Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 06, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Entity Registrant Name | MusclePharm Corp | ||
Entity Central Index Key | 1415684 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | MSLP | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $98,998,280 | ||
Entity Common Stock, Shares Outstanding | 13,468,876 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash | $1,020 | $5,412 |
Restricted cash | 2,500 | |
Marketable securities | 379 | |
Accounts receivable, net of allowance for doubtful accounts of $159 and $29 as of December 31, 2014 and 2013 | 16,644 | 13,741 |
Inventory | 21,069 | 15,772 |
Prepaid giveaways | 1,228 | 1,178 |
Prepaid stock compensation, current | 4,476 | 3,024 |
Prepaid sponsorship and endorsement fees | 238 | 1,145 |
Prepaid expenses and other current assets | 1,742 | 1,376 |
Total current assets | 46,417 | 44,527 |
Property and equipment, net | 7,805 | 2,614 |
Intangible assets, net | 7,074 | 155 |
Prepaid stock compensation, long-term | 4,952 | 4,718 |
Other assets | 108 | 144 |
TOTAL ASSETS | 66,356 | 52,158 |
Current liabilities: | ||
Accounts payable | 27,761 | 26,048 |
Accrued liabilities | 7,023 | 2,345 |
Customer deposits | 266 | |
Other debt obligations | 46 | 63 |
Line of credit | 8,000 | 2,500 |
Derivative liabilities | 1,147 | |
Total current liabilities | 42,830 | 32,369 |
Other long-term liabilities | 146 | 54 |
Total liabilities | 42,976 | 32,423 |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Convertible preferred stock, par value of $0.001 per share; 10,000,000 shares authorized as of December 31, 2014 and 2013; none and 131,500 shares issued and outstanding as of December 31, 2014 and 2013; no aggregate liquidation preference as of December 31, 2014 | ||
Common stock, par value of $0.001 per share; 100,000,000 shares authorized as of December 31, 2014 and 2013; 13,996,007 and 9,259,411 shares issued as of December 31, 2014 and 2013; 13,120,386 and 9,089,490 shares outstanding as of December 31, 2014 and 2013 | 14 | 9 |
Additional paid-in capital | 129,130 | 103,065 |
Treasury stock, at cost; 875,621 and 169,921 shares as of December 31, 2014 and 2013 | -10,039 | -1,498 |
Accumulated other comprehensive loss | -66 | -14 |
Accumulated deficit | -95,659 | -81,827 |
Total stockholders' equity | 23,380 | 19,735 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $66,356 | $52,158 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, net of allowance for doubtful accounts | $159,000 | $29,000 |
Convertible Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Convertible Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Convertible Preferred stock, shares issued | 0 | 131,500 |
Convertible Preferred stock, shares outstanding | 0 | 131,500 |
Convertible Preferred stock, aggregate liquidation preference | $0 | |
Common Stock, par value (in dollars per share) | $0.00 | $0.00 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 13,996,007 | 9,259,411 |
Common Stock, shares outstanding | 13,120,386 | 9,089,490 |
Treasury Stock, shares | 875,621 | 169,921 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Statement [Abstract] | |||
Revenue, net | $177,389 | $110,878 | $67,055 |
Cost of revenue | 121,379 | 77,686 | 52,727 |
Gross profit | 56,010 | 33,192 | 14,328 |
Operating expenses | |||
Advertising and promotion | 28,053 | 15,535 | 8,430 |
Salaries and benefits | 25,347 | 11,831 | 4,597 |
Selling, general and administrative | 13,354 | 7,173 | 4,634 |
Research and development | 3,997 | 1,119 | 278 |
Professional fees | 4,635 | 11,831 | 5,125 |
Total operating expenses | 75,386 | 47,489 | 23,064 |
Loss from operations | -19,376 | -14,297 | -8,736 |
Other income (expense), net | 5,577 | -3,306 | -10,217 |
Loss before provision for income taxes | -13,799 | -17,603 | -18,953 |
Provision for income taxes | 33 | 115 | |
Net loss | ($13,832) | ($17,718) | ($18,953) |
Net loss per share, basic and diluted | ($1.25) | ($2.46) | ($13) |
Weighted-average shares used to compute net loss per share, basic and diluted | 11,038,761 | 7,193,784 | 1,458,757 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement Of Income And Comprehensive Income [Abstract] | |||
Net loss | ($13,832) | ($17,718) | ($18,953) |
Change in foreign currency translation adjustment | -52 | -6 | -8 |
Comprehensive loss | ($13,884) | ($17,724) | ($18,961) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (Deficit) (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] | Series B Preferred Stock [Member] | Series C Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] | Series D Convertible Preferred Stock [Member] |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Common Stock [Member] | |||
Balance at Dec. 31, 2011 | ($12,970,000) | $1,000 | $32,185,000 | ($45,156,000) | ||||||
Balance (in shares) at Dec. 31, 2011 | 712,860 | 51 | 190 | |||||||
Issuance of common stock for: | ||||||||||
Conversion of preferred shares | 615,000 | 615,000 | ||||||||
Conversion of preferred shares (In shares) | 22,353 | -190 | ||||||||
Conversion of debt | 1,420,000 | 1,420,000 | ||||||||
Conversion of debt (in shares) | 290,961 | |||||||||
Cash/third party services | 1,660,000 | 1,660,000 | ||||||||
Cash (in shares) | 199,422 | |||||||||
Interest | 334,000 | 334,000 | ||||||||
Interest (in shares) | 58,945 | |||||||||
Warrant conversions/settlements | 7,296,000 | 1,000 | 7,295,000 | |||||||
Warrant conversions/settlements (in shares) | 853,082 | |||||||||
Forbearance of agreement terms | 1,240,000 | 1,240,000 | ||||||||
Forbearance of agreement terms (in shares) | 95,528 | |||||||||
Other (in shares) | 479 | |||||||||
Treasury stock purchased | -461,000 | -461,000 | ||||||||
Treasury stock purchased (in shares) | -31,096 | -31,096 | ||||||||
Stock-based compensation | 5,945,000 | 1,000 | 5,944,000 | |||||||
Stock-based compensation (in shares) | 544,774 | |||||||||
Reclassification of derivative liabilities to additional paid-in capital for financial instrument conversion and maturity | 4,124,000 | 4,124,000 | ||||||||
Net loss | -18,953,000 | -18,953,000 | ||||||||
Change in foreign currency translation adjustment | -8,000 | -8,000 | ||||||||
Balance at Dec. 31, 2012 | -9,758,000 | 3,000 | 54,817,000 | -461,000 | -8,000 | -64,109,000 | ||||
Balance (in shares) at Dec. 31, 2012 | 2,747,308 | 51 | ||||||||
Issuance of preferred stock for cash | 12,001,000 | 11,999,000 | 2,000 | |||||||
Issuance of preferred stock for cash (In shares) | 1,500,000 | |||||||||
Issuance of common stock for: | ||||||||||
Conversion of debt (in shares) | 2,737,000 | 1,368,500 | ||||||||
Cash/third party services | 10,559,000 | 1,000 | 10,558,000 | |||||||
Cash (in shares) | 1,191,332 | 1,191,332 | ||||||||
Contract settlement | 256,000 | 256,000 | ||||||||
Contract settlement (in shares) | 25,000 | |||||||||
Services - third parties (in shares) | 2,217,511 | |||||||||
Employees | 562,000 | |||||||||
Employee (in shares) | 51,000 | |||||||||
Retirement of Series B preferred Stock | -51 | |||||||||
Treasury stock purchased | -1,037,000 | -1,037,000 | ||||||||
Treasury stock purchased (in shares) | -138,825 | -138,825 | ||||||||
Reduction of additional paid-in capital attributable to value of conversion options on Series D offering | -8,175,000 | -8,175,000 | ||||||||
Stock issuance costs | -1,395,000 | -1,395,000 | ||||||||
Stock-based compensation | 23,029,000 | 2,000 | 23,027,000 | |||||||
Stock-based compensation (in shares) | 2,514,045 | |||||||||
Reclassification of derivative liabilities to additional paid-in capital for conversion of Series D preferred stock | 11,824,000 | 3,000 | 11,823,000 | -2,000 | ||||||
Reclassification of derivative liabilities to additional paid-in capital for conversion of Series D preferred stock (In shares) | 2,737,000 | -1,368,500 | ||||||||
Reclassification of derivative liabilities to additional paid-in capital upon contract settlement | 155,000 | 155,000 | ||||||||
Reclassification of derivative liabilities to additional paid-in capital upon contract settlement (In shares) | 13,630 | |||||||||
Net loss | -17,718,000 | -17,718,000 | ||||||||
Change in foreign currency translation adjustment | -6,000 | -6,000 | ||||||||
Balance at Dec. 31, 2013 | 19,735,000 | 9,000 | 103,065,000 | -1,498,000 | -14,000 | -81,827,000 | ||||
Balance (in shares) at Dec. 31, 2013 | 9,089,490 | 131,500 | ||||||||
Issuance of common stock for: | ||||||||||
Conversion of preferred shares | 773,000 | 773,000 | ||||||||
Conversion of preferred shares (In shares) | 263,000 | -131,500 | ||||||||
Conversion of debt (in shares) | 263,000 | 131,500 | ||||||||
Cash/third party services | 130,000 | 130,000 | ||||||||
BioZone acquisition | 4,213,000 | 1,000 | 8,832,000 | -4,620,000 | ||||||
BioZone acquisition (In shares) | 850,000 | |||||||||
Treasury stock purchased | -3,921,000 | -3,921,000 | ||||||||
Treasury stock purchased (in shares) | -705,700 | |||||||||
Stock-based compensation | 10,931,000 | 3,000 | 10,928,000 | |||||||
Stock-based compensation (in shares) | 2,796,743 | 2,796,743 | ||||||||
Net loss | -13,832,000 | -13,832,000 | ||||||||
Change in foreign currency translation adjustment | -52,000 | -52,000 | ||||||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements | 5,403,000 | 1,000 | 5,402,000 | |||||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements (in shares) | 476,853 | 476,853 | ||||||||
Balance at Dec. 31, 2014 | $23,380,000 | $14,000 | $129,130,000 | ($10,039,000) | ($66,000) | ($95,659,000) | ||||
Balance (in shares) at Dec. 31, 2014 | 13,120,386 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Cash flows from operating activities | |||
Net loss | ($13,832) | ($17,718) | ($18,953) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation of property and equipment | 1,285 | 709 | 475 |
Amortization of intangible assets | 698 | 0 | 0 |
Provision for doubtful accounts | 201 | 242 | 10 |
Amortization of prepaid stock compensation | 3,716 | 6,562 | 716 |
Amortization of prepaid sponsorship and endorsement fees | 5,802 | 4,011 | |
Accretion of discount on marketable securities | -15 | -1,409 | |
Amortization of debt discount | 6,122 | ||
Loss on repayment of debt | 1,196 | ||
Amortization of debt issuance costs | 8 | 335 | 395 |
Stock-based compensation | 10,931 | 3,075 | 382 |
Insurance of common stock warrants to third parties for services | 130 | ||
Accretion of conversion option on debt security | 2 | ||
Bargain purchase gain and contingent asset gain on BioZone acquisition | -5,265 | ||
Gain on settlement of accounts payable | -31 | -574 | 4,448 |
Additional consideration given for early debt retirement | 780 | ||
Loss on disposal of property and equipment | 11 | ||
Loss on conversion of debt | 351 | ||
Loss on conversion of preferred stock | 615 | ||
Loss on conversion of warrants | 315 | ||
Derivative expense | 97 | 4,409 | |
Change in fair value of derivative liabilities | -374 | 4,854 | -5,900 |
Unrealized loss on derivative assets | 56 | ||
Realized gain on marketable securities | -96 | -2 | |
Changes in operating assets and liabilities: | |||
Accounts receivable | -2,609 | -10,681 | -743 |
Inventory | -4,466 | -15,514 | -258 |
Prepaid giveaways | -50 | -819 | -359 |
Prepaid sponsorship and endorsement fees | -4,895 | -5,150 | 206 |
Prepaid expenses and other current assets | 2 | -405 | -222 |
Other assets | 36 | -19 | |
Accounts payable and accrued liabilities | 4,957 | 22,380 | 10,145 |
Customer deposits | -266 | -70 | 328 |
Other long-term liabilities | 54 | ||
Net cash provided by (used in) operating activities | -4,133 | -9,973 | 10 |
Cash flows from investing activities | |||
Purchase of marketable securities | -2,274 | ||
Sale proceeds from settlement of marketable securities | 490 | 2,250 | |
Purchase of property and equipment | -4,108 | -1,911 | -924 |
Change in restricted cash balance | 2,500 | -2,491 | -9 |
Repayments of notes receivable | 1,000 | ||
Proceeds from disposal of property and equipment | 2 | 18 | |
Purchase of trademark | -484 | -114 | -41 |
Net cash used in investing activities | -1,600 | -3,522 | -974 |
Cash flows from financing activities | |||
Payments on line of credit, net | -2,500 | ||
Proceeds from line of credit, net | 7,918 | 2,492 | |
Proceeds from issuance of debt, net of issuance cost | 5,590 | ||
Repayments of debt | -17 | -4,405 | -5,848 |
Repurchase of common stock (treasury stock) | -3,921 | -1,037 | -461 |
Repayment of capital lease obligations | -87 | ||
Proceeds from issuance of preferred stock, net of issuance cost | 11,304 | ||
Proceeds from issuance of common stock and warrants, net of issuance cost | 10,559 | 1,661 | |
Deferred equity costs | -699 | ||
Cash overdraft | 69 | ||
Net cash provided by financing activities | 1,393 | 18,913 | 312 |
Effect of exchange rate changes on cash | -52 | -6 | -8 |
Net (decrease) increase in cash | -4,392 | 5,412 | -660 |
Cash at beginning of year | 5,412 | 660 | |
Cash at end of year | 1,020 | 5,412 | |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 158 | 411 | 501 |
Cash paid for taxes | 301 | 87 | |
Supplemental disclosure of non-cash investing and financing activities | |||
Stock issued for future services - third parties | 5,403 | 14,514 | 1,108 |
Stock issued for asset purchase | 8,833 | ||
Warrants issued in conjunction with equity issuances | 428 | ||
Derivative liability on Series D offering | 8,175 | ||
Debt discount recorded on convertible and unsecured debt accounted for as a derivative liability | 3,555 | ||
Stock issued to settle accounts payable, accrued liabilities and contracts | 5,544 | 1,781 | |
Conversation of convertible debt and accrued interest for common stock | 1,000 | 1,069 | |
Common stock issued for interest | 334 | ||
Conversation of marketable securities | 1,000 | ||
Common stock issued to settle accrued executive compensation | 4,668 | ||
Common stock issued for board member compensation | 115 | 152 | 19 |
Reclassification of derivative liability to additional paid-in capital and warrant settlements | 773 | 11,979 | 9,785 |
Capital leases | 148 | 84 | |
Purchase of property and equipment included in accounts payable and accrued liabilities | $375 |
Description_of_Business_and_Ba
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | Note 1: Description of Business and Basis of Presentation |
Description of Business | |
MusclePharm Corporation, or the Company, was incorporated in Nevada in 2006. The Company is a scientifically driven, performance lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. The Company is headquartered in Denver, Colorado and has three wholly-owned subsidiaries: MusclePharm Canada Enterprises Corp (“MusclePharm Canada”), BioZone Laboratories, Inc. (“BioZone Labs”) and MusclePharm Ireland (“MusclePharm Ireland”). | |
Basis of Presentation | |
The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). | |
Reclassifications | |
Certain prior period amounts have been reclassified to conform to the current period presentation. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Summary of Significant Accounting Policies | Note 2: Summary of Significant Accounting Policies | |||||||||||||
Principles of Consolidation | ||||||||||||||
The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. Acquisitions are included in the consolidated financial statements from the date of the acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||
Use of Estimates | ||||||||||||||
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and sales reserves, inventory write-downs, valuations of intangible assets, fair value of derivatives and fair values of warrants and options, among others. Actual results could differ from those estimates. | ||||||||||||||
Concentrations | ||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. | ||||||||||||||
Significant customers are those which represent more than 10% of the Company’s net revenue for each period presented, or the Company’s net accounts receivable balance as of each respective balance sheet date. | ||||||||||||||
During the year ended December 31, 2014, our two largest customers, Costco and Bodybuilding.com, accounted for 29% of our net revenue. During the year ended December 31, 2013, our two largest customers, Bodybuilding.com and Europa, accounted for 35% of our net revenue. During the year ended December 31, 2012, our two largest customers Bodybuilding.com and General Nutrition Corp. (GNC), accounted for 45% of our net revenue. | ||||||||||||||
At December 31, 2014, our two largest customers, Costco and Bodybuilding.com, accounted for 33% of our net accounts receivable balance. | ||||||||||||||
At December 31, 2013 our three largest customers, Costco, Bodybuilding.com and Europa accounted for 54% of our net accounts receivable balance. | ||||||||||||||
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 support its growth and 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 any recalled product due to defective manufacturing. | ||||||||||||||
The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2014, 2013 and 2012: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
Vendor | 2014 | 2013 | 2012 | |||||||||||
Capstone Nutrition | 44% | 67 | % | 100 | % | |||||||||
Nutra Blend | 50% | 32 | % | * | ||||||||||
* Represents less than 10% of total purchases | ||||||||||||||
Risk and Uncertainties | ||||||||||||||
The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. | ||||||||||||||
Management’s Plans with Respect to Liquidity and Capital Resources | ||||||||||||||
The Company’s management believes that with increased sales expansion and the opening of the Pittsburg, California distribution center and international sales expansion, there will be opportunities to increase revenue; however, the Company may need to continue to raise capital in order to execute the business plan, which includes more inventory and new product releases. There can be no assurance that such capital will be available on acceptable terms or at all. | ||||||||||||||
Cash | ||||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2014 and 2013, the Company had no cash equivalents and all cash amounts consisted of cash on deposit. | ||||||||||||||
Restricted Cash | ||||||||||||||
The Company segregates cash that is restricted in its use based on contractual provisions from unrestricted cash balances. See Note 8 for further discussion on the Company’s restricted cash balance as of December 31, 2013. There were no restricted cash balances as of December 31, 2014. | ||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | ||||||||||||||
Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not bear interest. The Company assesses the collectability of the accounts by taking into consideration of the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of selling, general and administrative expenses in the consolidated statements of operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts and an accrual is made for discounts earned but not yet utilized at each period end. | ||||||||||||||
The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. | ||||||||||||||
Accounts receivable consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||
As of December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Accounts receivable | $ | 18,665 | $ | 14,830 | ||||||||||
Less: allowance for discounts | (1,862 | ) | (1,060 | ) | ||||||||||
Less: allowance for doubtful accounts | (159 | ) | (29 | ) | ||||||||||
Accounts receivable, net | $ | 16,644 | $ | 13,741 | ||||||||||
The allowance for discount for the years ended December 31, 2014, 2013 and 2012 consisted of the following activity (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Allowance for discount, beginning balance | $ | 1,060 | $ | 1,089 | $ | — | ||||||||
Charges against revenues | 28,200 | 17,441 | 10,713 | |||||||||||
Utilization of sales return reserve | (27,398 | ) | (17,470 | ) | (9,624 | ) | ||||||||
Allowance for discount, ending balance | $ | 1,862 | $ | 1,060 | $ | 1,089 | ||||||||
The allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012 consisted of the following activity (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Allowance for doubtful accounts, beginning balance | $ | 29 | $ | 25 | $ | 197 | ||||||||
Charges to costs and expenses | 201 | 242 | 10 | |||||||||||
Recoveries | — | 1 | — | |||||||||||
Deductions (write‑offs) | (70 | ) | (239 | ) | (182 | ) | ||||||||
Foreign currency translation adjustment | (1 | ) | — | — | ||||||||||
Allowance for doubtful accounts, ending balance | $ | 159 | $ | 29 | $ | 25 | ||||||||
Marketable Securities | ||||||||||||||
The Company purchased convertible notes from unrelated public companies that it classified as trading securities which were carried at fair value with changes recognized through net loss. The marketable securities purchased included warrants to purchase shares of the issuer’s common stock which were recorded as discounts against the carrying value of the related marketable securities based on their fair values upon issuance. See Notes 3 and 5 for further discussion of the Company’s marketable securities. | ||||||||||||||
Inventory | ||||||||||||||
MusclePharm products have historically been produced through third party manufacturers (see Note 20 for subsequent events), and the cost of product inventory is recorded using actual cost on a first-in, first-out basis. BioZone products are manufactured in the Company’s production facilities in Pittsburg, CA, and the cost of inventory is recorded using an average cost basis. Inventory is valued at the lower of cost or market value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, and estimates are made for obsolescence, excess or slow-moving inventories, non-conforming inventories and expired inventory. These estimates are based on management’s assessment of current future product demand, production plan, and market conditions. | ||||||||||||||
Prepaid Giveaways | ||||||||||||||
Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. Costs related to promotional giveaways are expensed as a component of advertising and promotion expenses in the consolidated statements of operations when the product is either given away at a promotional event or shipped to the customer. | ||||||||||||||
Prepaid Stock Compensation | ||||||||||||||
Prepaid stock compensation represents amounts paid with restricted stock awards for future contractual benefits to be received. We record the fair value of these awards upon issuance to additional paid-in capital and then amortize these contractual benefits to the consolidated statements of operations over the life of the contracts using the straight-line method. | ||||||||||||||
Prepaid Sponsorship and Endorsement Fees | ||||||||||||||
Prepaid sponsorship and endorsement fees represent fees paid in connection with Company sponsorships of certain events and trade shows as well as prepaid athlete endorsement fees, which are expensed over the period the fees are earned. A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts. Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions. Generally, endorsement payments are expensed straight-line over the performance period(s) of the contract after giving recognition to periodic performance compliance provisions of the contract. Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period for which the prepayment applies. | ||||||||||||||
Prepaid Expenses and Other Current Assets | ||||||||||||||
Prepaid expenses and other current assets consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, print advertising, insurance and service contracts requiring up-front payments. | ||||||||||||||
Property and Equipment | ||||||||||||||
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed and the resulting gains or losses are recorded as part of other income or expense in the statements of operations. Repairs and maintenance costs are expensed as incurred. | ||||||||||||||
The estimated useful lives of the property and equipment are as follows: | ||||||||||||||
Property and Equipment | Estimated Useful Life | |||||||||||||
Furniture, fixtures and equipment | 3 - 7 years | |||||||||||||
Leasehold improvements | Lesser of estimated useful life or remaining lease term | |||||||||||||
Manufacturing and lab equipment | 3 - 5 years | |||||||||||||
Vehicles | 3 - 5 years | |||||||||||||
Displays | 5 years | |||||||||||||
Website | 3 years | |||||||||||||
Intangible Assets | ||||||||||||||
