dec. 31, 2013 | Dec. 31, 2012 |
A [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration Percentage Of Accounts Receivable With Customers | 24.00% | 0.00% |
B [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration Percentage Of Accounts Receivable With Customers | 16.00% | 6.00% |
Bodybuilding.com [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration Percentage Of Accounts Receivable With Customers | 14.00% | 20.00% |
D [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration Percentage Of Accounts Receivable With Customers | 5.00% | 24.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Details 2) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Assets | ' | ' | ' |
Debt securities - FUSE convertible notes (Level 2) | $259,715 | $0 | ' |
Derivative instruments - FUSE warrants (Level 2) | 119,248 | 0 | ' |
Assets, Fair Value Disclosure, Total | 378,963 | 0 | ' |
Liabilities | ' | ' | ' |
Derivative liabilities - Series D shares (Level 2) | 1,147,330 | 0 | 7,061,238 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Assets | ' | ' | ' |
Debt securities - FUSE convertible notes (Level 2) | 259,715 | 0 | ' |
Derivative instruments - FUSE warrants (Level 2) | 119,248 | 0 | ' |
Liabilities | ' | ' | ' |
Derivative liabilities - Series D shares (Level 2) | $1,147,330 | $0 | ' |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies (Details 3) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ' | ' |
Gross Sales | $128,319,128 | $77,768,138 |
Discounts | -17,441,537 | -10,712,923 |
Sales - Net | $110,877,591 | $67,055,215 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies (Details 4) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Bodybuilding.com [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration percentage of revenue with customers | 27.00% | 33.00% |
B [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration percentage of revenue with customers | 11.00% | 8.00% |
C [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration percentage of revenue with customers | 7.00% | 12.00% |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies (Details 5) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ' | ' |
Advertising | $15,534,646 | $8,430,401 |
Summary_of_Significant_Account9
Summary of Significant Accounting Policies (Details 6) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ' | ' |
Total common stock equivalents | 263,561 | 1,936 |
Employee Stock Option [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Total common stock equivalents | 472 | 1,847 |
Warrant [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Total common stock equivalents | 263,089 | 89 |
Recovered_Sheet1
Summary of Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Accounting Policies [Line Items] | ' | ' |
Shipping and Handling Description | 'Prior to March 1, 2013, MusclePharm used a manufacturer from Tennessee to ship directly to our customers. After that date, MusclePharm took control of the shipping and began shipping products from a 152,000 square foot distribution center in Franklin, Tennessee. | ' |
Stock Option Exercised Price Per Share (in dollars per share) | $425 | $425 |
Minimum Warrants Exercised Price Per Share (in dollars per share) | $12.75 | $12.75 |
Maximum Warrants Exercised Price Per Share (in dollars per share) | $1,275 | $1,275 |
Sales Discounts, Returns and Allowances, Goods, Total | $17,400,000 | $10,700,000 |
Interest And Penalties Related To Payroll Taxes | $28,830 | $4,391 |
Earnings Per Share, Basic and Diluted | ($2.46) | ($13) |
Primary Manufacturer [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration Risk, Percentage | 67.00% | 100.00% |
Largest Manufacturer [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration Risk, Percentage | 32.00% | ' |
Canadian Sales [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Concentration Risk, Percentage | 3.00% | ' |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Furniture, fixtures and equipment | $1,849,462 | $1,323,998 |
Leasehold improvements | 619,159 | 563,204 |
Total | 3,974,575 | 2,031,305 |
Less: Accumulated depreciation and amortization | -1,360,991 | -674,941 |
Property, Plant and Equipment, Net | 2,613,584 | 1,356,364 |
Furniture, Fixtures And Equipment [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Estimated Useful Life (in years) | '36 months | ' |
Furniture, Fixtures And Equipment [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Estimated Useful Life (in years) | '60 months | ' |
Leasehold Improvements [Member] | Minimum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Estimated Useful Life (in years) | '20 months | ' |
Leasehold Improvements [Member] | Maximum [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Estimated Useful Life (in years) | '66 months | ' |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Other, Gross | 442,300 | 100,584 |
Property, Plant and Equipment, Estimated Useful Life (in years) | '5 years | ' |
Displays [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Other, Gross | 33,683 | 32,057 |
Property, Plant and Equipment, Estimated Useful Life (in years) | '5 years | ' |
Website [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Other, Gross | 11,462 | 11,462 |
Property, Plant and Equipment, Estimated Useful Life (in years) | '3 years | ' |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Other, Gross | $1,018,509 | $0 |
Property_and_Equipment_Details1
Property and Equipment (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation | $708,978 | $475,320 |
Inventory_Details
Inventory (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Inventory [Line Items] | ' | ' |
Product Inventory | $15,772,368 | $257,975 |
Inventory_Details_Textual
Inventory (Details Textual) (USD $) | Dec. 31, 2013 |
Inventory [Line Items] | ' |
Other Inventory, Purchased Goods, Gross | $4,664,421 |
Inventory Valuation Reserves | $229,148 |
Debt_Securities_Details
