Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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, $0.001 par value share | |
Trading Symbol | BTTR | |
Security Exchange Name | NYSEAMER | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 29,364,712 | |
Entity Central Index Key | 0001471727 | |
Current Fiscal Year End Date | --12-31 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 16,515,000 | $ 10,989,000 | $ 33,529,000 | $ 21,819,000 |
Cost of goods sold | 11,788,000 | 7,088,000 | 24,095,000 | 13,644,000 |
Gross profit | 4,727,000 | 3,901,000 | 9,434,000 | 8,175,000 |
Operating expenses: | ||||
Selling, general and administrative | 8,187,000 | 6,766,000 | 15,764,000 | 13,653,000 |
Share-based compensation | 801,000 | 332,000 | 1,892,000 | 2,857,000 |
Total operating expenses | 8,988,000 | 7,098,000 | 17,656,000 | 16,510,000 |
Loss from operations | (4,261,000) | (3,197,000) | (8,222,000) | (8,335,000) |
Other (expense) income: | ||||
Interest expense, net | (106,000) | (2,234,000) | (182,000) | (3,069,000) |
Gain on extinguishment of debt, net | 0 | 851,000 | 0 | 457,000 |
Change in fair value of warrant liabilities | 0 | 29,356,000 | 0 | 22,873,000 |
Total other (expense) income, net | (106,000) | 27,973,000 | (182,000) | 20,261,000 |
Net (loss) income before income taxes | (4,367,000) | 24,776,000 | (8,404,000) | 11,926,000 |
Income tax expense | 0 | 0 | 3,000 | 0 |
Net (loss) income available to common stockholders | $ (4,367,000) | $ 24,776,000 | $ (8,407,000) | $ 11,926,000 |
Weighted average number of shares outstanding, basic (in shares) | 29,364,712 | 11,126,909 | 29,327,316 | 10,361,462 |
Weighted average number of shares outstanding, diluted (in shares) | 29,364,712 | 21,389,413 | 29,327,316 | 20,498,829 |
Net (loss) income per share available to common stockholders, basic (in dollars per share) | $ (0.15) | $ 2.23 | $ (0.29) | $ 1.11 |
Net (loss) income per share available to common stockholders, diluted (in dollars per share) | $ (0.15) | $ 1.19 | $ (0.29) | $ 0.56 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Assets | ||
Cash and cash equivalents | $ 10,860 | $ 21,729 |
Restricted cash | 6,963 | 7,213 |
Accounts receivable, net | 8,691 | 6,792 |
Inventories, net | 10,489 | 5,245 |
Prepaid expenses and other current assets | 2,948 | 2,940 |
Total Current Assets | 39,951 | 43,919 |
Fixed assets, net | 480 | 369 |
Right-of-use assets, operating lease | 31 | 56 |
Intangible assets, net | 10,823 | 11,586 |
Goodwill | 18,614 | 18,614 |
Other assets | 101 | 116 |
Total Assets | 70,000 | 74,660 |
Current Liabilities | ||
Accounts payable | 4,004 | 4,553 |
Accrued and other liabilities | 2,215 | 1,879 |
Term loan, net | 1,130 | 855 |
Operating lease liability | 33 | 54 |
Total Current Liabilities | 7,382 | 7,341 |
Non-current Liabilities | ||
Term loan, net | 3,866 | 4,559 |
Line of credit, net | 7,368 | 4,856 |
Deferred tax liability | 24 | 24 |
Operating lease liability | 0 | 5 |
Total Non-current Liabilities | 11,258 | 9,444 |
Total Liabilities | 18,640 | 16,785 |
Stockholders’ Equity | ||
Common Stock, $0.001 par value, 200,000,000 shares authorized, 29,364,712 and 29,146,367 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 29 | 29 |
Series F Preferred Stock, $0.001 par value, 30,000 shares authorized, 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively | 0 | 0 |
Additional paid-in capital | 318,994 | 317,102 |
Accumulated deficit | (267,663) | (259,256) |
Total Stockholders’ Equity | 51,360 | 57,875 |
Total Liabilities and Stockholders’ Equity | $ 70,000 | $ 74,660 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
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) | 29,364,712 | 29,146,367 |
Common stock, outstanding (in shares) | 29,364,712 | 29,146,367 |
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 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock | Series F Convertible Preferred Stock Series F Convertible Preferred Stock | Additional Paid-In Capital | Accumulated Deficit |
Beginning balance (in shares) at Dec. 31, 2020 | 8,651,400 | 21,754 | |||
Beginning balance at Dec. 31, 2020 | $ (28,102) | $ 9 | $ 0 | $ 232,530 | $ (260,641) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Shares and warrants issued pursuant to private placement (in shares) | 546,733 | ||||
Shares and warrants issued pursuant to private placement | 4,072 | $ 1 | 4,071 | ||
Share-based compensation (in shares) | 17,537 | ||||
Share-based compensation | 2,544 | 2,544 | |||
Warrant exercises (in shares) | 297,383 | ||||
Warrant exercises | 1,310 | 1,310 | |||
Shares issued to third-party for services (in shares) | 5,000 | ||||
Shares issued to third-party for services | 46 | 46 | |||
Warrant modifications | 0 | 402 | (402) | ||
Conversion of Series F shares to common stock (in shares) | 1,482,672 | (4,448) | |||
Conversion of Series F shares to common stock | 0 | $ 1 | (1) | ||
Net (loss) income available to common stockholders | (12,850) | (12,850) | |||
Ending balance (in shares) at Mar. 31, 2021 | 11,000,725 | 17,306 | |||
Ending balance at Mar. 31, 2021 | (32,980) | $ 11 | $ 0 | 240,902 | (273,893) |
Beginning balance (in shares) at Dec. 31, 2020 | 8,651,400 | 21,754 | |||
Beginning balance at Dec. 31, 2020 | (28,102) | $ 9 | $ 0 | 232,530 | (260,641) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income available to common stockholders | 11,926 | ||||
Ending balance (in shares) at Jun. 30, 2021 | 15,821,559 | 17,294 | |||
Ending balance at Jun. 30, 2021 | 14,260 | $ 16 | $ 0 | 263,361 | (249,117) |
Beginning balance (in shares) at Mar. 31, 2021 | 11,000,725 | 17,306 | |||
Beginning balance at Mar. 31, 2021 | (32,980) | $ 11 | $ 0 | 240,902 | (273,893) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 313 | 313 | |||
Warrant exercises (in shares) | 83,333 | ||||
Warrant exercises | 375 | 375 | |||
Conversion of Series F shares to common stock (in shares) | 4,000 | (12) | |||
Conversion of convertible notes to common stock (in shares) | 4,732,420 | ||||
Conversion of convertible notes to common stock | 21,776 | $ 5 | 21,771 | ||
Shares issued in lieu of fractional shares due to reverse stock split (in shares) | 1,081 | ||||
Net (loss) income available to common stockholders | 24,776 | 24,776 | |||
Ending balance (in shares) at Jun. 30, 2021 | 15,821,559 | 17,294 | |||
Ending balance at Jun. 30, 2021 | 14,260 | $ 16 | $ 0 | 263,361 | (249,117) |
Beginning balance (in shares) at Dec. 31, 2021 | 29,146,367 | ||||
Beginning balance at Dec. 31, 2021 | 57,875 | $ 29 | 317,102 | (259,256) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation (in shares) | 218,345 | ||||
Share-based compensation | 1,091 | 1,091 | |||
Net (loss) income available to common stockholders | (4,040) | (4,040) | |||
Ending balance (in shares) at Mar. 31, 2022 | 29,364,712 | ||||
