Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2021 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2021 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 000-53166 | |
Entity Registrant Name | MusclePharm Corporation | |
Entity Central Index Key | 0001415684 | |
Entity Tax Identification Number | 77-0664193 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 3753 Howard Hughes Parkway | |
Entity Address, Address Line Two | Suite 200-849 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89169 | |
City Area Code | (800) | |
Local Phone Number | 292-3909 | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 33,386,200 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 384 | $ 2,003 |
Accounts receivable, net of allowances of $207 and $3,407 at September 30, 2021 and December 31, 2020, respectively | 7,332 | 7,488 |
Inventory, net | 1,589 | 1,032 |
Prepaid expenses and other current assets | 1,538 | 1,341 |
Total current assets | 10,843 | 11,864 |
Property and equipment, net | 7 | 13 |
Intangible assets, net | 115 | 356 |
Operating lease right-of-use assets | 271 | 474 |
Other assets | 75 | 295 |
TOTAL ASSETS | 11,311 | 13,002 |
Current liabilities: | ||
Obligation under secured borrowing arrangement | 6,090 | 7,098 |
Line of credit | 743 | |
Operating lease liability, current | 446 | 381 |
Convertible notes with a related party, net of discount | 5,329 | 2,872 |
Accounts payable | 18,770 | 14,719 |
Accrued and other liabilities | 6,928 | 6,194 |
Total current liabilities | 37,563 | 32,007 |
Operating lease liability, long-term | 343 | |
Other long-term liabilities | 3,561 | 5,071 |
Total liabilities | 41,124 | 37,421 |
Commitments and contingencies (Note 9) | ||
Stockholders’ deficit: | ||
Common stock, par value of $0.001 per share; 100,000,000 shares authorized, 34,261,821 and 33,980,905 shares issued as of September 30, 2021 and December 31, 2020, respectively; 33,386,200 and 33,105,284 shares outstanding as of September 30, 2021 and December 31, 2020, respectively | 32 | 32 |
Additional paid-in capital | 178,955 | 178,261 |
Treasury stock, at cost; 875,621 shares | (10,039) | (10,039) |
Accumulated deficit | (198,761) | (192,673) |
TOTAL STOCKHOLDERS’ DEFICIT | (29,813) | (24,419) |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT | $ 11,311 | $ 13,002 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 207 | $ 3,407 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 34,261,821 | 33,980,905 |
Common stock, shares outstanding | 33,386,200 | 33,105,284 |
Treasury stock, shares | 875,621 | 875,621 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Revenue, net | $ 11,971,000 | $ 16,085,000 | $ 40,000,000 | $ 49,309,000 |
Cost of revenue | 11,942,000 | 11,073,000 | 34,102,000 | 34,504,000 |
Gross profit | 29,000 | 5,012,000 | 5,898,000 | 14,805,000 |
Operating expenses: | ||||
General and administration | 2,453,000 | 3,586,000 | 7,609,000 | 11,001,000 |
Selling and promotion | 1,012,000 | 623,000 | 3,195,000 | 2,100,000 |
Impairment of intangible assets | 167,000 | 167,000 | ||
Total operating expenses | 3,465,000 | 4,376,000 | 10,804,000 | 13,268,000 |
Income (loss) from operations | (3,436,000) | 636,000 | (4,906,000) | 1,537,000 |
Other (expense) income: | ||||
Loss on settlement obligation | (87,000) | |||
Interest and other income (expense), net | (465,000) | (456,000) | (1,144,000) | (1,539,000) |
Gain on settlement of payables | 518,000 | 518,000 | ||
Income (loss) before provision for income taxes | (3,901,000) | 698,000 | (6,050,000) | 429,000 |
Provision for income taxes | 32,000 | 20,000 | 40,000 | 64,000 |
Net income (loss) | $ (3,933,000) | $ 678,000 | $ (6,090,000) | $ 365,000 |
Net income (loss) per share, basic | $ (0.12) | $ 0.02 | $ (0.18) | $ 0.01 |
Net income (loss) per share, diluted | $ (0.12) | $ 0.01 | $ (0.18) | $ 0.01 |
Weighted average shares used to compute net income (loss) per share, basic | 33,386,200 | 33,008,189 | 33,134,933 | 32,746,147 |
Weighted average shares used to compute net income (loss) per share, diluted | 33,386,200 | 49,097,595 | 33,134,933 | 48,835,553 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2019 | $ 32 | $ 177,914 | $ (10,039) | $ (195,858) | $ (27,952) |
Beginning balance, shares at Dec. 31, 2019 | 33,000,412 | ||||
Stock-based compensation | 100 | 100 | |||
Issuance of shares of common stock related to the payment of advertising services | 47 | 47 | |||
Issuance of shares of common stock related to the payment of advertising services, shares | 101,454 | ||||
Net income (loss) | (60) | (60) | |||
Balance at Mar. 31, 2020 | $ 32 | 178,061 | (10,039) | (195,918) | (27,865) |
Ending balance, shares at Mar. 31, 2020 | 33,101,866 | ||||
Balance at Dec. 31, 2019 | $ 32 | 177,914 | (10,039) | (195,858) | (27,952) |
Beginning balance, shares at Dec. 31, 2019 | 33,000,412 | ||||
Net income (loss) | 365 | ||||
Balance at Sep. 30, 2020 | $ 32 | 178,236 | (10,039) | (195,493) | (27,265) |
Ending balance, shares at Sep. 30, 2020 | 33,130,039 | ||||
Balance at Mar. 31, 2020 | $ 32 | 178,061 | (10,039) | (195,918) | (27,865) |
Beginning balance, shares at Mar. 31, 2020 | 33,101,866 | ||||
Stock-based compensation | 79 | 79 | |||
Issuance of shares of common stock related to the payment of advertising services | 69 | 69 | |||
Issuance of shares of common stock related to the payment of advertising services, shares | 28,173 | ||||
Net income (loss) | (253) | (253) | |||
Balance at Jun. 30, 2020 | $ 32 | 178,209 | (10,039) | (196,171) | (27,970) |
Ending balance, shares at Jun. 30, 2020 | 33,130,039 | ||||
Stock-based compensation | 27 | 27 | |||
Net income (loss) | 678 | 678 | |||
Balance at Sep. 30, 2020 | $ 32 | 178,236 | (10,039) | (195,493) | (27,265) |
Ending balance, shares at Sep. 30, 2020 | 33,130,039 | ||||
Balance at Dec. 31, 2020 | $ 32 | 178,261 | (10,039) | (192,673) | (24,419) |
Beginning balance, shares at Dec. 31, 2020 | 33,105,284 | ||||
Stock-based compensation | |||||
Stock-based compensation, shares | 280,916 | ||||
Net income (loss) | 94 | 94 | |||
Balance at Mar. 31, 2021 | $ 32 | 178,261 | (10,039) | (192,579) | (24,325) |
Ending balance, shares at Mar. 31, 2021 | 33,386,200 | ||||
Balance at Dec. 31, 2020 | $ 32 | 178,261 | (10,039) | (192,673) | (24,419) |
Beginning balance, shares at Dec. 31, 2020 | 33,105,284 | ||||
Net income (loss) | (6,090) | ||||
Balance at Sep. 30, 2021 | $ 32 | 178,955 | (10,039) | (198,761) | (29,813) |
Ending balance, shares at Sep. 30, 2021 | 33,386,200 | ||||
Balance at Mar. 31, 2021 | $ 32 | 178,261 | (10,039) | (192,579) | (24,325) |
Beginning balance, shares at Mar. 31, 2021 | 33,386,200 | ||||
Stock-based compensation | 308 | 308 | |||
Net income (loss) | (2,251) | (2,251) | |||
Balance at Jun. 30, 2021 | $ 32 | 178,569 | (10,039) | (194,828) | (26,266) |
Ending balance, shares at Jun. 30, 2021 | 33,386,200 | ||||
Stock-based compensation | 386 | 386 | |||
Net income (loss) | (3,933) | (3,933) | |||
Balance at Sep. 30, 2021 | $ 32 | $ 178,955 | $ (10,039) | $ (198,761) | $ (29,813) |
Ending balance, shares at Sep. 30, 2021 | 33,386,200 |
Consolidated Statements Cash Fl
Consolidated Statements Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net Income (loss) | $ (6,090,000) | $ 365,000 |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization of property and equipment | 9,000 | 130,000 |
Amortization of intangible assets | 240,000 | 240,000 |
Bad debt expense | 326,000 | 174,000 |
Loss on disposal of property and equipment | (176,000) | |
Gain on settlement of payables | (518,000) | |
Inventory loss provision | 1,000 | (115,000) |
Stock-based compensation | 694,000 | 206,000 |
Issuance of common stock to non-employees | 116,000 | |
Impairment of operating lease right-of-use assets | 167,000 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (169,000) | (572,000) |
Inventory | (557,000) | 3,347,000 |
Prepaid expenses and other current assets | (197,000) | 36,000 |
ROU and other assets | 423,000 | 429,000 |
Accounts payable and accrued liabilities | 2,854,000 | (1,259,000) |
Net cash (used in) provided by operating activities | (2,466,000) | 2,570,000 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of property and equipment | (3,000) | (4,000) |
Proceeds from disposal of property and equipment | 220,000 | |
Net cash (used in) provided by investing activities | (3,000) | 216,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment to line of credit | (528,000) | (2,452,000) |
Proceeds from line of credit | 2,192,000 | |
Proceeds from secured borrowing arrangement, net of reserves | 38,247,000 | 32,762,000 |
Payments to secured borrowing arrangement, net of fees | (39,255,000) | (34,289,000) |
Proceeds from shareholder’s loan | 49,000 | |
Proceeds from issuance of Paycheck Protection Program Loan | 965,000 | |
Repayment of finance lease obligations | (54,000) | |
Proceeds of notes payable | 145,000 | |
Repayment of notes payables | (165,000) | |
Net cash (used in) provided by financing activities | 850,000 | (3,233,000) |
NET CHANGE IN CASH | (1,619,000) | (447,000) |
CASH — BEGINNING OF PERIOD | 2,003,000 | 1,532,000 |
CASH — END OF PERIOD | 384,000 | 1,085,000 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for Interest | $ 1,153,000 | $ 522,000 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Description of Business MusclePharm Corporation, together with its subsidiaries (the “Company” or “MusclePharm”) is a scientifically-driven, performance lifestyle company that develops, markets and distributes branded sports nutrition products and nutritional supplements that are manufactured by the Company’s co-manufacturers. Our portfolio of recognized brands, including MusclePharm and FitMiss, is marketed and sold globally. The Company has historically incurred significant losses and experienced negative cash flows since inception. As of September 30, 2021, the Company had cash of $ 0.4 1.6 2.0 26.7 29.8 199 The Company’s ability to continue as a going concern is dependent upon it generating profits in the future and/or obtaining the necessary financing to meet its obligations and repay liabilities arising from normal business operations when they come due. The Company is evaluating different strategies to obtain financing to fund its operations to cover expenses and focus on achieving a level of revenue adequate to support its current cost structure. Financing strategies may include, but are not limited to, private placements of capital stock, debt borrowings, partnerships and/or collaborations. The Company has been focused on cost containment and improving gross margins by focusing on customers with higher margins, reducing product discounts and promotional activity, along with reducing the number of SKU’s and negotiate pricing