Debt Securities (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
FV of debt security on purchase date | $0 | ' | $259,715 |
Accretion of net discount | 1,409,491 | 0 | ' |
Conversion of principal | 0 | 1,069,402 | ' |
Repayments received | 1,000,000 | 0 | ' |
Convertible Debt [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
FV of debt security on purchase date | 2,230,462 | ' | ' |
Premium on purchase date | 44,538 | ' | ' |
Discount for value of derivative instrument and conversion option | -1,424,776 | ' | ' |
Accretion of net discount | 1,409,491 | ' | ' |
Conversion of principal | -1,000,000 | ' | ' |
Repayments received | -1,000,000 | ' | ' |
Balance - December 31, 2013 | 259,715 | ' | ' |
Biozone Note [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
FV of debt security on purchase date | 1,955,462 | ' | ' |
Premium on purchase date | 44,538 | ' | ' |
Discount for value of derivative instrument and conversion option | -1,248,292 | ' | ' |
Accretion of net discount | 1,248,292 | ' | ' |
Conversion of principal | -1,000,000 | ' | ' |
Repayments received | -1,000,000 | ' | ' |
Balance - December 31, 2013 | 0 | ' | ' |
Fuse Note [Member] | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' |
FV of debt security on purchase date | 275,000 | ' | ' |
Premium on purchase date | 0 | ' | ' |
Discount for value of derivative instrument and conversion option | -176,484 | ' | ' |
Accretion of net discount | 161,199 | ' | ' |
Conversion of principal | 0 | ' | ' |
Repayments received | 0 | ' | ' |
Balance - December 31, 2013 | $259,715 | ' | ' |
Debt_Securities_Details_Textua
Debt Securities (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | |||||||
Dec. 11, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 24, 2013 | Aug. 26, 2013 | Dec. 31, 2013 | Nov. 30, 2013 | Nov. 30, 2013 | Aug. 26, 2013 | Nov. 30, 2013 | Nov. 07, 2013 | |
Biozone Convertible Note [Member] | Biozone Convertible Note [Member] | Fuse Convertible Note [Member] | Fuse Convertible Note [Member] | Fuse Convertible Note [Member] | secured convertible promissory note [Member] | secured convertible promissory note [Member] | secured convertible promissory note [Member] | ||||
Maximum [Member] | Minimum [Member] | Biozone Convertible Note [Member] | Fuse Convertible Note [Member] | Fuse Convertible Note [Member] | |||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes, Loans and Financing Receivable, Net, Current, Total | ' | ' | ' | ' | ' | ' | ' | ' | $2,000,000 | ' | $200,000 |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | 10.00% |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | 10,000,000 | 3,076,923 | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | $0.20 | ' | $0.07 |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | 4.99% | ' | 9.99% |
Available-for-sale Securities, Debt Securities, Current | ' | 259,715 | 0 | ' | 1,955,462 | ' | ' | ' | ' | ' | ' |
Marketable securities premium on purchase date | ' | ' | ' | ' | 44,538 | ' | ' | ' | ' | ' | ' |
Discount For Value Of Derivative Instrument | 31,867 | ' | ' | ' | 1,248,292 | ' | 142,707 | 1,910 | ' | ' | ' |
Note Discount Not Yet Accreted | ' | 5,311 | ' | ' | ' | 9,974 | ' | ' | ' | ' | ' |
Proceeds from (Repayments of) Notes Payable | ' | 1,000,000 | 0 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Repayment Of Accrued Interest | ' | ' | ' | 32,877 | ' | ' | ' | ' | ' | ' | ' |
Marketable Securities, Realized Gain (Loss), Total | ' | ' | ' | 13,900 | ' | ' | ' | ' | ' | ' | ' |
Conversion of debt into stock | ' | 0 | 1,069,402 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument Additional Fund Amount | $75,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Derivative_Instruments_Details
Derivative Instruments (Details) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Trading Activity, Gains and Losses, Net [Line Items] | ' |
Balance - December 31, 2012 | $0 |
Purchases | 1,422,866 |
Sales | -1,250,000 |
Realized gain (loss) | 1,708 |
Unrealized gain (loss) | -55,326 |
Balance - December 31, 2013 | $119,248 |
Derivative_Instruments_Details1
Derivative Instruments (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Nov. 25, 2013 | |
Derivatives, Fair Value [Line Items] | ' | ' |
Payments to Acquire Trading Securities Held-for-investment | $1,422,866 | ' |
Biozone Warrants [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Payments to Acquire Trading Securities Held-for-investment | 1,248,292 | ' |
Equity Method Investment, Ownership Percentage | 4.99% | ' |
Fair Value Assumptions, Weighted Average Volatility Rate | 70.00% | ' |
Class of Warrant or Right, Purchase Price of Warrants or Rights | ' | 1,250,000 |
Fuse Warrants [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Payments to Acquire Trading Securities Held-for-investment | $174,574 | ' |
secured convertible promissory note [Member] | Biozone Warrants [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 10,000,000 | ' |
Investment Warrants, Exercise Price | $0.40 | ' |
Warrants Expiration Term | '10 years | ' |
secured convertible promissory note [Member] | Fuse Warrants [Member] | ' | ' |
Derivatives, Fair Value [Line Items] | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | 9,165,750 | ' |
Investment Warrants, Exercise Price | $0.07 | ' |
Warrants Expiration Term | '5 years | ' |
Marketable_Securities_Details
Marketable Securities (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Debt Conversions | $0 | $3,554,672 |
Sales | -1,500,000 | ' |
Realized gain (loss) | 500,000 | ' |
Marketable Securities [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Balance - December 31, 2012 | 0 | ' |
Debt Conversions | 1,000,000 | ' |
Sales | -1,500,000 | ' |
Realized gain (loss) | 500,000 | ' |
Unrealized gain (loss) | 0 | ' |
Balance - December 31, 2013 | $0 | ' |
Marketable_Securities_Details_
Marketable Securities (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Schedule of Available-for-sale Securities [Line Items] | ' |