Ending balance at Mar. 31, 2022 | 54,926 | $ 29 | 318,193 | (263,296) | |
Beginning balance (in shares) at Dec. 31, 2021 | 29,146,367 | ||||
Beginning balance at Dec. 31, 2021 | 57,875 | $ 29 | 317,102 | (259,256) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income available to common stockholders | (8,407) | ||||
Ending balance (in shares) at Jun. 30, 2022 | 29,364,712 | ||||
Ending balance at Jun. 30, 2022 | 51,360 | $ 29 | 318,994 | (267,663) | |
Beginning balance (in shares) at Mar. 31, 2022 | 29,364,712 | ||||
Beginning balance at Mar. 31, 2022 | 54,926 | $ 29 | 318,193 | (263,296) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation | 801 | 801 | |||
Net (loss) income available to common stockholders | (4,367) | (4,367) | |||
Ending balance (in shares) at Jun. 30, 2022 | 29,364,712 | ||||
Ending balance at Jun. 30, 2022 | $ 51,360 | $ 29 | $ 318,994 | $ (267,663) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash Flow from Operating Activities: | ||
Net (loss) income available to common stockholders | $ (8,407) | $ 11,926 |
Adjustments to reconcile net (loss) income to net cash used in operating activities: | ||
Shares and warrants issued to third parties for services | 0 | 46 |
Depreciation and amortization | 839 | 824 |
Amortization of debt issuance costs and discounts | 26 | 1,777 |
Share-based compensation | 1,892 | 2,857 |
Change in fair value of warrant liabilities | 0 | (22,873) |
Payable-in-kind interest expense on notes payable | 0 | 1,110 |
Other | 255 | (930) |
Changes in operating assets and liabilities: | ||
Accounts receivable, net | (1,905) | (558) |
Inventories, net | (5,489) | (332) |
Prepaid expenses and other assets | 6 | 1,256 |
Accounts payable and accrued liabilities | (227) | 328 |
Other | 12 | (93) |
Cash Used in Operating Activities | (12,998) | (4,662) |
Cash Flow from Investing Activities: | ||
Acquisition of property and equipment | (189) | (54) |
Cash Used in Investing Activities | (189) | (54) |
Cash Flow from Financing Activities: | ||
Proceeds from shares and warrants issued pursuant to private placement, net | 0 | 4,012 |
Proceeds from revolving lines of credit | 5,000 | 5,155 |
Payments on revolving lines of credit | (2,500) | (5,214) |
Proceeds from term loan | 0 | 6,000 |
Payments on term loans | (425) | (8,229) |
Cash received for warrant exercises | 0 | 1,685 |
IPO proceeds, net | 0 | (19) |
Debt issuance costs | (7) | (116) |
Cash Provided by Financing Activities | 2,068 | 3,274 |
Net decrease in cash and cash equivalents and restricted cash | (11,119) | (1,442) |
Total cash and cash equivalents and restricted cash, beginning of period | 28,942 | 3,989 |
Total cash and cash equivalents and restricted cash, end of period | 17,823 | 2,547 |
Cash paid during the period for: | ||
Interest | $ 156 | $ 221 |
Nature of business and summary
Nature of business and summary of significant accounting policies | 6 Months Ended |
Jun. 30, 2022 | |
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 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 has a broad portfolio of pet health and wellness products for dogs and cats sold under its Halo brand across multiple forms, including foods, treats, toppers, dental products, chews and supplements. The products consist of kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products and supplements. 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"). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. Results of operations for interim periods may not be representative of results to be expected for the full year. 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, 2021, filed with the SEC. Consolidation The condensed financial statements are presented on a consolidated basis 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 the 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 June 30, 2022 and 2021, the financial position as of June 30, 2022 and December 31, 2021 and the cash flows for the periods ended June 30, 2022 and 2021. Going Concern Considerations The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. The Company has continually incurred losses, has an accumulated deficit and is currently subject to certain financial covenants, which requires maintaining a minimum liquidity (as defined in the Wintrust Credit Facility, defined below) of no less than (i) $13.0 million as of the last day of each fiscal quarter ending March 31, 2022, through and including the last day of the fiscal quarter ending December 31, 2022 and (ii) $12.0 million as of the last day of the fiscal quarter ending March 31, 2023, and as of the last day of each fiscal quarter thereafter. Our continued operating losses along with this financial covenant create substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these interim condensed consolidated financial statements are issued. The Company does not currently expect it will be able to generate sufficient cash flow from operations to maintain sufficient liquidity to meet the required financial covenant in certain periods prior to maturity giving the lender the right to call the debt. The Company will need to either raise additional capital or obtain additional financing, and/or secure future waivers or amendments from its lenders, or accomplish some combination of these items to maintain sufficient liquidity. There can be no assurance that the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, renewing or refinancing its existing debt or securing new financing. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owed to its lenders or sell certain assets. The Company is continuing to implement plans to achieve operating profitability, as well as implementing other strategic objectives to address the liquidity. The accompanying interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the interim condensed consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount of and classification of liabilities that may result should the Company be unable to continue as a going concern. 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. Advertising The Company charges advertising costs to expense as incurred and such charges are included in selling, general and administrative ("SG&A") expenses. 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 advertising expenses. Advertising costs were $2.9 million and $5.2 million for the three and six months ended June 30, 2022 and $2.1 million and $4.1 million for the three and six months ended June 30, 2021, respectively. Share repurchases On May 10, 2022, the Company's board of directors approved a share repurchase program that authorizes the repurchase of up to $3.0 million of the Company's outstanding common stock in the open market through December 31, 2022. Repurchased shares are immediately retired and returned to unissued status. During the six months ended June 30, 2022 no shares were repurchased. New accounting standards Issued but not yet adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In June 2016, the FASB issued ASU 2016-13, 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, including subsequent updates, will have on its consolidated financial statements and related disclosures, but does not expect the guidance to have a significant impact on the financial statements. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2022 | |
