Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2021 | Aug. 02, 2021 | |
Document Information Line Items | ||
Entity Registrant Name | TATTOOED CHEF, INC. | |
Trading Symbol | TTCF | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 81,952,543 | |
Amendment Flag | false | |
Entity Central Index Key | 0001741231 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38615 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 82-5457906 | |
Entity Address, Address Line One | 6305 Alondra Blvd | |
Entity Address, City or Town | Paramount | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 90723 | |
City Area Code | (562) | |
Local Phone Number | 602-0822 | |
Title of 12(b) Security | Common stock, par value $0.0001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS | ||
Cash | $ 140,182 | $ 131,579 |
Accounts receivable, net of allowances of $65 and $0 as of June 30, 2021 and December 31, 2020, respectively | 23,018 | 17,991 |
Inventory | 50,818 | 38,660 |
Prepaid expenses and other current assets | 8,592 | 18,240 |
TOTAL CURRENT ASSETS | 222,610 | 206,470 |
Property, plant and equipment, net | 39,231 | 16,083 |
Intangible assets, net | 206 | |
Deferred taxes | 43,525 | |
Goodwill | 19,351 | |
Other assets | 1,947 | 605 |
TOTAL ASSETS | 283,345 | 266,683 |
CURRENT LIABILITIES | ||
Accounts payable | 29,269 | 25,391 |
Accrued expenses | 5,610 | 2,961 |
Line of credit | 2,115 | 22 |
Notes payable to related parties | 25 | 66 |
Notes payable, current portion | 405 | 111 |
Deferred revenue | 950 | 1,711 |
Forward contract derivative liability | 935 | |
Finance lease | 2,917 | |
Other current liabilities | 1,840 | 87 |
TOTAL CURRENT LIABILITIES | 44,066 | 30,349 |
Warrant liability | 2,215 | 5,184 |
Notes payable, net of current portion | 2,724 | 1,990 |
TOTAL LIABILITIES | 49,005 | 37,523 |
COMMITMENTS AND CONTINGENCIES (See Note 20) | ||
STOCKHOLDERS’ EQUITY | ||
Preferred stock- $0.0001 par value; 10,000,000 shares authorized, none issued and outstanding at June 30, 2021 and December 31, 2020 | ||
Common shares- $0.0001 par value; 1,000,000,000 shares authorized; 81,938,668 shares issued and outstanding at June 30, 2021, 71,551,067 shares issued and outstanding at December 31, 2020 | 8 | 7 |
Treasury stock- 0 shares issued and outstanding at June 30, 2021, 81,087 shares issued and outstanding at December 31, 2020 | ||
Additional paid in capital | 231,359 | 164,423 |
Accumulated other comprehensive income (loss) | (100) | 1 |
Retained earnings | 3,073 | 64,729 |
Total equity | 234,340 | 229,160 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 283,345 | $ 266,683 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Net of allowances (in Dollars) | $ 65 | $ 0 |
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 81,938,668 | 71,551,067 |
Common stock, shares outstanding | 81,938,668 | 71,551,067 |
Treasury stock issued | 0 | 81,087 |
Treasury stock outstanding | 0 | 81,087 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
REVENUE | $ 50,716 | $ 34,764 | $ 103,398 | $ 67,934 |
COST OF GOODS SOLD | 42,750 | 31,019 | 89,534 | 54,946 |
GROSS PROFIT | 7,966 | 3,745 | 13,864 | 12,988 |
OPERATING EXPENSES | 15,900 | 2,068 | 28,816 | 4,458 |
(LOSS) INCOME FROM OPERATIONS | (7,934) | 1,677 | (14,952) | 8,530 |
Interest expense | (94) | (157) | (114) | (381) |
Other (expense) income | 817 | 288 | (1,772) | 288 |
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES | (7,211) | 1,808 | (16,838) | 8,437 |
INCOME TAX EXPENSE | (45,985) | (553) | (44,510) | (1,283) |
NET (LOSS) INCOME | (53,196) | 1,255 | (61,348) | 7,154 |
LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTERESTS | 339 | 1,361 | ||
NET (LOSS) INCOME ATTRIBUTABLE TO TATTOOED CHEF, INC. | $ (53,196) | $ 916 | $ (61,348) | $ 5,793 |
NET INCOME (LOSS) PER SHARE | ||||
Basic (in Dollars per share) | $ (0.65) | $ 0.03 | $ (0.76) | $ 0.20 |
Diluted (in Dollars per share) | $ (0.65) | $ 0.03 | $ (0.76) | $ 0.20 |
WEIGHTED AVERAGE COMMON SHARES | ||||
Basic (in Shares) | 81,981,428 | 28,324,038 | 81,121,795 | 28,324,038 |
Diluted (in Shares) | 81,981,428 | 28,324,038 | 81,258,427 | 28,324,038 |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | ||||
Foreign currency translation adjustments | $ (210) | $ 735 | $ (101) | $ 383 |
Total other comprehensive (loss) income, net of tax | (210) | 735 | (101) | 383 |
Comprehensive (loss) income | (53,406) | 1,990 | (61,449) | 7,537 |
Less: comprehensive income attributable to the noncontrolling interest | 384 | 1,395 | ||
Comprehensive (loss) income attributable to Tattooed Chef, Inc. stockholders | $ (53,406) | $ 1,606 | $ (61,449) | $ 6,142 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited) - USD ($) $ in Thousands | Common Stock | Treasury Shares | Additional Paid-In Capital | Accumulated Comprehensive Income (Loss) | Retained Earnings (Deficit) | Redeemable Noncontrolling Interest Amount | Noncontrolling Interests | Total |
BALANCE at Jan. 01, 2020 | $ 3 | $ 2,314 | $ (692) | $ 1,265 | $ 6,930 | $ 256 | $ 3,146 | |
BALANCE (in Shares) at Jan. 01, 2020 | 28,324,038 | |||||||
CAPITAL CONTRIBUTIONS | 355 | 355 | ||||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 349 | 34 | 383 | |||||
DIVIDENDS PAID | (1,950) | (1,950) | ||||||
ACCRETION OF REDEEMABLE NONCONTROLLING INTEREST TO REDEMPTION VALUE | (4,431) | 36,277 | (4,431) | |||||
NET INCOME (LOSS) | 5,793 | 693 | 668 | 6,461 | ||||
BALANCE at Jun. 30, 2020 | $ 3 | 2,314 | (343) | 677 | 43,900 | 1,313 | 3,964 | |
BALANCE (in Shares) at Jun. 30, 2020 | 28,324,038 | |||||||
BALANCE at Apr. 01, 2020 | $ 3 | 2,314 | (1,033) | 273 | 11,785 | 1,198 | 2,755 | |
BALANCE (in Shares) at Apr. 01, 2020 | 28,324,038 | |||||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | 690 | 45 | 735 | |||||
DIVIDENDS PAID | (512) | (512) | ||||||
ACCRETION OF REDEEMABLE NONCONTROLLING INTEREST TO REDEMPTION VALUE | 31,846 | |||||||
NET INCOME (LOSS) | 916 | 269 | 70 | 986 | ||||
BALANCE at Jun. 30, 2020 | $ 3 | 2,314 | (343) | 677 | $ 43,900 | $ 1,313 | 3,964 | |
BALANCE (in Shares) at Jun. 30, 2020 | 28,324,038 | |||||||
BALANCE at Jan. 01, 2021 | $ 7 | 164,423 | 1 | 64,729 | 229,160 | |||
BALANCE (in Shares) at Jan. 01, 2021 | 71,551,067 | (81,087) | ||||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (101) | (101) | ||||||
DIVIDENDS PAID | (308) | (308) | ||||||
STOCK-BASED COMPENSATION | 3,766 | 3,766 | ||||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | 181 | 181 | ||||||
NON-EMPLOYEE STOCK-BASED COMPENSATION (in Shares) | 835,000 | |||||||
FORFEITURE OF STOCK-BASED AWARDS | (445) | (445) | ||||||
FORFEITURE OF STOCK-BASED AWARDS (in Shares) | (395,084) | |||||||
CANCELLATION OF TREASURY SHARES | ||||||||
CANCELLATION OF TREASURY SHARES (in Shares) | (81,087) | 81,087 | ||||||
EXERCISE OF WARRANTS | $ 1 | 63,434 | 63,435 | |||||
EXERCISE OF WARRANTS (in Shares) | 10,028,772 | |||||||
NET INCOME (LOSS) | (61,348) | (61,348) | ||||||
BALANCE at Jun. 30, 2021 | $ 8 | 231,359 | (100) | 3,073 | 234,340 | |||
BALANCE (in Shares) at Jun. 30, 2021 | 81,938,668 | |||||||
BALANCE at Apr. 01, 2021 | $ 8 | 230,970 | 110 | 56,269 | 287,357 | |||
BALANCE (in Shares) at Apr. 01, 2021 | 81,400,199 | |||||||
FOREIGN CURRENCY TRANSLATION ADJUSTMENT | (210) | (210) | ||||||
DIVIDENDS PAID | ||||||||
STOCK-BASED COMPENSATION | 582 | 582 | ||||||
NON-EMPLOYEE STOCK-BASED COMPENSATION | 181 | 181 | ||||||
NON-EMPLOYEE STOCK-BASED COMPENSATION (in Shares) | 835,000 | |||||||
FORFEITURE OF STOCK-BASED AWARDS | (445) | (445) | ||||||
FORFEITURE OF STOCK-BASED AWARDS (in Shares) | (300,000) | |||||||
EXERCISE OF WARRANTS | 71 | 71 | ||||||
EXERCISE OF WARRANTS (in Shares) | 3,469 | |||||||
NET INCOME (LOSS) | (53,196) | (53,196) | ||||||
BALANCE at Jun. 30, 2021 | $ 8 | $ 231,359 | $ (100) | $ 3,073 | $ 234,340 | |||
BALANCE (in Shares) at Jun. 30, 2021 | 81,938,668 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES | ||
Net (loss) income | $ (61,348) | $ 7,154 |
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities: | ||
Depreciation and amortization | 1,448 | 471 |
Bad debt expense | 311 | |
Accretion of debt financing costs | 3 | 34 |
Revaluation of warrant liability | 51 | |
Unrealized forward contract loss | 1,074 | |
Stock compensation expense | 3,502 | |
Deferred taxes, net | 43,525 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,772) | (6,222) |
Inventory | (8,988) | (9,141) |
Prepaid expenses and other assets | (3,641) | (503) |
Accounts payable | (1,961) | 9,118 |
Accrued expenses | 2,571 | 732 |
Deferred revenue | (761) | |
Other current liabilities | 1,614 | 829 |
Net cash (used in) provided by operating activities | (24,372) | 2,472 |
CASH FLOWS FROM INVESTING ACTIVITIES | ||
Purchases of property, plant and equipment | (10,140) | (4,156) |
Acquisition of subsidiaries, net of cash acquired | (33,918) | |
Proceeds from sale of property, plant and equipment | 36 | |
Net cash used in investing activities | (44,058) | (4,120) |
CASH FLOWS FROM FINANCING ACTIVITIES | ||
Net borrowings in line of credit | 2,093 | 4,468 |
Borrowings of notes payable to related parties | 33 | |
Repayments of notes payable to related parties | (42) | (644) |
Borrowings of notes payable | 1,168 | 29 |
Repayments of notes payable | (140) | (327) |
Capital contributions | 355 | |
Proceeds from the exercise of warrants | 73,957 | |
Payment of dividends | (308) | (1,888) |
Net cash provided by financing activities | 76,728 | 2,026 |
NET INCREASE IN CASH | 8,298 | 378 |
EFFECT OF EXCHANGE RATE ON CASH | 305 | 287 |
CASH AT BEGINNING OF PERIOD | 131,579 | 4,537 |
CASH AT END OF PERIOD | 140,182 | 5,202 |
Cash paid for | ||
Interest | 100 | 192 |
Income taxes | 249 | 16 |
Noncash investing and financing activities | ||
Distributions | 1,950 | |
Capital expenditures included in accounts payable | $ 776 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Operations General Tattooed Chef, Inc. was originally incorporated in Delaware on May 4, 2018 under the name of Forum Merger II Corporation (“Forum”), as a special purpose acquisition company (“SPAC”) for the purpose of effecting a merger, capital stock exchange, asset acquisitions, stock purchase, reorganization or similar business combination with one or more business. On October 15, 2020 (the “Closing Date”), Forum consummated the transactions contemplated within the Agreement and Plan of Merger dated June 11, 2020 as amended on August 10, 2020 (the “Merger Agreement”), by and among Forum, Myjojo, Inc., a Delaware corporation (“Myjojo (Delaware)”), Sprout Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Forum (“Merger Sub”), and Salvatore Galletti, in his capacity as the holder representative (the “Holder Representative”). The transactions contemplated by the Merger Agreement are referred to herein as the “Transaction”. Upon the consummation of the Transaction, Merger Sub merged with and into Myjojo (Delaware) (the “Merger”), with Myjojo (Delaware) surviving the merger. Immediately upon the completion of the Transaction, Myjojo (Delaware) became a direct wholly owned subsidiary of Forum. Following the Closing Date, Forum changed its name to Tattooed Chef, Inc. (“Tattooed Chef”). Tattooed Chef’s common stock began trading on the Nasdaq under the symbol “TTCF” on October 16, 2020. Tattooed Chef, Inc. and its subsidiaries, (collectively, the “Company”) are principally engaged in the manufacturing of plant-based foods including, but not limited to, acai and smoothie bowls, zucchini spirals, riced cauliflower, vegetable bowls and cauliflower crust pizza primarily in the United States and Italy. About the Subsidiaries Myjojo, Inc. was an S corporation formed under the laws of California (“Myjojo (California)”) on February 26, 2019 to facilitate a corporate reorganization of Ittella International Inc. On March 27, 2019, the sole stockholder of Ittella International, Inc. contributed all of his share ownership of Ittella International, Inc. to Myjojo (California) in exchange for 100% interest in the latter, becoming Myjojo (California)’s sole stockholder. On May 21, 2020, Myjojo (Delaware) was formed with Salvatore Galletti owning all of the shares of common stock. On May 27, 2020, Myjojo, Inc (California) merged into Myjojo, Inc., (Delaware) with Myjojo, Inc. (Delaware) issuing shares of common stock to the sole stockholder of Myjojo (California). Ittella International, Inc. was formed in California as a tax pass-through entity and subsequently converted on April 10, 2019 to a limited liability company, Ittella International, LLC (“Ittella International”). On April 15, 2019, UMB Capital Corporation (“UMB”), a financial institution, acquired a 12.50% non-controlling interest in Ittella International (Note 3). Ittella’s Chef, Inc. was incorporated under the laws of the State of California on July 20, 2017 as a qualified Subchapter S subsidiary and a wholly owned subsidiary of Ittella International. Ittella’s Chef, Inc. was formed as a tax passthrough entity for purposes of holding Ittella International’s 70% ownership interest in Ittella Italy, S.R.L. (“Ittella Italy”). On March 15, 2019, Ittella’s Chef, Inc. was converted to a limited liability company, Ittella’s Chef, LLC (“Ittella’s Chef”). In connection with the Transaction and as a condition to the Closing, Myjojo (Delaware) entered into a Contribution Agreement with the minority members of Ittella International and the minority shareholders of Ittella Italy. Under the Contribution Agreement, the minority holders contributed all of their equity interests in Ittella International to Myjojo (Delaware) and Ittella Italy to Ittella’s Chef in exchange for Myjojo (Delaware) stock (the “Restructuring”). The Restructuring was consummated prior to the Transaction. The shares of Myjojo (Delaware) were exchanged for shares of Forum’s common stock upon consummation of the Transaction. On May 14, 2021, Tattooed Chef acquired New Mexico Food Distributors, Inc. (“NMFD”) and Karsten Tortilla Factory, LLC (“Karsten”) in an all-cash transaction for approximately $34.09 million (see Note 10). NMFD and Karsten are privately held companies based in Albuquerque, New Mexico. NMFD produces and sells frozen and ready-to-eat New Mexican food products to retail and food service customers through its network of distributors in the United States. NMFD processes its products in two leased facilities located in New Mexico. Basis of Consolidation. Basis of Presentation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 19, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The Transaction was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method, Forum was treated as the “acquired” company (“Accounting Acquiree”) and Myjojo (Delaware), the accounting acquirer, was assumed to have issued stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum were stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization were those of Myjojo (Delaware). The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the reverse recapitalization, have been retroactively restated. Revision of Previously Issued Financial Statements for Correction of Immaterial Errors. The Company revised the accompanying condensed consolidated statements of operations and comprehensive income for the period ended June 30, 2020 to reflect the correction of an immaterial error for amounts previously not reflected in the comprehensive income attributable to noncontrolling interest. This revision has no impact on the Company’s net income, retained earnings, or earnings per share. Revised Condensed Consolidated Statements of Operations and Comprehensive Income As Adjustment As Revised Six months ended June 30, 2020 Comprehensive income $ 7,537 $ - $ 7,537 Less: income (loss) attributable to the noncontrolling interest 34 1,361 1,395 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 7,503 $ (1,361 ) $ 6,142 The Company revised the accompanying condensed consolidated balance sheet as of December 31, 2020, and the consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year ended December 31, 2020 (not included herein) to reflect the correction of an immaterial error related to the classification of Private Placement Warrants. These warrants are now classified as liabilities with the related changes in the fair value of these warrants recorded in the statement of operations and comprehensive income. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, total liabilities and stockholders’ equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement The revised classification and reported values of the Private Placement Warrants as accounted for under ASC 815-40 are included in the condensed consolidated financial statements herein. The following table summarizes the effect of the revision on each financial statement line item as of the dates, and for the periods ended, indicated: Consolidated Balance Sheet As Reported Adjustment As Revised As of December 31, 2020 Warrant liability - 5,184 5,184 Total Liabilities 32,339 5,184 37,523 Additional paid in capital 170,799 (6,376 ) 164,423 Retained earnings 63,537 1,192 64,729 Total Stockholders’ Equity 234,344 (5,184 ) 229,160 Consolidated Statement of Operations As Reported Adjustment As Revised For the year ended December 31, 2020 Other income 38,066 1,192 39,258 Income before provision for income taxes 28,446 1,192 29,638 Net income 68,724 1,192 69,916 Net income attributable to Tattooed Chef, Inc. 67,249 1,192 68,441 Basic net income per share 1.85 0.03 1.88 Diluted net income per share 1.69 0.03 1.72 Consolidated Statement of As Reported Adjustment As Revised For the year ended December 31, 2020 Additional paid in capital from exercise of warrants 66,559 2,696 69,255 Additional paid in capital from reverse recapitalization 91,920 (9,072 ) 82,848 Additional paid in capital ending balance 170,799 (6,376 ) 164,423 Net income in retained earnings 67,249 1,192 68,441 Retained earnings ending balance 63,537 1,192 64,729 Consolidated Statement of Cash Flows As Reported Adjustment As Revised For the year ended December 31, 2020 Cash Flows from Operating Activities: Net income 68,724 1,192 69,916 Adjustments to reconcile net income to net provided by (cash used in) operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 ) The Company revised the accompanying condensed consolidated balance sheet and statement of stockholders’ equity as of December 31, 2020 to reflect the correction of an immaterial error related to the presentation of 81,087 treasury shares. The treasury shares are now presented separately from common stock shares. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, or stockholders’ equity. Fair Value of Financial Instruments. Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company is able to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and can reference interest rates, yield curves, implied volatilities and credit spreads. Level 3 - Inputs are unobservable data points for the asset or liability, and include situations where there is limited, if any, market activity for the asset or liability. Cash. Foreign Currency. The accompanying condensed consolidated financial statements are expressed in United States dollars. Assets and liabilities of foreign operations are translated at period-end rates of exchange. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Equity adjustments resulting from translating foreign currency financial statements are accumulated as a separate component of stockholders’ equity. The Company conducts business globally and is therefore exposed to adverse movements in foreign currency exchange rates, specifically the Euro to US dollar. To limit the exposure related to foreign currency changes, the Company entered into foreign currency exchange forward contracts starting in 2020. The Company does not enter into contracts for speculative purposes. In February 2020, the Company entered into a trading facility for derivative forward contracts. Under this facility, the Company has access to open foreign exchange forward contract instruments to purchase a specific amount of funds in Euros and to settle, on an agreed-upon future date, in a corresponding amount of funds in United States dollars. During the six-months ended June 30, 2021 and 2020, the Company entered into foreign currency exchange forward contracts to purchase 36.36 million Euros and 21.25 million Euros, respectively. The notional amounts of these derivatives are $44.19 million and $23.38 million for the period ended June 30, 2021 and 2020, respectively. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other income net, and substantially offset foreign exchange gains and losses from the short-term effects of foreign currency fluctuations on assets and liabilities, such as purchases, receivables and payables, of which are denominated in currencies other than the functional currency of the reporting entity. These derivative instruments generally have maturities of up to nine months. Accounts Receivable. Inventory. Overhead costs are allocated to the units produced within the reporting period, while abnormal costs are charged to current operations as incurred. The Company monitors the remaining utility of its inventory and writes down inventory for excess or obsolescence as appropriate. Property, Plant and Equipment Goodwill. Long-Lived and Intangible Assets. Warrants. The Agreements with respect to the Company’s Private Placement Warrants include provisions related to determining settlement amounts that preclude the Warrants from being accounted for as components of equity. As these Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Private Placement Warrants are recorded as derivative liabilities on the condensed consolidated balance sheets and measured at fair value at inception (on the Closing date) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed consolidated statements of operations and other comprehensive income (loss) in the period of change. Revenue Recognition. Control generally transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Customer contracts generally do include more than one performance obligation and the performance obligations in the Company’s contracts are satisfied within one year. No payment terms beyond one year are granted at contract inception. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through a third-party vendor and the Company acts as a principal in these transactions. Most contracts also include some form of variable consideration, the most common form are discounts and demonstration costs. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, the Company uses either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. The Company does not have significant unbilled receivable balances arising from transactions with customers. The Company does not capitalize contract inception costs as contracts are generally one year or less and the Company does not incur significant fulfillment costs requiring capitalization. The Company’s deferred revenue balance is primarily comprised of sales to customers whose contractual shipping terms are FOB destination. Deferred revenue was $0.95 million and $1.71 million as of June 30, 2021 and December 31, 2020, respectively. The Company recognizes shipping and handling costs related to products transferred to the end customer as fulfillment cost and includes these costs in cost of goods sold upon delivery of the product to the customer. The Company enters into certain arrangements with its customers to provide inventory for promotional purposes (“Promotional Items”). Such arrangements are not tied to immediate or future sales of any particular product. Instead, the Company will occasionally offer these Promotional Items in a targeted way to increase product awareness. Since a Promotional Item does not provide a material right, it is not considered a distinct performance obligation. As such, the cost of the product is not presented within cost of goods sold and is instead treated as an operating expense. Sales and Marketing Expenses. Interest Expense. Deferred Financing Costs. Stock-based Compensation. Compensation — Stock Compensation Under the provisions of ASC 718, Compensation—Stock Compensation Income Taxes. ASC 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 first be determined to be more likely to be sustained based solely on its technical merits, and if so, then measured to be the largest benefit that has a greater than 50% likelihood of being sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payment, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 15 for more information on the Company’s accounting for income taxes. Accumulated Other Comprehensive Income (Loss). Use of Estimates. Concentrations of Credit Risk. Three customers accounted for 78% and 86% of the Company’s revenue during the three months ended June 30, 2021 and 2020, respectively. Customer 2021 2020 Customer C 29 % 38 % Customer A 37 % 35 % Customer B 12 % 13 % Three customers accounted for 84% and 86% of the Company’s revenue during the six months ended June 30, 2021 and 2020, respectively. Customer 2021 2020 Customer C 35 % 39 % Customer A 38 % 32 % Customer B 11 % 15 % Customers accounting for more than 10% of the Company’s accounts receivable as of June 30, 2021 and December 31, 2020 were: Customer June 30, December 31, Customer A 25 % 24 % Customer B * 10 % Customer C 34 % 53 % * Customer B accounted for less than 10% of accounts receivable as of June 30, 2021. However, Customer B accounted for 10% as of December 31, 2020 and as such was included in the disclosure above for comparison purposes. Segment Information. Long-lived assets consist of property, plant and equipment - net and other non-current assets. The geographic location of long-lived assets is as follows: Definite Lived Intangible Assets (in thousands) June 30, December 31, Italy $ - $ - United States - tradenames 206 - Total $ 206 $ - Definite Lived Intangible Assets Remaining useful life Description: Tradenames 2 Long Lived Assets (in thousands) June 30, December 31, Italy $ 16,132 $ 9,113 United States 23,099 6,970 Total $ 39,231 $ 16,083 COVID-19 Pandemic Despite partial remote working conditions, the Company’s business activities have continued to operate with minimal interruptions. However, the pandemic may adversely affect the Company’s suppliers and could impair its ability to obtain raw material inventory in the quantities or of a quality the Company desires. The Company currently sources a material amount of its raw materials from Italy. Though the Company is not dependent on any single Italian grower for its supply of a certain crop, events (including the pandemic) generally affecting these growers could adversely affect the Company’s business. If the Company is unable to manage its supply chain effectively and ensure that its products are available to meet consumer demand, operating costs could increase, and sales and profit margins could decrease. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Programs that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has elected not to apply for a Paycheck Protection Program loan. The Company has analyzed the provisions of the CARES Act and determined it did not have a material impact on the Company’s financial condition, results of operations or cash flows for the periods presented. The extent to which this pandemic will adversely impact the Company’s future business, financial condition and results of operations is dependent upon various factors, many of which are highly uncertain and outside the control of the Company. Earnings per share. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | 2. RECENT ACCOUNTING PRONOUNCEMENTS The Company is an “emerging growth company” (“EGC”) as defined in the Jumpstart Our Business Startup Act, (JOBS Act), and elected to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies until the Company is no longer an EGC, including the extended transition period for complying with new or revised accounting standards. As of December 31, 2021, the Company will become a large accelerated filer under the rules of the SEC and will cease to qualify as an EGC. In December 2019, the FASB issued Accounting Standards Update (“ASU”) No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Amendments include removal of certain exceptions to the general principles of Topic 740, Income Taxes In March 2020, the FASB issued ASU 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting Recent Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13 (“ASU 2016-13”) regarding ASC Topic 326, Financial Instruments - Credit Losses In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options ) and Derivatives and Hedging—Contracts in Entity’s Own Equity Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02” or “Topic 842”). The purpose of ASU 2016-02 is to provide financial statement users a better understanding of the amount, timing, and uncertainty of cash flows arising from leases. The adoption of ASU 2016-02 will result in the recognition of a right-of-use asset and a lease liability for all leases. New disclosure requirements include qualitative and quantitative information about the amounts recorded in the financial statements. In September 2017, the FASB issued ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842), which provides additional implementation guidance on the previously issued ASU 2016-02 Leases (Topic 842). ASU 2016-02 requires a lessee to recognize assets and liabilities on the balance sheet for all leases with lease terms greater than 12 months. ASU 2016-02 requires a modified retrospective transition by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is effective with the option to elect certain practical expedients and accounting policy elections. The Company will be required to apply the provisions of ASU 2016-02 beginning with the annual reporting period ended December 31, 2021. The Company is currently evaluating the impact of the adoption of this update on its consolidated financial statements. The Company has approximately $4.7 million in operating lease obligations as of June 30, 2021, and as such upon adoption of this standard it will record a right of use asset and lease liability equal to the present value of these leases, which will have a material impact on the condensed consolidated balance sheet. However, the recognition of lease expense in the condensed consolidated statement of operations is not expected to change from the current methodology and no significant changes are expected to the condensed consolidated statement of cash flows upon the adoption of ASU 2016-02. The Company is expecting the impact from the adoption to be material to its condensed consolidated financial statements. |
Redeemable Noncontrolling Inter
Redeemable Noncontrolling Interest | 6 Months Ended |
Jun. 30, 2021 | |
Redeemable Noncontrolling Interest [Abstract] | |
REDEEMABLE NONCONTROLLING INTEREST | 3. Redeemable noncontrolling interest On April 15, 2019, UMB contributed $6.00 million to acquire 6,000 units for a 12.50% ownership interest in Ittella International. The Company incurred issuance costs of $0.13 million resulting in net consideration received of $5.87 million. Per the terms of Ittella International’s operating agreement, UMB was provided with a put right which may cause Ittella International to purchase all, but not less than all of UMB units upon notice (“Put Notice”). UMB could have provided the Put Notice to Ittella International at any time for any reason after April 15, 2024. If Ittella International did not accept the price proposed in the Put Notice, the consideration to be paid by Ittella International to UMB for the units that were the subject of the Put Notice will be the fair market value of the units as established by a third party appraisal, subject to a floor for the fair value at 85%. If the fair value was less than 85% of the consideration proposed by UMB in their Put Notice, UMB may have chosen to abandon the transfer. The put right constituted a redemption feature and therefore UMB’s noncontrolling interest (the “Redeemable Noncontrolling Interest”) was classified as temporary equity (mezzanine) in the accompanying condensed consolidated financial statements. The Redeemable Noncontrolling Interest was initially measured at fair value, which has been determined by the Company to equal the consideration received from UMB, net of transaction costs. The Redeemable Noncontrolling Interest was not redeemable until April 2024; however, it was probable of becoming redeemable with the passage of time. Therefore, the subsequent measurement of the Redeemable Noncontrolling Interest at each reporting date was determined as the higher of (1) the initial carrying amount, increased or decreased for the redeemable noncontrolling interest’s share of net income and other comprehensive income, or (2) the redemption value, which was determined to be fair value per the terms of Ittella International’s operating agreement above. In determining the measurement method of redemption value, the Company elected to accrete changes in the redemption value over the period from the date of issuance to the earliest redemption date (i.e. April 2024) of the instrument using the effective interest method. Changes in the redemption value are considered to be changes in accounting estimates. Redemption value was determined using a combination of the market approach and income approach. Under the market approach, the Company estimated fair value based on market multiples of EBITDA of comparable companies. Under the income approach, the Company measured fair value based on a projected cash flow method using a discount rate determined by its Management which is commensurate with the risk inherent in its current business model. There were no Redeemable Noncontrolling Interest for the three and six months ended June 30, 2021. Changes in the carrying value of the Redeemable Noncontrolling Interest were as follows for the three months ended June 30, 2020: Amount Redeemable Noncontrolling Interest as of April 1, 2020 $ 11,785 Net income attributable to redeemable noncontrolling interest 269 Accretion to redeemable noncontrolling interest 31,846 Redeemable Noncontrolling Interest as of June 30, 2020 $ 43,900 Changes in the carrying value of the Redeemable Noncontrolling Interest were as follows for the six months ended June 30, 2020: Amount Redeemable Noncontrolling Interest as of January 1, 2020 $ 6,930 Net income attributable to redeemable noncontrolling interest 693 Accretion to redeemable noncontrolling interest 36,277 Redeemable Noncontrolling Interest as of June 30, 2020 $ 43,900 All redeemable noncontrolling interest classified as mezzanine equity were reclassified to permanent equity in connection with the contribution of UMB’s 12.50% equity interests in Ittella International to Myjojo (Delaware) in exchange for Myjojo’s (Delaware)’s common stock and were subsequently exchanged for Forum Class A common stock upon consummation of the Transaction (see Note 1). |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition [Abstract] | |
REVENUE RECOGNITION | 4. REVENUE RECOGNITION Nature of Revenues Substantially all of the Company’s revenue from contracts with customers consist of the sale of plant-based foods including, but not limited to, acai and smoothie bowls, zucchini spirals, riced cauliflower, vegetable bowls and cauliflower crust pizza in the United States and is recognized at a point in time in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods. Each unit of food product sold to the customer is the performance obligation. Revenue from the sale of frozen food products is recognized upon the transfer of control to the customer, which is upon shipment to the customer. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through third-party vendors and the Company acts as a principal in these transactions. All sales are recorded within revenue on the accompanying condensed consolidated statements of operations and comprehensive income (loss). The Company does not have any contract assets or contract liabilities as at June 30, 2021 and 2020. Revenue streams for the three months ended June 30, 2021 and 2020 were as follows: 2021 2020 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 33,088 65 % $ 20,387 59 % Private Label 17,288 34 % 14,261 40 % Other revenues 340 1 % 116 1 % Total $ 50,716 $ 34,764 Revenue streams for the six months ended June 30, 2021 and 2020 were as follows: 2021 2020 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 69,081 67 % $ 38,249 56 % Private Label 33,659 32 % 29,151 43 % Other revenues 658 1 % 534 1 % Total $ 103,398 $ 67,934 Significant Judgments Generally, the Company’s contracts with customers comprise a written quote and customer purchase order or statement of work and are governed by the Company’s trade terms and conditions. In certain instances, it may be further supplemented by separate pricing agreements. All products are sold on a standalone basis; therefore, when more than one product is included in a purchase order, the Company has observable evidence of stand-alone selling price. Contracts do not contain a significant financing component as payment terms on invoiced amounts are typically between 7 to 45 days, based on the Company’s credit assessment of individual customers, as well as industry expectations. Product returns are not significant. The contracts with customers do not include any additional performance obligations related to warranties and material rights. From time to time, the Company may offer incentives to its customers considered to be variable consideration including discounts and demonstration costs. Customer incentives considered to be variable consideration are recorded as a reduction to revenue as part of the transaction price based on the agreement at the time of the transaction. Customer incentives are allocated entirely to the single performance obligation of transferring product to the customer. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
ACCOUNTS RECEIVABLE, NET | 5. ACCOUNTS RECEIVABLE, NET Accounts receivable are reduced by an allowance for an estimate of amounts that are uncollectible. The Company’s receivables are significantly derived from customers in the United States. The Company extends credit to its customers based upon its evaluation of the following factors: (i) the customer’s financial condition, (ii) the amount of credit the customer requests, and (iii) the customer’s actual payment history (which includes disputed invoice resolution). The Company does not require its customers to post a deposit or supply collateral. The Company’s allowance for doubtful receivables is based on an analysis that estimates the amount of its total customer receivable balance that is not collectible. This analysis includes assessing a default probability to customers’ receivable balances, which is influenced by several factors, including (i) current market conditions, (ii) periodic review of customer credit worthiness, and (iii) review of customer receivable aging and payment trends. The Company evaluates the creditworthiness of its customers regularly and estimates the collectability of current and non-current accounts receivable based on historical bad debt experience, current market conditions, and reasonable and supportable forecasts of future economic conditions. In times of economic turmoil, including COVID-19, the Company’s estimates and judgments with respect to the collectability of its receivables are subject to greater uncertainty than in more stable periods. The Company writes off accounts receivable whenever they become uncollectible, and any payments subsequently received on such receivables are recorded as bad debt recoveries in the period the payment is received. Credit losses from continuing operations have consistently been within management’s expectations. The allowance for doubtful accounts was $0.07 million and $0.00 million as of June 30, 2021 and December 31, 2020, respectively. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORY | 6. INVENTORY Inventory consists of the following as of (in thousands): June 30, December 31, Raw materials $ 18,041 $ 16,534 Work-in-process 4,659 5,220 Finished goods 24,396 13,902 Packaging 3,722 3,004 Total $ 50,818 $ 38,660 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
PREPAID EXPENSES AND OTHER CURRENT ASSETS | 7. PREPAID EXPENSES AND OTHER CURRENT ASSETS The following table provides additional information related to the Company’s prepaid expenses and other current assets as of (in thousands): June 30, December 31, Prepaid advertising expenses $ 4,958 $ - Prepaid expenses, other 1,881 1,897 Tax credits 1,699 1,884 Warrants receivable (see Note 17) - 13,542 Other current assets 54 917 Total $ 8,592 $ 18,240 |
Property, Plant, and Equipment,
