Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
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 | false | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Common Stock, Shares Outstanding | 65,362,520 | |
Entity File Number | 001-38937 | |
Entity Tax Identification Number | 83-1739858 | |
Entity Address, Address Line One | 37 East 18th Street | |
Entity Address, Address Line Two | 7th Floor | |
Entity Address, City or Town | New York | |
Entity Address, State or Province | NY | |
Entity Address, Postal Zip Code | 10003 | |
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, $0.0001 par value per share | |
Trading Symbol(s) | ATER | |
Name of each exchange on which registered | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash | $ 44,281 | $ 30,317 |
Accounts receivable—net | 5,870 | 10,478 |
Inventory | 75,425 | 63,045 |
Prepaid and other current assets | 13,440 | 21,034 |
Total current assets | 139,016 | 124,874 |
PROPERTY AND EQUIPMENT—net | 1,146 | 1,254 |
GOODWILL—net | 90,921 | 119,941 |
OTHER INTANGIBLES—net | 63,211 | 64,955 |
OTHER NON-CURRENT ASSETS | 2,726 | 2,546 |
TOTAL ASSETS | 297,020 | 313,570 |
CURRENT LIABILITIES: | ||
Credit facility | 29,463 | 32,845 |
Accounts payable | 22,894 | 21,716 |
Seller notes | 4,081 | 7,577 |
Contingent earn-out liability | 6,448 | 3,983 |
Warrant liability | 20,861 | |
Accrued and other current liabilities | 15,412 | 17,621 |
Total current liabilities | 99,159 | 83,742 |
OTHER LIABILITIES | 509 | 360 |
CONTINGENT EARN-OUT LIABILITY | 5,240 | |
Total liabilities | 99,668 | 89,342 |
COMMITMENTS AND CONTINGENCIES (Note 9) | ||
STOCKHOLDERS’ EQUITY: | ||
Common stock, par value $0.0001 per share—500,000,000 shares authorized and 55,090,237 shares outstanding at December 31, 2021; 500,000,000 shares authorized and 62,348,318 shares outstanding at March 31, 2022 | 6 | 5 |
Additional paid-in capital | 669,720 | 653,650 |
Accumulated deficit | (471,735) | (428,959) |
Accumulated other comprehensive loss | (639) | (468) |
Total stockholders’ equity | 197,352 | 224,228 |
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY | $ 297,020 | $ 313,570 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 62,348,318 | 55,090,237 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
NET REVENUE | $ 41,673 | $ 48,136 |
COST OF GOODS SOLD | 18,066 | 22,073 |
GROSS PROFIT | 23,607 | 26,063 |
OPERATING EXPENSES: | ||
Sales and distribution | 22,974 | 25,069 |
Research and development | 1,144 | 2,124 |
General and administrative | 9,541 | 10,976 |
Impairment loss on goodwill | 29,020 | |
Change in fair value of contingent earn-out liabilities | (2,775) | 15,645 |
TOTAL OPERATING EXPENSES: | 59,904 | 53,814 |
OPERATING LOSS | (36,297) | (27,751) |
INTEREST EXPENSE—net | 802 | 4,420 |
GAIN ON EXTINGUISHMENT OF SELLER NOTE | (2,012) | |
LOSS ON INITIAL ISSUANCE OF EQUITY | 5,835 | |
CHANGE IN FAIR VALUE OF WARRANT LIABILITY | 1,879 | 30,202 |
LOSS ON INITIAL ISSUANCE OF WARRANT | 20,147 | |
OTHER EXPENSE | (25) | 33 |
LOSS BEFORE INCOME TAXES | (42,776) | (82,553) |
NET LOSS | $ (42,776) | $ (82,553) |
Net loss per share, basic and diluted | $ (0.78) | $ (3.15) |
Weighted-average number of shares outstanding, basic and diluted | 55,141,448 | 26,225,383 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
NET LOSS | $ (42,776) | $ (82,553) |
OTHER COMPREHENSIVE INCOME (LOSS): | ||
Foreign currency translation adjustments | (171) | 30 |
Other comprehensive income (loss) | (171) | 30 |
COMPREHENSIVE LOSS | $ (42,947) | $ (82,523) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income/(Loss) |
Beginning balance at Dec. 31, 2020 | $ 23,382 | $ 3 | $ 216,305 | $ (192,935) | $ 9 |
Beginning balance, shares at Dec. 31, 2020 | 27,074,791 | ||||
Net loss | (82,553) | (82,553) | |||
Issuance of common stock upon exercise of stock option grants | 8,749 | 8,749 | |||
Issuance of common stock upon exercise of stock option grants, shares | 978,495 | ||||
Issuance of common stock related to exercise of warrants | 40,172 | 40,172 | |||
Issuance of common stock related to exercise of warrants, shares | 1,039,960 | ||||
Issuance of common stock in connection with acquisition of Healing Solutions assets | 39,454 | 39,454 | |||
Issuance of common stock in connection with acquisition of Healing Solutions assets, shares | 1,387,759 | ||||
Issuance of restricted stock awards | 3,427 | 3,427 | |||
Issuance of restricted stock awards, shares | 109,791 | ||||
Stock-based compensation expense | 5,804 | 5,804 | |||
Other comprehensive income (loss) | 30 | 30 | |||
Ending balance at Mar. 31, 2021 | 38,465 | $ 3 | 313,911 | (275,488) | 39 |
Ending balance, shares at Mar. 31, 2021 | 30,590,796 | ||||
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 | 155,456 | ||||
Forfeiture of shares of restricted common stock | (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 income (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 | ||||
Issuance of warrants in connection with offering | $ (18,982) | $ (18,982) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (42,776) | $ (82,553) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,846 | 1,204 |
Provision for sales returns | 109 | (100) |
Amortization of deferred financing costs and debt discounts | 106 | 3,963 |
Change in fair value of warrants | 1,879 | |
Stock-based compensation | 2,865 | 6,899 |
Loss (Gain) from change in contingent liabilities fair value | (2,775) | 15,645 |
Loss in connection with warrant fair value | 30,202 | |
Loss on initial issuance of warrant | 20,147 | |
Gain in connection with settlement of note payable | (2,012) | |
Loss on initial issuance of equity | 5,835 | |
Impairment loss on goodwill | 29,020 | |
Changes in assets and liabilities: | ||
Accounts receivable | 4,608 | (1,445) |
Inventory | (12,380) | (15,355) |
Prepaid and other current assets | 410 | (4,675) |
Accounts payable, accrued and other liabilities | 95 | 17,573 |
Cash used in operating activities | (13,170) | (8,495) |
INVESTING ACTIVITIES: | ||
Purchase of fixed assets | (16) | (20) |
Cash used in investing activities | (16) | (15,300) |
FINANCING ACTIVITIES: | ||
Proceeds from warrant exercise | 8,939 | |
Proceeds from cancellation of warrant | 16,957 | |
Proceeds from exercise of stock options | 8,749 | |
Proceeds from equity offering, net of issuance costs | 27,007 | |
Borrowings from MidCap credit facility | 30,357 | 14,531 |
Repayments for MidCap credit facility | (33,845) | (12,325) |
Deferred financing costs from MidCap credit facility | (151) | |
Repayments for High Trail term loan | (5,400) | |
Borrowings from High Trail term loan note 2 | 14,025 | |
Debt issuance costs from High Trail Term Loan | (1,136) | |
Insurance obligation payments | (719) | (951) |
Cash provided by financing activities | 21,716 | 38,501 |
EFFECT OF EXCHANGE RATE ON CASH | (171) | (99) |
NET CHANGE IN CASH AND RESTRICTED CASH FOR PERIOD | 8,359 | 14,607 |
CASH AND RESTRICTED CASH AT BEGINNING OF PERIOD | 38,315 | 30,097 |
CASH AND RESTRICTED CASH AT END OF PERIOD | 46,674 | 44,704 |
RECONCILIATION OF CASH AND RESTRICTED CASH | ||
CASH | 44,281 | 34,995 |
RESTRICTED CASH—Prepaid and other assets | 2,264 | 9,580 |
RESTRICTED CASH—Other non-current assets | 129 | 129 |
CASH AND RESTRICTED CASH AT END OF PERIOD | 46,674 | 44,704 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | ||
Cash paid for interest | 357 | 252 |
Non-cash consideration paid to contractors | 3,427 | |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Debt issuance costs not paid | 246 | |
Original issue discount | 2,475 | |
Fair value of contingent consideration liability | 16,557 | |
Discount of debt relating to warrants issuance | 7,740 | |
Issuance of common stock in connection with acquisition | 39,454 | |
Issuance of common stock for settlement of seller note | 767 | |
Fair value of warrants issued in connection with equity offering | 18,982 | |
Equity fundraising costs not paid | 166 | |
Common stock issued for warrants | 1,125 | |
Healing Solutions LLC | ||
INVESTING ACTIVITIES: | ||
Purchase of Healing Solutions assets | (15,280) | |
Smash | ||
FINANCING ACTIVITIES: | ||
Repayments on note payable to Smash | $ (1,084) | $ (4,737) |
Organization and Description of
Organization and Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Organization and Description of Business | 1. ORGANIZATION AND DESCRIPTION OF BUSINESS Aterian, Inc., formerly known as Mohawk Group Holdings, Inc., and its subsidiaries (“Aterian” or the “Company”), is a technology-enabled consumer products platform that builds, acquires and partners with e-commerce brands. The Company’s proprietary software and agile supply chain helps create a growing base of consumer products. Aterian predominantly operates through online retail channels such as Amazon and Walmart, Inc. The Company owns and operates fourteen 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 essentials oils. Headquartered in New York, Aterian’s offices can also be found in China, Philippines, Israel and Poland. Going Concern— As of March 31, 2022, the Company had total cash and cash equivalents of $44.3 million and an accumulated deficit of $471.7 million. In addition, the Company’s net loss and net cash used in operating activities amounted to $42.8 million and $13.2 million, respectively, for the three months ended March 31, 2022. As an emerging growth company, the Company has been dependent on outside capital through the issuance of equity to investors and borrowings from lenders (collectively “outside capital”) since its inception to execute its growth strategy of investing in organic growth at the expense of short-term profitably and investing in incremental growth through mergers and acquisitions (“M&A strategy”). In addition, the Company’s 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 disclosure below). As a result, the Company has incurred significant losses and will remain dependent on outside capital for the foreseeable future until such time that the Company can realize its strategy of growth by generating profits through its organic growth and M&A strategy, and reduce its reliance on outside capital. Given the inherent uncertainties associated with executing the Company’s growth strategy, as well as the uncertainty associated with the ongoing COVID-19 global pandemic, recent record increases in inflation and related global supply chain disruption, management can provide no assurances the Company will be able to obtain sufficient outside capital or generate sufficient cash from operations to fund the Company’s obligations as they become due over the next twelve months from the date these consolidated financial statements were issued. In addition, as disclosed in Note 6, the Company entered into a $50.0 million asset backed credit agreement in December 2021 (the “MidCap Credit Facility”). The MidCap Credit Facility contains a financial covenant that requires the Company to maintain a minimum unrestricted cash balance or minimum borrowing availability of Since its inception, the Company has been able to successfully raise a substantial amount of outside capital to fund the Company’s growth strategy. However, as of March 31, 2022, the Company had no firm commitments of additional outside capital from current or prospective investors or lenders. While management believes the Company will be able to secure additional outside capital, no assurances can be provided that such capital will be obtained or on terms that are acceptable to the Company. Furthermore, given the inherent uncertainties associated with the Company’s growth strategy, the Company may be unable to remain in compliance with the financial covenants required by the Midcap Credit Facility over the next twelve months. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. In order to alleviate substantial doubt, management plans to continue to closely monitor its operating forecast, pursue additional sources of outside capital, and pursue its M&A strategy. If the Company is (a) unable to improve its operating results, (b) obtain additional outside capital on terms that are acceptable to the Company to fund the Company’s operations and M&A strategy, and/or (c) secure a waiver or forbearance from the lender if the Company is unable to remain in compliance with the financial covenants required by the MidCap Credit Facility, the Company will have to make significant changes to its operating plan, such as delay expenditures, reduce investments in new products, delay the development of its software, reduce its sale and distribution infrastructure, or otherwise significantly reduce the scope of its business. Moreover, if the Company breaches the financial covenants required by the MidCap Credit Facility and fail to secure a waiver or forbearance from the lender, such breach or failure could accelerate the repayment of the outstanding borrowings under the MidCap Credit Facility or the exercise of other rights or remedies the lender may have under applicable law. Management can provide no assurance a waiver or forbearance will be granted or the outstanding borrowings under the MidCap Credit Facility will be successfully refinanced on terms that are acceptable to the Company. The accompanying consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. COVID-19 Pandemic and the Supply Chain —The full impact of the COVID-19 pandemic on the Company’s supply chain, including the impact associated with preventive and precautionary measures that the Company, other businesses and governments are taking, continues to evolve as of the date of this report. During 2022 to date, the Company has continued to be impacted by the COVID-19 pandemic and related global shipping disruption. Together these have led to substantial increases in supply chain costs, in particular shipping containers, which the Company relies on to import its goods, costs have increased while the reliability and timely delivery of such shipping containers has reduced and has substantially increased the Company’s last mile shipping costs on its oversized goods. These cost increases have been particularly substantial for oversized goods, which is a material part of the Company’s business. The reduced reliability and delivery of such shipping containers is forcing the Company to spend more on premium shipping to ensure goods are delivered, if at all, and the lack of reliability and timely delivery has further down chain impacts as it takes longer for containers to be offloaded and returned. Further, this global shipping disruption is forcing the Company to increase its inventory on-hand, including by advance ordering and taking possession of inventory earlier than expected, negatively impacting its 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 impacted by the COVID-19 pandemic. The COVID-19 pandemic continues to bring uncertainty to consumer demand 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. As such, the Company has noticed changes to consumer buying habits, which may lead to reduced demand for its products. Further, recent record inflation has added additional pressure to the cost of the Company’s supply chain. The Company continues to consider the impact of the COVID-19 pandemic on the Company’s supply chain on the assumptions and estimates used when preparing these consolidated financial statements including inventory valuation, and the impairment of long-lived assets. These assumptions and estimates may change as the situation evolves or new events occur, and additional information is obtained. If the economic conditions caused by the COVID-19 pandemic and the negative impact on the Company’s supply chain worsen beyond what is currently estimated by management, such future changes may have an adverse impact on the Company’s results of operations, financial position, and liquidity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the Company’s audited consolidated financial statements as of that date. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2022 (the “Annual Report”). In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of March 31, 2022, the results of operations for the three months ended March 31, 2021 and 2022, the statements of stockholders’ equity for the three months ended March 31, 2021 and 2022, and cash flows for the three months ended March 31, 2021 and 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year. Use of Estimates — Preparation of financial statements in conformity with 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, 2021, 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 $5.9 million for cash sweep accounts related to the Midcap Credit Facility within “prepaid and other current assets” on the condensed consolidated balance sheets. As of March 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 condensed consolidated balance sheets, $2.0 million related to a letter of credit and $0.3 million for cash sweep accounts related to the Midcap Credit Facility within “prepaid and other current assets” on the condensed consolidated balance sheets. 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 . 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. 