Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Mar. 07, 2016 | Jun. 30, 2015 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | MSLP | ||
Entity Registrant Name | MusclePharm Corp | ||
Entity Central Index Key | 1,415,684 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 13,933,785 | ||
Entity Public Float | $ 55,525,569 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash | $ 7,081 | $ 1,020 |
Accounts receivable, net of allowance for doubtful accounts of $347 and $159 as of December 31, 2015 and 2014 | 22,003 | 16,644 |
Inventory | 12,549 | 21,069 |
Prepaid giveaways | 307 | 1,228 |
Prepaid stock compensation, current | 1,641 | 4,476 |
Prepaid sponsorship and endorsement fees | 238 | |
Prepaid expenses and other current assets | 3,698 | 1,742 |
Total current assets | 47,279 | 46,417 |
Property and equipment, net | 6,693 | 7,805 |
Investments, long-term | 977 | |
Intangible assets, net | 8,652 | 7,074 |
Prepaid stock compensation, long-term | 4,952 | |
Other assets | 180 | 108 |
TOTAL ASSETS | 63,781 | 66,356 |
Current liabilities: | ||
Accounts payable | 39,652 | 27,761 |
Accrued liabilities | 12,526 | 7,023 |
Accrued restructuring charges, current | 9,140 | |
Line of credit | 3,000 | 8,000 |
Term loan | 2,949 | |
Other debt obligations | 21 | 46 |
Total current liabilities | 67,288 | 42,830 |
Convertible note with a related party, net of discount | 5,952 | |
Accrued restructuring charges, long-term | 279 | |
Other long-term liabilities | 330 | 146 |
Total liabilities | $ 73,849 | $ 42,976 |
Commitments and contingencies (Note 12) | ||
Stockholders' (deficit) equity: | ||
Common stock, par value of $0.001 per share; 100,000,000 shares authorized as of December 31, 2015 and 2014; 14,664,161 and 13,996,007 shares issued as of December 31, 2015 and 2014; 13,788,540 and 13,120,386 shares outstanding as of December 31, 2015 and 2014 | $ 14 | $ 14 |
Additional paid-in capital | 147,646 | 129,130 |
Treasury stock, at cost; 875,621 shares as of December 31, 2015 and 2014 | (10,039) | (10,039) |
Accumulated other comprehensive loss | (172) | (66) |
Accumulated deficit | (147,517) | (95,659) |
TOTAL STOCKHOLDERS' (DEFICIT) EQUITY | (10,068) | 23,380 |
TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY | $ 63,781 | $ 66,356 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 347 | $ 159 |
Common Stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 14,664,161 | 13,996,007 |
Common Stock, shares outstanding | 13,788,540 | 13,120,386 |
Treasury Stock, shares | 875,621,000 | 875,621,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Income Statement [Abstract] | ||||
Revenue, net | $ 166,858 | $ 177,389 | $ 110,878 | |
Cost of revenue | [1] | 109,927 | 121,379 | 77,686 |
Gross profit | 56,931 | 56,010 | 33,192 | |
Operating expenses: | ||||
Advertising and promotion | 26,985 | 28,053 | 15,535 | |
Salaries and benefits | 31,176 | 25,347 | 11,831 | |
Selling, general and administrative | 19,372 | 13,354 | 7,173 | |
Research and development | 4,251 | 3,997 | 1,119 | |
Professional fees | 6,801 | 4,635 | 11,831 | |
Restructuring and other charges | 18,293 | |||
Total operating expenses | 106,878 | 75,386 | 47,489 | |
Loss from operations | (49,947) | (19,376) | (14,297) | |
Other (expense) income, net | (1,806) | 5,577 | (3,306) | |
Loss before provision for income taxes | (51,753) | (13,799) | (17,603) | |
Provision for income taxes | 105 | 33 | 115 | |
Net loss | $ (51,858) | $ (13,832) | $ (17,718) | |
Net loss per share, basic and diluted | $ (3.81) | $ (1.25) | $ (2.46) | |
Weighted-average shares used to compute net loss per share, basic and diluted | 13,621,255 | 11,038,761 | 7,193,784 | |
[1] | Cost of revenue for the year ended December 31, 2015 included restructuring charges of $2,942, which is comprised of i) $2,592 related to write-down of inventory, and ii) $350 related to purchase commitment of discontinued inventories not yet received by the Company, which remains accrued at December 31, 2015. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Aug. 31, 2015 | Dec. 31, 2015 | |
Restructuring charges | $ 2,942 | |
Purchase Commitment [Member] | ||
Restructuring charges | 350 | |
Writedown of Inventory [Member] | ||
Restructuring charges | $ 2,592 | $ 2,592 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (51,858) | $ (13,832) | $ (17,718) |
Change in foreign currency translation adjustment | (106) | (52) | (6) |
Comprehensive loss | $ (51,964) | $ (13,884) | $ (17,724) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' (Deficit) Equity - USD ($) $ in Thousands | Total | Series B Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | $ (9,758) | $ 3 | $ 54,817 | $ (461) | $ (8) | $ (64,109) | ||
Balance (in shares) at Dec. 31, 2012 | 51 | 2,747,308 | ||||||
Issuance of preferred stock for cash | 12,001 | $ 2 | 11,999 | |||||
Issuance of preferred stock for cash (in shares) | 1,500,000 | |||||||
Issuance of common stock for: | ||||||||
Cash/third party services | 10,559 | $ 1 | 10,558 | |||||
Cash (in shares) | 1,191,332 | |||||||
Contract settlement | 256 | 256 | ||||||
Contract settlement (in shares) | 25,000 | |||||||
Retirement of Series B preferred Stock | (51) | |||||||
Cash/third party services | 10,559 | $ 1 | 10,558 | |||||
Treasury stock purchased | (1,037) | (1,037) | ||||||
Treasury stock purchased (in shares) | (138,825) | |||||||
Reduction of additional paid-in capital attributable to value of conversion options on Series D offering | (8,175) | (8,175) | ||||||
Stock issuance costs | (1,395) | (1,395) | ||||||
Stock-based compensation | 23,029 | $ 2 | 23,027 | |||||
Stock-based compensation (in shares) | 2,514,045 | |||||||
Reclassification of derivative liabilities to additional paid-in capital for conversion of Series D preferred stock | 11,824 | $ (2) | $ 3 | 11,823 | ||||
Reclassification of derivative liabilities to additional paid-in capital for conversion of Series D preferred stock (in shares) | (1,368,500) | 2,737,000 | ||||||
Reclassification of derivative liabilities to additional paid-in capital upon contract settlement | 155 | 155 | ||||||
Reclassification of derivative liabilities to additional paid-in capital upon contract settlement (in shares) | 13,630 | |||||||
Net loss | (17,718) | (17,718) | ||||||
Change in foreign currency translation adjustment | (6) | (6) | ||||||
Balance at Dec. 31, 2013 | 19,735 | $ 9 | 103,065 | (1,498) | (14) | (81,827) | ||
Balance (in shares) at Dec. 31, 2013 | 131,500 | 9,089,490 | ||||||
Issuance of common stock for: | ||||||||
Cash/third party services | 130 | 130 | ||||||
Conversion of preferred shares | 773 | 773 | ||||||
Conversion of preferred shares (In shares) | (131,500) | 263,000 | ||||||
BioZone acquisition\Stock issued in conjunction with MusclePharm apparel rights acquisition | 4,213 | $ 1 | 8,832 | (4,620) | ||||
BioZone acquisition (in shares)\Stock issued in conjunction with MusclePharm apparel rights acquisition (in shares) | 850,000 | |||||||
Cash/third party services | 130 | 130 | ||||||
Treasury stock purchased | (3,921) | (3,921) | ||||||
Treasury stock purchased (in shares) | (355,700) | |||||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements | 5,403 | $ 1 | 5,402 | |||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements (in shares) | 476,853 | |||||||
Stock-based compensation | 10,931 | $ 3 | 10,928 | |||||
Stock-based compensation (in shares) | 2,796,743 | |||||||
Reclassification of derivative liabilities to additional paid-in capital for conversion of Series D preferred stock (in shares) | 263,000 | |||||||
BioZone acquisition\Stock issued in conjunction with MusclePharm apparel rights acquisition | 4,213 | $ 1 | 8,832 | (4,620) | ||||
BioZone acquisition (in shares)\Stock issued in conjunction with MusclePharm apparel rights acquisition (in shares) | 850,000 | |||||||
Net loss | (13,832) | (13,832) | ||||||
Change in foreign currency translation adjustment | (52) | (52) | ||||||
Balance at Dec. 31, 2014 | $ 23,380 | $ 14 | 129,130 | (10,039) | (66) | (95,659) | ||
Balance (in shares) at Dec. 31, 2014 | 13,120,386 | 13,120,386 | ||||||
Stock-based compensation related to issuance of common stock warrants to third parties for services | $ 65 | 65 | ||||||
Issuance of common stock for: | ||||||||
BioZone acquisition\Stock issued in conjunction with MusclePharm apparel rights acquisition | $ 1,394 | 1,394 | ||||||
BioZone acquisition (in shares)\Stock issued in conjunction with MusclePharm apparel rights acquisition (in shares) | 170,000 | |||||||
Treasury stock purchased (in shares) | 0 | |||||||
Stock-based compensation | $ 15,082 | 15,082 | ||||||
Stock-based compensation (in shares) | 214,394 | |||||||
Stock issued in conjunction with product line expansion | 1,198 | $ 1,198 | 1,198 | |||||
Stock issued in conjunction with product line expansion (in shares) | 150,000 | |||||||
BioZone acquisition\Stock issued in conjunction with MusclePharm apparel rights acquisition | 1,394 | 1,394 | ||||||
BioZone acquisition (in shares)\Stock issued in conjunction with MusclePharm apparel rights acquisition (in shares) | 170,000 | |||||||
Net loss | (51,858) | (51,858) | ||||||
Stock issued in conjunction with attempted financing agreement | 325 | $ 325 | 325 | |||||
Stock issued in conjunction with attempted financing agreement (in shares) | 50,000 | |||||||
Stock issued in conjunction with non-employee consulting/endorsement agreement | 320 | $ 320 | 320 | |||||
Stock issued in conjunction with non-employee consulting/endorsement agreement (in shares) | 55,189 | |||||||
Stock-based compensation related to issuance of common stock to a related party for guaranty of debt | 80 | 80 | ||||||
Stock-based compensation related to issuance of common stock to a related party for guaranty of debt (in shares) | 28,571 | |||||||
Beneficial conversion feature related to convertible note | 52 | 52 | ||||||
Change in foreign currency translation adjustment | (106) | (106) | ||||||
Balance at Dec. 31, 2015 | $ (10,068) | $ 14 | $ 147,646 | $ (10,039) | $ (172) | $ (147,517) | ||
Balance (in shares) at Dec. 31, 2015 | 13,788,540 | 13,788,540 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | |||
Net loss | $ (51,858,000) | $ (13,832,000) | $ (17,718,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation of property and equipment | 1,760,000 | 1,285,000 | 709,000 |
Amortization of intangible assets | 1,055,000 | 698,000 | 0 |
Provision for doubtful accounts | 219,000 | 201,000 | 242,000 |
Non-cash restructuring and other charges | 9,494,000 | ||
Inventory write down related to corporate restructuring | 2,942,000 | ||
Amortization of prepaid stock compensation | 3,901,000 | 3,716,000 | 6,562,000 |
Amortization of prepaid sponsorship and endorsement fees | 6,255,000 | 5,802,000 | 4,011,000 |
Accretion of discount on purchased convertible notes | (15,000) | (1,409,000) | |
Amortization of debt discount and issuance costs | 118,000 | 8,000 | 335,000 |
Stock-based compensation | 12,705,000 | 10,931,000 | 3,075,000 |
Stock-based compensation related to issuance of common stock to a related party for guaranty of debt | 80,000 | ||
Stock-based compensation related to issuance of common stock warrants to third parties for services | 65,000 | 130,000 | |
Accretion of conversion option on debt security | 2,000 | ||
Bargain purchase gain and contingent asset gain on BioZone acquisition | (5,265,000) | ||
Gain on settlement of accounts payable | (31,000) | (574,000) | |
Loss on disposal of property and equipment | 16,000 | 11,000 | |
Derivative expense | 97,000 | ||
Change in fair value of derivative liabilities | (374,000) | 4,854,000 | |
Unrealized loss on derivative assets | 56,000 | ||
Realized gain on purchased convertible notes | (96,000) | (2,000) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (5,578,000) | (2,609,000) | (10,681,000) |
Inventory | 5,928,000 | (4,466,000) | (15,514,000) |
Prepaid giveaways | 921,000 | (50,000) | (819,000) |
Prepaid sponsorship and endorsement fees | (6,843,000) | (4,895,000) | (5,150,000) |
Prepaid expenses and other current assets | (2,185,000) | 2,000 | (405,000) |
Other assets | (72,000) | 36,000 | (19,000) |
Accounts payable | 14,221,000 | 1,329,000 | 20,105,000 |
Accrued liabilities | 5,399,000 | 3,628,000 | 2,275,000 |
Accrued restructuring charges | 7,299,000 | ||
Customer deposits | (266,000) | (70,000) | |
Other long-term liabilities | 54,000 | ||
Net cash provided by (used in) operating activities | 5,492,000 | (4,133,000) | (9,973,000) |
Cash flows from investing activities | |||
Purchase of property and equipment | (1,477,000) | (4,108,000) | (1,911,000) |
Purchase of convertible notes | (2,274,000) | ||
Sale proceeds from settlement of convertible notes | 490,000 | 2,250,000 | |
Change in restricted cash balance | 2,500,000 | (2,491,000) | |
Proceeds from disposal of property and equipment | 519,000 | 2,000 | 18,000 |
Repayments of notes receivable | 1,000,000 | ||
Purchase of MusclePharm apparel rights | (850,000) | ||
Purchase of trademarks | (262,000) | (484,000) | (114,000) |
Investment in contract manufacturer | (977,000) | ||
Net cash used in investing activities | (3,047,000) | (1,600,000) | (3,522,000) |
Cash flows from financing activities | |||
Proceeds from line of credit | 9,507,000 | 7,918,000 | 2,492,000 |
Payments on line of credit | (14,507,000) | (2,500,000) | |
Repayments of term loan | (1,051,000) | ||
Repurchase of common stock | (3,921,000) | (1,037,000) | |
Proceeds from issuance of term loan | 4,000,000 | ||
Issuance costs of term loan | (40,000) | ||
Proceeds from convertible note with a related party | 6,000,000 | ||
Repayments of other debt obligations | (25,000) | (17,000) | (4,405,000) |
Repayment of capital lease obligations | (162,000) | (87,000) | |
Proceeds from issuance of preferred stock, net of issuance cost | 11,304,000 | ||
Proceeds from issuance of common stock and warrants, net of issuance cost | 10,559,000 | ||
Net cash provided by financing activities | 3,722,000 | 1,393,000 | 18,913,000 |
Effect of exchange rate changes on cash | (106,000) | (52,000) | (6,000) |
Net increase (decrease) in cash | 6,061,000 | (4,392,000) | 5,412,000 |
Cash and cash equivalents, beginning of period | 1,020,000 | 5,412,000 | |
Cash and cash equivalents, end of period | 7,081,000 | 1,020,000 | 5,412,000 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 527,000 | 158,000 | 411,000 |
Cash paid for income taxes | 77,000 | 301,000 | 87,000 |
Supplemental disclosure of non-cash investing and financing activities | |||
Stock issued for future services - third parties | 5,403,000 | 14,514,000 | |
Stock issued to settle accounts payable, accrued liabilities and contracts | 5,544,000 | ||
Derivative liability on Series D offering | 8,175,000 | ||
Conversion of purchased convertible notes | 1,000,000 | ||
Common stock issued for board member compensation | 115,000 | 152,000 | |
Reclassification of derivative liability to additional paid-in capital and warrant settlements | 773,000 | 11,979,000 | |
Capital leases | 471,000 | 148,000 | $ 84,000 |
Purchase of property and equipment included in accounts payable and accrued liabilities | 48,000 | 375,000 | |
Trademark registration included in accounts payable and accrued liabilities | 153,000 | ||
Beneficial conversion feature related to convertible note | 52,000 | ||
Writedown of Inventory [Member] | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Inventory write down related to corporate restructuring | 2,592,000 | ||
Muscle Pharm Apparel [Member] | |||
Supplemental disclosure of non-cash investing and financing activities | |||
Stock issued in conjunction with acquisition | $ 1,394,000 | ||
Biozone Asset Acquisition [Member] | |||
Supplemental disclosure of non-cash investing and financing activities | |||
Stock issued in conjunction with acquisition | $ 8,833,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1: Description of Business and Basis of Presentation Description of Business MusclePharm Corporation, or the Company, was incorporated in Nevada in 2006. The Company is a scientifically driven, performance lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. The Company is headquartered in Denver, Colorado and has the following wholly-owned operating subsidiaries: MusclePharm Canada Enterprises Corp (“MusclePharm Canada”), BioZone Laboratories, Inc. (“BioZone Labs”), MusclePharm Ireland Limited (“MusclePharm Ireland”) and MusclePharm Australia Pty Limited (“MusclePharm Australia”). On August 24, 2015, the Board of Directors approved a restructuring plan for the Company. The approved restructuring plan was designed to reduce costs and to better align the Company’s resources for profitable growth. Specifically, during the quarters ended September 30, 2015 and December 31, 2015, the restructuring plan resulted in: 1) a reduction in the Company’s workforce; 2) the Company abandoning certain leased facilities; 3) the Company renegotiating or terminating a number of contracts with endorsers in a strategic shift away from such arrangements and towards more grass-roots marketing and advertising efforts; 4) the Company discontinuing a number of SKU’s and writing down inventory to estimated sales price; and 5) writing off certain assets. Management is continuing to execute on the approved restructuring plan, and as such, additional restructuring charges may be necessary. See Note 10 to the consolidated financial statements for further detail. Management’s Plans with Respect to Liquidity and Capital Resources The Company’s management believes the recently implemented restructuring, reduction in on-going operating costs and expense controls and the planned asset sale of BioZone Labs will create opportunities for the Company to be profitable. However, the Company may need to continue to raise capital. There can be no assurance that such capital will be available on acceptable terms or at all. As of December 31, 2015, the Company had an accumulated deficit of $147.5 million and recurring losses from operations. The Company anticipates incurring additional losses until such time it can generate significant revenues and/or reduce operating costs. In September 2014, the Company borrowed $8.0 million under a line of credit. In February 2015, the Company entered into a term loan agreement and borrowed $4.0 million. In December 2015, the Company received an additional $6.0 million upon the issuance of a convertible note with a related party. As of December 31, 2015, the Company had approximately $7.1 million in cash and $20.0 million in working capital deficit. The accompanying consolidated financial statements for the year ended December 31, 2015 were prepared on the basis of a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be required to liquidate its assets. The Company has not established an ongoing source of revenue sufficient to cover its operating costs for at least the next 12 months and allow it to continue as a going concern. The ability of the Company to meet its total liabilities of $73.8 million at December 31, 2015, and to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. If the Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its commercial activities. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of these uncertainties. 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”). Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. Acquisitions are included in the consolidated financial statements from the date of the acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory, the assessment of useful lives and recoverability of long-lived assets, likelihood and range of possible losses on contingencies, valuations of equity securities and intangible assets, fair value of derivatives, warrants and options, among others. Actual results could differ from those estimates. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers are those which represent more than 10% of the Company’s net revenue for each period presented, or the Company’s net accounts receivable balance as of each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows: Revenue, Net Accounts Receivable, Net Year Ended December 31, As of December 31, Customers 2015 2014 2013 2015 2014 Costco 20 % 15 % * 18 % 22 % Bodybuilding.com 10 % 14 % 25 % * 11 % GNC 11 % * * 10 % * Europa * * 10 % 11 % * * Represents less than 10% of revenue, net or accounts receivable, net. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled product due to defective manufacturing. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2015, 2014 and 2013: Year Ended December 31, Vendor 2015 2014 2013 Capstone Nutrition 59 % 44 % 67 % Nutra Blend 25 % 50 % 32 % Bakery Barn 11 % * NA * Represents less than 10% of purchases. Risk and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2015 and 2014, the Company had no cash equivalents and all cash amounts consisted of cash on deposit. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of selling, general and administrative expenses in the consolidated statements of operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts and an accrual is made for discounts earned but not yet utilized at each period end. The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2015 and 2014 (in thousands): As of December 31, 2015 2014 Accounts receivable $ 26,057 $ 18,665 Less: allowance for discounts (3,707 ) (1,862 ) Less: allowance for doubtful accounts (347 ) (159 ) Accounts receivable, net $ 22,003 $ 16,644 The allowance for discount for the years ended December 31, 2015, 2014 and 2013 consisted of the following activity (in thousands): Year Ended December 31, 2015 2014 2013 Allowance for discount, beginning balance $ 1,862 $ 1,060 $ 1,089 Charges against revenues 29,525 28,200 17,441 Utilization of sales return reserve (27,680 ) (27,398 ) (17,470 ) Allowance for discount, ending balance $ 3,707 $ 1,862 $ 1,060 The allowance for doubtful accounts for the years ended December 31, 2015, 2014 and 2013 consisted of the following activity (in thousands): Year Ended December 31, 2015 2014 2013 Allowance for doubtful accounts, beginning balance $ 159 $ 29 $ 25 Charges to costs and expenses 219 201 242 Recoveries — — 1 Deductions (write-offs) (27 ) (70 ) (239 ) Foreign currency translation adjustment (4 ) (1 ) — Allowance for doubtful accounts, ending balance $ 347 $ 159 $ 29 Purchased Convertible Notes & Issuer Warrants The Company purchased convertible notes from unrelated public companies that it classified as trading securities which were carried at fair value with changes recognized through net loss. These purchased notes included warrants to purchase shares of the issuer’s common stock which were recorded as discounts against the carrying value of the related Notes based on their fair values upon issuance. See Notes 3 and 6 for further discussion of the Company’s purchased convertible notes and issuer warrants. Inventory MusclePharm products have historically been produced through third party manufacturers, and the cost of product inventory is recorded using actual cost on a first-in, first-out basis. BioZone products are manufactured in the Company’s production facilities in Pittsburg, CA, and the cost of inventory is recorded using a weighted average cost basis. Inventory is valued at the lower of cost or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, and estimates are made for obsolescence, excess or slow-moving inventories, non-conforming inventories and expired inventory. These estimates are based on management’s assessment of current future product demand, production plan, and market conditions. Prepaid Giveaways Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. Costs related to promotional giveaways are expensed as a component of advertising and promotion expenses in the consolidated statements of operations when the product is either given away at a promotional event or shipped to the customer. Prepaid Stock Compensation Prepaid stock compensation represents amounts paid with restricted stock awards for future contractual benefits to be received. The fair value of these restricted stock awards are recorded to prepaid stock compensation and additional paid-in capital, upon issuance of the shares, and then amortized to the consolidated statements of operations over the life of the contracts using the straight-line method. During the year ended December 31, 2015, in association with the restructuring, the Company wrote down $5.4 million of prepaid stock compensation related to terminated endorsement agreements. 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 have resulted 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 performance period(s) 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. During the year ended December 31, 2015, in connection with the restructuring, the Company wrote down $826,000 of prepaid sponsorship and endorsement fees related to terminated sponsorship agreements. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, print advertising, insurance and service contracts requiring up-front payments. During the year ended December 31, 2015, in connection with the restructuring, the Company wrote down $155,000 of prepaid expense related to abandoned arrangements with certain vendors. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed and the resulting gains or losses are recorded in the statements of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 - 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Manufacturing and lab equipment 3 - 5 years Vehicles 3 - 5 years Displays 5 years Website 3 years Intangible Assets Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and costs incurred in obtaining certain trademarks are capitalized, and are amortized over their related useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of selling, general and administrative expenses in the consolidated statements of operations. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Based upon management’s analysis, the Company did not recognize any impairment charges on its long-lived assets during the years ended December 31, 2015, 2014 and 2013. Issuance Costs and Debt Discount The Company recognizes issuance costs related to the issuance of certain debt and equity instruments. Depending on the nature of the instrument, these costs are either carried as an asset on the balance sheet or recorded as a discount to the related debt or equity issuance. These costs are either amortized using the effective interest method over the life of the debt to interest expense, or not amortized if related to an equity issuance. If a conversion of the underlying debt occurs, a proportionate share of the unamortized cost or discount is immediately expensed. Derivative Liabilities Fair value accounting requires bifurcation of embedded derivative instruments, such as warrants or conversion features in equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses Black-Scholes valuation model. Derivatives are adjusted to reflect estimated fair value at the end of each reporting period with any increase or decrease in the estimated fair value being recorded in other income (expense), net in the consolidated statements of operations. Once a derivative liability ceases to exist, any remaining estimated fair value is reclassified to additional paid-in capital if redeemed. Revenue Recognition Revenue is recognized when all of the following criteria are met: • Persuasive evidence of an arrangement exists. • Delivery has occurred. • The fee is fixed or determinable. • Collection is reasonably assured. The Company’s standard terms and conditions of sale do not allow for product returns. However, the Company grants an informal right of return to its customers. Estimates of expected future product returns are recognized at the time of sale based on analyses of historical return trends by customer type. Upon recognition, the Company reduces revenue and cost of revenue for the estimated return. Return rates can fluctuate over time, but are sufficiently predictable with established customers to allow the Company to estimate expected future product returns, and an accrual is recorded for future expected returns when the related revenue is recognized. Product returns incurred from established customers during the years ended December 31, 2015, 2014 and 2013 were insignificant. The Company offers sales incentives through various programs, consisting primarily of advertising related credits, volume incentive rebates and sales incentive reserves. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. Volume incentive rebates are provided to certain customers based on contractually agreed upon percentages once certain thresholds have been met. Sales incentive reserves are computed based on historical trending and budgeted discount percentages, which are typically based on historical discount rates with adjustments for any known changes, such as future promotions or one-time historical promotions that will not repeat for each customer. The Company records sales incentive reserves and volume rebate reserves as a reduction to revenue. During the years ended December 31, 2015, 2014 and 2013, the Company recorded discounts, and to a lesser degree, sales returns, totaling $29.5 million, $28.2 million and $17.4 million, which accounted for 15%, 14% and 14% of gross revenue in each period. Cost of Revenue Cost of revenue for MusclePharm, MusclePharm Canada and MusclePharm Ireland represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from third party manufacturers. The Company ships customer orders from multiple locations. The facilities are operated with the Company’s equipment and employees, and inventory is owned by the Company. The Company also utilizes contract manufacturers to drop ship product directly to customers. Cost of revenue for products produced by Biozone Labs consist of raw material, direct labor, freight-in, supplies and equipment rental expenses. The Company primarily ships customer orders from its distribution center in Pittsburg, California. Advertising and Promotion Advertising and promotion expenses include digital and print advertising, trade show events, athletic endorsements and sponsorships, and promotional giveaways, and are expensed as incurred. For major trade shows, the expenses are recognized within a calendar year over the period in which the Company recognizes revenue associated with sales generated at the trade show. 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 if and when the endorser achieves the specific achievement. Share-Based Payments Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the awards’ grant date, based on estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the fair value of the share-based payments whichever is more readily determinable. The fair value of restricted stock awards are based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model but have been insignificant during the periods included herein. Foreign Currency The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada and MusclePharm Ireland, is the local currency. The assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded to a separate component of accumulated other comprehensive income (loss) within stockholders’ equity. Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in other income (expense), net in the accompanying consolidated statements of operations. Comprehensive Income (Loss) Comprehensive income (loss) is composed of two components: net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ equity, but are excluded from the Company’s net income (loss). The Company’s other comprehensive income (loss) is made up of foreign currency translation adjustments for all periods presented. Segments Management has determined that it currently operates in one segment. The Company’s chief operating decision maker reviews financial information on a consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. 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 consolidated 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. 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, 2015, 2014 and 2013. Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) Leases, 2016-02. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30) — Simplifying the Presentation of Debt Issuance Costs Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Revenue Recognition- Construction-Type and Production-Type Contracts Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 3: Fair Value of Financial Instruments GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using a estimated fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: • Level 1 — Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities. • Level 2 — Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. • Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Management believes the fair value of the line-of-credit and term loan approximates carrying value because the debt carries market rates of interest. The Company’s remaining financial instruments consisted primarily of accounts receivable, accounts payable, accrued liabilities, and accrued restructuring charges, all of which are short-term in nature with fair values approximating carrying value. As of December 31, 2015 and 2014, the Company held no assets or liabilities that required remeasurement at fair value on a recurring basis. As of December 31, 2015 and 2014 the Company did not have any outstanding purchased convertible notes or related warrants. The following table summarizes the activity of the Company’s purchased convertible notes and related warrants during the years ended December 31, 2014 and 2013 (in thousands): BioZone BioZone Fuse Fuse Total Balance – December 31, 2012 $ — $ — $ — $ — $ — Fair value of purchased convertible notes on purchase date 1,955 1,248 275 175 3,653 Premium on purchase date 45 — — — 45 Discount for value of issuer warrants and conversion option (1,248 ) — (176 ) — (1,424 ) Accretion of discount 1,248 — 161 — 1,409 Conversion of principal (1,000 ) — — — (1,000 ) Repayments received (1,000 ) — — — (1,000 ) Sale of instruments — (1,250 ) — — (1,250 ) Realized gain on sale — 2 — — 2 Unrealized loss — — — (56 ) (56 ) Balance – December 31, 2013 $ — $ — $ 260 $ 119 $ 379 Accretion of discount — — 15 — 15 Repayments received — — (275 ) — (275 ) Sale of instruments — — — (215 ) (215 ) Realized gain on sale — — — 96 96 Balance – December 31, 2014 $ — $ — $ — $ — $ — As of December 31, 2015 and 2014, the Company did not have any outstanding derivative liabilities. The following table summarizes the activity of the Company’s financial liabilities marked to market during the years ended December 31, 2014 and 2013 (in thousands): Balance – December 31, 2012 $ — Fair value at the commitment date for equity instruments 8,175 Fair value at the commitment date for warrants issued 97 Fair value mark to market adjustment for equity instruments 4,796 Fair value mark to market adjustment for warrants 58 Conversion instruments exercised or settled (11,979 ) Balance – December 31, 2013 1,147 Fair value mark to market adjustment for equity instruments and warrants (374 ) Conversion instruments exercised (773 ) Balance – December 31, 2014 $ — |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Acquisition | Note 4: Acquisition On January 2, 2014, the Company closed the transactions contemplated in the asset purchase agreement dated November 12, 2013 with BioZone Pharmaceuticals, Inc. (“BioZone”) (OTC: BZNE) 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 (excluding certain assets including cash on hand), for $7.1 million in MusclePharm common stock, net of an embedded derivative to repurchase common stock of $444,000 and a net contingent asset of $1.5 million. The purchase price under the asset purchase agreement was 1,200,000 shares of the Company’s common stock of which 600,000 shares were issued to the seller and 600,000 shares were placed in escrow for a period of nine months to cover indemnification obligations. These 600,000 escrowed shares were also subject to repurchase from the escrow for $10.00 per share in cash which was accounted for as an embedded derivative. The initial 600,000 were issued to the seller upon closing and were subject to a lockup agreement which permits private sales (subject to the lockup and certain leak out provisions). As of December 31, 2014, the Company completed the final fair value analysis of all assets and liabilities acquired. In October 2014, the Company sent a notice of claim to the seller and escrow agent for the shares being held in escrow. In October 2014, the Company received 350,000 shares from the escrow agent to settle the claim. Additionally, in October 2014, the Company exercised the repurchase option and acquired 250,000 shares of its common stock for $2.5 million. The total of these 600,000 shares are held in treasury stock as of December 31, 2014. In conjunction with the fair value analysis, the Company recognized a bargain purchase gain of $3.7 million, as the fair value of assets and liabilities acquired exceeded the total amount of consideration as BioZone was experiencing a distressed financial situation. After the return of shares held in escrow, the Company also recognized a $1.6 million gain as reimbursement of expenses and settlement of a contingent asset and liability related to one of the leased buildings that BioZone operates. The bargain purchase gain and contingent asset gain are included as a component of other income (expense), net in the consolidated statements of operations. The BioZone asset purchase is considered an acquisition of a business and was accounted for in accordance with accounting guidance for business combinations. The fair value of all identifiable tangible and intangible assets purchased in the acquisition was determined by the Company’s management. The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Net Tangible Assets Current assets $ 3,183 Property and equipment 1,859 Liabilities assumed (1,379 ) Total net tangible assets acquired 3,663 Identified Intangible Assets Customer relationships 3,130 Technology 2,158 Brand 1,776 Non-compete agreements 69 Total identified intangible assets acquired 7,133 Bargain purchase gain (3,686 ) Total purchase price allocation $ 7,110 Supplemental Pro Forma Information for BioZone Acquisition The consolidated statements of operations include the results of operations from BioZone since the acquisition date of January 2, 2014. The Company has determined that there were no significant transactions on January 1, 2014 and has therefore not presented the pro forma effects of the acquisition for the year ended December 31, 2014. Supplemental information on a pro forma basis is presented below for the BioZone acquisition as if the acquisition had occurred on January 1, 2013 (in thousands): Year Ended (Unaudited) Pro forma revenue, net $ 119,120 Pro forma loss from operations (19,031 ) Pro forma net loss $ (22,576 ) The unaudited pro forma financial information combines the results of operations as if the BioZone acquisition had occurred as of January 1, 2013. The pro forma results include the acquisition accounting effects resulting from the acquisition such as the amortization charges from acquired intangible assets and acquisition-related transaction costs. The pro forma information presented does not purport to present what the actual results would have been had the acquisitions actually occurred on January 1, 2013, nor is the information intended to project results for any future period. |
Capstone Nutrition Agreements
Capstone Nutrition Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Capstone Nutrition Agreements | Note 5: Capstone Nutrition Agreements The Company entered into a series of agreements with Capstone Nutrition (“Capstone”) effective March 2, 2015, including an amendment (the “Amendment”) to a Manufacturing Agreement dated November 27, 2013 (the “Manufacturing Agreement”). Pursuant to the Amendment, Capstone shall be the Company’s nonexclusive manufacturer of dietary supplements and food products sold or intended to be sold by the Company. The Amendment includes various agreements including amended pricing terms. The initial term ends January 1, 2022, and may be extended for three successive twenty-four month terms and includes renewal options. The Company agreed to pay to Capstone a non-refundable sum of $2.5 million to be used by Capstone solely in connection with the expansion of its facility necessary to fulfill anticipated Company requirements under the Manufacturing Agreement and Amendment. The Company has paid Capstone $2.5 million as of December 31, 2015. The Company and Capstone entered into a Class B Common Stock Warrant Purchase Agreement (“Warrant Agreement”) whereby the Company may purchase approximately 19.9% of Capstone’s parent company, INI Parent, Inc. (“INI”), on a fully-diluted basis as of March 2, 2015. Pursuant to the Warrant Agreement, INI issued to the Company a warrant (the “Warrant”) to purchase shares of INI’s Class B common stock, par value $0.001 per share at an exercise price of $0.01 per share (the “Warrant Shares”). The warrant may be exercised if the Company is in compliance with the terms and conditions of the Amendment. The Company utilized the Black-Scholes valuation model to determine the value of the warrants and recorded an asset of $977,000, which was accounted for under the cost method and assessed for impairment. The warrant is included in the caption long-term investments within the consolidated balance sheet as of December 31, 2015. The Company also recorded $1.5 million of prepaid expenses and other assets on the consolidated balance sheet as of December 31, 2015, which is being amortized over the remaining life of the Manufacturing Agreement of 6.5 years. The Company and INI also entered into an option agreement (the “Option Agreement”). Subject to additional provisions and conditions set forth in the Option Agreement, at any time on or prior to June 30, 2016, the Company shall have the right to purchase for cash all of the remaining outstanding shares of INI’s common stock not already owned by the Company after giving effect to the exercise of the Warrant, based on an aggregate enterprise value, equal to $200 million. The fair value of the option was deemed de minimus as of the transaction date. The Company is engaged in a dispute with Capstone concerning amounts allegedly owed under the Manufacturing Agreement. Capstone claims that it is owed approximately $22.0 million of outstanding accounts payable. The Company claims that Capstone owes the Company at least $13.5 million in losses caused by, among other things, Capstone’s failure to timely manufacture and supply the Company’s products. On February 12, 2016, Capstone commenced a mediation with the American Arbitration Association. As of the date of this report, the mediation has not yet been scheduled. |
Purchased Convertible Notes and
Purchased Convertible Notes and Issuer Warrants | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Purchased Convertible Notes and Issuer Warrants | Note 6: Purchased Convertible Notes and Issuer Warrants BioZone Convertible Note In August 2013, the Company purchased, for an aggregate purchase price of $2.0 million, a secured convertible promissory note from BioZone Pharmaceuticals, Inc. (“BioZone”) (OTC: BZNE) that matured one year from the date of issuance. The BioZone note bore interest at a rate of 10% per annum, was 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 contained warrants and certain put and call features discussed further below. The Company’s ability to convert the note into BioZone common stock was only restricted by a beneficial ownership limitation of 4.99% of the number of the common stock outstanding after giving effect to common stock issuable upon conversion. In conjunction with the issuance of the BioZone convertible note, the Company received warrants to purchase up to 10,000,000 shares of BioZone common stock with an exercise price of $0.40 per share and an expiration date 10 years from issuance. The Company’s ability to exercise the warrant is limited by a beneficial ownership limitation of 4.99% of the number of the BioZone common shares outstanding after giving effect to the exercise of the warrant. The fair value of the warrants was determined to be $1.2 million upon issuance which was recorded as a discount to the carrying value of the BioZone convertible note. In addition, a change of control put option was identified but not recorded as a derivative because the value was determined to be de minimis. The BioZone notes were also purchased at a premium of $45,000. The Company classified the BioZone note as a Level 2 available-for-sale security, however it was only outstanding for two months during the year ended December 31, 2013. In addition, the Company engaged an independent third party firm to determine the fair value the note, warrants and embedded conversion features upon issuance and changes in fair value of the note were included as a component of other comprehensive income (loss) until the note was settled in October 2013 because the notes were considered to be available-for-sale. The $45,000 premium was netted against a discount of $1.2 million attributable to the BioZone warrants and was accreted to interest income over the stated maturity of the note. In addition, the Company classified the BioZone warrant as a Level 2 fair value measurement and the fair value of the warrant was determined using a binomial lattice pricing model assuming an exercise price of $0.40 per share, contractual term of 10 years and a volatility of 70% upon issuance. In October 2013, the Company converted the BioZone note as follows: principal in the amount of $1.0 million converted into 5,000,000 shares of BioZone’s common stock and principal of $1.0 million and accrued interest of $33,000 was repaid in cash to satisfy the remaining debt. All remaining amounts related to the note discount were recognized as interest income and the changes in fair value were recorded in net income (loss). All amounts carried in other comprehensive income (loss) related to this note were reclassified to net income (loss) upon its conversion and repayment. The Company recognized a total loss on the extinguishment of the BioZone note of $14,000. In November 2013, the Company entered into a sale agreement with several accredited investors to sell the BioZone warrants for an aggregate purchase price of $1.3 million. Accordingly, as of December 31, 2013, the BioZone notes and warrants were no longer owned. Fuse Convertible Note In November 2013, the Company purchased, for an aggregate purchase price of $200,000, a senior secured convertible promissory note from Fuse Science Inc. (“Fuse”) (OTC: DROP) that matured 90 days from the date of issuance. The Fuse note bore interest at a rate of 10% per annum, was 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, and contained warrants and certain conversion features discussed further below. The Company’s ability to convert the note into Fuse common stock was only restricted by a beneficial ownership limitation of 9.99% of the number of the common stock outstanding after giving effect to common stock issuable upon conversion. In December 2013, the Company amended the Fuse note in order to purchase an additional $75,000 under the original terms of the note. In conjunction with the issuance of the Fuse note, the Company received warrants to purchase up to 9,165,750 shares of Fuse common stock with an exercise price of $0.065 per share and an expiration dates of five years from the date of issuance. The fair value of the warrants was determined to be $175,000 upon issuance which was recorded as a discount to the carrying value of the Fuse convertible note. The conversion feature was determined to have a fair value of $2,000 upon issuance of the Fuse note. The Company classified the Fuse note as a Level 2 trading security and used a Black-Scholes model to determine the fair value of the conversion option and warrants. Changes in the fair value of the Fuse note were included within other income (expense), net on the consolidated statements of operations. As of December 31, 2013, only discounts in the amount of $10,000 had not been fully accreted. In January 2014, the Company renewed the $275,000 Fuse note providing for a new maturity date of January 3, 2019 and to update the conversion rate of the Fuse note to $0.02 per share, or convertible into 13,750,000 shares of Fuse common stock. In addition, the Company recognized the conversion option of the convertible note as a derivative instrument with a fair value of $207,000, which was recorded as a discount against the note. In April 2014, the Company entered into a security purchase agreement and sold the Fuse convertible note and warrants for an aggregate purchase price of $215,000. |
Balance Sheet Components
Balance Sheet Components | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 7: Balance Sheet Components Inventory On July 1, 2013, the Company terminated a Distribution Agreement dated November 17, 2010 with one of its key product manufacturers in which the manufacturer received and fulfilled customer sales orders for a majority of the Company’s products. In connection with the termination of the agreement, the Company purchased an aggregate $4.7 million of product inventory, and took over control of customer order fulfillment through the warehouse located at Franklin, Tennessee. In August 2014, the Company opened a second distribution center in Pittsburg, California. In July 2015, the Company moved the warehouse in Franklin, Tennessee to Spring Hill, Tennessee. Inventory consisted of the following as of December 31, 2015 and 2014 (in thousands): As of December 31, 2015 2014 Raw materials $ 1,385 $ 1,169 Work-in-process 22 101 Finished goods 11,142 19,799 Inventory $ 12,549 $ 21,069 The Company writes down inventory 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 write-off purposes. Historically, the Company has had minimal returns with established customers. Other than write-down of inventory during restructuring activities, the Company incurred insignificant inventory write-offs during the years ended December 31, 2015 and 2014. As disclosed further in Note 10, the Company executed a restructuring plan in August 2015 and recorded a write-down of inventory related to discontinued products of $2.6 million, which was included in cost of revenue in the consolidated statement of operations. Inventory write downs are included as a component of cost of revenue in the accompanying consolidated statements of operations. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Property and Equipment Property and equipment consisted of the following as of December 31, 2015 and 2014 (in thousands): As of December 31, 2015 2014 Furniture, fixtures and equipment $ 3,621 $ 4,041 Leasehold improvements 3,227 2,298 Manufacturing and lab equipment 1,659 1,388 Vehicles 1,146 470 Displays 483 488 Website 463 241 Construction in process 54 1,511 Property and equipment, gross 10,653 10,437 Less: accumulated depreciation and amortization (3,960 ) (2,632 ) Property and equipment, net $ 6,693 $ 7,805 Depreciation and amortization expense related to property and equipment was $1.8 million, $1.3 million and $709,000 for the years ended December 31, 2015, 2014 and 2013, which is included in the selling, general, and administrative in the consolidated statements of operations. As disclosed further in Note 10, the Company executed a restructuring plan in August 2015 and wrote-off certain long-lived assets, primarily leasehold improvements, related to the abandonment of certain leased facilities. The write-off of long-lived assets of $406,000 is included as a component of restructuring and other charges in the accompanying consolidated statements of operations for the year ended December 31, 2015. Intangible Assets Intangible assets consist of the following (in thousands) and include the BioZone asset acquisition and MusclePharm’s apparel rights reacquired from Worldwide Apparel disclosed further in Note 15: As of December 31, 2015 Gross Accumulated Amortization Net Carrying Weighted Average Useful Lives (years) Amortized intangible assets Customer relationships $ 3,130 $ (417 ) $ 2,713 15.0 Non-compete agreements 69 (69 ) — 2.0 Patents 2,158 (540 ) 1,618 8.0 Trademarks 933 (133 ) 800 6.7 Brand 4,020 (522 ) 3,498 10.5 Domain name 54 (31 ) 23 5.0 Total intangible assets $ 10,364 $ (1,712 ) $ 8,652 As of December 31, 2014 Gross Accumulated Amortization Net Carrying Weighted Average Useful Lives (years) Amortized intangible assets Customer relationships $ 3,130 $ (209 ) $ 2,921 15.0 Non-compete agreements 69 (35 ) 34 2.0 Patents 2,211 (293 ) 1,918 7.9 Trademarks 518 (20 ) 498 4.5 Brand 1,776 (118 ) 1,658 15.0 Domain name 68 (23 ) 45 5.0 Total intangible assets $ 7,772 $ (698 ) $ 7,074 Intangible amortization expense for the years ended December 31, 2015, 2014 and 2013 was $1.1 million, $698,000, and nil. In conjunction with the final valuation of the assets purchased from BioZone (see Note 4), the Company recognized a cumulative adjustment to amortization of intangible assets included in operating expenses on the consolidated statement of operations that resulted in a reduction of amortization expense of $430,000 for the year ended December 31, 2014. As of December 31, 2015, the estimated future amortization expense of intangible assets is as follows (in thousands): Year Ending December 31, 2016 $ 1,080 2017 1,071 2018 1,063 2019 1,061 2020 1,032 Thereafter 3,345 Total amortization expense $ 8,652 |
