Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | Aterian, Inc. | |
Entity Central Index Key | 0001757715 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 81,125,003 | |
Entity File Number | 001-38937 | |
Entity Tax Identification Number | 83-1739858 | |
Entity Address, Address Line One | 350 Springfield Avenue | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | Summit | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07901 | |
City Area Code | 347 | |
Local Phone Number | 676-1681 | |
Entity Incorporation, State or Country Code | DE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Title of each class | Common Stock, $0.0001 par value per share | |
Trading Symbol(s) | ATER | |
Name of each exchange on which registered | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
CURRENT ASSETS: | |||
Cash | $ 33,911 | $ 43,574 | |
Accounts receivable, net | 3,486 | 4,515 | |
Inventory | 40,378 | 43,666 | |
Prepaid and other current assets | 6,870 | 8,261 | |
Total current assets | 84,645 | 100,016 | |
Property and equipment, net | 830 | 853 | |
Other intangibles, net | 36,392 | 54,757 | |
Other non-current assets | 753 | 813 | |
Total assets | 122,620 | 156,439 | |
Current Liabilities: | |||
Credit facility | 19,103 | 21,053 | |
Accounts payable | 8,955 | 16,035 | |
Seller notes | 1,303 | 1,693 | |
Accrued and other current liabilities | 13,045 | 14,254 | |
Total current liabilities | 42,406 | 53,035 | |
Other liabilities | 1,447 | 1,452 | |
Total liabilities | 43,853 | 54,487 | |
Commitments and contingencies (Note 9) | |||
Stockholders' equity: | |||
Common stock, $0.0001 par value, 500,000,000 shares authorized and 80,752,290 and 81,134,161 shares outstanding at December 31, 2022 and March 31, 2023, respectively | 8 | 8 | |
Additional paid-in capital | 730,825 | 728,339 | |
Accumulated deficit | (651,051) | (625,251) | |
Accumulated other comprehensive loss | (1,015) | (1,144) | |
Total stockholders’ equity | 78,767 | 101,952 | |
Total liabilities and stockholders' equity | $ 122,620 | $ 156,439 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 81,134,161 | 80,752,290 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net revenue | $ 34,879 | $ 41,673 |
Cost of good sold | 15,782 | 18,066 |
Gross profit | 19,097 | 23,607 |
Operating expenses: | ||
Sales and distribution | 20,226 | 22,974 |
Research and development | 1,247 | 1,144 |
General and administrative | 5,959 | 9,541 |
Impairment loss on goodwill | 29,020 | |
Impairment loss on intangibles | 16,660 | |
Change in fair value of contingent earn-out liabilities | (2,775) | |
Total operating expenses | 44,092 | 59,904 |
Operating loss | (24,995) | (36,297) |
Interest expense, net | 371 | 802 |
Gain on extinguishment of seller note | (2,012) | |
Loss on initial issuance of equity | 5,835 | |
Change in fair value of warrant liability | 354 | 1,879 |
Other (income) expense, net | 54 | (25) |
Loss before income taxes | (25,774) | (42,776) |
Provision for income taxes | 26 | |
Net loss | $ (25,800) | $ (42,776) |
Net loss per share, basic | $ (0.34) | $ (0.78) |
Net loss per share, diluted | $ (0.34) | $ (0.78) |
Weighted-average number of shares outstanding, basic | 76,732,539 | 55,141,448 |
Weighted-average number of shares outstanding, diluted | 76,732,539 | 55,141,448 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
Net loss | $ (25,800) | $ (42,776) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | 129 | (171) |
Other comprehensive loss | 129 | (171) |
Comprehensive loss | $ (25,671) | $ (42,947) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | AOCI Attributable to Parent |
Beginning balance at Dec. 31, 2021 | $ 224,228 | $ 5 | $ 653,650 | $ (428,959) | $ (468) |
Beginning balance, shares at Dec. 31, 2021 | 55,090,237 | ||||
Net loss | (42,776) | (42,776) | |||
Issuance of shares of restricted common stock, shares | 155,456 | ||||
Forfeiture of shares of restricted common stock, shares | (193,594) | ||||
Issuance of common stock for settlement of seller note | 767 | 767 | |||
Issuance of common stock for settlement of seller note, shares | 292,887 | ||||
Issuance of common stock, net of issuance costs | 27,007 | $ 1 | 27,006 | ||
Issuance of common stock, net of issuance costs, shares | 7,003,332 | ||||
Issuance of warrants in connection with offering | (18,982) | (18,982) | |||
Loss on initial issuance of equity | 5,835 | 5,835 | |||
Stock-based compensation expense | 1,444 | 1,444 | |||
Other comprehensive loss | (171) | (171) | |||
Ending balance at Mar. 31, 2022 | 197,352 | $ 6 | 669,720 | (471,735) | (639) |
Ending balance, shares at Mar. 31, 2022 | 62,348,318 | ||||
Beginning balance at Dec. 31, 2022 | 101,952 | $ 8 | 728,339 | (625,251) | (1,144) |
Beginning balance, shares at Dec. 31, 2022 | 80,752,290 | ||||
Net loss | (25,800) | (25,800) | |||
Issuance of shares of restricted common stock, shares | 668,104 | ||||
Forfeiture of shares of restricted common stock, shares | (586,233) | ||||
Issuance of common stock | 290 | 290 | |||
Issuance of common stock, shares | 300,000 | ||||
Stock-based compensation expense | 2,196 | 2,196 | |||
Other comprehensive loss | 129 | 129 | |||
Ending balance at Mar. 31, 2023 | $ 78,767 | $ 8 | $ 730,825 | $ (651,051) | $ (1,015) |
Ending balance, shares at Mar. 31, 2023 | 81,134,161 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2023 | Dec. 31, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
OPERATING ACTIVITIES: | ||||
Net loss | $ (25,800) | $ (42,776) | ||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 1,762 | 1,846 | ||
Provision for (recovery of) sales returns | (223) | 109 | ||
Amortization of deferred financing cost and debt discounts | 106 | 106 | ||
Stock-based compensation | 2,317 | 2,865 | ||
Gain from decrease of contingent earn-out liability fair value | (2,775) | |||
Change in inventory provisions | (1,023) | |||
Loss in connection with the change in warrant fair value | 354 | 1,879 | ||
Gain in connection with settlement of note payable | (2,012) | |||
Loss on initial issuance of equity | 5,835 | |||
Impairment loss on goodwill | $ 500 | 29,020 | $ 120,400 | |
Impairment loss on intangibles | 16,660 | 3,118 | ||
Changes in assets and liabilities: | ||||
Accounts receivable | 1,028 | 4,608 | ||
Inventory | 4,312 | (12,380) | ||
Prepaid and other current assets | 751 | 410 | ||
Accounts payable, accrued and other liabilities | (7,661) | 95 | ||
Cash used in operating activities | (7,417) | (13,170) | ||
INVESTING ACTIVITIES: | ||||
Purchase of fixed assets | (33) | (16) | ||
Purchase of Step and Go assets | (125) | |||
Cash used in investing activities | (158) | (16) | ||
FINANCING ACTIVITIES: | ||||
Proceeds from equity offering, net of issuance costs | 27,007 | |||
Repayments on note payable to Smash | (398) | (1,084) | ||
Borrowings from MidCap credit facilities | 20,549 | 30,357 | ||
Repayments for MidCap credit facilities | (22,602) | (33,845) | ||
Insurance obligation payments | (534) | (719) | ||
Cash provided by financing activities | (2,985) | 21,716 | ||
Foreign currency effect on cash, cash equivalents, and restricted cash | 129 | (171) | ||
Net change in cash and restricted cash for the year | (10,431) | 8,359 | ||
Cash and restricted cash at beginning of year | 46,629 | 38,315 | 38,315 | |
Cash and restricted cash at end of year | 36,198 | 46,629 | 46,674 | 46,629 |
RECONCILIATION OF CASH AND RESTRICTED CASH | ||||
Cash | 33,911 | 44,281 | ||
Restricted Cash-Prepaid and other current assets | 2,158 | 2,264 | ||
Restricted cash-Other non-current assets | 129 | 129 | ||
TOTAL CASH AND RESTRICTED CASH | 36,198 | $ 46,629 | 46,674 | $ 46,629 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||||
Cash paid for interest | 538 | 357 | ||
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||||
Non-cash consideration paid to contractors | $ 321 | |||
Fair value of warrants issued in connection with equity offering | 18,982 | |||
Issuance of common stock for settlement of seller note | 767 | |||
Equity fundraising costs not paid | $ 166 |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Aterian, Inc. is a technology-enabled consumer products company that builds, acquires and partners with e-commerce brands. Aterian predominantly operates through online retail channels such as Amazon and Walmart, Inc. The Company operates its owned brands, which were either incubated or purchased, selling products in multiple categories, including home and kitchen appliances, kitchenware, heating, cooling and air quality appliances (dehumidifiers, humidifiers and air conditioners), health and beauty products and essential oils. Headquartered in New Jersey, Aterian also maintains offices in China, Philippines, and Poland. Liquidity and Going Concern As an emerging growth company in the early commercialization stage of its lifecycle, we are subject to inherent risks and uncertainties associated with the development of our enterprise. In this regard, substantially all of our efforts to date have been devoted to the development and sale of our products in the marketplace, which includes our investment in organic growth at the expense of short-term profitably, our investment in incremental growth through mergers & acquisitions (“M&A strategy”), our recruitment of management and technical staff, and raising capital to fund the development of our enterprise. As a result of these efforts, we have incurred significant losses and negative cash flows from operations since our inception and expect to continue to incur such losses and negative cash flows for the foreseeable future until such time that we reach a scale of profitability to sustain our operations. In addition, our recent financial performance has been adversely impacted by the COVID-19 global pandemic and related global shipping disruption, in particular with respect to substantial increases in supply chain costs for shipping containers (See COVID-19 Pandemic and the Supply Chain below for additional details). In order to execute our growth strategy, we have historically relied on outside capital through the issuance of equity, debt, and borrowings under financing arrangements (collectively “outside capital”) to fund our cost structure, and we expect to continue to rely on outside capital for the foreseeable future, specifically for our M&A strategy. While we believe we will eventually reach a scale of profitability to sustain our operations, there can be no assurance we will be able to achieve such profitability or do so in a manner that does not require our continued reliance on outside capital. Moreover, while we have historically been successful in raising outside capital, there can be no assurance we will be able to continue to obtain outside capital in the future or do so on terms that are acceptable to us. As of the date the accompanying Condensed Consolidated Financial Statements were issued (the “issuance date”), we evaluated the significance of the following adverse financial conditions in accordance with Accounting Standard Codification 205-40, Going Concern: Since our inception, we have incurred significant losses and used cash flows from operations to fund our enterprise. In this regard, during the three months ended March 31, 2023, we incurred a net loss of $ 25.8 million and used net cash flows in our operations of $ 7.4 million. In addition, as of March 31, 2023, we had unrestricted cash and cash equivalents of $ 33.9 million available to fund our operations and an accumulated deficit of $ 651.1 m illion. We are required to remain in compliance with certain financial covenants required by the MidCap Credit facility (See Note 6, Credit Facility, Term Loans and Warrants). We were in compliance with these financial covenants as of March 31, 2023, and expect to remain in compliance through at least March 31, 2024. However, with our short history of forecasting our business during the ongoing COVID-19 global pandemic, the current record global inflation and related global supply chain disruptions, we can provide no assurances that we will remain in compliance with our financial covenants. Further, absent of our ability to generate cash inflows from our operations or secure additional outside capital, we may be unable to remain in compliance with these financial covenants. In the event we are unable to remain in compliance with these financial covenants (or other non-financial covenants required by the MidCap Credit Facility), and we are unable to secure a waiver or forbearance, MidCap may, at its discretion, exercise any and all of its existing rights and remedies, which may include, among others, accelerating repayment of the outstanding borrowings and/or asserting its rights in the assets securing the loan. As of the issuance date, we have no firm commitments to secure additional outside capital from lenders or investors. While we are continually exploring additional outside capital, specifically to fund our M&A growth strategy, there can be no assurance we will be able obtain capital or do so on terms that are acceptable to us. Accordingly, absent our ability to generate cash inflows from our operations and/or secure additional outside capital in the near term, we may be unable to meet our obligations as they become due over the next twelve months beyond the issuance date. The Company's plan to continue to closely monitor our operating forecast, our M&A strategy, pursue additional sources of outside capital on terms that are acceptable to us, and secure a waiver or forbearance from MidCap if we are unable to remain in compliance with one or more of the covenants required by the MidCap Credit Facility. If some or all of our plans prove unsuccessful, we may need to implement short-term changes to our operating plan, such as delaying expenditures, reducing investments in new products, delaying the development of our software, or reducing our sale and distribution infrastructure. We may also need to seek long-term strategic alternatives, such as a significant curtailment of our operations, a sale of certain of our assets, a divestiture of certain product lines, a sale of the entire enterprise to strategic or financial investors, and/or