MusclePharm (MSLPQ) 10-K 2 Apr 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Mar. 20, 2018	Jun. 30, 2017
Document And Entity Information [Abstract]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	FY
Trading Symbol	MSLP
Entity Registrant Name	MusclePharm Corp
Entity Central Index Key	1,415,684
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		14,650,554
Entity Public Float			$ 24,000

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 6,228	$ 4,943
Accounts receivable, net of allowance for doubtful accounts of $1,363 and $462, respectively	16,668	13,353
Inventory	6,484	8,568
Prepaid giveaways	89	205
Prepaid expenses and other current assets	993	1,725
Total current assets	30,462	28,794
Property and equipment, net	1,822	3,243
Intangible assets, net	1,317	1,638
Other assets	225	421
TOTAL ASSETS	33,826	34,096
Current liabilities:
Accounts payable	11,742	9,625
Accrued liabilities	7,761	9,051
Accrued restructuring charges, current	595	614
Obligation under secured borrowing arrangement	5,385	2,681
Convertible notes with a related party, net of discount	0	16,465
Line of credit	3,000	0
Total current liabilities	28,483	38,436
Convertible notes with a related party, net of discount	16,669	0
Accrued restructuring charges, long-term	120	208
Other long-term liabilities	1,088	332
Total liabilities	46,360	38,976
Commitments and contingencies (Note 9)
Stockholders' deficit:
Common stock, par value of $0.001 per share; 100,000,000 shares authorized; 15,526,175 and 14,987,230 shares issued as of December 31, 2017 and 2016, respectively; 14,650,554 and 14,111,609 shares outstanding as of December 31, 2017 and 2016, respectively	14	14
Additional paid-in capital	159,608	156,301
Treasury stock, at cost; 875,621 shares	(10,039)	(10,039)
Accumulated other comprehensive loss	(150)	(162)
Accumulated deficit	(161,967)	(150,994)
TOTAL STOCKHOLDERS' DEFICIT	(12,534)	(4,880)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 33,826	$ 34,096

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance for doubtful accounts	$ 1,363	$ 462
Common Stock, par value	$ .001	$ .001
Common Stock, shares authorized	100,000,000	100,000,000
Common Stock, shares issued	15,526,175	14,987,230
Common Stock, shares outstanding	14,650,554	14,111,609
Treasury Stock, shares	875,621	875,621

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Revenue, net	$ 102,155	$ 132,499
Cost of revenue	71,710	88,026	[1]
Gross profit	30,445	44,473
Operating expenses:
Advertising and promotion	9,352	10,652
Salaries and benefits	10,134	18,033
Selling, general and administrative	12,071	15,941
Research and development	642	1,869
Professional fees	3,378	5,735
Restructuring and other charges (reversals)	0	(3,477)
Settlement of obligation	1,877	0
Impairment of assets	180	4,378
Total operating expenses	37,634	53,131
Loss from operations	(7,189)	(8,658)
Gain on settlement of accounts payable	430	9,927
Loss on sale of subsidiary	0	(2,115)
Other expense, net	(4,072)	(2,313)
Loss before provision for income taxes	(10,831)	(3,159)
Provision for income taxes	(108)	318
Net loss	$ (10,973)	$ (3,477)
Net loss per share, basic and diluted	$ (0.79)	$ (0.26)
Weighted average shares used to compute net loss per share, basic and diluted	13,877,686	13,438,248
[1]	Cost of revenue for the year ended December 31, 2016 includes restructuring charges of $2.3 million, related to write-down of inventory for discontinued products.

Consolidated Statement of Compr

Consolidated Statement of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Statement of Comprehensive Income [Abstract]
Net loss	$ (10,973)	$ (3,477)
Other comprehensive loss:
Change in foreign currency translation adjustment	12	10
Comprehensive loss	$ (10,961)	$ (3,467)

Shareholders Equity

Shareholders Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Other Comprehensive Income / Loss	Retained Earnings [Member]	Total
Balance at Dec. 31, 2015	$ 14	$ 147,646	$ (10,039)	$ (172)	$ (147,517)	$ (10,068)
Balance (in shares) at Dec. 31, 2015	13,788,540
Stock-based compensation for issuance of common stock warrants for third-party services		6				6
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives and directors		1,708				1,708
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives and directors (in shares)	572,154
Stock-based compensation for accelerated vesting of restricted stock awards to a terminated executive		3,900				3,900
Stock-based compensation for accelerated vesting of restricted stock awards to terminated employees as part of restructuring		288				288
Stock-based compensation for issuance of stock options to an executive and a director		153				153
Issuance of shares of common stock related to sale of subsidiary		640				640
Issuance of shares of common stock related to sale of subsidiary (in shares)	200,000
Cancellation of executive restricted stock		(456)				(456)
Cancellation of executive restricted stock (in shares)	(449,085)
Issuance of warrants for legal settlement		1,815				6
Beneficial conversion feature related to convertible note		601				601
Change in foreign currency translation adjustment				10		10
Net loss					(3,477)	(3,477)
Balance at Dec. 31, 2016	$ 14	156,301	(10,039)	(162)	(150,994)	$ (4,880)
Balance (in shares) at Dec. 31, 2016	14,111,609					14,111,609
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives and directors		1,954				$ 1,954
Stock-based compensation for issuance and amortization of restricted stock awards to employees, executives and directors (in shares)	538,945
Stock-based compensation for issuance of stock options to an executive and a director		141				141
Issuance of warrants for legal settlement						0
Beneficial conversion feature related to convertible note		1,212				1,212
Change in foreign currency translation adjustment				12		12
Net loss					(10,973)	(10,973)
Balance at Dec. 31, 2017	$ 14	$ 159,608	$ (10,039)	$ (150)	$ (161,967)	$ (12,534)
Balance (in shares) at Dec. 31, 2017	14,650,554					14,650,554

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (10,973)	$ (3,477)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,139	1,551
Amortization of intangible assets	321	576
Bad debt expense	1,524	386
Gain on settlement of accounts payable	(430)	(9,927)
Loss on disposal of property and equipment	31	163
Loss on sale of subsidiary	0	2,115
Non-cash impairment charges	180	4,381
Non-cash restructuring and other charges (reversals)	0	(4,132)
Inventory write down related to restructuring	0	2,285
Amortization of prepaid stock compensation	0	938
Amortization of debt discount and issuance costs	545	113
Stock-based compensation	2,096	5,304
Issuance of common stock warrants to third parties for services	0	6
Write off of prepaid financing costs	275	0
Changes in operating assets and liabilities:
Accounts receivable	(4,619)	7,338
Inventory	2,124	(480)
Prepaid giveaways	117	103
Prepaid expenses and other current assets	732	2,482
Other assets	(77)	(322)
Accounts payable and accrued liabilities	1,991	(20,802)
Accrued restructuring charges	(107)	(3,669)
Net cash used in operating activities	(5,131)	(15,068)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(37)	(508)
Proceeds from disposal of property and equipment	0	115
Proceeds from sale of subsidiary	0	5,942
Trademark registrations	0	(154)
Net cash (used in) provided by investing activities	(37)	5,395
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from line of credit	3,000	0
Payments on line of credit	0	(3,000)
Repayments of term loan	0	(2,949)
Net proceeds from convertible notes with a related party	871	11,000
Proceeds from secured borrowing arrangement, net of reserves	33,692	43,925
Payments on secured borrowing arrangement, net of fees	(30,988)	(41,245)
Repayments of other debt obligations	0	(20)
Repayment of capital lease obligations	(139)	(189)
Net cash provided by (used in) financing activities	6,436	7,522
Effect of exchange rate changes on cash	17	13
NET CHANGE IN CASH	1,285	(2,138)
CASH - BEGINNING OF PERIOD	4,943	7,081
CASH - END OF PERIOD	6,228	4,943
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	2,445	1,557
Cash paid for taxes	106	218
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Warrants issued for legal settlement	0	1,815
Shares of common stock issued for BioZone disposition	0	640
Property and equipment acquired in conjunction with capital leases	0	460
Conversion feature related to refinanced convertible note	1,212	0
Beneficial conversion feature related to convertible note	$ 0	$ 601

Note 1 - Description of Busines

Note 1 - Description of Business	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Business	Description of Business MusclePharm Corporation, or the Company, was incorporated in Nevada in 2006. Except as otherwise indicated herein, the terms “Company,” “we,” “our” and “us” refer to MusclePharm Corporation and its subsidiaries. The Company is a scientifically driven, performance lifestyle company that develops, manufactures, markets and distributes branded nutritional supplements. The Company is headquartered in Burbank, California and as of December 31, 2017 had the following wholly-owned operating subsidiaries: MusclePharm Canada Enterprises Corp. (“MusclePharm Canada”), MusclePharm Ireland Limited (“MusclePharm Ireland”) and MusclePharm Australia Pty Limited (“MusclePharm Australia”). A former subsidiary of the Company, BioZone Laboratories, Inc. (“BioZone”), was sold on May 9, 2016. Management’s Plans with Respect to Liquidity and Capital Resources Management believes the restructuring plan, the continued reduction in ongoing operating costs and expense controls, and the aforementioned growth strategy, will enable us to ultimately achieve profitability. We have reduced our operating expenses sufficiently and believe that our ongoing sources of revenue will be sufficient to cover these expenses for the foreseeable future. As of December 31, 2017, we had a stockholders’ deficit of $12.5 million and recurring losses from operations. To manage cash flow, we entered into a secured borrowing arrangement, pursuant to which we have the ability to borrow up to $12.5 million subject to sufficient amounts of accounts receivable to secure the loan. The Agreement’s term has been extended to July 31, 2018. In October 2017, we also entered into a loan and security agreement to borrow against our inventory up to a maximum of $3.0 million for an initial six-month term which automatically extends for six additional months. As of December 31, 2017, we owed $3.0 million on this credit line, of which $1.0 million was repaid subsequent to the end of the year. On November 3, 2017, we entered into a refinancing transaction with Mr. Ryan Drexler, our Chairman of the Board, Chief Executive Officer and President, to restructure all of the $18.0 million in notes payable to him, which are now due on December 31, 2019. Accordingly, such debt is classified as a long-term liability at December 31, 2017. As of December 31, 2017, the Company had approximately $6.2 million in cash and $2.0 million in working capital. The Company’s Consolidated Financial Statements as of and for the year ended December 31, 2017 were prepared on the basis of a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the ordinary course of business. Accordingly, they do not give effect to adjustments that could be necessary should we be required to liquidate assets. The Company’s ability to continue as a going concern and raise capital for specific strategic initiatives could also depend on obtaining adequate capital to fund operating losses until it becomes profitable. The Company can give no assurances that any additional capital that it is able to obtain, if any, will be sufficient to meet its needs, or that any such financing will be obtainable on acceptable terms. Mr. Drexler has verbally both stated his intent and ability to put more capital into the business if necessary. However, Mr. Drexler is under no obligation to the Company to do so, and we can give no assurances that Mr. Drexler will be willing or able to do so at a future date and/or that he will not demand payment of his refinanced convertible note on December 31, 2019. Our capital resources as of December 31, 2017, available borrowing capacity and current operating plans are expected to be sufficient to fund the planned operations for at least twelve months from the date of filing this report.

Note 2 - Summary of Significant

Note 2 - Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Basis of Presentation and Principles of Consolidation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Consolidated Financial Statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to future cash flows and operating plans, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, restructuring liabilities, valuations of equity securities and intangible assets, fair value of derivatives, warrants and options, among others. Actual results could differ from those estimates. Cash The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2017 and 2016, the Company had no cash equivalents and all cash amounts consisted of cash on deposit. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any sales discounts and allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of “Selling, general and administrative” expenses in the Consolidated Statements of Operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts and an accrual is made for discounts earned but not yet utilized at each period end. The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2017 and 2016 (in thousands): As of December 31, 2017 2016 Accounts receivable $ 18,973 $ 15,574 Less: allowance for discounts (942 ) (1,759 ) Less: allowance for doubtful accounts (1,363 ) (462 ) Accounts receivable, net $ 16,668 $ 13,353 The allowance for discounts consisted of the following activity for the years ended December 31, 2017 and 2016 (in thousands): For the Years Ended December 31, 2017 2016 Allowance for discounts, beginning balance $ 1,759 $ 3,707 Charges against revenues 18,016 34,627 Utilization of reserve (18,833 ) (36,575 ) Allowance for discounts, ending balance $ 942 $ 1,759 Revenue Recognition Revenue is recognized when all of the following criteria are met: ● Persuasive evidence of an arrangement exists. ● Delivery has occurred. ● The fee is fixed or determinable. ● Collection is reasonably assured. The Company’s standard terms and conditions of sale allow for product returns or replacements in certain cases. Estimates of expected future product returns are recognized at the time of sale based on analyses of historical return trends by customer type. Upon recognition, the Company reduces revenue and cost of revenue for the estimated return. Return rates can fluctuate over time, but are sufficiently predictable with established customers to allow the Company to estimate expected future product returns, and an accrual is recorded for future expected returns when the related revenue is recognized. Product returns incurred from established customers were insignificant for the years ended December 31, 2017 and 2016, respectively. The Company offers sales incentives through various programs, consisting primarily of advertising related credits, volume incentive rebates, and sales incentive reserves. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. Volume incentive rebates are provided to certain customers based on contractually agreed upon percentages once certain thresholds have been met. Sales incentive reserves are computed based on historical trending and budgeted discount percentages, which are typically based on historical discount rates with adjustments for any known changes, such as future promotions or one-time historical promotions that will not repeat for each customer. The Company records sales incentive reserves and volume rebate reserves as a reduction to revenue. During the years ended December 31, 2017 and 2016, the Company recorded discounts, and to a lesser degree, sales returns, totaling $18.0 million and $34.6 million, respectively, which accounted for 15% and 21% of gross revenue in each period, respectively. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers are those which represent more than 10% of the Company’s net revenue for each period presented, or the Company’s net accounts receivable balance as of each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows: Percentage of Net Revenue for the Years Ended December 31, Percentage of Net Accounts Receivable as of December 31, 2017 2016 2017 2016 Customers Costco 26 % 20 % 21 % 17 % Amazon 13 % * 14 % * Vitamin Shoppe, Inc. * * * 10 % Sport One Trading LLC * * * 10 % * Represents less than 10% of net revenue or net accounts receivable. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled product due to defective manufacturing. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2017 and 2016: For the Years Ended December 31, Vendor 2017 2016 Nutra Blend 53 % 52 % S.K.Laboratories 16 % * Prinova 15 % * Bakery Barn * 25 % * Represents less than 10% of purchases. Inventory MusclePharm products are produced through third party manufacturers, and the cost of product inventory is recorded using standard cost methodology. This standard cost methodology closely approximates actual cost. Prior to the sale of the BioZone subsidiary, its products were manufactured in production facilities in Pittsburg, CA, and the cost of inventory was recorded using a weighted average cost basis. BioZone was sold in May 2016. Inventory is valued at the lower of cost or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, and estimates are made for obsolescence, excess or slow-moving inventories, non-conforming inventories and expired inventory. These estimates are based on management’s assessment of current future product demand, production plan and market conditions. Prepaid Giveaways Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. Costs related to promotional giveaways are expensed as a component of “Advertising and promotion” expenses in the Consolidated Statements of Operations when the product is either given away at a promotional event or shipped to the customer. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of various payments the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, print advertising, insurance and service contracts requiring up-front payments. During the year ended December 31, 2016, the Company wrote down $1.4 million related to an impaired manufacturing agreement. See additional information in Note 6. During the year ended December 31, 2017, the Company did not have any similar write-offs. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed and the resulting gains or losses are recorded in the statements of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 - 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Manufacturing and lab equipment 3 - 5 years Vehicles 3 - 5 years Displays 5 years Website 3 years Intangible Assets Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and costs incurred in obtaining certain trademarks are capitalized, and are amortized over their related useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of “Selling, general and administrative” expenses in the Consolidated Statements of Operations. The estimated useful life of the intangible assets is 7 years. Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Based upon management’s analysis, the Company recognized $0.2 million of impairments of long-lived assets related to leasehold improvements for the discontinued use of certain portions of the Denver office during the year ended December 31, 2017. Based upon management’s analysis, the Company recognized $1.7 million of impairments of long-lived assets related to the termination of certain manufacturing agreements and product lines during the year ended December 31, 2016. See additional information in Note 6 and Note 9. Beneficial Conversion Feature The issuance of the Company's convertible notes to a related party in 2016 generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the beneficial conversion features by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the convertible notes. The discounts are accreting from the date of issuance through the redemption dates. Accretion expense is recognized over the period utilizing the effective interest method. See additional information in Note 8. Fair Value GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using an estimated fair value hierarchy which requires the Company to the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: ● Level 1 — Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 — Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and ● Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Cost of Revenue Cost of revenue for MusclePharm and its subsidiaries represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from third-party manufacturers. The Company ships customer orders from a warehouse which is operated with the Company’s equipment and employees, with inventory that is owned by the Company. The Company also utilizes contract manufacturers to drop ship product directly to customers. Cost of revenue for products produced by BioZone consisted of raw materials, direct labor, freight-in, supplies and equipment rental expenses. The Company sold BioZone in May 2016. Advertising and Promotion Our advertising and promotion expenses consist primarily of digital, print and media advertising, athletic endorsements and sponsorships, promotional giveaways, trade show events and various partnering activities with our retail partners, and are expensed as incurred. For major trade shows, the expenses are recognized within a calendar year over the period in which the Company recognizes revenue associated with sales generated at the trade show. Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports, such as winning a championship. The Company records expense for these payments if and when the endorser achieves the specific achievement. Share-Based Payments and Stock-Based Compensation Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the awards’ grant date, based on estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight-line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the fair value of the share-based payments whichever is more readily determinable. The fair value of restricted stock awards is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest. Foreign Currency The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada, MusclePharm Australia, and MusclePharm Ireland, is the local currency. The assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded to a separate component of “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations. Comprehensive Loss Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ deficit, but are excluded from the Company’s net loss. The Company’s other comprehensive loss is made up of foreign currency translation adjustments for both periods presented. Segments Management has determined that it currently operates in one segment. The Company’s chief operating decision maker reviews financial information on a consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance. Income Taxes Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to be established unless management determines that it is more likely than not that we will ultimately realize the tax benefit associated with a deferred tax asset. Recent Accounting Pronouncements During August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Revenue Recognition- Construction-Type and Production-Type Contracts Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Note 3 - Fair Value of Financia