Other (Expense) Income, Net
Other (Expense) Income, Net | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
Other (Expense) Income, Net | Note 8: Other (Expense) Income, Net During the years ended December 31, 2015, 2014 and 2013, other (expense) income, net consists of the following (in thousands): Year Ended December 31, 2015 2014 2013 Other (expense) income, net Interest income $ — $ 223 $ 1,442 Interest expense (779 ) (201 ) (783 ) Derivative expense — — (97 ) Change in fair value of derivative liabilities — 374 (4,854 ) Gain on settlement of accounts payable and debt — 31 574 Gain (loss) on purchased convertible notes — (386 ) 445 Bargain purchase gain and contingent asset gain on BioZone acquisition — 5,265 — Foreign currency transaction gain (loss) (1,047 ) 19 (31 ) Other 20 252 (2 ) Total other (expense) income, net $ (1,806 ) $ 5,577 $ (3,306 ) |
Debt
Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | Note 9: Debt As of December 31, 2015 and 2014, the Company’s debt consisted of the following (in thousands): As of December 31, 2015 2014 Revolving line of credit $ 3,000 $ 8,000 Term loan 2,949 — Convertible note 5,952 — Other 21 46 Total debt 11,922 8,046 Less: current portion (5,970 ) (8,046 ) Long term debt $ 5,952 $ — In September 2014, the Company entered into a line of credit facility ANB Bank for up to $8.0 million of borrowings. The line of credit originally renewed annually, matured in September 2017, and accrued interest at the prime rate plus 2%. The line of credit was secured by our inventory, accounts receivable, intangible assets and equipment. As of December 31, 2015, the outstanding borrowings under the line of credit were $3.0 million. The Company was not in compliance with certain financial covenants under the line of credit as of December 31, 2015, which limited further borrowings. In February 2015, the Company entered into a $4.0 million term loan agreement with ANB Bank. The term loan carried a fixed interest rate of 5.25% per annum, was repayable in 36 equal monthly installments of principal and interest, and originally matured in February 2018. The term loan contained various events of default, including cross default provisions related to the line of credit, which could have required repayments of the term loan. The Company was not in compliance with certain financial covenants under the term loan as of December 31, 2015, and received various waivers from the lender during the period. As of December 31, 2015, the outstanding borrowings under the term loan were $2.9 million. On October 9, 2015, the Company entered into loan modification agreements with ANB Bank under the line of credit and term loan to: (i) change the maturity date of the loans to January 15, 2016, (ii) prohibit the loans to be declared in default prior to December 10, 2015, except for defaults resulting from failure to make timely payments, and (iii) delete certain financial covenants from the line of credit. In consideration for these modifications, Ryan Drexler, Interim Chief Executive Officer, President and Chairman, and a family member provided their individual guaranty for the remaining balance of the term loan and line of credit of $6.2 million. In consideration for executing his guaranty, the Company issued Ryan Drexler of Directors 28,571 shares of the Company’s common stock with a grant date fair value of $80,000 (based upon the closing price of common stock on the date of issuance). In December, 2015, the Company entered into a convertible secured promissory note agreement with Ryan Drexler, Interim Chief Executive Officer, President and Chairman, under which he lended us $6.0 million. Proceeds from the note were used to fund working capital requirements. The convertible note is secured by all assets and properties of the Company and its subsidiaries whether tangible or intangible. The convertible note carries an interest at 8% per annum, or 10% in the event of default. Both the principal and the interest under the convertible note are due in January 2017, unless converted earlier. The holder can convert the outstanding principal and accrued interest into shares of common stock for $2.30 per share at any time. The Company may prepay the convertible note at the aggregate principal amount therein plus accrued interest by giving the holder between 15 and 60 day-notice, depending upon the specific circumstances, provided that the holder may convert the note during the notice period. The Company recorded the convertible note of $6.0 million as a liability in the balance sheet and also recorded a beneficial conversion feature of $52,000 as a debt discount upon issuance of the convertible note, which is being amortized over the term of the convertible debt using the effective interest method. The beneficial conversion feature was calculated based on the difference between the fair value of common stock and the effective conversion price of the convertible note. As of December 31, 2015, the convertible note had an outstanding principal balance of $6.0 million. Other Other debt primarily consists of debt in default as of December 31, 2015 and 2014 and is included as a component of short-term debt. Debt in default is related to convertible debt issued during the year ended December 31, 2012 and prior where the convertible debt was never converted to common stock or principal repaid. The Company is in the process of contacting the remaining debt holders and negotiating settlement of the debt. |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 10: Restructuring As part of an effort to better focus and align the Company’s resources toward profitable growth, on August 24, 2015, the Board of Directors authorized the Company to undertake steps to commence a restructuring of the business and operations, which continued during the fourth quarter. The Company closed certain facilities, reduced headcount, discontinued products, and renegotiated certain contracts resulting in a restructuring and other charges of $21.2 million, of which $2.9 million was included in cost of revenue and $18.3 million was included in operating expenses in the accompanying consolidated statements of operations. For the year ended December 31, 2015, restructuring charges of $9.1 million, to be paid in cash, were comprised primarily of: (i) $1.3 million related to severance and termination benefit costs related to terminated employees; (ii) $7.0 million related to cancellation of certain contracts and sponsorship agreements, which are payable through December 2016; (iii) $350,000 related to purchase commitment of discontinued inventories not yet received by the Company, which remains accrued at December 31, 2015; and (iv) $467,000 for costs associated with permanently vacating certain leased facilities. The following table illustrates the provision of the restructuring charges and the accrued restructuring charges balance as of December 31, 2015 (in thousands): Employee Severance Costs Contract Termination Costs Purchase Commitment of Abandoned Leased Facilities Total Balance as of December 31, 2014 $ — $ — $ — $ — $ — Expensed 1,353 6,979 350 467 9,149 Cash payments (845 ) (949 ) — (56 ) (1,850 ) Reclassification from accounts payable to cancellation of certain contracts and sponsorship agreements — 2,120 — — 2,120 Balance as of December 31, 2015 $ 508 $ 8,150 $ 350 $ 411 $ 9,419 As a result of the reduction in force, 657,310 shares of restricted common stock vested in accordance with the original stock grant terms and conditions and resulted in the recognition of employee stock-based compensation of $2.7 million. During the year ended December 31, 2015, in association with the restructuring, the Company recorded the following charges totaling $9.5 million (in thousands): Operating Expenses Employee stock-based compensation $ 2,730 Write-down of prepaid stock compensation related to terminated endorsement agreements 5,377 Write-down of prepaid assets related to terminated sponsorship agreements, discontinued products and abandoned other arrangements 981 Write-off of long-lived assets related to the abandonment of certain lease facilities 406 Total other charges $ 9,494 The total future payments under the restructuring plan as of December 31, 2015 are as follows (in thousands): Year Ending December 31, Outstanding Payments 2016 2017 2018 2019 2020 Total Contract termination costs $ 8,150 $ — $ — $ — $ — $ 8,150 Purchase commitment of discontinued inventories not yet received 350 — — — — 350 Employee severance costs 508 — — — — 508 Abandoned leased facilities 132 100 85 87 7 411 Total future payments $ 9,140 $ 100 $ 85 $ 87 $ 7 $ 9,419 |
Derivative Liabilities
Derivative Liabilities | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Derivative Liabilities | Note 11: Derivative Liabilities The Company identified various derivatives in the form of freestanding warrants and conversion features embedded within convertible preferred stock issued during the year ended December 31, 2013 as follows: Embedded Conversion Feature In January 2013, the Company sold 1,500,000 shares of Series D convertible preferred stock for aggregate gross proceeds of $12.0 million. The Series D convertible preferred stock contained an embedded derivative liability related to a conversion feature that was determined to be a derivative requiring bifurcation and separate accounting as a derivative liability. The related shares all converted to common stock during the years ended December 31, 2014 and 2013. Accordingly, the derivative liability was no longer outstanding as of December 31, 2015 and 2014. Upon elimination of the derivative liability, $773,000 was reclassified to additional paid-in capital in the consolidated balance sheets. The fair value of the Series D embedded derivative was determined during the years ended December 31, 2014 and 2013 assuming the following: Commitment Date Re-measurement Expected term (in years) 1 year 1 year Expected volatility 120 % 47 % Risk-free interest rate 0.14 % 0.13 % Dividend yield 0 % 0 % Warrants During the year ended December 31, 2013, the Company issued warrants to purchase 40,000 shares of common stock in conjunction with a consulting agreement. The Company did not issue any warrants during the years ended December 31, 2015 and 2014. Derivatives Expense In situations where the Company recorded the debt discount and initial value of derivative contracts associated with the convertible preferred stock issuance against the gross proceeds raised, any remaining value of the derivative that exceeded the gross proceeds of the offering was expensed immediately as derivative expense in other income (expense), net on the consolidated statements of operations. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12: Commitments and Contingencies Operating Leases and Capital Leases The Company leases office and warehouse facilities under operating leases which expire at various dates through 2029. The amounts reflected in the table below are for the aggregate future minimum lease payments under non-cancelable facility operating leases. Under lease agreements that contain escalating rent provisions, lease expense is recorded on a straight-line basis over the lease term. Rent expense for the years ended December 31, 2015, 2014 and 2013 amounted to $1.6 million, $1.3 million and $608,000. As of December 31, 2015, future minimum lease payments are as follows (in thousands): (1) Year Ending December 31, 2016 $ 1,064 2017 854 2018 868 2019 708 2020 431 Thereafter 2,381 Total minimum lease payments $ 6,306 (1) The amounts in the table above excluded $0.5 million in operating lease expenses resulting from our restructuring plans expensed in 2015 (see Note 10). Capital Leases The Company leases manufacturing and warehouse equipment under capital leases which expire at various dates through May 2019. As of December 31, 2015 and 2014, the Company had $865,000 and $356,000, respectively, in leased assets included in furniture, fixtures, and equipment and manufacturing and lab equipment balances of property and equipment in the consolidated balance sheets. The accumulated depreciation on leased assets as of December 31, 2015 and 2014 was $126,000 and $32,000, respectively. As of December 31, 2015 and 2014, short-term capital lease liabilities of $186,000 and $118,000, respectively are included as a component of current liabilities, and the long-term capital lease liabilities of $330,000 and $146,000 respectively are included as a component of long-term liabilities in the consolidated balance sheets. In December 2014, the Company entered into a capital lease agreement providing for approximately $1.8 million in credit to lease up to 50 vehicles as part of a fleet lease program. As of December 31, 2015, the Company acquired 21 vehicles under the capital lease and the original costs and accumulated depreciation of leased assets are $670,000 and $90,000, respectively, which are included in vehicle balances of property and equipment in the consolidated balance sheets. As of December 31, 2015, the Company’s future minimum lease payments under capital lease agreements are as follows (in thousands): Year Ending December 31, 2016 $ 210 2017 165 2018 129 2019 56 Total minimum lease payments 560 Less amounts representing interest (44 ) Present value of minimum lease payments $ 516 Contingencies In the normal course of business or otherwise, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of December 31, 2015, the Company was not involved in any material legal proceedings, with the exception of the lawsuit with a former executive. As of December 31, 2014, the Company was not involved in any material legal proceedings with the exception of the SEC Investigation discussed below. Third-Party Manufacturer Dispute The Company is engaged in a dispute with Capstone concerning amounts allegedly owed under the Manufacturing Agreement. Capstone claims that it is owed approximately $22.0 million in outstanding payables. The Company disputes Capstone’s claim, and claims that Capstone owes the Company at least $13.5 million in losses caused by, among other things, Capstone’s failure to timely manufacture and supply the Company’s products. On February 12, 2016, Capstone commenced a mediation with the American Arbitration Association. As of the date of this report, the mediation has not yet been scheduled. Supplier Complaint On January 15, 2016, ThermoLife International LLC (“ThermoLife”), a supplier of nitrates to MusclePharm, filed a complaint against the Company in Arizona state court. In its complaint, ThermoLife alleges that the Company failed to meet minimum purchase requirements contained in the parties’ supply agreement. On March 14, 2016, the Company filed an answer to ThermoLife’s complaint denying the allegations contained in the complaint, and a counterclaim alleging that ThermoLife breached its express warranty to MusclePharm because ThermoLife’s products were defective and could not be incorporated into the Company’s products. The action is pending. Former Employee Lawsuit On December 30, 2015, the Company accepted notice by Mr. Richard Estalella (“Estalella”) to terminate his employment as the Company’s President. Although Estalella sought to terminate his employment with the Company for “Good Reason,” as defined in Estalella’s employment agreement with the Company (the “Employment Agreement”), the Company advised Estalella that it deemed his resignation to be without Good Reason. On February 3, 2016, Estalella filed a complaint in Colorado state court against the Company and Ryan Drexler, Interim Chief Executive Officer, President and Chairman, alleging, among other things, that the Company breached the Employment Agreement, and seeking certain equitable relief and unspecified damages. The Company believes Estalella’s claims are without merit. Estalella remains a member of the Company’s Board of Directors. As of the date of this report, the Company has evaluated the potential outcome of this lawsuit and recorded the liability appropriately. Endorser Dispute The Company is engaged in a dispute with ETW Corp. (“ETW”) concerning the validity of, and payments allegedly owed under, an endorsement agreement with professional golfer Tiger Woods, and amendments thereto (the “Endorsement Agreement”). ETW claims that the Company owes approximately $7.0 million under the Endorsement Agreement. The Company believes that it does not owe any amounts under the Endorsement Agreement, and has demanded the return of payments previously made, as a result of, among other things, certain misrepresentations and omissions made by ETW and its representatives. The parties have agreed to mediate the dispute. The mediation has yet to be scheduled. Shareholder Derivative Complaint On October 27, 2015 Brian D. Gartner, derivatively and on behalf of MusclePharm Corporation, filed a verified shareholder derivative complaint in the 8th District Court, State of Nevada, Clark County (No. A-15-726810-B) alleging, among other things, breaches of fiduciary duty as members of the Board of Directors and/or executive officers of the Company against Brad Pyatt, Lawrence S. Meer, Donald W. Prosser, Richard Estalella, Jeremy R. Deluca, Michael J. Doron, Cory Gregory, L. Gary Davis, James J. Greenwell, John H. Bluher and Daniel J. McClory. Plaintiff alleges a series of accounting and disclosure failures resulted in the filing of materially false and misleading filings with the SEC from 2010 through July 2014 resulting in settlement with the SEC requiring payment of $700,000 of civil penalties. Plaintiff seeks various remedies, including interpretation of bylaws provisions, permanent injunctive relief, damages against defendants for breaches of their fiduciary duty, corporate governance changes to ensure the Company maintain proper internal controls and SEC reporting procedures, as well as costs and reasonable attorney’ fees, accountants’ and experts’ fees, costs and expenses. Individual defendants seek removal of the action to federal court and a scheduling stipulation is contemplated. SEC Settlement In September 2015, the Company’s proposal regarding final settlement of an SEC ongoing investigation was accepted and all aspects of the investigation related to the Company were terminated. The Company, without admitting or denying the SEC claims, agreed to a payment of $700,000 which was accrued for in 2015 and $400,000 had been paid into escrow. The Company also agreed to appointment of an independent consultant, mutually acceptable to the SEC and the Company, for a 12-month period to monitor the Company’s reporting practices and internal controls. The SEC and Company agreed to the appointment of Chord Advisors, LLC, a California consulting firm, as the monitor. Insurance Carrier Lawsuit On February 12, 2015, the Company filed a complaint in the District Court, City and County of Denver, Colorado against Liberty Insurance Underwriters, Inc. (“Liberty”) claiming wrongful and unreasonable denial of coverage for the cost and expenses that the Company has incurred and continued to incur in connection with the SEC investigation and related matters under the Company’s Directors and Officers insurance policies. Sponsorship and Endorsement Contract Liabilities The Company has various non-cancelable endorsement and sponsorship agreements with terms expiring through 2022. The total value of future contractual payments as of December 31, 2015 was $34.8 million. The total future contractual payments are as follows (in thousands): Year Ending December 31, Outstanding Payments 2016 2017 2018 2019 2020 Thereafter Total Endorsement $ 2,852 $ 2,594 $ 2,500 $ 4,167 $ 5,000 $ 6,667 $ 23,780 Sponsorship 5,102 2,394 2,504 985 — — 10,985 Total $ 7,954 $ 4,988 $ 5,004 $ 5,152 $ 5,000 $ 6,667 $ 34,765 |
Common Stock and Stockholders'
Common Stock and Stockholders' (Deficit) Equity | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Common Stock and Stockholders' (Deficit) Equity | Note 13: Common Stock and Stockholders’ (Deficit) Equity Common Stock For the year ended December 31, 2015, the Company issued common stock including restricted stock awards, as follows (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Stock issued to employees, executives and directors, net of cancellations 214,394 $ 15,082 $ 2.80–8.60 Stock issued in conjunction with product line expansion 150,000 1,198 7.99 Stock issued in conjunction with MusclePharm apparel rights acquisition 170,000 1,394 8.20 Stock issued in conjunction with attempted financing agreement 50,000 325 6.49 Stock issued in conjunction with consulting/endorsement agreement 55,189 320 5.30–5.85 Stock issued in conjunction with individual guaranty of debt 28,571 80 2.80 Total 668,154 $ 18,399 $ 2.80–8.60 For the year ended December 31, 2014, the Company issued common stock including restricted stock awards, as follows (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Conversion of series D preferred stock 263,000 $ 773 $ 2.94 BioZone acquisition (1) 1,200,000 8,833 8.20 Restricted stock awards issued for endorsement agreements 476,853 5,403 11.19–13.41 Stock-based compensation 2,796,743 10,931 6.55–13.63 Total 4,736,596 $ 25,940 $ 2.94–13.63 (1) Subsequently reduced by 350,000 shares returned to treasury with a value of $4.6 million. The fair value of all stock issuances above is based upon either the quoted closing trading price on the date of issuance or the value of derivative instrument at the date of conversion. Common stock outstanding as of December 31, 2015 and 2014 has been adjusted to include shares legally outstanding even if subject to future vesting. Treasury Stock No treasury stock transaction was incurred for the year ended December 31, 2015. The following table presents the Company’s treasury stock transactions for the years ended December 31, 2014 and 2013: Year Ended December 31, 2014 2013 Number of Weighted- Number of Weighted- Purchase of common stock in open market under the 2013 Stock Repurchase Plan 105,700 $ 13.44 120,000 $ 7.78 Settlement of common stock held in escrow during BioZone acquisition (1) 350,000 13.20 — — Exercise of repurchase rights for common stock held in escrow during BioZone acquisition (1) 250,000 10.00 — — Others — — 18,825 13.80 Total 705,700 $ 12.10 138,825 $ 8.60 (1) Returned to treasury. For the year ended December 31, 2014, the Company repurchased 105,700 shares of its common stock for $1.4 million, or an average of $13.44 per share. This repurchase was completed under a stock repurchase plan approved by the Company’s Board of Directors on December 10, 2013, which allowed the Company to repurchase up to $5.0 million worth of common stock over a one year period. These repurchased shares are accounted for under the cost method and are included as a component of treasury stock in the consolidated balance sheets. The Company received 350,000 shares released from escrow related to the BioZone asset purchase as described in Note 4. These shares were returned to the Company and are accounted for as treasury stock. In October 2014, the Company additionally exercised its option and acquired 250,000 shares at $10.00 per share related to the BioZone asset purchase. These shares were returned to the Company and are accounted for as treasury stock. For the year ended December 31, 2013, the Company repurchased a total of 138,825 shares of common stock for $1.2 million, or an average of $8.60 per share. Of this amount, $1.0 million, or $7.47 per share was considered repurchase of securities and $156,000 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 the stock repurchase plan described above. |