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, 2021 (in thousands) Direct Wholesale/Other Total North America $ 46,142 $ 1,984 $ 48,126 Other 10 — 10 Total net revenue $ 46,152 $ 1,984 $ 48,136 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 Net Revenue by Product Categories . The following table sets forth the Company’s net revenue disaggregated by product categories: Three Months Ended March 31, 2021 2022 (in thousands) Heating, cooling and air quality $ 6,138 $ 5,926 Kitchen appliances 12,150 8,450 Health and beauty 3,642 4,890 Personal protective equipment 1,154 1,040 Cookware, kitchen tools and gadgets 6,098 4,856 Home office 809 3,708 Housewares 7,182 6,547 Essential oils and related accessories 7,353 5,082 Other 3,610 1,174 Total net revenue $ 48,136 $ 41,673 Goodwill — The Company operates under one business component which is the same as its reporting unit based on the guidance in ASC Topic 350-20. The Company has experienced high volatility in the price of its common stock and a reduction in its market capitalization through March 31, 2022. This was considered an interim triggering event for the three months ended March 31, 2022. The Company engaged a third-party valuation specialist to assist management in performing an interim goodwill impairment test in March 2022. For goodwill, impairment testing is based upon the best information available using a combination of the discounted cash flow method (a form of the income approach) and the guideline public company method. The Company assessed its goodwill as of March 31, 2022, and determined that the Company's goodwill was impaired. As a result, the Company recorded a goodwill impairment charge of $29.0 million in the three months Under the income approach, or discounted cash flow method, the significant assumptions used are projected net revenue, projected contribution margin (product operating margin before fixed costs), fixed costs and terminal growth rates. Projected net revenue, projected contribution margin and terminal growth rates were determined to be significant assumptions because they are the three primary drivers of the projected cash flows in the discounted cash flow fair value model. Under the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies, the valuation multiples used in the market analysis and the Company’s market capitalization. The Company believes that the assumptions and estimates made are reasonable and appropriate, and changes in the assumptions and estimates could have a material impact on its reported financial results. In addition, sustained declines in the Company’s stock price and related market capitalization could impact key assumptions in the overall estimated fair values of its reporting unit and could result in non-cash impairment charges that could be material to the Company's condensed consolidated balance sheet or results of operations. The Company will continue to closely monitor actual results versus expectations as well as whether, and to what extent, any significant changes in current events or conditions, including changes to the impacts of the COVID-19 pandemic on its business, result in corresponding changes to its expectations about future estimated cash flows, discount rates and market multiples. If the Company’s adjusted expectations of the operating results do not materialize, if the discount rate increases (based on increases in interest rates, market rates of return or market volatility) or if market multiples decline, the Company may be required to record additional goodwill impairment charges, which may be material. While the Company believes its conclusions regarding the estimates of fair value of its reporting unit is appropriate, these estimates are subject to uncertainty and by nature include judgments and estimates regarding various factors. These factors include the rate and extent of growth in the markets that its reporting units serve, the realization of future sales price and volume increases, fluctuations in exchange rates, fluctuations in price and availability of key raw materials, future operating efficiencies and, as it pertains to discount rates, the volatility in interest rates and costs of equity. 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, 2022, 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, 2021 and March 31, 2022 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 pre-funded warrant and stock purchase warrants in connection with the issuance of 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 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 pre-funded warrant and stock purchase warrants, the Company evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to FASB Accounting Standards Codification 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 pre-funded warrant 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 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, 2021 and March 31, 2022 (in thousands): December 31, 2021 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 30,317 $ — $ — Restricted cash 7,998 — — Liabilities: Estimated fair value of contingent earn-out considerations — — 9,223 March 31, 2022 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 44,281 $ — $ — Restricted cash 2,393 — — Liabilities: Fair value of warrant liability 20,861 Estimated fair value of contingent earn-out considerations — — 6,448 A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the three months ended March 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 9,223 Change in fair value of contingent earn-out liability (2,775 ) Balance at March 31, 2022 $ 6,448 Balance at December 31, 2021 $ — Issuance of warrants in connection with offering 18,982 Change in fair value of warrant liability 1,879 Balance at March 31, 2022 $ 20,861 Recently Issued Accounting Pronouncements Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASC 842”), which was amended by subsequent ASUs, to enhance the comparability and usefulness of financial reporting around leasing activity. The new standard supersedes the existing authoritative literature for lease accounting under ASC 840, with a focus on applying a “right-of-use model.” The guidance for leases under ASC 842 results in a right-of-use asset ("ROU asset”) and lease liability being reported on the balance sheet for leases with an original lease term greater than twelve months. ASC 842 is effective for the Company for annual reporting periods beginning after December 15, 2021, including interim periods within that fiscal year. The Company elected the standard on January 1, 2022 using the alternative modified retrospective transition approach in accordance with ASU 2018-11, Leases (Topic 842): Targeted Improvements. The cumulative effect of the transition adjustments was recognized as of the date of adoption. Under the alternative modified retrospective transition approach, the reported results for 2022 reflect the application of ASC 842 guidance, whereas comparative periods and the respective disclosures prior to the adoption of ASC 842 are presented using the legacy guidance of ASC 840. The Company recorded an aggregate of approximately $0.7 million of right-of-use assets and corresponding $0.7 million of lease liabilities upon adoption of this standard. Current Right-of-use assets of $0.4 million and corresponding lease liabilities are included in the prepaid and other current assets and accrued and other current liabilities line item respectively on the condensed consolidated balance sheets. Non-current Right-of-Use Assets of $0.3 million and corresponding lease liabilities are included in the prepaid and other non-current assets and accrued and other non-current liabilities line item respectively on the condensed consolidated balance sheets. . The Company has elected to apply the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease classification of any expired or existing leases, or the capitalization of initial direct costs for any existing leases. Additionally, the Company elected the practical expedient that permit the exclusions of leases considered to be short-term. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Cost Incurred in a Cloud Computing Arrangement That Is a Service Contract” for capitalizing implementation costs as they would for an arrangement that has a software license. This will result in certain implementation costs being capitalized; the associated amortization charge will, however, be recorded as an operating expense. Under the previous guidance, costs incurred when implementing a cloud computing arrangement deemed to be a service contract were recorded as an operating expense when incurred. The new guidance is effective for public business entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The new guidance was adopted on December 15, 202 1 with no material impact on the Company’s condensed consolidated financial statements . 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” Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses (Topic 326). In December 2019, the FASB issued ASU 2019-12, Income Taxes the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its condensed consolidated financial statements and will adopt it as of December 2022. In ASU 2020-10, the FASB issued ASU 2020-10, Codification Improvements. the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its condensed consolidated financial statements and will adopt it as of December 2022. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory consisted of the following as of December 31, 2021 and March 31, 2022: December 31, 2021 March 31, 2022 (in thousands) Inventory on-hand $ 48,079 $ 56,449 Inventory in-transit 14,966 18,976 Inventory $ 63,045 $ 75,425 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 $8.4 million and $13.8 million as of December 31, 2021 and March 31, 2022, 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. Prepaids and other current assets consisted of the following as of December 31, 2021 and March 31, 2022: December 31, 2021 March 31, 2022 (in thousands) Prepaid inventory $ 4,137 $ 4,093 Restricted cash 7,998 2,264 Prepaid insurance 2,440 1,333 Consulting fees 2,263 905 Prepaid logistics costs 2,865 2,789 Right-of-Use-Asset (1) — 467 Other 1,331 1,589 Prepaid and other current assets $ 21,034 $ 13,440 (1) On January 1, 2022, the Company recorded an aggregate of approximately $0.7 million of right-of-use assets and corresponding $0.7 million of lease liabilities adoption of ASC 842 standard. Current Right-of-use assets of $0.4 million and corresponding lease liabilities are included in the prepaid and other current assets and accrued and other current liabilities line item respectively on the condensed consolidated balance sheets. See the discussion for the adoption of the lease accounting standard described in Note 2 . |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Accrued Liabilities And Other Liabilities [Abstract] | |
Accrued and Other Current Liabilities | 5. Accrued expenses and other current liabilities consisted of the following as of December 31, 2021 and March 31, 2022: December 31, 2021 March 31, 2022 (in thousands) Accrued compensation costs $ 162 $ 216 Accrued professional fees and consultants 331 24 Accrued logistics costs 578 1,269 Product related accruals 2,984 2,492 Sales tax payable 678 895 Sales return reserve 590 699 Accrued fulfillment expense 744 761 Accrued insurance 967 98 Federal payroll taxes payable 4,449 1,865 Accrued interest payable 338 169 Accrued legal 375 2,790 Right-of-Use-Liabilities (1) — 467 All other accruals 5,425 3,667 Accrued and other current liabilities $ 17,621 $ 15,412 (1) On January 1, 2022, the Company recorded an aggregate of approximately $0.7 million of right-of-use assets and corresponding $0.7 million of lease liabilities adoption of ASC 842 standard. Right-of-Use Liabilities of $0.4 million and corresponding lease liabilities are included in the accrued and other current liabilities line item respectively on the condensed consolidated balance sheets. See the discussion for the adoption of the lease accounting standard described in Note 2 . 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, 2022 | |
Debt Disclosure [Abstract] | |
Credit Facility, Term Loans and Warrants | 6. High Trail Loan - December 2020 Note On December 1, 2020, the Company refinanced a $15.0 million term loan with Horizon Technology Finance Corporation through the issuance of a senior secured note with an aggregate principal amount of $43.0 million issued on December 1, 2020 (the “December 2020 Note”) to High Trail Investments SA LLC (“High Trail SA”). The Company received gross proceeds of $ 38.0 million in exchange for the December 2020 Note. The December 2020 Note was to be repaid over 24 equal monthly cash payments of $ 1.8 million. The December 2020 Note was extinguished on April 8, 2021 in exchange for an April 2021 Note (see the discussion under the heading High Trail April 2021 Note 6 below). High Trail - February 2021 Note On February 2, 2021, the Company entered into a second, separate transaction with High Trail Investments ON LLC (“High Trail ON” and, together with High Trail SA, “High Trail”), where it issued to High Trail ON a 0% coupon senior secured promissory note in an aggregate principal amount of $16.5 million (as amended, the “February 2021 Note”) that was to mature on February 1, 2023. High Trail - April 2021 Note On April 8, 2021, the Company refinanced all its existing debt with High Trail and Midcap Funding IV Trust (“ On April 8, 2021, the Company used $14.8 million of the net proceeds from the 2021 Private Placement to repay all amounts owed under the 2018 $25.0 million credit facility with MidCap Pursuant to ASC Topic 470, Debt, the Company concluded the High Trail April 2021 Note transaction resulted in the extinguishment of the two prior High Trail December 2020 and February 2021 term loans in the amount of $28.2 million of extinguishment of which has been classified within loss on extinguishment of debt on the condensed consolidated statements of operations. The Company breached its Adjusted EBITDA covenant with its lender, High Trail, and in August 2021, the Company secured a waiver from its lender with the partial repayment of the loan. See the High Trail Letter Agreements and Omnibus Amendment section The April Letter Agreement On April 8, 2021, the Company entered into a Letter Agreement (the “April Letter Agreement”) with High Trail SA and High Trail ON, pursuant to which, among other things, (i) the Company and High Trail SA agreed to amend the terms of the Letter Agreement to provide that the Company would prepare and file by June 30, 2021 a registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission for the purposes of registering for resale the December Warrant Shares, the Penny Warrant Shares and the Restricted Shares (as defined below), (ii) the Company issued 130,000 shares of its common stock to High Trail SA (the “Restricted Shares”), and (iii) High Trail SA and High Trail ON agreed to waive any Default or Event of Default (as such terms are defined in the December 2020 Note or the February 2021 Note) caused by the Company’s failure to file a resale registration statement by March 26, 2021. On April 8, 2021, the Company entered into (i) an amendment (the “SPA Amendment”) to that certain Securities Purchase Agreement, dated as of November 30, 2020, by and between the Company and High Trail SA (the “December 2020 SPA”), and to that certain Securities Purchase Agreement, dated as of February 2, 2021, by and between the Company and High Trail ON (the “February 2021 SPA”), (ii) an amendment to the February Warrant (the “February Warrant Amendment”), (iii) an amendment to the Penny Warrant (the “Penny Warrant Amendment”), and (iv) an amendment to the Additional Warrant (the “Additional Warrant Amendment” and, together with the February Warrant Amendment and the Penny Warrant Amendment, the “Warrant Amendments”). The SPA Amendment amended the December 2020 SPA and the February 2021 SPA to, among other things, allow for the issuance of the April 2021 Notes and to waive certain rights of High Trail under the December 2020 SPA and the February 2021 SPA. The Warrant Amendments amended the February Warrant, the Penny Warrant and the Additional Warrant to amend the definition of “Black Scholes Value” in each warrant to provide that the expected volatility used in the Black Scholes Value shall equal 100% instead of the greater of 100% and the 100-day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the trading day immediately following the public announcement of a Change of Control (as defined in each of the warrants), or, if the Change of Control is not publicly announced, the date the Change of Control is consummated. The Warrant Amendments to the February Warrant, the Penny Warrant and the Additional Warrant resulted in an $80.0 million reclassification from a liability to a component of equity and resulted in a $21.3 million reclassification from a component of equity to a liability as of December 31, 2021. The Restricted Shares were expensed as part of extinguishment loss, valued based on the fair market value on April 8, 2021 for $4.1 million, with the offset impacting stockholders’ equity. High Trail Letter Agreements and Omnibus Amendment On August 9, 2021, pursuant to those certain Letter Agreements entered into between the Company and High Trail with respect to each of the April 2021 Notes (collectively, the “August Letter Agreements”), High Trail notified the Company that High Trail declared an event of default under the April 2021 Notes as a result of the Company’s Adjusted EBITDA (as defined in the April 2021 Notes) not being equal to at least $12 million for the 12 month period ended June 30, 2021 and further notified the Company that High Trail immediately accelerated a total of $18.7 million of the principal amount of the April 2021 Notes, requiring the Company to immediately pay $21.5 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the April 2021 Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (the “Current Event of Default Acceleration Amount”). Pursuant to the August Letter Agreements, the Company agreed, among other things, to pay the Current Event of Default Acceleration Amount in cash by August 9, 2021 and that any portion not paid in cash would be paid in shares of the Company’s common stock under the terms of the April 2021 