The Company capitalizes the costs incurred in obtaining certain trademarks. Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and are amortized over their related useful lives, using a straight-line basis consistent estimated with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of selling, general and administrative expenses in the consolidated statements of operations. | ||||||||||||||
Impairment of Long-Lived Assets | ||||||||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset's carrying value and estimated fair value. The Company did not recognize any impairment charges on its long-lived assets during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||
Issuance Costs and Debt Discount | ||||||||||||||
The Company recognizes issuance costs related to the issuance of certain debt and equity instruments. Depending on the nature of the instrument, these costs are either carried as an asset on the balance sheet or recorded as a discount to the related debt or equity issuance. These costs are amortized using the effective interest method over the life of the debt to interest expense, or not amortized if related to an equity issuance. If a conversion of the underlying debt occurs, a proportionate share of the unamortized cost or discount is immediately expensed. | ||||||||||||||
Derivative Liabilities | ||||||||||||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in equity instruments and warrants granted, and measurement of their fair value. In determining the appropriate fair value, the Company uses Black-Scholes or lattice option-valuation models. Derivatives are adjusted to reflect fair value at the end of each reporting period with any increase or decrease in the fair value being recorded in other income (expense), on the consolidated statements of operations. Once a derivative liability ceases to exist, any remaining fair value is reclassified to additional paid-in capital if redeemed or through earnings if forfeited or expired. | ||||||||||||||
Revenue Recognition | ||||||||||||||
Revenue is recognized when all of the following criteria are met: | ||||||||||||||
· | Persuasive evidence of an arrangement exists. Evidence of an arrangement consists of an order from the Company’s distributors, resellers or customers. | |||||||||||||
· | Delivery has occurred. Delivery is deemed to have occurred when title and risk of loss has transferred, either upon shipment of products to customers or upon delivery. | |||||||||||||
· | The fee is fixed or determinable. The Company assesses whether the fee is fixed or determinable based on the terms associated with the transaction. | |||||||||||||
· | Collection is reasonably assured. The Company assesses collectability based on credit analysis and payment history. | |||||||||||||
The Company’s standard terms and conditions of sale do not allow for product returns. However, the Company grants an informal seven day right of return to its customers. Estimates of expected future product returns are recognized at the time of sale based on analyses of historical return trends by customer class. Upon recognition, the Company reduces revenue and cost of revenue for the estimated return. Return rates can fluctuate over time, but are sufficiently predictable with established customers to allow the Company to estimate expected future product returns, and an accrual is recorded for future expected returns when the related revenue is recognized. Product returns incurred from established customers during the years ended December 31, 2014, 2013 and 2012 are insignificant. | ||||||||||||||
The Company offers sales incentives through various programs, consisting primarily of advertising related credits and volume incentive rebates. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. Volume incentive rebates are provided to certain customers based on contractually agreed upon percentages once certain thresholds have been met. The Company records sales incentive reserves, and volume rebate reserves as a reduction to revenue. | ||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company recorded discounts, and to a lesser degree, sales returns, totaling $28.2 million, $17.4 million and $10.7 million, which accounted for 14% of gross revenue in each period. | ||||||||||||||
Cost of Revenue | ||||||||||||||
Cost of revenue for MusclePharm, MusclePharm Canada and MusclePharm Ireland represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from third party manufacturers. The Company ships customer orders from multiple locations. The facilities are operated with the Company’s equipment and employees, and inventory is owned by the Company. The Company also utilizes contract manufacturers to drop ship product directly to customers. | ||||||||||||||
Cost of revenue for products produced by Biozone Labs consist of raw material, direct labor, freight-in, and other supply and equipment rental expenses. The Company mainly ships customer orders from its distribution center in Pittsburg, California. | ||||||||||||||
Advertising and Promotion | ||||||||||||||
Advertising and promotion expenses include digital and print advertising, trade show events, athletic endorsements and sponsorships, and promotional giveaways. Advertising costs are expensed as incurred. For major trade shows, the expenses are recognized within a calendar year over the period in which the Company recognizes revenue associated with sales generated at the trade show. Some of the contracts within a calendar year provide for contingent payments to endorsers or athletes based upon specific achievement in their sports (e.g. winning a championship). The Company records expense for these payments if and when the endorser achieves the specific achievement. | ||||||||||||||
Share-Based Payments | ||||||||||||||
Share-based compensation awards, including stock options and restricted stock, are recorded at estimated fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. The grant date fair value is then amortized on straight line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payments whichever is more readily determined. The fair value of restricted stock are based on the fair value of the stock underlying the awards on the grant date as they do not have an exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model but these amounts have been insignificant during the periods included herein. | ||||||||||||||
Foreign Currency | ||||||||||||||
The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada and MusclePharm Ireland, is its local currency. The assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded to a separate component of accumulated other comprehensive income (loss) within stockholders’ equity. | ||||||||||||||
Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in other income (expense), net in the accompanying consolidated statements of operations. | ||||||||||||||
Comprehensive Income (Loss) | ||||||||||||||
Comprehensive income (loss) is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ equity, but are excluded from the Company’s net income (loss). The Company’s other comprehensive income (loss) is made up of foreign currency translation adjustments for all periods presented. | ||||||||||||||
Segments | ||||||||||||||
Management has determined that it currently operates in one segment. The Company’s chief operating decision maker reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. | ||||||||||||||
Income Taxes | ||||||||||||||
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | ||||||||||||||
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||
Recent Accounting Pronouncements | ||||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic No. 718, “Compensation – Stock Compensation”, as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material effect on the Company’s consolidated financial statements or disclosures. | ||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition- Construction-Type and Production-Type Contracts.” ASU 2014-09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning January 1, 2017 and, at that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. The Company has not yet selected a transition method nor has determined the effect of ASU 2014-09 on its ongoing financial reporting. | ||||||||||||||
In April 2014, the FASB issued ASU 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 changes the criteria for reporting a discontinued operation. Under the new pronouncement, a disposal of a part of an organization that has a major effect on its operations and financial results is a discontinued operation. The Company is required to adopt ASU 2014-08 prospectively for all disposals or components of its business classified as held for sale during fiscal periods beginning after December 15, 2014. The adoption of ASU 2014-08 is not expected to have a material effect on the Company’s consolidated financial statements or disclosures. | ||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15. | ||||||||||||||
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||
Fair Value of Financial Instruments | Note 3: Fair Value of Financial Instruments | ||||||||||||||||||||
The Company defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using a fair value hierarchy which requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: | |||||||||||||||||||||
· | Level 1 — Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities. | ||||||||||||||||||||
· | Level 2 — Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments. | ||||||||||||||||||||
· | Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation. | ||||||||||||||||||||
The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. | |||||||||||||||||||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2014, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3) (in thousands): | |||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||
Financial assets | |||||||||||||||||||||
Marketable securities | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Financial liabilities | |||||||||||||||||||||
Derivative liabilities | $ | — | $ | — | $ | — | $ | — | |||||||||||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3) (in thousands): | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||
Financial assets | |||||||||||||||||||||
Marketable securities - FUSE convertible notes | $ | — | $ | 260 | $ | — | $ | 260 | |||||||||||||
Marketable securities - FUSE warrants | — | 119 | — | 119 | |||||||||||||||||
Total financial assets | $ | — | $ | 379 | $ | — | $ | 379 | |||||||||||||
Financial liabilities | |||||||||||||||||||||
Derivative liabilities - Series D convertible preferred stock | $ | — | $ | 1,147 | $ | — | $ | 1,147 | |||||||||||||
The Company’s remaining financial instruments consisted primarily of accounts receivable, accounts payable, accrued liabilities and debt. The Company’s debt approximates fair value based upon current borrowing rates available to the Company for debt with similar maturities and the carrying amounts of the Company’s other financial instruments generally approximated their fair values as of December 31, 2014 and 2013 due to the short-term nature of these instruments. | |||||||||||||||||||||
As of December 31, 2014 and 2012, the year ended December 31, 2012 the Company did not have any outstanding marketable securities or the related warrants. The following table summarizes the activity of the Company’s marketable securities and related warrants during the years ended December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||
BioZone | Fuse | ||||||||||||||||||||
Convertible | BioZone | Convertible | Fuse | ||||||||||||||||||
Note | Warrants | Note | Warrants | Total | |||||||||||||||||
Balance – December 31, 2012 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Fair value of marketable securities on purchase date | 1,955 | 1,248 | 275 | 175 | 3,653 | ||||||||||||||||
Premium on purchase date | 45 | — | — | — | 45 | ||||||||||||||||
Discount for value of issuer warrants and conversion option | (1,248 | ) | — | (176 | ) | — | (1,424 | ) | |||||||||||||
Accretion of discount | 1,248 | — | 161 | — | 1,409 | ||||||||||||||||
Conversion of principal | (1,000 | ) | — | — | — | (1,000 | ) | ||||||||||||||
Repayments received | (1,000 | ) | — | — | — | (1,000 | ) | ||||||||||||||
Sale of instruments | — | (1,250 | ) | — | — | (1,250 | ) | ||||||||||||||
Realized gain on sale | — | 2 | — | — | 2 | ||||||||||||||||
Unrealized loss | — | — | — | (56 | ) | (56 | ) | ||||||||||||||
Balance – December 31, 2013 | $ | — | $ | — | $ | 260 | $ | 119 | $ | 379 | |||||||||||
Accretion of discount | — | — | 15 | — | 15 | ||||||||||||||||
Repayments received | — | — | (275 | ) | — | (275 | ) | ||||||||||||||
Sale of instruments | — | — | — | (215 | ) | (215 | ) | ||||||||||||||
Realized gain on sale | — | — | — | 96 | 96 | ||||||||||||||||
Balance – December 31, 2014 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
During the year ended December 31, 2012 there was no such activity. | |||||||||||||||||||||
As of December 31 2014, and 2012, the Company did not have any outstanding derivative liabilities. The following table summarizes the activity of the Company’s financial liabilities marked to market during the years ended December 31, 2014 and 2013 (in thousands): | |||||||||||||||||||||
Balance – December 31, 2012 | $ | — | |||||||||||||||||||
Fair value at the commitment date for equity instruments | 8,175 | ||||||||||||||||||||
Fair value at the commitment date for warrants issued | 97 | ||||||||||||||||||||
Fair value mark to market adjustment for equity instruments | 4,796 | ||||||||||||||||||||
Fair value mark to market adjustment for warrants | 58 | ||||||||||||||||||||
Conversion instruments exercised or settled | (11,979 | ) | |||||||||||||||||||
Balance – December 31, 2013 | 1,147 | ||||||||||||||||||||
Fair value mark to market adjustment for equity instruments and warrants | (374 | ) | |||||||||||||||||||
Conversion instruments exercised | (773 | ) | |||||||||||||||||||
Balance – December 31, 2014 | $ | — | |||||||||||||||||||
During the year ended December 31, 2012 there was no such activity. | |||||||||||||||||||||
Acquisition
Acquisition | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Acquisition | Note 4: Acquisition | ||||
On January 2, 2014, the Company closed the transactions contemplated in the asset purchase agreement dated November 12, 2013 with BioZone Pharmaceuticals, Inc. (“BioZone”) (OTC: BZNE) and its subsidiaries, BioZone Laboratories, Inc., and Bakers Cummins Corporation (collectively, the “Seller”). At closing, the Company acquired substantially all of the operating assets of BioZone, including all assets associated with QuSomes, HyperSorb and EquaSomes drug delivery technologies and the name “Biozone”, “Biozone Laboratories” and similar names and domain names (and excluding certain assets including cash on hand), for $7.1 million in MusclePharm common stock, net of an embedded derivative to repurchase common stock of $444,000 and a net contingent asset of $1.5 million. | |||||
The purchase price under the asset purchase agreement was 1,200,000 shares of the Company’s common stock of which 600,000 shares were issued to the seller and 600,000 shares were placed in escrow for a period of nine months to cover indemnification obligations. These 600,000 escrowed shares were also subject to repurchase from the escrow for $10.00 per share in cash which was accounted for as an embedded derivative. The initial 600,000 were issued to the seller upon closing and are subject to a lockup agreement which permits private sales (subject to the lockup and certain leak out provisions). | |||||
As of December 31, 2014, the Company completed the final fair value analysis of all assets and liabilities acquired.In October 2014, the Company sent a notice of claim to the seller and escrow agent for the shares being held in escrow. In October 2014, the Company received 350,000 shares from the escrow agent to settle the claim. Additionally, in October 2014, the Company exercised the repurchase option and acquired 250,000 shares of its common stock for $2.5 million. The total of these 600,000 shares are held in treasury stock as of December 31, 2014. In conjunction with the fair value analysis, the Company recognized a bargain purchase gain of $3.7 million, as the fair value of assets and liabilities acquired exceeded the total amount of consideration as BioZone was experiencing a distressed financial situation. After the return of shares held in escrow, the Company also recognized a $1.6 million gain as reimbursement of expenses and settlement of a contingent asset and liability related to one of the leased buildings that BioZone operates. | |||||
The bargain purchase gain and contingent asset gain are included as a component of other income (expense), net in the consolidated statements of operations. | |||||
The BioZone asset purchase is considered an acquisition of a business and was accounted for in accordance with accounting guidance for business combinations. The fair value of all identifiable tangible and intangible assets purchased in the acquisition was determined by a third party valuation firm. The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): | |||||
Net Tangible Assets | |||||
Current assets | $ | 3,183 | |||
Property and equipment | 1,859 | ||||
Liabilities assumed | (1,379 | ) | |||
Total net tangible assets acquired | 3,663 | ||||
Identified Intangible Assets | |||||
Customer relationships | 3,130 | ||||
Technology | 2,158 | ||||
Brand | 1,776 | ||||
Non-compete agreements | 69 | ||||
Total identified intangible assets acquired | 7,133 | ||||
Bargain purchase gain | (3,686 | ) | |||
Total purchase price allocation | $ | 7,110 | |||
Supplemental Pro Forma Information for BioZone Acquisition | |||||
The consolidated statements of operations include the results of operations from BioZone since the acquisition date of January 2, 2014. The Company has determined that there were no significant transactions on January 1, 2014 and has therefore not presented the pro forma effects of the acquisition for the year ended December 31, 2014. Supplemental information on a pro forma basis is presented below for the BioZone acquisition as if the acquisition had occurred on January 1, 2013 (in thousands): | |||||
Year Ended December 31, | |||||
2013 | |||||
(Unaudited) | |||||
Pro forma revenue, net | $ | 119,120 | |||
Pro forma loss from operations | (19,031 | ) | |||
Pro forma net loss | $ | (22,576 | ) | ||
The unaudited pro forma financial information combines the results of operations as if the BioZone acquisition had occurred as of January 1, 2013. The pro forma results include the acquisition accounting effects resulting from the acquisition such as the amortization charges from acquired intangible assets and acquisition-related transaction costs. The pro forma information presented does not purport to present what the actual results would have been had the acquisitions actually occurred on January 1, 2013, nor is the information intended to project results for any future period. | |||||
Marketable_Securities_and_Issu
Marketable Securities and Issuer Warrants | 12 Months Ended |
Dec. 31, 2014 | |
Marketable Securities [Abstract] | |
Marketable Securities and Issuer Warrants | Note 5: Marketable Securities and Issuer Warrants |
BioZone Convertible Note | |
In August 2013, the Company purchased, for an aggregate purchase price of $2.0 million, a secured convertible promissory note from BioZone Pharmaceuticals, Inc. (“BioZone”) (OTC: BZNE) that matures one year from the date of issuance. The BioZone note bore interest at a rate of 10% per annum, was convertible at any time prior to the maturity date into 10,000,000 shares of BioZone common stock at the conversion rate of $0.20 per share, and contained warrants and certain put and call features discussed further below. The Company’s ability to convert the note into BioZone common stock was only restricted by a beneficial ownership limitation of 4.99% of the number of the common stock outstanding after giving effect to common stock issuable upon conversion. | |
In conjunction with the issuance of the BioZone convertible note, the Company received warrants to purchase up to 10,000,000 shares of BioZone common stock with an exercise price of $0.40 per share and an expiration date 10 years from issuance. The Company’s ability to exercise the warrant is limited by a beneficial ownership limitation of 4.99% of the number of the common shares outstanding in BioZone after giving effect to the exercise of the warrant. The fair value of the warrants was determined to be $1.2 million upon issuance which was recorded as a discount to the carrying value of the BioZone convertible note. In addition, a change of control put option was identified but not recorded as a derivative because the value was determined to be de minimis. The BioZone notes were also purchased at a premium of $45,000. | |
The Company classified the BioZone note as a Level 2 available-for-sale security, however it was only outstanding for two months during the year ended December 31, 2013. In addition, the Company engaged an independent third party firm to determine the fair value the note, warrants and embedded conversion features upon issuance and changes in fair value of the note were included as a component of other comprehensive income (loss) until the note was settled in October 2013 because the notes were considered to be available-for-sale. The $45,000 premium was netted against a discount of $1.2 million attributable to the BioZone warrants and was accreted to interest income over the stated maturity of the note. | |
In addition, the Company classified the BioZone warrant as a Level 2 fair value measurement and the fair value of the warrant was determined using a binomial lattice pricing model assuming an exercise price of $0.40 per share, contractual term of 10 years and a volatility of 70% upon issuance. | |
In October 2013, the Company converted the BioZone note as follows: principal in the amount of $1.0 million converted into 5,000,000 shares of BioZone’s common stock and principal of $1.0 million and accrued interest of $33,000 was repaid in cash to satisfy the remaining debt. All remaining amounts related to the note discount were recognized as interest income and the changes in fair value were recorded in net income (loss). All amounts carried in other comprehensive income (loss) related to this note were reclassified to net income (loss) upon its conversion and repayment. The Company recognized a total loss on the extinguishment of the BioZone note of $14,000. In November 2013, the Company entered into a sale agreement with several accredited investors to sell the BioZone warrants for an aggregate purchase price of $1.3 million. Accordingly as of December 31, 2013, the BioZone notes and warrants were no longer owned. | |
Fuse Convertible Note | |
In November 2013, the Company purchased, for an aggregate purchase price of $200,000, a senior secured convertible promissory note from Fuse Science Inc. (“Fuse”) (OTC: DROP) that matures 90 days from the date of issuance. The Fuse note bore interest at a rate of 10% per annum, was convertible at any time prior to the maturity date into 3,076,923 shares of Fuse common stock at the conversion rate of $0.065 per share, and contained warrants and certain conversion features discussed further below. The Company’s ability to convert the note into Fuse common stock was only restricted by a beneficial ownership limitation of 9.99% of the number of the common stock outstanding after giving effect to common stock issuable upon conversion. In December 2013, the Company amended the Fuse note in order to purchase an additional $75,000 under the original terms of the note. | |
In conjunction with the issuance of the Fuse note, the Company received warrants to purchase up to 9,165,750 shares of Fuse common stock with an exercise price of $0.065 per share and an expiration dates of five years from the date of issuance. The fair value of the warrants was determined to be $175,000 upon issuance which was recorded as a discount to the carrying value of the Fuse convertible note. The conversion feature was determined to have a fair value of $2,000 upon issuance of the Fuse note. | |
The Company classified the Fuse note as a Level 2 trading security and used a Black-Scholes model to determine the fair value of the conversion option and warrants. Changes in the fair value of the Fuse note were included within other income (expense), net on the consolidated statements of operations. As of December 31, 2013, only discounts in the amount of $10,000 had not been fully accreted. | |