Preferred Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Preferred Stock | Note 14: Preferred Stock 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. In January 2013, the Board of Directors authorized for distribution up to 1,600,000 shares of Series D convertible preferred stock. In January and February 2013, the Company entered into purchase agreements with certain investors in connection with the offering, pursuant to which the Company sold 1,500,000 shares of Series D convertible preferred stock at $8.00 per share for aggregate gross proceeds of $12.0 million. The Series D convertible preferred stock was convertible into two shares of common stock at any time by the holders. For the year ended December 31, 2013, 1,368,500 shares of Series D convertible preferred stock converted into 2,737,000 shares of common stock. For the year ended December 31, 2014, the remaining 131,500 shares of Series D convertible preferred stock converted into 263,000 shares of common stock. The Series D convertible preferred stock contained an embedded derivative liability related to a conversion feature within the shares, which are discussed further in Note 11. As of December 31, 2015 and 2014, there were no shares of preferred stock outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 15: Stock-Based Compensation The Company’s stock-based compensation for the years ended December 31, 2015, 2014 and 2013 consist primarily of restricted stock awards and a de minimis amount related to stock options. Stock Incentive Plans Under its 2010 Stock Incentive Plan (the “2010 Plan”), the Company was able 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. 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 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 under the 2010 Plan cannot exceed 5,883, subject to adjustment in the event of certain recapitalizations, reorganizations and similar transactions. The Company no longer grant stock awards under the 2010 Plan. In 2015, the Board of Directors adopted the MusclePharm Corporation 2015 Incentive Compensation Plan (the “2015 Plan”), which replaced the 2010 Plan. The 2015 Plan provides for the issuance of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, restricted stock units, dividend equivalent right, other share-based awards, and stock-based and cash-based awards that qualify as performance-based compensation under Section 162(m) of the Internal Revenue to employees, consultants and directors of the Company or its subsidiaries. The 2015 Plan is administered by the Board of Directors, unless the Board of Directors elects to delegate administration responsibilities to a committee (the “Committee”), and will continue in effect until terminated by the Board of Directors. The 2015 Plan may be amended by the Board of Directors, without the approval of stockholders, but no such amendments may increase the number of shares available under the 2015 Plan or materially and adversely affect any outstanding awards without the consent of the holders thereof. The total number of shares that may be issued under the 2015 Plan cannot exceed 2,000,000, subject to adjustment in the event of certain changes in the capitalization of the Company. The Committee determines the methods by which the exercise price of options is paid, including in cash or check, in shares, through a broker-dealer sale and remittance procedure and a net exercise arrangement. The Committee may allow a participant, provided that the participant is not an executive officer or member of the Board of Directors, to deliver an interest-bearing full recourse promissory note or through a third-party loan guaranteed by the Company in the amount of the exercise price and any associated withholding taxes. The Committee also determines the eligible individuals who will receive grants and the precise terms of the grants including accelerations or waivers of any restrictions, and the conditions under which such accelerated vesting or waivers occur, such as in connection with a participant’s death, subject to certain limitations in the case of performance-based awards that are intended to qualify as qualified performance-based compensation under Section 162(m) of the Internal Revenue Code. The exercise price of stock options granted under the 2015 Plan may not be less or higher than 100% of the fair market value of a share of our common stock on the date of grant. Vesting is generally determined by the Compensation Committee within limits set forth in the 2015 Plan, except that no portion of an award may fully vest before the first anniversary of the grant date. A number of shares equal to 5% of the total number of shares reserved for issuance pursuant to awards granted under the 2015 Plan are not subject to this minimum vesting requirement. No stock option will be exercisable more than ten years after the date it is granted. Section 162(m) of the Internal Revenue Code requires, among other things, that the maximum number of shares awarded to an individual during a specified period must be approved by the stockholders in order for the awards granted under the plan to be eligible for treatment as performance-based compensation that will not be subject to the $1 million limitation on tax deductibility for compensation paid to certain specified senior executives. In any calendar year, the maximum number of shares with respect to one or more awards that may be granted to any one participant during the year under the 2015 Plan is 350,000 shares, subject to adjustment in the event of specified capitalization events of our Company, and the maximum amount that may be paid in cash during any calendar year with respect to any award is $1.5 million. The shares subject to cancelled options will continue to count against the maximum number of shares with respect to which the option may be granted to a participant. Stock Options In April 2010, the Company issued stock options to purchase 3,260 shares of common stock under the 2010 Plan. These stock options have a contractual term of 5 years, and a grant date fair value of $631,000 which was expensed immediately as the stock options vested upon grant. The Company determined the fair value of the stock options using the Black-Scholes model. As of December 31, 2014, the Company had 472 stock options outstanding that were significantly underwater with an exercise price of $425 per share. These shares were not exercised and expired as of December 31, 2015. Restricted Stock Awards to Employees and Board Members The Company’s stock-based compensation for the year ended December 31, 2015 consists primarily of restricted stock awards. The activity of restricted stock awards granted to employees, executives, and board members was as follows: Unvested Restricted Stock Awards Number of Weighted- Unvested balance – December 31, 2012 129,413 $ 3.48 Granted 1,569,363 10.97 Vested (306,637 ) 9.95 Unvested balance – December 31, 2013 1,392,139 10.50 Granted 1,404,604 12.47 Vested (164,756 ) 6.33 Unvested balance – December 31, 2014 2,631,987 11.67 Granted 299,828 4.25 Vested (1,805,816 ) 10.54 Cancelled (100,000 ) 4.29 Unvested balance – December 31, 2015 1,025,999 12.34 The total fair value of restricted stock awards granted to employees and board members for the years ended December 31, 2015, 2014 and 2013 was $1.3 million, $17.5 million and $17.2 million. As of December 31, 2015, the total unrecognized expense for unvested restricted stock awards, net of expected forfeitures, was $8.5 million, which is expected to be amortized over a weighted-average period of 3.0 years. Restricted Stock Awards Related to Energy Drink Agreement In January 2015, the Company entered into an energy drink agreement with Langer Juice and Creative Flavor Concepts to expand into a new product line. In connection with the agreement, the Company issued a total of 150,000 shares of its restricted common stock with trade restrictions for a period of three years. The restricted stock awards issued had a grant date fair value of approximately $1.2 million, which were initially included as a component of prepaid stock compensation and additional paid-in capital in the consolidated balance sheets upon issuance. The prepaid stock compensation was originally amortized over the performance period of ten years. In connection with the restructuring event disclosed further in Note 10, the Company discontinued this product and wrote-off the unamortized prepaid stock compensation of $1.1 million in August 2015. Agreements with Worldwide Apparel, LLC – Muscle Pharm Apparel Rights In February 2015, the Company entered into an agreement with Worldwide Apparel, LLC (“Worldwide”) to terminate Worldwide’s right to use MusclePharm’s brand images in apparel effective March 28, 2015. The brand rights were originally licensed in May 2011, and amended in March 2014 prior to the termination. The consideration related to the acquisition of the MusclePharm Apparel from Worldwide consists of cash consideration of $850,000 and 170,000 shares of MusclePharm common stock with an aggregated fair value of $1.4 million. The total cost of the MusclePharm apparel acquisition of $2.2 million is included in the caption brand within intangible assets, net, in the accompanying consolidated balance sheet, and is subject to amortization over a period of seven years. Restricted Stock Awards Issued Related to Attempted Financing Agreement In May 2015, the Company negotiated the termination of an attempted financing agreement with a lending institution and issued 50,000 shares of its common stock. The fair value of the common stock was $325,000 based upon the closing price of common stock on the date of issuance, and was recorded in selling, general and administrative expense in the accompanying consolidated statement of operations. Restricted Stock Awards Issued Related to Consulting/Endorsement Agreement In May 2015, the Company entered into consulting and endorsement agreements with William Phillips. In connection with the endorsement agreements, the Company agreed to issue a total of 50,000 shares of its restricted common stock. The restricted common stock issued had a grant date fair value of $292,000, which was included as a component of prepaid stock compensation and additional paid-in capital in the consolidated balance sheets upon issuance. The prepaid stock compensation was originally amortized over the performance period of three years. In connection with the restructuring disclosed in Note 10, the Company terminated the consulting and endorsement agreements with William Phillips and wrote-off the unamortized prepaid stock compensation of $268,000. In connection with the consulting agreement, the Company also agreed to issue restricted shares worth $25,000 (based upon the weighted average stock price during the 15-day-period prior to issuance) within 10 days after each subsequent three-month period term. In July 2015, the Company issued 5,189 shares of its common stock to William Phillips. The fair value of the common stock was $28,000 based upon the closing price of common stock on the date of issuance, and was recorded in advertising and promotion expense in the accompanying consolidated statement of operations. No additional common stock will be issued to William Phillips under this agreement. Restricted Stock Awards Issued to Ryan Drexler, Interim Chief Executive Officer, President and Chairman, Related to Loan Modification In October 2015, the Company entered into loan modification agreements with the banking institution under its line of credit and term loan to: (i) change the maturity date of the loans to January 15, 2016, (ii) prohibit the loans to be declared in default prior to December 10, 2015, except for defaults resulting from failure to make timely payments, and (iii) delete certain financial covenants from the line of credit. In consideration for these modifications, Ryan Drexler, Interim Chief Executive Officer, President and Chairman, and a family member provided their individual guaranty for the remaining balance of the loans ($6.2 million). In consideration for executing his guaranty, the Company issued Ryan Drexler 28,571 shares of common stock with a grant date fair value of $80,000 (based upon the closing price of common stock on the date of issuance). Restricted Stock Awards to Non-Employees In July 2014, in connection with an Endorsement Agreement, the Company issued 446,853 shares of its restricted common stock to ETW Corp with an aggregate market value of $5.0 million (see Note 18). In September 2014, the Company entered into a consulting agreement with a third-party service provider and issued 30,000 shares of its restricted common stock with an aggregate market value of $402,000. These restricted stock awards granted to non-employees were initially included as a component of prepaid stock compensation and additional paid-in capital in the consolidated balance sheet upon issuance. The prepaid stock compensation was originally amortized over the performance period. In connection with the restructuring event disclosed further in Note 10, the Company wrote-off the unamortized prepaid stock compensation related to these restricted stock awards to non-employees of $3.8 million in August 2015. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 16: Defined Contribution Plan The Company established a 401(k) Plan (the “401(k) Plan”) for eligible employees of the Company. Generally, all employees of the Company who are at least twenty-one years of age and who have completed six months of service are eligible to participate in the 401(k) Plan. The 401(k) Plan is a defined contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, of up to $18,000 for the year ended December 31, 2015 (subject to make-up contributions) in the form of voluntary payroll deductions. The Company may make discretionary contributions. For the years ended December 31, 2015, 2014 and 2013, the Company’s matching contribution was $250,000, $299,000 and $61,000, respectively. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 17: Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock outstanding during each period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding option and warrant contracts. The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Year Ended December 31, 2015 2014 2013 Net loss $ (51,858 ) $ (13,832 ) $ (17,718 ) Weighted-average common shares used in computing net loss per share, basic and diluted 13,621,255 11,038,761 7,193,784 Net loss per share, basic and diluted $ (3.81 ) $ (1.25 ) $ (2.46 ) The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2015 2014 2013 Stock options (exercise price - $425/share) — 472 472 Warrants (exercise price - $4 - $1,275/share) 100,000 100,089 263,089 Unvested restricted stock 1,025,999 2,631,987 1,392,139 Convertible note (exercise price - $2.30/share) 2,608,695 — — Total common stock equivalents 3,734,694 2,732,548 1,655,700 |
Endorsement Agreements
Endorsement Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Text Block [Abstract] | |
Endorsement Agreements | Note 18: Endorsement Agreements Arnold Schwarzenegger In July 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. Schwarzenegger was co-developing a special Arnold Schwarzenegger product line being 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 with an aggregate market value of $8.5 million. As of December 31, 2015 and 2014, the amount of unamortized stock compensation expense related to this agreement was $1.6 million and $4.5 million. The shares are being amortized over the original three-year term of the agreement. The current and non-current portions of this unamortized stock compensation are included as a component of prepaid stock compensation in the consolidated balance sheets. In March 2016, the Company received a demand notice for the outstanding amounts due, which the Company had expensed and accrued for at December 31, 2015. Tiger Woods On July 1, 2014, the Company entered into an Endorsement Agreement with ETW Corp. Under the terms of the agreement, Tiger Woods agreed to endorse certain of the Company’s products and use a golf bag during all professional golf play which prominently displayed the MusclePharm name and logo. In conjunction with this agreement, on July 3, 2014, the Company issued 446,853 shares of the Company’s restricted common stock to ETW Corp with an aggregate market value of $5.0 million. The shares were amortized over the original four-year term of the agreement. The current and non-current portions of the unamortized stock compensation were initially included as a component of prepaid stock compensation in the consolidated balance sheets. The amount of unamortized stock compensation expense of $3.5 million related to this agreement was written off in connection with the restructuring event disclosed further in Note 10. The Company is engaged in a dispute with ETW Corp. (“ETW”) concerning the validity of, and payments allegedly owed under, amendments to an endorsement agreement with professional golfer Tiger Woods, (the “Endorsement Agreement”). ETW claims that the Company owes approximately $7.0 million under the Endorsement Agreement. The Company believes that it does not owe any amounts under the Endorsement Agreement and has demanded the return of payments previously made. The parties have agreed to mediate the dispute. The mediation has yet to be scheduled. Johnny Manziel On July 15, 2014, the Company entered into an Endorsement Agreement for the services of Johnny Manziel. As part of this agreement, the Company issued a warrant to purchase 100,000 shares of MusclePharm common stock at an exercise price of $11.90 per share. The warrants vest monthly over a period of 24 months beginning August 15, 2014, and have a five-year contractual term. For the years ended December 31, 2015 and 2014, the Company recognized stock-based compensation expense of $65,000 and $130,000, respectively, related to these warrants, which is included as a component of advertising and promotion expense in the consolidated statements of operations. The Company used the Black-Scholes model to determine the estimated fair value of the warrants, with the following assumptions: contractual life of five years, risk free interest rate of 1.7%, dividend yield of 0%, and expected volatility of 55%. In connection with the restructuring disclosed in Note 10, the Company notified Johnny Manziel of its intention to terminate the endorsement agreement. As of December 31, 2015, 70,838 warrants were vested. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 19: Income Taxes The components of loss before provision for income taxes for the years ended December 31, 2015 and 2014 are as follows (in thousands): Year Ended December 31, 2015 2014 Domestic $ (52,060 ) $ (13,921 ) Foreign 307 122 Loss before provision for income taxes $ (51,753 ) $ (13,799 ) 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. As of December 31, 2015, the Company has a Federal net operating loss carry-forward of $81.4 million available to offset future taxable income. The Company has estimated state loss carry-forwards of $56.2 million. The Company also has federal and California research and development credit carryforwards of $0.5 million and $0.2 million, respectively, as of December 31, 2015. Utilization of net operating losses and R&D credits 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 and federal R&D credits have expiration dates starting in 2025 through 2035. The California R&D credits can be carried forward indefinitely. Income taxes have not been provided on undistributed earnings of certain foreign subsidiaries in an aggregate amount of $0.9 million as of December 31, 2015 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 as of December 31, 2015 was $30.8 million. The net change in valuation allowance for the year ended December 31, 2015 was an increase of $18.3 million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2015. The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2015 and 2014, are as follows (in thousands): As of December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 29,796 $ 16,224 Other 5,142 771 Gross deferred tax assets 34,938 16,995 Valuation allowance (30,834 ) (12,516 ) Net deferred tax assets 4,104 4,479 Deferred tax liability Stock-based compensation (2,370 ) (2,688 ) Intangibles (1,734 ) (1,791 ) Gross deferred tax liabilities (4,104 ) (4,479 ) Net deferred tax assets $ — $ — The Company incurred income tax expense of $105,000 and $33,000 for the years ended December 31, 2015 and 2014, respectively. Of the total tax provision, $12,000 and $26,000 is attributed to taxes for foreign operations. The income tax provision for the years ended December 31, 2015, 2014 and 2013 includes the following (in thousands): Year Ended December 31, 2015 2014 2013 Current income tax expense: Federal $ — $ — $ — State 93 7 10 Foreign 12 26 105 105 33 115 Deferred income tax provision: Federal — — — State — — Foreign — — — — — Provision for income taxes, net $ 105 $ 33 $ 115 The income tax provision differs from those computed using the statutory federal tax rate of 34% due to the following (in thousands): Year Ended December 31, 2015 2014 2013 Expected provision at statutory federal rate $ (17,596 ) $ (4,692 ) $ (5,985 ) State tax — net of federal benefit 74 5 757 Foreign income/losses taxed at different rates (43 ) (10 ) (30 ) Bargain purchase gain — (1,790 ) — Derivative liability — (127 ) 1,683 Stock-based compensation 56 1,209 2,043 Other (125 ) (21 ) 438 Change in valuation allowance 17,739 5,459 1,209 Income tax expense $ 105 $ 33 $ 115 A reconciliation of the beginning and ending amount of unrecognized tax benefits (“UTB’s”) is as follows (in thousands): Gross UTB’s as of December 31, 2014 $ — Additions for tax positions taken in a prior year (66 ) Additions for tax positions taken in the current year (75 ) Gross UTB’s as of December 31, 2015 $ (141 ) If recognized, none of the Company’s unrecognized tax benefits as of December 31, 2015 would reduce its annual effective tax rate but would result in a corresponding adjustment to its deferred tax valuation allowance. As of December 31, 2015, the Company has not recorded a liability for potential interest or penalties. The Company also does not expect its unrecognized tax benefits to change significantly over the next 12 months. By statute, all tax years are open to examination by the major taxing jurisdictions to which the Company is subject. |
Segments
Segments | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segments | Note 20: Segments The Company’s chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company currently has a single reporting segment and operating unit structure. In addition, substantially all of the Company’s revenue and long-lived assets are attributable to operations in the U.S. for all the periods presented. Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): Year Ended December 31, 2015 2014 2013 Revenue, net United States $ 120,598 $ 110,514 $ 76,750 International 46,260 66,875 34,128 Total revenue, net $ 166,858 $ 177,389 $ 110,878 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 21: Related Party Transactions Interim Chief Executive Officer, President and Chairman Debt Guarantee In October 2015, the Company entered into loan modification agreements with ANB Bank under the line of credit and term loan to: (i) change the maturity date of the loans to January 15, 2016, (ii) prohibit the loans to be declared in default prior to December 10, 2015, except for defaults resulting from failure to make timely payments, and (iii) delete certain financial covenants from the line of credit. In consideration for these modifications, the Company’s Ryan Drexler, Interim Chief Executive Officer, President and Chairman and a family member provided their individual guaranty for the remaining balance of the term loan and line credit of $6.2 million. In consideration for executing his guaranty, the Company issued Ryan Drexler 28,571 shares of common stock with a grant date fair value of $80,000 (based upon the closing price of common stock on the date of issuance). Interim Chief Executive Officer, President and Chairman Convertible Secured Promissory Note Agreement In December, 2015, the Company entered into a convertible secured promissory note agreement with Ryan Drexler, Interim Chief Executive Officer, President and Chairman under which he lended the Company $6.0 million. Proceeds from the note were used to fund working capital requirements. The convertible note is secured by all assets and properties of the Company and its subsidiaries whether tangible or intangible. The convertible note carries an interest at 8% per annum, or 10% in the event of default. Both the principal and the interest under the convertible note are due in January 2017, unless converted earlier. The holder can convert the outstanding principal and accrued interest into shares of common stock for $2.30 per share at any time. The Company may prepay the convertible note at the aggregate principal amount therein plus accrued interest by giving the holder between 15 and 60 day-notice, depending upon the specific circumstances, provided that the holder may to convert the note during the notice period. The Company recorded the convertible note of $6.0 million as a liability in the balance sheet and also recorded a beneficial conversion feature of $52,000 as a debt discount upon issuance of the convertible note, which is being amortized over the term of the convertible debt using the effective interest method. The beneficial conversion feature was calculated based on the difference between the fair value of common stock and the effective conversion price of the convertible note. As of December 31, 2015, the convertible note had an outstanding principal balance of $6.0 million. In connection with the Company entering into the convertible promissory note with Mr. Drexler, the Company granted Mr. Drexler the right to designate two directors to the Company’s Board of Directors. The Company agreed to take all actions necessary to permit such designation. Charitable Youth Sports Program In March 2014, the Board of Directors of the Company approved and the Company established a charitable youth sports grant program (the “Program”) pursuant to which the Company will donate product, equipment and cash to organizations such as schools, sports teams and training facilities. The Company had tentatively established an annual budget of approximately $250,000 for the Program. The primary intent of the Program was to build MusclePharm brand awareness with youth athletes. The Company’s other business purposes in establishing the Program was to help needy organizations achieve their goals, promote the Company’s brand, help athletes develop stronger and better skills and to build the reputation of the Company as a contributor to the community. A committee formerly consisting of the Company’s former President, former Director of Team Development, and former Chief Operating Officer oversaw the Program. In 2014, the Company made an initial grant in the amount of approximately $250,000 to Arvada West High School and similar charitable contributions to other charitable sports organizations of approximately $30,000. The Company’s former Chief Executive Officer, Mr. Brad Pyatt, is a graduate of Arvada West High School and serves as a volunteer football coach. The Company did not make a charitable grant to Arvada West High School during 2015. The Company did make charitable grants to other youth sports organizations during 2015 totaling approximately $278,000. We expect this amount to decrease substantially in 2016 and any future grant will be approved by the Chief Executive Officer and Chief Financial Officer. Sports Tickets The Company maintains a luxury box at the Sports Authority Field in Denver, Colorado. Employees are able to attend Denver Bronco football games and utilize the luxury box. During 2015, our CEO donated tickets to a game to a youth football team which his family member is a participant. Additionally, other family members also attended the game. The total cost for the event was approximately $15,000. Key Executive Life Insurance For the year ended December 31, 2015, the Company purchased split dollar life insurance policies on certain key executives. In September 2015, the Company increased the coverage on one of the 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. Lease Agreement with Significant Shareholder In October 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, a significant shareholder. Pursuant to the lease, the Company rented 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. This facility was closed in September 2015 and included in the Company’s restructuring plan. The remaining lease obligation through April 2017 for $77,000 was included in the restructuring expense. For the years ended December 31, 2015, 2014 and 2013, the Company incurred rent expense of $39,000, $54,000 and $13,000, respectively. Lease Agreement with Former Employee The Company leased 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 Corp, the Company’s wholly-owned Canadian subsidiary. Mr. Passaretti separated from the Company on September 2, 2015. For the years ended December 31, 2015, 2014 and 2013, the Company paid rent of $83,000, $86,000 and $75,000, respectively. The lease was terminated in November 2015. Business Relationship with Former Employee Ryan DeLuca, the former Chief Executive Officer of Bodybuilding.com, is the brother of Jeremy DeLuca, MusclePharm’s former EVP, MusclePharm Brand and Global Business Development. The Company maintained a business relationship with Bodybuilding.com prior to hiring Mr. DeLuca. The Company does not offer preferential pricing of our products to Bodybuilding.com based on these relationships. Mr. DeLuca separated from MusclePharm on September 15, 2015. Net revenue from products sales to Bodybuilding.com were $16.9 million, $24.0 million and $29.