Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 17, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
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 | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 14,111,609 | ||
Entity Public Float | $ 36,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | |||
Cash | $ 4,943 | $ 7,081 | $ 1,020 |
Accounts receivable, net of allowance for doubtful accounts of $462 and $347 as of December 31, 2016 and 2015 | 13,353 | 22,003 | |
Inventory | 8,568 | 12,549 | |
Prepaid giveaways | 205 | 307 | |
Prepaid stock compensation | 0 | 1,641 | |
Prepaid expenses and other current assets | 1,725 | 3,698 | |
Total current assets | 28,794 | 47,279 | |
Property and equipment, net | 3,243 | 6,693 | |
Investments, long-term | 0 | 977 | |
Intangible assets, net | 1,638 | 8,652 | |
Other assets | 421 | 180 | |
TOTAL ASSETS | 34,096 | 63,781 | |
Current liabilities: | |||
Accounts payable | 9,625 | 39,652 | |
Accrued liabilities | 9,051 | 12,526 | |
Accrued restructuring charges, current | 614 | 9,140 | |
Obligation under secured borrowing arrangement | 2,681 | 0 | |
Convertible notes with a related party, net of discount | 16,465 | 0 | |
Line of credit | 0 | 3,000 | |
Term loan | 0 | 2,949 | |
Other debt obligations | 0 | 21 | |
Total current liabilities | 38,436 | 67,288 | |
Convertible note with a related party, net of discount | 0 | 5,952 | |
Accrued restructuring charges, long-term | 208 | 279 | |
Other long-term liabilities | 332 | 330 | |
Total liabilities | 38,976 | 73,849 | |
Commitments and contingencies (Note 10) | |||
Stockholders' deficit: | |||
Common stock, par value of $0.001 per share; 100,000,000 shares authorized as of December 31, 2016 and 2015; 14,987,230 and 14,664,161 shares issued as of December 31, 2016 and 2015, respectively; 14,111,609 and 13,788,540 shares outstanding as of December 31, 2016 and 2015, respectively | 14 | 14 | |
Additional paid-in capital | 156,301 | 147,646 | 129,130 |
Treasury stock, at cost; 875,621 shares as of December 31, 2016 and 2015 | (10,039) | (10,039) | (10,039) |
Accumulated other comprehensive loss | (162) | (172) | (66) |
Accumulated deficit | (150,994) | (147,517) | (95,659) |
TOTAL STOCKHOLDERS' DEFICIT | (4,880) | (10,068) | $ 23,380 |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 34,096 | $ 63,781 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $ 462 | $ 347 |
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 | 14,987,230 | 14,664,161 |
Common Stock, shares outstanding | 14,111,609 | 13,788,540 |
Treasury Stock, shares | 875,621 | 875,621 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Statement [Abstract] | |||
Revenue, net | $ 132,499 | $ 166,858 | |
Cost of revenue | 88,026 | [1] | 109,927 |
Gross profit | 44,473 | 56,931 | |
Operating expenses: | |||
Advertising and promotion | 10,652 | 26,985 | |
Salaries and benefits | 18,033 | 31,176 | |
Selling, general and administrative | 15,941 | 19,372 | |
Research and development | 1,869 | 4,251 | |
Professional fees | 5,735 | 6,801 | |
Restructuring and other charges | (3,477) | 18,293 | |
Impairment of assets | 4,378 | 0 | |
Total operating expenses | 53,131 | 106,878 | |
Loss from operations | (8,658) | (49,947) | |
Gain on settlement of accounts payable | 9,927 | 0 | |
Loss on sale of subsidiary | (2,115) | 0 | |
Other expense, net | (2,313) | (1,806) | |
Loss before provision for income taxes | (3,159) | (51,753) | |
Provision for income taxes | 318 | 105 | |
Net loss | $ (3,477) | $ (51,858) | |
Net loss per share, basic and diluted | $ (0.26) | $ (3.81) | |
Weighted average shares used to compute net loss per share, basic and diluted | 13,438,248 | 13,621,255 | |
[1] | Cost of revenue for the years ended December 31, 2016 included restructuring charges of $2.3 million and $2.9 million, respectively, related to write-down of inventory for discontinued products. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Inventory write down related to restructuring | $ 2,285 | $ 2,942 |
Consolidated Statement of Compr
Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (3,477) | $ (51,858) |
Other comprehensive loss: | ||
Change in foreign currency translation adjustment | 10 | (106) |
Comprehensive loss | $ (3,467) | $ (51,964) |
Shareholders Equity
Shareholders Equity - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-In Capital | Treasury Stock | Other Comprehensive Income / Loss | Retained Earnings / Accumulated Deficit | Total |
Balance at Dec. 31, 2014 | $ 14 | $ 129,130 | $ (10,039) | $ (66) | $ (95,659) | $ 23,380 |
Balance (in shares) at Dec. 31, 2014 | 13,120,386 | 13,120,386 | ||||
Stock-based compensation for issuance of common stock warrants for third-party services | 65 | $ 65 | ||||
Stock-based compensation | 15,082 | 15,082 | ||||
Stock-based compensation (in shares) | 214,394 | |||||
Issuance of common stock for: | ||||||
Stock issued for product line expansion | $ 1,198 | 1,198 | 1,198 | |||
Stock issued for product line expansion (in shares) | 150,000 | |||||
Stock issued for MusclePharm apparel rights acquisition | 1,394 | 1,394 | ||||
Stock issued for MusclePharm apparel rights acquisition (in shares) | 170,000 | |||||
Stock issued for attempted financing agreement | $ 325 | 325 | 325 | |||
Stock issued for attempted financing agreement (in shares) | 50,000 | |||||
Stock issued for non-employee consulting and endorsement agreement | $ 320 | 320 | 320 | |||
Stock issued for non-employee consulting and endorsement agreement (in shares) | 55,189 | |||||
Stock-based compensation for issuance of common stock to a related party for guaranty of debt | 80 | 80 | ||||
Stock-based compensation for 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 | ||||
Issuance of warrants for legal settlement | 0 | |||||
Change in foreign currency translation adjustment | (106) | (106) | ||||
Net loss | (51,858) | (51,858) | ||||
Balance at Dec. 31, 2015 | $ 14 | 147,646 | (10,039) | (172) | (147,517) | $ (10,068) |
Balance (in shares) at Dec. 31, 2015 | 13,788,540 | 13,788,540 | ||||
Stock-based compensation for issuance of common stock warrants for third-party services | 6 | $ 6 | ||||
Stock-based compensation | 1,708 | 1,708 | ||||
Stock-based compensation (in shares) | 572,154 | |||||
Issuance of common stock for: | ||||||
Stock issued for MusclePharm apparel rights acquisition | 0 | |||||
Beneficial conversion feature related to convertible note | 601 | 601 | ||||
Stock-based compensation for accelerated vesting of restricted stock awards to a terminated executive | 3,900 | 3,900 | ||||
Stock-based compensation for accelerated vesting of restricted stock awards to terminated employees as part of restructuring | 288 | 288 | ||||
Stock-based compensation for issuance of stock options to an executive and a director | 153 | 153 | ||||
Issuance of shares of common stock related to sale of subsidiary | $ 640 | 640 | 640 | |||
Issuance of shares of common stock related to sale of subsidiary (in shares) | 200,000 | |||||
Issuance of warrants for legal settlement | 1,815 | 1,815 | ||||
Cancellation of executive restricted stock | $ (456) | (456) | (456) | |||
Cancellation of executive restricted stock (in shares) | (449,085) | |||||
Change in foreign currency translation adjustment | 10 | 10 | ||||
Net loss | (3,477) | (3,477) | ||||
Balance at Dec. 31, 2016 | $ 14 | $ 156,301 | $ (10,039) | $ (162) | $ (150,994) | $ (4,880) |
Balance (in shares) at Dec. 31, 2016 | 14,411,609 | 14,111,609 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (3,477) | $ (51,858) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation of property and equipment | 1,551 | 1,760 |
Amortization of intangible assets | 576 | 1,055 |
Provision for doubtful accounts | 386 | 219 |
Gain on settlement of accounts payable | (9,927) | 0 |
Loss on disposal of property and equipment | 163 | 16 |
Loss on sale of subsidiary | 2,115 | 0 |
Non-cash impairment charges | 4,381 | 0 |
Non-cash restructuring and other charges (reversals) | (4,132) | 9,494 |
Inventory write down related to restructuring | 2,285 | 2,942 |
Amortization of prepaid stock compensation | 938 | 3,901 |
Amortization of prepaid sponsorship and endorsement fees | 0 | 6,255 |
Amortization of debt discount and issuance costs | 113 | 118 |
Stock-based compensation | 5,304 | 12,705 |
Stock-based compensation related to issuance of common stock to a related party for guaranty of debt | 0 | 80 |
Issuance of common stock warrants to third parties for services | 6 | 65 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 7,338 | (5,578) |
Inventory | (480) | 5,928 |
Prepaid giveaways | 103 | 921 |
Prepaid sponsorship and endorsement fees | 0 | (6,843) |
Prepaid expenses and other current assets | 2,482 | (2,185) |
Other assets | (322) | (72) |
Accounts payable and accrued liabilities | (20,802) | 19,270 |
Accrued restructuring charges | (3,669) | 7,299 |
Net cash (used in) provided by operating activities | (15,068) | 5,492 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (508) | (1,477) |
Proceeds from disposal of property and equipment | 115 | 519 |
Proceeds from sale of subsidiary | 5,942 | 0 |
Purchase of MusclePharm Apparel Rights | 0 | (850) |
Trademark registrations | (154) | (262) |
Investment in contract manufacturer | 0 | (977) |
Net cash provided by (used in) investing activities | 5,395 | (3,047) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from line of credit | 0 | 9,507 |
Payments on line of credit | (3,000) | (14,507) |
Repayments of term loan | (2,949) | (1,051) |
Proceeds from issuance of term loan | 0 | 4,000 |
Issuance costs of term loan | 0 | (40) |
Proceeds from secured borrowing arrangement, net of reserves | 43,925 | 0 |
Payments on secured borrowing arrangement, net of fees | (41,245) | 0 |
Proceeds from convertible notes with a related party | 11,000 | 6,000 |
Repayments of other debt obligations | (20) | (25) |
Repayment of capital lease obligations | (189) | (162) |
Net cash provided by financing activities | 7,522 | 3,722 |
Effect of exchange rate changes on cash | 13 | (106) |
NET INCREASE IN CASH | (2,138) | 6,061 |
CASH - BEGINNING OF PERIOD | 7,081 | 1,020 |
CASH - END OF PERIOD | 4,943 | 7,081 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,557 | 527 |
Cash paid for taxes | 218 | 77 |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Issuance of warrants for legal settlement | 1,815 | 0 |
Shares of common stock issued in conjunction with BioZone disposition | 640 | 0 |
Shares of common stock issued in conjunction with MusclePharm Apparel rights acquisition | 0 | 1,394 |
Property and equipment acquired in conjunction with capital leases | 460 | 471 |
Purchase of property and equipment included in accounts payable and accrued liabilities | 9 | 48 |
Trademark registration included in accounts payable and accrued liabilities | 0 | 153 |
Beneficial conversion feature related to convertible note | 601 | 52 |
Bio Zone [Member] | ||
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Loss on sale of subsidiary | 2,115 | |
Changes in operating assets and liabilities: | ||
Inventory | (1,800) | |
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares of common stock issued in conjunction with BioZone disposition | $ 640 | |
Muscle Pharm Apparel [Member] | ||
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Shares of common stock issued in conjunction with MusclePharm Apparel rights acquisition | $ 1,394 |
Note 1 - Description of Busines
Note 1 - Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Description of Business MusclePharm Corporation, or the Company, was incorporated in Nevada in 2006. Except as otherwise indicated herein, the terms “Company,” “we,” “our” and “us” refer to MusclePharm Corporation and its subsidiaries. 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, as of December 31, 2016, had the following wholly-owned operating subsidiaries: MusclePharm Canada Enterprises Corp (“MusclePharm Canada”), MusclePharm Ireland Limited (“MusclePharm Ireland”) and MusclePharm Australia Pty Limited (“MusclePharm Australia”). A former subsidiary of the Company, BioZone Laboratories, Inc. (“BioZone”), was sold on May 9, 2016. On August 24, 2015, the Company’s Board of Directors (the “Board”) 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, as of December 31, 2016, the restructuring plan resulted in: 1) reducing the Company’s workforce; 2) abandoning certain leased facilities; 3) renegotiating or terminating a number of contracts with endorsers in a strategic shift away from such arrangements and toward more cost-effective marketing and advertising efforts; 4) discontinuing a number of stock keeping units (“SKUs”) and writing down inventory to net realizable value, or to zero in cases where the product was discontinued; and 5) writing off certain assets. Management has substantially completed the approved restructuring plan, and as such, we do not anticipate any additional restructuring charges. See Note 5 for further detail. Management’s Plans with Respect to Liquidity and Capital Resources Management believes the restructuring plan implemented during August 2015, the reduction in ongoing operating costs and expense controls, and the sale of BioZone, will enable the Company to ultimately be profitable. The Company has reduced its operating expenses sufficiently so that its ongoing source of revenue is sufficient to cover these expenses for the next twelve months which will allow it to continue as a going concern. As of December 31, 2016, the Company had an accumulated deficit of $151.0 million and recurring losses from operations. However, the Company believes that the aforementioned restructuring and expense reductions will enable it to begin generating profits in the near term. In January 2016, the Company entered into a secured borrowing arrangement, pursuant to which it has the ability to borrow up to $10.0 million subject to sufficient amounts of accounts receivable to secure the loan. Under this arrangement, during the year ended December 31, 2016, the Company received $43.7 million in cash and subsequently repaid $41.9 million, including fees and interest, on or prior to December 31, 2016. As of December 31, 2016, the Company had approximately $4.9 million in cash and $9.6 million in working capital deficit. This working capital deficit is driven by $16.5 million in convertible notes. The accompanying Consolidated Financial Statements as of, and for the year ended December 31, 2016, 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. Our ability to meet our total liabilities of $39.0 million as of December 31, 2016, and to continue as a going concern, is partially dependent on meeting our operating plans, and partially dependent on our Chairman of the Board, Chief Executive Officer and President, Ryan Drexler either converting or extending his two notes prior to or upon their maturity. Mr. Drexler has verbally conveyed his intentions of doing so and this alone would enable the Company to meet its obligations over the next twelve months. In addition, Mr. Drexler has verbally both stated his intent and ability to put more capital into the business if necessary. However, Mr. Drexler is under no obligation to the Company to do so, and we can give no assurances that Mr. Drexler will be willing or able to do so at a future date. The Company’s ability to continue as a going concern and raise capital for specific strategic initiatives is also dependent on 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 he Company is unable to obtain adequate capital, it could be forced to cease operations or substantially curtail its commercial activities. These conditions, or significant unforeseen expenditures, could 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. |
Note 2 - Summary of Significant
Note 2 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Consolidated Financial Statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with 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 future cash flows and operating plans, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, restructuring liabilities, valuations of equity securities and intangible assets, fair value of derivatives, warrants and options, among others. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2016 and 2015, 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 sales discounts and allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of “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, 2016 and 2015 (in thousands): As of December 31, 2016 2015 Accounts receivable $ 15,574 $ 26,057 Less: allowance for discounts (1,759 ) (3,707 ) Less: allowance for doubtful accounts (462 ) (347 ) Accounts receivable, net $ 13,353 $ 22,003 The allowance for discount for the years ended December 31, 2016 and 2015 consisted of the following activity (in thousands): For the Year Ended December 31, 2016 2015 Allowance for discount, beginning balance $ 3,707 $ 1,862 Charges against revenues 34,627 29,525 Utilization of reserve (36,575 ) (27,680 ) Allowance for discount, ending balance $ 1,759 $ 3,707 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 allow for product returns or replacements in certain cases. 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 were insignificant for the years ended December 31, 2016 and 2015, respectively. 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, 2016 and 2015, the Company recorded discounts, and to a lesser degree, sales returns, totaling $34.6 million and $29.5 million, respectively, which accounted for 21% and 15% of gross revenue in each period, respectively. 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: Percentage of Net Revenue for the Year Ended December 31, Percentage of Net Accounts Receivable as of December 31, 2016 2015 2016 2015 Customers Costco 20 % 20 % 17 % 18 % Bodybuilding.com * 10 % * * GNC * 11 % * 10 % Europa * * * 11 % Vitamin Shoppe, Inc. * * 10 % * Sport One Trading LLC * * 10 % * * Represents less than 10% of net revenue or net accounts receivable. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled product due to defective manufacturing. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2016 and 2015: For the Year Ended December 31, Vendor 2016 2015 Capstone Nutrition * 59 % Nutra Blend 52 % 25 % Bakery Barn 25 % 11 % * Represents less than 10% of purchases. Inventory MusclePharm products are produced through third party manufacturers, and the cost of product inventory is recorded using standard cost methodology. This standard cost methodology closely approximates actual cost. Prior to the sale of the BioZone subsidiary, its products were manufactured in production facilities in Pittsburg, CA, and the cost of inventory was recorded using a weighted average cost basis. BioZone was sold in May 2016. 