Cover
Cover | 9 Months Ended |
Sep. 30, 2021 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
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 Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
CURRENT ASSETS | |||
Cash and cash equivalent | $ 13,389,570 | $ 591,634 | $ 57,053 |
Accounts receivable, net | 4,496,715 | 679,061 | 1,079,166 |
Inventory, net | 5,514,530 | 3,373,033 | 1,763,880 |
Prepaid media spend | 650,000 | 249,000 | |
Prepaid expenses and other current assets | 2,788,263 | 529,230 | 959,310 |
Total current assets | 26,839,078 | 5,421,958 | 3,859,409 |
Property and equipment, net | 6,668,675 | 6,845,132 | 7,135,569 |
Goodwill | 8,450,000 | 8,450,000 | 8,450,000 |
Intangible asset, net | 4,664,942 | 4,962,834 | |
Prepaid media spend, net of current portion | 268,295 | 498,662 | |
Other assets | 34,800 | 58,545 | |
TOTAL ASSETS | 46,925,790 | 26,237,131 | 19,444,978 |
CURRENT LIABILITIES | |||
Accounts payable | 3,482,170 | 3,839,384 | 3,109,460 |
Accrued expenses | 687,934 | 1,710,384 | 1,427,658 |
Line of credit | 3,500,000 | 3,500,000 | 3,500,000 |
Current portion of long-term debt | 3,445,495 | 22,649,995 | 2,558,122 |
Total current liabilities | 11,115,599 | 31,699,763 | 10,595,240 |
Long-term debt, net of current portion | 154,335 | 3,874,235 | 14,664,216 |
Financing obligation - related party operating lease | 7,500,000 | ||
Warrant liability | 167,875 | ||
TOTAL LIABILITIES | 18,937,809 | 35,573,998 | 25,259,456 |
COMMITMENTS AND CONTINGENCIES | |||
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Preferred stock - $0.0001 par value, 10,000,000 shares authorized, 0 shares issued and outstanding | |||
Common stock | |||
Additional paid-in-capital | 100,140,208 | 42,783,367 | |
Accumulated deficit | (72,154,199) | (52,121,249) | |
TOTAL STOCKHOLDERS’ EQUITY (DEFICIT) | 27,987,981 | (9,336,867) | (5,814,478) |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | 46,925,790 | 26,237,131 | $ 19,444,978 |
Common Class A [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Common stock | 822 | ||
Class V Common Stock [Member] | |||
STOCKHOLDERS’ EQUITY (DEFICIT) | |||
Common stock | $ 1,150 | $ 1,015 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 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 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 | 11,502,355 |
Common Stock, shares outstanding | 11,502,355 | 11,502,355 |
Common Class A [Member] | ||
Common Stock, par value | $ 0.0001 | $ 0.0001 |
Common Stock, shares authorized | 400,000,000 | 400,000,000 |
Common Stock, shares issued | 8,217,321 | 8,217,321 |
Common Stock, shares outstanding | 8,217,321 | 8,217,321 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | ||||||
SALES, net | $ 9,061,770 | $ 4,428,231 | $ 23,247,568 | $ 13,013,199 | $ 17,002,052 | $ 10,769,623 |
COST OF GOODS SOLD | 5,807,925 | 2,832,857 | 13,734,845 | 8,352,871 | 11,097,868 | 13,309,087 |
GROSS MARGIN | 3,253,845 | 1,595,374 | 9,512,723 | 4,660,328 | 5,904,184 | (2,539,464) |
OPERATING EXPENSES | ||||||
Selling expenses | 5,826,748 | 2,789,791 | 17,873,162 | 8,018,023 | 10,763,951 | 9,232,921 |
Operations expense | 1,234,001 | 735,491 | 3,264,087 | 1,709,070 | 2,309,201 | 1,954,866 |
Salaries and wages | 2,272,336 | 1,220,975 | 5,275,646 | 4,617,458 | 5,799,460 | 6,818,337 |
Depreciation and amortization expense | 402,290 | 315,000 | 1,193,846 | 962,296 | 1,290,128 | 1,089,744 |
Loss on disposal of fixed assets | 13,512 | 461,895 | ||||
Non-cash compensation expense (Note 11) | 1,700,869 | 1,700,869 | ||||
(Gain) Loss on disposal of fixed assets | (13,250) | 12,723 | (21,828) | 13,047 | ||
Total operating expenses | 11,422,994 | 5,073,980 | 29,285,782 | 15,319,894 | 20,176,252 | 19,557,763 |
OPERATING LOSS | (8,169,149) | (3,478,606) | (19,773,059) | (10,659,566) | (14,272,068) | (22,097,227) |
OTHER (EXPENSE) INCOME | ||||||
Interest expense | (757,811) | (882,258) | (2,715,068) | (2,384,375) | (3,301,818) | (1,335,391) |
PPP loan forgiveness | 1,669,552 | |||||
Change in fair value of Private Warrants | 213,300 | 213,300 | ||||
Other income | 2,577 | 572,325 | 27,115 | |||
Total other (expense) income | (541,934) | (882,258) | (259,891) | (2,384,375) | (3,274,703) | (1,335,391) |
NET LOSS BEFORE INCOME TAXES | (8,711,083) | (4,360,864) | (20,032,950) | (13,043,941) | ||
Provision for income taxes | ||||||
NET LOSS | $ (8,711,083) | $ (4,360,864) | $ (20,032,950) | $ (13,043,941) | $ (17,546,771) | $ (23,432,618) |
Loss per common share: | ||||||
Basic and diluted | $ (0.47) | $ (0.54) | $ (1.59) | $ (1.63) | ||
Weighted average shares outstanding: | ||||||
Basic and diluted | 18,559,390 | 8,089,907 | 12,580,569 | 8,006,433 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Class A Contribution [Member] | Series 1 Preferred Contributions [Member] | Series 2 Preferred Contributions [Member] | Series 3 Preferred Contributions [Member] | Additional Paid-in Capital [Member] | Common Stock [Member]Common Class A [Member] | Common Stock [Member]Common Class B V [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2018 | $ 2,260,000 | $ 10,000,000 | $ 3,477,300 | $ (11,141,860) | $ 4,595,440 | ||||
Balance, shares at Dec. 31, 2018 | |||||||||
Members’ contributions | 13,022,700 | 13,022,700 | |||||||
Net loss | (23,432,618) | (23,432,618) | |||||||
Balance at Dec. 31, 2019 | 2,260,000 | 10,000,000 | 16,500,000 | 28,759,163 | $ 837 | (34,574,478) | (5,814,478) | ||
Balance, shares at Dec. 31, 2019 | 8,370,647 | ||||||||
Net loss | (4,227,745) | (4,227,745) | |||||||
Balance at Mar. 31, 2020 | 28,759,163 | $ 837 | (38,802,223) | (10,042,223) | |||||
Balance, shares at Mar. 31, 2020 | 8,370,647 | ||||||||
Balance at Dec. 31, 2019 | 2,260,000 | 10,000,000 | 16,500,000 | 28,759,163 | $ 837 | (34,574,478) | (5,814,478) | ||
Balance, shares at Dec. 31, 2019 | 8,370,647 | ||||||||
Net loss | (13,043,941) | ||||||||
Balance at Sep. 30, 2020 | 30,635,463 | $ 864 | (47,618,420) | (16,982,093) | |||||
Balance, shares at Sep. 30, 2020 | 8,641,814 | ||||||||
Balance at Dec. 31, 2019 | 2,260,000 | 10,000,000 | 16,500,000 | 28,759,163 | $ 837 | (34,574,478) | (5,814,478) | ||
Balance, shares at Dec. 31, 2019 | 8,370,647 | ||||||||
Members’ contributions | 8,738,754 | 8,738,754 | |||||||
Equity conversions | 5,285,628 | 5,285,628 | |||||||
Net loss | (17,546,771) | (17,546,771) | |||||||
Balance at Dec. 31, 2020 | 2,260,000 | 10,000,000 | 16,500,000 | 14,024,382 | 42,783,367 | $ 1,015 | (52,121,249) | (9,336,867) | |
Balance, shares at Dec. 31, 2020 | 10,152,020 | ||||||||
Balance at Mar. 31, 2020 | 28,759,163 | $ 837 | (38,802,223) | (10,042,223) | |||||
Balance, shares at Mar. 31, 2020 | 8,370,647 | ||||||||
Net loss | (4,455,333) | (4,455,333) | |||||||
Balance at Jun. 30, 2020 | 28,759,163 | $ 837 | (43,257,556) | (14,497,556) | |||||
Balance, shares at Jun. 30, 2020 | 8,370,647 | ||||||||
Members’ contributions | 1,876,300 | $ 27 | 1,876,327 | ||||||
Members' contributions, shares | 271,167 | ||||||||
Net loss | (4,360,864) | (4,360,864) | |||||||
Balance at Sep. 30, 2020 | 30,635,463 | $ 864 | (47,618,420) | (16,982,093) | |||||
Balance, shares at Sep. 30, 2020 | 8,641,814 | ||||||||
Balance at Dec. 31, 2020 | 2,260,000 | 10,000,000 | 16,500,000 | 14,024,382 | 42,783,367 | $ 1,015 | (52,121,249) | (9,336,867) | |
Balance, shares at Dec. 31, 2020 | 10,152,020 | ||||||||
Repurchase of member shares | (99,949) | $ (1) | (99,950) | ||||||
Repurchase of member shares, shares | (12,598) | ||||||||
Net loss | (5,761,150) | (5,761,150) | |||||||
Balance at Mar. 31, 2021 | 42,683,419 | $ 1,014 | (57,882,399) | (15,197,967) | |||||
Balance, shares at Mar. 31, 2021 | 10,139,422 | ||||||||
Balance at Dec. 31, 2020 | $ 2,260,000 | $ 10,000,000 | $ 16,500,000 | $ 14,024,382 | 42,783,367 | $ 1,015 | (52,121,249) | (9,336,867) | |
Balance, shares at Dec. 31, 2020 | 10,152,020 | ||||||||
Net loss | (20,032,950) | ||||||||
Balance at Sep. 30, 2021 | 100,140,208 | $ 822 | $ 1,150 | (72,154,199) | 27,987,981 | ||||
Balance, shares at Sep. 30, 2021 | 8,217,321 | 11,502,355 | |||||||
Balance at Mar. 31, 2021 | 42,683,419 | $ 1,014 | (57,882,399) | (15,197,967) | |||||
Balance, shares at Mar. 31, 2021 | 10,139,422 | ||||||||
Net loss | (5,560,717) | (5,560,717) | |||||||
Balance at Jun. 30, 2021 | 42,683,419 | $ 1,014 | (63,443,116) | (20,758,684) | |||||
Balance, shares at Jun. 30, 2021 | 10,139,422 | ||||||||
Conversion of Convertible Notes & interest to Class V common stock | 10,822,138 | $ 136 | 10,822,274 | ||||||
Conversion of Convertible Notes & interest to Class V common stock, shares | 1,362,933 | ||||||||
Recapitalization with Andina | 11,571,705 | $ 341 | 11,572,046 | ||||||
Recapitalization with Andina, shares | 3,409,949 | ||||||||
PIPE raise | 35,062,867 | $ 561 | 35,063,428 | ||||||
PIPE raise, shares | 5,607,372 | ||||||||
Pre-Funded Warrant | 80 | $ (80) | |||||||
Pre-Funded Warrant, shares | (800,000) | ||||||||
Net loss | (8,711,083) | (8,711,083) | |||||||
Balance at Sep. 30, 2021 | $ 100,140,208 | $ 822 | $ 1,150 | $ (72,154,199) | $ 27,987,981 | ||||
Balance, shares at Sep. 30, 2021 | 8,217,321 | 11,502,355 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||||
Net loss | $ (20,032,950) | $ (13,043,941) | $ (17,546,771) | $ (23,432,618) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation & amortization expense | 1,009,192 | 962,296 | 1,290,128 | 1,089,744 |
(Gain) Loss on disposal of fixed assets | 13,047 | 13,512 | 461,895 | |
Amortization of debt issuance costs | 546,262 | 146,077 | 205,018 | |
Amortization of intangible assets | 184,655 | |||
Interest income on members loan receivable | (27,124) | (23,745) | ||
Bad debt expense | 513,661 | 744,863 | 168,464 | |
Gain on debt extinguishment | (545,200) | |||
Forgiveness on paycheck protection program loan | (1,669,552) | |||
Change in fair value of Private Warrants | (213,300) | |||
Forgiveness of Notes Receivable | 1,700,869 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (4,331,314) | 219,683 | 4,095 | (86,742) |
Inventory | (2,141,497) | (1,622,495) | (1,252,481) | 188,651 |
Vendor deposits | 37,554 | |||
Prepaid media spend | (170,633) | (501,693) | (747,662) | |
Prepaid expenses and other current assets | (2,236,168) | 500,276 | 364,883 | (698,872) |
Other assets | (34,800) | |||
Accounts payable | (357,214) | 854,609 | (152,514) | 1,773,165 |
Accrued liabilities | 146,773 | 1,176,453 | 1,349,215 | (69,167) |
Net cash used in operating activities | (27,623,540) | (11,295,688) | (15,786,259) | (20,567,926) |
CASH FLOWS FROM INVESTING ACTIVITIES | ||||
Cash paid for asset acquisition | (1,511,900) | |||
Cash paid for purchase of equipment | (897,837) | (945,274) | (1,046,723) | (1,324,560) |
Cash received for sale of equipment | 65,102 | 54,692 | 56,192 | |
Net cash used in investing activities | (832,735) | (890,582) | (2,502,431) | (1,324,560) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||||
Member contributions | 1,876,327 | 8,738,754 | 13,022,700 | |
Net borrowings on line of credit | 3,020,000 | |||
Borrowings on long-term debt | 2,761,427 | 138,028 | ||
Repayments on long-term debt | (4,230,928) | (979,770) | (1,354,651) | (1,325,675) |
Repurchase of member shares | (99,950) | |||
Investment from Andina | 36,135,517 | |||
Borrowings on related party debt | 9,294,000 | 200,000 | 200,000 | 1,240,000 |
Repayments on related party debt | (7,889,681) | (565,000) | (415,000) | (3,096,755) |
Borrowings on short-term debt | 19,694,548 | 7,450,000 | 4,509,449 | 3,461,027 |
Repayments on short-term debt | (11,142,130) | (43,083) | (126,260) | (335,527) |
Issuance of convertible debt | 2,795,000 | 2,840,000 | 5,414,390 | |
Debt issuance costs | (507,166) | (273,810) | ||
Borrowings on paycheck protection program loan | 1,669,552 | 1,669,552 | ||
Net cash provided by financing activities | 41,254,210 | 12,129,216 | 18,823,271 | 21,538,188 |
Net change in cash and cash equivalents | 12,797,936 | (57,054) | 534,581 | (354,298) |
Cash and cash equivalents at beginning of period | 591,634 | 57,054 | 57,054 | 411,351 |
Cash and cash equivalents at end of period | 13,389,570 | 591,634 | 57,054 | |
SUPPLEMENTAL INFORMATION: | ||||
Cash paid for interest | 2,847,898 | 1,842,418 | 2,785,659 | 2,811,292 |
NON-CASH INVESTING AND FINANCING ACTIVITY: | ||||
Members’ subscription for convertible note | 1,650,000 | |||
Non-cash retirement of Bridge Notes | $ 10,856,964 | |||
Assets acquired in Kalahari transaction (Note 3) | 5,867,344 | |||
Liabilities assumed in Kalahari transaction (Note 3) | (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 Series 3 Preferred units | $ 200,000 |
Organization and Description of
Organization and Description of Business | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
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 42.5 1,357,372 10.9 11,502,355 3,409,949 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. | ORGANIZATION AND DESCRIPTION OF BUSINESS Organization and Description of Business Stryve Foods, LLC, (“Stryve” or the “Company”), is a Texas limited liability company formed on January 13, 2017, with an indefinite life, and is headquartered in Plano, Texas, with manufacturing operations in Madill, Oklahoma. Stryve has three wholly owned subsidiaries, Biltong USA Inc., Braaitime LLC and Kalahari Snacks, LLC. Stryve is an emerging healthy snacking company which manufactures, markets and sells highly differentiated healthy snacking products. Stryve offers convenient snacks that are lower in sugar and carbohydrates and higher in protein than other snacks. |
Going Concern and Management_s