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. Revenue channels The Company groups its revenue channels into four categories: E-commerce, which includes the sale of product to online retailers such as Amazon and Chewy; Brick & Mortar, which primarily includes the sale of product to Pet Specialty retailers such as Petco, Pet Supplies Plus and neighborhood pet stores, as well as to select grocery chains; DTC, which includes the sale of product through the Company's website; 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): Three Months Ended Six Months Ended 2022 2021 2022 2021 E-commerce (1) $ 3,681 22 % $ 2,892 26 % $ 7,505 22 % $ 6,902 32 % Brick & Mortar (2) 3,956 24 % 1,698 16 % 8,290 25 % 3,592 16 % DTC 1,762 11 % 2,341 21 % 3,695 11 % 4,777 22 % International (3) 7,116 43 % 4,058 37 % 14,039 42 % 6,548 30 % Net Sales $ 16,515 100 % $ 10,989 100 % $ 33,529 100 % $ 21,819 100 % (1) The Company's E-commerce channel includes two customers that amounted to greater than 10% of the Company's total net sales during the three and six months ended June 30, 2022. These customers had an aggregate of $3.6 million and $7.3 million of net sales during the three and six months ended June 30, 2022, respectively. Two customers amounted to greater than 10% of the Company's total net sales during the three and six months ended June 30, 2021, respectively. These customers had an aggregate of $2.6 million and $6.4 million of net sales during the three and six months ended June 30, 2021, respectively. (2) The Company's Brick & Mortar channel includes $2.2 million and $4.0 million of net sales from one customer that amounted to greater than 10% of the Company's total net sales during the three and six months ended June 30, 2022, respectively. None of the Company's Brick & Mortar customers represented greater than 10% of net sales during the three and six months ended June 30, 2021. (3) One of the Company's International customers in China amounted to greater than 10% of the Company's total net sales during the three and six months ended June 30, 2022 and represented $5.5 million and $11.3 million of net sales, respectively. One of the Company's International customers in China represented greater than 10% of net sales during the three and six months ended June 30, 2021 and represented $2.7 million and $3.8 million of net sales, respectively. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are summarized as follows (in thousands): June 30, 2022 December 31, 2021 Food, treats and supplements $ 10,166 $ 4,666 Inventory packaging and supplies 1,017 1,028 Total Inventories 11,183 5,694 Inventory reserve (694) (449) Inventories, net $ 10,489 $ 5,245 |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 December 31, 2021 Prepaid advertising contract with iHeart (1) $ 2,095 $ 2,095 Other prepaid expenses and other current assets (2) 853 845 Total Prepaid expenses and other current assets $ 2,948 $ 2,940 (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. (2) As of June 30, 2022 and December 31, 2021, this amount includes various other prepaid contracts. |
Accrued and other liabilities
Accrued and other liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and other liabilities | Accrued and other liabilities Accrued and other liabilities consist of the following (in thousands): June 30, 2022 December 31, 2021 Accrued taxes $ 78 $ 139 Accrued payroll and benefits 1,164 755 Accrued interest 34 25 Deferred revenue 249 225 Inventory received not billed 370 — Other 320 735 Total accrued and other liabilities $ 2,215 $ 1,879 |
Goodwill and intangible assets
Goodwill and intangible assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and intangible assets | Goodwill and intangible assets Goodwill Goodwill was $18.6 million as of June 30, 2022 and December 31, 2021, respectively. The Company performed a quantitative assessment for its annual impairment test as of October 1, 2021. 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 June 30, 2022 and December 31, 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, 2021 through June 30, 2022. Intangible assets The Company’s intangible assets (in thousands) and related useful lives (in years) are as follows: June 30, 2022 December 31, 2021 Estimated useful life Gross Accumulated Net carrying Accumulated Net carrying Customer relationships 7 $ 7,190 $ (2,601) $ 4,589 $ (2,088) $ 5,102 Trade name 15 7,500 (1,266) 6,234 (1,016) 6,484 Total intangible assets $ 14,690 $ (3,867) $ 10,823 $ (3,104) $ 11,586 Amortization expense was $0.4 million and $0.8 million for the three and six months ended June 30, 2022 and 2021, respectively. The estimated future amortization of intangible assets over the remaining weighted average useful life of 9.1 years is as follows (in thousands): Remainder of 2022 $ 764 2023 1,527 2024 1,527 2025 1,527 2026 1,494 Thereafter 3,984 $ 10,823 There were no indicators or impairment of the intangible assets as of June 30, 2022. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The components of the Company’s debt consist of the following (in thousands): June 30, 2022 December 31, 2021 Maturity Amount Rate Amount Rate Term loan, net 1/6/2024 $ 4,996 (1) $ 5,414 (2) Line of credit, net 1/6/2024 7,368 (1) 4,856 (2) Total debt 12,364 10,270 Less current portion 1,130 855 Total long term debt $ 11,234 $ 9,415 (1) Interest at a variable rate of the daily Federal Funds Rate plus 285 basis points with an interest rate floor of 2.50% per annum. (2) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 2.50% per annum. Term loans and lines of credit 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 bore 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"). The Second Wintrust Amendment described below updated the rate at which the Wintrust Credit Facility bears interest to the greater of the daily Federal Funds Rate plus 285 basis points, or the interest rate floor, which remained unchanged. Accrued interest on the Wintrust Credit Facility is payable monthly which commenced 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 previous revolving line of credit with Citizens Business Bank (the "ABL Facility") and (ii) for general