Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | May 03, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-39773 | |
Entity Registrant Name | Hydrofarm Holdings Group, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 81-4895761 | |
Entity Address, Address Line One | 290 Canal Road | |
Entity Address, City or Town | Fairless Hills | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19030 | |
City Area Code | 707 | |
Local Phone Number | 765-9990 | |
Title of 12(b) Security | Common Stock, $0.0001 par value per share | |
Trading Symbol | HYFM | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,799,666 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0001695295 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 60,264 | $ 75,178 |
Restricted cash | 1,777 | 1,777 |
Accounts receivable, net | 33,520 | 21,626 |
Inventories | 96,277 | 88,618 |
Notes receivable | 0 | 3,151 |
Prepaid expenses and other current assets | 13,825 | 9,567 |
Total current assets | 205,663 | 199,917 |
Property and equipment, net | 3,771 | 3,988 |
Operating lease right-of-use assets | 17,360 | 18,289 |
Intangible assets, net | 51,267 | 52,421 |
Other assets | 4,616 | 1,180 |
Total assets | 282,677 | 275,795 |
Current liabilities: | ||
Accounts payable | 36,807 | 22,638 |
Accrued expenses and other current liabilities | 14,177 | 21,615 |
Current portion of lease liabilities | 3,836 | 3,701 |
Current portion of long-term debt | 822 | 746 |
Total current liabilities | 55,642 | 48,700 |
Long-term lease liabilities | 14,385 | 15,320 |
Long-term debt | 238 | 290 |
Other long-term liabilities | 564 | 567 |
Total liabilities | 70,829 | 64,877 |
Commitments and contingencies (Note 10) | ||
Convertible preferred stock ($0.0001 par value; 50,000,000 shares authorized; 0 shares issued and outstanding at March 31, 2021 and December 31, 2020) | 0 | 0 |
Shareholders’ equity | ||
Common stock ($0.0001 par value; 300,000,000 shares authorized; 33,970,364 and 33,499,953 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively) | 3 | 3 |
Additional paid-in capital | 360,015 | 364,248 |
Accumulated other comprehensive income | 822 | 599 |
Accumulated deficit | (148,992) | (153,932) |
Total stockholders’ equity | 211,848 | 210,918 |
Total liabilities, convertible preferred stock and stockholders’ equity | $ 282,677 | $ 275,795 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Convertible preferred stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Convertible preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Convertible preferred stock, issued (in shares) | 0 | 0 |
Convertible preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares issued (in shares) | 33,970,364 | 33,499,953 |
Common stock, shares outstanding (in shares) | 33,970,364 | 33,499,953 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net sales | $ 111,389 | $ 66,897 |
Cost of goods sold | 88,166 | 55,333 |
Gross profit | 23,223 | 11,564 |
Operating expenses: | ||
Selling, general and administrative | 16,826 | 11,722 |
Impairment, restructuring and other | 15 | 9 |
Income (loss) from operations | 6,382 | (167) |
Interest expense | (90) | (2,803) |
Loss on debt extinguishment | (680) | 0 |
Other income, net | 84 | 21 |
Income (loss) before tax | 5,696 | (2,949) |
Income tax expense | (756) | (144) |
Net income (loss) | 4,940 | (3,093) |
Cumulative dividends allocated to Series A Convertible Preferred Stock | 0 | (634) |
Net income (loss) attributable to common stockholders | 4,940 | (3,727) |
Net income (loss) attributable to common stockholders | $ 4,940 | $ (3,727) |
Net income (loss) per share attributable to common stockholders: | ||
Basic (in dollars per share) | $ 0.15 | $ (0.18) |
Diluted (in dollars per share) | $ 0.13 | $ (0.18) |
Weighted-average shares of common stock outstanding: | ||
Basic (in shares) | 33,717,103 | 20,688,439 |
Diluted (in shares) | 38,997,031 | 20,688,439 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 4,940 | $ (3,093) |
Foreign currency translation gain (loss) | 223 | (1,283) |
Total comprehensive income (loss) | $ 5,163 | $ (4,376) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive (Loss) Income | Accumulated Deficit | Convertible Preferred Stock |
Beginning balance (in shares) at Dec. 31, 2019 | 7,007,429 | |||||
Beginning balance at Dec. 31, 2019 | $ 21,802 | |||||
Beginning balance (in shares) at Dec. 31, 2019 | 20,688,439 | |||||
Beginning balance at Dec. 31, 2019 | $ 9,378 | $ 2 | $ 156,179 | $ (144) | $ (146,659) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs of $169 (in shares) | 717,616 | |||||
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs of $169 | $ 2,342 | |||||
Collection of receivable for issuance of Series A Convertible Preferred Stock | 1,450 | |||||
Stock-based compensation expense | 34 | 34 | ||||
Series A Convertible Preferred Stock cumulative dividend | (634) | (634) | $ 634 | |||
Net income (loss) | (3,093) | (3,093) | ||||
Foreign currency translation gain (loss) | (1,283) | (1,283) | ||||
Ending balance (in shares) at Mar. 31, 2020 | 7,725,045 | |||||
Ending balance at Mar. 31, 2020 | $ 26,228 | |||||
Ending balance (in shares) at Mar. 31, 2020 | 20,688,439 | |||||
Ending balance at Mar. 31, 2020 | $ 4,402 | $ 2 | 155,579 | (1,427) | (149,752) | |
Beginning balance (in shares) at Dec. 31, 2020 | 0 | 0 | ||||
Beginning balance at Dec. 31, 2020 | $ 0 | $ 0 | ||||
Beginning balance (in shares) at Dec. 31, 2020 | 33,499,953 | 33,499,953 | ||||
Beginning balance at Dec. 31, 2020 | $ 210,918 | $ 3 | 364,248 | 599 | (153,932) | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Common stock issued upon exercise of options (in shares) | 32,272 | 32,272 | ||||
Common stock issued upon exercise of options | $ 272 | 272 | ||||
Issuance of common stock for vesting of restricted stock units (in shares) | 214,324 | |||||
Shares repurchased for withholding tax on restricted stock units (in shares) | (88,360) | |||||
Shares repurchased for withholding tax on restricted stock units | (5,506) | (5,506) | ||||
Issuance of common stock under cashless warrant exercise (in shares) | 312,175 | |||||
Stock-based compensation expense | 1,001 | 1,001 | ||||
Series A Convertible Preferred Stock cumulative dividend | 0 | |||||
Net income (loss) | 4,940 | 4,940 | ||||
Foreign currency translation gain (loss) | $ 223 | 223 | ||||
Ending balance (in shares) at Mar. 31, 2021 | 0 | |||||
Ending balance at Mar. 31, 2021 | $ 0 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 33,970,364 | 33,970,364 | ||||
Ending balance at Mar. 31, 2021 | $ 211,848 | $ 3 | $ 360,015 | $ 822 | $ (148,992) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (UNAUDITED) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Convertible Preferred Stock | |
Issuance costs | $ 169 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating Activities | ||
Net income (loss) | $ 4,940 | $ (3,093) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 1,591 | 1,715 |
Stock-based compensation expense | 1,001 | 34 |
Non-cash operating lease expense | 958 | 876 |
Other | 640 | 589 |
Changes in assets and liabilities: | ||
Accounts receivable | (11,554) | (10,056) |
Inventories | (7,496) | 4,316 |
Prepaid expenses and other current assets | (3,970) | 16 |
Other assets | (414) | 36 |
Accounts payable | 14,332 | 1,882 |
Accrued expenses and other current liabilities | (1,840) | 2,816 |
Lease liabilities | (826) | (879) |
Other long-term liabilities | 0 | 1 |
Net cash used in operating activities | (2,638) | (1,747) |
Investing activities | ||
Purchases of property and equipment | (428) | (82) |
Proceeds from notes receivable | 0 | 2,000 |
Other | (17) | 14 |
Net cash (used in) provided by investing activities | (445) | 1,932 |
Financing activities | ||
Payment of withholding tax related to restricted stock units | (11,595) | 0 |
Borrowings under revolving credit facilities | 52,344 | 51,570 |
Repayments of revolving credit facilities | (52,250) | (56,436) |
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs | 0 | 3,792 |
Other | (326) | (160) |
Net cash used in financing activities | (11,827) | (1,234) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (4) | (146) |
Net decrease in cash, cash equivalents and restricted cash | (14,914) | (1,195) |
Cash, cash equivalents and restricted cash at beginning of period | 76,955 | 32,857 |
Cash, cash equivalents and restricted cash at end of period | $ 62,041 | $ 31,662 |
DESCRIPTION OF THE BUSINESS
DESCRIPTION OF THE BUSINESS | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