Notes, with the number of shares issuable equal to the unpaid Current Event of Default Acceleration Amount divided by 80% of the lesser of (i) the Daily VWAP (as defined in the April 2021 Notes) on August 9, 2021 and (ii) the average of the lowest two (2) Daily VWAPs during the ten (10) day VWAP trading period ending on August 9, 2021. Pursuant to the August Letter Agreements, High Trail waived the events of default relating to the Company’s failure to satisfy the Adjusted EBITDA covenant under the April 2021 Notes, effective upon the payment in cash of $10.1 million of the Current Event of Default Acceleration Amount and the issuance of the shares of the Company’s common stock for the remaining $11.7 million of the Current Event of Default Acceleration Amount. The Company paid High Trail an aggregate of $10.1 million in cash on August 9, 2021 and in accordance with the April 2021 Notes and the August Letter Agreements, paid the remaining $11.7 million of the Current Event of Default Acceleration Amount by issuing to High Trail an aggregate of 2,841,251 at a price of $4.1007 per share, which was, in accordance with the April 2021 Notes, equal to 80% of the Daily VWAP on August 9, 2021 In connection with the August Letter Agreements, on August 9, 2021, the Company also entered into an Omnibus Amendment to Senior Secured Notes Due 2024 and Warrants to Purchase Common Stock with High Trail (the “Omnibus Amendment”), whereby: (i) the Company agreed to increase the minimum cash threshold covenant in the April 2021 Notes from $15.0 million to $30.0 million through October 31, 2021; (ii) the Company agreed to add a liquidity covenant to the April 2021 Notes whereby it must have liquidity, on each day through October 31, 2021, calculated as (A) inventory, net, plus (B) accounts receivable, net (each determined in accordance with GAAP) in an aggregate minimum amount equal to $65.0 million less (C) any amount of cash and cash equivalents in excess of $30 million; (iii) the definition of “Permitted Investment” in the April 2021 Notes was modified such that the consent of High Trail is now required for certain merger and acquisition activity; (iv) the Company agreed that the exercise prices of the following warrants to purchase shares of the Company’s common stock previously issued to High Trail will be modified to be equal to the lesser of: (X) the closing price of the Company’s common stock on August 9, 2021 or (Y) the VWAP of the Company’s common stock on August 9, 2021: (1) the February Warrant; (2) the Additional Warrant; and (3) the Warrants (collectively, the “High Trail Warrants”); (v) High Trail agreed that it would not exercise the High Trail Warrants prior to October 17, 2021 (the day that was 60 days after the registration statement registering for resale the 2,666,667 shares of common stock the Company issued on June 15, 2021 was declared effective); and (vi) if, at any time on or after January 7, 2022, High Trail is unable to exercise the High Trail Warrants due to the agreement described in clause (v), the Company agreed to pay High Trail, as liquidated damages, a cash payment that will be equal to (a) the weighted average price of the Company’s common stock on the date High Trail seeks to exercise any of the High Trail Warrants, minus the then-current exercise price of the High Trail Warrants, multiplied by (b) the number of shares subject to the High Trail Warrants that it then desires to exercise. High Trail Debt Repayment On September 22, 2021, the Company entered into letter agreements (the “September Letter Agreements”) with High Trail with respect to the April 2021 Notes. Pursuant to the September Letter Agreements, (i) High Trail notified the Company that High Trail declared events of default under the April 2021 Notes and further notified the Company that High Trail accelerated an aggregate of $66.3 million of the principal amount of the April 2021 Notes, requiring the Company to pay $76.9 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the April 2021Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (collectively, the “Acceleration Amount”), (ii) High Trail agreed, contingent and effective upon the repayment of the Acceleration Amount in shares of the Company’s common stock in accordance with the April 2021 Notes and the September Letter Agreements and the satisfaction of all of the Company’s other obligations under the September Letter Agreements and the Second Omnibus Amendment (as defined below), to waive the events of default, (iii) the Company agreed that until November 1, 2021, the Company would not , subject to certain exceptions, issue, offer, sell or otherwise dispose of any equity security, equity-linked security or related security, and (iv) the Company agreed that, as a result of the occurrence of the events of default, it no longer has the right to require High Trail to exercise the High Trail Warrants if the price of the Company’s common stock exceeds 200% of the exercise price of the High Trail Warrants for 20 consecutive trading days and certain other conditions were satisfied. Under the terms of the April 2021 Notes, High Trail had the right, by delivering a notice to the Company (each, a “Stock Payment Notice”) to require the Company to satisfy its obligation to repay all or any portion of the Acceleration Amount in shares of the Company’s common stock, with the number of shares issuable determined by dividing the portion of the Acceleration Amount that High Trail requests, pursuant to a Stock Payment Notice, to be repaid in shares of the Company’s common stock, by 80% of the lesser of (A) the Daily VWAP (as defined in the April 2021 Notes) on the date of delivery of the Stock Payment Notice, and (B) the average of the lowest two Daily VWAPs during the ten (10) day VWAP trading period ending on the date of delivery of the Stock Payment Notice. Pursuant to the September Letter Agreements, High Trail agreed to deliver Stock Payment Notices as soon as it was practicable to do so without High Trail and its affiliates collectively beneficially owning in the aggregate in excess of 9.99% of the Company’s outstanding common stock. In connection with the September Letter Agreements, on September 22, 2021, the Company also entered into a Second Omnibus Amendment to Senior Secured Notes Due 2024 and Warrants to Purchase Common Stock with High Trail (the “Second Omnibus Amendment”), whereby: (i) the maturity date of the April 2021 Notes was changed from April 8, 2024 to April 1, 2023; (ii) the definition of “Permitted Investment” in the April 2021 Notes was modified to include an exception for certain acquisitions of all or substantially all of the assets of another person or a majority of the equity interests of another person; (iii) the definition of “Target Adjusted EBITDA” was modified to reflect certain updated projections of the Company; (iv) the liquidity requirements as set forth in the Omnibus Amendment were removed; (v) the minimum cash threshold covenant was changed from $30.0 million to $15.0 million; (vi) the definition of “Adjusted EBITDA” in the April 2021 Notes was modified to be equal to not less than the Target Adjusted EBITDA for the three-month period ending on the last day of each applicable fiscal quarter instead of the 12-month period ending on such day; and (vii) the exercise prices of the High Trail In accordance with the April 2021 Notes and the September Letter Agreements, effective September 22, 2021, the Company issued to High Trail an aggregate of 3,474,814 Acceleration Amount in full. Pursuant to ASC Topic 470, Debt, the Company concluded that as a result of the High Trail Letter Agreements and Omnibus Amendment and the High Trail Debt Repayment, the April 2021 Notes were extinguished on September 22, 2021 in exchange for the $25.0 million of Notes due April 2023. The Company paid off the remaining $25.0 million High Trail Term Loan as of December 31, 2021 (see the discussion under the heading MidCap Credit Facility December 2021 of this Note 6 below). Pursuant to ASC Topic 470, Debt, the Company concluded the High Trail Term Loan transaction resulted in the extinguishment of the High Trail Term Loan in the amount of $2.5 million of extinguishment, which has been classified within loss on extinguishment of debt on the consolidated statements of operations. For the year-ended December 31, 2021, the Company recorded a total of $138.9 million of debt extinguishment loss which includes the $107.0 million from the High Trail Letter Agreements and Omnibus Amendment and the High Trail Debt Repayment, $28.2 million from the High Trail December 2020 and February 2021 term loans as part of the issuance of the April 2021 Notes, of $2.5 million of extinguishment from the remaining $25.0 million of High Trail Term Loan and $1.5 million from the repayment of the 2018 Credit Facility. MidCap Credit Facility – December 2021 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 (the “Lenders”), and Midcap, 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 per annum equal to 5.50%, plus, at the Company’s option, either a base rate or a LIBOR rate. 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 st The Company was in compliance with the financial covenants contained within the Credit Agreement as of March 31, 2022. 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, was immediately exercisable, has a term of ten years from the date of issuance and is exercisable on a cash or cashless basis. The Company evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to ASC 480 and ASC 815 ased on the Company’s evaluation, it concluded that the Midcap warrant should be classified as equity with no subsequent remeasurement at each quarter so long as such warrants remain to be classified as equity. The Company’s credit facility consisted of the following as of December 31, 2021 and March 31, 2022: December 31, 2021 March 31, 2022 (in thousands) MidCap Credit Facility – December 2021 $ 34,119 $ 30,632 Less: deferred debt issuance costs (691 ) (634 ) Less: discount associated with issuance of warrants (583 ) (535 ) Total MidCap Credit Facility – December 2021 $ 32,845 $ 29,463 Interest Expense, Net Interest expense, net consisted of the following for the three months ended March 31, 2021 and 2022: Three Months Ended March 31, 2021 March 31, 2022 (in thousands) Interest expense $ 4,753 $ 802 Interest income (333 ) — Total Interest expense, net $ 4,420 $ 802 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) pre-funded warrants to purchase up to an aggregate of 3,013,850 shares of common stock (the “Pre-Funded 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 Pre-Funded 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 Pre-Funded Warrant and accompanying Common Stock Warrant were sold together at a combined price of $ 2.9099 , for gross proceeds of approximately $ 27.5 million. I n 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 pre-funded warrant 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 pre-funded 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. For the three months ended March 31, 2022, the Company recorded a charge of $1.9 million related to the change in fair value of these warrants. As of March 31, 2022, the Company has $20.9 million as the liability related to these warrants. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 7. The Company has three equity plans: 2014 Amended and Restated Equity Incentive Plan The board of directors of 2018 Equity Incentive Plan The Company’s board of directors 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, 2022, 387,943 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 three-year 33 1/3 66 2/3 2019 Equity Plan The Company’s board of directors 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, 2022, no 70 The following is a summary of stock option activity during the three months ended March 31, 2022: Options Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance—January 1, 2022 522,905 $ 9.25 6.77 $ 25,971 Options granted — $ — — $ — Options exercised — $ — — $ — Options canceled (2,492 ) $ 9.72 — $ — Balance—March 31, 2022 520,413 $ 9.25 4.70 $ 25,971 Exercisable as of March 31, 2022 520,065 $ 9.25 4.70 $ 25,971 Vested and expected to vest as of March 31, 2022 520,413 $ 9.25 4.70 $ 25,971 As of March 31, 2022, the total unrecognized compensation expense related to unvested options was less than A summary of restricted stock award activity within the Company’s equity plans and changes for the three months ended March 31, 2022 is as follows: Restricted Stock Awards Shares Weighted Average Grant- Date Fair Value Nonvested at January 1, 2022 2,106,180 $ 14.94 Granted 155,456 $ 3.48 Vested (519,246 ) $ 9.17 Forfeited (193,594 ) $ 16.02 Nonvested at March 31, 2022 1,548,796 $ 13.70 As of March 31, 2022, the total unrecognized compensation expense related to unvested shares of restricted common stock was $16.2 million, which the Company expects to recognize over an estimated weighted-average period of 2.18 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, 2021 and 2022: Three Months Ended March 31, 2021 2022 (in thousands) Sales and distribution expenses $ 955 $ 347 Research and development expenses 883 274 General and administrative expenses 5,061 2,244 Total stock-based compensation expense $ 6,899 $ 2,865 |
Net Loss Per Share
Net Loss Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 8 . 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 per share data): Three Months Ended March 31, 2021 2022 (in thousands) Net loss $ (82,553 ) $ (42,776 ) Weighted-average number of shares outstanding used in computing net loss per share, basic and diluted 26,225,383 55,141,448 Net loss per share, basic and diluted $ (3.15 ) $ (0.78 ) Anti-dilutive shares excluded from computation of net loss per share (in shares) 5,943,489 6,009,126 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 9 . 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 December 31, 2021 and March 31, 2022, the Company estimates that the potential liability, including current sales tax payable is approximately $ 0.7 million and $ 0.9 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 U.S. Department of Energy —In September 2019, the Company received a Test Notice from the U.S. Department of Energy (“DOE”) indicating that a certain dehumidifier model may not comply with applicable energy-conservation standards. The DOE requested that the Company provide it with several model units for DOE testing. If the Company is determined to have violated certain energy-conservation standards, it could be fined pursuant to DOE guidelines, and this civil penalty may be material to the Company’s consolidated financial statements. The Company intends to vigorously defend itself. The Company has submitted to the DOE testing process, made a good-faith effort to provide necessary notice as practicable, and included in a formal response to the DOE copies of the energy-efficiency report and certification that were issued for the dehumidifier model at the time of production. The Company believes that its products are compliant, and the Company, in conjunction with its manufacturing partner, has disputed the Test Notice received from the DOE. As of the date of the issuance of the accompanying condensed consolidated financial statements, the Company cannot reasonably estimate what, if any, penalties may be levied. U.S. Environmental Protection Agency — In September 2019, the Company received notice from the U.S. Environmental Protection Agency (“EPA”) that certain of its dehumidifier products were identified by the Association of Home Appliance Manufacturers (“AHAM”) as failing to comply with EPA ENERGY STAR requirements. For an appliance to be ENERGY STAR certified, it must meet standards promulgated by the EPA and enforced through EPA-accredited certification bodies and laboratories. The Company believes that its products are compliant, and the Company, in conjunction with its manufacturing partner, has disputed the AHAM testing determination pursuant to EPA guidelines. While a resolution remains pending, the Company is not selling or marketing the products identified by the EPA. The Company cannot be certain that these products will eventually be certified by the EPA, and the Company may incur costs that cannot presently be calculated in the event that the Company needs to make changes to the manner in which these products are manufactured and sold. In April 2020, the Company received notice from the EPA with respect to regulatory compliance and the advertising associated with certain of its dehumidifier products. The Company believes that its products are compliant, and the Company is currently in discussions with the EPA to resolve the matter. The EPA placed a hold on the sale of certain of the Company's dehumidifier inventory while it reviews the matter with the Company. The Company cannot be certain of the outcome with the EPA, and the Company may incur costs and penalties that cannot presently be calculated in the event that the Company is unable to resolve this matter with the EPA. 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 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. As such, the Company has fully reserved $ 4.1 million within prepaid and other current assets on its consolidated financial statements during the year-ended December 31 , 2021. The Company has commenced legal action against the supplier and continues to reserve its legal options and rights on this matter as of March 31, 2022. 