Cover
Cover - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Affiliate, Collateralized Security [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-38785 | ||
Entity Registrant Name | STRYVE FOODS, INC. | ||
Entity Central Index Key | 0001691936 | ||
Entity Tax Identification Number | 87-1760117 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 5801 Tennyson Parkway | ||
Entity Address, Address Line Two | Suite 275 | ||
Entity Address, City or Town | Plano | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 75024 | ||
City Area Code | 972 | ||
Local Phone Number | 987-5130 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Elected Not To Use the Extended Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 13.5 | ||
Documents Incorporated by Reference | Portions of the Company’s proxy statement in connection with its 2022 Annual Meeting of Stockholders are incorporated by reference in Part III. | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY, USA | ||
Class A Common Stock [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Title of 12(b) Security | Class A Common Stock | ||
Trading Symbol | SNAX | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 12,682,746 | ||
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Title of 12(b) Security | Warrants, each exercisable for one share of Class Acommon stock at an exercise price of $11.50 per share | ||
Trading Symbol | SNAXW | ||
Security Exchange Name | NASDAQ | ||
Class V Common Stock [Member] | |||
Affiliate, Collateralized Security [Line Items] | |||
Entity Common Stock, Shares Outstanding | 11,502,355 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash and cash equivalent | $ 2,217,191 | $ 591,634 |
Accounts receivable, net | 2,900,281 | 679,061 |
Inventory, net | 7,215,981 | 3,373,033 |
Prepaid media spend | 450,000 | 249,000 |
Prepaid expenses and other current assets | 2,255,539 | 529,230 |
Total current assets | 15,038,992 | 5,421,958 |
Property and equipment, net | 6,825,895 | 6,845,132 |
Right-of-use asset, net | 767,382 | |
Goodwill | 8,450,000 | 8,450,000 |
Intangible asset, net | 4,604,359 | 4,962,834 |
Prepaid media spend, net of current portion | 1,084,548 | 498,662 |
Other assets | 4,192 | 58,545 |
TOTAL ASSETS | 36,775,368 | 26,237,131 |
CURRENT LIABILITIES | ||
Accounts payable | 3,097,516 | 3,839,384 |
Accrued expenses | 1,634,978 | 1,710,384 |
Current portion of lease liability | 168,482 | |
Line of credit | 3,500,000 | 3,500,000 |
Current portion of long-term debt | 3,447,056 | 22,649,995 |
Total current liabilities | 11,848,032 | 31,699,763 |
Long-term debt, net of current portion | 119,542 | 3,874,235 |
Lease liability, net of current portion | 598,900 | |
Financing obligation - related party operating lease | 7,500,000 | |
Deferred tax liability, net | 67,223 | |
Deferred Stock Compensation Liability | 71,197 | |
Warrant liability | 128,375 | |
TOTAL LIABILITIES | 20,333,269 | 35,573,998 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Preferred stock - $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding | ||
Additional paid-in-capital | 100,551,257 | 42,783,367 |
Accumulated deficit | (84,111,171) | (52,121,249) |
TOTAL STOCKHOLDERS' EQUITY (DEFICIT) | 16,442,099 | (9,336,867) |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | 36,775,368 | 26,237,131 |
Class A Common Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | 863 | |
Class V Common Stock [Member] | ||
STOCKHOLDERS' EQUITY (DEFICIT) | ||
Common stock | $ 1,150 | $ 1,015 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued | 0 | 0 |
Preferred Stock, shares outstanding | 0 | 0 |
Class A Common Stock [Member] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 400,000,000 | 400,000,000 |
Common Stock, shares issued | 8,633,755 | 8,633,755 |
Common Stock, shares outstanding | 8,633,755 | 8,633,755 |
Class V Common Stock [Member] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, shares issued | 11,502,355 | 10,152,020 |
Common Stock, shares outstanding | 11,502,355 | 10,152,020 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
SALES, net | $ 30,081,577 | $ 17,002,052 |
COST OF GOODS SOLD (exclusive of depreciation shown separately below) | 19,814,287 | 11,097,868 |
GROSS MARGIN | 10,267,290 | 5,904,184 |
OPERATING EXPENSES | ||
Selling expenses | 26,124,853 | 10,763,951 |
Operating Expense | 4,521,771 | 2,309,201 |
Salaries and wages (including non-cash compensation) | 9,275,724 | 5,799,460 |
Depreciation and amortization expense | 1,621,733 | 1,290,128 |
Loss on disposal of fixed assets | 11,015 | 13,512 |
Total operating expenses | 41,555,096 | 20,176,252 |
OPERATING LOSS | (31,287,806) | (14,272,068) |
OTHER (EXPENSE) INCOME | ||
Interest expense | (3,027,707) | (3,301,818) |
PPP loan forgiveness | 1,669,552 | |
Change in fair value of Private Warrants | 252,800 | |
Gain on debt extinguishment | 545,200 | |
Other (expense) income | (111,689) | 27,115 |
Total other (expense) income | (671,844) | (3,274,703) |
NET LOSS BEFORE INCOME TAXES | (31,959,650) | (17,546,771) |
Income taxes | 30,272 | |
NET LOSS | $ (31,989,922) | $ (17,546,771) |
Loss per common share: | ||
Basic and diluted | $ (2.16) | $ (2.14) |
Weighted average shares outstanding: | ||
Basic and diluted | 14,821,319 | 8,184,663 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock [Member]Common Stock Class A [Member] | Common Stock [Member]Common Stock Class B/V [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Dec. 31, 2019 | $ (5,814,478) | $ 837 | $ 28,759,163 | $ (34,574,478) | |
Balance, shares at Dec. 31, 2019 | 8,370,647 | ||||
Members contributions, shares | 1,781,373 | ||||
Members contributions, value | 14,024,382 | $ 178 | 14,024,204 | ||
Net Loss | (17,546,771) | (17,546,771) | |||
Balance at Dec. 31, 2020 | (9,336,867) | $ 1,015 | 42,783,367 | (52,121,249) | |
Balance, shares at Dec. 31, 2020 | 10,152,020 | ||||
Repurchase of member shares | (99,950) | $ (1) | (99,949) | ||
Repurchase of member shares, shares | (12,598) | ||||
Conversion of Convertible Notes & interest payable to Class V common stock | 10,822,274 | $ 136 | 10,822,138 | ||
Conversion of Convertible Notes & interest payable to Class V common stock, shares | 1,362,933 | ||||
Recapitalization with Andina | 11,572,046 | $ 341 | 11,571,705 | ||
Recapitalization with Andina, shares | 3,409,949 | ||||
PIPE raise | 35,063,428 | $ 561 | 35,062,867 | ||
PIPE raise, shares | 5,607,372 | ||||
Tax impact of recapitalization | (67,223) | (67,223) | |||
Pre-Funded Warrant | $ (80) | 80 | |||
Pre-Funded Warrant, shares | (800,000) | ||||
Issuance of restricted stock units | 20,055 | 20,055 | |||
Issuance of restricted stock units, shares | 3,500 | ||||
Issuance of restricted stock awards | 458,258 | $ 41 | 458,217 | ||
Issuance of restricted stock awards, shares | 412,934 | ||||
Net Loss | (31,989,922) | (31,989,922) | |||
Balance at Dec. 31, 2021 | $ 16,442,099 | $ 863 | $ 1,150 | $ 100,551,257 | $ (84,111,171) |
Balance, shares at Dec. 31, 2021 | 8,633,755 | 11,502,355 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net (loss) | $ (31,989,922) | $ (17,546,771) |
Adjustments to reconcile net (loss) to net cash used in operating activities: | ||
Depreciation & amortization expense | 1,376,495 | 1,290,128 |
(Gain) Loss on disposal of fixed assets | 11,015 | 13,512 |
Amortization of intangible assets | 245,238 | 0 |
Amortization of debt issuance costs | 532,547 | 205,018 |
Net change in right-of-use assets and liabilities | 34,226 | |
Interest income on members loan receivable | (27,123) | (23,745) |
Bad debt expense | 1,078,302 | 744,863 |
Gain on debt extinguishment | (545,200) | |
Forgiveness on paycheck protection program loan | (1,669,552) | |
Amortization of stock based compensation | 549,510 | |
Change in fair value of Private Warrants | (252,800) | |
Forgiveness of Notes Receivable | 1,700,869 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (3,299,522) | 4,095 |
Inventory | (3,842,948) | (1,252,481) |
Prepaid media spend | (786,886) | (747,662) |
Prepaid expenses and other current assets | (1,703,444) | 364,883 |
Vendor deposits | 30,607 | (34,800) |
Accounts payable | (741,868) | (152,514) |
Accrued liabilities | 1,059,591 | 1,349,215 |
Net cash used in operating activities | (38,240,865) | (15,786,259) |
Cash Flows from Investing Activities: | ||
Cash paid for acquisition | (1,511,900) | |
Cash paid for purchase of equipment | (1,435,022) | (1,046,723) |
Cash received for sale of equipment | 66,750 | 56,192 |
Net cash used in investing activities | (1,368,272) | (2,502,431) |
Cash Flows from Financing Activities: | ||
Member contributions | 8,738,754 | |
Repurchase of member shares | (99,950) | |
Investment from Andina | 36,135,517 | |
Borrowings on long-term debt | 200,000 | 2,761,427 |
Repayments on long-term debt | (4,472,150) | (1,354,651) |
Borrowings on related party debt | 13,904,000 | 200,000 |
Repayments on related party debt | (7,611,366) | (415,000) |
Borrowings on short term debt | 14,884,549 | 4,509,449 |
Repayments on short term debt | (11,198,740) | (126,260) |
Issuance of convertible debt | 2,840,000 | |
Debt issuance costs | (507,166) | |
Borrowings on paycheck protection program loan | 1,669,552 | |
Net cash provided by financing activities | 41,234,694 | 18,823,271 |
Net change in cash and cash equivalents | 1,625,557 | 534,581 |
Cash and cash equivalents at beginning of year | 591,634 | 57,053 |
Cash and cash equivalents at end of year | 2,217,191 | 591,634 |
SUPPLEMENTAL INFORMATION: | ||
Cash paid for interest | 2,800,004 | 2,439,426 |
NON-CASH INVESTING AND FINANCING ACTIVITY: | ||
Non-cash retirement of Bridge Notes | 10,856,964 | |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 937,147 | |
Member subscriptions for convertible note | 1,650,000 | |
Assets acquired in kalahari transaction | 5,867,344 | |
Liabilities assumed in Kalahari transaction | (882,438) | |
Short term debt converted to related party debt | 3,001,366 | |
Accrued interest converted to Series 3 Preferred units | 1,088,561 | |
Long term debt converted to related party debt | 550,000 | |
Related party debt converted to Series 3 Preferred units | 3,997,067 | |
Short term debt converted to preferred units | $ 200,000 |
Organization and Description of
Organization and Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Description of Business | Note 1 - Organization and Description of Business Stryve Foods, Inc. (f/k/a Andina Acquisition Corp. III) (“Stryve” or the “Company”) is an emerging healthy snacking company which manufactures, markets and sells highly differentiated healthy snacking products. The Company offers convenient snacks that are lower in sugar and carbohydrates and higher in protein than other snacks. The Company is headquartered in Plano, Texas, with manufacturing operations in Madill, Oklahoma. On July 20, 2021 (the “Closing Date”), the Company completed a business combination (the “Business Combination”) pursuant to that certain Business Combination Agreement (the “Business Combination Agreement”) by and among the Company, Andina Holdings LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Holdings”), B. Luke Weil, in the capacity from and after the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”) as the representative for the shareholders of the Company (other than the Seller), Stryve Foods, LLC, a Texas limited liability company, Stryve Foods Holdings, LLC, a Texas limited liability company (the “Seller”), and R. Alex Hawkins, in the capacity from and after the Closing as the representative for the members of the Seller. Notwithstanding the legal form of the Business Combination, pursuant to the Business Combination Agreement, the Business Combination has been accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States ("GAAP"). Under this method of accounting, Stryve Foods, LLC is treated as the acquirer and the Company is treated as the acquired company for financial statement reporting purposes. In connection with the completion of the Business Combination and as contemplated by the Business Combination Agreement, the Company: (i) issued 4,250,000 shares of Class A common stock to private placement investors for aggregate consideration of $ 42.5 million; (ii) the Company issued 1,357,372 shares of Class A common stock, satisfied by the offset of $ 10.9 million of principal and accrued interest under outstanding unsecured promissory notes (the "Bridge Notes") issued by Stryve Foods, LLC to certain investors in a private placement on the closing date of the Business Combination, and (iii) 11,502,355 newly issued non-voting Class B common units of Holdings (the “Seller Consideration Units”) and voting (but non-economic) Class V common stock of the Company (subject to a post-Closing working capital true-up). In addition, the Company's ordinary shares outstanding prior to the Closing were converted into 3,409,949 shares of Class A common stock of the Company without any action of the holders. The Seller will distribute the Seller Consideration Units to its members in accordance with its limited liability company agreement. Prior to July 20, 2021, Stryve Foods, LLC was a “pass-through” (limited liability company) entity for income tax purposes and had no material income tax accounting reflected in its financial statements for financial reporting purposes since taxable income and deductions were “passed through” to its members. Following the consummation of the Business Combination, the combined company is organized in an “Up-C” structure and is now a taxable C corporation in which the business of Stryve Foods, LLC and its subsidiaries is held by Holdings, which is a subsidiary of the Company. By virtue of the Up-C structure, the Company's only direct assets consist of its equity interests in Holdings, an entity of which the Company maintains 100 % voting control. As the member of Holdings with voting control, the Company has full, exclusive and complete discretion to manage and control the business of Stryve Foods, LLC and to take all actions it deems necessary, appropriate, advisable, incidental, or convenient to accomplish the purposes of Stryve Foods, LLC and, accordingly, the financial statements are prepared on a consolidated basis. The financial statements of the Company now account for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, Income taxes. Stryve Foods, LLC has four wholly owned subsidiaries, Biltong Acquisition Company LLC, Braaitime LLC, Protein Brothers, LLC, and Kalahari Snacks, LLC. The consolidated financial statements are under the name of the Company, the legal parent, but represent Stryve Foods, LLC, the legal subsidiary (accounting acquirer) with an adjustment to retrospectively adjust the legal capital to reflect the legal capital as earnings per share (“EPS”). EPS is calculated using the equity structure of the Company, including the equity interests issued to the Seller in the Business Combination. Prior to the Business Combination, EPS is based on Stryve Foods, LLC’s net income and weighted average common shares outstanding on an as exchanged basis that were received in the Business Combination. Subsequent to the Business Combination, EPS is based on the actual number of common shares on an as exchanged basis of the Company outstanding during that period. For any periods prior to the Closing, basic and diluted net income/loss per share have been retroactively adjusted to reflect the reverse recapitalization of the Company utilizing the number of Seller Consideration Units (adjusted as necessary to reflect the capital activity of Stryve Foods, LLC prior to the Closing) as the weighted average shares outstanding for those periods and the actual shares outstanding for any periods after the Closing, all on an as exchanged basis. |
Liquidity
Liquidity | 12 Months Ended |
Dec. 31, 2021 | |
Liquidity [Abstract] | |