In January 2014, the Company renewed the $275,000 Fuse note providing for a new maturity date of January 3, 2019 and to update the conversion rate of the Fuse note to $0.02 per share, or convertible into 13,750,000 shares of Fuse common stock. In addition, the Company recognized the conversion option of the convertible note as a derivative instrument with a fair value of $207,000, which was recorded as a discount against the note. | |
In April 2014, the Company entered into a security purchase agreement and sold the Fuse convertible note and warrants for an aggregate purchase price of $215,000. |
Balance_Sheet_Components
Balance Sheet Components | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Balance Sheet Components [Abstract] | |||||||||||||||||
Supplemental Balance Sheet Disclosures [Text Block] | Note 6: Balance Sheet Components | ||||||||||||||||
Inventory | |||||||||||||||||
On July 1, 2013, the Company terminated a Distribution Agreement dated November 17, 2010 with one of its key product manufacturers in which the manufacturer received and fulfilled customer sales orders for a majority of the Company’s products. In connection with the termination of the agreement, the Company purchased an aggregate $4.7 million of product inventory, and took over control of customer order fulfillment through the warehouse located at Franklin, Tennessee. In August 2014, the Company opened a second distribution center in Pittsburg, California. | |||||||||||||||||
Inventory consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw materials | $ | 1,169 | $ | — | |||||||||||||
Work-in-process | 101 | — | |||||||||||||||
Finished goods | 19,799 | 15,772 | |||||||||||||||
Inventory | $ | 21,069 | $ | 15,772 | |||||||||||||
The Company writes down inventory for obsolete and slow moving inventory based on the age of the product as determined by the expiration date. Products within one year of their expiration dates are considered for write-off purposes. Historically, we have had minimal returns with established customers, and any damaged packaging is sent back to the manufacturer for replacement. | |||||||||||||||||
Property and Equipment | |||||||||||||||||
Property and equipment consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Furniture, fixtures and equipment | $ | 4,041 | $ | 1,850 | |||||||||||||
Leasehold improvements | 2,298 | 619 | |||||||||||||||
Manufacturing and lab equipment | 1,388 | — | |||||||||||||||
Vehicles | 470 | 442 | |||||||||||||||
Displays | 488 | 34 | |||||||||||||||
Website | 241 | 11 | |||||||||||||||
Construction in process | 1,511 | 1,019 | |||||||||||||||
Property and equipment, gross | 10,437 | 3,975 | |||||||||||||||
Less: Accumulated depreciation and amortization | (2,632 | ) | (1,361 | ) | |||||||||||||
Property and equipment, net | $ | 7,805 | $ | 2,614 | |||||||||||||
Depreciation and amortization expense related to property and equipment was $1.3 million, $709,000 and $475,000 for the years ended December 31, 2014, 2013 and 2012, which is included in the selling, general, and administrative in the consolidated statements of operations. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets consist of the following (in thousands): | |||||||||||||||||
As of December 31, 2014 | |||||||||||||||||
Gross Value | Accumulated | Net Carrying Value | Weighted | ||||||||||||||
Amortization | Average | ||||||||||||||||
Useful Lives | |||||||||||||||||
(years) | |||||||||||||||||
Amortized intangible assets | |||||||||||||||||
Customer relationships | $ | 3,130 | $ | (209 | ) | $ | 2,921 | 15 | |||||||||
Technology | 2,158 | (270 | ) | 1,888 | 8 | ||||||||||||
Non-compete agreements | 69 | (35 | ) | 34 | 2 | ||||||||||||
Patents | 53 | (23 | ) | 30 | 3.8 | ||||||||||||
Trademarks | 518 | (20 | ) | 498 | 4.5 | ||||||||||||
Brand | 1,776 | (118 | ) | 1,658 | 15 | ||||||||||||
Domain name | 68 | (23 | ) | 45 | 5 | ||||||||||||
Total intangible assets | 7,772 | (698 | ) | $ | 7,074 | ||||||||||||
As of December 31, 2013 | |||||||||||||||||
Gross Value | Accumulated | Net Carrying Value | Weighted | ||||||||||||||
Amortization | Average | ||||||||||||||||
Useful Lives | |||||||||||||||||
(years) | |||||||||||||||||
Amortized intangible assets | |||||||||||||||||
Trademarks | $ | 35 | $ | — | $ | 35 | — | ||||||||||
Domain name | 68 | — | 68 | — | |||||||||||||
Other long term assets | 52 | — | 52 | — | |||||||||||||
Total intangible assets | $ | 155 | — | $ | 155 | ||||||||||||
Intangible amortization expense for the year ended December 31, 2014 was $698,000. There was no such amortization expense for the years ended December 31, 2013 and 2012. Due to the finalization of the valuation related to the purchased assets of BioZone (see Note 4), the Company recognized a cumulative adjustment to amortization of intangible assets included in operating expenses on the consolidated statement of operations that resulted in a reduction of amortization expense of $430,000 for the year ended December 31, 2014. | |||||||||||||||||
As of December 31, 2014, the estimated future amortization expense of intangible assets is as follows (in thousands): | |||||||||||||||||
Year Ending December 31, | |||||||||||||||||
2015 | $ | 728 | |||||||||||||||
2016 | 694 | ||||||||||||||||
2017 | 675 | ||||||||||||||||
2018 | 663 | ||||||||||||||||
2019 | 659 | ||||||||||||||||
Thereafter | 3,655 | ||||||||||||||||
Total amortization expense | $ | 7,074 | |||||||||||||||
Other_Income_Expensenet
Other Income (Expense),net | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Other Income Expense Net [Abstract] | |||||||||||||||
Other Income (Expense),net | Note 7: Other Income (Expense), net | ||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, other income (expense), net consists of the following (in thousands): | |||||||||||||||
Year Ended December 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Other income (expense), net | |||||||||||||||
Interest income | $ | 223 | $ | 1,442 | $ | — | |||||||||
Interest expense | (201 | ) | (783 | ) | (7,335 | ) | |||||||||
Derivative expense | — | (97 | ) | (4,409 | ) | ||||||||||
Change in fair value of derivative liabilities | 374 | (4,854 | ) | 5,900 | |||||||||||
Gain (loss) on settlement of accounts payable and debt | 31 | 574 | (4,448 | ) | |||||||||||
Gain (loss) on marketable securities | (386 | ) | 445 | — | |||||||||||
Bargain purchase gain and contingent asset gain on BioZone acquisition | 5,265 | — | — | ||||||||||||
Foreign currency transaction gain (loss) | 19 | (31 | ) | 15 | |||||||||||
Other | 252 | (2 | ) | 60 | |||||||||||
Total other income (expense), net | $ | 5,577 | $ | (3,306 | ) | $ | (10,217 | ) | |||||||
Debt
Debt | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Debt | Note 8: Debt | ||||||||
As of December 31, 2014 and 2013, the Company’s debt consisted of the following (in thousands): | |||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Revolving line of credit | $ | 8,000 | $ | 2,500 | |||||
Other | 46 | 63 | |||||||
Total debt | 8,046 | 2,563 | |||||||
Less: current portion | (8,046 | ) | (2,563 | ) | |||||
Long term debt | $ | — | $ | — | |||||
In December 2013, the Company entered into a revolving line of credit with a banking institution in the amount of $2.5 million. The line of credit matured in September 2014 and accrued interest at prime plus 2%, which was payable monthly. The note was secured by a $2.5 million savings account held at the bank and disclosed as restricted cash in the December 31, 2013 consolidated balance sheets. In May 2014, the Company repaid the outstanding balance of the line of credit with the restricted cash balance that was securing the debt, and terminated the line of credit agreement. The line of credit is no longer available for further borrowing. | |||||||||
In September 2014, the Company entered into a line of credit facility with a banking institution for up to $8.0 million of borrowings. The line of credit matures in September 2017 and accrues interest at the prime rate plus 2%, currently 5.25%. The line of credit is secured by the Company’s inventory, accounts receivable, intangible assets and equipment. In conjunction with entering into the line of credit, the Company paid $82,000 in debt issuance costs which are being amortized to interest expense over the term of the line using an effective interest method. | |||||||||
The line of credit contains negative covenants and restrictions on actions by the Company including, restrictions on indebtedness, liens, investments, loans, consolidation, mergers, dissolution, asset dispositions outside the ordinary course of business, change in business, transactions with affiliates, bankruptcy, insolvency, change of control and changes relating to indebtedness. In addition, the facility requires compliance by the Company with the following covenants: | |||||||||
· | during each quarter the outstanding principal balance of the line of credit must be reduced and maintained below $3 million for a minimum of 14 non-consecutive days, | ||||||||
· | maintain a minimum market capitalization of $65.0 million, | ||||||||
· | maintain quarterly average cash balance in excess of $1.2 million, | ||||||||
· | maintain specific debt service and current ratios. | ||||||||
The Company was not in compliance with these covenants as of December 31, 2014, but received a written waiver from the bank for this non-compliance. | |||||||||
As of December 31, 2014, the Company had drawn down all $8.0 million under the line of credit and, therefore, no amounts were available under the line of credit at that time. (See Note 20 for subsequent events related to the Company’s indebtedness). | |||||||||
In December 2014, the Company entered into a fleet lease program providing for the Company approximately $1.8 million in credit to lease up to 50 vehicles. | |||||||||
Other | |||||||||
Other debt primarily consists of debt in default as of December 31, 2014 and 2013 and is included as a component of short-term debt. Debt in default is related to convertible debt issued during the year ended December 31, 2012 and prior where the convertible debt was never converted to common stock or principle repaid. The Company is in the process of contacting the remaining debt holders and negotiating settlement of the debt. |
Derivative_Liabilities
Derivative Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |||||||||
Derivative Liabilities | Note 9: Derivative Liabilities | ||||||||
The Company identified various derivatives in the form of freestanding warrants and conversion features embedded within convertible preferred stock issued during the years ended December 31, 2014, 2013 and 2012 as follows. | |||||||||
Embedded Conversion Feature | |||||||||
In January 2013, the Company sold 1,500,000 shares of Series D convertible preferred stock for aggregate gross proceeds of $12.0 million. The Series D convertible preferred stock contained an embedded derivative liability related to a conversion feature that was determined to be a derivative requiring bifurcation and separate accounting as a derivative liability. The related shares all converted to common stock during the years ended December 31, 2014 and 2013. Accordingly, the derivative liability was outstanding as of December 31, 2013 but was no longer outstanding as of December 31, 2014. Upon elimination of the derivative liability, $773,000 was reclassified to additional paid-in capital in the consolidated balance sheets. | |||||||||
The fair value of the Series D embedded derivative was determined during the years ended December 31, 2014 and 2013 assuming the following: | |||||||||
Commitment | Re-measurement Date | ||||||||
Date | |||||||||
Expected term (in years) | 1 year | 1 year | |||||||
Expected volatility | 120 | % | 47 | % | |||||
Risk-free interest rate | 0.14 | % | 0.13 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
Warrants | |||||||||
For the year ended December 31, 2012, the Company issued warrants to purchase 500,721 shares of common stock in conjunction with the settlement of debt. Each warrant vests six months after issuance and expire during the year ended December 31, 2014, with exercise prices ranging from $10.20 - $12.75. All warrants contain anti-dilution rights and were treated as derivative liabilities. These 2012 warrants all converted during the year ended December 31, 2012. | |||||||||
During the year ended December 31, 2013, the Company issued warrants to purchase 40,000 shares of common stock in conjunction with a consulting agreement. The Company did not issue any warrants during the year ended December 31, 2014. | |||||||||
As of December 31, 2014, the Company had no outstanding warrants related to those transactions. | |||||||||
Derivatives Expense | |||||||||
In situations where the Company recorded the debt discount and initial value of derivative contracts associated with the convertible preferred stock issuance against the gross proceeds raised, any remaining value of the derivative that exceeded the gross proceeds of the offering was expensed immediately as derivative expense in other income (expense), net on the consolidated statements of operations. | |||||||||
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||
Commitments and Contingencies | Note 10: Commitments and Contingencies | ||||||||||||||||||||||||||||
Operating Leases | |||||||||||||||||||||||||||||
The Company leases office and warehouse facilities under operating leases which expire at various dates through 2029. The amounts reflected in the table below are for the aggregate future minimum lease payments under non-cancelable facility operating leases. Under lease agreements that contain escalating rent provisions, lease expense is recorded on a straight-line basis over the lease term. Rent expense for the years ended December 31, 2014, 2013 and 2012 amounted to $1.3 million, $608,000 and $338,000. | |||||||||||||||||||||||||||||
As of December 31, 2014, future minimum lease payments are as follows (in thousands): | |||||||||||||||||||||||||||||
Year Ending December 31, | |||||||||||||||||||||||||||||
2015 | $ | 1,176 | |||||||||||||||||||||||||||
2016 | 971 | ||||||||||||||||||||||||||||
2017 | 916 | ||||||||||||||||||||||||||||
2018 | 915 | ||||||||||||||||||||||||||||
2019 | 787 | ||||||||||||||||||||||||||||
Thereafter | 2,819 | ||||||||||||||||||||||||||||
Total minimum lease payments | $ | 7,584 | |||||||||||||||||||||||||||
Capital Leases | |||||||||||||||||||||||||||||
The Company leases manufacturing and warehouse equipment under capital leases which expire at various dates through 2017. As of December 31, 2014 and 2013, the Company had $356,000 and $84,000, respectively in leased assets included in furniture, fixtures, and equipment and manufacturing and lab equipment balances of property and equipment in the consolidated balance sheets. The accumulated depreciation on leased assets as of December 31, 2014 and 2013 was $32,000 and Nil, respectively. As of December 31, 2014 and 2013, short-term capital lease liabilities of $118,000 and $27,000 respectively are included as a component of current liabilities, and the long-term capital lease liabilities of $146,000 and $59,000 respectively are included as a component of long-term liabilities in the consolidated balance sheets. | |||||||||||||||||||||||||||||
As of December 31, 2014 and 2013, the Company had an outstanding balance on capital leases of $265,000 and $81,000. The amounts reflected in the table below are for the aggregate future minimum lease payments under equipment lease agreements. | |||||||||||||||||||||||||||||
As of December 31, 2014, the Company’s future minimum lease payments are as follows (in thousands): | |||||||||||||||||||||||||||||
Year Ending December 31, | |||||||||||||||||||||||||||||
2015 | $ | 129 | |||||||||||||||||||||||||||
2016 | 117 | ||||||||||||||||||||||||||||
2017 | 34 | ||||||||||||||||||||||||||||
Total minimum lease payments | 280 | ||||||||||||||||||||||||||||
Less amounts representing interest | (15 | ) | |||||||||||||||||||||||||||
Present value of minimum lease payments | $ | 265 | |||||||||||||||||||||||||||
Contingencies | |||||||||||||||||||||||||||||
In the normal course of business, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of December 31, 2014 and 2013, the Company was not involved in any material legal proceedings, except for the SEC investigation discussed below. | |||||||||||||||||||||||||||||
SEC Investigation | |||||||||||||||||||||||||||||
In July 2013, the Company received a formal order of investigation (the “Investigation”) from the Denver Regional Office of the SEC which is actively investigating various areas of potential violation of the federal securities laws involving the Company and its management. The SEC has issued subpoenas for documents and testimony and has deposed numerous witnesses in connection with the Investigation. As a result of a review undertaken by the Company’s personnel in conjunction with the Audit Committee of the Board of Directors, during 2014 we amended certain prior reports to revise various disclosures concerning executive compensation and disclosure of perquisites, among other things, and filed amendments to our annual reports on Form 10-K for the fiscal years ended December 31, 2013, 2012 and 2011. The Investigation remains ongoing. The Investigation could lead to the SEC seeking fines, penalties, injunctive relief and the adoption of corrective plans to establish reporting and other practices affecting the Company. Neither the nature of the relief, the amount of any monetary relief, nor the nature of the corrective actions, whether voluntary or imposed as a result of court proceedings that could be sought by the SEC, can be predicted. The result of any of the foregoing could have a material adverse effect on the Company or its management. | |||||||||||||||||||||||||||||
Additionally, as a manufacturer of nutritional supplements and other consumer products that are ingested by consumers, the Company may be subject to various product liability claims. The Company currently maintains product liability insurance with a deductible/retention of $10,000 per claim with an aggregate cap on retained loss of $20.0 million. As of December 31, 2014 and 2013, the Company had not recorded an accrual for product liability claims. | |||||||||||||||||||||||||||||
Sponsorship and Endorsement Contract Liabilities | |||||||||||||||||||||||||||||
The Company has various non-cancelable endorsement and sponsorship agreements with terms expiring through 2018. The total value of future contractual payments as of December 31, 2014 was $52.8 million. The total future contractual payments are as follows (in thousands): | |||||||||||||||||||||||||||||
Year Ending December 31, | |||||||||||||||||||||||||||||
Outstanding Payments | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Endorsement | $ | 7,090 | $ | 8,194 | $ | 9,100 | $ | 6,000 | $ | 4,167 | $ | 11,667 | $ | 46,218 | |||||||||||||||
Sponsorship | 5,055 | 1,287 | 100 | $ | 100 | — | — | 6,542 | |||||||||||||||||||||
Total | $ | 12,145 | $ | 9,481 | $ | 9,200 | $ | 6,100 | $ | 4,167 | $ | 11,667 | $ | 52,760 | |||||||||||||||
Common_Stock_and_Stockholders_
Common Stock and Stockholders' Equity | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders Equity Note [Abstract] | |||||||||||||||||||||||||
Common Stock and Stockholders’ Equity | Note 11: Common Stock and Stockholders’ Equity | ||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||
In November 2012, the Company (i) effected a 1-for-850 reverse stock split of the common stock, including a proportionate reduction in the number of authorized shares of the common stock, and (ii) amended the articles of incorporation to increase the number of authorized shares of common stock (post reverse stock split) to 100,000,000. All share and per share amounts in this document have been changed to give effect to the reverse stock split. Common stock outstanding as of December 31, 2014 has been adjusted to include shares legally outstanding even if subject to future vesting. | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company issued common stock including restricted stock awards, as follows: | |||||||||||||||||||||||||
Range of Value | |||||||||||||||||||||||||
Quantity | Valuation | per Share | |||||||||||||||||||||||
Transaction Type | (#) | ($ in thousands) | ($) | ||||||||||||||||||||||
Conversion of series D preferred stock to common stock | 263,000 | $ | 773 | 2.94 | |||||||||||||||||||||
BioZone acquisition (1) | 1,200,000 | 8,833 | 8.2 | ||||||||||||||||||||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements | 476,853 | 5,403 | 11.19 - 13.41 | ||||||||||||||||||||||
Stock-based compensation | 2,796,743 | 10,931 | 6.55 - 13.63 | ||||||||||||||||||||||
Total | 4,736,596 | $ | 25,940 | 2.94 - 13.63 | |||||||||||||||||||||
(1) Subsequently reduced by 350,000 shares returned to treasury with a value of $4.6 million. | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company issued common stock as follows: | |||||||||||||||||||||||||
Range of Value | |||||||||||||||||||||||||
Quantity | Valuation | per Share | |||||||||||||||||||||||
Transaction Type | (#) | ($ in thousands) | ($) | ||||||||||||||||||||||
Conversion of series D preferred stock to common stock | 2,737,000 | 11,824 | 2.80 – 7.54 | ||||||||||||||||||||||
Cash and warrants | 1,191,332 | 10,559 | 8.26 – 10.50 | ||||||||||||||||||||||
Executive/Board of Director compensation | 284,164 | 2,642 | 3.48 – 11.01 | ||||||||||||||||||||||
Employee stock compensation | 51,000 | 562 | 11.01 | ||||||||||||||||||||||
Stock issued for services and to settle liabilities | 2,217,511 | 20,213 | 4.02 – 12.99 | ||||||||||||||||||||||
Total | 6,481,007 | 45,800 | 2.80 – 12.99 | ||||||||||||||||||||||
The fair value of all stock issuances above is based upon either the quoted closing trading price on the date of issuance or the value of derivative instrument at the date of conversion. | |||||||||||||||||||||||||
Treasury Stock | |||||||||||||||||||||||||
The following table presents the Company’s treasury stock transactions for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Number of Shares | Weighted-Average Purchase Price | Number of Shares | Weighted-Average Purchase Price | Number of Shares | Weighted-Average Purchase Price | ||||||||||||||||||||
Purchase of common stock in open market under the 2013 Stock Repurchase Plan | 105,700 | $ | 13.44 | 120,000 | $ | 7.78 | — | $ | — | ||||||||||||||||
Settlement of common stock held in escrow during BioZone acquisition (1) | 350,000 | 13.2 | — | — | — | — | |||||||||||||||||||
Exercise of repurchase rights for common stock held in escrow during BioZone acquisition | 250,000 | 10 | — | — | — | — | |||||||||||||||||||
Others | — | — | 18,825 | 13.8 | 31,096 | 14.82 | |||||||||||||||||||
Total | 705,700 | 12.1 | 138,825 | $ | 8.6 | 31,096 | $ | 14.82 | |||||||||||||||||
(1) Returned to treasury. | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company repurchased 105,700 shares of its common stock for $1.4 million, or an average of $13.44 per share. This repurchase was completed under a stock repurchase plan approved by the Company’s Board of Directors on December 10, 2013, which allows the Company to repurchase up to $5.0 million worth of common stock over a one - year period. These repurchased shares are accounted for under the cost method and are included as a component of treasury stock in the consolidated balance sheets. | |||||||||||||||||||||||||
The Company received 350,000 shares held in escrow related to the BioZone asset purchase as described in Note 4. These shares were returned to the Company and are accounted for as treasury stock. In October 2014, the Company exercised its option and acquired 250,000 shares at $10.00 per share to the treasury. | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company repurchased 138,825 shares of its common stock for $1.2 million, or an average of $8.60 per share. Of this amount, $1.0 million, or $7.47 per share was considered repurchase of securities and $156,000 was recorded as a loss on settlement and is included in gain on settlement of accounts payable in the consolidated statement of operations. Included in the repurchase of securities was 120,000 shares, or $934,000 of common stock repurchased by the Company as part of the stock repurchase plan described above. | |||||||||||||||||||||||||