Property, Plant, and Equipment, Net | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT, AND EQUIPMENT, NET | 8. PROPERTY, PLANT, AND EQUIPMENT, NET Property, plant and equipment consists of the following as of (in thousands): June 30, December 31, Building $ 6,940 $ 2,574 Leasehold improvements 3,806 2,106 Machinery and equipment 26,285 12,526 Computer equipment 265 187 Furniture and fixtures 162 109 Land 1,621 - Construction in progress 5,190 1,533 44,269 19,035 Less: accumulated depreciation (5,038 ) (2,952 ) Property, plant, and equipment, net $ 39,231 $ 16,083 The Company recorded depreciation expense for the six months ended June 30, 2021 and 2020 of $1.42 million and $0.46 million, respectively. The Company recorded depreciation expense for three months ended June 30, 2021 and 2020 of $0.87 million and $0.23 million, respectively. |
Intangible assets, net
Intangible assets, net | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS, NET | 9. Intangible ASSETS, NET Intangible assets consist of the following as of (in thousands): June 30, December 31, Tradenames $ 220 $ - Less: accumulated amortization (14 ) - Net $ 206 $ - The estimated useful lives of the identifiable definite-lived intangible assets acquired in the NMFD Transaction were determined to be two years. The Company recorded amortization expense of $0.01 million and $0.00 million, respectively, for the six months ended June 30, 2021 and 2020. The Company recorded amortization expense of $0.01 million and $0.00 million, respectively, for the three months ended June 30, 2021 and 2020, respectively. Estimated future amortization expense for the definite-lived intangible assets is as follows (in thousands): Six months ended December 31, 2021 $ 55 2022 110 2023 41 Total $ 206 |
Business Combination and Asset
Business Combination and Asset Purchases | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
BUSINESS COMBINATION AND ASSET PURCHASES | 10. business combination and asset purchaseS New Mexico Food Distributors, Inc. (NMFD) and Karsten Acquisition On May 14, 2021 (the “Closing Date”), the Company acquired all outstanding stock of NMFD, a distributor and manufacturer of frozen and ready-to-eat New Mexico food products for a total purchase price amounting to $28.91 million. In addition, the Company entered into a Membership Interest Purchase Agreement with the owners of all of the membership interests of Karsten whereby the Company acquired all of the membership interests of Karsten for a total purchase price of $5.18 million (together with the acquisition of NMFD, the “NMFD Transaction”). The NMFD Transaction met the definition of an acquisition of a business in accordance with ASC 805, Business Combinations Though the purchase agreements for each NMFD and Karsten were executed as legally separate transactions, each were entered into contemporaneously and in contemplation of the other. As such, the transactions noted above are accounted for on a combined basis and are viewed to represent a single integrated event. Under the acquisition method of accounting, the assets acquired and liabilities assumed by the Company in connection with the NMFD Transaction are initially recorded at their respective fair values. The Company made an election under Section 338(h)(10) to treat the NMFD Transaction as an asset acquisition for income tax purposes, which allows for any goodwill recognized to be tax deductible and amortized over a 15-year statutory life. The Company considered the potential impact to the depreciation and amortization expense as a result of the fair values assigned to the acquired assets. The excess of the purchase price over the fair value of assets acquired and liabilities assumed of approximately $19.35 million is recorded as goodwill. Transaction costs of $0.47 million were incurred in relation to the acquisition of which $0.07 million pertained to reimbursement of costs incurred by the sellers and included as part of the purchase consideration. The remaining $0.40 million is recorded to operating expense within the consolidated condensed statement of operations for the six months and the three months ended June 30, 2021. The following table summarizes the provisional fair value of assets acquired and liabilities assumed as of the date of acquisition: Amount Purchase consideration $ 34,091 Assets acquired and liabilities assumed Cash $ 173 Accounts receivable 3,567 Inventory 3,169 Prepaid expenses and other current assets 122 Property, plant and equipment 12,746 Favorable leasehold position 1,444 Other noncurrent assets 29 Intangible assets – tradenames 220 Accounts payable (3,735 ) Accrued expenses (78 ) Finance lease (2,917 ) Goodwill 19,351 Total $ 34,091 The excess of purchase consideration over the fair value of the assets acquired and liabilities assumed was recorded as goodwill, which is primarily attributable to the assembled workforce and expanded market opportunities. Goodwill was assigned to the Company’s single reporting unit. The Company made an election under Section 338(h)(10) to treat the NMFD Transaction as an asset acquisition for income tax purposes, which allows for any goodwill recognized to be tax deductible and amortized over a 15-year statutory life. The fair value assigned to the assets acquired and liabilities assumed are based on management’s estimates and assumptions, which are preliminary, are based on provisional amounts and may be subject to change as additional information is received. The Company expects to finalize the valuation of these assets not later than one year from the acquisition date. The estimated useful lives of the identifiable definite-lived intangible assets acquired in the NMFD Transaction were determined to be two years. The following unaudited pro forma financial information presents the combined results of operations for each of the periods presented as if the NMFD Transaction had occurred as of January 1, 2020. Three Months Ended Six Months Ended 2021 2020 2021 2020 Net Revenue - pro forma combined $ 55,025 $ 40,575 $ 116,325 $ 80,361 Net (Loss) Income - pro forma combined (53,229 ) 631 (61,449 ) 6,082 Weighted Average Shares: Basic 81,981,428 28,324,038 81,121,795 28,324,038 Diluted 81,981,428 28,324,038 81,258,427 28,324,038 Net Income (Loss) per Share: Basic $ (0.65 ) $ 0.02 $ (0.76 ) $ 0.21 Diluted $ (0.65 ) $ 0.02 $ (0.76 ) $ 0.21 Esogel S.R.L. and Ferdifin S.p.A. Asset Acquisitions In April 2021, the Company entered into asset purchase agreements with Esogel S.R.L. (“Esogel”) and Ferdifin S.p.A. (“Ferdifin”) in Italy to purchase the machinery and equipment owned by Esogel for $2.71 million and the land and building owned by Ferdifin for $2.17 million. The allocation of the total costs (including related transaction costs) relating to these assets acquisitions is as follows: Assets acquired – Esogel Specialized machinery – facility $ 2,168 Machinery and equipment 534 Other 10 Total assets acquired – Esogel $ 2,712 Assets acquired – Ferdifin Building $ 1,396 Land 776 Total assets acquired – Ferdifin $ 2,172 |
Derivative Instruments
Derivative Instruments | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE INSTRUMENTS | 11. Derivative instruments The Company enters into foreign currency exchange forward contracts to reduce the short-term effects of foreign currency fluctuations on assets and liabilities such as foreign currency inventory purchases, receivables and payables. The Company’s primary objective in holding derivatives is to reduce the volatility of earnings and cash flows associated with changes in foreign currency exchange rates. The Company’s derivatives expose the Company to credit risk to the extent that the counterparties may be unable to meet the terms of the arrangement. The Company does, however, seek to mitigate such risks by limiting its counterparties to major financial institutions. Management does not expect material losses as a result of defaults by counterparties. The fair values of the Company’s derivative instruments classified as Level 2 financial instruments and the line items within the accompanying condensed consolidated balance sheets to which they were recorded are summarized as of June 30, 2021 and December 31, 2020, follows (in thousands): Balance Sheet Line Item June 30, December 31, Derivatives not designated as hedging instruments: Foreign currency derivatives Prepaid expenses and other current assets $ - $ 866 Foreign currency derivatives Forward contract derivative liability (935 ) - Total $ (935 ) $ 866 The effect on the accompanying condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges is summarized as follows (in thousands): Line Item in Statements Three months Six months Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ 1,107 $ (1,802 ) Total $ 1,107 $ (1,802 ) Line Item in Statements Three months Six months Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ 288 $ 288 Total $ 288 $ 288 Unrealized and realized gains on forward currency derivatives for the three months ended June 30, 2021 and 2020 were $1.11 million and $0.02 million, respectively. Unrealized and realized (losses) gains on forward currency derivatives for the six months ended June 30, 2021 and 2020 were $(1.80) million and $0.29 million, respectively. The Company has notional amounts of $45.68 million and $45.60 million on outstanding derivatives as of June 30, 2021 and December 31, 2020, respectively. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | 12. FAIR VALUE MEASUREMENTS Contingent Consideration Liabilities – Holdback Shares As part of the Merger Transaction (Note 1), an additional 5,000,000 shares of Forum’s common stock (the “Holdback Shares”) were placed into escrow, to be released to certain Myjojo (Delaware) stockholders upon satisfaction, within the first three years after the Closing Date, of the following conditions: (i) if the trading price of the Company’s common stock equaled or exceeded $12.00 on any 20 trading days in any 30-day trading period (the “$12.00 Share Price Trigger”), then 2,500,000 additional Holdback Shares were to be released to certain Myjojo (Delaware) stockholders or (ii) if the trading price of the Company’s common stock equaled or exceeded $14.00 on any 20 trading days in any 30-day trading period (each of such $14.00 trigger and the $12.00 Share Price Trigger, a “Share Price Trigger”), then 2,500,000 Holdback Shares were to be released to certain Myjojo (Delaware) stockholders. If a change in control occurred within the first three years after the Closing, all Holdback Shares not previously released were to be released to certain Myjojo (Delaware) stockholders. If the conditions to release of the Holdback Shares were not satisfied within the first three years following the Closing Date, the Holdback Shares would be forfeited. On November 16, 2020, both Share Price Trigger events for the issuance of the Holdback Shares occurred and, accordingly, the Company released from the escrow and delivered the 5,000,000 Holdback Shares to the Myjojo (Delaware) stockholders (other than Pizzo and Myjojo (Delaware)’s Chief Operating Officer). The Company recognized and measured a contingent consideration liability associated with Holdback Shares at a fair value of $120.35 million, determined using a probability-weighted discounted cash flow model. Significant inputs used in the model includes certain financial metric growth rates, volatility rates, projections associated with the applicable contingency, the interest rate, and the related probabilities and payment structure in the Merger Agreement, which are not observable in the market and are therefore considered to be Level 3 inputs. On November 16, 2020, the contingencies were met and accordingly the Holdback Shares were released. The remeasured fair value of the liability was $83.15 million based on the public share price on release date and was charged against additional paid-in capital. The change in fair value during the period resulted in a gain on settlement of the contingent consideration derivative of $37.20 million and was recorded within “other income” in the condensed consolidated statements of operations and comprehensive income (loss) for the year ended December 31, 2020. There were no changes in the estimated fair value of the Company’s liabilities measured on a recurring basis using significant unobservable inputs (Level 3) during the three and six months ended June 30, 2021 and 2020, respectively. Sponsor Earnout Shares Subject to Transfer Restrictions In accordance with the Sponsor Earnout Letter entered into by and among Forum Investor II, LLC (the “Sponsor”), Forum and the Holder Representative, the Sponsor agreed that at the Closing Date, the Sponsor placed 2,500,000 Founder Shares (as that term is defined in the Sponsor Earnout Letter) held by it (the “Sponsor Earnout Shares”) into escrow. The vesting, release and forfeiture terms of the Sponsor Earnout Shares were the same as the vesting, release and forfeiture terms applicable to the Holdback Shares, with 50% of the Sponsor Earnout Shares vesting at each Share Price Trigger, and all Sponsor Earnout Shares released if a change of control occurred, in each case, within the first three years after the Closing. If the conditions to the release of any Sponsor Earnout Shares were not satisfied on or prior to the date that it is finally determined that the Myjojo (Delaware) stockholders are not entitled to or eligible to receive any further Holdback Releases (as that term is defined in the Sponsor Earnout Letter) pursuant to the Merger Agreement, the Sponsor Earnout Shares were to be forfeited by the Sponsor after such date, and returned to the Company for immediate cancellation. In November 2020, both Share Price Trigger events for the issuance of the Holdback Shares occurred and, accordingly, the Company released from the escrow and returned the 2,500,000 Sponsor Earnout Shares to the Sponsor. The multiple settlement provisions of the Holdback Shares and Sponsor Earnout Shares constituted derivative instruments under ASC 815, which must be classified as asset or liability instruments at their fair value at the Closing date, and subsequently remeasured with changes in fair value recognized in earnings. At the Closing Date, the fair value of the contingent consideration relating to the Holdback Shares amounted to $120.35 million. The derivative liability was remeasured with changes in fair value recognized in earnings of $37.20 million upon release of the Holdback Shares to the certain stockholders in November 2020. The fair value of the Sponsor Earnout Shares was $0 at the Closing date and $0 upon the release date. The Company recognized and measured an asset associated with the Sponsor Earnout Shares at a fair value of $0 at the Closing date, determined using a probability-weighted discounted cash flow model. Significant inputs used in the models includes certain financial metric growth rates, volatility rates, projections associated with the applicable contingency, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement, which are not observable in the market and are therefore considered to be Level 3 inputs. The Sponsor Earnout Shares were released on November 16, 2020 based on the remeasured fair value on the release date of $0, as none of the Sponsor Earnout Shares were forfeited on that date. No gain or loss was recorded by the Company in connection with the Sponsor Earnout Shares. Warrant Liabilities The Private Placement Warrants (see Note 1) are accounted for as liabilities in accordance with ASC 815-40 and are presented within warrant liabilities on the condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception (“initial measurement”), which is at the Closing Date, and on a recurring basis (“subsequent remeasurement”), with changes in fair value presented within change in fair value of warrant liabilities in the condensed consolidated statements of operations and comprehensive income (loss). Initial Measurement The fair value of the Private Placement Warrants was initially measured at fair value on October 15, 2020, the Closing Date. Subsequent Measurement At each reporting period or upon exercise of the Warrants, the Company remeasures the Private Placement Warrants at their fair values with the change in fair value reported to current operations within the statements of operations and other comprehensive income (loss). During the six months ended June 30, 2021, Private Placement Warrants totaling 226,510 were settled, resulting in an aggregate loss on settlements of $0.37 million. For the three months and the six months ended June 30, 2021, the change in the fair value of the warrant liabilities charged to current operations amounted to $0.37 million and $0.98 million, respectively. Fair Value Measurement The fair value of the Private Placement Warrants was determined to be $12.23 per warrant as of June 30, 2021, using Monte Carlo simulations and certain Level 3 inputs. Inherent in a Monte Carlo simulation are assumptions related to expected stock-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of its common stock warrants based on implied volatility from its traded warrants and historical volatility of select peers’ common stock with similar expected term of the Warrants. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield on the grant date with a maturity similar to the expected remaining term of the warrants. The expected term of the Warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company estimated to remain at zero. The following table provides quantitative information regarding the inputs to the fair value measurement of the Private Placement Warrants as of each measurement date: Input October 15, December 31, June 30, Risk-free interest rate 0.32 % 0.34 % 0.72 % Expected term (years) 5 4.79 4.30 Expected volatility 35.00 % 35.00 % 45.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of warrants $ 13.85 $ 12.72 $ 12.23 On October 15, 2020, the fair value of the Private Placement Warrants was determined to be $13.85 per warrant, or an aggregate value of $9.07 million for 655,000 outstanding warrants. On December 31, 2020, the fair value of the Private Placement Warrants was determined to be $12.72 per warrant, or an aggregate value of $5.18 million for 407,577 outstanding warrants. On June 30, 2021, the aggregate fair value of the Private Placement Warrants was determined to be $2.21 million, based on the estimated fair value per Private Placement Warrant on that date of $12.23 for 181,067 outstanding warrants. The following table presents the changes in the fair value of warrant liabilities: Private Fair value at initial measurement on October 15, 2020 $ 9,072 Exercise of Private Placement Warrants (2,696 ) Change in fair value (1) (1,192 ) Fair value as of December 31, 2020 $ 5,184 Exercise of Private Placement Warrants (3,020 ) Change in fair value (1) 51 Fair value as of June 30, 2021 $ 2,215 (1) Changes in fair value are recognized in change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss). |
Leases
Leases | 6 Months Ended |
Jun. 30, 2021 | |
Disclosure of Leases [Abstract] | |
LEASES | 13. LEASES Finance lease In connection with the NMFD Transaction, the Company assumed a lease obligation (the “Karsten Lease”) in the amount of $2.92 million dollars for a facility located in New Mexico. The Karsten Lease provides the Company the option to purchase the leased facility for $0.0 million following the payoff of the lease liability. The leased facility was capitalized in connection with the NMFD Transaction (see Note 10). Future minimum principal payments due on the Karsten Lease for periods subsequent to June 30, 2021 are as follows (in thousands): Six months ended December 31, 2021 $ 102 2022 2,815 Total $ 2,917 Operating leases The Company leases office and manufacturing facilities, equipment and vehicles under various operating arrangements. Certain of the leases are subject to escalation clauses and renewal periods. The Company recognizes lease expense, including predetermined fixed escalations, on a straight-line basis over the initial term of the lease from the time that the Company controls the leased property. The future minimum lease commitments as of June 30, 2021 under operating leases having an initial or remaining non-cancelable term of one year or more are as follows (in thousands): Six months ended December 31, 2021 $ 415 2022 768 2023 631 2024 353 2025 300 Thereafter 2,224 Total $ 4,691 The Company’s rent expense amounted to $0.58 million and $0.46 million for the three months ended June 30, 2021 and 2020, respectively. Rent expense amounted to $1.24 million and $0.96 million for the six months ended June 30, 2021 and 2020, respectively. |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses [Abstract] | |