for raw materials. In addition, the Company has worked to negotiate lower production costs with its co-manufacturers. Although these steps improved gross margins through the first quarter of 2021, with the recent increases in commodity prices, primarily protein, the Company’s gross margins have been impacted and will continue to be impacted unless commodity prices return the same levels that were seen in 2020. In 2021, the Company announced its entrance into the functional energy space with its partnership with a former Rockstar Energy executive. The Company launched three flavors of MP Combat Energy in September for domestic distribution and three additional flavors for international distribution. The Company believes with the launch of its new energy products, reductions in operating costs and continued focus on gross profit and top line sales growth will allow it to ultimately achieve sustained profitability. However, the Company can give no assurances that this will occur, especially with the cost to launch new energy products along with the recent increase in the cost of protein, which may have a material impact on the Company’s profitability. Additionally, the Company’s profitability may be materially impacted by the ability of our third-party manufacturers to meet our customers’ demands. Although, the Company believes entering the functional energy space will help to increase sales and gross margin, and reduce exposure to commodity prices, the Company can give no assurances that this will occur. To manage cash flow, the Company has entered into multiple financing arrangements. The Company’s results of operations are affected by economic conditions, including macroeconomic conditions and levels of business confidence. There continues to be significant volatility and economic uncertainty in many markets and the ongoing COVID-19 pandemic contributes to that level of volatility and uncertainty and has created economic disruption. The Company is actively managing its business to respond to the impact. There were no adjustments recorded in the financial statements that might result from the outcome of these uncertainties. The ultimate impact of the COVID-19 pandemic on the Company’s operations is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the duration of the COVID-19 outbreak, new information which may emerge concerning the severity of the COVID-19 pandemic, and any additional preventative and protective actions that governments, or the Company, may direct, which may result in an extended period of continued business disruption, reduced customer traffic and reduced operations. Any resulting financial impact cannot be reasonably estimated at this time but may have a material impact on our business, financial condition and results of operations. Management continues to monitor the business environment for any significant changes that could impact the Company’s operations. The Company has taken proactive steps to manage costs and discretionary spending, such as remote working and reducing facility related expense. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s management believes the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of September 30, 2021, results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 29, 2021. Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, present value of lease liabilities, among others. Actual results could differ from those estimates. Shipping and Handling The Company accounts for shipping and handling costs as fulfillment activities, which are therefore recognized upon shipment of the goods. For the three and nine months ended September 30, 2021, the Company incurred $ 0.4 million and $ 1.4 million, respectively, of inbound shipping and handling costs. For the three and nine months ended September 30, 2020, the Company incurred $ 0.2 million and $ 0.9 million, respectively, of inbound shipping and handling costs. Shipping and handling costs related to inbound purchases of raw material and finished goods are included in cost of revenue in our consolidated statements of operations. For the three and nine months ended September 30, 2021, the Company incurred $ 0.7 million and $ 2.3 million, respectively, of shipping and handling costs related to shipments to our customers. For the three and nine months ended September 30, 2020, the Company incurred $ 0.6 million and $ 1.7 million, respectively, of shipping and handling costs related to shipments to our customers. Shipping and handling costs related to shipments to our customers is included in “Selling, general and administrative” expense in our consolidated statements of operations. Sales Discounts and Returns The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes. During the three months ended September 30, 2021 and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 1.9 million and $ 4.1 million, respectively, which accounted for 13.9% and 20.4 of gross revenue in each period, respectively. During the nine months ended September 30, 2021, and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 6.3 million and $ 11.7 million, respectively, which accounted for 13.5% and 19.1% 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 Company maintains its cash balance at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 0.1 Significant customers are those that represent more than 10% of the Company’s revenue, net or accounts receivable for each period presented. For the three months ended September 30, 2021, the Company had one customer who individually accounted for 50% of net revenue. For the nine months ended September 30, 2021, the Company had three customers who individually accounted for 44% , 12% , and 11% of net revenue. Two customers accounted for 51% , 10% of accounts receivable, net as of September 30, 2021. For the three months ended September 30, 2020, the Company had two customers who individually accounted for 46% 10% 37% 19% 13% 37% 20% 11% The Company uses a limited number of non-affiliated suppliers for contract manufacturing of its products. For the three months ended September 30, 2021, the Company had three suppliers who individually accounted for approximately 19% , 16% and 12% of its purchases with contract manufacturers and raw material providers. For the nine months ended September 30, 2021, the Company had three suppliers who individually accounted for approximately 22% , 17% and 15% of its purchases with contract manufacturers and raw material providers. Three vendors accounted for 26% , 19 %, 10% of accounts payable as of September 30, 2021. For the three months ended September 30, 2020, the Company had two suppliers who individually accounted for approximately 37% and 10% of its purchases with contract manufacturers and raw material providers. For the nine months ended September 30, 2020, the Company had three suppliers who individually accounted for approximately 26% , 23% and 22% of its purchases with contract manufacturers and raw material providers. Recent Accounting Pronouncements In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentations, including classification of certain labilities and operating expenses. These changes in presentation did not have a material impact on the Company’s financial condition or results of operations. The Company has updated its Consolidated Statements of Operations to be presented by function, which did not change total operating expenses or gross margins. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3. Inventory Inventory consisted solely of finished goods and raw materials used to manufacture our products by one of our co-manufacturers (in thousands): Schedule of Inventory As of September 30, 2021 As of December 31, 2020 Raw materials $ 754 $ 332 Finished goods, net 835 700 Inventory, net $ 1,589 $ 1,032 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Note 4. Accrued and Other Liabilities As of September 30, 2021 and December 31, 2020, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities As of September 30, 2021 As of December 31, 2020 Accrued professional fees $ 216 $ 242 Accrued interest 756 644 Accrued payroll and bonus 578 738 Settlements – short-term (Nutrablend and 4Excelsior) 2,230 2,005 Accrued expenses - ThermoLife 1,364 1,364 Accrued and other short-term liabilities 1,784 1,201 Accrued and other liabilities $ 6,928 $ 6,194 |
Interest and other income (expe
Interest and other income (expense), net | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Interest and other income (expense), net | Note 5. Interest and other income (expense), net For the three and nine months ended September 30, 2021 and 2020, “Interest and other income (expense), net” consisted of the following (in thousands): Schedule of Interest and Other Expense, Net 2021 2020 2021 2020 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense, related party $ (161 ) $ (76 ) $ (429 ) $ (228 ) Interest expense, other (235 ) (249 ) (693 ) (581 ) Interest expense, secured borrowing arrangement (287 ) (312 ) (710 ) (1,060 ) Foreign currency transaction loss (10 ) (2 ) 22 (20 ) Other income 228 183 666 350 Total interest and other expense, net $ (465 ) $ (456 ) $ (1,144 ) $ (1,539 ) |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Leases | Note 6. Leases A summary of the Company’s lease portfolio as of September 30, 2021 and December 31, 2020 is presented in the table below (in thousands): Schedule of Supplemental Balance Sheet Information Balance Sheet Classification September 30, 2021 December 31, 2020 Assets Operating ROU assets, net $ 271 $ 474 Liabilities Current liabilities: Operating Operating lease liability - current $ 446 $ 381 Non-current liabilities: Operating Operating lease liability - long term - 343 Total lease liabilities $ 446 $ 724 Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Nine months ended September 30, 2021 Nine months ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 277 $ 506 Operating cash flows from finance leases - 1 Financing cash flows from finance leases - 54 The weighted average remaining lease term was as follows: Operating leases (in years) 1.0 1.8 Finance leases (in years) - - The weighted average discount rate was as follows: Operating leases 18 % 18 % Finance leases - 5 % |
Other Long-Term Liabilities
