Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Winc, Inc. | ||
Entity Central Index Key | 0001782627 | ||
Entity Tax Identification Number | 45-2988960 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity File Number | 001-41055 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 1751 Berkeley St, Studio 3 | ||
Entity Address, City or Town | Santa Monica | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 90404 | ||
City Area Code | 800 | ||
Local Phone Number | 297-1760 | ||
Trading Symbol | WBEV | ||
Title of 12(b) Security | Common Stock, $0.0001 par value per share | ||
Security Exchange Name | NYSEAMER | ||
Entity Public Float | $ 0 | ||
Entity Common Stock, Shares Outstanding | 13,213,378 | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's definitive Proxy Statement relating to the 2022 Annual Meeting of Stockholders are incorporated herein by references in Part III of this Annual Report on Form 10-K to the extent stated herein. Such definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days of the registrant's fiscal year ended December 31, 2021. Except with respect to information specifically incorporated by reference in this Annual Report on Form 10-K, such proxy statement is not deemed to be filed as part hereof. | ||
Auditor Name | BAKER TILLY US, LLP | ||
Auditor Location | Los Angeles, California | ||
Auditor Firm ID | 23 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 4,883 | $ 7,008 |
Accounts receivable, net of allowance for doubtful accounts and sales returns of $0.2 million as of both years ending December 31, 2021 and 2020 | 2,575 | 1,505 |
Inventory | 23,888 | 11,880 |
Prepaid expenses and other current assets | 6,887 | 3,046 |
Total current assets | 38,233 | 23,439 |
Property and equipment, net | 496 | 166 |
Intangible assets, net | 11,537 | 488 |
Other assets | 122 | 131 |
Total assets | 50,388 | 24,224 |
Current liabilities: | ||
Accounts payable | 4,040 | 3,673 |
Accrued liabilities | 6,762 | 4,759 |
Contract liabilities | 12,127 | 8,691 |
Short-term early exercise stock option liabilities | 922 | 75 |
Current portion of long-term debt | 0 | 1,526 |
Total current liabilities | 23,851 | 18,724 |
Deferred rent | 147 | 223 |
Warrant liabilities | 0 | 1,067 |
Paycheck Protection Program note payable | 0 | 1,364 |
Long-term debt, net | 0 | 812 |
Long-term early exercise stock option liabilities | 839 | 0 |
Other liabilities | 2,069 | 421 |
Total liabilities | 26,906 | 22,611 |
Commitments and contingencies (Note 12) | ||
Redeemable convertible preferred stock, $0.0001 par value, zero and 71,512,354 shares authorized, zero and 7,266,986 shares issued and outstanding, aggregate liquidation preference of zero and $71,746 as of December 31, 2021 and 2020, respectively | 0 | 56,462 |
Stockholders' deficit: | ||
Common stock, $0.0001 par value, 300,000,000 and 106,910,000 shares authorized as of December 31, 2021 and 2020, respectively, 13,233,608 and 945,794, shares issued and outstanding as of December 31, 2021 and 2020, respectively | 2 | 1 |
Preferred stock, par value $0.0001 per share; 10,000,000 and zero shares authorized as of December31, 2021 and 2020, respectively, zero shares issued and outstanding as of both December 31, 2021 and 2020 | 0 | 0 |
Treasury stock (168,750 shares outstanding as of both December 31, 2021 and 2020) | (7) | (7) |
Additional paid-in capital | 95,207 | 2,229 |
Accumulated deficit | (71,720) | (57,072) |
Total stockholders' deficit | 23,482 | (54,849) |
Total liabilities, redeemable convertible preferred stock, and stockholders' deficit | $ 50,388 | $ 24,224 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 200 | $ 200 |
Temporary equity, par value | $ 0.0001 | $ 0.0001 |
Temporary equity, shares authorized | 0 | 71,512,354 |
Temporary equity, shares issued | 0 | 7,266,986 |
Redeemable Convertible Preferred Stock, Begging Balance, Shares | 0 | 7,266,986 |
Temporary equity, liquidation preference | $ 0 | $ 71,746 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 106,910,000 |
Common stock, shares issued | 13,214,612 | 945,794 |
Common stock, shares outstanding | 13,214,612 | 945,794 |
Preferred Stock Par Or Stated Value Per Share | $ 0.0001 | |
Preferred Stock Shares Authorized | 10,000,000 | 0 |
Preferred Stock Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Treasury stock, common shares | 168,750 | 168,750 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenues | $ 72,069 | $ 64,707 |
Cost of revenues | 41,944 | 38,352 |
Gross profit | 30,125 | 26,355 |
Operating expenses: | ||
Marketing | 17,516 | 17,388 |
Personnel | 15,500 | 7,582 |
General and administrative | 13,214 | 7,545 |
Production and operation | 318 | 169 |
Creative development | 374 | 83 |
Total operating expenses | 46,922 | 32,767 |
Loss from operations | (16,797) | (6,412) |
Other income (expense) | ||
Interest expense | (654) | (834) |
Income (expense) from change in fair value of warrant liabilities | 388 | (208) |
Other income (expense), net | 1,101 | 523 |
Gain on debt forgiveness - from Paycheck Protection Program note payable | 1,364 | |
Total other income (expense), net | 2,199 | (519) |
Loss before provision for income taxes | (14,598) | (6,931) |
Income tax expense | 50 | 27 |
Net loss | $ (14,648) | $ (6,958) |
Net loss per common share: | ||
Basic and diluted | $ (4.42) | $ (7.80) |
Weighted-average common shares outstanding: | ||
Basic and diluted | 3,312,484 | 892,333 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | IPO | Redeemable Convertible Preferred Stock | Common Stock | Common StockIPO | Treasury Stock | Promissory Notes for Common Stock Issued | Additional Paid-in Capital | Additional Paid-in CapitalIPO | Accumulated Deficit |
Beginning Balance at Dec. 31, 2019 | $ (48,184) | $ 1 | $ (7) | $ 1,936 | $ (50,114) | |||||
Beginning Balance, Shares at Dec. 31, 2019 | 889,544 | 168,750 | ||||||||
Redeemable Convertible Preferred Stock, Beginning Balance at Dec. 31, 2019 | $ 49,629 | |||||||||
Redeemable Convertible Preferred Stock, Beginning Balance, Shares at Dec. 31, 2019 | 6,401,491 | |||||||||
Stock-based compensation expense | 275 | 275 | ||||||||
Stock option exercises | $ 18 | 18 | ||||||||
Stock option exercises, Shares | 56,250 | 56,250 | ||||||||
Issuance of Series D Preferred Stock, net of issuance costs | $ 5,248 | |||||||||
Issuance of Series D Preferred Stock, net of issuance costs, Shares | 665,384 | |||||||||
Issuance of Series E Preferred Stock, net of issuance costs | $ 1,585 | |||||||||
Issuance of Series E Preferred Stock, net of issuance costs, Shares | 200,111 | |||||||||
Net loss | $ (6,958) | (6,958) | ||||||||
Ending Balance at Dec. 31, 2020 | (54,849) | $ 1 | $ (7) | $ 0 | 2,229 | (57,072) | ||||
Ending Balance, Shares at Dec. 31, 2020 | 945,794 | 168,750 | ||||||||
Redeemable Convertible Preferred Stock, Ending Balance at Dec. 31, 2020 | $ 56,462 | $ 56,462 | ||||||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Dec. 31, 2020 | 7,266,986 | 7,266,986 | ||||||||
Stock-based compensation expense | $ 1,330 | 1,330 | ||||||||
Stock option exercises | $ 1,512 | 1,512 | ||||||||
Stock option exercises, Shares | 2,124,171 | 1,936,833 | ||||||||
Vesting of early exercised stock options | $ 338 | 338 | ||||||||
Vesting of early exercised stock options, shares | 188,184 | |||||||||
Employee promissory notes issued for the exercise of stock options | 3,453 | 3,453 | ||||||||
Forgiveness of promissory notes receivable | 3,453 | 3,453 | ||||||||
Issuance of Series E Preferred Stock, net of issuance costs | $ 4,142 | |||||||||
Issuance of Series E Preferred Stock, net of issuance costs, Shares | 335,459 | |||||||||
Issuance of Series F Preferred Stock, net of issuance costs | $ 7,270 | |||||||||
Issuance of Series F Preferred Stock, net of issuance costs, Shares | 721,935 | |||||||||
Issuance of Series F Preferred Stock in connection with an acquisition | $ 1,000 | |||||||||
Issuance of Series F Preferred Stock in connection with an acquisition, Shares | 71,428 | |||||||||
Issuance of common stock in exchange for investor relations services | 536 | $ 17,675 | 536 | $ 17,675 | ||||||
Issuance of common stock in exchange for investor relations services, shares | 50,000 | 1,692,308 | ||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering | $ (68,874) | |||||||||
Conversion of redeemable convertible preferred stock to common stock upon initial public offering, shares | (8,395,808) | |||||||||
Conversion of redeemable convertible preferred stock to common stock | 68,874 | $ 1 | 68,873 | |||||||
Conversion of redeemable convertible preferred stock to common stock, shares | 8,395,808 | |||||||||
Conversion of liability classified warrants to equity | 2,625 | 2,625 | ||||||||
Exercise of warrants | 89 | 89 | ||||||||
Exercise of warrants , shares | 5,685 | |||||||||
Net loss | (14,648) | (14,648) | ||||||||
Ending Balance at Dec. 31, 2021 | 23,482 | $ 2 | $ (7) | $ 0 | $ 95,207 | $ (71,720) | ||||
Ending Balance, Shares at Dec. 31, 2021 | 13,214,612 | 168,750 | ||||||||
Redeemable Convertible Preferred Stock, Ending Balance at Dec. 31, 2021 | $ 0 | |||||||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Dec. 31, 2021 | 0 | 0 |
Consolidated Statements of Re_2
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Issuance costs | $ 2,632 | |
Series E Preferred Stock | ||
Issuance costs | 518 | $ 1,121 |
Series F Preferred Stock | ||
Issuance costs | $ 852 | |
Series D Preferred Stock | ||
Issuance costs | $ 2,285 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (14,648) | $ (6,958) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization expense | 714 | 510 |
Amortization of debt issuance costs | 161 | 251 |
Stock-based compensation | 1,330 | 275 |
(Income) expense from change in fair value of warrant liabilities | (388) | 208 |
Forgiveness of employee promissory notes | 3,492 | |
Interest income from employee promissory notes | (38) | |
Gain on debt forgiveness - from Paycheck Protection Program note payable | (1,364) | |
Issuance of common stock in exchange for investor relations | 536 | |
Bad debt expense | 311 | |
Change in operating assets and liabilities: | ||
Accounts receivable | 114 | (137) |
Inventory | (9,879) | (3,391) |
Prepaid expenses and other current assets | (4,092) | (381) |
Other assets | 243 | (43) |
Accounts payable | (1,385) | (126) |
Accrued liabilities | 440 | 2,248 |
Contract liabilities | 3,436 | 7,553 |
Deferred rent | (75) | (86) |
Other liabilities | (119) | 496 |
Net cash (used in) provided by operating activities | (21,211) | 419 |
Cash flows from investing activities | ||
Cash paid for asset acquisition | (8,758) | |
Purchase of property and equipment | (721) | (359) |
Loans for employee advances | (16) | |
Net cash used in investing activities | (9,479) | (375) |
Cash flows from financing activities | ||
Proceeds from Paycheck Protection Program note payable | 1,364 | |
Payments on line of credit, net | (6,000) | |
Repayments of long-term debt | (2,500) | (1,669) |
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 13,290 | 6,833 |
Proceeds received for the issuance of common stock | 18 | |
Proceeds from initial public offering, net of deferred costs | 17,675 | |
Proceeds from exercise of employee stock options | 100 | |
Net cash provided by (used in) financing activities | 28,565 | 546 |
Net (decrease) increase in cash | (2,125) | 590 |
Cash at beginning of period | 7,008 | 6,418 |
Cash at end of period | 4,883 | 7,008 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 287 | 597 |
Taxes paid | 91 | $ 27 |
Supplemental noncash investing and financing activities | ||
Employee promissory notes issued for the exercise of stock options | 3,453 | |
Vesting of early exercised stock options | 338 | |
Issued shares of redeemable convertible preferred stock in connection with acquisitions | 1,000 | |
Conversion of redeemable convertible preferred stock to common stock upon IPO | 68,874 | |
Deferred offering costs reclassified to additional paid-in capital | 2,632 | |
Conversion of Liability Classified Warrants to Equity upon Initial Public Offering | 2,625 | |
Exercise of warrants | $ 89 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | Note 1. Description of Business Winc, Inc. (the “Company” or “Winc”) is a Delaware corporation, which was originally incorporated on August 11, 2011. The Company is a producer of innovative alcoholic beverage products available for purchase through wholesale and direct-to-consumer (“DTC") channels. The Company’s products are available in the wholesale channel at premium retailers and restaurants throughout the country, including Wholefoods, Trader Joe’s and Target. In the DTC channel, the Company offers participation in its membership rewards program (“Insider Access”) that enables consumers to gain access to member-only pricing, emails, newsletters, special offers, and other updates to maximize their experience. Insider Access customers are charged a monthly fee in exchange for credits which the customer may redeem for the Company’s products at any time through the winc.com platform. The Company develops its products in conjunction with winemakers, vineyards, distillers and manufacturers, both domestically and internationally, which are then transported to a centralized processing and distribution facility on California’s Central Coast. |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation Basis of Presentation The accompanying consolidated financial statements of Winc and its wholly-owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are the responsibility of the Company’s management. All significant intercompany balances and transactions have been eliminated in consolidation. Initial Public Offering and Reverse Stock Split On Novemb er 11, 2021 , the Company completed its initial public offering ("IPO") through an underwritten sale of 1,692,308 shares of its common stock at a price of $ 13.00 per share. The aggregate net proceeds from the offering after deducting underwriting discounts and commissions and other offering expenses, were approximately $17.7 millio n. In advance of the IPO, on October 12, 2021, the Company’s Board of Directors and stockholders approved an 8-to-1 reverse stock split of the Company’s outstanding capital stock. Common stock par value was not affected by the reverse split. All share and per share information included in the accompanying financial statements has been adjusted to reflect this reverse stock split. Concurrent with the IPO, all then-outstanding shares of the Company's redeemable convertible preferred stock outstanding (se e Note 15) were automatically converted into an aggregate of 8,395,808 issued shares of common stock and were reclassified into permanent e quity. Following the IPO, there were no shares of redeemable convertible preferred stock outstanding. The financial statements as of December 31, 2021, including share and per share amounts, give effect to the IPO and the conversion o f the redeemable convertible preferred stock into common stock and related reclassification into permanent equity. Reclassifications Certain reclassifications have been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. These reclassifications did not impact any prior amounts of net loss or cash flows. Liquidity Matters As of December 31, 2021, the Company had $ 4.9 million of cash, an accumulated deficit of $ 71.7 million and negative cash flows from operating activities of $ 21.2 million. The Company had a net loss of $ 14.6 million during the year ended December 31, 2021. Through December 31, 2021, the Company has been dependent on debt and equity financing to fund its operations. During the year ended December 31, 2021, the Company issued and sold 714,272 shares of Series F redeemable convertible preferred stock for net proceeds of $ 7.3 million (excluding the issuance of 71,428 shares of Series F redeemable convertible preferred stock in connection with the acquisition of certain assets of Natural Merchants, Inc. – see Note 3 – and includes proceeds allocated to warrants issued in connection with the Series F offering – see Note 11) and 332,220 shares of Series E redeemable convertible preferred stock for net proceeds of $ 4.1 million. The Company issued an additional 7,663 shares and 3,239 shares to previous holders of Series F and E redeemable convertible preferred stock, respectively, upon IPO as a result of the IPO stock price being less than the original issuance price of these series of redeemable convertible preferred stock. Additionally, the Company raised $ 17.7 million from its IPO in November 2021. In connection with the Company's acquisition of certain assets of Natural Merchants, Inc in May 2021, the Company is required to pay an additional $ 4.0 million of cash payments contingent upon achieving certain performance targets during 2021 and 2022, of which up to $ 2.0 million of contingent consideration is due in June 2022. In addition, the existing revolving line of credit with Banc of California (the "BoC Line of Credit") expires in June 2022, at which time, balances accumulated since December 31, 2021 would be due. Management believes that the Company’s existing cash resources plus cash flows from operations and working capital items will be sufficient to fund operations for at least the 12 months following the issuance of these consolidated financial statements. In addition, management believes that the Company will be able to continue to obtain additional third party debt or equity financing to support future operations, if necessary. In this regard, in March 2022, the Company entered into a non-binding term sheet with a lender to provide a new credit facility providing a $ 10.0 million line of credit. The term sheet remains subject to further negotiation. However, there can be no assurance that projected revenue growth and improvement in operating results will occur or that the Company will be successful in finalizing the new line of credit agreement, or in obtaining additional third party financing, if needed. Deferred Offering Costs Costs directly related to the Company’s IPO are deferred for expense recognition and instead capitalized and recorded within other assets (non-current) on the accompanying consolidated balance sheets. These costs consist of legal fees, accounting fees, and other applicable professional services. As of December 31, 2021 and December 31, 2020, there were no deferred offering costs capitalized. Costs related to the Company's IPO were deferred until completion of the IPO on November 11, 2021, at which time $ 2.6 million of offering costs were reclassified to additional paid-in capital as a reduction of the IPO proceeds. COVID-19 Pandemic On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. In response, extraordinary actions were taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of the COVID-19 pandemic in regions throughout the world. These actions included travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Some of these measures have since been rescinded, but the Company continues to take precautionary measures in order to minimize the risk of the virus to its employees and the communities in which it operates. While the impacts of the COVID-19 pandemic generally stabilized during 2021, there remains uncertainty around the broader implications of the COVID-19 pandemic on the Company’s results of operations and overall financial performance. The COVID-19 pandemic has, to date, not had a material adverse impact on the Company's results of operations or ability to raise funds to sustain operations. The economic effects of the pandemic and resulting long-term societal changes are currently not predictable, and the future financial impacts could vary from those foreseen. Risks and uncertainties The Company’s future results of operations involve risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued demand for the Company’s products, stability of global financial markets, cybersecurity breaches and other disruptions that could compromise the Company’s information or results, business disruptions that are caused by natural disasters or pandemic events, competition from substitute products and larger companies, government regulations and oversight, patent and other types of litigation, ability to protect proprietary technology, and dependence on key individuals. Emerging growth company status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it: (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash. The Company’s cash is held by financial institutions in the United States (“U.S.”), which management believes to be financially sound, and, accordingly, minimal credit risk exists with respect to the financial institutions. At times, the Company’s deposits held in the U.S. may exceed the Federal Depository Insurance Corporation insured limits. No losses have been experienced related to such amounts. Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company determined that the CEO and President act together as the Company’s CODM. The CODM reviews financial information separately for DTC and wholesale for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in two reportable segments. See Note 16 f or disaggregated financial information by reportable segment. Business Combinations and Asset Acquisitions The Company accounts for business combinations and asset acquisitions in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations . The results of acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in acquired assets and liabilities generally being recognized at their estimated fair values on the acquisition date. In a business combination, any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. In an asset acquisition, any excess consideration over the fair value of assets acquired and liabilities assumed is allocated to the assets acquired and liabilities assumed on a relative fair value basis. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs, and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with management’s determination of the fair values of assets acquired and liabilities assumed. During the measurement period of a business combination, if new information is obtained about facts and circumstances that existed as of the acquisition date, changes in the estimated fair values of the net assets recorded may change the amount of the purchase price allocable to the excess over the fair value of assets acquired. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, fair value of financial instruments, fair value of acquired assets, revenue recognition, and stock-based compensation. Actual results may differ materially from these estimates. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable is stated as the amount billed, net of an allowance for doubtful accounts and sales returns. The Company’s allowance for doubtful accounts is adjusted periodically and is based on management's consideration of the age, nature of the past due accounts, historical losses, existing economic conditions, and specific analysis of each account. Changes in the Company’s estimate to the allowance for doubtful accounts are recorded through bad debt expense and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. Collections of previously written off accounts are recognized as an offset to bad debt expense in the period they are received. The allowance for doubtful accounts and sales returns was $ 0.2 million for both the years ended December 31, 2021 and 2020. The following table summarizes the allowance for doubtful accounts (in thousands): December 31, December 31, 2021 2020 Beginning balance $ 238 $ 272 Provision 4,009 2,667 Write-offs, net ( 4,071 ) ( 2,701 ) Ending balance $ 176 $ 238 Inventory Inventory consists primarily of finished products (ready for sale), boxes/packaging, and raw materials (juice, wine, bottles, labels, etc.) and all inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. All inventories are classified as current assets in accordance with recognized industry practice, although a portion of such inventories will be aged for periods longer than one year. The Company periodically reviews inventory for obsolete, spoiled, or slow-moving items based on prior sales, forecasted demand, and historical experience, and as of December 31, 2021 and 2020, no allowance was required. However, inventory is reduced for estimated losses related to shrinkage, which is based on historical losses verified by physical inventory counts. As of December 31, 2021 and 2020, there was no material shrinkage. Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the shorter of the lease term or the estimate useful lives of the assets. The following table presents the estimated useful lives generally assigned to each asset category: Category Useful Life Machinery and equipment 2 - 5 years Computers and server equipment 3 - 5 years Furniture and fixtures 5 years Purchased software and licenses 5 years Capitalized software 3 - 5 years Website development 2 years Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. Total repairs and maintenance amounted to $ 0.1 million for both the years ended December 31, 2021 and 2020. Impairment of Long-lived Assets The Company reviews its depreciable long-lived assets for impairment when there is evidence that events or changes in circumstances indicate that the carrying values may not be recoverable. An impairment loss may be recognized when the undiscounted cash flows expected to be generated by a long-lived asset (or group assets) are less than its carrying value. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value and would be recorded as a reduction in the carrying value of the related asset and charged against earnings. There was no im pairment of long-lived assets recognized by the Company during the years ended December 31, 2021 or 2020. Leases and Deferred Rent The Company accounts for leases in accordance with ASC 840, Leases . The Company categorizes leases at their inception as either operating or capital. Under ASC 840, a lease arrangement is classified as a capital lease if at least one of the following criteria are met: (i) transfer of ownership to the Company prior to or shortly after the end of the lease term, (ii) the Company has a bargain purchase option during or at the end of the lease term, (iii) the lease term is equal to 75% or more of the underlying asset’s economic life, or (iv) the present value of future minimum lease payments (excluding executory costs) is equal to 90% or more of the fair value of the leased property. Rent expense is recorded on a straight-line basis over the lease term. Deferred rent is the difference between rent payments and rent expense in any period and is recorded as a liability in the consolidated balance sheets and amortized as a reduction of rent expense over the term of the lease. Warrant Liabilities Prior to its IPO, the Company issued warrants to purchase redeemable convertible preferred stock in conjunction with certain debt and equity financings. Upon issuance, the Company accounted for its issued warrants as liabilities (in accordance with ASC 480) in the consolidated balance sheets. The warrant liabilities were initially measured at fair value, resulting in an implied discount on the related financing arrangement (recognized as a partial offset to the principal balance of the financing). Changes in the fair value of the warrants were recognized in earnings during each period. Upon completing the IPO, which occurred on November 11, 2021, the warrants then met the conditions for equity classification as they became exercisable into common stock. On November 11, 2021, the outstanding warrants were revalued one final time and the fair value of the warrants was reclassified from liabilities to stockholders' equity. For the years ended December 31, 2021 and 2020, the Company recognized other income of $ 0.4 million and other expense $ 0.2 million, respectively, related to the change in the fair value of issued warrants. Se e Note 11 for d escription of warrant liabilities and the related valuations. Redeemable Convertible Preferred Stock The Company classifies redeemable convertible preferred stock outside of stockholders’ deficit on the accompanying balance sheets. The Company records the issuance of redeemable convertible preferred stock at the issuance price, net of related issuance costs. Concurrent with the IPO, all then-outstanding shares of redeemable convertible preferred stock outstanding were automatically converted into an aggregate of 8,395,808 shares of common stock and were reclassified into permanent equity. Following the IPO, there were no shares of redeemable convertible preferred stock outstanding. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides that revenues are to be recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration expected to be received for those goods or services. Revenue is recognized when or as the performance obligation has been satisfied and control of the product has transferred to the customer. In evaluating the timing of the transfer of control of products to customers, the Company considers several indicators, including significant risks and rewards of products, the right to payment, and the legal title of the products. Deferred revenue represents billings or payments received in advance of services performed. The Company generates revenue from the following revenue streams: Direct to Consumer (“DTC”) Sales: Wine sales direct to customers through monthly membership or individual orders of bottles. Customers can skip a month and a membership is not required to purchase wine. Wholesale Sales: Direct-to-buyer wine sales in large quantities to various businesses and other wholesale customers. Breakage Sales: Sales recognized from the unused gift cards and prepaid credits. The Company's primary performance obligation is to transfer a specific quantity of wine to the customer, whether that be to the consumer directly or through wholesale. The Company’s principal terms of DTC sales are FOB destination and the Company transfers control and records revenue for online wine sales upon receipt of the wine by the customer. Wholesale revenue is recognized when the product ships from one of the Company’s distribution points. Accordingly, revenues from online and wholesale sales are recognized at a point in time when the customer obtains control of the wine. Revenue is measured as the amount of consideration the Company expects to receive in exchange for the transfer of wine and is generally based on a fixed price according to a contract. Shipping and handling fees charged to customers are reported within revenue and the Company elected to exclude sales tax assessed by a government authority from the transaction price. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. Costs incurred to obtain a contract are expensed as incurred when the amortization period is less than a year. Sales allowances related to returns are generally not material to the consolidated financial statements. Estimates for sales allowances are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce revenue in the period of sale. Gift cards and prepaid credits are recorded as a contract liability when sold and recorded as revenue when the customer redeems the gift card or prepaid credit. Based on historical redemption rates, a percentage of gift cards and prepaid credits will not be redeemed, which is referred to as “breakage.” Breakage revenue is recognized in proportion to the pattern of redemption by the customer, which the Company determined to be the historical redemption rate. See Note 16 for disaggregated revenue disclosure. Cost of Revenues Cost of revenues consists of wine-related costs, bottling materials, packaging, fulfillment costs, credit card fees, shipping costs, and storage costs. Advertising Costs Advertising costs are expensed in the period incurred and are included as marketing expenses in the consolidated statements of operations. Advertising costs amounted to $ 17.2 million and $ 16.7 million for the years ended December 31, 2021 and 2020, respectively. Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Stock Compensation . The Company accounts for all stock-based awards granted to employees and non-employees as stock-based compensation expense based on the grant date fair value. Stock-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options on the date of grant. Calculating the fair value of stock options using the Black-Scholes model requires certain highly subjective inputs and assumptions. The Company estimates the expected term of stock options granted based on the simplified method and estimates the volatility of its common stock on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies. The simplified method calculates the expected term as the mid-point between the weighted-average time to vesting and the contractual maturity. The simplified method is used as the Company does not have sufficient historical data regarding stock option exercises. In addition, the Company accounts for forfeitures as they occur. The Company records stock-based compensation expense for its stock options on a straight-line basis over the requisite service period. Prior to the Company’s IPO, the absence of an active market for the Company’s common stock required the Company’s board of directors, which includes members who possess extensive business, finance, and venture capital experience, to determine the fair value of its common stock for purposes of granting stock options. The Company obtained contemporaneous third-party valuations to assist the board of directors in determining the fair value of the Company’s common stock. All stock options granted are exercisable at a price per share not less than the fair value of the shares of the Company’s common stock as determined by the board of directors (the “Fair Value”) underlying those stock options on their respective grant dates. During the year ended December 31, 2021, the Company granted restricted stock unit awards, or RSUs, to each of the Company's non-employee directors, which became effective in connection with the closing of the IPO. The fair value of RSUs on the date of grant was determined utilizing the price of the Company's common stock upon IPO. The Company records stock-based compensation expense for its RSUs on a straight-line basis over the requisite service period. Compensation expense totaled $ 1.3 million and $ 0.3 million for the years ended December 31, 2021 and 2020, respectively. Income Taxes The Company provides for income taxes using the asset and liability method. Deferred income taxes are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted statutory tax rates in effect for years in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to reflect uncertainty associated with their ultimate realization. The Company’s net deferred tax assets have a full valuation allowance against them due to such uncertainty. The Company evaluates its uncertain tax positions in a two-step process. First, the Company determines whether it is more likely than not that a tax position will be sustained upon examination by the taxing authorities. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the consolidated financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company currently does not have any unrecognized tax benefits. Fair Value of Financial Instruments The Company's financial instruments include cash, accounts receivable, employee advances, accounts payable, accrued liabilities, line of credit, and notes payable. The Company believes that the fair value of these financial instruments approximates their carrying amounts based on current market indicators, such as prevailing market rates and the short-term maturities of certain financial instruments. The Company measures the fair value of financial assets and liabilities recorded at fair value based on the guidance of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy, which requires an entity to expand disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) 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 under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Inputs that are unobservable and supported by little or no market activity. Prior to the completion of the IPO, the Company utilized Level 3 inputs (see Note 11) to derive the estimated fair value of its warrant liabilities, which were measured on a recurring basis prior to being reclassified into equity in conjunction with the IPO. Subsequent to the IPO on November 11, 2021, the Company did no t have any assets or liabilities that were measured using Level 3 inputs on a recurring or nonrecurring basis. There were no transfers between levels during the years ended December 31, 2021 and 2020. Internally Developed Software Costs Computer software development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include compensation and related expenses, costs of computer hardware and software, and costs incurred in developing features and functionality. For computer software developed or obtained for internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line method over a three-year estimated useful life, beginning in the period in which the software is available for use. Capitalized software development costs, net of accumulated amortization, totaled $ 0.5 million for both years ended December 31, 2021 and 2020. Amortization of software costs was $ 0.3 million and $ 0.4 million for th e years ended December 31, 2021 and 2020, respectively. Loss per Share Basic loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted loss per share attributable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The new standard requires the lessees to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, and such classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) : Effective Dates, which revised the effective date for ASU No. 2016-02, Leases (Topic 842) for fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue From Contracts With Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities , further delaying the effective date for ASU No. 2016-02, Leases (Topic 842) to fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU No . 2019-10 and ASU No. 2020-05 upon issuance by the FASB. Effective January 1, 2022, the Company adopted ASU No. 2016-02. Our most significant leases are office and warehouse leases. We will be required to recognize right-of-use assets and lease liabilities for the present value of these minimum lease payments. These types of leases will be classified as operating leases under the new guidance, which would result in the expense being recognized on a straight-line basis over th |