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. The Company had $1.5 million and $1.9 million in trade receivables with Bodybuilding.com as of December 31, 2015 and 2014, respectively. The Company purchased marketing services from Bodybuilding.com of $0.4 million and $1.4 million for the years ended December 31, 2015 and 2014, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 22: Subsequent Events Agreement with Prestige Capital Corporation On January 11, 2016, the Company entered into a Purchase and Sale Agreement (the “Agreement”) with Prestige Capital Corporation (“Prestige”) pursuant to which the Company agreed to sell and assign and Prestige agreed to buy and accept, certain accounts receivable owing to the Company (“Accounts”). Under the terms of the Agreement, upon the receipt and acceptance of each assignment of Accounts, Prestige will pay the Company eighty percent (80%) of the net face amount of the assigned Accounts, up to a maximum total borrowings of $10 million outstanding at any time. In addition, the Company granted Prestige a continuing security interest in and lien upon all accounts receivable, inventory, fixed assets, general intangibles and other assets. The Agreement has an initial term of six month with options to extend. Prestige may cancel the Agreement with 30 day notice. On January 13, 2016, the Company sold to Prestige accounts with an aggregate face amount of approximately $7.6 million and Prestige paid to the Company approximately $6.2 million in cash. The proceeds from this factoring were utilized to pay off the existing line of credit and term loan with ANB Bank. Employment Agreement of the Company’s Executive Chairman On August 26, 2015, the Company’s Board of Directors appointed Ryan Drexler as the Company’s Executive Chairman. On February 11, 2016, the Company and Mr. Drexler entered into an employment agreement, approved by the Compensation Committee of the Company’s Board of Directors, setting forth the terms of Mr. Drexler’s employment as Executive Chairman of the Company (the “Employment Agreement”). Pursuant to the terms of the Employment Agreement, Mr. Drexler will initially receive an annual base salary of $550,000, subject to annual adjustment by the Board of Directors. In addition, Mr. Drexler will be paid $250,000 on March 1, 2016 for his services starting on August 26, 2015, which was accrued at December 31, 2015. During his employment, Mr. Drexler will be eligible for certain target incentive bonuses, including an annual bonus of up to 200% of his base salary upon the achievement of certain performance targets, and a transaction bonus equal to 10% of the purchase price upon the occurrence of a qualified sale. Mr. Drexler will receive options to purchase shares of the Company’s common stock valued at $250,000 in addition to equity grants under the Company’s management incentive plan. The term of the Employment Agreement is for a three year period commencing February 10, 2016, with an automatic renewal for successive one year periods unless terminated by either party with at least 3 months’ advanced written notice. Upon termination of his employment for any reason, Mr. Drexler will be entitled to: (i) base salary; (ii) reasonable expenses paid or incurred by Mr. Drexler in connection with and related to the performance of his duties and responsibilities for the Company; (iii) accrued but unused vacation time; (iv) annual bonuses or transaction bonus; and (v) vested equity awards, all of which were earned through the date of termination. Further, in the event of termination prior to expiration of his employment period, including due to his death or disability, but excluding termination by the Company for cause or by Mr. Drexler without good reason, and provided that he releases the Company and its affiliates from any releasable liability associated with the Employment Agreement within sixty (60) days following the termination and complies with his other obligations under the Employment Agreement, Mr. Drexler will remain eligible to receive the transaction bonus described below if a qualifying sale of the Company occurs before February 10, 2021. Mr. Drexler’s bonuses and stock-based compensation (collectively, the “Clawback Benefits”) will be subject to certain clawback rights as follows: during the period that Mr. Drexler’s is employed by the Company, upon his termination and for a period of three years thereafter, if there is a restatement of any Company financial results from which any Clawback Benefits will have been determined, Mr. Drexler will repay the Clawback Benefits amounts paid in excess of the amounts that would have been paid based on the restatement of the Company’s financial information. The Employment Agreement also contains customary confidentiality, non-competition and non-solicitation provisions in favor of the Company. Additionally, the Employment Agreement provides that Mr. Drexler shall be eligible to receive a transaction bonus for certain qualifying business combinations. Mr. Drexler shall remain eligible to receive the transaction bonus if a qualifying sale of the Company occurs before the February 10, 2021; provided, that, on a termination without cause or a resignation for good reason, Mr. Drexler releases the Company and its affiliates from any releasable liability associated with the Employment Agreement (other than with respect to amounts not yet due) within sixty (60) days following the termination of employment and Mr. Drexler complies with his other obligations under the Employment Agreement. Chief Executive Officer Resignation On March 15, 2016, Mr. Brad Pyatt resigned from his position as the Company’s Chief Executive Officer and President, as a result of which his employment agreement was terminated. In connection with Mr. Pyatt’s resignation, Mr. Ryan Drexler, the Executive Chairman of our Board of Directors, was appointed interim Chief Executive Officer, President and Chairman. |
Summary of Significant Accoun31
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. Acquisitions are included in the consolidated financial statements from the date of the acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory, the assessment of useful lives and recoverability of long-lived assets, likelihood and range of possible losses on contingencies, valuations of equity securities and intangible assets, fair value of derivatives, warrants and options, among others. Actual results could differ from those estimates. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers are those which represent more than 10% of the Company’s net revenue for each period presented, or the Company’s net accounts receivable balance as of each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows: Revenue, Net Accounts Receivable, Net Year Ended December 31, As of December 31, Customers 2015 2014 2013 2015 2014 Costco 20 % 15 % * 18 % 22 % Bodybuilding.com 10 % 14 % 25 % * 11 % GNC 11 % * * 10 % * Europa * * 10 % 11 % * * Represents less than 10% of revenue, net or accounts receivable, net. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled product due to defective manufacturing. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2015, 2014 and 2013: Year Ended December 31, Vendor 2015 2014 2013 Capstone Nutrition 59 % 44 % 67 % Nutra Blend 25 % 50 % 32 % Bakery Barn 11 % * NA * Represents less than 10% of purchases. |
Risk and Uncertainties | Risk and Uncertainties The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. |
Cash | Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2015 and 2014, the Company had no cash equivalents and all cash amounts consisted of cash on deposit. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of selling, general and administrative expenses in the consolidated statements of operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts and an accrual is made for discounts earned but not yet utilized at each period end. The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2015 and 2014 (in thousands): As of December 31, 2015 2014 Accounts receivable $ 26,057 $ 18,665 Less: allowance for discounts (3,707 ) (1,862 ) Less: allowance for doubtful accounts (347 ) (159 ) Accounts receivable, net $ 22,003 $ 16,644 The allowance for discount for the years ended December 31, 2015, 2014 and 2013 consisted of the following activity (in thousands): Year Ended December 31, 2015 2014 2013 Allowance for discount, beginning balance $ 1,862 $ 1,060 $ 1,089 Charges against revenues 29,525 28,200 17,441 Utilization of sales return reserve (27,680 ) (27,398 ) (17,470 ) Allowance for discount, ending balance $ 3,707 $ 1,862 $ 1,060 The allowance for doubtful accounts for the years ended December 31, 2015, 2014 and 2013 consisted of the following activity (in thousands): Year Ended December 31, 2015 2014 2013 Allowance for doubtful accounts, beginning balance $ 159 $ 29 $ 25 Charges to costs and expenses 219 201 242 Recoveries — — 1 Deductions (write-offs) (27 ) (70 ) (239 ) Foreign currency translation adjustment (4 ) (1 ) — Allowance for doubtful accounts, ending balance $ 347 $ 159 $ 29 |
Purchased Convertible Notes & Issuer Warrants | Purchased Convertible Notes & Issuer Warrants The Company purchased convertible notes from unrelated public companies that it classified as trading securities which were carried at fair value with changes recognized through net loss. These purchased notes included warrants to purchase shares of the issuer’s common stock which were recorded as discounts against the carrying value of the related Notes based on their fair values upon issuance. See Notes 3 and 6 for further discussion of the Company’s purchased convertible notes and issuer warrants. |
Inventory | Inventory MusclePharm products have historically been produced through third party manufacturers, and the cost of product inventory is recorded using actual cost on a first-in, first-out basis. BioZone products are manufactured in the Company’s production facilities in Pittsburg, CA, and the cost of inventory is recorded using a weighted average cost basis. Inventory is valued at the lower of cost or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, and estimates are made for obsolescence, excess or slow-moving inventories, non-conforming inventories and expired inventory. These estimates are based on management’s assessment of current future product demand, production plan, and market conditions. |
Prepaid Giveaways | Prepaid Giveaways Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. Costs related to promotional giveaways are expensed as a component of advertising and promotion expenses in the consolidated statements of operations when the product is either given away at a promotional event or shipped to the customer. |
Prepaid Stock Compensation | Prepaid Stock Compensation Prepaid stock compensation represents amounts paid with restricted stock awards for future contractual benefits to be received. The fair value of these restricted stock awards are recorded to prepaid stock compensation and additional paid-in capital, upon issuance of the shares, and then amortized to the consolidated statements of operations over the life of the contracts using the straight-line method. During the year ended December 31, 2015, in association with the restructuring, the Company wrote down $5.4 million of prepaid stock compensation related to terminated endorsement agreements. |
Prepaid Sponsorship and Endorsement Fees | 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 have resulted 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 performance period(s) 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. During the year ended December 31, 2015, in connection with the restructuring, the Company wrote down $826,000 of prepaid sponsorship and endorsement fees related to terminated sponsorship agreements. |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, print advertising, insurance and service contracts requiring up-front payments. During the year ended December 31, 2015, in connection with the restructuring, the Company wrote down $155,000 of prepaid expense related to abandoned arrangements with certain vendors. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed and the resulting gains or losses are recorded in the statements of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 - 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Manufacturing and lab equipment 3 - 5 years Vehicles 3 - 5 years Displays 5 years Website 3 years |
Intangible Assets | Intangible Assets Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and costs incurred in obtaining certain trademarks are capitalized, and are amortized over their related useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of selling, general and administrative expenses in the consolidated statements of operations. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Based upon management’s analysis, the Company did not recognize any impairment charges on its long-lived assets during the years ended December 31, 2015, 2014 and 2013. |
Issuance Costs and Debt Discount | Issuance Costs and Debt Discount The Company recognizes issuance costs related to the issuance of certain debt and equity instruments. Depending on the nature of the instrument, these costs are either carried as an asset on the balance sheet or recorded as a discount to the related debt or equity issuance. These costs are either amortized using the effective interest method over the life of the debt to interest expense, or not amortized if related to an equity issuance. If a conversion of the underlying debt occurs, a proportionate share of the unamortized cost or discount is immediately expensed. |
Derivative Liabilities | Derivative Liabilities Fair value accounting requires bifurcation of embedded derivative instruments, such as warrants or conversion features in equity instruments, and measurement of their fair value. In determining the appropriate fair value, the Company uses Black-Scholes valuation model. Derivatives are adjusted to reflect estimated fair value at the end of each reporting period with any increase or decrease in the estimated fair value being recorded in other income (expense), net in the consolidated statements of operations. Once a derivative liability ceases to exist, any remaining estimated fair value is reclassified to additional paid-in capital if redeemed. |
Revenue Recognition | Revenue Recognition Revenue is recognized when all of the following criteria are met: • Persuasive evidence of an arrangement exists. • Delivery has occurred. • The fee is fixed or determinable. • Collection is reasonably assured. The Company’s standard terms and conditions of sale do not allow for product returns. However, the Company grants an informal right of return to its customers. Estimates of expected future product returns are recognized at the time of sale based on analyses of historical return trends by customer type. Upon recognition, the Company reduces revenue and cost of revenue for the estimated return. Return rates can fluctuate over time, but are sufficiently predictable with established customers to allow the Company to estimate expected future product returns, and an accrual is recorded for future expected returns when the related revenue is recognized. Product returns incurred from established customers during the years ended December 31, 2015, 2014 and 2013 were insignificant. The Company offers sales incentives through various programs, consisting primarily of advertising related credits, volume incentive rebates and sales incentive reserves. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. Volume incentive rebates are provided to certain customers based on contractually agreed upon percentages once certain thresholds have been met. Sales incentive reserves are computed based on historical trending and budgeted discount percentages, which are typically based on historical discount rates with adjustments for any known changes, such as future promotions or one-time historical promotions that will not repeat for each customer. The Company records sales incentive reserves and volume rebate reserves as a reduction to revenue. During the years ended December 31, 2015, 2014 and 2013, the Company recorded discounts, and to a lesser degree, sales returns, totaling $29.5 million, $28.2 million and $17.4 million, which accounted for 15%, 14% and 14% of gross revenue in each period. |
Cost of Revenue | Cost of Revenue Cost of revenue for MusclePharm, MusclePharm Canada and MusclePharm Ireland represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from third party manufacturers. The Company ships customer orders from multiple locations. The facilities are operated with the Company’s equipment and employees, and inventory is owned by the Company. The Company also utilizes contract manufacturers to drop ship product directly to customers. Cost of revenue for products produced by Biozone Labs consist of raw material, direct labor, freight-in, supplies and equipment rental expenses. The Company primarily ships customer orders from its distribution center in Pittsburg, California. |
Advertising and Promotion | Advertising and Promotion Advertising and promotion expenses include digital and print advertising, trade show events, athletic endorsements and sponsorships, and promotional giveaways, and are expensed as incurred. For major trade shows, the expenses are recognized within a calendar year over the period in which the Company recognizes revenue associated with sales generated at the trade show. 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 if and when the endorser achieves the specific achievement. |
Share-Based Payments | Share-Based Payments Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the awards’ grant date, based on estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the fair value of the share-based payments whichever is more readily determinable. The fair value of restricted stock awards are based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model but have been insignificant during the periods included herein. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada and MusclePharm Ireland, is the local currency. The assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded to a separate component of accumulated other comprehensive income (loss) within stockholders’ equity. Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in other income (expense), net in the accompanying consolidated statements of operations. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) is composed of two components: net income (loss) and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ equity, but are excluded from the Company’s net income (loss). The Company’s other comprehensive income (loss) is made up of foreign currency translation adjustments for all periods presented. |
Segments | Segments Management has determined that it currently operates in one segment. The Company’s chief operating decision maker reviews financial information on a consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. |
Income Taxes | 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 consolidated 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. 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, 2015, 2014 and 2013. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842) Leases, 2016-02. In November 2015, the FASB issued ASU No. 2015-17, Balance Sheet Classification of Deferred Taxes In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In April 2015, the FASB issued ASU No. 2015-03, Interest — Imputation of Interest (Subtopic 835-30) — Simplifying the Presentation of Debt Issuance Costs Interest – Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements — Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Revenue Recognition- Construction-Type and Production-Type Contracts Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In April 2014, the FASB issued ASU No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity |
Summary of Significant Accoun32
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Customer Concentration Risk Percentage | Significant customers are those which represent more than 10% of the Company’s net revenue for each period presented, or the Company’s net accounts receivable balance as of each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows: Revenue, Net Accounts Receivable, Net Year Ended December 31, As of December 31, Customers 2015 2014 2013 2015 2014 Costco 20 % 15 % * 18 % 22 % Bodybuilding.com 10 % 14 % 25 % * 11 % GNC 11 % * * 10 % * Europa * * 10 % 11 % * * Represents less than 10% of revenue, net or accounts receivable, net. |
Schedule of Accounts Receivable, Net of Allowance | Accounts receivable consisted of the following as of December 31, 2015 and 2014 (in thousands): As of December 31, 2015 2014 Accounts receivable $ 26,057 $ 18,665 Less: allowance for discounts (3,707 ) (1,862 ) Less: allowance for doubtful accounts (347 ) (159 ) Accounts receivable, net $ 22,003 $ 16,644 |
Schedule of Allowance for Discount | The allowance for discount for the years ended December 31, 2015, 2014 and 2013 consisted of the following activity (in thousands): Year Ended December 31, 2015 2014 2013 Allowance for discount, beginning balance $ 1,862 $ 1,060 $ 1,089 Charges against revenues 29,525 28,200 17,441 Utilization of sales return reserve (27,680 ) (27,398 ) (17,470 ) Allowance for discount, ending balance $ 3,707 $ 1,862 $ 1,060 |
Schedules of Allowances for Doubtful Accounts | The allowance for doubtful accounts for the years ended December 31, 2015, 2014 and 2013 consisted of the following activity (in thousands): Year Ended December 31, 2015 2014 2013 Allowance for doubtful accounts, beginning balance $ 159 $ 29 $ 25 Charges to costs and expenses 219 201 242 Recoveries — — 1 Deductions (write-offs) (27 ) (70 ) (239 ) Foreign currency translation adjustment (4 ) (1 ) — Allowance for doubtful accounts, ending balance $ 347 $ 159 $ 29 |
Schedule of Estimated Useful Lives of Property, Plant, and Equipment | The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 - 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Manufacturing and lab equipment 3 - 5 years Vehicles 3 - 5 years Displays 5 years Website 3 years |
Cost of Goods, Total [Member] | |