For the year ended December 31, 2012, the Company repurchased 31,096 shares of its common stock for $461,000, or an average of $14.82 per share. The Company recorded the value of its common stock held in treasury at cost. The Company has not cancelled these shares, and they remain available for re-issuance. |
Preferred_Stock
Preferred Stock | 12 Months Ended |
Dec. 31, 2014 | |
Equity [Abstract] | |
Preferred Stock | Note 12: Preferred Stock |
In August 2011, the Company issued an aggregate of 51 shares of Series B preferred stock to two of its officers. The Company accounted for the share issuance at par value as there was no future economic value that could be associated with the issuance. In September 2013, the outstanding 51 shares of Series B preferred stock were returned to the Company and retired. Pursuant to the certificate of designation, these shares were added back to general preferred stock pool upon their surrender and are not available for reissuance as Series B preferred stock without a new designation. | |
In October 2011, the Company issued 190 shares of Series C convertible preferred stock with fair value of $190,000. Of the total shares issued, 100 shares were issued for $100,000 ($1,000 per share). The remaining 90 shares were issued for services rendered with fair value of $90,000 ($1,000 /share), based upon the stated value per share. In March 2012, all 190 shares were converted into 22,353 common shares at a conversion price of $0.0085 per share and resulted in a loss of $615,000. | |
The Series C convertible preferred stock contained an embedded derivative liability related to a conversion feature within the shares which was also eliminated upon the conversion of the Series C convertible preferred stock during the year ended December 31, 2012. Accordingly, neither the shares of Series C convertible preferred stock nor the related derivative were outstanding as of December 31, 2012. | |
In January 2013, the Board of Directors authorized for distribution up to 1,600,000 shares of Series D convertible preferred stock. In January and February 2013, the Company entered into purchase agreements with certain investors in connection with the offering, pursuant to which the Company sold 1,500,000 shares of Series D convertible preferred stock at $8.00 per share for aggregate gross proceeds of $12.0 million. The Series D convertible preferred stock was convertible into two shares of common stock at any time by the holders. For the year ended December 31, 2013, 1,368,500 shares of Series D convertible preferred stock converted into 2,737,000 shares of common stock. For the year ended December 31, 2014, the remaining 131,500 shares of Series D convertible preferred stock converted into 263,000 shares of common stock. The Series D convertible preferred stock contained an embedded derivative liability related to a conversion feature within the shares, which are discussed further in Note 9. | |
As of December 31, 2014, there were no shares of preferred stock outstanding. The Series D convertible preferred stock, which were outstanding as of December 31, 2013, had the following rights, preferences, privileges and restrictions: | |
Voting Rights | |
Series D convertible preferred stock is entitled to voting rights equal to the number of shares of common stock into which each share could be converted. | |
Conversion | |
Each share of Series D convertible preferred stock is convertible into two shares of common stock, subject to adjustment. | |
Dividends | |
Series D convertible preferred stock has no rights to dividends. No dividends have been declared for any of the periods presented. | |
Liquidation Preferences | |
Series D convertible preferred stock is entitled to the receipt of net assets on a pro-rata basis with common stock. | |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||
Stock-Based Compensation | Note 13: Stock-Based Compensation | ||||||||
The Company’s stock-based compensation for the years ended December 31, 2014, 2013 and 2012 consist primarily of restricted stock awards and, to a much lesser extent, stock options. | |||||||||
Stock Incentive Plans | |||||||||
Under its 2010 Stock Incentive Plan (“2010 Plan”), the Company was able to grant incentive stock options, non-qualified stock options, restricted stock awards, restricted stock units and stock appreciation rights to key employees, directors, consultants, advisors and service providers of the Company or its subsidiaries. Shares of common stock purchased upon the exercise of a stock option must be paid for in full at the time of the exercise in cash or such other consideration determined by the compensation committee. Payment may include tendering shares of common stock or surrendering of a stock award, or a combination of methods. The 2010 Plan is administered by the Compensation Committee. The 2010 Plan may be amended by the Board of Directors or the Compensation Committee, without the approval of stockholders, but no such amendments may increase the number of shares issuable under the 2010 Plan or adversely affect any outstanding awards without the consent of the holders thereof. The total number of shares that may be issued under the 2010 Plan cannot exceed 5,883, subject to adjustment in the event of certain recapitalizations, reorganizations and similar transactions. The Company no longer grant stock awards under the 2010 Plan. | |||||||||
Stock Options | |||||||||
In April 2010, the Company issued stock options to purchase 3,260 shares of common stock under the 2010 Plan. These stock options have a contractual term of 5 years, and a grant date fair value of $631,000 which was expensed immediately as the stock options vested upon grant. The Company determined the fair value of the stock options using the Black-Scholes model. As of December 31, 2014, the Company had 472 stock options outstanding that were significantly underwater with an exercise price of $425 per share. These shares were immediately exercisable with a weighted remaining contractual life of 0.25 years and no intrinsic value as of December 31, 2014. | |||||||||
Restricted Stock Awards to Employees and Board Members | |||||||||
The activity of restricted stock awards granted to employees and board members was as follows: | |||||||||
Unvested Restricted Stock Awards | |||||||||
Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||
Unvested balance – December 31, 2011 | — | $ | — | ||||||
Granted | 129,413 | 3.48 | |||||||
Unvested balance – December 31, 2012 | 129,413 | 3.48 | |||||||
Granted | 1,569,363 | 10.97 | |||||||
Vested | (306,637 | ) | 9.95 | ||||||
Unvested balance – December 31, 2013 | 1,392,139 | 10.5 | |||||||
Granted | 1,404,604 | 12.47 | |||||||
Vested | (164,756 | ) | 6.33 | ||||||
Unvested balance – December 31, 2014 | 2,631,987 | 11.67 | |||||||
The total fair value of restricted stock awards granted to employees and board members for the years ended December 31, 2014, 2013 and 2012 was $17.5 million, $17.2 million and $450,000. As of December 31, 2014, the total unrecognized expense for unvested restricted stock awards, net of expected forfeitures, was $31.5 million, which is expected to be amortized over a weighted-average period of 2.6 years. | |||||||||
Restricted Stock Awards to Non-Employees | |||||||||
In July 2014, in connection with an Endorsement Agreement, the Company issued 446,853 shares of its restricted common stock to ETW Corp with an aggregate market value of $5.0 million (see Note 16). In September 2014, the Company entered into a consulting agreement with a third-party service provider and issued 30,000 shares of its restricted common stock with an aggregate market value of $402,000. These restricted stock awards granted to non-employees were included as a component of prepaid stock compensation and additional paid-in capital in the consolidated balance sheet. The prepaid stock compensation is being amortized over the performance period. | |||||||||
Defined_Contribution_Plan
Defined Contribution Plan | 12 Months Ended |
Dec. 31, 2014 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 14: Defined Contribution Plan |
The Company established a 401(k) Plan (the “401(k) Plan”) for eligible employees of the Company. Generally, all employees of the Company who are at least twenty-one years of age and who have completed six months of service are eligible to participate in the 401(k) Plan. The 401(k) Plan is a defined contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, of up to $17,500 for the year ended December 31, 2014 (subject to make-up contributions) in the form of voluntary payroll deductions. The Company may make discretionary contributions. For the years ended December 31, 2014, 2013 and 2012, the Company’s matching contribution was $299,000, $61,000 and $43,000 respectively. |
Net_Loss_Per_Share
Net Loss Per Share | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Net Loss Per Share | Note 15: Net Loss per Share | ||||||||||||
Basic net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock outstanding during each period. Diluted net loss per share is computed by dividing net loss for the period by the weighted average shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding option and warrant contracts. For the years ended December 31, 2014, 2013 and 2012, the Company reflected a net loss, and the effect of considering any common stock equivalents would have been anti-dilutive. Therefore, a separate computation of diluted net loss per share is not presented. | |||||||||||||
The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options (exercise price - $425/share) | 472 | 472 | 1,847 | ||||||||||
Warrants (exercise price - $4 - $1,275/share) | 100,089 | 263,089 | 89 | ||||||||||
Unvested restricted stock | 2,631,987 | 1,392,139 | 129,412 | ||||||||||
Total common stock equivalents | 2,732,548 | 1,655,700 | 131,348 | ||||||||||
In the above table, some of the outstanding instruments from the years ended December 31, 2014, 2013 and 2012 contain ratchet provisions that would cause variability in the exercise price at the balance sheet date. As a result, common stock equivalents could change. |
Endorsement_Agreement
Endorsement Agreement | 12 Months Ended |
Dec. 31, 2014 | |
Endorsement Agreement [Abstract] | |
Endorsement Agreements | Note 16: Endorsement Agreements |
Arnold Schwarzenegger | |
In July 2013, the Company entered into an Endorsement Licensing and Co-Branding Agreement by and among, the Company, Arnold Schwarzenegger, Marine MP, LLC, and Fitness Publications, Inc. Under the terms of the agreement, Mr. Schwarzenegger is co-developing a special Arnold Schwarzenegger product line and is being co-marketed under Mr. Schwarzenegger’s name and likeness. | |
In connection with this agreement, the Company also issued Marine MP, LLC fully vested restricted shares of common stock with an aggregate market value of $8.5 million. As of December 31, 2014 and 2013, the amount of unamortized stock compensation expense related to this agreement was $4.5 million and $7.3 million. The shares are being amortized over the original three-year term of the agreement. The current and non-current portions of this unamortized stock compensation are included as a component of prepaid stock compensation in the consolidated balance sheets. | |
Tiger Woods | |
Effective July 1, 2014, the Company entered into an Endorsement Agreement with ETW Corp. Under the terms of the agreement, Tiger Woods will endorse certain of the Company’s products and use a golf bag during all professional golf play which prominently displays the MusclePharm name and logo. | |
In conjunction with this agreement, on July 3, 2014, the Company issued 446,853 shares of the Company’s restricted common stock to ETW Corp with an aggregate market value of $5.0 million. As of December 31, 2014, the amount of unamortized stock compensation expense related to this agreement was $4.4 million. The shares are being amortized over the original four-year term of the agreement. The current and non-current portions of the unamortized stock compensation are included as a component of prepaid stock compensation in the consolidated balance sheets. | |
Johnny Manziel | |
Effective July 15, 2014, the Company entered into an Endorsement Agreement for the services of Johnny Manziel. As part of this agreement, the Company issued a warrant to purchase 100,000 shares of MusclePharm common stock at an exercise price of $11.90 per share. The warrants vest monthly over a period of 24 months beginning August 15, 2014, and have a five-year contractual term. For the year ended December 31, 2014, the Company recognized stock based compensation expense of $130,000 related to these warrants, included as a component of advertising and promotion expense in the consolidated statements of operations. The Company used the Black-Scholes model to determine the estimated fair value of the warrants, with the following assumptions: contractual life of five years, risk free interest rate of 1.7%, dividend yield of 0%, and expected volatility of 55%. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | Note 17: Income Taxes | ||||||||||||
The components of loss before provision for (benefit from) income taxes for the years ended December 31, 2014 and 2013 are as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Domestic | $ | -13,921 | $ | -18,000 | |||||||||
Foreign | 122 | 398 | |||||||||||
Loss before provision for (benefit from) income taxes | $ | -13,799 | $ | -17,602 | |||||||||
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. | |||||||||||||
As of December 31, 2014, the Company has a federal net operating loss carry-forward of $45.9 million available to offset future taxable income. The Company has estimated state loss carry-forwards of $12.6 million. Utilization of future net operating losses may be limited due to potential ownership changes under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). These net operating loss carry-forwards have expiration dates starting in 2030 through 2033. | |||||||||||||
Income taxes have not been provided on undistributed earnings of certain foreign subsidiaries in an aggregate amount of $574 thousand as of December 31, 2014 as the Company considers such earnings to be permanently reinvested outside the United States. The additional U.S. income tax that would arise on repatriation of the remaining undistributed earnings could be offset, in part, by foreign tax credits on such repatriation. However, it is impractical to estimate the amount of net income and withholding tax that might be payable. | |||||||||||||
The valuation allowance as of December 31, 2014 was $12.5 million. The net change in valuation allowance for the year ended December 31, 2014 was a decrease of $0.2 million. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will not be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred income tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on consideration of these items, management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance as of December 31, 2014. | |||||||||||||
The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2014 and 2013, are as follows (in thousands): | |||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 16,224 | $ | 12,682 | |||||||||
Stock compensation | — | — | |||||||||||
Other | 771 | 665 | |||||||||||
Gross deferred tax assets | 16,995 | 13,347 | |||||||||||
Valuation allowance | -12,516 | -12,721 | |||||||||||
Net deferred tax assets | 4,479 | 626 | |||||||||||
Stock compensation | -2,688 | -625 | |||||||||||
Intangibles | -1,791 | -1 | |||||||||||
Gross deferred tax liabilities | -4,479 | (626 | ) | ||||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
The Company incurred income tax expense of $33,000 and $115,000 for the years ended December 31, 2014 and 2013 respectively. Of the total tax provision, $26,000 and $105,000 is attributed to taxes for foreign operations. | |||||||||||||
The income tax provision for the years ended December 31, 2014, 2013 and 2012 includes the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current income tax expense: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | 7 | 10 | |||||||||||
Foreign | 26 | 105 | |||||||||||
33 | 115 | — | |||||||||||
Deferred income tax provision (benefit): | |||||||||||||
Federal | — | — | |||||||||||
State | — | — | |||||||||||
Change in valuation allowance | — | — | |||||||||||
— | — | — | |||||||||||
Provision for (Benefit from) income taxes, net | $ | 33 | $ | 115 | $ | — | |||||||
The income tax provision differs from those computed using the statutory federal tax rate of 34% due to the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected provision at statutory rate | $ | -4,692 | $ | (5,985 | ) | $ | (6,493 | ) | |||||
State tax benefit – net of federal tax effect | 5 | 757 | (419 | ) | |||||||||
Foreign income/losses taxes at different rates | -10 | (30 | ) | — | |||||||||
Bargain purchase gain and contingent asset gain | -1,790 | — | — | ||||||||||
Loss on settlement of accounts payable | — | — | 1,495 | ||||||||||
Derivative liability | -127 | 1,683 | -507 | ||||||||||
Stock based compensation | 1,209 | 2,043 | 791 | ||||||||||
Other | -21 | 438 | 45 | ||||||||||
Change in valuation allowance | 5,459 | 1,209 | 5,088 | ||||||||||
Income tax expense | $ | 33 | $ | 115 | $ | — | |||||||
The Company has no unrecognized tax benefits during the periods presented within. By statute, all tax years are open to examination by the major taxing jurisdictions to which the Company is subject. | |||||||||||||
Segments
Segments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Segments | Note 18: Segments | ||||||||||||
The Company’s chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company currently has a single reporting segment and operating unit structure. In addition, substantially all of the Company’s revenue and long-lived assets are attributable to operations in the U.S. for all the periods presented. | |||||||||||||
Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue, net | |||||||||||||
United States | $ | 110,514 | $ | 76,750 | $ | 46,885 | |||||||
International | 66,875 | 34,128 | 20,170 | ||||||||||
Total revenue, net | $ | 177,389 | $ | 110,878 | $ | 67,055 | |||||||
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | Note 19: Related Party Transactions |
Ryan DeLuca, the Chief Executive Officer of Bodybuilding.com, is the brother of Jeremy DeLuca, MusclePharm’s EVP, MusclePharm Brand and Global Business Development. The Company maintained a business relationship with Bodybuilding.com prior to hiring Mr. DeLuca. The Company does not offer preferential pricing of our products to Bodybuilding.com based on these relationships. Net revenue from products sales to Bodybuilding.com were $24.0 million, $29.8 million and $23.3 million for the years ended December 31, 2014, 2013 and 2012 respectively. The Company had $1.9 million and $2.0 million respectively in trade receivables with Bodybuilding.com as of December 31, 2014 and 2013. The Company purchased marketing services from Bodybuilding.com for the year ended December 31, 2014 in the amount of $1.4 million. | |
The Company leases office and warehouse facility in Hamilton, Ontario, Canada from 2017275 Ontario Inc., which is a company owned by Renzo Passaretti, VP and General Manager of MusclePharm Canada Enterprises Corp, the Company’s wholly owned Canadian subsidiary. For the years ended December 31, 2014, 2013 and 2012, the Company paid rent of $86,000, $75,000 and $59,000. The lease expires in March 2016. | |
On October 16, 2013, the Company entered into an Office Lease Agreement with Frost Real Estate Holdings, LLC, a Florida limited liability company owned by Dr. Phillip Frost, a significant shareholder. Pursuant to the lease, the Company rents 1,437 square feet of office space for an initial term of three years, with an option to renew the lease for an additional three-year term. For the years ended December 31, 2014 and 2013, the Company’s incurred rent expense of $54,000 and $13,000. | |
For the year ended December 31, 2014, the Company purchased split dollar life insurance policies on certain key executives. These policies provide a split of 50% of the death benefit proceeds to the Company and 50% to the officer’s designated beneficiaries. | |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2014 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20: Subsequent Events |
Agreements with Worldwide Apparel, LLC | |
Effective February 10, 2015, the Company agreed to issue an aggregate of 170,000 shares of its restricted common stock, as partial consideration pursuant to the Termination and Mutual Release Agreement entered into by and between the Company and Worldwide Apparel, LLC (“Worldwide”). | |
In exchange for the consideration, including the common stock, Worldwide agreed to terminate a license agreement entered into by and between the Company and Worldwide on March 28, 2014. The Company intends to develop, market, and sell MusclePharm apparel and accessories directly and with third parties. | |
The Company issued 127,500 shares of common stock to Worldwide on February 20, 2015, and 42,500 shares of common stock to a third-party escrow agent which shall be released to Worldwide on the 91st day after the date such shares are entered into escrow so long as no claim has been made. Additionally, on March 3, 2015, the Company paid $850,000 to Worldwide as consideration pursuant to the Worldwide Agreement dated February 20, 2015. | |
The Company issued the shares of common stock pursuant to the Agreement in reliance on the exemption from registration under the Securities Act set forth in Section 4(2) thereof and Rule 506 of Regulation D. | |
Promissory Note | |
Effective February 24, 2015, the Company entered into a Commercial Loan Agreement (the “Loan Agreement”) with ANB Bank (“ANB”), pursuant to which the Company and ANB executed a Promissory Note (the “Note”), pursuant to which the Company borrowed, from ANB, a principal amount of $4.0 million, subject to certain terms and conditions as further described in the Loan Documents (as defined below). | |
Maturity and Security. The Note matures on February 20, 2018. Loans made pursuant to Loan Agreement are secured by (i) a security interest in all of the Company’s inventory, (ii) all of the Company’s accounts receivable or other payments due, (iii) all the Company’s general intangible properties, including, but not limited to, tax refunds, intellectual property and customer lists, and (iv) 860,900 shares of the Company’s common stock currently held in the Company’s treasury, pursuant to the Security Agreement entered into by and between the Company and ANB (the “Security Agreement”), (the Security Agreement together with the Note and Loan Agreement are collectively referred to herein as the “Loan Documents”). | |
Interest Rates. The interest rate which shall accrue on the principal amount of the Note is 5.250% per annum. | |
Upon the occurrence of an event of default, pursuant to the Company’s obligations pursuant to the Loan Documents, ANB may increase the interest rate to 28% per annum. | |
Fees. The Note and Loan Agreement contains certain fees UCC fees, late fees, and loan fees, including a one-time loan fee of $40,000. | |
Covenants. Subject to customary carve-outs, the Loan Agreement contains customary negative covenants and restrictions for agreements of this type on actions by the Company including, without limitation, restrictions on indebtedness, liens, investments, loans, consolidation, mergers, dissolution, asset dispositions outside the ordinary course of business, change in business, transactions with affiliates, bankruptcy, insolvency, change of control and changes relating to indebtedness. | |
Events of Default. The Loan Documents contain customary events of default, including, without limitation, non-payment of principal, interest or fees, violation of certain covenants, inaccuracy of representations and warranties in any material respect, cross defaults with certain other indebtedness and agreements, property value decrease, business termination, and merger or name change without notifying ANB. | |
Capstone Nutrition Agreement | |
Effective March 2, 2015, the Company and Capstone Nutrition (“Capstone”) executed an amendment (the “Amendment”) to the Manufacturing Agreement dated November 27, 2013. Pursuant to the Amendment, Capstone shall be the Company’s nonexclusive manufacturer of dietary supplements and food products sold or intended to be sold by the Company (the “Products”). The Company shall purchase and take delivery from Capstone of a minimum of $90 million of Products per full contract year. The Amendment includes an amended pricing for Products and payment terms. The initial term ends January 1, 2022 and will continue thereafter for three successive twenty-four month terms, unless Capstone notifies the Company of nonrenewal at least ninety days prior to the end of the then current term. | |