Acquisition of Natural Merchant
Acquisition of Natural Merchants, Inc. | 12 Months Ended |
Dec. 31, 2021 | |
Acquisitions And Dispositions [Abstract] | |
Acquisitions | Note 3. Acquisition of Natural Merchants, Inc. In May 2021, the Company purchased certain assets of a boutique wine importer, primarily consisting of relationships with certain suppliers, for a total purchase price of up to $ 13.0 million (comprised of up to $ 12.0 million in cash and $ 1.0 million in Winc Series F redeemable convertible preferred stock). The initial purchase price was $ 8.0 million cash and $ 1.0 million of Series F redeemable convertible preferred stock ( 71,428 shares at $ 14.00 per share). The additional $ 4.0 million of cash payments are contingent upon achieving certain performance targets during 2021 and 2022 (up to $ 2.0 million of additional consideration in each year). The acquisition was accounted for as an asset acquisition and resulted in the recognition of $ 10.0 million of intangible assets and $ 2.0 million of net working capital. The Company capitalized transaction costs of $ 0.4 million related to the acquisition. Additionally, at the acquisition date, the Company recognized $ 2.0 million of contingent consideration as a liability as it was concluded to be probable of being paid to the seller. The Company reassesses the contingent consideration on a quarterly basis and as of December 31, 2021, determined an additional $ 1.3 million was probable of being paid to the seller. In accordance with ASC 450, this amount was capitalized as part of the cost of the assets acquired and allocated to increase the eligible assets on a relative fair value basis. The acquired intangible assets, primarily consisting of relationships with certain suppliers, have a useful life of 20 years. The Company recognized amortization expense related to the acquired intangible assets of $ 0.3 million and zero during the years ended December 31, 2021, and 2020, respectively. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4. Inventory Inventory consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Raw materials $ 5,615 $ 4,753 Finished goods 18,086 6,980 Packaging 187 147 Total inventory $ 23,888 $ 11,880 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Prepaid wine crushing services $ 3,045 $ 1,252 Prepaid freight 1,484 488 Prepaid software licenses 861 151 Prepaid insurance and benefits 842 372 Prepaid other 586 613 Deposits 43 19 Prepaid marketing 26 151 Total prepaid expenses and other current assets $ 6,887 $ 3,046 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment Property and equipment, net consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Furniture and fixtures $ 763 $ 643 Leasehold improvements 370 304 Machinery and equipment 337 262 Computers and server equipment 257 153 Website development 168 168 Purchased software and licenses 132 132 2,027 1,662 Less: accumulated depreciation ( 1,531 ) ( 1,496 ) Total property and equipment, net $ 496 $ 166 Depreciation expense totaled $ 0.1 million for both years ended December 31, 2021 and 2020. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7. Intangible Assets Intangible assets consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Supplier relationships gained in acquisition $ 11,373 $ — Capitalized software 2,322 1,966 13,695 1,966 Less: accumulated amortization ( 2,158 ) ( 1,478 ) Total intangible assets, net $ 11,537 $ 488 Amortization expense related to acquired intangibles (see Note 3) and capitalized software, totaled $ 0.6 million and $ 0.4 million during the years ended December 31, 2021 and 2020, respectively. The following tab le summarizes amortization expense expected to be recognized for the Company's capitalized software and supplier relationships as of December 31, 2021 (in thousands): December 31, 2021 2022 $ 851 2023 756 2024 660 2025 586 2026 586 Thereafter 8,098 Total $ 11,537 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities and Other Liabilities | Note 8. Accrued Liabilities and Other Liabilities Accrued liabilities consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Inventory received not billed $ 1,599 $ 1,944 Accrued acquisition consideration 1,563 — Accrued payroll liabilities 914 659 Accrued professional fees 797 57 Accrued marketing 701 634 Accrued alcohol and tobacco tax 140 318 Accrued shipping 193 472 Other 855 675 Total accrued liabilities $ 6,762 $ 4,759 As of December 31, 2021, other liabilities on the consolidated balance sheet consisted primarily of $ 1.8 million of long-term accrued acquisition consideration expected to be paid during the year ended December 31, 2023. |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt In October 2015, the Company entered into a Loan and Security Agreement with Western Alliance Bank for a revolving line of credit of up to $ 12.0 million (the “WAB Line of Credit”). The WAB Line of Credit was subsequently amended to reduce the capacity to $ 7.0 million and extend the maturity to May 2020 , at which point it was terminated. In December 2020, the Company entered into a Credit Agreement with Pacific Mercantile Bank (the "BoC Credit Agreement") providing for the $ 7.0 million BoC Line of Credit. Pacific Mercantile Bank was subsequently acquired by the Banc of California in October 2021. The BoC Line of Credit bears interest at a variable annual rate equal to 1.25 % plus the Prime Rate (the Prime Rate was 3.25 % as of both December 31, 2021 and December 31, 2020) and was originally set to mature on March 31, 2022 . The balance on the Company’s line of credit was zero as of both December 31, 2021 and December 31, 2020. The Company was in compliance with the line of credit covenants as of December 31, 2021. The Company’s line of credit carrying value approximates its fair value. In December 2017, the Company entered into a Loan and Security Agreement with Multiplier Capital for a term loan of $ 5.0 million. The loan has a maturity date of June 29, 2022 and bears interest at a variable annual rate equal to 6.25 % above the Prime Rate, with a minimum interest rate of 11.5 % and a maximum interest rate of 14.0 % (applicable rate was 11.5 % as of both December 31, 2021 and December 31, 2020). During the year ended December 31, 2021, the Company repaid the outstanding principal and interest on the term loan of $2.5 million. In connection with this transaction, we recognized a loss on early extinguishment of debt of $0.1 million. The balance as of December 31, 2021 and 2020, net of unamortized debt issuance costs, was zero and $ 2.3 million, respectively. Interest expense on the Company’s line of credit and term loan was $ 0.7 million and $ 0.8 million for the years ended December 31, 2021 and 2020, respectively. The Company has no stated debt maturities or scheduled principal repayments as of December 31, 2021. Prior to the IPO, in connection with entering into and amending certain debt agreements, the Company granted warrants to purchase a fixed number of the Company’s preferred shares, of which a portion remain outstanding as of December 31, 2021. Subsequent to the IPO, these warrants allow for the purchase of common stock as all preferred shares were converted to common shares in conjunction with the IPO. See Note 11 for further information. Paycheck Protection Program Loan On April 20, 2020, the Company received a Paycheck Protection Program loan administered by the Small Business Administration under the Coronavirus Aid, Relief, and Economic Security Act. The Company received a $ 1.4 million loan from Western Alliance Bank to help maintain payroll and operations through the period impacted by the COVID-19 pandemic. The Company applied for and was granted loan forgiveness for the full principal balance in March 2021 prior to making any interest or principal payments. Accordingly, the Company recognized a gain of $ 1.4 million upon forgiveness within the Gain on debt forgiveness from Paycheck Protection Program note payable caption on the consolidated statements of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 10. Related Party Transactions Employee Promissory Notes Refer to Note 13 for information regarding promissory notes issued to employees in connection with stock option exercises. |
Warrant Liabilities
Warrant Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Note 11. Warrant Liabilities In connection with certain past debt and equity financings, the Company issued warrants, of which the following were outstanding as of December 31, 2021, all of which were exercisable upon issuance: Date Issued Number of Shares Stock Series Price per Share Expiration Date April 15, 2016 2,862 Common Stock $ 10.48 April 15, 2026 December 7, 2017 834 Common Stock $ 10.48 December 7, 2024 December 29, 2017 107,455 Common Stock $ 10.48 December 29, 2027 April 6, 2021 288,476 Common Stock $ 14.00 April 6, 2026 November 10, 2021 50,769 Common Stock $ 14.30 November 10, 2026 As a result of the offering price in the IPO, the warrants originally issued on April 6, 2021 became exercisable for an additional 2,772 shares of common stock, which is reflected in the table above. During the year ended December 31, 2021, one series of warrants for 6,843 shares was exercised. Upon exercise, $ 0.1 million was reclassified from liabilities to permanent equity. Upon issuance and prior to the Company's IPO, the warrants were recognized as liabilities in the consolidated balance sheets and subject to re-measurement at each balance sheet date after issuance. Any change in fair value was recognized as a component of other income (expense) in the period of change. Upon issuance, the warrants related to varying series of then-outstanding redeemable convertible preferred stock. The valuation of the Company’s warrants contained unobservable inputs that reflected the Company’s own assumptions for which there was little market data. Accordingly, the Company’s warrants were measured at fair value on a recurring basis using unobservable inputs and were classified as Level 3 inputs. The fair value of the warrant liabilities was determined using the Black-Scholes option pricing model. Upon completing the Company's IPO, which occurred on November 11, 2021, the warrants then met the conditions for equity classification as they became exercisable into common stock in conjunction with the IPO. All then outstanding warrants were revalued one final time as of the date of the IPO using the following assumptions. November 11, 2021 December 31, 2020 Risk free interest rates 1.23 % – 1.56 % 0.25 % Expected term (in years) 3.07 – 6.13 2.50 – 6.99 Dividend yield — — Expected volatility 60 % 60 % Fair value of underlying $ 13.00 $ 14.00 As of November 11, 2021 and December 31, 2020, the Company estimated the fair value of warrants using Black-Scholes model to be $ 2.6 million and $ 1.1 million, respectively. Subsequent to the final revaluation in connection with the Company's IPO, it reclassified the fair value of the warrants from liabilities to stockholders' equity. Additionally, all warrants previously associated with the Series Seed redeemable convertible preferred stock series were exercised upon completion of the Company's IPO, at which time the fair market value was reclassified from liabilities to stockholders' equity. All other redeemable convertible preferred stock series warrants that were converted to common stock upon the IPO remain outstanding as of December 31, 2021. The following table provides a roll-forward of the aggregate fair value of the Company’s warrant liabilities (in thousands): Warrant Liabilities Fair value at December 31, 2019 $ 859 Change in fair value of warrant liabilities 208 Fair value at December 31, 2020 1,067 Issuance of Series F warrants 2,035 Change in fair value of warrant liabilities ( 388 ) Exercise of warrants ( 89 ) Reclassification to permanent equity ( 2,625 ) Fair value at December 31, 2021 $ — In connection with the Company's IPO, it issued warrants for 50,769 common stock shares to its underwriters on November 10, 2021. The fair value of the warrants upon issuance was $ 0.2 million. As both the common stock issued in the IPO and these associated warrants are not subsequently measured at fair value, the total proceeds were allocated based on the relative fair value of each instrument. The Company recognized the amount attributable to the warrants as a component of additional paid-in capital. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 12. Commitments and Contingencies Operating Leases As of December 31, 2021, the Company had five non-cancelable operating leases for various facilities, which expire at various times between July 2022 and September 2024 . Minimum future rental commitments under non-cancelable operating leases, primarily for equipment and office facilities, as of December 31, 2021 are as follow (in thousands): December 31, Year ending December 31, 2021 2022 $ 2,007 2023 918 2024 181 Total $ 3,106 The Company is also party to two non-cancelable sublease agreements. Both subleases are set to expire in January 2023 . Minimum future sublease rental income under the non-cancelable operating subleases as of December 31, 2021, are as follows (in thousands): December 31, Year ending December 31, 2021 2022 $ 749 2023 67 Total $ 816 Rent expense totaled $ 1.7 million and $ 1.2 million during the years ended December 31, 2021 and 2020, respectively. Sublease rental income totaled $ 1.3 million and $ 0.6 million during the years ended December 31, 2021 and 2020, respectively. Legal The Company is involved, from time to time, in disputes that are incidental to its business. Management has reviewed these matters to determine if reserves are required for losses that are probable to materialize and reasonable to estimate in accordance with the authoritative guidance on accounting for contingent losses. Management evaluates such reserves, if any, based upon several criteria including the merits of each claim, settlements discussions, and advice from outside legal counsel, as well as indemnification of amounts expended by the Company’s insurers or others, if any. In management’s opinion, none of these legal matters, individually or in the aggregate, are likely to have a material adverse effect on the Company’s combined financial position or results of operations. |
Stock Based Compensation
Stock Based Compensation | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock Based Compensation | Note 13. Stock-Based Compensation Common Stock Options In August 2013, the Company adopted the Company's 2013 Stock Plan, as amended from time to time (the "2013 Stock Plan"). In November 2021, the Company adopted the Company's 2021 Incentive Award Plan (the "2021 Equity Plan"). The 2013 Stock Plan was terminated in connection with the effectiveness of the 2021 Equity Plan, and the Company ceased making any further awards under the 2013 Stock Plan. Outstanding awards granted under the 2013 Stock Plan remained outstanding, subject to the terms of the 2013 Stock Plan and applicable award agreements. All employees are eligible to be granted options to purchase common stock under the 2021 Equity Plan. The total number of shares of common stock initially reserved for issuance pursuant to future awards under the 2021 Equity Plan was 1,314,321 shares plus any shares as of the effective date of the 2021 Equity Plan that were (i) available for issuance under the 2013 Stock Plan or (ii) subject to an award under the 2013 Stock Plan that, on or after the effective date of the 2021 Equity Plan, expires, lapses or is terminated, exchanged for or settled in cash, surrendered, repurchased, cancelled without having been fully exercised or forfeited, to the extent of such forfeiture, expiration or cash settlement. In addition, shares delivered to the Company to satisfy the applicable exercise or purchase price of an award under the 2021 Equity Plan or the 2013 Stock Plan and/or to satisfy any applicable tax withholding obligations will become or again be available for award grants under the 2021 Equity Plan. On January 1 of each year, shares available for issuance under the 2021 Equity Plan are increased pursuant to its terms. The purpose of the Company’s stock-based compensation awards is to incentivize employees and other individuals who render services to the Company by providing opportunities to purchase stock in the Company. The Company’s Board of Directors administers the 2021 Equity Plan, selects the individuals to whom options will be granted, determines the number of options to be granted and the term and exercise price of each option. Incentive stock options and non-statutory stock options granted pursuant to the terms of the 2021 Equity Plan cannot be granted with an exercise price of less than 100 % of the fair market value of the underlying Company stock on the date of the grant ( 110 % if the incentive stock option is issued to an individual that owns more than 10 % of the Company’s outstanding voting stock). The term of the options granted under the 2021 Equity Plan s cannot be greater than 10 years ( five years for incentive stock options granted to an individual that owns more than 10% of the Company’s outstanding voting). Options granted generally vest 25 % on the one-year anniversary of the date of grant with the remaining balance vesting equally on a monthly basis over the subsequent three years . The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model for incentive stock options granted to employees and on the reporting date for non-employees. Because option-pricing models require the use of subjective assumptions, changes in these assumptions can materially affect the fair value of the options. The assumptions presented in the table below represent the weighted average of the applicable assumption used to value stock options at their grant date. The Company estimates expected volatility