Other Long-Term Liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | Note 7. Other Long-Term Liabilities As of September 30, 2021, and December 31, 2020, the Company’s other long-term liabilities consisted of the following (in thousands): Schedule of Other Long-Term Liabilities As of September 30, 2021 As of December 31, 2020 Settlements – long-term (Nutrablend and 4Excelsior) 2,741 3,906 Paycheck Protection Program loan 820 965 Other - 200 Other long-term liabilities $ 3,561 $ 5,071 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 8. Debt Related-Party Refinanced Convertible Note On November 29, 2020, the Company entered into a refinancing agreement with Mr. Ryan Drexler, the Company’s Chairman of the Board of Directors and Chief Executive Officer (the “November 2020 Refinancing”), in which the Company issued to Mr. Drexler a convertible secured promissory note (the “November 2020 Convertible Note”) in the original principal amount of $ 2,871,967 , which amended and restated a convertible secured promissory note dated as of August 21, 2020. The $ 2,871,967 million November 2020 Convertible Note bears interest at the rate of 12% per annum. Unless earlier converted or repaid, all outstanding principal and any accrued but unpaid interest under the November 2020 Convertible Note was due and payable on July 1, 2021; however, the Company and Mr. Drexler agreed to an extension until July 14, 2022. Any interest not paid when due shall be capitalized and added to the principal amount of the November 2020 Convertible Note and bear interest on the applicable interest payment date along with all other unpaid principal, capitalized interest, and other capitalized obligations. Mr. Drexler may, at any time, and from time to time, upon written notice to the Company, convert the outstanding principal and accrued interest into shares of Common Stock, at a conversion price of $ 0.23 0.10 The November 2020 Convertible Note contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the November 2020 Convertible Note. The November 2020 Convertible Note is subordinated to the secured borrowing arrangement the Company entered into with Prestige Capital Corporation (“Prestige”). The convertible note balance as of September 30, 2021 and December 31, 2020 was $ 2,871,967 Related-Party Secured Revolving Promissory Note/Related-Party Convertible Note On October 15, 2020, the Company entered into a secured revolving promissory note (the “Revolving Note”) with Ryan Drexler. Under the terms of the Revolving Note, the Company can borrow up to $ 3.0 12% On August 13, 2021, the Company issued to Ryan Drexler (the “Holder”) a convertible secured promissory note (the “August 2021 Convertible Note”) in the original principal amount of $ 2,457,549 and cancelled the Revolving Note. The August 2021 Convertible Note bears interest at the rate of 12% At the Company’s option (as determined by its independent directors), the Company may repay up to one sixth of any interest payment by either adding such amount to the principal amount of the August 2021 Convertible Note or by converting such interest amount into an equivalent amount of the Company’s common stock, $ 0.001 July 14, 2022 The Holder may, at any time, and from time to time, upon written notice to the Company, convert the outstanding principal and accrued interest into shares of Common Stock, at a conversion price equal to the closing price of the common stock on October 15, 2021. The Company may prepay the August 2021 Convertible Note by giving the Holder between 15 60 The August 2021 Convertible Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, at the option of the Holder and upon written notice to the Company, or automatically under certain circumstances, all outstanding principal and accrued interest will become due and payable. The August 2021 Convertible Note also contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the August 2021 Convertible Note. The August 2021 Convertible Note is subordinated to certain other indebtedness of the Company. The convertible note balance as of September 30, 2021 was $ 2,457,549 zero The revolver balance of September 30, 2021 was zero 0.7 million For the three months ended September 30, 2021 and 2020, interest expense related to the total related party debt was $ 0.2 0.1 For the nine months ended September 30, 2021 and 2020, interest expense related to the total related party debt was $ 0.4 0.2 Secured Borrowing Arrangement In January 2016, the Company entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with 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 Purchase and Sale Agreement, upon the receipt and acceptance of each assignment of Accounts, Prestige will pay the Company 80% 12.5 20% 0.7% 4% with the exception of international and certain domestic customers On April 10, 2019, the Company and Prestige amended the terms of the agreement. The agreement was extended until April 1, 2020 On June 14, 2021 , Prestige advanced the Company $ 1 six 15% 2% On July 26, 2021, Prestige advanced the Company $ 1 six 15% 1% 18,750 As of September 30, 2021, and December 31, 2020, the Company had outstanding borrowings under the secured borrowing arrangement (including the 2 advances) of approximately $ 6.1 million and $ 7.1 million, respectively. On Oct 12th, the June 14th and July 26th Prestige $2 million advance was extended to the date of the termination of the $7.0 million senior secured note offering. During the three months ended September 30, 2021 and 2020, the Company assigned to Prestige, accounts with an aggregate face amount of approximately $ 15 14.6 12 11.6 11.2 11.6 During the nine months ended September 30, 2021 and 2020, the Company assigned to Prestige, accounts with an aggregate face amount of approximately $ 47.8 41 38.2 32.8 39.3 34.3 Paycheck Protection Program Loan Due to economic uncertainty as a result of the ongoing pandemic (COVID-19), on May 14, 2020, the Company received an aggregate principal amount of $ 964,910 1% The Note is expected to mature on May 16, 2025 1.0 0.1 On October 25 th 965 K loan liability and $ 13 K in accrued interest that will be eliminated from the general ledger in October. Change Capital Holdings I, LLC Merchant and Purchase Agreement On August 31, 2021 the company entered into a merchant receivables and purchase securities agreement with Change Capital Holdings I, LLC (“Change Capital”). The company received funding of $ 1 On October 12 th |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 9. Commitments and Contingencies Settlements Manchester City Football Group The Company was 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 (the “Sponsorship Agreement”). In August 2016, CFG commenced arbitration in the United Kingdom against the Company, seeking approximately $ 8.3 On July 28, 2017, the Company approved a Settlement Agreement (the “CFG Settlement Agreement”) with CFG effective July 7, 2017. The CFG Settlement Agreement represents a full and final settlement of all litigation between the parties. Under the terms of the agreement, the Company agreed to pay CFG a sum of $ 3 1 1 1 0.3 During the three months ended September 30, 2021 and 2020, the Company recorded a charge of $ 19,000 and $ 19,000 , respectively and during the nine months ended September 30, 2021 and 2020, the Company recorded a charge of $ 57,000 and $ 57,000 , respectively. This charge, representing imputed interest, is included in “Interest and other expense, net” in the Company’s consolidated statements of operations. Nutrablend Matter On February 27, 2020, Nutrablend, a manufacturer of MusclePharm products, filed an action against the Company in the United States District Court for the Eastern District of California, claiming approximately $ 3.1 On September 25, 2020, the parties successfully mediated the case to a settlement (the “Nutrablend Agreement”) and the Company agreed to (i) pay approximately $ 3.1 The Company agreed to issue Purchase Orders in a combined total amount of at least (i) $ 1,500,000 1,800,000 2,100,000 2,100,000 1,400,000 700,000 2.0 3.0 On July 7, 2021, the Company commenced an action against Nutrablend in the Central District of California, seeking (i) a declaration that the Nutrablend Agreement purchase order provisions have been terminated due to Nutrablend’s failure to provide the Company with reasonable assurances of its ability to fulfill its purchase orders; (ii) a declaration that approximately $ 2.0 As of September 30, 2021, the Company determined that approximately $ 1.1 million dollars of the Owed Amount was due within a year, and this amount was recorded in “Accrued and other liabilities” in the consolidated balance sheets. The present value of the remaining Owed Amount that was due after a year was $ 0.7 million, and the amount was recorded in “Other long-term liabilities” in the consolidated balance sheets. The Company made payments of $ 1.0 million as of September 30, 2021. During the three and nine months ended September 30, 2021, the Company recorded interest of $ 0.1 million and $ 0.2 million, respectively. This charge, representing imputed interest, is included in “Interest and other expense, net” in the Company’s consolidated statements of operations. On September 23, 2021, the Company entered into an Amendment to a Settlement Agreement that was originally entered into on September 25, 2020. Pursuant to the Amended Agreement, the Company is no longer obligated to issue Purchase Orders to Nutrablend as stated in the Settlement Agreement, which, as stated in the Form 8-K dated September 25, 2020, consisted of at least (i) $ 1,500,000 from September 1, 2020 through November 30, 2020; (ii) $ 1,800,000 from December 1, 2020 through February 28, 2021; (iii) $ 2,100,000 from March 1, 2021 through May 31, 2021; (iv) $ 2,100,000 from June 1, 2021 through August 31, 2021; and (v) $ 1,400,000 from September 1, 2021 through October 30, 2021. The Monthly Payments provision of the Settlement Agreement remains unchanged. 4Excelsior Matter On March 18, 2019, Excelsior Nutrition, Inc. (“4Excelsior”), a manufacturer of MusclePharm products, filed an action against the Company in the Superior Court of the State of California for the County of Los Angeles, claiming approximately $ 6.2 7.8 On December 16, 2020, the Company and 4Excelsior entered into a Settlement Agreement and Mutual Release (“the Agreement”), pursuant to which the parties resolved and settled the civil action pending in the Superior Court of the State of California for the County of Los Angeles (the “Litigation”). The parties agreed to a mutual general release of claims and to jointly file within 10 business days of the effective date of the Agreement a stipulation and proposed order of dismissal, dismissing with prejudice all claims and counterclaims asserted in the Litigation. The Company agreed to pay $ 4.75 70,000 0.1 18% The Company determined that approximately $ 1.1 million dollars of the Settlement Amount was due within a year, and this amount was recorded in “Accrued and other liabilities” in the consolidated balance sheets. The present value of the remaining Settlement Amount that was due after a year was $ 2.0 million, and the amount was recorded in “Other long-term liabilities” in the consolidated balance sheets. The Company made payments of $ 0.8 million as of September 30, 2021. During the three and nine months ended September 30, 2021, the Company recorded interest expense of $ 0.1 million and $ 0.3 million, respectively, in the consolidated statements of operations. 