Going Concern and Management’s Plan | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern and Management’s Plan | 2. GOING CONCERN AND MANAGEMENT’S PLAN Going Concern and Management’s Plan The accompanying consolidated financial statements have prepared on a going concern basis, which contemplates the realization of assets and liabilities in the normal course of business. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset amounts or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. For the years ended December 31, 2020 and 2019, the Company has recognized operating losses of $ 14,272,068 22,097,227 15,786,259 20,567,926 26,277,805 The Company’s continuation of operations is dependent on its ability to generate sufficient cash flow to meet its obligations on a timely basis. For the years ended December 31, 2020 and 2019, the Company’s cash needs have primarily been funded through equity capital raises, and note payable agreements from members, in addition to bank loans. The Company has $ 42,500,000 10,600,000 |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Significant Accounting Policies | Note 3 - Significant Accounting Policies Basis of Presentation These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Form S-4 filed by the Company with the SEC (File No. 333-254927), as amended . The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. 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, and impairments of goodwill and long-lived 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 provision of a percentage of sales in addition to known deductions. The percentage provided for was increased from 8 11 976,073 1,603,069 250,772 513,661 516,611 521,964 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 For the three and nine months ended September 30, 2021 and 2020, customer and vendor concentrations in excess of 10% consolidated sales and purchases are as follows: Summary of Customer and Vendor Concentrations For the Three Months For the Nine Months Ended September, 30 Ended September, 30 2021 2020 2021 2020 Customer: Customer A 11 23 12 29 Customer B - 13 10 14 Vendor: Vendor A N/A N/A N/A 23 As of September 30, 2021 the following customers and vendors represented more than 10% of accounts receivable and accounts payable balances: Accounts Accounts Receivable Payable Customer: Customer A 15 Customer B 13 Customer C 11 Customer D 11 Vendor: Vendor A 15 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. The Company accounts for revenue from contracts with customers, which comprises substantially all of its revenue, through the following steps: (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 that is based on a fixed per item charge applied to a variable quantity of product. Generally, this variable consideration 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 Company also maintains consignment arrangements whereby revenue is recognized upon sale of the product to the end customer. The payment terms of the Company’s contracts are generally net thirty to thirty-five 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. In years prior to 2021, customer deduction amounts were insignificant. 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 three and nine months ended September 30, 2021 and 2020 (in thousands): Summary of Net Sales Disaggregated by Channel For the Three Months For the Nine Months ended September 30, ended September 30, (In thousands) 2021 2020 2021 2020 e-Commerce $ 2,791 $ 1,860 $ 8,593 $ 4,315 Wholesale 5,355 1,795 9,935 5,103 Private label 916 773 4,720 3,595 Ending balance $ 9,062 $ 4,428 $ 23,248 $ 13,013 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 As of September 30, 2021 and December 31, 2020, the Company sold products to an independent full-service corporate trade company in exchange for future services. The Company has the right to utilize this asset as a credit against future media buying that this trade company performs for the Company. The Company can utilize the credit at any time over five years but estimates they will use a total of $ 650,000 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 nine months ended September 30, 2021 and 2020 were $ 10,646,991 4,606,340 4,614,032 1,132,695 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 $ 5,867,344 113,237 The brand name is accounted for in accordance with ASC 350, “Intangibles – Goodwill and Other”, and amortized on a straight-line basis over 20 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 September 30, 2020, there were no dilutive securities. As of September 30, 2021, there were 10,997,500 Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. On a proforma basis, had the Company been a corporation for all periods presented, as a result of the recurring losses, any proforma benefit for the utilization of these net operating losses would have been offset by such valuation allowances. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. Tax Receivable Agreement In conjunction with the Business Combination, the Company also entered into a Tax Receivable Agreement (the “TRA”) with Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 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. In November of 2020, the FASB proposed a delay and the effective date was deferred until fiscal years beginning after December 15, 2022. The Company is evaluating the effect of adopting ASU 2016-02. 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 not 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 not have an impact to our disclosures. | 3. SIGNIFICANT ACCOUNTING POLICIES Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The financial statements include the consolidated accounts of Stryve and its wholly owned subsidiaries. All significant inter-company 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 obsolesce, and impairments of goodwill and long-lived 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. Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term securities with an original maturity date of three months or less when purchased to be cash equivalents. As of and for the years ended December 31, 2020 and 2019, there were no cash equivalents. 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 provision of 8 807,853 688,046 744,863 168,464 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 $ 250,000 310,000 As of and for the year ending December 31, 2020, customer and vendor concentrations in excess of 10% consolidated sales, purchases, accounts receivable, and accounts payable are as follows: Summary of Customer and Vendor Concentrations Sales Purchases Accounts Receivable Accounts Payable Customer A 26 % 24 % Customer B 13 % Customer C 40 % Vendor A 12 % Vendor B 11 % Vendor C 17 % For the year ending December 31, 2019, customer and vendor concentrations in excess of 10% consolidated sales and purchases are as follows: Sales Purchases Customer A 12 % Customer B 21 % Customer C 13 % Vendor C 40 % Vendor D 11 % Vendor E 11 % 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. The Company accounts for revenue from contracts with customers, which comprises substantially all of its revenue, through the following steps: 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 that is based on a fixed per item charge applied to a variable quantity of product. Generally, this variable consideration 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 Company also maintains consignment arrangements whereby revenue is recognized upon sale of the product to the end customer. The payment terms of the Company’s contracts are generally net thirty to thirty-five 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. In years prior to 2020, customer deduction amounts were insignificant and recognized when incurred. 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. Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision makers for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision makers are the Co-Chief Executive Officers (“CEOs”) and the Chief Operating Officer (“COO”) of the Company, who review operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with multiple product offerings. Performance Obligations The Company has elected the following practical expedients provided for in Topic 606, Revenue from Contracts with Customers 1) The Company is excluding 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 years ended December 31, 2020 and 2019 (in thousands). Summary of Net Sales Disaggregated by Channel 2020 2019 E-commerce $ 7,147 $ 1,610 Wholesale $ 6,598 $ 7,229 Private Label $ 3,257 $ 1,931 Net Sales $ 17,002 $ 10,770 Inventory Inventories consist of raw materials, work in process, and finished goods, and 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 based for obsolete, damaged, or expired inventory. Write-down and write-offs are included in cost of goods sold. Infrequent and significant write offs are included separately from cost of goods sold in loss on damaged inventory. Standard costing is reflected in the Company’s inventory which approximates a first in first out basis. Management has historically reviewed the Company’s standard costing at each reporting date. Prepaid Media Spend During the year ended December 31, 2020, the Company sold products to an independent full-service corporate trade company in exchange for future services. The Company has the right to utilize this asset as a credit against future media buying that this trade company performs for the Company. The Company can utilize the credit at any time over five years, but estimates they will use a third of the current credit within the next year, totaling approximately $ 249,000 Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation for financial reporting purposes commence when the assets are placed in service on a straight-line basis over the estimated useful lives of the assets or terms of the leases. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing property and equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or loss (if any) are reflected in consolidated statements operations. Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or estimated useful life of the assets. Impairment of Long-Lived Assets In accordance with Accounting Standards Codification (“ASC”) 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, Deferred Financing Fees The Company incurred deferred financing fees while obtaining debt detailed in Notes 9. These fees are being amortized over the term of the related debt using the effective interest method. Amortization of the deferred financing fees for the years ended December 31, 2020 and 2019 was $ 205,018 0 36,492 0 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 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, 2020 and 2019, 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 Schedule of Purchase Price Consideration Purchase consideration: Cash $ 1,511,900 Seller note payable 3,245,843 Assumption of liabilities 882,438 Relief of liabilities 227,163 Total purchase consideration $ 5,867,344 Assets: Accounts receivable $ 348,853 Inventory $ 356,672 Other assets $ 176,313 Property, plant, and equipment $ 22,672 Intangible asset (brand name) $ 4,962,834 Total assets acquired 5,867,344 Assumption of liabilities (882,438 ) Net assets aquired $ 4,984,906 The brand name is accounted for in accordance with ASC 350, “ Intangibles – Goodwill and Other Advertising Costs In accordance with ASC 720-35, Advertising Costs 6,123,049 5,642,392 Income Taxes The Company is a Texas limited liability company and accordingly is not a taxpaying entity for federal income tax purposes. The Company’s annual tax income or loss is allocated to individual members for reporting on their own individual federal tax returns. The Company is subject to certain state and local taxes, such amount was not material for the years ended December 31, 2020 and 2019, respectively. The provision for income taxes is calculated under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. The realization of deferred tax assets depended upon the existence of sufficient taxable income, of appropriate character, within the carryback or carryforward periods under the tax law in the applicable tax jurisdiction. Valuation allowances are determined, based on available information, whether it was more likely than not that deferred tax assets would not be realized. Significant judgment is required in determining whether valuation allowances should be established, as well as the amount of such allowances. Income Taxes, continued The Company accounts for uncertain tax positions in accordance with ASC 740-10, Income Taxes Income Taxes Income Taxes Recent Accounting Pronouncements 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. On August 15, 2019, the FASB proposed a one-year delay and the effective date was deferred until fiscal years beginning after December 15, 2020. The Company is evaluating the effect of adopting ASU 2016-02. 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. The Company is currently assessing the impact of adopting this standard but does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. 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 is effective for the Company in the first quarter of 2021. The Company does not expect the adoption of the new accounting rules to have a material impact on its consolidated financial statements. Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, a line of credit, related party notes payable, 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. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Inventory | Note 4 - Inventory As of September 30, 2021 and December 31, 2020, inventory consisted of the following: Schedule of Inventory As of As of September 30, December 31, 2021 2020 Raw materials $ 1,942,674 $ 1,068,259 Work in process 1,212,711 190,610 Finished goods 2,359,145 2,114,164 Total Inventory $ 5,514,530 $ 3,373,033 As of September 30, 2021 and December 31, 2020, the reserve for slow moving and obsolete inventory was $ 232,951 444,485 | 4 INVENTORY Inventory Inventory consists of the following as of December 31: Schedule of Inventory 2020 2019 Raw materials $ 1,068,259 $ 344,315 Work in process 190,610 492,082 Finished goods 2,114,164 927,483 Total inventory $ 3,373,033 $ 1,763,880 During the year ended December 31, 2020 and 2019, the allowance for unsalable inventory which is included in cost of goods sold was $ 444,485 698,224 |
Property & Equipment