DESCRIPTION OF THE BUSINESS | DESCRIPTION OF THE BUSINESS Description of the business Hydrofarm Holdings Group, Inc. and its subsidiaries (collectively, the “Company”) was formed in May 2017 under the laws of the state of Delaware to acquire and continue the business of Hydrofarm, LLC established in 1977. The Company is a leading distributor and manufacturer of controlled environment agriculture (“CEA”, principally hydroponics) equipment and supplies, including a broad portfolio of proprietary branded products. Products offered include agricultural lighting devices, indoor climate control equipment, hydroponics and nutrients, and plant additives used to grow, farm and cultivate cannabis, flowers, fruits, plants, vegetables, grains and herbs in controlled environment settings that allow end users to control key farming variables including temperature, humidity, CO 2 , light intensity and color, nutrient concentration and pH. Initial public offering |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K ("2020 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2020 Annual Report. Use of estimates The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, valuation of intangible assets, valuation of stock and warrants issued in private placements, valuation of stock-based compensation, recognition of deferred income taxes, recognition of liabilities related to commitments and contingencies and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available. Segment and entity-wide information Segment information The Company's chief operating decision maker ("CODM") is the chief executive officer ("CEO") who reviews financial information for the purposes of making operating decisions, assessing financial performance and allocating resources. The business is organized as two operating segments, the U.S. and Canada, which meet the criteria for aggregation, and the Company has elected to present them as one reportable segment, which is the distribution and manufacture of CEA equipment and supplies. Aggregation is based on similarities which include the nature of its products, production or acquisition of inventory, customer base, fulfillment and distribution and economic characteristics. Since the Company operates as one reportable segment, all required segment financial information is found in the condensed consolidated financial statements and footnotes with entity-wide disclosures presented below. Entity-wide information Sales to external customers and property and equipment, net in the United States and Canada, determined by the location of the subsidiaries, were as follows: For the three months ended March 31, 2021 2020 United States $ 90,672 $ 53,504 Canada 22,264 14,102 Intersegment eliminations (1,547) (709) Total consolidated net sales $ 111,389 $ 66,897 March 31, December 31, United States $ 3,118 $ 3,272 Canada 653 716 Total property and equipment, net $ 3,771 $ 3,988 All of the products sold by the Company are similar and classified as CEA equipment and supplies. The Company’s underlying accounting records currently do not support presentation of disaggregated net sales and any attempt to report them would be impracticable. Cash, cash equivalents and restricted cash The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the consolidated statements of cash flows. March 31, December 31, Cash and cash equivalents $ 60,264 $ 75,178 Restricted cash 1,777 1,777 Cash and cash equivalents, and restricted cash $ 62,041 $ 76,955 Cash and cash equivalents and restricted cash as of March 31, 2020 were $30,037 and $1,625, respectively, for total cash, cash equivalents and restricted cash as of March 31, 2020 of $31,662. Revenue recognition The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies. Inventory is maintained in regional distribution centers. Payment terms are primarily at the point of sale or due within thirty days. The amount billed to customers for shipping and handling costs included in net sales was $1,245 and $756 for the three months ended March 31, 2021 and 2020, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold under the practical expedient provisions of ASC 606. Deferred revenues are not material. The Company does not receive noncash consideration for the sale of goods. There are no significant financing components. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities under the practical expedient provisions. Income taxes—interim tax provision The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period. Under FASB ASC 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ETR instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to consolidated ordinary income (or loss) for the year-to-date interim period, except in certain circumstances. The Company’s effective tax rates for the three months ended March 31, 2021 and 2020 differ from the federal statutory rate of 21% principally as a result of reducing valuation allowances on the Company's deferred tax assets related to net operating loss carryforward. Fair value No financial assets or liabilities are measured at fair value on a recurring basis for the periods presented. The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued and other current liabilities and revolving asset-backed credit facility approximate their fair value due to their short-term maturities using level 2 inputs. Recently issued accounting pronouncements Adopted in 2021 In October 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-10, Codification Improvements . The amendments improve the codification by having all disclosure-related guidance available in the disclosure sections of the codification. Prior to this ASU, various disclosure requirements or options to present information on the face of the financial statements or as a note to the financial statements were not included in the appropriate disclosure sections of the codification. The codification improvements also contain various other minor amendments to the codification that are not expected to have a significant effect on current accounting practice. The amendments are effective for annual periods beginning after December 15, 2020 and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements. Accounting standards not yet effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , with additional amendments issued subsequently. Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of Topic 326 will have on its condensed consolidated financial statements. |
NET INCOME (LOSS) PER COMMON SH
NET INCOME (LOSS) PER COMMON SHARE (“EPS”) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
NET INCOME (LOSS) PER COMMON SHARE (“EPS”) | NET INCOME (LOSS) PER COMMON SHARE (“EPS”) Basic EPS is computed using net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during each period, excluding unvested restricted stock units (“RSUs”). Diluted EPS represents net income (loss) attributable to common stockholders divided by the weighted-average number of common shares outstanding during the period, including common stock equivalents. Common stock equivalents consist of shares subject to warrants and share-based awards with exercise prices less than the average market price of the Company’s common stock for the period, to the extent their inclusion would be dilutive. Regarding RSUs subject to a market condition, before the end of the contingency period, the number of contingently issuable shares (i.e., RSUs) to be included in diluted EPS would be based on the number of common shares issuable under the terms of the arrangement if the end of the reporting period was the end of the contingency period, assuming the result would be dilutive. Those contingently issuable shares would be included in the denominator of diluted EPS as of the beginning of the period, or as of the grant date of the share-based payment, if later. Net income (loss) per share attributable to common stockholders The following table presents information necessary to calculate basic and diluted EPS for the three months ended March 31, 2021 and 2020: Three months ended March 31, 2021 2020 Net income (loss) $ 4,940 $ (3,093) Cumulative dividends allocated to Series A Convertible Preferred Stock — (634) Net income (loss) available for distribution 4,940 (3,727) Less: Undistributed earnings allocable to participating securities — — Basic and diluted net income (loss) attributable to common stockholders $ 4,940 $ (3,727) Less: Effect on net income (loss) of dilutive securities using the “if converted” method — — Diluted net income (loss) attributable to common stockholders after adjustment for assumed conversions $ 4,940 $ (3,727) Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders 33,717,103 20,688,439 Dilutive effect of warrants using the treasury stock method 2,840,464 — Dilutive effect of restricted stock units using the treasury stock method 1,658,866 — Dilutive effect of stock options using the treasury stock method 780,598 — Weighted-average shares of common stock outstanding for diluted net income (loss) per share attributable to common stockholders 38,997,031 