Proceeds from Sale of Available-for-sale Securities, Equity | $1,500,000 |
Available-for-sale Securities, Gross Realized Gain (Loss) | $500,000 |
Biozone [Member] | ' |
Schedule of Available-for-sale Securities [Line Items] | ' |
Debt Conversion, Converted Instrument, Shares Issued | 5,000,000 |
Debt_Details
Debt (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Schedule of Capitalization, Long-term Debt [Line Items] | ' | ' |
Revolving line of credit | $2,500,000 | $0 |
Auto loan - secured | 2,902 | 15,380 |
Unsecured debt | 59,600 | 4,452,183 |
Total debt | 2,562,502 | 4,467,563 |
Less: current portion | -2,562,502 | -4,463,040 |
Long term debt | $0 | $4,523 |
Debt_Details_1
Debt (Details 1) (Convertible Debt [Member], USD $) | 12 Months Ended |
Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' |
Maturity | 'January 3, 2012 to October 11, 2014 |
Proceeds from Convertible Debt | $519,950 |
Conversion Terms One [Member] | ' |
Debt Instrument [Line Items] | ' |
Proceeds from Convertible Debt | 100,000 |
Description Of Convertible Debt Secured Derivative Liabilities | '62% of lowest trade price for the last 7 trading days |
Conversion Terms Two [Member] | ' |
Debt Instrument [Line Items] | ' |
Proceeds from Convertible Debt | 19,950 |
Description Of Convertible Debt Secured Derivative Liabilities | '65% of the lowest trade price in the 30 trading days previous to the conversion |
Conversion Terms Three [Member] | ' |
Debt Instrument [Line Items] | ' |
Proceeds from Convertible Debt | $400,000 |
Description Of Convertible Debt Secured Derivative Liabilities | '35% multiplied by the average of the lowest three (3) trading prices (as defined below) for the common stock during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date. |
Maximum [Member] | ' |
Debt Instrument [Line Items] | ' |
Interest Rate | 10.00% |
Default interest rate | 20.00% |
Minimum [Member] | ' |
Debt Instrument [Line Items] | ' |
Interest Rate | 8.00% |
Default interest rate | 0.00% |
Debt_Details_2
Debt (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' |
Conversion of debt into 44,208 shares of common stock with a valuation of $469,683 ($8.08 - $13.60/share) | $0 | $1,069,402 |
Unsecured Debt [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Balance | 4,452,183 | 2,380,315 |
Borrowings during the year ended December 31, 2012 | ' | 5,304,000 |
Conversion of debt into 44,208 shares of common stock with a valuation of $469,683 ($8.08 - $13.60/share) | ' | -150,000 |
Repayments | -4,392,583 | -3,318,374 |
Convertible debt added upon expiration of option | ' | 14,000 |
Balance adjustments | ' | 117 |
Interest and accrued interest (Included in total repayment) | ' | 31,896 |
Loss on repayment (Included in total repayment) | ' | 190,229 |
Balance | $59,600 | $4,452,183 |
Unsecured Debt [Member] | Minimum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Maturity | ' | 'January 13, 2012 |
Interest Rate | ' | 15.00% |
Unsecured Debt [Member] | Maximum [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Maturity | 'October 1, 2013 | ' |
Interest Rate | ' | 110.00% |
Debt_Details_3
Debt (Details 3) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Debt Instrument [Line Items] | ' | ' | ' |
Balance | $2,902 | $15,380 | ' |
Vehicle Loan [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Balance | 15,380 | 26,236 | ' |
Repayments | -12,478 | -10,856 | ' |
Balance | $2,902 | $15,380 | $26,236 |
Interest Rate | ' | 6.99% | 6.99% |
Maturity | '4 payments of $1,008 | '16 payments of $1,008 | '28 payments of $1,008 |
Debt_Details_4
Debt (Details 4) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Debt Instrument [Line Items] | ' | ' |
Debt issuance costs | $335,433 | $851,923 |
US Bank Line of Credit | 7,500 | 0 |
Accumulated amortization of debt issuance costs | -335,433 | -516,490 |
Debt issuance costs - net | $7,500 | $335,433 |
Debt_Details_5
Debt (Details 5) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Debt Instrument [Line Items] | ' | ' |
Debt discount - December 31, 2011 | ' | $2,567,333 |
Additional debt discount - year ended December 31, 2012 | ' | 3,554,673 |
Amortization of debt discount - year ended December 31, 2012 | 0 | -6,122,006 |
Debt discount - December 31, 2012 | ' | $0 |
Debt_Details_Textual
Debt (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 24, 2013 | |
Debt Instrument [Line Items] | ' | ' | ' |
Debt Default, Short-term Debt, Amount | $59,600 | $64,600 | ' |
Debt issue costs | 7,500 | 234,450 | ' |
Amortization of debt issue costs | 335,433 | 394,964 | ' |
Warrants Purchase Common Stock | ' | 22,633 | ' |
Warrants issued in conjunction with debt issue costs | 0 | 427,759 | ' |
Debt Discounts Total | ' | 3,554,673 | ' |
Amortization Of Debt Discount (Premium) | 0 | 6,122,006 | ' |
Converted Debt And Accrued Interest Into Stock Amount | ' | 1,420,422 | ' |
Gains Loss On Extinguishment Of Debt | ' | 351,021 | ' |
Gain (Loss) Related To Litigation Settlement | 573,906 | -4,447,732 | ' |
Convertible Notes Expired | ' | 14,000 | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | 2,500,000 |
Line of Credit Facility, Expiration Date | 15-Sep-14 | ' | ' |
Line of Credit Facility, Interest Rate Description | 'prime plus 2% | ' | ' |
Line of Credit Facility, Interest Rate at Period End | 5.25% | ' | ' |
Debt Conversion, Converted Instrument, Amount | 0 | 1,069,402 | ' |
Line of Credit [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt Issuance Cost | 7,500 | ' | ' |
U.S. Bank, N.A D Savings Deposits [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Restricted Cash and Investments, Current, Total | 2,500,000 | ' | ' |
Unsecured Debt [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued (in shares) | ' | 44,208 | ' |
Debt Conversion, Converted Instrument, Amount | ' | ($150,000) | ' |
Unsecured Debt [Member] | Maximum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | $13.60 | ' |