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. The Company provides disclosures for material contingencies when there is a reasonable possibility that a loss or an additional loss may be incurred. In assessing whether a loss is a reasonable possibility, the Company may consider the following factors, among others: the nature of the litigation, claim or assessment, available information, opinions or views of legal counsel and other advisors, and the experience gained from similar cases. As of September 30, 2021, the Company was involved in the following material legal proceedings described below. ThermoLife International In January 2016, ThermoLife International LLC (“ThermoLife”), a supplier of nitrates to the Company, filed a complaint against the Company in Arizona state court. ThermoLife alleged that the Company failed to meet minimum purchase requirements contained in the parties’ supply agreement. The court held a bench trial on the issue of damages in October 2019, and on December 4, 2019, the court entered judgment in favor of ThermoLife and against the Company in the amount of $ 1.6 million, comprised of $ 0.9 million in damages, interest in the amount of $ 0.3 million and attorneys’ fees and costs in the amount of $ 0.4 million. The Company recorded $ 1.6 million in accrued expenses in 2018. As of September 30, 2021, the total amount accrued, including interest, was $ 1.9 million. The Company has filed an appeal and posted bonds in the total amount of $ 0.6 million in order to stay execution on the judgment pending appeal. Of the $ 0.6 million, $ 0.25 million (including fees) was paid by Mr. Drexler on behalf of the Company. See “Note 8. Debt” for additional information. The balance of $ 0.35 million was secured by a personal guaranty from Mr. Drexler, while the associated annual fee of $ 12,500 has been paid by the Company. On April 27, 2021, the appellate court issued a decision largely affirming the trial court judgement, except vacating the judgement’s $ 0.3 million prejudgment interest award and remanding for a recalculation of prejudgment interest. On May 18, 2021, ThermoLife filed a motion asking the trial court to increase the Company’s appeal bond to the full amount of the judgment, or $ 1.9 million, which the Court denied on June 2, 2021. For both the three months ended September 30, 2021 and 2020, interest expense recognized by the Company on the awarded damages was $ 67,025 66,000 The Company intends to vigorously continue pursuing its defenses. On June 25, 2021, the Company filed a petition for review in the Arizona Supreme Court requesting that the Court accept review of the appeal affirming the judgment against the Company. ThermoLife opposed the petition for review on July 26, 2021. The Arizona Supreme Court has not yet ruled on the Company’s petition for review. White Winston Select Asset Fund Series MP-18, LLC et al., v. MusclePharm Corp., et al., (Nev. Dist. Ct.; Cal. Superior Court; Colorado Dist. Ct.; Mass. Super. Ct.) On August 21, 2018, White Winston Select Asset Fund Series MP-18, LLC and White Winston Select Asset Fund, LLC (together “White Winston”) initiated a derivative action against the Company and its directors (the “director defendants”). White Winston alleges that the director defendants breached their fiduciary duties by improperly approving the refinancing of three promissory notes issued by the Company to Mr. Drexler (the “Amended Note”) in exchange for $ 18.0 Along with its complaint, White Winston also filed a motion for a temporary restraining order (“TRO”) and preliminary injunction enjoining the exercise of Mr. Drexler’s conversion right under the Amended Note. On August 23, 2018, the Nevada district court issued an ex parte TRO. On September 14, 2018, the court let the TRO expire and denied White Winston’s request for a preliminary injunction, finding, among other things, that White Winston did not show a likelihood of success on the merits of the underlying action and failed to establish irreparable harm. Following the court’s decision, the Company filed a motion seeking to recoup the legal fees and costs it incurred in responding to the preliminary injunction motion. On October 31, 2019, the court awarded the Company $ 56,000 Due to the uncertainty associated with determining our liability, if any, and due to our inability to ascertain with any reasonable degree of likelihood, as of the date of this report, the outcome of the trial, the Company has not recorded an estimate for its potential liability. On June 17, 2019, White Winston moved for the appointment of a temporary receiver over the Company, citing Plante Moran’s resignation. The court granted White Winston’s request to hold an evidentiary hearing on the motion, but subsequently stayed the action pending the parties’ attempts to resolve their dispute. Although the parties have been unable to reach a resolution, the litigation has not yet resumed. On July 30, 2019, White Winston filed an action in the Superior Court of the State of California in and for the County of Los Angeles, seeking access to the Company’s books and records and requesting the appointment of an independent auditor for the company. On February 25, 2021, the court ordered the Company to produce certain documents, denied White Winston’s request for an auditor, and ordered the Company to pay a $ 1,500 92,942 IRS Audit On April 6, 2016, the Internal Revenue Service (“IRS”) selected our 2014 Federal Income Tax Return for audit. As a result of the audit, the IRS proposed certain adjustments with respect to the tax reporting of our former executives’ 2014 restricted stock grants. Due to the Company’s current and historical loss position, the proposed adjustments would have no material impact on the Company’s Federal income tax. On October 5, 2016, the IRS commenced an audit of our employment and withholding tax liability for 2014. The IRS contended that the Company inaccurately reported the value of the restricted stock grants and improperly failed to provide for employment taxes and Federal tax withholding on these grants. In addition, the IRS proposed certain penalties associated with the Company’s filings. On April 4, 2017, the Company received a “30-day letter” from the IRS asserting back taxes and penalties of approximately $ 5.3 4.4 0.9 2.0 The Company’s counsel submitted a formal protest to the IRS disputing on several grounds all of the proposed adjustments and penalties on the Company’s behalf, and the Company pursued this matter vigorously through the IRS appeal process. An Appeals Conference was held with the IRS in Denver, Colorado on July 31, 2019. At the conference, the Company made substantial arguments challenging the IRS’s claims for employment taxes and penalties. On December 16, 2019, a further Appeals Conference was held with the IRS by telephone. At the telephone conference, the Appeals Officer confirmed that he agreed with the Company’s argument that the failure to deposit penalties should be conceded by the IRS. The failure to deposit penalties total about $ 2 7.3 5.3 The remaining issue involved the fair market value of restricted stock units the Company granted to certain former officers (the “Former Officers”) of the Company under Internal Revenue Code § 83. The Company and the IRS disagreed as to the value of the restricted stock on the date of the grants, i.e., October 1, 2014. The Company and the IRS exchanged expert valuation reports on the fair market value of the stock and had extensive negotiations on this issue. The IRS also made parallel claims regarding the restricted stock units against the Former Officers of the Company. The IRS asserted that the Former Officers received ordinary income from the stock grants, and that they owe additional personal income taxes based on the fair market value of the stock. The Former Officers’ cases, unlike the Company’s case, are pending before the United States Tax Court. In the Tax Court litigation, the Former Officers are challenging the IRS’s determinations regarding the fair market value of the restricted stock grants on October 1, 2014. The Former Officers have separate counsel from the Company. The same IRS Appeals Officer and Revenue Agents assigned to the Company’s case are also involved in the cases for the Former Officers. Throughout the proceedings, the Company has argued to the IRS that it is the Former Officers who are directly and principally liable for the amount of any tax due, and not the Company. The Former Officers cases were scheduled for trial in Tax Court on March 9, 2020. The trial of the cases was continued by the Court on February 4, 2020. The basis for the continuance was that the IRS and the Former Officers had made progress toward a settlement of the valuation issue involving the grants of the restricted stock. The Tax Court ordered the Former Officers to file status reports regarding progress of their settlement negotiations with the IRS on or before February 28, 2021. The IRS and the Former Officers filed status reports with the Tax Court on February 26, 2021. After receiving the status reports, the Tax Court issued an order directing the parties to file further status reports on or before July 9, 2021. The Tax Court has not set a trial dates in the cases of the Former Officers. On June 29, 2021, an IRS Appeals Officer confirmed that the tax matter had exceeded the applicable statute of limitations and was deemed closed from any further assessment by the IRS. On August 22, 2018, Richard Estalella filed an action against us and two other defendants in the Colorado District Court for the County of Denver, seeking damages arising out of the IRS’s assertion of tax liability and penalties relating to the 2014 restricted stock grants. We have answered Estalella’s complaint, asserted counterclaims against Estalella for his failure to ensure that all withholding taxes were paid in connection with the 2014 restricted stock grants, and filed cross-claims against two valuation firms named in the action (as well as their principals) for failing to properly value the 2014 restricted stock grants for tax purposes. Trial in the matter has been scheduled for February 7, 2022. There are no amounts accrued related to this matter. The Company engaged in mediation with all parties to Estalella’s lawsuit on November 2, 2021. Following mediation, on November 3, 2021, the Company approved a global settlement with the parties to Mr. Estalella’s lawsuit. The parties are currently in the process of negotiating, finalizing, and executing the settlement agreement. This settlement agreement, upon finalization by the parties and dismissal of the litigation by the Court, will constitute a full and final settlement of Mr. Estalella’s claims against all parties to the litigation, including the Company, as well as of the Company’s claims against the two valuation firms. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 10. Stock-Based Compensation Restricted Stock For the three and nine months ended September 30, 2021, the Company recorded $ 0.0 For the three and nine months ended September 30, 2020, the Company recorded $ 0.0 0.2 Transaction Equity Bonus On April 5, 2021, with the appointment of the Company’s President and Chief Financial Officer, the Company granted an award where upon the occurrence of a sale of the Company, the President and Chief Financial Officer will receive 2% 1.0 For the three and nine months ended September 30, 2021, the Company recorded $ 0.2 0.5 For the three and nine months ended September 30, 2020, the Company recorded no Stock Options On May 12, 2021, the Company entered into an Agreement (the “Agreement”) with Joseph Cannata (“Cannata”), pursuant to which the Company has engaged Cannata on a non-exclusive basis to assist with the growth of the Company’s energy beverage product line. In connection with entry into the Agreement, the Company issued to Cannata an option to purchase 1,673,994 1.12 10 1.9 7.5 205% 1.34% 0% On July 26, 2021, the Company entered into a Modification Agreement (the “Modification”) with Prestige Capital Finance, LLC (“Prestige”), providing a second over-advance from the purchase and sale agreement dated January 2016. The over-advance provided $1 million of funding to the Company, to be repaid within the earlier of six months from the date of the agreement, or when the Company arranges additional funding. In connection with the Modification, the Company will grant options to Prestige to purchase 18,750 On August 12, 2021, the Company entered into an Agreement (the “Agreement”) with T.J. Dillashaw (“Dillashaw”), pursuant to which the Company has engaged Dillashaw on a non-exclusive basis to promote the Company’s energy beverage product line. In connection with entry into the Agreement, the Company will issue to Dillashaw an option to purchase 50,000 On September 1, 2021, the Company will provide a stock option grant to an employee to be vested after two years of continuous employment. In connection with option grant, the Company will issue to the employee an option to purchase 25,000 For the three and nine months ended September 30, 2021, the Company recorded approximately $ 0.2 million and $ 0.2 of stock-based compensation expense related to stock options. For the three and nine months ended September 30, 2020, the Company recorded no |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 11. 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. 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): Schedule of Basic and Diluted Net Income (loss) Per Share 2021 2020 2021 2020 For the Three Months For the Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Net Income (loss) $ (3,933 ) $ 678 $ (6,090 ) $ 365 Weighted average common shares used in computing net loss per share, basic 33,386,200 33,008,189 33,134,933 32,746,147 Potentially dilutive securities - 16,089,406 - 16,089,406 Weighted average common shares used in computing net loss per share, diluted 33,386,200 49,097,595 33,134,933 48,835,553 Net Income (loss) per share, basic $ (0.12 ) $ 0.02 $ (0.18 ) $ 0.01 Net Income (loss) per share, diluted $ (0.12 ) $ 0.01 $ (0.18 ) $ 0.0 1 Diluted net loss per share is computed by dividing net loss 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 three and nine months ended September 30, 2021 the Company reported net loss for three and nine periods presented. However, if the Company had net income for the nine months ended September 30, 2021, the potentially dilutive securities included in earnings per share computation would have been 17,922,541 The following securities were excluded from the computations of diluted Net Income (loss) per share, as the effect of the securities would be anti-dilutive: Schedule of Outstanding Potentially Dilutive Securities As of September 30, 2021 2020 Stock options 1,673,994 171,703 Warrants — 1,289,378 Unvested restricted stock — — Convertible notes 16,154,795 — Total common stock equivalents 17,828,789 1,461,081 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The Company recorded a tax provision of $ 32,000 20,000 40,000 64,000 Income taxes are provided for the tax effects of transactions reported in the consolidated 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. 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 September 30, 2021. |
Segments, Geographical Informat
Segments, Geographical Information | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segments, Geographical Information | Note 13. 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): Schedule of Revenue, Net by Geographic Area 2021 2020 2021 2020 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Revenue, net: United States $ 9,541 $ 10,072 $ 28,719 $ 35,433 International 2,430 6,013 11,281 13,876 Total revenue, net $ 11,971 $ 16,085 $ 40,000 $ 49,309 The MusclePharm brands are marketed across major global retail distribution channels. Below is a table of revenue, net by our major distribution channel (in thousands): Schedule of Revenue, Net by Major Distribution Channel For the Three Months Ended September 30, 2021 % of 2020 % of Distribution Channel Specialty $ 4,211 35 % $ 4,770 30 % International 2,430 20 % 6,013 37 % FDM 5,330 45 % 5,302 33 % Total $ 11,971 100 % $ 16,085 100 % For the Nine Months Ended September 30, 2021 % of 2020 % of Distribution Channel Specialty $ 14,324 36 % $ 21,739 44 % International 11,281 28 % 13,876 28 % FDM 14,395 36 % 13,694 28 % Total $ 40,000 100 % $ 49,309 100 % |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14. Subsequent Events 1. Private Placement On October 13, 2021, the Company entered into a Securities Purchase Agreement with certain institutional investors as purchasers. Pursuant to the Securities Purchase Agreement, the Company sold, and the Investors purchased, $ 7,050,000 million in principal amount of senior notes and warrants. The Company received net proceeds of $ 6,202,763 . The Senior Notes were issued with an original issue discount of 14% no mature after 6 months, on April 13, 2022 The maturity date of the Senior Notes may be extended to May 28, 2022 if no event of default has occurred and is continuing and cash flows from operating and investing activities (but not cash flows from financing activities) of the Company and its subsidiaries was positive for March 2022 and no event of default is reasonably expected to occur on or before April 30, 2022 and the sum of cash flows from operating and investing activities (but not from financing activities) of the Company and its subsidiaries will be positive for April 2022. April 13, 2022 18% The Warrants are exercisable for five ( 5 17,355,700 0.001 0.78 In addition, each of the directors and officers of the Company entered into lock-up agreements, which prohibit sales of the Common Stock until after April 11, 2022, subject to certain exceptions. 2. Entry into a Material Definitive Agreement. On October 28, 2021, the Company entered into an Agreement with Jason May, pursuant to which the Company has engaged May on a non-exclusive basis to assist with the growth of the Company’s energy beverage product line. In connection with entry into the Agreement, the Company issued to May an option to purchase 1,673,994 0.70 10 In addition, the Company agreed to make quarterly payments to May during the term of the Agreement in amounts equal to 17.5% of the gross profit attributable to the applicable products, excluding products sold through certain excluded sales channels. The Agreement continues in effect unless terminated by the mutual agreement of the parties, upon the sale of the Company and upon other specified termination events. 3. SBA PPP Loan On October 25 th 965 K loan liability and $ 13 K in accrued interest that will be eliminated from the general ledger in October. 4. Change Capital I, LLC On October 12 th 5. Secured Borrowing Arrangement On October 12 th th th 2 7.0 6. Former Executive Lawsuit On November 3, 2021, the Company approved a global settlement agreement with the parties to Mr. Estalella’s lawsuit. This settlement agreement, upon finalization by the parties and dismissal of the litigation by the Court, will constitute a full and final settlement of Mr. Estalella’s claims against all parties to the litigation, including the Company, as well as of the Company’s claims against the two valuation firms. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, these statements do not include all the information and notes required by U.S. GAAP for complete financial statements. The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. The Company’s management believes the unaudited interim consolidated financial statements include all adjustments of a normal recurring nature necessary for the fair presentation of the Company’s financial position as of September 30, 2021, results of operations for the three and nine months ended September 30, 2021 and 2020, and cash flows for the nine months ended September 30, 2021 and 2020. The results of operations for the three and nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ended December 31, 2021. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 29, 2021. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, present value of lease liabilities, among others. Actual results could differ from those estimates. |
Shipping and Handling | Shipping and Handling The Company accounts for shipping and handling costs as fulfillment activities, which are therefore recognized upon shipment of the goods. For the three and nine months ended September 30, 2021, the Company incurred $ 0.4 million and $ 1.4 million, respectively, of inbound shipping and handling costs. For the three and nine months ended September 30, 2020, the Company incurred $ 0.2 million and $ 0.9 million, respectively, of inbound shipping and handling costs. Shipping and handling costs related to inbound purchases of raw material and finished goods are included in cost of revenue in our consolidated statements of operations. For the three and nine months ended September 30, 2021, the Company incurred $ 0.7 million and $ 2.3 million, respectively, of shipping and handling costs related to shipments to our customers. For the three and nine months ended September 30, 2020, the Company incurred $ 0.6 million and $ 1.7 million, respectively, of shipping and handling costs related to shipments to our customers. Shipping and handling costs related to shipments to our customers is included in “Selling, general and administrative” expense in our consolidated statements of operations. |