based on historical and implied volatility data of comparable companies. The expected term, which represents the period of time that options granted are expected to be outstanding, is estimated using the “simplified method.” The risk-free rate assumed in valuing the options is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The following table summarizes the key valuation assumptions for options granted during the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Risk free interest rates 0.98 % – 1.11 % 0.34 % – 0.44 % Expected term (in years) 5.53 – 6.12 5.46 – 6.09 Dividend yield — — Expected volatility 36.91 % - 37.10 % 36.20 % - 36.76 % Fair value of underlying $ 5.13 - $ 5.26 $ 1.36 - $ 1.92 The following table summarizes stock option activity under the Company’s stock-based compensation plan during the year ended December 31, 2021: Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2019 2,199,124 $ 1.32 8.02 $ — Exercised ( 56,250 ) 1.66 4.99 173 Granted 356,937 4.02 9.42 252 Forfeited ( 8,244 ) 3.86 — 7 Expired ( 138,615 ) 1.66 — 424 Outstanding as of December 31, 2020 2,352,952 1.69 7.51 — Exercised ( 2,124,171 ) 1.66 6.58 7,625 Granted 436,173 5.28 6.82 — Forfeited ( 97,249 ) 5.03 — 35 Expired ( 4,092 ) 3.79 — 11 Outstanding as of December 31, 2021 563,613 3.71 7.61 871 Vested and exercisable as of December 31, 2021 236,208 $ 2.28 5.65 $ 702 During the year ended December 31, 2021, the weighted-average grant date fair value per share of stock options granted was $ 5.25 . During the year ended December 31, 2021, the aggregate intrinsic values of stock option awards exercised was $ 7.6 million, determined at the date of option exercise. The aggregate intrinsic value was calculated as the difference between the exercise prices of the underlying stock option awards and the estimated fair value of the Company’s common stock on the date of exercise. Total unvested and unexercised shares under options as of December 31, 2021 and 2020, totaled 327,405 and 1,321,784 , respectively. The total fair value of shares vested and unexercised as of December 30, 2021 and 2020 was $ 1.2 million and $ 4.9 million, respectively. Total stock-based compensation expense was $ 1.1 million and $ 0.3 million for the years ended December 31, 2021 and 2020, respectively, and is recognized as a personnel expense in the consolidated statements of operations. Total unrecognized compensation cost related to unvested stock options as of December 31, 2021 is $ 1.8 million and is expected to be recognized over a weighted average period of 1.22 years. Restricted Stock Units The Company's Board of Directors has adopted the Non-Employee Director Compensation Program ("Director Compensation Program"), under which the Company's non-employee directors are eligible to receive restricted stock unit ("RSU") awards under the 2021 Equity Plan. Compensation under the Director Compensation Program is subject to the limit on non-employee director compensation set forth in the 2021 Equity Plan, which provides that the sum of any cash compensation and the aggregate grant date fair value of all awards granted to a non-employee director as compensation for services as a non-employee director with respect to any fiscal year of the Company shall not exceed $ 500,000 . The fair value of the award is determined on the grant date. In October 2021, the board of directors approved the grant of RSU awards to each of the Company's non-employee directors under the Company's Director Compensation Program. These RSU awards became effective in connection with the closing of the IPO. Each non-employee director was granted RSUs valued at $ 250,000 , prorated for the time period between the IPO and the Company's first annual meeting of stockholders . The total prorated value of the awards is $ 0.7 million. Awards under the Director Compensation Program vest upon the earlier to occur of (i) the one-year anniversary of the grant date and (ii) the date of the next annual meeting of the Company's stockholders following the grant date. During the year ended December 31, 2021, total stock-based compensation expense related to RSUs was $ 0.2 million. At December 31, 2021, there was $ 0.6 million of total unrecognized stock-based compensation cost related to these RSUs which is expected to be recognized over the remaining service period of 0.45 years. No RSUs vested during the year ended December 31, 2021. Common Stock Subject to Repurchase The 2013 Stock Plan allowed for the early exercise of stock options for certain individuals, as determined by the Board of Directors. Common stock purchased pursuant to an early exercise of stock options is liability-classified for accounting purposes until those shares vest. The consideration received for an exercise of an option is considered to be a deposit of the exercise price and the related dollar amount is recorded as a liability. Upon termination of service, the Company may, at its discretion, repurchase unvested shares acquired through early exercise of stock options at a price equal to the price per share paid upon the exercise of such options. The Company includes unvested shares subject to repurchase in the number of shares of common stock outstanding on the consolidated statement of redeemable convertible preferred stock and stockholders’ equity (deficit). During the year ended December 31, 2021, options to purchase 1,055,964 shares of common stock were exercised early. The Company had a liability of $ 1.8 million and $ 0.1 million as of December 31, 2021 and 2020, respectively, related to 867,989 and 18,750 unvested shares of common stock as of December 31, 2021 and 2020, respectively. The shares were issued in connection with early exercises of stock options that are subject to repurchase by the Company, which is recorded as an early exercise stock option liability in the consolidated balance sheets. The liability is reclassified into stockholders’ deficit as the awards vest. Employee Promissory Notes Between February and May 2021, the Company entered into full recourse promissory notes with its CEO, General Counsel, President, CFO, and COO related to stock option exercises for a total of 915,721 shares, 200,606 shares, 715,500 shares, 127,296 shares, and 125,000 shares, respectively. The aggregate principal balance of the promissory notes was $ 3.5 million. The notes issued in February and April accrue interest at 2.25 % per annum and the May notes accrue interest at 4.07 % per annum, compounding annually. The promissory notes are prepayable at any time at the option of the employee and are payable at the earlier of: (i) the date of any sale, transfer or other disposition of all or any portion of the shares, (ii) five years from the date of the promissory note, or (iii) the latest date repayment must be made to prevent a violation of Section 13(k) of the Securities Exchange Act of 1934. In September 2021, our Board of Directors approved the forgiveness of all outstanding principal and accrued interest for each of the promissory notes. The Company recorded additional compensation expense of $ 3.5 million during the third quarter as a result of this loan forgiveness. Employee Stock Purchase Plan Eligible employees qualify to receive the grant of rights to purchase common stock under the Company's 2021 Employee Stock Purchase Plan ("2021 ESPP"). Eligible employees are those that do not own stock possessing 5 % of more of the total combined voting power or value of all common stock of the Company, a parent or a subsidiary. Under the provisions of the 2021 ESPP, the Company is authorized to issue up to 262,864 shares of its common stock, of which zero have been granted as of December 31, 2021. On January 1 of each year, shares available for issuance under the 2021 ESPP Plan are increased pursuant to its terms. There is no financial impact of this plan for the year ended December 31, 2021. |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plan | Note 14. Employee Benefit Plan The Company has a 401(k) defined contribution plan which permits participating U.S. employees to defer up to a maximum of 100 % of their compensation, subject to limitations established by the Internal Revenue Service. Employees aged 21 and older are eligible to contribute to the plan starting 30 days after their employment date. Once eligible, participants are automatically enrolled to contribute 6 % of eligible compensation or may elect to contribute a whole percentage of their eligible compensation subject to annual Internal Revenue Code limits. The Company made no contributions during the years ended December 31, 2021 and 2020. |
Stockholders' Equity and Redeem
Stockholders' Equity and Redeemable Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Stockholders Equity and Redeemable Convertible Preferred Stock | Note 15. Stockholders’ Equity and Redeemable Convertible Preferred Stock Amended and Restated Certification of Incorporation In accordance with the Amended and Restated Certificate of Incorporation dated November 15, 2021, the Company is authorized to issue two classes of stock, common stock and preferred stock. As of November 15, 2021, the Company shall have authority to issue 300,000,000 shares of common stock with par value of $ 0.0001 per share and 10,000,000 shares of undesignated preferred stock with par value of $ 0.0001 per share. As of December 31, 2020, the Company was authorized to issue 106,910,000 shares of common stock with par value of $ 0.0001 per share and 71,512,354 shares of redeemable convertible preferred stock with par value of $ 0.0001 per share. At December 31, 2021, outstanding shares of common stock included 867,989 shares subject to repurchase related to stock options early exercised and unvested. Common Stock As of December 31, 2021, the Company had one class of common stock at a par value of $ 0.0001 . There were 13,214,612 shares issued and outstanding as of December 31, 2021. On November 11, 2021, the Company completed its IPO through an underwritten sale of 1,692,308 shares of its common stock at a price of $ 13.00 per share. The aggregate proceeds from the offering after deducting underwriting discounts and commissions and other offering expenses, were approximately $ 17.7 million. Additionally, the Company entered into a six-month consulting agreement for investor relations through which the consultant was compensated with 50,000 shares of common stock and cash consideration of $ 0.5 million. Redeemable Convertible Preferred Stock The Company previously issued redeemable convertible preferred stock prior to the IPO. Concurrent with the IPO on November 11, 2021, all then-outstanding shares of our redeemable convertible preferred stock outstanding were automatically converted into an aggregate of 8,395,808 shares of common stock and were reclassified into permanent equity. Following the IPO and as of December 31, 2021, there were no shares of redeemable convertible preferred stock outstanding. Redeemable convertible preferred stock consisted of the following as of December 31, 2020: December 31, 2020 Shares Shares Net Common Aggregate Series Seed Preferred Stock 13,296,372 1,655,186 $ 3,628 1,655,186 $ 3,628 Series A Preferred Stock 8,276,928 1,034,604 9,458 1,034,604 10,006 Series B Preferred Stock 13,381,711 1,669,848 17,472 1,669,848 17,499 Series B-1 Preferred Stock 7,736,552 858,825 8,942 858,825 13,501 Series C Preferred Stock 8,209,586 1,026,198 9,500 1,026,198 15,000 Series D Preferred Stock 10,611,205 822,214 5,877 822,214 9,306 Series E Preferred Stock 10,000,000 200,111 1,585 200,111 2,806 Total 71,512,354 7,266,986 $ 56,462 7,266,986 $ 71,746 During the year ended December 31, 2021, the Company raised capital of $ 13.3 million (net of issuance costs) through: (i) the sale of 714,272 (exclusive of 71,428 shares issued in conjunction with our acquisition disclosed in Note 3) shares of Series F redeemable convertible preferred stock (the “Series F Preferred Stock”) at $ 14.00 per share (inclusive of proceeds allocated to warrants issued in connection with the Series F offering – see Note 11) and (ii) the sale of 332,220 s hares of Series E Preferred Stock at $ 14.00 per share. The Company issued an additional 7,663 shares and 3,239 shares to previous holders of Series F and E Preferred Stock, respectively, upon IPO as a result of the IPO stock price being less than the original issuance price of these series of preferred stock. During the year ended December 31, 2020, the Company raised capital of $ 5.2 million (net of issuance costs) through the sale of 665,384 shares of Series D redeemable convertible preferred stock (the “Series D Preferred Stock”) at $ 11.3088 per share. During the year ended December 31, 2020, the Company raised capital of $ 1.6 million (net of issuance costs) through the sale of 200,111 shares of Series E redeemable convertible preferred stock (the “Series E Preferred Stock”) at $ 14.00 per share. Unless otherwise indicated, all attributes described below applied to Series Seed Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series B-1 Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, and Series F Preferred Stock that were outstanding as of December 31, 2020. Voting Rights Prior to the IPO, the holders of redeemable convertible preferred stock were entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of redeemable convertible preferred stock held by such holder were convertible. The holders of common stock are entitled to one vote for each share of common stock. Dividends Prior to the IPO, the Company was not authorized to declare, pay, or set aside any dividends on shares of any other class or series of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless the holders of redeemable convertible preferred stock simultaneously received a dividend on each outstanding share of redeemable convertible preferred stock. Through December 31, 2021, there were no dividends declared, paid, or set aside. Conversion Prior to the IPO, the holders of preferred stock had conversion rights. Each share of preferred stock could be convertible, at the option of the holder at any time and without the payment of additional consideration by the holder into such number of fully paid and non-assessable shares of common stock as determined by dividing the applicable original issue price by the applicable conversion price at the time of conversion. No fractional shares of common stock were to be issued upon conversion of the preferred stock. In lieu of any fractional shares, the Company was to pay cash equal to such fraction multiplied by the fair market value of a share of common stock as determined in good faith by the Board of Directors of the Company. At conversion, any shares of redeemable convertible preferred stock were to be retired and cancelled and not reissued as shares of such series. Liquidation Rights Prior to the IPO, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of Series F Preferred Stock, Series E Preferred Stock, Series D Preferred Stock, Series C Preferred Stock, and Series B-1 Preferred Stock then outstanding were entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment was made to the holders of Series B Preferred Stock, Series A Preferred Stock, Series Seed Preferred Stock or Common Stock. Deemed liquidation events included: (a) a merger or consolidation or (b) the sale, lease, transfer, exclusive license, or other disposition of substantially all of the Company’s assets. Through December 31, 2021, no liquidation events had occurred. |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | Note 16. Segment Information The Company evaluates its business and allocates resources based on its two reportable business segments: DTC and Wholesale. The Company has a non-reportable segment that is comprised of a small business line focused on testing new products to determine if they have long-term viability to grow in the DTC and Wholesale distribution channels. The Company does not report asset information by segment because that information is not used to evaluate Company performance or allocate resources between segments. The Company evaluates performance based on Gross Profit (calculated in accordance with GAAP). The following tables summarize information for the reportable segments (in thousands): For the year ended December 31, 2021: For the Year Ended December 31, 2021 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 53,931 $ 17,042 $ 1,096 $ — $ 72,069 Cost of revenues 30,886 10,569 489 — 41,944 Gross profit 23,045 6,473 607 — 30,125 Operating expenses ( 23,088 ) ( 4,086 ) ( 2,137 ) ( 17,611 ) ( 46,922 ) Interest expense — — — ( 654 ) ( 654 ) Income from change in fair value of warrant liabilities — — — 388 388 Other income, net — — — 1,101 1,101 Gain on debt forgiveness from Paycheck Protection Program — — — 1,364 1,364 Income (loss) before income taxes $ ( 43 ) $ 2,387 $ ( 1,530 ) $ ( 15,412 ) $ ( 14,598 ) For the year ended December 31, 2020: For the Year Ended December 31, 2020 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 54,854 $ 8,237 $ 1,616 $ — $ 64,707 Cost of revenues 31,799 5,844 709 — 38,352 Gross profit 23,055 2,393 907 — 26,355 Operating expenses ( 18,448 ) ( 2,748 ) ( 1,257 ) ( 10,314 ) ( 32,767 ) Interest expense — — — ( 834 ) ( 834 ) Expense from change in fair value of warrant liabilities — — — ( 208 ) ( 208 ) Other income, net — — — 523 523 Income (loss) before income taxes $ 4,607 $ ( 355 ) $ ( 350 ) $ ( 10,833 ) $ ( 6,931 ) |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Share | Note 17. Basic and Diluted Net Loss Per Share Basic net loss per share is based upon the weighted average number of common shares outstanding. Dilution is computed by applying the treasury stock and if-converted methods, as applicable. For both periods presented, the weighted average number of shares used to compute basic and diluted loss per share is the same since the effect of potentially dilutive securities is antidilutive. The redeemable convertible preferred stock were considered participating securities; however, they were excluded from the computation of basic loss per share in the periods of net loss as there were no contractual obligation or terms for the holders to share in the losses of the Company. See Note 15 for additional information regarding the rights preferred stockholders had. The following securities were excluded due to their anti-dilutive effect on net loss per common share recorded for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Stock options outstanding 563,613 2,352,952 Unvested stock options early exercised 867,989 — Redeemable convertible preferred stock — 7,266,986 Warrants to purchase common stock 450,396 117,994 Restricted stock units outstanding 56,900 — Total 1,938,898 9,737,932 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18. Income Taxes The components of income tax expense