Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 08, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-40477 | |
Entity Registrant Name | Better Choice Company Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-4284557 | |
Entity Address, Address Line One | 12400 Race Track Road | |
Entity Address, City or Town | Tampa | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 33626 | |
City Area Code | (212) | |
Local Phone Number | 896-1254 | |
Title of 12(b) Security | Common Stock, $0.001 par value share | |
Trading Symbol | BTTR | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,241,317 | |
Entity Central Index Key | 0001471727 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets | ||
Cash and cash equivalents | $ 26,048 | $ 3,926 |
Restricted cash | 7,213 | 63 |
Accounts receivable, net | 7,524 | 4,631 |
Inventories, net | 3,424 | 4,869 |
Prepaid expenses and other current assets | 3,726 | 4,074 |
Total Current Assets | 47,935 | 17,563 |
Property and equipment, net | 168 | 252 |
Right-of-use assets, operating leases | 68 | 345 |
Intangible assets, net | 11,968 | 13,115 |
Goodwill | 18,614 | 18,614 |
Other assets | 114 | 1,364 |
Total Assets | 78,867 | 51,253 |
Current Liabilities | ||
Term loans, net | 780 | 7,826 |
PPP loans | 0 | 190 |
Accrued and other liabilities | 1,607 | 3,400 |
Accounts payable | 4,047 | 3,137 |
Operating lease liability | 52 | 173 |
Warrant liability | 0 | 39,850 |
Total Current Liabilities | 6,486 | 54,576 |
Non-current Liabilities | ||
Notes payable, net | 0 | 18,910 |
Term loans, net | 4,779 | 0 |
Lines of credit, net | 4,846 | 5,023 |
PPP loans | 0 | 662 |
Operating lease liability | 19 | 184 |
Total Non-current Liabilities | 9,644 | 24,779 |
Total Liabilities | 16,130 | 79,355 |
Stockholders’ Equity (Deficit) | ||
Common Stock, $0.001 par value, 200,000,000 shares authorized, 29,241,317 and 8,651,400 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 29 | 9 |
Series F Preferred Stock, $0.001 par value, 30,000 shares authorized, — shares and 21,754 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively | 0 | 0 |
Additional paid-in capital | 316,554 | 232,530 |
Accumulated deficit | (253,846) | (260,641) |
Total Stockholders’ Equity (Deficit) | 62,737 | (28,102) |
Total Liabilities and Stockholders’ Equity (Deficit) | $ 78,867 | $ 51,253 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, authorized (in shares) | 200,000,000 | 200,000,000 |
Common stock, issued (in shares) | 29,241,317 | 8,651,400 |
Common stock, outstanding (in shares) | 29,241,317 | 8,651,400 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, authorized (in shares) | 30,000 | 30,000 |
Preferred stock, issued (in shares) | 0 | 21,754 |
Preferred stock, outstanding (in shares) | 0 | 21,754 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 13,200 | $ 11,135 | $ 35,019 | $ 33,302 |
Cost of goods sold | 8,762 | 6,678 | 22,407 | 20,563 |
Gross profit | 4,438 | 4,457 | 12,612 | 12,739 |
Operating expenses: | ||||
General and administrative | 3,727 | 3,545 | 11,778 | 23,158 |
Sales and marketing | 4,018 | 2,650 | 9,619 | 6,847 |
Share-based compensation | 660 | 1,543 | 3,517 | 7,047 |
Total operating expenses | 8,405 | 7,738 | 24,914 | 37,052 |
Loss from operations | (3,967) | (3,281) | (12,302) | (24,313) |
Other expense (income): | ||||
Interest expense, net | 79 | 2,537 | 3,148 | 7,268 |
(Gain) Loss on extinguishment of debt, net | 0 | 88 | (457) | 88 |
Change in fair value of warrant liabilities | (590) | (4,213) | (23,463) | (2,118) |
Total other (income) expense, net | (511) | (1,588) | (20,772) | 5,238 |
Net income (loss) | (3,456) | (1,693) | 8,470 | (29,551) |
Preferred dividends | 0 | 35 | 0 | 103 |
Net income (loss) available to common stockholders, basic | (3,456) | (1,728) | 8,470 | (29,654) |
Net income (loss) available to common stockholders, diluted | $ (3,456) | $ (1,728) | $ 8,470 | $ (29,654) |
Weighted average number of shares outstanding, basic (in shares) | 29,466,520 | 8,160,242 | 16,799,796 | 8,134,957 |
Weighted average number of shares outstanding, diluted (in shares) | 29,466,520 | 8,160,242 | 23,685,351 | 8,134,957 |
Earnings (loss) per share, basic (in dollars per share) | $ (0.12) | $ (0.21) | $ 0.48 | $ (3.65) |
Earnings (loss) per share, diluted (in dollars per share) | $ (0.12) | $ (0.21) | $ 0.34 | $ (3.65) |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | June 2020 notes payable, net (June 2020 Notes) | Seller Notes and ABG Notes | Series F Convertible Preferred Stock | Redeemable Series E Convertible Preferred Stock | Common Stock | Common StockSeries F Convertible Preferred Stock | Series F Convertible Preferred StockSeries F Convertible Preferred Stock | Additional Paid-In Capital | Additional Paid-In CapitalJune 2020 notes payable, net (June 2020 Notes) | Additional Paid-In CapitalSeller Notes and ABG Notes | Additional Paid-In CapitalSeries F Convertible Preferred Stock | Accumulated Deficit |
Balance at Dec. 31, 2019 | $ (7,071) | $ 8 | $ 194,190 | $ (201,269) | |||||||||
Balance (in shares) at Dec. 31, 2019 | 7,996,232 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued | 500 | 500 | |||||||||||
Shares issued (in shares) | 51,440 | ||||||||||||
Share-based compensation | 2,485 | $ 1 | 2,484 | ||||||||||
Share-based compensation (in shares) | 75,993 | ||||||||||||
Shares issued to third parties for services | 125 | 125 | |||||||||||
Stock issued to third parties for services (in shares) | 20,833 | ||||||||||||
Warrants issued to third parties for services | 2,594 | 2,594 | |||||||||||
Shares and warrants issued to third party for contract termination (in shares) | 12,120 | ||||||||||||
Shares and warrants issued to third party for contract termination | 198 | 198 | |||||||||||
Net loss available to common stockholders | (9,488) | (9,488) | |||||||||||
Balance at Mar. 31, 2020 | (10,657) | $ 9 | 200,091 | (210,757) | |||||||||
Balance (in shares) at Mar. 31, 2020 | 8,156,618 | ||||||||||||
Balance at Dec. 31, 2019 | $ 10,566 | ||||||||||||
Balance (in shares) at Dec. 31, 2019 | 1,387,378 | ||||||||||||
Balance at Mar. 31, 2020 | $ 10,566 | ||||||||||||
Balance (in shares) at Mar. 31, 2020 | 1,387,378 | ||||||||||||
Balance at Dec. 31, 2019 | (7,071) | $ 8 | 194,190 | (201,269) | |||||||||
Balance (in shares) at Dec. 31, 2019 | 7,996,232 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Net loss available to common stockholders | (29,654) | ||||||||||||
Balance at Sep. 30, 2020 | (16,569) | $ 9 | 214,345 | (230,923) | |||||||||
Balance (in shares) at Sep. 30, 2020 | 8,189,952 | ||||||||||||
Balance at Dec. 31, 2019 | $ 10,566 | ||||||||||||
Balance (in shares) at Dec. 31, 2019 | 1,387,378 | ||||||||||||
Balance at Sep. 30, 2020 | $ 10,566 | ||||||||||||
Balance (in shares) at Sep. 30, 2020 | 1,387,378 | ||||||||||||
Balance at Mar. 31, 2020 | (10,657) | $ 9 | 200,091 | (210,757) | |||||||||
Balance (in shares) at Mar. 31, 2020 | 8,156,618 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share-based compensation | 3,020 | 3,020 | |||||||||||
Warrants issued to third parties for services | 7,390 | 7,390 | |||||||||||
Warrants issued in connection with June 2020 Notes | 337 | 337 | |||||||||||
Beneficial conversion feature of June 2020 Notes | $ 1,163 | $ 1,163 | |||||||||||
Modification of conversion feature for November 2019 Notes, Seller Notes, and ABG Notes | $ 528 | $ 528 | |||||||||||
Modification of warrants | 43 | 43 | |||||||||||
Net loss available to common stockholders | (18,438) | (18,438) | |||||||||||
Balance at Jun. 30, 2020 | (16,614) | $ 9 | 212,572 | (229,195) | |||||||||
Balance (in shares) at Jun. 30, 2020 | 8,156,618 | ||||||||||||
Balance at Mar. 31, 2020 | $ 10,566 | ||||||||||||
Balance (in shares) at Mar. 31, 2020 | 1,387,378 | ||||||||||||
Balance at Jun. 30, 2020 | $ 10,566 | ||||||||||||
Balance (in shares) at Jun. 30, 2020 | 1,387,378 | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share-based compensation | 1,543 | 1,543 | |||||||||||
Warrants issued in connection with June 2020 Notes | 230 | 230 | |||||||||||
Shares issued pursuant to warrant exercise (in shares) | 33,334 | ||||||||||||
Net loss available to common stockholders | (1,728) | (1,728) | |||||||||||
Balance at Sep. 30, 2020 | (16,569) | $ 9 | 214,345 | (230,923) | |||||||||
Balance (in shares) at Sep. 30, 2020 | 8,189,952 | ||||||||||||
Balance at Sep. 30, 2020 | $ 10,566 | ||||||||||||
Balance (in shares) at Sep. 30, 2020 | 1,387,378 | ||||||||||||
Balance at Dec. 31, 2020 | (28,102) | $ 9 | $ 0 | 232,530 | (260,641) | ||||||||
Balance (in shares) at Dec. 31, 2020 | 8,651,400 | 21,754 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued | 4,072 | $ 1 | 4,071 | ||||||||||
Shares issued (in shares) | 546,733 | ||||||||||||
Share-based compensation | 2,544 | 2,544 | |||||||||||
Share-based compensation (in shares) | 17,537 | ||||||||||||
Warrant exercises | 1,310 | 1,310 | |||||||||||
Warrant exercises (in shares) | 297,383 | ||||||||||||
Shares issued to third parties for services | 46 | 46 | |||||||||||
Stock issued to third parties for services (in shares) | 5,000 | ||||||||||||
Warrant modifications | 0 | 402 | (402) | ||||||||||
Conversion of Series F shares to common stock | $ 0 | $ 1 | $ (1) | ||||||||||
Conversion of Series F shares to common stock (in shares) | 1,482,672 | (4,448) | |||||||||||
Net loss available to common stockholders | (12,850) | (12,850) | |||||||||||
Balance at Mar. 31, 2021 | (32,980) | $ 11 | $ 0 | 240,902 | (273,893) | ||||||||
Balance (in shares) at Mar. 31, 2021 | 11,000,725 | 17,306 | |||||||||||
Balance at Dec. 31, 2020 | (28,102) | $ 9 | $ 0 | 232,530 | (260,641) | ||||||||
Balance (in shares) at Dec. 31, 2020 | 8,651,400 | 21,754 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share repurchases | $ (1,300) | ||||||||||||
Share repurchases (in shares) | (344,775) | ||||||||||||
Net loss available to common stockholders | $ 8,470 | ||||||||||||
Balance at Sep. 30, 2021 | 62,737 | $ 29 | $ 0 | 316,554 | (253,846) | ||||||||
Balance (in shares) at Sep. 30, 2021 | 29,241,317 | 0 | |||||||||||
Balance at Mar. 31, 2021 | (32,980) | $ 11 | $ 0 | 240,902 | (273,893) | ||||||||
Balance (in shares) at Mar. 31, 2021 | 11,000,725 | 17,306 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Share-based compensation | 313 | 313 | |||||||||||
Warrant exercises | 375 | 375 | |||||||||||
Warrant exercises (in shares) | 83,333 | ||||||||||||
Conversion of Series F shares to common stock (in shares) | 4,000 | (12) | |||||||||||
Conversion of convertible notes to common stock | 21,776 | $ 5 | 21,771 | ||||||||||
Conversion of convertible notes to common stock (in shares) | 4,732,420 | ||||||||||||
Stock issued in lieu of fractional shares, reverse stock split (in shares) | 1,081 | ||||||||||||
Net loss available to common stockholders | 24,776 | 24,776 | |||||||||||
Balance at Jun. 30, 2021 | 14,260 | $ 16 | $ 0 | 263,361 | (249,117) | ||||||||
Balance (in shares) at Jun. 30, 2021 | 15,821,559 | 17,294 | |||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||
Shares issued | 36,160 | $ 8 | 36,152 | ||||||||||
Shares issued (in shares) | 8,000,000 | ||||||||||||
Share-based compensation | 660 | 660 | |||||||||||
Conversion of Series F shares to common stock | $ 6 | $ (6) | |||||||||||
Conversion of Series F shares to common stock (in shares) | 5,764,533 | (17,294) | |||||||||||
Reclassification of warrant liability to equity | 16,387 | 16,387 | |||||||||||
Share repurchases | (1,274) | $ (1) | (1,273) | ||||||||||
Share repurchases (in shares) | (344,775) | ||||||||||||
Net loss available to common stockholders | (3,456) | (3,456) | |||||||||||
Balance at Sep. 30, 2021 | $ 62,737 | $ 29 | $ 0 | $ 316,554 | $ (253,846) | ||||||||
Balance (in shares) at Sep. 30, 2021 | 29,241,317 | 0 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Cash Flow from Operating Activities: | |||||||
Net income (loss) available to common stockholders | $ (3,456) | $ (12,850) | $ (1,728) | $ (9,488) | $ 8,470 | $ (29,654) | |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||||||
Shares and warrants issued to third parties for services | 46 | 10,182 | |||||
Depreciation and amortization | 1,255 | 1,298 | |||||
Amortization of debt issuance costs and discounts | 1,785 | 3,723 | |||||
Share-based compensation | 3,517 | 7,047 | |||||
Change in fair value of warrant liabilities | (590) | (4,213) | (23,463) | (2,118) | |||
PIK interest expense on notes payable | 500 | 1,110 | 1,465 | ||||
Amortization of prepaid advertising | 891 | 0 | |||||
Other | (981) | 772 | |||||
Changes in operating assets and liabilities: | |||||||
Accounts receivable, net | (2,893) | 195 | |||||
Inventories, net | 1,445 | 1,458 | |||||
Prepaid expenses and other assets | 680 | 224 | |||||
Accounts payable and accrued liabilities | (8) | 691 | |||||
Other | (174) | 194 | |||||
Cash Used in Operating Activities | (8,320) | (4,523) | |||||
Cash Flow from Investing Activities | |||||||
Acquisition of property and equipment | (124) | (42) | |||||
Cash Used in Investing Activities | (124) | (42) | |||||
Cash Flow from Financing Activities | |||||||
Proceeds from shares and warrants issued pursuant to private placement, net | 4,012 | 0 | |||||
Share repurchases | (1,274) | 0 | |||||
Proceeds from issuance of debt | 0 | 2,352 | |||||
Proceeds from revolving lines of credit | 5,535 | 6,624 | |||||
Payments on revolving lines of credit | (5,883) | (6,297) | |||||
Proceeds from term loan | 6,000 | 0 | |||||
Payments on term loans | (8,379) | 0 | |||||
Proceeds from investor prepayment | 0 | 1,518 | |||||
Cash received for warrant exercises | 1,685 | 0 | |||||
IPO proceeds, net | 36,160 | 0 | |||||
Debt issuance costs | (140) | (85) | |||||
Cash Provided by Financing Activities | 37,716 | 4,112 | |||||
Net (decrease) increase in cash and cash equivalents and restricted cash | 29,272 | (453) | |||||
Total cash and cash equivalents and restricted cash, beginning of period | $ 3,989 | $ 2,534 | 3,989 | 2,534 | $ 2,534 | ||
Total cash and cash equivalents and restricted cash, end of period | $ 33,261 | $ 2,081 | 33,261 | 2,081 | $ 3,989 | ||
Cash paid during the period for: | |||||||
Interest | 292 | 1,729 | |||||
Non-cash financing and investing transactions | |||||||
Stock issued for services | 0 | 125 | |||||
ABL guarantor warrants | $ 0 | $ 230 |
Nature of business and summary