Sales Discounts and Returns | Sales Discounts and Returns The Company excludes from its revenue any amounts collected from customers for sales (and similar) taxes. During the three months ended September 30, 2021 and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 1.9 million and $ 4.1 million, respectively, which accounted for 13.9% and 20.4 of gross revenue in each period, respectively. During the nine months ended September 30, 2021, and 2020, the Company recorded discounts, and to a lesser degree, sales returns, totaling $ 6.3 million and $ 11.7 million, respectively, which accounted for 13.5% and 19.1% 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 Company maintains its cash balance at credit-worthy financial institutions that are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 0.1 Significant customers are those that represent more than 10% of the Company’s revenue, net or accounts receivable for each period presented. For the three months ended September 30, 2021, the Company had one customer who individually accounted for 50% of net revenue. For the nine months ended September 30, 2021, the Company had three customers who individually accounted for 44% , 12% , and 11% of net revenue. Two customers accounted for 51% , 10% of accounts receivable, net as of September 30, 2021. For the three months ended September 30, 2020, the Company had two customers who individually accounted for 46% 10% 37% 19% 13% 37% 20% 11% The Company uses a limited number of non-affiliated suppliers for contract manufacturing of its products. For the three months ended September 30, 2021, the Company had three suppliers who individually accounted for approximately 19% , 16% and 12% of its purchases with contract manufacturers and raw material providers. For the nine months ended September 30, 2021, the Company had three suppliers who individually accounted for approximately 22% , 17% and 15% of its purchases with contract manufacturers and raw material providers. Three vendors accounted for 26% , 19 %, 10% of accounts payable as of September 30, 2021. For the three months ended September 30, 2020, the Company had two suppliers who individually accounted for approximately 37% and 10% of its purchases with contract manufacturers and raw material providers. For the nine months ended September 30, 2020, the Company had three suppliers who individually accounted for approximately 26% , 23% and 22% of its purchases with contract manufacturers and raw material providers. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2020, the FASB issued ASU No. 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40) In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentations, including classification of certain labilities and operating expenses. These changes in presentation did not have a material impact on the Company’s financial condition or results of operations. The Company has updated its Consolidated Statements of Operations to be presented by function, which did not change total operating expenses or gross margins. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted solely of finished goods and raw materials used to manufacture our products by one of our co-manufacturers (in thousands): Schedule of Inventory As of September 30, 2021 As of December 31, 2020 Raw materials $ 754 $ 332 Finished goods, net 835 700 Inventory, net $ 1,589 $ 1,032 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Liabilities | As of September 30, 2021 and December 31, 2020, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities As of September 30, 2021 As of December 31, 2020 Accrued professional fees $ 216 $ 242 Accrued interest 756 644 Accrued payroll and bonus 578 738 Settlements – short-term (Nutrablend and 4Excelsior) 2,230 2,005 Accrued expenses - ThermoLife 1,364 1,364 Accrued and other short-term liabilities 1,784 1,201 Accrued and other liabilities $ 6,928 $ 6,194 |
Interest and other income (ex_2
Interest and other income (expense), net (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Income and Expenses [Abstract] | |
Schedule of Interest and Other Expense, Net | For the three and nine months ended September 30, 2021 and 2020, “Interest and other income (expense), net” consisted of the following (in thousands): Schedule of Interest and Other Expense, Net 2021 2020 2021 2020 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Interest expense, related party $ (161 ) $ (76 ) $ (429 ) $ (228 ) Interest expense, other (235 ) (249 ) (693 ) (581 ) Interest expense, secured borrowing arrangement (287 ) (312 ) (710 ) (1,060 ) Foreign currency transaction loss (10 ) (2 ) 22 (20 ) Other income 228 183 666 350 Total interest and other expense, net $ (465 ) $ (456 ) $ (1,144 ) $ (1,539 ) |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases | |
Schedule of Supplemental Balance Sheet Information | A summary of the Company’s lease portfolio as of September 30, 2021 and December 31, 2020 is presented in the table below (in thousands): Schedule of Supplemental Balance Sheet Information Balance Sheet Classification September 30, 2021 December 31, 2020 Assets Operating ROU assets, net $ 271 $ 474 Liabilities Current liabilities: Operating Operating lease liability - current $ 446 $ 381 Non-current liabilities: Operating Operating lease liability - long term - 343 Total lease liabilities $ 446 $ 724 |
Schedule of Supplemental Cash Flow Information | Supplemental cash flow information related to leases was as follows: Schedule of Supplemental Cash Flow Information Nine months ended September 30, 2021 Nine months ended September 30, 2020 Cash paid for amounts included in the measurement of lease liabilities (in thousands): Operating cash flows from operating leases $ 277 $ 506 Operating cash flows from finance leases - 1 Financing cash flows from finance leases - 54 The weighted average remaining lease term was as follows: Operating leases (in years) 1.0 1.8 Finance leases (in years) - - The weighted average discount rate was as follows: Operating leases 18 % 18 % Finance leases - 5 % |
Other Long-Term Liabilities (Ta
Other Long-Term Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | Schedule of Other Long-Term Liabilities As of September 30, 2021 As of December 31, 2020 Settlements – long-term (Nutrablend and 4Excelsior) 2,741 3,906 Paycheck Protection Program loan 820 965 Other - 200 Other long-term liabilities $ 3,561 $ 5,071 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (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): Schedule of Basic and Diluted Net Income (loss) Per Share 2021 2020 2021 2020 For the Three Months For the Nine Months Ended September 30, Ended September 30, 2021 2020 2021 2020 Net Income (loss) $ (3,933 ) $ 678 $ (6,090 ) $ 365 Weighted average common shares used in computing net loss per share, basic 33,386,200 33,008,189 33,134,933 32,746,147 Potentially dilutive securities - 16,089,406 - 16,089,406 Weighted average common shares used in computing net loss per share, diluted 33,386,200 49,097,595 33,134,933 48,835,553 Net Income (loss) per share, basic $ (0.12 ) $ 0.02 $ (0.18 ) $ 0.01 Net Income (loss) per share, diluted $ (0.12 ) $ 0.01 $ (0.18 ) $ 0.0 1 |
Schedule of Outstanding Potentially Dilutive Securities | The following securities were excluded from the computations of diluted Net Income (loss) per share, as the effect of the securities would be anti-dilutive: Schedule of Outstanding Potentially Dilutive Securities As of September 30, 2021 2020 Stock options 1,673,994 171,703 Warrants — 1,289,378 Unvested restricted stock — — Convertible notes 16,154,795 — Total common stock equivalents 17,828,789 1,461,081 |
Segments, Geographical Inform_2
Segments, Geographical Information (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Schedule of 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): Schedule of Revenue, Net by Geographic Area 2021 2020 2021 2020 For the Three Months Ended September 30, For the Nine Months Ended September 30, 2021 2020 2021 2020 Revenue, net: United States $ 9,541 $ 10,072 $ 28,719 $ 35,433 International 2,430 6,013 11,281 13,876 Total revenue, net $ 11,971 $ 16,085 $ 40,000 $ 49,309 |
Schedule of Revenue, Net by Major Distribution Channel | The MusclePharm brands are marketed across major global retail distribution channels. Below is a table of revenue, net by our major distribution channel (in thousands): Schedule of Revenue, Net by Major Distribution Channel For the Three Months Ended September 30, 2021 % of 2020 % of Distribution Channel Specialty $ 4,211 35 % $ 4,770 30 % International 2,430 20 % 6,013 37 % FDM 5,330 45 % 5,302 33 % Total $ 11,971 100 % $ 16,085 100 % For the Nine Months Ended September 30, 2021 % of 2020 % of Distribution Channel Specialty $ 14,324 36 % $ 21,739 44 % International 11,281 28 % 13,876 28 % FDM 14,395 36 % 13,694 28 % Total $ 40,000 100 % $ 49,309 100 % |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) $ in Thousands | 9 Months Ended | |||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Cash and cash equivalents, at carrying value | $ 400 | $ 2,000 | ||||||
Cash, period increase (decrease) | 1,600 | |||||||
Working capital deficit | 26,700 | |||||||
Stockholders' equity | 29,813 | $ 26,266 | $ 24,325 | 24,419 | $ 27,265 | $ 27,970 | $ 27,865 | $ 27,952 |
Accumulated deficit | $ 198,761 | $ 192,673 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Product Information [Line Items] | ||||
Sales returns and discounts | $ 1,900,000 | $ 4,100,000 | $ 6,300,000 | $ 11,700,000 |
Sales returns and discounts as a percentage of sales | 13.90% | 20.40% | 13.50% | 19.10% |
Uninsured cash balance | $ 100,000 | $ 100,000 | ||
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 50.00% | 46.00% | 44.00% | 37.00% |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | 12.00% | 19.00% | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 11.00% | 13.00% | ||
Revenue from Contract with Customer Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 19.00% | 37.00% | 22.00% | 26.00% |
Revenue from Contract with Customer Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 16.00% | 10.00% | 17.00% | 23.00% |
Revenue from Contract with Customer Benchmark [Member] | Supplier Concentration Risk [Member] | Supplier Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 12.00% | 15.00% | 22.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 51.00% | 37.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | 20.00% | ||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 11.00% | |||
