Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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 | 6728 W. Sunset Rd | |
Entity Address, Address Line Two | Ste. 130 | |
Entity Address, City or Town | Las Vegas | |
Entity Address, State or Province | NV | |
Entity Address, Postal Zip Code | 89118 | |
City Area Code | (800) | |
Local Phone Number | 859-3010 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 34,348,891 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 534 | $ 1,223 |
Accounts receivable, net of allowances of $536 and $639 at March 31, 2022 and December 31, 2021, respectively | 9,277 | 6,388 |
Inventory | 975 | 1,830 |
Prepaid expenses and other current assets | 1,052 | 1,046 |
Total current assets | 11,838 | 10,487 |
Property and equipment, net | 4 | 5 |
Intangible assets, net | 35 | |
Operating lease right-of-use assets | 135 | 203 |
Total Assets | 11,977 | 10,730 |
Current liabilities: | ||
Accounts payable | 18,877 | 17,980 |
Accrued and other liabilities | 6,654 | 5,942 |
Obligation under secured borrowing arrangement | 6,592 | 6,446 |
Operating lease liability | 233 | 342 |
Senior notes payable | 7,738 | 4,555 |
Convertible notes with a related party | 5,330 | 5,330 |
Revolving line of credit, related party | 2,747 | |
Total Current Liabilities | 48,171 | 40,595 |
Other long term liabilities | 1,861 | 2,326 |
Total Liabilities | 50,032 | 42,921 |
Commitments and contingencies (Note 8) | ||
Stockholders’ deficit: | ||
Common stock, par value of $0.001 per share; 100,000,000 shares authorized, 33,386,200 and 33,386,200 shares issued as of March 31, 2022 and December 31, 2021, respectively; and 33,386,200 and 33,386,200 shares outstanding as of March 31, 2022 and December 31, 2021, respectively | 32 | 32 |
Additional paid-in capital | 183,792 | 183,355 |
Treasury Stock at Cost, 875,621 shares | (10,039) | (10,039) |
Accumulated deficit | (211,840) | (205,539) |
Total Stockholders’ Deficit | (38,055) | (32,191) |
Total Liabilities and Stockholders’ Deficit | $ 11,977 | $ 10,730 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for credit loss, current | $ 536 | $ 639 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 33,386,200 | 33,386,200 |
Common stock, shares outstanding | 33,386,200 | 33,386,200 |
Treasury stock, shares | 875,621 | 875,621 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Revenue, net | $ 13,101 | $ 13,121 |
Cost of revenue | 11,592 | 9,432 |
Gross profit | 1,509 | 3,689 |
Operating expenses: | ||
Selling and promotion | 1,160 | 1,149 |
General and administrative | 2,829 | 2,268 |
Total operating expenses | 3,989 | 3,417 |
Income (loss) from operations | (2,480) | 272 |
Other (expense) income: | ||
Gain on settlements | 12 | 200 |
Interest expense | (3,821) | (510) |
Other (expense) income, net | (12) | 132 |
Income (loss) before provision for income taxes | (6,301) | 94 |
Net income (loss) | $ (6,301) | $ 94 |
Net income (loss) per share, basic | $ (0.19) | $ 0 |
Net income (loss) per share, diluted | $ (0.19) | $ 0 |
Weighted average shares used to compute net income (loss) per share, basic | 33,386,200 | 33,119,549 |
Weighted average shares used to compute net income (loss) per share, diluted | 33,386,200 | 45,492,620 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 32 | $ (10,039) | $ 178,261 | $ (192,673) | $ (24,419) |
Begining balance, shares at Dec. 31, 2020 | 33,105,284 | 875,621 | |||
Net income (loss) | 94 | 94 | |||
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors | |||||
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives, and directors, shares | 280,916 | ||||
Ending balance, value at Mar. 31, 2021 | $ 32 | $ (10,039) | 178,261 | (192,579) | (24,325) |
Ending balance, shares at Mar. 31, 2021 | 33,386,200 | 875,621 | |||
Beginning balance, value at Dec. 31, 2021 | $ 32 | $ (10,039) | 183,355 | (205,539) | (32,191) |
Begining balance, shares at Dec. 31, 2021 | 33,386,200 | 875,621 | |||
Net income (loss) | (6,301) | (6,301) | |||
Stock-based compensation | 437 | 437 | |||
Ending balance, value at Mar. 31, 2022 | $ 32 | $ (10,039) | $ 183,792 | $ (211,840) | $ (38,055) |
Ending balance, shares at Mar. 31, 2022 | 33,386,200 | 875,621 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net income/(loss) | $ (6,301) | $ 94 |
Adjustments to reconcile net income/(loss) to net cash provided by/(used in) operating activities: | ||
Depreciation and amortization of property and equipment | 1 | 4 |
Amortization of intangible assets | 35 | 80 |
Bad debt expense | (355) | (11) |
Provision for inventory write down | 86 | |
Stock-based compensation | 437 | |
Amortization of debt issue cost | 419 | |
OID Interest | 568 | |
Amortization of debt discount | 2,196 | |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (2,534) | 1,278 |
Inventory | 855 | (406) |
Prepaid expenses and other current assets | (6) | 527 |
Operating lease assets and liabilities | (41) | 87 |
Accounts payable | 897 | (1,641) |
Other long-term liabilities | (465) | |
Accrued and other liabilities | 712 | |
Net cash provided by/(used in) operating activities | (3,582) | 98 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchase of property and equipment | (4) | |
Net cash provided by/(used in) investing activities | (4) | |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Proceeds from line of credit | 1,061 | |
Payments on lines of credit | (100) | |
Proceeds from secured borrowing arrangement, net of reserves | 6,293 | 11,423 |
Payments to secured borrowing arrangement, net of fees | (6,147) | (13,781) |
Proceeds from revolving line of credit, related party | 7,366 | |
Payments on revolving line of credit, related party | (4,619) | |
Repayment of notes payable | (108) | |
Net cash provided by/(used in) financing activities | 2,893 | (1,505) |
Net increase/(decrease) in cash and cash equivalents | (689) | (1,411) |
Cash and cash equivalents, beginning of period | 1,223 | 2,003 |
Cash and cash equivalents, end of period | 534 | 592 |
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||
Cash paid for interest | $ 3,467 | $ 101 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
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 contract manufacturers. The Company’s portfolio of recognized brands, including MusclePharm, FitMiss and MP Combat Energy is marketed and sold globally. As of March 31, 2022, the Company had the following wholly-owned subsidiary which did not have any operations or assets as of and for the three months ended March 31, 2022: MusclePharm Canada Enterprises Corp. In 2021, the Company announced its entrance into the functional energy space in collaboration with former Rockstar Energy executives. The Company launched three flavors of MP Combat Energy in September 2021 for domestic distribution and three additional flavors for international distribution. The Company believes the launch of its new energy products, reductions in operating costs and continued focus on gross profit and revenue 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 the Company’s contract manufacturers to meet 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 entry into the Energy Drink business has created a second segment, which is presented in detail in Note 12. Information About Our Segments We are engaged in global sales of products that fall into two operating segments: Protein Products and Energy Drinks. Information regarding our operating segments and geographic and product information is contained in Note 12 to these consolidated financial statements. Going Concern The Company has historically incurred significant losses and experienced negative cash flows since inception. As of March 31, 2022, the Company had cash of $ 0.5 million, a working capital deficit of $ 36.3 million, a stockholders’ deficit of $ 38.1 million and an accumulated deficit of $ 211.8 million resulting from recurring losses from operations. As a result of a history of losses and financial condition, there is substantial doubt about the Company’s ability to continue as a going concern. 