Note 3 - Fair Value of Financial Instruments	12 Months Ended
	Dec. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value of Financial Instruments	Management believes the fair values of the obligations under the secured borrowing arrangement approximate carrying value because the debt carries market rates of interest available to the Company and are short-term in nature. The Company’s remaining financial instruments consisted primarily of cash, prepaids, accounts receivable, accounts payable, accrued liabilities and accrued restructuring charges, warrants and conversion option all of which are short-term in nature with fair values approximating carrying value. As of December 31, 2017 and 2016, the Company held no assets or liabilities that required re-measurement at fair value on a recurring basis. During the year ended December 31, 2017, management concluded that $0.2 million of long-lived assets were impaired, based on level 3 valuations regarding the partial closure of the Denver headquarters. Based on the partial closure of the office, management determined that the leasehold improvements had no future value. During the year ended December 31, 2016, management concluded that $1.8 million of long-lived assets were impaired, based on level 3 valuations regarding the termination of certain manufacturing agreements with Capstone and the termination of the Endorsement Licensing and Co-Branding Agreement related to our Arnold Schwarzenegger product line. Based on the termination of these agreements, management determined the assets related to these agreements had no future value. See additional information in Note 6 and Note 9. During 2017, in connection with the related party note restructuring, the Company engaged a third party valuation firm to determine the fair value of the conversion option. The third party valuation firm utilized a Monte Carlo simulation. See further discussion in Note 8. The fair value of the new conversion option is a level 3 valuation.

Note 4 - Sale of BioZone

Note 4 - Sale of BioZone	12 Months Ended
	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Sale of BioZone	In May 2016, the Company completed the sale of its wholly-owned subsidiary, BioZone, for gross proceeds of $9.8 million, including cash of $5.9 million, a $2.0 million credit for future inventory deliveries reflected as a prepaid asset in the Consolidated Balance Sheets and $1.5 million which is subject to an earn-out based on the financial performance of BioZone for the twelve months following the closing of the transaction. In addition, the Company agreed to pay down $350,000 of BioZone’s accounts payables, which was deducted from the purchase price. As part of the transaction, the Company also agreed to transfer to the buyer 200,000 shares of its common stock with a market value on the date of issuance of $640,000, for consideration of $50,000. The Company recorded a loss of $2.1 million related to the sale of BioZone for the nine months ended September 30, 2016. The potential earn-out was not achieved in May 2017, at which time the earnout expired. Purchase Commitment Upon the completion of the sale of BioZone, the Company entered into a manufacturing and supply agreement whereby the Company is required to purchase a minimum of approximately $2.5 million of products per year from BioZone annually for an initial term of three years. If the minimum order quantities of specific products are not met, a $3.0 million minimum purchase of other products must be met in order to waive the shortfall, which is at 25% of the realized shortfall. Due to the timing of achieving the minimum purchase quantities, we are below these targets. As a result, we have reserved an amount to cover the estimated purchase commitment shortfall during the year ended December 31, 2017. The following table summarizes the components of the loss from the sale of BioZone (in thousands): Cash proceeds from sale $ 5,942 Consideration for common stock transferred 50 Prepaid inventory 2,000 Fair market value of the common stock transferred (640 ) Assets sold: Accounts receivable, net (923 ) Inventory, net (1,761 ) Fixed assets, net (2,003 ) Intangible assets, net (5,657 ) All other assets (41 ) Liabilities transferred 1,197 Transaction and other costs (279 ) Loss on sale of subsidiary $ (2,115 )

Note 5 - Restructuring

Note 5 - Restructuring	12 Months Ended
	Dec. 31, 2017
Restructuring and Related Activities [Abstract]
Restructuring	As part of an effort to better focus and align the Company’s resources toward profitable growth, on August 24, 2015, the Board authorized the Company to undertake steps to commence a restructuring of the business and operations, which was substantially concluded as of December 31, 2016. The Company closed certain facilities, reduced headcount, discontinued products and renegotiated certain contracts resulting in restructuring and other charges of $18.3 million for the year ended December 31, 2015 and recoveries of such charges of $3.5 million for the year ended December 31, 2016. Included in these charges, for the years ended December 31, 2016, the Company recorded restructuring charges in “Cost of revenue” of $2.3 million, related to the write-down of inventory identified to be discontinued in the restructuring plan. For the year ended December 31, 2016, the Company recorded a credit in “Restructuring and other charges” of $3.5 million which primarily included: (i) an expense credit of $4.8 million related to the release of the restructuring accrual of $7.0 million which was expensed during the year ended December 31, 2015, offset by the cash payment of $2.2 million related to the settlement agreement which terminated all future commitments between ETW Corporation (“ETW”) and the Company (see Note 14); (ii) $1.4 million related to write-off of long-lived assets related to the abandonment of certain lease facilities; and (iii) $0.9 million related to severance and other employee compensation costs. The restructuring plan was substantially complete as of December 31, 2016. The following table illustrates the provision of the restructuring charges and the accrued restructuring charges balance as of December 31, 2017 and 2016 (in thousands): Employee Severance Costs Contract Termination Costs Purchase Commitment of Discontinued Inventories Not Yet Received Abandoned Lease Facilities Total Balance as of December 31, 2015 $ 508 $ 8,150 $ 350 $ 411 $ 9,419 Expensed 601 (288 ) — 1,399 1,712 Benefit from settlement of Endorsement Agreement with ETW — (4,750 ) — — (4,750 ) Cash payments (1,109 ) (2,804 ) (175 ) (1,506 ) (5,594 ) Reclassification from accounts payable to restructuring charges — — — 35 35 Balance as of December 31, 2016 — 308 175 339 822 Expensed — — — 816 816 Cash payments — — — (923 ) (923 ) Balance as of December 31, 2017 $ — $ 308 $ 175 $ 232 $ 715 The total future payments under the restructuring plan as of December 31, 2017 are as follows (in thousands): For the Years Ending December 31, Outstanding Payments 2018 2019 2020 Total Contract termination costs $ 308 $ — $ — $ 308 Purchase commitment of discontinued inventories not yet received 175 — — 175 Abandoned leased facilities 112 91 29 232 Total future payments $ 595 $ 91 $ 29 $ 715

Note 6 - Balance Sheet Componen

Note 6 - Balance Sheet Components	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Balance Sheet Components	Inventory Inventory consisted solely of finished goods as of December 31, 2017 and 2016. The Company records charges for obsolete and slow-moving inventory based on the age of the product as determined by the expiration date. Products within one year of their expiration dates are considered for write-off purposes. Historically, the Company has had minimal returns with established customers. Other than write-off of inventory during restructuring activities, the Company incurred insignificant inventory write-offs during the years ended December 31, 2017 and 2016. Inventory write-downs, once established, are not reversed as they establish a new cost basis for the inventory. As disclosed further in Note 5, the Company executed a restructuring plan in August 2015 and wrote off inventory related to discontinued products. For the years ended December 31, 2017 and 2016, discontinued inventory of $1.7 million and $2.3 million, respectively, was written off and included as a component of “Cost of revenue” in the accompanying Consolidated Statements of Operations. In May 2016, the Company completed the sale of BioZone, which resulted in a reduction of inventory of $1.8 million. See additional information in Note 4. Additionally, $0.4 million of inventory related to the Arnold Schwarzenegger product line was considered impaired as the inventory had no future value as a result of the contract termination, and included as a component of the “Impairment of assets” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2016. See additional information in Note 9. Property and Equipment Property and equipment consisted of the following as of December 31, 2017 and 2016 (in thousands): As of December 31, 2017 2016 Furniture, fixtures and equipment $ 3,597 $ 3,521 Leasehold improvements 2,044 2,504 Manufacturing and lab equipment 3 3 Vehicles 86 334 Displays 485 483 Website 462 462 Construction in process — 55 Property and equipment, gross 6,677 7,362 Less: accumulated depreciation and amortization (4,855 ) (4,119 ) Property and equipment, net $ 1,822 $ 3,243 Depreciation and amortization expense related to property and equipment was $1.1 million and $1.5 million for the years ended December 31, 2017 and 2016, respectively, which is included in “Selling, general, and administrative” expense in the accompanying Consolidated Statements of Operations. In May 2016, the Company completed the sale of BioZone, which resulted in a reduction of various components of property and equipment of $2.0 million. See additional information in Note 4. As disclosed further in Note 5, the Company executed a restructuring plan in August 2015 and wrote off certain long-lived assets, primarily leasehold improvements, related to the abandonment of certain leased facilities. The write-off of long-lived assets was $0.3 million for the year ended December 31, 2016, and was included as a component of “Restructuring and other charges” in the accompanying Consolidated Statements of Operations. Intangible Assets Intangible assets included the assets acquired pursuant to the BioZone asset acquisition and MusclePharm’s apparel rights reacquired from Worldwide Apparel as of December 31, 2015. BioZone was sold during the year ended December 31, 2016. Intangible assets consisted of the following (in thousands): As of December 31, 2017 Gross Value Accumulated Amortization Net Carrying Value Remaining Weighted-Average Useful Lives (years) Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (927 ) $ 1,317 4.1 Total intangible assets $ 2,244 $ (927 ) $ 1,317 As of December 31, 2016 Gross Value Accumulated Amortization Net Carrying Value Remaining Weighted-Average Useful Lives (years) Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (606 ) $ 1,638 5.1 Total intangible assets $ 2,244 $ (606 ) $ 1,638 Intangible assets amortization expense was $0.3 million and $0.6 million for the years ended December 31, 2017 and 2016, respectively, which is included in the “Selling, general, and administrative” expense in the accompanying Consolidated Statements of Operations. Additionally, $1.2 million of capitalized brand and trademark expenses with a net carrying value of $0.8 million related to the Arnold Schwarzenegger product line were considered impaired, and included as a component of the “Impairment of assets” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2016. See additional information in Note 9. As of December 31, 2017, the estimated future amortization expense of intangible assets is as follows (in thousands): For the Year Ending December 31, 2018 $ 321 2019 321 2020 321 2021 321 2022 33 Total amortization expense $ 1,317

Note 7 - Other Expense, net

Note 7 - Other Expense, net	12 Months Ended
	Dec. 31, 2017
Other Income and Expenses [Abstract]
Other Expense, net	For the years ended December 31, 2017 and 2016, “Other expense, net” consisted of the following (in thousands): For the Year Ended December 31, 2017 2016 Other expense, net: Interest expense, related party $ (2,423 ) $ (682 ) Interest expense, other (46 ) (258 ) Interest expense, secured borrowing arrangement (792 ) (702 ) Foreign currency transaction gain 26 23 Other (837 ) (694 ) Total other expense, net $ (4,072 ) $ (2,313 )