Liquidity | Note 2 - Liquidity The Company incurred net losses of approximately $ 32.0 million (including non-cash charges of $ 3.0 million) during the year ended December 31, 2021. Cash used in operating activities was approximately $ 38.2 million for the year ended December 31, 2021. The Company has historically funded its operations with cash flow from operations, equity capital raises, and note payable agreements from shareholders and private investors, in addition to bank loans. Its principal uses of cash have been debt service, capital expenditures and working capital, and funding operations. At December 31, 2021, the Company had total current assets of $ 15.0 million and current liabilities of $ 11.8 million resulting in working capital of $ 3.2 million. At December 31, 2021 , the Company had total assets of $ 36.8 million and total liabilities of $ 20.3 million resulting in stockholders’ equity of $ 16.4 million. The Company's operating plans are primarily focused on expanding its distribution base and increasing awareness of its products and brands while improving and expanding its manufacturing and distribution capabilities. Debt financing may require the Company to pledge assets and enter into covenants that could restrict certain business activities or its ability to incur further indebtedness; and may contain other terms that are not favorable to the Company or its stockholders. While Stryve has materially improved its liquidity position through the Business Combination by repaying $ 10.6 million of debt, the unpredictable nature of the current COVID-19 pandemic may put the current manufacturing facility at risk, as it may relate to the supply chain and the welfare of the Company’s labor. On January 6, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with select accredited investors (the “2022 PIPE Investors”), relating to the issuance and sale of 2,496,934 shares of the Company’s Class A common stock and, in lieu of Class A Common Stock, pre-funded warrants to purchase 7,797,184 shares of Class A common stock (the “PIPE Pre-Funded Warrants”), and accompanying warrants (the “PIPE Warrants”) to purchase up to 10,294,118 shares of Class A common stock with an exercise price equal to $ 3.60 and a term of five years (the “Offering”). The Offering closed on January 11, 2022. The Class A common stock and PIPE Warrants were sold at a combined purchase price of $ 3.40 per share (less $ 0.0001 per share for PIPE Pre-Funded Warrants). The Company received gross proceeds from the Offering of approximately $ 35 million before deducting estimated offering expenses. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. On January 31, 2022, the Company repaid approximately $ 6,841,000 of principal and interest to Origin under the Line of Credit and the outstanding notes, which represented all of the outstanding indebtedness to Origin. The uncertainty of current market conditions could also adversely impact capital markets, with the risk of significant contraction occurring. This risk still is apparent and constantly considered by management, as it relates to external capital availability. Aside from the current COVID-19 impact on customer population, market condition and operational challenges, management tracks other potential risk not necessarily associated with the pandemic. One example is the overall ability of the United States Department of Agriculture (USDA) to materially restrict and/or shut down operations through regulatory oversight. Another is a potential natural disaster or inclement weather at the Oklahoma facility which could serve to disrupt production. Finally, the Company’s leadership is intrinsically tied to the growth, strategic direction and overall delivery of the Company’s product. Should anything occur to leadership, this could be seen as a significant gap and a possible adverse event by external investors in the Company. Based on the Company's cash balance of approximately $ 2.2 million as of December 31, 2021 , the proceeds from the Offering in January 2022, its significantly deleveraged balance sheet as of the date of these financials, and its expected cash flows, the Company believes that its available cash and working capital should be sufficient to fund its operations for at least the next 12 months from the issuance date of these financials and management has greater latitude over expenses with its improved cash position. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 3 - Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all information and footnotes necessary for a complete presentation of financial statements in conformity with GAAP. The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Accounting estimates and assumptions discussed herein are those that management considers to be the most critical to an understanding of the consolidated financial statements because they inherently involve significant judgements and uncertainties. Estimates are used for, but not limited to revenue recognition, allowance for doubtful accounts and customer allowances, useful lives for depreciation and amortization, standard costs of inventory, provisions for inventory obsolescence, impairments of goodwill and long-lived assets, warrant liabilities and valuation allowances for deferred tax assets. All of these estimates reflect management’s judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgements and estimates could change, which may result in future impairments of assets among other effects. Accounts Receivable and Allowance for Doubtful Accounts, Returns, and Deductions Accounts receivable are customer obligations due under normal trade terms. The Company records accounts receivable at their net realizable value, which requires management to estimate the collectability of the Company’s receivables. Judgment is required in assessing the realization of these receivables, including the credit worthiness of each counterparty and the related aging of past due balances. Management provides for an allowance for doubtful accounts equal to the estimated uncollectable amounts, in addition to a general provision based on historical experience. Management provides for the customer accommodations based upon a general prov ision of a percentage of sales in addition to known deductions. The percentage provided was increased from 8 % to 11 % during 2021 based upon the level of deductions processed. As of December 31, 2021 and December 31, 2020, the allowance for doubtful accounts and returns and deductions totaled $ 1,236,497 and $ 1,603,069 , respectively. Total bad debt expense for the year ended December 31, 2021 and 2020 was $ 1,078,302 and $ 744,863 , respectively. Concentration of Credit Risk The balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers' financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal. For the year ended December 31, 2021 and 2020, customers and vendor concentrations in excess of 10% of consolidated sales and purchases are as follows: For the Year Ended December, 31 2021 2020 Customers: Customer A 12 % 27 % Customer B 11 % 13 % Customer C 10 % - Vendor: Vendor A - 19 % As of December 31, 2021 the following customers represented more than 10% of accounts receivable balances. No vendors represented more than 10% of the accounts payable balance: Accounts Accounts Receivable Payable Customers: Customer A 19 % - Customer B 15 % - Vendors: - Vendor A - 10 % Revenue Recognition Policy The Company manufactures and markets a broad range of protein snack products through multiple distribution channels. The products are offered through branded and private label items. Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: (1) Identification of the contract with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, the Company satisfies a performance obligation The Company’s revenue derived from the sale of branded and private label products is considered variable consideration as the contract includes discounts, rebates, incentives and other similar items. Generally, revenue is recognized at the point in time when the customer obtains control of the product, which may occur upon either shipment or delivery of the product. The payment terms of the Company’s contracts are generally net thirty to sixty days , although early pay discounts are offered to customers. The Company regularly experiences customer deductions from amounts invoiced due to product returns, product shortages, and delivery nonperformance penalty fees. This variable consideration is estimated using the expected value approach based on the Company’s historical experience, and it is recognized as a reduction to the transaction price in the same period that the related product sale is recognized. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. Revenue is recognized when the Company satisfies its performance obligations under the contract by transferring the promised product to its customer. The Company’s contracts generally do not include any material significant financing components. Performance Obligations The Company has elected the following practical expedients provided for in Topic 606, Revenue from Contracts with Customers: (1) The Company has excluded from its transaction price all sales and similar taxes collected from its customers. (2) The Company has elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. (3) The Company has elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. (4) The portfolio approach has been elected by the Company as it expects any effects would not be materially different in application at the portfolio level compared with the application at an individual contract level. (5) The Company has elected not to disclose information about its remaining performance obligations for any contract that has an original expected duration of one year or less. Neither the type of good sold nor the location of sale significantly impacts the nature, amount, timing, or uncertainty of revenue and cash flows. Disaggregation of Net Sales The following table shows the net sales of the Company disaggregated by channel for the year ended December 31, 2021 and 2020 (in thousands): For the Year ended December 31, (In thousands) 2021 2020 e-Commerce $ 10,874 $ 6,284 Wholesale 13,654 6,151 Private label 5,554 4,567 Ending balance $ 30,082 $ 17,002 Inventory Inventories consist of raw materials, work in process, and finished goods, are stated at lower of cost or net realizable value determined using the standard cost method. The Company reviews the value of items in inventory and provides write-downs and write-offs of inventory for obsolete, damaged, or expired inventory. Write-downs and write-offs are included in cost of goods sold. Prepaid Media Spend In fiscal 2020, the Company entered into a bartering arrangement with an independent full-service corporate trade company, a vendor, whereas the Company will provide inventory in exchange for media credits. As of December 31, 2021 the Company provided inventory to an independent full-service corporate trade company in exchange for future services. The Company has the right to utilize this asset as credits against future media buying services with this vendor. During 2021, the Company exchanged $ 836,886 of inventory for certain media credits and recorded the transfer of the inventory asset as a reduction of inventory and an increase to a prepaid media asset which is included in "Prepaid media spend" on the accompanying consolidated balance sheet. The Company had $ 1.5 million of unused media credits as of December 31, 2021. The Company can utilize the credits at any time over the five year period following the dates the credits were created. The Company accounts for barter transactions under ASC Topic No. 845 "Nonmonetary Transactions." Barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged, unless the products received have a more readily determinable estimated fair value. Revenue associated with barter transactions is recorded at the time of the exchange of the related assets. Advertising Costs In accordance with ASC 720-35, Advertising Costs, advertising and marketing costs are charged to operations in the period incurred. Advertising and marketing expenses for the year ended December 31, 2021 and 2020 were $ 14,488,125 and $ 6,123,049 respectively and are included in selling expenses in the accompanying statements of operations . Leases In accordance with FASB ASC Topic 842, Leases we determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt, net of debt issuance costs and current maturities in the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Variable payments are not included in ROU assets or lease liabilities and can vary from period to period based on asset usage or our proportionate share of common costs. The implicit rate within our leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. We estimate our incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. The ROU asset also includes any lease prepayments made and any initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have elected not to recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting conclusions about lease identification, lease classification and initial direct costs for lease contracts that exist as of the transition date. The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in Cost of Sales or Selling, General and Administrative in our Consolidated Statements of Income depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in Interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within Cash flows from operating activities and all finance lease principal payments are presented within cash flows from financing activities in our Consolidated Statements of Cash Flows. Goodwill. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in the acquisition of Biltong USA Inc., and Braaitime LLC in 2018. Goodwill is accounted for in accordance with ASC 350, “Intangibles – Goodwill and Other”. Goodwill is reviewed and tested for impairment on a reporting unit level annually. In January 2017, the FASB issued ASU 2017-03, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, effective for periods beginning after December 15, 2019, with an election to adopt early. The ASU requires only a one-step qualitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value. It eliminates Step 2 of the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. A significant amount of judgment is required in estimating fair value and performing goodwill impairment tests. For the years ended December 31, 2021 and 2020 , there was no impairment of goodwill. Intangible Assets On December 11, 2020, the Company’s wholly-owned subsidiary, Kalahari Snacks, LLC, entered into an asset purchase agreement with Kalahari Brands, Inc. consisting principally of its brands and marks, to acquire certain assets and liabilities of Kalahari Brands for a purchase price of $ 5,867,344 . In terms of the asset purchase agreement, a post-closing working capital adjustment was applied to the purchase price. The adjustment of $ 113,237 was applied against the Kalahari Seller Note (See Note 10 - Debt). The brand name is accounted for in accordance with ASC 350, “Intangibles – Goodwill and Other”, and amortized on a straight-line basis over 20 years and reviewed annually for impairment. As of December 31, 2021 , there was no impairment of the intangible asset. Stock Based Compensation Stock-based compensation awards are accounted for in accordance with ASC Topic 718, Compensation –Stock Compensation (ASC 718). The Company expenses the fair value of stock awards granted to employees and members of the board of directors over the requisite service period, which is typically the vesting period. Compensation cost for stock-based awards issued to employees is measured using the estimated fair value at the grant date and is adjusted to reflect actual forfeitures. Stock-based awards issued to non-employees, including directors for non-board-related services, are accounted for based on the fair value of such services received or the fair value of the awards granted on the grant date, whichever is more reliably measured. Stock-based awards subject to service-based vesting conditions are expensed on a straight-line basis over the vesting period. Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company classifies the private warrants issued to Andina's original stockholders (the "Private Warrants") as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. Net Income (Loss) per Share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. However, the Pre-Funded Warrants are included in the calculation of basic earnings per share as the Pre-Funded Warrants can be exercised for nominal value. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where the Company would report a net loss. For any periods prior to the Closing, basic and diluted net income/loss per share have been retroactively adjusted to reflect the reverse recapitalization of the Company utilizing the Seller Consideration Units (adjusted as necessary to reflect the capital activity of the Company prior to the Closing) as the weighted average shares outstanding for those periods and the actual shares outstanding for any periods after the Closing all on an as exchanged basis. As of December 31, 2020 , there were no dilutive securities. As of December 31, 2021 , there were 10,997,500 dilutive common stock equivalents consisting of warrants which were anti-dilutive. Income Taxes The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes, which requires the Company to recognize current tax liabilities or receivables for the amount of taxes as estimated are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. Under the terms of a Tax Receivable Agreement (the “TRA”) as part of the Business Combination Agreement, the Company generally will be required to pay to the Seller 85 % of the applicable cash savings, if any, in U.S. federal and state income tax based on its ownership in Andina Holdings, LLC that the Company is deemed to realize in certain circumstances as a result of the increases in tax basis and certain tax attributes resulting from the Business Combination. This is accounted for in conjunction with the methods used to record income tax described above. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company's policy is to classify assessments, if any, for tax related interest and penalties as a component of income tax expense. As of December 31, 2021 , no liability for unrecognized tax benefits was required to be reported. We do not expect any significant changes in our unrecognized tax benefits in the next year. Tax Receivable Agreement In conjunction with the Business Combination, the Company also entered into a TRA with Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (B) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of December 31, 2021, there have been no exchanges of Class B common units of Holdings and Class V common stock of the Company for Class A common stock of the Company and, accordingly, no TRA liabilities currently exist. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, a line of credit, and vehicle notes payable. The carrying amounts of cash, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement date of these instruments. The line of credit and vehicle notes payable have fixed interest rates the Company believes reflect current market rates for notes of this nature. The Company believes the current carrying value of long-term debt approximates its fair value because the terms are comparable to similar lending arrangements in the marketplace. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. Recent Accounting Standards ASU 2016-02, Leases. In 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance related to accounting for leases. The new guidance requires the recognition of right-of-use (“ROU”) assets and lease liabilities for those leases classified as operating leases under previous guidance. In 2018, the FASB also approved an amendment that would permit the option to adopt the new standard prospectively as of the effective date, without adjusting comparative periods presented. The standard was effective for the Company in 2021. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The standard includes multiple key provisions, including removal of certain exceptions to ASC 740, Income Taxes, and simplification in several other areas such as accounting for a franchise tax that is partially based on income. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 , including interim periods within those fiscal years. Adoption of this new standard did no t have an impact to our disclosures. In October 2020, the FASB issued ASU No. 2020-10 “Codification Improvements.” The new accounting rules improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50) that had only been included in the Other Presentation Matters Section (Section 45) of the Codification. Additionally, the new rules also clarify guidance across various topics including defined benefit plans, foreign currency transactions, and interest expense. The standard was effective for the Company in the first quarter of 2021 . Adoption of this new standard did no t have an impact to our disclosures. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4 - Inventory As of December 31, 2021 and 2020 inventory consisted of the following: As of As of December 31, December 31, 2021 2020 Raw materials $ 2,188,284 $ 1,068,259 Work in process 2,128,894 190,610 Finished goods 2,898,803 2,114,164 Total Inventory $ 7,215,981 $ 3,373,033 As of December 31, 2021 and 2020, the reserve for slow moving and obsolete inventory was $ 170,482 and $ 444,485 , respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5 - Prepaid Expenses and Other Current Assets As of December 31, 2021 and 2020 prepaid expenses and other current assets consisted of the following: As of As of December 30, December 31, 2021 2020 Insurance $ 940,588 $ 38,384 Marketing and advertising 195,876 $ 153,181 Vendor deposits 927,108 $ 121,318 Other 191,967 $ 216,347 $ 2,255,539 $ 529,230 |
Property & Equipment
Property & Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | Note 6 - Property & Equipment As of December 31, 2021 and 2020 property and equipment consisted of the following: As of As of December 31, December 31, 2021 2020 Plant and equipment $ 6,291,019 $ 5,507,377 Furniture and fixtures 41,201 35,421 Leasehold improvements 2,329,725 1,922,332 Website 111,002 111,002 Land 242,333 242,333 Building 1,399,200 1,399,200 Total cost 10,414,480 9,217,665 Less accumulated depreciation ( 3,588,585 ) ( 2,372,532 ) Property and equipment, net $ 6,825,895 $ 6,845,132 Depreciation expense for the year ended December 31, 2021 and 2020 was $ 1,376,495 and $ 1,290,128 respectively. |
Intangible Asset
Intangible Asset | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Asset | Note 7 – Intangible Asset As of December 31, 2021 and 2020 , intangible assets consisting of the acquired brand assets of Kalahari had a balance of $ 4,604,359 and $ 4,962,834 respectively. As of December 31, 2021 , management estimated that the remaining useful life of the Company's intangible asset was approximately 19 years . The estimated future amortization of intangibles subject to amortization at December 31, 2021 was as follows: 5 Year Schedule 2022 $ 242,335 2023 242,335 2024 242,335 2025 242,335 2026 242,335 Thereafter 3,392,686 Total remaining amortization $ 4,604,359 Amortization expense for the year ended December 31, 2021 was $ 245,238 . There was no amortization in 2020. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Note 8 – Accrued Expenses As of December 31, 2021 and 2020 accrued expenses consisted of the following: As of As of December 30, December 31, 2021 2020 Interest payable $ 34,612 $ 976,032 Insurance liability - 15,813 Deferred rent 34,226 - Payroll liabilities 622,619 296,036 State Taxes 10,900 - Broker and commission payables 21,354 68,093 Marketing and advertising payables 329,530 6,250 Credit card payables 206,586 201,116 Capital raise payables - 94,978 Professional fees payable 156,400 - Other 218,751 52,066 $ 1,634,978 $ 1,710,384 |
Line of Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Line of Credit | Note 9 - Line of Credit The balance on the Company's existing line of credit (the "Line of Credit") was $ 3,500,000 as of December 31, 2021 and 2020. The Line of Credit was secured by all assets of the Company and was guaranteed by certain directors of the Company. The Line of Credit was subject to certain covenants, including requirements for debt service coverage ratio, tangible net worth ratio, and liquidity requirements, as outlined in the agreement. Effective December 15, 2021, the maturity date was extended to January 31, 2022 , and the waiver for debt covenants was extended to January 31, 2022 . The Company paid off the Line of Credit on January 28, 2022. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 10 - Debt As of December 31, 2021 and 2020 debt consisted of the following: As of As of December 31, December 31, 2021 2020 Long-term debt $ 1,566,598 $ 5,677,505 Short-term debt 2,000,000 7,745,843 Related party notes payable - 3,001,366 Convertible Notes, net of subscriptions to members - 8,254,390 Payroll protection loan - 1,669,552 Other notes payable - 212,066 Line of credit 3,500,000 3,500,000 Total notes payable 7,066,598 30,060,722 Less: current portion ( 3,447,056 ) ( 22,649,995 ) Less: line of credit ( 3,500,000 ) ( 3,500,000 ) Notes payable, net of current portion 119,542 3,910,727 Deferred financing fees - ( 36,492 ) Total notes payable, net $ 119,542 $ 3,874,235 Long-Term Debt Outstanding as of December 31, 2021 Unless otherwise stated, collateralized loans are secured by the net book value of the assets of the Company, totaling $ 36,775,368 as of December 31, 2021 and $ 26,237,131 as of December 31, 2020 On August 17, 2018, the Company entered into a promissory note agreement with Origin Bank (“CapEx”) with a limit on borrowings of $ 2,240,000 . As of December 31, 2021 and 2020, the principal amount due on the CapEx was $ 1,304,896 and $ 1,521,874 , respectively. This note was repaid in full on January 28, 2022 . On December 3, 2018, the Company entered into a business loan agreement with First United Bank and Trust Co. (“Loan Agreement”), for a principal balance of $ 89,001 . The Loan Agreement calls for monthly principal and interest payments of $ 1,664 , at an interest rate of 4.49 % per annum, and matures on December 15, 2023. The principal amount due on the Loan Agreement was $ 38,136 and $ 55,893 as of December 31, 2021 and December 31, 2020 respectively. The Loan Agreement is secured by the vehicles acquired with the loan having a carrying value which approximates the outstanding loan balance. On March 12, 2021, the Company entered into a note payable agreement (“Broken Stone Agreement”) with Broken Stone Investments, LLC. for the principal amount of $ 200,000 , bearing interest at 5 % per annum, with all principal and accrued interest thereon due and payable at maturity of June 1, 2023 . The Broken Stone Agreement calls for monthly principal and interest payments of $ 8,774 to commence on July 1, 2021 through maturity on June 1, 2023 . As of December 31, 2021, the balance on this loan was $ 154,088 . Retired during the twelve months ended December 31, 2021 On January 24, 2018, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement”) for the principal amount of $ 1,000,000 . The balance as of December 31, 2020 was $ 156,866 , which was repaid in full. On February 9, 2018, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement 2”) for the principal amount of $ 1,000,000 . The balance as of December 31, 2020 was $ 156,510 , which was repaid in full. On June 29, 2018, the Company entered into a promissory note agreement with Origin Bank (“Mortgage”) for the principal amount of $ 1,240,000 . The balance as of December 31, 2020 was $ 1,160,547 , which was satisfied in full with the proceeds of the sale-leaseback of the Madill property. On January 14, 2020, the Company entered into a promissory note agreement with an individual investor, (“Promissory Note”) for a principal balance of $ 250,000 . The balance as of December 31, 2020 was $ 250,000 , which was repaid in full. On January 16, 2020, the Company entered into a loan and security agreement (“Lender Agreement”) with Montgomery Capital Partners III, LP, (the “Lender”) for a principal balance up to $ 2,000,000 . The balance as of December 31, 2020 was $ 1,888,318 , which was repaid in full. Short-Term Debt Outstanding as of December 31, 2021 Effective December 15, 2021, the maturity date on all notes outstanding with Origin Bank were extended to January 31, 2022 under similar terms, and the waiver for debt covenants was extended to January 31, 2022 . The debt covenants were released upon the repayment of the notes with Origin Bank on January 28, 2022. On June 23, 2020, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement 3”) for the principal amount of $ 2,000,000 . The Security Agreement 3 called for interest only payments beginning August 5, 2020 through September 5, 2020 , at an interest rate of 5 % per annum, with the entire balance maturing on October 5, 2020 . The maturity date was extended to January 3 1, 2022 . The Security Agreement 3 was secured by the assets of the Company and guaranteed by certain directors of the Company. As of December 31, 2021 , the principal amount due on Security Agreement 3 was $ 2,000,000 . This note was repaid in full on January 28, 2022 . Retired during the twelve months ended December 31, 2021 On July 15, 2019, the Company entered into a note payable agreement (“VM Agreement”) with Van Maren Financial (USA), Inc. for the principal amount of $ 2,000,000 , which was increased to $ 3,250,000 effective December 15, 2019. This note was repaid in full. On April 6, 2020, the Company entered into a secondary loan and security agreement (“Lender Agreement 2”) with Montgomery Capital Partners III, LP, with a schedule of lenders, for a principal balance of $ 2,700,000 , which was repaid in full. On December 11, 2020, the Company entered into a note payable agreement (“Kalahari Seller Note”) as a result of the transaction to acquire certain assets of Kalahari Brands, Inc., in the principal sum of $ 3,245,843 , which was repaid in full. On March 25, 2021, the Company entered into a note payable agreement (“VM Agreement #2”) with Van Maren Financial (USA), Inc. for the principal amount of $ 4,610,000 , which was repaid in full. On May 24, 2021, the Company entered into a note payable agreement (“CVI Agreement”) with CVI Investments, Inc. for the principal amount of $ 2,300,000 , which was repaid in full. On June 30, 2021, the Company entered into a note payable agreement (“ICBT Agreement”) with ICBT Holdings, Ltd. for the principal amount of up to $ 1,666,667 of which $ 833,333 of principal was drawn, which was repaid in full. On June 30, 2021, the Company entered into a note payable agreement (“MCA #4 Agreement”) with Montgomery Capital Partners IV, LP. for the principal amount of up to $ 2,900,000 , which was repaid in full. Related Party Notes Payable On January 13, 2021, the Company entered into a note payable agreement with a principal balance of $ 1,600,000 (the “Member Note Payable”) with a member of the Company. The Member Note Payable bears interest at 6 % per annum. Principal and accrued interest of the Member Note Payable was exchanged for participation in the Bridge Notes on January 28, 2021. The Company then entered into an additional Bridge Note with the same member with a principal balance of $ 190,000 on January 28, 2021. The Bridge Notes were satisfied in full by the Company in exchange for Class A common stock upon the consummation of the Business Combination on July 20, 2021. Effective January 28, 2021, the VM Agreement was amended to extend the maturity date to June 30, 2021 , and the Company subsequently paid off all outstanding principal and accrued interest on February 2, 2021 . Effective March 25, 2021, the Company entered into VM Agreement #2 totaling $ 4,610,000 , at 12 % interest per annum and a maturity date of September 30, 2021 . As of June 30, 2021, $ 4,610,000 of this amount had been drawn from the lender. This loan was repaid in full on July 20, 2021 . Interest expense on related party notes payable totaled $ 34,926 and $ 202,112 for the year ended December 31, 2021 and 2020, respectively. Convertible Notes From August 19, 2019 through December 2, 2019, the Company entered into multiple convertible note agreements (the “2019 Convertible Notes”) totaling $ 5,414,390 . The 2019 Convertible Notes were to mature 24 months after issuance, and bore interest at a rate of 6 % per annum and were payable upon maturity. Upon a triggering event or maturity, the 2019 Convertible Notes were to convert into preferred units based upon the calculations defined in the 2019 Convertible Note agreements. The 2019 Convertible Notes were subordinate in right of payment to all current and future indebtedness of the Company. From January 1, 2020, through July 1, 2020, the Company entered into multiple convertible note agreements (the “2020 Convertible Notes”) with various lenders totaling $ 2,840,000 . The 2020 Convertible Notes were to mature 24 months after issuance, and bore interest at a rate of 6 % per annum and were payable upon maturity. Upon a triggering event or maturity, the 2020 Convertible Notes were to convert into preferred units based upon the calculations defined in the 2020 Convertible Note agreements. The 2020 Convertible Notes were subordinate in right of payment to all current and future indebtedness of the Company. The terms of the 2020 Convertible Notes and 2019 Convertible Notes (collectively the “Convertible Notes”) were substantively the same. In the presentation of the financial statements, the Convertible Notes are shown net of subscriptions due from certain members and officers of the Company totaling $ 1,650,000 of principal. Pursuant to the Closing of the Business Combination, the Convertible Notes were amended by Seller (as successor by merger to Stryve Foods, LLC) and a majority of the noteholders of the Convertible Notes to allow for a conversion into the Series 3 preferred units of Seller. Effective January 28, 2021, the Company entered into several note agreements that could be satisfied in full by the Company in exchange for Class A common stock upon the consummation of the Business Combination (the “Bridge Notes”) totaling $ 10,600,000 , at 6 % interest and maturity dates of October 31, 2021 . Upon the Closing of the Business Combination, the Company issued $ 10.9 million of Class A common stock satisfying, by offset, the full principal and interest accrued under the Bridge Notes. Other Notes Payable The Company holds various financing and lease agreements with original principal balances ranging from $ 20,000 through $ 50,000 for the year ended December 31, 2021. The vehicle financing agreements call for monthly principal and interest payments ranging from $ 368 through $ 585 and bear interest at fixed rates ranging from 3.89 % through 6.81 % per annum. Outstanding principal and accrued interest are due at maturity, ranging from October 12, 2022 through September 13, 2024 . The principal amount due on the agreements was $ 102,779 as of December 31, 2021 . The financing agreements are secured by vehicles with a net book value of $ 68,257 as of December 31, 2021. The Other Notes Payable, Related Party Notes Payable, and Seller Notes are subordinated to the Line of Credit. Future minimum principal payments on the notes payable as of December 31, 2021: 2022 $ 6,947,056 2023 93,943 2024 18,267 2025 7,332 2026 - $ 7,066,598 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 11 - Income Taxes The Company is subject to federal and state income taxes with respect to its allocable share of any taxable income or loss of Andina Holdings, LLC, which includes operations of Stryve Foods, LLC, as well as any standalone income or loss the Company generates. Andina Holdings, LLC is treated as a partnership for federal income tax purposes, and for most applicable state and local income tax purposes, and generally does not pay income taxes in most jurisdictions. Instead, Andina Holdings, LLC taxable income or loss is passed through to its members, including the Company. Despite its partnership treatment, Andina Holdings, LLC is liable for income taxes in those states not recognizing its pass-through