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. Securities Class Action —Following a mediation, an initial settlement-in-principle, and further negotiations, on April 22, 2022, the Company, in conjunction with its codefendants Yaniv Sarig, Fabrice Hamaide, and Arturo Rodriguez, entered into a formal settlement agreement to resolve the purported class action lawsuits filed in the U.S. District Court for the Southern District of New York by Andrew Tate on May 13, 2021, and by Jeff Coon, on June 10, 2021, consolidated under the caption Tate v. Aterian, Inc., et. al., 21-cv-04323-VM (the “Action”). In the Action, plaintiffs claimed that defendants made false and materially misleading statements and failed to disclose material adverse facts regarding the Company’s business, operations, and prospects, and that this was revealed on May 4, 2021, in a report issued by Culper Research. The Company and its codefendants denied, and continue to deny, that these allegations have any merit. The settlement agreement contains no admission of wrongdoing and expressly states that the Company and its codefendants have entered into a settlement solely to avoid the uncertainties, burden, and expense of further litigation. The settlement class consists of purchasers of Aterian securities during the period from August 24, 2020, through May 3, 2021, inclusive (the “Class Period”). Under the terms of the proposed settlement, members of the settlement class release the Company and its codefendants from, among other things, all claims and causes of action of every nature and description, whether known or unknown, that were asserted in the Action; could have been asserted in the Action; relate in any way to transactions in Aterian securities during the Class Period and any facts, transactions, or occurrences referred to in any of the pleadings or other documents filed in the Action. Under the agreement, the Company will pay $1.3 million, within 10 business days of the Court’s preliminary approval of the settlement, to be distributed to claimants in the settlement class pursuant to the plan of allocation filed with the Court on May 4, 2022. To the extent permitted by the Court, this payment will also fund the legal fees of plaintiffs’ counsel and the costs of administering the settlement. The proposed settlement was preliminarily approved by the Court on May 6, 2022, but is still subject to final Court approval. The Court has scheduled a hearing regarding final approval for September 9, 2022. Final approval is expected, but could be delayed by appeals, objections, or other proceedings. In addition, the Company has the right to terminate the settlement agreement if more than a certain percentage of class members elect to opt-out of the settlement. In connection with the proposed settlement, the Company recorded approximately $ 1.3 Shareholder Derivative Actions Related to the Securities Class Action — On October 21, October25 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, and assert that the individual defendants (i) breached their fiduciary duties, (ii) misused their authority, (iii) were unjustly enriched and (iv) wasted corporate assets. The action filed by Michael Sheller also alleges that individual defendants Sarig and Hamaide are liable for contribution pursuant to Sections 10(b) and 21D of the Exchange Act in the event the Company is held liable in the Securities Class Action. The action filed by Shaoxuan Zhang alleges analogous liability on the part of Sarig, Hamaide and Rodriguez. Finally, the action filed by Shaoxuan Zhang also alleges that individual defendants Sarig, Harlam, Kurtz, Petersen and von Walter are liable for violations of Section 14(a) of the Exchange Act. The Company believes the allegations are without merit and intends to vigorously defend against these actions. The Company and the parties to this action are in negotiations regarding a possible settlement of this matter, however the outcome of these negotiations are still uncertain. If that process does not succeed, the Company is prepared to continue the full defense of this action. Based on information available to the Company at present, the Company cannot reasonably estimate a range of loss or income for these actions. Sabby Contract Action —On September 20, 2021, Sabby Volatility Warrant Master Fund Ltd. (“Sabby”) sued the Company in the Supreme Court of the State of New York, New York County, alleging that the Company breached the Securities Purchase Agreement, dated June 10, 2021 (the “Purchase Agreement”), pursuant to which Sabby purchased 400,000 shares of the Company’s common stock, for an aggregate price of approximately $ 6.0 million. Sabby contends that certain of the representations and warranties made by the Company in the Purchase Agreement concerning its financial condition and the accuracy of its prior disclosures were untrue and that the Company breached the Purchase Agreement’s anti-dilution and use-of-proceeds covenants on both August 9, 2021 and September 23, 2021, when the Company resolved certain defaults with High Trail. The Company intends to vigorously defend against this action, and, on December 15, 2021, the Company filed a motion to dismiss, which was fully briefed as of February 11, 2022. However, the outcome of this legal proceeding is currently uncertain. Based on information available to the Company at present, the Company cannot reasonably estimate a range of loss for this action 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 Austria 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 for, subject to negotiation of a formal memorandum of understanding, 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. Leases — There were no new significant leases or embedded leases identified with the adoption of the lease accounting standard described in Note 2. The minimum lease liabilities has not changed significantly during the three months ended March 31, 2022. Seller Note — On March 22, 2022, the Company entered into a settlement agreement with Truweo which the Company satisfied seller note for 292,887 shares and recorded $2.0 million gain on extinguishment of debt on the condensed consolidated statement of operations. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
Business Combinations [Abstract] | |
Acquisition | 10. ACQUISITION 2021 Acquisitions Healing Solutions On February 2, 2021 (the “Closing Date”), the Company entered into and closed the Asset Purchase Agreement with Healing Solutions, LLC (“Healing Solutions”). Pursuant to the Asset Purchase Agreement, the Company purchased and acquired certain assets of Healing Solutions (the “Healing Solutions Assets”) related to Healing Solutions’ retail and e-commerce business under the Healing Solutions’ brands, Tarvol, Sun Essential Oils and Artizen (among others), which primarily sells essential oils through Amazon and other marketplaces (the “Asset Purchase”). The Asset Purchase was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. As consideration for the Asset Purchase, the Company (i) paid to Healing Solutions $15.3 million in cash (the “Cash Purchase Price”), and (ii) issued 1,387,759 within 60 days of the Closing Date In addition, Healing Solutions will be entitled to receive 170,042 shares of common stock (up to a maximum of 280,000 shares pursuant to certain terms and valuation at the measurement date) in respect of certain inventory. The shares will be issued to Healing Solutions following the final determination of inventory values pursuant to the terms of the Asset Purchase Agreement, which determination is expected to occur approximately nine to ten months following the Closing Date and such shares will be subject to vesting restrictions which will lapse on the date that is the one-year anniversary after the Closing Date. Pursuant to the terms of the Asset Purchase Agreement, Healing Solutions is required to use its commercially reasonable efforts to identify one or more suppliers of finished goods inventory of all SKUs that constitute assets acquired in the Asset Purchase (“New Suppliers”) and to initiate discussions with such New Suppliers for the purpose of negotiating new supply agreements between the Company or its affiliates, on the one hand, and the New Supplier, on the other hand, for the purchase of such SKUs following the Closing on terms acceptable to the Company in its sole discretion, acting reasonably. If, on or before the date that is 15 months after the Closing Date, an Earn-Out Consideration Event (as defined in the Asset Purchase Agreement) has occurred, then Healing Solutions shall be entitled to receive up to a maximum of 528,670 shares of common stock, which number of shares is subject to reduction in accordance with the terms of the Asset Purchase Agreement based on the time period within which the Earn-Out Consideration Event occurs. See the discussion below under the heading Contingent Earn-Out Liability Considerations of this Note 10 for additional information. The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 15,280 1,387,759 shares of Common Stock issued at the Closing 39,454 Seller note for inventory 5,285 Estimated earnout liability 11,273 Total consideration to be paid $ 71,292 The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 8,215 Working Capital 202 Trademarks (10 year useful life) 22,900 Goodwill 39,975 Net assets acquired $ 71,292 Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Healing Solutions’ products into the Company’s existing sales channels. Squatty Potty Assets On . The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 19,040 Transition services payments 8,231 Estimated earnout liability 3,502 Total consideration $ 30,773 The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 1,471 Working Capital 230 Trademarks (10 year useful life) 6,500 Customer relationships 5,700 Goodwill (1) 16,872 Net assets acquired $ 30,773 (1) Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Squatty Potty products into the Company’s existing sales channel. Photo Paper Direct On May 5, 2021, the Company closed the acquisition of all outstanding stock of e-commerce company Photo Paper Direct Ltd. (“Photo Paper Direct”), a leading online seller of printing supplies. As consideration for Photo Paper Direct’s stock, the Company paid approximately $8.3 million in cash and issued approximately 704,500 shares of the Company’s common stock. The Company also paid approximately $5.4 million in cash as consideration related to Photo Paper Direct’s inventory and other working capital assets, including cash on hand of approximately $3.0 million. In addition, and subject to the achievement of certain Adjusted EBITDA metrics by December 31, 2021, the Company agreed to issue to Photo Paper Direct a maximum earn-out of $6.0 million in cash and $2.0 million in the Company’s common stock. See the discussion below under the heading Contingent Earn-Out Liability Considerations of this Note 10 for additional information . The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 8,293 704,548 shares of common stock issued 11,075 Working capital adjustment 5,338 Estimated earnout liability 911 Total consideration $ 25,617 The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 2,846 PP&E 86 Real Property 848 Working Capital 2,144 Trademarks (10 year useful life) 5,400 Goodwill (1) 15,774 Deferred tax liability (2) (1,481 ) Net assets acquired $ 25,617 (1) Estimate based on preliminary purchase price and most recent book values of tangible assets and prior to any deferred tax assets/liabilities. Subject to change based on the actual closing balance sheet and any purchase accounting adjustments. Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Photo Paper Direct products into the Company’s existing sales channels. (2) A measurement period adjustment was recorded that resulted in a deferred tax liability of $1.5 million, and corresponding increase in goodwill. Pro Forma Information The Company had no acquisitions for the three months ended March 31, 2022. The following unaudited pro forma information illustrates the impact of the acquisitions on the Company’s net revenue for the three months-ended March 31, 2021. The acquisitions are reflected in the following pro forma information as if the acquisitions had occurred on January 1, 2021. Three Months Ended, March 31, 2021 Net revenue as reported $ 48,136 Healing Solutions net revenue (1) 4,600 Net revenue pro forma $ 52,736 Operating loss as reported $ (27,751 ) Healing Solutions operating income (1) 382 Operating loss pro forma $ (27,369 ) The Company engaged a third-party valuation specialist to perform a valuation of the intangible assets acquired for all acquisitions. In performing the valuation, the Company’s management assessed the reasonableness of the projected financial information (“PFI”) by comparing it to the Company’s historical results and financial information for a peer group of the most similar public companies. Based on this review, the Company’s management determined the PFI is reasonable for business and intangible asset valuation purposes. Contingent Earn-Out Liability Considerations The Company reviews and re-assesses 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. 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 4,220,000 6.89 164,000 15.6 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. Earn-out payments will be due to the sellers for year one, or calendar year 2021 in the first quarter of 2022, and year two, or calendar year 2022, will be due in the first quarter of 2023. For the year-ended December 31, 2021 (year one of the earn-out), the earn-out payment will be calculated based on the contribution margin generated on certain products for an amount equal to $ 1.67 1.00 15.5 18.5 5.0 0.5 15.5 27.5 0.1 As of December 31, 2021, the fair value amount of the earn-out payment was appropriately $ 5.2 As part of the acquisition of the Healing Solutions Assets, Healing Solutions was 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 occurred: (i) prior to the date that is nine months following the Closing Date, the Company will issue 528,670 shares of its common stock to Healing Solutions; (ii) on or after the date that is nine months following the Closing Date but before the date that is 12 months following the Closing Date, the Company was to issue 396,502 shares of common stock to Healing Solutions; or (iii) on or after the date that is 12 months following the Closing Date but before the date that is 15 months following the Closing Date (the date that is 15 months following the Closing Date, the “Earn-Out Termination Date”), the Company was to issue 264,335 shares of common stock to Healing Solutions; or after 15 months, the Company would no t had any obligation to issue any shares of its common stock to Healing Solutions. As of February 2, 2021, the acquisition date, the initial fair value amount of the earn-out payment with respect to the Healing Solutions Assets was appropriately $16.5 million. In November 2021, the Company issued 1.4 million shares of common stock in full settlement of the earn-out. As of December 31, 2021 there is no remaining earn-out liability related to Healing Solutions. 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 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 March 31, 2022, the fair value amount of the earn-out payment with respect to the Squatty Potty Assets was approximately $4.0 million. As of May 5, 2021, the acquisition date of Photo Paper Direct Ltd. (“Photo Paper Direct”), the initial fair value amount of the earn-out payment with respect to the Photo Paper Direct acquisition was appropriately $0.9 million. As of December 31, 2021, the fair value amount of the earn-out payment with respect to the Photo Paper Direct acquisition was approximately $0.0 million as the earnout was not achieved. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of December 31, 2021 (in thousands): December 31, 2021 Smash Assets Healing Solutions Squatty Potty Photo Paper Direct Total Balance—January 1, 2021 $ 22,531 $ — $ — $ — $ 22,531 Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares — 16,558 3,502 911 20,971 Change in fair value of contingent earn-out liabilities (17,291 ) (12,808 ) 481 (911 ) (30,529 ) Payment of contingent earn-out liability (1) — (3,750 ) — — (3,750 ) Balance—December 31, 2021 $ 5,240 $ — $ 3,983 $ — $ 9,223 (1) The $3.8 million payment relating to Healing Solutions earn-out was made with 1.4 million of the Company's common stock in November 2021. This resulted in a settlement charge of $4.2 million due to the difference of fair value of the shares issued on the settlement date versus the fair value of the earn-out on the date of the settlement. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of March 31, 2022 (in thousands): March 31, 2022 Smash Assets Healing Solutions Squatty Potty Photo Paper Direct Total Balance—December 31, 2021 $ 5,240 $ — $ 3,983 $ — $ 9,223 Change in fair value of contingent earn-out liabilities (2,775 ) — — — (2,775 ) Balance—March 31, 2022 $ 2,465 $ — $ 3,983 $ — $ 6,448 |
Goodwill and Intangibles