20,688,439 Basic net income (loss) per share attributable to common stockholders $ 0.15 $ (0.18) Diluted net income (loss) per share attributable to common stockholders $ 0.13 $ (0.18) Basic and diluted net income (loss) per share attributable to common stockholders is computed using the two-class method as the convertible preferred stock is determined to be a participating security and the application of the if-converted method is not more dilutive. The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the following potential common shares attributable to common stockholders using the treasury stock method for the weighted-average period during which the units were outstanding: Three months ended March 31, 2021 2020 Shares subject to warrants outstanding 3,701,139 — Shares subject to unvested restricted stock units 1,766,324 — Shares subject to stock options outstanding 912,449 — The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as their inclusion would have an anti-dilutive effect on diluted EPS attributable to common stockholders: Three months ended March 31, 2021 2020 Shares subject to warrants outstanding — 3,886,191 Shares subject to unvested restricted stock units with performance conditions — 1,820,598 Shares subject to stock options outstanding — 796,131 Shares of common stock subject to conversion of 7,725,045 shares Series A Convertible Preferred Stock — 2,291,469 Shares of common stock subject to share settlement of $634 cumulative dividend on Series A Convertible Preferred Stock — 53,729 |
ACCOUNTS RECEIVABLE, NET AND IN
ACCOUNTS RECEIVABLE, NET AND INVENTORIES | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
ACCOUNTS RECEIVABLE, NET AND INVENTORIES | ACCOUNTS RECEIVABLE, NET AND INVENTORIES Accounts receivable, net comprised the following: March 31, December 31, Trade accounts receivable $ 33,207 $ 20,252 Allowance for doubtful accounts (681) (918) Other receivables 994 2,292 Total accounts receivable, net $ 33,520 $ 21,626 Inventories comprised the following: March 31, December 31, Finished goods $ 98,705 $ 91,050 Allowance for inventory obsolescence (2,428) (2,432) Total inventories $ 96,277 $ 88,618 |
OPERATING LEASES
OPERATING LEASES | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company leases its distribution centers from third parties under various non-cancelable lease agreements expiring at various dates through 2030. Certain lease agreements contain renewal options. The Company recognizes operating lease costs over the respective lease periods, including short-term and month-to-month leases. During the three months ended March 31, 2021 and 2020, the Company incurred operating lease costs of $1,494 and $1,418, respectively, included within selling, general and administrative expense in the condensed consolidated statements of operations. Supplemental balance sheet information related to the Company’s operating leases are as follows: March 31, December 31, Assets Operating lease right-of-use assets $ 17,360 $ 18,289 Total leased assets $ 17,360 $ 18,289 Liabilities Current portion of lease liabilities $ 3,836 $ 3,701 Long-term lease liabilities 14,385 15,320 Total lease liabilities $ 18,221 $ 19,021 As of March 31, 2021, future minimum lease payments under non-cancelable operating leases are as follows: Operating For the period of April 1, 2021 to December 31, 2021 $ 3,413 Year ending December 31, 2022 4,069 2023 2,490 2024 2,103 2025 2,156 2026 1,584 Thereafter 5,266 Total rental payments 21,081 Less portion representing interest (2,860) Total principal 18,221 Less current portion (3,836) Long-term portion $ 14,385 In April 2021, the Company executed a lease for approximately 175,000 square feet of warehouse space in Fairfield, CA for a distribution center that the Company will relocate to from its Petaluma, California distribution facility. The new lease commencing August 15, 2021 has a term of 126 months with an option to renew at the then fair market value for another ten years. Rent is abated for the first six months. Thereafter, monthly rent is approximately $77, and increases periodically to the final year where the monthly rent is $134. In April 2021, the Company executed a lease for approximately 147,000 square feet of warehouse space in Fontana, CA to be available upon expiration of the lease for existing space. The new lease commencing July 1, 2021 has a term of 86.5 months with an option to renew for another five years at the greater of 103% of the rent payable during the last month of the initial term or the then fair market value. Rent is abated for the first two and a half months. Thereafter, monthly rent is approximately $115, and increases periodically to the final year where the monthly rent is $141. The future minimum lease payments for executed non-cancelable operating leases not yet commenced are as follows: Operating For the period of April 1, 2021 to December 31, 2021 $ 501 Year ending December 31, 2022 2,272 2023 2,688 2024 2,769 2025 2,853 2026 2,938 Thereafter 10,403 Total rental payments $ 24,424 |
ACCRUED EXPENSES AND OTHER CURR
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities comprised the following: March 31, December 31, Accrued compensation and benefits $ 2,741 $ 9,902 Freight, custom and duty accrual 2,650 2,603 Goods in transit accrual 1,894 3,845 Audit, tax and legal accrual 1,848 237 Corporate tax accrual 1,331 585 Obligations due under a distribution agreement 500 590 Other accrued liabilities 3,213 3,853 Total accrued expenses and other current liabilities $ 14,177 $ 21,615 The December 31, 2020 amounts for audit, tax and legal accrual and corporate tax accrual were reclassified from other accrued liabilities to separate line items to conform to the current year presentation. |
DEBT
DEBT | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Term Loan with Brightwood In May 2017, a term loan in the aggregate principal amount of $75,000 (the “Term Loan”) was obtained by Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “Term Loan Obligors”) from Brightwood Loan Services LLC. The Term Loan was to mature on May 12, 2022 and was secured by substantially all non-working capital assets and a second lien on working capital assets of the Term Loan Obligors. For the three months ended March 31, 2020, the effective interest rate was 12.10% and interest expense was $2,208. The Term Loan was repaid in December 2020. Revolving asset-backed credit facilities On July 11, 2019, Hydrofarm Holdings LLC and certain of its direct and indirect subsidiaries (the “Encina Obligors”) entered into the Encina Credit Facility through a certain Loan and Security Agreement whereby the Encina Obligors obtained a revolving asset-based loan commitment in the maximum amount of $45,000 (inclusive of a limit of up to $15,000 of borrowings for the Canadian borrowers and a swingline facility of up to $2,000), subject to applicable borrowing base availability, through Encina Business Credit, LLC. The Encina Credit Facility was due on the earlier of July 11, 2022 or 90 days prior to the scheduled maturity date of the Term Loan. The Encina Credit Facility was secured by working capital assets and a second lien on non-working capital assets. For the three months ended March 31, 2020, the effective interest rate was 9.10% and interest expense was $523. The Encina Credit Facility was repaid in December 2020 and replaced in March 2021. The unamortized deferred financing costs and early termination fees totaling $680 were recognized as a loss on debt extinguishment in the condensed consolidated statements of operations for the three months ended March 31, 2021. On March 29, 2021, Hydrofarm Holdings Group, Inc. and certain of its direct and indirect subsidiaries (the "JPMorgan Obligors") entered into a Senior Secured Revolving Credit Facility (the "JPMorgan Credit Facility") with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender, and the lenders from time to time party thereto. The JPMorgan Credit Facility replaced the Encina Credit Facility. The JPMorgan Credit Facility is due on the earlier of March 29, 2024 or any earlier date on which the revolving commitments are reduced to zero. The three-year JPMorgan Credit Facility has a borrowing limit of $50,000 with an option to request an increase in the revolving commitment by up to $25,000, drawn in $5,000 increments, for a total not to exceed $75,000, subject to customary condition ("Revolver"). The Revolver maintains an interest rate of LIBOR plus 1.95% and has a 0.0% LIBOR floor. A fee of 0.25% per annum is charged for available but unused borrowings as defined. The JPMorgan Obligors had approximately $50,000 available to borrow under the JPMorgan Credit Facility as of March 31, 2021. The JPMorgan Credit Facility maintains certain reporting requirements, affirmative covenants, negative covenants and financial covenants ("debt covenants"). The financial covenants include that the Company must maintain a minimum fixed charge coverage ratio of 1.1x on a rolling twelve-month basis. The JPMorgan Obligors were in compliance with all debt covenants as of March 31, 2021. The JPMorgan Credit Facility is secured by the Company’s assets and the assets of certain of the Company’s subsidiaries obligated under the JPMorgan Credit Facility. |