Nature of business and summary of significant accounting policies | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Nature of business and summary of significant accounting policies | Nature of business and summary of significant accounting policies Nature of the business Better Choice Company Inc. (the "Company") is a growing pet health and wellness company focused on providing pet products and services that help dogs and cats live healthier, happier and longer lives. The Company sells its product offerings under the Halo and TruDog brands, which have a long history of providing high quality products to pet parents. The Company believes its portfolio of brands are well-positioned to benefit from the trends of growing pet humanization and an increased consumer focus on health and wellness, and the Company has adopted a laser focused, channel-specific approach to growth that is driven by new product innovation. The Company has a broad portfolio of premium and super-premium pet health and wellness products for dogs and cats sold under its Halo and TruDog brands across multiple forms, including foods, treats, toppers, dental products, chews, grooming products and supplements. The products consist of naturally formulated premium kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products, supplements and grooming aids. The core products sold under the Halo brand are sustainably sourced, derived from real whole meat and no rendered meat meal and include non-genetically modified fruits and vegetables. The core products sold under the TruDog brand are made according to the Company's nutritional philosophy of fresh, meat-based nutrition and minimal processing. Reverse stock split On May 28, 2021, stockholders holding a majority of the voting power of the Company approved, by way of a written consent resolution, for the authorization of the Company's board of directors, in its sole and absolute discretion, and without further action of the stockholders, to file an amendment to the Company’s amended and restated certificate of incorporation to affect a reverse stock split of its common stock at a ratio in the range of 1-for-3 to 1-for-10 at any time prior to December 31, 2021. On June 10, 2021 the Company's board of directors set the reverse stock split ratio at 1-for-6 (the "Reverse Stock Split") and approved the Reverse Stock Split to be effectuated by the Company immediately following the effectiveness of the Company's registration statement related to the Company's IPO (as defined below), which became effective on June 28, 2021. As a result of the Reverse Stock Split, every six shares of the Company’s common stock was combined and converted into one share of the Company’s common stock as of June 28, 2021. In addition, the conversion rates of the Company's outstanding preferred stock and convertible notes and the exercise prices of the Company’s underlying common stock purchase warrants and stock options were proportionately adjusted at the applicable reverse stock split ratio in accordance with the terms of such instruments. Proportionate voting rights and other rights of common stockholders were not affected by the Reverse Stock Split, other than as a result of the rounding up of fractional shares. The Company issued 1,081 shares of common stock in lieu of fractional shares in connection with the Reverse Stock Split. Accordingly, all share and per share amounts related to the Company's common stock and underlying derivatives for all periods presented in the accompanying unaudited condensed consolidated financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. The number of authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the Reverse Stock Split. Initial public offering On June 28, 2021, the Company’s registration statement on Form S-1 for its underwritten initial public offering (the “IPO”) was declared effective by the SEC, and the Company's common stock commenced trading on the NYSE American ("NYSE") on June 29, 2021. Upon commencement of the trading of the Company's common stock on the NYSE on June 29, 2021, all of the Company's outstanding convertible notes payable automatically converted into 4,732,420 shares of common stock. In connection with the IPO, which closed on July 1, 2021, the Company issued and sold 8,000,000 shares of its common stock at a price of $5.00 per share. The total net proceeds from the IPO were approximately $36.2 million, after deducting underwriting discounts and commissions of $2.8 million, and offering costs of approximately $1.0 million. The Company plans to use the net proceeds of this IPO for general corporate purposes. The Company may also elect to use proceeds from the IPO to acquire complimentary technologies, products or businesses, although the Company is not a party to any letters of intent or definitive agreements for any such acquisition. Upon the consummation of the IPO on July 1, 2021, all shares of the Series F convertible preferred stock were converted into 5,764,533 shares of common stock. Additionally, since the anti-dilution provision of the Series F Warrants were no longer effective upon consummation of the Company's IPO, these warrants met the requirements to be considered equity and the outstanding Series F Warrants were reclassified as such. Basis of presentation The Company’s condensed consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reports and accounting principles generally accepted in the United States ("GAAP"). Results of operations for interim periods may not be representative of results to be expected for the full year. Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no material effect on the reported results. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report for the year ended December 31, 2020, filed with the SEC. Consolidation The financial statements are presented on a consolidated basis subsequent to acquisitions and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations for the periods ended September 30, 2021 and 2020, the financial position as of September 30, 2021 and December 31, 2020 and the cash flows for the periods ended September 30, 2021 and 2020. Summary of significant accounting policies For additional information, please refer to the most recently filed Annual Report regarding the Company's summary of significant accounting policies. Cash and cash equivalents Cash and cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days or less at acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term nature of these instruments. Our cash equivalents are held in government money market funds and at times may exceed federally insured limits. For purposes of reporting cash flows, the Company considers all cash accounts that are not subject to withdrawal restrictions or penalties to be cash and cash equivalents. Restricted cash The Company was required to maintain a restricted cash balance of less than $0.1 million as of September 30, 2021 and December 31, 2020, respectively, associated with a business credit card and credit card clearance operations. The Company was required to maintain a restricted cash balance of $7.2 million as of September 30, 2021 in connection with the amendment to the Wintrust Credit Facility (as defined below). See "Note 7 - Debt" for additional information. Share repurchases In August 2021, the Company's Board of Directors approved a share repurchase program that authorizes the repurchase of up to $2.0 million of the Company's outstanding common stock in the open market through December 31, 2021. Repurchased shares are immediately retired and returned to unissued status. During the nine months ended September 30, 2021, 344,775 shares were repurchased for $1.3 million, inclusive of broker's commissions. Advertising The Company charges advertising costs to expense as incurred and such charges are included in sales and marketing expenses in the Consolidated Statements of Operations. The Company's advertising expenses consist primarily of online advertising, search costs, email advertising, and radio advertising. In addition, we reimburse our customers and third parties for in store activities and record these costs as sales and marketing expenses. Advertising costs were $3.0 million and $7.3 million for the three and nine months ended September 30, 2021, respectively, and $1.8 million and $4.4 million for the three and nine months ended September 30, 2020, respectively. New accounting standards Recently adopted ASU 2020-03 “Codification Improvements to Financial Instruments” In March 2020, FASB issued Accounting Standards Update ("ASU") 2020-03, Codification Improvement to Financial Instruments. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates, some of which were effective for the Company beginning on January 1, 2021. The amendments adopted did not have a material impact on the Company’s condensed consolidated financial statements. ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This new guidance was effective for the Company beginning on January 1, 2021 and did not have an impact on the Company’s condensed consolidated financial statements. Issued but not yet adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326)” In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326),” a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard is effective for the Company on January 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. ASU 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting” In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue The Company records revenue net of discounts, which primarily consist of early pay discounts, general percentage allowances and contractual trade promotions. The Company excludes sales taxes collected from revenues. Retail-partner based customers are not subject to sales tax. The Company’s direct-to-consumer ("DTC") loyalty program enables customers to accumulate points based on their spending. A portion of revenue is deferred at the time of sale when points are earned and recognized when the loyalty points are redeemed. Shipping costs Shipping costs associated with moving finished products to customers were $1.2 million and $1.1 million for the nine months ended September 30, 2021 and 2020, respectively, and $0.3 million and $0.4 million for the three months ended September 30, 2021 and 2020, respectively. Such shipping costs are recorded as part of general and administrative expenses. Revenue channels The Company groups its revenue channels into four distinct categories: E-Commerce, which includes the sale of product to online retailers such as Amazon and Chewy; Brick & Mortar, which includes the sale of product to pet specialty chains such as Petco, PetSmart, select grocery chains, and neighborhood pet stores; DTC, which includes the sale of product through the Company's online web platform to more than 20,000 unique customers; and International, which includes the sale of product to foreign distribution partners and to select international retailers (transacted in U.S. dollars). Information about the Company’s net sales by revenue channel is as follows (in thousands): Nine Months Ended September 30, Three Months Ended September 30, 2021 2020 2021 2020 E-commerce $ 11,644 33 % $ 10,969 33 % $ 4,742 36 % $ 3,510 32 % Brick & Mortar 5,408 16 % 6,725 20 % 1,816 14 % 1,953 17 % DTC 7,140 20 % 8,198 25 % 2,363 18 % 2,672 24 % International 10,827 31 % 7,410 22 % 4,279 32 % 3,000 27 % Net Sales $ 35,019 100 % $ 33,302 100 % $ 13,200 100 % $ 11,135 100 % |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are summarized as follows (in thousands): September 30, 2021 December 31, 2020 Food, treats and supplements $ 3,150 $ 4,987 Inventory packaging and supplies 637 596 Total Inventories 3,787 5,583 Inventory reserve (363) (714) Inventories, net $ 3,424 $ 4,869 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets are summarized as follows (in thousands): September 30, 2021 December 31, 2020 Prepaid advertising contract with iHeart (1) $ 2,095 $ 1,788 Other prepaid expenses and other current assets (2) 1,631 2,286 Total Prepaid expenses and other current assets $ 3,726 $ 4,074 (1) On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. and issued 166,667 shares of common stock valued at $3.4 million for future advertising services. The Company issued an additional 20,834 shares valued at $0.1 million on March 5, 2020 pursuant to the agreement. The current portion of the remaining value, reflected above, is the remaining value of services that the Company expects to utilize within the twelve months following the reporting period date, unless the term is extended. There was a long-term portion of $1.2 million recorded in other non-current assets as of December 31, 2020. (2) As of September 30, 2021, this amount includes various other prepaid contracts. In December 2020, the Company entered into an agreement for access to an investment platform in exchange for 83,334 shares of common stock valued at $0.6 million and also entered into an agreement for marketing services in exchange for 83,334 shares of common stock valued at $0.5 million, both of which are being amortized over 12 months. |
Accrued and other liabilities
Accrued and other liabilities | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and other liabilities | Accrued and other liabilities Accrued and other liabilities consist of the following (in thousands): September 30, 2021 December 31, 2020 Accrued professional fees $ 197 $ 697 Accrued sales tax 136 1,009 Accrued payroll and benefits 939 913 Accrued trade promotions 44 106 Accrued interest 23 86 Deferred revenue 182 350 Other 86 239 Total accrued and other liabilities $ 1,607 $ 3,400 |
Intangible assets, royalties, a
Intangible assets, royalties, and goodwill | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible assets, royalties, and goodwill | Intangible assets, royalties, and goodwill Intangible assets The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: September 30, 2021 December 31, 2020 Estimated useful life Gross Accumulated Net carrying Accumulated Net carrying Customer relationships 7 $ 7,190 $ (1,831) $ 5,359 $ (1,059) $ 6,131 Trade name 15 7,500 (891) 6,609 (516) 6,984 Total intangible assets $ 14,690 $ (2,722) $ 11,968 $ (1,575) $ 13,115 Amortization expense was $0.4 million and $1.2 million for both the three and nine months ended September 30, 2021 and 2020, respectively. The estimated future amortization of intangible assets over the remaining weighted average useful life of 9.6 years is as follows (in thousands): Remainder of 2021 $ 382 2022 1,527 2023 1,527 2024 1,527 2025 1,527 Thereafter 5,478 $ 11,968 There were no indicators or impairment of the intangible assets as of September 30, 2021. Goodwill Goodwill was $18.6 million as of September 30, 2021 and December 31, 2020, respectfully. The Company performed a quantitative assessment for its annual impairment test as of October 1, 2020. Under the quantitative approach, the Company makes various estimates and assumptions to determine the estimated fair value of the reporting unit using a combination of a discounted cash flow model and earnings multiples for guideline public companies. As of September 30, 2021, there was no accumulated impairment loss and no impairment expense related to goodwill and no indicators, events or changes in circumstances that would indicate goodwill was impaired during the period from October 2, 2020 through September 30, 2021. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of the Company’s debt consist of the following (in thousands): Dollars in thousands September 30, 2021 December 31, 2020 Amount Rate Maturity Amount Rate Maturity Term loan, net $ 5,559 (1) 1/6/2024 $ 7,826 (2) 1/15/2021 Line of credit, net 4,846 (1) 1/6/2024 5,023 (3) 7/5/2022 November 2019 notes payable, net (November 2019 Notes) — — % (4) 2,830 10 % 6/30/2023 December 2019 senior notes payable, net (Senior Seller Notes) — — % (4) 10,332 10 % 6/30/2023 December 2019 junior notes payable, net (Junior Seller Notes) — — % (4) 4,973 10 % 6/30/2023 ABG Notes — — % (4) 687 10 % 6/30/2023 June 2020 notes payable, net (June 2020 Notes) — — % (4) 88 10 % 6/30/2023 Halo PPP Loan — — % (4) 431 1 % 5/3/2022 TruPet PPP Loan — — % (4) 421 0.98 % 4/6/2022 Total debt 10,405 32,611 Less current portion 780 8,016 Total long term debt $ 9,625 $ 24,595 (1) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 2.50% per annum (2) Interest at Bank of Montreal Prime plus 8.05% (3) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 3.25% per annum (4) Converted to common stock upon commencement of the trading of the Company's common stock on the NYSE on June 29, 2021. See "Note 1 - Nature of business and summary of significant accounting policies" for additional information. Term loans and lines of credit The term loan balance of $7.8 million at December 31, 2020 was related to the Company's prior loan facilities agreement and after the fifth amendment to that agreement was entered into on November 25, 2020, the term loan maturity date was extended to January 15, 2021. On July 16, 2020, the Company entered into a revolving line of credit with Citizens Business Bank in the aggregate amount of $7.5 million (the “ABL Facility”). The ABL Facility was scheduled to mature on July 5, 2022 and accrued interest at a variable rate of LIBOR plus 250 basis points, with an interest rate floor of 3.25% per annum. Accrued interest on the ABL Facility was payable monthly commencing on August 5, 2020. The ABL Agreement provided for customary financial covenants, such as maintaining a specified adjusted EBITDA and a maximum senior debt leverage ratio, that commenced on December 31, 2020 and customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representations and material adverse effects. The ABL Facility was secured by a general security interest on the assets of the Company and was personally guaranteed by a member of the Company’s board of directors. The Company prepaid all the outstanding principal and accrued interest under the ABL Facility in full and did not incur any prepayment charges. On January 6, 2021, Halo, Purely for Pets, Inc., a wholly owned subsidiary of Better Choice Company Inc. ("Halo") entered into a credit facility with Old Plank Trail Community Bank, N.A., an affiliate of Wintrust Bank, N.A. (“Wintrust”) consisting of a $6.0 million term loan and a $6.0 million revolving line of credit, each scheduled to mature on January 6, 2024 and each bear interest at a variable rate of LIBOR plus 250 basis points, with an interest rate floor of 2.50% per annum (the "Wintrust Credit Facility"). Accrued interest on the Wintrust Credit Facility is payable monthly commencing on February 1, 2021. Principal payments are required to be made monthly on the term loan commencing February 2021 with a balloon payment upon maturity. The proceeds from the Wintrust Credit Facility were used (i) to repay outstanding principal, interest and fees under the ABL Facility and (ii) for general corporate purposes. The Company applied extinguishment accounting to the outstanding balances of the term loan and ABL Facility and recorded a loss on extinguishment of debt of $0.4 million during the three months ended March 31, 2021. Debt issuance costs of $0.1 million were incurred related to the Wintrust Credit Facility. The Wintrust Credit Facility subjects the Company to certain financial covenants, including the maintenance of a fixed charge coverage ratio of no less than 1.25 to 1.00, tested as of the last day of each fiscal quarter. The numerator in the fixed charge coverage ratio is the operating cash flow of Halo, defined as Halo EBITDA less cash paid for unfinanced Halo capital expenditures, income taxes and dividends. The denominator is fixed charges such as interest expense and principal payments paid or payable on other indebtedness attributable to Halo. The Wintrust Credit Facility is secured by a general guaranty and security interest on the assets, including the intellectual property, of the Company and its subsidiaries. The Company has also pledged all of the capital stock of Halo held by the Company as additional collateral. Furthermore, the Wintrust Credit Facility was supported by a collateral pledge by a member of the Company’s board of directors; as a result of the Wintrust Amendment described below, this collateral pledge was terminated and released. On August 13, 2021, Halo entered into the first amendment to the Wintrust Credit Facility (the “Wintrust Amendment”) to increase the revolving line of credit from $6.0 million to $7.5 million. The Wintrust Amendment also required Halo to secure the credit facility with a pledge of a deposit account in the amount of $7.2 million, which decreases to $6.9 million on January 1, 2022 and to $6.0 million on January 1, 2023. As of September 30, 2021, the term loan and line of credit outstanding under the Wintrust Credit Facility were $5.6 million and $4.8 million, respectively, net of debt issuance costs of less than $0.1 million, respectively. As of December 31, 2020, the previous term loan and line of credit outstanding were $7.8 million and $5.0 million, respectively, net of debt issuance costs and discounts of less than $0.2 million and $0.2 million, respectively. Debt issuance costs and discounts are amortized using the effective interest method. Notes payable On November 4, 2019, the Company issued $2.8 million of subordinated convertible notes (the “November 2019 Notes”) which carried a 10% interest rate and a maturity date of November 4, 2021. The interest was payable in kind, in arrears on March 31, June 30, September 30 and December 31 of each year. Payment in kind ("PIK") interest was payable by increasing the aggregate principal amount of the November 2019 Notes. The November 2019 Notes were convertible any time from the date of issuance and carried an initial conversion price of the lower of (a) $24.00 per share or (b) the IPO Price. The November 2019 Notes were amended on January 6, 2020. The amendment incorporated only the preferable terms of the Seller Notes as noted below, and all other terms and provisions of the November 2019 Notes remained in full force and effect. As amended, for so long as any event of default existed and was continuing, interest would accrue at the default interest rate of 12.0% per annum, and such accrued interest would be immediately due and payable. On December 19, 2019, the Company issued $10.0 million and $5.0 million in senior subordinated convertible notes (the “Senior Seller Notes”) and junior subordinated convertible notes (the “Junior Seller Notes” and together with the Senior Seller Notes, the “Seller Notes”), respectively, to the sellers of Halo. The Seller Notes were convertible any time from the date of issuance and carried a 10% interest rate and a maturity date of June 30, 2023. Interest was payable in kind, in arrears on March 31, June 30, September 30 and December 31 of each year by increasing the aggregate principal amount of the Seller Notes. The Seller Notes carried a conversion price of the lower of (a) $24.00 per share or (b) the IPO Price. On January 13, 2020, the Company issued $0.6 million in senior subordinated convertible notes to Authentic Brands and Elvis Presley Enterprises (“ABG”) in connection with the termination of a previous licensing agreement (the "ABG Notes"). The terms of the ABG Notes were the same as the Seller Notes. In addition to issuing the ABG Notes, as part of the ABG termination on January 13, 2020, the Company paid ABG $0.1 million in cash, issued ABG 12,120 shares of the Company’s common stock, agreed to pay ABG $0.1 million in cash in four equal installments each month from July 31, 2020 through October 31, 2020 and issued ABG common stock purchase warrants (the “ABG Warrants”) equal to a fair value of $0.2 million. The November 2019 Notes were amended for the second time and the Seller Notes and the ABG Notes were also amended on June 24, 2020 in connection with the issuance of the June 2020 Notes, discussed below. The amendments lowered the maximum conversion price applicable to the conversion of these notes from $24.00 per share to $22.50 per share and aligned all maturity dates to be June 30, 2023. The Company accounted for the change in conversion price as a modification of the debt instruments and recognized the increase in the fair value of the conversion option as a reduction to the carrying amount of the respective debt instrument by increasing the associated debt discount or decreasing the debt premium, with a corresponding increase in Additional paid-in capital. The increase in fair value of the conversion options were $0.3 million for the November 2019 Notes, less than $0.3 million for the Seller Notes and less than $0.1 million for the ABG Notes. On June 24, 2020, the Company issued $1.5 million in subordinated convertible promissory notes (the “June 2020 Notes”) which carried a 10% interest rate and matures on June 30, 2023. Interest was payable in kind, in arrears on March 31, June 30, September 30, and December 31 of each year by increasing the aggregate principal amount of the June 2020 Notes. The June 2020 Notes were convertible any time from the date of issuance and carried a conversion price $4.50 per share. The Company evaluated the conversion option within the June 2020 Notes to determine whether the conversion price was beneficial to the note holders and recorded a beneficial conversion feature (“BCF”) related to the issuance of these notes. The BCF for the June 2020 Notes was recognized and measured by allocating a portion of the proceeds to the BCF, based on relative fair value, and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion feature limited to the proceeds amount allocated to the instrument. The discount recorded in connection with the BCF valuation was being accreted as interest expense over the term of the June 2020 Notes, using the effective interest rate method. Upon the conversion of the June 2020 Notes discussed below, the remaining discount of $1.4 million associated with the June 2020 Notes was fully accreted through interest expense. As of September 30, 2021, all of the notes payable described had $0 outstanding since they were automatically converted to common stock in connection with the Company's IPO, at a price of $5.00 per share (except for the June 2020 Notes, which were converted at a price of $4.50 per share). See "Note 1 - Nature of business and summary of significant accounting policies" for additional information. As of December 31, 2020, the November 2019 Notes outstanding were $2.8 million, net of discounts of less than $0.3 million, the Senior Seller Notes outstanding were $10.3 million, net of discounts of $0.8 million, the Junior Seller Notes outstanding were $5.0 million, net of discounts of $0.5 million, the ABG Notes outstanding were $0.7 million, including a debt premium of less than $0.1 million, and the June 2020 Notes outstanding were less than $0.1 million, net of discounts of less than $1.5 million. The debt discounts and premium were being amortized over the life of the respective notes using the effective interest method. Previously, $0.1 million of the Seller Notes were held by an executive of the Company and $2.2 million of the subordinated convertible notes were held by a member of the board of directors, all of which were converted to common stock as described above. PIK interest related to these notes was $0.1 million for the nine months ended September 30, 2021 and less than $0.1 million and $0.1 million for the three and nine months ended September 30, 2020, respectively. PPP loans On April 10, 2020, TruPet, LLC, a wholly owned subsidiary of Better Choice Company Inc., was granted a loan from JPMorgan Chase Bank, N.A. in the aggregate amount of $0.4 million, pursuant to the Paycheck Protection Program ("PPP") under Division A, Title I of the CARES Act (the “TruPet PPP Loan”). The loan matured on April 6, 2022 and had an interest rate of 0.98% per annum, with interest and principal payable monthly, commencing on November 6, 2020. During the nine months ended September 30, 2021, the TruPet PPP loan was fully forgiven and the Company recognized a gain on extinguishment of debt of $0.4 million. On May 7, 2020, Halo, Purely for Pets, Inc., a wholly owned subsidiary of Better Choice Company Inc., was granted a loan from Wells Fargo Bank, N.A. in the aggregate amount of $0.4 million, pursuant to the PPP (the “Halo PPP Loan”). The loan matured on May 3, 2022 and had an interest rate of 1.00% per annum, with interest and principal payable monthly, commencing on November 1, 2020. During the nine months ended September 30, 2021 the Halo PPP loan was fully forgiven and the Company recognized a gain on extinguishment of debt of $0.4 million. The Company recorded interest expense related to its outstanding indebtedness of $3.1 million and $7.3 million for the nine months ended September 30, 2021 and September 30, 2020, respectively, and $0.1 million and $2.5 million for the three months ended September 30, 2021 and September 30, 2020, respectively. PIK interest relating to notes payable was $1.1 million for the nine months ended September 30, 2021 and $0.5 million and $1.5 million for the three and nine months ended September 30, 2020, respectively. The carrying amount for the Company’s term loan and line of credit approximate fair value as the instruments have variable interest rates that approximate market rates. As of September 30, 2021 and December 31, 2020, the Company was in compliance with all debt covenant requirements and there were no events of default. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies The Company had no material purchase obligations as of September 30, 2021 or December 31, 2020. The Company may be involved in legal proceedings, claims, and regulatory, tax, or government inquiries and investigations that arise in the ordinary course of business resulting in loss contingencies. The Company accrues for loss contingencies when losses become probable and are reasonably estimable. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred and are recorded in general and administrative expenses in the Condensed Consolidated Statements of Operations. The Company does not accrue for contingent losses that are considered to be reasonably possible, but not probable; however, the Company discloses the range of such reasonably possible losses. Loss contingencies considered remote are generally not disclosed. |
Convertible preferred stock