Goodwill and Intangibles | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangibles | 11. GOODWILL AND INTANGIBLES The following tables summarize the changes in the Company’s goodwill as of December 31, 2021 and March 31, 2022 (in thousands): December 31, 2021 December 31, 2021 December 31, 2021 Gross Carrying Amount Additions Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Goodwill $ 47,318 $ 72,623 $ 119,941 $ — $ — $ 119,941 - December 31, 2021 Three Months Ended March 31, 2022 March 31, 2022 Gross Carrying Amount Additions Gross Carrying Amount Goodwill Impairments (1) Accumulated Amortization Net Book Value Goodwill $ 119,941 $ — $ 119,941 $ (29,020 ) $ — $ 90,921 (1) The Company has experienced high volatility in the price of its common stock and a reduction in its market capitalization through March 31, 2022. This was considered an interim triggering event in the three months ended March 31, 2022. The Company assessed its goodwill as of March 31, 2022 and determined that the Company's goodwill was impaired. As a result, the Company recorded a goodwill impairment charge of $29.0 million in the three months ended March 31, 2022 primarily due to the decrease in its market capitalization. See Note 2 for goodwill impairment discussion. The following tables summarize the changes in the Company’s intangibles assets as of December 31, 2021 and March 31, 2022 (in thousands): December 31, 2021 December 31, 2021 December 31, 2021 Gross Carrying Amount Additions Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Trademarks $ 31,810 $ 34,100 $ 65,910 $ — $ (6,332 ) $ 59,578 Non-competition agreement 111 — 111 — (54 ) 57 Transition services agreement 23 — 23 — (23 ) — Customer relations — 5,700 5,700 — (380 ) 5,320 Other — 700 700 — (700 ) — Total intangibles $ 31,944 $ 40,500 $ 72,444 $ — $ (7,489 ) $ 64,955 December 31, 2021 Three Months Ended March 31, 2022 March 31, 2022 Gross Carrying Amount Additions Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Trademarks $ 65,910 $ — $ 65,910 $ — $ (7,925 ) $ 57,985 Non-competition agreement 111 — 111 — (63 ) 48 Transition services agreement 23 — 23 — (23 ) — Customer relations 5,700 — 5,700 — (522 ) 5,178 Other 700 — 700 — (700 ) — Total intangibles $ 72,444 $ — $ 72,444 $ — $ (9,233 ) $ 63,211 The following table sets forth the estimated aggregate amortization of the Company’s in-place intangible assets and favorable intangible assets for the next five years and thereafter (amounts in thousands): Remainder of 2022 $ 5,484 2023 7,214 2024 7,171 2025 7,130 2026 7,130 Thereafter 29,082 Total $ 63,211 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation —The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial reporting and as required by Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in the annual financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet as of December 31, 2021 included herein was derived from the Company’s audited consolidated financial statements as of that date. As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the audited consolidated financial statements and the related notes thereto as of and for the year ended December 31, 2021, included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 16, 2022 (the “Annual Report”). In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of March 31, 2022, the results of operations for the three months ended March 31, 2021 and 2022, the statements of stockholders’ equity for the three months ended March 31, 2021 and 2022, and cash flows for the three months ended March 31, 2021 and 2022. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full fiscal year. |
Use of Estimates | Use of Estimates — Preparation of financial statements in conformity with 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, 2021, 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 $5.9 million for cash sweep accounts related to the Midcap Credit Facility within “prepaid and other current assets” on the condensed consolidated balance sheets. As of March 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 condensed consolidated balance sheets, $2.0 million related to a letter of credit and $0.3 million for cash sweep accounts related to the Midcap Credit Facility within “prepaid and other current assets” on the condensed consolidated balance sheets. |
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 . 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. 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, 2021 (in thousands) Direct Wholesale/Other Total North America $ 46,142 $ 1,984 $ 48,126 Other 10 — 10 Total net revenue $ 46,152 $ 1,984 $ 48,136 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 Net Revenue by Product Categories . The following table sets forth the Company’s net revenue disaggregated by product categories: Three Months Ended March 31, 2021 2022 (in thousands) Heating, cooling and air quality $ 6,138 $ 5,926 Kitchen appliances 12,150 8,450 Health and beauty 3,642 4,890 Personal protective equipment 1,154 1,040 Cookware, kitchen tools and gadgets 6,098 4,856 Home office 809 3,708 Housewares 7,182 6,547 Essential oils and related accessories 7,353 5,082 Other 3,610 1,174 Total net revenue $ 48,136 $ 41,673 |
Goodwill | Goodwill — The Company operates under one business component which is the same as its reporting unit based on the guidance in ASC Topic 350-20. The Company has experienced high volatility in the price of its common stock and a reduction in its market capitalization through March 31, 2022. This was considered an interim triggering event for the three months ended March 31, 2022. The Company engaged a third-party valuation specialist to assist management in performing an interim goodwill impairment test in March 2022. For goodwill, impairment testing is based upon the best information available using a combination of the discounted cash flow method (a form of the income approach) and the guideline public company method. The Company assessed its goodwill as of March 31, 2022, and determined that the Company's goodwill was impaired. As a result, the Company recorded a goodwill impairment charge of $29.0 million in the three months Under the income approach, or discounted cash flow method, the significant assumptions used are projected net revenue, projected contribution margin (product operating margin before fixed costs), fixed costs and terminal growth rates. Projected net revenue, projected contribution margin and terminal growth rates were determined to be significant assumptions because they are the three primary drivers of the projected cash flows in the discounted cash flow fair value model. Under the guideline public company method, significant assumptions relate to the selection of appropriate guideline companies, the valuation multiples used in the market analysis and the Company’s market capitalization. The Company believes that the assumptions and estimates made are reasonable and appropriate, and changes in the assumptions and estimates could have a material impact on its reported financial results. In addition, sustained declines in the Company’s stock price and related market capitalization could impact key assumptions in the overall estimated fair values of its reporting unit and could result in non-cash impairment charges that could be material to the Company's condensed consolidated balance sheet or results of operations. The Company will continue to closely monitor actual results versus expectations as well as whether, and to what extent, any significant changes in current events or conditions, including changes to the impacts of the COVID-19 pandemic on its business, result in corresponding changes to its expectations about future estimated cash flows, discount rates and market multiples. If the Company’s adjusted expectations of the operating results do not materialize, if the discount rate increases (based on increases in interest rates, market rates of return or market volatility) or if market multiples decline, the Company may be required to record additional goodwill impairment charges, which may be material. While the Company believes its conclusions regarding the estimates of fair value of its reporting unit is appropriate, these estimates are subject to uncertainty and by nature include judgments and estimates regarding various factors. These factors include the rate and extent of growth in the markets that its reporting units serve, the realization of future sales price and volume increases, fluctuations in exchange rates, fluctuations in price and availability of key raw materials, future operating efficiencies and, as it pertains to discount rates, the volatility in interest rates and costs of equity. |
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, 2022, 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, 2021 and March 31, 2022 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 pre-funded warrant and stock purchase warrants in connection with the issuance of 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 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 pre-funded warrant and stock purchase warrants, the Company evaluated the terms of each warrant to determine the appropriate accounting and classification pursuant to FASB Accounting Standards Codification 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 pre-funded warrant 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 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, 2021 and March 31, 2022 (in thousands): December 31, 2021 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 30,317 $ — $ — Restricted cash 7,998 — — Liabilities: Estimated fair value of contingent earn-out considerations — — 9,223 March 31, 2022 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 44,281 $ — $ — Restricted cash 2,393 — — Liabilities: Fair value of warrant liability 20,861 Estimated fair value of contingent earn-out considerations — — 6,448 A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the three months ended March 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 9,223 Change in fair value of contingent earn-out liability (2,775 ) Balance at March 31, 2022 $ 6,448 Balance at December 31, 2021 $ — Issuance of warrants in connection with offering 18,982 Change in fair value of warrant liability 1,879 Balance at March 31, 2022 $ 20,861 |
Recent Accounting Pronouncements | Recently Issued Accounting Pronouncements Adopted Accounting Standards In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASC 842”), which was amended by subsequent ASUs, to enhance the comparability and usefulness of financial reporting around leasing activity. The new standard supersedes the existing authoritative literature for lease accounting under ASC 840, with a focus on applying a “right-of-use model.” The guidance for leases under ASC 842 results in a right-of-use asset ("ROU asset”) and lease liability being reported on the balance sheet for leases with an original lease term greater than twelve months. ASC 842 is effective for the Company for annual reporting periods beginning after December 15, 2021, including interim periods within that fiscal year. The Company elected the standard on January 1, 2022 using the alternative modified retrospective transition approach in accordance with ASU 2018-11, Leases (Topic 842): Targeted Improvements. The cumulative effect of the transition adjustments was recognized as of the date of adoption. Under the alternative modified retrospective transition approach, the reported results for 2022 reflect the application of ASC 842 guidance, whereas comparative periods and the respective disclosures prior to the adoption of ASC 842 are presented using the legacy guidance of ASC 840. The Company recorded an aggregate of approximately $0.7 million of right-of-use assets and corresponding $0.7 million of lease liabilities upon adoption of this standard. Current Right-of-use assets of $0.4 million and corresponding lease liabilities are included in the prepaid and other current assets and accrued and other current liabilities line item respectively on the condensed consolidated balance sheets. Non-current Right-of-Use Assets of $0.3 million and corresponding lease liabilities are included in the prepaid and other non-current assets and accrued and other non-current liabilities line item respectively on the condensed consolidated balance sheets. . The Company has elected to apply the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease classification of any expired or existing leases, or the capitalization of initial direct costs for any existing leases. Additionally, the Company elected the practical expedient that permit the exclusions of leases considered to be short-term. In August 2018, the FASB issued ASU No. 2018-15, “Customer’s Accounting for Implementation Cost Incurred in a Cloud Computing Arrangement That Is a Service Contract” for capitalizing implementation costs as they would for an arrangement that has a software license. This will result in certain implementation costs being capitalized; the associated amortization charge will, however, be recorded as an operating expense. Under the previous guidance, costs incurred when implementing a cloud computing arrangement deemed to be a service contract were recorded as an operating expense when incurred. The new guidance is effective for public business entities in fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. For all other entities, the amendments in this update are effective for annual reporting periods beginning after December 15, 2020, and interim periods within annual periods beginning after December 15, 2021. The new guidance was adopted on December 15, 202 1 with no material impact on the Company’s condensed consolidated financial statements . 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” Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13: Financial Instruments – Credit Losses (Topic 326). In December 2019, the FASB issued ASU 2019-12, Income Taxes the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its condensed consolidated financial statements and will adopt it as of December 2022. In ASU 2020-10, the FASB issued ASU 2020-10, Codification Improvements. the Company has not completed its evaluation of the impact of adoption of this standard, the Company does not expect it to have a material impact on its condensed consolidated financial statements and will adopt it as of December 2022. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 (in thousands) Direct Wholesale/Other Total North America $ 46,142 $ 1,984 $ 48,126 Other 10 — 10 Total net revenue $ 46,152 $ 1,984 $ 48,136 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 |
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, 2021 2022 (in thousands) Heating, cooling and air quality $ 6,138 $ 5,926 Kitchen appliances 12,150 8,450 Health and beauty 3,642 4,890 Personal protective equipment 1,154 1,040 Cookware, kitchen tools and gadgets 6,098 4,856 Home office 809 3,708 Housewares 7,182 6,547 Essential oils and related accessories 7,353 5,082 Other 3,610 1,174 Total net revenue $ 48,136 $ 41,673 |
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, 2021 and March 31, 2022 (in thousands): December 31, 2021 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 30,317 $ — $ — Restricted cash 7,998 — — Liabilities: Estimated fair value of contingent earn-out considerations — — 9,223 March 31, 2022 Fair Value Measurement Category Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 44,281 $ — $ — Restricted cash 2,393 — — Liabilities: Fair value of warrant liability 20,861 Estimated fair value of contingent earn-out considerations — — 6,448 |
Summary of Activity of the Level 3 Liabilities Carried at Fair Value on a Recurring Basis | A summary of the activity of the Level 3 liabilities carried at fair value on a recurring basis for the three months ended March 31, 2022 is as follows (in thousands): Balance at December 31, 2021 $ 9,223 Change in fair value of contingent earn-out liability (2,775 ) Balance at March 31, 2022 $ 6,448 Balance at December 31, 2021 $ — Issuance of warrants in connection with offering 18,982 Change in fair value of warrant liability 1,879 Balance at March 31, 2022 $ 20,861 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following as of December 31, 2021 and March 31, 2022: December 31, 2021 March 31, 2022 (in thousands) Inventory on-hand $ 48,079 $ 56,449 Inventory in-transit 14,966 18,976 Inventory $ 63,045 $ 75,425 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaids And Other Current Assets | Prepaids and other current assets consisted of the following as of December 31, 2021 and March 31, 2022: December 31, 2021 March 31, 2022 (in thousands) Prepaid inventory $ 4,137 $ 4,093 Restricted cash 7,998 2,264 Prepaid insurance 2,440 1,333 Consulting fees 2,263 905 Prepaid logistics costs 2,865 2,789 Right-of-Use-Asset (1) — 467 Other 1,331 1,589 Prepaid and other current assets $ 21,034 $ 13,440 (1) On January 1, 2022, the Company recorded an aggregate of approximately $0.7 million of right-of-use assets and corresponding $0.7 million of lease liabilities adoption of ASC 842 standard. Current Right-of-use assets of $0.4 million and corresponding lease liabilities are included in the prepaid and other current assets and accrued and other current liabilities line item respectively on the condensed consolidated balance sheets. See the discussion for the adoption of the lease accounting standard described in Note 2 . |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2021 and March 31, 2022: December 31, 2021 March 31, 2022 (in thousands) Accrued compensation costs $ 162 $ 216 Accrued professional fees and consultants 331 24 Accrued logistics costs 578 1,269 Product related accruals 2,984 2,492 Sales tax payable 678 895 Sales return reserve 590 699 Accrued fulfillment expense 744 761 Accrued insurance 967 98 Federal payroll taxes payable 4,449 1,865 Accrued interest payable 338 169 Accrued legal 375 2,790 Right-of-Use-Liabilities (1) — 467 All other accruals 5,425 3,667 Accrued and other current liabilities $ 17,621 $ 15,412 (1) On January 1, 2022, the Company recorded an aggregate of approximately $0.7 million of right-of-use assets and corresponding $0.7 million of lease liabilities adoption of ASC 842 standard. Right-of-Use Liabilities of $0.4 million and corresponding lease liabilities are included in the accrued and other current liabilities line item respectively on the condensed consolidated balance sheets. See the discussion for the adoption of the lease accounting standard described in Note 2 . |
Credit Facility, Term Loans a_2