Customer Concentration Risk Percentage | The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2015, 2014 and 2013: Year Ended December 31, Vendor 2015 2014 2013 Capstone Nutrition 59 % 44 % 67 % Nutra Blend 25 % 50 % 32 % Bakery Barn 11 % * NA * Represents less than 10% of purchases. |
Fair Value of Financial Instr33
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Marketable Securities and Related Warrants | As of December 31, 2015 and 2014 the Company did not have any outstanding purchased convertible notes or related warrants. The following table summarizes the activity of the Company’s purchased convertible notes and related warrants during the years ended December 31, 2014 and 2013 (in thousands): BioZone BioZone Fuse Fuse Total Balance – December 31, 2012 $ — $ — $ — $ — $ — Fair value of purchased convertible notes on purchase date 1,955 1,248 275 175 3,653 Premium on purchase date 45 — — — 45 Discount for value of issuer warrants and conversion option (1,248 ) — (176 ) — (1,424 ) Accretion of discount 1,248 — 161 — 1,409 Conversion of principal (1,000 ) — — — (1,000 ) Repayments received (1,000 ) — — — (1,000 ) Sale of instruments — (1,250 ) — — (1,250 ) Realized gain on sale — 2 — — 2 Unrealized loss — — — (56 ) (56 ) Balance – December 31, 2013 $ — $ — $ 260 $ 119 $ 379 Accretion of discount — — 15 — 15 Repayments received — — (275 ) — (275 ) Sale of instruments — — — (215 ) (215 ) Realized gain on sale — — — 96 96 Balance – December 31, 2014 $ — $ — $ — $ — $ — |
Summary of Financial Liabilities | The following table summarizes the activity of the Company’s financial liabilities marked to market during the years ended December 31, 2014 and 2013 (in thousands): Balance – December 31, 2012 $ — Fair value at the commitment date for equity instruments 8,175 Fair value at the commitment date for warrants issued 97 Fair value mark to market adjustment for equity instruments 4,796 Fair value mark to market adjustment for warrants 58 Conversion instruments exercised or settled (11,979 ) Balance – December 31, 2013 1,147 Fair value mark to market adjustment for equity instruments and warrants (374 ) Conversion instruments exercised (773 ) Balance – December 31, 2014 $ — |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Schedule Fair Value of Assets Acquired and Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): Net Tangible Assets Current assets $ 3,183 Property and equipment 1,859 Liabilities assumed (1,379 ) Total net tangible assets acquired 3,663 Identified Intangible Assets Customer relationships 3,130 Technology 2,158 Brand 1,776 Non-compete agreements 69 Total identified intangible assets acquired 7,133 Bargain purchase gain (3,686 ) Total purchase price allocation $ 7,110 |
Schedule of Business Acquisition, Pro Forma Information | Supplemental information on a pro forma basis is presented below for the BioZone acquisition as if the acquisition had occurred on January 1, 2013 (in thousands): Year Ended (Unaudited) Pro forma revenue, net $ 119,120 Pro forma loss from operations (19,031 ) Pro forma net loss $ (22,576 ) |
Balance Sheet Components (Table
Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31, 2015 and 2014 (in thousands): As of December 31, 2015 2014 Raw materials $ 1,385 $ 1,169 Work-in-process 22 101 Finished goods 11,142 19,799 Inventory $ 12,549 $ 21,069 |
Schedule of Property, Plant and Equipment | Property and equipment consisted of the following as of December 31, 2015 and 2014 (in thousands): As of December 31, 2015 2014 Furniture, fixtures and equipment $ 3,621 $ 4,041 Leasehold improvements 3,227 2,298 Manufacturing and lab equipment 1,659 1,388 Vehicles 1,146 470 Displays 483 488 Website 463 241 Construction in process 54 1,511 Property and equipment, gross 10,653 10,437 Less: accumulated depreciation and amortization (3,960 ) (2,632 ) Property and equipment, net $ 6,693 $ 7,805 |
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands) and include the BioZone asset acquisition and MusclePharm’s apparel rights reacquired from Worldwide Apparel disclosed further in Note 15: As of December 31, 2015 Gross Accumulated Amortization Net Carrying Weighted Average Useful Lives (years) Amortized intangible assets Customer relationships $ 3,130 $ (417 ) $ 2,713 15.0 Non-compete agreements 69 (69 ) — 2.0 Patents 2,158 (540 ) 1,618 8.0 Trademarks 933 (133 ) 800 6.7 Brand 4,020 (522 ) 3,498 10.5 Domain name 54 (31 ) 23 5.0 Total intangible assets $ 10,364 $ (1,712 ) $ 8,652 As of December 31, 2014 Gross Accumulated Amortization Net Carrying Weighted Average Useful Lives (years) Amortized intangible assets Customer relationships $ 3,130 $ (209 ) $ 2,921 15.0 Non-compete agreements 69 (35 ) 34 2.0 Patents 2,211 (293 ) 1,918 7.9 Trademarks 518 (20 ) 498 4.5 Brand 1,776 (118 ) 1,658 15.0 Domain name 68 (23 ) 45 5.0 Total intangible assets $ 7,772 $ (698 ) $ 7,074 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | As of December 31, 2015, the estimated future amortization expense of intangible assets is as follows (in thousands): Year Ending December 31, 2016 $ 1,080 2017 1,071 2018 1,063 2019 1,061 2020 1,032 Thereafter 3,345 Total amortization expense $ 8,652 |
Other (Expense) Income, Net (Ta
Other (Expense) Income, Net (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Other Income and Expenses [Abstract] | |
Other (Expense) Income, Net | During the years ended December 31, 2015, 2014 and 2013, other (expense) income, net consists of the following (in thousands): Year Ended December 31, 2015 2014 2013 Other (expense) income, net Interest income $ — $ 223 $ 1,442 Interest expense (779 ) (201 ) (783 ) Derivative expense — — (97 ) Change in fair value of derivative liabilities — 374 (4,854 ) Gain on settlement of accounts payable and debt — 31 574 Gain (loss) on purchased convertible notes — (386 ) 445 Bargain purchase gain and contingent asset gain on BioZone acquisition — 5,265 — Foreign currency transaction gain (loss) (1,047 ) 19 (31 ) Other 20 252 (2 ) Total other (expense) income, net $ (1,806 ) $ 5,577 $ (3,306 ) |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | As of December 31, 2015 and 2014, the Company’s debt consisted of the following (in thousands): As of December 31, 2015 2014 Revolving line of credit $ 3,000 $ 8,000 Term loan 2,949 — Convertible note 5,952 — Other 21 46 Total debt 11,922 8,046 Less: current portion (5,970 ) (8,046 ) Long term debt $ 5,952 $ — |
Restructuring (Tables)
Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Provision of Restructuring and Accrued Restructuring Charges | The following table illustrates the provision of the restructuring charges and the accrued restructuring charges balance as of December 31, 2015 (in thousands): Employee Severance Costs Contract Termination Costs Purchase Commitment of Abandoned Leased Facilities Total Balance as of December 31, 2014 $ — $ — $ — $ — $ — Expensed 1,353 6,979 350 467 9,149 Cash payments (845 ) (949 ) — (56 ) (1,850 ) Reclassification from accounts payable to cancellation of certain contracts and sponsorship agreements — 2,120 — — 2,120 Balance as of December 31, 2015 $ 508 $ 8,150 $ 350 $ 411 $ 9,419 |
Schedule of Restructuring Charges | As a result of the reduction in force, 657,310 shares of restricted common stock vested in accordance with the original stock grant terms and conditions and resulted in the recognition of employee stock-based compensation of $2.7 million. During the year ended December 31, 2015, in association with the restructuring, the Company recorded the following charges totaling $9.5 million (in thousands): Operating Expenses Employee stock-based compensation $ 2,730 Write-down of prepaid stock compensation related to terminated endorsement agreements 5,377 Write-down of prepaid assets related to terminated sponsorship agreements, discontinued products and abandoned other arrangements 981 Write-off of long-lived assets related to the abandonment of certain lease facilities 406 Total other charges $ 9,494 |
Schedule of Future Payments Under The Restructuring Plan | The total future payments under the restructuring plan as of December 31, 2015 are as follows (in thousands): Year Ending December 31, Outstanding Payments 2016 2017 2018 2019 2020 Total Contract termination costs $ 8,150 $ — $ — $ — $ — $ 8,150 Purchase commitment of discontinued inventories not yet received 350 — — — — 350 Employee severance costs 508 — — — — 508 Abandoned leased facilities 132 100 85 87 7 411 Total future payments $ 9,140 $ 100 $ 85 $ 87 $ 7 $ 9,419 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Series D Embedded Derivative [Member] | |
Schedule Of Derivative Liabilities Fair Value Assumptions At Commitment and Re Measurement Date | The fair value of the Series D embedded derivative was determined during the years ended December 31, 2014 and 2013 assuming the following: Commitment Date Re-measurement Expected term (in years) 1 year 1 year Expected volatility 120 % 47 % Risk-free interest rate 0.14 % 0.13 % Dividend yield 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2015, future minimum lease payments are as follows (in thousands): (1) Year Ending December 31, 2016 $ 1,064 2017 854 2018 868 2019 708 2020 431 Thereafter 2,381 Total minimum lease payments $ 6,306 (1) The amounts in the table above excluded $0.5 million in operating lease expenses resulting from our restructuring plans expensed in 2015 (see Note 10). |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2015, the Company’s future minimum lease payments under capital lease agreements are as follows (in thousands): Year Ending December 31, 2016 $ 210 2017 165 2018 129 2019 56 Total minimum lease payments 560 Less amounts representing interest (44 ) Present value of minimum lease payments $ 516 |
Contractual Obligation, Fiscal Year Maturity Schedule | The total future contractual payments are as follows (in thousands): Year Ending December 31, Outstanding Payments 2016 2017 2018 2019 2020 Thereafter Total Endorsement $ 2,852 $ 2,594 $ 2,500 $ 4,167 $ 5,000 $ 6,667 $ 23,780 Sponsorship 5,102 2,394 2,504 985 — — 10,985 Total $ 7,954 $ 4,988 $ 5,004 $ 5,152 $ 5,000 $ 6,667 $ 34,765 |
Common Stock and Stockholders41
Common Stock and Stockholders' (Deficit) Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | For the year ended December 31, 2015, the Company issued common stock including restricted stock awards, as follows (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Stock issued to employees, executives and directors, net of cancellations 214,394 $ 15,082 $ 2.80–8.60 Stock issued in conjunction with product line expansion 150,000 1,198 7.99 Stock issued in conjunction with MusclePharm apparel rights acquisition 170,000 1,394 8.20 Stock issued in conjunction with attempted financing agreement 50,000 325 6.49 Stock issued in conjunction with consulting/endorsement agreement 55,189 320 5.30–5.85 Stock issued in conjunction with individual guaranty of debt 28,571 80 2.80 Total 668,154 $ 18,399 $ 2.80–8.60 For the year ended December 31, 2014, the Company issued common stock including restricted stock awards, as follows (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Conversion of series D preferred stock 263,000 $ 773 $ 2.94 BioZone acquisition (1) 1,200,000 8,833 8.20 Restricted stock awards issued for endorsement agreements 476,853 5,403 11.19–13.41 Stock-based compensation 2,796,743 10,931 6.55–13.63 Total 4,736,596 $ 25,940 $ 2.94–13.63 (1) Subsequently reduced by 350,000 shares returned to treasury with a value of $4.6 million. |
Treasury Stock Transactions Activity | The following table presents the Company’s treasury stock transactions for the years ended December 31, 2014 and 2013: Year Ended December 31, 2014 2013 Number of Weighted- Number of Weighted- Purchase of common stock in open market under the 2013 Stock Repurchase Plan 105,700 $ 13.44 120,000 $ 7.78 Settlement of common stock held in escrow during BioZone acquisition (1) 350,000 13.20 — — Exercise of repurchase rights for common stock held in escrow during BioZone acquisition (1) 250,000 10.00 — — Others — — 18,825 13.80 Total 705,700 $ 12.10 138,825 $ 8.60 (1) Returned to treasury. |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Restricted Stock Units Activity | The activity of restricted stock awards granted to employees, executives, and board members was as follows: Unvested Restricted Stock Awards Number of Weighted- Unvested balance – December 31, 2012 129,413 $ 3.48 Granted 1,569,363 10.97 Vested (306,637 ) 9.95 Unvested balance – December 31, 2013 1,392,139 10.50 Granted 1,404,604 12.47 Vested (164,756 ) 6.33 Unvested balance – December 31, 2014 2,631,987 11.67 Granted 299,828 4.25 Vested (1,805,816 ) 10.54 Cancelled (100,000 ) 4.29 Unvested balance – December 31, 2015 1,025,999 12.34 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss Per Share | The following table sets forth the computation of the Company’s basic and diluted net loss per share for the periods presented (in thousands, except share and per share data): Year Ended December 31, 2015 2014 2013 Net loss $ (51,858 ) $ (13,832 ) $ (17,718 ) Weighted-average common shares used in computing net loss per share, basic and diluted 13,621,255 11,038,761 7,193,784 Net loss per share, basic and diluted $ (3.81 ) $ (1.25 ) $ (2.46 ) |
Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: Year Ended December 31, 2015 2014 2013 Stock options (exercise price - $425/share) — 472 472 Warrants (exercise price - $4 - $1,275/share) 100,000 100,089 263,089 Unvested restricted stock 1,025,999 2,631,987 1,392,139 Convertible note (exercise price - $2.30/share) 2,608,695 — — Total common stock equivalents 3,734,694 2,732,548 1,655,700 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Provision for Income Taxes | The components of loss before provision for income taxes for the years ended December 31, 2015 and 2014 are as follows (in thousands): Year Ended December 31, 2015 2014 Domestic $ (52,060 ) $ (13,921 ) Foreign 307 122 Loss before provision for income taxes $ (51,753 ) $ (13,799 ) |
Schedule of Deferred Tax Assets and Liabilities | The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2015 and 2014, are as follows (in thousands): As of December 31, 2015 2014 Deferred tax assets: Net operating loss carryforwards $ 29,796 $ 16,224 Other 5,142 771 Gross deferred tax assets 34,938 16,995 Valuation allowance (30,834 ) (12,516 ) Net deferred tax assets 4,104 4,479 Deferred tax liability Stock-based compensation (2,370 ) (2,688 ) Intangibles (1,734 ) (1,791 ) Gross deferred tax liabilities (4,104 ) (4,479 ) Net deferred tax assets $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision for the years ended December 31, 2015, 2014 and 2013 includes the following (in thousands): Year Ended December 31, 2015 2014 2013 Current income tax expense: Federal $ — $ — $ — State 93 7 10 Foreign 12 26 105 105 33 115 Deferred income tax provision: Federal — — — State — — Foreign — — — — — Provision for income taxes, net $ 105 $ 33 $ 115 |
Tax Expense Differences From Expected Tax Expenses | The income tax provision differs from those computed using the statutory federal tax rate of 34% due to the following (in thousands): Year Ended December 31, 2015 2014 2013 Expected provision at statutory federal rate $ (17,596 ) $ (4,692 ) $ (5,985 ) State tax — net of federal benefit 74 5 757 Foreign income/losses taxed at different rates (43 ) (10 ) (30 ) Bargain purchase gain — (1,790 ) — Derivative liability — (127 ) 1,683 Stock-based compensation 56 1,209 2,043 Other (125 ) (21 ) 438 Change in valuation allowance 17,739 5,459 1,209 Income tax expense $ 105 $ 33 $ 115 |
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits ("UTB's") | A reconciliation of the beginning and ending amount of unrecognized tax benefits (“UTB’s”) is as follows (in thousands): Gross UTB’s as of December 31, 2014 $ — Additions for tax positions taken in a prior year (66 ) Additions for tax positions taken in the current year (75 ) Gross UTB’s as of December 31, 2015 $ (141 ) |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Revenue, Net by Geographic Area | Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): Year Ended December 31, 2015 2014 2013 Revenue, net United States $ 120,598 $ 110,514 $ 76,750 International 46,260 66,875 34,128 Total revenue, net $ 166,858 $ 177,389 $ 110,878 |
Description of Business and B46
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | |
Schedule Of Description Of Business [Line Items] | |||||
Accumulated deficit | $ (147,517,000) | $ (95,659,000) | |||
Principal amount of promissory note | $ 4,000,000 | ||||
Proceed from issuance of convertible note | 6,000,000 | ||||
Cash | 7,081,000 | 1,020,000 | $ 5,412,000 | ||
Working capital deficit | 20,000,000 | ||||
Total liabilities | $ 73,849,000 | $ 42,976,000 | |||
ANB Bank [Member] | |||||
Schedule Of Description Of Business [Line Items] | |||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | ||||
Principal amount of promissory note | $ 4,000,000 |
Summary of Significant Accoun47
Summary of Significant Accounting Policies - Customer Concentration Risk Percentage (Detail) - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Sales Revenue, Net [Member] | Costco [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 20.00% | 15.00% | |
Sales Revenue, Net [Member] | Bodybuilding.com [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | 14.00% | 25.00% |
Sales Revenue, Net [Member] | GNC [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | ||
Sales Revenue, Net [Member] | Europa [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | ||
Accounts Receivable [Member] | Costco [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 18.00% | 22.00% | |
Accounts Receivable [Member] | Bodybuilding.com [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% | ||
Accounts Receivable [Member] | GNC [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 10.00% | ||
Accounts Receivable [Member] | Europa [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 11.00% |
Summary of Significant Accoun48
Summary of Significant Accounting Policies - Customer Concentration Risk Percentage (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Regulatory Assets [Abstract] | |
Concentration Risk, Description | Represents less than 10% of revenue, net or accounts receivable, net. |
Summary of Significant Accoun49
Summary of Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Detail) - Supplier Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Capstone Nutrition [Member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 59.00% | 44.00% | 67.00% |
Nutra Blend [Member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 25.00% | 50.00% | 32.00% |
Bakery Barn [Member] | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 11.00% |
Summary of Significant Accoun50
Summary of Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Bakery Barn [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Concentration Risk, Percentage | 10.00% |
Summary of Significant Accoun51
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Cash Equivalents | $ 0 | $ 0 | |
Prepaid stock compensation write down | 5,400,000 | ||
Prepaid sponsorship and endorsement fees write down | 826,000 | ||
Prepaid expenses related to abandoned arrangements with certain vendors wrote down | 155,000 | ||
Sales returns and discounts | $ 29,500,000 | $ 28,200,000 | $ 17,400,000 |
Discounts and returns as a percentage of sales | 15.00% | 14.00% | 14.00% |
Recognized Income Tax Positions Percentage | 50.00% | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $ 0 | $ 0 | $ 0 |
Summary of Significant Accoun52
Summary of Significant Accounting Policies - Schedule of Accounts Receivable, Net of Allowance (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | ||||
Accounts receivable | $ 26,057 | $ 18,665 | ||
Less: allowance for discounts | (3,707) | (1,862) | $ (1,060) | $ (1,089) |
Less: allowance for doubtful accounts | (347) | (159) | $ (29) | $ (25) |
Accounts receivable, net | $ 22,003 | $ 16,644 |
Summary of Significant Accoun53
Summary of Significant Accounting Policies - Schedule of Allowances for Discount (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Allowance for discount, beginning balance | $ 1,862 | $ 1,060 | $ 1,089 |
Charges against revenues | 29,525 | 28,200 | 17,441 |
Utilization of sales return reserve | (27,680) | (27,398) | (17,470) |
Allowance for discount, ending balance | $ 3,707 | $ 1,862 | $ 1,060 |
Summary of Significant Accoun54
Summary of Significant Accounting Policies - Schedules of Allowances for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts, beginning balance | $ 159 | $ 29 | $ 25 |
Provision for doubtful accounts | 219 | 201 | 242 |
Recoveries | 1 | ||
Deductions (write-offs) | (27) | (70) | (239) |
Foreign currency translation adjustment | (4) | (1) | |
Allowance for doubtful accounts, ending balance | $ 347 | $ 159 | $ 29 |
Summary of Significant Accoun55
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2015 | |
Furniture, Fixtures and Equipment [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Furniture, Fixtures and Equipment [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 7 years |
Leasehold Improvements [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Leasehold Improvements | Lesser of estimated useful life or remaining lease term |
Manufacturing and Lab Equipment [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Manufacturing and Lab Equipment [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 5 years |
Vehicles [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Vehicles [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 5 years |
Displays [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 5 years |
Website [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Fair Value of Financial Instr56
Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||
Fair value of financial assets on recurring basis | $ 0 | $ 0 |
Fair value of financial liabilities on recurring basis | $ 0 | $ 0 |
Fair Value of Financial Instr57
Fair Value of Financial Instruments - Summary of Marketable Securities and Related Warrants (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Oct. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance | $ 379 | ||
Fair value of purchased convertible notes on purchase date | $ 3,653 | ||
Premium on purchase date | 45 | ||
Discount for value of issuer warrants and conversion option | (1,424) | ||
Accretion of discount | 15 | 1,409 | |
Conversion of principal | (1,000) | ||
Repayments received | (275) | (1,000) | |
Sale of instruments | (215) | (1,250) | |
Realized gain on sale | 96 | 2 | |
Unrealized loss | (56) | ||
Balance | 379 | ||
Biozone Convertible Note [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of purchased convertible notes on purchase date | 1,955 | ||
Premium on purchase date | 45 | ||
Discount for value of issuer warrants and conversion option | (1,248) | ||
Accretion of discount | 1,248 | ||
Conversion of principal | $ (1,000) | (1,000) | |
Repayments received | (1,000) | ||
Biozone Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Fair value of purchased convertible notes on purchase date | 1,248 | ||
Sale of instruments | (1,250) | ||
Realized gain on sale | 2 | ||
Fuse Convertible Note [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance | 260 | ||
Fair value of purchased convertible notes on purchase date | 275 | ||
Discount for value of issuer warrants and conversion option | (176) | ||
Accretion of discount | 15 | 161 | |
Repayments received | (275) | ||
Balance | 260 | ||
Fuse Warrants [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Balance | 119 | ||
Fair value of purchased convertible notes on purchase date | 175 | ||
Sale of instruments | (215) | ||
Realized gain on sale | $ 96 | ||
Unrealized loss | (56) | ||
Balance | $ 119 |
Fair Value of Financial Instr58
Fair Value of Financial Instruments - Summary of Financial Liabilities (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value Disclosures [Abstract] | ||
Balance | $ 1,147 | |
Fair value mark to market adjustment for equity instruments and warrants | (374) | |
Fair value at the commitment date for equity instruments | $ 8,175 | |
Conversion instruments exercised | (773) | |
Fair value at the commitment date for warrants issued | 97 | |
Fair value mark to market adjustment for equity instruments | 4,796 | |
Fair value mark to market adjustment for warrants | 58 | |
Conversion instruments exercised or settled | $ (773) | (11,979) |
Balance | $ 1,147 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) | Jan. 02, 2014USD ($)Building$ / sharesshares | Oct. 31, 2014USD ($)shares | Dec. 31, 2015shares | Dec. 31, 2014USD ($)shares | Dec. 31, 2013USD ($)shares |
Business Acquisition [Line Items] | |||||
Total purchase price allocation | $ | $ 7,110,000 | ||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | $ | 444,000 | ||||
Net contingent asset | $ | $ 1,500,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 1,200,000 | ||||
Escrow Period | 9 months | ||||
Business Acquisition, Share Price | $ / shares | $ 10 | ||||
Number of Treasury Shares, Acquired | 0 | ||||
Bargain Purchase Gain | $ | $ 3,686,000 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ | $ 3,921,000 | $ 1,037,000 | |||
Number of Leased Buildings Related to Gain on Settlement | Building | 1 | ||||
Former Gain Contingency, Recognized in Current Period | $ | $ 1,600,000 | ||||
Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 170,000 | 850,000 | |||
Number of Treasury Shares, Acquired | 138,825 | ||||
Exercise of Repurchase Rights for Common Stock Held in Escrow [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Treasury Shares, Acquired | 250,000 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ | $ 2,500,000 | ||||
Seller [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 600,000 | ||||
Escrow [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 600,000 | ||||
Escrow [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Treasury Shares, Acquired | 600,000 | ||||