Unsecured Debt [Member] | Minimum [Member] | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | $8.08 | ' |
Derivative_Liabilities_Details
Derivative Liabilities (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Derivative Liabilities [Line Items] | ' | ' |
Derivative liability - December 31, 2012 | $0 | $7,061,238 |
Fair value at the commitment date for debt instruments | 8,175,459 | 1,096,808 |
Fair value at the commitment date for warrants issued | 96,913 | 7,526,671 |
Fair value mark to market adjustment for debt instruments | 4,795,512 | -1,579,663 |
Fair value mark to market adjustment for warrants | 58,452 | -4,345,916 |
Fair Value Market To Market Adjustment For Preferred Stock Issued | ' | -59 |
Reclassification To Additional Paid In Capital For Financial Instruments | ' | -4,124,387 |
Derivative Liabilities Warrant Settlements | ' | -5,634,692 |
Conversion instruments exercised or settled | -11,979,006 | ' |
Derivative liability - December 31, 2013 | $1,147,330 | $0 |
Derivative_Liabilities_Details1
Derivative Liabilities (Details 1) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Commitment Date [Member] | ' | ' |
Derivative Liabilities [Line Items] | ' | ' |
Expected dividends | 0.00% | 0.00% |
Expected volatility | 120.00% | ' |
Expected term: | '1 year | ' |
Risk free interest rate | 0.14% | ' |
Commitment Date [Member] | Maximum [Member] | ' | ' |
Derivative Liabilities [Line Items] | ' | ' |
Expected volatility | ' | 251.00% |
Expected term: | ' | '4 years |
Risk free interest rate | ' | 0.72% |
Commitment Date [Member] | Minimum [Member] | ' | ' |
Derivative Liabilities [Line Items] | ' | ' |
Expected volatility | ' | 228.00% |
Expected term: | ' | '6 months |
Risk free interest rate | ' | 0.09% |
Re Measurement Date [Member] | ' | ' |
Derivative Liabilities [Line Items] | ' | ' |
Expected dividends | 0.00% | ' |
Expected volatility | 47.00% | ' |
Expected term: | '1 year | ' |
Risk free interest rate | 0.13% | ' |
Derivative_Liabilities_Details2
Derivative Liabilities (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Derivative Liabilities [Line Items] | ' | ' |
Derivative expense | $96,913 | $4,409,214 |
Restricted_Stock_Units_Details
Restricted Stock Units (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 30, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
December 31, 2013 [Member] | December 31, 2015 [Member] | Chief Operating Officer [Member] | Chief Operating Officer [Member] | key employees officers and directors [Member] | key employees officers and directors [Member] | key employees officers and directors [Member] | Director [Member] | |||
Subsequent Event [Member] | Subsequent Event [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued For Services (in shares) | ' | ' | ' | ' | 129,413 | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued For Services | $19,802,609 | $1,107,718 | ' | ' | $449,900 | ' | ' | ' | ' | ' |
Shares Vesting In Next Twelve Months Number | ' | ' | ' | ' | ' | 43,137 | ' | ' | ' | ' |
Shares Vesting In Year One Number | ' | ' | ' | ' | ' | 43,138 | ' | ' | ' | ' |
Shares Vesting In Year Two Number | ' | ' | ' | ' | ' | 43,138 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | ' | ' | ' | ' | ' | 43,137 | ' | ' | ' | ' |
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized | 13,616,067 | ' | ' | ' | ' | 149,967 | ' | ' | ' | 126,660 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | 1,550,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | ' | ' | ' | ' | ' | ' | ' | 1,500,200 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | ' | ' | ' | ' | ' | ' | ' | 16,517,202 | ' | ' |
Stock Issued During Period, Value, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | 17,065,500 | ' | ' | 152,000 |
Restricted stock agreement grant vesting percentage | ' | ' | 17.00% | 83.00% | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | 263,500 | ' |
Share-based Compensation, Total | $3,075,272 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,364 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Deferred Tax Assets and Liability [Line Items] | ' | ' |
Net operating loss carry forward | $12,682,000 | $8,871,000 |
Amortization of debt discount and debt issue costs | 0 | 3,732,000 |
Uniform capitalization | 164,000 | 0 |
Stock options and warrants | -625,000 | 971,000 |
Depreciation | 52,157,696 | 6,766,727 |
Bad debt | 115,000 | 9,000 |
Inventory reserve | 85,000 | 0 |
Accrued liabilities | 81,000 | 0 |
General business credits | 39,000 | 0 |
Other | 19,000 | 0 |
Valuation allowance | -12,721,000 | -13,657,000 |
Net deferred tax asset | $0 | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Current income tax expense: | ' | ' |
Federal | $0 | ($6,492,978) |
State | 10,000 | -418,869 |
Foreign | 105,483 | ' |
Current Income Tax Expense (Benefit), Total | 115,483 | ' |
Deferred income tax provision (benefit): | ' | ' |
Federal | -199,971 | ' |
State | 1,136,549 | ' |
Change in valuation allowance | -936,578 | ' |
Deferred Income Tax Expense (Benefit) | 0 | ' |
Income Tax Expense (Benefit) | $115,483 | $0 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Expense Benefit [Line Items] | ' | ' |
Federal tax benefit at statutory rate | $0 | ($6,492,978) |
State tax benefit - net of federal tax effect | 10,000 | -418,869 |
Foreign income taxes at other than 34% | -29,854 | 0 |
Derivative expense | 32,950 | 1,499,133 |
Change in fair value of derivative liability | 1,650,348 | -2,005,989 |
Loss on settlement of accounts payable | 0 | 1,495,124 |
Non-deductible stock compensation | 1,363,267 | 791,109 |
Other non-deductible expenses | 10,428 | 45,105 |
Tax deficiency on stock based compensation | 679,295 | 0 |
Amortization of debt discount | 176,308 | 0 |
Excess compensation - IRC 162(m) | 251,550 | ' |
Deferred tax adjustment - prior year adjustments | 2,145,883 | 0 |
Change in valuation allowance | -936,578 | 5,087,365 |