Credit Facility, Term Loans and Warrants (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Credit Facility | The Company’s credit facility consisted of the following as of December 31, 2021 and March 31, 2022: December 31, 2021 March 31, 2022 (in thousands) MidCap Credit Facility – December 2021 $ 34,119 $ 30,632 Less: deferred debt issuance costs (691 ) (634 ) Less: discount associated with issuance of warrants (583 ) (535 ) Total MidCap Credit Facility – December 2021 $ 32,845 $ 29,463 |
Schedule of Interest Expense, Net | Interest expense, net consisted of the following for the three months ended March 31, 2021 and 2022: Three Months Ended March 31, 2021 March 31, 2022 (in thousands) Interest expense $ 4,753 $ 802 Interest income (333 ) — Total Interest expense, net $ 4,420 $ 802 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, 2022: Options Outstanding Number of Options Weighted- Average Exercise Price Weighted- Average Remaining Contractual Life (years) Aggregate Intrinsic Value Balance—January 1, 2022 522,905 $ 9.25 6.77 $ 25,971 Options granted — $ — — $ — Options exercised — $ — — $ — Options canceled (2,492 ) $ 9.72 — $ — Balance—March 31, 2022 520,413 $ 9.25 4.70 $ 25,971 Exercisable as of March 31, 2022 520,065 $ 9.25 4.70 $ 25,971 Vested and expected to vest as of March 31, 2022 520,413 $ 9.25 4.70 $ 25,971 |
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, 2022 is as follows: Restricted Stock Awards Shares Weighted Average Grant- Date Fair Value Nonvested at January 1, 2022 2,106,180 $ 14.94 Granted 155,456 $ 3.48 Vested (519,246 ) $ 9.17 Forfeited (193,594 ) $ 16.02 Nonvested at March 31, 2022 1,548,796 $ 13.70 |
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, 2021 and 2022: Three Months Ended March 31, 2021 2022 (in thousands) Sales and distribution expenses $ 955 $ 347 Research and development expenses 883 274 General and administrative expenses 5,061 2,244 Total stock-based compensation expense $ 6,899 $ 2,865 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 per share data): Three Months Ended March 31, 2021 2022 (in thousands) Net loss $ (82,553 ) $ (42,776 ) Weighted-average number of shares outstanding used in computing net loss per share, basic and diluted 26,225,383 55,141,448 Net loss per share, basic and diluted $ (3.15 ) $ (0.78 ) Anti-dilutive shares excluded from computation of net loss per share (in shares) 5,943,489 6,009,126 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Business Acquisition [Line Items] | |
Pro Forma Information | The following unaudited pro forma information illustrates the impact of the acquisitions on the Company’s net revenue for the three months-ended March 31, 2021. The acquisitions are reflected in the following pro forma information as if the acquisitions had occurred on January 1, 2021. Three Months Ended, March 31, 2021 Net revenue as reported $ 48,136 Healing Solutions net revenue (1) 4,600 Net revenue pro forma $ 52,736 Operating loss as reported $ (27,751 ) Healing Solutions operating income (1) 382 Operating loss pro forma $ (27,369 ) |
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 (in thousands) as of December 31, 2021 (in thousands): December 31, 2021 Smash Assets Healing Solutions Squatty Potty Photo Paper Direct Total Balance—January 1, 2021 $ 22,531 $ — $ — $ — $ 22,531 Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares — 16,558 3,502 911 20,971 Change in fair value of contingent earn-out liabilities (17,291 ) (12,808 ) 481 (911 ) (30,529 ) Payment of contingent earn-out liability (1) — (3,750 ) — — (3,750 ) Balance—December 31, 2021 $ 5,240 $ — $ 3,983 $ — $ 9,223 (1) The $3.8 million payment relating to Healing Solutions earn-out was made with 1.4 million of the Company's common stock in November 2021. This resulted in a settlement charge of $4.2 million due to the difference of fair value of the shares issued on the settlement date versus the fair value of the earn-out on the date of the settlement. The following table summarizes the changes in the carrying value of estimated contingent earn-out liabilities (in thousands) as of March 31, 2022 (in thousands): March 31, 2022 Smash Assets Healing Solutions Squatty Potty Photo Paper Direct Total Balance—December 31, 2021 $ 5,240 $ — $ 3,983 $ — $ 9,223 Change in fair value of contingent earn-out liabilities (2,775 ) — — — (2,775 ) Balance—March 31, 2022 $ 2,465 $ — $ 3,983 $ — $ 6,448 |
Healing Solutions LLC | |
Business Acquisition [Line Items] | |
Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 15,280 1,387,759 shares of Common Stock issued at the Closing 39,454 Seller note for inventory 5,285 Estimated earnout liability 11,273 Total consideration to be paid $ 71,292 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 8,215 Working Capital 202 Trademarks (10 year useful life) 22,900 Goodwill 39,975 Net assets acquired $ 71,292 |
Squatty Potty, LLC | |
Business Acquisition [Line Items] | |
Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 19,040 Transition services payments 8,231 Estimated earnout liability 3,502 Total consideration $ 30,773 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 1,471 Working Capital 230 Trademarks (10 year useful life) 6,500 Customer relationships 5,700 Goodwill (1) 16,872 Net assets acquired $ 30,773 |
Photo Paper Direct Ltd. | |
Business Acquisition [Line Items] | |
Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date | The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on the estimated fair values at acquisition date: Amount allocated (in thousands) Cash purchase price $ 8,293 704,548 shares of common stock issued 11,075 Working capital adjustment 5,338 Estimated earnout liability 911 Total consideration $ 25,617 |
Amounts Assigned to Goodwill and Major Intangibles Asset Classifications | The amounts assigned to goodwill and major intangible asset classifications were as follows: Total (in thousands) Inventory $ 2,846 PP&E 86 Real Property 848 Working Capital 2,144 Trademarks (10 year useful life) 5,400 Goodwill (1) 15,774 Deferred tax liability (2) (1,481 ) Net assets acquired $ 25,617 (1) Estimate based on preliminary purchase price and most recent book values of tangible assets and prior to any deferred tax assets/liabilities. Subject to change based on the actual closing balance sheet and any purchase accounting adjustments. Goodwill is expected to be deductible for tax purposes. The goodwill is attributable to expected synergies resulting from integrating the Photo Paper Direct products into the Company’s existing sales channels. (2) A measurement period adjustment was recorded that resulted in a deferred tax liability of $1.5 million, and corresponding increase in goodwill. |
Goodwill and Intangibles (Table
Goodwill and Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill and Intangible Assets | The following tables summarize the changes in the Company’s goodwill as of December 31, 2021 and March 31, 2022 (in thousands): December 31, 2021 December 31, 2021 December 31, 2021 Gross Carrying Amount Additions Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Goodwill $ 47,318 $ 72,623 $ 119,941 $ — $ — $ 119,941 - December 31, 2021 Three Months Ended March 31, 2022 March 31, 2022 Gross Carrying Amount Additions Gross Carrying Amount Goodwill Impairments (1) Accumulated Amortization Net Book Value Goodwill $ 119,941 $ — $ 119,941 $ (29,020 ) $ — $ 90,921 (1) The Company has experienced high volatility in the price of its common stock and a reduction in its market capitalization through March 31, 2022. This was considered an interim triggering event in the three months ended March 31, 2022. The Company assessed its goodwill as of March 31, 2022 and determined that the Company's goodwill was impaired. As a result, the Company recorded a goodwill impairment charge of $29.0 million in the three months ended March 31, 2022 primarily due to the decrease in its market capitalization. See Note 2 for goodwill impairment discussion. The following tables summarize the changes in the Company’s intangibles assets as of December 31, 2021 and March 31, 2022 (in thousands): December 31, 2021 December 31, 2021 December 31, 2021 Gross Carrying Amount Additions Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Trademarks $ 31,810 $ 34,100 $ 65,910 $ — $ (6,332 ) $ 59,578 Non-competition agreement 111 — 111 — (54 ) 57 Transition services agreement 23 — 23 — (23 ) — Customer relations — 5,700 5,700 — (380 ) 5,320 Other — 700 700 — (700 ) — Total intangibles $ 31,944 $ 40,500 $ 72,444 $ — $ (7,489 ) $ 64,955 December 31, 2021 Three Months Ended March 31, 2022 March 31, 2022 Gross Carrying Amount Additions Gross Carrying Amount Goodwill Impairments Accumulated Amortization Net Book Value Trademarks $ 65,910 $ — $ 65,910 $ — $ (7,925 ) $ 57,985 Non-competition agreement 111 — 111 — (63 ) 48 Transition services agreement 23 — 23 — (23 ) — Customer relations 5,700 — 5,700 — (522 ) 5,178 Other 700 — 700 — (700 ) — Total intangibles $ 72,444 $ — $ 72,444 $ — $ (9,233 ) $ 63,211 |
Summary of Estimated Aggregate Amortization Expense of Intangible Assets | The following table sets forth the estimated aggregate amortization of the Company’s in-place intangible assets and favorable intangible assets for the next five years and thereafter (amounts in thousands): Remainder of 2022 $ 5,484 2023 7,214 2024 7,171 2025 7,130 2026 7,130 Thereafter 29,082 Total $ 63,211 |
Organization and Description _2
Organization and Description of Business - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Dec. 31, 2021 | Mar. 31, 2022 | |
Organization And Description Of Business [Line Items] | ||
Going concern, cash and cash equivalents | $ 44,300,000 | |
Going concern, accumulated deficit | 471,700,000 | |
Going concern, net loss | 42,800,000 | |
Going concern, net cash used in operating activities | $ 13,200,000 | |
Asset Backed Credit Agreement | ||
Organization And Description Of Business [Line Items] | ||
Additional increase in borrowing amount | $ 50,000,000 | |
Line of credit facility, minimum liquidity requirements during the period | 12,500,000 | |
Line of credit facility, minimum liquidity requirements at all other times | 15,000,000 | |
Line of credit facility, covenant terms | The MidCap Credit Facility contains a financial covenant that requires the Company to maintain a minimum unrestricted cash balance or minimum borrowing availability of (a) $12.5 million during the period from February 1st through and including May 31st of each calendar year, and (b) $15.0 million at all other times thereafter. At its election, the Company may elect to comply with an alternative financial covenant that would require the Company to maintain a minimum borrowing availability under the MidCap Credit Facility of $10.0 million at all times. The Company does not anticipate electing the alternative financial covenant over the next twelve months and was in compliance with the minimum liquidity covenant as of the date these condensed consolidated financial statements were issued. | |
Line of credit facility, minimum borrowing | $ 10,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||
Impairment loss on goodwill | $ 29,020 | |
Right-of-use assets | $ 700 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Prepaid and other current assets | |
Lease liabilities | $ 700 | |
Operating Lease Liability Current Statements Of Financial Position Extensible List | AccruedExpensesAndOtherLiabilitiesCurrent | |
Current right-of-use assets | $ 467 | |
Other Noncurrent Assets | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | 100 | $ 100 |
Prepaid Expenses and Other Current Assets | ||
Significant Accounting Policies [Line Items] | ||
Current right-of-use assets | 400 | |
Prepaid Expenses and Other Current Assets | MidCap Credit Facility | ||
Significant Accounting Policies [Line Items] | ||
Restricted cash deposit associated with credit facility | 300 | 5,900 |
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 and Other Current Liabilities | ||
Significant Accounting Policies [Line Items] | ||
Current lease liabilities | 400 | |
Prepaid and Other Non-current Assets | ||
Significant Accounting Policies [Line Items] | ||
Non-current right-of-use assets | 300 | |
Accrued and Other Non-current Liabilities | ||
Significant Accounting Policies [Line Items] | ||
Non-current lease liabilities | $ 300 |
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, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 41,673 | $ 48,136 |
Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 40,044 | 46,152 |
Wholesale/Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,629 | 1,984 |
North America | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 40,262 | 48,126 |
North America | Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 38,633 | 46,142 |
North America | Wholesale/Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,629 | 1,984 |
Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,411 | 10 |
Other | Direct | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 1,411 | $ 10 |
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, 2022 | Mar. 31, 2021 | |
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 41,673 | $ 48,136 |
Product Revenue | Heating, Cooling and Air Quality | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 5,926 | 6,138 |
Product Revenue | Kitchen Appliances | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 8,450 | 12,150 |
Product Revenue | Health and Beauty | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 4,890 | 3,642 |
Product Revenue | Personal Protective Equipment | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 1,040 | 1,154 |
Product Revenue | Cookware, Kitchen Tools and Gadgets | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 4,856 | 6,098 |
Product Revenue | Home Office | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 3,708 | 809 |
Product Revenue | Housewares | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 6,547 | 7,182 |
Product Revenue | Essential Oils and Related Accessories | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | 5,082 | 7,353 |
Product Revenue | Other | ||
Disaggregation Of Revenue [Line Items] | ||
Total net revenue | $ 1,174 | $ 3,610 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Financial Assets Measured at Fair Value (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Level 1 | Cash and Cash Equivalents | ||
Assets: | ||
Assets | $ 44,281 | $ 30,317 |
Level 1 | Restricted Cash | ||
Assets: | ||
Assets | 2,393 | 7,998 |
Fair Value of Warrant Liability | Level 3 | ||
Liabilities: | ||
Liabilities | 20,861 | |
Estimated Fair Value of Contingent Earn-out Considerations | Level 3 | ||
Liabilities: | ||
Liabilities | $ 6,448 | $ 9,223 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Activity of the Level 3 Liabilities Carried at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of warrants issued in connection with equity offering | $ 18,982 | |
Change in fair value of contingent earn-out liabilities | (2,775) | $ 15,645 |
Level 3 | Estimated Fair Value of Contingent Earn-out Considerations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities carried at fair value on a recurring basis, Beginning balance | 9,223 | |
Liabilities carried at fair value on a recurring basis, Ending balance | 6,448 | |
Fair Value, Recurring | Level 3 | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value of warrants issued in connection with equity offering | 18,982 | |
Change in fair value of warrant liability | 1,879 | |
Liabilities carried at fair value on a recurring basis, Ending balance | 20,861 | |
Fair Value, Recurring | Level 3 | Estimated Fair Value of Contingent Earn-out Considerations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities carried at fair value on a recurring basis, Beginning balance | 9,223 | |
Change in fair value of contingent earn-out liabilities | (2,775) | |
Liabilities carried at fair value on a recurring basis, Ending balance | $ 6,448 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory on-hand | $ 56,449 | $ 48,079 |
Inventory in-transit | 18,976 | 14,966 |
Inventory | $ 75,425 | $ 63,045 |
Inventory - Additional Informat
Inventory - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Inventory on-hand held by Amazon | $ 13.8 | $ 8.4 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Summary of Prepaids and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid inventory | $ 4,093 | $ 4,137 |
Restricted cash | 2,264 | 7,998 |
Prepaid insurance | 1,333 | 2,440 |
Consulting fees | 905 | 2,263 |
Prepaid logistics costs | 2,789 | 2,865 |
Right-of-Use-Asset | 467 | |
Other | 1,589 | 1,331 |
Prepaid and other current assets | $ 13,440 | $ 21,034 |
Prepaid Expenses and Other Cu_4
Prepaid Expenses and Other Current Assets - Summary of Prepaids and Other Current Assets (Parenthetical) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Prepaid Expense And Other Assets Current [Line Items] | ||
Right-of-use assets | $ 700 | |
Lease liabilities | 700 | |
Current right-of-use assets | 467 | |
ASU 842 | ||
Prepaid Expense And Other Assets Current [Line Items] | ||
Right-of-use assets | $ 700 | |
Lease liabilities | $ 700 | |
Prepaid Expenses and Other Current Assets | ||
Prepaid Expense And Other Assets Current [Line Items] | ||
Current right-of-use assets | 400 | |
Accrued and Other Current Liabilities | ||
Prepaid Expense And Other Assets Current [Line Items] | ||
Current lease liabilities | $ 400 |
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, 2022 | Dec. 31, 2021 |
Accrued Liabilities And Other Liabilities [Abstract] | ||
Accrued compensation costs | $ 216 | $ 162 |
Accrued professional fees and consultants | 24 | 331 |
Accrued logistics costs | 1,269 | 578 |
Product related accruals | 2,492 | 2,984 |
Sales tax payable | 895 | 678 |
Sales return reserve | 699 | 590 |
Accrued fulfillment expense | 761 | 744 |
Accrued insurance | 98 | 967 |