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 is 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 years ended December 31, 2016 and 2015, the Company wrote down $0.8 million and $5.4 million, respectively, of prepaid stock compensation for terminated endorsement agreements related to the restructuring and other settlements. 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, 2016, the Company wrote down $1.4 million related to an impaired manufacturing agreement. See additional information in Note 6. During the year ended December 31, 2015, in connection with the restructuring, the Company wrote down $0.2 million 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 recognized $1.8 million of impairments of long-lived assets related to the termination of certain manufacturing agreements and product lines during the year ended December 31, 2016. See additional information in Note 6 and Note 7. The Company did not recognize any impairment charges on its assets during the year ended December 31, 2015. Beneficial Conversion Feature The issuance of the Company's convertible notes to a related party generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the beneficial conversion features by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the convertible notes. The discounts are accreting from the date of issuance through the redemption dates. Accretion expense is recognized over the period utilizing the effective interest method. See additional information in Note 9. Fair Value GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using an estimated fair value hierarchy which requires the Company to 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; and · Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on 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. Cost of Revenue Cost of revenue for MusclePharm and its subsidiaries 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 a warehouse which is operated with the Company’s equipment and employees, with inventory that 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 consisted of raw materials, direct labor, freight-in, supplies and equipment rental expenses. The Company sold BioZone in May 2016. Advertising and Promotion Our advertising and promotion expenses consist primarily of digital, print and media advertising, athletic endorsements and sponsorships, promotional giveaways, trade show events and various partnering activities with our trading partners, 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, such as winning a championship. The Company records expense for these payments if and when the endorser achieves the specific achievement. Share-Based Payments and Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the 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 is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. Due to the Company’s limited experience with the expected term of options, the simplified method was utilized in determining the expected option term as prescribed in Staff Accounting Bulletin No. 110. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest. Foreign Currency The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada, MusclePharm Australia, 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 loss” in the Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ deficit, but are excluded from the Company’s net loss. The Company’s other comprehensive loss is made up of foreign currency translation adjustments for both 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. A valuation allowance is required to be established unless management determines that it is more likely than not that we will ultimately realize the tax benefit associated with a deferred tax asset. Recent Accounting Pronouncements During August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments 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 March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements— Going Concern |
Note 3 - Fair Value of Financia
Note 3 - Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Note 3. Fair Value of Financial Instruments Management believes the fair values of the obligations under the secured borrowing arrangement and the convertible notes with a related party approximate carrying value because the debt carries market rates of interest available to the Company, and are both short-term in nature. 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, 2016 and 2015, the Company held no assets or liabilities that required remeasurement at fair value on a recurring basis. During the year ended December 31, 2016, management came to the conclusion that $1.8 million of long-lived assets were impaired, based on level 3 valuations regarding the termination of certain manufacturing agreements with Capstone and the termination of the Endorsement Licensing and Co-Branding Agreement related to our Arnold Schwarzenegger product line. Based on the termination of these agreements, management determined the assets related to these agreements had no future value. See additional information in Note 6 and Note 7. The Company did not recognize any impairment charges on its assets during the year ended December 31, 2015. |
Note 4 - Sale of BioZone
Note 4 - Sale of BioZone | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Sale of BioZone | Note 4. Sale of BioZone In May 2016, the Company completed the sale of its wholly-owned subsidiary, BioZone, for gross proceeds of $9.8 million, including cash of $5.9 million, a $2.0 million credit for future inventory deliveries reflected as a prepaid asset in the Consolidated Balance Sheets. The sale is subject to an earn-out of $1.5 million based on the financial performance of BioZone for the twelve months following the closing of the transaction which was not considered earned as of December 31, 2016. In addition, the Company agreed to pay down $350,000 of BioZone’s accounts payables, which was deducted from the purchase price. As part of the transaction, the Company also agreed to transfer to the buyer 200,000 shares of its common stock with a market value on the date of issuance of $640,000, for consideration of $50,000. The Company recorded a loss of $2.1 million related to the sale of BioZone. The loss on the sale of BioZone primarily related to the subsidiary’s pre-tax losses for 2016. Pre-tax loss for BioZone for 2016 through the date of sale was $1.5 million. Upon closing of the sale of BioZone, the Company entered into a manufacturing and supply agreement whereby the Company is required to purchase a minimum of approximately $1.9 million of products per year from BioZone annually for an initial term of three years. If the minimum order quantities of specific products are not met, a $3.0 million minimum purchase commitment is triggered, and any shortfall will be paid at 25% of the realized shortfall. The sale of BioZone did not qualify as discontinued operations as the disposal of BioZone did not represent a strategic shift that had (or will have) a major effect on the Company’s operations and financial results. The following table summarizes the components of the loss from the sale of BioZone (in thousands): Cash proceeds from sale $ 5,942 Consideration for common stock transferred 50 Prepaid inventory 2,000 Fair market value of the common stock transferred (640 ) Assets sold: Accounts receivable, net (923 ) Inventory, net (1,761 ) Fixed assets, net (2,003 ) Intangible assets, net (5,657 ) All other assets (41 ) Liabilities transferred 1,197 Transaction and other costs (279 ) Loss on sale of subsidiary $ (2,115 ) In connection with the sale of BioZone, the Company and BioZone entered into a transition services agreement to provide administrative support which concluded in August 2016, and a sub-lease to the buyer for certain premises. |
Note 5 - Restructuring
Note 5 - Restructuring | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Note 5. Restructuring As part of an effort to better focus and align the Company’s resources toward profitable growth, on August 24, 2015, the Board authorized the Company to undertake steps to commence a restructuring of the business and operations, which concluded during the third quarter of 2016. The Company closed certain facilities, reduced headcount, discontinued products and renegotiated certain contracts resulting in restructuring and other charges of $18.3 million for the year ended December 31, 2015 and recoveries of such charges of $3.5 million for the year ended December 31, 2016. Included in these charges, for the years ended December 31, 2016 and 2015, the Company recorded restructuring charges in “Cost of revenue” of $2.3 million and $2.9 million, respectively, related to the write-down of inventory identified to be discontinued in the restructuring plan. For the year ended December 31, 2016, the Company recorded a credit in “Restructuring and other charges” of $3.5 million which primarily included: (i) an expense credit of $4.8 million related to the release of the restructuring accrual of $7.0 million which was expensed during the year ended December 31, 2015, offset by the cash payment of $2.2 million related to the settlement agreement which terminated all future commitments between ETW Corporation (“ETW”) and the Company (see Note 15); (ii) $1.4 million related to write-off of long-lived assets related to the abandonment of certain lease facilities; and (iii) $0.9 million related to severance and other employee compensation costs. The restructuring plan was substantially complete as of December 31, 2016. For the year ended December 31, 2015, the Company recorded expenses of $18.3 million in “Restructuring and other charges” primarily comprised of: (i) $7.7 million related to cancellation of certain contracts and sponsorship agreements, primarily related to the ETW commitment; (ii) write-down of prepaid stock compensation related to terminated endorsement agreements of $5.4 million; (iii) $2.7 million related to the accelerated vesting of 657,310 shares of restricted stock for severed employees; (iv) $1.4 million related to severance and benefit costs related to terminated employees; and (v) $0.9 million for costs associated with permanently vacating certain leased facilities, including $0.4 million write-off of long-lived assets. The following table illustrates the provision of the restructuring charges and the accrued restructuring charges balance as of December 31, 2016 and 2015 (in thousands): Employee Severance Costs Contract Termination Costs Purchase Commitment of Discontinued Inventories Not Yet Received Abandoned Lease 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 restructuring charges — 2,120 — — 2,120 Balance as of December 31, 2015 508 8,150 350 411 9,419 Expensed 601 (288 ) — 1,399 1,712 Benefit from settlement of Endorsement Agreement with ETW — (4,750 ) — — (4,750 ) Cash payments (1,109 ) (2,804 ) (175 ) (1,506 ) (5,594 ) Reclassification from capital lease liabilities to restructuring charges — — — 35 35 Balance as of December 31, 2016 $ — $ 308 $ 175 $ 339 $ 822 The total future payments under the restructuring plan as of December 31, 2016 are as follows (in thousands): For the Year Ending December 31, Outstanding Payments 2017 2018 2019 2020 2021 2022 Total Contract termination costs $ 308 $ — $ — $ — $ — $ — $ 308 Purchase commitment of discontinued inventories not yet received 175 — — — — — 175 Abandoned leased facilities 131 92 91 25 — — 339 Total future payments $ 614 $ 92 $ 91 $ 25 $ — $ — $ 822 |
Note 6 - Capstone Nutrition Agr
Note 6 - Capstone Nutrition Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Capstone Nutrition Agreements | Note 6. 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 (as amended, the “Manufacturing Agreement”). Pursuant to the Amendment, Capstone was the Company’s nonexclusive manufacturer of dietary supplements and food products sold or intended to be sold by the Company. The Amendment included various agreements including amended pricing terms. The initial term per this Amendment was to end on January 1, 2022, and could have been extended for three successive 24-month terms, and included 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 paid Capstone this $2.5 million during 2015. The Company and Capstone entered into a Class B Common Stock Warrant Purchase Agreement (“Warrant Agreement”) whereby the Company could 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 could have been exercised if the Company was in compliance with the terms and conditions of the Amendment. The Company utilized the Black-Scholes valuation model to determine the value of the Warrant and recorded an asset of $977,000, which was accounted for under the cost method and assessed for impairment. The Warrant was included in “Investments, long-term” in the Consolidated Balance Sheet as of December 31, 2015. However, during the second quarter of 2016, the Company reassessed the value of the Warrant and considered it to be fully impaired as the Company no longer believed there was any remaining value to the Warrant. The Company also had recorded $1.5 million of prepaid expenses and other assets in the Consolidated Balance Sheet as of December 31, 2015, which were being amortized over the remaining life of the Manufacturing Agreement of 6.5 years. However, during the second quarter of 2016, the Company reassessed the Manufacturing Agreement, which was the basis of the prepaid asset, and considered the entire remaining balance of $1.4 million impaired as the Company no longer believed there was any remaining value to the Manufacturing Agreement. These conclusions were based in large part on the fact that Capstone sold its primary powder manufacturing facility during the second quarter of 2016, which significantly reduced its manufacturing capacity, and the dispute which is discussed below. In total, the Company recognized $2.4 million of impairment expense during year ended December 31, 2016 related to previously recorded Capstone-related assets. 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 had 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 $200.0 million. The fair value of the option was deemed de minimis as of the transaction date. The Company did not exercise the option to purchase the remaining outstanding shares of INI’s common stock and such option expired on June 30, 2016. The Company was engaged in a dispute with Capstone arising out of a Manufacturing Agreement between the parties. On November 7, 2016, the parties executed a settlement agreement (the “Settlement Agreement”), which terminated the Manufacturing Agreement. Under the Settlement Agreement, the Company paid cash to Capstone in the amount of $11.0 million. All pending litigation was dismissed with prejudice. The Settlement Agreement released all parties from any and all claims, actions, causes of action, suits, controversies or counterclaims that the parties have had, now have or thereafter can, shall or may have. The Company also issued a warrant to purchase 1,289,378 shares of the Company’s common stock to INI (the “Settlement Warrant”). The exercise price of the Settlement Warrant was $1.83 per share, with a term of four years. The Company valued the Settlement Warrant by utilizing the Black Scholes model at approximately $1.8 million. As of the settlement date, the Company had approximately $21.9 million in accounts payable and accrued liabilities associated with the Capstone liability. Based upon the amounts included herein, the Company recorded a gain of approximately $9.1 million based on the Capstone settlement. |
Note 7 - Balance Sheet Componen
Note 7 - Balance Sheet Components | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Components | Note 7. Balance Sheet Components Inventory Inventory consisted of the following as of December 31, 2016 and 2015 (in thousands): As of December 31, 2016 2015 Raw materials $ — $ 1,385 Work-in-process — 22 Finished goods 8,568 11,142 Inventory $ 8,568 $ 12,549 The Company records charges 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-off of inventory during restructuring activities, the Company incurred insignificant inventory write-offs during the years ended December 31, 2016 and 2015. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. As disclosed further in Note 5, the Company executed a restructuring plan in August 2015 and wrote off inventory related to discontinued products. For the years ended December 31, 2016 and 2015, discontinued inventory of $2.3 million and $2.9 million, respectively, was written off and included as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. In May 2016, the Company completed the sale of BioZone, which resulted in a reduction of inventory of $1.8 million. See additional information in Note 4. Additionally, $0.4 million of inventory related to the Arnold Schwarzenegger product line was considered impaired as the inventory had no future value as a result of the contract termination, and included as a component of the “Impairment of assets” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2016. See additional information in Note 10. Property and Equipment Property and equipment consisted of the following as of December 31, 2016 and 2015 (in thousands): As of December 31, 2016 2015 Furniture, fixtures and equipment $ 3,521 $ 3,621 Leasehold improvements 2,504 3,227 Manufacturing and lab equipment 3 1,659 Vehicles 334 1,146 Displays 483 483 Website 462 463 Construction in process 55 54 Property and equipment, gross 7,362 10,653 Less: accumulated depreciation and amortization (4,119 ) (3,960 ) Property and equipment, net $ 3,243 $ 6,693 Depreciation and amortization expense related to property and equipment was $1.5 million and $1.8 million for the years ended December 31, 2016 and 2015, respectively, which is included in “Selling, general, and administrative” expense in the accompanying Consolidated Statements of Operations. In May 2016, the Company completed the sale of BioZone, which resulted in a reduction of various components of property and equipment of $2.0 million. See additional information in Note 4. As disclosed further in Note 5, 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 was $0.3 million and $0.4 million for the years ended December 31, 2016 and 2015, respectively, and was included as a component of “Restructuring and other charges” in the accompanying Consolidated Statements of Operations. Intangible Assets Intangible assets included the assets acquired pursuant to the BioZone asset acquisition and MusclePharm’s apparel rights reacquired from Worldwide Apparel as of December 31, 2015. BioZone was sold during the year ended December 31, 2016. Intangible assets consisted of the following (in thousands): As of December 31, 2016 Gross Value Accumulated Net Remaining Weighted- Amortized Intangible Assets Brand $ 2,244 $ (606 ) $ 1,638 5.1 Total intangible assets $ 2,244 $ (606 ) $ 1,638 As of December 31, 2015 Gross Value Accumulated Net Weighted- Amortized Intangible Assets Customer relationships $ 3,130 $ (417 ) $ 2,713 15.0 Non-compete agreements 69 (69 ) — — 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 Intangible assets amortization expense was $0.6 million and $1.1 million for the years ended December 31, 2016 and 2015, respectively, which is included in the “Selling, general, and administrative” expense in the accompanying Consolidated Statements of Operations. Additionally, $1.2 million of capitalized brand and trademark expenses with a net carrying value of $0.8 million related to the Arnold Schwarzenegger product line were considered impaired, and included as a component of the “Impairment of assets” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2016. See additional information in Note 10. As of December 31, 2016, the estimated future amortization expense of intangible assets is as follows (in thousands): For the Year Ending December 31, 2017 $ 321 2018 321 2019 321 2020 321 2021 321 Thereafter 33 Total amortization expense $ 1,638 |