corporate purposes. Debt issuance costs of $0.1 million were incurred related to the Wintrust Credit Facility. The Wintrust Credit Facility subjected 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 was the operating cash flow of Halo, defined as Halo EBITDA less cash paid for unfinanced Halo capital expenditures, income taxes and dividends. The denominator was fixed charges such as interest expense and principal payments paid or payable on other indebtedness attributable to Halo. As of December 31, 2021, the Company failed to satisfy the fixed charge coverage ratio and entered into a default waiver agreement with Wintrust in which Wintrust waived the existing default through the next testing date, March 31, 2022. In addition, as part of the Second Wintrust Amendment described below, the financial covenants were amended to subject the Company to a minimum liquidity covenant test in lieu of a fixed charge coverage ratio which requires the Company to maintain liquidity, tested on the last day of each fiscal quarter beginning March 31, 2022, of no less than (i) $13.0 million as of the last day of each fiscal quarter ending March 31, 2022, through and including the last day of the fiscal quarter ending December 31, 2022 and (ii) $12.0 million as of the last day of the fiscal quarter ending March 31, 2023, and as of the last day of each fiscal quarter thereafter. 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 First 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 “First Wintrust Amendment”) to increase the revolving line of credit from $6.0 million to $7.5 million. The First 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 was decreased to $6.9 million on January 1, 2022 and will be further decreased to $6.0 million on January 1, 2023. Additionally, on March 25, 2022, the Company entered into the second amendment to the Wintrust Credit Facility (the "Second Wintrust Amendment") which provided for the release of the Company's Bona Vida subsidiary as a guarantor, an update to the financial covenants as described above and an update to the rate at which the Wintrust Credit Facility bears interest, which is also described above. As of June 30, 2022, the term loan and line of credit outstanding under the Wintrust Credit Facility were $5.0 million and $7.4 million, respectively, net of debt issuance costs of less than $0.1 million, respectively. As of December 31, 2021, the term loan and line of credit outstanding were $5.4 million and $4.9 million, respectively, net of debt issuance costs of less than $0.1 million, respectively. Debt issuance costs are amortized using the effective interest method. 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. |
Commitments and contingencies
Commitments and contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies The Company had no material purchase obligations as of June 30, 2022 or December 31, 2021. 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 SG&A expenses. 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. Litigation is subject to numerous uncertainties and the outcome of individual claims and contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and any such unfavorable outcome could be of a material nature or have a material adverse effect on the Company's consolidated financial condition, results of operations and cash flows. Management is not aware of any claims or lawsuits that may have a material adverse effect on the consolidated financial position or results of operations of the Company. |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note 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 June 30, 2022 and December 31, 2021: Warrants Weighted Average Exercise Price 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 December 31, 2021 9,433,584 $ 5.92 Issued — $ — Exercised — $ — Terminated/Expired — $ — Warrants outstanding as of June 30, 2022 9,433,584 $ 5.92 There was no intrinsic value associated with the outstanding warrants as of June 30, 2022 and December 31, 2021, respectively. |
Share-based compensation
Share-based compensation | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | Share-based compensation During the three and six months ended June 30, 2022, the Company recognized $0.8 million and $1.9 million, respectively, of share-based compensation expense. During the three and six months ended June 30, 2021, the Company recognized $0.3 million and $2.9 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 awards, restricted stock units, other stock or cash-based awards or a dividend equivalent award. The total number of shares currently authorized for issuance under the Amended 2019 Plan is 5,614,637. Stock options Options granted under the Amended 2019 Plan vest over a period of two As of June 30, 2022 and December 31, 2021, the Company had 3,261,774 and 2,684,041 stock options outstanding, respectively. Stock awards In February 2022, the Company granted 218,345 shares of common stock to members of its board of directors under the Amended 2019 Plan as compensation for annual board service. The stock awards were immediately vested and, as such, the Company recorded share-based compensation expense of $0.5 million upon issuance. |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxesFor the three and six months ended June 30, 2022, the Company recorded minimal income tax expense and for the three and six months ended June 30, 2021, the Company recorded no income tax expense. For the three and six months ended June 30, 2022, the Company's effective tax rate was less than 1% and for the three and six months ended June 30, 2021, the Company’s effective tax rate was 0%. The Company’s effective tax rate differs from the U.S. federal statutory rate of 21% primarily 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 six months ended June 30, 2022 and for the year ended December 31, 2021. |
Related party transactions
Related party transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related party transactions | Related party transactions Director fees The Company pays quarterly board of director fees. As of June 30, 2022 and December 31, 2021, $0.1 million of director fees were in accounts payable on the Condensed Consolidated Balance Sheets, respectively. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2022 | |
Risks and Uncertainties [Abstract] | |