Property & Equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Property & Equipment | Note 5 - Property & Equipment As of September 30, 2021 and December 31, 2020, property and equipment consisted of the following: Schedule of Property and Equipment As of As of September 30, December 31, 2021 2020 Plant and equipment $ 6,145,822 $ 5,507,377 Furniture and fixtures 38,751 35,421 Leasehold improvements 2,022,745 1,922,332 Website 111,002 111,002 Land 242,333 242,333 Building 1,399,200 1,399,200 Total cost 9,959,853 9,217,665 Less accumulated depreciation (3,291,178 ) (2,372,533 ) Property and equipment, net $ 6,668,675 $ 6,845,132 Depreciation expense for the nine months ended September 30, 2021 and 2020 was $ 1,009,192 962,296 341,707 315,000 | 5 PROPERTY AND EQUIPMENT Property & Equipment Property and equipment consists of the following as of December 31: Schedule of Property and Equipment Useful Lives 2020 2019 Plant and equipment 3 5 $ 4,933,875 $ 4,046,634 Furniture and fixtures 3 5 35,421 37,551 Vehicles 5 394,681 502,312 Leasehold improvements Shorter of lease term or economic life 1,922,332 1,926,484 Plates and dies 3 5 178,820 49,001 Website 3 111,002 111,002 Land Indefinite 242,333 180,720 Building 20 1,399,200 1,399,200 Property and equipment, gross 9,217,664 8,252,904 Less: accumulated depreciation (2,372,532 ) (1,117,335 ) Property and equipment, net $ 6,845,132 $ 7,135,569 Depreciation expense was $ 1,290,128 1,089,744 |
Intangible Asset
Intangible Asset | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Intangible Asset | Note 6 – Intangible Asset As of September 30, 2021 and December 31, 2020, intangible assets had a balance of $ 4,664,942 4,962,834 19 The estimated future amortization of intangibles subject to amortization at September 30, 2021 was as follows: Schedule of Estimated Future Amortization of Intangibles 5 Year Schedule 2021 (for the remainder of) $ 60,584 2022 242,480 2023 242,480 2024 242,480 2025 242,480 Thereafter 3,634,438 Total remaining amortization $ 4,664,942 Amortization expense for the nine months ended September 30, 2021 and 2020, was $ 184,654 0 60,584 0 | 6 INTANGIBLE ASSET Intangible Asset Intangible asset consists of the Kalahari brand name, totaling $ 4,962,834 20 Schedule of Estimated Future Amortization of Intangibles 2021 $ 248,142 2022 248,142 2023 248,142 2024 248,142 2025 248,142 Thereafter 3,722,126 Total $ 4,962,834 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7 ACCRUED LIABILITIES Accrued Liabilities Accrued liabilities consists of the following as of December 31: Schedule of Accrued Liabilities 2020 2019 Interest payable 976,032 527,239 Insurance liability 15,813 59,346 Payroll liabilities 296,036 11,517 Broker and commission payables 68,093 70,430 Marketing and advertising payables 6,250 257,286 Credit card payables 201,116 145,077 Capital raise payables 94,978 139,932 Professional fees payables - 56,870 Other 52,066 159,961 Accrued liabilities $ 1,710,384 $ 1,427,658 |
Line of Credit
Line of Credit | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Line Of Credit | ||
Line of Credit | Note 7 - Line of Credit The balance on the Company’s existing line of credit (the “Line of Credit”) was $ 3,500,000 November 30, 2021 November 30, 2021 | 8 LINE OF CREDIT Line of Credit On November 29, 2018, the Company amended its existing line of credit agreement (the “Line of Credit”) to extend the maturity date to November 28, 2019 6% June 5, 2021 3,500,000 5.25% December 31, 2020 3,500,000 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Debt | Note 8 - Debt As of September 30, 2021 and December 31, 2020, debt consisted of the following: Schedule of Debt As of As of September 30, December 31, 2021 2020 Long-term debt $ 294,933 $ 5,677,505 Short-term debt 3,304,897 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 7,099,830 30,060,722 Less: current portion (3,445,495 ) (22,649,995 ) Less: line of credit (3,500,000 ) (3,500,000 ) Notes payable, net of current portion 154,335 3,910,727 Deferred financing fees - (36,492 ) Total notes payable, net $ 154,335 $ 3,874,235 Long-Term Debt Outstanding as of September 30, 2021 Unless otherwise stated, collateralized loans are secured by the net book value of the assets of the Company, totaling $ 46,925,790 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 1,664 4.49% 42,650 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 5% June 1, 2023 8,774 July 1, 2021 June 1, 2023 178,294 Retired during the nine months ended September 30, 2021 On January 24, 2018, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement”) for the principal amount of $ 1,000,000 156,866 On February 9, 2018, the Company entered into a promissory note agreement with Origin Bank (“Security Agreement 2”) for the principal amount of $ 1,000,000 156,510 On June 29, 2018, the Company entered into a promissory note agreement with Origin Bank (“Mortgage”) for the principal amount of $ 1,240,000 1,160,547 On January 14, 2020, the Company entered into a promissory note agreement with an individual investor, (“Promissory Note”) for a principal balance of $ 250,000 250,000 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 1,888,318 Short-Term Debt Outstanding as of September 30, 2021 Effective November 1, 2021 November 30, 2021 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 1,304,896 1,521,874 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 5% 2,000,000 Retired during the nine months ended September 30, 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 3,250,000 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 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 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 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 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 $ 1,666,667 833,333 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 Related Party Notes Payable On January 13, 2021, the Company entered into a note payable agreement with a principal balance of $ 1,600,000 6% Principal and accrued interest of the Member Note Payable was exchanged for participation in the Bridge Notes on January 28, 2021. 190,000 Effective January 28, 2021, the VM Agreement was amended to extend the maturity date to June 30, 2021 Effective March 25, 2021, the Company entered into VM Agreement #2 totaling $ 4,610,000 12% September 30, 2021 4,610,000 Interest expense on related party notes payable totaled $ 34,926 202,112 271,599 808,893 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 6% 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. 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 6% 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 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 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. 10,600,000 6% October 31, 2021 10.9 Other Notes Payable The Company holds various financing and lease agreements with original principal balances ranging from $ 20,000 50,000 368 585 3.89% 6.81% October 12, 2022 September 13, 2024 111,804 77,390 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 are as of September 30, 2021: Schedule of Future Minimum Principal Payments of Debt 2021 (for the remainder of) $ 5,769,293 2022 602,806 2023 574,788 2024 145,146 2025 7,796 $ 7,099,829 | 9 DEBT Debt A breakout of the classifications of debt held as of and for the years ending December 31, 2020 and 2019 are as follows : Schedule of Debt 2020 2019 Long term debt 5,677,505 $ 4,736,622 Short term debt 7,745,843 3,001,366 Related party notes payable 3,001,366 3,662,067 Convertible notes, net of subscriptions to members of the company (Note 10) 8,254,390 5,414,390 Payroll protection loan 1,669,552 - Other notes payable 212,066 407,893 Line of credit (Note 8) 3,500,000 3,500,000 Total notes payable 30,060,722 20,722,338 Less: current portion (22,649,995 ) (2,558,122 ) Less: line of credit (3,500,000 ) (3,500,000 ) Notes payable, net of current portion 3,910,727 14,664,216 Deferred financing fees (36,492 ) - Total notes payable, net $ 3,874,235 $ 14,664,216 Long Term Debt Origin Bank As of December 31, 2020, the Company was not in compliance with all debt covenants. Effective January 26, 2021, the maturity date on all notes outstanding with Origin bank were amended to June 30, 2021 under similar terms, and any covenant requirements were waived for the quarter ended December 31, 2020. Unless otherwise stated, collateralized loans are secured by the net book value of the assets of the Company, totaling $ 27,887,131 19,444,978 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 monthly 30,820 March 5, 2018 February 4, 2021 1 December 31, 2020 6.5 156,866 417,956 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 monthly 30,212 March 5, 2018 February 4, 2021 1 December 31, 2020 6.5 156,510 417,004 Long Term Debt, continued Origin Bank, continued On June 29, 2018, the Company entered into a promissory note agreement with Origin Bank (“Mortgage”) for the principal amount of $ 1,240,000 monthly 8,417 June 5, 2023 December 31, 2020 5.25 1,160,547 1,187,308 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 5.25 42,615 March 5, 2024 December 31, 2020 1,521,874 1,941,508 Other On February 20, 2018, the Company entered into a note payable agreement as a result of the acquisition of Braaitime LLC, with the seller for the principal amount of $ 1,000,000 quarterly 50,000 July 1, 2018 8 0 700,000 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 monthly 1,664 4.49 December 15, 2023 55,893 72,846 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 16 January 31, 2020 June 30, 2020 monthly 4,167 January 14, 2023 237,500 Other, continued 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 16 January 31, 2020 June 30, 2020 monthly 4,167 1,524,933 2,500,000 2,388,315 The Lender received a warrant to purchase Class A Units equivalent to 3% of the outstanding equity of the Company. The Company also retained a call provision to call the warrant at any time between issuance and maturity at specific call prices detailed in the Lender Agreement. This call provision possessed by the Company expires upon maturity of the Lender Agreement. Upon expiration of this call provision, the Lender can exercise their warrant for $1. No discount was recorded related to this warrant as it is not exercisable until maturity and if and only if the Company has not exercised its call provisions. Short Term Debt On July 15, 2019, the Company entered into note payable agreements (“VM Agreement”) with Van Maren Financial (USA), Inc. for the principal amount of $ 2,000,000 36 January 15, 2020 3,250,000 1,524,933 66.67 2,280.32 3,001,366 The VM Agreement was paid in full on February 2, 2021. On March 25, 2021, the Company entered into a new loan agreement with Van Maren Financial (USA) Inc. (the “Replacement VM Agreement”) with a limit on borrowings of $ 4,500,000 1 12 5,000 monthly 1.5 2,500,000 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 14 October 6, 2020 214,540 1,524,933 2,500,000 March 15, 2021 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 August 5, 2020 September 5, 2020 5 2,000,000 Short Term Debt, continued On December 11, 2020, the Company entered into a note payable agreement (“Seller Note 2”) as a result of the transaction to acquire certain assets of Kalahari Brands, Inc., in the principal sum of $ 3,245,843 8% December 31, 2021 8,500,000 4,984,906 3,245,843 Related Party Notes Payable In December 2020 and 2019, the Company entered into note payable agreements (the “Member Notes Payable”) with members of the Company with principal balances of $ 200,000 1,740,000 8% 3,001,366 3,662,067 Effective December 31, 2020, the Company entered into an agreement with certain Class A shareholders (the “Exchange”) who were also noteholders to the business to convert outstanding principle and accrued interest associated with those notes, totaling $ 4,709,317 29,896 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 24 months 6% 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 24 months 6% The terms of the 2020 Convertible Notes and 2019 Convertible Notes (collectively the “Convertible Notes”) are substantively the same. Convertible Notes, continued The Company accounts for the 2020 Convertible Notes and 2019 Convertible Notes in accordance with ASC 470-20-25, “Debt with Conversion and Other Options” 1. Next equity financing – note is convertible at a 20% 60,000,000 2. Transaction conversion – qualifying transaction as defined in the convertible note agreements. This is a contingent event that would not require initial recognition of the stated beneficial conversion feature until contingency is resolved. 3. Maturity - converts at the applicable Conversion Price in the note agreements The Convertible Notes are net of Subscriptions due from certain Members and an Officer of the Company totaling $ 1,650,000 As of December 31, 2020 and 2019, the long-term and short-term principal balances on the Convertible are $ 8,254,390 5,414,390 Payroll Protection Loan On April 10, 2020, the Company received loan proceeds in the amount of $ 1,669,552 The Company met the PPP’s loan forgiveness requirements, and therefore, applied for forgiveness during December of 2020. When legal release is received, the Company will record the amount forgiven as forgiveness income within the other income section of its statement of operations. If any portion of the Company’s PPP loan is not forgiven, the Company will be required to repay that portion, plus interest, over 19 monthly installments with the repayment term beginning at the time that the SBA remits the amount forgiven to the Company’s lender. The SBA reserves the right to audit any PPP loan, regardless of size. These audits may occur after forgiveness has been granted. In accordance with the CARES Act, all borrowers are required to maintain their PPP loan documentation for six years after the PPP loan was forgiven or repaid in full and to provide that documentation to the SBA upon request. Other Notes Payable The Company holds various financing and lease agreements with original principal balances ranging from $ 20,000 34,000 368 585 3.89% 6.81% October 12, 2022 September 13, 2024 212,066 407,893 367,912 210,251 The Other Notes Payable, Related Party Notes Payable, and Seller Notes are subordinated to the Line of Credit and Credit Facility. Future minimum principal payments on the notes payable are as follows for the years ending December 31: Schedule of Future Minimum Principal Payments of Debt 5,769,293 2021 $ 22,649,995 2022 4,493,041 2023 2,744,905 2024 161,093 2025 11,688 $ 30,060,722 |
Related Party Transactions