allow our enterprise to become insolvent. These uncertainties raise substantial doubt about our ability to continue as a going concern. The accompanying Condensed Consolidated Financial Statements have been prepared on the basis that we will continue to operate as a going concern, which contemplates that we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying Condensed Consolidated Financial Statements do not include any adjustments that may result from the outcome of these uncertainties. COVID-19 Pandemic and the Supply Chain During 2022, we were impacted by the COVID-19 pandemic and related global shipping disruption. Together these led to substantial increases in supply chain costs, in particular for shipping containers, which we rely on to import our goods, reduced the reliability and timely delivery of shipping containers and substantially increased our last mile shipping costs on our oversized goods, which are a material part of our business. The reduced reliability and delivery of such shipping containers forced us to spend more on premium shipping to ensure goods were delivered. Further, the global shipping disruption led us to increase our inventory on-hand in early 2022, including advance ordering and taking possession of inventory earlier than expected, impacting our working capital. Third party last mile shipping partners, such as UPS and FedEx, continue to increase the cost of delivering goods to the end consumers as their delivery networks continue to be adjusted following the onset of COVID-19 pandemic. There remains significant uncertainty to consumer demand and buying habits as price increases related to raw materials, the importing of goods, including tariffs, and the cost of delivering goods to consumers has led to inflation across the U.S. and potentially reduced demand for our products. We continue to consider the impact of the COVID-19 and the related supply chain disruptions on the assumptions and estimates used when preparing our Condensed Consolidated Financial Statements including inventory valuation, and the impairment of long-lived assets. These assumptions and estimates may change. If the economic conditions worsen beyond what is currently estimated by management, such future changes may have an adverse impact on our business, operations, financial results, and liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation —The Condensed Consolidated Financial Statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Unaudited Interim Financial Information —The accompanying interim Condensed Consolidated Financial Statements are unaudited and have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments necessary for the fair presentation of the Company's financial position as of March 31, 2023 and the results of its operations and its cash flows for the periods ended March 31, 2023 and 2022. The financial data and other information disclosed in these notes related to the three-month periods ended March 31, 2023 and 2022 are also unaudited. The results for the three-month periods ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods or any future year or period. Use of Estimates —Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period covered by the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. Principles of Consolidation —The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Restricted Cash —As of December 31, 2022, the Company has classified the following as restricted cash: $ 0.1 million related to its Chinese subsidiary within “Other Non-current Assets” on the Consolidated Balance Sheets, $ 2.0 million related to a letter of credit and $ 0.9 million for cash sweeps account related to the Midcap Credit Facility within "Prepaid and Other Current Assets" on the Consolidated Balance Sheets. As of March 31, 2023, the Company has classified the following as restricted cash: $ 0.1 million related to its Chinese subsidiary within “Other Non-current Assets” on the Condensed Consolidated Balance Sheets, $ 2.0 million related to a letter of credit and $ 0.2 million for cash sweeps account related to the Midcap Credit Facility within "Prepaid and Other Current Assets" on the Condensed Consolidated Balance Sheets. Inventory and Cost of Goods Sold —The Company’s inventory consists almost entirely of finished goods. The Company currently records inventory on its balance sheet on a first-in first-out basis, or net realizable value, if it is below the Company’s recorded cost. The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable. The valuation of our inventory requires us to make judgments, based on available information such as historical data, about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. These assumptions about future disposition of inventory are inherently uncertain and changes in our estimates and assumptions may cause us to realize material write-downs in the future. The “Cost of goods sold” line item in the Condensed Consolidated Statements of Operations consists of the book value of inventory sold to customers during the reporting period. When circumstances dictate that the Company use net realizable value as the basis for recording inventory, it bases its estimates on expected future selling prices less expected disposal costs. Accounts Receivable —Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The Company performs ongoing evaluations of its customers and maintains an allowance for bad and doubtful receivables. As of December 31, 2022 and March 31, 2023, the Company had an allowance for doubtful accounts of $ 0.4 million. Revenue Recognition —The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels and through wholesale channels. For direct-to-consumer sales, the Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed through third-party online channels. For wholesale sales, the Company considers the customer purchase order to be the contract. For all of the Company’s sales and distribution channels, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable. Revenue from consumer product sales is recorded at the net sales price (transaction price), which includes an estimate of future returns based on historical return rates. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns was $ 0.6 million at December 31, 2022 and $ 0.4 million at March 31, 2023, which is included in accrued liabilities and represents the expected value of the refund that will be due to its customers. The Company evaluated principal versus agent considerations to determine whether it is appropriate to record platform fees paid to Amazon as an expense or as a reduction of revenue. Platform fees are recorded as sales and distribution expenses and are not recorded as a reduction of revenue because it owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct Amazon, similarly, other third-party logistics providers (“Logistics Providers”), to return the Company’s inventory to any location specified by the Company. It is the Company’s responsibility to make customers whole following any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card charge backs), establishes prices of its products, can determine who fulfills the goods to the customer (Amazon or the Company) and can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in this arrangement. Net Revenue by Category . The following table sets forth the Company’s net revenue disaggregated by sales channel and geographic region based on the billing addresses of its customers: Three Months Ended March 31, 2022 (in thousands) Direct Wholesale/Other Total North America $ 38,633 $ 1,629 $ 40,262 Other 1,411 — 1,411 Total net revenue $ 40,044 $ 1,629 $ 41,673 Three Months Ended March 31, 2023 (in thousands) Direct Wholesale/Other Total North America $ 31,962 $ 1,516 $ 33,478 Other 1,401 — 1,401 Total net revenue $ 33,363 $ 1,516 $ 34,879 Net Revenue by Product Categories . The following table sets forth the Company’s net revenue disaggregated by product categories: Three Months Ended March 31, 2022 2023 (in thousands) Heating, cooling and air quality $ 5,926 $ 5,349 Kitchen appliances 8,450 6,371 Health and beauty 4,890 4,857 Personal protective equipment 1,040 509 Cookware, kitchen tools and gadgets 4,856 3,620 Home office 3,708 2,667 Housewares 6,547 6,209 Essential oils and related accessories 5,082 4,588 Other 1,174 709 Total net revenue $ 41,673 $ 34,879 Intangibles —We review long-lived assets for impairment when performance expectations, events, or changes in circumstances indicate that the asset's carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows by comparing the carrying value of the asset group to the undiscounted cash flows. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique. On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $ 16.7 million in the three month ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. Fair Value of Financial Instruments —The Company’s financial instruments, including net accounts receivable, accounts payable, and accrued and other current liabilities are carried at historical cost. At March 31, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility is carried at amortized cost at December 31, 2022 and March 31, 2023 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs. The fair value of the P refunded Warrants and stock purchase warrants issued in connection with the Company’s common stock offering on March 1, 2022 were measured using the Black-Scholes model. Due to the complexity of the warrants issued, the Company uses an outside expert to assist in providing the mark-to-market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. Inputs used to determine the estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. Upon the issuance of the prefunded warrants and stock purchase warrants, the Company evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) , and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging (“ASC 815”) . Based on the Company’s evaluation and due to certain terms in the warrant agreements, it concluded the prefunded warrants, and the stock purchase warrants should be classified as liability with subsequent remeasurement as long as such warrants continue to be classified as liabilities. The fair value of the contingent consideration related to business combinations is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not observable in the market. The key internally developed assumptions used in these models are discount rates and the probabilities assigned to the milestones to be achieved. The company remeasures the fair value of the contingent consideration at each reporting period, and any changes in fair value resulting from either the passage of time or events occurring after the acquisition date, such as changes in discount rates, or in the expectations of achieving the performance targets, are recorded within “change in fair value of contingent earn-out liabilities” on the statement of operations. Assets and liabilities recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market data for the related assets or liabilities. The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2022 and March 31, 2023 (in thousands): December 31, 2022 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 43,574 $ — $ — Restricted Cash 3,055 — — Liabilities: Fair value of warrant liability — — 3,473 March 31, 2023 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 33,911 $ — $ — Restricted cash 2,287 — — Liabilities: Fair value of warrant liability — — 3,827 A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the Year-ended December 31, 2022 and the three months ended March 31, 2023 is as follows (in thousands): December 31, 2022 Warrants liability as of January 1, 2022 $ — Change in fair value of warrants 3,473 Warrants liability as of December 31, 2022 $ 3,473 March 31, 2023 Warrants liability as of January 1, 2023 $ 3,473 Change in fair value of warrants 354 Warrants liability as of March 31, 2023 $ 3,827 Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Topic 814): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 eliminates the number of accounting models used to account for convertible debt instruments and convertible preferred stock. The update also amends the disclosure requirements for convertible instruments and EPS in an effort to increase financial reporting transparency. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The new guidance was early adopted on January 1, 2022 with no material impact on the Company’s Consolidated Financial Statements. In September 2022, the FASB issued ASU 2022-04, Disclosures for Supplier Finance Arrangements. This amendment in this Update enhances the transparency of supplier finance programs. This standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The new guidance was early adopted on January 1, 2022, with no impact on the Company’s Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses (Topic 326). This ASU requires the use of an expected loss model for certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables, loans and held-to-maturity debt securities, an estimate of lifetime expected credit losses is required. For available-for-sale debt securities, an allowance for credit losses will be required rather than a reduction to the carrying value of the asset. In July 2019, the FASB delayed the effective date for this ASU for private companies (including emerging growth companies) and will be effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard on January 1, 2023, but it does not have a material impact on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes. This ASU provides for certain updates to reduce complexity in accounting for income taxes, including the utilization of the incremental approach for intraperiod tax allocation, among others. This standard is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022, with early adoption permitted. The adoption of this standard does not have a material impact on the Consolidated Financial Statements. Recent Accounting Pronouncements The JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. INVENTORY Inventory consisted of the following as of December 31, 2022 and March 31, 2023 (in thousands): December 31, March 31, 2022 2023 Inventory on-hand $ 34,374 $ 34,538 Inventory in-transit 9,292 5,840 Inventory $ 43,666 $ 40,378 The Company’s inventory on-hand is held either with Amazon or the Company’s other third-party warehouses. The Company does not have any contractual right of returns with its contract manufacturers. The Company’s inventory on-hand held by Amazon was approximately $ 8.6 million and $ 7.1 million as of December 31, 2022 and March 31, 2023, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid and other current assets consisted of the following as of December 31, 2022 and March 31, 2023 (in thousands): December 31, March 31, Prepaid inventory $ 1,342 $ 1,641 Restricted cash 2,926 2,158 Prepaid insurance 1,991 969 Amazon global logistics 576 488 Other 1,426 1,614 8,261 6,870 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued and Other Current Liabilities | 5. ACCRUED AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and March 31, 2023 (in thousands): December 31, 2022 March 31, 2023 Accrued compensation costs $ 53 $ 39 Accrued professional fees and consultants 461 88 Accrued logistics costs 609 551 Product related accruals 1,248 1,218 Sales tax payable 711 775 Sales return reserve 646 424 Accrued fulfillment expense 755 541 Accrued insurance 356 6 Federal payroll taxes payable 1,467 1,319 Accrued interest payable 190 177 Warrant liability 3,473 3,827 All other accruals 4,285 4,080 Accrued and current liabilities $ 14,254 $ 13,045 The Company sponsors, through its professional employer organization provider, a 401(k) defined contribution plan covering all eligible US employees. Contributions to the 401(k) plan are discretionary. Currently, the Company does not match or make any contributions to the 401(k) plan. |