Convertible preferred stock | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Convertible preferred stock | Convertible preferred stock During October, 2020, the Company consummated an insider-led equity financing, including the transactions contemplated by a securities purchase agreement (the “Securities Purchase Agreement”) between the Company and certain accredited and sophisticated investors (the “Purchasers”) and an exchange agreement (the “Series E Exchange Agreement”) between the Company and Cavalry Fund LP ("Cavalry"), the holder of all of the Company’s previously outstanding Series E preferred stock. Pursuant to the Securities Purchase Agreement, the Company, in a private placement (the “Series F Private Placement”), issued and sold units (the “Series F Units”) to the Purchasers for a purchase price of $1,000 per Unit. Each Unit consisted of: (i) one share of the Company’s Series F convertible preferred stock, par value $0.001 per share (the “Series F Preferred Stock”), which is convertible into shares of the Company’s common stock, par value $0.001 per share, at a value per share of common stock of $3.00; and (ii) a warrant to purchase for a six year period such number of shares of common stock (the “Series F Warrant Shares”) into which such share of Series F Preferred Stock is convertible at an exercise price per Warrant Share of $4.50. Pursuant to the Series F Private Placement, the Company raised approximately $18.2 million in gross cash proceeds, approximately $6.5 million of which was invested by certain officers, directors, employees and associated related parties thereto of the Company. The Series F Shares were recorded at fair value on the date of issuance on an as converted basis. Concurrently with the execution of the Securities Purchase Agreement, the Company and the Purchasers entered into a registration rights agreement, (as amended by a certain first amendment dated October 29, 2020, the "Registration Rights Agreement"), pursuant to which the Company filed a registration statement which was declared effective by the SEC on February 16, 2021 to register the Warrant Shares and the shares of common stock issuable upon conversion of the Series F Preferred Stock. In connection with the consummation of the Series F Private Placement, on October 1, 2020, the Company filed with the Secretary of State of Delaware a Certificate of Designations which authorizes a total of 30,000 shares of Series F Preferred Stock and sets forth the designations, preferences, and rights of the Company's Series F Preferred Stock. On October 1, 2020, the Company issued 14,264 Series F Units in connection with the Series F Private Placement. In addition, pursuant to the Series E Exchange Agreement, on October 1, 2020, the Company issued 3,500 Series F Units to Cavalry in exchange for all of its outstanding Series E Preferred Stock. The exchange of Series E Preferred Shares resulted in a $5.4 million gain and was recorded to Accumulated deficit on the Company's Condensed Consolidated Balance Sheets. On October 12, 2020 and October 23, 2020, the Company issued 1,106 and 2,832 Series F Units, respectively, in connection with the Series F Private Placement. In addition, on October 23, 2020, the Company issued an additional 100 shares of Series F Preferred Stock in conjunction with a marketing agreement. The Company evaluated the conversion option within the Series F Preferred Stock on the dates of issuance to determine whether the conversion price was beneficial to the holders. The Company recorded a BCF related to the issuance of the Series F Preferred Stock. The BCF was recognized and measured by allocating a portion of the proceeds to the beneficial conversion feature, based on fair value and was recorded to Accumulated deficit on the Company's Condensed Consolidated Balance Sheets limited to the proceeds amount allocated to the instrument. On July 1, 2021, all outstanding shares of convertible preferred stock were converted to common stock in connection with the consummation of the Company's IPO. See "Note 1 - Nature of business and summary of significant accounting policies" for additional information. |
Stockholders' equity (deficit)
Stockholders' equity (deficit) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' equity (deficit) | Stockholders’ equity (deficit)On January 22, 2021, the Company consummated a private placement of common stock units (the “January 2021 Private Placement”) in which the Company raised approximately $4.1 million, including an investment by certain officers, directors, employees and associated related parties thereto of approximately $1.6 million. Each common stock unit was sold at a per unit price of $7.50 and consisted of (i) one share of the Company’s common stock, par value $0.001 per share; and (ii) a warrant to purchase one share of common stock. The proceeds were used to pay expenses related to the offering and for general corporate purposes. In connection with the January 2021 Private Placement, the Company entered into a registration rights agreement (the “January 2021 Registration Rights Agreement”) pursuant to which the Company filed a registration statement that was declared effective by the SEC on February 16, 2021 to register the shares of common stock issued, and issuable upon the exercise of the warrants issued, in the January 2021 Private Placement. See "Note 1 - Nature of business and summary of significant accounting policies" for additional information regarding the impacts to the Company's Stockholders’ equity (deficit) related to the commencement of its common stock trading on the NYSE and the consummation of its IPO. The Company has reserved common stock for future issuance as follows: September 30, 2021 December 31, 2020 Conversion of Series F Preferred Stock — 7,251,189 Exercise of options to purchase common stock 2,672,937 1,302,574 Exercise of warrants to purchase common stock 9,433,584 9,916,997 Conversion of notes payable — 1,255,039 Total 12,106,521 19,725,799 |
Warrants
Warrants | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Warrants | Warrants The following summarizes the Company's outstanding warrants to purchase shares of the Company's common stock as of and for the periods ended September 30, 2021 and December 31, 2020: Warrants Exercise Price Warrants outstanding as of December 31, 2019 2,830,309 $ 19.38 Issued 8,321,412 $ 4.62 Exercised (322,948) $ 3.48 Terminated/Expired (911,776) $ 18.42 Warrants outstanding as of December 31, 2020 9,916,997 $ 7.32 Issued 548,110 $ 8.70 Exercised (389,881) $ 4.52 Terminated/Expired (641,642) $ 24.64 Warrants outstanding as of September 30, 2021 9,433,584 $ 5.92 The intrinsic value of outstanding warrants was $0.0 million and $23.8 million as of September 30, 2021 and December 31, 2020, respectively. The following discussion provides details on the various types of outstanding warrants and the related relevant disclosures around each type. Warrant derivative liability During May 2019, the Company acquired 118,804 warrants with a weighted average exercise price of $23.40 (the "May Acquisitions Warrants"). These warrants included an option to settle in cash in the event of a change of control of the Company and a reset feature if the Company issues shares of common stock with a strike price below the exercise price of the warrants, which required the Company to record the warrants as a derivative liability. The Company calculates the fair value of the derivative liability through a Monte Carlo Model that values the warrants based upon a probability weighted discounted cash flow model. During January 2020, the Company issued shares below the exercise price of the May Acquisitions Warrants. As such, the Company issued an additional 167,206 warrants on March 17, 2020 to certain of its warrant holders at an exercise price of $9.72 and modified the exercise price of the existing May Acquisitions Warrants to $9.72. During June 2020, the Company issued common stock equivalents below the exercise price of the warrants issued on March 17, 2020. As such, the Company issued an additional 331,771 warrants to certain of its warrant holders at an exercise price of $4.50 and modified the exercise price of the existing warrants to $4.50. During September 2020, the Company amended all of these warrants to eliminate certain anti-dilution rights, fix the number of shares of common stock purchasable under each warrant, and set the exercise price thereof at $3.90 per share. As such, the Company issued an additional 95,043 warrants to certain of its warrant holders at an exercise price of $3.90. During the fourth quarter of 2020, holders exercised a total 281,282 warrants for which the Company issued shares of common stock. During December 2020, 418,721 of these warrants expired and an immaterial amount remained outstanding as of December 31, 2020, all of which expired during January 2021. The following schedule shows the fair value of the warrant derivative liability as of September 30, 2021 and December 31, 2020, and the change in fair value during the periods ended September 30, 2021 and year ended December 31, 2020 (in thousands): Warrant Derivative Liability Balance as of December 31, 2019 $ 2,220 Change in fair value of warrant derivative liability (2,220) Balance as of December 31, 2020 $ — Change in fair value of warrant derivative liability (1) — Balance as of September 30, 2021 $ — (1) All of the May Acquisition Warrants were expired by January 2021. Series F warrant liability During October 2020, the Company issued 7,233,855 warrants to purchase common stock in connection with the Series F Private Placement with an exercise price of $4.50 (the "Series F Warrants"). The warrants are exercisable commencing on the date of issuance and expire 72 months after the date of issuance. These warrants included a reset feature if the Company issues common stock, options, or convertible securities with a strike price below the exercise price of the warrants. During the second quarter of 2021, a Series F warrant holder exercised 83,334 warrants, resulting in the Company’s receipt of approximately $0.4 million. Initially, these warrants did not meet the definition of a derivative or the requirements to be considered equity; as such, the Company recorded these as a liability. Due to changes in certain terms of the warrant agreements in connection with the Company's IPO whereby the warrants did meet the requirements to be considered equity, the outstanding Series F warrants were reclassified to equity upon consummation of the IPO on July 1, 2021. See "Note 9 - Convertible preferred stock" for more information on Series F and see "Note 1 - Nature of business and summary of significant accounting policies" for additional information on the Company's IPO. The warrant liability was remeasured at fair value each reporting period and upon the Company's IPO and represented a Level 3 financial instrument. The Company calculates the fair value of the warrant liability through a Monte Carlo Model and a Black Scholes Option Model. The total value of the consideration received in connection with the Series F Private Placement was first allocated to the warrant liability at fair value, with the remainder allocated to the preferred stock, which led to a discount ascribed to the Series F Preferred Stock. Accordingly, the Company recorded a discount of $14.6 million on the Series F Preferred Stock by adjusting Additional paid-in capital. The following schedule shows the fair value of the warrant liability upon issuance, and the change in fair value during the periods ended September 30, 2021 and December 31, 2020 (in thousands): Warrant liability Issuance of Series F warrants $ 14,952 Change in fair value of warrant liability 24,898 Balance as of December 31, 2020 $ 39,850 Change in fair value of warrant liability (23,463) Reclassification of warrant liability to equity (16,387) Balance as of September 30, 2021 $ — The following schedule shows the inputs used to measure the fair value of the warrant liability: Warrant Liability July 1, 2021 December 31, 2020 Stock Price $4.19 $7.62 Exercise Price $4.50 $4.50 Expected remaining term (in years) 5.25 - 5.31 5.75 - 5.81 Volatility 60.0% 67.5% Risk-free interest rate 0.94% 0.5% The valuation of the warrants was subject to uncertainty as a result of the unobservable inputs. If the volatility rate or risk-free interest rate were to change, the value of the warrants would be impacted. Equity-classified warrants On May 6, 2019, the Company issued 957,499 warrants to purchase common stock with an exercise price of $25.50 (the "May 2019 PIPE Warrants"). Additionally, in connection with the May 2019 PIPE transaction, the Company issued 36,757 warrants to brokers with an exercise price of $18.00. The warrants were exercisable commencing on the issuance date and expire 24 months after the issuance date. In March 2021, the Company offered to a limited number of holders the opportunity to exercise, in full or in part, these warrants to purchase shares of Common Stock at a reduced exercise price of $7.50 per share. The Company received exercise notices for a total of 174,602 warrants, resulting in the Company’s receipt of approximately $1.3 million. The Company recognized the increase in the fair value of the modified warrants on the date of exercise of $0.2 million as a deemed dividend through Accumulated deficit with a corresponding increase in Additional paid-in capital. The remainder of the outstanding and unexercised May 2019 PIPE Warrants expired during May 2021. On November 4, 2019, the Company issued 1,834 warrants in connection with the November 2019 Notes. The warrants are exercisable commencing on the date of issuance and expire 24 months from the date of the consummation of an IPO, which occurred July 1, 2021. The warrants carried an initial exercise price equal to the greater of (i) $30.00 per share or (ii) the price at which the common stock was sold in the IPO (which was $5.00). On December 19, 2019, the Company issued 1,083,334 warrants with an exercise price of $10.92 as consideration for certain directors and shareholders of the Company guaranteeing the Company's obligations under a prior credit facility agreement (the "Guarantor Warrants"), which are exercisable commencing on the date of issuance and expire 24 months from the date of the consummation of an IPO, which occurred July 1, 2021. The Guarantor Warrants had a fair value of $4.2 million on the date of issuance. On December 19, 2019, the Company issued 156,250 warrants in connection with the Seller Notes. The warrants are exercisable commencing on the date of issuance and expire 24 months from the date of the consummation of an IPO, which occurred July 1, 2021. The warrants carried an initial exercise price equal to the greater of (i) $30.00 per share or (ii) the price at which the common stock was sold in the IPO (which was $5.00). On January 13, 2020, the Company issued the ABG Warrants, which are exercisable commencing on the date of issuance and expire 24 months from the date of the consummation of an IPO, which occurred July 1, 2021 and carried an initial exercise price equal to the greater of (i) $30.00 per share or (ii) the price at which the common stock was sold in the IPO (which was $5.00). On June 24, 2020, the warrants related to the November 2019 Notes, the Seller Notes and the ABG Notes were amended in connection with the issuance of the June 2020 Notes to lower the maximum exercise price applicable to these warrants from $30.00 to $25.50 per share. The decrease in the exercise price resulted in an increase to the fair value of the warrants of $0.1 million which was recognized in general and administrative expense. On June 24, 2020, the Company issued 166,667 warrants to a member of the board of directors with an exercise price of $7.50 per share in connection with the June 2020 