Note 8 - Other Expense, net
Note 8 - Other Expense, net | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Expense, net | Note 8. Other Expense, net For the years ended December 31, 2016 and 2015, “Other expense, net” consisted of the following (in thousands): For the Year Ended December 31, 2016 2015 Other expense, net: Interest expense, related party $ (682 ) $ (33 ) Interest expense, other (258 ) (746 ) Interest expense, secured borrowing arrangement (702 ) — Foreign currency transaction gain (loss) 23 (1,047 ) Other (694 ) 20 Total other expense, net $ (2,313 ) $ (1,806 ) |
Note 9 - Debt
Note 9 - Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt As of December 31, 2016 and 2015, the Company’s debt consisted of the following (in thousands): As of December 31, 2016 2015 Revolving line of credit $ — $ 3,000 Term loan — 2,949 2015 Convertible Note due January 2017 with a related party, net of discount 6,000 5,952 2016 Convertible Note due November 2017 with a related party, net of discount 10,465 — Obligations under secured borrowing arrangement 2,681 — Other — 21 Total debt 19,146 11,922 Less: current portion (19,146 ) (5,970 ) Long term debt $ — $ 5,952 Related-Party Convertible Notes In November 2016, the Company entered into a convertible secured promissory note agreement (the “2016 Convertible Note”) with Mr. Ryan Drexler, the Company’s Chairman of the Board, Chief Executive Officer and President, pursuant to which Mr. Drexler loaned the Company $11.0 million. Proceeds from the 2016 Convertible Note were used to fund the Settlement Agreement with Capstone. See Note 6 for additional information. The 2016 Convertible Note is secured by all assets and properties of the Company and its subsidiaries, whether tangible or intangible. The 2016 Convertible Note carries interest at a rate of 10% per annum, or 12% if there is an event of default. Both the principal and the interest under the 2016 Convertible Note are due on November 8, 2017, unless converted earlier. Mr. Drexler may convert the outstanding principal and accrued interest into 6,010,929 shares of the Company’s common stock for $1.83 per share at any time. The Company may prepay the 2016 Convertible Note at the aggregate principal amount therein, plus accrued interest, by giving Mr. Drexler between 15 and 60 day-notice depending upon the specific circumstances, provided that Mr. Drexler may convert the 2016 Convertible Note during the applicable notice period. The Company recorded the 2016 Convertible Note as a liability in the balance sheet and also recorded a beneficial conversion feature of $601,000 as a debt discount upon issuance of the convertible note, which is being amortized over the term of the debt using the effective interest method. The beneficial conversion feature was calculated based on the difference between the fair value of common stock on the transaction date and the effective conversion price of the convertible note. As of December 31, 2016, the 2016 Convertible Note had an outstanding principal balance of $11.0 million and a carrying value of $10.5 million. In December 2015, the Company entered into a convertible secured promissory note agreement (the “2015 Convertible Note”) with Mr. Drexler, pursuant to which he loaned the Company $6.0 million. Proceeds from the 2015 Convertible Note were used to fund working capital requirements. The 2015 Convertible Note is secured by all assets and properties of the Company and its subsidiaries whether tangible or intangible. The 2015 Convertible Note originally carried an interest at a rate of 8% per annum, or 10% in the event of default. Both the principal and the interest under the 2015 Convertible Note were originally due in January 2017, unless converted earlier. The due date of the 2015 Convertible note was extended to November 8, 2017 and the interest rates were raised to 10% per annum, or 12% in the event of default. See Note 19 for further information. Mr. Drexler may convert the outstanding principal and accrued interest into 2,608,695 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 Mr. Drexler may convert the 2016 Convertible Note during the applicable notice period. The Company recorded the 2015 Convertible Note 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 2015 Convertible Note, which is being amortized over the term of the debt using the effective interest method. The beneficial conversion feature was calculated based on the difference between the fair value of common stock on the transaction date and the effective conversion price of the convertible note. As of December 31, 2016 and 2015, the convertible note had an outstanding principal balance of $6.0 million. In connection with the Company entering into the 2015 Convertible Note with Mr. Drexler, the Company granted Mr. Drexler the right to designate two directors to the Board. For the years ended December 31, 2016 and 2015, interest expense related to the related party convertible secured promissory notes was $0.7 million and $33,000, respectively. During the year ended December 31, 2016, $0.5 million in interest was paid in cash to Mr. Drexler. No interest was paid during the year ended December 31, 2015. Secured borrowing arrangement In January 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 owed 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 80% of the net face amount of the assigned Accounts, up to a maximum total borrowings of $10.0 million subject to sufficient amounts of accounts receivable to secure the loan. The remaining 20% will be paid to the Company upon collection of the assigned Accounts, less any chargeback, disputes, or other amounts due to Prestige. Prestige’s purchase of the assigned Accounts from the Company will be at a discount fee which varies based on the number of days outstanding from the assignment of Accounts to collection of the assigned Accounts. 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’s initial term of six months has been extended by the Company to March 31, 2017. Prestige may cancel the Agreement with 30-day notice. During the year ended December 31, 2016, the Company sold to Prestige accounts with an aggregate face amount of approximately $54.6 million, for which Prestige paid to the Company approximately $43.7 million in cash. During the year ended December 31, 2016, $41.9 million was subsequently repaid to Prestige, including fees and interest. The proceeds from the initial assignment to Prestige under this secured borrowing arrangement were primarily utilized to pay off the balance of the existing line of credit and term loan with ANB Bank. Line of Credit and Term Loan In September 2014, the Company entered into a line of credit facility with ANB Bank for up to $8.0 million of borrowings. The line of credit originally matured in September 2017, and accrued interest at the prime rate plus 2%. The line of credit was secured by 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 repaid its outstanding principal and accrued interest under the line of credit in full in January 2016 in conjunction with the Company’s secured borrowing arrangement as described above. This line is no longer available to the Company. 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. As of December 31, 2015, the outstanding borrowings under the term loan were $2.9 million. The Company repaid its outstanding principal and accrued interest under the term loan in full in January 2016 to retire the term loan in conjunction with the Company’s secured borrowing arrangement as described below. 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, Ryan Drexler, Chief Executive Officer, President and Chairman of the Board, 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 to Mr. Drexler 28,571 shares of the Company’s common stock with a grant date fair value of $80,000 (based upon the closing price of the Company’s common stock on the date of issuance). Other “Other debt” primarily consisted of debt in default, which was settled as of December 31, 2016. As of December 31, 2015, “Other debt” was included as a component of short-term debt. Debt in default was related to convertible debt issued during the year ended December 31, 2012 and prior where the convertible debt was never converted to common stock, nor was the principal repaid. |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Operating Leases The Company leases office and warehouse facilities under operating leases, which expire at various dates through 2020. The amounts reflected in the table below are for the aggregate future minimum lease payments under non-cancelable facility operating leases for properties that have not been abandoned as part of the restructuring plan. See Note 5 for additional details regarding the restructured leases. Under lease agreements that contain escalating rent provisions, lease expense is recorded on a straight-line basis over the lease term. Rent expense was $0.9 million and $1.6 million for years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, future minimum lease payments are as follows (in thousands): For the Year Ending December 31, 2017 $ 435 2018 418 2019 392 2020 268 2021 — Thereafter — Total minimum lease payments $ 1,513 Capital Leases 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, 2016, the Company was leasing 10 vehicles under the capital lease which were included in “Property and equipment, net” in the Consolidated Balance Sheets. The original cost of leased assets was $330,000 and the associated accumulated depreciation was $126,000. As of December 31, 2015, the Company was leasing 21 vehicles under the capital lease which were included in “Property and equipment, net” in the Consolidated Balance Sheets. The original cost of leased assets was $670,000 and the associated accumulated depreciation was $90,000. The Company also leases manufacturing and warehouse equipment under capital leases, which expire at various dates through February 2020. Several of such leases were reclassified to the restructuring liability as of December 31, 2016, and related assets were written off to restructuring expense. As of December 31, 2016 and 2015, short-term capital lease liabilities of $173,000 and $186,000, respectively, were included as a component of current liabilities, and the long-term capital lease liabilities of $332,000 and $330,000, respectively, were included as a component of long-term liabilities in the Consolidated Balance Sheets. As of December 31, 2016, the Company’s future minimum lease payments under capital lease agreements, are as follows (in thousands): For the Year Ending December 31, 2017 $ 194 2018 179 2019 122 2020 50 2021 — Total minimum lease payments 545 Less amounts representing interest (40 ) Present value of minimum lease payments $ 505 Purchase Commitment As described in Note 4, upon closing of the sale of BioZone, the Company entered into a manufacturing and supply agreement whereby the Company is required to purchase a minimum of approximately $1.9 million of products per year from BioZone annually for an initial term of three years. If the minimum order quantities of specific products are not met, a $3.0 million minimum purchase commitment kicks in and any shortfall will be paid at 25% of the realized shortfall. Settlements Capstone The Company was engaged in a dispute with Capstone arising out of a Manufacturing Agreement between the parties. On November 7, 2016, the parties executed the Settlement Agreement. Under the Settlement Agreement, the Company paid cash to Capstone in the amount of $11.0 million and issued a warrant to purchase 1,289,378 shares of the Company’s common stock. All pending litigation was dismissed with prejudice. The Settlement Agreement released all parties from any and all claims, actions, causes of action, suits, controversies or counterclaims that the parties have had, now have or thereafter can, shall or may have. See additional information in Note 6. Arnold Schwarzenegger The Company was engaged in a dispute with Marine MP, LLC (“Marine MP”), Arnold Schwarzenegger (“Schwarzenegger”), and Fitness Publications, Inc. (“Fitness,” and together with Marine MP and Schwarzenegger, the “AS Parties”) concerning amounts allegedly owed under the parties’ Endorsement Licensing and Co-Branding Agreement (the “Endorsement Agreement”). In May 2016, the Company received written notice that the AS Parties were terminating the Endorsement Licensing and Co-Branding Agreement by and among the Company and the AS Parties, the Company provided written notice to the AS Parties that it was terminating the Endorsement Agreement, and the AS Parties commenced arbitration, alleging that the Company breached the parties’ agreement and misappropriated Schwarzenegger’s likeness. The Company filed its response and counterclaimed for breach of contract and breach of the implied covenant of good faith and fair dealing. On December 17, 2016, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with the AS Parties, effective January 4, 2017. Pursuant to the Settlement Agreement, and to resolve and settle all disputes between the parties and release all claims between them, the Company agreed to pay the AS Parties (a) $1.0 million, which payment was released to the AS Parties on January 5, 2017, and (b) $2.0 million within six months of the effective date of the Settlement Agreement. If the Company fails to make the second payment when due, pursuant to a confession of judgment entered into by the Company, the AS Parties will be entitled to an additional $1.0 million, for a total additional payment of $3.0 million to satisfy the AS Parties’ contract claim, which the AS Parties claim is valued at $4.0 million. The Company also has agreed that it will not sell any products from its Arnold Schwarzenegger product line, will donate to a charity chosen by Arnold Schwarzenegger any remaining usable product, and otherwise destroy any products currently in inventory. This inventory was written off to “Impairment of assets” in the Consolidate Statement of Operations as it had no future value. See additional information in Note 7. In addition, in connection with the transaction, the 780,000 shares of Company common stock held by Marine MP were sold to a third party on January 4, 2017 in exchange for an aggregate payment by such third party of $1,677,000 to the AS Parties. See additional information in Note 19. ETW In July 2014, the Company entered into an Endorsement Agreement with ETW. 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 that prominently displayed the MusclePharm name and logo. In May 2016, the Company entered into a settlement agreement with ETW, which eliminates all costs and terminates all future commitments under the Endorsement Agreement. See additional information in Note 5 and Note 15. 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, 2016, the Company was involved in the following material legal proceedings described below. Supplier Complaint In January 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. In March 2016, the Company filed an answer to ThermoLife’s complaint, denying the allegations contained in the complaint, and filed 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. Therefore, the Company believes that ThermoLife’s complaint is without merit. The lawsuit is currently in the discovery phase. Former Executive Lawsuit In December 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. In February 2016, Estalella filed a complaint in Colorado state court against the Company and Ryan Drexler, Chairman of the Board, Chief Executive Officer and President, 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. At the Company’s 2016 Annual Meeting of Stockholders in June 2016, Estalella was not reelected to the Board and is no longer a member of the Board. As of the date of this report, the Company has evaluated the potential outcome of this lawsuit and recorded the liability consistent with its policy. The lawsuit is currently in the discovery phase. Shareholder Derivative Complaint In October 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 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. Mr. Gartner 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. In December 2016, the case was dismissed without prejudice. Insurance Carrier Lawsuit The Company is engaged in litigation with insurance carrier Liberty Insurance Underwriters, Inc. arising out of Liberty’s denial of coverage. In 2014, the Company sought coverage under an insurance policy with Liberty for claims against directors and officers of the Company arising out of an investigation by the Securities and Exchange Commission. Liberty denied coverage, and, on February 12, 2015, the Company filed a complaint in the District Court, City and County of Denver, Colorado against Liberty claiming wrongful and unreasonable denial of coverage for the cost and expenses incurred in connection with the SEC investigation and related matters. Liberty removed the complaint to the United States District Court for the District of Colorado, which in August 2016 granted Liberty’s motion for summary judgment, denying coverage and dismissing the Company’s claims with prejudice, and denied the Company’s motion for summary judgment. The Company filed an appeal in November 2016. The appeal is currently in the discovery phase and the parties are in active settlement negotiations. Manchester City Football Group The Company is engaged in a dispute with City Football Group Limited (“CFG”), the owner of Manchester City Football Group, concerning amounts allegedly owed by the Company under a Sponsorship Agreement with CFG. In August 2016, CFG commenced arbitration in the United Kingdom against the Company, seeking approximately $8.3 million for the Company’s purported breach of the Agreement. The Company answered on October 7, 2016. The dispute is currently in arbitration. Sponsorship and Endorsement Contract Liabilities The Company has various non-cancelable endorsement and sponsorship agreements with terms expiring through 2019. The total value of future contractual payments as of December 31, 2016 are as follows (in thousands): For the Year Ending December 31, 2017 2018 2019 2020 2021 Thereafter Total Outstanding Payments Endorsement $ 274 $ 2 $ — $ — $ — $ — $ 276 Sponsorship 2,467 2,459 1,040 — — — 5,966 Total future payments $ 2,741 $ 2,461 $ 1,040 $ — $ — $ — $ 6,242 |