Credit Facility, Term Loans and
Credit Facility, Term Loans and Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Credit Facility, Term Loans and Warrants | 6. CREDIT FACILITY, TERM LOANS AND WARRANTS MidCap Credit Facility On December 22, 2021, the Company entered into a Credit and Security Agreement (the “Credit Agreement”) together with certain of its subsidiaries party thereto as borrowers, the entities party thereto as lenders, and Midcap Funding IV Trust, as administrative agent, pursuant to which, among other things, (i) the Lenders agreed to provide a three year revolving credit facility in a principal amount of up to $ 40.0 million subject to a borrowing base consisting of, among other things, inventory and sales receivables (subject to certain reserves), and (ii) the Company agreed to issue to MidCap Funding XXVII Trust a warrant (the “Midcap Warrant”) to purchase up to an aggregate of 200,000 shares of common stock of the Company, par value $ 0.0001 per share, in exchange for the Lenders extending loans and other extensions of credit to the Company under the Credit Agreement. On December 22, 2021, the Company used $ 27.6 million of the net proceeds from the initial loan under the Credit Agreement to repay all remaining amounts owed under those certain senior secured promissory notes issued by the Company to High Trail Investments SA LLC and High Trail Investments ON LLC in an initial principal amount of $ 110.0 million, as amended (the “Terminated Notes”). The obligations under the Credit Agreement are a senior secured obligation of the Company and rank senior to all indebtedness of the Company. Borrowings under the Credit Agreement bear interest at a rate of Term Secured Overnight Financing Rate ("Term SOFR"), which is defined as SOFR plus 0.10 %, plus 5.50 %. The Company will also be required to pay a commitment fee of 0.50 % in respect of the undrawn portion of the commitments, which is generally based on average daily usage of the facility during the immediately preceding fiscal quarter. The Credit Agreement does not require any amortization payments. The Credit Agreement imposes certain customary affirmative and negative covenants upon the Company including restrictions related to dividends and other foreign subsidiaries limitations. The Credit Agreement minimum liquidity covenant requires that Midcap shall not permit the credit party liquidity at any time to be less than (a) during the period commencing on February 1 st through and including May 31 st of each calendar year, $ 12.5 million and (b) at all other times, $ 15.0 million. The Credit Agreement includes events of default that are customary for these types of credit facilities, including the occurrence of a change of control. The Company was in compliance with the financial covenants contained within the Credit Agreement as of December 31, 2021. The Midcap Warrant has an exercise price of $ 4.70 per share, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions, is immediately exercisable, has a term of ten years from the date of issuance and is exercisable on a cash or cashless basis. The Company’s credit facility consisted of the following as of December 31, 2022 and March 31, 2023 (in thousands): December 31, March 31, MidCap Credit Facility $ 21,899 $ 19,843 Less: deferred debt issuance costs ( 459 ) ( 402 ) Less: discount associated with issuance of warrants ( 387 ) ( 338 ) Total MidCap Credit Facility $ 21,053 $ 19,103 Interest Expense, Net Interest expense, net consisted of the following for the three months ended March 31, 2022 and 2023 (in thousands): Three Months Ended March 31, 2022 2023 Interest expense $ 802 $ 596 Interest income — ( 225 ) Total interest expense, net $ 802 $ 371 Securities Purchase Agreement and Warrants On March 1, 2022, the Company entered into Securities Purchase Agreements (the “Purchase Agreements”) with certain accredited investors identified on the signature pages to the Purchase Agreements (collectively, the “Purchasers”) pursuant to which, among other things, the Company issued and sold to the Purchasers, in a private placement transaction (the “2022 Private Placement”), (i) 6,436,322 shares of the Company’s common stock (the “Shares”), and accompanying warrants to purchase an aggregate of 4,827,242 shares of common stock, and (ii) prefunded warrants to purchase up to an aggregate of 3,013,850 shares of common stock (the “Prefunded Warrants”) and accompanying warrants to purchase an aggregate of 2,260,388 shares of common stock. The accompanying warrants to purchase common stock are referred to herein collectively as the “Common Stock Warrants”, and the Common Stock Warrants and the Prefunded Warrants are referred to herein collectively as the “Warrants”. Under the Purchase Agreements, each Share and accompanying Common Stock Warrant were sold together at a combined price of $ 2.91 , and each Prefunded Warrant and accompanying Common Stock Warrant were sold together at a combined price of $ 2.9099 , for gross proceeds of approximately $ 27.5 million. In connection with the 2022 Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company agreed to register for resale the Shares, as well as the shares of common stock issuable upon exercise of the Warrants (the “Warrant Shares”). Under the Registration Rights Agreement, the Company agreed to file a registration statement covering the resale by the Purchasers of the Shares and Warrant Shares within 30 days following the agreement date. The Company filed such resale registration statement on March 28, 2022, and it was declared effective by the SEC on April 8, 2022. Upon the issuance of the Prefunded Warrants and stock purchase warrants, the Company evaluated the terms of each Warrant to determine the appropriate accounting and classification pursuant to ASC 480 and ASC 815. Based on the Company’s evaluation and due to certain terms in the warrant agreements, it concluded the Prefunded Warrant and the stock purchase warrants should be classified as liabilities with subsequent remeasurement at each quarter so long as such warrants remain to be classified as liabilities. The Company recorded an initial liability on issuance of $ 19.0 million from this conclusion. As of March 31, 2023, the Company has $ 3.8 million as the liability related to the Warrants. On September 29, 2022, the Company entered into securities purchase agreements (the “September Purchase Agreements”) with certain accredited investors, pursuant to which, among other things, the Company agreed to sell and issue, in a registered direct offering (the “Registered Direct Offering”), an aggregate of 10,643,034 shares of its common stock and accompanying warrants to purchase an aggregate of 10,643,034 shares of its common stock. 10,526,368 of the shares and the accompanying warrants to purchase 10,526,368 shares of common stock were sold to certain accredited Purchasers that are not affiliated with the Company at a combined offering price of $ 1.90 per share and accompanying warrant to purchase one share of common stock. The remaining 116,666 of the shares and the accompanying warrants to purchase 116,666 shares of common stock were sold to certain insiders of the Company, comprised of the Company’s President and Chief Executive Officer, Chief Financial Officer, Chief Legal Officer and Global Head of M&A and Chief Technology Officer, at a combined offering price of $ 2.10 per share and accompanying warrant to purchase one share of common stock. The Registered Direct Offering closed on October 4, 2022 and the Company issued and sold an aggregate of 10,643,034 shares of common stock to the Purchasers. The gross proceeds to the Company from the Registered Direct Offering were approximately $ 20.2 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The Company currently intends to use the net proceeds from the Registered Direct Offering for working capital purposes, the conduct of its business and other general corporate purposes, which may include acquisitions, investments in or licenses of complementary products, technologies or businesses. Pursuant to the ASC 815-40, the September Purchase Agreements represent legally binding contracts that meets the definition of a firm commitment and as such the Company recorded a derivative related to the offering of common stock (“forward contract”) and associated warrants for the three months ended September 30, 2022. The Company also concluded both the forward contract and the warrants should be classified within stockholders’ equity within the Condensed Consolidated Balance Sheet as of September 30, 2022. Additionally, the Company recorded $ 12.8 million derivative expense derived from the excess of the fair-value of the issuances of equity of common shares and common stock warrants over the anticipated proceeds to be received by the Company. This expense was recorded in Loss on Initial Issuance of Equity on the Consolidated Statement of Operations for the year-ended December 31, 2022. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. STOCK-BASED COMPENSATION The Company has four equity plans: 2014 Amended and Restated Equity Incentive Plan The board of directors of Aterian Group, Inc., a subsidiary of the Company (“AGI”), adopted, and AGI’s stockholders approved, the Aterian Group, Inc. 2014 Equity Incentive Plan on June 11, 2014. On March 1, 2017, AGI’s board of directors adopted, and AGI’s stockholders approved, an amendment and restatement of the 2014 Equity Incentive Plan (as amended, the “Aterian 2014 Plan”). As of March 31, 2023, 85,065 shares were reserved for awards available for future issuance under the Aterian 2014 Plan. 2018 Equity Incentive Plan The Company’s board of directors (the “Board”) adopted the Aterian, Inc. 2018 Equity Incentive Plan (the “2018 Plan”) on October 11, 2018. The 2018 Plan was approved by its stockholders on May 24, 2019. As of March 31, 2023, 10,201,177 shares were reserved for awards available for future issuance under the 2018 Plan. Options granted to date under the Aterian 2014 Plan and the 2018 Plan generally vest either: (i) over a four-year period with 25 % of the shares underlying the options vesting on the first anniversary of the vesting commencement date with the remaining 75 % of the shares vesting on a pro-rata basis over the succeeding thirty-six months , subject to continued service with the Company through each vesting date, or (ii) over a three-year period with 33 1/3 % of the shares underlying the options vesting on the first anniversary of the vesting commencement date with the remaining 66 2/3 % of the shares vesting on a pro-rata basis over the succeeding twenty-four months , subject to continued service with the Company through each vesting date. Options granted are generally exercisable for up to 10 years subject to continued service with the Company. 