ACCRUED EXPENSES | 14. ACCRUED EXPENSES The following table provides additional information related to the Company’s accrued expenses as of (in thousands): June 30, December 31, Accrued customer incentives $ 2,545 $ 1,524 Accrued payroll 1,867 1,245 Accrued commission 1,138 108 Other accrued expenses 60 84 Total $ 5,610 $ 2,961 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | 15. INCOME TAXES The following table presents the provision for income taxes and the effective tax rate for the three months ended June 30, 2021 and June 30, 2020 in thousand: June 30, June 30, Income tax expense $ 45,985 $ 553 Effective tax rate (638 )% 31 % The following table presents the provision for income taxes and the effective tax rate for the six months ended June 30, 2021 and June 30, 2020 in thousand: June 30, June 30, Income tax expense $ 44,510 $ 1,283 Effective tax rate (264 )% 15 % As of each reporting period, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended June 30, 2021. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth. On the basis of this evaluation, as of June 30, 2021, primarily because in the current period we achieved three years of cumulative pretax loss, management determined that there is sufficient negative evidence to conclude that it is more likely than not that the net deferred tax asset of $47.22 million recorded as of June 30 2021 will not be realizable. The Company therefore recorded a valuation allowance for this amount as a discrete item during the three months ended June 30, 2021. The income tax expense for the three and six months ended June 30, 2021 was primarily attributable to the Company’s establishment of a full valuation allowance on its deferred tax assets, and foreign income tax expenses on the Company’s foreign income in Italy. The income tax expense for the three and six months ended June 30, 2020 was primarily attributable to state and foreign income taxes. The Company also believes that quarterly effective tax rates will vary from the fiscal 2021 effective tax rate as a result of recognizing the income tax effects of items that the Company cannot anticipate such as the changes in tax laws, tax amounts associated with foreign earnings at rates different from the United States federal statutory rate, the tax impact of stock-based compensation. The Company’s foreign earnings on Italian operations are subject to foreign taxes applicable to its income derived in Italy. These taxes include income tax. As of June 30, 2021, the Company had no open tax examinations by any taxing jurisdiction in which it operates. The taxing authorities of the most significant jurisdictions are the United States Internal Revenue Service and the California Franchise Tax Board and the Agenzia delle Entrate. The statute of limitations for which the Company’s tax returns are subject to examination are as follows: Federal years 2017 through 2020, California 2016 through 2020, and Italy 2016 through 2020. |
Indebtedness
Indebtedness | 6 Months Ended |
Jun. 30, 2021 | |
Indebtedness [Abstract] | |
INDEBTEDNESS | 16. INDEBTEDNESS Debt consisted of the following as of (in thousands): June 30, December 31, Notes payable $ 3,129 $ 2,101 Notes payable to related parties (Note 19) 25 66 Revolving credit facility 2,115 22 Total debt 5,269 2,189 Less: current portion (2,545 ) (199 ) Total long-term portion – net $ 2,724 $ 1,990 Revolving credit facility The Company is party to a revolving line of credit agreement, which has been amended from time to time, pursuant to which a credit facility has been extended to the Company until August 25, 2021 (the “Credit Facility”). The Credit Facility provides the Company with up to $25.00 million in revolving credit. Under the Credit Facility, the Company may borrow up to (a) 90% of the net amount of eligible accounts receivable; plus, (b) the lower of: (i) sum of: (1) 50% of the net amount of eligible inventory; plus (2) 45% of the net amount of eligible in-transit inventory; (ii) $10.00 million; or (iii) 50% of the aggregate amount of revolving loans outstanding, minus (c) the sum of all reserves. Under the Credit Facility: (i) the Company’s fixed charge coverage ratio may not be less than 1.10:1.00, and (ii) the Company may make dividends or distributions in shares of stock of the same class and also distributions for the payment of taxes. As of June 30, 2021 and December 31, 2020, the Company was in compliance with all terms and conditions of its Credit Facility. The revolving line of credit bears interest at the sum of (i) the greater of (a) the daily Prime Rate, or (b) LIBOR plus 2%; and (ii) 1%. The revolving line of credit has an arrangement associated with it wherein all collections from collateralized receivables are deposited into a collection account and applied to the outstanding balance of the line of credit on a daily basis. The funds in the collection account are earmarked for payment towards the outstanding line of credit and given the Company’s obligation to pay off the outstanding balance on a daily basis, the balance is classified as a current liability on the Company’s condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. Capital expenditure loan, term loan, and notes payable The Credit Facility includes a capital expenditure loan (“Capex Loan”) in the amount of up to $0.50 million that functions to reimburse the Company for certain qualified expenses related to the Company’s purchase of capital equipment. All borrowings against this loan are payable on a straight-line basis over 5 years and accrue interest at the greater of (a) the daily Prime Rate or (b) the daily LIBOR Rate plus 4%. The loan was paid off in full with the proceeds from the Transaction. The balance on the Capex Loan was $0 million as of June 30, 2021 and December 31, 2020, respectively. In May 2021, the Company amended the Credit Facility to (i) formalize UMB’s consent to the payment for the acquisition of NMFD and Karsten, (ii) provide for certain administrative changes and, (iii) extend the maturity of date to August 25, 2021. In May 2021, Ittella Italy entered into a promissory note with a financial institution in the amount of 1.00 million Euros. The note accrues interest at 1.014% and has a maturity date of May 28, 2025, when the full principal and interest are due. The balance on the promissory note was 1.00 million Euros ($1.19 million USD) and 0.00 Euros ($0.00 million USD) as of June 30, 2021 and December 31, 2020, respectively. On January 6, 2020, Ittella Properties, LLC, a variable interest entity (“VIE”) (see Note 21), refinanced all of its existing debt with a financial institution in the amount of $2.10 million (the “Note”). The Note accrues interest at 3.60% and has a maturity date of January 31, 2035. Financial covenants of the Note include a minimum fixed charge coverage ratio of 1.20 to 1.00. As of June 30, 2021, the Company was in compliance with all terms and conditions of the Note. The outstanding balance on the Note was $1.97 million and $2.02 as of June 30, 2021 and December 31, 2020, respectively. Future minimum principal payments due on the notes payable, including notes payable to related parties, for periods subsequent to June 30, 2021 are as follows (in thousands): Six months ended December 31, 2021 $ 2,316 2022 408 2023 416 2024 423 2025 279 2026 132 Thereafter 1,295 Total $ 5,269 |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 17. STOCKHOLDERS’ EQUITY The condensed consolidated statements of changes in equity reflect the Reverse Recapitalization as of October 15, 2020. Since Myjojo (Delaware) was determined to be the accounting acquirer in the Reverse Recapitalization, all periods prior to the consummation of the Transaction reflect the balances and activity of Myjojo (Delaware) (other than shares which were retroactively restated in connection with the Transaction). Further, the Company issued awards to certain officers and all of the directors pursuant to the Tattooed Chef, Inc. 2020 Incentive Award Plan (“Director Awards”) on December 17, 2020 (see Note 18). Salvatore Galletti received 4,935 shares of common stock of the Company as part of the Director Awards. Such shares together with the shares that Salvatore Galletti received as a result of the Transaction and the release of the Holdback Shares from escrow, allowed Salvatore Galletti to have approximately 37.55% (separate from the shares assigned to Project Lily) of the voting power of the capital stock of the Company as of June 30, 2021. On June 1, 2021, the Company issued 825,000 shares of common stock of the Company to Harrison & Co (“Harrison”) as consideration for advisory services provided by Harrison to facilitate successful completion of the Transaction (see Note 1). The total consideration to Harrison included a $4.00 million success fee that was paid in cash upon closing of the Transaction and the right to 825,000 shares of common stock in the Company to be issued between May 1, 2021 and June 30, 2021. The shares are considered share-based compensation to non-employees and are classified as equity instruments as of October 15, 2020 (and therefore, not subject to remeasurement). The fair value of the share-based consideration on the date of the Transaction amounted to $20.54 million. The share-based consideration was fully vested upon consummation of the Transaction and there were no future service conditions. The fair value of the shares is also included as Transaction costs and recognized within additional paid-in capital as a reduction to the total amount of equity raised on the Closing date. Preferred Stock The Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2021 and December 31, 2020, there were no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 1,000,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of June 30, 2021, there were 81,938,668 shares issued and outstanding. Noncontrolling Interest Prior to the consummation of the Transaction, noncontrolling interest in Ittella Italy was included as a component of stockholders’ equity on the accompanying condensed consolidated balance sheets. Noncontrolling interest in Ittella International contained a redemption feature and was included as mezzanine equity on the accompanying condensed consolidated balance sheets (Note 3). The share of income attributable to noncontrolling interest was included as a component of net income in the accompanying consolidation statements of operations and comprehensive income prior to the Transaction. As discussed in Note 3, all noncontrolling interest were converted into Myjojo (Delaware)’s common shares which were subsequently exchanged for the Company’s common shares in the Transaction. The following schedule discloses the components of the Company’s changes in other comprehensive income attributable to noncontrolling interest for the three months ended June 30, 2020 (in thousands): 2020 Net income attributable to noncontrolling interest in Ittella Italy $ 70 Net income attributable to noncontrolling interest in Ittella International 269 Increase in noncontrolling interest due to foreign currency translation 45 Change in net comprehensive income attributable to noncontrolling interest for the three months ended June 30 $ 384 As discussed in Note 3, all noncontrolling interest were converted into Myjojo (Delaware)’s common shares which were subsequently exchanged for the Company’s common shares in the Transaction. The following schedule discloses the components of the Company’s changes in other comprehensive income attributable to noncontrolling interest for the six months ended June 30, 2020 (in thousands): 2020 Net income attributable to noncontrolling interest in Ittella Italy $ 668 Net income attributable to noncontrolling interest in Ittella International 693 Increase in noncontrolling interest due to foreign currency translation 34 Change in net comprehensive income attributable to noncontrolling interest for the six months ended June 30 $ 1,395 Warrants In connection with Forum’s initial public offering (IPO) and issuance of Private Placement Units in August 2018, Forum issued Units consisting of common stock with attached warrants as follows: 1. Public Warrants – Forum issued 20,000,000 Units at a price of $10.00 per Unit, each Unit consisting of one share of Common Stock of Forum and one redeemable warrant. 2. Private Placement Warrants – Forum issued 655,000 Private Placement Units, each consisting of one share of Common Stock and one warrant to the Sponsor, Jefferies LLC and EarlyBirdCapital, Inc. Each Public Warrant and Private Placement Warrant (together, the “Warrants”) entitles the holder to purchase one share of common stock at an exercise price of $11.50. The Public Warrants contain a redemption feature that provides the Company the option to call the Public Warrants for redemption 30 days after notice to the holder when any of conditions described in the following paragraph is met, and to require that any Public Warrant holder who desires to exercise his, her or its Public Warrant prior to the redemption date do so on a “cashless basis,” by converting each Public Warrant for an equivalent number of shares of Common Stock, determined by dividing (i) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the difference between the Warrant Price and the “Fair Market Value”, and (ii) the Fair Market Value (defined as the average last sale price of the Common Stock for the ten trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants). The Public Warrants become exercisable upon occurrence of certain events (trigger events), including the completion of the Transaction. Once the Public Warrants become exercisable, the Company may redeem the Public Warrants in whole, at a price of $0.01 per warrant within 30 days after a written notice of redemption, and if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the holder. The Private Placement Warrants are identical to the Public Warrants, except that so long as they are held by the Sponsor, an Underwriter, or any of their Permitted Transferees, the Private Placement Warrants: (i) may be exercised for cash or on a cashless basis; (ii) may not be transferred, assigned, or sold 30 days after the completion of a defined Business Combination except to a Permitted Transferee who enters into a written agreement with the Company agreeing to be bound by the transfer restrictions, and (iii) are not redeemable by the Company. A Warrant may be exercised only during the “Exercise Period” commencing on the later of: (i) the date that is 30 days after the first date on which Forum completes its initial business combination; or (ii) 12 months from the date of the closing of the IPO, and terminating on the earlier to occur (x) five years after Forum completes its initial business combination; (y) the liquidation of the Company or, the Redemption Date (as that term is defined in the Warrant Agreement), subject to any applicable conditions as set forth in the Warrant Agreement. The Company in its sole discretion may extend the duration of the Warrants by delaying the expiration date, provided it give at least 20 days prior written notice of any such extension to the registered holders of the Warrants. As discussed in Note 1, Forum completed a business combination, which is one of the trigger events for exercisability of the Warrants. Warrant activity is as follows: Public Private Issued and outstanding as of October 15, 2020 20,000,000 655,000 Exercised (5,540,316 ) (247,423 ) Redeemed - - Issued and outstanding as of December 31, 2020 14,459,684 407,577 Exercised (14,602,942 ) (226,510 ) Redeemed 143,258 - Issued and outstanding as of June 30, 2021 - 181,067 The Public Warrants are considered freestanding equity-classified instruments due to their detachable and separately exercisable features. Accordingly, the Public Warrants are presented as a component of Stockholders’ Equity in accordance with ASC 815-40-25. As discussed in Note 12, the Private Placement Warrants are considered freestanding liability-classified instruments under ASC 815-40-25. |
Equity Incentive Plan
Equity Incentive Plan | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
EQUITY INCENTIVE PLAN | 18. Equity INCENTIVE PLAN On October 15, 2020, the Company’s Tattooed Chef, Inc. 2020 Incentive Plan (the “Plan”) became effective and permits the granting of equity awards of up to 5,200,000 common shares to executives, employees and non-employee directors, with the maximum number of common shares to be granted in a single fiscal year, when taken together with any cash fees paid to the non-employee director during that year in respect of his or her service as a non-employee director, not exceeding $100,000 in total value to any non-employee director. Awards available for grant under the Plan include Incentive Stock Options, Nonqualified Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Other Share-based Awards, Other Cash-based Awards and Dividend Equivalents. Shares issued under the Plan may be newly issued shares or reissued treasury shares. Options maybe granted at a price per share not less than 100% of the fair market value at the date of grant. Options granted generally vest over a period of three to five years, subject to the grantee’s continued service with the Company through the scheduled vested date and expire no later than 10 years from the grant date. Stock Options Stock options under the Plan are generally granted with a strike price equal to 100% of the fair market value of the stock on the date of grant, with a three-year vesting period and a grant life of 10 years. The strike price may be higher than the fair value of the stock on the date of the grant but cannot be lower. The table below summarizes the stock option activity in the Plan for the three months ended June 30, 2021: Number of Weighted Weighted Intrinsic Balance at March 31, 2021 $ 754,800 $ 24.69 9.73 $ - Granted 270,000 17.82 10.00 - Cancelled and forfeited (1,500 ) 24.69 9.73 - Exercised - - - - Balance at June 30, 2021 $ 1,023,300 $ 22.88 9.57 $ - Exercisable at June 30, 2021 $ - $ - - $ - The table below summarizes the stock option activity in the plan for the six months ended June 30, 2021: Number of Weighted Weighted Intrinsic Balance at December 31, 2020 756,300 $ 24.69 9.98 $ - Granted 270,000 17.82 10.00 - Cancelled and forfeited (3,000 ) 24.69 9.78 - Exercised - - - - Balance at June 30, 2021 1,023,300 $ 22.88 9.57 $ - Exercisable at June 30, 2021 - $ - - $ - There were no options exercised during the three and six months ended June 30, 2021. Compensation expense is recorded on a straight-line basis over the vesting period, which is the requisite service period, beginning on the grant date. The compensation expense is based on the fair value of each option grant using the Black-Scholes option pricing model. As of June 30, 2021 and December 31, 2020, the Company had stock-based compensation expense of $6.50 million and $5.65 million, respectively, related to unvested stock options not yet recognized that are expected to be recognized over an estimated weighted average period of approximately three years. The fair value of each option grant was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions for the three and six months ended June 30, 2021: Equity volatility 33.93 % Risk-free interest rate 1.27 % Expected term (in years) 8 Expected dividend - Expected term—This represents the weighted-average period the stock options are expected to remain outstanding based upon expected exercise and expected post-vesting termination. Risk-free interest rate—The assumption is based upon the observed U.S. treasury rate appropriate for the expected life of the employee stock options. Expected volatility—The expected volatility assumption is based upon the weighted-average historical daily price changes of our common stock over the most recent period equal to the expected option life of the grant based on the contractual term of the awards, adjusted for activity which is not expected to occur in the future. Dividend yield—The dividend yield assumption is based on our history and expectation of dividend payouts. Any option granted under the Plan may include tandem Stock Appreciation Rights (“SAR”). SAR may also be awarded to eligible persons independent of any option. The strike price for common share for each SAR shall not be less than 100% of the fair value of the shares