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions | Note 11 - Related Party Transactions Loan Agreements. In addition to the related party notes payable outlined in Note 8, 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 1,650,000 1,650,000 50,869 1,700,869 Interest expense on the Related Party Convertible Notes totaled $ 6,904 58,972 for the three and nine months ended September 30, 2021, respectively. Interest expense on the Related Party Convertible Notes totaled $ 123,814 327,281 for the three and nine months ended September 30, 2020, respectively. Sale and Leaseback . On May 26, 2021 7,500 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 60,000 2 2.5 Under the Lease Agreement, the Company has three (3) options to extend the term of the lease by five ( 5 Management determined that the sale and leaseback transaction contained continuing involvement and thus used the financing method consistent with ASC 840-40 and ASC 320-20 to account for the transactions. Accordingly, a financing obligation related to the operating lease in the amount of the sale price ($ 7,500 179,993 Other . During the three months ended September 30, 2021, the Company purchased approximately $ 117,643 | 10 RELATED PARTY TRANSACTIONS Related Party Transactions The Company has entered into agreements with certain members and officers of the Company, including debt agreements and conversions, outlined in Note 9, and member loan receivable agreements in the principal amount of $ 1,650,000 3% due and payable at the maturity dates, ranging from July 28, 2024 to December 31, 2024 23,745 0 1,600,229 454,949 Management Agreement MP 10,000 153,438 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies | Note 12 - Commitments and Contingencies 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 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. Operating Leases The Company holds various lease agreements for office and warehouse spaces for the three months ended September 30, 2021. As of September 30, 2021, the Company only held leases in Texas and Massachusetts. Rent expense under the leases was $ 56,434 Future minimum payments required under the lease agreements as of September 30, 2021 follow: Schedule of Future Minimum Payments Required under Lease Agreement 2021 (for the remainder of) $ 83,827 2022 236,439 2023 242,830 2024 249,278 2025 116,309 Thereafter 29,604 $ 958,287 | 11 COMMITMENTS AND CONTINGENCIES Commitments and Contingencies 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 has asserted that the company owes in the excess of $ 1,000,000 Operating Leases The Company holds various lease agreements for office and warehouse spaces for the years ended December 31, 2020 and 2019. As of December 31, 2020, the Company only held leases in Texas and Massachusetts. Rent expense under the leases was $ 258,081 304,349 Future minimum payments required under the lease agreement are as follows as of December 31: Schedule of Future Minimum Payments Required under Lease Agreement 83,827 2021 $ 205,463 2022 172,207 2023 176,670 2024 181,134 2025 46,120 29,604 Total $ 781,594 |
Members_ Equity
Members’ Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Members’ Equity | 12 MEMBERS’ EQUITY Members’ Equity The Company is authorized to issue three types of membership interests (“Members”): Preferred Units (“Preferred”), Class A Units (“Class A”), and Class B Profits Units (“Class B”). In accordance with the LLC Agreement, profits and losses are allocated amongst the Members based on the agreed upon provisions and distributions shall be allocated in accordance with the LLC Agreement. The Company has a Board of Managers who are appointed by the Preferred Unit and Class A Unit holders. Preferred Units The Company has three series of preferred units (“Series 1” “Series 2” “Series 3”). Series 1 and Series 2 Preferred Units receive priority in the event of a capital transaction. Distributions, if any, are to be made to Series 1 and Series 2 Preferred Members equal to their unreturned capital contribution in accordance with the LLC agreement. The Preferred Units earn a cumulative preferred return on their unreturned capital contribution at an annual rate of 8 4,693,110 2,279,593 182,500 89,081 0 Class A Units As of December 31, 2020 and 2019, there were 221,809 Class B Units Class B units represent a profits interest in the Company such that the member will not be allocated any portion of the Company’s pre-issuance value. These Class B units vest in accordance with their respective Restricted Units Grant Agreement and can only receive distributions upon satisfaction of the stated Distribution Threshold. Management does not have any certainty these thresholds will be met and cannot estimate the likelihood of occurrence. Management has determined the fair market value of the Class B Units at the grant date to be minimal since the likelihood to reach such threshold as remote, resulting in no compensation expense. The Company has granted 11,403 15,250 5,431 8,500 0 Liquidation Upon liquidation of the Company, excess assets will first be distributed to creditors. For any remaining amounts of undistributed proceeds, the amount will be distributed to the Members in accordance with the LLC Agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Subsequent Events [Abstract] | ||
Subsequent Events | Note 13 - Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date and through the date these condensed 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 condensed financial statements. During October 2021, the compensation committee of the board of directors of the Company granted an aggregate of 23,934 500,000 31,250 468,750 four | 13 SUBSEQUENT EVENTS Subsequent Events In accordance with ASC 855, Subsequent Events On January 14, 2021, the Company entered a letter of intent to sell its land and facility to a third party for $ 7,500,000 Effective January 26, 2021, the Company obtained a waiver of default and an extension of the maturity date to June 30, 2021 Effective January 22, 2021, the Lender Agreement 2 was amended to extend the maturity date to March 15, 2021 June 15, 2021 Effective January 28, 2021, the VM Agreement was amended to extend the maturity date to June 30, 2021 Effective January 28, 2021, the Company entered into several convertible note agreements totaling $ 10,600,000 6 October 31, 2021 20 On January 28, 2021, the Company entered into the Business Combination Agreement. Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, (i) promptly after the execution and delivery of the Business Combination Agreement, the Company conducted a reorganization via merger pursuant to which Stryve Foods Holdings, LLC, a Texas limited liability company (the “Seller”), become a holding company for the Company, the former owners of the Company became the owners of the Seller, and the former holders of convertible notes of the Company became holders of convertible notes of the Seller, and pursuant to which the Company retained all of its subsidiaries, business, assets and liabilities, and become a wholly-owned subsidiary of the Seller, (ii) prior to the closing, Andina will continue out of the Cayman Islands and into the State of Delaware to re-domicile as and become a Delaware corporation, (iii) at the closing, the Seller will contribute to Holdings all of the issued and outstanding equity interests of the Company in exchange for newly issued non-voting Class B membership interests of Holdings and voting (but non-economic) Class V common stock of Andina, and (iv) Andina will contribute all of its cash and cash equivalents to Holdings, after payment of Andina shareholders that elect to have their Andina shares redeemed or converted in connection with the closing and Andina’s expenses and other liabilities due at the closing, in exchange for newly issued voting Class A membership interests of Holdings. At the closing, Andina will change its name to “Stryve Foods, Inc.” The Company has $ 42,500,000 On March 5, 2021, the Company received notice from the Small Business Administration that the full balance plus any accrued and unpaid interest related to its PPP loan was fully forgiven effective as of January 27, 2021. Effective March 25, 2021, the Company entered into the Replacement VM Agreement and borrowed $ 2,500,000 |
Liquidity
Liquidity | 9 Months Ended |
Sep. 30, 2021 | |
Liquidity | |
Liquidity | Note 2 - Liquidity The Company incurred net losses of approximately $ 20.0 1.5 13.0 27.7 11.3 37 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 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 $ 13.4 |
Shareholders_ Equity
Shareholders’ Equity | 9 Months Ended |
Sep. 30, 2021 | |
Equity [Abstract] | |
Shareholders’ Equity | Note 9 - Shareholders’ Equity The Company’s Amended and Restated Certificate of Incorporation (“Charter”) authorizes the issuance of 610,000,000 400,000,000 0.0001 200,000,000 0.0001 10,000,000 0.0001 Warrants The Company has outstanding 10,997,500 10,800,000 197,500 11.50 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 ● 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 November 11, 2021, there were 197,500 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 800,000 800,000 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 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 As of September 30, 2021, all 2,564,960 |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 10 - 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: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. 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 based on the Company’s assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s liability measured at fair value on a recurring basis at September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Assets Measured on Recurring Basis Description Level September 30, 2021 December 31, 2020 Liabilities: Warrant liability - Private Warrants 3 $ 167,875 $ - 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 at September 30, 2021: Schedule of Binomial Lattice Model for Private Warrants Input July 20, 2021 September 30, 2021 Risk-free interest rate 0.7 % 1.0 % Dividend yield 0.0 % 0.0 % Selected volatility 31.5 % 42.5 % Exercise price $ 11.50 $ 11.50 Market stock price $ 9.20 $ 5.35 On September 30, 2021, the Private Warrants were determined to have a fair value of $ 0.85 167,875 The following table presents the change in the fair value of warrant liabilities for the period: Schedule of Changes in Fair Value of Warrant Liabilities Warrant Fair Values Private Fair value as of July 20, 2021 $ 381,175 Change in fair value (213,300 ) Fair value as of September 30, 2021 $ 167,875 |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Basis of Presentation | Basis of Presentation These interim condensed consolidated financial statements of the Company and its subsidiaries are unaudited. In the opinion of management, all adjustments (consisting of normal recurring accruals) and disclosures necessary for a fair presentation of these interim condensed consolidated financial statements have been included. The results reported in the condensed consolidated financial statements for any interim periods are not necessarily indicative of the results that may be reported for the entire year. The accompanying condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and do not include all information and footnotes necessary for a complete presentation of financial statements in conformity with GAAP. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2020 included in the Form S-4 filed by the Company with the SEC (File No. 333-254927), as amended . The interim results for the nine months ended September 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021. The Company’s condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in the annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). The financial statements include the consolidated accounts of Stryve and its wholly owned subsidiaries. All significant inter-company 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, and impairments of goodwill and long-lived 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. | 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 obsolesce, and impairments of goodwill and long-lived 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. |
Cash Equivalents | Cash Equivalents For purposes of the statement of cash flows, the Company considers all short-term securities with an original maturity date of three months or less when purchased to be cash equivalents. As of and for the years ended December 31, 2020 and 2019, there were no cash equivalents. | |
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 provision of 8 807,853 688,046 744,863 168,464 | |
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 For the three and nine months ended September 30, 2021 and 2020, customer and vendor concentrations in excess of 10% consolidated sales and purchases are as follows: Summary of Customer and Vendor Concentrations For the Three Months For the Nine Months Ended September, 30 Ended September, 30 2021 2020 2021 2020 Customer: Customer A 11 23 12 29 Customer B - 13 10 14 Vendor: Vendor A N/A N/A N/A 23 As of September 30, 2021 the following customers and vendors represented more than 10% of accounts receivable and accounts payable balances: Accounts Accounts Receivable Payable Customer: Customer A 15 Customer B 13 Customer C 11 Customer D 11 Vendor: Vendor A 15 | 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 $ 250,000 310,000 As of and for the year ending December 31, 2020, customer and vendor concentrations in excess of 10% consolidated sales, purchases, accounts receivable, and accounts payable are as follows: Summary of Customer and Vendor Concentrations Sales Purchases Accounts Receivable Accounts Payable Customer A 26 % 24 % Customer B 13 % Customer C 40 % Vendor A 12 % Vendor B 11 % Vendor C 17 % For the year ending December 31, 2019, customer and vendor concentrations in excess of 10% consolidated sales and purchases are as follows: Sales Purchases Customer A 12 % Customer B 21 % Customer C 13 % Vendor C 40 % Vendor D 11 % Vendor E 11 % |