Account Payables [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 26.00% | |||
Account Payables [Member] | Customer Concentration Risk [Member] | Customer Two [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 19.00% | |||
Account Payables [Member] | Customer Concentration Risk [Member] | Customer Three [Member] | ||||
Product Information [Line Items] | ||||
Concentration Risk, Percentage | 10.00% | |||
Maximum [Member] | ||||
Product Information [Line Items] | ||||
Fdic insured amount | $ 250,000 | $ 250,000 | ||
Cost of Sales [Member] | ||||
Product Information [Line Items] | ||||
Shipping and handling costs | 400,000 | $ 200,000 | 1,400,000 | $ 900,000 |
Selling, General and Administrative Expenses [Member] | ||||
Product Information [Line Items] | ||||
Shipping and handling costs | $ 700,000 | $ 600,000 | $ 2,300,000 | $ 1,700,000 |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 754 | $ 332 |
Finished goods, net | 835 | 700 |
Inventory, net | $ 1,589 | $ 1,032 |
Schedule of Accrued and Other L
Schedule of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 216 | $ 242 |
Accrued interest | 756 | 644 |
Accrued payroll and bonus | 578 | 738 |
Settlements – short-term (Nutrablend and 4Excelsior) | 2,230 | 2,005 |
Accrued expenses - ThermoLife | 1,364 | 1,364 |
Accrued and other short-term liabilities | 1,784 | 1,201 |
Accrued and other liabilities | $ 6,928 | $ 6,194 |
Schedule of Interest and Other
Schedule of Interest and Other Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Other Income and Expenses [Abstract] | ||||
Interest expense, related party | $ (161) | $ (76) | $ (429) | $ (228) |
Interest expense, other | (235) | (249) | (693) | (581) |
Interest expense, secured borrowing arrangement | (287) | (312) | (710) | (1,060) |
Foreign currency transaction loss | (10) | (2) | 22 | (20) |
Other income | 228 | 183 | 666 | 350 |
Total interest and other expense, net | $ (465) | $ (456) | $ (1,144) | $ (1,539) |
Schedule of Supplemental Balanc
Schedule of Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Leases | ||
Assets: Operating | $ 271 | $ 474 |
Current liabilities: Operating | 446 | 381 |
Non-current liabilities: Operating | 343 | |
Total lease liabilities | $ 446 | $ 724 |
Schedule of Supplemental Cash F
Schedule of Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Leases | ||
Operating cash flows from operating leases | $ 277 | $ 506 |
Operating cash flows from finance leases | 1 | |
Financing cash flows from finance leases | $ 54 | |
Operating Lease, Weighted Average Remaining Lease Term | 1 year | 1 year 9 months 18 days |
Finance Lease, Weighted Average Remaining Lease Term | ||
The weighted average discount rate: Operating leases | 18.00% | 18.00% |
The weighted average discount rate: Finance leases | 5.00% |
Schedule of Other Long-Term Lia
Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Other long-term liabilities | $ 3,561 | $ 5,071 |
Settlements Llong Term Nutrablend And 4 Excelsior [Member] | ||
Debt Instrument [Line Items] | ||
Other long-term liabilities | 2,741 | 3,906 |
Paycheck Protection Program Loan [Member] | ||
Debt Instrument [Line Items] | ||
Other long-term liabilities | 820 | 965 |
Other [Member] | ||
Debt Instrument [Line Items] | ||
Other long-term liabilities | $ 200 |
Debt (Details Narrative)
Debt (Details Narrative) | Oct. 25, 2021USD ($) | Oct. 12, 2021 | Sep. 02, 2021shares | Aug. 13, 2021USD ($)Integer$ / shares | Aug. 12, 2021shares | Jul. 26, 2021USD ($)shares | Jun. 14, 2021USD ($) | Sep. 25, 2020USD ($) | May 14, 2020USD ($) | Apr. 10, 2019 | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)$ / shares | Sep. 30, 2020USD ($) | Aug. 31, 2021USD ($) | Dec. 31, 2020USD ($)$ / shares | Nov. 29, 2020USD ($) | Oct. 15, 2020USD ($) | Aug. 21, 2020USD ($)$ / shares | Jan. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||||||||||||
Note balance | $ 2,871,967 | $ 2,871,967 | $ 2,871,967 | |||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Convertible balance | $ 2,457,549 | $ 2,457,549 | $ 0 | |||||||||||||||||
[custom:RevolverBalance-0] | 0 | 0 | 700,000 | |||||||||||||||||
Debt description | the Company agreed to (i) pay approximately $3.1 million (“Owed Amount”) in monthly payments (“Monthly Payments”) from September 1, 2020 through June 30, 2023 and (ii) issue monthly purchase orders (“Purchase Orders”) at minimum amounts accepted by Nutrablend. | |||||||||||||||||||
[custom:AccommodationFeePercent-0] | 1.00% | |||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 25,000 | 50,000 | 18,750 | |||||||||||||||||
Liabilities, Other than Long-term Debt, Noncurrent | 100,000 | 100,000 | ||||||||||||||||||
Other long-term liabilities [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest Payable | 1,000,000 | 1,000,000 | ||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt description | On Oct 12th, the June 14th and July 26th Prestige $2 million advance was extended to the date of the termination of the $7.0 million senior secured note offering. | |||||||||||||||||||
Proceeds from Loans | $ 965,000 | |||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 13,000 | |||||||||||||||||||
Prestige Capital Corporation [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Proceeds from Loans | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||
Debt Instrument, Term | 6 months | 6 months | ||||||||||||||||||
Debt Instrument, Interest Rate During Period | 15.00% | 15.00% | ||||||||||||||||||
Accommodation Fees | 2.00% | |||||||||||||||||||
Change Capital Holdings I L L C [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Fund received | $ 1,000,000 | |||||||||||||||||||
Purchase and Sale Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | 6,100,000 | 6,100,000 | $ 7,100,000 | $ 12,500,000 | ||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 80.00% | |||||||||||||||||||
Remaining interest rate | 20.00% | |||||||||||||||||||
Minimum [Member] | Purchase and Sale Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Disount fee interest rate | 0.70% | |||||||||||||||||||
Maximum [Member] | Purchase and Sale Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Disount fee interest rate | 4.00% | |||||||||||||||||||
Mr. Ryan Drexler [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,457,549 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||
Debt Conversion, Description | At the Company’s option (as determined by its independent directors), the Company may repay up to one sixth of any interest payment by either adding such amount to the principal amount of the August 2021 Convertible Note or by converting such interest amount into an equivalent amount of the Company’s common stock, $0.001 par value per share (the “Common Stock”). | |||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||||||||||||
Maturity date | Jul. 14, 2022 | |||||||||||||||||||
Mr. Ryan Drexler [Member] | Minimum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 15 | |||||||||||||||||||
Mr. Ryan Drexler [Member] | Maximum [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Threshold Trading Days | Integer | 60 | |||||||||||||||||||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | |||||||||||||||||||
Maturity date | May 16, 2025 | |||||||||||||||||||
Debt description | The Note is expected to mature on May 16, 2025. Payments were due by November 16, 2020 (the “Deferment Period”) and interest was accrued during the Deferment Period. | |||||||||||||||||||
Proceeds from Issuance of Debt | $ 964,910 | |||||||||||||||||||
Mr. Ryan Drexler [Member] | The 2020 Refinanced Convertible Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,871,967 | |||||||||||||||||||
Mr. Ryan Drexler [Member] | Convertible Secured Promissory Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,871,967,000,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.23 | |||||||||||||||||||
Mr. Ryan Drexler [Member] | Convertible Secured Promissory Note [Member] | Payment in Kind (PIK) Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.10 | |||||||||||||||||||
Mr. Ryan Drexler [Member] | Related Party Secured Revolving Promissory Note [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Debt Instrument, Face Amount | $ 3,000,000 | |||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 12.00% | |||||||||||||||||||
Related Party [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Interest expense | 200,000 | $ 100,000 | 400,000 | $ 200,000 | ||||||||||||||||
Prestige [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Aggregate face amount. | 15,000,000 | 14,600,000 | 47,800,000 | 41,000,000 | ||||||||||||||||
Proceeds from Related Party Debt | 12,000,000 | 11,600,000 | 38,200,000 | 32,800,000 | ||||||||||||||||
Debt Instrument, Periodic Payment, Interest | $ 11,200,000 | $ 11,600,000 | $ 39,300,000 | $ 34,300,000 | ||||||||||||||||
Prestige [Member] | Purchase and Sale Agreement [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||
Maturity date | Apr. 1, 2020 | |||||||||||||||||||
Debt description | On April 10, 2019, the Company and Prestige amended the terms of the agreement. The agreement was extended until April 1, 2020 and automatically renews for one (1) year periods unless either party receives written notice of cancellation from the other, at minimum, thirty (30) days prior to the expiration date thereafter. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | Sep. 02, 2021 | Jul. 07, 2021 | May 18, 2021 | Apr. 27, 2021 | Feb. 25, 2021 | Sep. 25, 2020 | Feb. 27, 2020 | Dec. 04, 2019 | Oct. 31, 2019 | Jul. 07, 2019 | Mar. 18, 2019 | Aug. 21, 2018 | Jul. 07, 2018 | Jul. 28, 2017 | Jul. 07, 2017 | Apr. 04, 2017 | Jul. 20, 2021 | Oct. 30, 2021 | Oct. 30, 2021 | May 31, 2021 | Sep. 30, 2021 | Aug. 31, 2021 | May 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2018 | Dec. 31, 2020 | Dec. 16, 2020 | Dec. 16, 2019 |
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 3,100,000 | |||||||||||||||||||||||||||||||
Remiitted amount | $ 1,400,000 | $ 2,100,000 | $ 2,100,000 | $ 1,800,000 | $ 1,500,000 | |||||||||||||||||||||||||||
Allegedly unpaid invoices | $ 3,100,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Description | the Company agreed to (i) pay approximately $3.1 million (“Owed Amount”) in monthly payments (“Monthly Payments”) from September 1, 2020 through June 30, 2023 and (ii) issue monthly purchase orders (“Purchase Orders”) at minimum amounts accepted by Nutrablend. | |||||||||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 2,000,000 | |||||||||||||||||||||||||||||||
Accrued Liabilities and Other Liabilities | $ 6,928,000 | $ 6,928,000 | $ 6,194,000 | |||||||||||||||||||||||||||||