determined as of the date of grant. Restricted Stock and Restricted Stock Units Restricted Stock Units (“RSUs”) are convertible into shares of Company common stock upon vesting on a one-to-one basis. Restricted stock has the same rights as other issued and outstanding shares of Company common stock except they are not entitled to dividends until the awards vest. Restrictions also limit the sale or transfer of the same during the vesting period. Any unvested portion of the Restricted Stock and RSUs shall be terminated and forfeited upon termination of employment or service of the grantee. There was no director restricted stock activity under the plan for the three months ended June 30, 2021. Director restricted stock activity under the Plan for the six months ended June 30, 2021 is as follows: Employee Director Non-Employee Director Number of Weighted- Number of Weighted- Balance at December 31, 2020 - $ - - $ - Granted - - 15,216 18.93 Vested - - (15,216 ) 18.93 Forfeited - - - - Non-vested restricted stock at June 30, 2021 - $ - - $ - Non-director employee and consultant restricted stock activity under the Plan for the three months ended June 30, 2021 is as follows: Employee Awards Non-Employee Awards Number of Weighted- Number of Weighted- Balance at March 31, 2021 325,500 $ 24.10 - $ - Granted 10,000 18.15 Vested (10,000 ) 18.15 Forfeited (325,500 ) 24.69 - - Non-vested restricted stock at June 30, 2021 - $ - - $ - Non-director employee and consultant restricted stock activity under the Plan for the six months ended June 30, 2021 is as follows: Employee Awards Non-Employee Awards Number of Weighted- Number of Weighted- Balance at December 31, 2020 400,000 $ 24.28 100,000 $ 24.69 Granted 30,416 23.65 110,000 18.89 Vested (4,916 ) 24.28 (110,000 ) 18.89 Forfeited (425,500 ) 24.62 (100,000 ) 24.69 Non-vested restricted stock at June 30, 2021 - $ - - $ - The fair value of consultant (non-employee) performance shares vested was approximately $0 and $1.90 million for the three and six months ended June 30, 2021, respectively. The fair value of employee restricted stock awards vested was approximately $0 and $0.53 million for the three and six months ended June 30, 2021, respectively. The fair value of non-employee restricted stock awards vested was $0.18 million and $0.47 million for the three and six months ended June 30, 2021, respectively. As of June 30, 2021, unrecognized compensation costs related to the employee restricted stock awards was $0. Employee Performance Shares and Performance Units This award may be granted to certain executive officers of the Company and vest if the performance goals and/or other vesting criteria as stated in the relevant Award Agreement are achieved or the awards otherwise vest, which generally is for a period of three to five years from the grant date. Vesting of this award applies if the grantee remains employed by the Company through the applicable vesting date. The fair value of the award is equal to the average market price of the Company’s common stock at the grant date, adjusted for dividends over the vesting period. Compensation expense is recorded ratably over the period beginning on the grant date until the shares become unrestricted based on the amount of the award that is expected to be earned, adjusted each reporting period based on current information. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 19. RELATED PARTY TRANSACTIONS The Company leases office property in San Pedro, California from Deluna Properties, Inc., a company owned by Salvatore Galletti. Rent expense was $0.05 million and $0.02 million for the three months ended June 30, 2021 and 2020, respectively. Rent expense was $0.08 million and $0.03 million for the six months ended June 30, 2021 and 2020, respectively. The Company entered into a credit agreement with Salvatore Galletti for a $1.20 million revolving line of credit in January 2007. Monthly interest payments are accrued at 4.75% above the Prime Rate on any outstanding balance. In addition, the Company agreed to pay Salvatore Galletti 0.67% per month of the full amount of the revolving credit line, regardless of whether the Company has borrowed against the line of credit. This agreement originally expired on December 31, 2011 but was extended to December 31, 2024. The outstanding balance of the line of credit was $2.12 million and $0.02 million as of June 30, 2021 and December 31, 2020, respectively, and is recorded as notes payable to related parties in the accompanying condensed consolidated balance sheets. In May 2018, Ittella Italy entered into a promissory note with Pizzo in the amount of 0.48 million Euros. The note bears interest at 8.00% per annum. The balance of the note was 0.02 million Euros and 0.07 million Euros as of June 30, 2021 and December 31, 2020, respectively. The Company is a party to a revolving line of credit with Marquette Business Credit with borrowing capacity of $25.00 million and $25.00 million, as of June 30, 2021 and December 31, 2020, respectively (Note 16). The parent organization of Marquette Business Credit is UMB (Note 3). |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 20. COMMITMENTS AND CONTINGENCIES In the ordinary course of business, the Company also enters into real property leases, which require the Company as lessee to indemnify the lessor from liabilities arising out of the Company’s occupancy of the properties. The Company’s indemnification obligations are generally covered under the Company’s general insurance policies. From time to time, the Company is involved in various litigation matters arising in the ordinary course of business. The Company does not believe the disposition of any current matter will have a material adverse effect on its condensed consolidated financial position or results of operations. A subsidiary of the Company, Ittella Italy, is involved in certain litigation related to the death of an independent contractor who fell off of the roof of Ittella Italy’s premises while performing pest control services. The case was brought by five relatives of the deceased worker. The five plaintiffs are seeking collectively 1.87 million Euros from the defendants. In addition to Ittella Italy, the pest control company for which the deceased was working at the time of the accident is co-defendant. Furthermore, under Italian law, the president of an Italian company is automatically criminally charged if a workplace death occurs on site. Ittella Italy has engaged local counsel, and while local counsel does not believe it is probable that Ittella Italy or its president will be found culpable, Ittella Italy cannot predict the ultimate outcome of the litigation. Procedurally, the case remains in a very early stage of the litigation. Ultimately, a trial will be required to determine if the defendants are liable, and if they are liable, a second separate proceeding will be required to establish the amount of damages owed by each of the co-defendants. Ittella Italy believes any required payment could be covered by its insurance policy; however, it is not possible to determine the amount at which the insurance company will reimburse Ittella Italy or whether any reimbursement will be received at all. Based on information received from its Italian lawyers, Ittella Italy believes that the litigation may continue for a number of years before it is finally resolved. Based on the assessment by management together with the independent assessment from its local legal counsel, the Company believes that a loss is currently not probable and an estimate cannot be made. Therefore, no accrual has been made as of June 30, 2021 or December 31, 2020. |
Consolidated Variable Interest
Consolidated Variable Interest Entity | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
CONSOLIDATED VARIABLE INTEREST ENTITY | 21. CONSOLIDATED VARIABLE INTEREST ENTITY Ittella Properties LLC (“Properties”), the Company’s consolidated VIE, owns the Alondra Building, which is leased by Ittella International for 10 years from August 1, 2015 through August 1, 2025. Properties is wholly owned by Salvatore Galletti. The construction and acquisition of the Alondra building by Properties were funded by a loan agreement with unconditional guarantees by Ittella International and terms providing that 100% of the Alondra building must be leased to Ittella International throughout the term of the loan agreement. The Company concluded that it has a variable interest in Properties on the basis that Ittella International guarantees the loan for Properties and substantially all of Properties’ transactions occur with the Ittella International. Thus, Properties’ equity at risk is considered to be insufficient to finance its activities without additional support from Ittella International, and, therefore, Properties is considered a VIE. The results of operations and cash flows of Properties are included in the Company’s condensed consolidated financial statements. For the three- and six-month periods ended June 30, 2021 and 2020, 100% of the revenue of Properties is intercompany and thus was eliminated in consolidation. Properties contributed expenses of $0.05 million and $0.05 million for the three-month periods ended June 30, 2021 and 2020, respectively. Properties contributed expenses of $0.10 million and $0.12 million for the six-month periods ended June 30, 2021 and 2020, respectively. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | 22. Earnings per share The following is the summary of basic and diluted EPS for the three months ended June 30, 2021 and 2020 (in thousands, except for share and per share amounts): 2021 2020 Numerator Net Income (Loss) attributable to Tattooed Chef, Inc. $ (53,196 ) $ 916 Dilutive Net Income (Loss) attributable to Tattooed Chef, Inc. (53,196 ) 916 Denominator Weighted average common shares outstanding 81,981,428 28,324,038 Weighted average diluted shares outstanding 81,981,428 28,324,038 Earnings per share Basic $ (0.65 ) $ 0.03 Diluted $ (0.65 ) $ 0.03 The following have been excluded from the calculation of diluted earnings per share as the effect of including them would have been anti-dilutive for the three-months ended June 30, 2021 and 2020: 2021 2020 Stock options 445 - Warrants 75 - Restricted stock awards 25 Total 545 - The following is the summary of basic and diluted EPS for the six months ended June 30, 2021 and 2020: 2021 2020 Numerator Net Income (Loss) attributable to Tattooed Chef, Inc. $ (61,348 ) $ 5,793 Dilutive Net Income (Loss) attributable to Tattooed Chef, Inc. (61,445 ) 5,793 Denominator Weighted average common shares outstanding 81,121,795 28,324,038 Effect of potentially dilutive securities related to Warrants 136,632 - Weighted average diluted shares outstanding 81,258,427 28,324,038 Earnings per share Basic $ (0.76 ) $ 0.20 Diluted $ (0.76 ) $ 0.20 The following have been excluded from the calculation of diluted earnings per share as the effect of including them would have been anti-dilutive for the six-months ended June 30, 2021 and 2020: 2021 2020 Stock options 408 - Warrants 189 - Total 597 - |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Consolidation | Basis of Consolidation. |
Basis of Presentation | Basis of Presentation. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 as filed with the SEC on March 19, 2021, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2020 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The interim results for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021 or for any future interim periods. The Transaction was accounted for as a reverse recapitalization in accordance with GAAP (the “Reverse Recapitalization”). Under this method, Forum was treated as the “acquired” company (“Accounting Acquiree”) and Myjojo (Delaware), the accounting acquirer, was assumed to have issued stock for the net assets of Forum, accompanied by a recapitalization. The net assets of Forum were stated at historical cost, with no goodwill or other intangible assets recorded. The consolidated assets, liabilities and results of operations prior to the reverse recapitalization were those of Myjojo (Delaware). The shares and corresponding capital amounts and earnings per share available for common stockholders, prior to the reverse recapitalization, have been retroactively restated. |
Revision of Previously Issued Financial Statements for Correction of Immaterial Errors | Revision of Previously Issued Financial Statements for Correction of Immaterial Errors. The Company revised the accompanying condensed consolidated statements of operations and comprehensive income for the period ended June 30, 2020 to reflect the correction of an immaterial error for amounts previously not reflected in the comprehensive income attributable to noncontrolling interest. This revision has no impact on the Company’s net income, retained earnings, or earnings per share. Revised Condensed Consolidated Statements of Operations and Comprehensive Income As Adjustment As Revised Six months ended June 30, 2020 Comprehensive income $ 7,537 $ - $ 7,537 Less: income (loss) attributable to the noncontrolling interest 34 1,361 1,395 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 7,503 $ (1,361 ) $ 6,142 The Company revised the accompanying condensed consolidated balance sheet as of December 31, 2020, and the consolidated statements of operations and comprehensive income, stockholders’ equity and cash flows for the year ended December 31, 2020 (not included herein) to reflect the correction of an immaterial error related to the classification of Private Placement Warrants. These warrants are now classified as liabilities with the related changes in the fair value of these warrants recorded in the statement of operations and comprehensive income. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, total liabilities and stockholders’ equity. In further consideration of the guidance in Accounting Standards Codification (“ASC”) 815-40, Derivatives and Hedging — Contracts in Entity’s Own Equity Fair Value Measurement The revised classification and reported values of the Private Placement Warrants as accounted for under ASC 815-40 are included in the condensed consolidated financial statements herein. The following table summarizes the effect of the revision on each financial statement line item as of the dates, and for the periods ended, indicated: Consolidated Balance Sheet As Reported Adjustment As Revised As of December 31, 2020 Warrant liability - 5,184 5,184 Total Liabilities 32,339 5,184 37,523 Additional paid in capital 170,799 (6,376 ) 164,423 Retained earnings 63,537 1,192 64,729 Total Stockholders’ Equity 234,344 (5,184 ) 229,160 Consolidated Statement of Operations As Reported Adjustment As Revised For the year ended December 31, 2020 Other income 38,066 1,192 39,258 Income before provision for income taxes 28,446 1,192 29,638 Net income 68,724 1,192 69,916 Net income attributable to Tattooed Chef, Inc. 67,249 1,192 68,441 Basic net income per share 1.85 0.03 1.88 Diluted net income per share 1.69 0.03 1.72 Consolidated Statement of As Reported Adjustment As Revised For the year ended December 31, 2020 Additional paid in capital from exercise of warrants 66,559 2,696 69,255 Additional paid in capital from reverse recapitalization 91,920 (9,072 ) 82,848 Additional paid in capital ending balance 170,799 (6,376 ) 164,423 Net income in retained earnings 67,249 1,192 68,441 Retained earnings ending balance 63,537 1,192 64,729 Consolidated Statement of Cash Flows As Reported Adjustment As Revised For the year ended December 31, 2020 Cash Flows from Operating Activities: Net income 68,724 1,192 69,916 Adjustments to reconcile net income to net provided by (cash used in) operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 ) The Company revised the accompanying condensed consolidated balance sheet and statement of stockholders’ equity as of December 31, 2020 to reflect the correction of an immaterial error related to the presentation of 81,087 treasury shares. The treasury shares are now presented separately from common stock shares. This revision has an immaterial impact on the Company’s previously reported net income, earnings per share, or stockholders’ equity. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments. Level 1 - Inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company is able to access at the measurement date. Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, and can reference interest rates, yield curves, implied volatilities and credit spreads. Level 3 - Inputs are unobservable data points for the asset or liability, and include situations where there is limited, if any, market activity for the asset or liability. |
Cash | Cash. |
Foreign Currency | Foreign Currency. The accompanying condensed consolidated financial statements are expressed in United States dollars. Assets and liabilities of foreign operations are translated at period-end rates of exchange. Revenues, costs and expenses are translated at average rates of exchange prevailing during the period. Equity adjustments resulting from translating foreign currency financial statements are accumulated as a separate component of stockholders’ equity. The Company conducts business globally and is therefore exposed to adverse movements in foreign currency exchange rates, specifically the Euro to US dollar. To limit the exposure related to foreign currency changes, the Company entered into foreign currency exchange forward contracts starting in 2020. The Company does not enter into contracts for speculative purposes. In February 2020, the Company entered into a trading facility for derivative forward contracts. Under this facility, the Company has access to open foreign exchange forward contract instruments to purchase a specific amount of funds in Euros and to settle, on an agreed-upon future date, in a corresponding amount of funds in United States dollars. During the six-months ended June 30, 2021 and 2020, the Company entered into foreign currency exchange forward contracts to purchase 36.36 million Euros and 21.25 million Euros, respectively. The notional amounts of these derivatives are $44.19 million and $23.38 million for the period ended June 30, 2021 and 2020, respectively. These derivatives are not designated as hedging instruments. Gains and losses on the contracts are included in other income net, and substantially offset foreign exchange gains and losses from the short-term effects of foreign currency fluctuations on assets and liabilities, such as purchases, receivables and payables, of which are denominated in currencies other than the functional currency of the reporting entity. These derivative instruments generally have maturities of up to nine months. |
Accounts Receivable | Accounts Receivable. |
Inventory | Inventory. Overhead costs are allocated to the units produced within the reporting period, while abnormal costs are charged to current operations as incurred. The Company monitors the remaining utility of its inventory and writes down inventory for excess or obsolescence as appropriate. |
Property, Plant and Equipment | Property, Plant and Equipment |
Goodwill | Goodwill. |
Long-Lived and Intangible Assets | Long-Lived and Intangible Assets. |
Warrants | Warrants. The Agreements with respect to the Company’s Private Placement Warrants include provisions related to determining settlement amounts that preclude the Warrants from being accounted for as components of equity. As these Warrants meet the definition of a derivative as contemplated in ASC 815-40, the Private Placement Warrants are recorded as derivative liabilities on the condensed consolidated balance sheets and measured at fair value at inception (on the Closing date) and at each reporting date in accordance with ASC 820, with changes in fair value recognized in the condensed consolidated statements of operations and other comprehensive income (loss) in the period of change. |