Note 11 - Stockholders' Deficit
Note 11 - Stockholders' Deficit | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Stockholders' Deficit | Note 11. Stockholders’ Deficit Common Stock For the year ended December 31, 2016, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Shares issued to employees, executives and directors 572,154 $ 1,367 $ 1.89-2.95 Shares issued related to sale of subsidiary 200,000 640 $ 3.20 Cancellation and forfeiture of restricted stock (449,085 ) (456 ) $ 2.72-13.00 Total 323,069 $ 1,551 $ 1.89-13.00 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 $ 766 $ 3.82-8.60 Stock issued for product line expansion 150,000 1,198 $ 7.99 Stock issued for MusclePharm apparel rights acquisition 170,000 1,394 $ 8.20 Stock issued for financing agreement 50,000 325 $ 6.49 Stock issued for consulting/endorsement agreement 55,189 320 $ 5.30-5.85 Stock issued for individual guaranty of debt 28,571 80 $ 2.80 Total 668,154 $ 4,083 $ 2.80-8.60 The fair value of all stock issuances above is based upon the quoted closing trading price on the date of issuance. Common stock outstanding as of December 31, 2016 and 2015 includes shares legally outstanding even if subject to future vesting. Warrants In November 2016, the Company issued a warrant to purchase 1,289,378 shares of its common stock to the parent company of Capstone related to the dispute settlement. See Note 6 for additional information. The exercise price of this warrant was $1.83 per share, with a contractual term of four years. The Company has valued this warrant by utilizing the Black Scholes model at approximately $1.8 million with the following assumptions: contractual life of four years, risk free interest rate of 1.27%, dividend yield of 0%, and expected volatility of 118.4%. In July 2014, the Company issued a warrant to purchase 100,000 shares of its common stock related to an endorsement agreement. See Note 15 for additional information. The exercise price of this warrant was $11.90 per share, with a contractual term of five years. This warrant was fully vested as of December 31, 2016. 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%. Treasury Stock During the years ended December 31, 2016 and 2015, the Company did not repurchase any shares of its common stock and held 875,621 shares in treasury as of December 31, 2016 and 2015. As of December 31, 2015, 860,900 of the Company’s shares held in treasury were subject to a pledge with a lender in connection with a term loan which was cancelled when the term loan was paid off in January 2016. |
Note 12 - Stock-Based Compensat
Note 12 - Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Note 12. Stock-Based Compensation Stock Incentive Plans In 2015, the Board adopted the MusclePharm Corporation 2015 Incentive Compensation Plan (the “2015 Plan”). The 2015 Plan provides for the issuance of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, restricted stock units, dividend equivalent 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 Code of 1986 (the “IRS Code”) to employees, consultants and directors of the Company or its subsidiaries. The 2015 Plan is administered by the Board, unless the Board elects to delegate administration responsibilities to a committee (the “Committee”), and will continue in effect until terminated by the Board. The 2015 Plan may be amended by the Board, 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. As of December 31, 2016, 1,374,519 shares were available to grant under the 2015 Plan. 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, 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 IRS Code. Section 162(m) of the IRS 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 would not be subject to the IRS Code’s limitations 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 the 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. Restricted Stock The Company’s stock-based compensation for the years ended December 31, 2016 and 2015 consist 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 Shares Weighted Average Grant Date Fair Value 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 Granted 572,154 2.39 Vested (843,643 ) 9.94 Cancelled (260,000 ) 13.00 Forfeited (116,085 ) 8.65 Unvested balance – December 31, 2016 378,425 3.45 The total fair value of restricted stock awards granted to employees and the Board was $1.4 million and $1.3 million for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, the total unrecognized expense for unvested restricted stock awards, net of expected forfeitures, was $1.1 million, which is expected to be amortized over a weighted average period of 1.4 years. Restricted Stock Awards Issued to Ryan Drexler, Chairman of the Board, Chief Executive Officer and President In December 2016, the Company issued Mr. Ryan Drexler 200,000 shares of restricted stock pursuant to an Amended and Restated Executive Employment Agreement (“Employment Agreement”) with a grant date value of $0.5 million based upon the closing price of the Company’s common stock on the date of issuance. These shares of restricted stock vest in full upon the first anniversary of the grant date. 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, and a family member, provided their individual guaranty for the remaining balance of the loans of $6.2 million. In consideration for executing his guaranty, the Company issued to Mr. Drexler 28,571 shares of common stock with a grant date fair value of $80,000, based upon the closing price of the Company’s common stock on the date of issuance. Accelerated Vesting of Restricted Stock Awards Related to Termination of Employment Agreement with Brad Pyatt, Former Chief Executive Officer In March 2016, Brad Pyatt, the Company’s former Chief Executive Officer, terminated his employment with the Company. Pursuant to the terms of the separation agreement with the Company, in exchange for a release of claims, the Company agreed to pay severance in the amount of $1.1 million, payable over a 12-month period, a lump sum of $250,000 payable in March 2017 and reimbursement of COBRA premiums. In addition, the remaining unvested restricted stock awards held by Brad Pyatt of 500,000 shares vested in full upon his termination in accordance with the original grant terms. In connection with the accelerated vesting of these restricted stock awards, the Company recognized stock compensation expense of $3.9 million, which is included in “Salaries and benefits” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2016. 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 the Company’s common stock on the date of issuance, and was recorded as “Selling, general and administrative” expense in the accompanying Consolidated Statements 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 Sheet upon issuance. The prepaid stock compensation was originally amortized over the performance period of three years. In connection with the restructuring disclosed in Note 5, the Company terminated the consulting and endorsement agreements with William Phillips and wrote off the unamortized prepaid stock compensation balance of $268,000 in August 2015. 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 the Company’s common stock on the date of issuance, and was recorded as “Advertising and promotion” expense in the accompanying Consolidated Statements of Operations. No additional common stock will be issued to William Phillips under this agreement. In July 2014, in connection with an endorsement agreement, the Company issued 446,853 shares of its restricted common stock to ETW with an aggregate market value of $5.0 million, as further described in Note 15. 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 plan disclosed further in Note 5, the Company wrote off the unamortized prepaid stock compensation balance related to these restricted stock awards to non-employees of $3.8 million in August 2015. 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 was 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 of ten years. In connection with the restructuring plan disclosed further in Note 5, the Company discontinued this product and wrote off the unamortized prepaid stock compensation balance of $1.1 million in August 2015. Stock Options The Company may grant options to purchase shares of the Company’s common stock to certain employees and directors pursuant to the 2015 Plan. Under the 2015 Plan, all stock options are granted with an exercise price equal to or greater than the fair market value of a share of the Company’s common stock on the date of grant. Vesting is generally determined by the Compensation Committee of the Board within limits set forth in the 2015 Plan. No stock option will be exercisable more than ten years after the date it is granted. In December 2016, the Company issued options to purchase 139,277 shares of its common stock to Mr. Peter Lynch, the Company’s Chief Financial Officer. These stock options have an exercise price of $2.39 per share, a contractual term of 10 years and a grant date fair value of $2.09 per share, or $0.3 million, which is amortized on a straight-line basis over the vesting period of three years. In February 2016, the Company issued options to purchase 137,362 shares of its common stock to Mr. Drexler, the Company’s Chief Executive Officer, President and Chairman of the Board, and 54,945 to Michael Doron, the Lead Director of the Board. These stock options have an exercise price of $1.89 per share, a contractual term of 10 years and a grant date fair value of $1.72 per share, or $0.3 million, which is amortized on a straight-line basis over the vesting period of two years. The Company determined the fair value of the stock options using the Black-Scholes model. The table below sets forth the assumptions used in valuing such options. For the Year Ended December 31, 2016 Expected term of options 6.5 years Expected volatility-range used 118.4%-131.0% Expected volatility-weighted average 125.7% Risk-free interest rate-range used 1.27%-1.71% For the year ended December 31, 2016, the Company recorded stock compensation expense related to options of $0.2 million. There were no options granted nor outstanding during the year ended December 31, 2015. Stock Options Summary Table The following table describes the total options outstanding, granted, exercised, expired and forfeited as of and during the years ended December 31, 2016 and 2015, as well as the total options exercisable as of December 31, 2016. Shares obtained from the exercise of our options are subject to various trading restrictions. Options Pursuant to the 2015 Plan Weighted Average Exercise Price Per Share Weighted Average Fair Value of Options Granted During the Year Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Issued and outstanding as of December 31, 2015 — $ — $ — — $ — Granted 331,584 2.10 1.88 Exercised — — — Forfeited — — — Issued and outstanding as of December 31, 2016 331,584 2.10 1.88 9.48 — Exercisable as of December 31, 2016 72,114 $ 1.89 1.72 9.15 — As of December 31, 2016, the total unrecognized expense for unvested stock options was $0.5 million, which is expected to be amortized over a weighted average period of 1.6 years. Other Stock-Based Compensation- Agreements with Worldwide Apparel, LLC – MusclePharm 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 consisted of a cash consideration of $850,000 and 170,000 shares of MusclePharm common stock with an aggregate 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 Consolidated Balance Sheets, and is subject to amortization over a period of seven years. |
Note 13 - Defined Contribution
Note 13 - Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 13. Defined Contribution Plan The Company established a 401(k) Plan (the “401(k) Plan”) for eligible employees of the Company. Generally, all employees of the Company who are at least twenty-one years of age and who have completed six months of service are eligible to participate in the 401(k) Plan. The 401(k) Plan is a defined contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, in the form of voluntary payroll deductions. The Company may make discretionary contributions. For the years ended December 31, 2016 and 2015, the Company’s matching contribution was $0.2 million and $0.3 million, respectively. |
Note 14 - Net Loss per Share
Note 14 - Net Loss per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 14. Net Loss per Share Basic net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during each period. There was no dilutive effect for the outstanding potentially dilutive securities for the years ended December 31, 2016 and 2015, respectively, as the Company reported a net loss for all periods. 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): For the Year Ended December 31, 2016 2015 Net loss $ (3,477 ) $ (51,858 ) Weighted average common shares used in computing net loss per share, basic and diluted 13,438,248 13,621,255 Net loss per share, basic and diluted $ (0.26 ) $ (3.81 ) Diluted net income per share is computed by dividing net income for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding potentially dilutive securities, and the if-converted method to assess the dilutive effect of the convertible notes. There was no dilutive effect for the outstanding awards for the years ended December 31, 2016 and 2015, respectively, as the Company reported a net loss for both periods. However, if the Company had net income for the year ended December 31, 2016, the potentially dilutive securities included in the earnings per share computation would have been 8,663,206. If the Company had net income for the year ended December 31, 2015, the potentially dilutive securities included in the earnings per share computation would have been 2,608,695. Total outstanding potentially dilutive securities were comprised of the following: As of December 31, 2016 2015 Stock options 331,584 — Warrants 1,389,378 100,000 Unvested restricted stock 378,425 1,025,999 Convertible notes 8,619,624 2,608,695 Total common stock equivalents 10,719,011 3,734,694 |
Note 15 - Endorsement Agreement
Note 15 - Endorsement Agreements | 12 Months Ended |
Dec. 31, 2016 | |
Text Block [Abstract] | |
Endorsement Agreements | Note 15. Endorsement Agreements Arnold Schwarzenegger In July 2013, the Company entered into an Endorsement Licensing and Co-Branding Agreement by and among the Company and AS Parties. 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 to Marine MP, LLC fully vested restricted shares of common stock with an aggregate market value of $8.5 million. The issuance was being amortized over the original three-year term of the agreement to “Advertising and promotion” expense. In May 2016, the Company received written notice to terminate the Endorsement Licensing and Co-Branding Agreement effective immediately. As a result, $2.0 million of intangible assets, prepaid assets and inventory related to the Arnold Schwarzenegger product line was written off as an impairment expense. On December 17, 2016, the Company entered into the Settlement Agreement with the AS Parties, effective January 4, 2017. Pursuant to the Settlement Agreement, and to resolve and settle all disputes between the parties and release all claims between them, the Endorsement Licensing and Co-Branding Agreement was terminated and the Company agreed to pay the AS Parties (a) $1 million, which payment was released to the AS Parties on January 5, 2017, and (b) $2.0 million within six months of the effective date of the Settlement Agreement. The Company also has agreed that it will not sell any products from its Arnold Schwarzenegger product line, will donate to a charity chosen by Arnold Schwarzenegger any remaining usable product, and otherwise destroy any products currently in inventory. See Note 10 for further details. ETW In July 2014, the Company entered into an Endorsement Agreement with ETW. 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 that prominently displayed the MusclePharm name and logo. In conjunction with this agreement, the Company issued 446,853 shares of the Company’s restricted common stock to ETW, 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 plan disclosed further in Note 5. In May 2016, the Company entered into a settlement agreement with ETW, which eliminates all costs and terminates all future commitments under the Endorsement Agreement. Pursuant to the settlement agreement, the Company paid ETW $2.2 million to terminate the parties’ obligations under Endorsement Agreement and to resolve all disputes between the parties. As a result, the Company adjusted its restructuring accrual balance from $7.0 million to $2.2 million according to the settlement agreement and recorded an expense credit of $4.8 million during the year ended December 31, 2016. Johnny Manziel In July 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 its 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. The Company recognized stock-based compensation expense of $6,000 and 65,000 for the years ended December 31, 2016 and 2015, respectively, related to these warrants, which is included as a component of “Advertising and promotion” expense in the accompanying Consolidated Statements of Operations. In connection with the restructuring disclosed in Note 5, the Company notified Johnny Manziel of its intention to terminate the endorsement agreement due to breach; however, Johnny Manziel has disputed the termination notice. As of December 31, 2016, all shares were vested under the warrant. |
Note 16 - Income Taxes