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, issuances 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 negotiating improved pricing for raw materials. In addition, the Company has worked to negotiate lower production costs with its contract manufacturers. Although these steps improved gross margins through the first quarter of 2022, with the recent further 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 2021. The Company expects overall margins to improve as we ramp up energy sales with stronger gross margins in the energy drink segment. COVID-19 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 the Company’s 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022. 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 as amended for the year ended December 31, 2021, filed with the SEC on May 4, 2022. 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, the calculation of the Company’s effective tax rate and deferred tax assets, valuation of stock based compensation, warrants, likelihood and range of possible losses on contingencies and present value of lease liabilities. Actual results could differ from those estimates. Disaggregation of Revenue The following shows the disaggregation of revenue by distribution channel for the three months ended March 31, 2022 and 2021 (in thousands). Schedule of Disaggregation of Revenue For the Three Months Ended March 31, 2022 % of Total 2021 % of Total Distribution Channel Specialty $ 3,383 26 % $ 6,795 52 % International 733 6 % 3,847 29 % FDM 8,985 68 % 2,479 19 % Total $ 13,101 100 % $ 13,121 100 % Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers and vendors are those that represent more than 10% of the Company’s net revenue or accounts receivable for each period presented. During the three months ended March 31, 2022, we had three customers who individually accounted for 59% , 13% , and 12% of our net revenue, and two customers that individually accounted for 59% and 17% of accounts receivable. During the three months ended March 31, 2021, we had three customers who individually accounted for 28% , 17% and 14% of our net revenue, and two customers that individually accounted for 32% and 21% of accounts receivable. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled products due to defective manufacturing. During the three months ended March 31, 2022, the Company had four vendors who individually accounted for 17% 12% 12% 11% 32% 21% 21% The Company has a geographic concentration in the United States, with 94% 71% 6% 29% Segments Historically, the Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company has had two reporting segments and operating unit structures. During the fourth quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, so the CODM now reviews financial information and makes resource and opportunity decisions on a disaggregated basis with the functional energy drink business separate from protein products. Litigation Estimates and Accruals 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. Income Taxes Income taxes are accounted for using the asset and liability method. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Interest income, interest expense and penalties associated with income taxes are reflected in (Benefit) provision for income taxes on the consolidated statements of operations. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to be established unless management determines that it is more likely than not that the Company will ultimately realize the tax benefit associated with a deferred tax asset. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. 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 March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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) Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, including classification of certain operating expenses. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 3. Inventory Inventory consists of finished goods and raw materials used to manufacture the Company’s products by one of our contract manufacturers for the three months ended March 31, 2022 and 2021. The Company records charges for obsolete and slow-moving inventory based on the age of the product as determined by the expiration date or otherwise determined to be obsolete. Products within one year of their expiration dates are considered for write-off purposes. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. Historically, the Company has had minimal returns with established customers. The Company accounts for its inventory on a First-in First-out basis. The components of inventory as of March 31, 2022 and December 31, 2021 were as follows (in thousands): Schedule of Inventory March 31, 2022 December 31, 2021 Raw Materials $ 746 $ 694 Finished Goods 229 1,144 Inventory 975 1,838 Less: inventory writedown — (8 ) Inventory $ 975 $ 1,830 |
Accrued and Other Liabilities
Accrued and Other Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Note 4. Accrued and Other Liabilities As of March 31, 2022 and December 31, 2021, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities March 31, 2022 December 31, 2021 Accrued professional fees $ 342 $ 236 Accrued interest 1,151 797 Accrued payroll and bonus 702 695 Settlements — short term (Nutrablend and 4Excelsior) 2,102 2,104 Accrued expenses — ThermoLife 1,364 1,364 Accrued and other short-term liabilities 993 746 Total accrued and other liabilities $ 6,654 $ 5,942 |
Interest Expense
Interest Expense | 3 Months Ended |
Mar. 31, 2022 | |
Interest Expense | Note 5. Interest Expense For the three months ended March 31, 2022 and March 31, 2021, interest expense consisted of the following: Schedule of Interest Expenses For the Three Months Ended March 31, 2022 2021 Interest expense, related party $ (313 ) $ (120 ) Interest expense, other (254 ) (227 ) Interest expense, secured borrowing arrangement (71 ) (163 ) Amortization of debt issue cost associated with related warrants (2,615 ) - Amortization of debt issue cost - OID (568 ) - Total interest expense $ (3,821 ) $ (510 ) |
Other Long -Term Liabilities