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. The Company accounts for revenue from contracts with customers, which comprises substantially all of its revenue, through the following steps: (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 that is based on a fixed per item charge applied to a variable quantity of product. Generally, this variable consideration 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 Company also maintains consignment arrangements whereby revenue is recognized upon sale of the product to the end customer. The payment terms of the Company’s contracts are generally net thirty to thirty-five 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. In years prior to 2021, customer deduction amounts were insignificant. 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. | 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. The Company accounts for revenue from contracts with customers, which comprises substantially all of its revenue, through the following steps: 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 that is based on a fixed per item charge applied to a variable quantity of product. Generally, this variable consideration 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 Company also maintains consignment arrangements whereby revenue is recognized upon sale of the product to the end customer. The payment terms of the Company’s contracts are generally net thirty to thirty-five 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. In years prior to 2020, customer deduction amounts were insignificant and recognized when incurred. 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. |
Segment Reporting | Segment Reporting The Company uses “the management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision makers for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. The Company’s chief operating decision makers are the Co-Chief Executive Officers (“CEOs”) and the Chief Operating Officer (“COO”) of the Company, who review operating results to make decisions about allocating resources and assessing performance for the entire Company. The Company deploys resources on a consolidated level to all brands of the Company and therefore the Company only identifies one reportable operating segment with multiple product offerings. | |
Performance Obligations | 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. | Performance Obligations The Company has elected the following practical expedients provided for in Topic 606, Revenue from Contracts with Customers 1) The Company is excluding 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 | Disaggregation of Net Sales The following table shows the net sales of the Company disaggregated by channel for the three and nine months ended September 30, 2021 and 2020 (in thousands): Summary of Net Sales Disaggregated by Channel For the Three Months For the Nine Months ended September 30, ended September 30, (In thousands) 2021 2020 2021 2020 e-Commerce $ 2,791 $ 1,860 $ 8,593 $ 4,315 Wholesale 5,355 1,795 9,935 5,103 Private label 916 773 4,720 3,595 Ending balance $ 9,062 $ 4,428 $ 23,248 $ 13,013 | Disaggregation of Net Sales The following table shows the net sales of the Company disaggregated by channel for the years ended December 31, 2020 and 2019 (in thousands). Summary of Net Sales Disaggregated by Channel 2020 2019 E-commerce $ 7,147 $ 1,610 Wholesale $ 6,598 $ 7,229 Private Label $ 3,257 $ 1,931 Net Sales $ 17,002 $ 10,770 |
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. | Inventory Inventories consist of raw materials, work in process, and finished goods, and 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 based for obsolete, damaged, or expired inventory. Write-down and write-offs are included in cost of goods sold. Infrequent and significant write offs are included separately from cost of goods sold in loss on damaged inventory. Standard costing is reflected in the Company’s inventory which approximates a first in first out basis. Management has historically reviewed the Company’s standard costing at each reporting date. |
Prepaid Media Spend | Prepaid Media Spend As of September 30, 2021 and December 31, 2020, the Company sold products to an independent full-service corporate trade company in exchange for future services. The Company has the right to utilize this asset as a credit against future media buying that this trade company performs for the Company. The Company can utilize the credit at any time over five years but estimates they will use a total of $ 650,000 | Prepaid Media Spend During the year ended December 31, 2020, the Company sold products to an independent full-service corporate trade company in exchange for future services. The Company has the right to utilize this asset as a credit against future media buying that this trade company performs for the Company. The Company can utilize the credit at any time over five years, but estimates they will use a third of the current credit within the next year, totaling approximately $ 249,000 |
Property and Equipment | Property and Equipment Property and equipment is stated at cost, net of accumulated depreciation. Depreciation for financial reporting purposes commence when the assets are placed in service on a straight-line basis over the estimated useful lives of the assets or terms of the leases. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major renewals and betterments, which extend the useful lives of existing property and equipment, are capitalized and depreciated. Upon retirement or disposition of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any gain or loss (if any) are reflected in consolidated statements operations. Leasehold improvements are depreciated on a straight-line basis over the shorter of the lease term or estimated useful life of the assets. | |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with Accounting Standards Codification (“ASC”) 360-10, Accounting for the Impairment or Disposal of Long-Lived Assets, | |
Deferred Financing Fees | Deferred Financing Fees The Company incurred deferred financing fees while obtaining debt detailed in Notes 9. These fees are being amortized over the term of the related debt using the effective interest method. Amortization of the deferred financing fees for the years ended December 31, 2020 and 2019 was $ 205,018 0 36,492 0 | |
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 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, 2020 and 2019, 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 Schedule of Purchase Price Consideration Purchase consideration: Cash $ 1,511,900 Seller note payable 3,245,843 Assumption of liabilities 882,438 Relief of liabilities 227,163 Total purchase consideration $ 5,867,344 Assets: Accounts receivable $ 348,853 Inventory $ 356,672 Other assets $ 176,313 Property, plant, and equipment $ 22,672 Intangible asset (brand name) $ 4,962,834 Total assets acquired 5,867,344 Assumption of liabilities (882,438 ) Net assets aquired $ 4,984,906 The brand name is accounted for in accordance with ASC 350, “ Intangibles – Goodwill and Other | |
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 nine months ended September 30, 2021 and 2020 were $ 10,646,991 4,606,340 4,614,032 1,132,695 | Advertising Costs In accordance with ASC 720-35, Advertising Costs 6,123,049 5,642,392 |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. On a proforma basis, had the Company been a corporation for all periods presented, as a result of the recurring losses, any proforma benefit for the utilization of these net operating losses would have been offset by such valuation allowances. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2021 and December 31, 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. | Income Taxes The Company is a Texas limited liability company and accordingly is not a taxpaying entity for federal income tax purposes. The Company’s annual tax income or loss is allocated to individual members for reporting on their own individual federal tax returns. The Company is subject to certain state and local taxes, such amount was not material for the years ended December 31, 2020 and 2019, respectively. The provision for income taxes is calculated under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the consolidated financial statements. The realization of deferred tax assets depended upon the existence of sufficient taxable income, of appropriate character, within the carryback or carryforward periods under the tax law in the applicable tax jurisdiction. Valuation allowances are determined, based on available information, whether it was more likely than not that deferred tax assets would not be realized. Significant judgment is required in determining whether valuation allowances should be established, as well as the amount of such allowances. Income Taxes, continued The Company accounts for uncertain tax positions in accordance with ASC 740-10, Income Taxes Income Taxes Income Taxes |
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. In November of 2020, the FASB proposed a delay and the effective date was deferred until fiscal years beginning after December 15, 2022. The Company is evaluating the effect of adopting ASU 2016-02. 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 not 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 not have an impact to our disclosures. | Recent Accounting Pronouncements 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. On August 15, 2019, the FASB proposed a one-year delay and the effective date was deferred until fiscal years beginning after December 15, 2020. The Company is evaluating the effect of adopting ASU 2016-02. 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. The Company is currently assessing the impact of adopting this standard but does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. 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 is effective for the Company in the first quarter of 2021. The Company does not expect the adoption of the new accounting rules to have a material impact on its consolidated financial statements. |
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. | Fair Value of Financial Instruments The Company’s financial instruments consist primarily of cash, accounts receivable, accounts payable, a line of credit, related party notes payable, 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. |
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 provision of a percentage of sales in addition to known deductions. The percentage provided for was increased from 8 11 976,073 1,603,069 250,772 513,661 516,611 521,964 | |
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 $ 5,867,344 113,237 The brand name is accounted for in accordance with ASC 350, “Intangibles – Goodwill and Other”, and amortized on a straight-line basis over 20 | |
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 September 30, 2020, there were no dilutive securities. As of September 30, 2021, there were 10,997,500 | |
Tax Receivable Agreement | Tax Receivable Agreement In conjunction with the Business Combination, the Company also entered into a Tax Receivable Agreement (the “TRA”) with Seller and Holdings. Pursuant to the TRA, the Company is required to pay Seller 85 | |
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. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Summary of Customer and Vendor Concentrations | For the three and nine months ended September 30, 2021 and 2020, customer and vendor concentrations in excess of 10% consolidated sales and purchases are as follows: Summary of Customer and Vendor Concentrations For the Three Months For the Nine Months Ended September, 30 Ended September, 30 2021 2020 2021 2020 Customer: Customer A 11 23 12 29 Customer B - 13 10 14 Vendor: Vendor A N/A N/A N/A 23 As of September 30, 2021 the following customers and vendors represented more than 10% of accounts receivable and accounts payable balances: Accounts Accounts Receivable Payable Customer: Customer A 15 Customer B 13 Customer C 11 Customer D 11 Vendor: Vendor A 15 | Summary of Customer and Vendor Concentrations Sales Purchases Accounts Receivable Accounts Payable Customer A 26 % 24 % Customer B 13 % Customer C 40 % Vendor A 12 % Vendor B 11 % Vendor C 17 % For the year ending December 31, 2019, customer and vendor concentrations in excess of 10% consolidated sales and purchases are as follows: Sales Purchases Customer A 12 % Customer B 21 % Customer C 13 % Vendor C 40 % Vendor D 11 % Vendor E 11 % |
Summary of Net Sales Disaggregated by Channel | The following table shows the net sales of the Company disaggregated by channel for the three and nine months ended September 30, 2021 and 2020 (in thousands): Summary of Net Sales Disaggregated by Channel For the Three Months For the Nine Months ended September 30, ended September 30, (In thousands) 2021 2020 2021 2020 e-Commerce $ 2,791 $ 1,860 $ 8,593 $ 4,315 Wholesale 5,355 1,795 9,935 5,103 Private label 916 773 4,720 3,595 Ending balance $ 9,062 $ 4,428 $ 23,248 $ 13,013 | The following table shows the net sales of the Company disaggregated by channel for the years ended December 31, 2020 and 2019 (in thousands). Summary of Net Sales Disaggregated by Channel 2020 2019 E-commerce $ 7,147 $ 1,610 Wholesale $ 6,598 $ 7,229 Private Label $ 3,257 $ 1,931 Net Sales $ 17,002 $ 10,770 |
Schedule of Purchase Price Consideration | Schedule of Purchase Price Consideration Purchase consideration: Cash $ 1,511,900 Seller note payable 3,245,843 Assumption of liabilities 882,438 Relief of liabilities 227,163 Total purchase consideration $ 5,867,344 Assets: Accounts receivable $ 348,853 Inventory $ 356,672 Other assets $ 176,313 Property, plant, and equipment $ 22,672 Intangible asset (brand name) $ 4,962,834 Total assets acquired 5,867,344 Assumption of liabilities (882,438 ) Net assets aquired $ 4,984,906 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Schedule of Inventory | As of September 30, 2021 and December 31, 2020, inventory consisted of the following: Schedule of Inventory As of As of September 30, December 31, 2021 2020 Raw materials $ 1,942,674 $ 1,068,259 Work in process 1,212,711 190,610 Finished goods 2,359,145 2,114,164 Total Inventory $ 5,514,530 $ 3,373,033 | Inventory consists of the following as of December 31: Schedule of Inventory 2020 2019 Raw materials $ 1,068,259 $ 344,315 Work in process 190,610 492,082 Finished goods 2,114,164 927,483 Total inventory $ 3,373,033 $ 1,763,880 |