Income tax expense | $115,483 | $0 |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Line Items] | ' | ' |
Operating Loss Carryforwards | $36,194,000 | ' |
Real Estate Owned, Valuation Allowance, Amounts Applied | 12,721,000 | 13,657,000 |
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount | 937,000 | ' |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 4.63% | 4.63% |
Effective Income Tax Rate Reconciliation Blended Rate | 37.10% | 37.10% |
Income Tax Expense (Benefit) | 115,483 | 0 |
Current Foreign Tax Expense (Benefit) | 105,483 | ' |
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 8,011,000 | ' |
Undistributed Earnings of Foreign Subsidiaries | 523,000 | ' |
Canadian [Member] | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | 398,000 | ' |
UnitedStates [Member] | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | $18,000,000 | ' |
Maximum [Member] | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' |
Future Taxable Income Expiring Term | '2030 | ' |
Minimum [Member] | ' | ' |
Income Tax Disclosure [Line Items] | ' | ' |
Future Taxable Income Expiring Term | '2033 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||
Class of Stock [Line Items] | ' | ' | ' | |
Executive/Board of Director compensation, Quantity | ' | ' | 4,667,764 | |
Employee stock compensation, Valuation | $561,510 | ' | ' | |
Stock issued for services and to settle liabilities, Valuation | 19,802,609 | 1,107,718 | ' | |
Warrant conversions/settlements, Loss Settlement | 573,906 | -4,447,732 | ' | |
Stock issued in lieu of interest, Valuation | ' | 334,098 | ' | |
Minimum [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Total, Range of Value per Share | $2.80 | ' | ' | |
Maximum [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Total, Range of Value per Share | $12.99 | ' | ' | |
Common Stock [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Cash and warrants, Quantity | 1,191,332 | 199,422 | ' | |
Cash and warrants, Valuation | 10,559,332 | 1,660,760 | ' | |
Cash and warrants, Loss on Settlement | ' | 0 | ' | |
Executive/Board of Director compensation, Quantity | 284,164 | 431,034 | [1] | ' |
Executive/Board of Director compensation, Valuation | 2,642,004 | 4,686,514 | [1] | ' |
Executive/Board of Director compensation, Loss on settlement | ' | 0 | [1] | ' |
Employee stock compensation, Quality | 51,000 | ' | ' | |
Employee stock compensation, Valuation | 51 | ' | ' | |
Employee stock compensation, Range of Value per Share | $11.01 | ' | ' | |
Services - third parties (in shares) | 2,178,881 | 113,740 | ' | |
Stock issued for services and to settle liabilities, Valuation | 2,179 | 113 | ' | |
Stock issued for services and to settle liabilities, Loss on Settlement | ' | 0 | ' | |
Conversion of debt, Quantity | ' | 290,961 | ' | |
Forbearance of agreement terms, Quantity | ' | 95,528 | ' | |
Forbearance of agreement terms, Valuation | ' | 1,240,032 | ' | |
Forbearance of agreement terms, Loss on Settlement | ' | 0 | ' | |
Warrant conversions/settlements, Quantity | ' | 853,082 | ' | |
Warrant conversions/settlements, Valuation | ' | 7,295,768 | ' | |
Warrant conversions/settlements, Loss Settlement | ' | 1,505,906 | ' | |
Stock issued in lieu of interest, Quantity | ' | 58,945 | ' | |
Stock issued in lieu of interest, Valuation | ' | 58 | ' | |
Stock issued in lieu of interest, Loss on Settlement | ' | 0 | ' | |
Additional shares due to roundup provision of certificates upon reverse split, Quantity | ' | 479 | ' | |
Additional shares due to roundup provision of certificates upon reverse split, Valuation | ' | 0 | ' | |
Additional shares due to roundup provision of certificates upon reverse split, Loss on Settlement | ' | 0 | ' | |
Additional shares due to roundup provision of certificates upon reverse split, Range of Value per Share | ' | $0 | ' | |
Total, Quantity | 6,481,007 | 2,065,626 | ' | |
Total, Valuation | 45,800,154 | 18,360,298 | ' | |
Total, Loss on Settlement | ' | 2,471,911 | ' | |
Common Stock [Member] | Series C Preferred Stock [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of preferred stock to common stock, Quantity | ' | 22,353 | ' | |
Conversion of preferred stock to common stock, Valuation | ' | 614,984 | ' | |
Conversion of preferred stock to common stock, Loss on Settlement | ' | 614,984 | ' | |
Conversion of preferred stock to common stock, Range of Value per share | ' | $27.51 | ' | |
Common Stock [Member] | Series D Preferred Stock [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of preferred stock to common stock, Quantity | 2,737,000 | ' | ' | |
Conversion of preferred stock to common stock, Valuation | 11,823,833 | ' | ' | |
Common Stock [Member] | Minimum [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of preferred stock to common stock, Range of Value per share | $2.80 | ' | ' | |
Cash and warrants, Range of Value per share | $8.26 | $7.59 | ' | |
Executive/Board of Director compensation, Range of Value per share | $3.48 | $8.93 | [1] | ' |
Stock issued for services and to settle liabilities, Range of Value per Share | $4.02 | $4.75 | ' | |
Forbearance of agreement terms, Range of Value per share | ' | $7.14 | ' | |
Warrant conversions/settlements, Range of Value per Share | ' | $5.44 | ' | |
Stock issued in lieu of interest, Range of Value per Share | ' | $5.50 | ' | |
Total, Range of Value per Share | ' | $0 | ' | |
Common Stock [Member] | Maximum [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of preferred stock to common stock, Range of Value per share | $7.54 | ' | ' | |
Cash and warrants, Range of Value per share | $10.50 | $8.50 | ' | |
Executive/Board of Director compensation, Range of Value per share | $11.01 | $17.71 | [1] | ' |
Stock issued for services and to settle liabilities, Range of Value per Share | $12.99 | $21.25 | ' | |
Forbearance of agreement terms, Range of Value per share | ' | $27.54 | ' | |
Warrant conversions/settlements, Range of Value per Share | ' | $15.73 | ' | |