status and for certain of its subsidiaries not taxed as pass-through entities. Prior to the BCA, the loss at Stryve Foods, LLC was passed through to its members and therefore recorded no tax provision in prior periods. As a result, the disclosures below reflect only the period ending December 31, 2021. The components of income (loss) before income taxes, which includes the pre and post IPO periods during the year ended December 31, 2021, were as follows: December 31, 2021 Domestic $ ( 31,959,650 ) Foreign - Income before income taxes and NCI $ ( 31,959,650 ) Significant components of income tax expense (benefit) were as follows: December 31, 2021 Current income taxes: Federal $ - State 30,272 Foreign - Total current income taxes $ 30,272 Deferred income taxes: Federal $ - State - Foreign - Total deferred income taxes $ - Other tax expense (benefit) Income tax expense (benefit) $ 30,272 A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21 % to income tax (expense) benefit was as follows: December 31, 2021 U.S. federal income taxes at statutory rate $ ( 6,711,527 ) State and local income tax, net of federal benefit $ 30,272 Permanent tax adjustments $ - Pre-IPO Income $ 3,677,549 Noncontrolling interest $ 1,700,704 FMV of Warrant $ ( 53,088 ) Remeasurement of TRA $ - Change in valuation allowance $ 1,386,362 Other $ - Income tax expense (benefit) $ 30,272 The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 31, 2021: December 31, 2021 Deferred Tax Assets Investment in partnership $ 6,877,827 Net Operating Loss 1,575,425 163(j) 160,527 Deferred Tax Assets $ 8,613,779 Valuation Allowance ( 8,613,779 ) Net deferred tax asset $ - Deferred Tax Liabilities Other ( 67,223 ) Deferred Tax Liabilities ( 67,223 ) Net deferred tax asset/ (liability) $ ( 67,223 ) On March 27, 2020, the U.S. federal government enacted the Coronavirus Aid, Relief and Economic Security Act (the CARES Act) and on December 27, 2020 enacted the Consolidated Appropriations Act, 2021, neither of which had a material impact on the Company's provision for income taxes. Valuation Allowance The Company recorded a valuation allowance of $ 8.6 million at December 31, 2021. In determining the need for a valuation allowance, the Company assessed the available positive and negative evidence to estimate whether future taxable income would be generated to permit use of the existing deferred tax assets (“DTA's”). As of December 31, 2021, a significant piece of objective negative evidence evaluated was the three-year cumulative loss before taxes. Such objective evidence limits the ability to consider other subjective evidence, such as projections for future growth. The Company determined that there is uncertainty regarding the utilization of certain DTAs such as the investment in Andina Holdings, LLC, federal and state operating losses and state net operating losses, and the interest expense limitation. Therefore, a valuation allowance has been recorded against the DTAs for which it is more-likely-than-not they will not be realized. The amount of DTA considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are reduced or increased or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as projections for growth. Management has established a 100 % valuation allowance against the deferred tax assets as management does not believe it is more likely than not that these assets will be realized. The Company's valuation allowance increased by approximately $ 8.6 million in 2021. December 31, 2021 Beginning balance $ - Charged to costs and expenses 1,386,362 Charged to equity 7,227,417 Ending balance $ 8,613,779 Upon audit, tax authorities may challenge all or part of a tax position. A tax position successfully challenged by a taxing authority could result in an adjustment to our provision for income taxes in the period in which a final determination is made. The Company did not maintain any unrecognized tax benefits as of December 31, 2021. Net Operating Loss Carryforwards The Company has tax net operating loss (NOL) carryforwards related to its US federal and state operations of approximately $ 6.5 million as of December 31, 2021. The federal NOLs are carried forward indefinitely and the state NOLs will expire between 2036 and 2041 . The Company is subject to taxation in the United States and various state jurisdictions and as of December 31, 2021, the Company is not currently under U.S. federal or state income tax examinations by tax authorities. Tax Receivable Agreement Liability In conjunction with the Business Combination, the Company also entered into a TRA with the Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (B) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of December 31, 2021 , there have been no exchanges of Class B common units of Holdings and Class V common stock of the Company for Class A common stock of the Company. As of December 31, 2021 , the Company has recorded a full valuation allowance against its net deferred tax assets as the realizability of the tax benefit is not at the more likely than not threshold. Since the benefit has not been recorded, the Company has determined that the TRA liability is not probable and therefore no TRA liability exists as of December 31, 2021 . |
Shareholders_ Equity
Shareholders’ Equity | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 12 - Shareholders’ Equity The Company’s Amended and Restated Certificate of Incorporation (“Charter”) authorizes the issuance of 610,000,000 shares, of which 400,000,000 shares are Class A common stock, par value $ 0.0001 per share, 200,000,000 shares of Class V common stock, par value $ 0.0001 per share, and 10,000,000 shares of preferred stock, par value $ 0.0001 per share. Warrants The Company has outstanding 10,997,500 warrants outstanding of which 10,800,000 are public warrants and 197,500 are Private Warrants. Each warrant represents the right to purchase an equal number of shares of the Company’s Class A common stock. Each redeemable warrant entitles the registered holder to purchase one share of Class A common stock at a price of $ 11.50 , subject to adjustment on or after July 20, 2021. The warra nts expire on July 20, 2026 . • The Company may call the public warrants for redemption (but not the Private Warrants), in whole and not in part, at a price of $ .01 per Public Warrant: • at any time while the Public Warrants are exercisable, • upon not less than 30 days’ prior written notice of redemption to each public warrant holder, • if, and only if, the reported last sale price of shares of Class A common stock equals or exceeds $ 18.00 per share, for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to public warrant holders, and • if, and only if, there is a current registration statement in effect with respect to shares of Class A common stock underlying such public warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. The right to exercise will be forfeited unless the warrants are exercised prior to the date specified in the notice of redemption. Private Warrants The Company has agreed that so long as the Private Warrants are still held by our initial shareholders or their affiliates, it will not redeem such Private Warrants and will allow the holders to exercise such Private Warrants on a cashless basis (even if a registration statement covering shares of Class A common stock issuable upon exercise of such warrants is not effective). As of December 31, 2021 there were 197,500 Private W arrants outstanding. Pre-Funded Warrants On September 15, 2021, the Company entered into a Share Repurchase Agreement with various entities (collectively, the “Investors”) whereby the Company repurchased an aggregate of 800,000 shares of Class A common stock (the “Repurchase Shares”) from the Investors. The purchase price for the Repurchase Shares was the issuance of an aggregate of 800,000 pre-funded warrants to acquire an equal number of shares of Class A common stock (the “Pre-Funded Warrants”). The Pre-Funded Warrants do not expire and are exercisable at any time after their original issuance. The Pre-Funded Warrants may not be exercised by the holder to the extent that the holder, together with its affiliates that report together as a group under the beneficial ownership rules, would beneficially own, after such exercise more than 9.99 % of Stryve’s issued and outstanding Class A common stock. In the event of a fundamental transaction, as described in the Pre-Funded Warrants, the holders of the Pre-Funded Warrants will be entitled to receive upon exercise of the Pre-Funded Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such fundamental transaction without regard to any limitations on exercise contained in the Pre-Funded Warrants. Stryve Foods, Inc. 2021 Omnibus Incentive Plan (the “Incentive Plan”) The Incentive Plan allows the Company to grant stock options, restricted stock unit awards and other awards at levels determined appropriate by its board of directors and/or compensation committee. The Incentive Plan also allows the Company to use a broad array of equity incentives and performance cash incentives in order to secure and retain the services of its employees, directors and consultants, and to provide long-term incentives that align the interests of its employees, directors and consultants with the interests of its stockholders. The Incentive Plan is administered by the Company’s board of directors or its compensation committee, or any other committee or subcommittee or one or more of its officers to whom authority has been delegated (collectively, the “Administrator”). The Administrator has the authority to interpret the Incentive Plan and award agreements entered into with respect to the Incentive Plan; to make, change and rescind rules and regulations relating to the Incentive Plan; to make changes to, or reconcile any inconsistency in, the Incentive Plan or any award agreement covering an award; and to take any other actions needed to administer the Incentive Plan. The Incentive Plan permits the Administrator to grant stock options, stock appreciation rights (“SARs”), performance shares, performance units, shares of Class A common stock, restricted stock, restricted stock units (“RSUs”), cash incentive awards, dividend equivalent units, or any other type of award permitted under the Incentive Plan. The Administrator may grant any type of award to any participant it selects, but only employees of the Company or its subsidiaries may receive grants of incentive stock options within the meaning of Section 422 of the Internal Revenue Code. Awards may be granted alone or in addition to, in tandem with, or (subject to the repricing prohibition described below) in substitution for any other award (or any other award granted under another plan of the Company or any affiliate, including the plan of an acquired entity). The Company has reserved a total of 2,564,960 shares of Class A common stock for issuance pursuant to the Incentive Plan. The number of shares reserved for issuance under the Incentive Plan will be reduced on the date of the grant of any award by the maximum number of shares, if any, with respect to which such award is granted. However, an award that may be settled solely in cash will not deplete the Incentive Plan’s share reserve at the time the award is granted. If (a) an award expires, is canceled, or terminates without issuance of shares or is settled in cash, (b) the Administrator determines that the shares granted under an award will not be issuable because the conditions for issuance will not be satisfied, (c) shares are forfeited under an award, (d) shares are issued under any award and the Company reacquires them pursuant to its reserved rights upon the issuance of the shares, (e) shares are tendered or withheld in payment of the exercise price of an option or as a result of the net settlement of outstanding stock appreciation rights or (f) shares are tendered or withheld to satisfy federal, state or local tax withholding obligations, then those shares are added back to the reserve and may again be used for new awards under the Incentive Plan. However, shares added back to the reserve pursuant to clauses (d), (e) or (f) in the preceding sentence may not be issued pursuant to incentive stock options. As of December 31, 2021 , 1,749,526 shares of Class A common stock remain available for issuance under the Incentive Plan. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 13 - Stock Based Compensation The Company's stock-based awards that result in compensation expense consist of restricted stock units (RSUs) and restricted stock awards (RSAs). As of December 31, 2021 , the Company had 1,749,526 shares available for grant under its stock plans. As of December 31, 2021 , the total unrecognized compensation cost related to all unvested stock-based compensation awards was $ 3.8 million is expected to be recognized over the next four years . RSUs generally vest over three years and RSAs generally vest from one to four years . Restricted Stock Units (RSUs) The following table summarizes the Company's RSU activity: Weighted Average Restricted Stock Award Date Fair Value Units Per Share Restricted Stock at January 1, 2021 - $ - Added 403,000 $ 5.21 Forfeiture ( 500 ) $ 5.16 Vested ( 3,500 ) $ 5.73 Restricted Stock at December 31, 2021 399,000 $ 5.20 The fair value of RSUs is determined based on the closing market price of the Company's stock on the grant date. There were 3,500 RSUs that vested in 2021. Restricted Stock Awards (RSAs) The following table summarizes the Company's RSA activity: Weighted Average Weighted Average Restricted Stock Award Date Fair Value Director Award Date Fair Value Awards Per Share Stock Awards Per Share Restricted Stock at January 1, 2021 - $ — Added 578,250 $ 5.45 22,184 $ 5.70 Forfeiture ( 187,500 ) $ 5.73 $ — Vested ( 62,250 ) $ 5.33 ( 22,184 ) $ 5.70 Restricted Stock at December 31, 2021 328,500 $ 5.31 - $ — The fair value of RSAs is determined based on the closing market price of the Company's stock on the grant date. There were 62,250 RSAs that vested in 2021. Stock Based Compensation Expense The Company has a long-term incentive plan under which the Compensation Committee of the Board of Directors has the authority to grant share-based awards to Company employees and non-employees. Share based compensation costs associated with RSUs and RSAs grants are recorded as a separate component of Selling Expenses on the consolidated statements of income. Share-based compensation expense for service-based awards that contain a graded vesting schedule is recognized net of estimated forfeitures for plan participants on a straight-line basis. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 14 - Fair Value Measurements The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Observable inputs such as quoted prices (unadjusted), for identical instruments in active markets. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. The following table presents information about the Company’s liability measured at fair value on a recurring basis at December 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Liabilities: Warrant liability - Private Warrants 3 $ 128,375 $ - Private Warrants The Private Warrants were accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the Company’s consolidated balance sheet. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the consolidated statement of operations. The Private Warrants were valued using a binomial lattice model incorporating the Cox-Ross-Rubenstein methodology, which is considered to be a Level 3 fair value measurement. The Private Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs. The key inputs into the binomial lattice model incorporating the Cox-Ross-Rubenstein methodology for the Private Warrants were as follows as at December 31, 2021: Input July 20, December 31, Risk-free interest rate 0.7 % 1.2 % Dividend yield 0.0 % 0.0 % Selected volatility 31.5 % 49.7 % Exercise price $ 11.50 $ 11.50 Market stock price $ 9.20 $ 3.95 On December 31, 2021 , the Private Warrants were determined to have a fair value of $ 0.58 per warrant for an aggregate fair value of $ 128,375 . The following table presents the change in the fair value of warrant liabilities for the period: Warrant Fair Values Private Fair value as of July 20, 2021 $ 381,175 Change in fair value ( 252,800 ) Fair value as of December 31, 2021 $ 128,375 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 15 - Related Party Transactions Loan Agreements. In addition to the related party notes payable outlined in Note 10, the Company entered into agreements with certain members and officers of the Company, including Convertible Notes, in the aggregate principal amount of $ 1,650,000 ("Related Party Convertible Notes") and offsetting note receivable agreements in the aggregate principal amount of $ 1,650,000 . The note receivables of $ 1,650,000 and the accrued interest of $ 50,869 were forgiven in connection with the Business Combination on July 20, 2021. The forgiveness of these note receivables resulted in non-cash compensation expense of $ 1,700,869 in the year ended December 31, 2021 . The Related Party Convertible Notes were converted into Series 3 units of the Seller on the same terms as the Convertible Notes. Interest expense on the Related Party Convertible Notes totaled $ 54,518 for the year ended December 31, 2021. Sale and Leaseback . On May 26, 2021 , the Company entered into a Purchase and Sale Agreement with OK Biltong Facility, LLC (“Buyer”), an entity controlled by a member of the Company’s board of directors, pursuant to which the parties consummated a sale and leaseback transaction (the “Sale and Leaseback Transaction”) of the Company’s manufacturing facility and the surrounding property in Madill, Oklahoma (the “Real Property”) for a total purchase price of $ 7,500 thousand. In connection with the consummation of the Sale and Leaseback Transaction, the Company entered into a lease agreement (the “Lease Agreement”) with Buyer pursuant to which the Company leased back the Real Property from Buyer for an initial term of twelve ( 12 ) years unless earlier terminated or extended in accordance with the terms of the Lease Agreement. Under the Lease Agreement, the Company’s financial obligations include base rent of approximately $ 60,000 per month, which rent will increase on an annual basis at two percent ( 2 %) over the initial term and two-and-a-half percent ( 2.5 %) during any extension term. The Company is also responsible for all monthly expenses related to the leased facility, including insurance premiums, taxes and other expenses, such as utilities. Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five ( 5 ) years for each such option and a one-time right and option to purchase the Real Property at a price that escalates over time and, if Buyer decides to sell the Real Property, the Company has a right of first refusal to purchase the Real Property on the same terms offered to any third party. Management determined that the sale and leaseback transaction contained continuing involvement and thus used the financing method consistent with ASC 842. The transfer did not qualify as a sale, hence it is considered a "failed" sale and both parties account for it as a financing transaction. Accordingly, a financing obligation related to the operating lease in the amount of the sale price ($ 7,500 thousand) has been booked and the corresponding assets on the balance sheet are maintained. Under the finance method, rental payments are applied as amortization and/or interest expense on the financing obligation as appropriate using an assumed interest rate. The Company is accounting for these as interest only payments because the Company's incremental cost to borrow when applied to the financing obligation is greater than the rental payments under the Lease Agreement. The Company recognized interest expense of $ 417,983 during the year ended December 31, 2021. Other . During the year ended December 31, 2021, the Company purchased approximatel y $ 258,401 in g oods from an entity controlled by a member of the Company’s Board of Directors (the "Related Party Manufacturer"). The balance owed to the Related Party Manufacturer at December 31, 2021 was $ 70,482 . The Company did not purchase goods from the Related Party Manufacturer in prior periods. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 16 - Commitments and Contingencies Operating Leases The Company held two lease agreements for office and warehouse space in Texas as of December 31, 2021. The Company’s lease contracts have remaining terms ranging from 5 years to 6 years , some of which may include options to extend the leases for up to 5 years . Rent expense under the leases was $ 363,971 for the year ended December 31, 2021. Rent expense includes month-to-month rental payments for facilities preceding the commencement of the lease agreement. Other Balance Sheet information related to operating leases was as follows: December 31, 2021 2020 Operating leases, Right-of-use assets, net $ 767,382 $ - Weighted average remaining lease term, in years 5 Weighted Average Discount Rate 5 % - The following table presents the balance of Operating lease obligations: Operating lease liabilities (current) $ 168,482 $ - Operating lease liabilities (long-term) $ 598,900 $ - Total operating lease liabilities $ 767,382 $ - Future minimum payments required under the lease agreements as of December 31, 2021 follows: 2022 $ 236,439 2023 242,830 2024 249,278 2025 116,309 2026 29,604 Total lease payments $ 874,460 Less: imputed interest 107,078 Present value of lease liabilities $ 767,382 Litigation The Company may be a party to routine claims brought against it in the ordinary course of business. After consulting with legal counsel, the Company does not believe that the outcome of any such pending or threatened litigation will have a material adverse effect on its financial condition or results of operations. However, as is inherent in legal proceedings, there is a risk that an unpredictable decision adverse to the Company could be reached. The Company records legal costs associated with loss contingencies as incurred. Settlements are accrued when, and if, they become probable and estimable. A former employee asserted that the Company owed in excess of $ 1 million in unpaid commissions, unreimbursed expenses, and disputed the value of their class B profits interest that Stryve Foods, LLC repurchased upon his resignation from the business. All disputes with the former employee have been resolved pursuant to a confidential settlement without any admission of wrongdoing by either party. Registration Rights Agreements The Company is a party to various registration rights agreements with certain stockholders where it may be required to register securities for such stockholders in certain circumstances. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated financial statements were issued. Based upon this review, other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements. On January 6, 2022, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with select accredited investors (the “2022 PIPE Investors”), relating to the issuance and sale of 2,496,934 shares of the Company’s Class A common stock and, in lieu of Class A common stock, pre-funded warrants to purchase 7,797,184 shares of Class A common stock (the “PIPE Pre-Funded Warrants”), and accompanying warrants (the “PIPE Warrants”) to purchase up to 10,294,118 shares of Class A common stock with an exercise price equal to $ 3.60 and a term of five years (the “Offering”). The Offering closed on January 11, 2022. The Class A common stock and PIPE Warrants were sold at a combined purchase price of $ 3.40 per share (less $ 0.0001 per share for PIPE Pre-Funded Warrants). The Company received gross proceeds from the Offering of approximately $ 35 million before deducting estimated offering expenses. The securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder. On January 31, 2022, the Company repaid approximately $ 6,841,000 of principal and interest to Origin under the Line of Credit and the outstanding notes, which represented all of the outstanding indebtedness to Origin. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and include all information and footnotes necessary for a complete presentation of financial statements in conformity with GAAP. The Company’s consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and the accompanying notes. Accounting estimates and assumptions discussed herein are those that management considers to be the most critical to an understanding of the consolidated financial statements because they inherently involve significant judgements and uncertainties. Estimates are used for, but not limited to revenue recognition, allowance for doubtful accounts and customer allowances, useful lives for depreciation and amortization, standard costs of inventory, provisions for inventory obsolescence, impairments of goodwill and long-lived assets, warrant liabilities and valuation allowances for deferred tax assets. All of these estimates reflect management’s judgment about current economic and market conditions and their effects based on information available as of the date of these consolidated financial statements. If such conditions persist longer or deteriorate further than expected, it is reasonably possible that the judgements and estimates could change, which may result in future impairments of assets among other effects. |
Accounts Receivable and Allowance for Doubtful Accounts, Returns, and Deductions | Accounts Receivable and Allowance for Doubtful Accounts, Returns, and Deductions Accounts receivable are customer obligations due under normal trade terms. The Company records accounts receivable at their net realizable value, which requires management to estimate the collectability of the Company’s receivables. Judgment is required in assessing the realization of these receivables, including the credit worthiness of each counterparty and the related aging of past due balances. Management provides for an allowance for doubtful accounts equal to the estimated uncollectable amounts, in addition to a general provision based on historical experience. Management provides for the customer accommodations based upon a general prov ision of a percentage of sales in addition to known deductions. The percentage provided was increased from 8 % to 11 % during 2021 based upon the level of deductions processed. As of December 31, 2021 and December 31, 2020, the allowance for doubtful accounts and returns and deductions totaled $ 1,236,497 and $ 1,603,069 , respectively. Total bad debt expense for the year ended December 31, 2021 and 2020 was $ 1,078,302 and $ 744,863 , respectively. |
Concentration of Credit Risk | Concentration of Credit Risk The balance sheet items that potentially subject the Company to concentrations of credit risk are primarily cash and accounts receivable. The Company continuously evaluates the credit worthiness of its customers' financial condition and generally does not require collateral. The Company maintains cash balances in bank accounts that may, at times, exceed Federal Deposit Insurance Corporation (“FDIC”) limits of $ 250,000 per institution. The Company incurred no losses from such accounts and management considers the risk of loss to be minimal. For the year ended December 31, 2021 and 2020, customers and vendor concentrations in excess of 10% of consolidated sales and purchases are as follows: For the Year Ended December, 31 2021 2020 Customers: Customer A 12 % 27 % Customer B 11 % 13 % Customer C 10 % - Vendor: Vendor A - 19 % As of December 31, 2021 the following customers represented more than 10% of accounts receivable balances. No vendors represented more than 10% of the accounts payable balance: Accounts Accounts Receivable Payable Customers: Customer A 19 % - Customer B 15 % - Vendors: - Vendor A - 10 % |
Revenue Recognition Policy | Revenue Recognition Policy The Company manufactures and markets a broad range of protein snack products through multiple distribution channels. The products are offered through branded and private label items. Generally, the Company considers all revenues as arising from contracts with customers. Revenue is recognized based on the five-step process outlined in the Accounting Standards Codification (“ASC”) 606: (1) Identification of the contract with a customer (2) Identification of the performance obligations in the contract (3) Determination of the transaction price (4) Allocation of the transaction price to the performance obligations in the contract (5) Recognition of revenue when, or as, the Company satisfies a performance obligation The Company’s revenue derived from the sale of branded and private label products is considered variable consideration as the contract includes discounts, rebates, incentives and other similar items. Generally, revenue is recognized at the point in time when the customer obtains control of the product, which may occur upon either shipment or delivery of the product. The payment terms of the Company’s contracts are generally net thirty to sixty days , although early pay discounts are offered to customers. The Company regularly experiences customer deductions from amounts invoiced due to product returns, product shortages, and delivery nonperformance penalty fees. This variable consideration is estimated using the expected value approach based on the Company’s historical experience, and it is recognized as a reduction to the transaction price in the same period that the related product sale is recognized. Based on the Company’s analysis of the new revenue standards, revenue recognition from the sale of finished goods to customers, which represents substantially all of the Company’s revenues, was not impacted by the adoption of the new revenue standards. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products to customers. Revenue is recognized when the Company satisfies its performance obligations under the contract by transferring the promised product to its customer. The Company’s contracts generally do not include any material significant financing components. Performance Obligations The Company has elected the following practical expedients provided for in Topic 606, Revenue from Contracts with Customers: (1) The Company has excluded from its transaction price all sales and similar taxes collected from its customers. (2) The Company has elected to recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset that the entity otherwise would have recognized is one year or less. (3) The Company has elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations. (4) The portfolio approach has been elected by the Company as it expects any effects would not be materially different in application at the portfolio level compared with the application at an individual contract level. (5) The Company has elected not to disclose information about its remaining performance obligations for any contract that has an original expected duration of one year or less. Neither the type of good sold nor the location of sale significantly impacts the nature, amount, timing, or uncertainty of revenue and cash flows. Disaggregation of Net Sales The following table shows the net sales of the Company disaggregated by channel for the year ended December 31, 2021 and 2020 (in thousands): For the Year ended December 31, (In thousands) 2021 2020 e-Commerce $ 10,874 $ 6,284 Wholesale 13,654 6,151 Private label 5,554 4,567 Ending balance $ 30,082 $ 17,002 |
Inventory | Inventory Inventories consist of raw materials, work in process, and finished goods, are stated at lower of cost or net realizable value determined using the standard cost method. The Company reviews the value of items in inventory and provides write-downs and write-offs of inventory for obsolete, damaged, or expired inventory. Write-downs and write-offs are included in cost of goods sold. |
Prepaid Media Spend | Prepaid Media Spend In fiscal 2020, the Company entered into a bartering arrangement with an independent full-service corporate trade company, a vendor, whereas the Company will provide inventory in exchange for media credits. As of December 31, 2021 the Company provided inventory to an independent full-service corporate trade company in exchange for future services. The Company has the right to utilize this asset as credits against future media buying services with this vendor. During 2021, the Company exchanged $ 836,886 of inventory for certain media credits and recorded the transfer of the inventory asset as a reduction of inventory and an increase to a prepaid media asset which is included in "Prepaid media spend" on the accompanying consolidated balance sheet. The Company had $ 1.5 million of unused media credits as of December 31, 2021. The Company can utilize the credits at any time over the five year period following the dates the credits were created. The Company accounts for barter transactions under ASC Topic No. 845 "Nonmonetary Transactions." Barter transactions with commercial substance are recorded at the estimated fair value of the products exchanged, unless the products received have a more readily determinable estimated fair value. Revenue associated with barter transactions is recorded at the time of the exchange of the related assets. |
Advertising Costs | Advertising Costs In accordance with ASC 720-35, Advertising Costs, advertising and marketing costs are charged to operations in the period incurred. Advertising and marketing expenses for the year ended December 31, 2021 and 2020 were $ 14,488,125 and $ 6,123,049 respectively and are included in selling expenses in the accompanying statements of operations . |