Notes (the “June 2020 Warrants”), which are exercisable commencing on the date of issuance and expire 84 months from the date of the consummation of an IPO, which occurred July 1, 2021. On July 20, 2020, the Company issued 50,000 warrants to a member of the board of directors with an exercise price of $6.30 per share in consideration for a personal guarantee by a member of the Company's board of directors on the ABL Facility (the "July 2020 Guarantor Warrants"), which are exercisable commencing on the date of issuance and expire 84 months from the date of the consummation of an IPO, which occurred July 1, 2021. On January 22, 2021, the Company issued 548,067 warrants in connection with the January 2021 PIPE transaction. The warrants are exercisable at an exercise price per share of $8.70 commencing on the date of issuance and expire after a six year period, subject to beneficial ownership limitations (the “January 2021 Warrants”). Due to the discounted warrant exercise associated with the May 2019 PIPE warrants as discussed above, the down round provision on the January 2021 Warrants was triggered such that these warrants could be exercised at a price of $7.50 per share. The Company recognized the increase in the fair value of the modified warrants of $0.2 million as a deemed dividend through Accumulated deficit with a corresponding increase in Additional paid-in capital. Warrants issued as compensation On September 17, 2019, a Company advisor was issued 416,667 warrants with an exercise price of $0.60 per share and 250,000 warrants with an exercise price of $60.00 per share; 208,334 of the $0.60 exercise price warrants (the "Tranche 1 Warrants") were exercisable on the earlier of twelve-months after issuance date or immediately prior to a change in control subject to the advisor’s continued service and 208,334 of the $0.60 exercise price warrants (the "Tranche 2 Warrants") and the 250,000 warrants with the $60.00 exercise price (the "Tranche 3 Warrants") were exercisable on the earlier of eighteen-months after issuance or immediately prior to a change in control subject to the advisor’s continued service. On June 1, 2020, the Company entered into a termination agreement (the “Termination Agreement”) with the advisor. Pursuant to the terms of the Termination Agreement, the Tranche 1 Warrants were amended to reduce the number of shares of common stock purchasable thereunder to 173,611 shares, and the Tranche 2 Warrants and Tranche 3 Warrants were cancelled. The Tranche 1 Warrants (as amended pursuant to the Termination Agreement) were fully vested as of the date of the termination of the agreement and will remain exercisable until September 17, 2029. Furthermore, if the Company engages in any restricted business line as defined in the Termination Agreement, the Company will issue to the former advisor additional shares of common stock based on formulas intended to compensate the former advisor for the warrants that were reduced or terminated. In connection with the Termination Agreement, the Company recorded expense of $5.7 million during the year ended December 31, 2020 in general and administrative expense. During the first quarter of 2021, the former advisor exercised 131,945 of his remaining warrants outstanding in a cashless exercise resulting in 122,782 shares of common stock issued. On June 24, 2020, the Company issued 166,667 warrants with an exercise price of $7.50 per share to two non-employee directors, which are exercisable commencing on the date of issuance and expire 84 months from the date of the consummation of an IPO, which occurred July 1, 2021. On July 20, 2020, the Company issued 33,334 warrants to two non-employee directors at a price of $6.30 per share (the "July 2020 Director Warrants"), which are exercisable commencing on the date of issuance and expire 84 months from the date of the consummation of an IPO, which occurred July 1, 2021. The warrants issued to the non-employee directors were immediately vested and as such, the Company recorded $1.0 million of share-based compensation expense upon issuance. |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensation During the three and nine months ended September 30, 2021 the Company recognized $0.7 million and $3.5 million, respectively, of share-based compensation expense. During the three and nine months ended September 30, 2020, the Company recognized $1.5 million and $7.0 million, respectively, of share-based compensation expense. On November 11, 2019, the Company received shareholder approval for the Amended and Restated 2019 Incentive Award Plan (the “Amended 2019 Plan”). The Amended 2019 Plan provides for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, other stock or cash-based awards or a dividend equivalent award. The Amended 2019 Plan authorized the issuance 1,083,334 shares of common stock which was increased to 1,500,000 after the Halo acquisition; the Amended 2019 Plan also provides for an annual increase on the first day of each calendar year beginning on January 1, 2021 and ending on and including January 1, 2029, equal to the lesser of (A) 10% of the shares of common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of common stock as determined by the Board. The total number of shares currently authorized for issuance under the Amended 2019 Plan is 2,700,000. Stock options Options granted under the Amended 2019 Plan vest over a period of two |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxesFor the three and nine months ended September 30, 2021 and September 30, 2020, the Company recorded no income tax expense. For the three and nine months ended September 30, 2021 and September 30, 2020, the Company’s effective tax rate was 0%. The Company’s effective tax rate of 0% differs from the United States federal statutory rate of 21% due to permanent differences attributable to the change in the fair value of the warrant liabilities and because the Company’s losses have been fully offset by a valuation allowance due to uncertainty of realizing the tax benefit of net operating losses ("NOLs”) for the nine months ended September 30, 2021 and for the year ended December 31, 2020. |
Concentrations
Concentrations | 9 Months Ended |
Sep. 30, 2021 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations Major suppliers The Company sourced approximately 76% of its inventory purchases from three vendors for the nine months ended September 30, 2021. The Company sourced approximately 78% of its inventory purchases from three vendors for the nine months ended September 30, 2020. Major customers Accounts receivable from three customers represented 86% of accounts receivable as of September 30, 2021. Accounts receivable from two customers represented 72% of accounts receivable as of December 31, 2020. Three customers represented 54% of gross sales for the nine months ended September 30, 2021. Two customers represented 35% of gross sales for the nine months ended September 30, 2020. Credit risk At September 30, 2021 and December 31, 2020, the Company’s cash and cash equivalents were deposited in accounts at several financial institutions and may maintain some balances in excess of federally insured limits. The Company maintains its cash and cash equivalents with high-quality, accredited financial institutions and, accordingly, such funds are subject to minimal credit risk. The Company has not experienced any losses historically in these accounts and believes it is not exposed to significant credit risk in its cash and cash equivalents. |
Earnings (loss) per share
Earnings (loss) per share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Earnings (loss) per share | Earnings (loss) per share The Company presents earnings (loss) per share on a basic and diluted basis. Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding during the period. Diluted earnings (loss) per share includes the dilutive effect of common stock equivalents, consisting of stock options and warrants using the treasury stock method and convertible notes and preferred stock using the if-converted method. Under the treasury stock method, the amount the holder must pay for exercising stock options or warrants and the amount of average compensation cost for future service that has not yet been recognized are collectively assumed to be used to repurchase shares. As the Company reported net income for the nine months ended September 30, 2021, basic and diluted earnings per share are calculated as outlined above. For the nine months ended September 30, 2021, the weighted average diluted common shares had 5,397,048 common stock equivalents excluded based on the fact that their inclusion would have had an anti-dilutive effect on earnings per share. For the three months ended September 30, 2021 and for the three and nine months ended September 30, 2020, the Company’s basic and diluted net loss per share attributable to common stockholders are the same because the Company generated a net loss and common stock equivalents are excluded from diluted net loss per share as they have an antidilutive impact. The following table sets forth basic and diluted net income (loss) per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020 (in thousands, except share and per share amounts): Nine Months Ended September 30, Three Months Ended September 30, Common stockholders 2021 2020 2021 2020 Basic earnings (loss) per share: Numerator: Net income (loss) $ 8,470 $ (29,551) $ (3,456) $ (1,693) Less: Preferred stock dividends — 103 — 35 Less: Adjustment due to warrant modifications 402 — — — Adjusted net income (loss) available to common stockholders $ 8,068 $ (29,654) $ (3,456) $ (1,728) Denominator: Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, basic 16,799,796 8,134,957 29,466,520 8,160,242 Net earnings (loss) per share attributable to common stockholders, basic $ 0.48 $ (3.65) $ (0.12) $ (0.21) Dilutive earnings (loss) per share: Numerator: Net income (loss) $ 8,470 $ (29,551) $ (3,456) $ (1,693) Less: Preferred stock dividends — 103 — 35 Less: Adjustment due to warrant modifications 402 — — — Adjusted net income (loss) available to common stockholders $ 8,068 $ (29,654) $ (3,456) $ (1,728) Denominator: Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, basic 16,799,796 8,134,957 29,466,520 8,160,242 Dilutive common stock equivalents 6,885,555 — — — Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, diluted 23,685,351 8,134,957 29,466,520 8,160,242 Net earnings (loss) per share attributable to common stockholders, diluted $ 0.34 $ (3.65) $ (0.12) $ (0.21) |
Nature of business and summar_2
Nature of business and summary of significant accounting policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The Company’s condensed consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reports and accounting principles generally accepted in the United States ("GAAP"). Results of operations for interim periods may not be representative of results to be expected for the full year. Certain reclassifications have been made to conform the prior period data to the current presentation. These reclassifications had no material effect on the reported results. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes in the Company’s Annual Report for the year ended December 31, 2020, filed with the SEC. |
Consolidation | Consolidation The financial statements are presented on a consolidated basis subsequent to acquisitions and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experience and on various other assumptions that the Company believes to be reasonable under the circumstances. On an ongoing basis, the Company evaluates these assumptions, judgments and estimates. Actual results may differ from these estimates. In the opinion of management, the condensed consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations for the periods ended September 30, 2021 and 2020, the financial position as of September 30, 2021 and December 31, 2020 and the cash flows for the periods ended September 30, 2021 and 2020. |
Cash and cash equivalents | Cash and cash equivalentsCash and cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days or less at acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term nature of these instruments. Our cash equivalents are held in government money market funds and at times may exceed federally insured limits. For purposes of reporting cash flows, the Company considers all cash accounts that are not subject to withdrawal restrictions or penalties to be cash and cash equivalents. |
Restricted cash | Restricted cash The Company was required to maintain a restricted cash balance of less than $0.1 million as of September 30, 2021 and December 31, 2020, respectively, associated with a business credit card and credit card clearance operations. The Company was required to maintain a restricted cash balance of $7.2 million as of September 30, 2021 in connection with the amendment to the Wintrust Credit Facility (as defined below). See "Note 7 - Debt" for additional information. |
Share repurchases | Share repurchasesIn August 2021, the Company's Board of Directors approved a share repurchase program that authorizes the repurchase of up to $2.0 million of the Company's outstanding common stock in the open market through December 31, 2021. Repurchased shares are immediately retired and returned to unissued status. During the nine months ended September 30, 2021, 344,775 shares were repurchased for $1.3 million, inclusive of broker's commissions. |
Advertising | Advertising The Company charges advertising costs to expense as incurred and such charges are included in sales and marketing expenses in the Consolidated Statements of Operations. The Company's advertising expenses consist primarily of online advertising, search costs, email advertising, and radio advertising. In addition, we reimburse our customers and third parties for in store activities and record these costs as sales and marketing expenses. Advertising costs were $3.0 million and $7.3 million for the three and nine months ended September 30, 2021, respectively, and $1.8 million and $4.4 million for the three and nine months ended September 30, 2020, respectively. |