are as follows for the years ended December 31, 2021 and 2020 (in thousands): Years Ended December 31, 2021 2020 Current: Federal $ — $ — State 50 27 Total current 50 27 Total provision for income taxes $ 50 $ 27 A reconciliation of the income tax expense to the amount computer by applying the statutory federal income tax rate to income before tax are as follows for the years ended December 31, 2021 and 2020 (in thousands): Years Ended December 31, 2021 2020 Income taxes (benefit) at statutory rates $ ( 3,061 ) $ ( 1,456 ) State taxes, net of federal benefit ( 375 ) ( 282 ) Nondeductible expenses ( 348 ) 92 Nondeductible officers' compensation 182 — Change in valuation allowance 3,967 1,388 Change in state rate ( 145 ) 106 Other ( 170 ) 179 Income tax provision $ 50 $ 27 Deferred income tax assets and liabilities are comprised of the following as of December 31, 2021 and 2020 (in thousands): Years Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 16,450 $ 13,009 Interest expense carryforwards 956 736 Other 1,013 707 Total gross deferred tax assets 18,419 14,452 Valuation allowance ( 18,419 ) ( 14,452 ) Net deferred tax assets $ — $ — The Company establishes a valuation allowance when it is more likely than not that the Company's recorded net deferred tax asset will not be realized. In determining whether a valuation allowance is required, the Company takes into account all positive and negative evidence with regard to the utilization of a deferred tax asset. As of December 31, 2021 and 2020, the valuation allowance for deferred tax assets totaled approximately $ 18.4 million and $ 14.5 million, respectively. The Company plans to continue to provide a full valuation allowance on future tax benefits until it can sustain an appropriate level of profitability and until such time, the Company would not expect to recognize any significant tax benefits in its future results of operations. As of December 31, 2021, the Company has net operating loss carryforwards for federal and state income tax purposes of approximately $ 61.1 million and $ 54.9 million, respectively. Federal net operating loss carryforwards, except those arising in tax years beginning after December 31, 2017, begin to expire in 2032, unless previously utilized. Federal net operating loss carryforwards arising in tax years beginning after December 31, 2017 have an indefinite carryforward period and do not expire, but the deduction for these carryforwards is limited to 80% of current-year taxable income for taxable years beginning after 2020. State net operating loss carryforwards begin to expire in 2028. The utilization of net operating loss carryforwards may be limited under the provisions of Internal Revenue Code Section 382 and similar state provisions due to a change in ownership. The Company has not recognized any liability for unrecognized tax benefits. The Company expects any resolution of unrecognized tax benefits, if created, would occur while the full valuation allowance of deferred tax assets is maintained; therefore, the Company does not expect to have any unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of December 31, 2021, the Company had no accrual for the payment of interest or penalties. For Federal purposes, the year’s subject to examination are 2018 through 2021. For state purposes, the years subject to examination are 2017 through 2021. In addition, the utilization of net loss carryforwards is subject to Internal Revenue Service review for the periods in which those net losses were incurred. The Company is not under audit by any taxing jurisdictions at this time. On March 27, 2020, the CARES Act was enacted in response to the COVID-19 pandemic. The CARES Act, among other things, modified the business interest deduction limitation for tax years beginning in 2019 and 2020 from 30% of adjusted taxable income (“ATI”) to 50% of ATI. The CARES Act also permitted net operating loss carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, net operating losses incurred in 2019 and 2020 can be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. The interest expense and net operating loss provisions of the CARES Act are not expected to have a material impact on the Company’s consolidated financial statements. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 19. Subsequent Events Employee Restricted Stock Units In January 2022, the board of directors approved the grant of RSU awards to certain employees. These RSU awards became effective upon the board's approval in two tranches during the meetings on January 19, 2022 and January 27, 2022. The total value of the awards is $ 4.5 million. Changes in Severance Agreements In January 2022, the Company's compensation committee approved a bonus to certain executive employees as consideration for a revision in severance agreements. The revised severance agreements reduce the cash salary severance and period, do not allow for equity acceleration and reduce the COBRA period offered to individuals upon a qualifying termination. The total value of the bonus is $ 0.4 million before tax. BoC Credit Agreement Amendment In March 2022, the Company entered into an amendment to the BoC Credit Agreement, which extended the maturity date of the BoC Line of Credit to June 30, 2022. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements of Winc and its wholly-owned subsidiaries have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and are the responsibility of the Company’s management. All significant intercompany balances and transactions have been eliminated in consolidation. |
Initial Public Offering and Reverse Stock Split | Initial Public Offering and Reverse Stock Split On Novemb er 11, 2021 , the Company completed its initial public offering ("IPO") through an underwritten sale of 1,692,308 shares of its common stock at a price of $ 13.00 per share. The aggregate net proceeds from the offering after deducting underwriting discounts and commissions and other offering expenses, were approximately $17.7 millio n. In advance of the IPO, on October 12, 2021, the Company’s Board of Directors and stockholders approved an 8-to-1 reverse stock split of the Company’s outstanding capital stock. Common stock par value was not affected by the reverse split. All share and per share information included in the accompanying financial statements has been adjusted to reflect this reverse stock split. Concurrent with the IPO, all then-outstanding shares of the Company's redeemable convertible preferred stock outstanding (se e Note 15) were automatically converted into an aggregate of 8,395,808 issued shares of common stock and were reclassified into permanent e quity. Following the IPO, there were no shares of redeemable convertible preferred stock outstanding. The financial statements as of December 31, 2021, including share and per share amounts, give effect to the IPO and the conversion o f the redeemable convertible preferred stock into common stock and related reclassification into permanent equity. |
Reclassification | Reclassifications Certain reclassifications have been made to the prior periods’ consolidated financial statements in order to conform to the current period presentation. These reclassifications did not impact any prior amounts of net loss or cash flows. |
Liquidity Matters | Liquidity Matters As of December 31, 2021, the Company had $ 4.9 million of cash, an accumulated deficit of $ 71.7 million and negative cash flows from operating activities of $ 21.2 million. The Company had a net loss of $ 14.6 million during the year ended December 31, 2021. Through December 31, 2021, the Company has been dependent on debt and equity financing to fund its operations. During the year ended December 31, 2021, the Company issued and sold 714,272 shares of Series F redeemable convertible preferred stock for net proceeds of $ 7.3 million (excluding the issuance of 71,428 shares of Series F redeemable convertible preferred stock in connection with the acquisition of certain assets of Natural Merchants, Inc. – see Note 3 – and includes proceeds allocated to warrants issued in connection with the Series F offering – see Note 11) and 332,220 shares of Series E redeemable convertible preferred stock for net proceeds of $ 4.1 million. The Company issued an additional 7,663 shares and 3,239 shares to previous holders of Series F and E redeemable convertible preferred stock, respectively, upon IPO as a result of the IPO stock price being less than the original issuance price of these series of redeemable convertible preferred stock. Additionally, the Company raised $ 17.7 million from its IPO in November 2021. In connection with the Company's acquisition of certain assets of Natural Merchants, Inc in May 2021, the Company is required to pay an additional $ 4.0 million of cash payments contingent upon achieving certain performance targets during 2021 and 2022, of which up to $ 2.0 million of contingent consideration is due in June 2022. In addition, the existing revolving line of credit with Banc of California (the "BoC Line of Credit") expires in June 2022, at which time, balances accumulated since December 31, 2021 would be due. Management believes that the Company’s existing cash resources plus cash flows from operations and working capital items will be sufficient to fund operations for at least the 12 months following the issuance of these consolidated financial statements. In addition, management believes that the Company will be able to continue to obtain additional third party debt or equity financing to support future operations, if necessary. In this regard, in March 2022, the Company entered into a non-binding term sheet with a lender to provide a new credit facility providing a $ 10.0 million line of credit. The term sheet remains subject to further negotiation. However, there can be no assurance that projected revenue growth and improvement in operating results will occur or that the Company will be successful in finalizing the new line of credit agreement, or in obtaining additional third party financing, if needed. |
Deferred Offering Costs | Deferred Offering Costs Costs directly related to the Company’s IPO are deferred for expense recognition and instead capitalized and recorded within other assets (non-current) on the accompanying consolidated balance sheets. These costs consist of legal fees, accounting fees, and other applicable professional services. As of December 31, 2021 and December 31, 2020, there were no deferred offering costs capitalized. Costs related to the Company's IPO were deferred until completion of the IPO on November 11, 2021, at which time $ 2.6 million of offering costs were reclassified to additional paid-in capital as a reduction of the IPO proceeds. |
COVID-19 Pandemic | COVID-19 Pandemic On March 11, 2020, the World Health Organization characterized the outbreak of COVID-19 as a global pandemic and recommended containment and mitigation measures. In response, extraordinary actions were taken by international, federal, state, and local public health and governmental authorities to contain and combat the outbreak and spread of the COVID-19 pandemic in regions throughout the world. These actions included travel bans, quarantines, “stay-at-home” orders, and similar mandates for many individuals to substantially restrict daily activities and for many businesses to curtail or cease normal operations. Some of these measures have since been rescinded, but the Company continues to take precautionary measures in order to minimize the risk of the virus to its employees and the communities in which it operates. While the impacts of the COVID-19 pandemic generally stabilized during 2021, there remains uncertainty around the broader implications of the COVID-19 pandemic on the Company’s results of operations and overall financial performance. The COVID-19 pandemic has, to date, not had a material adverse impact on the Company's results of operations or ability to raise funds to sustain operations. The economic effects of the pandemic and resulting long-term societal changes are currently not predictable, and the future financial impacts could vary from those foreseen. |
Risks and uncertainties | Risks and uncertainties The Company’s future results of operations involve risks and uncertainties. Factors that could affect the Company’s future operating results and cause actual results to vary materially from expectations include, but are not limited to, rapid technological change, continued demand for the Company’s products, stability of global financial markets, cybersecurity breaches and other disruptions that could compromise the Company’s information or results, business disruptions that are caused by natural disasters or pandemic events, competition from substitute products and larger companies, government regulations and oversight, patent and other types of litigation, ability to protect proprietary technology, and dependence on key individuals. |
Emerging Growth Company Status | Emerging growth company status The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it: (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates. The Company expects to use the extended transition period for any other new or revised accounting standards during the period in which it remains an emerging growth company. |
Concentration of credit risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk primarily consist of cash. The Company’s cash is held by financial institutions in the United States (“U.S.”), which management believes to be financially sound, and, accordingly, minimal credit risk exists with respect to the financial institutions. At times, the Company’s deposits held in the U.S. may exceed the Federal Depository Insurance Corporation insured limits. No losses have been experienced related to such amounts. |
Segments | Segments Operating segments are defined as components of an entity for which separate financial information is available and that is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources to an individual segment and in assessing performance. The Company determined that the CEO and President act together as the Company’s CODM. The CODM reviews financial information separately for DTC and wholesale for purposes of making operating decisions, allocating resources, and evaluating financial performance. As such, the Company has determined that it operates in two reportable segments. See Note 16 f or disaggregated financial information by reportable segment. |
Business Combinations and Asset Acquisitions | Business Combinations and Asset Acquisitions The Company accounts for business combinations and asset acquisitions in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations . The results of acquisitions are included in the Company’s consolidated financial statements from the date of the acquisition. Purchase accounting results in acquired assets and liabilities generally being recognized at their estimated fair values on the acquisition date. In a business combination, any excess consideration over the fair value of assets acquired and liabilities assumed is recognized as goodwill. In an asset acquisition, any excess consideration over the fair value of assets acquired and liabilities assumed is allocated to the assets acquired and liabilities assumed on a relative fair value basis. Determining the fair value of assets acquired and liabilities assumed requires management to use significant judgment and estimates, including the selection of valuation methodologies, estimates of future revenue, costs, and cash flows, discount rates, and selection of comparable companies. The Company engages the assistance of valuation specialists in concluding on fair value measurements in connection with management’s determination of the fair values of assets acquired and liabilities assumed. During the measurement period of a business combination, if new information is obtained about facts and circumstances that existed as of the acquisition date, changes in the estimated fair values of the net assets recorded may change the amount of the purchase price allocable to the excess over the fair value of assets acquired. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and accompanying notes. Significant estimates include, but are not limited to, fair value of financial instruments, fair value of acquired assets, revenue recognition, and stock-based compensation. Actual results may differ materially from these estimates. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable is stated as the amount billed, net of an allowance for doubtful accounts and sales returns. The Company’s allowance for doubtful accounts is adjusted periodically and is based on management's consideration of the age, nature of the past due accounts, historical losses, existing economic conditions, and specific analysis of each account. Changes in the Company’s estimate to the allowance for doubtful accounts are recorded through bad debt expense and individual accounts are charged against the allowance when all reasonable collection efforts are exhausted. Collections of previously written off accounts are recognized as an offset to bad debt expense in the period they are received. The allowance for doubtful accounts and sales returns was $ 0.2 million for both the years ended December 31, 2021 and 2020. The following table summarizes the allowance for doubtful accounts (in thousands): December 31, December 31, 2021 2020 Beginning balance $ 238 $ 272 Provision 4,009 2,667 Write-offs, net ( 4,071 ) ( 2,701 ) Ending balance $ 176 $ 238 |
Inventory | Inventory Inventory consists primarily of finished products (ready for sale), boxes/packaging, and raw materials (juice, wine, bottles, labels, etc.) and all inventories are stated at the lower of cost or net realizable value, using the first-in, first-out method. All inventories are classified as current assets in accordance with recognized industry practice, although a portion of such inventories will be aged for periods longer than one year. The Company periodically reviews inventory for obsolete, spoiled, or slow-moving items based on prior sales, forecasted demand, and historical experience, and as of December 31, 2021 and 2020, no allowance was required. However, inventory is reduced for estimated losses related to shrinkage, which is based on historical losses verified by physical inventory counts. As of December 31, 2021 and 2020, there was no material shrinkage. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost and depreciated using the straight-line method over their estimated useful lives. Leasehold improvements are amortized over the shorter of the lease term or the estimate useful lives of the assets. The following table presents the estimated useful lives generally assigned to each asset category: Category Useful Life Machinery and equipment 2 - 5 years Computers and server equipment 3 - 5 years Furniture and fixtures 5 years Purchased software and licenses 5 years Capitalized software 3 - 5 years Website development 2 years Expenditures associated with upgrades and enhancements that improve, add functionality, or otherwise extend the life of property and equipment are capitalized, while expenditures that do not, such as repairs and maintenance, are expensed as incurred. Total repairs and maintenance amounted to $ 0.1 million for both the years ended December 31, 2021 and 2020. |