Leases | Leases In accordance with FASB ASC Topic 842, Leases we determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (ROU) assets, current operating lease liabilities, and noncurrent operating lease liabilities in the consolidated balance sheets. Finance leases are included in property, plant and equipment, current maturities of long-term debt, and long-term debt, net of debt issuance costs and current maturities in the consolidated balance sheets. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of future minimum lease payments over the lease term at commencement date. Variable payments are not included in ROU assets or lease liabilities and can vary from period to period based on asset usage or our proportionate share of common costs. The implicit rate within our leases is generally not determinable and, therefore, the incremental borrowing rate at lease commencement is utilized to determine the present value of lease payments. We estimate our incremental borrowing rate based on third-party lender quotes to obtain secured debt in a like currency for a similar asset over a timeframe similar to the term of the lease. The ROU asset also includes any lease prepayments made and any initial direct costs incurred and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. We have elected not to recognize ROU assets or lease liabilities for leases with a term of 12 months or less. The Company has elected the “package of practical expedients” and as a result is not required to reassess its prior accounting conclusions about lease identification, lease classification and initial direct costs for lease contracts that exist as of the transition date. The Company accounts for each lease and any non-lease components associated with that lease as a single lease component for all asset classes. Recognition, measurement and presentation of expenses and cash flows arising from a lease will depend on classification as a finance or operating lease. Operating lease expense is recognized on a straight-line basis over the lease term, whereas the amortization of finance lease assets is recognized on a straight-line basis over the shorter of the estimated useful life of the underlying asset or the lease term. Operating lease expense and finance lease amortization are presented in Cost of Sales or Selling, General and Administrative in our Consolidated Statements of Income depending on the nature of the leased item. Interest expense on finance lease obligations is recorded over the lease term and is presented in Interest expense, based on the effective interest method. All operating lease cash payments and interest on finance leases are presented within Cash flows from operating activities and all finance lease principal payments are presented within cash flows from financing activities in our Consolidated Statements of Cash Flows. |
Goodwill | Goodwill. Goodwill represents the excess of the purchase price over the fair value of the net assets acquired in the acquisition of Biltong USA Inc., and Braaitime LLC in 2018. Goodwill is accounted for in accordance with ASC 350, “Intangibles – Goodwill and Other”. Goodwill is reviewed and tested for impairment on a reporting unit level annually. In January 2017, the FASB issued ASU 2017-03, “Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, effective for periods beginning after December 15, 2019, with an election to adopt early. The ASU requires only a one-step qualitative impairment test, whereby a goodwill impairment loss will be measured as the excess of a reporting unit’s carrying amount over its fair value. It eliminates Step 2 of the current two-step goodwill impairment test, under which a goodwill impairment loss is measured by comparing the implied fair value of a reporting unit’s goodwill with the carrying amount of that goodwill. A significant amount of judgment is required in estimating fair value and performing goodwill impairment tests. For the years ended December 31, 2021 and 2020 , there was no impairment of goodwill. |
Intangible Assets | Intangible Assets On December 11, 2020, the Company’s wholly-owned subsidiary, Kalahari Snacks, LLC, entered into an asset purchase agreement with Kalahari Brands, Inc. consisting principally of its brands and marks, to acquire certain assets and liabilities of Kalahari Brands for a purchase price of $ 5,867,344 . In terms of the asset purchase agreement, a post-closing working capital adjustment was applied to the purchase price. The adjustment of $ 113,237 was applied against the Kalahari Seller Note (See Note 10 - Debt). The brand name is accounted for in accordance with ASC 350, “Intangibles – Goodwill and Other”, and amortized on a straight-line basis over 20 years and reviewed annually for impairment. As of December 31, 2021 , there was no impairment of the intangible asset. |
Stock Based Compensation | Stock Based Compensation Stock-based compensation awards are accounted for in accordance with ASC Topic 718, Compensation –Stock Compensation (ASC 718). The Company expenses the fair value of stock awards granted to employees and members of the board of directors over the requisite service period, which is typically the vesting period. Compensation cost for stock-based awards issued to employees is measured using the estimated fair value at the grant date and is adjusted to reflect actual forfeitures. Stock-based awards issued to non-employees, including directors for non-board-related services, are accounted for based on the fair value of such services received or the fair value of the awards granted on the grant date, whichever is more reliably measured. Stock-based awards subject to service-based vesting conditions are expensed on a straight-line basis over the vesting period. |
Warrant Liability | Warrant Liability The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Accordingly, the Company classifies the private warrants issued to Andina's original stockholders (the "Private Warrants") as liabilities at their fair value and adjusts the warrants to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company reports both basic and diluted earnings per share. Basic earnings per share is calculated based on the weighted average number of shares of common stock outstanding and excludes the dilutive effect of warrants, stock options, and other types of convertible securities. However, the Pre-Funded Warrants are included in the calculation of basic earnings per share as the Pre-Funded Warrants can be exercised for nominal value. Diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding and the dilutive effect of stock options, warrants and other types of convertible securities are included in the calculation. Dilutive securities are excluded from the diluted earnings per share calculation if their effect is anti-dilutive, such as in periods where the Company would report a net loss. For any periods prior to the Closing, basic and diluted net income/loss per share have been retroactively adjusted to reflect the reverse recapitalization of the Company utilizing the Seller Consideration Units (adjusted as necessary to reflect the capital activity of the Company prior to the Closing) as the weighted average shares outstanding for those periods and the actual shares outstanding for any periods after the Closing all on an as exchanged basis. As of December 31, 2020 , there were no dilutive securities. As of December 31, 2021 , there were 10,997,500 dilutive common stock equivalents consisting of warrants which were anti-dilutive. |
Income Taxes | Income Taxes The Company accounts for income taxes pursuant to the asset and liability method of ASC 740, Income Taxes, which requires the Company to recognize current tax liabilities or receivables for the amount of taxes as estimated are payable or refundable for the current year, and deferred tax assets and liabilities for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts and their respective tax bases of assets and liabilities and the expected benefits of net operating loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period enacted. A valuation allowance is provided when it is more likely than not that a portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income and the reversal of deferred tax liabilities during the period in which related temporary differences become deductible. Under the terms of a Tax Receivable Agreement (the “TRA”) as part of the Business Combination Agreement, the Company generally will be required to pay to the Seller 85 % of the applicable cash savings, if any, in U.S. federal and state income tax based on its ownership in Andina Holdings, LLC that the Company is deemed to realize in certain circumstances as a result of the increases in tax basis and certain tax attributes resulting from the Business Combination. This is accounted for in conjunction with the methods used to record income tax described above. The Company follows the provisions of ASC 740-10 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740-10 prescribes a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The benefit of tax positions taken or expected to be taken in the Company income tax returns is recognized in the financial statements if such positions are more likely than not of being sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits”. A liability is recognized (or amount of net operating loss carryover or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740-10. Interest costs and related penalties related to unrecognized tax benefits are required to be calculated, if applicable. The Company's policy is to classify assessments, if any, for tax related interest and penalties as a component of income tax expense. As of December 31, 2021 , no liability for unrecognized tax benefits was required to be reported. We do not expect any significant changes in our unrecognized tax benefits in the next year. |
Tax Receivable Agreement | Tax Receivable Agreement In conjunction with the Business Combination, the Company also entered into a TRA with Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 % of the amount of savings, if any, in U.S. federal, state, local and foreign income tax that the Company actually realizes as a result of (A) tax basis adjustments resulting from taxable exchanges of Class B common units of Holdings and Class V common stock of the Company acquired by the Company in exchange for Class A common stock of the Company and (B) tax deductions in respect of portions of certain payments made under the TRA. All such payments to the Seller are the obligations of the Company. As of December 31, 2021, there have been no exchanges of Class B common units of Holdings and Class V common stock of the Company for Class A common stock of the Company and, accordingly, no TRA liabilities currently exist. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, a line of credit, and vehicle notes payable. The carrying amounts of cash, accounts receivable, and accounts payable approximate their respective fair values because of the short-term maturities or expected settlement date of these instruments. The line of credit and vehicle notes payable have fixed interest rates the Company believes reflect current market rates for notes of this nature. The Company believes the current carrying value of long-term debt approximates its fair value because the terms are comparable to similar lending arrangements in the marketplace. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. |
Recent Accounting Standards | Recent Accounting Standards ASU 2016-02, Leases. In 2016, the Financial Accounting Standards Board (“FASB”) issued new guidance related to accounting for leases. The new guidance requires the recognition of right-of-use (“ROU”) assets and lease liabilities for those leases classified as operating leases under previous guidance. In 2018, the FASB also approved an amendment that would permit the option to adopt the new standard prospectively as of the effective date, without adjusting comparative periods presented. The standard was effective for the Company in 2021. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes”. The standard includes multiple key provisions, including removal of certain exceptions to ASC 740, Income Taxes, and simplification in several other areas such as accounting for a franchise tax that is partially based on income. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 , including interim periods within those fiscal years. Adoption of this new standard did no t have an impact to our disclosures. In October 2020, the FASB issued ASU No. 2020-10 “Codification Improvements.” The new accounting rules improve the consistency of the Codification by including all disclosure guidance in the appropriate Disclosure Section (Section 50) that had only been included in the Other Presentation Matters Section (Section 45) of the Codification. Additionally, the new rules also clarify guidance across various topics including defined benefit plans, foreign currency transactions, and interest expense. The standard was effective for the Company in the first quarter of 2021 . Adoption of this new standard did no t have an impact to our disclosures. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Customers and Vendor Concentrations | For the year ended December 31, 2021 and 2020, customers and vendor concentrations in excess of 10% of consolidated sales and purchases are as follows: For the Year Ended December, 31 2021 2020 Customers: Customer A 12 % 27 % Customer B 11 % 13 % Customer C 10 % - Vendor: Vendor A - 19 % As of December 31, 2021 the following customers represented more than 10% of accounts receivable balances. No vendors represented more than 10% of the accounts payable balance: Accounts Accounts Receivable Payable Customers: Customer A 19 % - Customer B 15 % - Vendors: - Vendor A - 10 % |
Summary of Net Sales Disaggregated by Channel | The following table shows the net sales of the Company disaggregated by channel for the year ended December 31, 2021 and 2020 (in thousands): For the Year ended December 31, (In thousands) 2021 2020 e-Commerce $ 10,874 $ 6,284 Wholesale 13,654 6,151 Private label 5,554 4,567 Ending balance $ 30,082 $ 17,002 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | As of December 31, 2021 and 2020 inventory consisted of the following: As of As of December 31, December 31, 2021 2020 Raw materials $ 2,188,284 $ 1,068,259 Work in process 2,128,894 190,610 Finished goods 2,898,803 2,114,164 Total Inventory $ 7,215,981 $ 3,373,033 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | As of December 31, 2021 and 2020 prepaid expenses and other current assets consisted of the following: As of As of December 30, December 31, 2021 2020 Insurance $ 940,588 $ 38,384 Marketing and advertising 195,876 $ 153,181 Vendor deposits 927,108 $ 121,318 Other 191,967 $ 216,347 $ 2,255,539 $ 529,230 |
Property & Equipment (Tables)
Property & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | As of December 31, 2021 and 2020 property and equipment consisted of the following: As of As of December 31, December 31, 2021 2020 Plant and equipment $ 6,291,019 $ 5,507,377 Furniture and fixtures 41,201 35,421 Leasehold improvements 2,329,725 1,922,332 Website 111,002 111,002 Land 242,333 242,333 Building 1,399,200 1,399,200 Total cost 10,414,480 9,217,665 Less accumulated depreciation ( 3,588,585 ) ( 2,372,532 ) Property and equipment, net $ 6,825,895 $ 6,845,132 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Estimated Future Amortization of Intangibles | The estimated future amortization of intangibles subject to amortization at December 31, 2021 was as follows: 5 Year Schedule 2022 $ 242,335 2023 242,335 2024 242,335 2025 242,335 2026 242,335 Thereafter 3,392,686 Total remaining amortization $ 4,604,359 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | As of December 31, 2021 and 2020 accrued expenses consisted of the following: As of As of December 30, December 31, 2021 2020 Interest payable $ 34,612 $ 976,032 Insurance liability - 15,813 Deferred rent 34,226 - Payroll liabilities 622,619 296,036 State Taxes 10,900 - Broker and commission payables 21,354 68,093 Marketing and advertising payables 329,530 6,250 Credit card payables 206,586 201,116 Capital raise payables - 94,978 Professional fees payable 156,400 - Other 218,751 52,066 $ 1,634,978 $ 1,710,384 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt | As of December 31, 2021 and 2020 debt consisted of the following: As of As of December 31, December 31, 2021 2020 Long-term debt $ 1,566,598 $ 5,677,505 Short-term debt 2,000,000 7,745,843 Related party notes payable - 3,001,366 Convertible Notes, net of subscriptions to members - 8,254,390 Payroll protection loan - 1,669,552 Other notes payable - 212,066 Line of credit 3,500,000 3,500,000 Total notes payable 7,066,598 30,060,722 Less: current portion ( 3,447,056 ) ( 22,649,995 ) Less: line of credit ( 3,500,000 ) ( 3,500,000 ) Notes payable, net of current portion 119,542 3,910,727 Deferred financing fees - ( 36,492 ) Total notes payable, net $ 119,542 $ 3,874,235 |
Future Minimum Principal Payments of Debt | Future minimum principal payments on the notes payable as of December 31, 2021: 2022 $ 6,947,056 2023 93,943 2024 18,267 2025 7,332 2026 - $ 7,066,598 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income (Loss) Before Income Taxes | The components of income (loss) before income taxes, which includes the pre and post IPO periods during the year ended December 31, 2021, were as follows: December 31, 2021 Domestic $ ( 31,959,650 ) Foreign - Income before income taxes and NCI $ ( 31,959,650 ) |
Schedule of Significant Components of Income Tax Expense (Benefit) | Significant components of income tax expense (benefit) were as follows: December 31, 2021 Current income taxes: Federal $ - State 30,272 Foreign - Total current income taxes $ 30,272 Deferred income taxes: Federal $ - State - Foreign - Total deferred income taxes $ - Other tax expense (benefit) Income tax expense (benefit) $ 30,272 |
Schedule of Reconciliation of Income Taxes Computed at U.S. Federal Statutory Income Tax Rate | A reconciliation of income taxes computed at the U.S. federal statutory income tax rate of 21 % to income tax (expense) benefit was as follows: December 31, 2021 U.S. federal income taxes at statutory rate $ ( 6,711,527 ) State and local income tax, net of federal benefit $ 30,272 Permanent tax adjustments $ - Pre-IPO Income $ 3,677,549 Noncontrolling interest $ 1,700,704 FMV of Warrant $ ( 53,088 ) Remeasurement of TRA $ - Change in valuation allowance $ 1,386,362 Other $ - Income tax expense (benefit) $ 30,272 |