CONVERTIBLE PREFERRED STOCK AND
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY | CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY Capital stock As of March 31, 2021, the following summarizes shares authorized, issued and outstanding: Capital stock authorized and outstanding: Shares Shares Convertible preferred stock 50,000,000 — Common stock 300,000,000 33,970,364 As of March 31, 2021, the following summarizes shares of common stock reserved for issuance: Common stock reserved for issuance: Shares reserved Warrants 3,516,086 2020 Employee, Director, and Consultant Equity Incentive Plan 2,197,988 Restricted stock units 1,643,120 Stock options 889,932 Convertible preferred stock classified outside of permanent equity In December 2019, the Company issued 7,007,429 shares of Series A Convertible Preferred Stock (the "Series A preferred stock") with a par value of $24,526 in return for cash of $15,439, conversion of debt with a basis of $7,637, and $1,450 in receivables that were settled in January 2020, less offering costs totaled $1,274. In January and February 2020, an additional 717,616 shares of Series A preferred stock were issued primarily to existing investors for $2,511, less offering costs of $169, for net cash proceeds of $2,342. The Series A preferred stock purchase agreement provided for mandatory conversion upon a qualified IPO based on a formula. Under this formula, all outstanding shares of Series A preferred stock converted into 2,291,469 shares of common stock concurrent with the IPO in December 2020 and the cumulative dividend of $2,597 was settled in cash at the option of the Company rather than in shares of common stock. Common stock Each holder of common stock is entitled to one vote for each share of common stock. Common stockholders have no pre-emptive rights to acquire additional share of common stock or other securities. The common stock is not subject to redemption rights and carries no subscription or conversion rights. In the event of liquidation, the stockholders are entitled to share in corporate assets on a pro rata basis after the Company satisfies all liabilities and after provision is made for any class of capital stock having preference over the common stock. Subject to corporate regulations and preferences to preferred stock, if any, dividends are at the discretion of the Company’s board of directors (the ‘‘Board’’). Warrants As of March 31, 2021, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Investor warrants 3,369,124 $ 16.86 Placement agent warrants 129,981 $ 8.43 Placement agent warrants 16,981 $ 16.86 Total 3,516,086 $ 16.55 For the three months ended March 31, 2021, 155,370 placement agent warrants were exercised on a cashless basis at a price of $16.86 per share for 121,401 shares of common stock and 214,735 placement agent warrants were exercised on as cashless basis at a price of $8.43per share for 190,774 shares of common stock. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | STOCK-BASED COMPENSATION Stock-based compensation plan overview The Company maintains three equity incentive plans: the 2018 Equity Incentive Plan (“2018 Plan”), the 2019 Employee, Director and Consultant Equity Incentive Plan (“2019 Plan”) and the 2020 Employee, Director, and Consultant Equity Incentive Plan (“2020 Plan” and collectively, “Incentive Plans”). The 2020 Plan serves as the successor to the 2019 Plan and 2018 Plan and provides for the issuance of incentive stock options, nonqualified stock options, stock grants and stock-based awards to employees, directors, and consultants of the Company. No further awards will be issued under the 2018 Plan and 2019 Plan. Of the total shares available for grant under the 2020 Plan, 2,197,988 remain available as of March 31, 2021. RSU Activity RSUs granted to certain executives, employees and members of the Board expire 10 years after the grant date. The awards generally have a time-based vesting requirement (based on continuous employment) and certain awards also have a performance-based vesting requirement (defined as a liquidity event including an initial public offering). Upon the IPO, the performance-based vesting requirement was satisfied and the employees became vested in the number of RSUs that had satisfied the time-based vesting requirement. The stock-based compensation expense related to remaining service-based awards is recorded over the remaining requisite service period. The following table summarizes the activity related to the Company's RSUs for the three months ended March 31, 2021. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of March 31, 2021: Number of Weighted Balance, January 1, 2021 1,857,444 $ 6.55 Granted — $ — Vested (214,324) $ 5.56 Balance, March 31, 2021 1,643,120 $ 6.68 As of March 31, 2021, total unamortized stock-based compensation cost related to unvested RSUs was $7,179 and the weighted-average period over which the compensation is expected to be recognized is 2.30 years.The award granted to the member of the Board in July 2020 and modified in November 2020 contains a market-based vesting condition based on the traded value of shares of the Company’s common stock following the IPO over a specific time frame. For this award, the market condition was factored into its fair value. All of the stock-based compensation expense related to this award was recognized upon the IPO in December 2020. The total shares under the unvested RSUs subject to a market-based vesting condition are 296,630 as of March 31, 2021. Stock options The following table summarizes the stock option activity for the three months ended March 31, 2021: Number Weighted Weighted Weighted average Outstanding as of January 1, 2021 922,796 $ 8.81 $ 1.78 8.08 Granted — $ — $ — Forfeited (592) $ 11.06 $ 9.89 Exercised (32,272) 8.43 0.77 Outstanding as of March 31, 2021 889,932 $ 8.82 $ 1.81 7.94 Exercisable as of March 31, 2021 494,980 $ 8.43 $ 0.74 7.39 Unvested as of March 31, 2021 394,952 $ 9.31 $ 3.19 2.29 Vested and expected to vest as of March 31, 2021 889,932 $ 8.82 $ 1.81 7.94 As of March 31, 2021, total compensation cost related to unvested awards not yet recognized was $1,125 and the weighted-average period over which the compensation is expected to be recognized is 2.29 years. |
COMMITMENTS AND CONTINGENCIES,
COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS | COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS Purchase commitments From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period. In June 2020, as part of negotiations with the supplier that began in late 2019, the Company amended its October 2017 agreement to distribute and sell certain garden products for a term ending in December 2024. Under the amended agreement, the Company committed to purchase inventory in periodic minimum volumes on a take-or-pay basis, as defined, over the term of the agreement. In 2021, the Company expects to meet the minimum purchase commitment obligations. Contingencies In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings. Related party transactions—Hydrofarm Distribution Center The Company leases a distribution center in Petaluma, California from entities in which a related party is an investor. For the three months ended March 31, 2021 and 2020, rent expense for the month to month lease totaled $320 and $319, respectively. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTSOn May 3, 2021, the Company acquired 100% of the issued and outstanding membership interests of Field 16, LLC, a Delaware limited liability company ("HEAVY 16"), pursuant to the terms of a unit purchase and contribution agreement, dated April 26, 2021, by and between the Company, HEAVY 16, F16 Holding LLC, a California limited liability company (the “Seller”), and the members of the Seller, for a purchase price of up to $78.1 million, consisting of $63.1 million in cash and $15 million of the Company's common stock, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness of HEAVY 16 (the "Acquisition"). The purchase price includes a potential earn out payment of up to $2.5 million based on achievement of certain performance metrics. In connection with the Acquisition, the Company intends to enter into employment agreements with certain key employees of HEAVY 16.On May 3, 2021, the Company completed its follow-on public offering ("FPO") under a registration statement effective April 28, 2021, in which it issued and sold 5,526,861 shares of its common stock, including the full exercise by the underwriters of its option to purchase 720,894 additional shares of the Company's common stock. The public offering price was $59.00 per share. The Company received net proceeds of approximately $309.8 million from the FPO after deducting underwriting discounts and commissions and estimated offering expenses. |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries and have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the U.S. Securities and Exchange Commission (“SEC”) for interim financial reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These condensed consolidated financial statements have been prepared on the same basis as the Company's annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments, which are necessary for the fair statement of the Company’s financial information. These interim results are not necessarily indicative of the results to be expected for the fiscal year ending December 31, 2021, or for any other interim period or for any other future year. All intercompany balances and transactions have been eliminated in consolidation. The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements of the Company, which is included in the Company's Annual Report on Form 10-K ("2020 Annual Report"). These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto included in the 2020 Annual Report. |
Use of estimates | The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. Significant estimates include provisions for sales returns, rebates and claims from customers, realization of accounts receivable and inventories, valuation of intangible assets, valuation of stock and warrants issued in private placements, valuation of stock-based compensation, recognition of deferred income taxes, recognition of liabilities related to commitments and contingencies and valuation allowances. Actual results may differ from these estimates. On an ongoing basis, the Company reviews its estimates to ensure that these estimates appropriately reflect changes in its business or new information available. |
Revenue recognition | The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”) which requires that revenue recognized from contracts with customers be disaggregated into categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. The Company has determined that revenue is generated from one category, which is the distribution and manufacture of controlled environment agriculture equipment and supplies. Inventory is maintained in regional distribution centers. Payment terms are primarily at the point of sale or due within thirty days. The amount billed to customers for shipping and handling costs included in net sales was $1,245 and $756 for the three months ended March 31, 2021 and 2020, respectively. Shipping and handling costs that occur before the customer obtains control of the goods are deemed to be fulfillment activities and are accounted for as fulfillment costs included in cost of goods sold under the practical expedient provisions of ASC 606. Deferred revenues are not material. The Company does not receive noncash consideration for the sale of goods. There are no significant financing components. Excluded from revenue are any taxes assessed by governmental authorities, including value-added and other sales-related taxes that are imposed on and concurrent with revenue-generating activities under the practical expedient provisions. |
Income taxes—interim tax provision | The income tax provision is calculated for an interim period by distinguishing between elements recognized in the income tax provision through applying an estimated annual effective tax rate (the “ETR”) to a measure of year-to-date operating results referred to as “ordinary income (or loss),” and discretely recognizing specific events referred to as “discrete items” as they occur. The income tax provision or benefit for each interim period is the difference between the year-to-date amount for the current period and the year-to-date amount for the prior period. Under FASB ASC 740-270-30-36, entities subject to income taxes in multiple jurisdictions should apply one overall ETR instead of separate ETRs for each jurisdiction when calculating the interim-period income tax or benefit related to consolidated ordinary income (or loss) for the year-to-date interim period, except in certain circumstances. |
Fair value | The carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued and other current liabilities and revolving asset-backed credit facility approximate their fair value due to their short-term maturities using level 2 inputs. |
Recently issued accounting pronouncements | Adopted in 2021 In October 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-10, Codification Improvements . The amendments improve the codification by having all disclosure-related guidance available in the disclosure sections of the codification. Prior to this ASU, various disclosure requirements or options to present information on the face of the financial statements or as a note to the financial statements were not included in the appropriate disclosure sections of the codification. The codification improvements also contain various other minor amendments to the codification that are not expected to have a significant effect on current accounting practice. The amendments are effective for annual periods beginning after December 15, 2020 and early adoption is permitted. The Company early adopted the standard effective January 1, 2021 with no impact on the condensed consolidated financial statements. Accounting standards not yet effective In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326) , with additional amendments issued subsequently. Topic 326 changes the impairment model for most financial assets. The new model uses a forward-looking expected loss method, which will generally result in earlier recognition of allowances for losses. Topic 326 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact the adoption of Topic 326 will have on its condensed consolidated financial statements. |
Purchase commitments | From time to time in the normal course of business, the Company will enter into agreements with suppliers which provide favorable pricing in return for a commitment to purchase minimum amounts of inventory over a defined time period. |
Contingencies | In the normal course of business, certain claims have been brought against the Company and, where applicable, its suppliers. While there is inherent difficulty in predicting the outcome of such matters, management has vigorously contested the validity of these claims. Based on available information, management believes the claims are without merit and does not expect that the outcome, individually or in the aggregate, would have a material adverse effect on the consolidated financial positions, results of operations, cash flows or future earnings. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Revenue from External Customers by Geographic Areas | Sales to external customers and property and equipment, net in the United States and Canada, determined by the location of the subsidiaries, were as follows: For the three months ended March 31, 2021 2020 United States $ 90,672 $ 53,504 Canada 22,264 14,102 Intersegment eliminations (1,547) (709) Total consolidated net sales $ 111,389 $ 66,897 March 31, December 31, United States $ 3,118 $ 3,272 Canada 653 716 Total property and equipment, net $ 3,771 $ 3,988 |
Long-lived Assets by Geographic Areas | Sales to external customers and property and equipment, net in the United States and Canada, determined by the location of the subsidiaries, were as follows: For the three months ended March 31, 2021 2020 United States $ 90,672 $ 53,504 Canada 22,264 14,102 Intersegment eliminations (1,547) (709) Total consolidated net sales $ 111,389 $ 66,897 March 31, December 31, United States $ 3,118 $ 3,272 Canada 653 716 Total property and equipment, net $ 3,771 $ 3,988 |
Restrictions on Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the consolidated statements of cash flows. March 31, December 31, Cash and cash equivalents $ 60,264 $ 75,178 Restricted cash 1,777 1,777 Cash and cash equivalents, and restricted cash $ 62,041 $ 76,955 |
Schedule of Cash and Cash Equivalents | The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets to the consolidated statements of cash flows. March 31, December 31, Cash and cash equivalents $ 60,264 $ 75,178 Restricted cash 1,777 1,777 Cash and cash equivalents, and restricted cash $ 62,041 $ 76,955 |
NET INCOME (LOSS) PER COMMON _2