Stock issued in lieu of interest, Range of Value per Share | ' | $10.62 | ' | |
Total, Range of Value per Share | ' | $27.54 | ' | |
Common Stock [Member] | Secured Debt [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of debt, Quantity | ' | 44,208 | ' | |
Conversion of debt, Valuation | ' | 469,683 | ' | |
Conversion of debt, Loss on Settlement | ' | 289,897 | ' | |
Common Stock [Member] | Secured Debt [Member] | Minimum [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of debt, Range of Value per Share | ' | $8.08 | ' | |
Common Stock [Member] | Secured Debt [Member] | Maximum [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of debt, Range of Value per Share | ' | $13.60 | ' | |
Common Stock [Member] | Convertible Debt [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of debt, Quantity | ' | 246,753 | ' | |
Conversion of debt, Valuation | ' | 950,739 | ' | |
Conversion of debt, Loss on Settlement | ' | $61,124 | ' | |
Common Stock [Member] | Convertible Debt [Member] | Minimum [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of debt, Range of Value per Share | ' | $2.98 | ' | |
Common Stock [Member] | Convertible Debt [Member] | Maximum [Member] | ' | ' | ' | |
Class of Stock [Line Items] | ' | ' | ' | |
Conversion of debt, Range of Value per Share | ' | $8.08 | ' | |
[1] | Represents common stock issued for prior year 2011 accrued compensation of $4,667,764 settled in 2012 and directors awards. |
Stockholders_Equity_Details_1
Stockholders' Equity (Details 1) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Class of Stock [Line Items] | ' | ' | ' |
Options Balance (in shares) | 1,847 | 1,906 | ' |
Options Granted (in shares) | 0 | 0 | ' |
Options Exercised (in shares) | 0 | 0 | ' |
Options Forfeited/Cancelled (in shares) | -1,375 | -59 | ' |
Options Balance, outstanding (in shares) | 472 | 1,847 | 1,906 |
Options exercisable, (in shares) | 472 | ' | ' |
Outstanding options held by related parties | 0 | 1,177 | ' |
Exercisable options held by related parties | 0 | 1,177 | ' |
Weighted Average Exercise Price Balance (in dollars per share) | $425 | $425 | ' |
Weighted Average Exercise Price Granted (in dollars per share) | ' | $0 | ' |
Weighted Average Exercise Price Exercisable (in dollars per share) | ' | $0 | ' |
Weighted Average Exercise Price Forfeited/Cancelled (in dollars per share) | $425 | $425 | ' |
Weighted Average Exercise Price Balance, outstanding (in dollars per share) | $425 | $425 | $425 |
Weighted Average Exercise Price exercisable (in dollars per share) | $425 | ' | ' |
Balance, Weighted Average Remaining Contractual Life (years) | '1 year 3 months | '2 years 3 months | '3 years 3 months |
Weighted Average Remaining Contractual Life exercisable (years) | '1 year 3 months | ' | ' |
Aggregate Intrinsic Value, Balance | $0 | ' | ' |
Aggregate Intrinsic Value exercisable | 0 | ' | ' |
Aggregate Intrinsic Value, Balance, Outstanding | $0 | $0 | ' |
Stockholders_Equity_Details_2
Stockholders' Equity (Details 2) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Class of Stock [Line Items] | ' | ' |
Warrants Outstanding, Weighted Average Remaining Contractual Life (in years) | '1 year | ' |
Warrants Exercisable, Numbers Exercisable (in shares) | 263,089 | ' |
Warrants Exercisable, Weighted Average Exercise Price (in dollars per share) | $4.43 | ' |
Warrants Exercisable, Intrinsic Value | $1,015,533 | ' |
Warrant Outstanding Weighted Average Exercise Price | $4.43 | ' |
Warrant Outstanding Number Outstanding | 263,089 | ' |
Minimum [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Warrant Outstanding Weighted Average Exercise Price | $4 | ' |
Maximum [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Warrant Outstanding Weighted Average Exercise Price | $1,275 | ' |
Warrant [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Number of Warrants, Outstanding Balance (in shares) | 89 | 333,340 |
Number of Warrants, Granted (in shares) | 3,040,000 | 500,721 |
Number of Warrants, Exercised/settled (in shares) | -2,777,000 | -37,648 |
Number of Warrants, Converted (in shares) | ' | -796,324 |
Number of Warrants, Outstanding Balance (in shares) | 263,089 | 89 |
Weighted Average Exercise Price, Balance (in dollars per share) | $1,275 | $20.33 |
Weighted Average Exercise Price, Granted (in dollars per share) | $4.09 | $10.20 |
Weighted Average Exercise Price, Exercised/settled (in dollars per share) | $4.09 | $7.57 |
Weighted Average Exercise Price, Converted (in dollars per share) | ' | $10.20 |
Weighted Average Exercise Price, Balance (in dollars per share) | $4.43 | $1,275 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||||||||||
Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2010 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Aug. 01, 2011 | Oct. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 | Feb. 04, 2013 | Jan. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | ||
Board of Directors Chairman [Member] | Stock Repurchase Plan [Member] | Plan 2010 [Member] | Common Stock [Member] | Common Stock [Member] | Warrant [Member] | Commitment Date [Member] | Re Measurement Date [Member] | Equity Option [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series B Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | ||||||
Common Stock [Member] | ||||||||||||||||||||||||||||