New accounting standards | New accounting standards Recently adopted ASU 2020-03 “Codification Improvements to Financial Instruments” In March 2020, FASB issued Accounting Standards Update ("ASU") 2020-03, Codification Improvement to Financial Instruments. This ASU improves and clarifies various financial instruments topics, including the current expected credit losses standard issued in 2016. The ASU includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments have different effective dates, some of which were effective for the Company beginning on January 1, 2021. The amendments adopted did not have a material impact on the Company’s condensed consolidated financial statements. ASU 2019-12 “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This new guidance was effective for the Company beginning on January 1, 2021 and did not have an impact on the Company’s condensed consolidated financial statements. Issued but not yet adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326)” In June 2016, the FASB issued ASU 2016-13 “Financial Instruments - Credit Losses (Topic 326),” a new standard to replace the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The standard is effective for the Company on January 1, 2023, and early adoption is permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. ASU 2020-04 “Reference Rate Reform (Topic 848), Facilitation of the Effects of Reference Rate Reform on Financial Reporting” In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides optional expedient and exceptions for applying generally accepted accounting principles to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. In response to the concerns about structural risks of interbank offered rates (IBORs) and, particularly, the risk of cessation of the London Interbank Offered Rate (LIBOR), regulators in several jurisdictions around the world have undertaken reference rate reform initiatives to identify alternative reference rates that are more observable or transaction based and less susceptible to manipulation. The ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. The ASU can be adopted no later than December 1, 2022 with early adoption permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Information about Revenue Channels | Information about the Company’s net sales by revenue channel is as follows (in thousands): Nine Months Ended September 30, Three Months Ended September 30, 2021 2020 2021 2020 E-commerce $ 11,644 33 % $ 10,969 33 % $ 4,742 36 % $ 3,510 32 % Brick & Mortar 5,408 16 % 6,725 20 % 1,816 14 % 1,953 17 % DTC 7,140 20 % 8,198 25 % 2,363 18 % 2,672 24 % International 10,827 31 % 7,410 22 % 4,279 32 % 3,000 27 % Net Sales $ 35,019 100 % $ 33,302 100 % $ 13,200 100 % $ 11,135 100 % |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories are summarized as follows (in thousands): September 30, 2021 December 31, 2020 Food, treats and supplements $ 3,150 $ 4,987 Inventory packaging and supplies 637 596 Total Inventories 3,787 5,583 Inventory reserve (363) (714) Inventories, net $ 3,424 $ 4,869 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets are summarized as follows (in thousands): September 30, 2021 December 31, 2020 Prepaid advertising contract with iHeart (1) $ 2,095 $ 1,788 Other prepaid expenses and other current assets (2) 1,631 2,286 Total Prepaid expenses and other current assets $ 3,726 $ 4,074 (1) On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. and issued 166,667 shares of common stock valued at $3.4 million for future advertising services. The Company issued an additional 20,834 shares valued at $0.1 million on March 5, 2020 pursuant to the agreement. The current portion of the remaining value, reflected above, is the remaining value of services that the Company expects to utilize within the twelve months following the reporting period date, unless the term is extended. There was a long-term portion of $1.2 million recorded in other non-current assets as of December 31, 2020. (2) As of September 30, 2021, this amount includes various other prepaid contracts. In December 2020, the Company entered into an agreement for access to an investment platform in exchange for 83,334 shares of common stock valued at $0.6 million and also entered into an agreement for marketing services in exchange for 83,334 shares of common stock valued at $0.5 million, both of which are being amortized over 12 months. |
Accrued and other liabilities (
Accrued and other liabilities (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Accrued and other liabilities consist of the following (in thousands): September 30, 2021 December 31, 2020 Accrued professional fees $ 197 $ 697 Accrued sales tax 136 1,009 Accrued payroll and benefits 939 913 Accrued trade promotions 44 106 Accrued interest 23 86 Deferred revenue 182 350 Other 86 239 Total accrued and other liabilities $ 1,607 $ 3,400 |
Intangible assets, royalties,_2
Intangible assets, royalties, and goodwill (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of intangible assets | The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: September 30, 2021 December 31, 2020 Estimated useful life Gross Accumulated Net carrying Accumulated Net carrying Customer relationships 7 $ 7,190 $ (1,831) $ 5,359 $ (1,059) $ 6,131 Trade name 15 7,500 (891) 6,609 (516) 6,984 Total intangible assets $ 14,690 $ (2,722) $ 11,968 $ (1,575) $ 13,115 |
Schedule of future amortization of intangible assets | The estimated future amortization of intangible assets over the remaining weighted average useful life of 9.6 years is as follows (in thousands): Remainder of 2021 $ 382 2022 1,527 2023 1,527 2024 1,527 2025 1,527 Thereafter 5,478 $ 11,968 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Components of debt | The components of the Company’s debt consist of the following (in thousands): Dollars in thousands September 30, 2021 December 31, 2020 Amount Rate Maturity Amount Rate Maturity Term loan, net $ 5,559 (1) 1/6/2024 $ 7,826 (2) 1/15/2021 Line of credit, net 4,846 (1) 1/6/2024 5,023 (3) 7/5/2022 November 2019 notes payable, net (November 2019 Notes) — — % (4) 2,830 10 % 6/30/2023 December 2019 senior notes payable, net (Senior Seller Notes) — — % (4) 10,332 10 % 6/30/2023 December 2019 junior notes payable, net (Junior Seller Notes) — — % (4) 4,973 10 % 6/30/2023 ABG Notes — — % (4) 687 10 % 6/30/2023 June 2020 notes payable, net (June 2020 Notes) — — % (4) 88 10 % 6/30/2023 Halo PPP Loan — — % (4) 431 1 % 5/3/2022 TruPet PPP Loan — — % (4) 421 0.98 % 4/6/2022 Total debt 10,405 32,611 Less current portion 780 8,016 Total long term debt $ 9,625 $ 24,595 (1) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 2.50% per annum (2) Interest at Bank of Montreal Prime plus 8.05% (3) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 3.25% per annum (4) Converted to common stock upon commencement of the trading of the Company's common stock on the NYSE on June 29, 2021. See "Note 1 - Nature of business and summary of significant accounting policies" for additional information. |
Stockholders' equity (deficit)
Stockholders' equity (deficit) (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Reserved for Future Issuance | The Company has reserved common stock for future issuance as follows: September 30, 2021 December 31, 2020 Conversion of Series F Preferred Stock — 7,251,189 Exercise of options to purchase common stock 2,672,937 1,302,574 Exercise of warrants to purchase common stock 9,433,584 9,916,997 Conversion of notes payable — 1,255,039 Total 12,106,521 19,725,799 |
Warrants (Tables)
Warrants (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Activity of Warrants | The following summarizes the Company's outstanding warrants to purchase shares of the Company's common stock as of and for the periods ended September 30, 2021 and December 31, 2020: Warrants Exercise Price Warrants outstanding as of December 31, 2019 2,830,309 $ 19.38 Issued 8,321,412 $ 4.62 Exercised (322,948) $ 3.48 Terminated/Expired (911,776) $ 18.42 Warrants outstanding as of December 31, 2020 9,916,997 $ 7.32 Issued 548,110 $ 8.70 Exercised (389,881) $ 4.52 Terminated/Expired (641,642) $ 24.64 Warrants outstanding as of September 30, 2021 9,433,584 $ 5.92 The following schedule shows the fair value of the warrant derivative liability as of September 30, 2021 and December 31, 2020, and the change in fair value during the periods ended September 30, 2021 and year ended December 31, 2020 (in thousands): Warrant Derivative Liability Balance as of December 31, 2019 $ 2,220 Change in fair value of warrant derivative liability (2,220) Balance as of December 31, 2020 $ — Change in fair value of warrant derivative liability (1) — Balance as of September 30, 2021 $ — (1) All of the May Acquisition Warrants were expired by January 2021. The following schedule shows the fair value of the warrant liability upon issuance, and the change in fair value during the periods ended September 30, 2021 and December 31, 2020 (in thousands): Warrant liability Issuance of Series F warrants $ 14,952 Change in fair value of warrant liability 24,898 Balance as of December 31, 2020 $ 39,850 Change in fair value of warrant liability (23,463) Reclassification of warrant liability to equity (16,387) Balance as of September 30, 2021 $ — |
Schedule of fair value measurement inputs | The following schedule shows the inputs used to measure the fair value of the warrant liability: Warrant Liability July 1, 2021 December 31, 2020 Stock Price $4.19 $7.62 Exercise Price $4.50 $4.50 Expected remaining term (in years) 5.25 - 5.31 5.75 - 5.81 Volatility 60.0% 67.5% Risk-free interest rate 0.94% 0.5% |
Earnings (loss) per share (Tabl
Earnings (loss) per share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth basic and diluted net income (loss) per share attributable to common stockholders for the three and nine months ended September 30, 2021 and 2020 (in thousands, except share and per share amounts): Nine Months Ended September 30, Three Months Ended September 30, Common stockholders 2021 2020 2021 2020 Basic earnings (loss) per share: Numerator: Net income (loss) $ 8,470 $ (29,551) $ (3,456) $ (1,693) Less: Preferred stock dividends — 103 — 35 Less: Adjustment due to warrant modifications 402 — — — Adjusted net income (loss) available to common stockholders $ 8,068 $ (29,654) $ (3,456) $ (1,728) Denominator: Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, basic 16,799,796 8,134,957 29,466,520 8,160,242 Net earnings (loss) per share attributable to common stockholders, basic $ 0.48 $ (3.65) $ (0.12) $ (0.21) Dilutive earnings (loss) per share: Numerator: Net income (loss) $ 8,470 $ (29,551) $ (3,456) $ (1,693) Less: Preferred stock dividends — 103 — 35 Less: Adjustment due to warrant modifications 402 — — — Adjusted net income (loss) available to common stockholders $ 8,068 $ (29,654) $ (3,456) $ (1,728) Denominator: Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, basic 16,799,796 8,134,957 29,466,520 8,160,242 Dilutive common stock equivalents 6,885,555 — — — Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, diluted 23,685,351 8,134,957 29,466,520 8,160,242 Net earnings (loss) per share attributable to common stockholders, diluted $ 0.34 $ (3.65) $ (0.12) $ (0.21) |
Nature of business and summar_3
Nature of business and summary of significant accounting policies (Details) | Jul. 01, 2021USD ($)$ / sharesshares | Jun. 29, 2021shares | Jun. 28, 2021shares | May 28, 2021 | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Aug. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Reverse stock split ratio | 0.1667 | |||||||||
Stock issued in lieu of fractional shares, reverse stock split (in shares) | shares | 1,081 | |||||||||
Share repurchase program, authorized amount | $ 2,000,000 | |||||||||
Share repurchases (in shares) | shares | 344,775 | |||||||||
Share repurchases | $ 1,274,000 | $ 1,300,000 | ||||||||
Advertising costs | 3,000,000 | $ 1,800,000 | 7,300,000 | $ 4,400,000 | ||||||
Business credit card and credit card clearance operations | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Restricted cash | 100,000 | 100,000 | $ 100,000 | |||||||
Wintrust Credit Facility | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Restricted cash | $ 7,200,000 | $ 7,200,000 | ||||||||
Redeemable Convertible Preferred Stock | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Shares issued upon conversion of notes (in shares) | shares | 4,732,420 | |||||||||
IPO | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Number of shares sold (in shares) | shares | 8,000,000 | |||||||||
Offering price (in dollars per share) | $ / shares | $ 5 | |||||||||
Total net proceeds | $ 36,200,000 | |||||||||
Underwriting discounts and commissions | 2,800,000 | |||||||||
Offering costs | $ 1,000,000 | |||||||||
Shares issued upon conversion of preferred stock (in shares) | shares | 5,764,533 | |||||||||
Maximum | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Reverse stock split ratio | 0.3333 | |||||||||
Minimum | ||||||||||
Subsidiary, Sale of Stock [Line Items] | ||||||||||
Reverse stock split ratio | 0.10 |
Revenue - Additional Informatio
Revenue - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue Concentration [Abstract] | ||||
General and administrative | $ 3,727 | $ 3,545 | $ 11,778 | $ 23,158 |
Shipping costs | ||||
Revenue Concentration [Abstract] | ||||
General and administrative | $ 300 | $ 400 | $ 1,200 | $ 1,100 |
Revenue - Information about Rev
Revenue - Information about Revenue Channels (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 13,200 | $ 11,135 | $ 35,019 | $ 33,302 |
Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of net sales | 100.00% | 100.00% | 100.00% | 100.00% |
E-commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 4,742 | $ 3,510 | $ 11,644 | $ 10,969 |
E-commerce | Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of net sales | 36.00% | 32.00% | 33.00% | 33.00% |
Brick & Mortar | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,816 | $ 1,953 | $ 5,408 | $ 6,725 |
Brick & Mortar | Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of net sales | 14.00% | 17.00% | 16.00% | 20.00% |
DTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 2,363 | $ 2,672 | $ 7,140 | $ 8,198 |
DTC | Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of net sales | 18.00% | 24.00% | 20.00% | 25.00% |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 4,279 | $ 3,000 | $ 10,827 | $ 7,410 |
International | Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Percentage of net sales | 32.00% | 27.00% | 31.00% | 22.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Food, treats and supplements | $ 3,150 | $ 4,987 |
Inventory packaging and supplies | 637 | 596 |
Total Inventories | 3,787 | 5,583 |
Inventory reserve | (363) | (714) |
Inventories, net | $ 3,424 | $ 4,869 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 05, 2020 | Aug. 28, 2019 | Dec. 31, 2020 | Mar. 31, 2021 | Mar. 31, 2020 | Sep. 30, 2021 |
Prepaid Expenses and Other Current Assets [Line Items] | ||||||
Prepaid advertising contract with iHeart | $ 1,788 | $ 2,095 | ||||
Other prepaid expenses and other current assets | 2,286 | 1,631 | ||||
Total Prepaid expenses and other current assets | 4,074 | $ 3,726 | ||||
Stock issued to third parties for services | $ 46 | $ 125 | ||||
Other Noncurrent Assets | IHeartMedia | ||||||
Prepaid Expenses and Other Current Assets [Line Items] | ||||||
Prepaid advertising contract with iHeart | $ 1,200 | |||||
Common Stock | ||||||
Prepaid Expenses and Other Current Assets [Line Items] | ||||||
Stock issued to third parties for services (in shares) | 5,000 | 20,833 | ||||
Common Stock | IHeartMedia | ||||||
Prepaid Expenses and Other Current Assets [Line Items] | ||||||
Stock issued to third parties for services (in shares) | 20,834 | 166,667 | ||||
Stock issued to third parties for services | $ 100 | $ 3,400 | ||||
Common Stock | Other Counterparty | Access to investment platform | ||||||
Prepaid Expenses and Other Current Assets [Line Items] | ||||||
Stock issued to third parties for services (in shares) | 83,334 | |||||
Stock issued to third parties for services | $ 600 | |||||