Impairment of long lived assets | Impairment of Long-lived Assets The Company reviews its depreciable long-lived assets for impairment when there is evidence that events or changes in circumstances indicate that the carrying values may not be recoverable. An impairment loss may be recognized when the undiscounted cash flows expected to be generated by a long-lived asset (or group assets) are less than its carrying value. Any required impairment loss would be measured as the amount by which the asset’s carrying value exceeds its fair value and would be recorded as a reduction in the carrying value of the related asset and charged against earnings. There was no im pairment of long-lived assets recognized by the Company during the years ended December 31, 2021 or 2020. |
Leases and deferred rent | Leases and Deferred Rent The Company accounts for leases in accordance with ASC 840, Leases . The Company categorizes leases at their inception as either operating or capital. Under ASC 840, a lease arrangement is classified as a capital lease if at least one of the following criteria are met: (i) transfer of ownership to the Company prior to or shortly after the end of the lease term, (ii) the Company has a bargain purchase option during or at the end of the lease term, (iii) the lease term is equal to 75% or more of the underlying asset’s economic life, or (iv) the present value of future minimum lease payments (excluding executory costs) is equal to 90% or more of the fair value of the leased property. Rent expense is recorded on a straight-line basis over the lease term. Deferred rent is the difference between rent payments and rent expense in any period and is recorded as a liability in the consolidated balance sheets and amortized as a reduction of rent expense over the term of the lease. |
Warrant liabilities | Warrant Liabilities Prior to its IPO, the Company issued warrants to purchase redeemable convertible preferred stock in conjunction with certain debt and equity financings. Upon issuance, the Company accounted for its issued warrants as liabilities (in accordance with ASC 480) in the consolidated balance sheets. The warrant liabilities were initially measured at fair value, resulting in an implied discount on the related financing arrangement (recognized as a partial offset to the principal balance of the financing). Changes in the fair value of the warrants were recognized in earnings during each period. Upon completing the IPO, which occurred on November 11, 2021, the warrants then met the conditions for equity classification as they became exercisable into common stock. On November 11, 2021, the outstanding warrants were revalued one final time and the fair value of the warrants was reclassified from liabilities to stockholders' equity. For the years ended December 31, 2021 and 2020, the Company recognized other income of $ 0.4 million and other expense $ 0.2 million, respectively, related to the change in the fair value of issued warrants. Se e Note 11 for d escription of warrant liabilities and the related valuations. |
Deferred Charges Policy [Text Block] | Deferred Offering Costs Costs directly related to the Company’s IPO are deferred for expense recognition and instead capitalized and recorded within other assets (non-current) on the accompanying consolidated balance sheets. These costs consist of legal fees, accounting fees, and other applicable professional services. As of December 31, 2021 and December 31, 2020, there were no deferred offering costs capitalized. Costs related to the Company's IPO were deferred until completion of the IPO on November 11, 2021, at which time $ 2.6 million of offering costs were reclassified to additional paid-in capital as a reduction of the IPO proceeds. |
Redeemable Convertible Preferred Stock | Redeemable Convertible Preferred Stock The Company classifies redeemable convertible preferred stock outside of stockholders’ deficit on the accompanying balance sheets. The Company records the issuance of redeemable convertible preferred stock at the issuance price, net of related issuance costs. Concurrent with the IPO, all then-outstanding shares of redeemable convertible preferred stock outstanding were automatically converted into an aggregate of 8,395,808 shares of common stock and were reclassified into permanent equity. Following the IPO, there were no shares of redeemable convertible preferred stock outstanding. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). ASC 606 provides that revenues are to be recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration expected to be received for those goods or services. Revenue is recognized when or as the performance obligation has been satisfied and control of the product has transferred to the customer. In evaluating the timing of the transfer of control of products to customers, the Company considers several indicators, including significant risks and rewards of products, the right to payment, and the legal title of the products. Deferred revenue represents billings or payments received in advance of services performed. The Company generates revenue from the following revenue streams: Direct to Consumer (“DTC”) Sales: Wine sales direct to customers through monthly membership or individual orders of bottles. Customers can skip a month and a membership is not required to purchase wine. Wholesale Sales: Direct-to-buyer wine sales in large quantities to various businesses and other wholesale customers. Breakage Sales: Sales recognized from the unused gift cards and prepaid credits. The Company's primary performance obligation is to transfer a specific quantity of wine to the customer, whether that be to the consumer directly or through wholesale. The Company’s principal terms of DTC sales are FOB destination and the Company transfers control and records revenue for online wine sales upon receipt of the wine by the customer. Wholesale revenue is recognized when the product ships from one of the Company’s distribution points. Accordingly, revenues from online and wholesale sales are recognized at a point in time when the customer obtains control of the wine. Revenue is measured as the amount of consideration the Company expects to receive in exchange for the transfer of wine and is generally based on a fixed price according to a contract. Shipping and handling fees charged to customers are reported within revenue and the Company elected to exclude sales tax assessed by a government authority from the transaction price. Incidental items that are immaterial in the context of the contract are recognized as expense. The Company does not have any significant financing components as payment is received at or shortly after the point of sale. Costs incurred to obtain a contract are expensed as incurred when the amortization period is less than a year. Sales allowances related to returns are generally not material to the consolidated financial statements. Estimates for sales allowances are based on, among other things, an assessment of historical trends, information from customers, and anticipated returns related to current sales activity. These estimates are established in the period of sale and reduce revenue in the period of sale. Gift cards and prepaid credits are recorded as a contract liability when sold and recorded as revenue when the customer redeems the gift card or prepaid credit. Based on historical redemption rates, a percentage of gift cards and prepaid credits will not be redeemed, which is referred to as “breakage.” Breakage revenue is recognized in proportion to the pattern of redemption by the customer, which the Company determined to be the historical redemption rate. See Note 16 for disaggregated revenue disclosure. |
Cost of Revenues | Cost of Revenues Cost of revenues consists of wine-related costs, bottling materials, packaging, fulfillment costs, credit card fees, shipping costs, and storage costs. |
Advertising Costs | Advertising Costs Advertising costs are expensed in the period incurred and are included as marketing expenses in the consolidated statements of operations. Advertising costs amounted to $ 17.2 million and $ 16.7 million for the years ended December 31, 2021 and 2020, respectively. |
Stock based compensation | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC 718, Stock Compensation . The Company accounts for all stock-based awards granted to employees and non-employees as stock-based compensation expense based on the grant date fair value. Stock-based compensation is classified in the accompanying consolidated statements of operations based on the function to which the related services are provided. The Company uses the Black-Scholes option-pricing model to determine the fair value of stock options on the date of grant. Calculating the fair value of stock options using the Black-Scholes model requires certain highly subjective inputs and assumptions. The Company estimates the expected term of stock options granted based on the simplified method and estimates the volatility of its common stock on the date of grant based on the average historical stock price volatility of comparable publicly-traded companies. The simplified method calculates the expected term as the mid-point between the weighted-average time to vesting and the contractual maturity. The simplified method is used as the Company does not have sufficient historical data regarding stock option exercises. In addition, the Company accounts for forfeitures as they occur. The Company records stock-based compensation expense for its stock options on a straight-line basis over the requisite service period. Prior to the Company’s IPO, the absence of an active market for the Company’s common stock required the Company’s board of directors, which includes members who possess extensive business, finance, and venture capital experience, to determine the fair value of its common stock for purposes of granting stock options. The Company obtained contemporaneous third-party valuations to assist the board of directors in determining the fair value of the Company’s common stock. All stock options granted are exercisable at a price per share not less than the fair value of the shares of the Company’s common stock as determined by the board of directors (the “Fair Value”) underlying those stock options on their respective grant dates. During the year ended December 31, 2021, the Company granted restricted stock unit awards, or RSUs, to each of the Company's non-employee directors, which became effective in connection with the closing of the IPO. The fair value of RSUs on the date of grant was determined utilizing the price of the Company's common stock upon IPO. The Company records stock-based compensation expense for its RSUs on a straight-line basis over the requisite service period. Compensation expense totaled $ 1.3 million and $ 0.3 million for the years ended December 31, 2021 and 2020, respectively. |
Income taxes | Income Taxes The Company provides for income taxes using the asset and liability method. Deferred income taxes are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted statutory tax rates in effect for years in which differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to reflect uncertainty associated with their ultimate realization. The Company’s net deferred tax assets have a full valuation allowance against them due to such uncertainty. The Company evaluates its uncertain tax positions in a two-step process. First, the Company determines whether it is more likely than not that a tax position will be sustained upon examination by the taxing authorities. If a tax position meets the more-likely-than-not recognition threshold it is then measured to determine the amount of benefit to recognize in the consolidated financial statements. The tax position is measured as the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company currently does not have any unrecognized tax benefits. |
Internally Developed Software Costs | Internally Developed Software Costs Computer software development costs are expensed as incurred, except for internal use software or website development costs that qualify for capitalization as described below, and include compensation and related expenses, costs of computer hardware and software, and costs incurred in developing features and functionality. For computer software developed or obtained for internal use, costs that are incurred in the preliminary project and post implementation stages of software development are expensed as incurred. Costs incurred during the application and development stage are capitalized. Capitalized costs are amortized using the straight-line method over a three-year estimated useful life, beginning in the period in which the software is available for use. Capitalized software development costs, net of accumulated amortization, totaled $ 0.5 million for both years ended December 31, 2021 and 2020. Amortization of software costs was $ 0.3 million and $ 0.4 million for th e years ended December 31, 2021 and 2020, respectively. |
Earnings per Share | per Share Basic loss per share attributable to common stockholders is calculated by dividing net loss attributable to common stockholders by the weighted average shares outstanding during the period, without consideration for common stock equivalents. Diluted loss per share attributable to common stockholders is calculated by adjusting weighted average shares outstanding for the dilutive effect of common stock equivalents outstanding for the period, determined using the treasury-stock and if-converted methods. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company's financial instruments include cash, accounts receivable, employee advances, accounts payable, accrued liabilities, line of credit, and notes payable. The Company believes that the fair value of these financial instruments approximates their carrying amounts based on current market indicators, such as prevailing market rates and the short-term maturities of certain financial instruments. The Company measures the fair value of financial assets and liabilities recorded at fair value based on the guidance of ASC 820, Fair Value Measurements and Disclosures (“ASC 820”) which defines fair value, establishes a framework for measuring fair value, and establishes a fair value hierarchy, which requires an entity to expand disclosures about fair value measurements. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) 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 under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. The standard describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following: Level 1 - Quoted prices in active markets for identical assets or liabilities. Level 2 - Observable inputs other than quoted prices in active markets for identical assets or liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data. Level 3 - Inputs that are unobservable and supported by little or no market activity. Prior to the completion of the IPO, the Company utilized Level 3 inputs (see Note 11) to derive the estimated fair value of its warrant liabilities, which were measured on a recurring basis prior to being reclassified into equity in conjunction with the IPO. Subsequent to the IPO on November 11, 2021, the Company did no t have any assets or liabilities that were measured using Level 3 inputs on a recurring or nonrecurring basis. There were no transfers between levels during the years ended December 31, 2021 and 2020. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) which supersedes FASB ASC Topic 840, Leases (Topic 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. The new standard requires the lessees to classify leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee, and such classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease, respectively. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than twelve months regardless of classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) : Effective Dates, which revised the effective date for ASU No. 2016-02, Leases (Topic 842) for fiscal years beginning after December 15, 2020. In June 2020, the FASB issued ASU No. 2020-05, Revenue From Contracts With Customers (Topic 606) and Leases (Topic 842): Effective Dates for Certain Entities , further delaying the effective date for ASU No. 2016-02, Leases (Topic 842) to fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. The Company adopted ASU No . 2019-10 and ASU No. 2020-05 upon issuance by the FASB. Effective January 1, 2022, the Company adopted ASU No. 2016-02. Our most significant leases are office and warehouse leases. We will be required to recognize right-of-use assets and lease liabilities for the present value of these minimum lease payments. These types of leases will be classified as operating leases under the new guidance, which would result in the expense being recognized on a straight-line basis over the lease term. Upon adoption of this guidance, in connection with our leases, we recognized right-of-use assets and offsetting lease liabilities. In determining right-of-use assets and lease liabilities, the Company estimated an appropriate incremental borrowing rate on a fully-collateralized basis for the terms of the leases. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326) , as amended, which sets forth a “current expected credit loss” (CECL) model that requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to certain off-balance sheet credit exposures. The standard is effective for fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes , which is intended to simplify various aspects related to accounting for income taxes. The new standard removes certain exceptions to the general principles in Topic 740 and clarifies and amends existing guidance to improve consistent application. The standard is effective for fiscal years beginning after December 15, 2021 and interim periods within fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company is currently evaluating the impact of adopting this standard on its consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of changes in the Allowance for Doubtful Accounts | The following table summarizes the allowance for doubtful accounts (in thousands): December 31, December 31, 2021 2020 Beginning balance $ 238 $ 272 Provision 4,009 2,667 Write-offs, net ( 4,071 ) ( 2,701 ) Ending balance $ 176 $ 238 |