Other Long -Term Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Other Long -Term Liabilities | Note 6. Other Long -Term Liabilities As of March 31, 2022 and December 31, 2021 the Company’s other long-term liabilities consisted of the following (in thousands): Schedule of Other Long-Term Liabilities As of March 31, 2022 As of December 31, 2021 Settlements — long term (Nutrablend and 4Excelsior) $ 1,861 $ 2,326 Total other long term liabilities $ 1,861 $ 2,326 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 7. Debt As of March 31, 2022 and December 31, 2021, the Company’s debt consisted of the following (in thousands): Schedule of Debt March 31, 2022 December 31, 2021 Senior notes payable $ 7,798 $ 5,034 Debt issue costs, net (60 ) (479 ) Refinanced convertible note, related party 5,330 5,330 Revolving line of credit, related party 2,747 - Obligations under secured borrowing arrangement 6,592 6,446 Total current debt $ 22,407 $ 16,331 Senior Notes Payable On October 13, 2021, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with certain institutional investors as purchasers (the “Investors”). Pursuant to the Securities Purchase Agreement, the Company sold, and the Investors purchased, $ 8.2 The Senior Notes were issued with an original issue discount of 14% The maturity date of the Senior Notes was extended to May 28, 2022, on April 12, 2022. The maturity date of the Senior Notes also may be extended under other circumstances specified therein. Subsequent to the extension, interest accrued from April 13, 2022 at 18% per annum until the Senior Notes are paid in full . The Company is undertaking various initiatives to improve gross margins to become cash flow positive prior to the maturity of the Senior Notes. These initiatives include improving cost of goods sold on certain raw materials. There can be no assurance the Company will be able to successfully implement such initiatives on a timely basis or at all or that it otherwise will meet the conditions required to extend the Senior Notes. If the Company is unable to extend the Senior Notes or elects not to do so, the Company will be required to repay the Senior Notes through equity issuances, additional borrowings, cash flows from operations and/or other sources of liquidity. The Warrants are exercisable for five ( 5 18,463,511 0.001 0.78 4.4 In conjunction with the private placement of Senior Notes and Warrants, each of the directors and officers of the Company entered into lock-up agreements, which prohibited sales of the Common Stock until after April 11, 2022, subject to certain exceptions. The issuance of the Senior Notes and Warrants was made in reliance on the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), for the offer and sale of securities not involving a public offering, and Regulation D promulgated under the Securities Act. In accordance with ASC 470-20-25-2, proceeds from the sale of a debt instrument with stock purchase warrants (detachable call options) are allocated to the two elements based on the relative fair values of the debt instrument without the warrants and of the warrants themselves at time of issuance. The portion of the proceeds so allocated to the warrants shall be accounted for as additional paid-in capital. The remainder of the proceeds shall be allocated to the debt instrument portion of the transaction. November 2020 Convertible Note, Related Party On November 29, 2020, the Company entered into a refinancing agreement with Mr. Ryan Drexler, (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 $ 2.9 2.9 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 certain other indebtedness of the Company held by Prestige Capital Corporation (“Prestige”) and the Senior Notes. For the three months ended March 31, 2022 and 2021, interest expense related to the related party convertible secured promissory note was $ 0.085 0.085 0.085 August 2021 Convertible Note, Related Party On October 15, 2020, the Company entered into a secured revolving promissory note (the “Revolving Note”) with Mr. 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 $ 2.5 The August 2021 Convertible Note bears interest at the rate of 12% 0.001 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 held by Prestige Corporation (“Prestige”) and the Senior Notes. For the three months ended March 31, 2022, interest expense related to the related party convertible secured promissory note was $ 0.122 no no Revolving Line of Credit, Related Party On March 8, 2022, the Company entered into an Unsecured Revolving Promissory Note (the “Note”) with the Mr. Ryan Drexler. Under the terms of the Note, proceeds may be used solely to finance the production of orders from its largest customer or any of its affiliates or subsidiaries. The Note does not contain a cap on borrowings thereunder. However, further advances under the Note are at the discretion of the Lender. Outstanding balances under the Note accrue interest at the rate of 18% The Note is subordinate to the 14% The related party revolving line of credit balance as of March 31, 2022 was $ 2.7 zero For the three months ended March 31, 2022 and 2021 total related party debt was $ 8.1 4.6 For the three months ended March 31, 2022, interest expense related to the revolving line of credit, related party was $ 0.106 Obligations Under 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% 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 On June 14, 2021, Prestige advanced the Company $ 1.0 six 15% 2% On July 26, 2021, Prestige advanced the Company $ 1.0 six 15% 1% 18,750 On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and was extended to May 28 2022 For the three months ended March 31, 2022 and 2021, the Company assigned Prestige accounts with an aggregate face amount of approximately $ 6.3 million and $ 11.4 million, respectively. For the three months ended March 31, 2022 and 2021, the Company made payments to Prestige in the amounts of $ 6.1 million and $ 13.8 million, respectively, in cash. As of March 31, 2022 and December 31, 2021, we had outstanding borrowings of approximately $ 6.6 million and $ 6.4 million, respectively. 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 was 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 On October 25, 2021, the Company received a letter from HSBF indicating the Company’s SBA PPP loan has been forgiven in full by HSBF and was recorded as a $ 964,910 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 8. Commitments and Contingencies 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 December 31, 2021, the Company was involved in the following material legal proceedings described below: 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 93,000 The Company and its Chief Executive Officer have been named as defendants in a new lawsuit filed on February 8, 2022 by White Winston Select Asset Funds, LLC and White Winston Select Asset Fund Series Fund MP-18, LLC (collectively, “White Winston”) in the Superior Court of Suffolk County Massachusetts. White Winston is bringing claims alleging unfair trade practices, abuse of process, malicious prosecution, breach of duty of loyalty and, in the alternative, for breach of the settlement agreement relating to the prior action filed by White Winston in Nevada. The Company has not yet responded to complaint and at this time cannot reasonably estimate any loss that may arise from this matter. Bakery Barn, LLC v. MusclePharm Corporation On January 24, 2022, Bakery Barn (“Bakery Barn”) filed suit against Company in Allegheny County, Pennsylvania court. Company received the Complaint on February 16, 2022. Bakery Barn alleges that the Company owes Bakery Barn over $ 1.9 77,800 42,400 1,816,017 On February 24, 2022, Flaherty Fardo Rogel & Amick, LLC (“Company Counsel”) filed a Praecipe