Note 8 - Debt

Note 8 - Debt	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Debt	As of December 31, 2017 and 2016, the Company’s debt consisted of the following (in thousands): As of December 31, 2017 2016 2017 Refinanced Convertible Note due December 31, 2019 with a related party $ 18,000 $ — 2016 Convertible Note due November 8, 2017 with a related party, net of discount — 10,465 2015 Convertible Note due November 8, 2017 with a related party — 6,000 Obligations under secured borrowing arrangement 5,385 2,681 Secured line of credit 3,000 — Unamortized loan costs (1,331 ) Total debt 25,054 19,146 Less: current portion (8,385 ) (19,146 ) Long term debt $ 16,669 $ — Related-Party Notes Payable On November 3, 2017, MusclePharm Corporation (the “Company”) entered into a refinancing transaction (the “Refinancing”) with Mr. Ryan Drexler, the Company’s Chairman of the Board of Directors, Chief Executive Officer and President. As part of the Refinancing, the Company issued to Mr. Drexler an amended and restated convertible secured promissory note (the “Refinanced Convertible Note”) in the original principal amount of $18,000,000, which amends and restates (i) a convertible secured promissory note dated as of December 7, 2015, and amended as of January 14, 2017, in the original principal amount of $6,000,000 with an interest rate of 8% prior to the amendment and 10% following an amendment (the “2015 Convertible Note”), (ii) a convertible secured promissory note dated as of November 8, 2016, in the original principal amount of $11,000,000 with an interest rate of 10% (the “2016 Convertible Note”) , and (iii) a secured demand promissory note dated as of July 27, 2017, in the original principal amount of $1,000,000 with an interest rate of 15% (the “2017 Note”, and together with the 2015 Convertible Note and the 2016 Convertible Note, collectively, the “Prior Notes”). The due date of the 2015 Convertible Note and the 2016 Convertible Note was November 8, 2017. The 2017 Note was due on demand. 2017 Refinanced Convertible Note The $18.0 million Refinanced Convertible Note bears interest at the rate of 12% per annum. Interest payments are due on the last day of each quarter. At the Company’s option (as determined by its independent directors), the Company may repay up to one sixth of any interest payment by either adding such amount to the principal amount of the note or by converting such interest amount into an equivalent amount of the Company’s common stock. Any interest not paid when due shall be capitalized and added to the principal amount of the Refinanced Convertible Note and bear interest on the applicable interest payment date along with all other unpaid principal, capitalized interest, and other capitalized obligations. Both the principal and the interest under the Refinanced Convertible Note are due on December 31, 2019, unless converted earlier. Mr. Drexler may convert the outstanding principal and accrued interest into shares of the Company’s common stock at a conversion price of $1.11 per share at any time. The Company may prepay the Refinanced Convertible Note by giving Mr. Drexler between 15 and 60 days’ notice depending upon the specific circumstances, subject to Mr. Drexler’s conversion right. The Refinanced Convertible Note contains customary events of default, including, among others, the failure by the Company to make a payment of principal or interest when due. Following an event of default, interest will accrue at the rate of 14% per annum. In addition, following an event of default, any conversion, redemption, payment or prepayment of the Refinanced Convertible Note will be at a premium of 105%. The Refinanced Convertible Note also contains customary restrictions on the ability of the Company to, among other things, grant liens or incur indebtedness other than certain obligations incurred in the ordinary course of business. The restrictions are also subject to certain additional qualifications and carveouts, as set forth in the Refinanced Convertible Note. The Refinanced Convertible Note is subordinated to certain other indebtedness of the Company, as described under Item 8.01 below. As part of the Refinancing, the Company and Mr. Drexler entered into a restructuring agreement (the “Restructuring Agreement”) pursuant to which the parties agreed to enter into the Refinanced Convertible Note and to amend and restate the security agreement pursuant to which the Prior Notes were secured by all of the assets and properties of the Company and its subsidiaries whether tangible or intangible, by entering into the Third Amended and Restated Security Agreement (the “Amended Security Agreement”). Pursuant to the Restructuring Agreement, the Company agreed to pay, on the effective date of the Refinancing, all outstanding interest on the Prior Notes through November 8, 2017 and certain fees and expenses incurred by Mr. Drexler in connection with the Restructuring. In connection with the refinancing, the Company recorded a debt discount of $1.2 million. The debt discount is equal to the change in the fair value of the conversion option between the Refinanced Convertible Note and the Prior Notes. The fair value of the conversion option was determined a Monte Carlo simulation and the model of stock price behavior known as GBM which simulates a future period as a random step from a previous period. The Company engaged a third-party valuation firm to perform this valuation. Significant assumptions were: expected stock price premium of 40%, expected trading days of 252 days, and volatility of 60%. In addition, the Refinanced Convertible Note contains one embedded derivative for default interest. Due to the unlikely event of default, the embedded derivative has a de minimis value as of December 31, 2017. 2017 Note On July 24, 2017, the Company entered into a secured demand promissory note, pursuant to which Mr. Drexler loaned the Company $1.0 million, which was payable upon demand. Proceeds from the 2017 Note were used to partially fund a settlement agreement. The 2017 Note carried interest at a rate of 15% per annum. Any interest not paid when due would be capitalized and added to the principal amount of the 2017 Note and bears interest on the applicable interest payment date along with all other unpaid principal, capitalized interest, and other capitalized obligations. The Company could prepay the 2017 Note without penalty any time prior to a demand request from Mr. Drexler. This Note was refinanced as part of the 2017 Refinanced Convertible Note. 2016 Convertible Note In November 2016, the Company entered into a convertible secured promissory note agreement with Mr. Drexler pursuant to which Mr. Drexler loaned the Company $11.0 million. Proceeds from the 2016 Convertible Note were used to fund the settlement of litigation. The 2016 Convertible Note was secured by all assets and properties of the Company and its subsidiaries, whether tangible or intangible. The 2016 Convertible Note carried interest at a rate of 10% per annum, or 12% if there is an event of default. Both the principal and the interest under the 2016 Convertible Note were due on November 8, 2017, unless converted earlier. Mr. Drexler could convert the outstanding principal and accrued interest into 6,010,929 shares of the Company's common stock for $1.83 per share at any time. The Company could prepay the 2016 Convertible Note at the aggregate principal amount therein, plus accrued interest, by giving Mr. Drexler between 15 and 60 day-notice depending upon the specific circumstances, provided that Mr. Drexler could convert the 2016 Convertible Note during the applicable notice period. The Company recorded the 2016 Convertible Note as a liability in the balance sheet and also recorded a beneficial conversion feature of $601,000 as a debt discount upon issuance of the convertible note, which was amortized over the term of the debt using the effective interest method. The beneficial conversion feature was calculated based on the difference between the fair value of common stock on the transaction date and the effective conversion price of the convertible note. As of December 31, 2017 and 2016, the 2016 Convertible Note had an outstanding principal balance of $0.0 million and $11.0 million, respectively, and a carrying value of $0.0 million and $10.5 million, respectively. This Note was refinanced as part of the 2017 Refinanced Convertible Note. 2015 Convertible Note In December 2015, the Company entered into a convertible secured promissory note agreement with Mr. Drexler, pursuant to which he loaned the Company $6.0 million. Proceeds from the 2015 Convertible Note were used to fund working capital requirements. The 2015 Convertible Note was secured by all assets and properties of the Company and its subsidiaries, whether tangible or intangible. The 2015 Convertible Note originally carried an interest at a rate of 8% per annum, or 10% in the event of default. Both the principal and the interest under the 2015 Convertible Note were originally due in January 2017, unless converted earlier. The due date of the 2015 Convertible Note was extended to November 8, 2017 and the interest rate raised to 10%per annum, or 12% in the event of default. Mr. Drexler could convert the outstanding principal and accrued interest into 2,608,695 shares of common stock for $2.30 per share at any time. The Company could prepay the convertible note at the aggregate principal amount therein plus accrued interest by giving the holder between 15 and 60 day-notice, depending upon the specific circumstances, provided that Mr. Drexler could convert the 2015 Convertible Note during the applicable notice period. The Company recorded the 2015 Convertible Note as a liability in the balance sheet and also recorded a beneficial conversion feature of $52,000 as a debt discount upon issuance of the 2015 Convertible Note, which was amortized over the original term of the debt using the effective interest method. The beneficial conversion feature was calculated based on the difference between the fair value of common stock on the transaction date and the effective conversion price of the convertible note. As of December 31, 2017 and 2016, the convertible note had an outstanding principal balance and carrying value of $0.0 and $6.0 million, respectively. In connection with the Company entering into the 2015 Convertible Note with Mr. Drexler, the Company granted Mr. Drexler the right to designate two directors to the Board. This Note was refinanced as part of the 2017 Refinanced Convertible Note. For the years ended December 31, 2017 and 2016, interest expense related to the related party convertible secured promissory notes was $2.4 million and $0.7 million, respectively. During the years ended December 31, 2017 and 2016, $2.2 million and $0.5 million, respectively, in interest was paid in cash to Mr. Drexler. Inventory Financing On October 6, 2017, the Company and its affiliate (together with the Company, “Borrower”) entered into a Loan and Security Agreement (“Security Agreement”) with Crossroads Financial Group, LLC (“Crossroads”). Pursuant to the Security Agreement, Borrower may borrow up to 70% of its Inventory Cost Secured Borrowing Arrangement In January 2016, the Company entered into a Purchase and Sale Agreement (the “Purchase and Sale Agreement”) with Prestige Capital Corporation (“Prestige”) pursuant to which the Company agreed to sell and assign and Prestige agreed to buy and accept, certain accounts receivable owed to the Company (“Accounts”). Under the terms of the Purchase and Sale Agreement, upon the receipt and acceptance of each assignment of Accounts, Prestige will pay the Company 80% of the net face amount of the assigned Accounts, up to a maximum total borrowings of $12.5 million subject to sufficient amounts of accounts receivable to secure the loan. The remaining 20% will be paid to the Company upon collection of the assigned Accounts, less any chargeback, disputes, or other amounts due to Prestige. Prestige’s purchase of the assigned Accounts from the Company will be at a discount fee which varies based on the number of days outstanding from the assignment of Accounts to collection of the assigned Accounts. In addition, the Company granted Prestige a continuing security interest in and lien upon all accounts receivable, inventory, fixed assets, general intangibles and other assets. The Purchase and Sale Agreement’s term has been extended to July 31, 2018. At December 31, 2017, we had approximately $5.4 million of outstanding borrowings. For the year ended December 31, 2017, the Company sold to Prestige accounts with an aggregate face amount of approximately $42.1 million, for which Prestige paid to the Company approximately $33.7 million in cash. During year ended December 31, 2017, $31.6 million was subsequently repaid to Prestige, including fees and interest. During the year ended December 31, 2016, the Company sold to Prestige accounts with an aggregate face amount of approximately $54.6 million, for which Prestige paid to the Company approximately $43.7 million in cash. During the year ended December 31, 2016, $41.9 million was subsequently repaid to Prestige, including fees and interest. The proceeds from the initial assignment to Prestige under this secured borrowing arrangement were primarily utilized to pay off the balance of the existing line of credit and term loan with ANB Bank.