Property & Equipment (Tables)
Property & Equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | ||
Schedule of Property and Equipment | As of September 30, 2021 and December 31, 2020, property and equipment consisted of the following: Schedule of Property and Equipment As of As of September 30, December 31, 2021 2020 Plant and equipment $ 6,145,822 $ 5,507,377 Furniture and fixtures 38,751 35,421 Leasehold improvements 2,022,745 1,922,332 Website 111,002 111,002 Land 242,333 242,333 Building 1,399,200 1,399,200 Total cost 9,959,853 9,217,665 Less accumulated depreciation (3,291,178 ) (2,372,533 ) Property and equipment, net $ 6,668,675 $ 6,845,132 | Property and equipment consists of the following as of December 31: Schedule of Property and Equipment Useful Lives 2020 2019 Plant and equipment 3 5 $ 4,933,875 $ 4,046,634 Furniture and fixtures 3 5 35,421 37,551 Vehicles 5 394,681 502,312 Leasehold improvements Shorter of lease term or economic life 1,922,332 1,926,484 Plates and dies 3 5 178,820 49,001 Website 3 111,002 111,002 Land Indefinite 242,333 180,720 Building 20 1,399,200 1,399,200 Property and equipment, gross 9,217,664 8,252,904 Less: accumulated depreciation (2,372,532 ) (1,117,335 ) Property and equipment, net $ 6,845,132 $ 7,135,569 |
Intangible Asset (Tables)
Intangible Asset (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Schedule of Estimated Future Amortization of Intangibles | The estimated future amortization of intangibles subject to amortization at September 30, 2021 was as follows: Schedule of Estimated Future Amortization of Intangibles 5 Year Schedule 2021 (for the remainder of) $ 60,584 2022 242,480 2023 242,480 2024 242,480 2025 242,480 Thereafter 3,634,438 Total remaining amortization $ 4,664,942 | Schedule of Estimated Future Amortization of Intangibles 2021 $ 248,142 2022 248,142 2023 248,142 2024 248,142 2025 248,142 Thereafter 3,722,126 Total $ 4,962,834 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following as of December 31: Schedule of Accrued Liabilities 2020 2019 Interest payable 976,032 527,239 Insurance liability 15,813 59,346 Payroll liabilities 296,036 11,517 Broker and commission payables 68,093 70,430 Marketing and advertising payables 6,250 257,286 Credit card payables 201,116 145,077 Capital raise payables 94,978 139,932 Professional fees payables - 56,870 Other 52,066 159,961 Accrued liabilities $ 1,710,384 $ 1,427,658 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Debt Disclosure [Abstract] | ||
Schedule of Debt | As of September 30, 2021 and December 31, 2020, debt consisted of the following: Schedule of Debt As of As of September 30, December 31, 2021 2020 Long-term debt $ 294,933 $ 5,677,505 Short-term debt 3,304,897 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 7,099,830 30,060,722 Less: current portion (3,445,495 ) (22,649,995 ) Less: line of credit (3,500,000 ) (3,500,000 ) Notes payable, net of current portion 154,335 3,910,727 Deferred financing fees - (36,492 ) Total notes payable, net $ 154,335 $ 3,874,235 | A breakout of the classifications of debt held as of and for the years ending December 31, 2020 and 2019 are as follows : Schedule of Debt 2020 2019 Long term debt 5,677,505 $ 4,736,622 Short term debt 7,745,843 3,001,366 Related party notes payable 3,001,366 3,662,067 Convertible notes, net of subscriptions to members of the company (Note 10) 8,254,390 5,414,390 Payroll protection loan 1,669,552 - Other notes payable 212,066 407,893 Line of credit (Note 8) 3,500,000 3,500,000 Total notes payable 30,060,722 20,722,338 Less: current portion (22,649,995 ) (2,558,122 ) Less: line of credit (3,500,000 ) (3,500,000 ) Notes payable, net of current portion 3,910,727 14,664,216 Deferred financing fees (36,492 ) - Total notes payable, net $ 3,874,235 $ 14,664,216 |
Schedule of Future Minimum Principal Payments of Debt | Future minimum principal payments on the notes payable are as of September 30, 2021: Schedule of Future Minimum Principal Payments of Debt 2021 (for the remainder of) $ 5,769,293 2022 602,806 2023 574,788 2024 145,146 2025 7,796 $ 7,099,829 | Future minimum principal payments on the notes payable are as follows for the years ending December 31: Schedule of Future Minimum Principal Payments of Debt 5,769,293 2021 $ 22,649,995 2022 4,493,041 2023 2,744,905 2024 161,093 2025 11,688 $ 30,060,722 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Schedule of Future Minimum Payments Required under Lease Agreement | Future minimum payments required under the lease agreements as of September 30, 2021 follow: Schedule of Future Minimum Payments Required under Lease Agreement 2021 (for the remainder of) $ 83,827 2022 236,439 2023 242,830 2024 249,278 2025 116,309 Thereafter 29,604 $ 958,287 | Future minimum payments required under the lease agreement are as follows as of December 31: Schedule of Future Minimum Payments Required under Lease Agreement 83,827 2021 $ 205,463 2022 172,207 2023 176,670 2024 181,134 2025 46,120 29,604 Total $ 781,594 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, 2021 and December 31, 2020 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Schedule of Fair Value Assets Measured on Recurring Basis Description Level September 30, 2021 December 31, 2020 Liabilities: Warrant liability - Private Warrants 3 $ 167,875 $ - |
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 at September 30, 2021: Schedule of Binomial Lattice Model for Private Warrants Input July 20, 2021 September 30, 2021 Risk-free interest rate 0.7 % 1.0 % Dividend yield 0.0 % 0.0 % Selected volatility 31.5 % 42.5 % Exercise price $ 11.50 $ 11.50 Market stock price $ 9.20 $ 5.35 |
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: Schedule of Changes in Fair Value of Warrant Liabilities Warrant Fair Values Private Fair value as of July 20, 2021 $ 381,175 Change in fair value (213,300 ) Fair value as of September 30, 2021 $ 167,875 |
Going Concern and Management__2
Going Concern and Management’s Plan (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Jan. 28, 2021 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Operating loss | $ 8,169,149 | $ 3,478,606 | $ 19,773,059 | $ 10,659,566 | $ 14,272,068 | $ 22,097,227 | |
Net cash used in operations | 27,623,540 | $ 11,295,688 | 15,786,259 | 20,567,926 | |||
Working capital deficit | 26,277,805 | ||||||
Proceeds from equity stock capital | 37,000,000 | ||||||
Convertible notes payable | 8,254,390 | $ 5,414,390 | $ 10,600,000 | ||||
Subscription Agreements [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Proceeds from equity stock capital | $ 42,500,000 |
Summary of Customer and Vendor
Summary of Customer and Vendor Concentrations (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 15.00% | 12.00% | ||||
Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor B [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 11.00% | |||||
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor A [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 23.00% | |||||
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor C [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 17.00% | 40.00% | ||||
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor D [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 11.00% | |||||
Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor E [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 11.00% | |||||
Customer A [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 11.00% | 23.00% | 12.00% | 29.00% | 26.00% | 12.00% |
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 15.00% | 24.00% | ||||
Customer B [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 13.00% | 10.00% | 14.00% | 13.00% | 21.00% | |
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 13.00% | |||||
Customer C [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 13.00% | |||||
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 11.00% | 40.00% | ||||
Customer D [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration percentage | 11.00% |
Summary of Net Sales Disaggrega
Summary of Net Sales Disaggregated by Channel (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Product Information [Line Items] | ||||||
Net sales | $ 9,061,770 | $ 4,428,231 | $ 23,247,568 | $ 13,013,199 | $ 17,002,052 | $ 10,769,623 |
e-Commerce [Member] | ||||||
Product Information [Line Items] | ||||||
Net sales | 2,791,000 | 1,860,000 | 8,593,000 | 4,315,000 | 7,147,000 | 1,610,000 |
Wholesale [Member] | ||||||
Product Information [Line Items] | ||||||
Net sales | 5,355,000 | 1,795,000 | 9,935,000 | 5,103,000 | 6,598,000 | 7,229,000 |
Private Label [Member] | ||||||
Product Information [Line Items] | ||||||
Net sales | $ 916,000 | $ 773,000 | $ 4,720,000 | $ 3,595,000 | $ 3,257,000 | $ 1,931,000 |
Schedule of Purchase Price Cons
Schedule of Purchase Price Consideration (Details) | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Cash | $ 1,511,900 |
Seller note payable | 3,245,843 |
Assumption of liabilities | 882,438 |
Relief of liabilities | 227,163 |
Total assets acquired | 5,867,344 |
Assumption of liabilities | (882,438) |
Net assets aquired | 4,984,906 |
Account Receivable [Member] | |
Total assets acquired | 348,853 |
Inventory [Member] | |
Total assets acquired | 356,672 |
Other Assets [Member] | |
Total assets acquired | 176,313 |
Property Plant And Equipment [Member] | |
Total assets acquired | 22,672 |
Intangible Asset [Member] | |
Total assets acquired | $ 4,962,834 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 11, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | |||||||
Provision of sales, percent | 8.00% | ||||||
Allowance for doubtful accounts | $ 807,853 | $ 688,046 | |||||
Bad debt expense | $ 250,772 | $ 513,661 | 744,863 | 168,464 | |||
Cash, FDIC insured amount | 250,000 | 250,000 | 250,000 | ||||
Cash in excess of FDIC | 310,000 | ||||||
Prepaid media spend | 650,000 | 650,000 | 249,000 | ||||
Amortization of deferred financing fees | 546,262 | 146,077 | 205,018 | ||||
Deferred financing fees | 36,492 | ||||||
Purchase price | 5,867,344 | ||||||
Advertising and marketing expenses | 4,614,032 | $ 1,132,695 | 10,646,991 | 4,606,340 | 6,123,049 | 5,642,392 | |
Allowance for doubtful accounts and returns and deductions | $ 976,073 | 976,073 | 1,603,069 | ||||
Bad debt expense | $ 516,611 | $ 521,964 | |||||
Purchase price to acquire assets and liabilities | $ 1,511,900 | ||||||
Intangible assets, purchase adjustments | $ 113,237 | ||||||
Anti-dilutive securities | 10,997,500 | ||||||
Trade Names [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Amortization period of intangible assets | 20 years | ||||||
TRA | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Percentage of savings required to be paid to the seller | 85.00% | ||||||
Kalahari Brands, Inc [Member] | Asset Purchase Agreement [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Purchase price to acquire assets and liabilities | $ 5,867,344 | ||||||
Minimum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Provision percentage of sales upon level of deductions | 8.00% | ||||||
Maximum [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Provision percentage of sales upon level of deductions | 11.00% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 1,942,674 | $ 1,068,259 | $ 344,315 |
Work in process | 1,212,711 | 190,610 | 492,082 |
Finished goods | 2,359,145 | 2,114,164 | 927,483 |
Total Inventory | $ 5,514,530 | $ 3,373,033 | $ 1,763,880 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |||
Cost of Goods and Services Sold | $ 444,485 | $ 698,224 | |
Obsolete inventory | $ 232,951 | $ 444,485 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Sep. 30, 2021 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 9,217,664 | $ 9,959,853 | $ 8,252,904 |
Less accumulated depreciation | (2,372,532) | (3,291,178) | (1,117,335) |
Property and equipment, net | 6,845,132 | 6,668,675 | 7,135,569 |
Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | 4,933,875 | 4,046,634 | |
Plant and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 5,507,377 | 6,145,822 | |
Plant and Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Plant and Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 35,421 | 38,751 | 37,551 |
Furniture and Fixtures [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Furniture and Fixtures [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 394,681 | 502,312 | |
Useful life | 5 years | ||
Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 1,922,332 | 1,926,484 | |
Useful life, description | Shorter of lease term or economic life | ||
Plates and Dies [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 178,820 | 49,001 | |
Plates and Dies [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 3 years | ||
Plates and Dies [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Useful life | 5 years | ||
Website [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 111,002 | 111,002 | 111,002 |
Useful life | 3 years | ||
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 242,333 | 242,333 | 180,720 |
Useful life, description | Indefinite | ||
Building [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 1,399,200 | 1,399,200 | $ 1,399,200 |
Useful life | 20 years | ||
Leaseholds and Leasehold Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Total cost | $ 1,922,332 | $ 2,022,745 |
Property & Equipment (Details N
Property & Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | ||||||
Depreciation expense | $ 341,707 | $ 315,000 | $ 1,009,192 | $ 962,296 | $ 1,290,128 | $ 1,089,744 |
Schedule of Estimated Future Am
Schedule of Estimated Future Amortization of Intangibles (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Year one | $ 242,480 | $ 248,142 |
Year two | 242,480 | 248,142 |
Year three | 242,480 | 248,142 |
Year four | 242,480 | 248,142 |
Year five | 248,142 | |
Thereafter | 3,634,438 | 3,722,126 |
Total | 4,664,942 | 4,962,834 |
Remainder of fiscal year | 60,584 | |