Stockholders Equity Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Description Of Class Of Stock Provision | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The shares of Series A have the following provisions: ⋅ Non-voting, ⋅ No rights to dividends, ⋅ No liquidation value, ⋅ Convertible into 200 shares of common stock. | ' | 'The shares of Series B had the following provisions: ⋅ Voting rights entitling the holders to an aggregate 51% voting control; ⋅ Initially no rights to dividends; ⋅ Stated value of $0.001 per share; ⋅ Liquidation rights entitle the receipt of net assets on a pro-rata basis; and ⋅ Non-convertible. | ' | ' | ' | 'The shares of Series C have the following provisions: ⋅ Stated Value - $1,000 per share; ⋅ Non-voting; ⋅ Liquidation rights entitle an amount equal to the stated value, plus any accrued and unpaid dividends; ⋅ As long as any Series C, convertible preferred stock is outstanding, the Company is prohibited from executing various corporate actions without the majority consent of the holders of Series C Convertible Preferred Stock authorization; and ⋅ Convertible at the higher of (a) $8.50 or (b) such price that is a 50% discount to market using the average of the low 2 closing bid prices, 5 days preceding conversion. | ' | ' | ' | 'The shares of Series D have the following provisions: ⋅ Voting rights based on number of common shares of conversion option; ⋅ Initially no rights to dividends; ⋅ Liquidation rights entitle the receipt of net assets on a pro-rata basis; and ⋅ Convertible into 2 shares of common stock, subject to adjustment. | ' | ' | ' | |
Stockholders' Equity, Reverse Stock Split | 'On November 26, 2012, the Company (i) effected a 1-for-850 reverse stock split of our common stock, including a proportionate reduction in the number of authorized shares of our common stock from 2.36 billion shares to 2.8 million shares of common stock, and (ii) amended our articles of incorporation to increase the number of authorized shares of common stock (post reverse stock split) from 2,941,177 to 100 million effective November 27, 2012. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock issued to settle accounts payable and due to factor | ' | ' | $1,660,760 | ' | ' | ' | ' | ' | $199 | ' | ' | ' | $630,990 | ' | ' | ' | $0 | ' | ' | $190,000 | $0 | ' | ' | ' | ' | $0 | ' | |
Stock Issued During Period Shares New Issues For Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' | ' | ' | ' | ' | |
Stock Issued During Period Value New Issues For Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | |
Stock Issued During Period Price Per Share For Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | |
Stock Issued During Period Shares New Issues For Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90 | ' | ' | ' | ' | ' | ' | ' | |
Stock Issued During Period Value New Issues For Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 90,000 | ' | ' | ' | ' | ' | ' | ' | |
Stock Issued During Period Price Per Share For Services | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' | ' | |
Conversion to common stock | ' | ' | 1,420,422 | ' | ' | ' | ' | ' | 290 | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | 22,353 | 0 | ' | ' | ' | ' | 0 | ' | |
Stock Issued During Period Shares Conversion Of Convertible Securities Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' | ' | ' | ' | ' | ' | |
Stock Issued During Period Shares Conversion Of Convertible Securities Loss | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 614,984 | ' | ' | ' | ' | ' | ' | ' | |
Derivative expense | ' | 32,950 | 1,499,133 | ' | ' | ' | ' | ' | ' | ' | 293 | 175 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock Repurchased During Period, Shares | ' | 138,825 | 31,096 | ' | ' | 120,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock Repurchased During Period, Value | ' | 1,193,783 | 460,978 | ' | 5,000,000 | 934,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock Repurchased Maximum Value | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Payments for Repurchase of Common Stock | ' | 1,037,320 | 460,978 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Stock Repurchased During Period Per Share | ' | $8.60 | $14.82 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Preferred stock, shares authorized | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | 5,000,000 | ' | 51 | 0 | 51 | ' | 500 | 500 | ' | ' | 1,600,000 | 1,600,000 | ' | |
Number Of Shares Sold Under Subscription Agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | ' | ' | |
Gain Loss On Repurchase Of Common Stock | ' | 156,463 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Proceeds from Issuance of Preferred Stock and Preference Stock | ' | 12,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | ' | ' | ' | 199,422 | ' | ' | ' | 3,260 | ' | ' | ' | 0 | ' | ' | 190 | 0 | ' | ' | ' | ' | 0 | ' | |
Stock Issued During Period, Shares, Share-Based Compensation, Net Of Forfeitures | ' | ' | ' | 4,667,764 | ' | ' | ' | 284,164 | 431,034 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
No Incentive Stock Option Contractual Term | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total Number Of Shares Issued | ' | ' | ' | ' | ' | ' | 5,883 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Options Expire Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2-Apr-15 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Warrants Issued To Convertible Shares | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,500,000 | ' | ' | |
Warrants Issued To Purchase Of Common Stock | ' | 40,000 | 500,721 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Warrants Expiration Term Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Each warrant vests six months after issuance and expire July 13, 2014 October 16, 2014, with exercise prices ranging from $10.20 - $12.75. All warrants contain anti-dilution rights, and are treated as derivative liabilities. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Professional Fees | ' | $7,015,077 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Conversion Of Preferred Stock To Common Stock Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,368,500 | ' | 2,737,000 | |
[1] | Represents common stock issued for prior year 2011 accrued compensation of $4,667,764 settled in 2012 and directors awards. |
Commitments_Contingencies_and_1
Commitments, Contingencies and Other Matters (Details) (USD $) | Dec. 31, 2013 |
Years Ended December 31, | ' |
2014 | $623,114 |
2015 | 439,033 |
2016 | 121,322 |
2017 | 19,965 |