NET INCOME (LOSS) PER COMMON SHARE (“EPS”) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table presents information necessary to calculate basic and diluted EPS for the three months ended March 31, 2021 and 2020: Three months ended March 31, 2021 2020 Net income (loss) $ 4,940 $ (3,093) Cumulative dividends allocated to Series A Convertible Preferred Stock — (634) Net income (loss) available for distribution 4,940 (3,727) Less: Undistributed earnings allocable to participating securities — — Basic and diluted net income (loss) attributable to common stockholders $ 4,940 $ (3,727) Less: Effect on net income (loss) of dilutive securities using the “if converted” method — — Diluted net income (loss) attributable to common stockholders after adjustment for assumed conversions $ 4,940 $ (3,727) Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders 33,717,103 20,688,439 Dilutive effect of warrants using the treasury stock method 2,840,464 — Dilutive effect of restricted stock units using the treasury stock method 1,658,866 — Dilutive effect of stock options using the treasury stock method 780,598 — Weighted-average shares of common stock outstanding for diluted net income (loss) per share attributable to common stockholders 38,997,031 20,688,439 Basic net income (loss) per share attributable to common stockholders $ 0.15 $ (0.18) Diluted net income (loss) per share attributable to common stockholders $ 0.13 $ (0.18) |
Schedule of Weighted Average Number of Shares Outstanding | The computation of the weighted-average shares of common stock outstanding for diluted EPS includes the following potential common shares attributable to common stockholders using the treasury stock method for the weighted-average period during which the units were outstanding: Three months ended March 31, 2021 2020 Shares subject to warrants outstanding 3,701,139 — Shares subject to unvested restricted stock units 1,766,324 — Shares subject to stock options outstanding 912,449 — |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The computation of the weighted-average shares of common stock outstanding for diluted EPS excludes the following potential common shares as their inclusion would have an anti-dilutive effect on diluted EPS attributable to common stockholders: Three months ended March 31, 2021 2020 Shares subject to warrants outstanding — 3,886,191 Shares subject to unvested restricted stock units with performance conditions — 1,820,598 Shares subject to stock options outstanding — 796,131 Shares of common stock subject to conversion of 7,725,045 shares Series A Convertible Preferred Stock — 2,291,469 Shares of common stock subject to share settlement of $634 cumulative dividend on Series A Convertible Preferred Stock — 53,729 |
ACCOUNTS RECEIVABLE, NET AND _2
ACCOUNTS RECEIVABLE, NET AND INVENTORIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net comprised the following: March 31, December 31, Trade accounts receivable $ 33,207 $ 20,252 Allowance for doubtful accounts (681) (918) Other receivables 994 2,292 Total accounts receivable, net $ 33,520 $ 21,626 |
Schedule of Inventories | Inventories comprised the following: March 31, December 31, Finished goods $ 98,705 $ 91,050 Allowance for inventory obsolescence (2,428) (2,432) Total inventories $ 96,277 $ 88,618 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Assets And Liabilities, Lessee | Supplemental balance sheet information related to the Company’s operating leases are as follows: March 31, December 31, Assets Operating lease right-of-use assets $ 17,360 $ 18,289 Total leased assets $ 17,360 $ 18,289 Liabilities Current portion of lease liabilities $ 3,836 $ 3,701 Long-term lease liabilities 14,385 15,320 Total lease liabilities $ 18,221 $ 19,021 |
Lessee, Operating Lease, Liability, Maturity | As of March 31, 2021, future minimum lease payments under non-cancelable operating leases are as follows: Operating For the period of April 1, 2021 to December 31, 2021 $ 3,413 Year ending December 31, 2022 4,069 2023 2,490 2024 2,103 2025 2,156 2026 1,584 Thereafter 5,266 Total rental payments 21,081 Less portion representing interest (2,860) Total principal 18,221 Less current portion (3,836) Long-term portion $ 14,385 |
Lessee, Operating Lease, Lease Not yet Commenced, Maturity Schedule | The future minimum lease payments for executed non-cancelable operating leases not yet commenced are as follows: Operating For the period of April 1, 2021 to December 31, 2021 $ 501 Year ending December 31, 2022 2,272 2023 2,688 2024 2,769 2025 2,853 2026 2,938 Thereafter 10,403 Total rental payments $ 24,424 |
ACCRUED EXPENSES AND OTHER CU_2
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities and Other Current Liabilities | Accrued expenses and other current liabilities comprised the following: March 31, December 31, Accrued compensation and benefits $ 2,741 $ 9,902 Freight, custom and duty accrual 2,650 2,603 Goods in transit accrual 1,894 3,845 Audit, tax and legal accrual 1,848 237 Corporate tax accrual 1,331 585 Obligations due under a distribution agreement 500 590 Other accrued liabilities 3,213 3,853 Total accrued expenses and other current liabilities $ 14,177 $ 21,615 |
CONVERTIBLE PREFERRED STOCK A_2
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule of Stock by Class | As of March 31, 2021, the following summarizes shares authorized, issued and outstanding: Capital stock authorized and outstanding: Shares Shares Convertible preferred stock 50,000,000 — Common stock 300,000,000 33,970,364 As of March 31, 2021, the following summarizes shares of common stock reserved for issuance: Common stock reserved for issuance: Shares reserved Warrants 3,516,086 2020 Employee, Director, and Consultant Equity Incentive Plan 2,197,988 Restricted stock units 1,643,120 Stock options 889,932 |
Schedule of Warrants | As of March 31, 2021, the following table summarizes the outstanding warrants: Number of Warrants Exercise Price Investor warrants 3,369,124 $ 16.86 Placement agent warrants 129,981 $ 8.43 Placement agent warrants 16,981 $ 16.86 Total 3,516,086 $ 16.55 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-based Payment Arrangement, Outstanding Award, Activity, Excluding Option | The following table summarizes the activity related to the Company's RSUs for the three months ended March 31, 2021. For purposes of this table, vested RSUs represent the shares for which the service condition had been fulfilled as of March 31, 2021: Number of Weighted Balance, January 1, 2021 1,857,444 $ 6.55 Granted — $ — Vested (214,324) $ 5.56 Balance, March 31, 2021 1,643,120 $ 6.68 |
Share-based Payment Arrangement, Option, Activity | The following table summarizes the stock option activity for the three months ended March 31, 2021: Number Weighted Weighted Weighted average Outstanding as of January 1, 2021 922,796 $ 8.81 $ 1.78 8.08 Granted — $ — $ — Forfeited (592) $ 11.06 $ 9.89 Exercised (32,272) 8.43 0.77 Outstanding as of March 31, 2021 889,932 $ 8.82 $ 1.81 7.94 Exercisable as of March 31, 2021 494,980 $ 8.43 $ 0.74 7.39 Unvested as of March 31, 2021 394,952 $ 9.31 $ 3.19 2.29 Vested and expected to vest as of March 31, 2021 889,932 $ 8.82 $ 1.81 7.94 |
DESCRIPTION OF THE BUSINESS (De
DESCRIPTION OF THE BUSINESS (Details) - Common Stock $ / shares in Units, $ in Millions | Dec. 14, 2020USD ($)$ / sharesshares |
IPO | |
Class of Stock [Line Items] | |
Shares issued in offering (in shares) | 9,966,667 |
Sale of stock, price per share (in dollars per share) | $ / shares | $ 20 |
Proceeds from issuance on offering | $ | $ 182.3 |
Over-Allotment Option | |
Class of Stock [Line Items] | |
Shares issued in offering (in shares) | 1,300,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) | 3 Months Ended | ||
Mar. 31, 2021USD ($)segment | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Class of Stock [Line Items] | |||
Number of operating segments | segment | 2 | ||
Number of reportable segments | segment | 1 | ||
Net sales | $ 111,389,000 | $ 66,897,000 | |
Recurring | |||
Class of Stock [Line Items] | |||
Financial assets | 0 | $ 0 | |
Financial liabilities | 0 | $ 0 | |
Shipping and Handling | |||
Class of Stock [Line Items] | |||
Net sales | $ 1,245,000 | $ 756,000 |
BASIS OF PRESENTATION AND SIG_5
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Entity-wide Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 111,389 | $ 66,897 | |
Property and equipment, net | 3,771 | $ 3,988 | |
United States | |||
Segment Reporting Information [Line Items] | |||
Net sales | 90,672 | 53,504 | |
Property and equipment, net | 3,118 | 3,272 | |
Canada | |||
Segment Reporting Information [Line Items] | |||
Net sales | 22,264 | 14,102 | |
Property and equipment, net | 653 | $ 716 | |
Intersegment eliminations | |||
Segment Reporting Information [Line Items] | |||
Net sales | $ (1,547) | $ (709) |