Total remaining amortization | $ 4,664,942 | $ 4,962,834 |
Intangible Asset (Details Narra
Intangible Asset (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Intangible asset, net | $ 4,664,942 | $ 4,664,942 | $ 4,962,834 | |||
Remaining useful life of intangible asset | 19 years | 20 years | ||||
Amortization expense | $ 60,584 | $ 0 | $ 184,654 | $ 0 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | |||
Interest payable | $ 976,032 | $ 527,239 | |
Insurance liability | 15,813 | 59,346 | |
Payroll liabilities | 296,036 | 11,517 | |
Broker and commission payables | 68,093 | 70,430 | |
Marketing and advertising payables | 6,250 | 257,286 | |
Credit card payables | 201,116 | 145,077 | |
Capital raise payables | 94,978 | 139,932 | |
Professional fees payables | 56,870 | ||
Other | 52,066 | 159,961 | |
Accrued liabilities | $ 687,934 | $ 1,710,384 | $ 1,427,658 |
Line of Credit (Details Narrati
Line of Credit (Details Narrative) - USD ($) | Jun. 23, 2020 | May 29, 2019 | Nov. 29, 2018 | Nov. 01, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Line of credit | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||||
Line of credit outstanding | $ 3,500,000 | $ 3,500,000 | $ 3,500,000 | ||||
Subsequent Event [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Line of credit extended maturity date | Nov. 30, 2021 | ||||||
Waiver for debt covenants extended date | Nov. 30, 2021 | ||||||
Line of Credit Agreement [Member] | |||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||
Maturity date | Dec. 31, 2020 | Jun. 5, 2021 | Nov. 28, 2019 | ||||
Interest rate | 5.25% | 6.00% | |||||
Maximum borrowing capacity | $ 3,500,000 |
Schedule of Debt (Details)
Schedule of Debt (Details) - USD ($) | Sep. 30, 2021 | Jan. 28, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Debt Disclosure [Abstract] | ||||
Long term debt | $ 294,933 | $ 5,677,505 | $ 4,736,622 | |
Short term debt | 3,304,897 | 7,745,843 | 3,001,366 | |
Related party notes payable | 3,001,366 | 3,662,067 | ||
Convertible Notes, net of subscriptions to members | $ 10,600,000 | 8,254,390 | 5,414,390 | |
Payroll protection loan | 1,669,552 | |||
Other notes payable | 212,066 | 407,893 | ||
Line of credit | 3,500,000 | 3,500,000 | 3,500,000 | |
Total notes payable | 7,099,830 | 30,060,722 | 20,722,338 | |
Less: current portion | (3,445,495) | (22,649,995) | (2,558,122) | |
Less: line of credit | (3,500,000) | (3,500,000) | (3,500,000) | |
Notes payable, net of current portion | 154,335 | 3,910,727 | 14,664,216 | |
Deferred financing fees | (36,492) | |||
Total notes payable, net | 154,335 | 3,874,235 | 14,664,216 | |
Total notes payable | $ 7,099,830 | $ 30,060,722 | $ 20,722,338 |
Schedule of Future Minimum Prin
Schedule of Future Minimum Principal Payments of Debt (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Disclosure [Abstract] | ||
2021 (for the remainder of) | $ 5,769,293 | |
Year one | 602,806 | $ 22,649,995 |
Year two | 574,788 | 4,493,041 |
Year three | 145,146 | 2,744,905 |
Year four | 7,796 | 161,093 |
Year five | 11,688 | |
Long-term Debt, Total | $ 7,099,829 | $ 30,060,722 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Nov. 01, 2021 | Mar. 25, 2021 | Mar. 25, 2021 | Mar. 12, 2021 | Jan. 28, 2021 | Jan. 26, 2021 | Jan. 22, 2021 | Dec. 11, 2020 | Jul. 31, 2020 | Jun. 23, 2020 | Jun. 23, 2020 | Apr. 06, 2020 | Jan. 16, 2020 | Jan. 16, 2020 | Jan. 14, 2020 | Jul. 15, 2019 | Dec. 03, 2018 | Aug. 17, 2018 | Jun. 29, 2018 | Feb. 20, 2018 | Feb. 09, 2018 | Jan. 24, 2018 | Dec. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 02, 2019 | Sep. 30, 2021 | Jul. 02, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 02, 2021 | Jun. 30, 2021 | May 24, 2021 | Jan. 13, 2021 | Sep. 04, 2020 | Apr. 10, 2020 | Dec. 31, 2019 | Dec. 15, 2019 |
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | $ 30,060,722 | $ 7,099,829 | $ 7,099,829 | $ 7,099,829 | $ 30,060,722 | ||||||||||||||||||||||||||||||||||
Proceeds from borrowings on pay check protection program loan | $ 1,669,552 | ||||||||||||||||||||||||||||||||||||||
Interest expense on related party notes payable | 34,926 | $ 271,599 | $ 202,112 | $ 808,893 | |||||||||||||||||||||||||||||||||||
Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||
Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 250,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 4,167 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, start date | Jan. 31, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Jan. 14, 2023 | Jun. 30, 2020 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 16.00% | ||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | 237,500 | 237,500 | |||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 250,000 | 250,000 | 250,000 | ||||||||||||||||||||||||||||||||||||
Member Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 190,000 | $ 200,000 | $ 200,000 | $ 1,600,000 | $ 1,740,000 | ||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Short term debt interest rate | 8.00% | 8.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 30, 2021 | ||||||||||||||||||||||||||||||||||||||
Member Notes Payable [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Convertible notes | $ 4,709,317 | $ 4,709,317 | |||||||||||||||||||||||||||||||||||||
Member Notes Payable [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Convertible notes | 29,896 | 29,896 | |||||||||||||||||||||||||||||||||||||
Member Notes Payable [Member] | Common Class A [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 10,900,000 | ||||||||||||||||||||||||||||||||||||||
Two Thousand And Nineteen Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 5,414,390 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Short term debt interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity period | 24 months | ||||||||||||||||||||||||||||||||||||||
Two Thousand And Twenty Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 2,840,000 | $ 2,840,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.00% | ||||||||||||||||||||||||||||||||||||||
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. | ||||||||||||||||||||||||||||||||||||||
Debt instrument maturity period | 24 months | ||||||||||||||||||||||||||||||||||||||
Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | 8,254,390 | 8,254,390 | 5,414,390 | ||||||||||||||||||||||||||||||||||||
Convertible notes | 60,000,000 | $ 60,000,000 | |||||||||||||||||||||||||||||||||||||
Discount percentage | 20.00% | ||||||||||||||||||||||||||||||||||||||
Two Thousand Nineteen and Two Thousand Twenty Convertible Notes [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Convertible notes | 1,650,000 | 1,650,000 | $ 1,650,000 | ||||||||||||||||||||||||||||||||||||
Two Thousand Nineteen and Two Thousand Twenty Convertible Notes [Member] | Members and Officer [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Convertible notes | 1,650,000 | $ 1,650,000 | |||||||||||||||||||||||||||||||||||||
Financing And Lease Agreements [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Collateralized loans secured by net book value | 367,912 | 77,390 | $ 77,390 | 77,390 | $ 367,912 | 210,251 | |||||||||||||||||||||||||||||||||
Maturity date start | Oct. 12, 2022 | Oct. 12, 2022 | |||||||||||||||||||||||||||||||||||||
Maturity date end | Sep. 13, 2024 | Sep. 13, 2024 | |||||||||||||||||||||||||||||||||||||
Carrying amount of debt | $ 212,066 | 111,804 | $ 111,804 | 111,804 | $ 212,066 | 407,893 | |||||||||||||||||||||||||||||||||
Financing And Lease Agreements [Member] | Maximum [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 50,000 | 50,000 | $ 50,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 585 | $ 585 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.81% | 6.81% | 6.81% | 6.81% | 6.81% | ||||||||||||||||||||||||||||||||||
Financing And Lease Agreements [Member] | Minimum [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | $ 20,000 | 34,000 | |||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 368 | $ 368 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 3.89% | 3.89% | 3.89% | 3.89% | 3.89% | ||||||||||||||||||||||||||||||||||
Notes Payable Agreement Two [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 4,610,000 | $ 4,610,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Sep. 30, 2021 | ||||||||||||||||||||||||||||||||||||||
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 | ||||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Collateralized loans secured by net book value | $ 27,887,131 | $ 46,925,790 | $ 46,925,790 | $ 46,925,790 | $ 27,887,131 | $ 19,444,978 | |||||||||||||||||||||||||||||||||
Origin Bank [Member] | Subsequent Event [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Nov. 1, 2021 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, covenant waiver extended date | Nov. 30, 2021 | ||||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Security Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 1,000,000 | $ 156,866 | $ 156,866 | ||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Security Agreement [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 30,820 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, start date | Mar. 5, 2018 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Dec. 31, 2020 | Feb. 4, 2021 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.50% | 6.50% | 6.50% | ||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | $ 156,866 | $ 156,866 | $ 417,956 | ||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Security Agreement [Member] | Promissory Note [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | ||||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Security Agreement Two [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 1,000,000 | $ 156,510 | $ 156,510 | ||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Security Agreement Two [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 30,212 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, start date | Mar. 5, 2018 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Dec. 31, 2020 | Feb. 4, 2021 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 6.50% | 6.50% | 6.50% | ||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | $ 156,510 | $ 156,510 | $ 417,004 | ||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Security Agreement Two [Member] | Promissory Note [Member] | Prime Rate [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 1.00% | ||||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Mortgage Agreemen [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 1,240,000 | 1,160,547 | 1,160,547 | ||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Mortgage Agreemen [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 1,240,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 8,417 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Dec. 31, 2020 | Jun. 5, 2023 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.25% | 5.25% | |||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | 1,160,547 | 1,160,547 | 1,187,308 | ||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Capital Expenditure Agreement [Member] | Notes Payable to Banks [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | 1,521,874 | 1,304,896 | 1,304,896 | 1,304,896 | 1,521,874 | ||||||||||||||||||||||||||||||||||
Debt instrument, maximum borrowing capacity | $ 2,240,000 | ||||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Capital Expenditure Agreement [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | 2,240,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 42,615 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Dec. 31, 2020 | Mar. 5, 2024 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.25% | ||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | $ 1,521,874 | $ 1,521,874 | $ 1,941,508 | ||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Security Agreement Three [Member] | Notes Payable to Banks [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||
Short term debt interest rate | 5.00% | 5.00% | |||||||||||||||||||||||||||||||||||||
Origin Bank [Member] | Security Agreement Three [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, start date | Aug. 5, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Sep. 5, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 5.00% | 5.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | $ 2,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||||||||||
Braaitime LLC [Member] | Notes Payable Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 1,000,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of periodic payment | quarterly | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 50,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, start date | Jul. 1, 2018 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | 8.00% | ||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | $ 0 | $ 0 | $ 700,000 | ||||||||||||||||||||||||||||||||||||
First United Bank And Trust Company [Member] | Business Loan Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 89,001 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 1,664 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Dec. 15, 2023 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 4.49% | ||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | 55,893 | 42,650 | 42,650 | 42,650 | 55,893 | 72,846 | |||||||||||||||||||||||||||||||||
Montgomery Capital Partners III L p [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, start date | Jan. 31, 2020 | ||||||||||||||||||||||||||||||||||||||
Montgomery Capital Partners III L p [Member] | Loan and Security Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Collateralized loans secured by net book value | $ 1,524,933 | $ 1,524,933 | |||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 2,000,000 | $ 2,000,000 | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 4,167 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Jun. 30, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 16.00% | 16.00% | |||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount due | 2,388,315 | 2,388,315 | |||||||||||||||||||||||||||||||||||||