Schedule of Components of Deferred Tax Assets and Liabilities | The tax effect of temporary differences that gave rise to significant components of deferred tax assets and liabilities consisted of the following at December 31, 2021: December 31, 2021 Deferred Tax Assets Investment in partnership $ 6,877,827 Net Operating Loss 1,575,425 163(j) 160,527 Deferred Tax Assets $ 8,613,779 Valuation Allowance ( 8,613,779 ) Net deferred tax asset $ - Deferred Tax Liabilities Other ( 67,223 ) Deferred Tax Liabilities ( 67,223 ) Net deferred tax asset/ (liability) $ ( 67,223 ) |
Summary of Valuation Allowance | The Company's valuation allowance increased by approximately $ 8.6 million in 2021. December 31, 2021 Beginning balance $ - Charged to costs and expenses 1,386,362 Charged to equity 7,227,417 Ending balance $ 8,613,779 |
Stock Based Compensation (Table
Stock Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Restricted Stock Unit and Restricted Stock Awards Activity | The following table summarizes the Company's RSU activity: Weighted Average Restricted Stock Award Date Fair Value Units Per Share Restricted Stock at January 1, 2021 - $ - Added 403,000 $ 5.21 Forfeiture ( 500 ) $ 5.16 Vested ( 3,500 ) $ 5.73 Restricted Stock at December 31, 2021 399,000 $ 5.20 The following table summarizes the Company's RSA activity: Weighted Average Weighted Average Restricted Stock Award Date Fair Value Director Award Date Fair Value Awards Per Share Stock Awards Per Share Restricted Stock at January 1, 2021 - $ — Added 578,250 $ 5.45 22,184 $ 5.70 Forfeiture ( 187,500 ) $ 5.73 $ — Vested ( 62,250 ) $ 5.33 ( 22,184 ) $ 5.70 Restricted Stock at December 31, 2021 328,500 $ 5.31 - $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value Assets Measured on Recurring Basis | The following table presents information about the Company’s liability measured at fair value on a recurring basis at December 31, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Liabilities: Warrant liability - Private Warrants 3 $ 128,375 $ - |
Schedule of Binomial Lattice Model for Private Warrants | The key inputs into the binomial lattice model incorporating the Cox-Ross-Rubenstein methodology for the Private Warrants were as follows as at December 31, 2021: Input July 20, December 31, Risk-free interest rate 0.7 % 1.2 % Dividend yield 0.0 % 0.0 % Selected volatility 31.5 % 49.7 % Exercise price $ 11.50 $ 11.50 Market stock price $ 9.20 $ 3.95 |
Schedule of Changes in Fair Value of Warrant Liabilities | The following table presents the change in the fair value of warrant liabilities for the period: Warrant Fair Values Private Fair value as of July 20, 2021 $ 381,175 Change in fair value ( 252,800 ) Fair value as of December 31, 2021 $ 128,375 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of Other Balance Sheet Information Related to Operating Leases | Other Balance Sheet information related to operating leases was as follows: December 31, 2021 2020 Operating leases, Right-of-use assets, net $ 767,382 $ - Weighted average remaining lease term, in years 5 Weighted Average Discount Rate 5 % - The following table presents the balance of Operating lease obligations: Operating lease liabilities (current) $ 168,482 $ - Operating lease liabilities (long-term) $ 598,900 $ - Total operating lease liabilities $ 767,382 $ - |
Schedule of Future Minimum Payments Required under Lease Agreement | Future minimum payments required under the lease agreements as of December 31, 2021 follows: 2022 $ 236,439 2023 242,830 2024 249,278 2025 116,309 2026 29,604 Total lease payments $ 874,460 Less: imputed interest 107,078 Present value of lease liabilities $ 767,382 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) $ in Millions | Jul. 20, 2021 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Percentage of voting control | 100.00% | |
Class A Common Stock [Member] | Bridge Notes [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Aggregate consideration | $ 10.9 | |
Business Combination Agreement [Member] | Bridge Notes [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Payment of principal and accrued interest | $ 10.9 | |
Business Combination Agreement [Member] | Non-Voting Class B Common Units [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period, shares, new issues | 11,502,355 | |
Business Combination Agreement [Member] | Class A Common Stock [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Conversion of ordinary shares, shares issued | 3,409,949 | |
Business Combination Agreement [Member] | Class A Common Stock [Member] | Bridge Notes [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period, shares, new issues | 1,357,372 | |
Business Combination Agreement [Member] | Class A Common Stock [Member] | Private Placement Investors [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period, shares, new issues | 4,250,000 | |
Aggregate consideration | $ 42.5 |
Liquidity - Additional Informat
Liquidity - Additional Information (Details) - USD ($) | Jan. 31, 2022 | Jan. 06, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Net operating losses | $ (32,000,000) | ||||
Non-cash charges | 3,000,000 | ||||
Cash used in operating activities | (38,240,865) | $ (15,786,259) | |||
Total current assets | 15,038,992 | 5,421,958 | |||
Current liabilities | 11,848,032 | 31,699,763 | |||
Working capital | 3,200,000 | ||||
Total assets | 36,775,368 | 26,237,131 | |||
Total liabilities | 20,333,269 | 35,573,998 | |||
Stockholders equity | 16,442,099 | (9,336,867) | $ (5,814,478) | ||
Repayment of debt | 10,600,000 | ||||
Cash and cash equivalents | $ 2,217,191 | $ 591,634 | |||
Subsequent Event [Member] | |||||
Gross proceeds from the offering | $ 35,000,000 | ||||
Repayment of line of credit and outstanding | $ 6,841,000 | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | |||||
Issuance and sale of shares | 2,496,934 | ||||
Sale of unit price per share | $ 3.60 | ||||
Warrant offering term | 5 years | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | PIPE Pre-Funded Warrants [Member] | |||||
Issuance and sale of shares | 7,797,184 | ||||
Warrant price per share | $ 0.0001 | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | PIPE Warrants [Member] | |||||
Sale of unit price per share | $ 3.40 | ||||
Subsequent Event [Member] | Class A Common Stock [Member] | PIPE Warrants [Member] | Maximum [Member] | |||||
Issuance and sale of shares | 10,294,118 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) - USD ($) | Dec. 11, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Allowance for doubtful accounts and returns and deductions | $ 1,236,497 | $ 1,603,069 | |
Bad debt expense | $ 1,078,302 | $ 744,863 | |
Provision percentage of sales upon level of deductions | 11.00% | 8.00% | |
Impairment of goodwill | $ 0 | $ 0 | |
Revenue practical expedient, incremental cost of obtaining contract [true/false] | true | ||
Inventory exchanged during period | $ 836,886 | ||
Prepaid media spend | 1,500,000 | ||
Advertising and marketing expenses | 14,488,125 | 6,123,049 | |
Intangible assets, purchase adjustments | 113,237 | ||
Purchase price to acquire assets and liabilities | $ 1,511,900 | ||
Impairment of intangible assets | 0 | ||
Unrecognized tax benefits | $ 0 | ||
Percentage of savings required to be paid to the seller | 85.00% | ||
TRA liabilities | $ 0 | ||
Cash, FDIC insured amount | $ 250,000 | ||
Anti-dilutive securities | 10,997,500 | 0 | |
ASU 2019-12 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Dec. 15, 2020 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
ASU 2020-10 [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Mar. 31, 2021 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in accounting principle, accounting standards update, immaterial effect | true | ||
Minimum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract with customers payment terms | 30 days | ||
Maximum [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Contract with customers payment terms | 60 days | ||
Asset Purchase Agreement [Member] | Kalahari Brands, Inc [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Purchase price to acquire assets and liabilities | $ 5,867,344 | ||
Tax Receivable Agreement [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Percentage of savings required to be paid to the seller | 85.00% | ||
Brand Name [Member] | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Amortization period of intangible assets | 20 years |
Significant Accounting Polici_5
Significant Accounting Policies - Additional Information (Details 1) | Dec. 31, 2021 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2022-01-01 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items] | |
Remaining performance obligation expected to be recognized period | 1 year |
Significant Accounting Polici_6
Significant Accounting Policies - Summary of Customers and Vendor Concentrations (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Consolidated Sales and Purchases [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 12.00% | 27.00% |
Consolidated Sales and Purchases [Member] | Customer Concentration Risk [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 11.00% | 13.00% |
Consolidated Sales and Purchases [Member] | Customer Concentration Risk [Member] | Customer C [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 10.00% | |
Consolidated Sales and Purchases [Member] | Vendor Concentration Risk [Member] | Vendor A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 19.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 19.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 15.00% | |
Accounts Payable [Member] | Vendor Concentration Risk [Member] | Vendor A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration percentage | 10.00% |
Significant Accounting Polici_7
Significant Accounting Policies - Summary of Net Sales Disaggregated by Channel (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 30,081,577 | $ 17,002,052 |
e-Commerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 10,874,000 | 6,284,000 |
Wholesale [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 13,654,000 | 6,151,000 |
Private Label [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 5,554,000 | $ 4,567,000 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,188,284 | $ 1,068,259 |
Work in process | 2,128,894 | 190,610 |
Finished goods | 2,898,803 | 2,114,164 |
Total Inventory | $ 7,215,981 | $ 3,373,033 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Reserve for slow moving and obsolete inventory | $ 170,482 | $ 444,485 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expenses and Other Current Assets [Abstract] | ||
Insurance | $ 940,588 | $ 38,384 |
Marketing and advertising | 195,876 | 153,181 |
Vendor deposits | 927,108 | 121,318 |
Other | 191,967 | 216,347 |
Prepaid expenses and other current assets | $ 2,255,539 | $ 529,230 |
Property & Equipment - Schedule
Property & Equipment - Schedule of Property and Equipment (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 10,414,480 | $ 9,217,665 |
Less accumulated depreciation | (3,588,585) | (2,372,532) |
Property and equipment, net | 6,825,895 | 6,845,132 |
Plant and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 6,291,019 | 5,507,377 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 41,201 | 35,421 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 2,329,725 | 1,922,332 |
Website [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 111,002 | 111,002 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | 242,333 | 242,333 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total cost | $ 1,399,200 | $ 1,399,200 |
Property & Equipment - Addition
Property & Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 1,376,495 | $ 1,290,128 |
Intangible Asset - Additional I
Intangible Asset - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible asset, net | $ 4,604,359 | $ 4,962,834 |
Amortization expense | $ 245,238 | $ 0 |
Remaining useful life of intangible asset | 19 years |
Intangible Asset - Schedule of
Intangible Asset - Schedule of Estimated Future Amortization of Intangibles (Details) | Dec. 31, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2022 | $ 242,335 |
2023 | 242,335 |
2024 | 242,335 |
2025 | 242,335 |
2026 | 242,335 |
Thereafter | 3,392,686 |
Total remaining amortization | $ 4,604,359 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Interest Payable | $ 34,612 | $ 976,032 |
Insurance liability | 15,813 | |
Deferred rent | 34,226 | |
Payroll liabilities | 622,619 | 296,036 |
State Taxes | 10,900 | |
Broker and commission payables | 21,354 | 68,093 |
Marketing and advertising payables | 329,530 | 6,250 |
Credit card payables | 206,586 | 201,116 |
Capital raise payables | 94,978 | |
Professional fees payable | 156,400 | |
Other | 218,751 | 52,066 |
Accrued Liabilities | $ 1,634,978 | $ 1,710,384 |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Details) - USD ($) | Dec. 31, 2021 | Dec. 15, 2021 | Dec. 31, 2020 |
Line of Credit Facility [Line Items] | |||
Line of credit outstanding | $ 3,500,000 | $ 3,500,000 | |
Line of credit extended maturity date | Jan. 31, 2022 | ||
Waiver for debt covenants extended date | Jan. 31, 2022 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long term debt | $ 1,566,598 | $ 5,677,505 |
Short term debt | 2,000,000 | 7,745,843 |
Related party notes payable | 3,001,366 | |
Convertible Notes, net of subscriptions to members | 8,254,390 | |
Payroll protection loan | 1,669,552 | |
Other notes payable | 212,066 | |
Line of credit | 3,500,000 | 3,500,000 |
Total notes payable | 7,066,598 | 30,060,722 |
Less: current portion | (3,447,056) | (22,649,995) |
Less: line of credit | (3,500,000) | (3,500,000) |
Notes payable, net of current portion | 119,542 | 3,910,727 |
Deferred financing fees | (36,492) | |
Total notes payable, net | $ 119,542 | $ 3,874,235 |
Debt - Long Term and Short Term
Debt - Long Term and Short Term Debt - Additional Information (Details) - USD ($) | Dec. 15, 2021 | Mar. 25, 2021 | Mar. 12, 2021 | Jun. 23, 2020 | Dec. 03, 2018 | Dec. 31, 2021 | Jul. 20, 2021 | Jun. 30, 2021 | Jun. 04, 2021 | Feb. 02, 2021 | Dec. 31, 2020 | Jan. 16, 2020 | Jan. 14, 2020 | Jul. 15, 2019 | Aug. 17, 2018 | Jun. 29, 2018 | Feb. 09, 2018 | Jan. 24, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, principal amount due | $ 7,066,598 | |||||||||||||||||
VM Agreement 2 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2021 | |||||||||||||||||
Debt instrument, principal amount | $ 4,610,000 | |||||||||||||||||
Debt instrument, interest rate | 12.00% | |||||||||||||||||
Promissory Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | $ 250,000 | $ 250,000 | ||||||||||||||||
Origin Bank [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Jan. 31, 2022 | |||||||||||||||||
Debt instrument, covenant waiver extended date | Jan. 31, 2022 | |||||||||||||||||
Collateralized loans secured by net book value | $ 36,775,368 | 26,237,131 | ||||||||||||||||
Origin Bank [Member] | Security Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | 156,866 | $ 1,000,000 | ||||||||||||||||
Origin Bank [Member] | Security Agreement 2 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | 156,510 | $ 1,000,000 | ||||||||||||||||
Origin Bank [Member] | Mortgage [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | 1,160,547 | $ 1,240,000 | ||||||||||||||||
Origin Bank [Member] | Promissory Note [Member] | Security Agreement 3 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Oct. 5, 2020 | Jan. 31, 2022 | ||||||||||||||||
Debt instrument, principal amount | $ 2,000,000 | |||||||||||||||||
Debt instrument, periodic interest payment, start date | Aug. 5, 2020 | |||||||||||||||||
Debt instrument, periodic interest payment, end date | Sep. 5, 2020 | |||||||||||||||||
Short term debt interest rate | 5.00% | |||||||||||||||||
Short term debt carrying amount | $ 2,000,000 | |||||||||||||||||
Debt instrument, repayment date | Jan. 28, 2022 | |||||||||||||||||
Origin Bank [Member] | Promissory Note [Member] | CapEx [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, principal amount due | $ 1,304,896 | 1,521,874 | ||||||||||||||||
Debt instrument, maximum borrowing capacity | $ 2,240,000 | |||||||||||||||||
Debt instrument, repayment date | Jan. 28, 2022 | |||||||||||||||||
First United Bank and Trust Co. [Member] | Loan Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, principal amount | $ 89,001 | |||||||||||||||||
Debt instrument, interest rate | 4.49% | |||||||||||||||||
Debt instrument, principal amount due | $ 38,136 | 55,893 | ||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | |||||||||||||||||
Debt instrument, periodic payment | $ 1,664 | |||||||||||||||||
Montgomery Capital Partners III, LP [Member] | Lender Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | $ 1,888,318 | $ 2,000,000 | ||||||||||||||||
Montgomery Capital Partners III, LP [Member] | Lender Agreement 2 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | $ 2,700,000 | |||||||||||||||||
Van Maren Financial (USA), Inc. [Member] | Notes payable [Member] | VM Agreement [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, principal amount | $ 2,000,000 | |||||||||||||||||
Debt instrument, retired amount | $ 3,250,000 | |||||||||||||||||
Van Maren Financial (USA), Inc. [Member] | Notes payable [Member] | VM Agreement 2 [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | $ 4,610,000 | |||||||||||||||||