Payment and Rebates. The Company and Capstone agreed on certain payment terms and rebate programs. | |
Contribution toward Capstone Facility Build-Out. The Company shall pay to Capstone a non-refundable sum of $2.5 million to be used by Capstone solely in connection with the expansion of its facility necessary to fulfill anticipated Company requirements under the Manufacturing Agreement and Amendment. | |
Also effective March 2, 2015, Capstone and the Company entered into a referral agreement (the “Referral Agreement”) whereby the Company shall refer customers to Capstone for the purchase of Products, and Capstone will pay the Company a referral fee. The term of the Referral Agreement shall continue as long as the Manufacturing Agreement between the Company and Capstone is in effect. | |
Also effective March 2, 2015, the Company and INI Parent, Inc., a Delaware corporation (“INI”), and the parent company of Capstone, entered into a Class B Common Stock Warrant Purchase Agreement (“Warrant Agreement”) whereby the company will purchase 19.9% of INI on a fully-diluted basis. Pursuant to the Warrant Agreement, INI issued to the Company a warrant (the “Warrant”) to purchase shares of INI’s Class B common stock, par value $0.001 per share at an exercise price of $0.01 per share (the “Warrant Shares”). | |
Exercise. The Company has the right to exercise the Warrant under certain circumstances: (i) the Warrant Agreement may only be exercised at the earlier of (A) immediately prior to, and in connection with the consummation of a sale of INI or (B) within five (5) business days of the expiration of the initial terms of the Manufacturing Agreement, hereinafter defined; (ii) the Company has been and continues to be as of the date of the sale of INI in compliance with the terms of the Manufacturing Agreement; and (iii) the Company complies with the provisions of the Warrant Agreement, including its exercise conditions. The Warrant Agreement and Warrant Shares are not transferrable without the prior written consent of INI’s Board of Directors. | |
In lieu of exercising the Warrant Agreement, the Company may elect to sell or terminate the Warrant Agreement provided that the Company makes such election by delivering written notice to INI pursuant to the terms and conditions of the Warrant Agreement. | |
In connection with the Warrant Agreement, the Company and INI entered into an option agreement on March 2, 2015 (the “Option Agreement”). Subject to additional provisions and conditions set forth in the Option Agreement, at any time on or prior to June 30, 2016, the Company shall have the right to purchase for cash all of the remaining outstanding shares of INI’s common stock not already owned by the Company after giving effect to the exercise of the Warrant on a fully-diluted basis, based on an aggregate enterprise value, equal to $200 million. Such purchase is intended to be consummated pursuant to a definitive merger agreement whereby INI would merge with a subsidiary of the Company and survive the merger as a wholly-owned subsidiary to the Company. | |
The foregoing is a summary of the material terms of the Warrant Agreement, Option Agreement, Amendment to the Manufacturing Agreement and Referral Agreement does not purport to be complete. You should read each complete Agreement, which shall be attached as exhibits to MusclePharm Corporation’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 and, when filed, such Agreements shall be incorporated by reference herein. MusclePharm Corporation will seek confidential treatment for certain terms of the Agreement at the time of filing such Quarterly Report. | |
The Company is actively interviewing investment banking firms in connection with its evaluation of the Option Agreement and the rights provided there in for a potential acquisition transaction with INI. | |
Insurance Carrier Lawsuit | |
In an effort to recover SEC legal defense costs, the Company engaged with outside counsel to review, evaluate and advise on the current Director and Officer policy and corresponding coverages. On Feb 12, 2015 the Company, as the plaintiff through outside counsel, filed a complaint and jury demand in the District Court, City and County of Denver against defendant Liberty Insurance Underwriters, Inc. This action arises from the wrongful and unreasonable denial of coverage by Liberty for the losses that the Company has incurred and will continue to incur in connection with the Formal Order of Investigation initiated by the Securities Exchange Commission (‘SEC”) against the Company. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ||||||||||||||
Principles of Consolidation | Principles of Consolidation | |||||||||||||
The consolidated financial statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. Acquisitions are included in the consolidated financial statements from the date of the acquisition. All significant intercompany balances and transactions have been eliminated in consolidation. | ||||||||||||||
Use of Estimates | Use of Estimates | |||||||||||||
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to, allowance for doubtful accounts and sales reserves, inventory write-downs, valuations of intangible assets, fair value of derivatives and fair values of warrants and options, among others. Actual results could differ from those estimates. | ||||||||||||||
Concentration | ||||||||||||||
Concentrations | ||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. | ||||||||||||||
Significant customers are those which represent more than 10% of the Company’s net revenue for each period presented, or the Company’s net accounts receivable balance as of each respective balance sheet date. | ||||||||||||||
During the year ended December 31, 2014, our two largest customers, Costco and Bodybuilding.com, accounted for 29% of our net revenue. During the year ended December 31, 2013, our two largest customers, Bodybuilding.com and Europa, accounted for 35% of our net revenue. During the year ended December 31, 2012, our two largest customers Bodybuilding.com and General Nutrition Corp. (GNC), accounted for 45% of our net revenue. | ||||||||||||||
At December 31, 2014, our two largest customers, Costco and Bodybuilding.com, accounted for 33% of our net accounts receivable balance. | ||||||||||||||
At December 31, 2013 our three largest customers, Costco, Bodybuilding.com and Europa accounted for 54% of our net accounts receivable balance. | ||||||||||||||
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 support its growth and 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 any recalled product due to defective manufacturing. | ||||||||||||||
The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2014, 2013 and 2012: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
Vendor | 2014 | 2013 | 2012 | |||||||||||
Capstone Nutrition | 44% | 67 | % | 100 | % | |||||||||
Nutra Blend | 50% | 32 | % | * | ||||||||||
* Represents less than 10% of total purchases | ||||||||||||||
Risk and Uncertainties | Risk and Uncertainties | |||||||||||||
The Company operates in an industry that is subject to rapid change and intense competition. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks, including the potential risk of business failure. | ||||||||||||||
Management’s Plans with Respect to Liquidity and Capital Resources | Management’s Plans with Respect to Liquidity and Capital Resources | |||||||||||||
The Company’s management believes that with increased sales expansion and the opening of the Pittsburg, California distribution center and international sales expansion, there will be opportunities to increase revenue; however, the Company may need to continue to raise capital in order to execute the business plan, which includes more inventory and new product releases. There can be no assurance that such capital will be available on acceptable terms or at all. | ||||||||||||||
Cash | Cash | |||||||||||||
The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2014 and 2013, the Company had no cash equivalents and all cash amounts consisted of cash on deposit. | ||||||||||||||
Restricted Cash | Restricted Cash | |||||||||||||
The Company segregates cash that is restricted in its use based on contractual provisions from unrestricted cash balances. See Note 8 for further discussion on the Company’s restricted cash balance as of December 31, 2013. There were no restricted cash balances as of December 31, 2014. | ||||||||||||||
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts | |||||||||||||
Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any allowance for doubtful accounts, and do not bear interest. The Company assesses the collectability of the accounts by taking into consideration of the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of selling, general and administrative expenses in the consolidated statements of operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts and an accrual is made for discounts earned but not yet utilized at each period end. | ||||||||||||||
The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. | ||||||||||||||
Accounts receivable consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||
As of December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Accounts receivable | $ | 18,665 | $ | 14,830 | ||||||||||
Less: allowance for discounts | (1,862 | ) | (1,060 | ) | ||||||||||
Less: allowance for doubtful accounts | (159 | ) | (29 | ) | ||||||||||
Accounts receivable, net | $ | 16,644 | $ | 13,741 | ||||||||||
The allowance for discount for the years ended December 31, 2014, 2013 and 2012 consisted of the following activity (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Allowance for discount, beginning balance | $ | 1,060 | $ | 1,089 | $ | — | ||||||||
Charges against revenues | 28,200 | 17,441 | 10,713 | |||||||||||
Utilization of sales return reserve | (27,398 | ) | (17,470 | ) | (9,624 | ) | ||||||||
Allowance for discount, ending balance | $ | 1,862 | $ | 1,060 | $ | 1,089 | ||||||||
The allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012 consisted of the following activity (in thousands): | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Allowance for doubtful accounts, beginning balance | $ | 29 | $ | 25 | $ | 197 | ||||||||
Charges to costs and expenses | 201 | 242 | 10 | |||||||||||
Recoveries | — | 1 | — | |||||||||||
Deductions (write‑offs) | (70 | ) | (239 | ) | (182 | ) | ||||||||
Foreign currency translation adjustment | (1 | ) | — | — | ||||||||||
Allowance for doubtful accounts, ending balance | $ | 159 | $ | 29 | $ | 25 | ||||||||
Marketable Securities | Marketable Securities | |||||||||||||
The Company purchased convertible notes from unrelated public companies that it classified as trading securities which were carried at fair value with changes recognized through net loss. The marketable securities purchased included warrants to purchase shares of the issuer’s common stock which were recorded as discounts against the carrying value of the related marketable securities based on their fair values upon issuance. See Notes 3 and 5 for further discussion of the Company’s marketable securities. | ||||||||||||||
Inventory | Inventory | |||||||||||||
MusclePharm products have historically been produced through third party manufacturers (see Note 20 for subsequent events), and the cost of product inventory is recorded using actual cost on a first-in, first-out basis. BioZone products are manufactured in the Company’s production facilities in Pittsburg, CA, and the cost of inventory is recorded using an average cost basis. Inventory is valued at the lower of cost or market value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, and estimates are made for obsolescence, excess or slow-moving inventories, non-conforming inventories and expired inventory. These estimates are based on management’s assessment of current future product demand, production plan, and market conditions. | ||||||||||||||
Prepaid Giveaways | Prepaid Giveaways | |||||||||||||
Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. Costs related to promotional giveaways are expensed as a component of advertising and promotion expenses in the consolidated statements of operations when the product is either given away at a promotional event or shipped to the customer. | ||||||||||||||
Prepaid Stock Compensation | Prepaid Stock Compensation | |||||||||||||
Prepaid stock compensation represents amounts paid with restricted stock awards for future contractual benefits to be received. We record the fair value of these awards upon issuance to additional paid-in capital and then amortize these contractual benefits to the consolidated statements of operations over the life of the contracts using the straight-line method. | ||||||||||||||
Prepaid Sponsorship and Endorsement Fees | Prepaid Sponsorship and Endorsement Fees | |||||||||||||
Prepaid sponsorship and endorsement fees represent fees paid in connection with Company sponsorships of certain events and trade shows as well as prepaid athlete endorsement fees, which are expensed over the period the fees are earned. A significant amount of the Company’s promotional expenses results from payments under endorsement and sponsorship contracts. Accounting treatment for endorsement and sponsorship payments is based upon specific contract provisions. Generally, endorsement payments are expensed straight-line over the performance period(s) of the contract after giving recognition to periodic performance compliance provisions of the contract. Prepayments made under the contracts are included in either current or long-term prepaid expenses depending on the period for which the prepayment applies. | ||||||||||||||
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets | |||||||||||||
Prepaid expenses and other current assets consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, print advertising, insurance and service contracts requiring up-front payments. | ||||||||||||||
Property and Equipment | Property and Equipment | |||||||||||||
Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed and the resulting gains or losses are recorded as part of other income or expense in the statements of operations. Repairs and maintenance costs are expensed as incurred. | ||||||||||||||
The estimated useful lives of the property and equipment are as follows: | ||||||||||||||
Property and Equipment | Estimated Useful Life | |||||||||||||
Furniture, fixtures and equipment | 3 - 7 years | |||||||||||||
Leasehold improvements | Lesser of estimated useful life or remaining lease term | |||||||||||||
Manufacturing and lab equipment | 3 - 5 years | |||||||||||||
Vehicles | 3 - 5 years | |||||||||||||
Displays | 5 years | |||||||||||||
Website | 3 years | |||||||||||||
Intangible Assets | Intangible Assets | |||||||||||||
The Company capitalizes the costs incurred in obtaining certain trademarks. Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and are amortized over their related useful lives, using a straight-line basis consistent estimated with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of selling, general and administrative expenses in the consolidated statements of operations. | ||||||||||||||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets | |||||||||||||
Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset's carrying value and estimated fair value. The Company did not recognize any impairment charges on its long-lived assets during the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||
Issuance Costs and Debt Discount | Issuance Costs and Debt Discount | |||||||||||||
The Company recognizes issuance costs related to the issuance of certain debt and equity instruments. Depending on the nature of the instrument, these costs are either carried as an asset on the balance sheet or recorded as a discount to the related debt or equity issuance. These costs are amortized using the effective interest method over the life of the debt to interest expense, or not amortized if related to an equity issuance. If a conversion of the underlying debt occurs, a proportionate share of the unamortized cost or discount is immediately expensed. | ||||||||||||||
Derivative Liabilities | Derivative Liabilities | |||||||||||||
Fair value accounting requires bifurcation of embedded derivative instruments such as conversion features in equity instruments and warrants granted, and measurement of their fair value. In determining the appropriate fair value, the Company uses Black-Scholes or lattice option-valuation models. Derivatives are adjusted to reflect fair value at the end of each reporting period with any increase or decrease in the fair value being recorded in other income (expense), on the consolidated statements of operations. Once a derivative liability ceases to exist, any remaining fair value is reclassified to additional paid-in capital if redeemed or through earnings if forfeited or expired. | ||||||||||||||
Revenue Recognition | Revenue Recognition | |||||||||||||
Revenue is recognized when all of the following criteria are met: | ||||||||||||||
· | Persuasive evidence of an arrangement exists. Evidence of an arrangement consists of an order from the Company’s distributors, resellers or customers. | |||||||||||||
· | Delivery has occurred. Delivery is deemed to have occurred when title and risk of loss has transferred, either upon shipment of products to customers or upon delivery. | |||||||||||||
· | The fee is fixed or determinable. The Company assesses whether the fee is fixed or determinable based on the terms associated with the transaction. | |||||||||||||
· | Collection is reasonably assured. The Company assesses collectability based on credit analysis and payment history. | |||||||||||||
The Company’s standard terms and conditions of sale do not allow for product returns. However, the Company grants an informal seven day right of return to its customers. Estimates of expected future product returns are recognized at the time of sale based on analyses of historical return trends by customer class. Upon recognition, the Company reduces revenue and cost of revenue for the estimated return. Return rates can fluctuate over time, but are sufficiently predictable with established customers to allow the Company to estimate expected future product returns, and an accrual is recorded for future expected returns when the related revenue is recognized. Product returns incurred from established customers during the years ended December 31, 2014, 2013 and 2012 are insignificant. | ||||||||||||||
The Company offers sales incentives through various programs, consisting primarily of advertising related credits and volume incentive rebates. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. Volume incentive rebates are provided to certain customers based on contractually agreed upon percentages once certain thresholds have been met. The Company records sales incentive reserves, and volume rebate reserves as a reduction to revenue. | ||||||||||||||
During the years ended December 31, 2014, 2013 and 2012, the Company recorded discounts, and to a lesser degree, sales returns, totaling $28.2 million, $17.4 million and $10.7 million, which accounted for 14% of gross revenue in each period. | ||||||||||||||
Cost of Revenue | Cost of Revenue | |||||||||||||
Cost of revenue for MusclePharm, MusclePharm Canada and MusclePharm Ireland represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from third party manufacturers. The Company ships customer orders from multiple locations. The facilities are operated with the Company’s equipment and employees, and inventory is owned by the Company. The Company also utilizes contract manufacturers to drop ship product directly to customers. | ||||||||||||||
Cost of revenue for products produced by Biozone Labs consist of raw material, direct labor, freight-in, and other supply and equipment rental expenses. The Company mainly ships customer orders from its distribution center in Pittsburg, California. | ||||||||||||||
Advertising and Promotion | Advertising and Promotion | |||||||||||||
Advertising and promotion expenses include digital and print advertising, trade show events, athletic endorsements and sponsorships, and promotional giveaways. Advertising costs are expensed as incurred. For major trade shows, the expenses are recognized within a calendar year over the period in which the Company recognizes revenue associated with sales generated at the trade show. Some of the contracts within a calendar year provide for contingent payments to endorsers or athletes based upon specific achievement in their sports (e.g. winning a championship). The Company records expense for these payments if and when the endorser achieves the specific achievement. | ||||||||||||||
Share-Based Payments | Share-Based Payments | |||||||||||||
Share-based compensation awards, including stock options and restricted stock, are recorded at estimated fair value on the awards’ grant date, based on estimated number of awards that are ultimately expected to vest. The grant date fair value is then amortized on straight line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services rendered are recorded at either the fair value of the services rendered or the fair value of the share-based payments whichever is more readily determined. The fair value of restricted stock are based on the fair value of the stock underlying the awards on the grant date as they do not have an exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model but these amounts have been insignificant during the periods included herein. | ||||||||||||||
Foreign Currency | Foreign Currency | |||||||||||||
The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada and MusclePharm Ireland, is its local currency. The assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded to a separate component of accumulated other comprehensive income (loss) within stockholders’ equity. | ||||||||||||||
Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in other income (expense), net in the accompanying consolidated statements of operations. | ||||||||||||||
Comprehensive Income (Loss) | Comprehensive Income (Loss) | |||||||||||||
Comprehensive income (loss) is composed of two components: net loss and other comprehensive income (loss). Other comprehensive income (loss) refers to revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ equity, but are excluded from the Company’s net income (loss). The Company’s other comprehensive income (loss) is made up of foreign currency translation adjustments for all periods presented. | ||||||||||||||
Segments | Segments | |||||||||||||
Management has determined that it currently operates in one segment. The Company’s chief operating decision maker reviews financial information on an aggregated and consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. | ||||||||||||||
Income Taxes | Income Taxes | |||||||||||||
Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company recognizes the effect of income tax positions only if those positions are more likely than not to be sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely to be realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. | ||||||||||||||
The Company records interest and penalties related to unrecognized tax benefits in income tax expense. There were no interest or penalties related to unrecognized tax benefits for the years ended December 31, 2014, 2013 and 2012. | ||||||||||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | |||||||||||||