Revenue Recognition | Revenue Recognition. Control generally transfers to the customer when the product is shipped or delivered to the customer based upon applicable shipping terms. Customer contracts generally do include more than one performance obligation and the performance obligations in the Company’s contracts are satisfied within one year. No payment terms beyond one year are granted at contract inception. The Company disaggregates revenue based on the type of products sold to its customers – private label, Tattooed Chef and other. The other revenue stream constitutes sale of similar food products directly to customers through a third-party vendor and the Company acts as a principal in these transactions. Most contracts also include some form of variable consideration, the most common form are discounts and demonstration costs. Variable consideration is treated as a reduction in revenue when product revenue is recognized. Depending on the specific type of variable consideration, the Company uses either the expected value or most likely amount method to determine the variable consideration. The Company reviews and updates its estimates and related accruals of variable consideration each period based on the terms of the agreements, historical experience, and any recent changes in the market. The Company does not have significant unbilled receivable balances arising from transactions with customers. The Company does not capitalize contract inception costs as contracts are generally one year or less and the Company does not incur significant fulfillment costs requiring capitalization. The Company’s deferred revenue balance is primarily comprised of sales to customers whose contractual shipping terms are FOB destination. Deferred revenue was $0.95 million and $1.71 million as of June 30, 2021 and December 31, 2020, respectively. The Company recognizes shipping and handling costs related to products transferred to the end customer as fulfillment cost and includes these costs in cost of goods sold upon delivery of the product to the customer. The Company enters into certain arrangements with its customers to provide inventory for promotional purposes (“Promotional Items”). Such arrangements are not tied to immediate or future sales of any particular product. Instead, the Company will occasionally offer these Promotional Items in a targeted way to increase product awareness. Since a Promotional Item does not provide a material right, it is not considered a distinct performance obligation. As such, the cost of the product is not presented within cost of goods sold and is instead treated as an operating expense. |
Sales and Marketing Expenses | Sales and Marketing Expenses. |
Interest Expense | Interest Expense. |
Deferred Financing Costs | Deferred Financing Costs. |
Stock-based Compensation | Stock-based Compensation. Compensation — Stock Compensation Under the provisions of ASC 718, Compensation—Stock Compensation |
Income Taxes | Income Taxes. ASC 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 first be determined to be more likely to be sustained based solely on its technical merits, and if so, then measured to be the largest benefit that has a greater than 50% likelihood of being sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2021 and December 31, 2020, respectively. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties as of June 30, 2021 or December 31, 2020. The Company is currently not aware of any issues under review that could result in significant payment, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. See Note 15 for more information on the Company’s accounting for income taxes. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss). |
Use of Estimates | Use of Estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk. Three customers accounted for 78% and 86% of the Company’s revenue during the three months ended June 30, 2021 and 2020, respectively. Customer 2021 2020 Customer C 29 % 38 % Customer A 37 % 35 % Customer B 12 % 13 % Three customers accounted for 84% and 86% of the Company’s revenue during the six months ended June 30, 2021 and 2020, respectively. Customer 2021 2020 Customer C 35 % 39 % Customer A 38 % 32 % Customer B 11 % 15 % Customers accounting for more than 10% of the Company’s accounts receivable as of June 30, 2021 and December 31, 2020 were: Customer June 30, December 31, Customer A 25 % 24 % Customer B * 10 % Customer C 34 % 53 % * Customer B accounted for less than 10% of accounts receivable as of June 30, 2021. However, Customer B accounted for 10% as of December 31, 2020 and as such was included in the disclosure above for comparison purposes. |
Segment Information | Segment Information. Long-lived assets consist of property, plant and equipment - net and other non-current assets. The geographic location of long-lived assets is as follows: Definite Lived Intangible Assets (in thousands) June 30, December 31, Italy $ - $ - United States - tradenames 206 - Total $ 206 $ - Definite Lived Intangible Assets Remaining useful life Description: Tradenames 2 Long Lived Assets (in thousands) June 30, December 31, Italy $ 16,132 $ 9,113 United States 23,099 6,970 Total $ 39,231 $ 16,083 |
COVID-19 Pandemic | COVID-19 Pandemic Despite partial remote working conditions, the Company’s business activities have continued to operate with minimal interruptions. However, the pandemic may adversely affect the Company’s suppliers and could impair its ability to obtain raw material inventory in the quantities or of a quality the Company desires. The Company currently sources a material amount of its raw materials from Italy. Though the Company is not dependent on any single Italian grower for its supply of a certain crop, events (including the pandemic) generally affecting these growers could adversely affect the Company’s business. If the Company is unable to manage its supply chain effectively and ensure that its products are available to meet consumer demand, operating costs could increase, and sales and profit margins could decrease. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was enacted. The CARES Act, among other things, includes provisions relating to refundable payroll tax credits, deferment of employer side social security payments, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations, increased limitations on qualified charitable contributions and technical corrections to tax depreciation methods for qualified improvement property. It also appropriated funds for the SBA Paycheck Protection Programs that are forgivable in certain situations to promote continued employment, as well as Economic Injury Disaster Loans to provide liquidity to small businesses harmed by COVID-19. The Company has elected not to apply for a Paycheck Protection Program loan. The Company has analyzed the provisions of the CARES Act and determined it did not have a material impact on the Company’s financial condition, results of operations or cash flows for the periods presented. The extent to which this pandemic will adversely impact the Company’s future business, financial condition and results of operations is dependent upon various factors, many of which are highly uncertain and outside the control of the Company. |
Earnings per share | Earnings per share. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Schedule of revision of previously issued financial statements for correction of immaterial errors | Revised Condensed Consolidated Statements of Operations and Comprehensive Income As Adjustment As Revised Six months ended June 30, 2020 Comprehensive income $ 7,537 $ - $ 7,537 Less: income (loss) attributable to the noncontrolling interest 34 1,361 1,395 Comprehensive income attributable to Tattooed Chef, Inc. stockholders $ 7,503 $ (1,361 ) $ 6,142 Consolidated Balance Sheet As Reported Adjustment As Revised As of December 31, 2020 Warrant liability - 5,184 5,184 Total Liabilities 32,339 5,184 37,523 Additional paid in capital 170,799 (6,376 ) 164,423 Retained earnings 63,537 1,192 64,729 Total Stockholders’ Equity 234,344 (5,184 ) 229,160 Consolidated Statement of Operations As Reported Adjustment As Revised For the year ended December 31, 2020 Other income 38,066 1,192 39,258 Income before provision for income taxes 28,446 1,192 29,638 Net income 68,724 1,192 69,916 Net income attributable to Tattooed Chef, Inc. 67,249 1,192 68,441 Basic net income per share 1.85 0.03 1.88 Diluted net income per share 1.69 0.03 1.72 Consolidated Statement of As Reported Adjustment As Revised For the year ended December 31, 2020 Additional paid in capital from exercise of warrants 66,559 2,696 69,255 Additional paid in capital from reverse recapitalization 91,920 (9,072 ) 82,848 Additional paid in capital ending balance 170,799 (6,376 ) 164,423 Net income in retained earnings 67,249 1,192 68,441 Retained earnings ending balance 63,537 1,192 64,729 Consolidated Statement of Cash Flows As Reported Adjustment As Revised For the year ended December 31, 2020 Cash Flows from Operating Activities: Net income 68,724 1,192 69,916 Adjustments to reconcile net income to net provided by (cash used in) operating activities: Revaluation of common stock warrant liability to estimated fair value - (1,192 ) (1,192 ) |
Schedule of accounts receivables | Customer 2021 2020 Customer C 29 % 38 % Customer A 37 % 35 % Customer B 12 % 13 % Customer 2021 2020 Customer C 35 % 39 % Customer A 38 % 32 % Customer B 11 % 15 % Customer June 30, December 31, Customer A 25 % 24 % Customer B * 10 % Customer C 34 % 53 % |
Schedule of definite lived intangible assets | Definite Lived Intangible Assets (in thousands) June 30, December 31, Italy $ - $ - United States - tradenames 206 - Total $ 206 $ - |
Schedule of remaining useful life | Definite Lived Intangible Assets Remaining useful life Description: Tradenames 2 |
Schedule of long lived assets | Long Lived Assets (in thousands) June 30, December 31, Italy $ 16,132 $ 9,113 United States 23,099 6,970 Total $ 39,231 $ 16,083 |
Redeemable Noncontrolling Int_2
Redeemable Noncontrolling Interest (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Redeemable Noncontrolling Interest [Abstract] | |
Schedule of changes in the carrying value of the Redeemable Noncontrolling Interest | Amount Redeemable Noncontrolling Interest as of April 1, 2020 $ 11,785 Net income attributable to redeemable noncontrolling interest 269 Accretion to redeemable noncontrolling interest 31,846 Redeemable Noncontrolling Interest as of June 30, 2020 $ 43,900 Amount Redeemable Noncontrolling Interest as of January 1, 2020 $ 6,930 Net income attributable to redeemable noncontrolling interest 693 Accretion to redeemable noncontrolling interest 36,277 Redeemable Noncontrolling Interest as of June 30, 2020 $ 43,900 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Revenue Recognition [Abstract] | |
Schedule of revenue streams | 2021 2020 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 33,088 65 % $ 20,387 59 % Private Label 17,288 34 % 14,261 40 % Other revenues 340 1 % 116 1 % Total $ 50,716 $ 34,764 2021 2020 Revenue Streams (in thousands) Revenue % Total Revenue % Total Tattooed Chef $ 69,081 67 % $ 38,249 56 % Private Label 33,659 32 % 29,151 43 % Other revenues 658 1 % 534 1 % Total $ 103,398 $ 67,934 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | June 30, December 31, Raw materials $ 18,041 $ 16,534 Work-in-process 4,659 5,220 Finished goods 24,396 13,902 Packaging 3,722 3,004 Total $ 50,818 $ 38,660 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Prepaid Expenses And Other Current Assets [Abstract] | |
Schedule of prepaid expenses and other current assets | June 30, December 31, Prepaid advertising expenses $ 4,958 $ - Prepaid expenses, other 1,881 1,897 Tax credits 1,699 1,884 Warrants receivable (see Note 17) - 13,542 Other current assets 54 917 Total $ 8,592 $ 18,240 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property, plant and equipment | June 30, December 31, Building $ 6,940 $ 2,574 Leasehold improvements 3,806 2,106 Machinery and equipment 26,285 12,526 Computer equipment 265 187 Furniture and fixtures 162 109 Land 1,621 - Construction in progress 5,190 1,533 44,269 19,035 Less: accumulated depreciation (5,038 ) (2,952 ) Property, plant, and equipment, net $ 39,231 $ 16,083 |
Intangible assets, net (Tables)
Intangible assets, net (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible assets | June 30, December 31, Tradenames $ 220 $ - Less: accumulated amortization (14 ) - Net $ 206 $ - |
Schedule of estimated future amortization expense for the definite-lived intangible assets | Six months ended December 31, 2021 $ 55 2022 110 2023 41 Total $ 206 |
Business Combination and Asse_2
Business Combination and Asset Purchases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Business Combinations [Abstract] | |
Schedule of fair value of assets acquired and liabilities | Amount Purchase consideration $ 34,091 Assets acquired and liabilities assumed Cash $ 173 Accounts receivable 3,567 Inventory 3,169 Prepaid expenses and other current assets 122 Property, plant and equipment 12,746 Favorable leasehold position 1,444 Other noncurrent assets 29 Intangible assets – tradenames 220 Accounts payable (3,735 ) Accrued expenses (78 ) Finance lease (2,917 ) Goodwill 19,351 Total $ 34,091 |
Schedule of pro forma financial information | Three Months Ended Six Months Ended 2021 2020 2021 2020 Net Revenue - pro forma combined $ 55,025 $ 40,575 $ 116,325 $ 80,361 Net (Loss) Income - pro forma combined (53,229 ) 631 (61,449 ) 6,082 Weighted Average Shares: Basic 81,981,428 28,324,038 81,121,795 28,324,038 Diluted 81,981,428 28,324,038 81,258,427 28,324,038 Net Income (Loss) per Share: Basic $ (0.65 ) $ 0.02 $ (0.76 ) $ 0.21 Diluted $ (0.65 ) $ 0.02 $ (0.76 ) $ 0.21 |
Schedule of assets acquisitions | Assets acquired – Esogel Specialized machinery – facility $ 2,168 Machinery and equipment 534 Other 10 Total assets acquired – Esogel $ 2,712 Assets acquired – Ferdifin Building $ 1,396 Land 776 Total assets acquired – Ferdifin $ 2,172 |
Derivative Instruments (Tables)
Derivative Instruments (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of derivative instruments | Balance Sheet Line Item June 30, December 31, Derivatives not designated as hedging instruments: Foreign currency derivatives Prepaid expenses and other current assets $ - $ 866 Foreign currency derivatives Forward contract derivative liability (935 ) - Total $ (935 ) $ 866 |
Schedule of condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges | Line Item in Statements Three months Six months Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ 1,107 $ (1,802 ) Total $ 1,107 $ (1,802 ) Line Item in Statements Three months Six months Derivatives not designated as hedging instruments: Foreign currency derivatives Other income (expense) $ 288 $ 288 Total $ 288 $ 288 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurement of the private placement warrants as of each measurement | Input October 15, December 31, June 30, Risk-free interest rate 0.32 % 0.34 % 0.72 % Expected term (years) 5 4.79 4.30 Expected volatility 35.00 % 35.00 % 45.00 % Exercise price $ 11.50 $ 11.50 $ 11.50 Fair value of warrants $ 13.85 $ 12.72 $ 12.23 |
Schedule of changes in fair value of warrant liabilities | Private Fair value at initial measurement on October 15, 2020 $ 9,072 Exercise of Private Placement Warrants (2,696 ) Change in fair value (1) (1,192 ) Fair value as of December 31, 2020 $ 5,184 Exercise of Private Placement Warrants (3,020 ) Change in fair value (1) 51 Fair value as of June 30, 2021 $ 2,215 (1) Changes in fair value are recognized in change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss). |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Schedule of future minimum lease commitments | Six months ended December 31, 2021 $ 102 2022 2,815 Total $ 2,917 Six months ended December 31, 2021 $ 415 2022 768 2023 631 2024 353 2025 300 Thereafter 2,224 Total $ 4,691 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accrued Expenses [Abstract] | |
Schedule of accrued expenses | June 30, December 31, Accrued customer incentives $ 2,545 $ 1,524 Accrued payroll 1,867 1,245 Accrued commission 1,138 108 Other accrued expenses 60 84 Total $ 5,610 $ 2,961 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of (benefit) provision for income taxes | June 30, June 30, Income tax expense $ 45,985 $ 553 Effective tax rate (638 )% 31 % June 30, June 30, Income tax expense $ 44,510 $ 1,283 Effective tax rate (264 )% 15 % |
Indebtedness (Tables)
Indebtedness (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Indebtedness [Abstract] | |
Schedule of debt | June 30, December 31, Notes payable $ 3,129 $ 2,101 Notes payable to related parties (Note 19) 25 66 Revolving credit facility 2,115 22 Total debt 5,269 2,189 Less: current portion (2,545 ) (199 ) Total long-term portion – net $ 2,724 $ 1,990 |
Schedule of future minimum principal payments due on the notes payable | Six months ended December 31, 2021 $ 2,316 2022 408 2023 416 2024 423 2025 279 2026 132 Thereafter 1,295 Total $ 5,269 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes in other comprehensive income attributable to noncontrolling interest | 2020 Net income attributable to noncontrolling interest in Ittella Italy $ 70 Net income attributable to noncontrolling interest in Ittella International 269 Increase in noncontrolling interest due to foreign currency translation 45 Change in net comprehensive income attributable to noncontrolling interest for the three months ended June 30 $ 384 2020 Net income attributable to noncontrolling interest in Ittella Italy $ 668 Net income attributable to noncontrolling interest in Ittella International 693 Increase in noncontrolling interest due to foreign currency translation 34 Change in net comprehensive income attributable to noncontrolling interest for the six months ended June 30 $ 1,395 |
Schedule of warrant activity | Public Private Issued and outstanding as of October 15, 2020 20,000,000 655,000 Exercised (5,540,316 ) (247,423 ) Redeemed - - Issued and outstanding as of December 31, 2020 14,459,684 407,577 Exercised (14,602,942 ) (226,510 ) Redeemed 143,258 - Issued and outstanding as of June 30, 2021 - 181,067 |
Equity Incentive Plan (Tables)
Equity Incentive Plan (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of summarizes the stock option activity | Number of Weighted Weighted Intrinsic Balance at March 31, 2021 $ 754,800 $ 24.69 9.73 $ - Granted 270,000 17.82 10.00 - Cancelled and forfeited (1,500 ) 24.69 9.73 - Exercised - - - - Balance at June 30, 2021 $ 1,023,300 $ 22.88 9.57 $ - Exercisable at June 30, 2021 $ - $ - - $ - Number of Weighted Weighted Intrinsic Balance at December 31, 2020 756,300 $ 24.69 9.98 $ - Granted 270,000 17.82 10.00 - Cancelled and forfeited (3,000 ) 24.69 9.78 - Exercised - - - - Balance at June 30, 2021 1,023,300 $ 22.88 9.57 $ - Exercisable at June 30, 2021 - $ - - $ - |
Schedule of fair value of each option grant was estimated on the grant date using the black-scholes option pricing model | Equity volatility 33.93 % Risk-free interest rate 1.27 % Expected term (in years) 8 Expected dividend - |
Schedule of restricted stock activity under the plan | Employee Director Non-Employee Director Number of Weighted- Number of Weighted- Balance at December 31, 2020 - $ - - $ - Granted - - 15,216 18.93 Vested - - (15,216 ) 18.93 Forfeited - - - - Non-vested restricted stock at June 30, 2021 - $ - - $ - Employee Awards Non-Employee Awards Number of Weighted- Number of Weighted- Balance at March 31, 2021 325,500 $ 24.10 - $ - Granted 10,000 18.15 Vested (10,000 ) 18.15 Forfeited (325,500 ) 24.69 - - Non-vested restricted stock at June 30, 2021 - $ - - $ - Employee Awards Non-Employee Awards Number of Weighted- Number of Weighted- Balance at December 31, 2020 400,000 $ 24.28 100,000 $ 24.69 Granted 30,416 23.65 110,000 18.89 Vested (4,916 ) 24.28 (110,000 ) 18.89 Forfeited (425,500 ) 24.62 (100,000 ) 24.69 Non-vested restricted stock at June 30, 2021 - $ - - $ - |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of basic and diluted EPS | 2021 2020 Numerator Net Income (Loss) attributable to Tattooed Chef, Inc. $ (53,196 ) $ 916 Dilutive Net Income (Loss) attributable to Tattooed Chef, Inc. (53,196 ) 916 Denominator Weighted average common shares outstanding 81,981,428 28,324,038 Weighted average diluted shares outstanding 81,981,428 28,324,038 Earnings per share Basic $ (0.65 ) $ 0.03 Diluted $ (0.65 ) $ 0.03 2021 2020 Numerator Net Income (Loss) attributable to Tattooed Chef, Inc. $ (61,348 ) $ 5,793 Dilutive Net Income (Loss) attributable to Tattooed Chef, Inc. (61,445 ) 5,793 Denominator Weighted average common shares outstanding 81,121,795 28,324,038 Effect of potentially dilutive securities related to Warrants 136,632 - Weighted average diluted shares outstanding 81,258,427 28,324,038 Earnings per share Basic $ (0.76 ) $ 0.20 Diluted $ (0.76 ) $ 0.20 |