Schedule of Property and Equipment Estimated Useful Lives | The following table presents the estimated useful lives generally assigned to each asset category: Category Useful Life Machinery and equipment 2 - 5 years Computers and server equipment 3 - 5 years Furniture and fixtures 5 years Purchased software and licenses 5 years Capitalized software 3 - 5 years Website development 2 years |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Raw materials $ 5,615 $ 4,753 Finished goods 18,086 6,980 Packaging 187 147 Total inventory $ 23,888 $ 11,880 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Prepaid Expense And Other Assets Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Prepaid wine crushing services $ 3,045 $ 1,252 Prepaid freight 1,484 488 Prepaid software licenses 861 151 Prepaid insurance and benefits 842 372 Prepaid other 586 613 Deposits 43 19 Prepaid marketing 26 151 Total prepaid expenses and other current assets $ 6,887 $ 3,046 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Furniture and fixtures $ 763 $ 643 Leasehold improvements 370 304 Machinery and equipment 337 262 Computers and server equipment 257 153 Website development 168 168 Purchased software and licenses 132 132 2,027 1,662 Less: accumulated depreciation ( 1,531 ) ( 1,496 ) Total property and equipment, net $ 496 $ 166 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Supplier relationships gained in acquisition $ 11,373 $ — Capitalized software 2,322 1,966 13,695 1,966 Less: accumulated amortization ( 2,158 ) ( 1,478 ) Total intangible assets, net $ 11,537 $ 488 |
Summary of Amortization Expense Expected to be Recognized for the Company's Capitalized Software | The following tab le summarizes amortization expense expected to be recognized for the Company's capitalized software and supplier relationships as of December 31, 2021 (in thousands): December 31, 2021 2022 $ 851 2023 756 2024 660 2025 586 2026 586 Thereafter 8,098 Total $ 11,537 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following as of December 31, 2021 and 2020 (in thousands): December 31, December 31, 2021 2020 Inventory received not billed $ 1,599 $ 1,944 Accrued acquisition consideration 1,563 — Accrued payroll liabilities 914 659 Accrued professional fees 797 57 Accrued marketing 701 634 Accrued alcohol and tobacco tax 140 318 Accrued shipping 193 472 Other 855 675 Total accrued liabilities $ 6,762 $ 4,759 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities and Principal Repayments of Long-Term Debt | Company has no stated debt maturities or scheduled principal repayments as of December 31, 2021. |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Warrants Issued | In connection with certain past debt and equity financings, the Company issued warrants, of which the following were outstanding as of December 31, 2021, all of which were exercisable upon issuance: Date Issued Number of Shares Stock Series Price per Share Expiration Date April 15, 2016 2,862 Common Stock $ 10.48 April 15, 2026 December 7, 2017 834 Common Stock $ 10.48 December 7, 2024 December 29, 2017 107,455 Common Stock $ 10.48 December 29, 2027 April 6, 2021 288,476 Common Stock $ 14.00 April 6, 2026 November 10, 2021 50,769 Common Stock $ 14.30 November 10, 2026 |
Schedule of Assumptions Used to Determine Fair Value of Warrant Liabilities | All then outstanding warrants were revalued one final time as of the date of the IPO using the following assumptions. November 11, 2021 December 31, 2020 Risk free interest rates 1.23 % – 1.56 % 0.25 % Expected term (in years) 3.07 – 6.13 2.50 – 6.99 Dividend yield — — Expected volatility 60 % 60 % Fair value of underlying $ 13.00 $ 14.00 |
Schedule of Aggregate Fair Value of Warrant Liabilities | The following table provides a roll-forward of the aggregate fair value of the Company’s warrant liabilities (in thousands): Warrant Liabilities Fair value at December 31, 2019 $ 859 Change in fair value of warrant liabilities 208 Fair value at December 31, 2020 1,067 Issuance of Series F warrants 2,035 Change in fair value of warrant liabilities ( 388 ) Exercise of warrants ( 89 ) Reclassification to permanent equity ( 2,625 ) Fair value at December 31, 2021 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Future Rental Commitments under Non-cancelable Operating Leases | Minimum future rental commitments under non-cancelable operating leases, primarily for equipment and office facilities, as of December 31, 2021 are as follow (in thousands): December 31, Year ending December 31, 2021 2022 $ 2,007 2023 918 2024 181 Total $ 3,106 |
Schedule of Minimum Future Sublease Rental Income under Non-cancelable Operating Subleases | Minimum future sublease rental income under the non-cancelable operating subleases as of December 31, 2021, are as follows (in thousands): December 31, Year ending December 31, 2021 2022 $ 749 2023 67 Total $ 816 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Valuation Assumptions for Options Granted | The following table summarizes the key valuation assumptions for options granted during the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Risk free interest rates 0.98 % – 1.11 % 0.34 % – 0.44 % Expected term (in years) 5.53 – 6.12 5.46 – 6.09 Dividend yield — — Expected volatility 36.91 % - 37.10 % 36.20 % - 36.76 % Fair value of underlying $ 5.13 - $ 5.26 $ 1.36 - $ 1.92 |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Company’s stock-based compensation plan during the year ended December 31, 2021: Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2019 2,199,124 $ 1.32 8.02 $ — Exercised ( 56,250 ) 1.66 4.99 173 Granted 356,937 4.02 9.42 252 Forfeited ( 8,244 ) 3.86 — 7 Expired ( 138,615 ) 1.66 — 424 Outstanding as of December 31, 2020 2,352,952 1.69 7.51 — Exercised ( 2,124,171 ) 1.66 6.58 7,625 Granted 436,173 5.28 6.82 — Forfeited ( 97,249 ) 5.03 — 35 Expired ( 4,092 ) 3.79 — 11 Outstanding as of December 31, 2021 563,613 3.71 7.61 871 Vested and exercisable as of December 31, 2021 236,208 $ 2.28 5.65 $ 702 |
Stockholders' Equity and Rede_2
Stockholders' Equity and Redeemable Convertible Preferred Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | December 31, 2020 Shares Shares Net Common Aggregate Series Seed Preferred Stock 13,296,372 1,655,186 $ 3,628 1,655,186 $ 3,628 Series A Preferred Stock 8,276,928 1,034,604 9,458 1,034,604 10,006 Series B Preferred Stock 13,381,711 1,669,848 17,472 1,669,848 17,499 Series B-1 Preferred Stock 7,736,552 858,825 8,942 858,825 13,501 Series C Preferred Stock 8,209,586 1,026,198 9,500 1,026,198 15,000 Series D Preferred Stock 10,611,205 822,214 5,877 822,214 9,306 Series E Preferred Stock 10,000,000 200,111 1,585 200,111 2,806 Total 71,512,354 7,266,986 $ 56,462 7,266,986 $ 71,746 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Information | The following tables summarize information for the reportable segments (in thousands): For the year ended December 31, 2021: For the Year Ended December 31, 2021 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 53,931 $ 17,042 $ 1,096 $ — $ 72,069 Cost of revenues 30,886 10,569 489 — 41,944 Gross profit 23,045 6,473 607 — 30,125 Operating expenses ( 23,088 ) ( 4,086 ) ( 2,137 ) ( 17,611 ) ( 46,922 ) Interest expense — — — ( 654 ) ( 654 ) Income from change in fair value of warrant liabilities — — — 388 388 Other income, net — — — 1,101 1,101 Gain on debt forgiveness from Paycheck Protection Program — — — 1,364 1,364 Income (loss) before income taxes $ ( 43 ) $ 2,387 $ ( 1,530 ) $ ( 15,412 ) $ ( 14,598 ) For the year ended December 31, 2020: For the Year Ended December 31, 2020 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 54,854 $ 8,237 $ 1,616 $ — $ 64,707 Cost of revenues 31,799 5,844 709 — 38,352 Gross profit 23,055 2,393 907 — 26,355 Operating expenses ( 18,448 ) ( 2,748 ) ( 1,257 ) ( 10,314 ) ( 32,767 ) Interest expense — — — ( 834 ) ( 834 ) Expense from change in fair value of warrant liabilities — — — ( 208 ) ( 208 ) Other income, net — — — 523 523 Income (loss) before income taxes $ 4,607 $ ( 355 ) $ ( 350 ) $ ( 10,833 ) $ ( 6,931 ) |
Basic and Diluted Net Loss Pe_2
Basic and Diluted Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following securities were excluded due to their anti-dilutive effect on net loss per common share recorded for the years ended December 31, 2021 and 2020: Years Ended December 31, 2021 2020 Stock options outstanding 563,613 2,352,952 Unvested stock options early exercised 867,989 — Redeemable convertible preferred stock — 7,266,986 Warrants to purchase common stock 450,396 117,994 Restricted stock units outstanding 56,900 — Total 1,938,898 9,737,932 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of income tax expense are as follows for the years ended December 31, 2021 and 2020 (in thousands): Years Ended December 31, 2021 2020 Current: Federal $ — $ — State 50 27 Total current 50 27 Total provision for income taxes $ 50 $ 27 |
Schedule Of Effective Income Tax Rate Reconciliation | A reconciliation of the income tax expense to the amount computer by applying the statutory federal income tax rate to income before tax are as follows for the years ended December 31, 2021 and 2020 (in thousands): Years Ended December 31, 2021 2020 Income taxes (benefit) at statutory rates $ ( 3,061 ) $ ( 1,456 ) State taxes, net of federal benefit ( 375 ) ( 282 ) Nondeductible expenses ( 348 ) 92 Nondeductible officers' compensation 182 — Change in valuation allowance 3,967 1,388 Change in state rate ( 145 ) 106 Other ( 170 ) 179 Income tax provision $ 50 $ 27 |
Schedule Of Deferred Tax Assets And Liabilities | Deferred income tax assets and liabilities are comprised of the following as of December 31, 2021 and 2020 (in thousands): Years Ended December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 16,450 $ 13,009 Interest expense carryforwards 956 736 Other 1,013 707 Total gross deferred tax assets 18,419 14,452 Valuation allowance ( 18,419 ) ( 14,452 ) Net deferred tax assets $ — $ — |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) | Nov. 11, 2021 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Issue of common shares upon conversion | 8,395,808 | ||||
Temporary equity, outstanding | 0 | 7,266,986 | |||
Allowance for doubtful accounts receivable | $ 200,000 | $ 200,000 | |||
Total repairs and maintenance | 100,000 | 100,000 | |||
Impairment of long lived assets | 0 | 0 | |||
Other income | 400,000 | 400,000 | |||
Other expenses | 200 | 200 | |||
Advertising costs | 17,200,000 | 16,700,000 | |||
Compensation expense | $ 1,300,000 | $ 300,000 | |||
Stock option exercises, Shares | 2,124,171 | 56,250 | |||
Common stock, shares authorized | 300,000,000 | 106,910,000 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 0 | |||
Convertible Preferred Stock Outstanding | 0 | ||||
Cash | $ 4,883,000 | $ 7,008,000 | |||
Accumulated deficit | (71,720,000) | (57,072,000) | |||
Negative cash flows from operating activities | (21,211,000) | 419,000 | |||
Net loss | $ (14,648,000) | $ (6,958,000) | |||
Number of preferred shares issued | 0 | 0 | |||
Deferred offering costs | $ 0 | $ 0 | |||
Fair Value, Net Asset (Liability) | 0 | ||||
Accumulated amortization | 500,000 | 500,000 | |||
Amortization of software costs | (2,158,000) | (1,478,000) | |||
Capitalized software | |||||
Amortization of software costs | $ 300,000 | $ 400,000 | |||
Series F Redeemable Convertible Preferred Stock | |||||
Shares, Issued | 714,272 | ||||
Proceeds from share issued | $ 7,300,000 | ||||
Redeemable Convertible Preferred Stock | |||||
Issue of common shares upon conversion | 8,395,808 | ||||
Temporary equity, outstanding | 7,266,986 | 6,401,491 | |||
Series F Preferred Stock | |||||
Number of preferred shares issued | 714,272 | ||||
Series E Preferred Stock | |||||
Number of preferred shares issued | 332,220 | 200,111 | |||
Series E Redeemable Convertible Preferred Stock | |||||
Shares, Issued | 332,220 | ||||
Proceeds from share issued | $ 4,100,000 | ||||
IPO | |||||
Sale of stock, transaction date | Nov. 11, 2021 | ||||
Sale of stock, number of shares | 1,692,308 | ||||
Sale of stock, price per share | $ 13 | ||||
Aggregate new proceeds from offering | $ 17,700,000 | ||||
Temporary equity, outstanding | 0 | 0 | |||
Deferred offering costs | $ 2,600,000 | ||||
IPO | Series F Preferred Stock | |||||
Shares, Issued | 7,663 | ||||
IPO | Series E Preferred Stock | |||||
Shares, Issued | 3,239 | ||||
Boutique Wine Distributor [Member] | |||||
Additional cash payments contingent upon achieving performance targets | $ 4,000,000 | ||||
Contingent consideration liability | $ 2,000,000 | $ 1,300,000 | |||
Boutique Wine Distributor [Member] | Series F Preferred Stock | |||||
Number of preferred shares issued | 71,428 | 71,428 | |||
Shares, Issued | 71,428 | ||||
Natural Merchants [Member] | |||||
Additional cash payments contingent upon achieving performance targets | $ 4,000,000 | ||||
Contingent consideration liability | 2,000,000 | ||||
Line of credit | $ 10,000,000 |
Basis of Presentation - Summary
Basis of Presentation - Summary of changes in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 238 | $ 272 |
Provision | 4,009 | 2,667 |
Write-offs, net | (4,071) | (2,701) |
Ending balance | $ 176 | $ 238 |
Basis of presentation - Summa_2
Basis of presentation - Summary of Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Machinery and Equipment | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives | 5 years |
Machinery and Equipment | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives | 2 years |
Computers and Server Equipment | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives | 5 years |
Computers and Server Equipment | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives | 3 years |
Furniture and Fixtures | |
Property Plant And Equipment [Line Items] | |
Useful lives | 5 years |
Leasehold improvements | |
Property Plant And Equipment [Line Items] | |
Useful lives | 5 years |
Purchased software and licenses | |
Property Plant And Equipment [Line Items] | |
Useful lives | 3 years |
Capitalized software | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Useful lives | 2 years |
Acquisition of Natural Mercha_2
Acquisition of Natural Merchants, Inc. - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Stock [Line Items] | |||
Purchase, in cash | $ 8,758 | ||
Acquisitions, number of preferred shares | 0 | 0 | |
Amortization Expense | $ 600 | $ 400 | |
Series F Preferred Stock | |||
Class Of Stock [Line Items] | |||
Acquisitions, number of preferred shares | 714,272 | ||
Boutique Wine Distributor [Member] | |||
Class Of Stock [Line Items] | |||
Total purchase price | $ 13,000 | ||
Purchase, in cash | 12,000 | ||
Acquisitions initial purchase price | $ 8,000 | ||
Additional cash payments contingent upon achieving performance targets | 4,000 | ||
Additional consideration per year | 2,000 | ||
Acquisition, intangible assets recognized | 10,000 | ||
Business combination, net working capital recognized | 2,000 | ||
Business acquisition, transaction costs | 400 | ||
Contingent consideration liability | $ 2,000 | 1,300 | |
Useful life, acquired intangible assets | 20 years | ||
Amortization Expense | $ 300 | $ 0 | |
Boutique Wine Distributor [Member] | Series F Preferred Stock | |||
Class Of Stock [Line Items] | |||
Purchase, in stock | $ 1,000 | ||
Acquisitions initial purchase price, stock | $ 1,000 | ||
Acquisitions, number of preferred shares | 71,428 | 71,428 | |
Acquisitions, preferred shares price per share | $ 14 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory current (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,615 | $ 4,753 |
Finished goods | 18,086 | 6,980 |
Packaging | 187 | 147 |
Total inventory | $ 23,888 | $ 11,880 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Prepaid Expense And Other Assets Current [Abstract] | ||
Prepaid wine crushing services | $ 3,045 | $ 1,252 |
Prepaid freight | 1,484 | 488 |
Prepaid software licenses | 861 | 151 |
Prepaid insurance and benefits | 842 | 372 |
Prepaid other | 586 | 613 |
Deposits | 43 | 19 |
Prepaid marketing | 26 | 151 |
Total prepaid expenses and other current assets | $ 6,887 | $ 3,046 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,027 | $ 1,662 |
Less: accumulated depreciation | (1,531) | (1,496) |
Total property and equipment, net | 496 | 166 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 763 | 643 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 370 | 304 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 337 | 262 |
Computers and Server Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 257 | 153 |
Website Development | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 168 | 168 |
Purchased software and licenses | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 132 | $ 132 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Abstract] | ||
Depreciation | $ 0.1 | $ 0.1 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset,gross | $ 13,695 | $ 1,966 |
Less: accumulated amortization | 2,158 | 1,478 |
Total intangible assets,net | 11,537 | 488 |
Supplier relationships gained in acquisition | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset,gross | 11,373 | |
Software | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset,gross | $ 2,322 | $ 1,966 |
Intangible Assets - Summary of
Intangible Assets - Summary of Amortization Expense Expected to be Recognized for the Company's Capitalized Software (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 | $ 851 | |
2023 | 756 | |
2024 | 660 | |
2025 | 586 | |
2026 | 586 | |
Thereafter | 8,098 | |
Total | $ 11,537 | $ 488 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization Expense | $ 0.6 | $ 0.4 |
Accrued Liabilities - Schedule
Accrued Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Inventory received not billed | $ 1,599 | $ 1,944 |
Accrued acquisition consideration | 1,563 | |
Accrued payroll liabilities | 914 | 659 |
Accrued Professional Fees | 797 | 57 |
Accrued marketing | 701 | 634 |
Other | 855 | 675 |
Accrued shipping | 193 | 472 |
Accrued alcohol and tobacco tax | 140 | 318 |
Total accrued liabilities | $ 6,762 | $ 4,759 |
Accrued Liabilities - Additiona
Accrued Liabilities - Additional Information (Detail) $ in Millions | Dec. 31, 2021USD ($) |
Payables And Accruals [Abstract] | |
Long - term accrued acquisition consideration | $ 1.8 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | Nov. 01, 2015 | Mar. 31, 2021 | Dec. 31, 2017 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 20, 2020 | Oct. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Loss on early extinguishment of debt | $ 1,364 | ||||||
Other income (expense) | 2,199 | $ (519) | |||||
Interest expense | 654 | 834 | |||||
Repayments of Lines of Credit | $ 0 | ||||||