Note 9 - Commitments and Contin

Note 9 - Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Operating Leases The Company leases office and warehouse facilities under operating leases, which expire at various dates through 2022. The amounts reflected in the table below are for the aggregate future minimum lease payments under non-cancelable facility operating leases for properties that have not been abandoned as part of the restructuring plan. See Note 5 for additional details regarding the restructured leases. Under lease agreements that contain escalating rent provisions, lease expense is recorded on a straight-line basis over the lease term. Rent expense was $0.6 million and $0.9 million for years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, future minimum lease payments are as follows (in thousands): For the Year Ending December 31, 2018 860 2019 846 2020 735 2021 481 2022 369 Total minimum lease payments $ 3,291 Capital Leases In December 2014, the Company entered into a capital lease agreement providing for approximately $1.8 million in credit to lease up to 50 vehicles as part of a fleet lease program. As of December 31, 2017, the Company was leasing two vehicles under the capital lease which were included in “Property and equipment, net” in the Consolidated Balance Sheets. The original cost of leased assets was $86,000 and the associated accumulated depreciation was $54,000. The Company also leases manufacturing and warehouse equipment under capital leases, which expire at various dates through February 2020. Several of such leases were reclassified to the restructuring liability during 2016, and related assets were written off to restructuring expense for the year ended December 31, 2016. As of December 31, 2017 and December 31, 2016, short-term capital lease liabilities of $126,000 and $173,000, respectively, are included as a component of current accrued liabilities, and the long-term capital lease liabilities of $146,000 and $332,000, respectively, are included as a component of long-term liabilities in the Consolidated Balance Sheets. As December 31, 2017, the Company’s future minimum lease payments under capital lease agreements, are as follows (in thousands): For the Year Ending December 31, 2018 $ 136 2019 101 2020 50 Total minimum lease payments 287 Less amounts representing interest (19 ) Present value of minimum lease payments $ 268 Purchase Commitment As described in Note 4, upon closing of the sale of BioZone, the Company entered into a manufacturing and supply agreement whereby the Company is required to purchase a minimum of approximately $2.5 million of products per year from BioZone annually for an initial term of three years. If the minimum order quantities of specific products are not met, a $3.0 million minimum purchase of other products must be met in order to waive the shortfall, which is at 25% of the realized shortfall. Due to the timing of achieving the minimum purchase quantities, we are below these targets. As a result, we have reserved an amount to cover the estimated purchase commitment shortfall during the year ended December 31, 2017. Sponsorship and Endorsement Contract Liabilities The Company has various non-cancelable endorsement and sponsorship agreements with terms expiring through 2019. The total value of future contractual payments as of December 31, 2017 are as follows (in thousands): For the Years Ending December 31, 2018 2019 Total Outstanding Payments Endorsement $ 276 $ 62 $ 338 Sponsorship 144 55 199 Total future payments $ 420 $ 117 $ 537 Settlements Bakery Barn In May 2017, Bakery Barn, a supplier of our protein bars, filed a lawsuit in the Western District of Pennsylvania alleging that the Company had failed to pay $1,406,079 owing for finished product manufactured by Bakery Barn, as well as packaging materials purchased by Bakery Barn to manufacture the Company’s protein bars. The Company filed an answer and counterclaims against Bakery Barn, alleging that Bakery Barn had breached the Manufacturing Agreement and the Quality Agreement by supplying the Company with stale, hardened, moldy or otherwise unsaleable protein bars, and that Bakery Barn’s breaches have caused the Company, at a minimum, several hundred thousand dollars in damages. On October 27, 2017, the parties settled their dispute and entered into a settlement agreement, pursuant to which the Company agreed to pay Bakery Barn $350,000 on October 28, 2017, and an additional $352,416 by November 26, 2017, both of which have been paid. The parties also agreed that Bakery Barn would resume producing products for the Company under substantially the same terms embodied in the oral Manufacturing Agreement, until such time that the Manufacturing Agreement can be reduced to writing. The Company settled and recorded a gain on the settlement of accounts payable in its Statement of Operations for year ended December 31, 2017 for approximately $391,000. Manchester City Football Group The Company was engaged in a dispute with City Football Group Limited (“CFG”), the owner of Manchester City Football Group, concerning amounts allegedly owed by the Company under a Sponsorship Agreement with CFG. In August 2016, CFG commenced arbitration in the United Kingdom against the Company, seeking approximately $8.3 million for the Company’s purported breach of the Sponsorship Agreement. On July 28, 2017, the Company approved a Settlement Agreement (the “CFG Settlement Agreement”) with CFG effective July 7, 2017. The CFG Settlement Agreement represents a full and final settlement of all litigation between the parties. Under the terms of the agreement, the Company has agreed to pay CFG a sum of $3 million, consisting of a $1 million payment that was advanced by a related party on July 7, 2017, and subsequent $1 million installments to be paid by July 7, 2018 and July 7, 2019, respectively. The 2018 payment is accrued in current liabilities and the 2019 payment is accrued in long-term liabilities. The Company recorded a charge in its Statement of Operations for the year ended December 31, 2017 for approximately $1.5 million, representing the discounted value of the unrecorded settlement amount and an additional $0.2 million, representing imputed interest. The Company has now concluded the finalization of all its major legacy endorsement deals. Arnold Schwarzenegger The Company was engaged in a dispute with Marine MP, LLC (“Marine MP”), Arnold Schwarzenegger (“Schwarzenegger”), and Fitness Publications, Inc. (“Fitness,” and together with Marine MP and Schwarzenegger, the “AS Parties”) concerning amounts allegedly owed under the parties’ Endorsement Licensing and Co-Branding Agreement (the “Endorsement Agreement”). In May 2016, the Company received written notice that the AS Parties were terminating the Endorsement Licensing and Co-Branding Agreement by and among the Company and the AS Parties, then the Company provided written notice to the AS Parties that it was terminating the Endorsement Agreement, and the AS Parties then commenced arbitration, which alleged that the Company breached the parties’ agreement and misappropriated Schwarzenegger’s likeness. The Company filed its response and counterclaimed for breach of contract and breach of the implied covenant of good faith and fair dealing. On December 17, 2016, the Company entered into a Settlement Agreement (the “AS Parties Settlement Agreement”) with the AS Parties, effective January 4, 2017. Pursuant to the AS Parties Settlement Agreement, and to resolve and settle all disputes between the parties and release all claims between them, the Company agreed to pay the AS Parties (a) $1.0 million, which payment was released to the AS Parties on January 5, 2017, and (b) $2.0 million within six months of the effective date of the AS Parties Settlement Agreement. The Company paid the settlement in full as of September 30, 2017. The Company also has agreed that it will not sell any products from its Arnold Schwarzenegger product line, will donate to a charity chosen by Arnold Schwarzenegger any remaining usable product, and otherwise destroy any products currently in inventory. This inventory was written off to “Impairment of assets” in the Consolidated Statement of Operations during the year ended December 31, 2016. In addition, in connection with the transaction, the 780,000 shares of Company common stock held by Marine MP were sold to a third party on January 4, 2017 in exchange for an aggregate payment by such third party of $1,677,000 to the AS Parties. Capstone Nutrition Agreements The Company entered into a series of agreements with Capstone Nutrition (“Capstone”) effective March 2, 2015, including an amendment (the “Amendment”) to a Manufacturing Agreement dated November 27, 2013 (as amended, the “Manufacturing Agreement”). Pursuant to the Amendment, Capstone was the Company’s nonexclusive manufacturer of dietary supplements and food products sold or intended to be sold by the Company. The Amendment included various agreements including amended pricing terms. The initial term per this Amendment was to end on January 1, 2022, and could have been extended for three successive 24-month terms, and included renewal options. The Company and Capstone entered into a Class B Common Stock Warrant Purchase Agreement (“Warrant Agreement”) whereby the Company could purchase approximately 19.9% of Capstone’s parent company, INI Parent, Inc. (“INI”), on a fully-diluted basis as of March 2, 2015. Pursuant to the Warrant Agreement, INI issued to the Company a warrant (the “Warrant”) to purchase shares of INI’s Class B common stock, par value $0.001 per share, at an exercise price of $0.01 per share (the “Warrant Shares”). The Warrant could have been exercised if the Company was in compliance with the terms and conditions of the Amendment. The Company utilized the Black-Scholes valuation model to determine the value of the Warrant and recorded an asset of $977,000, which was accounted for under the cost method and assessed for impairment. The Warrant was included in “Investments, long-term” in the Consolidated Balance Sheet as of December 31, 2015. However, during the second quarter of 2016, the Company reassessed the value of the Warrant and considered it to be fully impaired as the Company no longer believed there was any remaining value to the Warrant. The Company also had recorded $1.5 million of prepaid expenses and other assets in the Consolidated Balance Sheet as of December 31, 2015, which were being amortized over the remaining life of the Manufacturing Agreement of 6.5 years. However, during the second quarter of 2016, the Company reassessed the Manufacturing Agreement, which was the basis of the prepaid asset, and considered the entire remaining balance of $1.4 million impaired as the Company no longer believed there was any remaining value to the Manufacturing Agreement. These conclusions were based in large part on the fact that Capstone sold its primary powder manufacturing facility during the second quarter of 2016, which significantly reduced its manufacturing capacity, and the dispute which is discussed below. In total, the Company recognized $2.4 million of impairment expense during year ended December 31, 2016 related to previously recorded Capstone-related assets. The Company and INI also entered into an option agreement (the “Option Agreement”). Subject to additional provisions and conditions set forth in the Option Agreement, at any time on or prior to June 30, 2016, the Company had the right to purchase for cash all of the remaining outstanding shares of INI’s common stock not already owned by the Company after giving effect to the exercise of the Warrant, based on an aggregate enterprise value, equal to $200.0 million. The fair value of the option was deemed de minimis as of the transaction date. The Company did not exercise the option to purchase the remaining outstanding shares of INI’s common stock and such option expired on June 30, 2016. The Company was engaged in a dispute with Capstone arising out of a Manufacturing Agreement between the parties. On November 7, 2016, the parties executed a settlement agreement (the “Capstone Settlement Agreement”), which terminated the Manufacturing Agreement. Under the Capstone Settlement Agreement, the Company paid cash to Capstone in the amount of $11.0 million. All pending litigation was dismissed with prejudice. The Capstone Settlement Agreement released all parties from any and all claims, actions, causes of action, suits, controversies or counterclaims that the parties have had, now have or thereafter can, shall or may have. The Company also issued a warrant to purchase 1,289,378 shares of the Company’s common stock to INI (the “Settlement Warrant”). The exercise price of the Settlement Warrant was $1.83 per share, with a term of four years. The Company valued the Settlement Warrant by utilizing the Black Scholes model at approximately $1.8 million. As of the settlement date, the Company had approximately $21.9 million in accounts payable and accrued liabilities associated with the Capstone liability. Based upon the amounts included herein, the Company recorded a gain of approximately $9.1 million based on the Capstone settlement. Contingencies In the normal course of business or otherwise, the Company may become involved in legal proceedings. The Company will accrue a liability for such matters when it is probable that a liability has been incurred and the amount can be reasonably estimated. When only a range of possible loss can be established, the most probable amount in the range is accrued. If no amount within this range is a better estimate than any other amount within the range, the minimum amount in the range is accrued. The accrual for a litigation loss contingency might include, for example, estimates of potential damages, outside legal fees and other directly related costs expected to be incurred. As of December 31, 2017, the Company was involved in the following material legal proceedings described below. ThermoLife In January 2016, ThermoLife International LLC (“ThermoLife”), a supplier of nitrates to MusclePharm, filed a complaint against the Company in Arizona state court. In its complaint, ThermoLife alleges that the Company failed to meet minimum purchase requirements contained in the parties’ supply agreement and seeks monetary damages for the deficiency in purchase amounts. In March 2016, the Company filed an answer to ThermoLife’s complaint, denying the allegations contained in the complaint, and filed a counterclaim alleging that ThermoLife breached its express warranty to MusclePharm because ThermoLife’s products were defective and could not be incorporated into the Company’s products. Therefore, the Company believes that ThermoLife’s complaint is without merit. The lawsuit continues to be in the discovery phase. Former Executive Lawsuit In December 2015, the Company accepted notice by Mr. Richard Estalella (“Estalella”) to terminate his employment as the Company’s President. Although Estalella sought to terminate his employment with the Company for “Good Reason,” as defined in Estalella’s employment agreement with the Company (the “Employment Agreement”), the Company advised Estalella that it deemed his resignation to be without Good Reason. In February 2016, Estalella filed a complaint in Colorado state court against the Company and Ryan Drexler, Chairman of the Board, Chief Executive Officer and President, alleging, among other things, that the Company breached the Employment Agreement, and seeking certain equitable relief and unspecified damages. The Company believes Estalella’s claims are without merit. As of the date of this report, the Company has evaluated the potential outcome of this lawsuit and recorded the liability consistent with its policy for accruing for contingencies. The discovery phase of the lawsuit has concluded and the Company is preparing for a revised trial date expected to commence in May 2018. Insurance Carrier Lawsuit The Company is engaged in litigation with an insurance carrier, Liberty Insurance Underwriters, Inc. (“Liberty”), arising out of Liberty’s denial of coverage. In 2014, the Company sought coverage under an insurance policy with Liberty for claims against directors and officers of the Company arising out of an investigation by the Securities and Exchange Commission (“SEC”). Liberty denied coverage, and, on February 12, 2015, the Company filed a complaint in the District Court, City and County of Denver, Colorado against Liberty claiming wrongful and unreasonable denial of coverage for the cost and expenses incurred in connection with the SEC investigation and related matters. Liberty removed the complaint to the United States District Court for the District of Colorado, which in August 2016 granted Liberty’s motion for summary judgment, denying coverage and dismissing the Company’s claims with prejudice, and denied the Company’s motion for summary judgment. The Company filed an appeal in November 2016. The Company filed its opening brief on February 1, 2017 and Liberty filed its response brief on April 7, 2017. The Company filed its reply brief on May 5, 2017. The case moved to the 10th Circuit Court of Appeals. In October 2017 the 10th Circuit affirmed the lower court’s grant of summary judgment in favor of Liberty. We are currently working with Liberty to determine what amounts are recoverable under the policy that fall outside of the litigation. IRS Audit On April 6, 2016, the Internal Revenue Service (“IRS”) selected the Company’s 2014 Federal Income Tax Return for audit. As a result of the audit, the IRS proposed certain adjustments with respect to the tax reporting of the Company’s former executives’ 2014 restricted stock grants. Due to the Company’s current and historical loss position, the proposed adjustments would have no material impact on its Federal income tax. On October 5, 2016, the IRS commenced an audit of the Company’s employment and withholding tax liability for 2014. The IRS is contending that the Company inaccurately reported the value of the restricted stock grants and improperly failed to provide for employment taxes and federal tax withholding on these grants. In addition, the IRS is proposing certain penalties associated with the Company’s filings. On April 4, 2017, the Company received a “30-day letter” from the IRS asserting back taxes and penalties of approximately $5.3 million, of which $0.4 million related to employment taxes and $4.9 million related to federal tax withholding and penalties. Additionally, the IRS is asserting that the Company owes information reporting penalties of approximately $2.0 million. The Company’s counsel has submitted a formal protest to the IRS disputing on several grounds all of the proposed adjustments and penalties on the Company’s behalf, and the Company intends to pursue this matter vigorously through the IRS appeal process. Due to the uncertainty associated with determining the Company’s liability for the asserted taxes and penalties, if any, and to the Company’s inability to ascertain with any reasonable degree of likelihood, as of the date of this report, the outcome of the IRS appeals process, the Company has recorded an estimate for its potential liability, if any, associated with these taxes.

Note 10 - Stockholders' Deficit

Note 10 - Stockholders' Deficit	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' Deficit	Common Stock For the year ended December 31, 2017, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Shares issued to employees, executives and directors 538,945 $ 1,045 $ 1.87-2.17 Total 538,945 $ 1,045 $ 1.87-2.17 For the year ended December 31, 2016, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Shares issued to employees, executives and directors 572,154 $ 1,367 $ 1.89-2.95 Shares issued related to sale of subsidiary 200,000 640 $ 3.20 Cancellation and forfeiture of restricted stock (449,085 ) (456 ) $ 2.72-13.00 Total 323,069 $ 1,551 $ 1.89-13.00 The fair value of all stock issuances above is based upon the quoted closing trading price on the date of issuance. Common stock outstanding as of December 31, 2017 and 2016 includes shares legally outstanding even if subject to future vesting. Warrants In November 2016, the Company issued a warrant to purchase 1,289,378 shares of its common stock to the parent company of Capstone related to the dispute settlement. See Note 9 for additional information. The exercise price of this warrant was $1.83 per share, with a contractual term of four years. The Company has valued this warrant by utilizing the Black-Scholes model at approximately $1.8 million with the following assumptions: contractual life of four years, risk free interest rate of 1.27%, dividend yield of 0%, and expected volatility of 118.4%. In July 2014, the Company issued a warrant to purchase 100,000 shares of its common stock related to an endorsement agreement. See Note 14 for additional information. The exercise price of this warrant was $11.90 per share, with a contractual term of five years. This warrant was fully vested as of December 31, 2016. Treasury Stock During the years ended December 31, 2017 and 2016, the Company did not repurchase any shares of its common stock and held 875,621 shares in treasury as of December 31, 2017 and 2016. As of December 31, 2015, 860,900 of the Company’s shares held in treasury were subject to a pledge with a lender in connection with a term loan which was cancelled when the term loan was paid off in January 2016.

Note 11 - Stock-Based Compensat

Note 11 - Stock-Based Compensation	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	Stock Incentive Plans In 2015, the Board adopted the MusclePharm Corporation 2015 Incentive Compensation Plan (the “2015 Plan”). The 2015 Plan provides for the issuance of incentive stock options, non-qualified stock options, restricted stock, stock appreciation rights, restricted stock units, dividend equivalent rights, and other cash- and stock-based awards to employees, consultants and directors of the Company or its subsidiaries. The 2015 Plan is administered by the Board, unless the Board elects to delegate administration responsibilities to a committee (either of the foregoing, or their authorized delegates, the “plan administrator”), and will continue in effect until terminated. The 2015 Plan may be amended, modified or terminated, subject to stockholder approval to the extent necessary to comply with applicable law or to the extent an amendment increases the number of shares available under the 2015 Plan or permits the extension of the exercise period for an stock option or stock appreciation right beyond ten years from the date of grant, and, with respect to outstanding awards, subject to the consent of the holder thereof if the amendment, modification or termination materially and adversely affects such holder. The total number of shares that may be issued under the 2015 Plan cannot exceed 2,000,000, subject to adjustment in the event of certain changes in the capital structure of the Company. As of December 31, 2017, 833,574 shares were available for issuance under the 2015 Plan. The plan administrator determines the individuals who are issued awards and the terms and conditions of the awards, including vesting terms and conditions. The plan administrator also determines the methods by which the exercise price of stock options may be paid, which may include a combination of cash or check, shares, a promissory note or other property, and the methods by which shares are delivered. Under the 2015 Plan, in any calendar year, the maximum number of shares with respect to which awards may be granted to any one participant during the year is 350,000 shares, subject to adjustment in the event of specified changes in the capital structure of the Company, and the maximum amount that may be paid in cash during any calendar year with respect to any award is $1.5 million. Restricted Stock The Company’s stock-based compensation for the years ended December 31, 2017 and 2016 consisted primarily of restricted stock awards. The restricted stock awards that were granted to employees, executives and Board members were as follows: Unvested Restricted Stock Awards Number of Shares Weighted Average Grant Date Fair Value Unvested balance – December 31, 2015 1,025,999 $ 12.34 Granted 572,154 2.39 Vested (843,643 ) 9.94 Cancelled (260,000 ) 13.00 Forfeited (116,085 ) 8.65 Unvested balance – December 31, 2016 378,425 3.45 Granted 538,945 1.94 Vested (430,103 ) 2.83 Unvested balance – December 31, 2017 487,267 2.32 The total fair value of restricted stock awards granted to employees, executives and Board members was $1.0 million and $1.4 million for the years ended December 31, 2017 and 2016, respectively. As of December 31, 2017, the total unrecognized expense for unvested restricted stock awards, net of expected forfeitures, was $1.1 million, which is expected to be amortized over a weighted average period of 10 months. Restricted Stock Awards Issued to Ryan Drexler, Chairman of the Board, Chief Executive Officer and President The Company issued Mr. Drexler (i) 200,000 shares of restricted stock, with a grant date value of $0.5 million, in December 2016 and (ii) 350,000 shares of restricted stock, with a grant date value of $0.7 million, in January 2017, in each case, calculated based upon the closing price of the Company’s common stock on the date of issuance. These shares of restricted stock vested in full upon the first anniversary of the grant date. In October 2015, the Company entered into loan modification agreements with the banking institution under its line of credit and term loan to: (i) change the maturity date of the loans to January 15, 2016, (ii) prohibit the loans to be declared in default prior to December 10, 2015, except for defaults resulting from failure to make timely payments, and (iii) delete certain financial covenants from the line of credit. In consideration for these modifications, Ryan Drexler, and a family member, provided their individual guaranty for the remaining balance of the loans of $6.2 million. In consideration for executing his guaranty, the Company issued to Mr. Drexler 28,571 shares of common stock with a grant date fair value of $80,000, based upon the closing price of the Company’s common stock on the date of issuance. Accelerated Vesting of Restricted Stock Awards Related to Terminations of Employment In March 2016, Brad Pyatt, the Company’s former Chief Executive Officer, terminated employment with the Company. In connection with the termination of his employment, 500,000 shares of restricted stock held by Mr. Pyatt vested in full upon his termination of employment in accordance with the original grant terms. In connection with the accelerated vesting of these restricted stock awards, the Company recognized stock compensation expense of $3.9 million, which is included in “Salaries and Benefits” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2016. In March 2017, Brent Baker, the Company’s former Executive Vice President of International Business, terminated employment with the Company. In connection with his termination of employment in March 2017, 10,000 shares of restricted stock held by Mr. Baker vested in full upon his termination of employment in accordance with the original grant terms. In connection with the accelerated vesting of these restricted stock awards, the Company recognized stock compensation expense of $42,902, which is included in “Salaries and Benefits” in the accompanying Consolidated Statements of Operations for the year ended December 31, 2017. Stock Options The Company may grant options to purchase shares of the Company’s common stock to certain employees and directors pursuant to the 2015 Plan. Under the 2015 Plan, all stock options are granted with an exercise price equal to or greater than the fair market value of a share of the Company’s common stock on the date of grant. Vesting is generally determined by the plan administrator under the 2015 Plan. No stock option may be exercisable more than ten years after the date it is granted. In February 2016, the Company issued options to purchase 137,362 shares of its common stock to Mr. Drexler, the Company’s Chairman of the Board, Chief Executive Officer, and President, and options to purchase 54,945 shares of its common stock to Michael Doron, the former Lead Director of the Board. Upon resignation from the Board of Directors in June 2017, Mr. Doron forfeited 20,604 of the options issued. These stock options were granted with an exercise price of $1.89 per share, a contractual term of 10 years and a grant date fair value of $1.72 per share, or $0.3 million in the aggregate, which is amortized on a straight-line basis over the vesting period of two years. The Company determined the fair value of the stock options using the Black-Scholes model. The table below sets forth the assumptions used in valuing such options. For the Year Ended December 31, 2016 Expected term of options 6.5 years Expected volatility-range used 118.4%-131.0% Expected volatility-weighted average 125.7% Risk-free interest rate-range used 1.27%-1.71% For the years ended December 31, 2017 and 2016, the Company recorded stock compensation expense related to options of $0.2 million for both years. Stock Options Summary Table The following table describes the total options outstanding, granted, exercised, expired and forfeited as of and during the years ended December 31, 2017 and 2016, as well as the total options exercisable as of December 31, 2017. Shares obtained from the exercise of our options are subject to various trading restrictions. Options Pursuant to the 2015 Plan Weighted Average Exercise Price Per Share Weighted Average Fair Value of Options Granted During the Year Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Issued and outstanding as of December 31, 2015 — — — — — Granted 331,584 $ 2.10 $ 1.88 — $ — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2016 331,584 2.10 1.88 — — Granted — — — Exercised — — — Forfeited (159,881 ) 2.33 2.09 Issued and outstanding as of December 31, 2017 171,703 1.89 1.72 8.15 — Exercisable as of December 31, 2017 72,114 $ 1.89 1.72 8.15 — As of December 31, 2017, the total unrecognized expense for unvested stock options was approximately $20,000, which is expected to be amortized over a weighted average period of two months.