for Appearance on behalf of the Company. On February 28, 2022, Company Counsel filed Preliminary Objections to Complaint and Brief In Support Thereof. Bakery Barn filed an Amended Complaint in Civil Action on March 14, 2022. Company Counsel is in the process of filing Preliminary Objections to this Amended Complaint. The Company intends to continue to vigorously litigate the matter. Bar Bakers, LLC v. CFC/Flavor Producers, LLC. Vs MusclePharm On March 18, 2022, the Company retained Barnes & Thornburg to represent it in connection with a Cross-Complaint filed in the Superior Court of California, County of Orange, Case No. 30-2019-01073098-CU-BC-CJC in the matter Bar Bakers LLC v. Creative Flavor Concepts, Inc. et al.. According to the pleadings, the matter arises from an agreement between the plaintiffs and defendants in which the plaintiff agreed to manufacturer energy bars and sell them to the defendants. The defendants then sold the energy bars to various retailers, including the Company. On May 29, 2019, the plaintiff sued the defendants alleging that the defendants were responsible for unpaid invoices – nine for bars manufactured and delivered to the Company and one invoice for raw materials. According to the pleadings, the unpaid invoices total $ 885,163.72 . The invoice for the raw materials is allegedly $ 4,658,593.02 . On January 31, 2022, one of the defendants, Flavor Producers LLC, filed and served a cross claim against the Company alleging that it was partially responsible for any damages that may befall on it. Specifically, Flavor Producers is asking the Court to award it $ 389,989.60 in compensatory damages. On March 25, 2022, the Company filed an answer to that cross claim denying the factual allegations and Flavor Producers’ assertion that it is entitled to any damages, including but not limited to, compensatory damages. 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 0.9 0.3 0.4 1.6 0.6 0.25 0.35 12,500 2,500 0.3 1.9 As of March 31, 2022, the total amount accrued, including interest, was $ 1.9 0.022 0.022 On May 4, 2022, the Arizona Supreme Court denied the Company’s petition for review of the decision of the appellate court and granted ThermoLife’s request for attorney’s fees. 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 1.0 1.0 1.0 0.3 During the three months ended March 31, 2022 and 2021, the Company recorded a charge of $0.018 million and $0.018 million, respectively. This charge, representing imputed interest, is included in “Interest expense” 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) $ 1.5 1.8 2.1 2.1 1.4 0.7 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 March 31, 2022, the Company determined that approximately $ 0.998 0.250 0.303 0.189 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) $ 1.5 1.8 2.0 2.1 1.4 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 70,000 100,000 18% The Company determined that approximately $ 1.1 1.6 0.3 0.2 The table below summarizes accrued expenses and interest expense incurred in for the three months ended March 31, 2022 and 2021 (in thousands): Schedule of Accrued Expenses and Interest Expense Cases Accrued Amount as of March 31, 2022 Accrued Amount as of December 31, 2021 Interest Expense for Period Ending March 31, 2022 Interest Expense for Period Ending March 31, 2021 Manchester City Football Group $ 730 $ 730 $ (18 ) $ (18 ) Nutrablend Matter 1,248 2,318 (55 ) (64 ) 4Excelsior Matter 2,715 3,597 (77 ) (98 ) ThermoLife International 1,364 1,364 (22 ) (22 ) Total $ 6,057 $ 8,009 $ (172 ) $ (202 ) |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation | Note 9. Stock-Based Compensation The Company’s stock-based compensation for the three months ended March 31, 2022 and 2021 consisted primarily of stock option awards, and there was no activity other than vesting for the three months ended March 31, 2022. For the three months ended March 31, 2022, the Company recorded approximately $ 0.4 |
Net Income (Loss) per Share
Net Income (Loss) per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | Note 10. Net Income (Loss) per Share The following table sets forth the computation of the Company’s basic and diluted net income (loss) per share for the years presented (in thousands, except share and per share data): Schedule of Basic and Diluted Net Income (loss) Per Share For the Three Months Ended March 31, 2022 2021 Net Income (loss) $ (6,301 ) $ 94 Weighted average common shares used in computing net income (loss) per share, basic 33,386,200 33,119,549 Potentially diluted securities -- 12,373,071 Weighted average common shares used in computing net income (loss) per share, diluted 33,386,200 45,492,620 Net income (loss) per share, basic $ (0.19 ) $ 0.00 Net income (loss) per share, diluted $ (0.19 ) $ 0.00 Basic net income (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per share is computed by dividing net income (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. As of March 31, 2022, there were fully vested stock options of 1,651,884 The following securities were excluded from the computations of the diluted net income (loss) per share, for the three months ended March 31, 2022 and 2021 as the effect of the securities would be anti-dilutive: Schedule of Outstanding Potentially Dilutive Securities As of March 31, 2022 2021 Stock options 5,399,441 171,703 Warrants 18,463,511 - Convertible notes 16,473,549 12,373,071 Total common stock equivalents 40,336,501 12,544,774 The average exercise price of the stock options and warrants as of March 31, 2022 is $ 0.77 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11. Income Taxes The Company’s tax expense for the three months ended March 31, 2022 and 2021 was zero. 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 March 31, 2022. |
Segment Information and Geograp
Segment Information and Geographic Data | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information and Geographic Data | Note 12. Segment Information and Geographic Data Historically, 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 has had a single reporting segment and operating unit structure. During the third quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, at which time, the CODM commenced reviewing financial information on a disaggregated basis with the functional energy drink business separate from base business of protein products. During 2021, revenues for the functional energy drink segment were not material, but it is anticipated to become a more significant segment of the Company’s business going forward. (All amounts below are in thousands): Schedule of Significant Segment Business Going Forward 2022 2021 Three Months Ended March 31, 2022 2021 Revenue, net Protein products $ 12,000 $ 13,121 Energy drinks 1,101 — Total revenue, net $ 13,101 $ 13,121 Schedule of Business Revenue and Profits Three Months Ended March 31, 2022 Revenue Cost of Revenue Gross Profit Protein products $ 12,000 $ 10,875 $ 1,125 Energy drinks 1,101 717 384 Total $ 13,101 $ 11,592 $ 1,509 As the Company’s products are made through contract manufacturers’, there were no capital expenditures related to either segment during the three months ended March 31, 2022 and 2021. Energy segment assets were not material as of March 31, 2022. All of the Company’s assets are located in the United States. Geographic Information: Revenue, classified by the major geographic areas in which our customers are located is as follows: Schedule of Revenue, Major Geographical Areas 2022 2021 Three Months Ended March 31, 2022 2021 United States 94 % 71 % Other Countries 6 % 29 % Total revenue 100 % 100 % No other country accounted for more than 5 Schedule of Revenue, Net by Geographic Area 2022 2021 Three Months Ended March 31, 2022 2021 Revenue, net Protein products United States $ 11,297 $ 9,274 International 703 3,847 Total Protein Products $ 12,000 $ 13,121 Energy drinks United States 1,070 - International 31 - Total energy drinks $ 1,101 $ - Total revenue, net $ 13,101 $ 13,121 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022, results of operations and cash flows for the three months ended March 31, 2022 and 2021. The results of operations for the three ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ended December 31, 2022. 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 as amended for the year ended December 31, 2021, filed with the SEC on May 4, 2022. |