Schedule of anti-dilutive securities excluded from calculation of diluted earnings per share | 2021 2020 Stock options 445 - Warrants 75 - Restricted stock awards 25 Total 545 - 2021 2020 Stock options 408 - Warrants 189 - Total 597 - |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||||
Apr. 15, 2019 | Jun. 30, 2021USD ($)shares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)shares | Jun. 30, 2021EUR (€) | Jun. 30, 2020USD ($) | Jun. 30, 2020EUR (€) | May 14, 2021USD ($) | Dec. 31, 2020USD ($)shares | Mar. 27, 2019 | Jul. 20, 2017 | |
Accounting Policies [Abstract] | |||||||||||
Ownership percentage | 100.00% | 70.00% | |||||||||
Non controlling interest | 12.50% | ||||||||||
Cash transaction | $ 34,090 | ||||||||||
Number of treasury shares (in Shares) | shares | 0 | 0 | 81,087 | ||||||||
Foreign currency exchange (in Euro) | € | € 36,360 | € 21,250 | |||||||||
Notional amounts | $ 44,190 | $ 23,380 | |||||||||
Derivative instruments maturity | 9 months | 9 months | |||||||||
Property plant equipment, description | Depreciation and amortization of property, plant and equipment is calculated using the straight-line method over the useful lives of the assets, which range from 5 to 15 years for machinery and equipment, 5 to 7 years for furniture and fixtures, 20 to 33.5 years for buildings, and 3 to 10 years for computer equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. | Depreciation and amortization of property, plant and equipment is calculated using the straight-line method over the useful lives of the assets, which range from 5 to 15 years for machinery and equipment, 5 to 7 years for furniture and fixtures, 20 to 33.5 years for buildings, and 3 to 10 years for computer equipment. Leasehold improvements are amortized over the shorter of the lease term or the estimated useful life of the improvements. | |||||||||
Deferred revenue | $ 950 | $ 950 | $ 1,710 | ||||||||
Sales and marketing expenses | 6,790 | $ 1,160 | 11,890 | 1,780 | |||||||
Deferred financing costs net | 80 | 80 | $ 80 | ||||||||
Amortization expense of deferred financing costs | 20 | $ 20 | 10 | $ 10 | |||||||
Deferred tax asset | $ 47,220 | $ 47,220 | |||||||||
Percentage of benefit | 50.00% | 50.00% | |||||||||
Suppliers account percentage | 10.00% | 10.00% | 10.00% | 10.00% | 10.00% | ||||||
Percentage of revenue | 78.00% | 86.00% | 84.00% | 84.00% | 86.00% | 86.00% | |||||
Percentage of accounts receivable | 10.00% | 10.00% | 10.00% | ||||||||
Number of operating segment | 1 | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of revision of previously issued financial statements for correction of immaterial errors - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2020 | |
As Previously Reported [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Comprehensive income | $ 7,537 | |
Less: income (loss) attributable to the noncontrolling interest | 34 | |
Comprehensive income attributable to Tattooed Chef, Inc. stockholders | 7,503 | |
Total Liabilities | $ 32,339 | |
Additional paid in capital | 170,799 | |
Retained earnings | 63,537 | |
Total Stockholders’ Equity | 234,344 | |
Other income | 38,066 | |
Income before provision for income taxes | 28,446 | |
Net income | 68,724 | |
Net income attributable to Tattooed Chef, Inc. | $ 67,249 | |
Basic net income per share (in Dollars per share) | $ 1.85 | |
Diluted net income per share (in Dollars per share) | $ 1.69 | |
Additional paid in capital from exercise of warrants | $ 66,559 | |
Additional paid in capital from reverse recapitalization | 91,920 | |
Additional paid in capital ending balance | 170,799 | |
Net income in retained earnings | 67,249 | |
Retained earnings ending balance | 63,537 | |
Cash Flows from Operating Activities: | ||
Net income | 68,724 | |
As Revised [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Comprehensive income | 7,537 | |
Less: income (loss) attributable to the noncontrolling interest | 1,395 | |
Comprehensive income attributable to Tattooed Chef, Inc. stockholders | 6,142 | |
Warrant liability | 5,184 | |
Total Liabilities | 37,523 | |
Additional paid in capital | 164,423 | |
Retained earnings | 64,729 | |
Total Stockholders’ Equity | 229,160 | |
Other income | 39,258 | |
Income before provision for income taxes | 29,638 | |
Net income | 69,916 | |
Net income attributable to Tattooed Chef, Inc. | $ 68,441 | |
Basic net income per share (in Dollars per share) | $ 1.88 | |
Diluted net income per share (in Dollars per share) | $ 1.72 | |
Additional paid in capital from exercise of warrants | $ 69,255 | |
Additional paid in capital from reverse recapitalization | 82,848 | |
Additional paid in capital ending balance | 164,423 | |
Net income in retained earnings | 68,441 | |
Retained earnings ending balance | 64,729 | |
Cash Flows from Operating Activities: | ||
Net income | 69,916 | |
Adjustments to reconcile net income to net provided by (cash used in) operating activities: | ||
Revaluation of common stock warrant liability to estimated fair value | (1,192) | |
Adjustment [Member] | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Less: income (loss) attributable to the noncontrolling interest | 1,361 | |
Comprehensive income attributable to Tattooed Chef, Inc. stockholders | $ (1,361) | |
Warrant liability | 5,184 | |
Total Liabilities | 5,184 | |
Additional paid in capital | (6,376) | |
Retained earnings | 1,192 | |
Total Stockholders’ Equity | (5,184) | |
Other income | 1,192 | |
Income before provision for income taxes | 1,192 | |
Net income | 1,192 | |
Net income attributable to Tattooed Chef, Inc. | $ 1,192 | |
Basic net income per share (in Dollars per share) | $ 0.03 | |
Diluted net income per share (in Dollars per share) | $ 0.03 | |
Additional paid in capital from exercise of warrants | $ 2,696 | |
Additional paid in capital from reverse recapitalization | (9,072) | |
Additional paid in capital ending balance | (6,376) | |
Net income in retained earnings | 1,192 | |
Retained earnings ending balance | 1,192 | |
Cash Flows from Operating Activities: | ||
Net income | 1,192 | |
Adjustments to reconcile net income to net provided by (cash used in) operating activities: | ||
Revaluation of common stock warrant liability to estimated fair value | $ (1,192) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of accounts receivables | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | ||
Customer C [Member] | Revenue Benchmark [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 29.00% | 38.00% | 35.00% | 39.00% | ||
Customer C [Member] | Accounts Receivable [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 34.00% | 53.00% | ||||
Customer A [Member] | Revenue Benchmark [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 37.00% | 35.00% | 38.00% | 32.00% | ||
Customer A [Member] | Accounts Receivable [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 25.00% | 24.00% | ||||
Customer B [Member] | Revenue Benchmark [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | 12.00% | 13.00% | 11.00% | 15.00% | ||
Customer B [Member] | Accounts Receivable [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Concentration risk, percentage | [1] | 10.00% | ||||
[1] | Customer B accounted for less than 10% of accounts receivable as of June 30, 2021. However, Customer B accounted for 10% as of December 31, 2020 and as such was included in the disclosure above for comparison purposes. |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of definite lived intangible assets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of definite lived intangible assets [Line Items] | ||
Total | $ 206 | |
Italy [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of definite lived intangible assets [Line Items] | ||
Total | ||
United States - tradenames [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of definite lived intangible assets [Line Items] | ||
Total | $ 206 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of remaining useful life | 6 Months Ended |
Jun. 30, 2021 | |
Description: | |
Tradenames | 2 years |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of long lived assets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Summary of Significant Accounting Policies (Details) - Schedule of long lived assets [Line Items] | ||
Total | $ 39,231 | $ 16,083 |
Italy [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of long lived assets [Line Items] | ||
Total | 16,132 | 9,113 |
United States [Member] | ||
Summary of Significant Accounting Policies (Details) - Schedule of long lived assets [Line Items] | ||
Total | $ 23,099 | $ 6,970 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements (Details) $ in Millions | Jun. 30, 2021USD ($) |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Operating lease obligations | $ 4.7 |
Redeemable Noncontrolling Int_3
Redeemable Noncontrolling Interest (Details) | Apr. 15, 2019 | Jun. 30, 2021 |
Redeemable Noncontrolling Interest (Details) [Line Items] | ||
Description of redeemable noncontrolling interest | On April 15, 2019, UMB contributed $6.00 million to acquire 6,000 units for a 12.50% ownership interest in Ittella International. The Company incurred issuance costs of $0.13 million resulting in net consideration received of $5.87 million. | |
Percentage of fair value | 85.00% | |
Percentage of equity interests | 12.50% | |
UMB [Member] | ||
Redeemable Noncontrolling Interest (Details) [Line Items] | ||
Percentage of fair value | 85.00% |
Redeemable Noncontrolling Int_4
Redeemable Noncontrolling Interest (Details) - Schedule of changes in the carrying value of the Redeemable Noncontrolling Interest - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2020 | Jun. 30, 2020 | |
Schedule of changes in the carrying value of the Redeemable Noncontrolling Interest [Abstract] | ||
Redeemable Noncontrolling Interest as of beginning | $ 11,785 | $ 6,930 |
Net income attributable to redeemable noncontrolling interest | 269 | 693 |
Accretion to redeemable noncontrolling interest | 31,846 | 36,277 |
Redeemable Noncontrolling Interest as of ending | $ 43,900 | $ 43,900 |
Revenue Recognition (Details) -
Revenue Recognition (Details) - Schedule of revenue streams - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue Recognition (Details) - Schedule of revenue streams [Line Items] | ||||
Total revenues | $ 50,716 | $ 34,764 | $ 103,398 | $ 67,934 |
Tattooed Chef [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue streams [Line Items] | ||||
Total revenues | $ 33,088 | $ 20,387 | $ 69,081 | $ 38,249 |
Total revenues percentage | 65.00% | 59.00% | 67.00% | 56.00% |
Private Label [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue streams [Line Items] | ||||
Total revenues | $ 17,288 | $ 14,261 | $ 33,659 | $ 29,151 |
Total revenues percentage | 34.00% | 40.00% | 32.00% | 43.00% |
Other Revenues [Member] | ||||
Revenue Recognition (Details) - Schedule of revenue streams [Line Items] | ||||
Total revenues | $ 340 | $ 116 | $ 658 | $ 534 |
Total revenues percentage | 1.00% | 1.00% | 1.00% | 1.00% |
Accounts Receivable, Net (Detai
Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Allowance doubtful accounts | $ 70 | $ 0 |
Inventory (Details) - Schedule
Inventory (Details) - Schedule of inventory - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of inventory [Abstract] | ||
Raw materials | $ 18,041 | $ 16,534 |
Work-in-process | 4,659 | 5,220 |
Finished goods | 24,396 | 13,902 |
Packaging | 3,722 | 3,004 |
Total | $ 50,818 | $ 38,660 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - Schedule of prepaid expenses and other current assets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of prepaid expenses and other current assets [Abstract] | ||
Prepaid advertising expenses | $ 4,958 | |
Prepaid expenses, other | 1,881 | 1,897 |
Tax credits | 1,699 | 1,884 |
Warrants receivable (see Note 17) | 13,542 | |
Other current assets | 54 | 917 |
Total | $ 8,592 | $ 18,240 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 870 | $ 230 | $ 1,420 | $ 460 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment, Net (Details) - Schedule of property, plant and equipment - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 44,269 | $ 19,035 |
Less: accumulated depreciation | (5,038) | (2,952) |
Property, plant, and equipment, net | 39,231 | 16,083 |
Buildings [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 6,940 | 2,574 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 3,806 | 2,106 |
Machinery and equipment [member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 26,285 | 12,526 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 265 | 187 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 162 | 109 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,621 | |
Construction in progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 5,190 | $ 1,533 |
Intangible assets, net (Details
Intangible assets, net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expenses | $ 10 | $ 0 | $ 10 | $ 0 |
Intangible assets, net (Detai_2
Intangible assets, net (Details) - Schedule of Intangible assets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of Intangible assets [Abstract] | ||
Tradenames | $ 220 | |
Less: accumulated amortization | (14) | |
Net | $ 206 |
Intangible assets, net (Detai_3
Intangible assets, net (Details) - Schedule of estimated future amortization expense for the definite-lived intangible assets - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of estimated future amortization expense for the definite-lived intangible assets [Abstract] | ||
Six months ended December 31, 2021 | $ 55 | |
2022 | 110 | |
2023 | 41 | |
Total | $ 206 |
Business Combination and Asse_3
Business Combination and Asset Purchases (Details) - USD ($) $ in Thousands | May 14, 2021 | Jun. 30, 2021 | Apr. 30, 2021 |
Business Combination and Asset Purchases (Details) [Line Items] | |||
Total purchase price | $ 5,180 | ||
Goodwill | $ 19,350 | ||
Transaction costs | 470 | ||
Acquisition costs | 70 | ||
Operating expense | $ 400 | ||
Purchase of machinery | $ 2,710 | ||
Land and building | $ 2,170 | ||
New Mexico food products [Member] | |||
Business Combination and Asset Purchases (Details) [Line Items] | |||
Total purchase price | $ 28,910 |
Business Combination and Asse_4
Business Combination and Asset Purchases (Details) - Schedule of fair value of assets acquired and liabilities $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Schedule of fair value of assets acquired and liabilities [Abstract] | |
Purchase consideration | $ 34,091 |
Assets acquired and liabilities assumed | |
Cash | 173 |
Accounts receivable | 3,567 |
Inventory | 3,169 |
Prepaid expenses and other current assets | 122 |
Property, plant and equipment | 12,746 |
Favorable leasehold position | 1,444 |
Other noncurrent assets | 29 |
Intangible assets – tradenames | 220 |
Accounts payable | (3,735) |
Accrued expenses | (78) |
Finance lease | (2,917) |
Goodwill | 19,351 |
Total | $ 34,091 |
Business Combination and Asse_5
Business Combination and Asset Purchases (Details) - Schedule of pro forma financial information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of pro forma financial information [Abstract] | ||||
Net Revenue - pro forma combined | $ 55,025 | $ 40,575 | $ 116,325 | $ 80,361 |
Net (Loss) Income - pro forma combined | $ (53,229) | $ 631 | $ (61,449) | $ 6,082 |
Weighted Average Shares: | ||||
Basic | 81,981,428 | 28,324,038 | 81,121,795 | 28,324,038 |
Diluted | 81,981,428 | 28,324,038 | 81,258,427 | 28,324,038 |
Net Income (Loss) per Share: | ||||
Basic | $ (0.65) | $ 0.02 | $ (0.76) | $ 0.21 |
Diluted | $ (0.65) | $ 0.02 | $ (0.76) | $ 0.21 |
Business Combination and Asse_6
Business Combination and Asset Purchases (Details) - Schedule of assets acquisitions $ in Thousands | Jun. 30, 2021USD ($) |
Assets acquired – Esogel | |
Total assets acquired – Ferdifin | $ 2,172 |
Total assets acquired – Esogel | 2,712 |
Machinery and equipment [Member] | |
Assets acquired – Esogel | |
Assets acquired | 534 |
Building [Member] | |
Assets acquired – Esogel | |
Assets acquired | 1,396 |
Land [Member] | |
Assets acquired – Esogel | |
Assets acquired | 776 |
Specialized machinery - facility [Member] | |
Assets acquired – Esogel | |
Assets acquired | 2,168 |
Other [Member] | |
Assets acquired – Esogel | |
Assets acquired | $ 10 |
Derivative Instruments (Details
Derivative Instruments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |||||
Unrealized and realized gains on forward currency derivatives | $ 1,110,000 | $ 20,000 | |||
Unrealized and realized gains on forward currency derivatives | $ (1.80) | $ 290,000 | |||
Outstanding derivatives | $ 45,680,000 | $ 45,680,000 | $ 45,600,000 |
Derivative Instruments (Detai_2
Derivative Instruments (Details) - Schedule of derivative instruments - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Foreign currency derivatives | $ 935 | |
Total | (935) | 866 |
Prepaid expenses and other current assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Foreign currency derivatives | 866 | |
Derivatives not designated as hedging instruments [Member] | Forward contract derivative liability [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Foreign currency derivatives | $ (935) |
Derivative Instruments (Detai_3
Derivative Instruments (Details) - Schedule of condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Derivative Instruments (Details) - Schedule of condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges [Line Items] | ||||
Total | $ 1,107 | $ 288 | $ (1,802) | $ 288 |
Other income (expense) [Member] | ||||
Derivative Instruments (Details) - Schedule of condensed consolidated statements of operations and comprehensive income (loss) of derivative instruments not designated as hedges [Line Items] | ||||
Foreign currency derivatives | $ 1,107 | $ 288 | $ (1,802) | $ 288 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Nov. 16, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | |
Fair Value Measurements (Details) [Line Items] | |||||
Contingent consideration liabilities | As part of the Merger Transaction (Note 1), an additional 5,000,000 shares of Forum’s common stock (the “Holdback Shares”) were placed into escrow, to be released to certain Myjojo (Delaware) stockholders upon satisfaction, within the first three years after the Closing Date, of the following conditions: (i) if the trading price of the Company’s common stock equaled or exceeded $12.00 on any 20 trading days in any 30-day trading period (the “$12.00 Share Price Trigger”), then 2,500,000 additional Holdback Shares were to be released to certain Myjojo (Delaware) stockholders or (ii) if the trading price of the Company’s common stock equaled or exceeded $14.00 on any 20 trading days in any 30-day trading period (each of such $14.00 trigger and the $12.00 Share Price Trigger, a “Share Price Trigger”), then 2,500,000 Holdback Shares were to be released to certain Myjojo (Delaware) stockholders. | ||||
Trigger shares price description | On November 16, 2020, both Share Price Trigger events for the issuance of the Holdback Shares occurred and, accordingly, the Company released from the escrow and delivered the 5,000,000 Holdback Shares to the Myjojo (Delaware) stockholders (other than Pizzo and Myjojo (Delaware)’s Chief Operating Officer). | ||||
Contingent consideration liability | $ 120,350,000 | $ 120,350,000 | |||
Remeasured fair value of the liability | $ 83,150,000 | ||||
Derivative liability | 37,200,000 | ||||
Fair value of Earnout | $ 0 | ||||
Private placement warrants settled (in Shares) | 226,510 | ||||
Loss on settlement private placement warrants | $ 370,000 | ||||
Change in the fair value of the warrant liabilities | 370,000 | $ 980,000 | |||
Holdback Shares [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Additional common stock (in Shares) | 5,000,000 | ||||
Contingent consideration liability | $ 120,350,000 | $ 120,350,000 | |||
Fair value of Earnout | $ 0 | ||||
Sponsor [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Additional common stock (in Shares) | 2,500,000 | ||||
Forfeiture shares | 50.00% | ||||
Returned shares (in Shares) | 2,500,000 | ||||
Fair value of Earnout | $ 0 | $ 0 | |||
Warrant [Member] | |||||
Fair Value Measurements (Details) [Line Items] | |||||
Gain on settlement of contingent consideration derivative | $ 37,200,000 | ||||
Fair value of private placement warrants, per warrant (in Dollars per share) | $ 12.23 | $ 12.23 | $ 12.72 | $ 13.85 | |
Aggregate value of warrants | $ 2,210,000 | $ 2,210,000 | $ 5,180,000 | $ 9,070,000 | |