In June 2014, the FASB issued ASU No. 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period (“ASU 2014-12”). The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in Accounting Standards Codification Topic No. 718, “Compensation – Stock Compensation”, as it relates to awards with performance conditions that affect vesting to account for such awards. The amendments in ASU 2014-12 are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Early adoption is permitted. Entities may apply the amendments in ASU 2014-12 either: (a) prospectively to all awards granted or modified after the effective date; or (b) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. The adoption of ASU 2014-12 is not expected to have a material effect on the Company’s consolidated financial statements or disclosures. | ||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers" (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition- Construction-Type and Production-Type Contracts.” ASU 2014-09’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under today’s guidance, including identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company beginning January 1, 2017 and, at that time, the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach. Early adoption is not permitted. The Company has not yet selected a transition method nor has determined the effect of ASU 2014-09 on its ongoing financial reporting. | ||||||||||||||
In April 2014, the FASB issued ASU 2014-08, "Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 changes the criteria for reporting a discontinued operation. Under the new pronouncement, a disposal of a part of an organization that has a major effect on its operations and financial results is a discontinued operation. The Company is required to adopt ASU 2014-08 prospectively for all disposals or components of its business classified as held for sale during fiscal periods beginning after December 15, 2014. The adoption of ASU 2014-08 is not expected to have a material effect on the Company’s consolidated financial statements or disclosures. | ||||||||||||||
In August 2014, the FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 will explicitly require management to assess an entity’s ability to continue as a going concern, and to provide related footnote disclosure in certain circumstances. The new standard will be effective for all entities in the first annual period ending after December 15, 2016. Earlier adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2014-15. | ||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
Schedule of Accounts Receivable, Net of Allowance | Accounts receivable consisted of the following as of December 31, 2014 and 2013 (in thousands): | |||||||||||||
As of December 31, | ||||||||||||||
2014 | 2013 | |||||||||||||
Accounts receivable | $ | 18,665 | $ | 14,830 | ||||||||||
Less: allowance for discounts | (1,862 | ) | (1,060 | ) | ||||||||||
Less: allowance for doubtful accounts | (159 | ) | (29 | ) | ||||||||||
Accounts receivable, net | $ | 16,644 | $ | 13,741 | ||||||||||
Schedule of Allowance for Discount | The allowance for discount for the years ended December 31, 2014, 2013 and 2012 consisted of the following activity (in thousands): | |||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Allowance for discount, beginning balance | $ | 1,060 | $ | 1,089 | $ | — | ||||||||
Charges against revenues | 28,200 | 17,441 | 10,713 | |||||||||||
Utilization of sales return reserve | (27,398 | ) | (17,470 | ) | (9,624 | ) | ||||||||
Allowance for discount, ending balance | $ | 1,862 | $ | 1,060 | $ | 1,089 | ||||||||
Schedules of Allowances for Doubtful Accounts | The allowance for doubtful accounts for the years ended December 31, 2014, 2013 and 2012 consisted of the following activity (in thousands): | |||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Allowance for doubtful accounts, beginning balance | $ | 29 | $ | 25 | $ | 197 | ||||||||
Charges to costs and expenses | 201 | 242 | 10 | |||||||||||
Recoveries | — | 1 | — | |||||||||||
Deductions (write‑offs) | (70 | ) | (239 | ) | (182 | ) | ||||||||
Foreign currency translation adjustment | (1 | ) | — | — | ||||||||||
Allowance for doubtful accounts, ending balance | $ | 159 | $ | 29 | $ | 25 | ||||||||
Schedule of Estimated Useful Lives of Property, Plant, and Equipment | The estimated useful lives of the property and equipment are as follows: | |||||||||||||
Property and Equipment | Estimated Useful Life | |||||||||||||
Furniture, fixtures and equipment | 3 - 7 years | |||||||||||||
Leasehold improvements | Lesser of estimated useful life or remaining lease term | |||||||||||||
Manufacturing and lab equipment | 3 - 5 years | |||||||||||||
Vehicles | 3 - 5 years | |||||||||||||
Displays | 5 years | |||||||||||||
Website | 3 years | |||||||||||||
Cost of Goods, Total [Member] | ||||||||||||||
Schedules of Concentration of Risk, by Risk Factor | The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2014, 2013 and 2012: | |||||||||||||
Year Ended December 31, | ||||||||||||||
Vendor | 2014 | 2013 | 2012 | |||||||||||
Capstone Nutrition | 44% | 67 | % | 100 | % | |||||||||
Nutra Blend | 50% | 32 | % | * | ||||||||||
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||
Summary of Financial Assets and Liabilities | The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2014, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3) (in thousands): | ||||||||||||||||||||
As of December 31, 2014 | |||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||
Financial assets | |||||||||||||||||||||
Marketable securities | $ | — | $ | — | $ | — | $ | — | |||||||||||||
Financial liabilities | |||||||||||||||||||||
Derivative liabilities | $ | — | $ | — | $ | — | $ | — | |||||||||||||
The following are the major categories of assets and liabilities measured at fair value on a recurring basis as of December 31, 2013, using quoted prices in active markets for identical liabilities (Level 1); significant other observable inputs (Level 2); and significant unobservable inputs (Level 3) (in thousands): | |||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||
Financial assets | |||||||||||||||||||||
Marketable securities - FUSE convertible notes | $ | — | $ | 260 | $ | — | $ | 260 | |||||||||||||
Marketable securities - FUSE warrants | — | 119 | — | 119 | |||||||||||||||||
Total financial assets | $ | — | $ | 379 | $ | — | $ | 379 | |||||||||||||
Financial liabilities | |||||||||||||||||||||
Derivative liabilities - Series D convertible preferred stock | $ | — | $ | 1,147 | $ | — | $ | 1,147 | |||||||||||||
Schedule of Marketable Securities and Related Warrants | The following table summarizes the activity of the Company’s marketable securities and related warrants during the years ended December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||
BioZone | Fuse | ||||||||||||||||||||
Convertible | BioZone | Convertible | Fuse | ||||||||||||||||||
Note | Warrants | Note | Warrants | Total | |||||||||||||||||
Balance – December 31, 2012 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Fair value of marketable securities on purchase date | 1,955 | 1,248 | 275 | 175 | 3,653 | ||||||||||||||||
Premium on purchase date | 45 | — | — | — | 45 | ||||||||||||||||
Discount for value of issuer warrants and conversion option | (1,248 | ) | — | (176 | ) | — | (1,424 | ) | |||||||||||||
Accretion of discount | 1,248 | — | 161 | — | 1,409 | ||||||||||||||||
Conversion of principal | (1,000 | ) | — | — | — | (1,000 | ) | ||||||||||||||
Repayments received | (1,000 | ) | — | — | — | (1,000 | ) | ||||||||||||||
Sale of instruments | — | (1,250 | ) | — | — | (1,250 | ) | ||||||||||||||
Realized gain on sale | — | 2 | — | — | 2 | ||||||||||||||||
Unrealized loss | — | — | — | (56 | ) | (56 | ) | ||||||||||||||
Balance – December 31, 2013 | $ | — | $ | — | $ | 260 | $ | 119 | $ | 379 | |||||||||||
Accretion of discount | — | — | 15 | — | 15 | ||||||||||||||||
Repayments received | — | — | (275 | ) | — | (275 | ) | ||||||||||||||
Sale of instruments | — | — | — | (215 | ) | (215 | ) | ||||||||||||||
Realized gain on sale | — | — | — | 96 | 96 | ||||||||||||||||
Balance – December 31, 2014 | $ | — | $ | — | $ | — | $ | — | $ | — | |||||||||||
Summary of Financial Liabilities | The following table summarizes the activity of the Company’s financial liabilities marked to market during the years ended December 31, 2014 and 2013 (in thousands): | ||||||||||||||||||||
Balance – December 31, 2012 | $ | — | |||||||||||||||||||
Fair value at the commitment date for equity instruments | 8,175 | ||||||||||||||||||||
Fair value at the commitment date for warrants issued | 97 | ||||||||||||||||||||
Fair value mark to market adjustment for equity instruments | 4,796 | ||||||||||||||||||||
Fair value mark to market adjustment for warrants | 58 | ||||||||||||||||||||
Conversion instruments exercised or settled | (11,979 | ) | |||||||||||||||||||
Balance – December 31, 2013 | 1,147 | ||||||||||||||||||||
Fair value mark to market adjustment for equity instruments and warrants | (374 | ) | |||||||||||||||||||
Conversion instruments exercised | (773 | ) | |||||||||||||||||||
Balance – December 31, 2014 | $ | — | |||||||||||||||||||
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Business Combinations [Abstract] | |||||
Schedule Fair Value of Assets Acquired And Liabilities Assumed | The following table summarizes the fair values of assets acquired and liabilities assumed (in thousands): | ||||
Net Tangible Assets | |||||
Current assets | $ | 3,183 | |||
Property and equipment | 1,859 | ||||
Liabilities assumed | (1,379 | ) | |||
Total net tangible assets acquired | 3,663 | ||||
Identified Intangible Assets | |||||
Customer relationships | 3,130 | ||||
Technology | 2,158 | ||||
Brand | 1,776 | ||||
Non-compete agreements | 69 | ||||
Total identified intangible assets acquired | 7,133 | ||||
Bargain purchase gain | (3,686 | ) | |||
Total purchase price allocation | $ | 7,110 | |||
Schedule of Business Acquisition, Pro Forma Information | Supplemental information on a pro forma basis is presented below for the BioZone acquisition as if the acquisition had occurred on January 1, 2013 (in thousands): | ||||
Year Ended December 31, | |||||
2013 | |||||
(Unaudited) | |||||
Pro forma revenue, net | $ | 119,120 | |||
Pro forma loss from operations | (19,031 | ) | |||
Pro forma net loss | $ | (22,576 | ) | ||
Balance_Sheet_Components_Table
Balance Sheet Components (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Balance Sheet Components [Abstract] | |||||||||||||||||
Schedule of Inventory | Inventory consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw materials | $ | 1,169 | $ | — | |||||||||||||
Work-in-process | 101 | — | |||||||||||||||
Finished goods | 19,799 | 15,772 | |||||||||||||||
Inventory | $ | 21,069 | $ | 15,772 | |||||||||||||
Schedule of Property, Plant and Equipment | Property and equipment consisted of the following as of December 31, 2014 and 2013 (in thousands): | ||||||||||||||||
As of December 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Furniture, fixtures and equipment | $ | 4,041 | $ | 1,850 | |||||||||||||
Leasehold improvements | 2,298 | 619 | |||||||||||||||
Manufacturing and lab equipment | 1,388 | — | |||||||||||||||
Vehicles | 470 | 442 | |||||||||||||||
Displays | 488 | 34 | |||||||||||||||
Website | 241 | 11 | |||||||||||||||
Construction in process | 1,511 | 1,019 | |||||||||||||||
Property and equipment, gross | 10,437 | 3,975 | |||||||||||||||
Less: Accumulated depreciation and amortization | (2,632 | ) | (1,361 | ) | |||||||||||||
Property and equipment, net | $ | 7,805 | $ | 2,614 | |||||||||||||
Schedule of Intangible Assets | Intangible assets consist of the following (in thousands): | ||||||||||||||||
As of December 31, 2014 | |||||||||||||||||
Gross Value | Accumulated | Net Carrying Value | Weighted | ||||||||||||||
Amortization | Average | ||||||||||||||||
Useful Lives | |||||||||||||||||
(years) | |||||||||||||||||
Amortized intangible assets | |||||||||||||||||
Customer relationships | $ | 3,130 | $ | (209 | ) | $ | 2,921 | 15 | |||||||||
Technology | 2,158 | (270 | ) | 1,888 | 8 | ||||||||||||
Non-compete agreements | 69 | (35 | ) | 34 | 2 | ||||||||||||
Patents | 53 | (23 | ) | 30 | 3.8 | ||||||||||||
Trademarks | 518 | (20 | ) | 498 | 4.5 | ||||||||||||
Brand | 1,776 | (118 | ) | 1,658 | 15 | ||||||||||||
Domain name | 68 | (23 | ) | 45 | 5 | ||||||||||||
Total intangible assets | 7,772 | (698 | ) | $ | 7,074 | ||||||||||||
As of December 31, 2013 | |||||||||||||||||
Gross Value | Accumulated | Net Carrying Value | Weighted | ||||||||||||||
Amortization | Average | ||||||||||||||||
Useful Lives | |||||||||||||||||
(years) | |||||||||||||||||
Amortized intangible assets | |||||||||||||||||
Trademarks | $ | 35 | $ | — | $ | 35 | — | ||||||||||
Domain name | 68 | — | 68 | — | |||||||||||||
Other long term assets | 52 | — | 52 | — | |||||||||||||
Total intangible assets | $ | 155 | — | $ | 155 | ||||||||||||
Schedule of Estimated Future Amortization Expense of Intangible Assets | As of December 31, 2014, the estimated future amortization expense of intangible assets is as follows (in thousands): | ||||||||||||||||
Year Ending December 31, | |||||||||||||||||
2015 | $ | 728 | |||||||||||||||
2016 | 694 | ||||||||||||||||
2017 | 675 | ||||||||||||||||
2018 | 663 | ||||||||||||||||
2019 | 659 | ||||||||||||||||
Thereafter | 3,655 | ||||||||||||||||
Total amortization expense | $ | 7,074 | |||||||||||||||
Other_Income_ExpenseNet_Tables
Other Income (Expense),Net (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2014 | |||||||||||||||
Other Income Expense Net [Abstract] | |||||||||||||||
Other Income (Expense),Net | During the years ended December 31, 2014, 2013 and 2012, other income (expense), net consists of the following (in thousands): | ||||||||||||||
Year Ended December 31, | |||||||||||||||
2014 | 2013 | 2012 | |||||||||||||
Other income (expense), net | |||||||||||||||
Interest income | $ | 223 | $ | 1,442 | $ | — | |||||||||
Interest expense | (201 | ) | (783 | ) | (7,335 | ) | |||||||||
Derivative expense | — | (97 | ) | (4,409 | ) | ||||||||||
Change in fair value of derivative liabilities | 374 | (4,854 | ) | 5,900 | |||||||||||
Gain (loss) on settlement of accounts payable and debt | 31 | 574 | (4,448 | ) | |||||||||||
Gain (loss) on marketable securities | (386 | ) | 445 | — | |||||||||||
Bargain purchase gain and contingent asset gain on BioZone acquisition | 5,265 | — | — | ||||||||||||
Foreign currency transaction gain (loss) | 19 | (31 | ) | 15 | |||||||||||
Other | 252 | (2 | ) | 60 | |||||||||||
Total other income (expense), net | $ | 5,577 | $ | (3,306 | ) | $ | (10,217 | ) | |||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | |||||||||
Schedule of Long Term Debt | As of December 31, 2014 and 2013, the Company’s debt consisted of the following (in thousands): | ||||||||
As of December 31, | |||||||||
2014 | 2013 | ||||||||
Revolving line of credit | $ | 8,000 | $ | 2,500 | |||||
Other | 46 | 63 | |||||||
Total debt | 8,046 | 2,563 | |||||||
Less: current portion | (8,046 | ) | (2,563 | ) | |||||
Long term debt | $ | — | $ | — | |||||
Derivative_Liabilities_Tables
Derivative Liabilities (Tables) (Series D Embedded Derivative [Member]) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Series D Embedded Derivative [Member] | |||||||||
Schedule Of Derivative Liabilities Fair Value Assumptions At Commitment and Re Measurement Date | The fair value of the Series D embedded derivative was determined during the years ended December 31, 2014 and 2013 assuming the following: | ||||||||
Commitment | Re-measurement Date | ||||||||
Date | |||||||||
Expected term (in years) | 1 year | 1 year | |||||||
Expected volatility | 120 | % | 47 | % | |||||
Risk-free interest rate | 0.14 | % | 0.13 | % | |||||
Dividend yield | 0 | % | 0 | % | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||
Commitments And Contingencies Disclosure [Abstract] | |||||||||||||||||||||||||||||
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2014, future minimum lease payments are as follows (in thousands): | ||||||||||||||||||||||||||||
Year Ending December 31, | |||||||||||||||||||||||||||||
2015 | $ | 1,176 | |||||||||||||||||||||||||||
2016 | 971 | ||||||||||||||||||||||||||||
2017 | 916 | ||||||||||||||||||||||||||||
2018 | 915 | ||||||||||||||||||||||||||||
2019 | 787 | ||||||||||||||||||||||||||||
Thereafter | 2,819 | ||||||||||||||||||||||||||||
Total minimum lease payments | $ | 7,584 | |||||||||||||||||||||||||||
Schedule of Future Minimum Lease Payments for Capital Leases | As of December 31, 2014, the Company’s future minimum lease payments are as follows (in thousands): | ||||||||||||||||||||||||||||
Year Ending December 31, | |||||||||||||||||||||||||||||
2015 | $ | 129 | |||||||||||||||||||||||||||
2016 | 117 | ||||||||||||||||||||||||||||
2017 | 34 | ||||||||||||||||||||||||||||
Total minimum lease payments | 280 | ||||||||||||||||||||||||||||
Less amounts representing interest | (15 | ) | |||||||||||||||||||||||||||
Present value of minimum lease payments | $ | 265 | |||||||||||||||||||||||||||
Contractual Obligation, Fiscal Year Maturity Schedule | The total future contractual payments are as follows (in thousands): | ||||||||||||||||||||||||||||
Year Ending December 31, | |||||||||||||||||||||||||||||
Outstanding Payments | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | Total | ||||||||||||||||||||||
Endorsement | $ | 7,090 | $ | 8,194 | $ | 9,100 | $ | 6,000 | $ | 4,167 | $ | 11,667 | $ | 46,218 | |||||||||||||||
Sponsorship | 5,055 | 1,287 | 100 | $ | 100 | — | — | 6,542 | |||||||||||||||||||||
Total | $ | 12,145 | $ | 9,481 | $ | 9,200 | $ | 6,100 | $ | 4,167 | $ | 11,667 | $ | 52,760 | |||||||||||||||
Common_Stock_and_Stockholders_1
Common Stock and Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Stockholders Equity Note [Abstract] | |||||||||||||||||||||||||
Schedule of Stockholders Equity | For the year ended December 31, 2014, the Company issued common stock including restricted stock awards, as follows: | ||||||||||||||||||||||||
Range of Value | |||||||||||||||||||||||||
Quantity | Valuation | per Share | |||||||||||||||||||||||
Transaction Type | (#) | ($ in thousands) | ($) | ||||||||||||||||||||||
Conversion of series D preferred stock to common stock | 263,000 | $ | 773 | 2.94 | |||||||||||||||||||||
BioZone acquisition (1) | 1,200,000 | 8,833 | 8.2 | ||||||||||||||||||||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements | 476,853 | 5,403 | 11.19 - 13.41 | ||||||||||||||||||||||
Stock-based compensation | 2,796,743 | 10,931 | 6.55 - 13.63 | ||||||||||||||||||||||
Total | 4,736,596 | $ | 25,940 | 2.94 - 13.63 | |||||||||||||||||||||
(1) Subsequently reduced by 350,000 shares returned to treasury with a value of $4.6 million. | |||||||||||||||||||||||||
For the year ended December 31, 2013, the Company issued common stock as follows: | |||||||||||||||||||||||||
Range of Value | |||||||||||||||||||||||||
Quantity | Valuation | per Share | |||||||||||||||||||||||
Transaction Type | (#) | ($ in thousands) | ($) | ||||||||||||||||||||||
Conversion of series D preferred stock to common stock | 2,737,000 | 11,824 | 2.80 – 7.54 | ||||||||||||||||||||||
Cash and warrants | 1,191,332 | 10,559 | 8.26 – 10.50 | ||||||||||||||||||||||
Executive/Board of Director compensation | 284,164 | 2,642 | 3.48 – 11.01 | ||||||||||||||||||||||
Employee stock compensation | 51,000 | 562 | 11.01 | ||||||||||||||||||||||
Stock issued for services and to settle liabilities | 2,217,511 | 20,213 | 4.02 – 12.99 | ||||||||||||||||||||||
Total | 6,481,007 | 45,800 | 2.80 – 12.99 | ||||||||||||||||||||||
Treasury Stock Transactions Activity | The following table presents the Company’s treasury stock transactions for the years ended December 31, 2014, 2013 and 2012: | ||||||||||||||||||||||||
Year Ended December 31, | |||||||||||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||||||||||
Number of Shares | Weighted-Average Purchase Price | Number of Shares | Weighted-Average Purchase Price | Number of Shares | Weighted-Average Purchase Price | ||||||||||||||||||||
Purchase of common stock in open market under the 2013 Stock Repurchase Plan | 105,700 | $ | 13.44 | 120,000 | $ | 7.78 | — | $ | — | ||||||||||||||||
Settlement of common stock held in escrow during BioZone acquisition (1) | 350,000 | 13.2 | — | — | — | — | |||||||||||||||||||
Exercise of repurchase rights for common stock held in escrow during BioZone acquisition | 250,000 | 10 | — | — | — | — | |||||||||||||||||||
Others | — | — | 18,825 | 13.8 | 31,096 | 14.82 | |||||||||||||||||||
Total | 705,700 | 12.1 | 138,825 | $ | 8.6 | 31,096 | $ | 14.82 | |||||||||||||||||
(1) Returned to treasury. |
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||||||||
Schedule of Restricted Stock Units Activity | The activity of restricted stock awards granted to employees and board members was as follows: | ||||||||
Unvested Restricted Stock Awards | |||||||||
Number of Shares | Weighted-Average Grant Date Fair Value | ||||||||
Unvested balance – December 31, 2011 | — | $ | — | ||||||
Granted | 129,413 | 3.48 | |||||||
Unvested balance – December 31, 2012 | 129,413 | 3.48 | |||||||
Granted | 1,569,363 | 10.97 | |||||||
Vested | (306,637 | ) | 9.95 | ||||||
Unvested balance – December 31, 2013 | 1,392,139 | 10.5 | |||||||
Granted | 1,404,604 | 12.47 | |||||||
Vested | (164,756 | ) | 6.33 | ||||||
Unvested balance – December 31, 2014 | 2,631,987 | 11.67 | |||||||
Net_Loss_Per_Share_Tables
Net Loss Per Share (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Earnings Per Share [Abstract] | |||||||||||||
Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share | The following securities were excluded from the computation of diluted net loss per share for the periods presented because including them would have been antidilutive: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options (exercise price - $425/share) | 472 | 472 | 1,847 | ||||||||||
Warrants (exercise price - $4 - $1,275/share) | 100,089 | 263,089 | 89 | ||||||||||
Unvested restricted stock | 2,631,987 | 1,392,139 | 129,412 | ||||||||||
Total common stock equivalents | 2,732,548 | 1,655,700 | 131,348 | ||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Components of Loss Before Provision for (Benefit from) Income Taxes | The components of loss before provision for (benefit from) income taxes for the years ended December 31, 2014 and 2013 are as follows (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Domestic | $ | -13,921 | $ | -18,000 | |||||||||
Foreign | 122 | 398 | |||||||||||
Loss before provision for (benefit from) income taxes | $ | -13,799 | $ | -17,602 | |||||||||
Schedule of Deferred Tax Assets and Liabilities | The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2014 and 2013, are as follows (in thousands): | ||||||||||||
As of December 31, | |||||||||||||
2014 | 2013 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 16,224 | $ | 12,682 | |||||||||
Stock compensation | — | — | |||||||||||
Other | 771 | 665 | |||||||||||
Gross deferred tax assets | 16,995 | 13,347 | |||||||||||
Valuation allowance | -12,516 | -12,721 | |||||||||||
Net deferred tax assets | 4,479 | 626 | |||||||||||
Stock compensation | -2,688 | -625 | |||||||||||
Intangibles | -1,791 | -1 | |||||||||||
Gross deferred tax liabilities | -4,479 | (626 | ) | ||||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
Schedule of Components of Income Tax Expense (Benefit) | The income tax provision for the years ended December 31, 2014, 2013 and 2012 includes the following (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current income tax expense: | |||||||||||||
Federal | $ | — | $ | — | $ | — | |||||||
State | 7 | 10 | |||||||||||
Foreign | 26 | 105 | |||||||||||
33 | 115 | — | |||||||||||
Deferred income tax provision (benefit): | |||||||||||||
Federal | — | — | |||||||||||
State | — | — | |||||||||||
Change in valuation allowance | — | — | |||||||||||
— | — | — | |||||||||||
Provision for (Benefit from) income taxes, net | $ | 33 | $ | 115 | $ | — | |||||||
Tax Expense Differences From Expected Tax Expenses | The income tax provision differs from those computed using the statutory federal tax rate of 34% due to the following (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Expected provision at statutory rate | $ | -4,692 | $ | (5,985 | ) | $ | (6,493 | ) | |||||
State tax benefit – net of federal tax effect | 5 | 757 | (419 | ) | |||||||||
Foreign income/losses taxes at different rates | -10 | (30 | ) | — | |||||||||
Bargain purchase gain and contingent asset gain | -1,790 | — | — | ||||||||||
Loss on settlement of accounts payable | — | — | 1,495 | ||||||||||
Derivative liability | -127 | 1,683 | -507 | ||||||||||
Stock based compensation | 1,209 | 2,043 | 791 | ||||||||||
Other | -21 | 438 | 45 | ||||||||||
Change in valuation allowance | 5,459 | 1,209 | 5,088 | ||||||||||
Income tax expense | $ | 33 | $ | 115 | $ | — | |||||||
Segments_Tables
Segments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Segment Reporting [Abstract] | |||||||||||||
Revenue, Net by Geographic Area | Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Revenue, net | |||||||||||||