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, the calculation of the Company’s effective tax rate and deferred tax assets, valuation of stock based compensation, warrants, likelihood and range of possible losses on contingencies and present value of lease liabilities. Actual results could differ from those estimates. |
Disaggregation of Revenue | Disaggregation of Revenue The following shows the disaggregation of revenue by distribution channel for the three months ended March 31, 2022 and 2021 (in thousands). Schedule of Disaggregation of Revenue For the Three Months Ended March 31, 2022 % of Total 2021 % of Total Distribution Channel Specialty $ 3,383 26 % $ 6,795 52 % International 733 6 % 3,847 29 % FDM 8,985 68 % 2,479 19 % Total $ 13,101 100 % $ 13,121 100 % |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers and vendors are those that represent more than 10% of the Company’s net revenue or accounts receivable for each period presented. During the three months ended March 31, 2022, we had three customers who individually accounted for 59% , 13% , and 12% of our net revenue, and two customers that individually accounted for 59% and 17% of accounts receivable. During the three months ended March 31, 2021, we had three customers who individually accounted for 28% , 17% and 14% of our net revenue, and two customers that individually accounted for 32% and 21% of accounts receivable. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled products due to defective manufacturing. During the three months ended March 31, 2022, the Company had four vendors who individually accounted for 17% 12% 12% 11% 32% 21% 21% The Company has a geographic concentration in the United States, with 94% 71% 6% 29% |
Segments | Segments Historically, the Company’s chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company has had two reporting segments and operating unit structures. During the fourth quarter of 2021, the Company introduced a functional energy beverages line under the MusclePharm and FitMiss brands, so the CODM now reviews financial information and makes resource and opportunity decisions on a disaggregated basis with the functional energy drink business separate from protein products. |
Litigation Estimates and Accruals | Litigation Estimates and Accruals 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. |
Income Taxes | Income Taxes Income taxes are accounted for using the asset and liability method. Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Interest income, interest expense and penalties associated with income taxes are reflected in (Benefit) provision for income taxes on the consolidated statements of operations. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to be established unless management determines that it is more likely than not that the Company will ultimately realize the tax benefit associated with a deferred tax asset. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. |
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 March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 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) |
Reclassifications | Reclassifications Certain prior period amounts have been reclassified to conform to the current period financial statement presentation, including classification of certain operating expenses. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Disaggregation of Revenue | The following shows the disaggregation of revenue by distribution channel for the three months ended March 31, 2022 and 2021 (in thousands). Schedule of Disaggregation of Revenue For the Three Months Ended March 31, 2022 % of Total 2021 % of Total Distribution Channel Specialty $ 3,383 26 % $ 6,795 52 % International 733 6 % 3,847 29 % FDM 8,985 68 % 2,479 19 % Total $ 13,101 100 % $ 13,121 100 % |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | The components of inventory as of March 31, 2022 and December 31, 2021 were as follows (in thousands): Schedule of Inventory March 31, 2022 December 31, 2021 Raw Materials $ 746 $ 694 Finished Goods 229 1,144 Inventory 975 1,838 Less: inventory writedown — (8 ) Inventory $ 975 $ 1,830 |
Accrued and Other Liabilities (
Accrued and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued and Other Liabilities | As of March 31, 2022 and December 31, 2021, the Company’s accrued and other liabilities consisted of the following (in thousands): Schedule of Accrued and Other Liabilities March 31, 2022 December 31, 2021 Accrued professional fees $ 342 $ 236 Accrued interest 1,151 797 Accrued payroll and bonus 702 695 Settlements — short term (Nutrablend and 4Excelsior) 2,102 2,104 Accrued expenses — ThermoLife 1,364 1,364 Accrued and other short-term liabilities 993 746 Total accrued and other liabilities $ 6,654 $ 5,942 |
Interest Expense (Tables)
Interest Expense (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Schedule of Interest Expenses | For the three months ended March 31, 2022 and March 31, 2021, interest expense consisted of the following: Schedule of Interest Expenses For the Three Months Ended March 31, 2022 2021 Interest expense, related party $ (313 ) $ (120 ) Interest expense, other (254 ) (227 ) Interest expense, secured borrowing arrangement (71 ) (163 ) Amortization of debt issue cost associated with related warrants (2,615 ) - Amortization of debt issue cost - OID (568 ) - Total interest expense $ (3,821 ) $ (510 ) |
Other Long -Term Liabilities (T
Other Long -Term Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Other Liabilities Disclosure [Abstract] | |