Convertible debt conversion basis | The Lender received a warrant to purchase Class A Units equivalent to 3% of the outstanding equity of the Company. The Company also retained a call provision to call the warrant at any time between issuance and maturity at specific call prices detailed in the Lender Agreement. This call provision possessed by the Company expires upon maturity of the Lender Agreement. Upon expiration of this call provision, the Lender can exercise their warrant for $1. No discount was recorded related to this warrant as it is not exercisable until maturity and if and only if the Company has not exercised its call provisions. | ||||||||||||||||||||||||||||||||||||||
Montgomery Capital Partners III L p [Member] | Loan and Security Agreement Two [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 2,700,000 | ||||||||||||||||||||||||||||||||||||||
Montgomery Capital Partners III L p [Member] | Lender Agreement [Member]. | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 2,000,000 | $ 2,000,000 | 1,888,318 | 1,888,318 | |||||||||||||||||||||||||||||||||||
Van Maren Financial USA Inc [Member] | Notes Payable Agreement [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 3,250,000 | ||||||||||||||||||||||||||||||||||||||
Van Maren Financial USA Inc [Member] | Notes Payable Agreement [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Collateralized loans secured by net book value | 1,524,933 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 2,000,000 | $ 3,250,000 | |||||||||||||||||||||||||||||||||||||
Debt instrument, frequency of periodic payment | monthly | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic payment | $ 5,000 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Jan. 15, 2020 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 12.00% | 12.00% | 36.00% | 66.67% | 66.67% | ||||||||||||||||||||||||||||||||||
Debt instrument, maximum borrowing capacity | $ 4,500,000 | $ 4,500,000 | |||||||||||||||||||||||||||||||||||||
Interest rate during period | 1.00% | ||||||||||||||||||||||||||||||||||||||
Repayment fee | 1.50% | 1.50% | |||||||||||||||||||||||||||||||||||||
Amount drawn | $ 2,500,000 | ||||||||||||||||||||||||||||||||||||||
Van Maren Financial USA Inc [Member] | Notes Payable Agreement [Member] | Notes Payable, Other Payables [Member] | Series 3 Preferred Stock [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 3,001,366 | 3,001,366 | |||||||||||||||||||||||||||||||||||||
Share issued | 2,280.32 | ||||||||||||||||||||||||||||||||||||||
Van Maren Financial USA Inc [Member] | Loan and Security Agreement Two [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Collateralized loans secured by net book value | 1,524,933 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 2,700,000 | $ 2,500,000 | 2,500,000 | ||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, end date | Mar. 15, 2021 | Oct. 6, 2020 | |||||||||||||||||||||||||||||||||||||
Debt instrument, interest rate | 14.00% | ||||||||||||||||||||||||||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 214,540 | ||||||||||||||||||||||||||||||||||||||
Van Maren Financial USA Inc [Member] | Member Notes Payable [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | 3,001,366 | 3,001,366 | $ 3,662,067 | ||||||||||||||||||||||||||||||||||||
Van Maren Financial USA Inc [Member] | Notes Payable Agreement Two [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 4,610,000 | $ 4,610,000 | $ 4,610,000 | ||||||||||||||||||||||||||||||||||||
Kalhari Brands Incorporation [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Collateralized loans secured by net book value | $ 4,984,906 | ||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 3,245,843 | $ 3,245,843 | $ 3,245,843 | ||||||||||||||||||||||||||||||||||||
Debt instrument, periodic interest payment, start date | Dec. 31, 2021 | ||||||||||||||||||||||||||||||||||||||
Short term debt interest rate | 8.00% | ||||||||||||||||||||||||||||||||||||||
Prepaid threshold amount | $ 8,500,000 | ||||||||||||||||||||||||||||||||||||||
Broken Stone Investments, Limited Liability Company [Member] | Promissory Note [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, principal amount | $ 200,000 | ||||||||||||||||||||||||||||||||||||||
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% | ||||||||||||||||||||||||||||||||||||||
Debt instrument, maturity date | Jun. 1, 2023 | ||||||||||||||||||||||||||||||||||||||
Short term debt carrying amount | $ 178,294 | $ 178,294 | $ 178,294 | ||||||||||||||||||||||||||||||||||||
CVI Investments, Incorporation [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 2,300,000 | ||||||||||||||||||||||||||||||||||||||
ICBT Holdings, Limited [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | 1,666,667 | ||||||||||||||||||||||||||||||||||||||
Amount draw down | 833,333 | ||||||||||||||||||||||||||||||||||||||
Montgomery Capital Partners IV, Limited Partnership [Member] | Notes Payable, Other Payables [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||||||||||||||||
Debt instrument, retired amount | $ 2,900,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jul. 20, 2021 | May 26, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Related Party Transaction [Line Items] | ||||||||
Interest expense on related party convertible notes | $ 34,926 | $ 271,599 | $ 202,112 | $ 808,893 | ||||
Non-cash compensation expense | 1,700,869 | 1,700,869 | ||||||
Interest expense recognized | 179,993 | |||||||
Related Party Manufacturer [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Purchase goods from related party | 117,643 | |||||||
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 | 6,904 | $ 123,814 | $ 58,972 | $ 327,281 | ||||
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 | $ 1,650,000 | $ 1,650,000 | $ 1,650,000 | ||||
Debt Instrument, Interest Rate, Stated Percentage | 3.00% | |||||||
Debt Instrument, Maturity Date, Description | due and payable at the maturity dates, ranging from July 28, 2024 to December 31, 2024 | |||||||
Interest income on member’s loan receivable | $ 23,745 | 0 | ||||||
Interest expense on related party convertible notes | 1,600,229 | $ 454,949 | ||||||
Loan receivable forgiven | $ 1,650,000 | |||||||
Accrued interest | $ 50,869 | |||||||
Certain Members and Officers [Member] | Management Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Debt Instrument, Periodic Payment | 10,000 | |||||||
Business Combination, Consideration Transferred | $ 153,438 |
Schedule of Future Minimum Paym
Schedule of Future Minimum Payments Required under Lease Agreement (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Remainder of fiscal year | $ 83,827 | |
Year one | 236,439 | $ 205,463 |
Year two | 242,830 | 172,207 |
Year three | 249,278 | 176,670 |
Year four | 116,309 | 181,134 |
Year five | 46,120 | |
Thereafter | 29,604 | |
Total | $ 958,287 | $ 781,594 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Loss Contingencies [Line Items] | ||||
Rent expense | $ 56,434 | |||
Lease Agreement [Member] | ||||
Loss Contingencies [Line Items] | ||||
Rent expense | $ 258,081 | $ 304,349 | ||
Minimum [Member] | ||||
Loss Contingencies [Line Items] | ||||
Former employee unpaid commissions, unreimbursed expenses | $ 1,000,000 | $ 1,000,000,000,000 |
Members_ Equity (Details Narrat
Members’ Equity (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred units, cumulative earnings | $ 4,693,110 | $ 2,279,593 |
Series One And Series Two Preferred Units [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred Units, Issued | 182,500 | 182,500 |
Preferred Units, Outstanding | 182,500 | 182,500 |
Series Three Preferred Units [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Preferred Units, Outstanding | 89,081 | 0 |
Capital A Units [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Capital unit issued | 221,809 | 221,809 |
Capital Units, Outstanding | 221,809 | 221,809 |
Capital B Units [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Granted, shares | 11,403 | 15,250 |
Forfeitures, shares | 5,431 | |
Stock Issued During Period, Shares | 8,500 | |
Stock Issued During Period, value | $ 0 | |
Preferred Units [Member] | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Annual rate | 8.00% |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] - USD ($) | Oct. 11, 2021 | Mar. 25, 2021 | Mar. 15, 2021 | Jan. 28, 2021 | Jan. 28, 2021 | Jan. 28, 2021 | Jan. 26, 2021 | Jan. 22, 2021 | Jan. 14, 2021 | Oct. 31, 2021 |
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2021 | |||||||||
Non-Employee Directors [Member] | Restricted Stock [Member] | Incentive Plan [Member] | Common Class A [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares granted | 23,934 | |||||||||
Each of Joe Oblas, Jaxie Alt and Alex Hawkins [Member] | Restricted Stock [Member] | Incentive Plan [Member] | Common Class A [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Shares granted | 500,000 | |||||||||
Shares Vested | 31,250 | |||||||||
Remaining shares subject to quarterly vesting | 468,750 | |||||||||
Executive Restricted Stock Grants vesting period | 4 years | |||||||||
Business Combination Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Contingent consideration description | the Company entered a letter of intent to sell its land and facility to a third party for $7,500,000 contingent upon the consummation of the transactions contemplated by the Business Combination Agreement. Additionally, the third-party intends to enter a 12-year master lease with the Company for approximately 53,210 square feet at an initial base rent of $13.72 / square foot plus operating expenses | |||||||||
Business Combination, Consideration Transferred | $ 7,500,000 | |||||||||
Discount percentage | 20.00% | |||||||||
Lender Agreement Two [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Jun. 15, 2021 | Mar. 15, 2021 | ||||||||
V M Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Jun. 30, 2021 | |||||||||
Proceeds from notes payable | $ 2,500,000 | |||||||||
Several Convertible Note Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt Instrument, Maturity Date | Oct. 31, 2021 | |||||||||
Convertible note | $ 10,600,000 | $ 10,600,000 | $ 10,600,000 | |||||||
Interest percentage | 6.00% | 6.00% | 6.00% | |||||||
Subscription Arrangement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Business Combination, Consideration Transferred | $ 42,500,000 |
Organization and Description _2
Organization and Description of Business (Details Narrative) - USD ($) $ in Millions | Jul. 20, 2021 | Sep. 30, 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 | |
Class A Common Stock [Member] | Business Combination Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Conversion of ordinary shares, shares issued | 3,409,949 | |
Class A Common Stock [Member] | Business Combination Agreement [Member] | Bridge Notes [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period, shares, new issues | 1,357,372 | |
Non-Voting Class B Stock [Member] | Business Combination Agreement [Member] | ||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||
Stock issued during period, shares, new issues | 11,502,355 | |
Private Placement Investors [Member] | Class A Common Stock [Member] | Business Combination Agreement [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 (Details Narrative)
Liquidity (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Liquidity | |||||
Net operating losses | $ 20,000,000 | $ 13,000,000 | |||
Non-cash charges | 1,500,000 | ||||
Cash used in operating activities | 27,623,540 | $ 11,295,688 | $ 15,786,259 | $ 20,567,926 | |
Net proceeds of raising equity and debt | $ 37,000,000 | ||||
Repayment of debt | 10,600,000 | ||||
Cash and cash equivalents | $ 13,389,570 | $ 13,389,570 | $ 591,634 | $ 57,053 |
Shareholders_ Equity (Details N
Shareholders’ Equity (Details Narrative) - USD ($) | Sep. 15, 2021 | Nov. 11, 2021 | Sep. 30, 2021 | Dec. 31, 2020 |
Class 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 outstanding | $ 10,997,500 | |||
Shares issued price per share | $ 11.50 | |||
Warrants expiration | Jul. 20, 2026 | |||
Warrants redemption price per share | $ 0.01 | |||
Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Percentage of pre-funded warrants exercise | 9.99% | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Common | ||||
Class of Stock [Line Items] | ||||
Common stock, shares authorized | 200,000,000 | |||
Common stock, par value | $ 0.0001 | |||
Public Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | $ 10,800,000 | |||
Private Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | $ 197,500 | |||
Private Warrants [Member] | Subsequent Event [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants outstanding | $ 197,500 | |||
Class A Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Sale of Stock, Price Per Share | $ 18 | |||
Repurchase of aggregate common stock, shares | 800,000 | |||
Common stock reserved for future issuance | 2,564,960 | 2,564,960 | ||
Pre-Funded Warrants [Member] | ||||
Class of Stock [Line Items] | ||||
Warrants to acquire common stock | 800,000 |
Schedule of Fair Value Assets M
Schedule of Fair Value Assets Measured on Recurring Basis (Details) - Private Warrants [Member] - USD ($) | Dec. 31, 2021 | Sep. 30, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 167,875 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Warrant liability | $ 167,875 |
Schedule of Binomial Lattice Mo
Schedule of Binomial Lattice Model for Private Warrants (Details) | Sep. 30, 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 | 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 | 42.5 | 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 | $ 5.35 | $ 9.20 |
Schedule of Changes in Fair Val
Schedule of Changes in Fair Value of Warrant Liabilities (Details) | 2 Months Ended |
Sep. 30, 2021USD ($) | |
Fair Value Disclosures [Abstract] | |
Fair value as of July 20, 2021 | $ 381,175 |
Change in fair value | (213,300) |
Fair value as of September 30, 2021 | $ 167,875 |
Fair Value Measurements (Detail
Fair Value Measurements (Details Narrative) - Private Warrants [Member] | 9 Months Ended |
Sep. 30, 2021USD ($)$ / shares | |
Class of Warrant or Right [Line Items] | |
Fair value of warrants price per shares | $ / shares | $ 0.85 |
Warrant liability | $ | $ 167,875 |