Concentrations | Concentrations Major suppliers The Company sourced approximately 73% of its inventory purchases from three vendors for the six months ended June 30, 2022. The Company sourced approximately 68% of its inventory purchases from two vendors for the six months ended June 30, 2021. Major customers Accounts receivable from three customers represented 89% of accounts receivable as of June 30, 2022. Accounts receivable from three customers represented 71% of accounts receivable as of December 31, 2021. Four customers represented 68% of gross sales for the six months ended June 30, 2022. Three customers represented 50% of gross sales for the six months ended June 30, 2021. Credit risk As of June 30, 2022 and December 31, 2021, the Company’s cash and cash equivalents were deposited in accounts at certain 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. |
(Loss) earnings per share
(Loss) earnings per share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
(Loss) earnings per share | (Loss) earnings per share The Company presents (loss) earnings per share on a basic and diluted basis. Basic (loss) earnings per share is computed by dividing net (loss) earnings by the weighted average number of common shares outstanding ("WASO") during the period. Diluted (loss) earnings 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. For the three and six months ended June 30, 2022, 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. As the Company reported net income for the three and six months ended June 30, 2021, basic and diluted net earnings per share attributable to common stockholders are calculated as outlined above. For the three and six months ended June 30, 2021, the weighted average diluted common shares had 3,471,245 and 4,474,577 common stock equivalents excluded, respectively, based on the fact that their inclusion would have had an anti-dilutive effect on earnings per share. The following table sets forth basic and diluted net (loss) earnings per share available to common stockholders for the three and six months ended June 30, 2022 and 2021 (in thousands, except share and per share amounts): Three Months Ended Six Months Ended Common stockholders 2022 2021 2022 2021 Basic (loss) earnings per share: Numerator: Net (loss) income $ (4,367) $ 24,776 $ (8,407) $ 11,926 Less: Adjustment due to warrant modifications — — — 402 Adjusted net (loss) income available to common stockholders $ (4,367) $ 24,776 $ (8,407) $ 11,524 Denominator: Basic WASO 29,364,712 11,126,909 29,327,316 10,361,462 Net (loss) earnings per share available to common stockholders, basic $ (0.15) $ 2.23 $ (0.29) $ 1.11 Dilutive (loss) earnings per share: Numerator: Net (loss) income $ (4,367) $ 24,776 $ (8,407) $ 11,926 Less: Adjustment due to warrant modifications — — — 402 Add: Interest expense on convertible notes, net — 656 — — Adjusted net (loss) income available to common stockholders $ (4,367) $ 25,432 $ (8,407) $ 11,524 Denominator: Basic WASO 29,364,712 11,126,909 29,327,316 10,361,462 Dilutive common stock equivalents — 10,262,504 — 10,137,367 Diluted WASO 29,364,712 21,389,413 29,327,316 20,498,829 Net (loss) earnings per share available to common stockholders, diluted $ (0.15) $ 1.19 $ (0.29) $ 0.56 |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent eventsDuring July 2022, the Company completed a legal merger of TruPet, LLC, a wholly owned subsidiary of Better Choice Company Inc. ("TruPet"), and Halo, with Halo as the surviving entity, in connection with the execution of rebranding its former TruDog brand under the Halo brand umbrella. |
Nature of business and summar_2
Nature of business and summary of significant accounting policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
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"). Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2021 has been derived from the audited consolidated financial statements at that date but does not include all of the information required by GAAP for complete financial statements. Results of operations for interim periods may not be representative of results to be expected for the full year. 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, 2021, filed with the SEC. |
Consolidation | Consolidation The condensed financial statements are presented on a consolidated basis 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 the 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 June 30, 2022 and 2021, the financial position as of June 30, 2022 and December 31, 2021 and the cash flows for the periods ended June 30, 2022 and 2021. |
Going Concern Considerations | Going Concern Considerations The Company is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitive forces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow into new markets, and compliance with government regulations. The Company has continually incurred losses, has an accumulated deficit and is currently subject to certain financial covenants, which requires maintaining a minimum liquidity (as defined in the Wintrust Credit Facility, defined below) of no less than (i) $13.0 million as of the last day of each fiscal quarter ending March 31, 2022, through and including the last day of the fiscal quarter ending December 31, 2022 and (ii) $12.0 million as of the last day of the fiscal quarter ending March 31, 2023, and as of the last day of each fiscal quarter thereafter. Our continued operating losses along with this financial covenant create substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the date these interim condensed consolidated financial statements are issued. The Company does not currently expect it will be able to generate sufficient cash flow from operations to maintain sufficient liquidity to meet the required financial covenant in certain periods prior to maturity giving the lender the right to call the debt. The Company will need to either raise additional capital or obtain additional financing, and/or secure future waivers or amendments from its lenders, or accomplish some combination of these items to maintain sufficient liquidity. There can be no assurance that the Company will be successful in raising additional capital, securing future waivers and/or amendments from its lenders, renewing or refinancing its existing debt or securing new financing. If the Company is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owed to its lenders or sell certain assets. |
Advertising | AdvertisingThe Company charges advertising costs to expense as incurred and such charges are included in selling, general and administrative ("SG&A") expenses. 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 advertising expenses. |
New accounting standards | New accounting standards Issued but not yet adopted ASU 2016-13 “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments” In June 2016, the FASB issued ASU 2016-13, 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, including subsequent updates, will have on its consolidated financial statements and related disclosures, but does not expect the guidance to have a significant impact on the financial statements. |
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. Revenue channels |