Schedule of Other Long-Term Liabilities | As of March 31, 2022 and December 31, 2021 the Company’s other long-term liabilities consisted of the following (in thousands): Schedule of Other Long-Term Liabilities As of March 31, 2022 As of December 31, 2021 Settlements — long term (Nutrablend and 4Excelsior) $ 1,861 $ 2,326 Total other long term liabilities $ 1,861 $ 2,326 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of March 31, 2022 and December 31, 2021, the Company’s debt consisted of the following (in thousands): Schedule of Debt March 31, 2022 December 31, 2021 Senior notes payable $ 7,798 $ 5,034 Debt issue costs, net (60 ) (479 ) Refinanced convertible note, related party 5,330 5,330 Revolving line of credit, related party 2,747 - Obligations under secured borrowing arrangement 6,592 6,446 Total current debt $ 22,407 $ 16,331 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Accrued Expenses and Interest Expense | The table below summarizes accrued expenses and interest expense incurred in for the three months ended March 31, 2022 and 2021 (in thousands): Schedule of Accrued Expenses and Interest Expense Cases Accrued Amount as of March 31, 2022 Accrued Amount as of December 31, 2021 Interest Expense for Period Ending March 31, 2022 Interest Expense for Period Ending March 31, 2021 Manchester City Football Group $ 730 $ 730 $ (18 ) $ (18 ) Nutrablend Matter 1,248 2,318 (55 ) (64 ) 4Excelsior Matter 2,715 3,597 (77 ) (98 ) ThermoLife International 1,364 1,364 (22 ) (22 ) Total $ 6,057 $ 8,009 $ (172 ) $ (202 ) |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 income (loss) per share for the years presented (in thousands, except share and per share data): Schedule of Basic and Diluted Net Income (loss) Per Share For the Three Months Ended March 31, 2022 2021 Net Income (loss) $ (6,301 ) $ 94 Weighted average common shares used in computing net income (loss) per share, basic 33,386,200 33,119,549 Potentially diluted securities -- 12,373,071 Weighted average common shares used in computing net income (loss) per share, diluted 33,386,200 45,492,620 Net income (loss) per share, basic $ (0.19 ) $ 0.00 Net income (loss) per share, diluted $ (0.19 ) $ 0.00 |
Schedule of Outstanding Potentially Dilutive Securities | The following securities were excluded from the computations of the diluted net income (loss) per share, for the three months ended March 31, 2022 and 2021 as the effect of the securities would be anti-dilutive: Schedule of Outstanding Potentially Dilutive Securities As of March 31, 2022 2021 Stock options 5,399,441 171,703 Warrants 18,463,511 - Convertible notes 16,473,549 12,373,071 Total common stock equivalents 40,336,501 12,544,774 |
Segment Information and Geogr_2
Segment Information and Geographic Data (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Significant Segment Business Going Forward | Schedule of Significant Segment Business Going Forward 2022 2021 Three Months Ended March 31, 2022 2021 Revenue, net Protein products $ 12,000 $ 13,121 Energy drinks 1,101 — Total revenue, net $ 13,101 $ 13,121 |
Schedule of Business Revenue and Profits | Schedule of Business Revenue and Profits Three Months Ended March 31, 2022 Revenue Cost of Revenue Gross Profit Protein products $ 12,000 $ 10,875 $ 1,125 Energy drinks 1,101 717 384 Total $ 13,101 $ 11,592 $ 1,509 |
Schedule of Revenue, Major Geographical Areas | Revenue, classified by the major geographic areas in which our customers are located is as follows: Schedule of Revenue, Major Geographical Areas 2022 2021 Three Months Ended March 31, 2022 2021 United States 94 % 71 % Other Countries 6 % 29 % Total revenue 100 % 100 % |
Schedule of Revenue, Net by Geographic Area | Schedule of Revenue, Net by Geographic Area 2022 2021 Three Months Ended March 31, 2022 2021 Revenue, net Protein products United States $ 11,297 $ 9,274 International 703 3,847 Total Protein Products $ 12,000 $ 13,121 Energy drinks United States 1,070 - International 31 - Total energy drinks $ 1,101 $ - Total revenue, net $ 13,101 $ 13,121 |
Description of Business (Detail
Description of Business (Details Narrative) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and Cash Equivalents, at Carrying Value | $ 534 | $ 1,223 | ||
Working capital deficit | 36,300 | |||
Stockholders' Equity Attributable to Parent | 38,055 | 32,191 | $ 24,325 | $ 24,419 |
Retained Earnings (Accumulated Deficit) | $ 211,840 | $ 205,539 |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue | $ 13,101 | $ 13,121 |
Percentage of revenue | 100.00% | 100.00% |
Specialty [Member] | ||
Revenue | $ 3,383 | $ 6,795 |
Percentage of revenue | 26.00% | 52.00% |
International [Member] | ||
Revenue | $ 733 | $ 3,847 |
Percentage of revenue | 6.00% | 29.00% |
Food Drug And Mass [Member] | ||
Revenue | $ 8,985 | $ 2,479 |
Percentage of revenue | 68.00% | 19.00% |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | UNITED STATES | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 94.00% | 71.00% |
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Canada and Asia [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 6.00% | 29.00% |
Customer One [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 59.00% | 28.00% |
Customer One [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 59.00% | 32.00% |
Customer Two [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 13.00% | 17.00% |
Customer Two [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 17.00% | 21.00% |
Customer Three [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 12.00% | 14.00% |
Vendor One [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 17.00% | 32.00% |
Vendor Two [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 12.00% | 21.00% |
Vendor Three [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 12.00% | 21.00% |
Vendor Four [Member] | Cost of Goods and Service Benchmark [Member] | Supplier Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Concentration risk, percentage | 11.00% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 746 | $ 694 |
Finished Goods | 229 | 1,144 |
Inventory | 975 | 1,838 |
Less: inventory writedown | (8) | |
Inventory | $ 975 | $ 1,830 |
Schedule of Accrued and Other L
Schedule of Accrued and Other Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued professional fees | $ 342 | $ 236 |
Accrued interest | 1,151 | 797 |
Accrued payroll and bonus | 702 | 695 |
Settlements — short term (Nutrablend and 4Excelsior) | 2,102 | 2,104 |
Accrued expenses — ThermoLife | 1,364 | 1,364 |
Accrued and other short-term liabilities | 993 | 746 |
Total accrued and other liabilities | $ 6,654 | $ 5,942 |
Schedule of Interest Expenses (
Schedule of Interest Expenses (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Interest expense, related party | $ (313) | $ (120) |
Interest expense, other | (254) | (227) |
Interest expense, secured borrowing arrangement | (71) | (163) |
Amortization of debt issue cost associated with related warrants | (2,615) | |
Amortization of debt issue cost - OID | (568) | |
Total interest expense | $ (3,821) | $ (510) |
Schedule of Other Long-Term Lia
Schedule of Other Long-Term Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Mar. 31, 2021 |
Debt Instrument [Line Items] | ||
Total other long term liabilities | $ 1,861 | $ 2,326 |
Settlements Llong Term Nutrablend And 4 Excelsior [Member] | ||
Debt Instrument [Line Items] | ||
Total other long term liabilities | $ 1,861 | $ 2,326 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Disclosure [Abstract] | ||
Senior notes payable | $ 7,798 | $ 5,034 |
Debt issue costs, net | (60) | (479) |
Refinanced convertible note, related party | 5,330 | 5,330 |
Revolving line of credit, related party | 2,747 | |
Obligations under secured borrowing arrangement | 6,592 | 6,446 |
Total current debt | $ 22,407 | $ 16,331 |
Debt (Details Narrative)
