Nature of Operations and Summary of Significant Accounting Policies | 1. Nature of Operations and Summary of Significant Accounting Policies The accompanying unaudited interim financial statements include the accounts of Laird Superfood, Inc. (the “Company” or “Laird Superfood”), a Delaware corporation. On July 3, 2018, the Company entered into a plan of conversion and was converted from a corporation under the laws of the State of Oregon to a corporation under the laws of the State of Delaware with an updated par value of $0.001 per share of common stock. Nature of Operations Laird Superfood, Inc. is an emerging consumer products platform focused on manufacturing and marketing highly differentiated, plant-based and functional foods from its headquarters in Sisters, Oregon. The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, and roasted and instant coffees, teas and hot chocolate. The Company was founded in 2015. Initial Public Offering On September 25, 2020 , additional-paid-in Upon the closing of the IPO, all outstanding shares of the Company’s preferred stock converted into shares of common stock, consisting of (i) 162,340 outstanding shares of Series A-1 A-2 B-1 Concurrent Private Placement Danone Manifesto Ventures, PBC (“DMV”) purchased 90,910 shares of our common stock in a private placement immediately subsequent to the consummation of the IPO for a total purchase price of $2,000,020, at a price per share of $22.00. Basis of Accounting The financial statements include the accounts of the Company. The accounting and reporting policies of the Company conform with accounting principles generally accepted in the United States of America (“GAAP”) as contained within the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) and rules and regulations of the Securities and Exchange Commission (“SEC”). Operating results include the three and nine months ended September 30, 2020 and 2019. Certain information in footnote disclosures normally included in financial statements prepared in accordance with GAAP has been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements. Unaudited interim financial information In the opinion of the Company, the accompanying unaudited financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity and cash flows. The balance sheet as of December 31, 2019 was derived from audited annual financial statements. Operating results for the nine months ended September 30, 2020 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2020. The accompanying unaudited financial statements and related financial information should be read in conjunction with the audited financial statements and the related notes thereto for the fiscal year ended December 31, 2019 contained in the Company’s final prospectus for its IPO dated as of September 22, 2020 and filed with the SEC pursuant to Rule 424(b)(4) on September 23, 2020. 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, liabilities, revenues, and expenses during the reporting period. The Company bases its estimates and assumptions on historical experience, known trends and events and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Although management believes its estimates and assumptions are reasonable when made, they are based upon information available at the time they are made. Management evaluates the estimates and assumptions on an ongoing basis and, if necessary, makes adjustments. Due to the risks and uncertainties involved in the Company’s business and evolving market conditions and given the subjective element of the estimates and assumptions made, actual results may differ from estimated results. The most significant estimates and judgments impact allowances for doubtful accounts and returns, inventory obsolescence, valuation allowance for deferred taxes, fair value of stock-based compensation, beneficial conversion feature, and discount on warrants. Segment reporting The Company currently has one operating segment. In accordance with ASC 280, Segment Reporting Substantially all product sales for the periods provided were derived from domestic sales. See Note 16 for additional information regarding sales by platform within the Company’s single segment. Cash and Cash Equivalents Cash and cash equivalents are highly liquid instruments with an original maturity of three months or less when purchased. For the purpose of the statements of cash flows, the Company includes cash on hand, cash in clearing accounts, cash on deposit with financial institutions and investments with an original maturity of three months or less in determining the total balance. Concentration of Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash on deposit and cash equivalents. At times, cash and cash equivalents balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurable limits. The Company’s investment account (recognized as cash and cash equivalents) is with what the Company believes to be a high-quality issuer. The Company has never experienced any losses related to these balances. Non-interest-bearing amounts on deposit in excess of FDIC insurable limits at September 30, 2020 and December 31, 2019 approximated $6,496,983 and $456,104, respectively. Accounts Receivable, net Accounts receivable, net consists principally of trade receivables, which are recorded at the invoiced amount, net of allowances for doubtful accounts. Trade receivables do not bear interest. Receivables are considered past due or delinquent according to contract terms. Management closely monitors outstanding balances and writes off accounts receivable as they are determined uncollectible. The Company provides for estimated losses on accounts receivable based on prior bad debt experience and a review of existing receivables. Based on these factors, management determined no allowance for doubtful accounts was required as of September 30, 2020. As of December 31, 2019 management established a $14,786 allowance