Note 16 - Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 16. Income Taxes The components of loss before provision for income taxes for the years ended December 31, 2016 and 2015 are as follows (in thousands): For the Year Ended December 31, 2016 2015 Domestic $ (3,857 ) $ (52,060 ) Foreign 698 307 Loss before provision for income taxes $ (3,159 ) $ (51,753 ) 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, 2016, the Company has a Federal net operating loss carry-forward of $80.1 million available to offset future taxable income. The Company has estimated state loss carry-forwards of $49.9 million. The Company also has federal research and development credit carryforwards of $0.2 million as of December 31, 2016. Utilization of net operating losses and R&D credits may be limited due to potential ownership changes under Section 382 of the IRS Code. These net operating loss carry-forwards and federal R&D credits have expiration dates starting in 2030 through 2036. Income taxes have not been provided on undistributed earnings of certain foreign subsidiaries in an aggregate amount of $0.5 million as of December 31, 2016 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, 2016 was $31.2 million. The net change in valuation allowance for the year ended December 31, 2016 was an increase of $0.4 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, 2016. The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2016 and 2015, are as follows (in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 29,359 $ 29,796 Other 1,794 5,142 Gross deferred tax assets 31,153 34,938 Valuation allowance (31,153 ) (30,834 ) Net deferred tax assets — 4,104 Deferred tax liability Stock-based compensation — (2,370 ) Intangibles — (1,734 ) Gross deferred tax liabilities — (4,104 ) Net deferred tax assets $ — $ — The Company incurred income tax expense of $318,000 and $105,000 for the years ended December 31, 2016 and 2015, respectively. Of the total tax provision for the years ended December 31, 2016 and 2015, $134,000 and $12,000 was attributed to taxes for foreign operations, respectively. The income tax provision for the years ended December 31, 2016 and 2015 included the following (in thousands): For the Year Ended December 31, 2016 2015 Current income tax expense: Federal $ 145 $ — State 39 93 Foreign 134 12 318 105 Deferred income tax provision: Federal — — State — — Foreign — — — — Provision for income taxes, net $ 318 $ 105 The income tax provision differs from those computed using the statutory federal tax rate of 34% due to the following (in thousands): For the Year Ended December 31, 2016 2015 Expected provision at statutory federal rate $ (1,074 ) $ (17,596 ) State tax — net of federal benefit 23 74 Foreign income/losses taxed at different rates (38 ) (43 ) Sale of BioZone 949 — Stock-based compensation — 56 Other 217 (125 ) Change in valuation allowance 241 17,739 Income tax expense $ 318 $ 105 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, 2015 $ 141 Deductions for tax positions taken in a prior year (102 ) Additions for tax positions taken in the current year 206 Gross UTB’s as of December 31, 2016 $ 245 If recognized, none of the Company’s unrecognized tax benefits as of December 31, 2016 would reduce its annual effective tax rate but would result in a corresponding adjustment to its deferred tax valuation allowance. As of December 31, 2016, 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. |
Note 17 - Segments, Geographica
Note 17 - Segments, Geographical Information | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Geographical Information | Note 17. Segments, Geographical Information 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 long-lived assets are attributable to operations in the U.S. for both 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): For the Year Ended December 31, 2016 2015 Revenue, net: United States $ 86,748 $ 120,598 International 45,751 46,260 Total revenue, net $ 132,499 $ 166,858 |
Note 18 - Related Party Transac
Note 18 - Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Note 17 - Related Party Transactions | Note 18. Related Party Transactions Chief Executive Officer, President and Chairman Convertible Secured Promissory Note Agreements and Debt Guaranty In November 2016, the Company entered into the 2016 Convertible Note with Mr. Ryan Drexler, pursuant to which Mr. Drexler loaned the Company $11.0 million. Proceeds from the note were used to fund the Settlement Agreement with Capstone. The 2016 Convertible Note is secured by all assets and properties of the Company and its subsidiaries, whether tangible or intangible. See Note 6 and Note 9 for additional information. In December 2015, the Company entered into the 2015 Convertible Note with Mr. Drexler, pursuant to which he loaned 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. In connection with the Company entering into the 2015 Convertible Note with Mr. Drexler, the Company granted Mr. Drexler the right to designate two directors to the Board. The Company agreed to take all actions necessary to permit such designation. See additional information in Note 9. For the years ended December 31, 2016 and 2015, interest expense related to the related party convertible secured promissory notes was $0.7 million and $33,000, respectively. During the year ended December 31, 2016, $0.5 million in interest was paid in cash to Mr. Drexler. No interest was paid during the year ended December 31, 2015. 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, Ryan Drexler, Chairman of the Board, Chief Executive Officer and President, 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 to Mr. Drexler 28,571 shares of the Company’s common stock with a grant date fair value of $80,000 (based upon the closing price of the Company’s common stock on the date of issuance). See additional information in Note 9. 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, the Company’s former CEO donated tickets to a game to a youth football team in 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 The Company had purchased split dollar life insurance policies on certain key executives. These policies provide a split of 50% of the death benefit proceeds to the Company and 50% to the officer’s designated beneficiaries. All policies were terminated or transferred to the former employees as of December 31, 2016. 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 from September 2015 through April 2017 for $77,000 was included in the restructuring expense for the year ended December 31, 2015. Prior to the closure of this facility, the Company recorded rent expense of $39,000 for the year ended December 31, 2015. 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, former VP and General Manager of MusclePharm Canada Enterprises Corp, the Company’s wholly-owned Canadian subsidiary. Mr. Passaretti separated from the Company in September 2015. For the year ended December 31, 2015, the Company paid rent of $83,000. The lease was terminated in November 2015. The Company paid no such rent in 2016. Business Relationship with Former Employee Ryan DeLuca, the former Chief Executive Officer of Bodybuilding.com, is the brother of Jeremy DeLuca, the Company’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 the Company in September 2015, and there is no ongoing relationship. Net revenue from products sales to Bodybuilding.com was $16.9 million for the year ended December 31, 2015. The Company had $1.5 million in trade receivables with Bodybuilding.com as of December 31, 2015. The Company purchased marketing services from Bodybuilding.com of $0.4 million for the year ended December 31, 2015. |
Note 19 - Subsequent Events
Note 19 - Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (“subsequent events”) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (“recognized subsequent events”). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (“non-recognized subsequent events”). Recognized Subsequent Events Arnold Schwarzenegger On December 17, 2016, the Company entered into the Settlement Agreement with the AS Parties, effective January 4, 2017. Pursuant to the Settlement Agreement, and to resolve and settle all disputes between the parties and release all claims between them, the Company agreed to pay the AS Parties (a) $1.0 million, which payment was released to the AS Parties on January 5, 2017, and (b) $2.0 million within six months of the effective date of the Settlement Agreement. In addition, in connection with the transaction, the 780,000 shares of Company common stock held by Marine MP were sold to a third party on January 4, 2017 in exchange for an aggregate payment by such third party of $1,677,000 to the AS Parties. See additional information in Note 10. Unrecognized Subsequent Events Related-Party Convertible Notes In January 2017, the maturity of the 2015 Convertible Note with Mr. Drexler was extended from January 2017 to November 2017. In addition, the interest rate for the 2015 Convertible Note was increased from 8% to 10% per annum and from 10% to 12% per annum if there is an event of default. |
Summary of Significant Accounti
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Consolidated Financial Statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with 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 future cash flows and operating plans, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, restructuring liabilities, valuations of equity securities and intangible assets, fair value of derivatives, warrants and options, among others. Actual results could differ from those estimates. |
Cash | Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2016 and 2015, 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 sales discounts and allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of “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, 2016 and 2015 (in thousands): As of December 31, 2016 2015 Accounts receivable $ 15,574 $ 26,057 Less: allowance for discounts (1,759 ) (3,707 ) Less: allowance for doubtful accounts (462 ) (347 ) Accounts receivable, net $ 13,353 $ 22,003 The allowance for discount for the years ended December 31, 2016 and 2015 consisted of the following activity (in thousands): For the Year Ended December 31, 2016 2015 Allowance for discount, beginning balance $ 3,707 $ 1,862 Charges against revenues 34,627 29,525 Utilization of reserve (36,575 ) (27,680 ) Allowance for discount, ending balance $ 1,759 $ 3,707 |
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 allow for product returns or replacements in certain cases. 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 were insignificant for the years ended December 31, 2016 and 2015, respectively. 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, 2016 and 2015, the Company recorded discounts, and to a lesser degree, sales returns, totaling $34.6 million and $29.5 million, respectively, which accounted for 21% and 15% of gross revenue in each period, respectively. |
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: Percentage of Net Revenue for the Year Ended December 31, Percentage of Net Accounts Receivable as of December 31, 2016 2015 2016 2015 Customers Costco 20 % 20 % 17 % 18 % Bodybuilding.com * 10 % * * GNC * 11 % * 10 % Europa * * * 11 % Vitamin Shoppe, Inc. * * 10 % * Sport One Trading LLC * * 10 % * * Represents less than 10% of net revenue or net accounts receivable. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled product due to defective manufacturing. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2016 and 2015: For the Year Ended December 31, Vendor 2016 2015 Capstone Nutrition * 59 % Nutra Blend 52 % 25 % Bakery Barn 25 % 11 % * Represents less than 10% of purchases. |
Inventory | Inventory MusclePharm products are produced through third party manufacturers, and the cost of product inventory is recorded using standard cost methodology. This standard cost methodology closely approximates actual cost. Prior to the sale of the BioZone subsidiary, its products were manufactured in production facilities in Pittsburg, CA, and the cost of inventory was recorded using a weighted average cost basis. BioZone was sold in May 2016. 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 is 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 years ended December 31, 2016 and 2015, the Company wrote down $0.8 million and $5.4 million, respectively, of prepaid stock compensation for terminated endorsement agreements related to the restructuring and other settlements. |
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, 2016, the Company wrote down $1.4 million related to an impaired manufacturing agreement. See additional information in Note 6. During the year ended December 31, 2015, in connection with the restructuring, the Company wrote down $0.2 million 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 recognized $1.8 million of impairments of long-lived assets related to the termination of certain manufacturing agreements and product lines during the year ended December 31, 2016. See additional information in Note 6 and Note 7. The Company did not recognize any impairment charges on its assets during the year ended December 31, 2015. |
Beneficial Conversion Feature | Beneficial Conversion Feature The issuance of the Company's convertible notes to a related party generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the beneficial conversion features by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the convertible notes. The discounts are accreting from the date of issuance through the redemption dates. Accretion expense is recognized over the period utilizing the effective interest method. See additional information in Note 9. |
Fair Value | Fair Value GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using an estimated fair value hierarchy which requires the Company to 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; and · Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on 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. |
Cost of Revenue | Cost of Revenue Cost of revenue for MusclePharm and its subsidiaries 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 a warehouse which is operated with the Company’s equipment and employees, with inventory that 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 consisted of raw materials, direct labor, freight-in, supplies and equipment rental expenses. The Company sold BioZone in May 2016. |
Advertising and Promotion | Advertising and Promotion Our advertising and promotion expenses consist primarily of digital, print and media advertising, athletic endorsements and sponsorships, promotional giveaways, trade show events and various partnering activities with our trading partners, 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, such as winning a championship. The Company records expense for these payments if and when the endorser achieves the specific achievement. |
Share-Based Payments and Stock-Based Compensation | Share-Based Payments and Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the 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 is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. Due to the Company’s limited experience with the expected term of options, the simplified method was utilized in determining the expected option term as prescribed in Staff Accounting Bulletin No. 110. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest. |
Foreign Currency | Foreign Currency The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada, MusclePharm Australia, 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 loss” in the Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ deficit, but are excluded from the Company’s net loss. The Company’s other comprehensive loss is made up of foreign currency translation adjustments for both 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. A valuation allowance is required to be established unless management determines that it is more likely than not that we will ultimately realize the tax benefit associated with a deferred tax asset. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements During August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments 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 March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients In March 2016, the FASB issued ASU No. 2016-09, Compensation – Stock Compensation (Topic 718) In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements— Going Concern |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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: Percentage of Net Revenue for the Year Ended December 31, Percentage of Net Accounts Receivable as of December 31, 2016 2015 2016 2015 Customers Costco 20 % 20 % 17 % 18 % Bodybuilding.com * 10 % * * GNC * 11 % * 10 % Europa * * * 11 % Vitamin Shoppe, Inc. * * 10 % * Sport One Trading LLC * * 10 % * * Represents less than 10% of net revenue or net accounts receivable. |
Schedule of Accounts Receivable, Net of Allowance | Accounts receivable consisted of the following as of December 31, 2016 and 2015 (in thousands): As of December 31, 2016 2015 Accounts receivable $ 15,574 $ 26,057 Less: allowance for discounts (1,759 ) (3,707 ) Less: allowance for doubtful accounts (462 ) (347 ) Accounts receivable, net $ 13,353 $ 22,003 |
Schedule of Allowance for Discount | The allowance for discount for the years ended December 31, 2016 and 2015 consisted of the following activity (in thousands): For the Year Ended December 31, 2016 2015 Allowance for discount, beginning balance $ 3,707 $ 1,862 Charges against revenues 34,627 29,525 Utilization of reserve (36,575 ) (27,680 ) Allowance for discount, ending balance $ 1,759 $ 3,707 |
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, 2016 and 2015: For the Year Ended December 31, Vendor 2016 2015 Capstone Nutrition * 59 % Nutra Blend 52 % 25 % Bakery Barn 25 % 11 % * Represents less than 10% of purchases. |
Note 4 - Sale of BioZone (Table
Note 4 - Sale of BioZone (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Components of Loss from Sale of Bio Zone | The following table summarizes the components of the loss from the sale of BioZone (in thousands): Cash proceeds from sale $ 5,942 Consideration for common stock transferred 50 Prepaid inventory 2,000 Fair market value of the common stock transferred (640 ) Assets sold: Accounts receivable, net (923 ) Inventory, net (1,761 ) Fixed assets, net (2,003 ) Intangible assets, net (5,657 ) All other assets (41 ) Liabilities transferred 1,197 Transaction and other costs (279 ) Loss on sale of subsidiary $ (2,115 ) |
Note 5 - Restructuring (Tables)
Note 5 - Restructuring (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 (in thousands): Employee Severance Costs Contract Termination Costs Purchase Commitment of Discontinued Inventories Not Yet Received Abandoned Lease 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 restructuring charges — 2,120 — — 2,120 Balance as of December 31, 2015 508 8,150 350 411 9,419 Expensed 601 (288 ) — 1,399 1,712 Benefit from settlement of Endorsement Agreement with ETW — (4,750 ) — — (4,750 ) Cash payments (1,109 ) (2,804 ) (175 ) (1,506 ) (5,594 ) Reclassification from capital lease liabilities to restructuring charges — — — 35 35 Balance as of December 31, 2016 $ — $ 308 $ 175 $ 339 $ 822 |