Debt (Details Narrative) | Mar. 08, 2022 | Oct. 25, 2021USD ($) | Oct. 12, 2021 | Jul. 26, 2021USD ($)shares | Jun. 14, 2021USD ($) | Sep. 25, 2020 | May 14, 2020USD ($) | Apr. 10, 2019 | Aug. 31, 2021Integer$ / shares | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Oct. 13, 2021USD ($) | Aug. 13, 2021USD ($) | Nov. 29, 2020USD ($) | Oct. 15, 2020USD ($) | Aug. 21, 2020USD ($)$ / shares | Jan. 31, 2016USD ($) |
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | |||||||||||||||||
Debt Instrument, Interest Rate, Basis for Effective Rate | Subsequent to the extension, interest accrued from April 13, 2022 at 18% per annum until the Senior Notes are paid in full | |||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years | |||||||||||||||||
Common stock par value | $ / shares | $ 0.001 | $ 0.001 | ||||||||||||||||
Interest expense | $ 313,000 | $ 120,000 | ||||||||||||||||
Revolver balance | 2,700,000 | 0 | ||||||||||||||||
Debt instrument description | On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and was extended to May 28 2022 | 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 | ||||||||||||||||
Proceeds from loans | $ 964,910 | |||||||||||||||||
Prestige Capital Corporation [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Proceeds from loans | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||
Debt instrument term | 6 years | 6 years | ||||||||||||||||
Debt instrument interest rate during period | 15.00% | 15.00% | ||||||||||||||||
Accommodation fee percent | 1.00% | 2.00% | ||||||||||||||||
Stock options | shares | 18,750 | |||||||||||||||||
Mr. Ryan Drexler [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,500,000 | |||||||||||||||||
Common stock par value | $ / shares | $ 0.001 | |||||||||||||||||
Debt instrument interest rate stated percentage | 12.00% | |||||||||||||||||
Mr. Ryan Drexler [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Trading days | Integer | 15 | |||||||||||||||||
Mr. Ryan Drexler [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Trading days | Integer | 60 | |||||||||||||||||
Related Party [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense charges | 8,100,000 | 4,600,000 | ||||||||||||||||
Prestige [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | 6,600,000 | $ 6,400,000 | ||||||||||||||||
Aggregate face amount. | 6,300,000 | 11,400,000 | ||||||||||||||||
Proceeds from Related Party Debt | 6,100,000 | 13,800,000 | ||||||||||||||||
The 2020 Refinanced Convertible Note [Member] | Mr. Ryan Drexler [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,900,000 | |||||||||||||||||
Convertible Secured Promissory Note [Member] | Mr. Ryan Drexler [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,900,000 | |||||||||||||||||
Debt instrument convertible conversion price | $ / shares | $ 0.23 | |||||||||||||||||
Convertible Secured Promissory Note [Member] | Mr. Ryan Drexler [Member] | Payment in Kind (PIK) Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument convertible conversion price | $ / shares | $ 0.10 | |||||||||||||||||
Convertible Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | 85,000 | 85,000 | ||||||||||||||||
Interest paid in cash | 85,000 | |||||||||||||||||
Interest expense | 106,000 | |||||||||||||||||
Related Party Secured Revolving Promissory Note [Member] | Mr. Ryan Drexler [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 3,000,000 | |||||||||||||||||
Debt instrument interest rate stated percentage | 12.00% | |||||||||||||||||
Convertible Note One [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | 122,000 | 0 | ||||||||||||||||
Convertible Note One [Member] | Mr Drexler [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Interest paid in cash | $ 0 | $ 0 | ||||||||||||||||
Related Party UnSecured Revolving Promissory Note [Member] | Mr Drexler [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest percentage | 18.00% | |||||||||||||||||
Issued discounts senior secured notes | 14.00% | |||||||||||||||||
Paycheck Protection Program [Member] | Harvest Small Business Finance, LLC [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument interest rate stated percentage | 1.00% | |||||||||||||||||
Debt instrument description | The Note was 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 | |||||||||||||||||
Securities purchase agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Accrued interest percentage | 14.00% | |||||||||||||||||
Purchase and Sale Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 12,500,000 | |||||||||||||||||
Debt instrument interest rate stated percentage | 80.00% | |||||||||||||||||
Debt instrument remaining interest rate | 20.00% | |||||||||||||||||
Purchase and Sale Agreement [Member] | Minimum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Disount fee interest rate | 0.70% | |||||||||||||||||
Purchase and Sale Agreement [Member] | Maximum [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Disount fee interest rate | 4.00% | |||||||||||||||||
Purchase and Sale Agreement [Member] | Prestige [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument 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 | |||||||||||||||||
Warrant [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 4,400,000 | |||||||||||||||||
Class of Warrant or Right, Unissued | shares | 18,463,511 | |||||||||||||||||
Common stock par value | $ / shares | $ 0.001 | |||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.78 | |||||||||||||||||
Warrant [Member] | Securities purchase agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 8,200,000 |
Schedule of Accrued Expenses an
Schedule of Accrued Expenses and Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued Expenses | $ 6,057 | $ 8,009 | |
Interest Expenses | (172) | $ (202) | |
Manchester City Football Group [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued Expenses | 730 | 730 | |
Interest Expenses | (18) | (18) | |
Nutrablend Matter [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued Expenses | 1,248 | 2,318 | |
Interest Expenses | (55) | (64) | |
Four Excelsior Matter [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued Expenses | 2,715 | 3,597 | |
Interest Expenses | (77) | (98) | |
Thermo Life International [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Accrued Expenses | 1,364 | $ 1,364 | |
Interest Expenses | $ (22) | $ (22) |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | Jan. 31, 2022 | Jan. 24, 2022 | Nov. 01, 2021 | Oct. 12, 2021 | Jul. 20, 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 | Oct. 30, 2021 | May 31, 2021 | Mar. 31, 2022 | Aug. 31, 2021 | May 31, 2021 | Mar. 31, 2021 | Feb. 28, 2021 | Nov. 30, 2020 | Dec. 31, 2018 | Mar. 18, 2022 | Dec. 31, 2021 | Dec. 16, 2020 |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Fee and costs penalty | $ 93,000 | $ 56,000 | |||||||||||||||||||||||||||||
Associated fee | $ 2,500 | ||||||||||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 3,100,000 | ||||||||||||||||||||||||||||||
Allegedly unpaid invoices | $ 3,100,000 | ||||||||||||||||||||||||||||||
Debt Instrument, Description | On October 12, 2021, the June 14, 2021 and July 26, 2021 the total Prestige advance $2.0 million was extended to the date of the termination of the senior secured note offering, which is in April 2022, and was extended to May 28 2022 | 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 | |||||||||||||||||||||||||||||
Outstanding balance | 2,000,000 | ||||||||||||||||||||||||||||||
