Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 |
Accounting Policies [Abstract] | ' |
Consolidation, Policy [Policy Text Block] | ' |
Principles of Consolidation |
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The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries MusclePharm Canada Enterprises Corp (“MusclePharm Canada”) and Biozone Laboratories, Inc. (“Biozone”). MusclePharm Canada began operations in April 2012, and Biozone began operations in January 2014. All intercompany accounts and transactions have been eliminated upon consolidation. |
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Use of Estimates, Policy [Policy Text Block] | ' |
Use of Estimates |
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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. |
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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. |
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Risks and Uncertainties [Policy Text Block] | ' |
Risks and Uncertainties |
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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. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents |
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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 March 31, 2014 and December 31, 2013, the Company had no cash equivalents. |
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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 March 31, 2014 and December 31, 2013, we had two bank accounts that exceeded the federally insured limit. |
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Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Restricted Cash |
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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 March 31, 2014 restricted cash balance. |
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Accounts Receivable and Allowance For Doubtful Accounts [Policy Text Block] | ' |
Accounts Receivable and Allowance for Doubtful Accounts |
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Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms. 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. |
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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. |
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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. |
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Accounts receivable consisted of the following at March 31, 2014 and December 31, 2013: |
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| | As of March 31, | | As of December 31, | | |
| | 2014 | | 2013 | | |
Accounts receivable | | $ | 20,274,972 | | $ | 14,830,487 | | |
Less: allowance for discounts | | | -535,621 | | | -1,060,000 | | |
Less: allowance for doubtful accounts | | | -105,277 | | | -29,307 | | |
Accounts receivable – net | | $ | 19,634,074 | | $ | 13,741,180 | | |
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At March 31, 2014 and December 31, 2013, the Company had the following concentrations of accounts receivable with customers: |
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Customer | | As of March 31, 2014 | | | As of December 31, 2013 | |
A | | | 22 | % | | | 16 | % |
Bodybuilding.com (related party – See Note 14) | | | 8 | % | | | 14 | % |
C | | | 6 | % | | | 24 | % |
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Inventory, Policy [Policy Text Block] | ' |
Inventory |
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Inventory is valued at the lower of cost or market value. Product-related inventory for MusclePharm and MusclePharm Canada is maintained using the First-In First-Out method, and inventory for Biozone is maintained using the average cost 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. |
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Prepaid Giveways [Policy Text Block] | ' |
Prepaid Giveaways |
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Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. |
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Prepaid Sponsorship Fees [Policy Text Block] | ' |
Prepaid Sponsorship and Endorsement Fees |
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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. |
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Compensation Related Costs, Policy [Policy Text Block] | ' |
Prepaid Stock Compensation |
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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. |
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Prepaid Expenses [Policy Text Block] | ' |
Prepaid Expenses |
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Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, print advertising, insurance and service contracts requiring up-front payments. |
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Property, Plant and Equipment, Policy [Policy Text Block] | ' |
Property and Equipment |
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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. We review our property and equipment 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 estimated fair values of these assets. We did not consider any of our property and equipment to be impaired during the three months ended March 31, 2014 or 2013. |
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Debt Securities [Policy Text Block] | ' |
Debt Securities |
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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 6 for further discussion of the Company’s debt securities. |
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Accrued Liabilities [Policy Text Block] | ' |
Accrued Liabilities |
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Accrued liabilities consist of 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. |
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Debt, Policy [Policy Text Block] | ' |
Debt |
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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. |
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Derivatives, Policy [Policy Text Block] | ' |
Derivatives |
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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. |
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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. |
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Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | ' |
Share-Based Payments |
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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. |
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Revenue Recognition Accounting Policy, Gross and Net Revenue Disclosure [Policy Text Block] | ' |
Revenue Recognition |
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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. |
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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 2% of total sales, recognition occurs upon shipment. |
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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. |
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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. |
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Sales for the three months ended March 31, 2014 and 2013 are as follows: |
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| | Three Months Ended March 31, | | |
| | 2014 | | 2013 | | |
Gross Sales | | $ | 56,705,286 | | $ | 24,924,036 | | |