Federal payroll taxes payable | 1,865 | 4,449 |
Accrued interest payable | 169 | 338 |
Accrued legal | 2,790 | 375 |
Right-of-Use-Liabilities | 467 | |
All other accruals | 3,667 | 5,425 |
Accrued and other current liabilities | $ 15,412 | $ 17,621 |
Accrued and Other Current Lia_4
Accrued and Other Current Liabilities - Schedule of Components of Accrued Expenses and Other Current Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 |
Accrued And Other Current Liabilities [Line Items] | ||
Right-of-use assets | $ 700 | |
Lease liabilities | 700 | |
Right-of-use liabilities | 467 | |
ASU 842 | ||
Accrued And Other Current Liabilities [Line Items] | ||
Right-of-use assets | $ 700 | |
Lease liabilities | $ 700 | |
Accrued and Other Current Liabilities | ||
Accrued And Other Current Liabilities [Line Items] | ||
Right-of-use liabilities | 400 | |
Current lease liabilities | $ 400 |
Credit Facility,Term Loans and
Credit Facility,Term Loans and Warrants - Additional Information (Details) | Mar. 22, 2022USD ($) | Mar. 01, 2022USD ($)$ / sharesshares | Dec. 31, 2021USD ($)$ / shares | Dec. 22, 2021USD ($)$ / sharesshares | Sep. 22, 2021USD ($)TradingDay$ / sharesshares | Aug. 09, 2021USD ($)$ / sharesshares | Apr. 08, 2021USD ($)shares | Feb. 02, 2021USD ($) | Dec. 01, 2020USD ($)Installment | Mar. 31, 2022USD ($)$ / shares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($)$ / shares | Sep. 23, 2021shares | Aug. 11, 2021USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment | $ (2,000,000) | $ (2,012,000) | $ 138,900,000 | |||||||||||
Common stock shares issued | shares | 2,666,667 | |||||||||||||
Accounts receivable, net | $ 65,000,000 | |||||||||||||
Cash and cash equivalents | $ 44,281,000 | $ 34,995,000 | ||||||||||||
Warrants exercise period after resale | 60 days | |||||||||||||
Repaying of term loan | 5,400,000 | |||||||||||||
Common stock, par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||
Proceeds from warrant exercise | 8,939,000 | |||||||||||||
Change in fair value of these warrants | $ 1,879,000 | $ 30,202,000 | ||||||||||||
Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Increase minimum cash threshold covenant | $ 15,000,000 | |||||||||||||
Cash and cash equivalents | 30,000,000 | |||||||||||||
Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Increase minimum cash threshold covenant | 30,000,000 | |||||||||||||
Restricted Stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment | 4,100,000 | |||||||||||||
February Warrant, Penny Warrant and Additional Warrant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Reclassification from a liability to component of equity | 80,000,000 | |||||||||||||
Reclassification from a component of equity to liability | 21,300,000 | |||||||||||||
MidCap Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Gross proceeds received | $ 27,600,000 | |||||||||||||
Aggregate principal amount | $ 110,000,000 | |||||||||||||
Warrants to purchase shares | shares | 200,000 | |||||||||||||
Credit facility maximum borrowing amount | $ 40,000,000 | $ 25,000,000 | ||||||||||||
Warrants to purchase shares, exercise price | $ / shares | $ 4.70 | $ 4.70 | ||||||||||||
Available balance of credit facility | $ 0 | $ 3,600,000 | $ 0 | |||||||||||
Debt offset against and expense over the term | 3 years | |||||||||||||
Common stock, par value | $ / shares | $ 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 | $ 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 | |||||||||||||
2021 Private Placement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Gross proceeds received | $ 14,800,000 | |||||||||||||
Warrant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Initial liability on issuance | $ 19,000,000 | |||||||||||||
Change in fair value of these warrants | 1,900,000 | |||||||||||||
Warrant liability | $ 20,900,000 | |||||||||||||
Securities Purchase Agreement | Common Stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants to purchase shares | shares | 4,827,242 | |||||||||||||
Number of common shares issued | shares | 6,436,322 | |||||||||||||
Securities Purchase Agreement | Common Stock Warrant | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants to purchase shares | shares | 2,260,388 | |||||||||||||
Share price | $ / shares | $ 2.91 | |||||||||||||
Proceeds from warrant exercise | $ 27,500,000 | |||||||||||||
Securities Purchase Agreement | Common Stock Warrant | Pre-Funded Warrants | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants to purchase shares | shares | 3,013,850 | |||||||||||||
Share price | $ / shares | $ 2.9099 | |||||||||||||
April Letter Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Common stock shares issued | shares | 130,000 | |||||||||||||
SPA Amendment | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrant amendment description | The Warrant Amendments amended the February Warrant, the Penny Warrant and the Additional Warrant to amend the definition of “Black Scholes Value” in each warrant to provide that the expected volatility used in the Black Scholes Value shall equal 100% instead of the greater of 100% and the 100-day volatility obtained from the HVT function on Bloomberg (determined utilizing a 365-day annualization factor) as of the trading day immediately following the public announcement of a Change of Control (as defined in each of the warrants), or, if the Change of Control is not publicly announced, the date the Change of Control is consummated. | |||||||||||||
High Trail Loan December 2020 Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Short-term Debt, Refinanced, Amount | $ 15,000,000 | |||||||||||||
Gross proceeds received | 38,000,000 | |||||||||||||
Aggregate principal amount | $ 43,000,000 | |||||||||||||
Number of repayment installments | Installment | 24 | |||||||||||||
Line of credit facility, frequency of payments | monthly | |||||||||||||
Cash payments | $ 1,800,000 | |||||||||||||
High Trail February 2021 Note | 0% Coupon Senior Secured Promissory Note | Investor | Securities Purchase Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount | $ 16,500,000 | |||||||||||||
Interest rate | 0.00% | |||||||||||||
Maturity date | Feb. 1, 2023 | |||||||||||||
High Trail Loans | Securities Purchase Agreement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Cash payments | $ 57,700,000 | |||||||||||||
High Trail Loans | Securities Purchase Agreement | Common Stock | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Warrants to purchase shares | shares | 2,259,166 | |||||||||||||
High Trail Loans | Senior Secured Promissory Notes | Securities Purchase Agreement | 2021 Private Placement | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 8.00% | |||||||||||||
Maturity date | Apr. 8, 2024 | |||||||||||||
Aggregate principal amount | $ 110,000,000 | |||||||||||||
High Trail April 2021 Note | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment | $ 28,200,000 | |||||||||||||
Event of default description | On August 9, 2021, pursuant to those certain Letter Agreements entered into between the Company and High Trail with respect to each of the April 2021 Notes (collectively, the “August Letter Agreements”), High Trail notified the Company that High Trail declared an event of default under the April 2021 Notes as a result of the Company’s Adjusted EBITDA (as defined in the April 2021 Notes) not being equal to at least $12 million for the 12 month period ended June 30, 2021 and further notified the Company that High Trail immediately accelerated a total of $18.7 million of the principal amount of the April 2021 Notes, requiring the Company to immediately pay $21.5 million (such amount equal to 115% of the principal amount that was accelerated, as required under the terms of the April 2021 Notes, plus $0.3 million of accrued but unpaid interest on the principal amount that was accelerated) (the “Current Event of Default Acceleration Amount”). | |||||||||||||
Accelerated principal amount | 18,700,000 | |||||||||||||
Debt instrument redemption amount | $ 21,500,000 | |||||||||||||
Debt instrument redemption price percentage | 115.00% | |||||||||||||
Accrued, Unpaid interest | $ 300,000 | |||||||||||||
Base percentage used to calculate current event of default acceleration | 0.80 | |||||||||||||
Description of current event of default acceleration payment | Pursuant to the August Letter Agreements, the Company agreed, among other things, to pay the Current Event of Default Acceleration Amount in cash by August 9, 2021 and that any portion not paid in cash would be paid in shares of the Company’s common stock under the terms of the April 2021 Notes, with the number of shares issuable equal to the unpaid Current Event of Default Acceleration Amount divided by 80% of the lesser of (i) the Daily VWAP (as defined in the April 2021 Notes) on August 9, 2021 and (ii) the average of the lowest two (2) Daily VWAPs during the ten (10) day VWAP trading period ending on August 9, 2021. | |||||||||||||
High Trail April 2021 Note | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument default amount | $ 12,000,000 | |||||||||||||
High Trail April 2021 Note | Letter Agreements | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Base percentage used to calculate current event of default acceleration | 0.80 | |||||||||||||
Payment in cash of current event of default acceleration amount | $ 10,100,000 | |||||||||||||
Payment in shares of current event of default acceleration amount | $ 11,700,000 | $ 11,700,000 | ||||||||||||
Payment in shares of current event of default acceleration shares | shares | 2,841,251 | |||||||||||||
Share price | $ / shares | $ 4.1007 | |||||||||||||
High Trail Debt | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maturity date | Apr. 1, 2023 | |||||||||||||
Loss on extinguishment | 2,500,000 | $ 2,500,000 | ||||||||||||
Accelerated principal amount | $ 66,300,000 | |||||||||||||
Debt instrument redemption amount | $ 76,900,000 | |||||||||||||
Debt instrument redemption price percentage | 115.00% | |||||||||||||
Accrued, Unpaid interest | $ 300,000 | |||||||||||||
Base percentage used to calculate current event of default acceleration | 0.80 | |||||||||||||
Warrant exercisable to common stock percentage | 200.00% | |||||||||||||
Warrants consecutive trading days | TradingDay | 20 | |||||||||||||
Warrants to purchase shares, exercise price | $ / shares | $ 0.01 | |||||||||||||
Common stock issued subject to satisfy obligation to repay acceleration amount | shares | 3,474,814 | 5,838,096 | ||||||||||||
Notes extinguished in exchange for debt repayment | $ 25,000,000 | |||||||||||||
Repaying of term loan | 25,000,000 | |||||||||||||
High Trail Debt | High Trail Debt Repayment | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment | 107,000,000 | |||||||||||||
High Trail Debt | High Trail April 2021 Notes Repayment | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment | 28,200,000 | |||||||||||||
High Trail Debt | High Trail Term Loan | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Available balance of credit facility | $ 25,000,000 | 25,000,000 | ||||||||||||
High Trail Debt | Credit Facility | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Loss on extinguishment | $ 1,500,000 | |||||||||||||
High Trail Debt | Minimum | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Increase minimum cash threshold covenant | $ 15,000,000 | |||||||||||||
Beneficial ownership limit, percentage | 9.99% | |||||||||||||
High Trail Debt | Maximum [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Increase minimum cash threshold covenant | $ 30,000,000 |
Credit Facility,Term Loans an_2
Credit Facility,Term Loans and Warrants - Schedule of Credit Facility (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Total MidCap Credit Facility – December 2021 | $ 29,463 | $ 32,845 |
MidCap Credit Facility | ||
Debt Instrument [Line Items] | ||
MidCap Credit Facility – December 2021 | 30,632 | 34,119 |
Less: deferred debt issuance costs | (634) | (691) |
Less: discount associated with issuance of warrants | (535) | (583) |
Total MidCap Credit Facility – December 2021 | $ 29,463 | $ 32,845 |
Credit Facility,Term Loans an_3
Credit Facility,Term Loans and Warrants - Schedule of Interest Expense, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Interest expense | $ 802 | $ 4,753 |
Interest income | (333) | |
Total Interest expense, net | $ 802 | $ 4,420 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) | 3 Months Ended |
Mar. 31, 2022USD ($)shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Options exercisable period | 10 years |
Total unrecognized compensation expense related to unvested options, expects to recognize over estimated weighted average period | 4 months 24 days |
Maximum [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Total unrecognized compensation expense related to unvested options | $ | $ 100,000 |
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 | 2 years 2 months 4 days |
Total unrecognized compensation expense related to unvested shares of restricted common stock | $ | $ 16,200,000 |
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 | 25.00% |
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 | 75.00% |
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 | 60,509 |
2018 Plan | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares reserved for future issuance | 387,943 |
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 | 70.00% |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options Outstanding, Number of Options, Shares, Beginning Balance | 522,905 | |
Options Outstanding, Number of Options, Canceled, Shares | (2,492) | |
Options Outstanding, Number of Options, Shares, Ending Balance | 520,413 | 522,905 |
Options Outstanding, Number of Options Exercisable, Shares, as of March 31, 2022 | 520,065 | |
Options Outstanding, Number of Options, Vested and expected to vest, Shares as of March 31, 2022 | 520,413 | |
Options Outstanding, Weighted Average Exercise Price, Beginning Balance | $ 9.25 | |
Options Outstanding, Weighted Average Exercise Price, Canceled | 9.72 | |
Options Outstanding, Weighted Average Exercise Price, Ending Balance | 9.25 | $ 9.25 |
Options Outstanding, Weighted Average Exercise Price, Exercisable as of March 31, 2022 | 9.25 | |
Options Outstanding, Weighted Average Exercise Price, Vested and expected to vest as of March 31, 2022 | $ 9.25 | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years) | 4 years 8 months 12 days | 6 years 9 months 7 days |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Exercisable as of March 31, 2022 | 4 years 8 months 12 days | |
Options Outstanding, Weighted Average Remaining Contractual Life (Years), Vested and expected to vest as of March 31, 2022 | 4 years 8 months 12 days | |
Options Outstanding, Aggregate Intrinsic Value, Beginning Balance | $ 25,971 | |
Options Outstanding, Aggregate Intrinsic Value, Ending Balance | 25,971 | $ 25,971 |
Options Outstanding, Aggregate Intrinsic Value, Exercisable as of March 31, 2022 | 25,971 | |
Options Outstanding, Aggregate Intrinsic Value, Vested and expected to vest as of March 31, 2022 | $ 25,971 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Restricted Stock Award Activity (Details) - Restricted Stock | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Shares, Nonvested at January 1, 2022 | shares | 2,106,180 |
Shares, Granted | shares | 155,456 |
Shares, Vested | shares | (519,246) |
Shares, Forfeited | shares | (193,594) |
Shares, Nonvested at March 31, 2022 | shares | 1,548,796 |
Weighted Average Grant-Date Fair Value, Nonvested at January 1, 2022 | $ / shares | $ 14.94 |
Weighted Average Grant-Date Fair Value, Granted | $ / shares | 3.48 |
Weighted Average Grant-Date Fair Value, Vested | $ / shares | 9.17 |
Weighted Average Grant-Date Fair Value, Forfeited | $ / shares | 16.02 |
Weighted Average Grant-Date Fair Value, Nonvested at March 31, 2022 | $ / shares | $ 13.70 |
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, 2022 | Mar. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,865 | $ 6,899 |
Sales and Distribution Expenses | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 347 | 955 |
Research and Development Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | 274 | 883 |
General and Administrative Expense | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 2,244 | $ 5,061 |
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, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Net loss | $ (42,776) | $ (82,553) |
Weighted-average number of shares outstanding used in computing net loss per share, basic and diluted | 55,141,448 | 26,225,383 |
Net loss per share, basic and diluted | $ (0.78) | $ (3.15) |
Anti-dilutive shares excluded from computation of net loss per share (in shares) | 6,009,126 | 5,943,489 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) $ in Thousands | Mar. 22, 2022USD ($)shares | Jun. 10, 2021USD ($)shares | May 02, 2021USD ($)Installment | Apr. 30, 2022USD ($) | Mar. 31, 2022USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2021USD ($) | May 04, 2022USD ($) | Nov. 30, 2021USD ($) | Sep. 30, 2021USD ($) | May 31, 2021USD ($) |
Commitment And Contingencies [Line Items] | |||||||||||
Sales tax payable current | $ 895 | $ 678 | $ 678 | ||||||||
Issuance of common stock for settlement of seller note | shares | 292,887 | ||||||||||
Gain on extinguishment of seller note | $ 2,000 | $ 2,012 | (138,900) | ||||||||
Settlement Agreement | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Agreement date | May 2, 2021 | ||||||||||
Payment to suppliers | $ 3,000 | ||||||||||
Number of installments | Installment | 3 | ||||||||||
Settlement Agreement | Prepaid Expenses and Other Current Assets | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Prepaid asset | 4,100 | 4,100 | |||||||||