Accrued and other liability | 6,654,000 | $ 5,942,000 | |||||||||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Remiitted amount | $ 700,000 | ||||||||||||||||||||||||||||||
Long-term Line of Credit | 3,000,000 | ||||||||||||||||||||||||||||||
Settlement Agreement [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Total amount accrued | $ 3,000,000 | ||||||||||||||||||||||||||||||
Advance payment | $ 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 | $ 2,000,000 | $ 1,800,000 | $ 1,500,000 | ||||||||||||||||||||||||
Nutrablend Matter [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Purchase order | $ 2,000,000 | ||||||||||||||||||||||||||||||
Accrued and other liability | 998,000 | ||||||||||||||||||||||||||||||
Other Liabilities, Noncurrent | 250,000 | ||||||||||||||||||||||||||||||
Payment of legal settlement | 303,000 | $ 189,000 | |||||||||||||||||||||||||||||
4 Excelsior [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Accrued and other liability | 1,100,000 | ||||||||||||||||||||||||||||||
Other Liabilities, Noncurrent | 1,600,000 | ||||||||||||||||||||||||||||||
Payment of legal settlement | 300,000 | 200,000 | |||||||||||||||||||||||||||||
ThermoLife [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Fee and costs penalty | $ 400,000 | ||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | 900,000 | ||||||||||||||||||||||||||||||
Increase of bond amount | 1,600,000 | ||||||||||||||||||||||||||||||
Interest expense recognized damages | $ 300,000 | ||||||||||||||||||||||||||||||
Total amount accrued | 1,900,000 | $ 1,600,000 | |||||||||||||||||||||||||||||
paid fee | 600,000 | ||||||||||||||||||||||||||||||
Paid fee | 250,000 | ||||||||||||||||||||||||||||||
Bakery Bam [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Contract with customer breach | $ 1,900,000 | ||||||||||||||||||||||||||||||
Order of services | 77,800 | ||||||||||||||||||||||||||||||
Specific ingredients | 42,400 | ||||||||||||||||||||||||||||||
Purchase agreements | $ 1,816,017 | ||||||||||||||||||||||||||||||
Barnes And Thornburg [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Due to Related Parties | $ 885,163.72 | ||||||||||||||||||||||||||||||
Due to Other Related Parties | $ 4,658,593.02 | ||||||||||||||||||||||||||||||
Flavor Producers LLC [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 389,989.60 | ||||||||||||||||||||||||||||||
Mr Drexler [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
penalty paid | $ 1,500 | ||||||||||||||||||||||||||||||
Interest expense recognized damages | 22,000 | $ 22,000 | |||||||||||||||||||||||||||||
Balance fee | 350,000 | ||||||||||||||||||||||||||||||
Associated fee | $ 12,500 | ||||||||||||||||||||||||||||||
ThermoLife International LLC [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Increase of bond amount | $ 1,900,000 | ||||||||||||||||||||||||||||||
Interest expense recognized damages | $ 300,000 | ||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||
4 Excelsior [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Loss Contingency, Damages Paid, Value | $ 6,200,000 | ||||||||||||||||||||||||||||||
Increase of bond amount | $ 7,800,000 | ||||||||||||||||||||||||||||||
Loss Contingency Accrual | $ 4,750,000 | ||||||||||||||||||||||||||||||
Charges against revenues | 70,000 | ||||||||||||||||||||||||||||||
Settlement periodic payments thereafter | $ 100,000 | ||||||||||||||||||||||||||||||
Interest rate | 18.00% | ||||||||||||||||||||||||||||||
Three Promissory Notes [Member] | |||||||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||||||
Loan exchange, value | $ 18,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) $ in Millions | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Share-Based Payment Arrangement [Abstract] | |
Share-based payment arrangement, expense | $ 0.4 |
Schedule of Basic and Diluted N
Schedule of Basic and Diluted Net Income (loss) Per Share (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net Income (loss) | $ (6,301,000) | $ 94,000 |
Weighted average common shares used in computing net income (loss) per share, basic | 33,386,200 | 33,119,549 |
Potentially diluted securities | $ 12,373,071 | |
Weighted average common shares used in computing net income (loss) per share, diluted | 33,386,200 | 45,492,620 |
Net income (loss) per share, basic | $ (0.19) | $ 0 |
Net income (loss) per share, diluted | $ (0.19) | $ 0 |
Schedule of Outstanding Potenti
Schedule of Outstanding Potentially Dilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 40,336,501 | 12,544,774 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 5,399,441 | 171,703 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 18,463,511 | |
Convertible Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Total common stock equivalents | 16,473,549 | 12,373,071 |
Net Income (Loss) per Share (De
Net Income (Loss) per Share (Details Narrative) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Earnings Per Share [Abstract] | |
[custom:VestedStockOptionsDilutive] | shares | 1,651,884 |
Average exercise price of the stock options and warrants | $ / shares | $ 0.77 |
Schedule of Significant Segment
Schedule of Significant Segment Business Going Forward (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue, net | $ 13,101 | $ 13,121 |
Protein Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, net | 12,000 | 13,121 |
Energy Drinks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue, net | $ 1,101 |
Schedule of Business Revenue an
Schedule of Business Revenue and Profits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 13,101 | |
Cost of Revenue | 11,592 | |
Gross Profit | 1,509 | $ 3,689 |
Protein Products [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 12,000 | |
Cost of Revenue | 10,875 | |
Gross Profit | 1,125 | |
Energy Drinks [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,101 | |
Cost of Revenue | 717 | |
Gross Profit | $ 384 |
Schedule of Revenue, Major Geog
Schedule of Revenue, Major Geographical Areas (Details) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 100.00% | 100.00% |
UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 94.00% | 71.00% |
Other Countries [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue | 6.00% | 29.00% |
Schedule of Revenue, Net by Geo
Schedule of Revenue, Net by Geographic Area (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue, net | $ 13,101 | $ 13,121 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue, net | 733 | 3,847 |
Protein Products [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue, net | 12,000 | 13,121 |
Protein Products [Member] | UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue, net | 11,297 | 9,274 |
Protein Products [Member] | International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue, net | 703 | 3,847 |
Energy Drinks [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue, net | 1,101 | |
Energy Drinks [Member] | UNITED STATES | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue, net | 1,070 | |
Energy Drinks [Member] | International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Total revenue, net | $ 31 |
Segment Information and Geogr_3
Segment Information and Geographic Data (Details Narrative) | Mar. 31, 2022 | Mar. 31, 2021 |
Segment Reporting [Abstract] | ||
Accounted revenue | 5.00% | 5.00% |