United States | $ | 110,514 | $ | 76,750 | $ | 46,885 | |||||||
International | 66,875 | 34,128 | 20,170 | ||||||||||
Total revenue, net | $ | 177,389 | $ | 110,878 | $ | 67,055 | |||||||
Description_of_Business_and_Ba1
Description of Business and Basis of Presentation - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Subsidiaries | |
Accounting Policies [Abstract] | |
Number of wholly owned subsidiaries | 3 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Accounting Policies [Line Items] | ||||
Cash Equivalents | $0 | $0 | ||
Restricted cash | 0 | 0 | ||
Sales returns and discounts | 28,200,000 | 17,400,000 | 10,700,000 | |
Discounts and returns as a percentage of sales | 14.00% | 14.00% | 14.00% | |
Recognized Income Tax Positions Percentage | 50.00% | |||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense | $0 | $0 | $0 | $0 |
Sales Revenue, Net [Member] | Costco and Bodybuilding.com [Member] | ||||
Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 29.00% | |||
Sales Revenue, Net [Member] | Bodybuilding.com and Europa [Member] | ||||
Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 35.00% | |||
Sales Revenue, Net [Member] | Bodybuilding.com and General Nutrition Corp [Member] | ||||
Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 45.00% | |||
Accounts Receivable [Member] | Costco and Bodybuilding.com [Member] | ||||
Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 33.00% | |||
Accounts Receivable [Member] | Costco, Bodybuilding.com and Europa [Member] | ||||
Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 54.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Schedules of Concentration of Risk, by Risk Factor (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Capstone Nutrition | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 44.00% | 67.00% | 100.00% |
Nutra Blend | |||
Accounting Policies [Line Items] | |||
Concentration Risk, Percentage | 50.00% | 32.00% |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Schedule of Accounts Receivable, Net of Allowance (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Accounting Policies [Abstract] | ||||
Accounts receivable | $18,665 | $14,830 | ||
Less: allowance for discounts | -1,862 | -1,060 | -1,089 | |
Less: allowance for doubtful accounts | -159 | -29 | -25 | -197 |
Accounts receivable, net | $16,644 | $13,741 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies - Schedule of Allowances for Discount (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Allowance for discount, beginning balance | $1,060 | $1,089 | |
Charges against revenues | 28,200 | 17,441 | 10,713 |
Utilization of sales return reserve | -27,398 | -17,470 | -9,624 |
Allowance for discount, ending balance | $1,862 | $1,060 | $1,089 |
Summary_of_Significant_Account7
Summary of Significant Accounting Policies - Schedules of Allowances for Doubtful Accounts (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Accounting Policies [Abstract] | |||
Allowance for doubtful accounts, beginning balance | $29 | $25 | $197 |
Provision for doubtful accounts | 201 | 242 | 10 |
Recoveries | 1 | ||
Deductions (writeoffs) | -70 | -239 | -182 |
Foreign currency translation adjustment | -1 | ||
Allowance for doubtful accounts, ending balance | $159 | $29 | $25 |
Summary_of_Significant_Account8
Summary of Significant Accounting Policies - Estimated Useful Lives of Property and Equipment (Details) | 12 Months Ended |
Dec. 31, 2014 | |
Furniture Fixtures and Equipment [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Furniture Fixtures and Equipment [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 7 years |
Leasehold Improvements [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Leasehold Improvements | Lesser of estimated useful life or remaining lease term |
Manufacturing and Lab Equipment [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Manufacturing and Lab Equipment [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 5 years |
Vehicles [Member] | Minimum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Vehicles [Member] | Maximum [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 5 years |
Displays [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 5 years |
Website [Member] | |
Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Life (in years) | 3 years |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Summary of Financial Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Financial assets | |
Marketable securities | $379 |
Total financial assets | 379 |
Financial liabilities | |
Derivative liabilities | 1,147 |
Fuse Convertible Note [Member] | |
Financial assets | |
Marketable securities | 260 |
Fuse Warrants [Member] | |
Financial assets | |
Marketable securities | 119 |
Series D Convertible Preferred Stock [Member] | |
Financial liabilities | |
Derivative liabilities | 1,147 |
Fair Value, Inputs, Level 2 [Member] | |
Financial assets | |
Total financial assets | 379 |
Fair Value, Inputs, Level 2 [Member] | Fuse Convertible Note [Member] | |
Financial assets | |
Marketable securities | 260 |
Fair Value, Inputs, Level 2 [Member] | Fuse Warrants [Member] | |
Financial assets | |
Marketable securities | 119 |
Fair Value, Inputs, Level 2 [Member] | Series D Convertible Preferred Stock [Member] | |
Financial liabilities | |
Derivative liabilities | $1,147 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Summary of Marketable Securities and Related Warrants (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2013 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Balance | $379,000 | |||
Fair value of marketable securities on purchase date | 3,653,000 | |||
Premium on purchase date | 45,000 | |||
Discount for value of issuer warrants and conversion option | -1,424,000 | |||
Accretion of discount | 15,000 | 1,409,000 | ||
Conversion of principal | -1,000,000 | -1,069,000 | ||
Repayments received | -275,000 | -1,000,000 | ||
Sale of instruments | -215,000 | -1,250,000 | ||
Realized gain on sale | 96,000 | 2,000 | ||
Unrealized loss | -56,000 | |||
Balance | 379,000 | |||
Biozone Convertible Note [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value of marketable securities on purchase date | 1,955,000 | |||
Premium on purchase date | 45,000 | |||
Discount for value of issuer warrants and conversion option | -1,248,000 | |||
Accretion of discount | 1,248,000 | |||
Conversion of principal | -1,000,000 | -1,000,000 | ||
Repayments received | -1,000,000 | |||
Biozone Warrants [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Fair value of marketable securities on purchase date | 1,248,000 | |||
Sale of instruments | -1,250,000 | |||
Realized gain on sale | 2,000 | |||
Fuse Convertible Note [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Balance | 260,000 | |||
Fair value of marketable securities on purchase date | 275,000 | |||
Discount for value of issuer warrants and conversion option | -176,000 | |||
Accretion of discount | 15,000 | 161,000 | ||
Repayments received | -275,000 | |||
Balance | 260,000 | |||
Fuse Warrants [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Balance | 119,000 | |||
Fair value of marketable securities on purchase date | 175,000 | |||
Sale of instruments | -215,000 | |||
Realized gain on sale | 96,000 | |||
Unrealized loss | -56,000 | |||
Balance | $119,000 |
Fair_Value_of_Financial_Instru4
Fair Value of Financial Instruments - Summary of Financial Liabilities (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Fair Value Disclosures [Abstract] | |||
Balance | $1,147 | ||
Fair value at the commitment date for equity instruments | 8,175 | ||
Fair value at the commitment date for warrants issued | 97 | ||
Fair value mark to market adjustment for equity instruments | 4,796 | ||
Fair value mark to market adjustment for warrants | 58 | ||
Conversion instruments exercised or settled | -773 | -11,979 | -9,785 |
Balance | 1,147 | ||
Fair value mark to market adjustment for equity instruments and warrants | -374 | ||
Conversion instruments exercised | ($773) |
Acquisition_Additional_Informa
Acquisition - Additional Information (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
Jan. 02, 2014 | Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Bldg | |||||
Business Acquisition [Line Items] | |||||
Total purchase price allocation | $7,110,000 | ||||
Embedded Derivative, Fair Value of Embedded Derivative Liability | 444,000 | ||||
Net contingent asset | 1,500,000 | ||||
Stock Issued During Period, Shares, Acquisitions | 1,200,000 | ||||
Escrow Period | 9 months | ||||
Business Acquisition, Share Price | $10 | ||||
Bargain Purchase Gain | 3,686,000 | 5,265,000 | |||
Former Gain Contingency, Recognized in Current Period | 1,600,000 | ||||
Number of Leased Buildings Related to Gain on Settlement | 1 | ||||
Number of Treasury Shares, Acquired | 250,000 | 705,700 | 138,825 | 31,096 | |
Treasury Stock, Value, Acquired, Cost Method | 3,921,000 | 1,037,000 | 461,000 | ||
Settlement Of Common Stock Held In Escrow [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Treasury Shares, Acquired | 350,000 | ||||
Exercise Of Repurchase Rights For Common Stock Held In Escrow [Member] | |||||
Business Acquisition [Line Items] | |||||
Number of Treasury Shares, Acquired | 250,000 | ||||
Treasury Stock, Value, Acquired, Cost Method | 2,500,000 | ||||
Seller [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 600,000 | ||||
Escrow [Member] | |||||
Business Acquisition [Line Items] | |||||
Stock Issued During Period, Shares, Acquisitions | 600,000 | ||||
Number of Treasury Shares, Acquired | 600,000 | ||||
BioZone Pharmaceuticals Inc [Member] | |||||
Business Acquisition [Line Items] | |||||
Bargain Purchase Gain | $3,686,000 |
Acquisition_Schedule_Fair_Valu
Acquisition - Schedule Fair Value of Assets Acquired And Liabilities Assumed (Details) (USD $) | 0 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jan. 02, 2014 | Dec. 31, 2014 |
Net Tangible Assets | ||
Current assets | $3,183 | |
Property and equipment | 1,859 | |
Liabilities assumed | -1,379 | |
Total net tangible assets acquired | 3,663 | |
Identified Intangible Assets | ||
Total identified intangible assets acquired | 7,133 | |
Bargain purchase gain | -3,686 | -5,265 |
Total purchase price allocation | 7,110 | |
Customer relationships | ||
Identified Intangible Assets | ||
Total identified intangible assets acquired | 3,130 | |
Technology | ||
Identified Intangible Assets | ||
Total identified intangible assets acquired | 2,158 | |
Brand | ||
Identified Intangible Assets | ||
Total identified intangible assets acquired | 1,776 | |
Non-compete agreements | ||
Identified Intangible Assets | ||
Total identified intangible assets acquired | $69 |
Acquisition_Schedule_of_Busine
Acquisition - Schedule of Business Acquisition, Pro Forma Information (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Business Combinations [Abstract] | |
Pro forma revenue, net | $119,120 |
Pro forma loss from operations | -19,031 |
Pro forma net loss | ($22,576) |
Marketable_Securities_and_Issu1
Marketable Securities and Issuer Warrants - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 16 Months Ended | 1 Months Ended | |||||
Jan. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2013 | Dec. 31, 2014 | Nov. 30, 2013 | Oct. 31, 2013 | Apr. 30, 2014 | Jul. 15, 2014 | |
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 100,000 | |||||||||
Investment Warrants, Exercise Price | $11.90 | |||||||||
Premium on purchase date | $45,000 | |||||||||
Conversation of convertible debt and accrued interest for common stock | 1,000,000 | 1,069,000 | ||||||||
Repayments of notes | 17,000 | 4,405,000 | 5,848,000 | |||||||
Marketable Securities, Realized Gain (Loss), Total | 96,000 | 2,000 | ||||||||
Conversion option at renewal Debt Securities Converted | 207,000 | |||||||||
Convertible Note [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Purchase of secured convertible promissory note | 2,000,000 | |||||||||
Premium on purchase date | 45,000 | |||||||||
Discount for value of derivative instrument | 1,200,000 | |||||||||
Convertible Note [Member] | secured convertible promissory note [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Debt Instrument, Maturity Term | 1 year | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 10,000,000 | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.20 | |||||||||
Restriction on beneficial ownership limitation, Percentage of common stock outstanding upon conversion | 4.99% | |||||||||
Biozone Warrants [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 4.99% | 4.99% | ||||||||
Payments to Acquire Trading Securities Held-for-investment | 1,200,000 | 1,300,000 | ||||||||
Marketable securities premium on purchase date | 45,000 | |||||||||
Fair value assumption, investment warrants Exercise price | $0.40 | $0.40 | ||||||||
Fair value assumption, warrants expiration term | 10 years | |||||||||
Fair value assumptions, weighted average volatility rate | 70.00% | |||||||||
Warrants and Rights Outstanding | 0 | |||||||||
Biozone Warrants [Member] | secured convertible promissory note [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 10,000,000 | 10,000,000 | ||||||||
Investment Warrants, Exercise Price | $0.40 | $0.40 | ||||||||
Class of Warrant Expiration Term | 10 years | |||||||||
Biozone Convertible Note [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 5,000,000 | |||||||||
Premium on purchase date | 45,000 | |||||||||
Conversation of convertible debt and accrued interest for common stock | 1,000,000 | 1,000,000 | ||||||||
Repayments of notes | 1,000,000 | |||||||||
Repayment Of Accrued Interest | 33,000 | |||||||||
Marketable Securities, Realized Gain (Loss), Total | 14,000 | |||||||||
Fuse Convertible Note [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Discount for value of derivative instrument | 2,000 | |||||||||
Note Discount Not Yet Accreted | 10,000 | |||||||||
Fuse Convertible Note [Member] | secured convertible promissory note [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Purchase of secured convertible promissory note | 200,000 | |||||||||
Debt Instrument, Maturity Term | 90 days | |||||||||
Debt Instrument, Interest Rate, Stated Percentage | 10.00% | |||||||||
Debt Conversion, Converted Instrument, Shares Issued | 3,076,923 | |||||||||
Debt Instrument, Convertible, Conversion Price | $0.02 | $0.07 | ||||||||
Restriction on beneficial ownership limitation, Percentage of common stock outstanding upon conversion | 9.99% | |||||||||
Debt Instrument Additional Fund Amount | 75,000 | |||||||||
Notes, Loans and Financing Receivable, Net, Current, Total | 275,000 | |||||||||
Common shares issuable upon conversion of convertible note | 13,750,000 | |||||||||
Debt Instrument Maturity Date | 3-Jan-19 | |||||||||
Fuse Warrants [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Payments to Acquire Trading Securities Held-for-investment | 175,000 | |||||||||
Sale Of Convertible Notes And Warrants | $215,000 | |||||||||
Fuse Warrants [Member] | secured convertible promissory note [Member] | ||||||||||
Schedule Of Available For Sale Securities [Line Items] | ||||||||||
Debt Conversion, Converted Instrument, Shares Issued | 9,165,750 | 9,165,750 | ||||||||
Investment Warrants, Exercise Price | $0.07 | $0.07 | ||||||||
Class of Warrant Expiration Term | 5 years |
Balance_Sheet_Components_Addit
Balance Sheet Components - Additional Information (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 01, 2013 | |
Balance Sheet Related Disclosures [Abstract] | ||||
Other Inventory, Purchased Goods, Gross | $4,700,000 | |||
Depreciation and amortization expense | 1,300,000 | 709,000 | 475,000 | |
Amortization of intangible assets | 698,000 | 0 | 0 | |
Reduction in amortized expense from cumulative adjustment to amortization of intangible assets | $430,000 |
Balance_Sheet_Components_Sched
Balance Sheet Components - Schedule of Inventory (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventory Net [Abstract] | ||
Raw materials | $1,169 | |
Work-in-process | 101 | |
Finished goods | 19,799 | 15,772 |
Inventory | $21,069 | $15,772 |
Balance_Sheet_Components_Sched1
Balance Sheet Components - Schedule of Property, Plant and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $10,437 | $3,975 |
Less: Accumulated depreciation and amortization | -2,632 | -1,361 |
Property and equipment, net | 7,805 | 2,614 |
Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 4,041 | 1,850 |
Leasehold Improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,298 | 619 |
Manufacturing and Lab Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,388 | |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 470 | 442 |
Displays [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 488 | 34 |
Website [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 241 | 11 |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $1,511 | $1,019 |
Balance_Sheet_Components_Sched2
Balance Sheet Components - Schedule of Intangible Assets (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | ($698) | |
Finite-Lived Intangible Assets, Net, Total | 7,074 | |
Intangible Assets, Gross (Excluding Goodwill), Total | 7,772 | 155 |
Intangible Assets, Net (Excluding Goodwill), Total | 7,074 | 155 |
Other long term assets [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 52 | |
Finite-Lived Intangible Assets, Net, Total | 52 | |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 3,130 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -209 | |
Finite-Lived Intangible Assets, Net, Total | 2,921 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Technology | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,158 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -270 | |
Finite-Lived Intangible Assets, Net, Total | 1,888 | |
Finite-Lived Intangible Asset, Useful Life | 8 years | |
Non-compete agreements | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 69 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -35 | |
Finite-Lived Intangible Assets, Net, Total | 34 | |
Finite-Lived Intangible Asset, Useful Life | 2 years | |
Patents [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 53 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -23 | |
Finite-Lived Intangible Assets, Net, Total | 30 | |
Finite-Lived Intangible Asset, Useful Life | 3 years 9 months 18 days | |
Trademarks [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 518 | 35 |
Finite-Lived Intangible Assets, Accumulated Amortization | -20 | |
Finite-Lived Intangible Assets, Net, Total | 498 | 35 |
Finite-Lived Intangible Asset, Useful Life | 4 years 6 months | |
Brand | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 1,776 | |
Finite-Lived Intangible Assets, Accumulated Amortization | -118 | |
Finite-Lived Intangible Assets, Net, Total | 1,658 | |
Finite-Lived Intangible Asset, Useful Life | 15 years | |
Domain name [Member] | ||
Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 68 | 68 |
Finite-Lived Intangible Assets, Accumulated Amortization | -23 | |
Finite-Lived Intangible Assets, Net, Total | $45 | $68 |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Balance_Sheet_Components_Sched3
Balance Sheet Components - Schedule of Estimated Future Amortization Expense of Intangible Assets (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2015 | $728 |
2016 | 694 |
2017 | 675 |
2018 | 663 |
2019 | 659 |
Thereafter | 3,655 |
Finite-Lived Intangible Assets, Net, Total | $7,074 |
Other_Income_Expensenet_Detail
Other Income (Expense),net (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Other income (expense), net | ||||
Interest income | $223 | $1,442 | ||
Interest expense | -201 | -783 | -7,335 | |
Derivative expense | -97 | -4,409 | ||
Change in fair value of derivative liabilities | 374 | -4,854 | 5,900 | |
Gain (loss) on settlement of accounts payable and debt | 31 | 574 | -4,448 | |
Gain (loss) on marketable securities | -386 | 445 | ||
Bargain purchase gain and contingent asset gain on BioZone acquisition | 3,686 | 5,265 | ||
Foreign currency transaction gain (loss) | 19 | -31 | 15 | |
Other | 252 | -2 | 60 | |
Total other income (expense), net | $5,577 | ($3,306) | ($10,217) |
Debt_Schedule_of_Long_Term_Deb
Debt - Schedule of Long Term Debt (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Debt Disclosure [Abstract] | ||
Revolving line of credit | $8,000 | $2,500 |
Other debt obligations | 46 | 63 |
Total debt | 8,046 | 2,563 |
Less: current portion | -8,046 | -2,563 |
Long term debt | $0 | $0 |
Debt_Additional_Information_De
Debt - Additional Information (Details) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | |
Debt Instrument [Line Items] | ||||
Restricted cash | $2,500,000 | $2,500,000 | ||
Borrowings | 7,918,000 | 2,492,000 | ||
Fleet Lease Program | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 1,800,000 | |||
Fleet Lease Program | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of vehicles for lease | 50 | |||
Banking Institution One | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 2,500,000 | 2,500,000 | ||
Line of Credit Facility, Expiration Date | 15-Sep-14 | |||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||
Line of Credit Facility, Interest Rate Description | prime plus 2% | |||
Banking Institution Two | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Line of Credit Facility, Maximum Borrowing Capacity | 8,000,000 | |||
Line of Credit Facility, Expiration Date | 12-Sep-17 | |||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | |||
Line of Credit Facility, Interest Rate Description | prime rate plus 2% | |||
Debt Instrument, Interest Rate During Period | 5.25% | |||
Payment of debt issuance costs | 82,000 | |||
Debt Instrument, Restrictive Covenants | In addition, the facility requires compliance by the Company with the following covenants: during each quarter the outstanding principal balance of the line of credit must be reduced and maintained below $3 million for a minimum of 14 non-consecutive days, maintain a minimum market capitalization of $65 million, maintain quarterly average balance in excess of $1.2 million, maintain specific debt service and current ratios. | |||
Maximum required facility compliance covenant | 3,000,000 | |||
Minimum market capitalization covenant maintained | 65,000,000 | |||
Compensating Balance, Cash Amount | 1,200,000 | |||
Debt Instrument, Covenant Compliance | The Company was not in compliance with these covenants as of December 31, 2014, but received a written waiver from the bank for this non-compliance | |||
Lines Of Credit Remaining Borrowing Capacity | $0 |
Derivative_Liabilities_Additio
Derivative Liabilities - Additional Information (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2012 | Jan. 31, 2013 | Jul. 15, 2014 | |
Disclosure Derivative Liabilities Additional Information Details [Line Items] | |||||
Investment Warrants, Exercise Price | $11.90 | ||||
Warrants Issued To Purchase of Common Stock | 40,000 | ||||
Warrant [Member] | |||||
Disclosure Derivative Liabilities Additional Information Details [Line Items] | |||||
Warrants Issued to Purchase Shares of Common Stock in Conjunction With Debt Settlement | 500,721 | ||||
Warrants Expiration Term Description | Each warrant vests six months after issuance and expire during the year ended December 31, 2014, with exercise prices ranging from $10.20 - $12.75. All warrants contain anti-dilution rights and were treated as derivative liabilities. | ||||
Class of Warrant or Right, Outstanding | 0 | ||||
Warrant [Member] | Minimum [Member] | |||||
Disclosure Derivative Liabilities Additional Information Details [Line Items] | |||||
Investment Warrants, Exercise Price | 10.2 | ||||
Warrant [Member] | Maximum [Member] | |||||
Disclosure Derivative Liabilities Additional Information Details [Line Items] | |||||
Investment Warrants, Exercise Price | 12.75 | ||||
Series D Preferred Stock [Member] | |||||
Disclosure Derivative Liabilities Additional Information Details [Line Items] | |||||
Sale of convertible preferred stock | 1,500,000 | ||||
Proceeds from sale of preferred stock | $12,000,000 | ||||
Reclassified additional paid-in capital | $773,000 |
Derivative_Liabilities_Schedul
Derivative Liabilities - Schedule of Derivative Liabilities Fair Value Assumptions at Commitment and Re-Measurement Date (Details) (Series D Embedded Derivative [Member]) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitment Date [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value assumption, warrants expiration term | 1 year | 1 year |
Expected volatility | 120.00% | 120.00% |
Risk-free interest rate | 0.14% | 0.14% |