BASIS OF PRESENTATION AND SIG_6
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash Equivalents And Restricted Cash (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2020 | Dec. 31, 2019 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 60,264 | $ 75,178 | $ 30,037 | |
Restricted cash | 1,777 | 1,777 | 1,625 | |
Cash and cash equivalents, and restricted cash | $ 62,041 | $ 76,955 | $ 31,662 | $ 32,857 |
NET INCOME (LOSS) PER COMMON _3
NET INCOME (LOSS) PER COMMON SHARE (“EPS”) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Net income (loss) | $ 4,940 | $ (3,093) |
Cumulative dividends allocated to Series A Convertible Preferred Stock | 0 | (634) |
Net income (loss) available for distribution | 4,940 | (3,727) |
Less: Undistributed earnings allocable to participating securities | 0 | 0 |
Less: Undistributed earnings allocable to participating securities | 0 | 0 |
Net income (loss) attributable to common stockholders | 4,940 | (3,727) |
Net income (loss) attributable to common stockholders | 4,940 | (3,727) |
Less: Effect on net income (loss) of dilutive securities using the “if converted” method | 0 | 0 |
Diluted net income (loss) attributable to common stockholders after adjustment for assumed conversions | $ 4,940 | $ (3,727) |
Weighted-average shares of common stock outstanding for basic net income (loss) per share attributable to common stockholders (in shares) | 33,717,103 | 20,688,439 |
Dilutive effect of warrants using the treasury stock method (in shares) | 2,840,464 | 0 |
Weighted-average shares of common stock outstanding for diluted net income (loss) per share attributable to common stockholders (in shares) | 38,997,031 | 20,688,439 |
Basic net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.15 | $ (0.18) |
Diluted net income (loss) per share attributable to common stockholders (in dollars per share) | $ 0.13 | $ (0.18) |
Restricted stock units (RSUs) | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Dilutive effect of share-based payments using the treasury stock method | 1,658,866 | 0 |
Stock options | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Dilutive effect of share-based payments using the treasury stock method | 780,598 | 0 |
NET INCOME (LOSS) PER COMMON _4
NET INCOME (LOSS) PER COMMON SHARE (“EPS”) - Shares Outstanding (Details) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Shares subject to (in shares) | 38,997,031 | 20,688,439 |
Warrant | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Shares subject to (in shares) | 3,701,139 | 0 |
Restricted stock units (RSUs) | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Shares subject to (in shares) | 1,766,324 | 0 |
Stock options | ||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||
Shares subject to (in shares) | 912,449 | 0 |
NET INCOME (LOSS) PER COMMON _5
NET INCOME (LOSS) PER COMMON SHARE (“EPS”) - Antidilutive (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Convertible preferred stock, outstanding (in shares) | 0 | 0 | |
Cumulative dividends allocated to Series A Convertible Preferred Stock | $ 0 | $ 634 | |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares subject to (in shares) | 0 | 3,886,191 | |
Restricted stock units (RSUs) with performance conditions | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares subject to (in shares) | 0 | 1,820,598 | |
Stock options | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares subject to (in shares) | 0 | 796,131 | |
Series A Convertible Preferred Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares subject to (in shares) | 0 | 2,291,469 | |
Convertible preferred stock, outstanding (in shares) | 7,725,045 | ||
Series A Convertible Preferred Stock, Share Settlement | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Shares subject to (in shares) | 0 | 53,729 |
ACCOUNTS RECEIVABLE, NET AND _3
ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Trade accounts receivable | $ 33,207 | $ 20,252 |
Allowance for doubtful accounts | (681) | (918) |
Other receivables | 994 | 2,292 |
Total accounts receivable, net | $ 33,520 | $ 21,626 |
ACCOUNTS RECEIVABLE, NET AND _4
ACCOUNTS RECEIVABLE, NET AND INVENTORIES - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Finished goods | $ 98,705 | $ 91,050 |
Allowance for inventory obsolescence | (2,428) | (2,432) |
Total inventories | $ 96,277 | $ 88,618 |
OPERATING LEASES - Narrative (D
OPERATING LEASES - Narrative (Details) ft² in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | |
Apr. 30, 2021USD ($)ft² | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | |
Leases [Abstract] | |||
Operating lease, cost | $ 1,494 | $ 1,418 | |
Subsequent Event | |||
Lessee, Lease, Description [Line Items] | |||
Greater of FMV or rent payable percentage | 103.00% | ||
Fairfield, California | Subsequent Event | |||
Lessee, Lease, Description [Line Items] | |||
Rented area | ft² | 175 | ||
Term of contract | 126 months | ||
Renewal term | 10 years | ||
Rent abated term | 6 months | ||
Periodic payment | $ 77 | ||
Periodic payment, final year | $ 134 | ||
Fontana, California | Subsequent Event | |||
Lessee, Lease, Description [Line Items] | |||
Rented area | ft² | 147 | ||
Term of contract | 86 months 15 days | ||
Renewal term | 5 years | ||
Rent abated term | 2 months 15 days | ||
Periodic payment | $ 115 | ||
Periodic payment, final year | $ 141 |
OPERATING LEASES - Balance Shee
OPERATING LEASES - Balance Sheet (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Operating lease right-of-use assets | $ 17,360 | $ 18,289 |
Total leased assets | 17,360 | 18,289 |
Current portion of lease liabilities | 3,836 | 3,701 |
Long-term lease liabilities | 14,385 | 15,320 |
Total lease liabilities | $ 18,221 | $ 19,021 |
OPERATING LEASES - Future Minim
OPERATING LEASES - Future Minimum Lease Payment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
For the period of April 1, 2021 to December 31, 2021 | $ 3,413 | |
2022 | 4,069 | |
2023 | 2,490 | |
2024 | 2,103 | |
2025 | 2,156 | |
2026 | 1,584 | |
Thereafter | 5,266 | |
Total rental payments | 21,081 | |
Less portion representing interest | (2,860) | |
Total lease liabilities | 18,221 | $ 19,021 |
Less current portion | (3,836) | (3,701) |
Long-term portion | $ 14,385 | $ 15,320 |
OPERATING LEASES - Lease Not ye
OPERATING LEASES - Lease Not yet Commenced Maturity (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Leases [Abstract] | |
For the period of April 1, 2021 to December 31, 2021 | $ 501 |
2022 | 2,272 |
2023 | 2,688 |
2024 | 2,769 |
2025 | 2,853 |
2026 | 2,938 |
Thereafter | 10,403 |
Total rental payments | $ 24,424 |
ACCRUED EXPENSES AND OTHER CU_3
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation and benefits | $ 2,741 | $ 9,902 |
Freight, custom and duty accrual | 2,650 | 2,603 |
Goods in transit accrual | 1,894 | 3,845 |
Audit, tax and legal accrual | 1,848 | 237 |
Corporate tax accrual | 1,331 | 585 |
Obligations due under a distribution agreement | 500 | 590 |
Other accrued liabilities | 3,213 | 3,853 |
Total accrued expenses and other current liabilities | $ 14,177 | $ 21,615 |
DEBT - Narrative (Details)
DEBT - Narrative (Details) | Mar. 29, 2021USD ($) | Jul. 11, 2019USD ($) | Mar. 31, 2021USD ($) | Mar. 31, 2020USD ($) | May 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Loss on debt extinguishment | $ (680,000) | $ 0 | |||
Line of credit facility, accordion feature, increase limit | $ 25,000,000 | ||||
Line of credit facility, accordion feature, withdrawal limit increments | 5,000,000 | ||||
Term Loan | Brightwood | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | ||||
Debt instrument, interest rate, effective percentage | 12.10% | ||||
Interest expense, debt | $ 2,208,000 | ||||
Revolving Asset-baked Credit Facility | Encina Obligors | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 45,000,000 | ||||
Debt instrument, interest rate, effective percentage | 9.10% | ||||
Interest expense, debt | $ 523,000 | ||||
Debt instrument, payment due, period before scheduled maturity date | 90 days | ||||
Loss on debt extinguishment | 680,000 | ||||
Revolving Asset-baked Credit Facility | Encina Obligors | Canada | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 15,000,000 | ||||
JPMorgan Credit Facility | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 50,000,000 | ||||
Debt instrument, term | 3 years | ||||
Line of credit facility, remaining borrowing capacity | $ 50,000,000 | ||||
Covenant , minimum fixed charge coverage ratio multiplier | 1.1 | ||||
Covenant , minimum fixed charge coverage ratio, term | 12 months | ||||
JPMorgan Credit Facility, Revolver | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 75,000,000 | ||||
Line of credit facility, unused capacity, commitment fee percentage | 0.25% | ||||