Common Stock | Other Counterparty | Marketing services | ||||||
Prepaid Expenses and Other Current Assets [Line Items] | ||||||
Stock issued to third parties for services (in shares) | 83,334 | |||||
Stock issued to third parties for services | $ 500 |
Accrued and other liabilities_2
Accrued and other liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accrued Liabilities Current [Abstract] | ||
Accrued professional fees | $ 197 | $ 697 |
Accrued sales tax | 136 | 1,009 |
Accrued payroll and benefits | 939 | 913 |
Accrued trade promotions | 44 | 106 |
Accrued interest | 23 | 86 |
Deferred revenue | 182 | 350 |
Other | 86 | 239 |
Total accrued and other liabilities | $ 1,607 | $ 3,400 |
Intangible assets, royalties,_3
Intangible assets, royalties, and goodwill - Additional information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization expense | $ 400,000 | $ 400,000 | $ 1,200,000 | $ 1,200,000 | |
Goodwill | 18,614,000 | 18,614,000 | $ 18,614,000 | ||
Goodwill, accumulated impairment loss | $ 0 | 0 | |||
Goodwill, impairment expense | $ 0 | ||||
Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives of intangible assets | 9 years 7 months 6 days |
Intangible assets, royalties,_4
Intangible assets, royalties, and goodwill - Intangible assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 14,690 | $ 14,690 |
Accumulated amortization | (2,722) | (1,575) |
Net carrying amount | $ 11,968 | 13,115 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 7 years | |
Gross carrying amount | $ 7,190 | 7,190 |
Accumulated amortization | (1,831) | (1,059) |
Net carrying amount | $ 5,359 | 6,131 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 15 years | |
Gross carrying amount | $ 7,500 | 7,500 |
Accumulated amortization | (891) | (516) |
Net carrying amount | $ 6,609 | $ 6,984 |
Intangible assets, royalties,_5
Intangible assets, royalties, and goodwill - Estimated future amortization of amortizable intangible assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2021 | $ 382 | |
2022 | 1,527 | |
2023 | 1,527 | |
2024 | 1,527 | |
2025 | 1,527 | |
Thereafter | 5,478 | |
Net carrying amount | $ 11,968 | $ 13,115 |
Debt - Components of debt (Deta
Debt - Components of debt (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Dec. 31, 2020 | Jun. 24, 2020 | May 07, 2020 | Apr. 10, 2020 | Nov. 04, 2019 | |
Debt Instruments [Abstract] | ||||||
Long term debt | $ 10,405 | $ 32,611 | ||||
Less current portion | 780 | 8,016 | ||||
Total long term debt | 9,625 | 24,595 | ||||
Term loan, net | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | $ 5,559 | 7,826 | ||||
Basis spread on variable interest rate | 2.50% | |||||
Floor interest rate | 2.50% | |||||
Line of credit, net | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | $ 4,846 | $ 5,023 | ||||
Basis spread on variable interest rate | 2.50% | |||||
Floor interest rate | 2.50% | 3.25% | ||||
Bank of Montreal Prime | Term loan, net | ||||||
Debt Instruments [Abstract] | ||||||
Basis spread on variable interest rate | 8.05% | |||||
LIBOR | Line of credit, net | ||||||
Debt Instruments [Abstract] | ||||||
Basis spread on variable interest rate | 2.50% | |||||
November 2019 notes payable, net (November 2019 Notes) | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | $ 0 | $ 2,830 | ||||
Rate | 10.00% | 10.00% | ||||
December 2019 senior notes payable, net (Senior Seller Notes) | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | 0 | $ 10,332 | ||||
Rate | 10.00% | |||||
December 2019 junior notes payable, net (Junior Seller Notes) | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | 0 | $ 4,973 | ||||
Rate | 10.00% | |||||
ABG Notes | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | 0 | $ 687 | ||||
Rate | 10.00% | |||||
June 2020 notes payable, net (June 2020 Notes) | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | 0 | $ 88 | ||||
Rate | 10.00% | 10.00% | ||||
Halo PPP Loan | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | 0 | $ 431 | ||||
Rate | 1.00% | 1.00% | ||||
TruPet PPP Loan | ||||||
Debt Instruments [Abstract] | ||||||
Long term debt | $ 0 | $ 421 | ||||
Rate | 0.98% | 0.98% |
Debt - Term loan and line of cr
Debt - Term loan and line of credit (Details) | Jan. 06, 2021USD ($) | Sep. 30, 2021USD ($) | Mar. 31, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Jan. 01, 2023USD ($) | Jan. 01, 2022USD ($) | Aug. 13, 2021USD ($) | Aug. 12, 2021USD ($) | Jul. 16, 2020USD ($) |
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 10,405,000 | $ 10,405,000 | $ 32,611,000 | |||||||||
Loss on extinguishment of debt | $ 0 | $ 88,000 | (457,000) | $ 88,000 | ||||||||
Debt issuance costs incurred | $ 140,000 | $ 85,000 | ||||||||||
Line of credit, net | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Loss on extinguishment of debt | $ (400,000) | |||||||||||
Line of credit, net | Old Plank Trail Community Bank, N.A. | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 6,000,000 | |||||||||||
Floor interest rate | 2.50% | 2.50% | ||||||||||
Debt issuance costs incurred | $ 100,000 | |||||||||||
Fixed Charge Coverage Ratio | 1.25 | |||||||||||
Term Loan | Old Plank Trail Community Bank, N.A. | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 6,000,000 | |||||||||||
Line of credit, net | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 4,846,000 | $ 4,846,000 | $ 5,023,000 | |||||||||
Basis spread on variable interest rate | 2.50% | |||||||||||
Floor interest rate | 2.50% | 2.50% | 3.25% | |||||||||
ABL Facility | Line of credit, net | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Maximum borrowing capacity | $ 7,500,000 | |||||||||||
Floor interest rate | 3.25% | 3.25% | ||||||||||
Wintrust Credit Facility | Line of credit, net | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | $ 4,800,000 | $ 4,800,000 | $ 5,000,000 | |||||||||
Maximum borrowing capacity | $ 7,500,000 | $ 6,000,000 | ||||||||||
Restricted cash | $ 7,200,000 | |||||||||||
Debt issuance costs and discounts | 100,000 | 100,000 | 200,000 | |||||||||
Wintrust Credit Facility | Line of credit, net | Forecast | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Restricted cash | $ 6,000,000 | $ 6,900,000 | ||||||||||
Wintrust Credit Facility | Term Loan | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Long term debt | 5,600,000 | 5,600,000 | 7,800,000 | |||||||||
Debt issuance costs and discounts | $ 100,000 | $ 100,000 | $ 200,000 | |||||||||
LIBOR | Line of credit, net | Old Plank Trail Community Bank, N.A. | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 2.50% | |||||||||||
LIBOR | Line of credit, net | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 2.50% | |||||||||||
LIBOR | ABL Facility | Line of credit, net | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Basis spread on variable interest rate | 2.50% |
Debt - Notes payable (Details)
Debt - Notes payable (Details) - USD ($) | Jun. 30, 2021 | Jun. 24, 2020 | Jan. 13, 2020 | Nov. 04, 2019 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 19, 2019 |
Debt Instruments [Abstract] | ||||||||||
Common stock or units, issued (in shares) | 29,241,317 | 8,651,400 | ||||||||
Accretion of debt discount | $ 1,400,000 | |||||||||
Debt outstanding | $ 10,405,000 | $ 32,611,000 | ||||||||
Notes payable, net | 0 | $ 18,910,000 | ||||||||
Licensing arrangement | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Termination fee paid | $ 100,000 | |||||||||
Common stock or units, issued (in shares) | 12,120 | |||||||||
Termination fee payable | $ 100,000 | |||||||||
Common stock purchase warrant issuable | 200,000 | |||||||||
Subordinated convertible notes | Executive Officer | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Notes payable, net | $ 100,000 | |||||||||
Interest expense | $ 100,000 | 100,000 | $ 100,000 | |||||||
Subordinated convertible notes | Director | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Notes payable, net | $ 2,200,000 | |||||||||
November 2019 Notes | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Face amount | $ 2,800,000 | |||||||||
Long-term debt, interest rate | 10.00% | 10.00% | ||||||||
Conversion price (in dollars per share) | $ 22.50 | $ 24 | ||||||||
Default interest rate | 12.00% | |||||||||
Increase in fair value, adjustment to paid in capital | $ 300,000 | |||||||||
Debt outstanding | 0 | $ 2,830,000 | ||||||||
Debt issuance costs and discounts | $ 300,000 | |||||||||
Seller Notes | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Long-term debt, interest rate | 10.00% | |||||||||
Conversion price (in dollars per share) | $ 24 | |||||||||
Increase in fair value, adjustment to paid in capital | 300,000 | |||||||||
Senior Seller Notes | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Face amount | $ 10,000,000 | |||||||||
Long-term debt, interest rate | 10.00% | |||||||||
Debt outstanding | 0 | $ 10,332,000 | ||||||||
Debt issuance costs and discounts | $ 800,000 | |||||||||
Junior Seller Notes | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Face amount | $ 5,000,000 | |||||||||
Long-term debt, interest rate | 10.00% | |||||||||
Debt outstanding | $ 0 | $ 4,973,000 | ||||||||
Debt issuance costs and discounts | $ 500,000 | |||||||||
ABG Notes | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Face amount | $ 600,000 | |||||||||
Long-term debt, interest rate | 10.00% | |||||||||
Conversion price (in dollars per share) | $ 5 | |||||||||
Increase in fair value, adjustment to paid in capital | 100,000 | |||||||||
Debt outstanding | $ 0 | $ 687,000 | ||||||||
Debt issuance costs and discounts | $ 100,000 | |||||||||
June 2020 Notes | ||||||||||
Debt Instruments [Abstract] | ||||||||||
Face amount | $ 1,500,000 | |||||||||
Long-term debt, interest rate | 10.00% | 10.00% | ||||||||
Conversion price (in dollars per share) | $ 4.50 | $ 4.50 | ||||||||
Debt outstanding | $ 0 | $ 88,000 | ||||||||
Debt issuance costs and discounts | $ 1,500,000 |
Debt - PPP loans (Details)
Debt - PPP loans (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | May 07, 2020 | Apr. 10, 2020 | |
Debt Instrument [Line Items] | |||||||
Gain on extinguishment of debt | $ 0 | $ (88,000) | $ 457,000 | $ (88,000) | |||
TruPet PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 400,000 | ||||||
Long-term debt, interest rate | 0.98% | 0.98% | |||||
Gain on extinguishment of debt | 400,000 | ||||||
Halo PPP Loan | |||||||
Debt Instrument [Line Items] | |||||||
Face amount | $ 400,000 | ||||||
Long-term debt, interest rate | 1.00% | 1.00% | |||||
Gain on extinguishment of debt | $ 400,000 |
Debt - Interest Expense (Detail
Debt - Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Debt Disclosure [Abstract] | ||||
Interest expense | $ 100 | $ 2,500 | $ 3,100 | $ 7,300 |
PIK interest | $ 500 | $ 1,110 | $ 1,465 |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase obligations | $ 0 | $ 0 |
Convertible preferred stock (De
Convertible preferred stock (Details) - USD ($) $ / shares in Units, $ in Thousands | Oct. 23, 2020 | Oct. 12, 2020 | Oct. 01, 2020 | Oct. 31, 2020 | Sep. 30, 2021 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 |
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Stated value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |||||||||||
Term of warrants | 24 months | 24 months | |||||||||||
Warrants, exercise price (in dollars per share) | $ 3.90 | $ 4.50 | $ 9.72 | $ 30 | $ 30 | ||||||||
Preferred stock, authorized (in shares) | 30,000 | 30,000 | |||||||||||
Stock issued during period | $ 36,160 | $ 4,072 | $ 500 | ||||||||||
Series F Unit | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Stock issued during period (in shares) | 14,264 | ||||||||||||
Series F Unit | Cavalry | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Stock issued during period (in shares) | 3,500 | ||||||||||||
Series F Convertible Preferred Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Preferred stock, authorized (in shares) | 30,000 | ||||||||||||
Stock issued during period (in shares) | 100 | ||||||||||||
Series F Convertible Preferred Stock | Accumulated Deficit | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Stock issued during period | $ 5,400 | ||||||||||||
Series F private placement | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Common stock, par value (in dollars per share) | $ 0.001 | ||||||||||||
Value per share (in dollars per share) | $ 3 | ||||||||||||
Number of warrants included in each unit (in shares) | 1 | ||||||||||||
Term of warrants | 6 years | ||||||||||||
Warrants, exercise price (in dollars per share) | $ 4.50 | ||||||||||||
Gross cash proceeds | $ 18,200 | ||||||||||||
Series F private placement | Officers and directors | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Gross cash proceeds | $ 6,500 | ||||||||||||
Series F private placement | Series F Unit | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Purchase price (in dollars per share) | $ 1,000 | ||||||||||||
Stock issued during period (in shares) | 2,832 | 1,106 | |||||||||||
Series F private placement | Series F Convertible Preferred Stock | |||||||||||||
Subsidiary, Sale of Stock [Line Items] | |||||||||||||
Number of shares of stock included in each unit (in shares) | 1 | ||||||||||||
Stated value (in dollars per share) | $ 0.001 |
Stockholders' equity (deficit_2
Stockholders' equity (deficit) - Equity transactions (Details) - USD ($) $ / shares in Units, $ in Millions | Jan. 22, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | |
PIPE transaction | |||
Class of Stock [Line Items] | |||
Gross consideration | $ 4.1 | ||
Purchase price (in dollars per share) | $ 7.50 | ||
Number of shares of stock included in each unit (in shares) | 1 | ||
Common stock, par value (in dollars per share) | $ 0.001 | ||
Number of warrants included in each unit (in shares) | 1 | ||
Number of shares issuable per warrant (in shares) | 1 | ||
PIPE transaction | Officers and directors | |||
Class of Stock [Line Items] | |||
Proceeds from shares and warrants issued pursuant to private placement, net | $ 1.6 |
Stockholders' equity (deficit_3
Stockholders' equity (deficit) - Common stock reserved for future issuance (Details) - shares | Sep. 30, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Conversion of Series F Preferred Stock (in shares) | 0 | 7,251,189 |
Exercise of options to purchase common stock (in shares) | 2,672,937 | 1,302,574 |
Exercise of warrants to purchase common stock (in shares) | 9,433,584 | 9,916,997 |
Conversion of notes payable (in shares) | 0 | 1,255,039 |
Total (in shares) | 12,106,521 | 19,725,799 |
Warrants - Outstanding (Details
Warrants - Outstanding (Details) - USD ($) $ / shares in Units, $ in Millions | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Warrants | |||||||||
Warrants outstanding (in shares) | 9,916,997 | 2,830,309 | |||||||
Issued (in shares) | 167,206 | 156,250 | 1,834 | 95,043 | 331,771 | 548,110 | 8,321,412 | ||
Exercised (in shares) | (281,282) | (389,881) | (322,948) | ||||||
Terminated/Expired (in shares) | (418,721) | (641,642) | (911,776) | ||||||
Warrants outstanding (in shares) | 9,916,997 | 9,916,997 | 9,433,584 | 9,916,997 | |||||
Exercise Price | |||||||||
Warrants outstanding (in dollars per share) | $ 7.32 | $ 19.38 | |||||||
Issued (in dollars per share) | 8.70 | 4.62 | |||||||