Biozone Pharmaceuticals Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Bargain Purchase Gain | $ | $ 3,700,000 | ||||
Settlement of Common Stock Held in Escrow [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Treasury Shares, Acquired | 350,000 |
Acquisition - Schedule Fair Val
Acquisition - Schedule Fair Value of Assets Acquired and Liabilities Assumed (Detail) $ in Thousands | Jan. 02, 2014USD ($) |
Net Tangible Assets | |
Current assets | $ 3,183 |
Property and equipment | 1,859 |
Liabilities assumed | (1,379) |
Total net tangible assets acquired | 3,663 |
Identified Intangible Assets | |
Total identified intangible assets acquired | 7,133 |
Bargain purchase gain | (3,686) |
Total purchase price allocation | 7,110 |
Customer Relationships [Member] | |
Identified Intangible Assets | |
Total identified intangible assets acquired | 3,130 |
Technology [Member] | |
Identified Intangible Assets | |
Total identified intangible assets acquired | 2,158 |
Brand [Member] | |
Identified Intangible Assets | |
Total identified intangible assets acquired | 1,776 |
Non-Compete Agreements [Member] | |
Identified Intangible Assets | |
Total identified intangible assets acquired | $ 69 |
Acquisition - Schedule of Busin
Acquisition - Schedule of Business Acquisition, Pro Forma Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2013USD ($) | |
Business Combinations [Abstract] | |
Pro forma revenue, net | $ 119,120 |
Pro forma loss from operations | (19,031) |
Pro forma net loss | $ (22,576) |
Capstone Nutrition Agreements -
Capstone Nutrition Agreements - Additional Information (Detail) - USD ($) | Mar. 02, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Jul. 15, 2014 |
Business Acquisition [Line Items] | ||||
Contractual obligation | $ 34,765,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | ||
Investment Warrants, Exercise Price | $ 11.90 | |||
Amortization period of expense | 6 years 6 months | |||
Capstone Claims [Member] | ||||
Business Acquisition [Line Items] | ||||
Loss contingency damage sought value | $ 22,000,000 | |||
Loss contingency damage sought value by company | 13,500,000 | |||
Capstone [Member] | ||||
Business Acquisition [Line Items] | ||||
Contractual obligation | $ 2,500,000 | |||
Contribution toward Capstone Facility Build | 2,500,000 | |||
I N I [Member] | ||||
Business Acquisition [Line Items] | ||||
Percentage ownership interest agreed to purchase | 19.90% | |||
Investment Warrants, Exercise Price | $ 0.01 | |||
Aggregate enterprise value | $ 200,000,000 | |||
I N I [Member] | Common Class B [Member] | ||||
Business Acquisition [Line Items] | ||||
Common stock, par value | $ 0.001 | |||
Long-Term Investments [Member] | ||||
Business Acquisition [Line Items] | ||||
Recorded value of Asset | 977,000 | |||
Prepaid Expenses and Other Current Assets [Member] | ||||
Business Acquisition [Line Items] | ||||
Prepaid expenses and other assets | $ 1,500,000 |
Purchased Convertible Notes a63
Purchased Convertible Notes and Issuer Warrants - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2014 | Jan. 31, 2014 | Nov. 30, 2013 | Oct. 31, 2013 | Aug. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 15, 2014 | |
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 100,000 | ||||||||
Investment Warrants, Exercise Price | $ 11.90 | ||||||||
Premium on purchase date | $ 45,000 | ||||||||
Conversation of convertible debt and accrued interest for common stock | 1,000,000 | ||||||||
Repayments of notes | $ 1,051,000 | ||||||||
Marketable Securities, Realized Gain (Loss), Total | $ 96,000 | 2,000 | |||||||
Conversion option at renewal Debt Securities Converted | $ 207,000 | ||||||||
Convertible Note [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Premium on purchase date | 45,000 | ||||||||
Discount for value of derivative instrument | $ 1,200,000 | ||||||||
Convertible Note [Member] | Secured Convertible Promissory Note [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Debt Instrument, Maturity Term | 1 year | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 10,000,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.20 | ||||||||
Restriction on beneficial ownership limitation, Percentage of common stock outstanding upon conversion | 4.99% | ||||||||
Biozone Warrants [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 4.99% | ||||||||
Payments to Acquire Trading Securities Held-for-investment | $ 1,300,000 | $ 1,200,000 | |||||||
Marketable securities premium on purchase date | $ 45,000 | ||||||||
Fair value assumption, investment warrants Exercise price | $ 0.40 | ||||||||
Fair value assumption, warrants expiration term | 10 years | ||||||||
Fair value assumptions, weighted average volatility rate | 70.00% | ||||||||
Biozone Warrants [Member] | Secured Convertible Promissory Note [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 10,000,000 | ||||||||
Investment Warrants, Exercise Price | $ 0.40 | ||||||||
Class of Warrant Expiration Term | 10 years | ||||||||
Biozone Convertible Note [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,000,000 | ||||||||
Premium on purchase date | 45,000 | ||||||||
Conversation of convertible debt and accrued interest for common stock | $ 1,000,000 | 1,000,000 | |||||||
Repayments of notes | 1,000,000 | ||||||||
Repayment Of Accrued Interest | 33,000 | ||||||||
Marketable Securities, Realized Gain (Loss), Total | $ 14,000 | ||||||||
Fuse Convertible Note [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Discount for value of derivative instrument | $ 2,000 | ||||||||
Note Discount Not Yet Accreted | 10,000 | ||||||||
Fuse Convertible Note [Member] | Secured Convertible Promissory Note [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Debt Instrument, Maturity Term | 90 days | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,076,923 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ 0.02 | $ 0.065 | |||||||
Restriction on beneficial ownership limitation, Percentage of common stock outstanding upon conversion | 9.99% | ||||||||
Purchase of secured convertible promissory note | $ 200,000 | ||||||||
Debt Instrument Additional Fund Amount | $ 75,000 | ||||||||
Notes, Loans and Financing Receivable, Net, Current, Total | $ 275,000 | ||||||||
Common shares issuable upon conversion of convertible note | 13,750,000 | ||||||||
Debt Instrument Maturity Date | Jan. 3, 2019 | ||||||||
Fuse Warrants [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Payments to Acquire Trading Securities Held-for-investment | $ 175,000 | ||||||||
Sale Of Convertible Notes And Warrants | $ 215,000 | ||||||||
Fuse Warrants [Member] | Secured Convertible Promissory Note [Member] | |||||||||
Schedule of Available-for-sale Securities [Line Items] | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,165,750 | ||||||||
Investment Warrants, Exercise Price | $ 0.065 | ||||||||
Class of Warrant Expiration Term | 5 years |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Jul. 01, 2013 | |
Balance Sheet Components [Line Items] | |||||
Other Inventory, Purchased Goods, Gross | $ 4,700,000 | ||||
Inventory write down related to corporate restructuring | $ 2,942,000 | ||||
Depreciation and amortization expense | 1,800,000 | $ 1,300,000 | $ 709,000 | ||
Write-off of long-lived assets related to the abandonment of certain lease facilities | 406,000 | ||||
Amortization of intangible assets | 1,055,000 | 698,000 | $ 0 | ||
Reduction in amortized expense from cumulative adjustment to amortization of intangible assets | $ 430,000 | ||||
Writedown of Inventory [Member] | |||||
Balance Sheet Components [Line Items] | |||||
Inventory write down related to corporate restructuring | $ 2,592,000 | $ 2,592,000 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory, Net [Abstract] | ||
Raw materials | $ 1,385 | $ 1,169 |
Work-in-process | 22 | 101 |
Finished goods | 11,142 | 19,799 |
Inventory | $ 12,549 | $ 21,069 |
Balance Sheet Components - Sc66
Balance Sheet Components - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 10,653 | $ 10,437 |
Less: accumulated depreciation and amortization | (3,960) | (2,632) |
Property and equipment, net | 6,693 | 7,805 |
Furniture, Fixtures and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,621 | 4,041 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,227 | 2,298 |
Manufacturing and Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,659 | 1,388 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,146 | 470 |
Displays [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 483 | 488 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 463 | 241 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 54 | $ 1,511 |
Balance Sheet Components - Sc67
Balance Sheet Components - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 10,364 | $ 7,772 |
Finite-Lived Intangible Assets, Accumulated Amortization | (1,712) | (698) |
Finite-Lived Intangible Assets, Net, Total | 8,652 | 7,074 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,130 | 3,130 |
Finite-Lived Intangible Assets, Accumulated Amortization | (417) | (209) |
Finite-Lived Intangible Assets, Net, Total | $ 2,713 | $ 2,921 |
Finite-Lived Intangible Asset, Useful Life | 15 years | 15 years |
Non-Compete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 69 | $ 69 |
Finite-Lived Intangible Assets, Accumulated Amortization | $ (69) | (35) |
Finite-Lived Intangible Assets, Net, Total | $ 34 | |
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,158 | $ 2,211 |
Finite-Lived Intangible Assets, Accumulated Amortization | (540) | (293) |
Finite-Lived Intangible Assets, Net, Total | $ 1,618 | $ 1,918 |
Finite-Lived Intangible Asset, Useful Life | 8 years | 7 years 10 months 24 days |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 933 | $ 518 |
Finite-Lived Intangible Assets, Accumulated Amortization | (133) | (20) |
Finite-Lived Intangible Assets, Net, Total | $ 800 | $ 498 |
Finite-Lived Intangible Asset, Useful Life | 6 years 8 months 12 days | 4 years 6 months |
Brand [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 4,020 | $ 1,776 |
Finite-Lived Intangible Assets, Accumulated Amortization | (522) | (118) |
Finite-Lived Intangible Assets, Net, Total | $ 3,498 | $ 1,658 |
Finite-Lived Intangible Asset, Useful Life | 10 years 6 months | 15 years |
Domain Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 54 | $ 68 |
Finite-Lived Intangible Assets, Accumulated Amortization | (31) | (23) |
Finite-Lived Intangible Assets, Net, Total | $ 23 | $ 45 |
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years |
Balance Sheet Components - Sc68
Balance Sheet Components - Schedule of Estimated Future Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,016 | $ 1,080 | |
2,017 | 1,071 | |
2,018 | 1,063 | |
2,019 | 1,061 | |
2,020 | 1,032 | |
Thereafter | 3,345 | |
Finite-Lived Intangible Assets, Net, Total | $ 8,652 | $ 7,074 |
Other (Expense) Income, Net - O
Other (Expense) Income, Net - Other (Expense) Income, Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Other (expense) income, net | |||
Interest income | $ 223 | $ 1,442 | |
Interest expense | $ (779) | (201) | (783) |
Derivative expense | (97) | ||
Change in fair value of derivative liabilities | 374 | (4,854) | |
Gain on settlement of accounts payable and debt | 31 | 574 | |
Gain (loss) on purchased convertible notes | (386) | 445 | |
Bargain purchase gain and contingent asset gain on BioZone acquisition | 5,265 | ||
Foreign currency transaction gain (loss) | (1,047) | 19 | (31) |
Other | 20 | 252 | (2) |
Total other (expense) income, net | $ (1,806) | $ 5,577 | $ (3,306) |
Debt - Schedule of Long Term De
Debt - Schedule of Long Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Revolving line of credit | $ 3,000 | $ 8,000 |
Term loan | 2,949 | |
Convertible note | 5,952 | |
Other | 21 | 46 |
Total debt | 11,922 | 8,046 |
Less: current portion | (5,970) | $ (8,046) |
Long term debt | $ 5,952 |
Debt - Additional Information (
Debt - Additional Information (Detail) | Oct. 09, 2015USD ($)shares | Oct. 31, 2015USD ($)shares | Feb. 28, 2015USD ($)Installments | Sep. 30, 2014USD ($) | Dec. 31, 2015USD ($)$ / shares | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | ||||||
Line of credit | $ 3,000,000 | $ 8,000,000 | ||||
Principal amount of promissory note | $ 4,000,000 | |||||
Term loan outstanding borrowings | 2,949,000 | |||||
Term loan and line of credit outstanding | 11,922,000 | $ 8,046,000 | ||||
Convertible note | $ 5,952,000 | |||||
ANB Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | |||||
Line of Credit Facility, Expiration Date | Sep. 30, 2017 | |||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||||
Line of Credit Facility, Interest Rate Description | Prime rate plus 2% | |||||
Line of credit | $ 3,000,000 | |||||
Principal amount of promissory note | $ 4,000,000 | |||||
Interest on convertible note | 5.25% | 8.00% | ||||
Number of installments | Installments | 36 | |||||
Debt Instrument Maturity Date | Feb. 28, 2018 | |||||
Term loan outstanding borrowings | $ 2,900,000 | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2.30 | |||||
Debt Instrument, Defaulted Interest Rate, Stated Percentage | 10.00% | |||||
Debt instrument, maturity period | 2017-01 | |||||
Debt discount upon issuance of the convertible note | $ 52,000 | |||||
ANB Bank [Member] | Loan Modification Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt Instrument Maturity Date | Jan. 15, 2016 | Jan. 15, 2016 | ||||
Term loan and line of credit outstanding | $ 6,200,000 | $ 6,200,000 | ||||
ANB Bank [Member] | Interim Chief Executive Officer, President and Chairman [Member] | Loan Modification Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stock issued to chairman of the board of directors, shares | shares | 28,571 | 28,571 | ||||
Stock issued to chairman of the board of directors, value | $ 80,000 | $ 80,000 | ||||
ANB Bank [Member] | Interim Chief Executive Officer, President and Chairman [Member] | Executive Chairman of Board of Directors Convertible Secured Promissory Note Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible note | $ 6,000,000 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | $ 21,200 | |||
Restructuring charges to be paid in cash | 9,149 | |||
Restructuring charges related to write-down of inventory | 2,942 | |||
Employee stock based compensation | 2,730 | |||
Total other charges | 9,494 | |||
Purchase Commitment [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges related to write-down of inventory | $ 350 | |||
Restricted Stock [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of restricted stock vested | 1,805,816 | 164,756 | 306,637 | |
Cost of Revenue [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | $ 2,900 | |||
Operating Expenses [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and other charges | 18,300 | |||
Employee Severance Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges to be paid in cash | $ 1,353 | |||
Employee Severance Costs [Member] | Restricted Stock [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Number of restricted stock vested | 657,310 | |||
Contract Termination Costs [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges to be paid in cash | $ 6,979 | |||
Abandoned Leased Facilities [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges to be paid in cash | 467 | |||
Writedown of Inventory [Member] | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges related to write-down of inventory | $ 2,592 | $ 2,592 |
Restructuring - Schedule of Pro
Restructuring - Schedule of Provision of Restructuring and Accrued Restructuring Charges (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Expensed | $ 9,149 |
Cash payments | (1,850) |
Reclassification from accounts payable to cancellation of certain contracts and sponsorship agreements | 2,120 |
Balance as of December 31, 2015 | 9,419 |
Employee Severance Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expensed | 1,353 |
Cash payments | (845) |
Balance as of December 31, 2015 | 508 |
Contract Termination Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expensed | 6,979 |
Cash payments | (949) |
Reclassification from accounts payable to cancellation of certain contracts and sponsorship agreements | 2,120 |
Balance as of December 31, 2015 | 8,150 |
Purchase Commitment of Discontinued Inventories Not Yet Received [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expensed | 350 |
Balance as of December 31, 2015 | 350 |
Abandoned Leased Facilities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Expensed | 467 |
Cash payments | (56) |
Balance as of December 31, 2015 | $ 411 |
Restructuring - Schedule of Res
Restructuring - Schedule of Restructuring Charges (Detail) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Restructuring and Related Activities [Abstract] | |
Employee stock-based compensation | $ 2,730,000 |
Write-down of prepaid stock compensation related to terminated endorsement agreements | 5,377,000 |
Write-down of prepaid assets related to terminated sponsorship agreements, discontinued products and abandoned other arrangements | 981,000 |
Write-off of long-lived assets related to the abandonment of certain lease facilities | 406,000 |
Total other charges | $ 9,494,000 |
Restructuring - Schedule of Fut
Restructuring - Schedule of Future Payments Under The Restructuring Plan (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Restructuring Cost and Reserve [Line Items] | |
2,016 | $ 9,140 |
2,017 | 100 |
2,018 | 85 |
2,019 | 87 |
2,020 | 7 |
Total | 9,419 |
Contract Termination Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
2,016 | 8,150 |
Total | 8,150 |
Purchase Commitment of Discontinued Inventories Not Yet Received [Member] | |
Restructuring Cost and Reserve [Line Items] | |
2,016 | 350 |
Total | 350 |
Employee Severance Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
2,016 | 508 |
Total | 508 |
Abandoned Leased Facilities [Member] | |
Restructuring Cost and Reserve [Line Items] | |
2,016 | 132 |
2,017 | 100 |
2,018 | 85 |
2,019 | 87 |
2,020 | 7 |
Total | $ 411 |
Derivative Liabilities - Additi
Derivative Liabilities - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Derivative liability | $ 0 | $ 0 | ||
Reclassified additional paid-in capital | $ 773,000 | |||
Warrants Issued To Purchase of Common Stock | 0 | 0 | 40,000 | |
Series D Preferred Stock [Member] | ||||
Derivative Instruments and Hedging Activities Disclosures [Line Items] | ||||
Sale of convertible preferred stock | 1,500,000 | |||
Proceeds from sale of preferred stock | $ 12,000,000 |
Derivative Liabilities - Schedu
Derivative Liabilities - Schedule of Derivative Liabilities Fair Value Assumptions at Commitment and Re-Measurement Date (Detail) - Series D Embedded Derivative [Member] | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitment Date [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value assumption, warrants expiration term | 1 year | 1 year |
Expected volatility | 120.00% | 120.00% |
Risk-free interest rate | 0.14% | 0.14% |
Dividend yield | 0.00% | 0.00% |
Re Measurement Date [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value assumption, warrants expiration term | 1 year | 1 year |
Expected volatility | 47.00% | 47.00% |
Risk-free interest rate | 0.13% | 0.13% |
Dividend yield | 0.00% | 0.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||
Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)Vehicle | Dec. 31, 2014USD ($)Vehicle | Dec. 31, 2013USD ($) | |
Commitment And Contingencies [Line Items] | ||||
Operating Lease Expire Term | 2,029 | |||
Operating Leases, Rent Expense, Net | $ 1,600,000 | $ 1,300,000 | $ 608,000 | |
Capital Lease Expire Term | 2019-05 | |||
Capital Leases, Balance Sheet, Assets by Major Class, Net, Total | $ 865,000 | 356,000 | ||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 126,000 | 32,000 | ||
Capital lease - short term | 186,000 | 118,000 | ||
Capital Lease Obligations, Noncurrent | 330,000 | 146,000 | ||
Contractual Obligation, fair value | $ 34,800,000 | |||
Lease expiration term | 2,022 | |||
Capstone Claims [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Loss contingency damage sought value | $ 22,000,000 | |||
Loss contingency damage sought value by company | 13,500,000 | |||
ETW Corp. Claims [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Loss contingency damage sought value | 7,000,000 | |||
2014 Lease Agreement [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | $ 90,000 | |||
Fleet Lease Program [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1.8 | |||
Number of vehicles acquired under capital lease | Vehicle | 21 | |||
Fleet Lease Program [Member] | Maximum [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Number of vehicles for lease | Vehicle | 50 | |||
Vehicles [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Original cost of property acquired under capital lease | $ 670,000 | |||
Securities And Exchange Commission [Member] | ||||
Commitment And Contingencies [Line Items] | ||||
Final settlement with the SEC | $ 700,000 | |||
Penalty amount paid into escrow | $ 400,000 |
Commitments and Contingencies79
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Year Ending December 31, | |
2,016 | $ 1,064 |
2,017 | 854 |
2,018 | 868 |
2,019 | 708 |
2,020 | 431 |
Thereafter | 2,381 |
Total minimum lease payments | $ 6,306 |
Commitments and Contingencies80
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Parenthetical) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Leases Future Minimum Payments [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 1,600,000 | $ 1,300,000 | $ 608,000 |
Restructuring Charges [Member] | |||
Leases Future Minimum Payments [Line Items] | |||
Operating Leases, Rent Expense, Net | $ 500,000 |
Commitments and Contingencies81
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Capital Leases (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,016 | $ 210 |
2,017 | 165 |
2,018 | 129 |
2,019 | 56 |
Total minimum lease payments | 560 |
Less amounts representing interest | (44) |
Present value of minimum lease payments | $ 516 |
Commitments and Contingencies82
Commitments and Contingencies - Contractual Obligation, Fiscal Year Maturity Schedule (Detail) $ in Thousands | Dec. 31, 2015USD ($) |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2,016 | $ 7,954 |
2,017 | 4,988 |
2,018 | 5,004 |
2,019 | 5,152 |
2,020 | 5,000 |
Thereafter | 6,667 |
Contractual Obligation, Total | 34,765 |
Endorsement [Member] | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2,016 | 2,852 |
2,017 | 2,594 |
2,018 | 2,500 |
2,019 | 4,167 |
2,020 | 5,000 |
Thereafter | 6,667 |
Contractual Obligation, Total | 23,780 |
Sponsorship [Member] | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2,016 | 5,102 |
2,017 | 2,394 |
2,018 | 2,504 |
2,019 | 985 |
Contractual Obligation, Total | $ 10,985 |
Common Stock and Stockholders83
Common Stock and Stockholders' (Deficit) Equity - Schedule of Stockholders Equity (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jan. 02, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Class of Stock [Line Items] | ||||
Stock issued in conjunction with acquisition, Quantity | 1,200,000 | |||
Stock issued in conjunction with product line expansion, Valuation | $ 1,198 | |||
Stock issued in conjunction with attempted financing agreement, Valuation | 325 | |||
Stock issued in conjunction with consulting/endorsement agreement, Valuation | 320 | |||
Biozone Asset Acquisition [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued in conjunction with acquisition, Valuation | $ 8,833 | |||
Muscle Pharm Apparel [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued in conjunction with acquisition, Valuation | $ 1,394 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Restricted stock awards issued for endorsement agreements, Quantity | 476,853 | |||
Stock issued to employees, executives and directors, net of cancellations, Quantity | 214,394 | 2,796,743 | 2,514,045 | |
Stock issued in conjunction with product line expansion, Quantity | 150,000 | |||
Total, Quantity | 668,154 | 4,736,596 | ||
Stock issued in conjunction with acquisition, Quantity | 170,000 | 850,000 | ||
Restricted stock awards issued for endorsement agreements, Valuation | $ 5,403 | |||
Stock issued in conjunction with attempted financing agreement, Quantity | 50,000 | |||
Stock-based compensation, Valuation | 10,931 | |||
Stock issued in conjunction with consulting/endorsement agreement, Quantity | 55,189 | |||
Stock issued in conjunction with individual guaranty of debt, Quantity | 28,571 | |||
Stock issued to employees, executives and directors, net of cancellations, Valuation | $ 15,082 | |||
Stock issued in conjunction with product line expansion, Valuation | 1,198 | |||
Stock issued in conjunction with attempted financing agreement, Valuation | 325 | |||
Stock issued in conjunction with consulting/endorsement agreement, Valuation | 320 | |||
Stock issued in conjunction with individual guaranty of debt, Valuation | 80 | |||
Total, Valuation | $ 18,399 | $ 25,940 | ||
Stock issued in conjunction with product line expansion, Range of Value per Share | $ 7.99 | |||
Stock issued in conjunction with attempted financing agreement, Range of Value per Share | 6.49 | |||
Stock issued in conjunction with individual guaranty of debt, Range of Value per Share | 2.80 | |||
Conversion of series D preferred stock, Quantity | 263,000 | 2,737,000 | ||
Conversion of series D preferred stock, Valuation | $ 773 | |||
Conversion of series D preferred stock, Range of Value per Share | $ 2.94 | |||
Common Stock [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Restricted stock awards issued for endorsement agreements, Range of Value per Share | 11.19 | |||
Stock issued to employees, executives and directors, net of cancellations, Range of Value per Share | 2.80 | 6.55 | ||
Stock issued in conjunction with consulting/endorsement agreement, Range of Value per Share | 5.30 | |||
Total, Range of Value per Share | 2.80 | 2.94 | ||