Schedule of Future Payments Under The Restructuring Plan | The total future payments under the restructuring plan as of December 31, 2016 are as follows (in thousands): For the Year Ending December 31, Outstanding Payments 2017 2018 2019 2020 2021 2022 Total Contract termination costs $ 308 $ — $ — $ — $ — $ — $ 308 Purchase commitment of discontinued inventories not yet received 175 — — — — — 175 Abandoned leased facilities 131 92 91 25 — — 339 Total future payments $ 614 $ 92 $ 91 $ 25 $ — $ — $ 822 |
Note 7 - Balance Sheet Compon32
Note 7 - Balance Sheet Components (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31, 2016 and 2015 (in thousands): As of December 31, 2016 2015 Raw materials $ — $ 1,385 Work-in-process — 22 Finished goods 8,568 11,142 Inventory $ 8,568 $ 12,549 |
Schedule of Property, Plant and Equipment | Property and equipment consisted of the following as of December 31, 2016 and 2015 (in thousands): As of December 31, 2016 2015 Furniture, fixtures and equipment $ 3,521 $ 3,621 Leasehold improvements 2,504 3,227 Manufacturing and lab equipment 3 1,659 Vehicles 334 1,146 Displays 483 483 Website 462 463 Construction in process 55 54 Property and equipment, gross 7,362 10,653 Less: accumulated depreciation and amortization (4,119 ) (3,960 ) Property and equipment, net $ 3,243 $ 6,693 |
Schedule of Intangible Assets | Intangible assets consisted of the following (in thousands): As of December 31, 2016 Gross Value Accumulated Net Remaining Weighted- Amortized Intangible Assets Brand $ 2,244 $ (606 ) $ 1,638 5.1 Total intangible assets $ 2,244 $ (606 ) $ 1,638 As of December 31, 2015 Gross Value Accumulated Net Weighted- Amortized Intangible Assets Customer relationships $ 3,130 $ (417 ) $ 2,713 15.0 Non-compete agreements 69 (69 ) — — 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 |
Schedule of Estimated Future Amortization Expense of Intangible Assets | As of December 31, 2016, the estimated future amortization expense of intangible assets is as follows (in thousands): For the Year Ending December 31, 2017 $ 321 2018 321 2019 321 2020 321 2021 321 Thereafter 33 Total amortization expense $ 1,638 |
Note 8 - Other Expense, net (Ta
Note 8 - Other Expense, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Other Income and Expenses [Abstract] | |
Other Expense, net | For the years ended December 31, 2016 and 2015, “Other expense, net” consisted of the following (in thousands): For the Year Ended December 31, 2016 2015 Other expense, net: Interest expense, related party $ (682 ) $ (33 ) Interest expense, other (258 ) (746 ) Interest expense, secured borrowing arrangement (702 ) — Foreign currency transaction gain (loss) 23 (1,047 ) Other (694 ) 20 Total other expense, net $ (2,313 ) $ (1,806 ) |
Note 9 - Debt (Tables)
Note 9 - Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Long Term Debt | As of December 31, 2016 and 2015, the Company’s debt consisted of the following (in thousands): As of December 31, 2016 2015 Revolving line of credit $ — $ 3,000 Term loan — 2,949 2015 Convertible Note due January 2017 with a related party, net of discount 6,000 5,952 2016 Convertible Note due November 2017 with a related party, net of discount 10,465 — Obligations under secured borrowing arrangement 2,681 — Other — 21 Total debt 19,146 11,922 Less: current portion (19,146 ) (5,970 ) Long term debt $ — $ 5,952 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2016, future minimum lease payments are as follows (in thousands): For the Year Ending December 31, 2017 $ 435 2018 418 2019 392 2020 268 2021 — Thereafter — Total minimum lease payments $ 1,513 |
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2016, the Company’s future minimum lease payments under capital lease agreements, are as follows (in thousands): For the Year Ending December 31, 2017 $ 194 2018 179 2019 122 2020 50 2021 — Total minimum lease payments 545 Less amounts representing interest (40 ) Present value of minimum lease payments $ 505 |
Contractual Obligation, Fiscal Year Maturity Schedule | The Company has various non-cancelable endorsement and sponsorship agreements with terms expiring through 2019. The total value of future contractual payments as of December 31, 2016 are as follows (in thousands): For the Year Ending December 31, 2017 2018 2019 2020 2021 Thereafter Total Outstanding Payments Endorsement $ 274 $ 2 $ — $ — $ — $ — $ 276 Sponsorship 2,467 2,459 1,040 — — — 5,966 Total future payments $ 2,741 $ 2,461 $ 1,040 $ — $ — $ — $ 6,242 |
Note 11 - Stockholders' Defic36
Note 11 - Stockholders' Deficit (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Schedule of Stockholders Equity | For the year ended December 31, 2016, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Shares issued to employees, executives and directors 572,154 $ 1,367 $ 1.89-2.95 Shares issued related to sale of subsidiary 200,000 640 $ 3.20 Cancellation and forfeiture of restricted stock (449,085 ) (456 ) $ 2.72-13.00 Total 323,069 $ 1,551 $ 1.89-13.00 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 $ 766 $ 3.82-8.60 Stock issued for product line expansion 150,000 1,198 $ 7.99 Stock issued for MusclePharm apparel rights acquisition 170,000 1,394 $ 8.20 Stock issued for financing agreement 50,000 325 $ 6.49 Stock issued for consulting/endorsement agreement 55,189 320 $ 5.30-5.85 Stock issued for individual guaranty of debt 28,571 80 $ 2.80 Total 668,154 $ 4,083 $ 2.80-8.60 |
Note 12 - Stock-Based Compens37
Note 12 - Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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 Shares Weighted Average Grant Date Fair Value 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 Granted 572,154 2.39 Vested (843,643 ) 9.94 Cancelled (260,000 ) 13.00 Forfeited (116,085 ) 8.65 Unvested balance – December 31, 2016 378,425 3.45 |
Black-Sholes assumptions | The table below sets forth the assumptions used in valuing such options. For the Year Ended December 31, 2016 Expected term of options 6.5 years Expected volatility-range used 118.4%-131.0% Expected volatility-weighted average 125.7% Risk-free interest rate-range used 1.27%-1.71% |
Schedule of Stock Option Activity | Options Pursuant to the 2015 Plan Weighted Average Exercise Price Per Share Weighted Average Fair Value of Options Granted During the Year Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Issued and outstanding as of December 31, 2015 — $ — $ — — $ — Granted 331,584 2.10 1.88 Exercised — — — Forfeited — — — Issued and outstanding as of December 31, 2016 331,584 2.10 1.88 9.48 — Exercisable as of December 31, 2016 72,114 $ 1.89 1.72 9.15 — |
Note 14 - Net Loss per Share (T
Note 14 - Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): For the Year Ended December 31, 2016 2015 Net loss $ (3,477 ) $ (51,858 ) Weighted average common shares used in computing net loss per share, basic and diluted 13,438,248 13,621,255 Net loss per share, basic and diluted $ (0.26 ) $ (3.81 ) |
Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | Total outstanding potentially dilutive securities were comprised of the following: As of December 31, 2016 2015 Stock options 331,584 — Warrants 1,389,378 100,000 Unvested restricted stock 378,425 1,025,999 Convertible notes 8,619,624 2,608,695 Total common stock equivalents 10,719,011 3,734,694 |
Note 16 - Income Taxes (Tables)
Note 16 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 and 2015 are as follows (in thousands): For the Year Ended December 31, 2016 2015 Domestic $ (3,857 ) $ (52,060 ) Foreign 698 307 Loss before provision for income taxes $ (3,159 ) $ (51,753 ) |
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, 2016 and 2015, are as follows (in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 29,359 $ 29,796 Other 1,794 5,142 Gross deferred tax assets 31,153 34,938 Valuation allowance (31,153 ) (30,834 ) Net deferred tax assets — 4,104 Deferred tax liability Stock-based compensation — (2,370 ) Intangibles — (1,734 ) Gross deferred tax liabilities — (4,104 ) Net deferred tax assets $ — $ — |
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision for the years ended December 31, 2016 and 2015 included the following (in thousands): For the Year Ended December 31, 2016 2015 Current income tax expense: Federal $ 145 $ — State 39 93 Foreign 134 12 318 105 Deferred income tax provision: Federal — — State — — Foreign — — — — Provision for income taxes, net $ 318 $ 105 |
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): For the Year Ended December 31, 2016 2015 Expected provision at statutory federal rate $ (1,074 ) $ (17,596 ) State tax — net of federal benefit 23 74 Foreign income/losses taxed at different rates (38 ) (43 ) Sale of BioZone 949 — Stock-based compensation — 56 Other 217 (125 ) Change in valuation allowance 241 17,739 Income tax expense $ 318 $ 105 |
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, 2015 $ 141 Deductions for tax positions taken in a prior year (102 ) Additions for tax positions taken in the current year 206 Gross UTB’s as of December 31, 2016 $ 245 |
Note 17 - Segments, Geographi40
Note 17 - Segments, Geographical Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
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): For the Year Ended December 31, 2016 2015 Revenue, net: United States $ 86,748 $ 120,598 International 45,751 46,260 Total revenue, net $ 132,499 $ 166,858 |
Note 1 - Description of Busin41
Note 1 - Description of Business - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ (150,994) | $ (147,517) | $ (95,659) |
Maximum amount of secured borrowing arrangement | 10,000 | ||
Cash | 4,943 | $ 7,081 | $ 1,020 |
Working capital deficit | 9,600 | ||
Cash received on account of sale of accounts | 43,700 | ||
Repayments on secrued borrowing arrangement | 41,900 | ||
Restructuring commencement date | Aug. 24, 2015 | ||
Convertible notes with a related party, net of discount | 16,465 | $ 0 | |
Convertible note with a related party, net of discount | 0 | $ 5,952 | |
Total liabilities | $ 39,000 |
Note 2 - Accounting Policies -
Note 2 - Accounting Policies - Schedule of Net Accounts Receivable (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Accounting Policies [Abstract] | |||
Accounts receivable | $ 15,574 | $ 26,057 | |
Less: allowance for discounts | (1,759) | (3,707) | $ (1,862) |
Less: allowance for doubtful accounts | (462) | (347) | |
Accounts receivable, net | $ 13,353 | $ 22,003 |
Note 2 - Accounting Policies 43
Note 2 - Accounting Policies - Schedule of Allowances for Discount (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounting Policies [Abstract] | ||
Allowance for discount, beginning balance | $ 3,707 | $ 1,862 |
Charges against revenues | 34,627 | 29,525 |
Utilization of reserve | (36,575) | (27,680) |
Allowance for discount, ending balance | $ 1,759 | $ 3,707 |
Note 2 - Accounting Policies (D
Note 2 - Accounting Policies (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Note 2 - Accounting Policies Detail | ||
Sales returns and discounts | $ 34,600 | $ 29,500 |
Sales returns and discounts as a percentage of sales | 21.00% | 15.00% |
Prepaid stock compensation write down | $ 800 | $ 5,400 |
Write down of prepaid expenses | 1,400 | 200 |
Impairment of long lived assets | $ 1,800 | $ 0 |
Note 2 - Accounting Policies 45
Note 2 - Accounting Policies - Customer Concentration Risk Percentage (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | Costco [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 20.00% | 20.00% |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | BodyBuilding.com | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | General Nutrition Corp [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 11.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Costco [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 17.00% | 18.00% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | General Nutrition Corp [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Europa [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 11.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Vitamin Shoppe [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Sport One Trading LLC [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 10.00% | |
Supplier Concentration Risk [Member] | Capstone Nutrition [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 59.00% | |
Supplier Concentration Risk [Member] | Nutra Blend [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 52.00% | 25.00% |
Supplier Concentration Risk [Member] | Bakery Barn [Member] | ||
Concentration Risk [Line Items] | ||
Concentration Risk, Percentage | 25.00% | 11.00% |
Note 2 - Accounting Policies 46
Note 2 - Accounting Policies - Estimated Lives of Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Displays [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 5 years |
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 |
Website [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 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 |
Furniture and Fixtures [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Furniture and Fixtures [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 |
Note 3 - Fair Value of financ47
Note 3 - Fair Value of financial Instruments (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
Impairment of long lived assets | $ 1,800 | $ 0 |
Note 4 - Sale of BioZone - Addi
Note 4 - Sale of BioZone - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
May 31, 2016 | Dec. 31, 2016 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Common stock, Value | $ 640 | |
Bio Zone [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Gross proceeds from sale of subsidiary | $ 9,800 | |
Cash receivable subject to an earn-out based on the financial performance | 1,500 | |
Accounts payables pay down | 350 | |
Common stock, Shares transferred | 200,000 | |
Common stock, Value | $ 640 | |
Loss on sale of business | 2,100 | $ (2,115) |
Proceeds from sale of subsidiary, Cash portion | 5,900 | |
Proceeds from sale of subsidiary, Credit portion | 2,000 | |
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 50 | |
Purchase commitment, Term | 3 years | |
Annual minimum purchase amount of product | $ 1,900 | |
Purchase commitment if annual minimum not met | $ 3,000 | |
Percentage paid on shortfall of minimum purchase amount | 25.00% |
Sale of BioZone - Summary of Co
Sale of BioZone - Summary of Components of Loss from Sale of Bio Zone (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assets sold: | ||
Loss on sale of subsidiary | $ (2,115) | $ 0 |
Bio Zone [Member] | ||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Cash proceeds from sale | 5,942 | |
Consideration for common stock transferred | 50 | |
Prepaid inventory | 2,000 | |
Fair market value of the common stock transferred | (640) | |
Assets sold: | ||
Accounts receivable, net | (923) | |
Inventory, net | (1,761) | |
Fixed assets, net | (2,003) | |
Intangible assets, net | (5,657) | |
All other assets | (41) | |
Liabilities transferred | 1,197 | |
Transaction and other costs | (279) | |
Loss on sale of subsidiary | $ (2,115) |
Note 5 - Restructuring - Additi
Note 5 - Restructuring - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other charges | $ (3,477) | $ 18,293 |
Inventory write down related to restructuring | 2,285 | 2,942 |
Recovery of restructuring and other charges | 4,800 | |
Release of restructuring accrual | 7,000 | |
Restructuring charges to be paid in cash | $ 822 | $ 9,419 |
Restructuring commencement date | Aug. 24, 2015 | |
Restricted Stock [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of restricted stock vested | 843,643 | 1,805,816 |
Purchase Commitment [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges to be paid in cash | $ 175 | |
ETW Corp Claims [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other charges | $ 7,000 | |
Facility Closing [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other charges | 900 | |
Write-off of long-lived assets | 1,400 | 400 |
Restructuring charges to be paid in cash | 339 | 411 |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other charges | 410 | 1,400 |
Severence costs of terminated employees | 900 | 2,700 |
Loss contingency settlement amount | 2,200 | |
Restructuring charges to be paid in cash | $ 508 | |
Employee Severance [Member] | Restricted Stock [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Number of restricted stock vested | 657,310 | |
Contract Termination [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other charges | $ 7,700 | |
Write-down of prepaid stock compensaton related to terminated endorsement agreements | 5,400 | |
Restructuring charges to be paid in cash | 308 | 8,150 |
Other Restructuring [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges to be paid in cash | 175 | 350 |
Cost of Sales [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other charges | 2,942 | |
Inventory write down related to restructuring | $ 2,300 | |
Operating Expense [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and other charges | $ 18,300 |
Restructuring - Schedule of Pro
Restructuring - Schedule of Provision of Restructuring and Accrued Restructuring Charges (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | $ 9,419 | |
Expensed | 1,712 | $ 9,149 |
Benefit from settlement of Endorsement Agreement with ETW | (4,750) | |
Cash payments | (5,594) | (1,850) |
Reclassification from accounts payable to restructuring charges | 2,120 | |
Balance | 822 | 9,419 |
Contract Termination [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 8,150 | |
Expensed | (288) | |
Expensed | 6,979 | |
Cash payments | (2,804) | (949) |
Reclassification from accounts payable to restructuring charges | 2,120 | |
Balance | 308 | 8,150 |
Employee Severance [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 508 | |
Expensed | 601 | |
Expensed | 1,353 | |
Cash payments | (1,109) | (845) |
Balance | 508 | |
Other Restructuring [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 350 | |
Expensed | 350 | |
Cash payments | (175) | |
Balance | 175 | 350 |
Facility Closing [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Beginning Balance | 411 | |
Expensed | 1,399 | |
Expensed | 467 | |
Cash payments | (1,506) | (56) |
Reclassification from accounts payable to restructuring charges | 35 | |
Balance | 339 | $ 411 |
ETW Corp Claims [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Benefit from settlement of Endorsement Agreement with ETW | (4,750) | |