Commitments and contingencies | 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 SG&A expenses. 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. Litigation is subject to numerous uncertainties and the outcome of individual claims and contingencies is not predictable. It is possible that some legal matters for which reserves have or have not been established could result in an unfavorable outcome for the Company and any such unfavorable outcome could be of a material nature or have a material adverse effect on the Company's consolidated financial condition, results of operations and cash flows. Management is not aware of any claims or lawsuits that may have a material adverse effect on the consolidated financial position or results of operations of the Company. |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): Three Months Ended Six Months Ended 2022 2021 2022 2021 E-commerce (1) $ 3,681 22 % $ 2,892 26 % $ 7,505 22 % $ 6,902 32 % Brick & Mortar (2) 3,956 24 % 1,698 16 % 8,290 25 % 3,592 16 % DTC 1,762 11 % 2,341 21 % 3,695 11 % 4,777 22 % International (3) 7,116 43 % 4,058 37 % 14,039 42 % 6,548 30 % Net Sales $ 16,515 100 % $ 10,989 100 % $ 33,529 100 % $ 21,819 100 % (1) The Company's E-commerce channel includes two customers that amounted to greater than 10% of the Company's total net sales during the three and six months ended June 30, 2022. These customers had an aggregate of $3.6 million and $7.3 million of net sales during the three and six months ended June 30, 2022, respectively. Two customers amounted to greater than 10% of the Company's total net sales during the three and six months ended June 30, 2021, respectively. These customers had an aggregate of $2.6 million and $6.4 million of net sales during the three and six months ended June 30, 2021, respectively. (2) The Company's Brick & Mortar channel includes $2.2 million and $4.0 million of net sales from one customer that amounted to greater than 10% of the Company's total net sales during the three and six months ended June 30, 2022, respectively. None of the Company's Brick & Mortar customers represented greater than 10% of net sales during the three and six months ended June 30, 2021. (3) One of the Company's International customers in China amounted to greater than 10% of the Company's total net sales during the three and six months ended June 30, 2022 and represented $5.5 million and $11.3 million of net sales, respectively. One of the Company's International customers in China represented greater than 10% of net sales during the three and six months ended June 30, 2021 and represented $2.7 million and $3.8 million of net sales, respectively. |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories are summarized as follows (in thousands): June 30, 2022 December 31, 2021 Food, treats and supplements $ 10,166 $ 4,666 Inventory packaging and supplies 1,017 1,028 Total Inventories 11,183 5,694 Inventory reserve (694) (449) Inventories, net $ 10,489 $ 5,245 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expense and Other Current Assets | Prepaid expenses and other current assets are summarized as follows (in thousands): June 30, 2022 December 31, 2021 Prepaid advertising contract with iHeart (1) $ 2,095 $ 2,095 Other prepaid expenses and other current assets (2) 853 845 Total Prepaid expenses and other current assets $ 2,948 $ 2,940 (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. (2) As of June 30, 2022 and December 31, 2021, this amount includes various other prepaid contracts. |
Accrued and other liabilities (
Accrued and other liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued and Other Liabilities | Accrued and other liabilities consist of the following (in thousands): June 30, 2022 December 31, 2021 Accrued taxes $ 78 $ 139 Accrued payroll and benefits 1,164 755 Accrued interest 34 25 Deferred revenue 249 225 Inventory received not billed 370 — Other 320 735 Total accrued and other liabilities $ 2,215 $ 1,879 |
Goodwill and intangible assets
Goodwill and intangible assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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: June 30, 2022 December 31, 2021 Estimated useful life Gross Accumulated Net carrying Accumulated Net carrying Customer relationships 7 $ 7,190 $ (2,601) $ 4,589 $ (2,088) $ 5,102 Trade name 15 7,500 (1,266) 6,234 (1,016) 6,484 Total intangible assets $ 14,690 $ (3,867) $ 10,823 $ (3,104) $ 11,586 |
Schedule of Future Amortization of Intangible Assets | The estimated future amortization of intangible assets over the remaining weighted average useful life of 9.1 years is as follows (in thousands): Remainder of 2022 $ 764 2023 1,527 2024 1,527 2025 1,527 2026 1,494 Thereafter 3,984 $ 10,823 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Components of Debt | The components of the Company’s debt consist of the following (in thousands): June 30, 2022 December 31, 2021 Maturity Amount Rate Amount Rate Term loan, net 1/6/2024 $ 4,996 (1) $ 5,414 (2) Line of credit, net 1/6/2024 7,368 (1) 4,856 (2) Total debt 12,364 10,270 Less current portion 1,130 855 Total long term debt $ 11,234 $ 9,415 (1) Interest at a variable rate of the daily Federal Funds Rate plus 285 basis points with an interest rate floor of 2.50% per annum. (2) Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 2.50% per annum. |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Warrants and Rights Note 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 June 30, 2022 and December 31, 2021: Warrants Weighted Average Exercise Price 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 December 31, 2021 9,433,584 $ 5.92 Issued — $ — Exercised — $ — Terminated/Expired — $ — Warrants outstanding as of June 30, 2022 9,433,584 $ 5.92 |
(Loss) earnings per share (Tabl
(Loss) earnings per share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share Attributable to Common Stockholders | The following table sets forth basic and diluted net (loss) earnings per share available to common stockholders for the three and six months ended June 30, 2022 and 2021 (in thousands, except share and per share amounts): Three Months Ended Six Months Ended Common stockholders 2022 2021 2022 2021 Basic (loss) earnings per share: Numerator: Net (loss) income $ (4,367) $ 24,776 $ (8,407) $ 11,926 Less: Adjustment due to warrant modifications — — — 402 Adjusted net (loss) income available to common stockholders $ (4,367) $ 24,776 $ (8,407) $ 11,524 Denominator: Basic WASO 29,364,712 11,126,909 29,327,316 10,361,462 Net (loss) earnings per share available to common stockholders, basic $ (0.15) $ 2.23 $ (0.29) $ 1.11 Dilutive (loss) earnings per share: Numerator: Net (loss) income $ (4,367) $ 24,776 $ (8,407) $ 11,926 Less: Adjustment due to warrant modifications — — — 402 Add: Interest expense on convertible notes, net — 656 — — Adjusted net (loss) income available to common stockholders $ (4,367) $ 25,432 $ (8,407) $ 11,524 Denominator: Basic WASO 29,364,712 11,126,909 29,327,316 10,361,462 Dilutive common stock equivalents — 10,262,504 — 10,137,367 Diluted WASO 29,364,712 21,389,413 29,327,316 20,498,829 Net (loss) earnings per share available to common stockholders, diluted $ (0.15) $ 1.19 $ (0.29) $ 0.56 |