JPMorgan Credit Facility, Revolver | London Interbank Offered Rate (LIBOR) | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 1.95% | ||||
JPMorgan Credit Facility, Revolver | London Interbank Offered Rate (LIBOR) Floor | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, basis spread on variable rate | 0.00% | ||||
Bridge Loan | Encina Obligors | |||||
Debt Instrument [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | $ 2,000,000 |
CONVERTIBLE PREFERRED STOCK A_3
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Capital Stock (Details) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Class of Stock [Line Items] | ||
Convertible preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 |
Convertible preferred stock, outstanding (in shares) | 0 | 0 |
Common stock, shares authorized (in shares) | 300,000,000 | 300,000,000 |
Common stock, shares outstanding (in shares) | 33,970,364 | 33,499,953 |
2020 Employee, Director, and Consultant Equity Incentive Plan | ||
Class of Stock [Line Items] | ||
Capital shares reserved for future issuance (in shares) | 2,197,988 | |
Warrant | ||
Class of Stock [Line Items] | ||
Capital shares reserved for future issuance (in shares) | 3,516,086 | |
Restricted stock units (RSUs) | ||
Class of Stock [Line Items] | ||
Capital shares reserved for future issuance (in shares) | 1,643,120 | |
Stock options | ||
Class of Stock [Line Items] | ||
Capital shares reserved for future issuance (in shares) | 889,932 |
CONVERTIBLE PREFERRED STOCK A_4
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 14, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Feb. 29, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Class of Stock [Line Items] | ||||||
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs | $ 0 | $ 3,792 | ||||
Dividends, preferred stock, cash | $ 2,597 | |||||
Series A Convertible Preferred Stock | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in Series A offering (in shares) | 7,007,429 | |||||
Preferred stock, par value, gross | $ 24,526 | |||||
Proceeds from issuance of Series A Convertible Preferred Stock, net of issuance costs | 15,439 | $ 2,342 | ||||
Debt conversion, original debt, Amount | 7,637 | |||||
Receivable for issuance of Series A Convertible Preferred Stock | 1,450 | $ 1,450 | ||||
Offering costs | $ 1,274 | $ 169 | ||||
Series A Convertible Preferred Stock | Investor | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in Series A offering (in shares) | 717,616 | |||||
Consideration received per transaction | $ 2,511 | |||||
Common Stock | IPO | ||||||
Class of Stock [Line Items] | ||||||
Shares issued in Series A offering (in shares) | 9,966,667 | |||||
Conversion of stock, shares issued (in shares) | 2,291,469 |
CONVERTIBLE PREFERRED STOCK A_5
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Outstanding Warrants (Details) | Mar. 31, 2021$ / sharesshares |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 3,516,086 |
Exercise price (in dollars per share) | $ / shares | $ 16.55 |
Investor Warrants | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 3,369,124 |
Exercise price (in dollars per share) | $ / shares | $ 16.86 |
Investor Warrants, Placement Agents, $8.43 | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 129,981 |
Exercise price (in dollars per share) | $ / shares | $ 8.43 |
Investor Warrants, Placement Agents, $16.86 | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding (in shares) | shares | 16,981 |
Exercise price (in dollars per share) | $ / shares | $ 16.86 |
CONVERTIBLE PREFERRED STOCK A_6
CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY - Warrant (Details) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 16.55 |
Investor Warrants, Placement Agents, $8.43 | |
Class of Warrant or Right [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 8.43 |
Investor Warrants, Placement Agents, $8.43 | Warrant | |
Class of Warrant or Right [Line Items] | |
Warrants exercised (in shares) | 214,735 |
Investor Warrants, Placement Agents, $8.43 | Common Stock | |
Class of Warrant or Right [Line Items] | |
Number of securities called by warrants or rights (in shares) | 190,774 |
Investor Warrants, Placement Agents, $16.86 | |
Class of Warrant or Right [Line Items] | |
Exercise price (in dollars per share) | $ / shares | $ 16.86 |
Investor Warrants, Placement Agents, $16.86 | Warrant | |
Class of Warrant or Right [Line Items] | |
Warrants exercised (in shares) | 155,370 |
Investor Warrants, Placement Agents, $16.86 | Common Stock | |
Class of Warrant or Right [Line Items] | |
Number of securities called by warrants or rights (in shares) | 121,401 |
STOCK-BASED COMPENSATION - Narr
STOCK-BASED COMPENSATION - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)planshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of equity plans maintained | plan | 3 |
Restricted stock units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expiration period | 10 years |
Cost not yet recognized, amount | $ | $ 7,179 |
Cost not yet recognized, period for recognition | 2 years 3 months 18 days |
Nonvested award subject to market based vesting conditions (in shares) | shares | 296,630 |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Cost not yet recognized, amount | $ | $ 1,125 |
Cost not yet recognized, period for recognition | 2 years 3 months 14 days |
2020 Employee, Director, and Consultant Equity Incentive Plan | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of shares available for grant (in shares) | shares | 2,197,988 |
STOCK-BASED COMPENSATION - RSU
STOCK-BASED COMPENSATION - RSU Activity (Details) - Restricted stock units (RSUs) | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Number of RSUs | |
Balance, beginning (in shares) | shares | 1,857,444 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (214,324) |
Balance, ending (in shares) | shares | 1,643,120 |
Weighted average grant date fair value | |
Balance, beginning (in dollars per shares) | $ / shares | $ 6.55 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 5.56 |
Balance, ending (in dollars shares) | $ / shares | $ 6.68 |
STOCK-BASED COMPENSATION - Stoc
STOCK-BASED COMPENSATION - Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Number | ||
Balance, outstanding, beginning (in shares) | 922,796 | |
Granted (in shares) | 0 | |
Forfeited (in shares) | (592) | |
Exercised (in shares) | (32,272) | |
Balance, outstanding, ending (in shares) | 889,932 | 922,796 |
Exercisable (in shares) | 494,980 | |
Unvested (in shares) | 394,952 | |
Vested and expected to vest (in shares) | 889,932 | |
Weighted average exercise price | ||
Balance, outstanding, beginning (in dollars per share) | $ 8.81 | |
Granted (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 11.06 | |
Exercised (in dollars per share) | 8.43 | |
Balance, outstanding, ending (in dollars per share) | 8.82 | $ 8.81 |
Exercisable (in dollars per share) | 8.43 | |
Unvested (in dollars per share) | 9.31 | |
Vested and expected to vest (in dollars per share) | 8.82 | |
Weighted average grant date fair value | ||
Balance, outstanding, beginning (in dollars per share) | 1.78 | |
Granted (in dollars per share) | 0 | |
Forfeited (in dollars per share) | 9.89 | |
Exercised (in dollars per share) | 0.77 | |
Balance, outstanding, ending (in dollars per share) | 1.81 | $ 1.78 |
Exercisable (in dollars per share) | 0.74 | |
Unvested (in dollars per share) | 3.19 | |
Vested and expected to vest (in dollars per share) | $ 1.81 | |
Weighted average remaining contractual term (years) | ||
Outstanding, term | 7 years 11 months 8 days | 8 years 29 days |
Exercisable, term | 7 years 4 months 20 days | |
Unvested, term | 2 years 3 months 14 days | |
Vested and expected to vest, term | 7 years 11 months 8 days |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES, AND RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Related Party Transaction [Line Items] | ||
Operating lease, expense | $ 958 | $ 876 |
Investor | ||
Related Party Transaction [Line Items] | ||
Operating lease, expense | $ 320 | $ 319 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - Subsequent Event - USD ($) $ / shares in Units, $ in Millions | May 03, 2021 | Apr. 26, 2021 |
Follow-On Public Offering | Common Stock | ||
Subsequent Event [Line Items] | ||
Shares issued in offering (in shares) | 5,526,861 | |
Sale of stock, price per share (in dollars per share) | $ 59 | |
Proceeds from issuance on offering | $ 309.8 | |
Follow-On Public Offering, Over-Allotment Option | Common Stock | ||
Subsequent Event [Line Items] | ||
Shares issued in offering (in shares) | 720,894 | |
F16 Holding LLC (HEAVY 16) | ||
Subsequent Event [Line Items] | ||
Percentage of voting interests acquired | 100.00% | |
Consideration transferred | $ 78.1 | |
Payments to acquire businesses | 63.1 | |
Consideration transferred, equity interests | 15 | |
Earn out payment | $ 2.5 |