for doubtful accounts. Investments Investment securities that are not classified as either held-to-maturity available-for-sale available-for-sale Inventory Inventory is stated at the lower of cost (first-in, first-out) September 30, December 31, Raw Materials and Packaging $ 1,864,294 $ 1,187,513 Finished Goods 2,013,437 1,248,452 Total $ 3,877,731 $ 2,435,965 The Company periodically reviews the value of items in inventory and provides write-offs As of September 30, 2020 and December 31, 2019, the Company had a total of $1,580,394 and $100,387, respectively, of prepayments for future raw materials inventory, which is included in prepaid expenses on the balance sheets. Property and Equipment Property and equipment are valued at cost, net of accumulated depreciation. Expenditures for maintenance and repairs that do not extend the useful life or increase the value of the assets are charged to expense in the period incurred. Additions and betterments are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives for depreciation purposes for furniture and factory equipment range from 3 to 10 years. The useful life for leasehold improvements is the lesser of the lease term or the useful life. Depreciation expense is allocated to general and administrative expenses and cost of goods sold upon the sale of inventory. For the three months ended September 30, 2020 and 2019, depreciation expense was $114,878 and $83,422, respectively. For the nine months ended September 30, 2020 and 2019, depreciation expense was $344,162 and $198,970, respectively. As of September 30, 2020 and December 31, 2019, the Company had a total of $0 and $14,699, respectively, of deposits for future equipment purchases, which is included in deposits on the balance sheets. Fixed Assets Held for Sale Long-lived assets identified by the Company for sale, which have met all criteria under ASC 360-10-35 Deferred Rent Deferred rent includes tenant improvement costs that were incurred by the landlord, RII Lundgren Mill, LLC, in the build-out Revenue Recognition The Company’s significant accounting policy for revenue was updated as a result of the adoption of Accounting Standards Update (“ASU”) 2014-09. 2014-09 2014-09, Cost of Goods Sold Cost of goods sold includes material, labor, and overhead costs incurred in the storage and distribution of products sold in the period. Material costs include the cost of products purchased. Labor and overhead costs consist of indirect product costs, including wages and benefits for manufacturing, planning, and logistics personnel, depreciation, facility costs and freight. Shipping and Handling Costs of shipping and handling related to sales revenue are included in cost of goods sold. Shipping and handling costs totaled $844,149 and $492,216 for the three months ended September 30, 2020 and 2019, respectively, and totaled $1,835,876 and $1,231,777 for the nine months ended September 30, 2020 and 2019, respectively. Income generated from shipping costs billed through to customers was included in Sales, net in the statements of operations. Shipping income totaled $25,737 and $132,033 for the three months ended September 30, 2020 and 2019, respectively, and $221,082 and $329,342 for the nine months ended September 30, 2020 and 2019, respectively. Research and Product Development Amounts spent on research and development activities are expensed as incurred as research and product development expense on the statements of operations. Research and product development expense was $102,879 and $109,978 for the three months ended September 30, 2020 and 2019, respectively, and $363,990 and $186,412 for the nine months ended September 30, 2020 and 2019, respectively. Advertising Advertising and marketing costs are expensed when incurred. Advertising and marketing expenses for the three months ended September 30, 2020 and 2019 was $1,575,202 and $1,256,433, respectively, and $4,236,509 and $3,277,522 for the nine months ended September 30, 2020 and 2019, respectively. Income Taxes Income taxes provide for the tax effects of transactions reported in the financial statements and consist of income taxes currently due and deferred tax assets and liabilities. The Company may also be subject to interest and penalties from taxing authorities on underpayment of income taxes. In such an event, interest and penalties are included in income tax expense. Deferred tax assets and liabilities are recognized for differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily to depreciable assets (use of different depreciation methods and lives for financial statement and income tax purposes) and net operating losses. The deferred tax assets and liabilities represent the future tax return consequences of those differences, which will either be taxable or deductible when the assets and liabilities are recovered or settled. Due to the historical net loss position of the Company, the Company recorded a full deferred tax valuation allowance of $6,585,122 and $4,584,174 as of September 30, 2020 and December 31, 2019, respectively. Repurchased Stock Management presents repurchased stock (at cost) as a reduction in stockholders’ equity to more clearly reflect the historical stock repurchase transactions. There were no stock repurchase transactions for the three months ended September 30, 2020 and 2019. There were two common stock repurchase transactions during the nine months ended September 30, 2020, totaling 1,416 shares of common stock and $20,532. There was one stock repurchase transaction during the nine months ended September 30, 2019, totaling 87,688 shares of common stock and $1,079,878. Repurchases were valued at a price consistent with or less than the most recent private equity offering by the Company. Stock Incentive Plan The compensation cost relating to share-based payment transactions is recognized in the financial statements. The cost is measured based on the grant date