2019 Equity Plan The Board adopted the Aterian, Inc. 2019 Equity Plan (the “2019 Equity Plan”) on March 20, 2019. The 2019 Equity Plan was approved by its stockholders on May 24, 2019. As of March 31, 2023, there were no shares were reserved for future issuance and there were no longer any awards outstanding under the 2019 Equity Plan. Shares of restricted common stock granted under the 2019 Equity Plan initially vested in substantially equal installments on the 6th, 12th, 18th and 24th monthly anniversary of the closing of the Company’s initial public offering (“IPO”). The Company and the 2019 Equity Plan participants subsequently agreed to extend the vesting date of the shares granted under the 2019 Equity Plan a number of times and the last remaining shares granted under the 2019 Equity Plan vested on March 14, 2022 . Awards granted under the 2019 Equity Plan and not previously forfeited upon termination of service carried dividend and voting rights applicable to the Company’s common stock, irrespective of any vesting requirement. Under ASC Topic 718, the Company treats each award in substance as multiple awards as a result of the graded vesting and the fact that there is more than one requisite service period. Upon the prerequisite service period becoming probable, the day of the IPO, the Company recorded a cumulative catch-up expense and the remaining expense was recorded under graded vesting. In the event the service of a participant in the 2019 Equity Plan (each, a “Participant”) was terminated due to an “involuntary termination”, then all of such Participant’s unvested shares of restricted common stock were to vest on the date of such involuntary termination unless, within three business days of such termination (1) the Company’s board of directors unanimously determines that such vesting should not occur and (2) the remaining Participants holding restricted share awards covering at least 70 % of the shares of restricted common stock issued and outstanding under the 2019 Equity Plan determine that such vesting should not occur. In the event of a forfeiture, voluntary or involuntary, of shares of restricted common stock granted under the 2019 Equity Plan, such shares were automatically reallocated to the remaining Participants in proportion to the number of shares of restricted common stock covered by outstanding awards that each such Participant holds. Inducement Equity Incentive Plan On May 27, 2022, the Compensation Committee of the Board (the “Compensation Committee”) adopted the Aterian, Inc. 2022 Inducement Equity Incentive Plan (the “Inducement Plan”). The Inducement Plan will serve to advance the interests of the Company by providing a material inducement for the best available individuals to join the Company as employees by affording such individuals an opportunity to acquire a proprietary interest in the Company. The Inducement Plan provides for the grant of equity-based awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance units and performance shares solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. Awards under the Inducement Plan may only be granted to an individual, as a material inducement to such individual to enter into employment with the Company or an affiliate of the Company, who (i) has not previously been an employee or director of the Company or (ii) is rehired following a bona fide period of non-employment with the Company. The maximum number of shares available for grant under the Inducement Plan is 2,700,000 shares of the Company’s common stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions). The Inducement Plan is administered by the Compensation Committee and expires ten years from the date of effectiveness. As of March 31, 2023, 2,180,000 shares were reserved for future issuance under the Inducement Plan. The Inducement Plan has not been and will not be approved by the Company’s stockholders. Awards under the Inducement Plan will be made pursuant to the exemption from Nasdaq stockholder approval requirements for equity compensation provided by Nasdaq Listing Rule 5635(c)(4), which permits Nasdaq listed companies to make inducement equity awards to new employees without first obtaining stockholder approval of the award. The following is a summary of stock option activity during the three months ended March 31, 2023: Options Outstanding Number of Weighted- Weighted- Aggregate Balance—January 1, 2023 368,596 $ 9.26 5.89 $ — Options granted — $ — — $ — Options exercised — $ — — $ — Options canceled ( 6,263 ) $ 7.66 — $ — Balance—March 31, 2023 362,333 $ 9.29 5.75 $ — Exercisable as of March 31, 2023 362,333 $ 9.29 5.75 $ — Vested and expected to vest as of March 31, 2023 362,333 $ 9.29 5.75 $ — As of March 31, 2023, all options have been fully expensed. A summary of restricted stock award activity within the Company’s equity plans and changes for the three months ended March 31, 2023 is as follows: Restricted Stock Awards Shares Weighted Nonvested at January 1, 2023 4,223,023 $ 4.85 Granted 668,104 $ 0.93 Vested ( 277,479 ) $ 7.38 Forfeited ( 586,233 ) $ 3.46 Nonvested at March 31, 2023 4,027,415 $ 4.21 As of March 31, 2023, the total unrecognized compensation expense related to unvested shares of restricted common stock was $ 14.2 million, which the Company expects to recognize over an estimated weighted-average period of 1.7 years. Stock-based compensation expense is allocated based on the cost center to which the award holder belongs. The following table summarizes the total stock-based compensation expense by function, including expense related to consultants, for the three months ended March 31, 2022 and 2023 (in thousands): Three Months Ended March 31, 2022 2023 (in thousands) Sales and distribution expenses $ 347 $ 671 Research and development expenses 274 434 General and administrative expenses 2,244 1,212 Total stock-based compensation expense $ 2,865 $ 2,317 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8. NET LOSS PER SHARE Basic net loss per share is determined by dividing net loss by the weighted-average shares of common stock outstanding during the period. Diluted net loss per share is determined by dividing net loss by diluted weighted-average shares outstanding. Diluted weighted-average shares reflect the dilutive effect, if any, of potentially dilutive shares of common stock, such as options to purchase common stock calculated using the treasury stock method and convertible notes using the “if-converted” method. In periods with reported net operating losses, all options to purchase common stock are deemed anti-dilutive such that basic net loss per share and diluted net loss per share are equal. The Company’s shares of restricted common stock are entitled to receive dividends and hold voting rights applicable to the Company’s common stock, irrespective of any vesting requirement. Accordingly, although the vesting commences upon the elimination of the contingency, the shares of restricted common stock are considered a participating security and the Company is required to apply the two-class method to consider the impact of the shares of restricted common stock on the calculation of basic and diluted earnings per share. The Company is currently in a net loss position and is therefore not required to present the two-class method; however, in the event the Company is in a net income position, the two-class method must be applied by allocating all earnings during the period to shares of common stock and shares of restricted common stock. The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2022 2023 Net loss $ ( 42,776 ) $ ( 25,800 ) Weighted-average number of shares used in computing net 55,141,448 76,732,539 Net loss per share, basic and diluted $ ( 0.78 ) $ ( 0.34 ) Anti-dilutive shares excluded from computation of net loss per share (in shares) 6,009,126 23,755,130 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9. COMMITMENTS AND CONTINGENCIES Sales or Other Similar Taxes —Based on the location of the Company’s current operations, the majority of sales tax is collected and remitted either by the Company or on its behalf by e-commerce marketplaces in most states within the U.S. To date, the Company has had no actual or threatened sales and use tax claims from any state where it does not already claim nexus or any state where it sold products prior to claiming nexus. However, the Company believes that the likelihood of incurring a liability as a result of sales tax nexus being asserted by certain states where it sold products prior to claiming nexus is probable. As of each of December 31, 2022 and March 31, 2023, the Company estimates that the potential liability, including current sales tax payable is approximately $ 0.7 million and $ 0.8 million, respectively, which has been recorded as an accrued liability. The Company believes this is the best estimate of an amount due to taxing agencies, given that such a potential loss is an unasserted liability that would be contested and subject to negotiation between the Company and the state, or decided by a court. Settlement Agreement — On May 2, 2021 , the Company entered into a settlement agreement with one of the Company’s suppliers who agreed to pay the amount of $ 3.0 million to the Company in three installments of $ 1.0 million each, with the first payment to be paid on or before May 31, 2021, the second payment to be paid on or before September 30, 2021, and the third payment to be paid on or before November 30, 2021. Further, the supplier agreed to deliver certain goods as part of this settlement by September 30, 2021. Through the date of the accompanying Condensed Consolidated Financial Statements, the supplier has not paid in full its required first payment of $ 1.0 million nor has it delivered the required quantity of goods. The Company fully reserved $ 4.1 million within Prepaid and Other Current Assets on its Consolidated Financial Statements during the year-ended December 31, 2022. The Company has commenced legal action against the supplier and certain other parties to the matter. One of the parties to the matter has filed for bankruptcy and such legal action is being stayed until the resolution of such bankruptcy. The Company continues to reserve its legal options and rights on this matter as of March 31, 2023. Legal Proceedings — The Company is party to various actions and claims arising in the normal course of business. The Company does not believe that the final outcome of these matters will have a material adverse effect on the Company’s financial position or results of operations. In addition, the Company maintains what it believes is adequate insurance coverage to further mitigate risk. However, no assurance can be given that the final outcome of such proceedings will not materially impact the Company’s financial condition or results of operations. Further, no assurance can be given that the amount or scope of existing insurance coverage will be sufficient to cover losses arising from such matters. Shareholder Derivative Actions Related to the Securities Class Action —On October 21, October 25 and November 10, 2021, three shareholder derivative actions were filed on behalf of the Company by Shaoxuan Zhang, Michael Sheller and Tyler Magnus in the U.S. District Court for the Southern District of New York. These actions, collectively, name Yaniv Sarig, Fabrice Hamaide, Arturo Rodriguez, Greg B. Petersen, Bari A. Harlam, Amy von Walter, William Kurtz, Roi Zion Zahut, Joseph A. Risico, Tomer Pascal and Mihal Chaouat-Fix as individual defendants, and the Company as a nominal defendant. These actions are predicated on substantively the same factual allegations contained in the above-described securities class action which was resolved via settlement in September 2022. The Company believes the allegations are without merit and continues to deny each of the claims and allegations of wrongdoing. On December 12, 2022, the parties reached an agreement and entered into a Stipulation and Agreement of Settlement (the “Stipulation”) to resolve this derivative action. Under the Stipulation, the Company agreed to adopt certain corporate governance reforms, the terms of which are outlined in Exhibit A to the Stipulation, and a payment of the Plaintiffs’ attorneys’ fees and expenses of $ 0.3 million The proposed settlement was preliminarily approved by the Court on December 29, 2022, the Company made the agreed $ 0.3 million payment during the three months ended March 31, 2023. The final settlement was approved by the Court on March 17, 2023. Mueller Action — In October 2021, the Company received a class action notification and pre-lawsuit demand letter demanding corrective action with respect to the marketing, advertising and labeling of certain products under the Mueller brand (the “Mueller Action”). In April 2022, the parties reached an agreement in principle to resolve this potential action for $ 0.5 million in cash and $ 0.3 million worth of coupons, which the Company accrued $ 0.8 million in the three months ended March 31, 2022, subject to negotiation and the execution of final settlement documents and court approval. If that process does not succeed, the Company is prepared to continue the full defense of this action. Earn-out Payment Dispute — On February 24, 2022, the Company received a notice disputing the Company’s calculation of the earn-out payment to be paid to Josef Eitan and Ran Nir pursuant to the Stock Purchase Agreement (the “PPD Stock Purchase Agreement”), dated as of May 5, 2021, by and among the Company, Truweo, LLC, Photo Paper Direct Ltd, Josef Eitan and Ran Nir. The Company is in discussions with representatives of Mr. Eitan and Mr. Nir, who believe they are entitled to the full earn-out under the terms of the PPD Stock Purchase Agreement, whereas the Company believes they are not. Mr. Eitan and Mr. Nir filed a motion to compel arbitration in the Southern District of New York on September 14, 2022. The Company filed its motion to oppose such motion on October 28, 2022, believes its calculations are accurate and intends to vigorously defend itself. Leases — The Company’s minimum lease liabilities have not changed significantly during the three months ended March 31, 2023. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Contingent Earn-Out Liabilities | 10. CONTINGENT EARN-OUT LIABILITIES The Company reviews and reassesses the estimated fair value of contingent consideration on a quarterly basis, and the updated fair value could differ materially from the initial estimates. Adjustments to the estimated fair value related to changes in all other unobservable inputs are reported in operating income (loss). On December 1, 2020, the Company acquired the assets of leading e-commerce business brands Mueller, Pursteam, Pohl and Schmitt, and Spiralizer (the “Smash Assets”) for total consideration of (i) $ 25.0 million, (ii) 4,220,000 shares of common stock, the cost basis of which was $ 6.89 (closing stock price at closing of the transaction), of which 164,000 of such shares were issued to the sellers brokers and (iii) a seller note in the amount of $ 15.6 million, representing the value of certain inventory that the sellers had paid for but not yet sold as of the closing date. As part of the acquisition of the Smash Assets, the sellers of the Smash Assets are entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. As of December 31, 2022 and March 31, 2023, there was no remaining earn-out liability related to Smash Assets. As part of the acquisition of the Squatty Potty Assets, Squatty Potty is entitled to earn-out payments based on the achievement of certain contribution margin thresholds on certain products of the acquired business. If the earn-out consideration event occurs in the 12 months ended December 31, 2021, the maximum payment amount is $ 3.9 million and if the termination of the transition service agreement is prior to the date that is nine months following the Closing Date, an additional $ 3.9 million. As of May 5, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Squatty Potty Assets was appropriately $ 3.5 million. As of December 31, 2022 and March 31, 2023, there was no remaining earn-out liability related to Squatty Potty. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities as of December 31, 2022 (in thousands): December 31, 2022 Smash Squatty Total Balance January 1, 2022 $ 5,240 $ 3,983 $ 9,223 Change in fair value of contingent earn-out liabilities ( 5,240 ) — ( 5,240 ) Payment of contingent earn-out liability — ( 3,983 ) ( 3,983 ) Balance December 31, 2022 $ — $ — $ — There was no activity for contingent earn-out liabilities for the three months ending March 31, 2023. |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 11. GOODWILL AND INTANGIBLES The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 (in thousands): January 1, 2022 Year-Ended December 31, 2022 December 31, 2022 Gross Carrying Amount Additions Impairments (1) Net Book Value Goodwill $ 119,941 $ 468 $ ( 120,409 ) $ — (1) The Company evaluated current economic conditions during 2022, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. The Company believed that these conditions were factors in our market capitalization falling below the book value of net assets during the fiscal quarters ending March 31, 2022 and September 30, 2022. Accordingly, the Company concluded a triggering event had occurred in each of these periods and performed interim goodwill impairment analyses. As a result, the Company recorded a goodwill impairment charge of approximately $ 29.0 million and $ 90.9 during the three months ended March 31, 2022 and September 30, 2022, respectively. On October 4, 2022, the Company acquired Step and Go, a brand in the health and Wellness category, for $ 0.7 million. As part of the purchase price allocation of the acquisition, $ 0.5 million was attributed to goodwill. As our market capitalization was further reduced below net assets as of December 31, 2022, we concluded a triggering event has occurred to test goodwill, an impairment loss on goodwill of $ 0.5 million was recorded for the three months ended December 31, 2022 , which is included in impairment loss on goodwill in the Consolidated Statement of Operations for the year-ended December 31, 2022. For the year-ended December 31, 2022, total goodwill impairment was approximately $ 120.4 million. There is no goodwill balance as of December 31, 2023 and March 31, 2023. The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 and March 31, 2023 (in thousands): January 1, 2022 Year-Ended December 31, 2022 December 31, 2022 December 31, 2022 Gross Carrying Amount Additions Impairments (1) Accumulated Amortization Net Book Value Trademarks $ 65,910 192 $ ( 3,087 ) $ ( 13,008 ) $ 50,007 Non-competition agreement 111 — ( 31 ) ( 80 ) — Transition services agreement 23 — — ( 23 ) — Customer relationships 5,700 — — ( 950 ) 4,750 Other 700 — — ( 700 ) — Total intangibles $ 72,444 $ 192 $ ( 3,118 ) $ ( 14,761 ) $ 54,757 January 1, 2023 Three Months Ended March 31, 2023 March 31, 2023 March 31, 2023 Gross Carrying Amount Additions Impairments (2) Accumulated Amortization Net Book Value Trademarks $ 62,202 — $ ( 16,660 ) $ ( 13,758 ) $ 31,784 Non-competition agreement 11 — — ( 11 ) — Transition services agreement 12 — — ( 12 ) — Customer relationships 5,700 — — ( 1,092 ) 4,608 Other 700 — — ( 700 ) — Total intangibles $ 68,625 $ — $ ( 16,660 ) $ ( 15,573 ) $ 36,392 (1) Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $ 3.1 million for the year-ended December 31, 2022. (2) On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $ 16.7 million in the three month ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. The following table sets forth the estimated aggregate amortization of the Company’s intangible assets for the next five years and thereafter (amounts in thousands): Remainder of 2023 $ 3,519 2024 4,672 2025 4,631 2026 4,631 2027 4,631 2028 4,631 Thereafter 9,677 Total $ 36,392 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. SUBSEQUENT EVENTS As of the date of this Quarterly Report, our stock has a minimum closing bid price below $ 1.00 per share. On April 24, 2023, we received a letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon the closing bid price of our common stock for the last 30 consecutive business days, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $ 1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Notice”). The Bid Price Notice has no immediate effect on the continued listing status of our common stock on The Nasdaq Capital Market, and, therefore, our listing remains fully effective. The Company is provided a compliance period of 180 calendar days from the date of the Bid Price Notice, or until October 23, 2023, to regain compliance with the minimum closing bid requirement, pursuant to Nasdaq Listing Rule 5810(c)(3)(A). If at any time before October 23, 2023, the closing bid price of our common stock closes at or above $ 1.00 per share for a minimum of 10 consecutive business days, subject to Nasdaq’s discretion to extend this period pursuant to Nasdaq Listing Rule 5810(c)(3)(H) to 20 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance during the compliance period ending October 23, 2023, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement, and notifies Nasdaq of its intent to cure the deficiency during the second compliance period. The Company will continue to monitor the closing bid price of its Common Stock and seek to regain compliance with all applicable Nasdaq requirements within the allotted compliance periods. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Common Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance with the minimum bid price requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance or maintain compliance with the other Nasdaq listing requirements. On May 9, 2023, the Company announced a plan to reduce expenses by implementing a reduction in its current workforce impacting approximately 70 employees and 30 contractors, primarily in the Philippines The Company expects to recognize restructuring charges in connection with the workforce reduction plan, primarily from severance in the range between $ 1.0 million to $ 1.3 million. The Company expects the charges will be recognized primarily in the second quarter of 2023, with the majority of such charges anticipated to be paid by the end of the third quarter of 2023. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The Condensed Consolidated Financial Statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). |
Unaudited Interim Financial Information | Unaudited Interim Financial Information —The accompanying interim Condensed Consolidated Financial Statements are unaudited and have been prepared on the same basis as the audited financial statements and, in the opinion of management, reflect all adjustments necessary for the fair presentation of the Company's financial position as of March 31, 2023 and the results of its operations and its cash flows for the periods ended March 31, 2023 and 2022. The financial data and other information disclosed in these notes related to the three-month periods ended March 31, 2023 and 2022 are also unaudited. The results for the three-month periods ended March 31, 2023 are not necessarily indicative of results to be expected for the year ending December 31, 2023, any other interim periods or any future year or period. |
Use of Estimates | Use of Estimates —Preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period covered by the financial statements and accompanying notes. Management evaluates its estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic environment, and makes adjustments when facts and circumstances dictate. As future events and their effects cannot be determined with precision, actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation —The Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. |
Restricted Cash | Restricted Cash —As of December 31, 2022, the Company has classified the following as restricted cash: $ 0.1 million related to its Chinese subsidiary within “Other Non-current Assets” on the Consolidated Balance Sheets, $ 2.0 million related to a letter of credit and $ 0.9 million for cash sweeps account related to the Midcap Credit Facility within "Prepaid and Other Current Assets" on the Consolidated Balance Sheets. As of March 31, 2023, the Company has classified the following as restricted cash: $ 0.1 million related to its Chinese subsidiary within “Other Non-current Assets” on the Condensed Consolidated Balance Sheets, $ 2.0 million related to a letter of credit and $ 0.2 million for cash sweeps account related to the Midcap Credit Facility within "Prepaid and Other Current Assets" on the Condensed Consolidated Balance Sheets. |
Inventory and Cost of Goods Sold | Inventory and Cost of Goods Sold —The Company’s inventory consists almost entirely of finished goods. The Company currently records inventory on its balance sheet on a first-in first-out basis, or net realizable value, if it is below the Company’s recorded cost. The Company’s costs include the amounts it pays manufacturers for product, tariffs and duties associated with transporting product across national borders, and freight costs associated with transporting the product from its manufacturers to its warehouses, as applicable. The valuation of our inventory requires us to make judgments, based on available information such as historical data, about the likely method of disposition, such as through sales to individual customers or liquidations, and expected recoverable values of each disposition category. These assumptions about future disposition of inventory are inherently uncertain and changes in our estimates and assumptions may cause us to realize material write-downs in the future. The “Cost of goods sold” line item in the Condensed Consolidated Statements of Operations consists of the book value of inventory sold to customers during the reporting period. When circumstances dictate that the Company use net realizable value as the basis for recording inventory, it bases its estimates on expected future selling prices less expected disposal costs. |
Accounts Receivable | Accounts Receivable —Accounts receivable are stated at historical cost less allowance for doubtful accounts. On a periodic basis, management evaluates its accounts receivable and determines whether to provide an allowance or if any accounts should be written off based on a past history of write-offs, collections and current credit conditions. A receivable is considered past due if the Company has not received payments based on agreed-upon terms. The Company generally does not require any security or collateral to support its receivables. The Company performs ongoing evaluations of its customers and maintains an allowance for bad and doubtful receivables. As of December 31, 2022 and March 31, 2023, the Company had an allowance for doubtful accounts of $ 0.4 million. |
Revenue Recognition | Revenue Recognition —The Company accounts for revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC Topic 606”). The Company derives its revenue from the sale of consumer products. The Company sells its products directly to consumers through online retail channels and through wholesale channels. For direct-to-consumer sales, the Company considers customer order confirmations to be a contract with the customer. Customer confirmations are executed at the time an order is placed through third-party online channels. For wholesale sales, the Company considers the customer purchase order to be the contract. For all of the Company’s sales and distribution channels, revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied), which typically occurs at shipment date. As a result, the Company has a present and unconditional right to payment and record the amount due from the customer in accounts receivable. Revenue from consumer product sales is recorded at the net sales price (transaction price), which includes an estimate of future returns based on historical return rates. There is judgment in utilizing historical trends for estimating future returns. The Company’s refund liability for sales returns was $ 0.6 million at December 31, 2022 and $ 0.4 million at March 31, 2023, which is included in accrued liabilities and represents the expected value of the refund that will be due to its customers. The Company evaluated principal versus agent considerations to determine whether it is appropriate to record platform fees paid to Amazon as an expense or as a reduction of revenue. Platform fees are recorded as sales and distribution expenses and are not recorded as a reduction of revenue because it owns and controls all the goods before they are transferred to the customer. The Company can, at any time, direct Amazon, similarly, other third-party logistics providers (“Logistics Providers”), to return the Company’s inventory to any location specified by the Company. It is the Company’s responsibility to make customers whole following any returns made by customers directly to Logistic Providers and the Company retains the back-end inventory risk. Further, the Company is subject to credit risk (i.e., credit card charge backs), establishes prices of its products, can determine who fulfills the goods to the customer (Amazon or the Company) and can limit quantities or stop selling the goods at any time. Based on these considerations, the Company is the principal in this arrangement. Net Revenue by Category . The following table sets forth the Company’s net revenue disaggregated by sales channel and geographic region based on the billing addresses of its customers: Three Months Ended March 31, 2022 (in thousands) Direct Wholesale/Other Total North America $ 38,633 $ 1,629 $ 40,262 Other 1,411 — 1,411 Total net revenue $ 40,044 $ 1,629 $ 41,673 Three Months Ended March 31, 2023 (in thousands) Direct Wholesale/Other Total North America $ 31,962 $ 1,516 $ 33,478 Other 1,401 — 1,401 Total net revenue $ 33,363 $ 1,516 $ 34,879 Net Revenue by Product Categories . The following table sets forth the Company’s net revenue disaggregated by product categories: Three Months Ended March 31, 2022 2023 (in thousands) Heating, cooling and air quality $ 5,926 $ 5,349 Kitchen appliances 8,450 6,371 Health and beauty 4,890 4,857 Personal protective equipment 1,040 509 Cookware, kitchen tools and gadgets 4,856 3,620 Home office 3,708 2,667 Housewares 6,547 6,209 Essential oils and related accessories 5,082 4,588 Other 1,174 709 Total net revenue $ 41,673 $ 34,879 |