Total minimum lease payments | $1,203,434 |
Commitments_Contingencies_and_2
Commitments, Contingencies and Other Matters (Details 1) (USD $) | Dec. 31, 2013 |
Years Ending December 31 | ' |
2014 | $33,480 |
2015 | 33,480 |
2016 | 28,631 |
Total minimum lease payments | 95,591 |
Less amounts representing interest | -14,299 |
Present value of minimum lease payments | $81,292 |
Commitments_Contingencies_and_3
Commitments, Contingencies and Other Matters (Details 2) (Sponsorship and Endorsement Contract Liabilities [Member], USD $) | Dec. 31, 2013 |
Contractual Obligation, Fiscal Year Maturity [Line Items] | ' |
2014 | $6,950,250 |
2015 | 7,278,333 |
2016 | 1,958,333 |
2017 | 100,000 |
Total | 16,286,916 |
Endorsement [Member] | ' |
Contractual Obligation, Fiscal Year Maturity [Line Items] | ' |
2014 | 2,031,250 |
2015 | 2,385,833 |
2016 | 833,333 |
2017 | 0 |
Total | 5,250,416 |
Sponsorship [Member] | ' |
Contractual Obligation, Fiscal Year Maturity [Line Items] | ' |
2014 | 4,745,000 |
2015 | 4,832,500 |
2016 | 1,125,000 |
2017 | 100,000 |
Total | 10,802,500 |
Service [Member] | ' |
Contractual Obligation, Fiscal Year Maturity [Line Items] | ' |
2014 | 174,000 |
2015 | 60,000 |
2016 | 0 |
2017 | 0 |
Total | $234,000 |
Commitments_Contingencies_and_4
Commitments, Contingencies and Other Matters (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2013 | Nov. 30, 2013 | Aug. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments And Contingency [Line Items] | ' | ' | ' | ' | ' |
Operating Lease Expire Term | ' | ' | ' | '2017 | ' |
Operating Leases, Rent Expense, Net | ' | ' | ' | $607,774 | $337,584 |
Product Liability Insurance Deduction | ' | ' | ' | 10,000 | ' |
Aggregate Product Liability Retained Loss | ' | ' | ' | 5,000,000 | ' |
Capital Leases, Future Minimum Payments, Net Minimum Payments, Total | 490.53 | 414.64 | 410.24 | 490.53 | ' |
Percentage Of Interest Rate Implicit On Lease | 5.25% | 5.25% | 9.50% | ' | ' |
Capital Lease Obligations | 81,292 | ' | ' | 81,292 | 0 |
Capital Leases, Balance Sheet, Assets by Major Class, Net, Total | 84,151 | ' | ' | 84,151 | ' |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | $1,750 | ' | ' | $1,750 | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Aug. 26, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Oct. 16, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 29, 2012 | Feb. 15, 2012 | |
Bodybuilding.com [Member] | Bodybuilding.com [Member] | Frost Real Estate Holdings, LLC [Member] | Frost Real Estate Holdings, LLC [Member] | VP and General Manager [Member] | VP and General Manager [Member] | Mr. Ciccarelli [Member] | Mr. Ciccarelli [Member] | ||||
acre | |||||||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Revenue from Related Parties | ' | ' | ' | $33,977,368 | $25,060,518 | ' | ' | ' | ' | ' | ' |
Due from Related Parties | ' | ' | ' | 2,000,000 | 827,000 | ' | ' | ' | ' | ' | ' |
Securities Purchase Under Agreement Description | '(i) $2,000,000 of a 10% secured convertible promissory notes and (ii) a warrant to purchase 10,000,000 shares of the Sellers common stock, at an exercise price of $0.40 per share, for an aggregate purchase price of $2,000,000. Dr. Philip Frost, a significant investor in the Company and a member of its scientific advisory board, is the Chairman and CEO of OPKO Health, Inc. (OPKO), and is the trustee of Frost Gamma Investments Trust (Frost Gamma). Each of Dr. Frost, OPKO, and Frost Gamma were significant shareholders in Biozone. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Leases, Rent Expense, Net | ' | 607,774 | 337,584 | ' | ' | 13,289 | ' | 75,035 | 59,303 | ' | ' |
Lease Expiration Date | ' | 31-Mar-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Area of Land | ' | ' | ' | ' | ' | ' | 1,437 | ' | ' | ' | ' |
Operating Leases, Future Minimum Payments Due | ' | 1,203,434 | ' | ' | ' | ' | 142,923 | ' | ' | ' | ' |
Deferred Compensation Arrangements, Overall, Description | ' | 'Subsequent to year end, the Company purchased split dollar life insurance policies on certain key executives. These policies provide a split of 50% of the death benefit proceeds to the Company and 50% to the officers designated beneficiaries. Drew Cicarelli. . . | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Description Of Office Space Term | ' | 'March 31, 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.94% |
Proceeds from Fees Received | ' | ' | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' |
Defined_Contribution_Plan_Deta
Defined Contribution Plan (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Defined Contribution Pension And Other Postretirement Plans Disclosure [Line Items] | ' | ' |
Defined Contribution Plan, Employer Discretionary Contribution Amount | $61,063 | $42,800 |
Endorsement_Agreement_Details_
Endorsement Agreement (Details Textual) (Marine MP LLC [Member], USD $) | Dec. 31, 2013 |
Marine MP LLC [Member] | ' |
Endorsement Agreement Disclosure [Line Items] | ' |
Prepaid Expense | $7,300,800 |
Subsequent_Events_Details_Text
Subsequent Events (Details Textual) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 |
Subsequent Event [Member] | Biozone Laboratories Ltd [Member] | Fuse Science Inc [Member] | |||
Director [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | $275,000 |
Subsequent Event, Date | ' | ' | ' | 2-Jan-14 | 3-Jan-14 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | 1,200,000 | ' |
Common Stock, Par Or Stated Value Per Share | $0.00 | $0.00 | ' | $0.00 | ' |
Shares Held In Escrow | ' | ' | ' | 600,000 | ' |
Repurchase Price Of Share held In Escrow | ' | ' | ' | 10 | ' |
Issuance Of Non-Escrowed Shares | ' | ' | ' | 600,000 | ' |
Debt Instrument, Maturity Date | ' | ' | ' | ' | 3-Jan-19 |
Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Grant in Shares | ' | ' | 48,856 | ' | ' |
Share Based Compensation Arrangement By Share Based Payment Award Restricted Stock Grant | ' | ' | $320,007 | ' | ' |