Nature of business and summar_3
Nature of business and summary of significant accounting policies (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 10, 2022 | |
Accounting Policies [Abstract] | |||||
Advertising costs | $ 2,900,000 | $ 2,100,000 | $ 5,200,000 | $ 4,100,000 | |
Share repurchase program, authorized amount | $ 3,000,000 | ||||
Share repurchases (in shares) | 0 |
Revenue - Additional informatio
Revenue - Additional information (Details) | 6 Months Ended |
Jun. 30, 2022 channel | |
Revenue from Contract with Customer [Abstract] | |
Number of revenue channels | 4 |
Revenue - Schedule (Details)
Revenue - Schedule (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 16,515 | $ 10,989 | $ 33,529 | $ 21,819 |
Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage (greater than for 10%) | 100% | 100% | 100% | 100% |
E-Commerce | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 3,681 | $ 2,892 | $ 7,505 | $ 6,902 |
E-Commerce | Customer concentration risk | Two Customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 3,600 | $ 2,600 | $ 7,300 | $ 6,400 |
E-Commerce | Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage (greater than for 10%) | 22% | 26% | 22% | 32% |
E-Commerce | Revenue from Contract with Customer Benchmark | Customer concentration risk | Two Customers | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage (greater than for 10%) | 10% | 10% | 10% | 10% |
Brick And Mortar | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 3,956 | $ 1,698 | $ 8,290 | $ 3,592 |
Brick And Mortar | Customer concentration risk | One Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 2,200 | $ 4,000 | ||
Brick And Mortar | Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage (greater than for 10%) | 24% | 16% | 25% | 16% |
Brick And Mortar | Revenue from Contract with Customer Benchmark | Customer concentration risk | One Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage (greater than for 10%) | 10% | 10% | ||
DTC | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 1,762 | $ 2,341 | $ 3,695 | $ 4,777 |
DTC | Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage (greater than for 10%) | 11% | 21% | 11% | 22% |
International | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 7,116 | $ 4,058 | $ 14,039 | $ 6,548 |
International | Customer concentration risk | One Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 5,500 | $ 2,700 | $ 11,300 | $ 3,800 |
International | Revenue from Contract with Customer Benchmark | Sales Channel Concentration Risk | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage (greater than for 10%) | 43% | 37% | 42% | 30% |
International | Revenue from Contract with Customer Benchmark | Customer concentration risk | One Customer | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage (greater than for 10%) | 10% | 10% | 10% | 10% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Food, treats and supplements | $ 10,166 | $ 4,666 |
Inventory packaging and supplies | 1,017 | 1,028 |
Total Inventories | 11,183 | 5,694 |
Inventory reserve | (694) | (449) |
Inventories, net | $ 10,489 | $ 5,245 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 05, 2020 | Aug. 28, 2019 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | |
Prepaid Expenses and Other Current Assets [Line Items] | |||||
Prepaid advertising contract with iHeart | $ 2,095 | $ 2,095 | |||
Other prepaid expenses and other current assets | 853 | 845 | |||
Total Prepaid expenses and other current assets | $ 2,948 | $ 2,940 | |||
Stock issued to third parties for services | $ 46 | ||||
Common Stock | |||||
Prepaid Expenses and Other Current Assets [Line Items] | |||||
Stock issued to third parties for services (in shares) | 5,000 | ||||
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 |
Accrued and other liabilities_2
Accrued and other liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Liabilities Current [Abstract] | ||
Accrued taxes | $ 78 | $ 139 |
Accrued payroll and benefits | 1,164 | 755 |
Accrued interest | 34 | 25 |
Deferred revenue | 249 | 225 |
Inventory received not billed | 370 | 0 |
Other | 320 | 735 |
Total accrued and other liabilities | $ 2,215 | $ 1,879 |
Goodwill and intangible asset_2
Goodwill and intangible assets - Additional information (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 18,614,000 | $ 18,614,000 | $ 18,614,000 | ||
Goodwill, accumulated impairment loss | 0 | 0 | 0 | ||
Goodwill, impairment expense | 0 | $ 0 | |||
Amortization expense | $ 400,000 | $ 800,000 | $ 400,000 | $ 800,000 | |
Weighted Average | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Estimated useful lives of intangible assets | 9 years 1 month 6 days |
Goodwill and intangible asset_3
Goodwill and intangible assets - Intangible assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 14,690 | $ 14,690 |
Accumulated amortization | (3,867) | (3,104) |
Net carrying amount | $ 10,823 | 11,586 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 7 years | |
Gross carrying amount | $ 7,190 | 7,190 |
Accumulated amortization | (2,601) | (2,088) |
Net carrying amount | $ 4,589 | 5,102 |
Trade name | ||
Finite-Lived Intangible Assets [Line Items] | ||
Estimated useful life | 15 years | |
Gross carrying amount | $ 7,500 | 7,500 |
Accumulated amortization | (1,266) | (1,016) |
Net carrying amount | $ 6,234 | $ 6,484 |
Goodwill and intangible asset_4
Goodwill and intangible assets - Estimated future amortization of amortizable intangible assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
Remainder of 2022 | $ 764 | |
2023 | 1,527 | |
2024 | 1,527 | |
2025 | 1,527 | |
2026 | 1,494 | |
Thereafter | 3,984 | |
Net carrying amount | $ 10,823 | $ 11,586 |
Debt - Components of debt (Deta
Debt - Components of debt (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instruments [Abstract] | ||
Total debt | $ 12,364 | $ 10,270 |
Less current portion | 1,130 | 855 |
Total long term debt | 11,234 | 9,415 |
Term Loan | ||
Debt Instruments [Abstract] | ||
Total debt | 4,996 | 5,414 |
Line of credit, net | ||
Debt Instruments [Abstract] | ||
Total debt | $ 7,368 | $ 4,856 |
Federal Funds Rate | ||
Debt Instruments [Abstract] | ||
Basis spread on variable interest rate | 2.85% | |
Floor interest rate | 2.50% | |
LIBOR | ||
Debt Instruments [Abstract] | ||