ETW Corp Claims [Member] | Contract Termination [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Benefit from settlement of Endorsement Agreement with ETW | $ (4,750) |
Restructuring - Schedule of Fut
Restructuring - Schedule of Future Payments Under The Restructuring Plan (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Restructuring Cost and Reserve [Line Items] | ||
2,017 | $ 614 | |
2,018 | 92 | |
2,019 | 91 | |
2,020 | 25 | |
Total | 822 | $ 9,419 |
Contract Termination [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
2,017 | 308 | |
Total | 308 | 8,150 |
Facility Closing [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
2,017 | 131 | |
2,018 | 92 | |
2,019 | 91 | |
2,020 | 25 | |
Total | 339 | 411 |
Other Restructuring [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
2,017 | 175 | |
Total | $ 175 | $ 350 |
Note 6 - Capstone Nutrition A53
Note 6 - Capstone Nutrition Agreements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 02, 2015 | Jun. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 07, 2016 |
Business Acquisition [Line Items] | |||||
Contractual obligation | $ 6,242 | ||||
Common stock, par value | $ 0.001 | $ 0.001 | |||
Impairment of assets | $ 4,378 | $ 0 | |||
Investments, long-term | 0 | 977 | |||
Capstone [Member] | |||||
Business Acquisition [Line Items] | |||||
Contractual obligation | $ 2,500 | ||||
Contribution toward Capstone Facility Build | $ 2,500 | ||||
Amortization period of expense | 6 years 6 months | ||||
Impairment of assets | $ 2,400 | ||||
I N I [Member] | |||||
Business Acquisition [Line Items] | |||||
Percentage ownership interest agreed to purchase | 19.90% | ||||
Investment Warrants, Exercise Price | $ 0.01 | $ 1.83 | |||
Aggregate enterprise value | $ 200,000 | ||||
Option expiration date | Jun. 30, 2016 | ||||
Capstone cash settlement | $ 11,000 | ||||
Capstone settlement warrants | 1,289,378 | ||||
Capstone settlement warrants exercise price | $ 0.01 | $ 1.83 | |||
Capstone settlement warrants fair value | $ 1,800 | ||||
Total Capstone liabilities settled | $ 21,900 | ||||
Gain on Capstone settlement | $ 9,100 | ||||
I N I [Member] | Common Class B [Member] | |||||
Business Acquisition [Line Items] | |||||
Common stock, par value | $ 0.001 | ||||
Manufacturing Agreement [Member] | |||||
Business Acquisition [Line Items] | |||||
Impairment of assets | $ 1,400 | ||||
Prepaid Expenses and Other Current Assets [Member] | |||||
Business Acquisition [Line Items] | |||||
Prepaid expenses and other assets | $ 1,500 |
Note 7 - Balance Sheet Compon54
Note 7 - Balance Sheet Components - Schedule of Inventory (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory, Net [Abstract] | ||
Raw materials | $ 0 | $ 1,385 |
Work-in-process | 0 | 22 |
Finished goods | 8,568 | 11,142 |
Inventory | $ 8,568 | $ 12,549 |
Balance Sheet Components - Addi
Balance Sheet Components - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Balance Sheet Components [Line Items] | ||
Inventory write down related to corporate restructuring | $ 2,285 | $ 2,942 |
Reduction of inventory | 480 | (5,928) |
Depreciation and amortization expense | 1,500 | 1,800 |
Write-off of long-lived assets related to the abandonment of certain lease facilities | 300 | |
Amortization of intangible assets | 576 | 1,055 |
Finite-Lived Intangible Assets, Gross | 2,244 | 10,364 |
Finite-Lived intangible assets, net | 1,638 | 8,652 |
Bio Zone [Member] | ||
Balance Sheet Components [Line Items] | ||
Reduction of inventory | 1,800 | |
Reduction of property and equipment | 2,000 | |
Arnold Schwarzenegger Product Line [Member] | ||
Balance Sheet Components [Line Items] | ||
Impairment of inventory | 400 | |
Trademarks [Member] | ||
Balance Sheet Components [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 933 | |
Finite-Lived intangible assets, net | 800 | |
Trademarks [Member] | Arnold Schwarzenegger Product Line [Member] | ||
Balance Sheet Components [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,200 | |
Finite-Lived intangible assets, net | 800 | |
Impairment charge | 800 | |
Internet Domain Names [Member] | ||
Balance Sheet Components [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 54 | |
Finite-Lived intangible assets, net | 23 | |
Customer Relationships [Member] | ||
Balance Sheet Components [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,130 | |
Finite-Lived intangible assets, net | 2,713 | |
Patents [Member] | ||
Balance Sheet Components [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,158 | |
Finite-Lived intangible assets, net | 1,618 | |
Trade Names [Member] | ||
Balance Sheet Components [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,244 | 4,020 |
Finite-Lived intangible assets, net | $ 1,638 | 3,498 |
Noncompete Agreements [Member] | ||
Balance Sheet Components [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 69 | |
Finite-Lived intangible assets, net | $ 0 |
Note 7 - Balance Sheet Compon56
Note 7 - Balance Sheet Components - Schedule of Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 7,362 | $ 10,653 |
Less: accumulated depreciation and amortization | (4,119) | (3,960) |
Property and equipment, net | 3,243 | 6,693 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 55 | 54 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,504 | 3,227 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,521 | 3,621 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 334 | 1,146 |
Manufacturing And Lab Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3 | 1,659 |
Displays [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 483 | 483 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 462 | $ 463 |
Note 7 - Balance Sheet Compon57
Note 7 - Balance Sheet Components - Schedule of Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,244 | $ 10,364 |
Finite-Lived Intangible Assets, Accumulated Amortization | (606) | (1,712) |
Finite-Lived Intangible Assets, Net, Total | 1,638 | 8,652 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,244 | 4,020 |
Finite-Lived Intangible Assets, Accumulated Amortization | (606) | (522) |
Finite-Lived Intangible Assets, Net, Total | $ 1,638 | $ 3,498 |
Finite-Lived Intangible Asset, Remaining Useful Life | 5 years 5 months | |
Finite-Lived Intangible Asset, Useful Life | 10 years 6 months | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 2,158 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (540) | |
Finite-Lived Intangible Assets, Net, Total | $ 1,618 | |
Finite-Lived Intangible Asset, Useful Life | 8 years | |
Internet Domain Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 54 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (31) | |
Finite-Lived Intangible Assets, Net, Total | $ 23 | |
Finite-Lived Intangible Asset, Useful Life | 5 years | |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 3,130 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (417) | |
Finite-Lived Intangible Assets, Net, Total | $ 2,713 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 933 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (133) | |
Finite-Lived Intangible Assets, Net, Total | $ 800 | |
Finite-Lived Intangible Asset, Useful Life | 6 years 8 months 12 days | |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | $ 69 | |
Finite-Lived Intangible Assets, Accumulated Amortization | (69) | |
Finite-Lived Intangible Assets, Net, Total | $ 0 |
Balance Sheet Components - Sche
Balance Sheet Components - Schedule of Estimated Future Amortization Expense of Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 321 | |
2,018 | 321 | |
2,019 | 321 | |
2,020 | 321 | |
2,021 | 321 | |
Thereafter | 33 | |
Finite-Lived Intangible Assets, Net, Total | $ 1,638 | $ 8,652 |
Note 8 - Other Expense, net - O
Note 8 - Other Expense, net - Other Expense, net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Other expense, net | ||
Interest expense, related party | $ (682) | $ (33) |
Interest expense, other | (258) | (746) |
Interest expense, secured borrowing arrangement | (702) | 0 |
Foreign currency transaction gain (loss) | 23 | (1,047) |
Other | (694) | 20 |
Total other expense, net | $ (2,313) | $ (1,806) |
Note 9 - Debt - Schedule of Lon
Note 9 - Debt - Schedule of Long Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Revolving line of credit | $ 0 | $ 3,000 |
Term loan | 0 | 2,949 |
2015 Convertible Note due January 2017 with a related party, net of discount | 6,000 | 5,952 |
2016 Convertible Note due November 2017 with a related party, net of discount | 10,465 | 0 |
Obligations under secured borrowing arrangement | 2,681 | 0 |
Other | 0 | 21 |
Total debt | 19,146 | 11,922 |
Less: current portion | (19,146) | (5,970) |
Long term debt | $ 0 | $ 5,952 |
Debt - Additional Information (
Debt - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||||||
Jan. 31, 2017 | Dec. 31, 2016USD ($)shares | Nov. 30, 2016USD ($)$ / sharesshares | Jan. 31, 2016USD ($) | Oct. 31, 2015USD ($)shares | Feb. 28, 2015Installments | Sep. 30, 2014 | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)$ / sharesshares | |
Debt Instrument [Line Items] | |||||||||
Line of credit | $ 0 | $ 0 | $ 3,000 | ||||||
Stock issued to chairman of the board of directors, shares | shares | 200,000 | ||||||||
Stock issued to chairman of the board of directors, value | $ 500 | ||||||||
2015 Convertible Note due January 2017 with a related party | 6,000 | 6,000 | 5,952 | ||||||
2016 Convertible Note due November 2017 with a related party | 10,465 | 10,465 | 0 | ||||||
Interest expense, related party | 682 | 33 | |||||||
Cash paid for interest to related party | 501 | 0 | |||||||
Maximum amount of secured borrowing arrangement | $ 10,000 | 10,000 | |||||||
Cash received on account of sale of accounts | 43,700 | ||||||||
Repayments of account receivable sale | $ 41,900 | ||||||||
Executive Chairman Of Board Of Directors Convertible Secured Promissory Note Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest on convertible note | 10.00% | ||||||||
2016 Convertible Note due November 2017 with a related party | $ 11,000 | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 1.83 | ||||||||
Common stock reserved for future conversion | shares | 6,010,929 | ||||||||
Debt Instrument, Defaulted Interest Rate, Stated Percentage | 12.00% | ||||||||
Debt instrument, maturity period | 2017-11 | ||||||||
Debt discount upon issuance of the convertible note | $ 601 | ||||||||
Loan Modification Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest on convertible note | 10.00% | ||||||||
Debt Instrument, Defaulted Interest Rate, Stated Percentage | 12.00% | ||||||||
A N B Bank [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
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 | ||||||||
Interest on convertible note | 5.25% | ||||||||
Number of installments | Installments | 36 | ||||||||
Debt Instrument Maturity Date | Feb. 28, 2018 | ||||||||
Term loan outstanding borrowings | $ 2,900 | ||||||||
A N B Bank [Member] | Executive Chairman Of Board Of Directors Convertible Secured Promissory Note Agreement [Member] | Interim Chief Executive Officer President And Chairman [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest on convertible note | 8.00% | ||||||||
2015 Convertible Note due January 2017 with a related party | $ 6,000 | ||||||||
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 | ||||||||
A N B Bank [Member] | Convertible Debt Securities [Member] | Executive Chairman Of Board Of Directors Convertible Secured Promissory Note Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Common stock reserved for future conversion | shares | 2,608,695 | ||||||||
Loan Modification Agreement [Member] | A N B Bank [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument Maturity Date | Jan. 15, 2016 | ||||||||
Balance of debt subject to loan modification | $ 6,200 | ||||||||
Loan Modification Agreement [Member] | A N B Bank [Member] | Interim Chief Executive Officer President And Chairman [Member] | |||||||||
Debt Instrument [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 | ||||||||
Prestige Capital Corporation [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt Instrument Maturity Date | Mar. 31, 2017 | ||||||||
Percent of net face amount of assigned accounts receivable | 80.00% | ||||||||
Percent of remaining face amount of assigned accounts receivable | 20.00% | ||||||||
Sale of accounts | $ 54,600 | ||||||||
Cash received on account of sale of accounts | $ 43,700 | ||||||||
Prestige Capital Corporation [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maximum amount of secured borrowing arrangement | $ 10,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Oct. 27, 2015USD ($) | Jan. 31, 2017USD ($)shares | May 31, 2016USD ($) | Dec. 31, 2016USD ($)Vehicleshares | Dec. 31, 2015USD ($)Vehicle | Dec. 31, 2014USD ($)Vehicle |
Commitment And Contingencies [Line Items] | ||||||
Operating Lease Expire Term | 2,020 | |||||
Operating Leases, Rent Expense, Net | $ 900 | $ 1,600 | ||||
Capital Lease Expire Term | 2020-02 | |||||
Capital lease - short term | $ 173 | 186 | ||||
Capital Lease Obligations, Noncurrent | $ 332 | 330 | ||||
Sponsorship and endorsement contract term | 2,019 | |||||
Bio Zone [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Purchase commitment if annual minimum not met | $ 1,900 | |||||
Purchase commitment if annual minimum not met | $ 3,000 | |||||
Percentage paid on shortfall of minimum purchase amount | 25.00% | |||||
Manchester City LLC [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Loss contingency damage sought value | $ 8,300 | |||||
Marine MP LLC [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Marine MP cash settlement due within six months | 2,000 | |||||
Two Thousand and Fourteen Lease Agreement [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 126 | 90 | ||||
Vehicles [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Original cost of property acquired under capital lease | $ 330 | $ 670 | ||||
Fleet Lease Program [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,800 | |||||
Number of vehicles acquired under capital lease | Vehicle | 10 | 21 | ||||
Fleet Lease Program [Member] | Maximum [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Number of vehicles for lease | Vehicle | 50 | |||||
I N I [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Capstone cash settlement | $ 11,000 | |||||
Capstone settlement warrants | shares | 1,289,378 | |||||
Marine MP LLC [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Shares held by Marine MP | shares | 780,000 | |||||
Payment for shares held by Marine MP | $ 1,677 | |||||
Marine MP cash settlement | 1,000 | |||||
Additional settlement payment to Marine MP if default | 1,000 | |||||
Total settlement value | $ 4,000 | |||||
Securities And Exchange Commission [Member] | ||||||
Commitment And Contingencies [Line Items] | ||||||
Total settlement value | $ 700 |
Commitments and Contingencies63
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Year Ending December 31, | |
2,017 | $ 435 |
2,018 | 418 |
2,019 | 392 |
2,020 | 268 |
Total minimum lease payments | $ 1,513 |
Commitments and Contingencies64
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Capital Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 194 |
2,018 | 179 |
2,019 | 122 |
2,020 | 50 |
Total minimum lease payments | 545 |
Less amounts representing interest | (40) |
Present value of minimum lease payments | $ 505 |
Commitments and Contingencies65
Commitments and Contingencies - Contractual Obligation, Fiscal Year Maturity Schedule (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2,017 | $ 2,741 |
2,018 | 2,461 |
2,019 | 1,040 |
2,020 | 0 |
Thereafter | 0 |
Contractual Obligation, Total future payments | 6,242 |
Sponsorship [Member] | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2,017 | 2,467 |
2,018 | 2,459 |
2,019 | 1,040 |
2,020 | 0 |
Thereafter | 0 |
Contractual Obligation, Total future payments | 5,966 |
Endorsement [Member] | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2,017 | 274 |
2,018 | 2 |
2,019 | 0 |
2,020 | 0 |
Thereafter | 0 |
Contractual Obligation, Total future payments | $ 276 |
Note 11 - Stockholders' Equity
Note 11 - Stockholders' Equity - Schedule of Stockholders Equity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Stock issued to employees, executives and directors, Quantity | 200,000 | ||
Stock issued to employees, executives and directors, Valuation | $ 500 | ||
Stock issued for product line expansion, Valuation | $ 1,198 | ||
Shares issued related to sale of subsidiary, Valuation | $ 640 | ||
Cancellation of executive restricted stock, Valuation | $ (456) | ||
Stock for financing agreement, Valuation | 325 | ||
Stock issued for consulting/endorsement agreement, Valuation | $ 320 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued to employees, executives and directors, Quantity | 572,154 | 214,394 | |
Stock issued for product line expansion, Quantity | 150,000 | ||
Shares issued related to sale of subsidiary, Quantity | 200,000 | ||
Stock issued for acquisition, Quantity | 170,000 | ||
Cancellation of executive restricted stock, Quantity | (449,085) | ||
Stock issued for financing agreement, Quantity | 50,000 | ||
Stock issued for consulting/endorsement agreement, Quantity | 55,189 | ||
Stock issued for individual guaranty of debt, Quantity | 28,571 | ||
Total, Quantity | 323,069 | 668,154 | |
Stock issued to employees, executives and directors, Valuation | $ 1,367 | $ 766 | |
Stock issued for product line expansion, Valuation | 1,198 | ||
Shares issued related to sale of subsidiary, Valuation | 640 | ||
Stock issued for acquisition, Valuation | 1,394 | ||
Cancellation of executive restricted stock, Valuation | (456) | ||
Stock for financing agreement, Valuation | 325 | ||
Stock issued for consulting/endorsement agreement, Valuation | 320 | ||
Stock issued for individual guaranty of debt, Valuation | 80 | ||
Total, Valuation | $ 1,551 | $ 4,083 | |
Stock issued for product line expansion, Range of Value per Share | $ 7.99 | ||
Shares issued related to sale of subsidiary, Range of Value per Share | $ 3.20 | ||
Stock issued for financing agreement, Range of Value per Share | 6.49 | ||
Stock issued for individual guaranty of debt, Range of Value per Share | 2.80 | ||
Minimum [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued to employees, executives and directors, Range of Value per Share | 1.89 | 3.82 | |
Cancellation of executive restricted stock, Range of Value per Share | 2.72 | ||
Stock issued for consulting/endorsement agreement, Range of Value per Share | 5.30 | ||
Total, Range of Value per Share | 1.89 | 2.80 | |
Maximum [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued to employees, executives and directors, Range of Value per Share | 2.95 | 8.60 | |
Cancellation of executive restricted stock, Range of Value per Share | 13 | ||