Securities Class Action | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Litigation settlement | $ 1,300 | ||||||||||
Securities Class Action | Subsequent Event | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Litigation settlement amount payable | $ 1,300 | ||||||||||
Securities Purchase Agreement | Sabby Volatility Warrant Master Fund Ltd | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Number of common shares issued | shares | 400,000 | ||||||||||
Sale of stock, value of shares issued in transaction | $ 6,000 | ||||||||||
Securities Purchase Agreement | Subsequent Event | Mueller Austria | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Litigation settlement | $ 800 | ||||||||||
Litigation settlement in cash | 500 | ||||||||||
Litigation settlement coupons awarded | $ 300 | ||||||||||
First Payment | Settlement Agreement | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Payment to suppliers | $ 1,000 | ||||||||||
Settlement received | $ 1,000 | ||||||||||
Second Payment | Settlement Agreement | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Payment to suppliers | $ 1,000 | ||||||||||
Third Payment | Settlement Agreement | |||||||||||
Commitment And Contingencies [Line Items] | |||||||||||
Payment to suppliers | $ 1,000 |
Acquisition - Additional Inform
Acquisition - Additional Information (Details) $ / shares in Units, $ in Thousands | May 06, 2021USD ($) | May 05, 2021USD ($)shares | Feb. 02, 2021USD ($)shares | Dec. 01, 2020USD ($)$ / sharesshares | Nov. 30, 2021USD ($) | Mar. 31, 2022USD ($)$ / sharesshares | Mar. 31, 2021USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2022USD ($) | Dec. 31, 2020USD ($) |
Business Acquisition [Line Items] | ||||||||||
Business acquisition, earn-out payments | $ 3,800 | $ 3,750 | ||||||||
Common stock issued | $ 6 | 5 | ||||||||
Change in fair value of contingent earn-out liabilities | (2,775) | $ 15,645 | ||||||||
Remaining earn-out liability | 6,448 | 9,223 | $ 22,531 | |||||||
Business combination, contingent consideration earn out amount | 6,448 | 9,223 | 22,531 | |||||||
Healing Solutions LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment in cash | $ 15,300 | |||||||||
Business acquisition shares issued/issuable | shares | 1,387,759 | |||||||||
Withheld of cash purchase price to serve collateral for sellers payment | $ 2,000 | |||||||||
Withheld of cash purchase price payment period | within 60 days of the Closing Date | |||||||||
Business combination, acquired receivables, description | The shares will be issued to Healing Solutions following the final determination of inventory values pursuant to the terms of the Asset Purchase Agreement, which determination is expected to occur approximately nine to ten months following the Closing Date and such shares will be subject to vesting restrictions which will lapse on the date that is the one-year anniversary after the Closing Date. | |||||||||
Business acquisition, inventory acquired | $ 5,285 | |||||||||
Business acquisition, earn-out payments | 3,750 | |||||||||
Cash purchase price | 15,280 | |||||||||
Acquisition date, initial fair value anoint of earn-out payment | $ 16,500 | |||||||||
Business combination contingent consideration earnout fair value | $ 1,400 | |||||||||
Remaining earn-out liability | 0 | |||||||||
Business combination, contingent consideration earn out amount | 0 | |||||||||
Squatty Potty, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment in cash | $ 19,000 | |||||||||
Business acquisition, inventory acquired | 1,100 | |||||||||
Business acquisition, earn-out payments | 4,000 | |||||||||
Business acquisition, payment for transition services | 8,000 | |||||||||
Cash purchase price | 19,040 | |||||||||
Acquisition date, initial fair value anoint of earn-out payment | $ 3,500 | |||||||||
Business combination contingent consideration earnout fair value | 4,000 | |||||||||
Remaining earn-out liability | 3,983 | 3,983 | ||||||||
Business combination, contingent consideration earn out amount | 3,983 | 3,983 | ||||||||
Photo Paper Direct Ltd. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payment in cash | $ 8,300 | |||||||||
Business acquisition shares issued/issuable | shares | 704,548 | |||||||||
Business acquisition, earn-out payments | 6,000 | |||||||||
Cash purchase price | $ 8,293 | |||||||||
Common stock issued | 2,000 | |||||||||
Acquisition date, initial fair value anoint of earn-out payment | $ 900 | |||||||||
Business combination contingent consideration earnout fair value | 0 | |||||||||
Photo Paper Direct Ltd. | Inventory and Other Working Capital Assets, Including Cash on Hand | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition, assets acquired | 5,400 | |||||||||
Cash purchase price | $ 3,000 | |||||||||
Smash Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition shares issued/issuable | shares | 4,220,000 | |||||||||
Total consideration | $ 25,000 | |||||||||
Shares issued, price per share | $ / shares | $ 6.89 | |||||||||
Value of certain inventory | $ 15,600 | |||||||||
Acquisition date, initial fair value anoint of earn-out payment | 5,200 | |||||||||
Remaining earn-out liability | 2,465 | 5,240 | 22,531 | |||||||
Business combination, contingent consideration earn out amount | $ 2,465 | 5,240 | $ 22,531 | |||||||
Smash Assets | Sellers Brokers | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition shares issued/issuable | shares | 164,000 | |||||||||
Common Stock | Healing Solutions LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition shares issued/issuable | shares | 1,387,759 | |||||||||
Entitled to receive number of shares of common stock | shares | 170,042 | |||||||||
Common Stock | Healing Solutions LLC | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Entitled to receive number of shares of common stock | shares | 280,000 | |||||||||
Common Stock | Photo Paper Direct Ltd. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition shares issued/issuable | shares | 704,500 | |||||||||
After 15 Months Following Closing Date | Healing Solutions LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition shares issued/issuable | shares | 0 | |||||||||
After 15 Months Following Closing Date | Common Stock | Healing Solutions LLC | Maximum [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Entitled to receive number of shares of common stock | shares | 528,670 | |||||||||
Year One Earn-Out | Smash Assets | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination contingent consideration contribution margin ratio | 1.67 | |||||||||
Business combination contingent consideration earn out margin | $ / shares | $ 1 | |||||||||
Business combination, contingent consideration earn out amount, minimum | $ 15,500 | |||||||||
Business combination, contingent consideration earn out amount, maximum | 18,500 | |||||||||
Business combination contingent consideration arrangements earn out maximum | 5,000 | |||||||||
Business combination contingent consideration earnout fair value | 2,500 | |||||||||
Change in fair value of contingent earn-out liabilities | $ 2,800 | |||||||||
Year Two Earn-Out | Smash Assets | Forecast | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, contingent consideration earn out amount, maximum | $ 15,500 | |||||||||
Business combination contingent consideration earn out generated amount | 500 | |||||||||
Business combination contingent consideration subject to cap | 27,500 | |||||||||
Business combination contingent consideration entitled to receive amount in cash equal to shares | $ 100 | |||||||||
Nine Months Following Closing Date | Healing Solutions LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition shares issued/issuable | shares | 528,670 | |||||||||
After Nine Months But Before 12 Months Following Closing Date | Healing Solutions LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition shares issued/issuable | shares | 396,502 | |||||||||
After12 Months But Before 15 Months Following Closing Date | Healing Solutions LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business acquisition shares issued/issuable | shares | 264,335 | |||||||||
Event Occurs in 12 Months Ending 12/31/2021 | Squatty Potty, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, contingent consideration earn out amount, maximum | 3,900 | |||||||||
Event Occurs in Six Months Following Closing Date | Squatty Potty, LLC | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Remaining earn-out liability | 3,900 | |||||||||
Business combination, contingent consideration earn out amount | $ 3,900 |
Acquisition - Allocation of Pur
Acquisition - Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date (Details) - USD ($) $ in Thousands | May 05, 2021 | Feb. 02, 2021 |
Healing Solutions LLC | ||
Business Acquisition [Line Items] | ||
Cash purchase price | $ 15,280 | |
Shares of common stock issued | 39,454 | |
Inventory | 5,285 | |
Estimated earnout liability | 11,273 | |
Total consideration to be paid | $ 71,292 | |
Squatty Potty, LLC | ||
Business Acquisition [Line Items] | ||
Cash purchase price | $ 19,040 | |
Inventory | 1,100 | |
Estimated earnout liability | 3,502 | |
Transition services payments | 8,231 | |
Total consideration to be paid | 30,773 | |
Photo Paper Direct Ltd. | ||
Business Acquisition [Line Items] | ||
Cash purchase price | 8,293 | |
Shares of common stock issued | 11,075 | |
Estimated earnout liability | 911 | |
Working capital adjustment | 5,338 | |
Total consideration to be paid | $ 25,617 |
Acquisition - Allocation of P_2
Acquisition - Allocation of Purchase Price to Assets Acquired and Liabilities Assumed Based on Estimated Fair Values at Acquisition Date (Parenthetical) (Details) - shares | May 05, 2021 | Feb. 02, 2021 |
Healing Solutions LLC | ||
Business Acquisition [Line Items] | ||
Business acquisition shares issued | 1,387,759 | |
Photo Paper Direct Ltd. | ||
Business Acquisition [Line Items] | ||
Business acquisition shares issued | 704,548 |
Acquisition - Amounts Assigned
Acquisition - Amounts Assigned to Goodwill and Major Intangibles Asset Classifications (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | May 05, 2021 | Feb. 02, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 90,921 | $ 119,941 | ||
Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 39,975 | |||
Net assets acquired | 71,292 | |||
Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 16,872 | |||
Net assets acquired | 30,773 | |||
Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Goodwill | 15,774 | |||
Net assets acquired | 25,617 | |||
Deferred tax liability | (1,481) | |||
Inventory | Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 8,215 | |||
Inventory | Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 1,471 | |||
Inventory | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 2,846 | |||
Working Capital | Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 202 | |||
Working Capital | Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 230 | |||
Working Capital | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 2,144 | |||
Trademarks | Healing Solutions LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 22,900 | |||
Trademarks | Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 6,500 | |||
Trademarks | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 5,400 | |||
Customer Relationships | Squatty Potty, LLC | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 5,700 | |||
PP&E | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | 86 | |||
Real Property | Photo Paper Direct Ltd. | ||||
Business Acquisition [Line Items] | ||||
Intangible assets | $ 848 |
Acquisition - Amounts Assigne_2
Acquisition - Amounts Assigned to Goodwill and Major Intangibles Asset Classifications (Parenthetical) (Details) - USD ($) $ in Thousands | May 06, 2021 | Feb. 02, 2021 | May 05, 2021 |
Photo Paper Direct Ltd. | |||
Business Acquisition [Line Items] | |||
Deferred tax liability | $ 1,481 | ||
Trademarks | Healing Solutions LLC | |||
Business Acquisition [Line Items] | |||
Useful life (in years) | 10 years | ||
Trademarks | Squatty Potty, LLC | |||
Business Acquisition [Line Items] | |||
Useful life (in years) | 10 years | ||
Trademarks | Photo Paper Direct Ltd. | |||
Business Acquisition [Line Items] | |||
Useful life (in years) | 10 years |
Acquisition - Pro Forma Informa
Acquisition - Pro Forma Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
NET REVENUE | $ 41,673 | $ 48,136 |
Net revenue pro forma | 52,736 | |
Operating loss as reported | $ (36,297) | (27,751) |
Operating loss pro forma | (27,369) | |
Healing Solutions LLC | ||
Business Acquisition [Line Items] | ||
NET REVENUE | 8,500 | |
Healing Solutions net revenue | 4,600 | |
Operating loss as reported | 1,300 | |
Healing Solutions operating income | $ 382 |
Acquisition - Pro Forma Infor_2
Acquisition - Pro Forma Information (Parenthetical) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition [Line Items] | ||
NET REVENUE | $ 41,673 | $ 48,136 |
Operating loss as reported | $ (36,297) | (27,751) |
Healing Solutions LLC | ||
Business Acquisition [Line Items] | ||
NET REVENUE | 8,500 | |
Operating loss as reported | $ 1,300 |
Acquisition - Summary of Change
Acquisition - Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Nov. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | |||
Business combination, contingent consideration earn-out amount | $ 9,223 | $ 22,531 | |
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares | 20,971 | ||
Change in fair value of contingent earn-out liabilities | (2,775) | (30,529) | |
Payment of contingent earn-out liability | $ (3,800) | (3,750) | |
Business combination, contingent consideration earn-out amount | 6,448 | 9,223 | |
Smash Assets | |||
Business Acquisition [Line Items] | |||
Business combination, contingent consideration earn-out amount | 5,240 | 22,531 | |
Change in fair value of contingent earn-out liabilities | (2,775) | (17,291) | |
Business combination, contingent consideration earn-out amount | 2,465 | 5,240 | |
Healing Solutions LLC | |||
Business Acquisition [Line Items] | |||
Business combination, contingent consideration earn-out amount | 0 | ||
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares | 16,558 | ||
Change in fair value of contingent earn-out liabilities | (12,808) | ||
Payment of contingent earn-out liability | (3,750) | ||
Business combination, contingent consideration earn-out amount | 0 | ||
Squatty Potty, LLC | |||
Business Acquisition [Line Items] | |||
Business combination, contingent consideration earn-out amount | 3,983 | ||
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares | 3,502 | ||
Change in fair value of contingent earn-out liabilities | 481 | ||
Payment of contingent earn-out liability | (4,000) | ||
Business combination, contingent consideration earn-out amount | $ 3,983 | 3,983 | |
Photo Paper Direct Ltd. | |||
Business Acquisition [Line Items] | |||
Acquisition date fair value of contingent earn-out liabilities and inventory to be settled in shares | 911 | ||
Change in fair value of contingent earn-out liabilities | (911) | ||
Payment of contingent earn-out liability | $ (6,000) |
Acquisition - Summary of Chan_2
Acquisition - Summary of Changes in Carrying Value of Estimated Contingent Earn-Out Liabilities (Parenthetical) (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended |
Nov. 30, 2021 | Dec. 31, 2021 | |
Business Combinations [Abstract] | ||
Business acquisition, earn-out payments | $ 3,800 | $ 3,750 |
Common stock earn-out payments | $ 1,400 | |
Settlement charge of contingent earn-out liability | $ 4,200 |
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, 2022 | Dec. 31, 2021 | |
Disclosure Of Goodwill And Intangible Assets [Line Items] | ||
Net Book Value | $ 90,921 | $ 119,941 |
Gross Carrying Amount | 72,444 | 31,944 |
Additions | 40,500 | |
Gross Carrying Amount | 72,444 | 72,444 |
Impairment loss on goodwill | 29,020 | |
Accumulated Amortization | (9,233) | (7,489) |
Net Book Value | 63,211 | 64,955 |
Trademarks | ||
Disclosure Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 65,910 | 31,810 |
Additions | 34,100 | |
Gross Carrying Amount | 65,910 | 65,910 |
Accumulated Amortization | (7,925) | (6,332) |
Net Book Value | 57,985 | 59,578 |
Non-Competition Agreement | ||
Disclosure Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 111 | 111 |
Gross Carrying Amount | 111 | 111 |
Accumulated Amortization | (63) | (54) |
Net Book Value | 48 | 57 |
Transition Services Agreement | ||
Disclosure Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 23 | 23 |
Gross Carrying Amount | 23 | 23 |
Accumulated Amortization | (23) | (23) |
Customer Relationships | ||
Disclosure Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 5,700 | |
Additions | 5,700 | |
Gross Carrying Amount | 5,700 | 5,700 |
Accumulated Amortization | (522) | (380) |
Net Book Value | 5,178 | 5,320 |
Other | ||
Disclosure Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 700 | |
Additions | 700 | |
Gross Carrying Amount | 700 | 700 |
Accumulated Amortization | (700) | (700) |
Goodwill | ||
Disclosure Of Goodwill And Intangible Assets [Line Items] | ||
Gross Carrying Amount | 119,941 | 47,318 |
Additions | 72,623 | |
Gross Carrying Amount | 119,941 | 119,941 |
Goodwill Impairments | (29,020) | |
Net Book Value | $ 90,921 | $ 119,941 |
Goodwill and Intangibles - Su_2
Goodwill and Intangibles - Summary of Changes in Goodwill and Intangible Assets (Parenthetical) (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Impairment loss on goodwill | $ 29,020 |
Goodwill and Intangibles - Su_3
Goodwill and Intangibles - Summary of Estimated Aggregate Amortization Expense of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Remainder of 2022 | $ 5,484 | |
2023 | 7,214 | |
2024 | 7,171 | |
2025 | 7,130 | |
2026 | 7,130 | |
Thereafter | 29,082 | |
Total | $ 63,211 | $ 64,955 |