Dividend yield | 0.00% | 0.00% |
Re Measurement Date [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Fair value assumption, warrants expiration term | 1 year | 1 year |
Expected volatility | 47.00% | 47.00% |
Risk-free interest rate | 0.13% | 0.13% |
Dividend yield | 0.00% | 0.00% |
Commitments_and_Contingencies_1
Commitments and Contingencies - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Commitments And Contingencies Disclosure [Abstract] | |||
Operating Lease Expire Term | 2029 | ||
Operating Leases, Rent Expense, Net | $1,300,000 | $608,000 | $338,000 |
Capital Lease Expire Term | 2017 | ||
Capital Leases, Balance Sheet, Assets by Major Class, Net, Total | 356,000 | 84,000 | |
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Accumulated Depreciation | 32,000 | 0 | |
Capital lease - short term | 118,000 | 27,000 | |
Capital Lease Obligations, Noncurrent | 146,000 | 59,000 | |
Capital Lease Obligations | 265,000 | 81,000 | |
Product Liability Insurance Deduction | 10,000 | ||
Aggregate Product Liability Retained Loss | 20,000,000 | ||
Lease expiration term | 2018 | ||
Contractual Obligation, fair value | $52,800,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Year Ending December 31, | |
2015 | $1,176 |
2016 | 971 |
2017 | 916 |
2018 | 915 |
2019 | 787 |
Thereafter | 2,819 |
Total minimum lease payments | $7,584 |
Commitments_and_Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Lease Payments for Capital Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Year Ending December 31, | |
2015 | $129 |
2016 | 117 |
2017 | 34 |
Total minimum lease payments | 280 |
Less amounts representing interest | -15 |
Present value of minimum lease payments | $265 |
Commitments_and_Contingencies_4
Commitments and Contingencies - Contractual Obligation, Fiscal Year Maturity Schedule (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2015 | $12,145 |
2016 | 9,481 |
2017 | 9,200 |
2018 | 6,100 |
2019 | 4,167 |
Thereafter | 11,667 |
Contractual Obligation, Total | 52,760 |
Endorsement [Member] | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2015 | 7,090 |
2016 | 8,194 |
2017 | 9,100 |
2018 | 6,000 |
2019 | 4,167 |
Thereafter | 11,667 |
Contractual Obligation, Total | 46,218 |
Sponsorship [Member] | |
Contractual Obligation Fiscal Year Maturity [Line Items] | |
2015 | 5,055 |
2016 | 1,287 |
2017 | 100 |
2018 | 100 |
Contractual Obligation, Total | $6,542 |
Common_Stock_and_Stockholders_2
Common Stock and Stockholders' Equity - Additional Information (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||
Oct. 31, 2014 | Nov. 30, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 10, 2013 | |
Stockholders Equity Disclosure [Line Items] | ||||||
Stockholders' Equity, Reverse Stock Split | In November 2012, the Company (i) effected a 1-for-850 reverse stock split of the common stock, including a proportionate reduction in the number of authorized shares of the common stock, and (ii) amended the articles of incorporation to increase the number of authorized shares of common stock (post reverse stock split) to 100,000,000. | |||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 0.00117 | |||||
Common Stock, shares authorized | 100,000,000 | 100,000,000 | ||||
Number of Treasury Shares, Acquired | 250,000 | 705,700 | 138,825 | 31,096 | ||
Treasury Stock, Value, Acquired, Cost Method | $3,921,000 | $1,037,000 | $461,000 | |||
Stock Repurchased During Period Per Share | $12.10 | $8.60 | $14.82 | |||
Number of Treasury Shares, Acquired, Per Share | $10 | |||||
Common Shares Repurchased Value | 1,200,000 | |||||
Gain Loss On Repurchase Of Common Stock | 156,000 | |||||
Escrow [Member] | ||||||
Stockholders Equity Disclosure [Line Items] | ||||||
Number of Treasury Shares, Acquired | 350,000 | |||||
Stock Repurchase Plan [Member] | ||||||
Stockholders Equity Disclosure [Line Items] | ||||||
Number of Treasury Shares, Acquired | 105,700 | 120,000 | ||||
Treasury Stock, Value, Acquired, Cost Method | 1,400,000 | 934,000 | ||||
Stock Repurchased During Period Per Share | $13.44 | |||||
Board of Directors Chairman [Member] | ||||||
Stockholders Equity Disclosure [Line Items] | ||||||
Stock Repurchased Maximum Value | $5,000,000 | |||||
Post Amendment Of Articles Of Incorporation [Member] | ||||||
Stockholders Equity Disclosure [Line Items] | ||||||
Common Stock, shares authorized | 100,000,000 |
Common_Stock_and_Stockholders_3
Common Stock and Stockholders' Equity - Schedule of Stockholders Equity (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Jan. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Class Of Stock [Line Items] | |||||
Conversion of series D preferred stock to common stock, Quantity | 263,000 | 2,737,000 | |||
BioZone acquisition (In shares) | 1,200,000 | ||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements, Quantity | 476,853 | ||||
Stock-based compensation, Quantity | 2,796,743 | ||||
Total, Quantity | 4,736,596 | 6,481,007 | |||
Conversion of series D preferred stock to common stock, Valuation | $773,000 | $11,824,000 | |||
BioZone acquisition, Valuation | 4,213,000 | ||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements | 5,403,000 | ||||
Stock-based compensation, Valuation | 10,931,000 | ||||
Total, Valuation | 25,940,000 | ||||
Conversion of series D preferred stock to common stock, Range of Value per Share | $2.94 | ||||
Cash and warrants, Quantity | 1,191,332 | ||||
Employee stock compensation, Quantity | 51,000 | ||||
Services - third parties (in shares) | 2,217,511 | ||||
Cash and warrants, Valuation | 130,000 | 10,559,000 | 1,660,000 | ||
Employee stock compensation, Valuation | 562,000 | ||||
Stock issued for services and to settle liabilities, Valuation | 20,213,000 | ||||
Total, Valuation | 45,800,000 | ||||
Employee stock compensation, Range of Value per Share | $11.01 | ||||
Executive/Board of Director | |||||
Class Of Stock [Line Items] | |||||
Stock-based compensation, Quantity | 284,164 | ||||
Stock-based compensation, Valuation | 2,642,000 | ||||
Minimum [Member] | |||||
Class Of Stock [Line Items] | |||||
Conversion of series D preferred stock to common stock, Range of Value per Share | $2.80 | ||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements, Range of Value per Share | $11.19 | ||||
Stock-based compensation, Range of Value per Share | $6.55 | ||||
Total, Range of Value per Share | $2.94 | ||||
Cash and warrants, Range of Value per Share | $8.26 | ||||
Stock issued for services and to settle liabilities, Range of Value per Share | $4.02 | ||||
Total, Range of Value per Share | $2.80 | ||||
Minimum [Member] | Executive/Board of Director | |||||
Class Of Stock [Line Items] | |||||
Stock-based compensation, Range of Value per Share | $3.48 | ||||
Maximum [Member] | |||||
Class Of Stock [Line Items] | |||||
Conversion of series D preferred stock to common stock, Range of Value per Share | $7.54 | ||||
Deferred stock compensation on restricted stock awards issued for endorsement agreements, Range of Value per Share | $13.41 | ||||
Stock-based compensation, Range of Value per Share | $13.63 | ||||
Total, Range of Value per Share | $13.63 | ||||
Cash and warrants, Range of Value per Share | $10.50 | ||||
Stock issued for services and to settle liabilities, Range of Value per Share | $12.99 | ||||
Total, Range of Value per Share | $12.99 | ||||
Maximum [Member] | Executive/Board of Director | |||||
Class Of Stock [Line Items] | |||||
Stock-based compensation, Range of Value per Share | $11.01 | ||||
BioZone [Member] | |||||
Class Of Stock [Line Items] | |||||
BioZone acquisition (In shares) | 1,200,000 | [1] | |||
BioZone acquisition, Valuation | $8,833,000 | ||||
BioZone acquisition, Range of Value per Share | $8.20 | ||||
[1] | Subsequently reduced by 350,000 shares returned to treasury with a value of $4.6 million. |
Common_Stock_and_Stockholders_4
Common Stock and Stockholders' Equity - Schedule of Stockholders Equity (Parenthetical) (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Class Of Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 250,000 | 705,700 | 138,825 | 31,096 | |
Treasury Stock, Value, Acquired, Cost Method | $3,921,000 | $1,037,000 | $461,000 | ||
Settlement Of Common Stock Held In Escrow [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 350,000 | ||||
Settlement Of Common Stock Held In Escrow [Member] | BioZone [Member] | |||||
Class Of Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 350,000 | [1] | |||
Treasury Stock, Value, Acquired, Cost Method | $4,600,000 | ||||
[1] | Returned to treasury. |
Common_Stock_and_Stockholders_5
Common Stock and Stockholders' Equity - Schedule of Treasury Stock Transactions Activity (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Oct. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 250,000 | 705,700 | 138,825 | 31,096 | |
Weighted-Average Purchase Price of Treasury Shares Acquired | $12.10 | $8.60 | $14.82 | ||
2013 Stock Repurchase Plan [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 105,700 | 120,000 | |||
Weighted-Average Purchase Price of Treasury Shares Acquired | $13.44 | $7.78 | |||
Settlement Of Common Stock Held In Escrow [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 350,000 | ||||
Settlement Of Common Stock Held In Escrow [Member] | BioZone [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 350,000 | [1] | |||
Weighted-Average Purchase Price of Treasury Shares Acquired | $13.20 | [1] | |||
Exercise Of Repurchase Rights For Common Stock Held In Escrow [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 250,000 | ||||
Exercise Of Repurchase Rights For Common Stock Held In Escrow [Member] | BioZone [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 250,000 | ||||
Weighted-Average Purchase Price of Treasury Shares Acquired | $10 | ||||
Others [Member] | |||||
Equity Class Of Treasury Stock [Line Items] | |||||
Number of Treasury Shares, Acquired | 18,825 | 31,096 | |||
Weighted-Average Purchase Price of Treasury Shares Acquired | $13.80 | $14.82 | |||
[1] | Returned to treasury. |
Preferred_stock_Additional_Inf
Preferred stock - Additional Information (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 2 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Aug. 01, 2011 | Sep. 30, 2013 | Mar. 31, 2012 | Oct. 31, 2011 | Jan. 31, 2013 | Feb. 28, 2013 | |
Officers | |||||||||
Stockholders Equity Disclosure [Line Items] | |||||||||
Preferred stock, shares issued | 0 | 131,500 | |||||||
Cash (in shares) | 1,191,332 | ||||||||
Stock issued to settle accounts payable and due to factor | $130,000 | $10,559,000 | $1,660,000 | ||||||
Stock Issued During Period Shares New Issues For Services | 2,217,511 | ||||||||
Services - third parties | 20,213,000 | ||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | 11,304,000 | ||||||||
Preferred Stock, conversion basis | Each share of Series D convertible preferred stock is convertible into two shares of common stock, subject to adjustment. | ||||||||
Preferred Stock, Shares Outstanding | 0 | 131,500 | |||||||
Convertible preferred stock converted to common stock | 2 | ||||||||
Dividends | 0 | ||||||||
Common Stock [Member] | |||||||||
Stockholders Equity Disclosure [Line Items] | |||||||||
Cash (in shares) | 1,191,332 | 199,422 | |||||||
Stock issued to settle accounts payable and due to factor | 1,000 | ||||||||
Conversion of debt (in shares) | 290,961 | ||||||||
Series B Preferred Stock [Member] | |||||||||
Stockholders Equity Disclosure [Line Items] | |||||||||
Preferred stock, shares issued | 51 | ||||||||
Number of officers | 2 | ||||||||
Preferred Stock Share Retired | 51 | ||||||||
Series C Convertible Preferred Stock [Member] | |||||||||
Stockholders Equity Disclosure [Line Items] | |||||||||
Cash (in shares) | 190 | 190 | |||||||
Stock issued to settle accounts payable and due to factor | 190,000 | ||||||||
Stock Issued During Period Shares New Issues For Cash | 100 | ||||||||
Stock Issued During Period Value New Issues For Cash | 100,000 | ||||||||
Stock Issued During Period Price Per Share For Cash | $1,000 | ||||||||
Stock Issued During Period Shares New Issues For Services | 90 | ||||||||
Services - third parties | 90,000 | ||||||||
Stock Issued During Period Price Per Share For Services | $1,000 | ||||||||
Conversion of debt (in shares) | 22,353 | ||||||||
Stock Issued During Period Shares Conversion Of Convertible Securities Price Per Share | $0.01 | ||||||||
Stock Issued During Period Shares Conversion Of Convertible Securities Loss | 615,000 | ||||||||
Series D Convertible Preferred Stock [Member] | |||||||||
Stockholders Equity Disclosure [Line Items] | |||||||||
Cash (in shares) | 1,500,000 | ||||||||
Conversion of debt (in shares) | 263,000 | 2,737,000 | |||||||
Preferred stock, shares authorized | 1,600,000 | ||||||||
Preferred Shares Issued, Price Per Share | $8 | ||||||||
Proceeds from Issuance of Preferred Stock and Preference Stock | $12,000,000 | ||||||||
Preferred Stock, conversion basis | The Series D convertible preferred stock was convertible into two shares of common stock | ||||||||
Series D Convertible Preferred Stock [Member] | Common Stock [Member] | |||||||||
Stockholders Equity Disclosure [Line Items] | |||||||||
Conversion of debt (in shares) | 131,500 | 1,368,500 |
StockBased_Compensation_Additi
Stock-Based Compensation - Additional Information (Details) (USD $) | 1 Months Ended | 0 Months Ended | 12 Months Ended | |||
Jul. 31, 2014 | Sep. 30, 2014 | Apr. 30, 2010 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Etw Corp | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted common stock issued | 446,853 | |||||
Restricted stock, value | $5,000,000 | |||||
Consulting Agreement | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted common stock issued | 30,000 | |||||
Restricted stock, value | 402,000 | |||||
2010 Stock Incentive Plan | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Number of shares issuable, maximum | 5,883 | |||||
Stock option plan, shares granted during period | 3,260 | |||||
Stock options contractual term | 5 years | |||||
Fair value of options vested | 631,000 | |||||
Stock options outstanding shares | 472 | |||||
Exercise price of out standing per share value | $425 | |||||
Exercisable weighted period of remaining contractual life | 3 months | |||||
Weighted intrinsic value | 0 | |||||
Restricted Stock | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock awards granted | 17,500,000 | 17,200,000 | 450,000 | |||
Total unrecognized expense for unvested restricted stock awards | $31,500,000 | |||||
Total unrecognized expense for unvested restricted stock awards, weighted average period (in years) | 2 years 7 months 6 days |
ShareBased_Compensation_Schedu
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Details) (Restricted Stock, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Restricted Stock | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Number of Shares, Unvested Beginning Balance | 1,392,139 | 129,413 | |
Number of Shares, Granted | 1,404,604 | 1,569,363 | 129,413 |
Number of Shares, Vested | -164,756 | -306,637 | |
Number of Shares, Unvested Ending Balance | 2,631,987 | 1,392,139 | 129,413 |
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance | $10.50 | $3.48 | |
Weighted-Average Grant Date Fair Value, Granted | $12.47 | $10.97 | $3.48 |
Weighted-Average Grant Date Fair Value, Vested | $6.33 | $9.95 | |
Weighted-Average Grant Date Fair Value, Unvested Ending Balance | $11.67 | $10.50 | $3.48 |
Defined_Contribution_Plan_Addi
Defined Contribution Plan - Additional Information (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Compensation And Retirement Disclosure [Abstract] | |||
Noncash Contribution Expense | $17,500 | ||
Defined Contribution Plan, Employer Discretionary Contribution Amount | $299,000 | $61,000 | $43,000 |
Net_Loss_Per_Share_Computation
Net Loss Per Share - Computation of Diluted Net Loss Per Share (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Class Of Stock [Line Items] | |||
Total common stock equivalents | 2,732,548 | 1,655,700 | 131,348 |
Warrant [Member] | |||
Class Of Stock [Line Items] | |||
Total common stock equivalents | 100,089 | 263,089 | 89 |
Stock Options (Exercise Price - $425/Share) [Member] | |||
Class Of Stock [Line Items] | |||
Total common stock equivalents | 472 | 472 | 1,847 |
Restricted Stock | |||
Class Of Stock [Line Items] | |||
Total common stock equivalents | 2,631,987 | 1,392,139 | 129,412 |
Net_Loss_Per_Share_Computation1
Net Loss Per Share - Computation of Diluted Net Loss Per Share (Parenthetical) (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Stock Options (Exercise Price - $425/Share) [Member] | |||
Class Of Stock [Line Items] | |||
Exercise price per share | $425 | $425 | $425 |
Minimum [Member] | Warrant [Member] | |||
Class Of Stock [Line Items] | |||
Exercise price per share | $4 | $4 | $4 |
Maximum [Member] | Warrant [Member] | |||
Class Of Stock [Line Items] | |||
Exercise price per share | $1,275 | $1,275 | $1,275 |
Endorsement_Agreements_Additio
Endorsement Agreements - Additional Information (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |
Jul. 15, 2014 | Dec. 31, 2014 | Jul. 03, 2014 | Dec. 31, 2013 | |
Endorsement Agreement Disclosure [Line Items] | ||||
Warrants to purchase common stock | 100,000 | |||
Weighted Average Exercise Price, Balance (in dollars per share) | $11.90 | |||
Warrants vesting period | 24 months | |||
Contractual term of warrants | 5 years | |||
Expected term (in years) | 5 years | |||
Fair value of warrants, assumption, risk free interest rate | 1.70% | |||
Fair value of warrants, assumption, dividend yield | 0.00% | |||
Fair value of warrants, assumption, expected volatility | 55.00% | |||
Advertising and Promotion Expense [Member] | ||||
Endorsement Agreement Disclosure [Line Items] | ||||
Warrant expense | 130,000 | |||
Marine MP LLC [Member] | ||||
Endorsement Agreement Disclosure [Line Items] | ||||
Restricted common stock, shares issued value | 8,500,000 | |||
Prepaid Expense | 4,500,000 | 7,300,000 | ||
Etw Corp | ||||
Endorsement Agreement Disclosure [Line Items] | ||||
Restricted common stock, shares issued value | 5,000,000 | |||
Prepaid Expense | 4,400,000 | |||
Restricted common stock, shares issued | 446,853 |
Income_Taxes_Components_of_Los
Income Taxes - Components of Loss Before Provision for (Benefit from) Income Taxes (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Income Tax Disclosure [Abstract] | ||
Domestic | ($13,921) | ($18,000) |
Foreign | 122 | 398 |
Loss before provision for (benefit from) income taxes | ($13,799) | ($17,602) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Line Items] | ||||
Operating Loss Carryforwards | $45,900,000 | |||
Deferred Tax Assets, Operating Loss Carryforwards, State and Local | 12,600,000 | |||
Undistributed Earnings of Foreign Subsidiaries | 574,000 | |||
Real Estate Owned, Valuation Allowance, Amounts Applied | 12,516,000 | 12,721,000 | ||
Net change in valuation allowance | -200,000 | |||
Income tax expense | 33,000 | 115,000 | ||
Current Foreign Tax Expense (Benefit) | 26,000 | 105,000 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | 34.00% | |
Unrecognized Tax Benefits | $0 | $0 | $0 | $0 |
Maximum [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Future Taxable Income Expiring Term | 31-Dec-30 | |||
Minimum [Member] | ||||
Income Tax Disclosure [Line Items] | ||||
Future Taxable Income Expiring Term | 31-Dec-33 |
Income_Taxes_Schedule_of_Defer
Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ||
Net operating loss carryforwards | $16,224 | $12,682 |
Other | 771 | 665 |
Gross deferred tax assets | 16,995 | 13,347 |
Valuation allowance | -12,516 | -12,721 |
Net deferred tax assets | 4,479 | 626 |
Stock compensation | -2,688 | -625 |
Intangibles | -1,791 | -1 |
Gross deferred tax liabilities | -4,479 | -626 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Schedule_of_Compo
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Current income tax expense: | ||
State | $7 | $10 |
Foreign | 26 | 105 |
Current Income Tax Expense (Benefit), Total | 33 | 115 |
Deferred income tax provision (benefit): | ||
Provision for (Benefit from) income taxes, net | $33 | $115 |
Income_Taxes_Tax_Expense_Diffe
Income Taxes - Tax Expense Differences From Expected Tax Expenses (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Expected provision at statutory rate | ($4,692) | ($5,985) | ($6,493) |
State tax benefit – net of federal tax effect | 5 | 757 | -419 |
Foreign income/losses taxes at different rates | -10 | -30 | |
Bargain purchase gain and contingent asset gain | -1,790 | ||
Loss on settlement of accounts payable | 1,495 | ||
Derivative liability | -127 | 1,683 | -507 |
Stock based compensation | 1,209 | 2,043 | 791 |
Other | -21 | 438 | 45 |
Change in valuation allowance | 5,459 | 1,209 | 5,088 |
Provision for (Benefit from) income taxes, net | $33 | $115 |
Revenue_Net_by_Geographic_Area
Revenue, Net by Geographic Area (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue, net | |||
Revenue, net | $177,389 | $110,878 | $67,055 |
United States [Member] | |||
Revenue, net | |||
Revenue, net | 110,514 | 76,750 | 46,885 |
International [Member] | |||
Revenue, net | |||
Revenue, net | $66,875 | $34,128 | $20,170 |
Related_Party_Transactions_Add
Related Party Transactions - Additional Information (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 16, 2013 | |
sqft | ||||
Related Party Transaction [Line Items] | ||||
Operating Leases, Rent Expense, Net | $1,300,000 | $608,000 | $338,000 | |
Deferred Compensation Arrangements, Overall, Description | The Company purchased split dollar life insurance policies on certain key executives. These policies provide a split of 50% of the death benefit proceeds to the Company and 50% to the officer’s designated beneficiaries. | |||
Split of death benefit proceeds | 50.00% | |||
Hamilton, Ontario, Canada | ||||
Related Party Transaction [Line Items] | ||||
Lease Expiration Date | 31-Mar-16 | |||
Bodybuilding.com [Member] | ||||
Related Party Transaction [Line Items] | ||||
Revenue from Related Parties | 24,000,000 | 29,800,000 | 23,300,000 | |
Due from Related Parties | 1,900,000 | 2,000,000 | ||
Purchase of marketing services | 1,400,000 | |||
VP and General Manager [Member] | ||||
Related Party Transaction [Line Items] | ||||
Operating Leases, Rent Expense, Net | 86,000 | 75,000 | 59,000 | |
Frost Real Estate Holdings, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Rent expenses | $54,000 | $13,000 | ||
Area of Land | 1,437 | |||
Term of Lease | 3 years | |||
Lease, Renewal Term | 3 years |
Subsequent_Events_Additional_I
Subsequent Events - Additional Information (Details) (USD $) | 0 Months Ended | |||||||
Feb. 24, 2015 | Mar. 02, 2015 | Dec. 31, 2014 | Jul. 15, 2014 | Dec. 31, 2013 | Mar. 03, 2015 | Feb. 10, 2015 | Feb. 20, 2015 | |
Subsequent Event [Line Items] | ||||||||
common stock, par value | $0.00 | $0.00 | ||||||
Investment Warrants, Exercise Price | $11.90 | |||||||
Subsequent Event | A N B Bank | ||||||||
Subsequent Event [Line Items] | ||||||||
Principal amount of promissory note | $4,000,000 | |||||||
Debt Instrument Maturity Date | 20-Feb-18 | |||||||
Treasury Share Used To Secure Promissory Note | 860,900 | |||||||
Interest rate | 5.25% | |||||||
Default Interest Rate | 28.00% | |||||||
Debt Issuance Costs | 40,000 | |||||||
Subsequent Event | Worldwide Apparel L L C | ||||||||
Subsequent Event [Line Items] | ||||||||
Restricted common stock share agreed to be issued | 170,000 | |||||||
Consideration pursuant to third party agreement | 850,000 | |||||||
Subsequent Event | Worldwide Apparel L L C | Common Stock To Be Issued With In Five Business Days Of Execution Of Agreement | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock share agreed to be issued | 127,500 | |||||||
Subsequent Event | Worldwide Apparel L L C | Common Stock To Be Held In Escrow | ||||||||
Subsequent Event [Line Items] | ||||||||
Common stock share agreed to be issued | 42,500 | |||||||
Subsequent Event | Capstone | ||||||||
Subsequent Event [Line Items] | ||||||||
Long-term purchase commitment, amount | 90,000,000 | |||||||
Contribution toward Capstone Facility Build- | 2,500,000 | |||||||
Subsequent Event | I N I | ||||||||
Subsequent Event [Line Items] | ||||||||
Percentage ownership interest agreed to purchase | 19.90% | |||||||
Investment Warrants, Exercise Price | $0.01 | |||||||
Aggregate enterprise value | $200,000,000 | |||||||
Subsequent Event | I N I | Common Class B | ||||||||
Subsequent Event [Line Items] | ||||||||
common stock, par value | $0.00 |