Common Stock [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Restricted stock awards issued for endorsement agreements, Range of Value per Share | 13.41 | |||
Stock issued to employees, executives and directors, net of cancellations, Range of Value per Share | 8.60 | 13.63 | ||
Stock issued in conjunction with consulting/endorsement agreement, Range of Value per Share | 5.85 | |||
Total, Range of Value per Share | $ 8.60 | $ 13.63 | ||
Common Stock [Member] | Biozone Asset Acquisition [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued in conjunction with acquisition, Quantity | 1,200,000 | |||
Stock issued in conjunction with acquisition, Valuation | $ 8,833 | |||
Stock issued in conjunction with acquisition, Range of Value per Share | $ 8.20 | |||
Common Stock [Member] | Muscle Pharm Apparel [Member] | ||||
Class of Stock [Line Items] | ||||
Stock issued in conjunction with acquisition, Quantity | 170,000 | |||
Stock issued in conjunction with acquisition, Valuation | $ 1,394 | |||
Stock issued in conjunction with acquisition, Range of Value per Share | $ 8.20 |
Common Stock and Stockholders84
Common Stock and Stockholders' (Deficit) Equity - Schedule of Stockholders Equity (Parenthetical) (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ||||
Number of Treasury Shares, Acquired | 0 | |||
Treasury Stock, Value, Acquired, Cost Method | $ 3,921 | $ 1,037 | ||
Biozone Asset Acquisition [Member] | ||||
Class of Stock [Line Items] | ||||
Number of Treasury Shares, Acquired | 250,000 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Number of Treasury Shares, Acquired | 138,825 | |||
Settlement of Common Stock Held in Escrow [Member] | Common Stock [Member] | Biozone Asset Acquisition [Member] | ||||
Class of Stock [Line Items] | ||||
Number of Treasury Shares, Acquired | 350,000 | |||
Treasury Stock, Value, Acquired, Cost Method | $ 4,600 |
Common Stock and Stockholders85
Common Stock and Stockholders' (Deficit) Equity - Additional Information (Detail) - USD ($) | Dec. 10, 2013 | Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Stockholders Equity Disclosure [Line Items] | |||||
Number of Treasury Shares, Acquired | 0 | ||||
Treasury Stock, Value, Acquired, Cost Method | $ 3,921,000 | $ 1,037,000 | |||
Stock Repurchased During Period Per Share | $ 12.10 | $ 8.60 | |||
Common Shares Repurchased Value | $ 1,200,000 | ||||
Biozone Asset Acquisition [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Number of Treasury Shares, Acquired | 250,000 | ||||
Number of Treasury Shares, Acquired, Per Share | $ 10 | ||||
Common Stock [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Number of Treasury Shares, Acquired | 138,825 | ||||
Board Of Directors [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Stock Repurchased Maximum Value | $ 5,000,000 | ||||
Escrow [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Number of Treasury Shares, Acquired | 350,000 | ||||
Stock Repurchase Plan [Member] | |||||
Stockholders Equity Disclosure [Line Items] | |||||
Number of Treasury Shares, Acquired | 105,700 | 120,000 | |||
Treasury Stock, Value, Acquired, Cost Method | $ 1,400,000 | $ 934,000 | |||
Stock Repurchased During Period Per Share | $ 13.44 | $ 7.47 | |||
Common Shares Repurchased Value | $ 1 | ||||
Gain Loss On Repurchase Of Common Stock | $ 156,000 |
Common Stock and Stockholders86
Common Stock and Stockholders' (Deficit) Equity - Schedule of Treasury Stock Transactions Activity (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Equity, Class of Treasury Stock [Line Items] | ||||
Weighted-Average Purchase Price of Treasury Shares Acquired | $ 12.10 | $ 8.60 | ||
Number of Treasury Shares, Acquired | 0 | |||
Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of Treasury Shares, Acquired | 138,825 | |||
Number of Treasury Shares, Acquired | 705,700 | 138,825 | ||
Biozone Asset Acquisition [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of Treasury Shares, Acquired | 250,000 | |||
2013 Stock Repurchase Plan [Member] | Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Weighted-Average Purchase Price of Treasury Shares Acquired | $ 13.44 | $ 7.78 | ||
Number of Treasury Shares, Acquired | 105,700 | 120,000 | ||
Settlement of Common Stock Held in Escrow [Member] | Biozone Asset Acquisition [Member] | Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Weighted-Average Purchase Price of Treasury Shares Acquired | $ 13.20 | |||
Number of Treasury Shares, Acquired | 350,000 | |||
Exercise of Repurchase Rights for Common Stock Held in Escrow [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of Treasury Shares, Acquired | 250,000 | |||
Exercise of Repurchase Rights for Common Stock Held in Escrow [Member] | Biozone Asset Acquisition [Member] | Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Weighted-Average Purchase Price of Treasury Shares Acquired | $ 10 | |||
Number of Treasury Shares, Acquired | 250,000 | |||
Others [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Weighted-Average Purchase Price of Treasury Shares Acquired | $ 13.80 | |||
Others [Member] | Common Stock [Member] | ||||
Equity, Class of Treasury Stock [Line Items] | ||||
Number of Treasury Shares, Acquired | 18,825 |
Preferred stock - Additional In
Preferred stock - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 01, 2011Officersshares | Sep. 30, 2013shares | Feb. 28, 2013USD ($)$ / sharesshares | Dec. 31, 2015shares | Dec. 31, 2014shares | Dec. 31, 2013USD ($)shares |
Stockholders Equity Disclosure [Line Items] | ||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 11,304 | |||||
Preferred Stock, Shares Outstanding | 0 | 0 | ||||
Common Stock [Member] | ||||||
Stockholders Equity Disclosure [Line Items] | ||||||
Cash (in shares) | 1,191,332 | |||||
Series B Preferred Stock [Member] | ||||||
Stockholders Equity Disclosure [Line Items] | ||||||
Preferred stock, shares issued | 51 | |||||
Number of officers | Officers | 2 | |||||
Preferred Stock Share Retired | 51 | |||||
Series D Convertible Preferred Stock [Member] | ||||||
Stockholders Equity Disclosure [Line Items] | ||||||
Cash (in shares) | 1,500,000 | |||||
Conversion of debt (in shares) | 263,000 | 2,737,000 | ||||
Preferred stock, shares authorized | 1,600,000 | |||||
Preferred Shares Issued, Price Per Share | $ / shares | $ 8 | |||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $ | $ 12,000 | |||||
Preferred Stock, conversion basis | The Series D convertible preferred stock was convertible into two shares of common stock | |||||
Series D Convertible Preferred Stock [Member] | Common Stock [Member] | ||||||
Stockholders Equity Disclosure [Line Items] | ||||||
Conversion of debt (in shares) | 131,500 | 1,368,500 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) | Oct. 09, 2015 | Jul. 15, 2014 | Apr. 30, 2010 | Oct. 31, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | May. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Sep. 30, 2014 | Jul. 31, 2014 | Dec. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Restricted stock awards vesting period | 24 months | ||||||||||||||
Prepaid stock compensation write down | $ 5,400,000 | ||||||||||||||
Total consideration related to the acquisition of the Apparel in cash | 850,000 | ||||||||||||||
Share issued within ten days after each subsequent three month period term | $ 130,000 | $ 10,559,000 | |||||||||||||
Loan amount outstanding | $ 11,922,000 | 8,046,000 | |||||||||||||
Additional Paid-In Capital [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Share issued within ten days after each subsequent three month period term | $ 130,000 | 10,558,000 | |||||||||||||
Worldwide Apparel LLC [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Total consideration related to the acquisition of the Apparel in cash | $ 850,000 | ||||||||||||||
Business Acquisition Equity Interests Issued Or Issuable Number Of Shares Issued | 170,000 | ||||||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,400,000 | ||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | ||||||||||||||
Total cost of Apparel acquisition | $ 2,200,000 | ||||||||||||||
Energy Drink Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of restricted stock awards issued related to financing agreement | 150,000 | ||||||||||||||
Restricted stock awards grant date fair value | $ 1,200,000 | ||||||||||||||
Prepaid stock compensation amortization period | 10 years | ||||||||||||||
Prepaid stock compensation write down | $ 1,100,000 | ||||||||||||||
ETW Corp [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Restricted common stock issued | 446,853 | ||||||||||||||
Restricted stock, value | $ 5,000,000 | ||||||||||||||
Consulting Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Restricted common stock issued | 30,000 | ||||||||||||||
Restricted stock, value | $ 402,000 | ||||||||||||||
ANB Bank [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Debt Instrument Maturity Date | Feb. 28, 2018 | ||||||||||||||
ANB Bank [Member] | Loan Modification Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Loan amount outstanding | $ 6,200,000 | $ 6,200,000 | |||||||||||||
Debt Instrument Maturity Date | Jan. 15, 2016 | Jan. 15, 2016 | |||||||||||||
ANB Bank [Member] | Interim Chief Executive Officer, President and Chairman [Member] | Loan Modification Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Stock issued to chairman of the board of directors, shares | 28,571 | 28,571 | |||||||||||||
Stock issued to chairman of the board of directors, value | $ 80,000 | $ 80,000 | |||||||||||||
2010 Stock Incentive Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares issuable, maximum | 5,883 | ||||||||||||||
Stock options contractual term | 5 years | ||||||||||||||
Stock option plan, shares granted during period | 3,260 | ||||||||||||||
Fair value of options vested | $ 631,000 | ||||||||||||||
Stock options outstanding shares | 472 | ||||||||||||||
Exercise price of out standing per share value | $ 425 | ||||||||||||||
Share-based compensation arrangement by share-based payment award, options, exercises in period | 0 | ||||||||||||||
Share-based compensation arrangement by share-based payment award, expiration date | Dec. 31, 2015 | ||||||||||||||
Restricted Stock [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Restricted stock awards granted | $ 1,300,000 | $ 17,500,000 | $ 17,200,000 | ||||||||||||
Total unrecognized expense for unvested restricted stock awards | $ 8,500,000 | ||||||||||||||
Total unrecognized expense for unvested restricted stock awards, weighted average period (in years) | 3 years | ||||||||||||||
Stock compensation expense written-off | 3,800,000 | ||||||||||||||
Restricted Stock [Member] | Energy Drink Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Restricted stock awards vesting period | 3 years | ||||||||||||||
Restricted Stock Awards Issued Related to Financing Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of restricted stock awards issued related to financing agreement | 50,000 | ||||||||||||||
Restricted stock awards grant date fair value | $ 325,000 | ||||||||||||||
Restricted Stock Awards Issued Related to Consulting/Endorsement Agreement [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of restricted stock awards issued related to financing agreement | 50,000 | ||||||||||||||
Restricted stock awards grant date fair value | $ 28,000 | ||||||||||||||
Prepaid stock compensation write down | $ 268,000 | ||||||||||||||
Share issued within ten days after each subsequent three month period term | $ 25,000 | ||||||||||||||
Weighted average stock issuance prior period | 15 days | ||||||||||||||
Number of restricted stock awards issued related to consulting and endorsement agreement | 5,189 | ||||||||||||||
Restricted Stock Awards Issued Related to Consulting/Endorsement Agreement [Member] | Additional Paid-In Capital [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Restricted stock awards grant date fair value | $ 292,000 | ||||||||||||||
2015 Plan [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Number of shares issuable, maximum | 2,000,000 | ||||||||||||||
Exercise price of stock option description | Exercise price of stock options granted not be less or higher than 100% of the fair market value of a share of our common stock on the date of grant | ||||||||||||||
Percentage of shares not subject to vesting requirement | 5.00% | ||||||||||||||
Stock options contractual term | 10 years | ||||||||||||||
2015 Plan [Member] | Minimum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Amount limitation on tax deductibility for stock compensation paid | $ 1,000,000 | ||||||||||||||
2015 Plan [Member] | Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Amount limitation on tax deductibility for stock compensation paid | $ 1,500,000 | ||||||||||||||
Maximum number of shares that may be granted to any one participant | 350,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Shares, Unvested Beginning Balance | 2,631,987 | 1,392,139 | 129,413 |
Number of Shares, Granted | 299,828 | 1,404,604 | 1,569,363 |
Number of Shares, Vested | (1,805,816) | (164,756) | (306,637) |
Number of Shares, Cancelled | (100,000) | ||
Number of Shares, Unvested Ending Balance | 1,025,999 | 2,631,987 | 1,392,139 |
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance | $ 11.67 | $ 10.50 | $ 3.48 |
Weighted-Average Grant Date Fair Value, Granted | 4.25 | 12.47 | 10.97 |
Weighted-Average Grant Date Fair Value, Vested | 10.54 | 6.33 | 9.95 |
Weighted-Average Grant Date Fair Value, Cancelled | 4.29 | ||
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 12.34 | $ 11.67 | $ 10.50 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | |||
Noncash Contribution Expense | $ 18,000 | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 250,000 | $ 299,000 | $ 61,000 |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Basic and Diluted Net Loss Per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement [Abstract] | |||
Net loss | $ (51,858) | $ (13,832) | $ (17,718) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 13,621,255 | 11,038,761 | 7,193,784 |
Net loss per share, basic and diluted | $ (3.81) | $ (1.25) | $ (2.46) |
Net Loss per Share - Antidiluti
Net Loss per Share - Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,734,694 | 2,732,548 | 1,655,700 |
Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 472 | 472 | |
Warrant [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 100,000 | 100,089 | 263,089 |
Restricted Stock [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,025,999 | 2,631,987 | 1,392,139 |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,608,695 |
Net Loss per Share - Antidilu93
Net Loss per Share - Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share (Parenthetical) (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Option [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Net Income, Per Outstanding Unit, Amount | $ 425 | $ 425 | $ 425 |
Warrant [Member] | Minimum [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Net Income, Per Outstanding Unit, Amount | 4 | 4 | 4 |
Warrant [Member] | Maximum [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Net Income, Per Outstanding Unit, Amount | 1,275 | 1,275 | 1,275 |
Convertible Debt Securities [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive Securities Excluded from Computation of Net Income, Per Outstanding Unit, Amount | $ 2.30 | $ 2.30 | $ 2.30 |
Endorsement Agreements - Additi
Endorsement Agreements - Additional Information (Detail) - USD ($) | Jul. 15, 2014 | Jul. 03, 2014 | Dec. 31, 2015 | Dec. 31, 2014 |
Endorsement Agreement Disclosure [Line Items] | ||||
Warrants to purchase common stock | 100,000 | |||
Weighted Average Exercise Price, Balance (in dollars per share) | $ 11.90 | |||
Warrants vesting period | 24 months | |||
Contractual term of warrants | 5 years | |||
Expected term (in years) | 5 years | |||
Fair value of warrants, assumption, risk free interest rate | 1.70% | |||
Fair value of warrants, assumption, dividend yield | 0.00% | |||
Fair value of warrants, assumption, expected volatility | 55.00% | |||
Warrant expense | $ 65,000 | $ 130,000 | ||
Advertising and Promotion Expense [Member] | ||||
Endorsement Agreement Disclosure [Line Items] | ||||
Warrant expense | $ 65,000 | 130,000 | ||
Warrant [Member] | ||||
Endorsement Agreement Disclosure [Line Items] | ||||
Warrants vested | 70,838 | |||
Marine MP LLC [Member] | ||||
Endorsement Agreement Disclosure [Line Items] | ||||
Restricted common stock, shares issued value | $ 8,500,000 | |||
Prepaid Expense | 1,600,000 | $ 4,500,000 | ||
ETW Corp [Member] | ||||
Endorsement Agreement Disclosure [Line Items] | ||||
Restricted common stock, shares issued value | $ 5,000,000 | |||
Prepaid Expense | 3,500,000 | |||
Restricted common stock, shares issued | 446,853 | |||
Loss contingency damage sought value | $ 7,000,000 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (52,060) | $ (13,921) |
Foreign | 307 | 122 |
Loss before provision for income taxes | $ (51,753) | $ (13,799) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Line Items] | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 56,200,000 | ||
Deferred tax assets, federal credit carryforwards | 500,000 | ||
Deferred tax assets, California research and development credit carryforwards | 200,000 | ||
Undistributed Earnings of Foreign Subsidiaries | 900,000 | ||
Real Estate Owned, Valuation Allowance, Amounts Applied | 30,834,000 | $ 12,516,000 | |
Net change in valuation allowance | 18,300,000 | ||
Provision for income taxes | 105,000 | 33,000 | $ 115,000 |
Current Foreign Tax Expense (Benefit) | $ 12,000 | $ 26,000 | $ 105,000 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | 34.00% |
Domestic Tax Authority [Member] | |||
Income Tax Disclosure [Line Items] | |||
Federal operating loss carryforwards | $ 81,400,000 | ||
Minimum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Future Taxable Income Expiring Term | Dec. 31, 2025 | ||
Maximum [Member] | |||
Income Tax Disclosure [Line Items] | |||
Future Taxable Income Expiring Term | Dec. 31, 2035 |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 29,796 | $ 16,224 |
Other | 5,142 | 771 |
Gross deferred tax assets | 34,938 | 16,995 |
Valuation allowance | (30,834) | (12,516) |
Net deferred tax assets | 4,104 | 4,479 |
Deferred tax liability | ||
Stock-based compensation | (2,370) | (2,688) |
Intangibles | (1,734) | (1,791) |
Gross deferred tax liabilities | (4,104) | (4,479) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current income tax expense: | |||
Federal | $ 0 | $ 0 | $ 0 |
State | 93,000 | 7,000 | 10,000 |
Foreign | 12,000 | 26,000 | 105,000 |
Current Income Tax Expense (Benefit), Total | 105,000 | 33,000 | 115,000 |
Deferred income tax provision: | |||
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Foreign | 0 | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 0 | 0 | 0 |
Provision for income taxes, net | $ 105,000 | $ 33,000 | $ 115,000 |
Income Taxes - Tax Expense Diff
Income Taxes - Tax Expense Differences From Expected Tax Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Tax Disclosure [Abstract] | |||
Expected provision at statutory federal rate | $ (17,596) | $ (4,692) | $ (5,985) |
State tax - net of federal benefit | 74 | 5 | 757 |
Foreign income/losses taxed at different rates | (43) | (10) | (30) |
Bargain purchase gain | (1,790) | ||
Derivative liability | (127) | 1,683 | |
Stock-based compensation | 56 | 1,209 | 2,043 |
Other | (125) | (21) | 438 |
Change in valuation allowance | 17,739 | 5,459 | 1,209 |
Provision for income taxes, net | $ 105 | $ 33 | $ 115 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits ("UTB's") (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |
Additions for tax positions taken in a prior year | $ (66) |
Additions for tax positions taken in the current year | (75) |
Gross UTB's, Ending balance | $ (141) |
Segments - Revenue, Net by Geog
Segments - Revenue, Net by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenue, net: | |||
Revenue, net | $ 166,858 | $ 177,389 | $ 110,878 |
United States [Member] | |||
Revenue, net: | |||
Revenue, net | 120,598 | 110,514 | 76,750 |
International [Member] | |||
Revenue, net: | |||
Revenue, net | $ 46,260 | $ 66,875 | $ 34,128 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Oct. 31, 2013USD ($)ft² | Oct. 31, 2015USD ($)shares | Mar. 31, 2014USD ($) | Dec. 31, 2015USD ($)Directors$ / shares | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) |
Related Party Transaction [Line Items] | ||||||
Term loan and line of credit outstanding | $ 11,922,000 | $ 8,046,000 | ||||
Convertible note | 5,952,000 | |||||
Operating Leases, Rent Expense, Net | 1,600,000 | 1,300,000 | $ 608,000 | |||
Restructuring Charges [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Operating Leases, Rent Expense, Net | $ 500,000 | |||||
Key Executive Life Insurance [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Deferred Compensation Arrangements, Overall, Description | The Company purchased split dollar life insurance policies on certain key executives. In September 2015, the Company increased the coverage on one of the 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. | |||||
Split of death benefit proceeds | 50.00% | |||||
Executive Chairman of Board of Directors Debt Guarantee [Member] | ANB Bank [Member] | Loan Modification Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Term loan and line of credit outstanding | $ 6,200,000 | |||||
Debt Instrument Maturity Date | Jan. 15, 2016 | |||||
Executive Chairman of Board of Directors Debt Guarantee [Member] | ANB Bank [Member] | Interim Chief Executive Officer, President and Chairman [Member] | Loan Modification Agreement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock issued to chairman of the board of directors, shares | shares | 28,571 | |||||
Stock issued to chairman of the board of directors, value | $ 80,000 | |||||
Executive Chairman of Board of Directors Convertible Secured Promissory Note Agreement [Member] | Interim Chief Executive Officer, President and Chairman [Member] | Convertible Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt Instrument Maturity Date | Jan. 31, 2017 | |||||
Convertible note | $ 6,000,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | |||||
Debt Instrument, Defaulted Interest Rate, Stated Percentage | 10.00% | |||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 2.30 | |||||
Convertible note | $ 6,000,000 | |||||
Debt discount | 52,000 | |||||
Debt Instrument, principal outstanding | $ 6,000,000 | |||||
Number of directors designated | Directors | 2 | |||||
Executive Chairman of Board of Directors Convertible Secured Promissory Note Agreement [Member] | Interim Chief Executive Officer, President and Chairman [Member] | Minimum [Member] | Convertible Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt prepayment notice period | 15 days | |||||
Executive Chairman of Board of Directors Convertible Secured Promissory Note Agreement [Member] | Interim Chief Executive Officer, President and Chairman [Member] | Maximum [Member] | Convertible Note [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Debt prepayment notice period | 60 days | |||||
Lease Agreement with Significant Shareholder [Member] | Frost Real Estate Holdings, LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expenses | $ 39,000 | 54,000 | 13,000 | |||
Area of Land | ft² | 1,437 | |||||
Term of Lease | 3 years | |||||
Lease, Renewal Term | 3 years | |||||
Lease Agreement with Significant Shareholder [Member] | Frost Real Estate Holdings, LLC [Member] | Restructuring Charges [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Rent expenses | $ 77,000 | |||||
Business Relationship with Former Employee [Member] | Bodybuilding.com [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue from Related Parties | $ 16,900,000 | 24,000,000 | 29,800,000 | |||
Due from Related Parties | 1,500,000 | 1,900,000 | ||||
Purchase of marketing services | $ 400,000 | 1,400,000 | ||||
Lease Agreement with Former Employee [Member] | Hamilton, Ontario, Canada | ||||||
Related Party Transaction [Line Items] | ||||||
Lease termination date | Nov. 30, 2015 | |||||
Lease Agreement with Former Employee [Member] | VP and General Manager [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Operating Leases, Rent Expense, Net | $ 83,000 | 86,000 | $ 75,000 | |||
Charitable Youth Sports Program [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Amount reserve for charitable youth sports grant program | $ 250,000 | |||||
Charitable Youth Sports Program [Member] | Arvada West High School [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Charitable contributions made | 0 | 250,000 | ||||
Charitable Youth Sports Program [Member] | Other Charitable Organization [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Charitable contributions made | 278,000 | $ 30,000 | ||||
Sports Tickets [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Total cost of sports ticket | $ 15,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) | Mar. 01, 2016 | Feb. 11, 2016 | Jan. 13, 2016 | Jan. 11, 2016 |
Prestige Capital Corporation ("Prestige") [Member] | ||||
Subsequent Event [Line Items] | ||||
Percent of net face amount of assigned accounts receivable | 80.00% | |||
Sale of accounts | $ 7,600,000 | |||
Cash received on account of sale of accounts | $ 6,200,000 | |||
Prestige Capital Corporation ("Prestige") [Member] | Maximum [Member] | ||||
Subsequent Event [Line Items] | ||||
Maximum amount receivable at any time | $ 10,000,000 | |||
Employment Agreement [Member] | Ryan Drexler [Member] | ||||
Subsequent Event [Line Items] | ||||
Initial annual base salary | $ 550,000 | |||
Cash payment in lieu of any other basic salary | $ 250,000 | |||
Percentage of certain target incentive bonus on basic salary | 200.00% | |||
Value of options to purchase shares of common stock | $ 250,000 | |||
Transaction bonus percentage equal to purchase price of qualified sale | 10.00% | |||
Period of employment agreement | 3 years |