Note 12 - Defined Contribution

Note 12 - Defined Contribution Plan	12 Months Ended
	Dec. 31, 2017
Retirement Benefits [Abstract]
Defined Contribution Plan	The Company established a 401(k) Plan (the “401(k) Plan”) for eligible employees of the Company. Generally, all employees of the Company who are at least twenty-one years of age and who have completed six months of service are eligible to participate in the 401(k) Plan. The 401(k) Plan is a defined contribution plan that provides that participants may make voluntary salary deferral contributions, on a pretax basis, in the form of voluntary payroll deductions. The Company may make discretionary matching contributions. For the years ended December 31, 2017 and 2016, the Company’s matching contribution were $0.1 million and $0.2 million, respectively.

Note 13 - Net Loss per Share

Note 13 - Net Loss per Share	12 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Net Loss per Share	Basic net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during each period. There was no dilutive effect for the outstanding potentially dilutive securities for the years ended December 31, 2017 and 2016, respectively, as the Company reported a net loss for all periods. The following table sets forth the computation of the Company’s basic and diluted net loss per share for the years presented (in thousands, except share and per share data): For the Years Ended December 31, 2017 2016 Net loss $ (10,973 ) $ (3,477 ) Weighted average common shares used in computing net loss per share, basic and diluted 13,877,686 13,438,248 Net loss per share, basic and diluted $ (0.79 ) $ (0.26 ) Diluted net loss per share is computed by dividing net loss for the period by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the treasury stock method to determine whether there is a dilutive effect of outstanding potentially dilutive securities, and the if-converted method to assess the dilutive effect of the convertible notes. There was no dilutive effect for the outstanding awards for the years ended December 31, 2017 and 2016, respectively, as the Company reported a net loss for both periods. However, if the Company had net income for the year ended December 31, 2017, the potentially dilutive securities included in the earnings per share computation would have been 18,264,564. If the Company had net income for the year ended December 31, 2016, the potentially dilutive securities included in the earnings per share computation would have been 10,719,011. Total outstanding potentially dilutive securities were comprised of the following: As of December 31, 2017 2016 Stock options 171,703 331,584 Warrants 1,389,378 1,389,378 Unvested restricted stock 487,267 378,425 Convertible notes 16,216,216 8,619,624 Total common stock equivalents 18,264,564 10,719,011

Note 14 - Endorsement Agreement

Note 14 - Endorsement Agreements	12 Months Ended
	Dec. 31, 2017
Text Block [Abstract]
Endorsement Agreements	Arnold Schwarzenegger In July 2013, the Company entered into an Endorsement Licensing and Co-Branding Agreement by and among the Company and AS Parties. Under the terms of the agreement, Mr. Schwarzenegger was co-developing a special Arnold Schwarzenegger product line being co-marketed under Mr. Schwarzenegger’s name and likeness. In connection with this agreement, the Company also issued to Marine MP, LLC fully vested restricted shares of common stock with an aggregate market value of $8.5 million. The issuance was being amortized over the original three-year term of the agreement to “Advertising and promotion” expense. In May 2016, the Company received written notice to terminate the Endorsement Licensing and Co-Branding Agreement effective immediately. As a result, $2.0 million of intangible assets, prepaid assets and inventory related to the Arnold Schwarzenegger product line was written off as an impairment expense. On December 17, 2016, the Company entered into the AS Parties Settlement Agreement, effective January 4, 2017. Pursuant to the AS Parties Settlement Agreement, and to resolve and settle all disputes between the parties and release all claims between them, the Endorsement Licensing and Co-Branding Agreement was terminated and the Company agreed to pay the AS Parties (a) $1 million, which payment was released to the AS Parties on January 5, 2017, and (b) $2.0 million within six months of the effective date of the AS Parties Settlement Agreement. The Company also has agreed that it will not sell any products from its Arnold Schwarzenegger product line, will donate to a charity chosen by Arnold Schwarzenegger any remaining usable product, and otherwise destroy any products currently in inventory. See Note 9 for further details. ETW In July 2014, the Company entered into an Endorsement Agreement with ETW. Under the terms of the agreement, Tiger Woods agreed to endorse certain of the Company’s products and use a golf bag during all professional golf play that prominently displayed the MusclePharm name and logo. In conjunction with this agreement, the Company issued 446,853 shares of the Company’s restricted common stock to ETW, with an aggregate market value of $5.0 million. The shares were amortized over the original four-year term of the agreement. The current and non-current portions of the unamortized stock compensation were initially included as a component of “Prepaid stock compensation” in the Consolidated Balance Sheets. The amount of unamortized stock compensation expense of $3.5 million related to this agreement was written off in connection with the restructuring plan disclosed further in Note 5. In May 2016, the Company entered into a settlement agreement with ETW, which eliminates all costs and terminates all future commitments under the Endorsement Agreement. Pursuant to the settlement agreement, the Company paid ETW $2.2 million to terminate the parties’ obligations under Endorsement Agreement and to resolve all disputes between the parties. As a result, the Company adjusted its restructuring accrual balance from $7.0 million to $2.2 million according to the settlement agreement and recorded an expense credit of $4.8 million during the year ended December 31, 2016. Johnny Manziel In July 2014, the Company entered into an Endorsement Agreement for the services of Johnny Manziel. As part of this agreement, the Company issued a warrant to purchase 100,000 shares of its common stock at an exercise price of $11.90 per share. The warrants vest monthly over a period of 24 months beginning August 15, 2014, and have a five-year contractual term. The Company recognized stock-based compensation expense of $6,000 for the year ended December 31, 2016, related to these warrants, which is included as a component of “Advertising and promotion” expense in the accompanying Consolidated Statements of Operations. In connection with the restructuring disclosed in Note 5, the Company notified Johnny Manziel of its intention to terminate the endorsement agreement due to breach; however, Johnny Manziel has disputed the termination notice. As of December 31, 2016, all shares were vested under the warrant.

Note 15 - Income Taxes

Note 15 - Income Taxes	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	The components of loss before provision for income taxes for the years ended December 31, 2017 and 2016 are as follows (in thousands): For the Years Ended December 31, 2017 2016 Domestic $ (11,123 ) $ (3,857 ) Foreign 293 698 Loss before provision for income taxes $ (10,830 ) $ (3,159 ) Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due. Deferred taxes relate to differences between the basis of assets and liabilities for financial and income tax reporting which will be either taxable or deductible when the assets or liabilities are recovered or settled. As of December 31, 2017, the Company has a Federal net operating loss carry-forward of $89.2 million available to offset future taxable income. The Company has estimated state loss carry-forwards of $54.6 million. The Company also has federal research and development credit carryforwards of $0.2 million as of December 31, 2017. Utilization of net operating losses and R&D credits may be limited due to potential ownership changes under Section 382 of the IRS Code. These net operating loss carry-forwards and federal R&D credits have expiration dates starting in 2030 through 2037. The valuation allowance as of December 31, 2017 was $24.0 million. The net change in valuation allowance for the year ended December 31, 2017 was a decrease of $7.6 The effects of temporary differences that gave rise to significant portions of deferred tax assets as of December 31, 2017 and 2016, are as follows (in thousands): As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 21,661 $ 29,359 Other 1,936 1,794 Gross deferred tax assets 23,597 31,153 Valuation allowance (23,597 ) (31,153 ) Net deferred tax assets — — Deferred tax liability Stock-based compensation — — Intangibles — — Gross deferred tax liabilities — — Net deferred tax assets $ — $ — The Company incurred income tax expense of $108,000 and $318,000 for the years ended December 31, 2017 and 2016, respectively. Of the total tax provision for the years ended December 31, 2017 and 2016, $50,000 and $134,000 was attributed to taxes for foreign operations, respectively. The income tax provision for the years ended December 31, 2017 and 2016 included the following (in thousands): For the Years Ended December 31, 2017 2016 Current income tax expense: Federal $ — $ 145 State 58 39 Foreign 50 134 108 318 Deferred income tax provision: Federal — — State — — Foreign — — — — Provision for income taxes, net $ 108 $ 318 The income tax provision differs from those computed using the statutory federal tax rate of 34% due to the following (in thousands): For the Years Ended December 31, 2017 2016 Expected provision at statutory federal rate $ (3,682 ) $ (1,074 ) State tax — net of federal benefit 19 23 Foreign income/losses taxed at different rates (31 ) (38 ) Sale of BioZone — 949 Stock-based compensation 289 — Rate change 11,989 - Other 156 217 Change in valuation allowance (8,632 ) 241 Income tax expense $ (108 ) $ 318 A reconciliation of the beginning and ending amount of unrecognized tax benefits (“UTB’s”) is as follows (in thousands): Gross UTB’s as of December 31, 2016 $ 245 Deductions for tax positions taken in a prior year (206 ) Additions for tax positions taken in the current year — Gross UTB’s as of December 31, 2017 $ 39 If recognized, none of the Company’s unrecognized tax benefits as of December 31, 2017 would reduce its annual effective tax rate but would result in a corresponding adjustment to its deferred tax valuation allowance. As of December 31, 2017, the Company has not recorded a liability for potential interest or penalties. The Company also does not expect its unrecognized tax benefits to change significantly over the next 12 months. By statute, all tax years are open to examination by the major taxing jurisdictions to which the Company is subject. The Tax Cuts and Jobs Act of 2017 (Tax Act), as signed by the President of the United States on December 22, 2017, significantly revises U.S. tax law. The tax reform legislation reduces the corporate tax rate, limits or eliminates certain tax deductions and changes the taxation of foreign earnings of U.S. multinational companies. The Deemed Repatriation Transition Tax (Transition Tax) is a tax on previously untaxed accumulated and current earnings and profits (E&P) of our foreign subsidiary at reduced tax rates. To determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. The Tax Act reduces the corporate tax rate to 21 percent, effective January 1, 2018. Consequently, we recorded a provisional decrease to deferred tax assets of approximately $12.0 million. This reduction was fully offset by a corresponding change in the valuation allowance recorded against our deferred tax assets. The SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provides a measurement period that should not extend beyond one year from the Tax Act enactment date for companies to complete the accounting under ASC 740. In accordance with SAB 118, a company must reflect the income tax effects of those aspects of the Act for which the accounting under ASC 740 is complete. To the extent that a company’s accounting for certain income tax effects of the Tax Act is incomplete but it is able to determine a reasonable estimate, it must record a provisional estimate in the financial statements. If a company cannot determine a provisional estimate to be included in the financial statements, it should continue to apply ASC 740 on the basis of the provisions of the tax laws that were in effect immediately before the enactment of the Tax Act. We are able to make a reasonable estimate of the Transition Tax and expect to utilize U.S. net operating losses to reduce the tax. We will continue to gather additional information to more precisely compute the amount of the Transition Tax within the measurement period. Although the tax rate reduction is known, we have not collected all of the necessary data to complete our analysis of the effect of the Tax Act on the underlying deferred taxes and as such, the amounts recorded as of December 31, 2017 are provisional.

Note 16 - Segments, Geographica

Note 16 - Segments, Geographical Information	12 Months Ended
	Dec. 31, 2017
Segment Reporting [Abstract]
Geographical Information	The Company’s chief operating decision maker reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance. As such, the Company currently has a single reporting segment and operating unit structure. In addition, substantially all long-lived assets are attributable to operations in the U.S. for both periods presented. Revenue, net by geography is based on the company addresses of the customers. The following table sets forth revenue, net by geographic area (in thousands): For the Years Ended December 31, 2017 2016 Revenue, net: United States $ 61,656 $ 86,748 International 40,499 45,751 Total revenue, net $ 102,155 $ 132,499

Note 17 - Other Related Party T

Note 17 - Other Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Other Related Party Transactions	Key Executive Life Insurance The Company had purchased split dollar life insurance policies on certain key executives. These policies provide a split of 50% of the death benefit proceeds to the Company and 50% to the officer’s designated beneficiaries. All policies were terminated or transferred to the former employees as of December 31, 2016.