Other Long-term Debt, Noncurrent | 3,561,000 | 3,561,000 | $ 5,071,000 | |||||||||||||||||||||||||||||
Attorneys' fees and costs | $ 56,000 | $ 92,942 | ||||||||||||||||||||||||||||||
Income Tax Examination, Penalties and Interest Expense | $ 5,300,000 | |||||||||||||||||||||||||||||||
Tax withholdings | 4,400,000 | |||||||||||||||||||||||||||||||
Income Tax Examination, Penalties Expense | 900,000 | |||||||||||||||||||||||||||||||
Income Tax Examination, Penalties Accrued | 2,000,000 | |||||||||||||||||||||||||||||||
Failure to deposit penalties | $ 2,000,000 | |||||||||||||||||||||||||||||||
Liability for Claims and Claims Adjustment Expense | $ 7,300,000 | $ 5,300,000 | ||||||||||||||||||||||||||||||
Three Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 18,000,000 | |||||||||||||||||||||||||||||||
ThermoLife [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Loss Contingency Accrual, Payments | 1,900,000 | $ 1,600,000 | ||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 900,000 | |||||||||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | 1,600,000 | |||||||||||||||||||||||||||||||
Litigation Settlement Interest | 300,000 | |||||||||||||||||||||||||||||||
Attorneys' fees and costs | $ 400,000 | |||||||||||||||||||||||||||||||
Bond posted value | 600,000 | 600,000 | ||||||||||||||||||||||||||||||
Repayments of Debt | 250,000 | |||||||||||||||||||||||||||||||
Accrued and other liabilities [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Litigation Settlement, Expense | 1,100,000 | |||||||||||||||||||||||||||||||
Other long-term liabilities [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | 800,000 | |||||||||||||||||||||||||||||||
Litigation Settlement, Expense | 2,000,000 | |||||||||||||||||||||||||||||||
Litigation Settlement Interest | 100,000 | 300,000 | ||||||||||||||||||||||||||||||
Minimum [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Remiitted amount | $ 700,000 | |||||||||||||||||||||||||||||||
Maximum [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Long-term Line of Credit | $ 3,000,000 | |||||||||||||||||||||||||||||||
Settlement Agreement [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Loss Contingency Accrual, Payments | $ 3,000,000 | |||||||||||||||||||||||||||||||
Repayments of Related Party Debt | $ 1,000,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||||||||||||||||
Remiitted amount | $ 300,000 | $ 1,400,000 | $ 2,100,000 | $ 2,100,000 | $ 1,800,000 | $ 1,500,000 | ||||||||||||||||||||||||||
Interest Expense, Debt | 19,000 | $ 19,000 | 57,000 | $ 57,000 | ||||||||||||||||||||||||||||
Nutrablend Matter [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | 1,000,000 | |||||||||||||||||||||||||||||||
Interest Expense, Debt | 100,000 | 200,000 | ||||||||||||||||||||||||||||||
Purchase order | $ 2,000,000 | |||||||||||||||||||||||||||||||
Accrued Liabilities and Other Liabilities | 1,100,000 | 1,100,000 | ||||||||||||||||||||||||||||||
Other Long-term Debt, Noncurrent | 700,000 | $ 700,000 | ||||||||||||||||||||||||||||||
City Football Group Limited [Member] | Sponsorship Agreement [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Loss Contingency, Trial or Alternative Dispute Resolution | 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 Sponsorship Agreement. | |||||||||||||||||||||||||||||||
Loss contingency dispute resolution amount | $ 8,300,000 | |||||||||||||||||||||||||||||||
4Excelsior [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 6,200,000 | |||||||||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 7,800,000 | |||||||||||||||||||||||||||||||
Loss Contingency Accrual | $ 4,750,000 | |||||||||||||||||||||||||||||||
Charges against revenues | 70,000 | |||||||||||||||||||||||||||||||
Settlement periodic payments thereafter | $ 100,000 | |||||||||||||||||||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 18.00% | |||||||||||||||||||||||||||||||
Mr. Drexler [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Litigation Settlement Interest | 67,025 | $ 67,025 | 66,000 | $ 66,000 | ||||||||||||||||||||||||||||
Guaranty Assets | $ 350,000 | 350,000 | ||||||||||||||||||||||||||||||
Legal Fees | $ 12,500 | |||||||||||||||||||||||||||||||
Penalty expense | $ 1,500 | |||||||||||||||||||||||||||||||
ThermoLife International LLC [Member] | ||||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||||||||||||||||||||
Loss Contingency, Damages Sought, Value | $ 1,900,000 | |||||||||||||||||||||||||||||||
Litigation Settlement Interest | $ 300,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | Sep. 02, 2021 | Aug. 12, 2021 | Jul. 26, 2021 | May 12, 2021 | Apr. 05, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Payment Arrangement, Expense | $ 0 | $ 0 | $ 0 | $ 200,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 25,000 | 50,000 | 18,750 | ||||||
Agreement [Member] | Cannata [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Payment Arrangement, Expense | 200,000 | 0 | 200,000 | 0 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 1,673,994 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 1.12 | ||||||||
Share-based Payment Arrangement, Option, Exercise Price Range, Exercisable, Weighted Average Remaining Contractual Term | 10 years | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value | $ 1,900,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 7 years 6 months | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 205.00% | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Discount Rate | 1.34% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||||||
Transaction Equity Bonus [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Share-based Payment Arrangement, Expense | $ 200,000 | $ 0 | $ 500,000 | $ 0 | |||||
[custom:EquityBonus-0] | 2.00% | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 1,000,000 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Income (loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||||||
Net Income (loss) | $ (3,933) | $ (2,251) | $ 94 | $ 678 | $ (253) | $ (60) | $ (6,090) | $ 365 |
Weighted average common shares used in computing net loss per share, basic | 33,386,200 | 33,008,189 | 33,134,933 | 32,746,147 | ||||
Potentially dilutive securities | 0 | 16,089,406 | 0 | 16,089,406 | ||||
Weighted average common shares used in computing net loss per share, diluted | 33,386,200 | 49,097,595 | 33,134,933 | 48,835,553 | ||||
Net Income (loss) per share, basic | $ (0.12) | $ 0.02 | $ (0.18) | $ 0.01 | ||||
Net Income (loss) per share, diluted | $ (0.12) | $ 0.01 | $ (0.18) | $ 0 |
Schedule of Outstanding Potenti
Schedule of Outstanding Potentially Dilutive Securities (Details) - shares | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 17,828,789 | 1,461,081 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 1,673,994 | 171,703 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 1,289,378 | |
Unvested Restricted Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | ||
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 16,154,795 |
Net Loss per Share (Details Nar
Net Loss per Share (Details Narrative) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||
[custom:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmounts] | 17,922,541 | 17,922,541 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income Tax Expense (Benefit) | $ 32,000 | $ 20,000 | $ 40,000 | $ 64,000 |
Schedule of Revenue, Net by Geo
Schedule of Revenue, Net by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | $ 11,971 | $ 16,085 | $ 40,000 | $ 49,309 |
UNITED STATES | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | 9,541 | 10,072 | 28,719 | 35,433 |
International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total revenue, net | $ 2,430 | $ 6,013 | $ 11,281 | $ 13,876 |
Schedule of Revenue, Net by Maj
Schedule of Revenue, Net by Major Distribution Channel (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 11,971 | $ 16,085 | $ 40,000 | $ 49,309 |
% of Total | 100.00% | 100.00% | 100.00% | 100.00% |
Specialty [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 4,211 | $ 4,770 | $ 14,324 | $ 21,739 |
% of Total | 35.00% | 30.00% | 36.00% | 44.00% |
International [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 2,430 | $ 6,013 | $ 11,281 | $ 13,876 |
% of Total | 20.00% | 37.00% | 28.00% | 28.00% |
FDM [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 5,330 | $ 5,302 | $ 14,395 | $ 13,694 |
% of Total | 45.00% | 33.00% | 36.00% | 28.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Oct. 25, 2021 | Oct. 13, 2021 | Oct. 12, 2021 | Sep. 25, 2020 | Oct. 28, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 2,000,000 | ||||||
Common stock par value | $ 0.001 | $ 0.001 | |||||
Debt instrument prepayment | $ 3,100,000 | ||||||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Proceeds from Loans | $ 965,000 | ||||||
Debt Instrument, Increase, Accrued Interest | $ 13,000 | ||||||
Debt instrument prepayment | $ 2,000,000 | ||||||
Subsequent Event [Member] | Senior Secured Note [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument prepayment | $ 7,000,000 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt Instrument, Face Amount | $ 7,050,000 | ||||||
Proceeds from Related Party Debt | $ 6,202,763 | ||||||
Original issue discount percentage | 14.00% | ||||||
Debt instrument interest rate | 0.00% | ||||||
Maturity date description | mature after 6 months, on April 13, 2022 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | Warrant [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Warrants term | 5 years | ||||||
Warrants | 17,355,700 | ||||||
Common stock par value | $ 0.001 | ||||||
Warrant exercise price | $ 0.78 | ||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Private Placement [Member] | Senior Notes [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Debt instrument interest rate | 18.00% | ||||||
Maturity date description | The maturity date of the Senior Notes may be extended to May 28, 2022 if no event of default has occurred and is continuing and cash flows from operating and investing activities (but not cash flows from financing activities) of the Company and its subsidiaries was positive for March 2022 and no event of default is reasonably expected to occur on or before April 30, 2022 and the sum of cash flows from operating and investing activities (but not from financing activities) of the Company and its subsidiaries will be positive for April 2022. | ||||||
Maturity date | Apr. 13, 2022 | ||||||
Subsequent Event [Member] | Material Definitive Agreement [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Common stock par value | $ 0.70 | ||||||
Option to purchase shares | 1,673,994 | ||||||
Exercise term | $ 10 |