Kalahari Brands, Inc. [Member] | Notes payable [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, principal amount | $ 3,245,843 | |||||||||||||||||
Broken Stone Investments, LLC. [Member] | Promissory Note [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, maturity date | Jun. 1, 2023 | |||||||||||||||||
Debt instrument, principal amount | $ 200,000 | |||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | |||||||||||||||||
Debt instrument, periodic payment | $ 8,774 | |||||||||||||||||
Debt instrument, periodic interest payment, start date | Jul. 1, 2021 | |||||||||||||||||
Debt instrument, periodic interest payment, end date | Jun. 1, 2023 | |||||||||||||||||
Short term debt interest rate | 5.00% | |||||||||||||||||
Short term debt carrying amount | $ 154,088 | |||||||||||||||||
CVI Investments, Inc. [Member] | Notes payable [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | 2,300,000 | |||||||||||||||||
ICBT Holdings, Limited [Member] | Notes payable [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | 1,666,667 | |||||||||||||||||
Amount draw down | 833,333 | |||||||||||||||||
Montgomery Capital Partners IV, LP [Member] | Notes payable [Member] | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, retired amount | $ 2,900,000 |
Debt - Related Party, Convertib
Debt - Related Party, Convertible and Other Notes Payable - Additional Information (Details) - USD ($) | Jul. 20, 2021 | Mar. 25, 2021 | Jan. 28, 2021 | Dec. 02, 2019 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 13, 2021 |
Debt Instrument [Line Items] | ||||||||
Interest expense on related party notes payable | $ 34,926 | $ 202,112 | ||||||
Member Notes Payable [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 190,000 | $ 1,600,000 | ||||||
Debt instrument, interest rate | 6.00% | |||||||
Debt instrument, maturity date | Jun. 30, 2021 | |||||||
Debt instrument repaid date | Feb. 2, 2021 | |||||||
Convertible debt conversion basis | Principal and accrued interest of the Member Note Payable was exchanged for participation in the Bridge Notes on January 28, 2021. | |||||||
VM Agreement 2 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 4,610,000 | |||||||
Debt instrument, interest rate | 12.00% | |||||||
Debt instrument, maturity date | Sep. 30, 2021 | |||||||
Debt instrument repaid date | Jul. 20, 2021 | |||||||
Debt instrument amount drawn | $ 4,610,000 | |||||||
2019 Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 5,414,390 | |||||||
Debt instrument, interest rate | 6.00% | |||||||
Debt instrument maturity period | 24 months | |||||||
Convertible debt conversion basis | Upon a triggering event or maturity, the 2019 Convertible Notes were to convert into preferred units based upon the calculations defined in the 2019 Convertible Note agreements. | |||||||
2020 Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 2,840,000 | |||||||
Debt instrument, interest rate | 6.00% | |||||||
Debt instrument maturity period | 24 months | |||||||
Convertible debt conversion basis | Upon a triggering event or maturity, the 2020 Convertible Notes were to convert into preferred units based upon the calculations defined in the 2020 Convertible Note agreements. | |||||||
2019 and 2020 Convertible Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Convertible notes | $ 1,650,000 | |||||||
Bridge Notes [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 10,600,000 | |||||||
Debt instrument, interest rate | 6.00% | |||||||
Debt instrument, maturity date | Oct. 31, 2021 | |||||||
Debt instrument conversion security | Class A common stock | |||||||
Bridge Notes [Member] | Class A Common Stock [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Shares issued to offset principal and interest | $ 10,900,000 | |||||||
Financing And Lease Agreements [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date start | Oct. 12, 2022 | |||||||
Maturity date end | Sep. 13, 2024 | |||||||
Carrying amount of debt | $ 102,779 | |||||||
Debt instrument, frequency of periodic payment | monthly | |||||||
Collateralized loans secured by net book value | $ 68,257 | |||||||
Financing And Lease Agreements [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 20,000 | |||||||
Debt instrument, interest rate | 3.89% | |||||||
Debt instrument, periodic payment | $ 368 | |||||||
Financing And Lease Agreements [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, principal amount | $ 50,000 | |||||||
Debt instrument, interest rate | 6.81% | |||||||
Debt instrument, periodic payment | $ 585 |
Debt - Future Minimum Principal
Debt - Future Minimum Principal Payments of Debt (Details) | Dec. 31, 2021USD ($) |
Maturities of Long-term Debt [Abstract] | |
2022 | $ 6,947,056 |
2023 | 93,943 |
2024 | 18,267 |
2025 | 7,332 |
Long-term Debt, Total | $ 7,066,598 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income (Loss) Before Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income (Loss) from Continuing Operations before Equity Method Investments, Income Taxes, Noncontrolling Interest [Abstract] | ||
Domestic | $ (31,959,650) | |
NET LOSS BEFORE INCOME TAXES | $ (31,959,650) | $ (17,546,771) |
Income Taxes - Schedule of Sign
Income Taxes - Schedule of Significant Components of Income Tax Expense (Benefit) (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Current income taxes: | |
State | $ 30,272 |
Total current income taxes | 30,272 |
Deferred income taxes: | |
Income tax expense (benefit) | $ 30,272 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Income Tax Contingency [Line Items] | |
Federal statutory income tax rate | 21.00% |
Percentage of valuation allowance against deferred tax assets | 100.00% |
Net operating loss carryforwards | $ 6,500,000 |
Net change in valuation allowance | $ 8,600,000 |
Percentage of savings required to be paid to the seller | 85.00% |
Exchange of class B and class V common stock to class A common stock | shares | 0 |
Tax receivable agreement liability | $ 0 |
State [Member] | Maximum [Member] | |
Income Tax Contingency [Line Items] | |
NOLs expiration year | 2041 |
State [Member] | Minimum [Member] | |
Income Tax Contingency [Line Items] | |
NOLs expiration year | 2036 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Income Taxes Computed at U.S. Federal Statutory Income Tax Rate (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |
U.S. federal income taxes at statutory rate | $ (6,711,527) |
State and local income tax, net of federal benefit | 30,272 |
Pre-IPO Income | 3,677,549 |
Noncontrolling interest | 1,700,704 |
FMV of Warrant | (53,088) |
Change in valuation allowance | 1,386,362 |
Income tax expense (benefit) | $ 30,272 |
Income Taxes - Schedule of Co_2
Income Taxes - Schedule of Components of Deferred Tax Assets and Liabilities (Details) | Dec. 31, 2021USD ($) |
Deferred Tax Assets | |
Investment in partnership | $ 6,877,827 |
Net Operating Loss | 1,575,425 |
163(j) | 160,527 |
Deferred Tax Assets | 8,613,779 |
Valuation Allowance | (8,613,779) |
Deferred Tax Liabilities | |
Other | (67,223) |
Deferred Tax Liabilities | (67,223) |
Net deferred tax asset/ (liability) | $ (67,223) |
Income Taxes - Summary of Valua
Income Taxes - Summary of Valuation Allowance (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Charged to costs and expenses | $ 1,386,362 |
Charged to equity | 7,227,417 |
Ending balance | $ 8,613,779 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Details) - USD ($) | Sep. 15, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Subsidiary, Sale of Stock [Line Items] | |||
Shares authorized | 610,000,000 | ||
Preferred Stock, shares authorized | 10,000,000 | 10,000,000 | |
Preferred Stock, par value | $ 0.0001 | $ 0.0001 | |
Warrants redemption price per share | $ 0.01 | ||
Warrants outstanding | $ 10,997,500 | ||
Shares issued price per share | $ 11.50 | ||
Warrants expiration | Jul. 20, 2026 | ||
Minimum [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Percentage of pre-funded warrants exercise | 9.99% | ||
Class A Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares authorized | 400,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Price per share | $ 18 | ||
Repurchase of aggregate common stock, shares | 800,000 | ||
Common stock reserved for future issuance | 2,564,960 | 1,749,526 | |
Class V Common Stock [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Common stock, shares authorized | 200,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Private Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants outstanding | $ 197,500 | ||
Pre-Funded Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants to acquire common stock | 800,000 | ||
Public Warrants [Member] | |||
Subsidiary, Sale of Stock [Line Items] | |||
Warrants outstanding | $ 10,800,000 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2021USD ($)shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares available for grant | 1,749,526 |
Unrecognized compensation cost | $ | $ 3.8 |
Unrecognized compensation cost expected to be recognized | 4 years |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Shares vested | 3,500 |
Restricted Stock Award RSA [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares vested | 62,250 |
Restricted Stock Award RSA [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 1 year |
Restricted Stock Award RSA [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Restricted Stock Unit and Restricted Stock Awards Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Restricted Stock Units (RSUs) [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Added | shares | 403,000 |
Number of shares, Forfeiture | shares | (500) |
Number of shares, Vested | shares | (3,500) |
Number of shares, Ending Balance | shares | 399,000 |
Weighted Average Award Date Fair Value, Added | $ / shares | $ 5.21 |
Weighted Average Award Date Fair Value, Forfeiture | $ / shares | 5.16 |
Weighted Average Award Date Fair Value, Vested | $ / shares | 5.73 |
Weighted Average Award Date Fair Value, Ending Balance | $ / shares | $ 5.20 |
Restricted Stock Award RSA [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Added | shares | 578,250 |
Number of shares, Forfeiture | shares | (187,500) |
Number of shares, Vested | shares | (62,250) |
Number of shares, Ending Balance | shares | 328,500 |
Weighted Average Award Date Fair Value, Added | $ / shares | $ 5.45 |
Weighted Average Award Date Fair Value, Forfeiture | $ / shares | 5.73 |
Weighted Average Award Date Fair Value, Vested | $ / shares | 5.33 |
Weighted Average Award Date Fair Value, Ending Balance | $ / shares | $ 5.31 |
Director Stock Awards [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares, Added | shares | 22,184 |
Number of shares, Vested | shares | (22,184) |
Weighted Average Award Date Fair Value, Added | $ / shares | $ 5.70 |
Weighted Average Award Date Fair Value, Vested | $ / shares | $ 5.70 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Fair Value Assets Measured on Recurring Basis (Details) - Private Warrants [Member] | Dec. 31, 2021USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ 128,375 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Warrant liability | $ 128,375 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Binomial Lattice Model for Private Warrants (Details) | Dec. 31, 2021$ / shares | Jul. 20, 2021$ / shares |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.2 | 0.7 |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 49.7 | 31.5 |
Measurement Input, Exercise Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, per share | $ 11.50 | $ 11.50 |
Measurement Input, Share Price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, per share | $ 3.95 | $ 9.20 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Changes in Fair Value of Warrant Liabilities (Details) | 5 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of July 20, 2021 | $ 381,175 |
Change in fair value | (252,800) |
Fair value as of December 31, 2021 | $ 128,375 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - Private Warrants [Member] | 12 Months Ended |
Dec. 31, 2021USD ($)$ / shares | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Fair value of warrants price per shares | $ / shares | $ 0.58 |
Warrant liability | $ | $ 128,375 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) | Jul. 20, 2021 | May 26, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Jan. 31, 2021 |
Related Party Transaction [Line Items] | |||||
Interest expense on related party convertible notes | $ 34,926 | $ 202,112 | |||
Non-cash compensation expense | 1,700,869 | ||||
Interest expense recognized | 417,983 | ||||
Related Party Manufacturer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Purchase goods from related party | 258,401 | ||||
Balance owed to related party | 70,482 | ||||
Buyer [Member] | |||||
Related Party Transaction [Line Items] | |||||
Transaction date | May 26, 2021 | ||||
Total purchase price | $ 7,500,000 | ||||
Loan Agreements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Interest expense on related party convertible notes | $ 54,518 | ||||
Lease Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Lease terms | In connection with the consummation of the Sale and Leaseback Transaction, the Company entered into a lease agreement (the “Lease Agreement”) with Buyer pursuant to which the Company leased back the Real Property from Buyer for an initial term of twelve (12) years unless earlier terminated or extended in accordance with the terms of the Lease Agreement. Under the Lease Agreement, the Company’s financial obligations include base rent of approximately $60,000 per month, which rent will increase on an annual basis at two percent (2%) over the initial term and two-and-a-half percent (2.5%) during any extension term. The Company is also responsible for all monthly expenses related to the leased facility, including insurance premiums, taxes and other expenses, such as utilities. Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five (5) years for each such option and a one-time right and option to purchase the Real Property at a price that escalates over time and, if Buyer decides to sell the Real Property, the Company has a right of first refusal to purchase the Real Property on the same terms offered to any third party. | ||||
Initial term | 12 years | ||||
Base rent | $ 60,000 | ||||
Percentage of increase in base rent | 2.00% | ||||
Percentage of increase in base rent over initial term | 2.50% | ||||
Options to extend term | Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five (5) years for each such option | ||||
Extended term | 5 years | ||||
Certain Members and Officers [Member] | Loan Agreements [Member] | |||||
Related Party Transaction [Line Items] | |||||
Debt instrument, principal amount | $ 1,650,000 | ||||
Loan receivable forgiven | $ 1,650,000 | ||||
Accrued interest | $ 50,869 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)Agreement | |
Gain Contingencies [Line Items] | |
Rent expense | $ 363,971 |
Operating leases, options to extend | 5 years |
Operating leases, existence of option to extend | true |
Operating leases, description | The Company held two lease agreements for office and warehouse space in Texas as of December 31, 2021. The Company’s lease contracts have remaining terms ranging from 5 years to 6 years, some of which may include options to extend the leases for up to 5 years. |
Number of lease agreements | Agreement | 2 |
Minimum [Member] | |
Gain Contingencies [Line Items] | |
Former employee unpaid commissions, unreimbursed expenses | $ 1,000,000 |
Operating leases, remaining lease terms | 5 years |
Maximum [Member] | |
Gain Contingencies [Line Items] | |
Operating leases, remaining lease terms | 6 years |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Other Balance Sheet Information Related to Operating Leases (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Operating leases, Right-of-use assets, net | $ 767,382 |
Weighted average remaining lease term, in years | 5 years |
Weighted Average Discount Rate | 5.00% |
Operating lease liabilities (current) | $ 168,482 |
Operating lease liabilities (long-term) | 598,900 |
Operating Lease, Liability, Total | $ 767,382 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Future Minimum Payments Required under Lease Agreement (Details) | Dec. 31, 2021USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2022 | $ 236,439 |
2023 | 242,830 |
2024 | 249,278 |
2025 | 116,309 |
2026 | 29,604 |
Total lease payments | 874,460 |
Less: imputed interest | 107,078 |
Present value of lease liabilities | $ 767,382 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event [Member] - USD ($) | Jan. 31, 2022 | Jan. 06, 2022 |
Subsequent Event [Line Items] | ||
Gross proceeds from the offering | $ 35,000,000 | |
Repayment of line of credit and outstanding | $ 6,841,000 | |
Class A Common Stock [Member] | ||
Subsequent Event [Line Items] | ||
Issuance and sale of shares | 2,496,934 | |
Sale of unit price per share | $ 3.60 | |
Warrant offering term | 5 years | |
Class A Common Stock [Member] | PIPE Pre-Funded Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Issuance and sale of shares | 7,797,184 | |
Warrant price per share | $ 0.0001 | |
Class A Common Stock [Member] | PIPE Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Sale of unit price per share | $ 3.40 | |
Maximum [Member] | Class A Common Stock [Member] | PIPE Warrants [Member] | ||
Subsequent Event [Line Items] | ||
Issuance and sale of shares | 10,294,118 |