Note 18 - Subsequent Events

Note 18 - Subsequent Events	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	GAAP requires an entity to disclose events that occur after the balance sheet date but before financial statements are issued or are available to be issued (“subsequent events”) as well as the date through which an entity has evaluated subsequent events. There are two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements, (“recognized subsequent events”). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (“non-recognized subsequent events”). Recognized Subsequent Events None. Unrecognized Subsequent Events Effective February 1, 2018, we entered into an Amended and Restated Executive Employment Agreement with Ryan Drexler, pursuant to which, among other things, Mr. Drexler agreed to continue to serve as the Company’s Chairman of the Board of Directors, Chief Executive Officer and President through January 31, 2021.

Note 2 - Summary of Significa26

Note 2 - Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). The Consolidated Financial Statements include the accounts of MusclePharm Corporation and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation.
Use of Estimates	The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Such estimates include, but are not limited to future cash flows and operating plans, allowance for doubtful accounts, revenue discounts and allowances, the valuation of inventory and deferred tax assets, the assessment of useful lives, recoverability and valuation of long-lived assets, likelihood and range of possible losses on contingencies, restructuring liabilities, valuations of equity securities and intangible assets, fair value of derivatives, warrants and options, among others. Actual results could differ from those estimates.
Cash	The Company considers all highly liquid investments purchased with an original maturity of three months or less at the date of purchase and money market accounts to be cash equivalents. As of December 31, 2017 and 2016, the Company had no cash equivalents and all cash amounts consisted of cash on deposit.
Accounts Receivable and Allowance for Doubtful Accounts	Accounts receivable represents trade obligations from customers that are subject to normal trade collection terms and are recorded at the invoiced amount, net of any sales discounts and allowance for doubtful accounts, and do not typically bear interest. The Company assesses the collectability of the accounts by taking into consideration the aging of accounts receivable, changes in customer credit worthiness, general market and economic conditions, and historical experience. Bad debt expenses are recorded as part of “Selling, general and administrative” expenses in the Consolidated Statements of Operations. The Company writes off the receivable balance against the allowance when management determines a balance is uncollectible. The Company also reviews its customer discounts and an accrual is made for discounts earned but not yet utilized at each period end. The Company performs ongoing evaluations of its customers’ financial condition and generally does not require collateral. Some international customers are required to pay for their orders in advance of shipment. Accounts receivable consisted of the following as of December 31, 2017 and 2016 (in thousands): As of December 31, 2017 2016 Accounts receivable $ 18,973 $ 15,574 Less: allowance for discounts (942 ) (1,759 ) Less: allowance for doubtful accounts (1,363 ) (462 ) Accounts receivable, net $ 16,668 $ 13,353 The allowance for discounts consisted of the following activity for the years ended December 31, 2017 and 2016 (in thousands): For the Years Ended December 31, 2017 2016 Allowance for discounts, beginning balance $ 1,759 $ 3,707 Charges against revenues 18,016 34,627 Utilization of reserve (18,833 ) (36,575 ) Allowance for discounts, ending balance $ 942 $ 1,759
Revenue Recognition	Revenue is recognized when all of the following criteria are met: ● Persuasive evidence of an arrangement exists. ● Delivery has occurred. ● The fee is fixed or determinable. ● Collection is reasonably assured. The Company’s standard terms and conditions of sale allow for product returns or replacements in certain cases. Estimates of expected future product returns are recognized at the time of sale based on analyses of historical return trends by customer type. Upon recognition, the Company reduces revenue and cost of revenue for the estimated return. Return rates can fluctuate over time, but are sufficiently predictable with established customers to allow the Company to estimate expected future product returns, and an accrual is recorded for future expected returns when the related revenue is recognized. Product returns incurred from established customers were insignificant for the years ended December 31, 2017 and 2016, respectively. The Company offers sales incentives through various programs, consisting primarily of advertising related credits, volume incentive rebates, and sales incentive reserves. The Company records advertising related credits with customers as a reduction to revenue as no identifiable benefit is received in exchange for credits claimed by the customer. Volume incentive rebates are provided to certain customers based on contractually agreed upon percentages once certain thresholds have been met. Sales incentive reserves are computed based on historical trending and budgeted discount percentages, which are typically based on historical discount rates with adjustments for any known changes, such as future promotions or one-time historical promotions that will not repeat for each customer. The Company records sales incentive reserves and volume rebate reserves as a reduction to revenue. During the years ended December 31, 2017 and 2016, the Company recorded discounts, and to a lesser degree, sales returns, totaling $18.0 million and $34.6 million, respectively, which accounted for 15% and 21% of gross revenue in each period, respectively.
Concentrations	Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The cash balance at times may exceed federally insured limits. Management believes the financial risk associated with these balances is minimal and has not experienced any losses to date. Significant customers are those which represent more than 10% of the Company’s net revenue for each period presented, or the Company’s net accounts receivable balance as of each respective balance sheet date. For each significant customer, revenue as a percentage of total revenue and accounts receivable as a percentage of total net accounts receivable are as follows: Percentage of Net Revenue for the Years Ended December 31, Percentage of Net Accounts Receivable as of December 31, 2017 2016 2017 2016 Customers Costco 26 % 20 % 21 % 17 % Amazon 13 % * 14 % * Vitamin Shoppe, Inc. * * * 10 % Sport One Trading LLC * * * 10 % * Represents less than 10% of net revenue or net accounts receivable. The Company uses a limited number of non-affiliated suppliers for contract manufacturing its products. The Company has quality control and manufacturing agreements in place with its primary manufacturers to ensure consistency in production and quality. The agreements ensure products are manufactured to the Company’s specifications and the contract manufacturers will bear the costs of recalled product due to defective manufacturing. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2017 and 2016: For the Years Ended December 31, Vendor 2017 2016 Nutra Blend 53 % 52 % S.K.Laboratories 16 % * Prinova 15 % * Bakery Barn * 25 % * Represents less than 10% of purchases.
Inventory	MusclePharm products are produced through third party manufacturers, and the cost of product inventory is recorded using standard cost methodology. This standard cost methodology closely approximates actual cost. Prior to the sale of the BioZone subsidiary, its products were manufactured in production facilities in Pittsburg, CA, and the cost of inventory was recorded using a weighted average cost basis. BioZone was sold in May 2016. Inventory is valued at the lower of cost or net realizable value. Adjustments to reduce the cost of inventory to its net realizable value are made, if required, and estimates are made for obsolescence, excess or slow-moving inventories, non-conforming inventories and expired inventory. These estimates are based on management’s assessment of current future product demand, production plan and market conditions.
Prepaid Giveaways	Prepaid giveaways represent non-inventory sample items which are given away to aid in promotion of the brand. Costs related to promotional giveaways are expensed as a component of “Advertising and promotion” expenses in the Consolidated Statements of Operations when the product is either given away at a promotional event or shipped to the customer.
Prepaid Expenses and Other Current Assets	Prepaid expenses and other current assets consist of various payments the Company has made in advance for goods or services to be received in the future. These prepaid expenses include legal retainers, print advertising, insurance and service contracts requiring up-front payments. During the year ended December 31, 2016, the Company wrote down $1.4 million related to an impaired manufacturing agreement. See additional information in Note 6. During the year ended December 31, 2017, the Company did not have any similar write-offs.
Property and Equipment	Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization is computed on a straight-line basis over the estimated useful lives of the respective assets or, in the case of leasehold improvements, the remaining lease term, if shorter. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation are removed and the resulting gains or losses are recorded in the statements of operations. Repairs and maintenance costs are expensed as incurred. The estimated useful lives of the property and equipment are as follows: Property and Equipment Estimated Useful Life Furniture, fixtures and equipment 3 - 7 years Leasehold improvements Lesser of estimated useful life or remaining lease term Manufacturing and lab equipment 3 - 5 years Vehicles 3 - 5 years Displays 5 years Website 3 years
Intangible Assets	Acquired intangible assets are recorded at estimated fair value, net of accumulated amortization, and costs incurred in obtaining certain trademarks are capitalized, and are amortized over their related useful lives, using a straight-line basis consistent with the underlying expected future cash flows related to the specific intangible asset. Costs to renew or extend the life of intangible assets are capitalized and amortized over the remaining useful life of the asset. Amortization expenses are included as a component of “Selling, general and administrative” expenses in the Consolidated Statements of Operations. The estimated useful life of the intangible assets is 7 years.
Impairment of Long-Lived Assets	Long-lived assets are reviewed for impairment whenever events or changes in circumstances exist that indicate the carrying amount of an asset may not be recoverable. When indicators of impairment exist, an estimate of undiscounted future cash flows is used in measuring whether the carrying amount of the asset or related asset group is recoverable. Measurement of the amount of impairment, if any, is based upon the difference between the asset’s carrying value and estimated fair value. Based upon management’s analysis, the Company recognized $0.2 million of impairments of long-lived assets related to leasehold improvements for the discontinued use of certain portions of the Denver office during the year ended December 31, 2017. Based upon management’s analysis, the Company recognized $1.7 million of impairments of long-lived assets related to the termination of certain manufacturing agreements and product lines during the year ended December 31, 2016. See additional information in Note 6 and Note 9.
Beneficial Conversion Feature	The issuance of the Company's convertible notes to a related party in 2016 generated a beneficial conversion feature, which arises when a debt or equity security is issued with an embedded conversion option that is beneficial to the investor or in the money at inception because the conversion option has an effective strike price that is less than the market price of the underlying stock at the commitment date. The Company recognized the beneficial conversion features by allocating the intrinsic value of the conversion option, which is the number of shares of common stock available upon conversion multiplied by the difference between the effective conversion price per share and the fair value of common stock per share on the commitment date, to additional paid-in capital, resulting in a discount on the convertible notes. The discounts are accreting from the date of issuance through the redemption dates. Accretion expense is recognized over the period utilizing the effective interest method. See additional information in Note 8.
Fair Value	GAAP defines fair value as the exchange price that would be received from selling an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company measures its financial assets and liabilities at fair value at each reporting period using an estimated fair value hierarchy which requires the Company to the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value: ● Level 1 — Observable inputs are unadjusted quoted prices in active markets for identical assets or liabilities; ● Level 2 — Observable inputs are quoted prices for similar assets and liabilities in active markets or inputs other than quoted prices which are observable for the assets or liabilities, either directly or indirectly through market corroboration, for substantially the full term of the financial instruments; and ● Level 3 — Unobservable inputs which are supported by little or no market activity and which are significant to the fair value of the assets or liabilities. These inputs are based on our own assumptions used to measure assets and liabilities at fair value and require significant management judgment or estimation The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Cost of Revenue	Cost of revenue for MusclePharm and its subsidiaries represents costs directly related to the production, manufacturing and freight-in of the Company’s products purchased from third-party manufacturers. The Company ships customer orders from a warehouse which is operated with the Company’s equipment and employees, with inventory that is owned by the Company. The Company also utilizes contract manufacturers to drop ship product directly to customers. Cost of revenue for products produced by BioZone consisted of raw materials, direct labor, freight-in, supplies and equipment rental expenses. The Company sold BioZone in May 2016.
Advertising and Promotion	Our advertising and promotion expenses consist primarily of digital, print and media advertising, athletic endorsements and sponsorships, promotional giveaways, trade show events and various partnering activities with our retail partners, and are expensed as incurred. For major trade shows, the expenses are recognized within a calendar year over the period in which the Company recognizes revenue associated with sales generated at the trade show. Some of the contracts provide for contingent payments to endorsers or athletes based upon specific achievement in their sports, such as winning a championship. The Company records expense for these payments if and when the endorser achieves the specific achievement.
Share-Based Payments and Stock-Based Compensation	Share-based compensation awards, including stock options and restricted stock awards, are recorded at estimated fair value on the awards’ grant date, based on estimated number of awards that are expected to vest. The grant date fair value is amortized on a straight-line basis over the time in which the awards are expected to vest, or immediately if no vesting is required. Share-based compensation awards issued to non-employees for services are recorded at either the fair value of the services rendered or the fair value of the share-based payments whichever is more readily determinable. The fair value of restricted stock awards is based on the fair value of the stock underlying the awards on the grant date as there is no exercise price. The fair value of stock options is estimated using the Black-Scholes option-pricing model. The determination of the fair value of each stock award using this option-pricing model is affected by the Company’s assumptions regarding a number of complex and subjective variables. These variables include, but are not limited to, the expected stock price volatility over the term of the awards and the expected term of the awards based on an analysis of the actual and projected employee stock option exercise behaviors and the contractual term of the awards. The Company recognizes stock-based compensation expense over the requisite service period, which is generally consistent with the vesting of the awards, based on the estimated fair value of all stock-based payments issued to employees and directors that are expected to vest.
Foreign Currency	The functional currency of the Company’s foreign subsidiaries, MusclePharm Canada, MusclePharm Australia, and MusclePharm Ireland, is the local currency. The assets and liabilities of the foreign subsidiaries are translated into U.S. dollars at exchange rates in effect at each balance sheet date. Revenue and expenses are translated at average exchange rates in effect during the year. Equity transactions are translated using historical exchange rates. The resulting translation adjustments are recorded to a separate component of “Accumulated other comprehensive loss” in the Consolidated Balance Sheets. Foreign currency gains and losses resulting from transactions denominated in a currency other than the functional currency are included in “Other expense, net” in the Consolidated Statements of Operations.
Comprehensive Loss	Comprehensive loss is composed of two components: net loss and other comprehensive loss. Other comprehensive loss refers to revenue, expenses, gains and losses that under GAAP are recorded as an element of stockholders’ deficit, but are excluded from the Company’s net loss. The Company’s other comprehensive loss is made up of foreign currency translation adjustments for both periods presented.
Segments	Management has determined that it currently operates in one segment. The Company’s chief operating decision maker reviews financial information on a consolidated basis, together with certain operating and performance measures principally to make decisions about how to allocate resources and to measure the Company’s performance.
Income Taxes	Income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases, operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is required to be established unless management determines that it is more likely than not that we will ultimately realize the tax benefit associated with a deferred tax asset.
Recent Accounting Pronouncements	During August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Statement of Cash Flows - Classification of Certain Cash Receipts and Cash Payments In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Revenue Recognition- Construction-Type and Production-Type Contracts Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) Leases In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments

Note 2 - Summary of Significa27

Note 2 - Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Schedule of Accounts Receivable	As of December 31, 2017 2016 Accounts receivable $ 18,973 $ 15,574 Less: allowance for discounts (942 ) (1,759 ) Less: allowance for doubtful accounts (1,363 ) (462 ) Accounts receivable, net $ 16,668 $ 13,353
Schedule of Allowance for Discount	For the Years Ended December 31, 2017 2016 Allowance for discounts, beginning balance $ 1,759 $ 3,707 Charges against revenues 18,016 34,627 Utilization of reserve (18,833 ) (36,575 ) Allowance for discounts, ending balance $ 942 $ 1,759
Significant customers	Percentage of Net Revenue for the Years Ended December 31, Percentage of Net Accounts Receivable as of December 31, 2017 2016 2017 2016 Customers Costco 26 % 20 % 21 % 17 % Amazon 13 % * 14 % * Vitamin Shoppe, Inc. * * * 10 % Sport One Trading LLC * * * 10 % * Represents less than 10% of net revenue or net accounts receivable. The Company had the following concentration of purchases with contract manufacturers for years ended December 31, 2017 and 2016: For the Years Ended December 31, Vendor 2017 2016 Nutra Blend 53 % 52 % S.K.Laboratories 16 % * Prinova 15 % * Bakery Barn * 25 % * Represents less than 10% of purchases.
Schedule of Estimated Useful Lives of Property, Plant, and Equipment	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