Warrants exercised (in dollars per share) | 4.52 | 3.48 | |||||||
Terminated/Expired (in dollars per share) | 24.64 | 18.42 | |||||||
Warrants outstanding (in dollars per share) | $ 7.32 | $ 7.32 | $ 5.92 | $ 7.32 | |||||
Warrants outstanding, intrinsic value | $ 23.8 | $ 23.8 | $ 0 | $ 23.8 |
Warrants - Warrant derivative l
Warrants - Warrant derivative liability (Details) - $ / shares | Jun. 24, 2020 | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | May 31, 2019 | Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||||||||
Warrants acquired (in shares) | 118,804 | ||||||||||
Warrants acquired (in dollars per share) | $ 23.40 | ||||||||||
Issued (in shares) | 167,206 | 156,250 | 1,834 | 95,043 | 331,771 | 548,110 | 8,321,412 | ||||
Warrants, exercise price (in dollars per share) | $ 9.72 | $ 30 | $ 30 | $ 3.90 | $ 4.50 | ||||||
Warrants, modified exercise price (in dollars per share) | $ 25.50 | $ 9.72 | $ 3.90 | $ 4.50 | |||||||
Warrants exercised (in shares) | 281,282 | 389,881 | 322,948 | ||||||||
Warrants expired (in shares) | 418,721 | 641,642 | 911,776 |
Warrants - Change in warrant de
Warrants - Change in warrant derivative liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Warrant Derivative Liability [Roll Forward] | ||
Balance, beginning of period | $ 0 | $ 2,220 |
Change in fair value of warrant derivative liability | 0 | (2,220) |
Balance, end of period | $ 0 | $ 0 |
Warrants - Series F warrant lia
Warrants - Series F warrant liability (Details) - USD ($) $ / shares in Units, $ in Thousands | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 | Oct. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Class of Warrant or Right [Line Items] | |||||||||||
Issued (in shares) | 167,206 | 156,250 | 1,834 | 95,043 | 331,771 | 548,110 | 8,321,412 | ||||
Warrants, exercise price (in dollars per share) | $ 9.72 | $ 30 | $ 30 | $ 3.90 | $ 4.50 | $ 3.90 | |||||
Term of warrants | 24 months | 24 months | |||||||||
Warrants exercised (in shares) | 281,282 | 389,881 | 322,948 | ||||||||
Cash received for warrant exercises | $ 1,685 | $ 0 | |||||||||
Series F Convertible Preferred Stock | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Adjustment to additional paid-in capital for discount on preferred stock | $ 14,600 | ||||||||||
Series F Warrants | |||||||||||
Class of Warrant or Right [Line Items] | |||||||||||
Issued (in shares) | 7,233,855 | ||||||||||
Warrants, exercise price (in dollars per share) | $ 4.50 | ||||||||||
Term of warrants | 72 months | ||||||||||
Warrants exercised (in shares) | 83,334 | ||||||||||
Cash received for warrant exercises | $ 400 |
Warrants - Change in warrant li
Warrants - Change in warrant liability (Details) - USD ($) $ in Thousands | Jun. 24, 2020 | Oct. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Warrant Derivative Liability [Roll Forward] | |||||||
Balance | $ 39,850 | ||||||
Change in fair value of warrant liabilities | $ 100 | $ (590) | $ (4,213) | (23,463) | $ (2,118) | ||
Reclassification of warrant liability to equity | (16,387) | ||||||
Balance | $ 0 | 0 | $ 39,850 | ||||
Series F Warrants | |||||||
Warrant Derivative Liability [Roll Forward] | |||||||
Issuance of Series F warrants | $ 14,952 | ||||||
Change in fair value of warrant liabilities | $ (23,463) | $ 24,898 |
Warrants - Fair value measureme
Warrants - Fair value measurements and valuation techniques (Details) - Warrant | Sep. 30, 2021$ / shares | Dec. 31, 2020$ / shares |
Stock price | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 4.19 | 7.62 |
Exercise price | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 4.50 | 4.50 |
Expected remaining term | Minimum | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 5.25 | 5.75 |
Expected remaining term | Maximum | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 5.31 | 5.81 |
Volatility | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 0.600 | 0.675 |
Risk-free interest rate | ||
Fair Value Measurement Inputs and Valuation Techniques [Abstract] | ||
Warrants, measurement input | 0.0094 | 0.005 |
Warrants - Equity-classified wa
Warrants - Equity-classified warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | Jan. 22, 2021 | Jul. 20, 2020 | Jun. 24, 2020 | Mar. 17, 2020 | Dec. 19, 2019 | Nov. 04, 2019 | May 06, 2019 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 01, 2021 | Jan. 13, 2020 |
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Issued (in shares) | 167,206 | 156,250 | 1,834 | 95,043 | 331,771 | 548,110 | 8,321,412 | |||||||||||
Warrants exercised (in dollars per share) | $ 4.52 | $ 3.48 | ||||||||||||||||
Term of warrants | 24 months | 24 months | ||||||||||||||||
Warrants, modified exercise price (in dollars per share) | $ 25.50 | $ 9.72 | $ 3.90 | $ 4.50 | ||||||||||||||
Warrants exercised (in shares) | 281,282 | 389,881 | 322,948 | |||||||||||||||
Cash received for warrant exercises | $ 1,685 | $ 0 | ||||||||||||||||
Change in fair value of warrant liabilities | $ 100 | $ (590) | $ (4,213) | $ (23,463) | $ (2,118) | |||||||||||||
Warrants, exercise price (in dollars per share) | $ 9.72 | $ 30 | $ 30 | $ 3.90 | $ 4.50 | $ 3.90 | $ 3.90 | |||||||||||
Shareholder Guaranties | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Fair value of warrants issued | $ 4,200 | |||||||||||||||||
Exercise Price $5.00 | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Warrants, exercise price (in dollars per share) | $ 30 | |||||||||||||||||
Guarantor Warrants | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Issued (in shares) | 1,083,334 | |||||||||||||||||
Term of warrants | 24 months | |||||||||||||||||
Warrants, exercise price (in dollars per share) | $ 10.92 | |||||||||||||||||
ABG Warrants | Licensing arrangement | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Term of warrants | 24 months | |||||||||||||||||
Warrants, exercise price (in dollars per share) | $ 30 | |||||||||||||||||
June 2020 Warrants | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Issued (in shares) | 166,667 | |||||||||||||||||
Term of warrants | 84 months | |||||||||||||||||
Warrants, exercise price (in dollars per share) | $ 7.50 | |||||||||||||||||
July 2020 Guarantor Warrants | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Issued (in shares) | 50,000 | |||||||||||||||||
Term of warrants | 84 months | |||||||||||||||||
Warrants, exercise price (in dollars per share) | $ 6.30 | |||||||||||||||||
Broker | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Issued (in shares) | 36,757 | |||||||||||||||||
Warrants exercised (in dollars per share) | $ 18 | |||||||||||||||||
PIPE Transaction | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Issued (in shares) | 957,499 | |||||||||||||||||
Warrants exercised (in dollars per share) | $ 25.50 | |||||||||||||||||
Term of warrants | 24 months | |||||||||||||||||
Warrants, modified exercise price (in dollars per share) | $ 7.50 | |||||||||||||||||
Warrants exercised (in shares) | 174,602 | |||||||||||||||||
Cash received for warrant exercises | $ 1,300 | |||||||||||||||||
Change in fair value of warrant liabilities | $ 200 | |||||||||||||||||
January 2021 PIPE | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Issued (in shares) | 548,067 | |||||||||||||||||
Warrants exercised (in dollars per share) | $ 8.70 | |||||||||||||||||
Term of warrants | 6 years | |||||||||||||||||
Warrants, modified exercise price (in dollars per share) | $ 7.50 | |||||||||||||||||
Change in fair value of warrant liabilities | $ 200 | |||||||||||||||||
IPO | ||||||||||||||||||
Class of Warrant or Right [Line Items] | ||||||||||||||||||
Purchase price (in dollars per share) | $ 5 |
Warrants - Warrants issued as c
Warrants - Warrants issued as compensation (Details) $ / shares in Units, $ in Thousands | Nov. 30, 2020USD ($)$ / sharesshares | Jul. 20, 2020USD ($)director$ / sharesshares | Jun. 24, 2020director$ / sharesshares | Mar. 17, 2020$ / sharesshares | Dec. 19, 2019$ / sharesshares | Nov. 04, 2019$ / sharesshares | Sep. 17, 2019$ / sharesshares | Sep. 30, 2020$ / sharesshares | Jun. 30, 2020$ / sharesshares | Sep. 30, 2021USD ($) | Mar. 31, 2021shares | Dec. 31, 2020shares | Sep. 30, 2020USD ($)$ / shares | Sep. 30, 2021USD ($)$ / sharesshares | Sep. 30, 2020USD ($)$ / shares | Dec. 31, 2020USD ($)$ / sharesshares | Jun. 01, 2020shares |
Class of Warrant or Right [Line Items] | |||||||||||||||||
Issued (in shares) | 167,206 | 156,250 | 1,834 | 95,043 | 331,771 | 548,110 | 8,321,412 | ||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 4.52 | $ 3.48 | |||||||||||||||
Warrants exercised (in shares) | 281,282 | 389,881 | 322,948 | ||||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 9.72 | $ 30 | $ 30 | $ 3.90 | $ 4.50 | $ 3.90 | $ 3.90 | ||||||||||
Term of warrants | 24 months | 24 months | |||||||||||||||
Share-based compensation | $ | $ 660 | $ 1,543 | $ 3,517 | $ 7,047 | |||||||||||||
Compensation Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Issued (in shares) | 66,667 | 33,334 | 166,667 | ||||||||||||||
Shares issuable upon exercise of warrants (in shares) | 173,611 | ||||||||||||||||
Warrants exercised (in shares) | 131,945 | ||||||||||||||||
Issuance of stock for exercise of warrants (in shares) | 122,782 | ||||||||||||||||
Warrants, exercise price (in dollars per share) | $ / shares | $ 6 | $ 6.30 | $ 7.50 | ||||||||||||||
Number of individuals received warrants | director | 2 | 2 | |||||||||||||||
Term of warrants | 72 months | 84 months | 84 months | ||||||||||||||
Share-based compensation | $ | $ 1,000 | ||||||||||||||||
General and administrative expense | Compensation Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Total cost of contract termination | $ | $ 5,700 | ||||||||||||||||
General and administrative expense for warrants issued for services | $ | $ 100 | ||||||||||||||||
Warrant Exercise Period One | Compensation Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Period from issuance date after which warrants become exercisable | 12 months | ||||||||||||||||
Warrant Exercise Period One | Advisor | Exercise Price $0.10 | Compensation Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Issued (in shares) | 416,667 | ||||||||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 0.60 | ||||||||||||||||
Warrants exercisable (in shares) | 208,334 | ||||||||||||||||
Warrant Exercise Period One | Advisor | Exercise Price $10.00 | Compensation Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Issued (in shares) | 250,000 | ||||||||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 60 | ||||||||||||||||
Warrant Exercise Period Two | Compensation Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Period from issuance date after which warrants become exercisable | 18 months | ||||||||||||||||
Warrant Exercise Period Two | Advisor | Exercise Price $0.10 | Compensation Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 0.60 | ||||||||||||||||
Warrants exercisable (in shares) | 208,334 | ||||||||||||||||
Warrant Exercise Period Two | Advisor | Exercise Price $10.00 | Compensation Warrants | |||||||||||||||||
Class of Warrant or Right [Line Items] | |||||||||||||||||
Warrants exercised (in dollars per share) | $ / shares | $ 60 | ||||||||||||||||
Warrants exercisable (in shares) | 250,000 |
Share-based compensation (Detai
Share-based compensation (Details) $ in Thousands | Nov. 11, 2019shares | Mar. 31, 2020USD ($)directorshares | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)shares | Sep. 30, 2020USD ($)shares | Nov. 10, 2019shares |
Stock Awards [Abstract] | |||||||
Share-based compensation | $ | $ 660 | $ 1,543 | $ 3,517 | $ 7,047 | |||
Number of non-employee directors | director | 3 | ||||||
Restricted Stock | |||||||
Stock Awards [Abstract] | |||||||
Share-based compensation | $ | $ 500 | ||||||
Restricted Stock | Director | |||||||
Stock Awards [Abstract] | |||||||
Awards granted (in shares) | 75,000 | ||||||
Restricted Stock | Officer | |||||||
Stock Awards [Abstract] | |||||||
Awards granted (in shares) | 993 | ||||||
2019 Plan | |||||||
Stock Awards [Abstract] | |||||||
Awards available for issuance (in shares) | 1,083,334 | ||||||
Amended 2019 Plan | |||||||
Stock Awards [Abstract] | |||||||
Awards available for issuance (in shares) | 1,500,000 | 2,700,000 | 2,700,000 | ||||
Annual percentage increase in awards authorized | 10.00% | ||||||
Amended 2019 Plan | Stock options | |||||||
Stock Awards [Abstract] | |||||||
Options granted (in shares) | 1,429,408 | 50,002 | |||||
Amended 2019 Plan | Stock options | Minimum | |||||||
Stock Awards [Abstract] | |||||||
Vesting period | 2 years | ||||||
Amended 2019 Plan | Stock options | Maximum | |||||||
Stock Awards [Abstract] | |||||||
Vesting period | 3 years |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 0 | $ 0 |
Effective tax rate | 0.00% | 0.00% | 0.00% | 0.00% |
Concentrations (Details)
Concentrations (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Inventory purchases | Supplier concentration risk | Two vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 76.00% | ||
Inventory purchases | Supplier concentration risk | Three vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 78.00% | ||
Accounts receivable | Customer concentration risk | Three customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 86.00% | ||
Accounts receivable | Customer concentration risk | Two customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 72.00% | ||
Gross sales | Customer concentration risk | Three customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 54.00% | ||
Gross sales | Customer concentration risk | Two customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 35.00% |
Earnings (loss) per share (Deta
Earnings (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Antidilutive shares (in shares) | 5,397,048 | |||
Numerator: | ||||
Net income (loss) | $ (3,456) | $ (1,693) | $ 8,470 | $ (29,551) |
Less: Preferred stock dividends | 0 | 35 | 0 | 103 |
Less: Adjustment due to warrant modifications | 0 | 0 | 402 | 0 |
Adjusted net income (loss) available to common stockholders | $ (3,456) | $ (1,728) | $ 8,068 | $ (29,654) |
Denominator: | ||||
Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, basic (in shares) | 29,466,520 | 8,160,242 | 16,799,796 | 8,134,957 |
Net earnings (loss) per share attributable to common stockholders, basic (in dollars per share) | $ (0.12) | $ (0.21) | $ 0.48 | $ (3.65) |
Numerator: | ||||
Net income (loss) | $ (3,456) | $ (1,693) | $ 8,470 | $ (29,551) |
Less: Preferred stock dividends | 0 | 35 | 0 | 103 |
Less: Adjustment due to warrant modifications | 0 | 0 | 402 | 0 |
Adjusted net income (loss) available to common stockholders | $ (3,456) | $ (1,728) | $ 8,068 | $ (29,654) |
Denominator: | ||||
Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, basic (in shares) | 29,466,520 | 8,160,242 | 16,799,796 | 8,134,957 |
Dilutive common stock equivalents (in shares) | 0 | 0 | 6,885,555 | 0 |
Weighted average shares used in computing net earnings (loss) per share attributable to common stockholders, diluted (in shares) | 29,466,520 | 8,160,242 | 23,685,351 | 8,134,957 |
Net earnings (loss) per share attributable to common stockholders, diluted (in shares) | $ (0.12) | $ (0.21) | $ 0.34 | $ (3.65) |