Intangibles | Intangibles —We review long-lived assets for impairment when performance expectations, events, or changes in circumstances indicate that the asset's carrying value may not be recoverable. The evaluation is performed at the lowest level of identifiable cash flows by comparing the carrying value of the asset group to the undiscounted cash flows. If the evaluation indicates that the carrying amount of the assets may not be recoverable, any potential impairment is measured based upon the fair value of the related asset or asset group as determined by an appropriate market appraisal or other valuation technique. On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $ 16.7 million in the three month ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments —The Company’s financial instruments, including net accounts receivable, accounts payable, and accrued and other current liabilities are carried at historical cost. At March 31, 2023, the carrying amounts of these instruments approximated their fair values because of their short-term nature. The Company’s credit facility is carried at amortized cost at December 31, 2022 and March 31, 2023 and the carrying amount approximates fair value as the stated interest rate approximates market rates currently available to the Company. The Company considers the inputs utilized to determine the fair value of the borrowings to be Level 2 inputs. The fair value of the P refunded Warrants and stock purchase warrants issued in connection with the Company’s common stock offering on March 1, 2022 were measured using the Black-Scholes model. Due to the complexity of the warrants issued, the Company uses an outside expert to assist in providing the mark-to-market fair valuation of the liabilities over the reporting periods in which the original agreement was in effect. Inputs used to determine the estimated fair value of the warrant liabilities include the fair value of the underlying stock at the valuation date, the term of the warrants, and the expected volatility of the underlying stock. The significant unobservable input used in the fair value measurement of the warrant liabilities is the estimated term of the warrants. Upon the issuance of the prefunded warrants and stock purchase warrants, the Company evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to FASB ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) , and FASB Accounting Standards Codification Topic 815, Derivatives and Hedging (“ASC 815”) . Based on the Company’s evaluation and due to certain terms in the warrant agreements, it concluded the prefunded warrants, and the stock purchase warrants should be classified as liability with subsequent remeasurement as long as such warrants continue to be classified as liabilities. The fair value of the contingent consideration related to business combinations is estimated using a probability-adjusted discounted cash flow model. These fair value measurements are based on significant inputs not observable in the market. The key internally developed assumptions used in these models are discount rates and the probabilities assigned to the milestones to be achieved. The company remeasures the fair value of the contingent consideration at each reporting period, and any changes in fair value resulting from either the passage of time or events occurring after the acquisition date, such as changes in discount rates, or in the expectations of achieving the performance targets, are recorded within “change in fair value of contingent earn-out liabilities” on the statement of operations. Assets and liabilities recorded at fair value on a recurring basis in the Condensed Consolidated Balance Sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. Fair value is defined as the exchange price that would be received for an asset or an exit price that would be paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows: Level 1 —Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 —Inputs are observable, unadjusted quoted prices in active markets for similar assets or liabilities, unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market data for the related assets or liabilities. The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2022 and March 31, 2023 (in thousands): December 31, 2022 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 43,574 $ — $ — Restricted Cash 3,055 — — Liabilities: Fair value of warrant liability — — 3,473 March 31, 2023 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 33,911 $ — $ — Restricted cash 2,287 — — Liabilities: Fair value of warrant liability — — 3,827 A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the Year-ended December 31, 2022 and the three months ended March 31, 2023 is as follows (in thousands): December 31, 2022 Warrants liability as of January 1, 2022 $ — Change in fair value of warrants 3,473 Warrants liability as of December 31, 2022 $ 3,473 March 31, 2023 Warrants liability as of January 1, 2023 $ 3,473 Change in fair value of warrants 354 Warrants liability as of March 31, 2023 $ 3,827 |
Recent Accounting Pronouncements | Adopted Accounting Standards In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Topic 470) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Topic 814): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU 2020-06”). ASU 2020-06 eliminates the number of accounting models used to account for convertible debt instruments and convertible preferred stock. The update also amends the disclosure requirements for convertible instruments and EPS in an effort to increase financial reporting transparency. ASU 2020-06 will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted. The new guidance was early adopted on January 1, 2022 with no material impact on the Company’s Consolidated Financial Statements. In September 2022, the FASB issued ASU 2022-04, Disclosures for Supplier Finance Arrangements. This amendment in this Update enhances the transparency of supplier finance programs. This standard is effective for fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, except for amendment on rollforward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The new guidance was early adopted on January 1, 2022, with no impact on the Company’s Consolidated Financial Statements. In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses (Topic 326). This ASU requires the use of an expected loss model for certain types of financial instruments and requires consideration of a broader range of reasonable and supportable information to calculate credit loss estimates. For trade receivables, loans and held-to-maturity debt securities, an estimate of lifetime expected credit losses is required. For available-for-sale debt securities, an allowance for credit losses will be required rather than a reduction to the carrying value of the asset. In July 2019, the FASB delayed the effective date for this ASU for private companies (including emerging growth companies) and will be effective for annual reporting periods beginning after December 15, 2022, with early adoption permitted. The Company adopted this standard on January 1, 2023, but it does not have a material impact on the Consolidated Financial Statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes. This ASU provides for certain updates to reduce complexity in accounting for income taxes, including the utilization of the incremental approach for intraperiod tax allocation, among others. This standard is effective for fiscal years beginning after December 15, 2021, and for interim periods beginning after December 15, 2022, with early adoption permitted. The adoption of this standard does not have a material impact on the Consolidated Financial Statements. Recent Accounting Pronouncements The JOBS Act permits an emerging growth company to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We have elected to use this extended transition period until we are no longer an emerging growth company or until we affirmatively and irrevocably opt out of the extended transition period. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Net Revenue Disaggregated by Sales Channel and Geographic Region | Net Revenue by Category . The following table sets forth the Company’s net revenue disaggregated by sales channel and geographic region based on the billing addresses of its customers: Three Months Ended March 31, 2022 (in thousands) Direct Wholesale/Other Total North America $ 38,633 $ 1,629 $ 40,262 Other 1,411 — 1,411 Total net revenue $ 40,044 $ 1,629 $ 41,673 Three Months Ended March 31, 2023 (in thousands) Direct Wholesale/Other Total North America $ 31,962 $ 1,516 $ 33,478 Other 1,401 — 1,401 Total net revenue $ 33,363 $ 1,516 $ 34,879 |
Net Revenue Disaggregated by Product Categories | Net Revenue by Product Categories . The following table sets forth the Company’s net revenue disaggregated by product categories: Three Months Ended March 31, 2022 2023 (in thousands) Heating, cooling and air quality $ 5,926 $ 5,349 Kitchen appliances 8,450 6,371 Health and beauty 4,890 4,857 Personal protective equipment 1,040 509 Cookware, kitchen tools and gadgets 4,856 3,620 Home office 3,708 2,667 Housewares 6,547 6,209 Essential oils and related accessories 5,082 4,588 Other 1,174 709 Total net revenue $ 41,673 $ 34,879 |
Summary of Financial Assets Measured at Fair Value | The following table summarizes the fair value of the Company’s financial assets that are measured at fair value as of December 31, 2022 and March 31, 2023 (in thousands): December 31, 2022 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 43,574 $ — $ — Restricted Cash 3,055 — — Liabilities: Fair value of warrant liability — — 3,473 March 31, 2023 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 33,911 $ — $ — Restricted cash 2,287 — — Liabilities: Fair value of warrant liability — — 3,827 |
Summary of Activity of Level 3 Liabilities Carried at Fair Value on Recurring Basis | A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the Year-ended December 31, 2022 and the three months ended March 31, 2023 is as follows (in thousands): December 31, 2022 Warrants liability as of January 1, 2022 $ — Change in fair value of warrants 3,473 Warrants liability as of December 31, 2022 $ 3,473 March 31, 2023 Warrants liability as of January 1, 2023 $ 3,473 Change in fair value of warrants 354 Warrants liability as of March 31, 2023 $ 3,827 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31, 2022 and March 31, 2023 (in thousands): December 31, March 31, 2022 2023 Inventory on-hand $ 34,374 $ 34,538 Inventory in-transit 9,292 5,840 Inventory $ 43,666 $ 40,378 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid and Other Current Assets | Prepaid and other current assets consisted of the following as of December 31, 2022 and March 31, 2023 (in thousands): December 31, March 31, Prepaid inventory $ 1,342 $ 1,641 Restricted cash 2,926 2,158 Prepaid insurance 1,991 969 Amazon global logistics 576 488 Other 1,426 1,614 8,261 6,870 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Schedule of Components of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following as of December 31, 2022 and March 31, 2023 (in thousands): December 31, 2022 March 31, 2023 Accrued compensation costs $ 53 $ 39 Accrued professional fees and consultants 461 88 Accrued logistics costs 609 551 Product related accruals 1,248 1,218 Sales tax payable 711 775 Sales return reserve 646 424 Accrued fulfillment expense 755 541 Accrued insurance 356 6 Federal payroll taxes payable 1,467 1,319 Accrued interest payable 190 177 Warrant liability 3,473 3,827 All other accruals 4,285 4,080 Accrued and current liabilities $ 14,254 $ 13,045 |
Credit Facility, Term Loans a_2
Credit Facility, Term Loans and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facility | The Company’s credit facility consisted of the following as of December 31, 2022 and March 31, 2023 (in thousands): December 31, March 31, MidCap Credit Facility $ 21,899 $ 19,843 Less: deferred debt issuance costs ( 459 ) ( 402 ) Less: discount associated with issuance of warrants ( 387 ) ( 338 ) Total MidCap Credit Facility $ 21,053 $ 19,103 |
Schedule of Interest Expense, Net | Interest expense, net consisted of the following for the three months ended March 31, 2022 and 2023 (in thousands): Three Months Ended March 31, 2022 2023 Interest expense $ 802 $ 596 Interest income — ( 225 ) Total interest expense, net $ 802 $ 371 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Options Activity | The following is a summary of stock option activity during the three months ended March 31, 2023: Options Outstanding Number of Weighted- Weighted- Aggregate Balance—January 1, 2023 368,596 $ 9.26 5.89 $ — Options granted — $ — — $ — Options exercised — $ — — $ — Options canceled ( 6,263 ) $ 7.66 — $ — Balance—March 31, 2023 362,333 $ 9.29 5.75 $ — Exercisable as of March 31, 2023 362,333 $ 9.29 5.75 $ — Vested and expected to vest as of March 31, 2023 362,333 $ 9.29 5.75 $ — |
Summary of Restricted Stock Award Activity | A summary of restricted stock award activity within the Company’s equity plans and changes for the three months ended March 31, 2023 is as follows: Restricted Stock Awards Shares Weighted Nonvested at January 1, 2023 4,223,023 $ 4.85 Granted 668,104 $ 0.93 Vested ( 277,479 ) $ 7.38 Forfeited ( 586,233 ) $ 3.46 Nonvested at March 31, 2023 4,027,415 $ 4.21 |