Note 4 - Sale of BioZone (Table

Note 4 - Sale of BioZone (Tables)	12 Months Ended
	Dec. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Summary of Components of Loss from Sale of Bio Zone	Cash proceeds from sale $ 5,942 Consideration for common stock transferred 50 Prepaid inventory 2,000 Fair market value of the common stock transferred (640 ) Assets sold: Accounts receivable, net (923 ) Inventory, net (1,761 ) Fixed assets, net (2,003 ) Intangible assets, net (5,657 ) All other assets (41 ) Liabilities transferred 1,197 Transaction and other costs (279 ) Loss on sale of subsidiary $ (2,115 )

Note 5 - Restructuring (Tables)

Note 5 - Restructuring (Tables)	12 Months Ended
	Dec. 31, 2017
Restructuring and Related Activities [Abstract]
Schedule of Provision of Restructuring and Accrued Restructuring Charges	Employee Severance Costs Contract Termination Costs Purchase Commitment of Discontinued Inventories Not Yet Received Abandoned Lease Facilities Total Balance as of December 31, 2015 $ 508 $ 8,150 $ 350 $ 411 $ 9,419 Expensed 601 (288 ) — 1,399 1,712 Benefit from settlement of Endorsement Agreement with ETW — (4,750 ) — — (4,750 ) Cash payments (1,109 ) (2,804 ) (175 ) (1,506 ) (5,594 ) Reclassification from accounts payable to restructuring charges — — — 35 35 Balance as of December 31, 2016 — 308 175 339 822 Expensed — — — 816 816 Cash payments — — — (923 ) (923 ) Balance as of December 31, 2017 $ — $ 308 $ 175 $ 232 $ 715
Schedule of Future Payments Under The Restructuring Plan	For the Years Ending December 31, Outstanding Payments 2018 2019 2020 Total Contract termination costs $ 308 $ — $ — $ 308 Purchase commitment of discontinued inventories not yet received 175 — — 175 Abandoned leased facilities 112 91 29 232 Total future payments $ 595 $ 91 $ 29 $ 715

Note 6 - Balance Sheet Compon30

Note 6 - Balance Sheet Components (Tables)	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Schedule of Property, Plant and Equipment	As of December 31, 2017 2016 Furniture, fixtures and equipment $ 3,597 $ 3,521 Leasehold improvements 2,044 2,504 Manufacturing and lab equipment 3 3 Vehicles 86 334 Displays 485 483 Website 462 462 Construction in process — 55 Property and equipment, gross 6,677 7,362 Less: accumulated depreciation and amortization (4,855 ) (4,119 ) Property and equipment, net $ 1,822 $ 3,243
Schedule of Intangible Assets	As of December 31, 2017 Gross Value Accumulated Amortization Net Carrying Value Remaining Weighted-Average Useful Lives (years) Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (927 ) $ 1,317 4.1 Total intangible assets $ 2,244 $ (927 ) $ 1,317 As of December 31, 2016 Gross Value Accumulated Amortization Net Carrying Value Remaining Weighted-Average Useful Lives (years) Amortized Intangible Assets Brand (apparel rights) $ 2,244 $ (606 ) $ 1,638 5.1 Total intangible assets $ 2,244 $ (606 ) $ 1,638
Schedule of Estimated Future Amortization Expense of Intangible Assets	For the Year Ending December 31, 2018 $ 321 2019 321 2020 321 2021 321 2022 33 Total amortization expense $ 1,317

Note 7 - Other Expense, net (Ta

Note 7 - Other Expense, net (Tables)	12 Months Ended
	Dec. 31, 2017
Other Income and Expenses [Abstract]
Other Expense, net	For the Year Ended December 31, 2017 2016 Other expense, net: Interest expense, related party $ (2,423 ) $ (682 ) Interest expense, other (46 ) (258 ) Interest expense, secured borrowing arrangement (792 ) (702 ) Foreign currency transaction gain 26 23 Other (837 ) (694 ) Total other expense, net $ (4,072 ) $ (2,313 )

Note 8 - Debt (Tables)

Note 8 - Debt (Tables)	12 Months Ended
	Dec. 31, 2017
Debt Disclosure [Abstract]
Schedule of Long Term Debt	As of December 31, 2017 2016 2017 Refinanced Convertible Note due December 31, 2019 with a related party $ 18,000 $ — 2016 Convertible Note due November 8, 2017 with a related party, net of discount — 10,465 2015 Convertible Note due November 8, 2017 with a related party — 6,000 Obligations under secured borrowing arrangement 5,385 2,681 Secured line of credit 3,000 — Unamortized loan costs (1,331 ) Total debt 25,054 19,146 Less: current portion (8,385 ) (19,146 ) Long term debt $ 16,669 $ —

Note 9 - Commitments and Cont33

Note 9 - Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Rental Payments for Operating Leases	For the Year Ending December 31, 2018 860 2019 846 2020 735 2021 481 2022 369 Total minimum lease payments $ 3,291
Schedule of Future Minimum Lease Payments for Capital Leases	For the Year Ending December 31, 2018 $ 136 2019 101 2020 50 Total minimum lease payments 287 Less amounts representing interest (19 ) Present value of minimum lease payments $ 268
Contractual Obligation, Fiscal Year Maturity Schedule	For the Years Ending December 31, 2018 2019 Total Outstanding Payments Endorsement $ 276 $ 62 $ 338 Sponsorship 144 55 199 Total future payments $ 420 $ 117 $ 537

Note 10 - Stockholders' Defic34

Note 10 - Stockholders' Deficit (Tables)	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Schedule of Stockholders Equity	For the year ended December 31, 2017, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Shares issued to employees, executives and directors 538,945 $ 1,045 $ 1.87-2.17 Total 538,945 $ 1,045 $ 1.87-2.17 For the year ended December 31, 2016, the Company had the following transactions related to its common stock including restricted stock awards (in thousands, except share and per share data): Transaction Type Quantity (Shares) Valuation ($) Range of Value per Share Shares issued to employees, executives and directors 572,154 $ 1,367 $ 1.89-2.95 Shares issued related to sale of subsidiary 200,000 640 $ 3.20 Cancellation and forfeiture of restricted stock (449,085 ) (456 ) $ 2.72-13.00 Total 323,069 $ 1,551 $ 1.89-13.00

Note 11 - Stock-Based Compens35

Note 11 - Stock-Based Compensation (Tables)	12 Months Ended
	Dec. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Restricted Stock Units Activity	Unvested Restricted Stock Awards Number of Shares Weighted Average Grant Date Fair Value Unvested balance – December 31, 2015 1,025,999 $ 12.34 Granted 572,154 2.39 Vested (843,643 ) 9.94 Cancelled (260,000 ) 13.00 Forfeited (116,085 ) 8.65 Unvested balance – December 31, 2016 378,425 3.45 Granted 538,945 1.94 Vested (430,103 ) 2.83 Unvested balance – December 31, 2017 487,267 2.32
Black-Scholes assumptions	For the Year Ended December 31, 2016 Expected term of options 6.5 years Expected volatility-range used 118.4%-131.0% Expected volatility-weighted average 125.7% Risk-free interest rate-range used 1.27%-1.71%
Schedule of Stock Option Activity	Options Pursuant to the 2015 Plan Weighted Average Exercise Price Per Share Weighted Average Fair Value of Options Granted During the Year Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Issued and outstanding as of December 31, 2015 — — — — — Granted 331,584 $ 2.10 $ 1.88 — $ — Exercised — — — — — Forfeited — — — — — Issued and outstanding as of December 31, 2016 331,584 2.10 1.88 — — Granted — — — Exercised — — — Forfeited (159,881 ) 2.33 2.09 Issued and outstanding as of December 31, 2017 171,703 1.89 1.72 8.15 — Exercisable as of December 31, 2017 72,114 $ 1.89 1.72 8.15 —

Note 13 - Net Loss per Share (T

Note 13 - Net Loss per Share (Tables)	12 Months Ended
	Dec. 31, 2017
Earnings Per Share [Abstract]
Schedule of Basic and Diluted Net Loss Per Share	For the Years Ended December 31, 2017 2016 Net loss $ (10,973 ) $ (3,477 ) Weighted average common shares used in computing net loss per share, basic and diluted 13,877,686 13,438,248 Net loss per share, basic and diluted $ (0.79 ) $ (0.26 )
Antidilutive Securities Excluded from Computation of Diluted Earnings Per Share	As of December 31, 2017 2016 Stock options 171,703 331,584 Warrants 1,389,378 1,389,378 Unvested restricted stock 487,267 378,425 Convertible notes 16,216,216 8,619,624 Total common stock equivalents 18,264,564 10,719,011

Note 15 - Income Taxes (Tables)

Note 15 - Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Components of Loss Before Provision for Income Taxes	For the Years Ended December 31, 2017 2016 Domestic $ (11,123 ) $ (3,857 ) Foreign 293 698 Loss before provision for income taxes $ (10,830 ) $ (3,159 )
Schedule of Deferred Tax Assets and Liabilities	As of December 31, 2017 2016 Deferred tax assets: Net operating loss carryforwards $ 21,661 $ 29,359 Other 1,936 1,794 Gross deferred tax assets 23,597 31,153 Valuation allowance (23,597 ) (31,153 ) Net deferred tax assets — — Deferred tax liability Stock-based compensation — — Intangibles — — Gross deferred tax liabilities — — Net deferred tax assets $ — $ —
Schedule of Components of Income Tax Expense (Benefit)	For the Years Ended December 31, 2017 2016 Current income tax expense: Federal $ — $ 145 State 58 39 Foreign 50 134 108 318 Deferred income tax provision: Federal — — State — — Foreign — — — — Provision for income taxes, net $ 108 $ 318
Tax Expense Differences From Expected Tax Expenses	For the Years Ended December 31, 2017 2016 Expected provision at statutory federal rate $ (3,682 ) $ (1,074 ) State tax — net of federal benefit 19 23 Foreign income/losses taxed at different rates (31 ) (38 ) Sale of BioZone — 949 Stock-based compensation 289 — Rate change 11,989 - Other 156 217 Change in valuation allowance (8,632 ) 241 Income tax expense $ (108 ) $ 318
Reconciliation of Beginning and Ending Amount of Unrecognized Tax Benefits ("UTB's")	Gross UTB’s as of December 31, 2016 $ 245 Deductions for tax positions taken in a prior year (206 ) Additions for tax positions taken in the current year — Gross UTB’s as of December 31, 2017 $ 39

Note 16 - Segments, Geographi38

Note 16 - Segments, Geographical Information (Tables)	12 Months Ended
	Dec. 31, 2017
Segment Reporting [Abstract]
Revenue, Net by Geographic Area	For the Years Ended December 31, 2017 2016 Revenue, net: United States $ 61,656 $ 86,748 International 40,499 45,751 Total revenue, net $ 102,155 $ 132,499

Note 1 - Description of Busin39

Note 1 - Description of Business (Details Narrative) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stockholders' deficit	$ (12,534)	$ (4,880)	$ (10,068)
Cash	6,228	$ 4,943	$ 7,081
Working capital deficit	$ 2,000

Note 2 - Summary of Significa40

Note 2 - Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Accounts receivable	$ 18,973	$ 15,574
Less: allowance for discounts	(942)	(1,759)	$ (3,707)
Less: allowance for doubtful accounts	(1,363)	(462)
Accounts receivable, net	$ 16,668	$ 13,353

Note 2 - Summary of Significa41

Note 2 - Summary of Significant Accounting Policies (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Allowance for discount, beginning balance	$ 1,759	$ 3,707
Charges against revenues	18,016	34,627
Utilization of reserve	(18,833)	(36,575)
Allowance for discount, ending balance	$ 942	$ 1,759

Note 2 - Summary of Significa42

Note 2 - Summary of Significant Accounting Policies (Details 2) - Customer Concentration Risk [Member]		12 Months Ended
		Dec. 31, 2017		Dec. 31, 2016
Sales Revenue, Net [Member] | Costco [Member]
Concentration Risk, Percentage		26.00%		20.00%
Sales Revenue, Net [Member] | Amazon [Member]
Concentration Risk, Percentage		13.00%			[1]
Sales Revenue, Net [Member] | Vitamin Shoppe [Member]
Concentration Risk, Percentage	[1]
Sales Revenue, Net [Member] | Sport One Trading LLC [Member]
Concentration Risk, Percentage	[1]
Accounts Receivable [Member] | Costco [Member]
Concentration Risk, Percentage		21.00%		17.00%
Accounts Receivable [Member] | Amazon [Member]
Concentration Risk, Percentage		14.00%			[1]
Accounts Receivable [Member] | Vitamin Shoppe [Member]
Concentration Risk, Percentage			[1]	10.00%
Accounts Receivable [Member] | Sport One Trading LLC [Member]
Concentration Risk, Percentage			[1]	10.00%
Purchases [Member] | Nutra Blend [Member]
Concentration Risk, Percentage		53.00%		52.00%
Purchases [Member] | S.K.Laboratories [Member]
Concentration Risk, Percentage		16.00%			[2]
Purchases [Member] | Prinova [Member]
Concentration Risk, Percentage		15.00%			[2]
Purchases [Member] | Bakery Barn [Member]
Concentration Risk, Percentage			[2]	25.00%
[1]	Represents less than 10% of net revenue or net accounts receivable.
[2]	Represents less than 10% of purchases.