Stock issued for consulting/endorsement agreement, Range of Value per Share | 5.85 | ||
Total, Range of Value per Share | $ 13 | $ 8.60 | |
Muscle Pharm Apparel [Member] | Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock issued for acquisition, Quantity | 170,000 | ||
Stock issued for acquisition, Valuation | $ 1,394 | ||
Stock issued for acquisition, Range of Value per Share | $ 8.20 |
Note 11 - Stockholders' Equit67
Note 11 - Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Nov. 30, 2016 | Jul. 31, 2014 | Dec. 31, 2016 | Nov. 07, 2016 | Dec. 31, 2015 | Mar. 02, 2015 | |
Treasury Stock, shares | 875,621 | 875,621 | ||||
Treasury share used to secure promissory note | 860,900 | |||||
Contractual term of warrants | 5 years | |||||
Expected term (in years) | 6 years 6 months | |||||
Warrant [Member] | ||||||
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% | |||||
Warrants vested | 100,000 | |||||
I N I [Member] | ||||||
Capstone settlement warrants | 1,289,378 | |||||
Capstone settlement warrants exercise price | $ 1.83 | $ 0.01 | ||||
Capstone settlement warrants fair value | $ 1,800 | |||||
Expected term (in years) | 4 years | |||||
Fair value of warrants, assumption, risk free interest rate | 1.27% | |||||
Fair value of warrants, assumption, dividend yield | 0.00% | |||||
Fair value of warrants, assumption, expected volatility | 118.40% |
Note 12 - Stock-Based Compens68
Note 12 - Stock-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock [Member] - $ / shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Shares, Unvested Beginning Balance | 1,025,999 | 2,631,987 |
Number of Shares, Granted | 572,154 | 299,828 |
Number of Shares, Vested | (843,643) | (1,805,816) |
Number of Shares, Cancelled | (260,000) | (100,000) |
Number of Shares, Forfeited | (116,085) | 0 |
Number of Shares, Unvested Ending Balance | 378,425 | 1,025,999 |
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance | $ 12.34 | $ 11.67 |
Weighted-Average Grant Date Fair Value, Granted | 2.39 | 4.25 |
Weighted-Average Grant Date Fair Value, Vested | 9.94 | 10.54 |
Weighted-Average Grant Date Fair Value, Cancelled | 13 | 4.29 |
Weighted-Average Grant Date Fair Value, Forfeited | 8.65 | 0 |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $ 3.45 | $ 12.34 |
Note 12 - Stock-Based Compens69
Note 12 - Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Feb. 29, 2016 | Oct. 31, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | May 31, 2015 | Feb. 28, 2015 | Jan. 31, 2015 | Dec. 31, 2014 | Jul. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock options contractual term | 10 years | |||||||||||
Stock option exercise price | $ 2.10 | $ 0 | ||||||||||
Stock-based compensation | $ 5,304 | $ 12,705 | ||||||||||
Prepaid stock compensation write down | 800 | 5,400 | ||||||||||
Total consideration related to the acquisition of the Apparel in cash | 0 | $ 850 | ||||||||||
Stock issued to chairman of the board of directors, shares | 200,000 | |||||||||||
Stock issued to chairman of the board of directors, value | $ 500 | |||||||||||
Third Party Service Provider Consulting Agreement [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted common stock issued | 30,000 | |||||||||||
Restricted stock, value | $ 402 | |||||||||||
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 | |||||||||||
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 | |||||||||||
Prepaid stock compensation amortization period | 10 years | |||||||||||
Prepaid stock compensation write down | $ 1,100 | |||||||||||
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 | |||||||||||
Business Acquisition Equity Interests Issued Or Issuable Number Of Shares Issued | 170,000 | |||||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 1,400 | |||||||||||
Finite-Lived Intangible Asset, Useful Life | 7 years | |||||||||||
Total cost of Apparel acquisition | $ 2,200 | |||||||||||
Loan Modification Agreement [Member] | A N B Bank [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Balance of debt subject to loan modification | $ 6,200 | |||||||||||
Interim Chief Executive Officer President And Chairman [Member] | Loan Modification Agreement [Member] | A N B Bank [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock issued to chairman of the board of directors, shares | 28,571 | |||||||||||
Stock issued to chairman of the board of directors, value | $ 80 | |||||||||||
Former Chief Executive Officer [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Severance cost | 1,100 | |||||||||||
Lump sum payment for severance pay | $ 250 | |||||||||||
Unvested restricted stock awards, remaining number of shares | 500,000 | |||||||||||
Former Chief Executive Officer [Member] | Salaries And Benefits [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Accelerated former CEO stock compensation expense | $ 3,900 | |||||||||||
Former Chief Executive Officer [Member] | Minimum [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Period for severance pay | 12 months | |||||||||||
Stock Compensation Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option plan, shares granted during period | 139,277 | |||||||||||
Stock options contractual term | 10 years | |||||||||||
Stock option exercise price | $ 2.39 | |||||||||||
Stock option grant date fair value per share | $ 2.09 | |||||||||||
Fair value of options granted | $ 300 | |||||||||||
Vesting period | 3 years | |||||||||||
Stock Compensation Plan [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Number of shares issuable, maximum | 2,000,000 | |||||||||||
Maximum number of shares that may be granted to any one participant | 350,000 | |||||||||||
Maximum cash award per year | $ 1,500 | |||||||||||
Shares available to grant | 1,374,519 | 1,374,519 | ||||||||||
Stock options contractual term | 10 years | |||||||||||
Fair value of options granted | $ 300 | |||||||||||
Vesting period | 2 years | |||||||||||
Stock Compensation Plan [Member] | Interim Chief Executive Officer President And Chairman [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option plan, shares granted during period | 137,362 | |||||||||||
Stock option exercise price | $ 1.89 | |||||||||||
Stock option grant date fair value per share | $ 1.72 | |||||||||||
Stock Compensation Plan [Member] | Lead Director Of The Board Of Directors [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Stock option plan, shares granted during period | 54,945 | |||||||||||
Stock option exercise price | $ 1.89 | |||||||||||
Stock option grant date fair value per share | $ 1.72 | |||||||||||
Restricted Stock [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Restricted stock awards granted | $ 1,400 | $ 1,300 | ||||||||||
Total unrecognized expense for unvested restricted stock awards | $ 1,100 | $ 1,100 | ||||||||||
Total unrecognized expense for unvested restricted stock awards, weighted average period (in years) | 1 year 5 months | |||||||||||
Stock compensation expense written-off | 3,800 | |||||||||||
Restricted Stock [Member] | Energy Drink Agreement [Member] | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||
Vesting period | 3 years | |||||||||||
Restricted Stock One [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 | |||||||||||
Restricted Stock Two [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 | |||||||||||
Prepaid stock compensation amortization period | 3 years | |||||||||||
Prepaid stock compensation write down | $ 268 | |||||||||||
Share issued within ten days after each subsequent three month period term | $ 25 | |||||||||||
Weighted average stock issuance prior period | 15 days | |||||||||||
Number of restricted stock awards issued related to consulting and endorsement agreement | 5,189 | |||||||||||
Restricted Stock Two [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 |
Note 12 - Stock-Based Compens70
Note 12 - Stock-Based Compensation Options (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Note 12 - Stock-based Compensation Options Detail | ||
Options issued and outstanding,shares | 331,584 | 0 |
Options granted | 331,584 | 0 |
Options Exercised | 0 | 0 |
Options forfeited | 0 | 0 |
Exercisable | 72,114 | 0 |
Weighted average option price per share, issued and outstanding | $ 2.10 | $ 0 |
Weighted average option price per share, granted | 2.10 | 0 |
Weighted average option price per share, exercised | 0 | 0 |
Weighted average option price per share, forfeited | 0 | 0 |
Weighted average option price per share, exercisable | 1.89 | 0 |
Weighted average fair value of options granted | $ 1.88 | $ 0 |
Weighted average remaining contractual life, years, issued and outstanding | 9 years 6 months | |
Weighted average remaining contractual life, years, exercisable | 9 years 2 months | |
Aggregate intrinsic value, issued and outstanding | $ 0 | $ 0 |
Aggregate intrinsic value, exercisable | 0 | |
Stock option compensation expense | 200 | $ 0 |
Total unrecognized expense for unvested stock options | $ 500 | |
Weighted average amortization period for unrecognized stock option expense in years | 1 year 7 months | |
Expected term of options | 6 years 6 months | |
Expected volatility - weighted average | 125.70% | |
Expected volatility percentage - minimum used | 118.40% | |
Expected volatility percentage - maximum used | 131.00% | |
Risk-free interest rate - minimum used | 1.27% | |
Risk-free interest rate - maximum used | 1.71% |
Defined Contribution Plan - Not
Defined Contribution Plan - Note 13 - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation and Retirement Disclosure [Abstract] | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $ 200 | $ 300 |
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, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Net loss | $ (3,477) | $ (51,858) |
Weighted-average common shares used in computing net loss per share, basic and diluted | 13,438,248 | 13,621,255 |
Net loss per share, basic and diluted | $ (0.26) | $ (3.81) |
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, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities outstanding | 10,719,011 | 3,734,694 |
Dilutive securities | 8,663,206 | 2,608,695 |
Employee Stock Option [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities outstanding | 331,584 | |
Dilutive securities | 0 | |
Convertible Debt Securities [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities outstanding | 8,619,624 | 2,608,695 |
Dilutive securities | 8,619,624 | 2,608,695 |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities outstanding | 1,389,378 | 100,000 |
Dilutive securities | 43,582 | 0 |
Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total potentially dilutive securities outstanding | 378,425 | 1,025,999 |
Dilutive securities | 0 | 0 |
Endorsement Agreements - Additi
Endorsement Agreements - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Jul. 31, 2014 | Jul. 31, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | |
Endorsement Agreement Disclosure [Line Items] | |||||
Asset impairment expense | $ 4,378 | $ 0 | |||
Contractual obligation | $ 6,242 | ||||
Contractual term of warrants | 5 years | ||||
Expected term (in years) | 6 years 6 months | ||||
Warrant expense | $ 6 | 65 | |||
Release of restructuring accrual | 7,000 | ||||
Selling and Marketing Expense [Member] | |||||
Endorsement Agreement Disclosure [Line Items] | |||||
Warrant expense | 6 | 50 | |||
Warrant [Member] | |||||
Endorsement Agreement Disclosure [Line Items] | |||||
Warrants vesting period | 2 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% | ||||
Warrants vested | 100,000 | ||||
J. Manziel | |||||
Endorsement Agreement Disclosure [Line Items] | |||||
Warrants to purchase common stock | 100,000 | ||||
Weighted Average Exercise Price, Balance (in dollars per share) | $ 11.90 | ||||
Marine MP LLC [Member] | |||||
Endorsement Agreement Disclosure [Line Items] | |||||
Marine MP cash settlement | $ 1,000 | ||||
Arnold Schwarzenegger Product Line [Member] | |||||
Endorsement Agreement Disclosure [Line Items] | |||||
Asset impairment expense | 2,000 | ||||
Marine MP LLC [Member] | |||||
Endorsement Agreement Disclosure [Line Items] | |||||
Restricted common stock, shares issued value | $ 8,500 | ||||
Marine MP cash settlement due within six months | 2,000 | ||||
ETW Corp [Member] | |||||
Endorsement Agreement Disclosure [Line Items] | |||||
Restricted common stock, shares issued value | $ 5,000 | ||||
Prepaid Expense | $ 3,500 | ||||
Restricted common stock, shares issued | 446,853 | ||||
Loss contingency settlement amount | 2,200 | ||||
Restructuring expense | 4,800 | ||||
Expected term (in years) | 4 years | ||||
Release of restructuring accrual | $ 7,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Line Items] | ||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | $ 49,900 | |
Deferred tax assets, federal credit carryforwards | 200 | |
Undistributed Earnings of Foreign Subsidiaries | 500 | |
Real Estate Owned, Valuation Allowance, Amounts Applied | 31,153 | $ 30,834 |
Net change in valuation allowance | 400 | |
Provision for income taxes | 318 | 105 |
Current Foreign Tax Expense (Benefit) | $ 134 | $ 12 |
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% |
Maximum [Member] | ||
Income Tax Disclosure [Line Items] | ||
Future Taxable Income Expiring Term | Dec. 31, 2036 | |
Minimum [Member] | ||
Income Tax Disclosure [Line Items] | ||
Future Taxable Income Expiring Term | Dec. 31, 2030 | |
Domestic Tax Authority [Member] | ||
Income Tax Disclosure [Line Items] | ||
Federal operating loss carryforwards | $ 80,100 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (3,857) | $ (52,060) |
Foreign | 698 | 307 |
Loss before provision for income taxes | $ (3,159) | $ (51,753) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 29,359 | $ 29,796 |
Other | 1,794 | 5,142 |
Gross deferred tax assets | 31,153 | 34,938 |
Valuation allowance | (31,153) | (30,834) |
Net deferred tax assets | 0 | 4,104 |
Deferred tax liability | ||
Stock-based compensation | 0 | (2,370) |
Intangibles | 0 | (1,734) |
Gross deferred tax liabilities | 0 | (4,104) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current income tax expense: | ||
Federal | $ 145 | $ 0 |
State | 39 | 93 |
Foreign | 134 | 12 |
Current Income Tax Expense (Benefit), Total | 318 | 105 |
Deferred income tax provision: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Deferred Income Tax Expense (Benefit) | 0 | 0 |
Provision for income taxes, net | $ 318 | $ 105 |
Income Taxes - Tax Expense Diff
Income Taxes - Tax Expense Differences From Expected Tax Expenses (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Expected provision at statutory federal rate | $ (1,074) | $ (17,596) |
State tax - net of federal benefit | 23 | 74 |
Foreign income/losses taxed at different rates | (38) | (43) |
Sale of BioZone | 949 | 0 |
Stock-based compensation | 0 | 56 |
Other | 217 | (125) |
Change in valuation allowance | 241 | 17,739 |
Provision for income taxes, net | $ 318 | $ 105 |
Income Taxes - Recon of Beginni
Income Taxes - Recon of Beginning and Ending Amount of Unrecognized Tax Benefits (UTB's) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Gross UTB's, Beginning balance | $ 245 | $ (141) |
Additions for tax positions taken in a prior year | (102) | |
Additions for tax positions taken in the current year | 206 | |
Gross UTB's, Ending balance | $ 245 | $ (141) |
Geographical Information - Reve
Geographical Information - Revenue, Net by Geographic Area (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenue, net: | ||
Revenue, net | $ 132,499 | $ 166,858 |
UNITED STATES | ||
Revenue, net: | ||
Revenue, net | 86,748 | 120,598 |
International [Member] | ||
Revenue, net: | ||
Revenue, net | $ 45,751 | $ 46,260 |
Note 18 - Related Party Trans82
Note 18 - Related Party Transactions (Details Narrative) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Oct. 31, 2013USD ($)ft² | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Nov. 30, 2016USD ($) | |
Convertible note with a related party, net of discount, long term | $ 0 | $ 5,952 | ||
Operating lease expense | $ 900 | 1,600 | ||
Split of death benefit proceeds | 50.00% | |||
Total cost of sport ticket | 15 | |||
Trade Receivables | $ 13,353 | 22,003 | ||
2016 Convertible Note due November 2017 with a related party | 10,465 | 0 | ||
Interest expense, related party | 682 | 33 | ||
Cash paid for interest to related party | $ 501 | 0 | ||
Reclassification from accounts payable to restructuring charges | 2,120 | |||
Executive Chairman Of Board Of Directors Convertible Secured Promissory Note Agreement [Member] | ||||
2016 Convertible Note due November 2017 with a related party | $ 11,000 | |||
Lease Agreement With Significant Shareholder [Member] | ||||
Area of Related Party Lease | ft² | 1,437 | |||
Lease Agreement With Significant Shareholder [Member] | Restructuring Charges [Member] | ||||
Rent expenses | $ 39 | |||
Reclassification from accounts payable to restructuring charges | $ 77 | |||
Lease With Former Employee | ||||
Operating lease expense | 83 | |||
BodyBuilding.com | ||||
Revenue | 16,900 | |||
Trade Receivables | 1,500 | |||
Marketing services | 400 | |||
A N B Bank [Member] | Executive Chairman Of Board Of Directors Convertible Secured Promissory Note Agreement [Member] | Interim Chief Executive Officer President And Chairman [Member] | ||||
Convertible note with a related party, net of discount, long term | $ 6,000 |
Note 19 - Subsequent Events (De
Note 19 - Subsequent Events (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |||
Jan. 31, 2017 | Nov. 30, 2016 | Feb. 28, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | |
A N B Bank [Member] | |||||
Interest on convertible note | 5.25% | ||||
Loan Modification Agreement [Member] | |||||
Interest on convertible note | 10.00% | ||||
Debt Instrument, Defaulted Interest Rate, Stated Percentage | 12.00% | ||||
Executive Chairman Of Board Of Directors Convertible Secured Promissory Note Agreement [Member] | |||||
Interest on convertible note | 10.00% | ||||
Debt Instrument, Defaulted Interest Rate, Stated Percentage | 12.00% | ||||
Executive Chairman Of Board Of Directors Convertible Secured Promissory Note Agreement [Member] | A N B Bank [Member] | Interim Chief Executive Officer President And Chairman [Member] | |||||
Interest on convertible note | 8.00% | ||||
Debt Instrument, Defaulted Interest Rate, Stated Percentage | 10.00% | ||||
Marine MP LLC [Member] | |||||
Marine MP cash settlement due within six months | $ 2,000 | ||||
Marine MP LLC [Member] | |||||
Shares held by Marine MP | 780,000 | ||||
Payment for shares held by Marine MP | $ 1,677 | ||||
Marine MP cash settlement | $ 1,000 |
Uncategorized Items - mslp-2016
Label | Element | Value |
Bio Zone [Member] | ||
Proceeds from sale of subsidiary | us-gaap_ProceedsFromDivestitureOfBusinesses | $ 9,800,000 |