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Discounts | | | -6,495,832 | | | -2,362,869 | | |
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Sales – Net | | $ | 50,209,454 | | $ | 22,561,167 | | |
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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 three months ended March 31, 2014 and 2013. |
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Major Customers, Policy [Policy Text Block] | ' |
Significant Customers |
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For the three months ended March 31, 2014 and 2013, the Company had the following concentrations of revenues with customers: |
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| | Three Months Ended March 31, | | | | |
Customer | | 2014 | | 2013 | | | | |
Bodybuilding.com (related party – See Note 14) | | 15 | % | 33 | % | | | |
B | | 14 | % | 11 | % | | | |
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A loss of either of these customers could have a material adverse impact on the Company. |
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Discounts And Sales Allowances Policy [Policy Text Block] | ' |
Discounts and Sales Allowances |
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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 three months ended March 31, 2014 and 2013 were $6.5 million, or 11% of gross sales, and $2.4 million of 9% of gross sales, respectively. |
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Cost of Sales, Policy [Policy Text Block] | ' |
Cost of Sales |
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Cost of sales for MusclePharm and MusclePharm Canada represent costs directly related to the production, manufacturing and freight of the Company’s products purchased from third party manufacturers. For products produced by Biozone, cost of sales consists of costs for raw material, direct labor, freight expenses, and other supply and equipment rental expenses used to manufacture products. |
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Significant Vendors Policy [Policy Text Block] | ' |
Significant Vendors |
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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 the three months ended March 31, 2014, our primary manufacturer accounted for approximately 54% of our product purchases and the next largest manufacturer accounted for 44% of product purchases. For the three months ended March 31, 2013, our primary manufacturer accounted for 97% of our product purchases. |
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Shipping and Handling Cost, Policy [Policy Text Block] | ' |
Shipping and Handling |
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We ship customer orders from our distribution center in Franklin, Tennessee. 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. |
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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. |
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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. |
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Advertising Costs, Policy [Policy Text Block] | ' |
Advertising |
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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 within the calendar year 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. |
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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. |
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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. |
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Advertising expense for the three months ended March 31, 2014 and 2013, are as follows: |
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| | Three Months Ended March 31, | | |
| | 2014 | | 2013 | | |
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Advertising and promotion | | $ | 6,328,487 | | $ | 2,317,377 | | |
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Income Tax, Policy [Policy Text Block] | ' |
Income Taxes |
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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. |
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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 three months ended March 31, 2014 and 2013. |
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Earnings Per Share, Policy [Policy Text Block] | ' |
Earnings (Loss) Per Share |
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Basic net earnings (loss) per share is computed by dividing net income (loss) 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) for the period by the weighted average number of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. |
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The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding option and warrant contracts. For the three months ended March 31, 2013 the Company reflected net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been anti-dilutive for the period. Therefore, separate computation of diluted earnings (loss) per share is not presented for the three months ended March 31, 2013. |
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The Company has the following common stock equivalents as of March 31, 2014 and 2013, respectively: |
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| | As of March 31, | | | | |
| | 2014 | | 2013 | | | | |
Stock options (exercise price – $425/share) | | 472 | | 670 | | | | |
Warrants (exercise price – $4 - $1,275/share) | | 263,089 | | 687,839 | | | | |
Employee and director unvested shares | | 1,381,573 | | 86,275 | | | | |
Total common stock equivalents | | 1,645,134 | | 774,784 | | | | |
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The following is a reconciliation of the number of shares used in the calculation of basic and diluted earnings per share for the three months ended March 31, 2014 and 2013, respectively: |
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| | Three months ended | | |
| | March 31, | | |
| | 2014 | | 2013 | | |
Net income (loss) | | $ | 2,736,234 | | $ | -7,361,981 | | |
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Weighted average number of common shares outstanding | | | 10,307,350 | | | 4,128,679 | | |
Incremental shares from the assumed exercise of dilutive agreements | | | 1,644,573 | | | - | | |
Diluted common shares outstanding | | | 11,951,923 | | | 4,128,679 | | |
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Earnings (loss) per shares - basic | | $ | 0.27 | | $ | -1.78 | | |
Earnings (loss) per shares - diluted | | $ | 0.23 | | $ | -1.78 | | |
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Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' |
Foreign Currency |
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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. |
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Reclassification, Policy [Policy Text Block] | ' |
Reclassification |
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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. |
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New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements |
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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: |
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| ⋅ | 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 | | | | | | |
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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. The adoption of this pronouncement did not have a material impact on our consolidated financial statements. |
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