Note 2 - Summary of Significa43

Note 2 - Summary of Significant Accounting Policies (Details 3)	12 Months Ended
	Dec. 31, 2017
Furniture and Fixtures [Member] | Minimum [Member]
Property, Plant and Equipment, Estimated Useful Life	3 years
Furniture and Fixtures [Member] | Maximum [Member]
Property, Plant and Equipment, Estimated Useful Life	7 years
Leasehold Improvements [Member]
Property, Plant and Equipment, Leasehold Improvements	Lesser of estimated useful life or remaining lease term
Manufacturing And Lab Equipment [Member] | Minimum [Member]
Property, Plant and Equipment, Estimated Useful Life	3 years
Manufacturing And Lab Equipment [Member] | Maximum [Member]
Property, Plant and Equipment, Estimated Useful Life	5 years
Vehicles [Member] | Minimum [Member]
Property, Plant and Equipment, Estimated Useful Life	3 years
Vehicles [Member] | Maximum [Member]
Property, Plant and Equipment, Estimated Useful Life	5 years
Displays [Member]
Property, Plant and Equipment, Estimated Useful Life	5 years
Website [Member]
Property, Plant and Equipment, Estimated Useful Life	3 years

Note 2 - Summary of Significa44

Note 2 - Summary of Significant Accounting Policies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Sales returns and discounts	$ 18,000	$ 34,600
Sales returns and discounts as a percentage of sales	15.00%	21.00%
Write down of prepaid expenses		$ 1,400

Note 3 - Fair Value of financ45

Note 3 - Fair Value of financial Instruments (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Impairment of long lived assets	$ 200	$ 1,800

Note 4 - Sale of BioZone (Detai

Note 4 - Sale of BioZone (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disposal Group, Including Discontinued Operation, Additional Disclosures [Abstract]
Cash proceeds from sale	$ 0	$ 5,942
Consideration for common stock transferred		50
Prepaid inventory		2,000
Fair market value of the common stock transferred		(640)
Assets sold:
Accounts receivable, net		(923)
Inventory, net		(1,761)
Fixed assets, net		(2,003)
Intangible assets, net		(5,657)
All other assets		(41)
Liabilities transferred		1,197
Transaction and other costs		(279)
Loss on sale of subsidiary	$ 0	$ (2,115)

Note 5 - Restructuring (Details

Note 5 - Restructuring (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Restructuring Cost and Reserve [Line Items]
Beginning Balance	$ 822	$ 9,419
Expensed	816	1,712
Benefit from settlement of Endorsement Agreement with ETW		(4,750)
Cash payments	(923)	(5,594)
Reclassification from accounts payable to restructuring charges		35
Ending Balance	715	822
Employee severance costs [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	0	508
Expensed	0	601
Benefit from settlement of Endorsement Agreement with ETW		0
Cash payments	0	(1,109)
Reclassification from accounts payable to restructuring charges		0
Ending Balance	0	0
Contract termination costs [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	308	8,150
Expensed	0	(288)
Benefit from settlement of Endorsement Agreement with ETW		(4,750)
Cash payments	0	(2,804)
Reclassification from accounts payable to restructuring charges		0
Ending Balance	308	308
Purchase commitment of discontinued inventories not yet received [Member]
Restructuring Cost and Reserve [Line Items]
Beginning Balance	175	350
Expensed	0	0
Benefit from settlement of Endorsement Agreement with ETW		0
Cash payments	0	(175)
Reclassification from accounts payable to restructuring charges		0
Ending Balance	175	175
Abandoned leased facilities
Restructuring Cost and Reserve [Line Items]
Beginning Balance	339	411
Expensed	816	1,399
Benefit from settlement of Endorsement Agreement with ETW		0
Cash payments	(923)	(1,506)
Reclassification from accounts payable to restructuring charges		35
Ending Balance	$ 232	$ 339

Note 5 - Restructuring (Detai48

Note 5 - Restructuring (Details 1) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Restructuring Cost and Reserve [Line Items]
2,018	$ 595
2,019	91
2,020	29
Total	715	$ 822	$ 9,419
Contract termination costs [Member]
Restructuring Cost and Reserve [Line Items]
2,018	308
2,019	0
2,020	0
Total	308	308	8,150
Purchase commitment of discontinued inventories not yet received [Member]
Restructuring Cost and Reserve [Line Items]
2,018	175
2,019	0
2,020	0
Total	175	175	350
Abandoned leased facilities
Restructuring Cost and Reserve [Line Items]
2,018	112
2,019	91
2,020	29
Total	$ 232	$ 339	$ 411

Note 5 - Restructuring (Detai49

Note 5 - Restructuring (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges	$ 0	$ (3,477)
Inventory write down related to restructuring	$ 0	2,285
Cost of Sales [Member]
Restructuring Cost and Reserve [Line Items]
Restructuring and other charges		$ 2,300

Note 6 - Balance Sheet Compon50

Note 6 - Balance Sheet Components (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Property and equipment, gross	$ 6,677	$ 7,362
Less: accumulated depreciation and amortization	(4,855)	(4,119)
Property and equipment, net	1,822	3,243
Furniture and Fixtures [Member]
Property and equipment, gross	3,597	3,521
Leasehold Improvements [Member]
Property and equipment, gross	2,044	2,504
Manufacturing And Lab Equipment [Member]
Property and equipment, gross	3	3
Vehicles [Member]
Property and equipment, gross	86	334
Displays [Member]
Property and equipment, gross	485	483
Website [Member]
Property and equipment, gross	462	462
Construction in Progress [Member]
Property and equipment, gross	$ 0	$ 55

Note 6 - Balance Sheet Compon51

Note 6 - Balance Sheet Components (Details 1) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	$ 2,244	$ 2,244
Finite-Lived Intangible Assets, Accumulated Amortization	(927)	(606)
Finite-Lived Intangible Assets, Net, Total	1,317	1,638
Brand [Member]
Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Assets, Gross	2,244	2,244
Finite-Lived Intangible Assets, Accumulated Amortization	(927)	(606)
Finite-Lived Intangible Assets, Net, Total	$ 1,317	$ 1,638
Finite-Lived Intangible Asset, Remaining Useful Life	4 years 1 month 6 days	5 years 1 month 6 days

Note 6 -Balance Sheet Component

Note 6 -Balance Sheet Components (Details 2) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
2,018	$ 321
2,019	321
2,020	321
2,021	321
2,022	33
Total amortization expense	$ 1,317	$ 1,638

Note 6 - Balance Sheet Compon53

Note 6 - Balance Sheet Components (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Balance Sheet Related Disclosures [Abstract]
Discontinued inventory	$ 1,700	$ 2,300
Depreciation and amortization expense	1,100	1,500
Amortization of intangible assets	$ 321	$ 576

Note 7 - Other Expense, net (De

Note 7 - Other Expense, net (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Other expense, net:
Interest expense, related party	$ (2,423)	$ (682)
Interest expense, other	(46)	(258)
Interest expense, secured borrowing arrangement	(792)	(702)
Foreign currency transaction gain	26	23
Other	(837)	(694)
Total other expense, net	$ (4,072)	$ (2,313)

Note 8 - Debt (Details)

Note 8 - Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
2017 Refinanced Convertible Note due December 31, 2019 with a related party	$ 18,000	$ 0
2016 Convertible Note due November 8, 2017 with a related party, net of discount	0	10,465
2015 Convertible Note due November 8, 2017 with a related party	0	6,000
Obligations under secured borrowing arrangement	5,385	2,681
Secured line of credit	3,000	0
Unamortized debt discount	(1,331)	0
Total debt	25,054	19,146
Less: current portion	(8,385)	(19,146)
Long term debt	$ 16,669	$ 0

Note 8 - Debt (Details Narrativ

Note 8 - Debt (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
2016 Convertible Note due November 2017 with a related party	$ 0	$ 10,465
2015 Convertible Note due November 8, 2017 with a related party	0	6,000
Interest expense, related party	2,423	682
Interest paid to related party	2,200	500
Obligations under secured borrowing arrangement	5,385	2,681
Cash received on account of sale of accounts	33,700	43,700
Repayments of account receivable sale	$ 31,600	$ 41,900

Note 9 - Commitments and Cont57

Note 9 - Commitments and Contingencies (Details) $ in Thousands	Dec. 31, 2017USD ($)
Year Ending December 31,
2,018	$ 860
2,019	846
2,020	735
2,021	481
2,022	369
Total minimum lease payments	$ 3,291

Note 9 - Commitments and Cont58

Note 9 - Commitments and Contingencies (Details 1) $ in Thousands	Dec. 31, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,018	$ 136
2,019	101
2,020	50
Total minimum lease payments	287
Less amounts representing interest	(19)
Present value of minimum lease payments	$ 268

Note 9 - Commitments and Cont59

Note 9 - Commitments and Contingencies (Details 2) $ in Thousands	Dec. 31, 2017USD ($)
2,018	$ 420
2,019	117
Contractual Obligation, Total future payments	537
Endorsement [Member]
2,018	276
2,019	62
Contractual Obligation, Total future payments	338
Sponsorship [Member]
2,018	144
2,019	55
Contractual Obligation, Total future payments	$ 199

Note 9 - Commitments and Cont60

Note 9 - Commitments and Contingencies (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Operating Leases, Rent Expense, Net	$ 600	$ 900
Capital lease - short term	126	173
Capital lease - long term	$ 146	$ 332

Note 10 - Stockholders' Defic61

Note 10 - Stockholders' Deficit (Details) - Common Stock [Member] - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Shares issued to employees, executives and directors, Quantity	538,945	572,154
Shares issued to employees, executives and directors, Valuation	$ 1,045	$ 1,367
Stock issued related to sale of subsidiary, Quantity		200,000
Stock issued related to sale of subsidiary, Valuation		$ 640
Stock issued related to sale of subsidiary, Range of Value per Share		$ 3.20
Cancellation of executive restricted stock, Quantity		(449,085)
Cancellation of executive restricted stock, Valuation		$ (456)
Total, Quantity	538,945	323,096
Total, Valuation	$ 1,045	$ 1,551
Minimum [Member]
Shares issued to employees, executives and directors, Range of Value per Share	$ 1.87	$ 1.89
Cancellation of executive restricted stock, Range of Value per Share		2.72
Total, Range of Value per Share	1.87	1.89
Maximum [Member]
Shares issued to employees, executives and directors, Range of Value per Share	2.17	2.95
Cancellation of executive restricted stock, Range of Value per Share		13
Total, Range of Value per Share	$ 2.17	$ 13

Note 10 - Stockholders' Defic62

Note 10 - Stockholders' Deficit (Details Narrative) - shares	Dec. 31, 2017	Dec. 31, 2016
Stockholders' Equity Note [Abstract]
Treasury Stock, shares	875,621	875,621

Note 11 - Stock-Based Compens63

Note 11 - Stock-Based Compensation (Details) - $ / shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of Shares, Unvested Beginning Balance	378,425	1,025,999
Number of Shares, Granted	538,945	572,154
Number of Shares, Vested	(430,103)	(843,643)
Number of Shares, Cancelled		(260,000)
Number of Shares, Forfeited		(116,085)
Number of Shares, Unvested Ending Balance	487,267	378,425
Weighted-Average Grant Date Fair Value, Unvested Beginning Balance	$ 3.45	$ 12.34
Weighted-Average Grant Date Fair Value, Granted	1.94	2.39
Weighted-Average Grant Date Fair Value, Vested	2.83	9.94
Weighted-Average Grant Date Fair Value, Cancelled		13
Weighted-Average Grant Date Fair Value, Forfeited		8.65
Weighted-Average Grant Date Fair Value, Unvested Ending Balance	$ 2.32	$ 3.45

Note 11 - Stock-Based Compens64

Note 11 - Stock-Based Compensation (Details 1)	12 Months Ended
	Dec. 31, 2017
Expected term of options	6 years 6 months
Expected volatility	125.70%
Minimum [Member]
Expected volatility	118.40%
Risk-free interest rate	1.27%
Maximum [Member]
Expected volatility	131.00%
Risk-free interest rate	1.71%

Note 11 - Stock-Based Compens65

Note 11 - Stock-Based Compensation (Details 2) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Options issued and outstanding, beginning	331,584	0
Options granted	0	331,584
Options exercised	0	0
Options forfeited	(159,881)	0
Options issued and outstanding, ending	171,703	331,584
Options exercisable	72,114
Weighted average option price per share, issued and outstanding, beginning	$ 2.10	$ 0
Weighted average option price per share, granted	0	2.10
Weighted average option price per share, exercised	0	0
Weighted average option price per share, forfeited	2.33	0
Weighted average option price per share, issued and outstanding, ending	1.89	2.10
Weighted average option price per share, exercisable	1.89
Weighted average fair value of options granted, issued and outstanding, beginning	1.88	0
Weighted average fair value of options granted, granted	0	1.88
Weighted average fair value of options granted, exercised	0	0
Weighted average fair value of options granted, forfeited	2.09	0
Weighted average fair value of options granted, issued and outstanding, ending	1.72	$ 1.88
Weighted average fair value of options granted, exercisable	$ 1.72
Weighted average remaining contractual life, years, issued and outstanding	8 years 1 month 24 days
Weighted average remaining contractual life, years, exercisable	8 years 1 month 24 days
Aggregate intrinsic value, issued and outstanding	$ 0
Aggregate intrinsic value, exercisable	$ 0

Note 11 - Stock-Based Compens66

Note 11 - Stock-Based Compensation (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Restricted stock awards grant date fair value	$ 1,000	$ 1,400
Total unrecognized expense for unvested restricted stock awards	$ 1,100
Total unrecognized expense for unvested restricted stock awards, weighted average period	10 months
Stock compensation expense related to options	$ 200	$ 200
Total unrecognized expense for stock options	$ 20
Total unrecognized expense for stock options, weighted average period	2 months

Note 12 - Defined Contributio67

Note 12 - Defined Contribution Plan (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Retirement Benefits [Abstract]
Defined Contribution Plan, Employer Discretionary Contribution Amount	$ 100	$ 200

Note 13 - Net Loss per Share (D

Note 13 - Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Statement [Abstract]
Net loss	$ (10,973)	$ (3,477)
Weighted-average common shares used in computing net loss per share, basic and diluted	13,877,686	13,438,248
Net loss per share, basic and diluted	$ (0.79)	$ (0.26)

Note 13 - Net Loss per Share 69

Note 13 - Net Loss per Share (Details 1) - shares	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities outstanding	18,264,564	10,719,011
Employee Stock Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities outstanding	171,703	331,584
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities outstanding	1,389,378	1,389,378
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities outstanding	16,216,216	8,619,624
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive securities outstanding	487,267	378,425

Note 15 - Income Taxes (Details

Note 15 - Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Domestic	$ (11,123)	$ (3,857)
Foreign	293	698
Loss before provision for income taxes	$ (10,830)	$ (3,159)

Note 15 - Income Taxes (Detai71

Note 15 - Income Taxes (Details 1) - USD ($) $ in Thousands	Dec. 31, 2017	Dec. 31, 2016
Deferred tax assets:
Net operating loss carryforwards	$ 21,661	$ 29,359
Other	1,936	1,794
Gross deferred tax assets	23,597	31,153
Valuation allowance	(23,597)	(31,153)
Net deferred tax assets	0	0
Deferred tax liability
Stock-based compensation	0	0
Intangibles	0	0
Gross deferred tax liabilities	0	0
Net deferred tax assets	$ 0	$ 0

Note 15 - Income Taxes (Detai72

Note 15 - Income Taxes (Details 2) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Current income tax expense:
Federal	$ 0	$ 145
State	58	39
Foreign	50	134
Current Income Tax Expense (Benefit), Total	108	318
Deferred income tax provision:
Federal	0	0
State	0	0
Foreign	0	0
Deferred Income Tax Expense (Benefit)	0	0
Provision for income taxes, net	$ (108)	$ 318

Note 15 - Income Taxes (Detai73

Note 15 - Income Taxes (Details 3) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Expected provision at statutory federal rate	$ (3,682)	$ (1,074)
State tax - net of federal benefit	19	23
Foreign income/losses taxed at different rates	(31)	(38)
Sale of BioZone	0	949
Stock-based compensation	289	0
Rate change	11,989	0
Other	156	217
Change in valuation allowance	(8,632)	241
Provision for income taxes, net	$ (108)	$ 318

Note 15 - Income Taxes (Detai74

Note 15 - Income Taxes (Details 4) $ in Thousands	12 Months Ended
	Dec. 31, 2017USD ($)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Gross UTB's, Beginning balance	$ 245
Deductions for tax positions taken in a prior year	(206)
Additions for tax positions taken in the current year	0
Gross UTB's, Ending balance	$ 39

Note 15 - Income Taxes (Detai75

Note 15 - Income Taxes (Details Narrative) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Federal operating loss carryforwards	$ 89,200
Federal research and development credit carryforwards	200
Valuation allowance	23,597	$ 31,153
Provision for income taxes	(108)	318
Current Foreign Tax Expense (Benefit)	50	$ 134
State [Member]
Federal operating loss carryforwards	$ 54,600

Note 17 - Segments, Geographica

Note 17 - Segments, Geographical Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2016
Revenue, net	$ 102,155	$ 132,499
United States
Revenue, net	61,656	86,748
International
Revenue, net	$ 40,499	$ 45,751