Basis spread on variable interest rate | 2.50% | |
Floor interest rate | 2.50% |
Debt - Term loan and line of cr
Debt - Term loan and line of credit (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||
Mar. 25, 2022 | Jan. 06, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Mar. 31, 2023 | Jan. 01, 2023 | Mar. 31, 2022 | Jan. 01, 2022 | Aug. 13, 2021 | |
Debt Instrument [Line Items] | ||||||||||
Debt issuance costs incurred | $ 7,000 | $ 116,000 | ||||||||
Long term debt | $ 12,364,000 | $ 10,270,000 | ||||||||
LIBOR | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable interest rate | 2.50% | |||||||||
Floor interest rate | 2.50% | |||||||||
Federal Funds Rate | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable interest rate | 2.85% | |||||||||
Floor interest rate | 2.50% | |||||||||
Term Loan | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | $ 4,996,000 | $ 5,414,000 | ||||||||
Term Loan | Wintrust Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 6,000,000 | |||||||||
Long term debt | 5,000,000 | 5,400,000 | ||||||||
Debt issuance costs | 100,000 | 100,000 | ||||||||
Line of credit, net | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long term debt | 7,368,000 | 4,856,000 | ||||||||
Line of credit, net | Wintrust Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Maximum borrowing capacity | $ 6,000,000 | $ 7,500,000 | ||||||||
Floor interest rate | 2.50% | |||||||||
Debt issuance costs incurred | $ 100,000 | |||||||||
Covenant, fixed charge coverage ratio required | 1.25 | |||||||||
Covenant, minimum liquidity required | $ 13,000,000 | |||||||||
Restricted cash | $ 6,900,000 | $ 7,200,000 | ||||||||
Long term debt | 7,400,000 | $ 4,900,000 | ||||||||
Debt issuance costs | $ 100,000 | |||||||||
Line of credit, net | Wintrust Credit Facility | Forecast | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Covenant, minimum liquidity required | $ 12,000,000 | |||||||||
Restricted cash | $ 6,000,000 | |||||||||
Line of credit, net | LIBOR | Wintrust Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable interest rate | 2.50% | |||||||||
Line of credit, net | Federal Funds Rate | Wintrust Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Basis spread on variable interest rate | 2.85% |
Commitments and contingencies (
Commitments and contingencies (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
Purchase obligations | $ 0 | $ 0 |
Warrants (Details)
Warrants (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Warrants | ||
Warrants outstanding, beginning balance (in shares) | 9,433,584 | 9,916,997 |
Issued (in shares) | 0 | 548,110 |
Exercised (in shares) | 0 | (389,881) |
Terminated/expired (in shares) | 0 | (641,642) |
Warrants outstanding, ending balance (in shares) | 9,433,584 | 9,433,584 |
Weighted Average Exercise Price | ||
Warrants outstanding, beginning balance (in dollars per share) | $ 5.92 | $ 7.32 |
Issued (in dollars per share) | 0 | 8.70 |
Exercised (in dollars per share) | 0 | 4.52 |
Terminated/expired (in dollars per share) | 0 | 24.64 |
Warrants outstanding, ending balance (in dollars per share) | $ 5.92 | $ 5.92 |
Warrants outstanding, intrinsic value | $ 0 | $ 0 |
Share-based compensation (Detai
Share-based compensation (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Feb. 28, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | $ 801 | $ 332 | $ 1,892 | $ 2,857 | ||
Options outstanding (in shares) | 3,261,774 | 3,261,774 | 2,684,041 | |||
Stock awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation | $ 500 | |||||
Amended 2019 Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards available for issuance (in shares) | 5,614,637 | 5,614,637 | ||||
Options granted (in shares) | 77,000 | 25,834 | 602,000 | 955,688 | ||
Amended 2019 Plan | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expiration period | 10 years | |||||
Amended 2019 Plan | Stock awards | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Awards granted (in shares) | 218,345 | |||||
Amended 2019 Plan | Minimum | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years | |||||
Amended 2019 Plan | Maximum | Stock options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 0 | $ 0 | $ 3,000 | $ 0 |
Effective tax rate | 1% | 0% | 1% | 0% |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Millions | Jun. 30, 2022 | Dec. 31, 2021 |
Related Party Transactions [Abstract] | ||
Director fees payable | $ 0.1 | $ 0.1 |
Concentrations (Details)
Concentrations (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Inventory purchases | Supplier concentration risk | Three vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 73% | ||
Inventory purchases | Supplier concentration risk | Two vendors | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 68% | ||
Accounts receivable | Customer concentration risk | Three customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 89% | 71% | |
Gross sales | Customer concentration risk | Three customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 50% | ||
Gross sales | Customer concentration risk | Four customers | |||
Concentration Risk [Line Items] | |||
Concentration risk, percentage | 68% |
(Loss) earnings per share - Nar
(Loss) earnings per share - Narrative (Details) - shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Earnings Per Share [Abstract] | ||
Antidilutive shares (in shares) | 3,471,245 | 4,474,577 |
(Loss) earnings per share - Sch
(Loss) earnings per share - Schedule (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net (loss) income | $ (4,367) | $ (4,040) | $ 24,776 | $ (12,850) | $ (8,407) | $ 11,926 |
Less: Adjustment due to warrant modifications | 0 | 0 | 0 | 402 | ||
Adjusted net (loss) income available to common stockholders | $ (4,367) | $ 24,776 | $ (8,407) | $ 11,524 | ||
Denominator: | ||||||
Basic WASO (in shares) | 29,364,712 | 11,126,909 | 29,327,316 | 10,361,462 | ||
Net (loss) earnings per share available to common stockholders, basic (in dollars per share) | $ (0.15) | $ 2.23 | $ (0.29) | $ 1.11 | ||
Numerator: | ||||||
Net (loss) income | $ (4,367) | $ (4,040) | $ 24,776 | $ (12,850) | $ (8,407) | $ 11,926 |
Less: Adjustment due to warrant modifications | 0 | 0 | 0 | 402 | ||
Add: Interest expense on convertible notes, net | 0 | 656 | 0 | 0 | ||
Adjusted net (loss) income available to common stockholders | $ (4,367) | $ 25,432 | $ (8,407) | $ 11,524 | ||
Denominator: | ||||||
Basic WASO (in shares) | 29,364,712 | 11,126,909 | 29,327,316 | 10,361,462 | ||
Dilutive common stock equivalents (in shares) | 0 | 10,262,504 | 0 | 10,137,367 | ||
Diluted WASO (in shares) | 29,364,712 | 21,389,413 | 29,327,316 | 20,498,829 | ||
Net (loss) earnings per share available to common stockholders, diluted (in dollars per share) | $ (0.15) | $ 1.19 | $ (0.29) | $ 0.56 |