Summary of Total Stock-based Compensation Expense by Function | The following table summarizes the total stock-based compensation expense by function, including expense related to consultants, for the three months ended March 31, 2022 and 2023 (in thousands): Three Months Ended March 31, 2022 2023 (in thousands) Sales and distribution expenses $ 347 $ 671 Research and development expenses 274 434 General and administrative expenses 2,244 1,212 Total stock-based compensation expense $ 2,865 $ 2,317 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net loss per share (in thousands, except share and per share data): Three Months Ended March 31, 2022 2023 Net loss $ ( 42,776 ) $ ( 25,800 ) Weighted-average number of shares used in computing net 55,141,448 76,732,539 Net loss per share, basic and diluted $ ( 0.78 ) $ ( 0.34 ) Anti-dilutive shares excluded from computation of net loss per share (in shares) 6,009,126 23,755,130 |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Acquisition [Line Items] | |
Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities | The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities as of December 31, 2022 (in thousands): December 31, 2022 Smash Squatty Total Balance January 1, 2022 $ 5,240 $ 3,983 $ 9,223 Change in fair value of contingent earn-out liabilities ( 5,240 ) — ( 5,240 ) Payment of contingent earn-out liability — ( 3,983 ) ( 3,983 ) Balance December 31, 2022 $ — $ — $ — There was no activity for contingent earn-out liabilities for the three months ending March 31, 2023. |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill and Intangible Assets | The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 (in thousands): January 1, 2022 Year-Ended December 31, 2022 December 31, 2022 Gross Carrying Amount Additions Impairments (1) Net Book Value Goodwill $ 119,941 $ 468 $ ( 120,409 ) $ — (1) The Company evaluated current economic conditions during 2022, including the impact of the Federal Reserve further increasing the risk-free interest rate, as well as the inflationary pressure on product and labor costs and operational impacts attributable to continued global supply chain disruptions. The Company believed that these conditions were factors in our market capitalization falling below the book value of net assets during the fiscal quarters ending March 31, 2022 and September 30, 2022. Accordingly, the Company concluded a triggering event had occurred in each of these periods and performed interim goodwill impairment analyses. As a result, the Company recorded a goodwill impairment charge of approximately $ 29.0 million and $ 90.9 during the three months ended March 31, 2022 and September 30, 2022, respectively. On October 4, 2022, the Company acquired Step and Go, a brand in the health and Wellness category, for $ 0.7 million. As part of the purchase price allocation of the acquisition, $ 0.5 million was attributed to goodwill. As our market capitalization was further reduced below net assets as of December 31, 2022, we concluded a triggering event has occurred to test goodwill, an impairment loss on goodwill of $ 0.5 million was recorded for the three months ended December 31, 2022 , which is included in impairment loss on goodwill in the Consolidated Statement of Operations for the year-ended December 31, 2022. For the year-ended December 31, 2022, total goodwill impairment was approximately $ 120.4 million. There is no goodwill balance as of December 31, 2023 and March 31, 2023. The following tables summarize the changes in the Company’s intangible assets as of December 31, 2022 and March 31, 2023 (in thousands): January 1, 2022 Year-Ended December 31, 2022 December 31, 2022 December 31, 2022 Gross Carrying Amount Additions Impairments (1) Accumulated Amortization Net Book Value Trademarks $ 65,910 192 $ ( 3,087 ) $ ( 13,008 ) $ 50,007 Non-competition agreement 111 — ( 31 ) ( 80 ) — Transition services agreement 23 — — ( 23 ) — Customer relationships 5,700 — — ( 950 ) 4,750 Other 700 — — ( 700 ) — Total intangibles $ 72,444 $ 192 $ ( 3,118 ) $ ( 14,761 ) $ 54,757 January 1, 2023 Three Months Ended March 31, 2023 March 31, 2023 March 31, 2023 Gross Carrying Amount Additions Impairments (2) Accumulated Amortization Net Book Value Trademarks $ 62,202 — $ ( 16,660 ) $ ( 13,758 ) $ 31,784 Non-competition agreement 11 — — ( 11 ) — Transition services agreement 12 — — ( 12 ) — Customer relationships 5,700 — — ( 1,092 ) 4,608 Other 700 — — ( 700 ) — Total intangibles $ 68,625 $ — $ ( 16,660 ) $ ( 15,573 ) $ 36,392 (1) Certain asset groups experienced a significant decrease in sales and contribution margin through September 30, 2022. This was considered an interim triggering event for the three months ended September 30, 2022. Based on the analysis of comparing the undiscounted cash flow to the carrying value of the asset group, one group tested indicated that the assets may not be recoverable. For this asset group, the Company compared the fair value to the carrying amount of the asset group and recorded an intangible impairment charge of $ 3.1 million for the year-ended December 31, 2022. (2) On March 20, 2023, the Company made certain leadership changes in our essential oil business resulting in a change in strategy and outlook for the business which will result in a reduced portfolio offering. This reduction in the portfolio will be impactful to our essential oil business's future revenues and profitability and as a result the Company made revisions to our internal forecasts. The Company concluded that this change was an interim triggering event for the three months ending March 31, 2023 indicating the carrying value of our essential oil business's long-lived assets including trademarks may not be recoverable. Accordingly, the Company performed an interim impairment test of the trademark and assessed the recoverability of the related intangible assets by using level 3 inputs and comparing the carrying value of an asset group to the net undiscounted cash flow expected to be generated. The recoverability test indicated that certain definite-live trademark intangible assets were impaired. The Company concluded the carrying value of the trademark exceeded its estimated fair value which was determined utilizing the relief-from-royalty method to determine discounted projected future cash flows which resulted in an impairment charge. The Company recorded an intangible impairment charge of $ 16.7 million in the three month ending March 31, 2023 within impairment loss on intangibles on the condensed consolidated statement of operations. |
Summary of Estimated Aggregate Amortization Expense of Intangible Assets | The following table sets forth the estimated aggregate amortization of the Company’s intangible assets for the next five years and thereafter (amounts in thousands): Remainder of 2023 $ 3,519 2024 4,672 2025 4,631 2026 4,631 2027 4,631 2028 4,631 Thereafter 9,677 Total $ 36,392 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Organization And Description Of Business [Line Items] | |
Going concern, net loss | $ 25.8 |
Going concern, net cash used in operating activities | 7.4 |
Going concern, unrestricted cash and cash equivalents | 33.9 |
Going concern, accumulated deficit | $ 651.1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Significant Accounting Policies [Line Items] | ||
Allowance for doubtful accounts | $ 400 | $ 400 |
Intangible impairment charge | 16,660 | 3,118 |
Other Noncurrent Assets | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | 100 | 100 |
Prepaid Expenses and Other Current Assets | MidCap Credit Facility | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | 200 | 900 |
Prepaid Expenses and Other Current Assets | Letter of Credit | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | 2,000 | 2,000 |
Accrued Liabilities | ||
Significant Accounting Policies [Line Items] | ||
Refund liabilities for sales returns | $ 400 | $ 600 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Net Revenue Disaggregated by Sales Channel and Geographic Region (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 34,879 | $ 41,673 |
Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 33,363 | 40,044 |
Wholesale/Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,516 | 1,629 |
North America | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 33,478 | 40,262 |
North America | Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 31,962 | 38,633 |
North America | Wholesale/Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,516 | 1,629 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,401 | 1,411 |
Other | Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 1,401 | $ 1,411 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Net Revenue Disaggregated by Product Categories (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 34,879 | $ 41,673 |
Product Revenue | Heating, Cooling and Air Quality | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 5,349 | 5,926 |
Product Revenue | Kitchen Appliances | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 6,371 | 8,450 |
Product Revenue | Health and Beauty | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 4,857 | 4,890 |
Product Revenue | Personal Protective Equipment | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 509 | 1,040 |
Product Revenue | Cookware, Kitchen Tools and Gadgets | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 3,620 | 4,856 |
Product Revenue | Home Office | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 2,667 | 3,708 |
Product Revenue | Housewares | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 6,209 | 6,547 |
Product Revenue | Essential Oils and Related Accessories | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 4,588 | 5,082 |
Product Revenue | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 709 | $ 1,174 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Level 1 | Cash and Cash Equivalents | ||
Assets: | ||
Assets | $ 33,911 | $ 43,574 |
Level 1 | Restricted Cash - Prepaid and Other Current Assets | ||
Assets: | ||
Assets | 2,287 | 3,055 |
Level 3 | Fair Value of Warrant Liability | ||
Liabilities: | ||
Liabilities | $ 3,827 | $ 3,473 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Activity of Level 3 Liabilities Carried at Fair Value on Recurring Basis (Details) - Fair Value, Recurring - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants liability, Beginning balance | $ 3,473 | |
Change in fair value of warrants | 354 | $ 3,473 |
Warrants liability, Ending balance | $ 3,827 | $ 3,473 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory on-hand | $ 34,538 | $ 34,374 |
Inventory in-transit | 5,840 | 9,292 |
Inventory | $ 40,378 | $ 43,666 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Inventory on-hand held by Amazon | $ 7.1 | $ 8.6 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaid and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid inventory | $ 1,641 | $ 1,342 |
Restricted cash | 2,158 | 2,926 |
Prepaid insurance | 969 | 1,991 |
Amazon global logistics | 488 | 576 |
Other | 1,614 | 1,426 |
Prepaid and other current assets | $ 6,870 | $ 8,261 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities - Schedule of Components of Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation costs | $ 39 | $ 53 |
Accrued professional fees and consultants | 88 | 461 |
Accrued logistics costs | 551 | 609 |
Product related accruals | 1,218 | 1,248 |
Sales tax payable | 775 | 711 |
Sales return reserve | 424 | 646 |
Accrued fulfillment expense | 541 | 755 |
Accrued insurance | 6 | 356 |
Federal payroll taxes payable | 1,319 | 1,467 |
Accrued interest payable | 177 | 190 |
Warrant liability | 3,827 | 3,473 |
All other accruals | 4,080 | 4,285 |
Accrued and other current liabilities | $ 13,045 | $ 14,254 |
Credit Facility, Term Loans a_3
Credit Facility, Term Loans and Warrants - Additional Information (Details) - USD ($) | 3 Months Ended | |||||||
Oct. 04, 2022 | Sep. 29, 2022 | Mar. 01, 2022 | Dec. 22, 2021 | Mar. 31, 2023 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||||||||
Cash And Cash Equivalents At Carrying Value | $ 33,911,000 | $ 44,281,000 | ||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||||||
Gross proceeds from the Registered Direct Offering | $ 27,007,000 | |||||||
MidCap Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Gross proceeds received | $ 27,600,000 | |||||||
Aggregate principal amount | $ 110,000,000 | |||||||
Warrants to purchase shares | 200,000 | |||||||
Credit facility maximum borrowing amount | $ 40,000,000 | |||||||
Warrants to purchase shares, exercise price | $ 4.70 | |||||||
Debt offset against and expense over the term | 3 years | |||||||
Common stock, par value | $ 0.0001 | |||||||
Credit facility, interest rate per annum | 5.50% | |||||||
Credit facility, unused capacity, commitment fee percentage | 0.50% | |||||||
Line of credit facility, maximum liquidity requirements during the period | $ 12,500,000 | |||||||
Line of credit facility, maximum liquidity requirements at all other times, cash on hand | $ 15,000,000 | |||||||
Line of credit facility, covenant terms | The Credit Agreement minimum liquidity covenant requires that Midcap shall not permit the credit party liquidity at any time to be less than (a) during the period commencing on February 1st through and including May 31st of each calendar year, $12.5 million and (b) at all other times, $15.0 million. | |||||||
Warrants term | 10 years | |||||||
Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Initial liability on issuance | $ 19,000,000 | |||||||
Warrant liability | $ 3,800,000 | |||||||
Securities Purchase Agreement | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase shares | 10,643,034 | 4,827,242 | ||||||
Number of common shares issued | 10,643,034 | 10,643,034 | 6,436,322 | |||||
Gross proceeds from the Registered Direct Offering | $ 20.2 | |||||||
Securities Purchase Agreement | Common Stock Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase shares | 2,260,388 | |||||||
Accrued, Unpaid interest | $ 2.91 | |||||||
Proceeds from warrant exercise | $ 27,500,000 | |||||||