fair value of the equity or liability instruments issued. Compensation cost for all employee stock awards is calculated and recognized over the employees’ service period, generally defined as the vesting period. For awards with graded-vesting, compensation cost is recognized on a straight-line basis over the requisite service period for the entire award. Compensation cost for all consultant stock awards is calculated and recognized over the consultant’s service period based on the grant date fair value of the equity or liability instruments issued. Upon exercise of stock option awards or vesting of restricted stock units, recipients are issued shares of common stock. Pre-vesting Earnings per Share Basic earnings per share is computed on the basis of the weighted average number of shares of common stock that were outstanding during the period. Diluted earnings per share is similarly determined, except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all dilutive potential common stock and preferred stock had been issued and are calculated under the treasury stock method. Due to the Company’s net loss, all stock options and convertible preferred stock are anti-dilutive and excluded. Warrants Issued and detachable stock warrants are classified as equity or liability instruments based on the specific terms of the underlying warrant agreement. In circumstances where debt or equity is issued with detachable warrants, the proceeds from issuance are allocated to each instrument based on an acceptable method, which generally involves determining the fair value of one or more of the instruments. In conjunction with the Company’s initial public offering, the warrant outstanding was cancelled. See additional information in Note 12. Stock Split The Company’s board of directors and stockholders approved a 2-for-1 2-for-1 License Agreement – Intangible Asset On August 3, 2015, the Company entered into a license agreement with the Company’s co-founder On May 2, 2018, the Company entered into a license agreement with Gabrielle Reece, who is married to Mr. Hamilton (the “GR License”). Pursuant to the GR License, Ms. Reece granted the Company rights to her name, signature, voice, picture, image, likeness and biographical information commencing on July 1, 2015. This contribution, which is reported on the balance sheets as of September 30, 2020 and December 31, 2019, was valued at $100 based on the consideration exchanged. The Company has determined that the intangible asset associated with the GR License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company. Please see Note 15 for more information on the Company’s related party transaction with Ms. Reece. On November 19, 2018, the Company executed a License and Preservation Agreement with Mr. Hamilton and Ms. Reece which superseded the predecessor license agreements with both individuals. The agreement added specific terms related to noncompetition and allowable usage of the property under the license. No additional consideration was exchanged in connection with the agreement and the life of the agreement was set at 100 years. On May 26, 2020, the Company executed a License and Preservation Agreement with Mr. Hamilton, and Ms. Reece (the “2020 License”), which superseded the predecessor license and preservation agreement with both individuals. Among other modifications, the agreement (i) modified certain approval rights of Mr. Hamilton and Ms. Reece for use of their respective images, signatures, voices, and names (other than those owned by the Company), rights of publicity and common law and statutory rights to the foregoing in the Company’s products, (ii) modified certain assignment, change of control and indemnification provisions, and (iii) granted the Company the right to extend the term of the agreement for additional ten-year terms upon the expiration of the initial one-hundred year term. No additional consideration was exchanged in connection with the agreement. As indefinite-lived intangibles, the Company assesses qualitative factors each reporting period to determine whether events and circumstances exist that indicate that the fair values of the licensing agreements were less than the carrying amounts. Upon considering these factors, the Company determined it was more likely than not that the fair values of the 2020 License were not less than the carrying amounts; therefore, the Company recognized no impairment for the three and nine months ended September 30, 2020 and 2019. Employee Benefit Plan The Company sponsors a defined contribution 401(k) plan (the “401(k) plan”) for all employees 18 years or older. The 401(k) plan was initiated on July 1, 2018. Employee contributions may be made on a before-tax JOBS Act Accounting Election The Company qualifies as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. An emerging growth company can elect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. Currently, the Company has elected to file as an emerging growth company defined under the JOBS Act, and as such, these financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. Recently Adopted Accounting Pronouncements In January 2016, the FASB issued ASU No. 2016-01, 2016-01”) 2016-01 2016-01 In June 2018, the FASB issued ASU No. 2018-07, 2018-07”), 2018-07 2014-09. 2018-07 2018-07 Recently Issued Accounting Pronouncements In February 2016, the FASB issued Leases (Topic 842) (“ASU 2016-02”), right-of-use 2016-02 right-of-use Subsequent Events Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are available to be issued. The Company has evaluated events and transactions subsequent to September 30, 2020 for potential recognition of disclosure in the financial statements. On November 3, 2020, the Company and PRW Princeville Development Company LLC entered a termination and release agreement, terminating the Hanalei Retail License and Hanalei Agricultural License, effective as of October 30, 2020. |