Outstanding warrants (in Shares) | 181,067 | 181,067 | 407,577 | 655,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of fair value measurement of the private placement warrants as of each measurement - Warrant [Member] - $ / shares | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Oct. 15, 2020 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Risk-free interest rate | 0.72% | 0.34% | 0.32% |
Expected term (years) | 4 years 3 months 18 days | 4 years 9 months 14 days | 5 years |
Expected volatility | 45.00% | 35.00% | 35.00% |
Exercise price | $ 11.50 | $ 11.50 | $ 11.50 |
Fair value of warrants | $ 12.23 | $ 12.72 | $ 13.85 |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of changes in fair value of warrant liabilities - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2020 | Jun. 30, 2021 | ||
Schedule of changes in fair value of warrant liabilities [Abstract] | |||
Fair value at initial measurement on October 15, 2020 | $ 9,072 | $ 5,184 | |
Exercise of Private Placement Warrants | (2,696) | (3,020) | |
Change in fair value | [1] | (1,192) | 51 |
Fair value | $ 5,184 | $ 2,215 | |
[1] | Changes in fair value are recognized in change in fair value of warrant liabilities in the consolidated statements of operations and comprehensive income (loss). |
Leases (Details)
Leases (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
ASU 2016-02 Transition [Abstract] | ||||
Business loan | $ 2,920 | $ 2,920 | ||
Lease facility per share (in Dollars per share) | $ 0 | $ 0 | ||
Rent expense | $ 580 | $ 460 | $ 1,240 | $ 960 |
Leases (Details) - Schedule of
Leases (Details) - Schedule of future minimum lease commitments $ in Thousands | Jun. 30, 2021USD ($) |
Schedule of future minimum lease commitments [Abstract] | |
Six months ended December 31, 2021 | $ 102 |
2022 | 2,815 |
Total | 2,917 |
Six months ended December 31, 2021 | 415 |
2022 | 768 |
2023 | 631 |
2024 | 353 |
2025 | 300 |
Thereafter | 2,224 |
Total | $ 4,691 |
Accrued Expenses (Details) - Sc
Accrued Expenses (Details) - Schedule of accrued expenses - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Schedule of accrued expenses [Abstract] | ||
Accrued customer incentives | $ 2,545 | $ 1,524 |
Accrued payroll | 1,867 | 1,245 |
Accrued commission | 1,138 | 108 |
Other accrued expenses | 60 | 84 |
Total | $ 5,610 | $ 2,961 |
Income Taxes (Details)
Income Taxes (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Income Tax Disclosure [Abstract] | |
Deferred tax asset net | $ 47,220 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of (benefit) provision for income taxes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of (benefit) provision for income taxes [Abstract] | ||||
Income tax expense | $ 45,985 | $ 553 | $ 44,510 | $ 1,283 |
Effective tax rate | (638.00%) | 31.00% | (264.00%) | 15.00% |
Indebtedness (Details)
Indebtedness (Details) | Jan. 06, 2020USD ($) | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) | May 28, 2025 | Jun. 30, 2021EUR (€) | May 31, 2021EUR (€) |
Indebtedness (Details) [Line Items] | ||||||
Revolving credit facility, description | (the “Credit Facility”). The Credit Facility provides the Company with up to $25.00 million in revolving credit. Under the Credit Facility, the Company may borrow up to (a) 90% of the net amount of eligible accounts receivable; plus, (b) the lower of: (i) sum of: (1) 50% of the net amount of eligible inventory; plus (2) 45% of the net amount of eligible in-transit inventory; (ii) $10.00 million; or (iii) 50% of the aggregate amount of revolving loans outstanding, minus (c) the sum of all reserves. Under the Credit Facility: (i) the Company’s fixed charge coverage ratio may not be less than 1.10:1.00, and (ii) the Company may make dividends or distributions in shares of stock of the same class and also distributions for the payment of taxes. As of June 30, 2021 and December 31, 2020, the Company was in compliance with all terms and conditions of its Credit Facility.The revolving line of credit bears interest at the sum of (i) the greater of (a) the daily Prime Rate, or (b) LIBOR plus 2%; and (ii) 1%. | |||||
Variable interest, description | this loan are payable on a straight-line basis over 5 years and accrue interest at the greater of (a) the daily Prime Rate or (b) the daily LIBOR Rate plus 4%. | |||||
Balance on promissory note | $ 0 | € 0 | ||||
Ittella Italy [Member] | ||||||
Indebtedness (Details) [Line Items] | ||||||
Balance on promissory note | € | € 1,000,000 | |||||
Revolving Credit [Member] | ||||||
Indebtedness (Details) [Line Items] | ||||||
Loan amount | $ 25,000,000 | |||||
Capex Loan [Member] | ||||||
Indebtedness (Details) [Line Items] | ||||||
Loan amount | 500,000 | |||||
Balance amount | 0 | 0 | ||||
Note [Member] | ||||||
Indebtedness (Details) [Line Items] | ||||||
Loan amount | € | € 1,000,000 | |||||
Balance amount | $ 1,970,000 | 2,020,000 | ||||
Accrued interest, percentage | 3.60% | |||||
Maturity date | Jan. 31, 2035 | |||||
Ittella Italy [Member] | ||||||
Indebtedness (Details) [Line Items] | ||||||
Balance on promissory note | $ 1,190,000 | |||||
CB Loan [Member] | ||||||
Indebtedness (Details) [Line Items] | ||||||
Promissory note payable | $ 2,100,000 | |||||
Forecast [Member] | CDC Loan [Member] | ||||||
Indebtedness (Details) [Line Items] | ||||||
Accrued interest, percentage | 1.014% |
Indebtedness (Details) - Schedu
Indebtedness (Details) - Schedule of debt - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Total debt | $ 5,269 | $ 2,189 |
Less: current portion | (2,545) | (199) |
Total long-term portion – net | 2,724 | 1,990 |
Notes payable [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 3,129 | 2,101 |
Notes payable to related parties [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | 25 | 66 |
Revolving credit facility [Member] | ||
Debt Instrument [Line Items] | ||
Total debt | $ 2,115 | $ 22 |
Indebtedness (Details) - Sche_2
Indebtedness (Details) - Schedule of future minimum principal payments due on the notes payable $ in Thousands | Jun. 30, 2021USD ($) |
Schedule of future minimum principal payments due on the notes payable [Abstract] | |
Six months ended December 31, 2021 | $ 2,316 |
2022 | 408 |
2023 | 416 |
2024 | 423 |
2025 | 279 |
2026 | 132 |
Thereafter | 1,295 |
Total | $ 5,269 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 01, 2021 | Dec. 17, 2020 | Jun. 30, 2021 | Dec. 31, 2020 | Oct. 15, 2020 |
Stockholders' Equity (Details) [Line Items] | |||||
Voting rights, percentage | 37.55% | ||||
Shares issued | 825,000 | ||||
Total consideration amount (in Dollars) | $ 4,000 | ||||
Transaction shares | 825,000 | ||||
Share-based consideration (in Dollars) | $ 20,540 | ||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | |||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | |||
Voting rights | Holders of common stock are entitled to one vote for each share. | ||||
Common stock, shares issued | 81,938,668 | 71,551,067 | |||
Common stock, shares outstanding | 81,938,668 | 71,551,067 | |||
Redemption of warrants, description | Once the Public Warrants become exercisable, the Company may redeem the Public Warrants in whole, at a price of $0.01 per warrant within 30 days after a written notice of redemption, and if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the holder. | ||||
Warrant [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Warrants issued | 181,067 | 407,577 | 655,000 | ||
Warrants price per share (in Dollars per share) | $ 12.23 | $ 12.72 | $ 13.85 | ||
Description of warrants exercised period | (i) the date that is 30 days after the first date on which Forum completes its initial business combination; or (ii) 12 months from the date of the closing of the IPO, and terminating on the earlier to occur (x) five years after Forum completes its initial business combination; (y) the liquidation of the Company or, the Redemption Date (as that term is defined in the Warrant Agreement), subject to any applicable conditions as set forth in the Warrant Agreement. The Company in its sole discretion may extend the duration of the Warrants by delaying the expiration date, provided it give at least 20 days prior written notice of any such extension to the registered holders of the Warrants. | ||||
2020 Incentive Award Plan [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Shares of common stock | 4,935 | ||||
Public Warrants [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Warrants issued | 20,000,000 | ||||
Share issued price per share (in Dollars per share) | $ 10 | ||||
Private Placement Warrants [Member] | |||||
Stockholders' Equity (Details) [Line Items] | |||||
Warrants issued | 655,000 | ||||
Warrants price per share (in Dollars per share) | $ 11.50 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of changes in other comprehensive income attributable to noncontrolling interest - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Schedule of changes in other comprehensive income attributable to noncontrolling interest [Abstract] | ||||
Net income attributable to noncontrolling interest in Ittella Italy | $ 70 | $ 668 | ||
Net income attributable to noncontrolling interest in Ittella International | 269 | 693 | ||
Increase in noncontrolling interest due to foreign currency translation | 45 | 34 | ||
Change in net comprehensive income attributable to noncontrolling interest | $ 384 | $ 1,395 |
Stockholders' Equity (Details_2
Stockholders' Equity (Details) - Schedule of warrant activity - shares | 3 Months Ended | 6 Months Ended |
Dec. 31, 2020 | Jun. 30, 2021 | |
Schedule of warrant activity [Abstract] | ||
Public Warrants, Issued and outstanding, Beginning | 20,000,000 | 14,459,684 |
Private Placement Warrants, Issued and outstanding, Beginning | 655,000 | 407,577 |
Public Warrants, Exercised | (5,540,316) | (14,602,942) |
Private Placement Warrants, Exercised | (247,423) | (226,510) |
Public Warrants, Redeemed | 143,258 | |
Private Placement Warrants, Redeemed | ||
Public Warrants, Issued and outstanding, Beginning | 14,459,684 | |
Private Placement Warrants, Issued and outstanding, Beginning | 407,577 | 181,067 |
Equity Incentive Plan (Details)
Equity Incentive Plan (Details) - USD ($) | Oct. 15, 2020 | Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
Equity Incentive Plan (Details) [Line Items] | ||||
Fair market value | 100.00% | 100.00% | ||
Options granted generally vest over period | 10 years | |||
Executive [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Granting of equity awards (in Shares) | 5,200,000 | |||
Stock Options [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Fair market value | 100.00% | 100.00% | ||
Options granted generally vest over period | 9 years 8 months 23 days | 9 years 9 months 10 days | ||
Compensation costs (in Dollars) | $ 6,500,000 | $ 5,650,000 | ||
Grant life term | 3 years | |||
Restricted Stock [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Compensation costs (in Dollars) | $ 0 | |||
Minimum [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Options granted generally vest over period | 3 years | |||
Minimum [Member] | Stock Options [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Grant life term | 3 years | |||
Maximum [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Options granted generally vest over period | 5 years | |||
Maximum [Member] | Stock Options [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Options granted generally vest over period | 10 years | |||
Grant life term | 5 years | |||
Nonemployee Director [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Exceeding total value (in Dollars) | $ 100,000 | |||
Fair value of restricted shares vested (in Dollars per share) | $ 470,000 | |||
Consultant [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Fair value of restricted shares vested (in Dollars per share) | $ 0 | 1,900,000 | ||
Employee [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Fair value of restricted shares vested (in Dollars per share) | 0 | $ 530,000 | ||
Non-Employee [Member] | ||||
Equity Incentive Plan (Details) [Line Items] | ||||
Fair value of restricted shares vested (in Dollars per share) | $ 180,000 |
Equity Incentive Plan (Detail_2
Equity Incentive Plan (Details) - Schedule of summarizes the stock option activity - Stock Options [Member] - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Equity Incentive Plan (Details) - Schedule of summarizes the stock option activity [Line Items] | ||
Number of Awards Outstanding, Granted (in Shares) | 270,000 | 270,000 |
Weighted Average Exercise Price, Granted | $ 17.82 | $ 17.82 |
Weighted Average Remaining Contractual Terms (Years) Granted | 10 years | 10 years |
Intrinsic Value, Granted | ||
Number of Awards Outstanding, Cancelled and forfeited (in Shares) | (1,500) | (3,000) |
Weighted Average Exercise Price, Cancelled and forfeited | $ 24.69 | $ 24.69 |
Weighted Average Remaining Contractual Terms (Years), Cancelled and forfeited | 9 years 8 months 23 days | 9 years 9 months 10 days |
Intrinsic Value, Cancelled and forfeited | ||
Number of Awards Outstanding, Exercised (in Shares) | ||
Weighted Average Exercise Price, Exercised | ||
Intrinsic Value, Exercised (in Dollars) | ||
Number of Awards Outstanding, Ending Balance (in Shares) | 1,023,300 | 1,023,300 |
Weighted Average Exercise Price, Ending Balance | $ 22.88 | $ 22.88 |
Weighted Average Remaining Contractual Terms (Years), Ending Balance | 9 years 6 months 25 days | 9 years 6 months 25 days |
Number of Awards Outstanding, Exercisable (in Shares) | ||
Weighted Average Exercise Price, Exercisable | ||
Intrinsic Value, Exercisable (in Dollars) | ||
Number of Awards Outstanding, Beginning Balance (in Shares) | 754,800 | 756,300 |
Weighted Average Exercise Price, Beginning Balance | $ 24.69 | $ 24.69 |
Weighted Average Remaining Contractual Terms (Years), Beginning Balance | 9 years 8 months 23 days | 9 years 11 months 23 days |
Intrinsic Value, Beginning Balance (in Dollars) |
Equity Incentive Plan (Detail_3
Equity Incentive Plan (Details) - Schedule of fair value of each option grant was estimated on the grant date using the black-scholes option pricing model | 6 Months Ended |
Jun. 30, 2021 | |
Schedule of fair value of each option grant was estimated on the grant date using the black-scholes option pricing model [Abstract] | |
Equity volatility | 33.93% |
Risk-free interest rate | 1.27% |
Expected term (in years) | 8 years |
Expected dividend |
Equity Incentive Plan (Detail_4
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan - $ / shares | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Employee Director Awards [Member] | ||
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items] | ||
Balance, Number of Shares | ||
Balance, Weighted- Average Fair Value | ||
Granted, Number of Shares | ||
Granted, Weighted- Average Fair Value | ||
Vested, Number of Shares | ||
Vested, Weighted- Average Fair Value | ||
Forfeited, Number of Shares | ||
Forfeited, Weighted- Average Fair Value | ||
Non-vested restricted stock, Number of Shares | ||
Non-vested restricted, Weighted- Average Fair Value | ||
Non-Employee Director Awards [Member] | ||
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items] | ||
Balance, Number of Shares | ||
Balance, Weighted- Average Fair Value | ||
Granted, Number of Shares | 15,216 | |
Granted, Weighted- Average Fair Value | $ 18.93 | |
Vested, Number of Shares | (15,216) | |
Vested, Weighted- Average Fair Value | $ 18.93 | |
Forfeited, Number of Shares | ||
Forfeited, Weighted- Average Fair Value | ||
Non-vested restricted stock, Number of Shares | ||
Non-vested restricted, Weighted- Average Fair Value | ||
Employee Awards [Member] | ||
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items] | ||
Balance, Number of Shares | 325,500 | 400,000 |
Balance, Weighted- Average Fair Value | $ 24.10 | $ 24.28 |
Granted, Number of Shares | 30,416 | |
Granted, Weighted- Average Fair Value | $ 23.65 | |
Vested, Number of Shares | (4,916) | |
Vested, Weighted- Average Fair Value | $ 24.28 | |
Forfeited, Number of Shares | (325,500) | (425,500) |
Forfeited, Weighted- Average Fair Value | $ 24.69 | $ 24.62 |
Non-vested restricted stock, Number of Shares | ||
Non-vested restricted, Weighted- Average Fair Value | ||
Non-Employee Awards [Member] | ||
Equity Incentive Plan (Details) - Schedule of restricted stock activity under the plan [Line Items] | ||
Balance, Number of Shares | 100,000 | |
Balance, Weighted- Average Fair Value | $ 24.69 | |
Granted, Number of Shares | 10,000 | 110,000 |
Granted, Weighted- Average Fair Value | $ 18.15 | $ 18.89 |
Vested, Number of Shares | (10,000) | (110,000) |
Vested, Weighted- Average Fair Value | $ 18.15 | $ 18.89 |
Forfeited, Number of Shares | (100,000) | |
Forfeited, Weighted- Average Fair Value | $ 24.69 | |
Non-vested restricted stock, Number of Shares | ||
Non-vested restricted, Weighted- Average Fair Value |
Related Party Transactions (Det
Related Party Transactions (Details) € in Thousands, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jan. 31, 2007USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2021EUR (€) | Jun. 30, 2020USD ($) | Dec. 31, 2020USD ($) | Dec. 31, 2020EUR (€) | May 31, 2018EUR (€) | |
Related Party Transactions (Details) [Line Items] | |||||||||
Rent expense | $ 80 | $ 30 | |||||||
Salvatore Galletti [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Balance of line of credit | $ 1,200 | 2,120 | $ 20 | ||||||
Monthly interest payments, description | Monthly interest payments are accrued at 4.75% above the Prime Rate on any outstanding balance. In addition, the Company agreed to pay Salvatore Galletti 0.67% per month of the full amount of the revolving credit line, regardless of whether the Company has borrowed against the line of credit. This agreement originally expired on December 31, 2011 but was extended to December 31, 2024. | ||||||||
Deluna Properties Inc [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Rent expense | $ 50 | $ 20 | |||||||
Pizzo Food Srls [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Balance of line of credit | € | € 20 | € 70 | |||||||
Promissory note lender amount (in Euro) | € | € 480 | ||||||||
Note bore interest percentage | 8.00% | ||||||||
Marquette Business Credit [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Borrowing capacity | $ 25,000 | $ 25,000 | $ 25,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) € in Thousands | 6 Months Ended |
Jun. 30, 2021EUR (€) | |
Commitments and Contingencies Disclosure [Abstract] | |
Purchase of materials | € 1,870 |
Consolidated Variable Interes_2
Consolidated Variable Interest Entity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Consolidated Variable Interest Entity (Details) [Line Items] | ||||
Lease term description | Ittella Properties LLC (“Properties”), the Company’s consolidated VIE, owns the Alondra Building, which is leased by Ittella International for 10 years from August 1, 2015 through August 1, 2025. | |||
Percentage of revenue | 100.00% | |||
Properties contributed expenses | $ 50 | $ 50 | $ 100 | $ 120 |
Alondra Building [Member] | ||||
Consolidated Variable Interest Entity (Details) [Line Items] | ||||
Loan agreement, percentage | 100.00% |
Earnings Per Share (Details) -
Earnings Per Share (Details) - Schedule of basic and diluted EPS - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator | ||||
Net Income (Loss) attributable to Tattooed Chef, Inc. (in Dollars) | $ (53,196) | $ 916 | $ (61,348) | $ 5,793 |
Dilutive Net Income (Loss) attributable to Tattooed Chef, Inc. (in Dollars) | $ (53,196) | $ 916 | $ (61,445) | $ 5,793 |
Denominator | ||||
Weighted average common shares outstanding | 81,981,428 | 28,324,038 | 81,121,795 | 28,324,038 |
Effect of potentially dilutive securities related to Warrants | 136,632 | |||
Weighted average diluted shares outstanding | 81,981,428 | 28,324,038 | 81,258,427 | 28,324,038 |
Earnings per share | ||||
Basic (in Dollars per share) | $ (0.65) | $ 0.03 | $ (0.76) | $ 0.20 |
Diluted (in Dollars per share) | $ (0.65) | $ 0.03 | $ (0.76) | $ 0.20 |
Earnings Per Share (Details) _2
Earnings Per Share (Details) - Schedule of anti-dilutive securities excluded from calculation of diluted earnings per share - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 545 | 597 | ||
Stock options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 445 | 408 | ||
Warrants [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 75 | 189 | ||
Restricted stock awards [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Total | 25 |