Expense derived from anticipated fair-value of issuances of equity | $ 12,800,000 | |||||||
Securities Purchase Agreement | Prefunded Warrants | Common Stock Warrant | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase shares | 3,013,850 | |||||||
Accrued, Unpaid interest | $ 2.9099 | |||||||
Securities Purchase Agreement | Accredited Purchasers | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase shares | 10,526,368 | |||||||
Accrued, Unpaid interest | $ 1.90 | |||||||
Number of common shares issued | 10,526,368 | |||||||
Securities Purchase Agreement | Insiders [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Number of common shares issued | 116,666 | |||||||
Securities Purchase Agreement | Insiders [Member] | Common Stock | ||||||||
Debt Instrument [Line Items] | ||||||||
Warrants to purchase shares | 116,666 | |||||||
Accrued, Unpaid interest | $ 2.10 | |||||||
SOFR Plus | MidCap Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
Credit facility, interest rate per annum | 0.10% |
Credit Facility, Term Loans a_4
Credit Facility, Term Loans and Warrants - Schedule of Credit Facility and Term Loans (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Total MidCap Credit Facility | $ 19,103 | $ 21,053 |
MidCap Credit Facility | ||
Debt Instrument [Line Items] | ||
MidCap Credit Facility | 19,843 | 21,899 |
Less: deferred debt issuance costs | (402) | (459) |
Less: discount associated with issuance of warrants | (338) | (387) |
Total MidCap Credit Facility | $ 19,103 | $ 21,053 |
Credit Facility, Term Loans a_5
Credit Facility, Term Loans and Warrants - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 596 | $ 802 |
Interest income | (225) | |
Total Interest expense, net | $ 371 | $ 802 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options exercisable period | 10 years |
Restricted Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized compensation expense related to unvested options, expects to recognize over estimated weighted average period | 1 year 8 months 12 days |
Total unrecognized compensation expense related to unvested shares of restricted common stock | $ | $ 14.2 |
Share-based Compensation Award, Tranche One | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options vesting period | 4 years |
Share-based Compensation Award, Tranche One | Vesting on First Anniversary | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options vesting percentage | 25% |
Share-based Compensation Award, Tranche One | Vesting Over Succeeding 36 Months | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options vesting period | 36 months |
Options vesting percentage | 75% |
Share-based Compensation Award, Tranche Two | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options vesting period | 3 years |
Share-based Compensation Award, Tranche Two | Vesting on First Anniversary | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options vesting percentage | 33.33% |
Share-based Compensation Award, Tranche Two | Vesting Over Succeeding 24 Months | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options vesting period | 24 months |
Options vesting percentage | 66.66% |
Aterian 2014 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for future issuance | 85,065 |
2018 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for future issuance | 10,201,177 |
2019 Equity Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for future issuance | 0 |
2019 Equity Plan | Restricted Stock | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Award vesting date | Mar. 14, 2022 |
Percentage of restricted shares issued and outstanding | 70% |
2022 Inducement Equity Incentive Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for future issuance | 2,180,000 |
Options exercisable period | 10 years |
Number of shares available for grant | 2,700,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Outstanding, Number of Options, Shares, Beginning Balance | 368,596 | |
Options Outstanding, Number of Options, Cancelled, Shares | (6,263) | |
Options Outstanding, Number of Options, Shares, Ending Balance | 362,333 | 368,596 |
Options Outstanding, Number of Options Exercisable, Shares, as of March 31, 2023 | 362,333 | |
Options Outstanding, Number of Options, Vested and expected to vest, Shares as of March 31, 2023 | 362,333 | |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 9.26 | |
Options Outstanding, Weighted Average Exercise Price, Cancelled | 7.66 | |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | 9.29 | $ 9.26 |
Options Outstanding, Weighted Average Exercise Price, Exercisable as of March 31, 2023 | 9.29 | |
Options Outstanding, Weighted Average Exercise Price, Vested and expected to vest as of March 31, 2023 | $ 9.29 | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 5 years 9 months | 5 years 10 months 20 days |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Exercisable as of March 31, 2023 | 5 years 9 months | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Vested and expected to vest as of March 31, 2023 | 5 years 9 months |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Nonvested at January 1, 2023 | shares | 4,223,023 |
Shares, Granted | shares | 668,104 |
Shares, Vested | shares | (277,479) |
Shares, Forfeited | shares | (586,233) |
Shares, Nonvested at March 31, 2023 | shares | 4,027,415 |
Weighted Average Grant-Date Fair Value, Nonvested at January 1, 2023 | $ / shares | $ 4.85 |
Weighted Average Grant-Date Fair Value, Granted | $ / shares | 0.93 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | 7.38 |
Weighted Average Grant-Date Fair Value, Forfeited | $ / shares | 3.46 |
Weighted Average Grant-Date Fair Value, Nonvested at March 31, 2023 | $ / shares | $ 4.21 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Total Stock-based Compensation Expense by Function (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,317 | $ 2,865 |
Sales and Distribution Expenses | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 671 | 347 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 434 | 274 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 1,212 | $ 2,244 |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Basic and Diluted Net Loss per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (25,800) | $ (42,776) |
Weighted-average number of shares outstanding used in computing net loss per share, basic | 76,732,539 | 55,141,448 |
Weighted-average number of shares outstanding used in computing net loss per share, diluted | 76,732,539 | 55,141,448 |
Net loss per share, basic | $ (0.34) | $ (0.78) |
Net loss per share, diluted | $ (0.34) | $ (0.78) |
Anti-dilutive shares excluded from computation of net loss per share (in shares) | 23,755,130 | 6,009,126 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Dec. 12, 2022 USD ($) | Nov. 30, 2021 USD ($) | May 02, 2021 USD ($) Installment | Apr. 30, 2022 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Commitment And Contingencies [Line Items] | |||||||
Sales tax payable current | $ 775 | $ 711 | |||||
General and administrative | 5,959 | $ 9,541 | |||||
Settlement Agreement | |||||||
Commitment And Contingencies [Line Items] | |||||||
Agreement date | May 2, 2021 | ||||||
Proceeds to be received from settlement agreement | $ 3,000 | ||||||
Number of installments | Installment | 3 | ||||||
Settlement Agreement | Prepaid Expenses and Other Current Assets | |||||||
Commitment And Contingencies [Line Items] | |||||||
Prepaid asset | 4,100 | ||||||
Settlement Agreement | First Payment | |||||||
Commitment And Contingencies [Line Items] | |||||||
Settlement received | $ 1,000 | ||||||
Settlement Agreement | Third Payment | |||||||
Commitment And Contingencies [Line Items] | |||||||
Proceeds to be received from settlement agreement | $ 1,000 | ||||||
Securities Purchase Agreement | Settlement Agreement | |||||||
Commitment And Contingencies [Line Items] | |||||||
Litigation settlement | $ 800 | ||||||
Litigation settlement in cash | $ 500 | ||||||
Litigation settlement coupons awarded | $ 300 | ||||||
Stipulation | |||||||
Commitment And Contingencies [Line Items] | |||||||
Litigation settlement expense | $ 300 | $ 300 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) - USD ($) | May 05, 2021 | Dec. 01, 2020 | Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration earn out amount | $ 0 | $ 9,223,000 | |||
Squatty Potty, LLC | |||||
Business Acquisition [Line Items] | |||||
Acquisition date, initial fair value anoint of earn-out payment | $ 3,500,000 | ||||
Business combination, contingent consideration earn out amount | $ 0 | $ 0 | 3,983,000 | ||
Squatty Potty, LLC | Event Occurs in 12 Months Ending 12/31/2021 | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration earn out amount, maximum | 3,900,000 | ||||
Squatty Potty, LLC | Event Occurs in Six Months Following Closing Date | |||||
Business Acquisition [Line Items] | |||||
Business combination, contingent consideration earn out amount | 3,900,000 | ||||
Smash Assets | |||||
Business Acquisition [Line Items] | |||||
Business acquisition shares issued/issuable | 4,220,000 | ||||
Total consideration | $ 25,000,000 | ||||
Shares issued, price per share | $ 6.89 | ||||
Value of certain inventory | $ 15,600,000 | ||||
Business combination, contingent consideration earn out amount | $ 0 | $ 5,240,000 | |||
Smash Assets | Sellers Brokers | |||||
Business Acquisition [Line Items] | |||||
Business acquisition shares issued/issuable | 164,000 |
Acquisition - Summary of Change
Acquisition - Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities (Details) | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Business Acquisition [Line Items] | |
Beginning Balance | $ 9,223,000 |
Change in fair value of contingent earn-out liabilities | (5,240,000) |
Payment of contingent earn-out liability | (3,983,000) |
Smash Assets | |
Business Acquisition [Line Items] | |
Beginning Balance | 5,240,000 |
Change in fair value of contingent earn-out liabilities | (5,240,000) |
Ending Balance | 0 |
Squatty Potty, LLC | |
Business Acquisition [Line Items] | |
Beginning Balance | 3,983,000 |
Payment of contingent earn-out liability | (3,983,000) |
Ending Balance | $ 0 |
Goodwill and Intangibles - Summ
Goodwill and Intangibles - Summary of Changes in Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Oct. 04, 2022 | |
Disclosure Of Goodwill And Intangible Assets [Line Items] | |||
Net Book Value | $ 0 | $ 500 | |
Gross Carrying Amount | 68,625 | $ 72,444 | |
Additions | 192 | ||
Intangible Impairments | (16,660) | (3,118) | |
Accumulated Amortization | (15,573) | (14,761) | |
Net Book Value | 36,392 | 54,757 | |
Trademarks | |||
Disclosure Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 62,202 | 65,910 | |
Additions | 192 | ||
Intangible Impairments | (16,660) | (3,087) | |
Accumulated Amortization | (13,758) | (13,008) | |
Net Book Value | 31,784 | 50,007 | |
Non-Competition Agreement | |||
Disclosure Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 11 | 111 | |
Intangible Impairments | (31) | ||
Accumulated Amortization | (11) | (80) | |
Transition Services Agreement | |||
Disclosure Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 12 | 23 | |
Accumulated Amortization | (12) | (23) | |
Customer Relationships | |||
Disclosure Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 5,700 | 5,700 | |
Accumulated Amortization | (1,092) | (950) | |
Net Book Value | 4,608 | 4,750 | |
Other | |||
Disclosure Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 700 | 700 | |
Accumulated Amortization | $ (700) | (700) | |
Goodwill | |||
Disclosure Of Goodwill And Intangible Assets [Line Items] | |||
Gross Carrying Amount | 119,941 | ||
Additions | 468 | ||
Impairments | $ (120,409) |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Changes in Goodwill and Intangible Assets (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |||||
Impairment loss on goodwill | $ 500 | $ 90,900 | $ 29,020 | $ 120,400 | |
Intangible impairment charge | $ 16,660 | $ 3,118 |
Goodwill and Intangibles (Addit
Goodwill and Intangibles (Additional Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2022 | Sep. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2023 | Mar. 31, 2023 | Oct. 04, 2022 | |
Goodwill [Line Items] | |||||||
Purchase price | $ 700 | ||||||
Goodwill | $ 0 | $ 500 | |||||
Impairment loss on goodwill | $ 500 | $ 90,900 | $ 29,020 | $ 120,400 | |||
Scenario Forecast | |||||||
Goodwill [Line Items] | |||||||
Goodwill | $ 0 |
Goodwill and Intangibles - Su_3
Goodwill and Intangibles - Summary of Estimated Aggregate Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2023 | $ 3,519 | |
2024 | 4,672 | |
2025 | 4,631 | |
2026 | 4,631 | |
2027 | 4,631 | |
2028 | 4,631 | |
Thereafter | 9,677 | |
Total | $ 36,392 | $ 54,757 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 3 Months Ended | |
May 09, 2023 USD ($) Contractor Employee | Mar. 31, 2023 $ / shares | |
Subsequent Event [Line Items] | ||
Minimum bid price requirement | $ 1 | |
Stock exchange stock trading price description | The Bid Price Notice has no immediate effect on the continued listing status of our common stock on The Nasdaq Capital Market, and, therefore, our listing remains fully effective. | |
Compliance period afforded to regain compliance with bid price requirements | 180 days | |
Number of consecutive business days below closing minimum bid requirement | 30 days | |
Minimum | ||
Subsequent Event [Line Items] | ||
Minimum closing bid price | $ 1 | |
Number of consecutive business days below closing minimum bid requirement | 10 days | |
Maximum | ||
Subsequent Event [Line Items] | ||
Minimum closing bid price | $ 1 | |
Number of consecutive business days below closing minimum bid requirement | 20 days | |
Workforce Severance | Minimum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restructuring charges | $ | $ 1,000,000 | |
Workforce Severance | Maximum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Restructuring charges | $ | $ 1,300,000 | |
Philippines | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Number of employees plan to reduce | Employee | 70 | |
Number of contractors plan to reduce | Contractor | 30 |