Paycheck Protection Program, CARES Act [Member] | Western Alliance Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 1,400 | ||||||
Other income (expense) | $ 1,400 | ||||||
Revolving Credit Facility [Member] | Western Alliance Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 7,000 | $ 12,000 | |||||
Debt instrument, maturity date | May 31, 2020 | ||||||
Line of Credit [Member] | Pacific Mercantile Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 7,000 | ||||||
Line of Credit [Member] | Pacific Mercantile Bank [Member] | Prime Rate Member | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | Mar. 31, 2022 | ||||||
Basis spread on variable rate | 1.25% | 1.25% | |||||
Line of credit, interest rate | 3.25% | 3.25% | |||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 700 | $ 800 | |||||
Term Loan [Member] | Multiplier Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 5,000 | ||||||
Debt instrument, maturity date | Jun. 29, 2022 | ||||||
Debt instrument, interest rate during period | 11.50% | 11.50% | |||||
Long-term debt | $ 0 | $ 2,300 | |||||
Term Loan [Member] | Multiplier Capital [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, Interest rate, stated percentage | 11.50% | ||||||
Term Loan [Member] | Multiplier Capital [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, Interest rate, stated percentage | 14.00% | ||||||
Term Loan [Member] | Multiplier Capital [Member] | Prime Rate Member | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 6.25% |
Warrant Liabilities - Summary o
Warrant Liabilities - Summary of Warrants Issued (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Common Stock Expiring April Fifteenth Twenty Twenty Six | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Apr. 15, 2016 |
Number of Shares | shares | 2,862 |
Price per Share | $ / shares | $ 10.48 |
Expiration Date | Apr. 15, 2026 |
Common Stock Expiring December Seventh Twenty Twenty Four | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Dec. 7, 2017 |
Number of Shares | shares | 834 |
Price per Share | $ / shares | $ 10.48 |
Expiration Date | Dec. 7, 2024 |
Common Stock Expiring December Twenty Nine Twenty Twenty Seven | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Dec. 29, 2017 |
Number of Shares | shares | 107,455 |
Price per Share | $ / shares | $ 10.48 |
Expiration Date | Dec. 29, 2027 |
Common Stock Expiring April Six Twenty Twenty Six | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Apr. 6, 2021 |
Number of Shares | shares | 288,476 |
Price per Share | $ / shares | $ 14 |
Expiration Date | Apr. 6, 2026 |
Common Stock Expiring November Tenth Twenty Twenty Six | |
Class Of Warrant Or Right [Line Items] | |
Date Issued | Nov. 10, 2021 |
Number of Shares | shares | 50,769 |
Price per Share | $ / shares | $ 14.30 |
Expiration Date | Nov. 10, 2026 |
Warrant Liabilities - Schedule
Warrant Liabilities - Schedule of Assumptions Used to Determine Fair Value of Warrant Liabilities (Details) | Nov. 11, 2021yr | Dec. 31, 2020yr |
Measurement Input, Risk Free Interest Rate | ||
Risk free interest rates | 0.25 | |
Measurement Input, Risk Free Interest Rate | Maximum [Member] | ||
Risk free interest rates | 1.56 | |
Measurement Input, Risk Free Interest Rate | Minimum [Member] | ||
Risk free interest rates | 1.23 | |
Measurement Input, Expected Term | Maximum [Member] | ||
Risk free interest rates | 6.13 | 6.99 |
Measurement Input, Expected Term | Minimum [Member] | ||
Risk free interest rates | 3.07 | 2.50 |
Measurement Input, Expected Dividend Rate | ||
Risk free interest rates | 0 | 0 |
Measurement Input, Price Volatility | ||
Risk free interest rates | 60 | 60 |
Measurement Input, Share Price | ||
Risk free interest rates | 13 | 14 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2021 | Dec. 31, 2020 | Nov. 11, 2021 | Nov. 10, 2021 | Apr. 06, 2021 | |
Class Of Warrant Or Right [Line Items] | |||||
Income (expense) from change in fair value of warrant liabilities | $ 388,000 | $ (208,000) | |||
Fair value adjustment of warrants | $ 0 | $ 1,100,000 | $ 2,600,000 | ||
Issued Warrants | 6,843 | ||||
Warrants and Rights Outstanding | $ 100,000 | ||||
Class of warrant or right, outstanding | 6,843 | ||||
Fair value of warrants upon issuance | $ 200 | ||||
I P O [Member] | |||||
Class Of Warrant Or Right [Line Items] | |||||
Warrant exercisable | 2,772 | ||||
Issued Warrants | 50,769 | ||||
Class of warrant or right, outstanding | 50,769 |
Warrant Liabilities - Schedul_2
Warrant Liabilities - Schedule of Aggregate Fair Value of Warrant Liabilities (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair value | $ 1,100 | |
Issuance of Series F warrants | 2,035 | |
Income from change in fair value of warrant liabilities | (388) | $ 208 |
Exercise of warrants | (89) | |
Reclassification from liabilities to equity | (2,625) | |
Fair value | 0 | 1,100 |
Warrant | ||
Fair value | $ 1,067 | 859 |
Fair value | $ 1,067 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Minimum Future Rental Commitments under Non-cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 2,007 |
2023 | 918 |
2024 | 181 |
Total | $ 3,106 |
Commitments and Contingencies_2
Commitments and Contingencies - Additional Information (Details) $ in Millions | 12 Months Ended | |
Dec. 31, 2021USD ($)Lease | Dec. 31, 2020USD ($) | |
Lessee, Lease, Description [Line Items] | ||
Number of non-cancelable operating leases | Lease | 5 | |
Number of non-cancelable sublease agreements | Lease | 2 | |
Sublease expiration period | 2023-01 | |
Rent Expense | $ | $ 1.7 | $ 1.2 |
sublease rental income | $ | $ 1.3 | $ 0.6 |
Maximum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lease expiration period | 2024-09 | |
Minimum [Member] | ||
Lessee, Lease, Description [Line Items] | ||
Lease expiration period | 2022-07 |
Commitments and Contingencies_3
Commitments and Contingencies - Schedule of Minimum Future Sublease Rental Income under Non-cancelable Operating Subleases (Details) $ in Thousands | Dec. 31, 2021USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2022 | $ 749 |
2023 | 67 |
Total | $ 816 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 4 Months Ended | 12 Months Ended | |||||
Oct. 31, 2021 | May 31, 2021 | Apr. 30, 2021 | Feb. 28, 2021 | Sep. 30, 2021 | May 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Nov. 11, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Weighted-average grant date fair value per share of stock options granted | $ 5.25 | ||||||||
Aggregate intrinsic values of stock option awards exercised | $ 7,600 | ||||||||
Total unvested and unexercised shares under options | 327,405 | 1,321,784 | |||||||
Total fair value of shares vested | $ 1,200 | $ 4,900 | |||||||
Stock based compensation expense | 1,100 | 300 | |||||||
Unrecognized compensation cost related to unvested stock options | $ 1,800 | ||||||||
Weighted average period expected to be recognized | 1 year 2 months 19 days | ||||||||
Early exercise of shares | 1,055,964 | ||||||||
Early exercise stock option liability | $ 1,800 | $ 100 | |||||||
Stock option exercises, Shares | 2,124,171 | 56,250 | |||||||
Allocated Share Based Compensation Expense | $ 1,300 | $ 300 | |||||||
Promissory notes payment terms | The promissory notes are prepayable at any time at the option of the employee and are payable at the earlier of: (i) the date of any sale, transfer or other disposition of all or any portion of the shares, (ii) five years from the date of the promissory note, or (iii) the latest date repayment must be made to prevent a violation of Section 13(k) of the Securities Exchange Act of 1934. | ||||||||
Common Stock Granted | 436,173 | 356,937 | |||||||
Total value of shares | $ 700 | ||||||||
common stock reserved for future issuance | 1,314,321 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 867,989 | 18,750 | |||||||
Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock based compensation expense | $ 3,500 | ||||||||
IPO | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Sale of stock, price per share | $ 13 | ||||||||
Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Unrecognized compensation cost related to unvested stock options | $ 600 | ||||||||
Weighted average period expected to be recognized | 5 months 12 days | ||||||||
Allocated Share Based Compensation Expense | $ 200 | ||||||||
Rsu Vested | $ 0 | ||||||||
Chief Executive Officer | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 915,721 | ||||||||
Aggregate principal balance | $ 3,500 | $ 3,500 | |||||||
Accrued interest rate | 4.07% | 2.25% | 2.25% | ||||||
General Counsel | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 200,606 | ||||||||
President | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 715,500 | ||||||||
Chief Financial Officer | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 127,296 | ||||||||
Chief Operating Officer | Employee Promissory Notes | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock option exercises, Shares | 125,000 | ||||||||
Maximum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Incentive stock options granted to optionees expiration period | 10 years | ||||||||
2013 Equity Incentive Plan [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of options granted with an exercise price | 110.00% | ||||||||
Share-based compensation Description | Incentive stock options and non-statutory stock options granted pursuant to the terms of the 2021 Equity Plan cannot be granted with an exercise price of less than 100% of the fair market value of the underlying Company stock on the date of the grant (110% if the incentive stock option is issued to an individual that owns more than 10% of the Company’s outstanding voting stock). | ||||||||
Percentage of outstanding stock owned | 0.10 | ||||||||
Incentive stock options granted to optionees expiration period | 5 years | ||||||||
Percentage of options granted | 0.25 | ||||||||
Period for grant with the remaining balance vesting | 3 years | ||||||||
2013 Equity Incentive Plan [Member] | Minimum [Member] | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Percentage of options granted with an exercise price | 100.00% | ||||||||
Employee Stock Purchase Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock Issued During Period Shares Employee Stock Purchase Plans | 262,864 | ||||||||
Stock possessing percentage | 5.00% | ||||||||
Common Stock Granted | 0 | ||||||||
2021 Equity Incentive Plan | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
cash compensation | $ 500,000 | ||||||||
Non-Employee Director [Member] | Director Compensation Program [Member] | Restricted Stock Units | |||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||
Stock based compensation expense | $ 250,000 |
Stock Based Compensation - Sche
Stock Based Compensation - Schedule of Valuation Assumptions for Options Granted (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free interest rates | 0.98% | 0.34% |
Expected term (in years) | 5 years 6 months 10 days | 5 years 5 months 15 days |
Expected volatility | 36.91% | 36.20% |
Fair value of preferred stock | $ 5.13 | $ 1.36 |
Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free interest rates | 1.11% | 0.44% |
Expected term (in years) | 6 years 1 month 13 days | 6 years 1 month 2 days |
Expected volatility | 37.10% | 36.76% |
Fair value of preferred stock | $ 5.26 | $ 1.92 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Outstanding as of December 31, 2019 | 2,352,952 | 2,199,124 | |
Exercised | (2,124,171) | (56,250) | |
Common Stock Granted | 436,173 | 356,937 | |
Forfeited | (97,249) | (8,244) | |
Expired | (4,092) | (138,615) | |
Ending Balance | 563,613 | 2,352,952 | 2,199,124 |
Vested and exercisable as of December 31, 2021 | 236,208 | ||
Outstanding as of December 31, 2019 | $ 1.69 | $ 1.32 | |
Exercised | 1.66 | 1.66 | |
Granted | 5.28 | 4.02 | |
Forfeited | 5.03 | 3.86 | |
Expired | 3.79 | 1.66 | |
Ending balance | 3.71 | $ 1.69 | $ 1.32 |
Vested and exercisable as of December 31, 2021 | $ 2.28 | ||
Ending Balance | 7 years 7 months 9 days | 7 years 6 months 3 days | 8 years 7 days |
Exercised | 6 years 6 months 29 days | 4 years 11 months 26 days | |
Granted | 6 years 9 months 25 days | 9 years 5 months 1 day | |
Ending Balance | 7 years 7 months 9 days | 7 years 6 months 3 days | 8 years 7 days |
Vested and exercisable as of December 31, 2021 | 5 years 7 months 24 days | ||
Outstanding as of December 31, 2019 | $ 0 | $ 0 | |
Exercised | 7,625 | 173 | |
Granted | 0 | 252 | |
Forfeited | 35 | 7 | |
Expired | 11 | 424 | |
Ending balance | 871 | $ 0 | $ 0 |
Vested and exercisable as December of 31, 2021 | $ 702 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Defined contribution plan, description | The Company has a 401(k) defined contribution plan which permits participating U.S. employees to defer up to a maximum of 100% of their compensation, subject to limitations established by the Internal Revenue Service. Employees aged 21 and older are eligible to contribute to the plan starting 30 days after their employment date. Once eligible, participants are automatically enrolled to contribute 6% of eligible compensation or may elect to contribute a whole percentage of their eligible compensation subject to annual Internal Revenue Code limits. | |
Defined contribution plan, maximum annual contributions per employee, percent | 100.00% | |
Percentage of eligible compensation | 6.00% | |
Contributions by employer | $ 0 | $ 0 |
Stockholders' Equity and Rede_3
Stockholders' Equity and Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) | Nov. 11, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | May 31, 2021 |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 300,000,000 | 106,910,000 | ||
Common Stock Shares Issued | 13,214,612 | 945,794 | ||
Business Combination, Cash Consideration | $ 500 | |||
Temporary Equity Shares Outstanding | 0 | 7,266,986 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Proceeds from Issuance of Common Stock | $ 18,000 | |||
Common Stock Shares Outstanding | 13,214,612 | 945,794 | ||
Preferred stock, par or stated value per share | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | 0 | ||
Capital raised, net of issuance Costs | $ 1,000,000 | |||
Preferred Stock Shares Issued | 0 | 0 | ||
Dividends | $ 0 | |||
Liquidation events | $ 0 | |||
Series F Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par or stated value per share | $ 14 | |||
Additional preferred stock issued | 7,663 | |||
Capital raised, net of issuance Costs | $ 13,300,000 | |||
Preferred Stock Shares Issued | 714,272 | |||
Series F Preferred Stock | Boutique Wine Distributor [Member] | ||||
Class Of Stock [Line Items] | ||||
Preferred Stock Shares Issued | 71,428 | 71,428 | ||
Series E Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par or stated value per share | $ 14 | $ 14 | ||
Additional preferred stock issued | 3,239 | |||
Capital raised, net of issuance Costs | $ 1,600,000 | |||
Preferred Stock Shares Issued | 332,220 | 200,111 | ||
Series D Preferred Stock | ||||
Class Of Stock [Line Items] | ||||
Preferred stock, par or stated value per share | $ 11.3088 | |||
Capital raised, net of issuance Costs | $ 5,200,000 | |||
Preferred Stock Shares Issued | 665,384 | |||
I P O [Member] | ||||
Class Of Stock [Line Items] | ||||
Common Stock Shares Issued | 50,000 | |||
Sale of stock, number of shares | 1,692,308 | |||
Preferred Stock, Convertible, Shares Issuable | 8,395,808 | |||
Temporary Equity Shares Outstanding | 0 | 0 | ||
Common stock, par value | $ 13 | |||
Proceeds from Issuance of Common Stock | $ 17,700,000 | |||
Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common Stock Shares Issued | 13,214,612 | |||
Common stock, par value | $ 0.0001 | |||
Common Stock Shares Outstanding | 13,214,612 | |||
Ninth Amended and Restated Certificate of Incorporation | ||||
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 106,910,000 | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, par or stated value per share | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 10,000,000 | 71,512,354 | ||
Shares subject to repurchase | 867,989 |
Stockholders' Equity and Rede_4
Stockholders' Equity and Redeemable Convertible Preferred Stock - Schedule Of Redeemable Convertible Preferred Stock (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 0 | 71,512,354 |
Temporary equity, liquidation preference | $ 0 | $ 71,746 |
Series Seed | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 13,296,372 | |
Shares Issued and Outstanding | 1,655,186 | |
Net Carrying Value | $ 3,628 | |
Common Stock Issuable on Conversion | 1,655,186 | |
Temporary equity, liquidation preference | $ 3,628 | |
Series A Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 8,276,928 | |
Shares Issued and Outstanding | 1,034,604 | |
Net Carrying Value | $ 9,458 | |
Common Stock Issuable on Conversion | 1,034,604 | |
Temporary equity, liquidation preference | $ 10,006 | |
Series B | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 13,381,711 | |
Shares Issued and Outstanding | 1,669,848 | |
Net Carrying Value | $ 17,472 | |
Common Stock Issuable on Conversion | 1,669,848 | |
Temporary equity, liquidation preference | $ 17,499 | |
Series B1 Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 7,736,552 | |
Shares Issued and Outstanding | 858,825 | |
Net Carrying Value | $ 8,942 | |
Common Stock Issuable on Conversion | 858,825 | |
Temporary equity, liquidation preference | $ 13,501 | |
Series C Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 8,209,586 | |
Shares Issued and Outstanding | 1,026,198 | |
Net Carrying Value | $ 9,500 | |
Common Stock Issuable on Conversion | 1,026,198 | |
Temporary equity, liquidation preference | $ 15,000 | |
Series D Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 10,611,205 | |
Shares Issued and Outstanding | 822,214 | |
Net Carrying Value | $ 5,877 | |
Common Stock Issuable on Conversion | 822,214 | |
Temporary equity, liquidation preference | $ 9,306 | |
Series E Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 10,000,000 | |
Shares Issued and Outstanding | 200,111 | |
Net Carrying Value | $ 1,585 | |
Common Stock Issuable on Conversion | 200,111 | |
Temporary equity, liquidation preference | $ 2,806 | |
Redeemable Convertible Preferred Stock | ||
Class Of Stock [Line Items] | ||
Temporary equity, shares authorized | 71,512,354 | |
Shares Issued and Outstanding | 7,266,986 | |
Net Carrying Value | $ 56,462 | |
Common Stock Issuable on Conversion | 7,266,986 | |
Temporary equity, liquidation preference | $ 71,746 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segment Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 72,069 | $ 64,707 |
Cost of revenues | 41,944 | 38,352 |
Gross profit | 30,125 | 26,355 |
Operating expenses: | ||
Operating expenses | (46,922) | (32,767) |
Interest expense | (654) | (834) |
Income from change in fair value of warrant liabilities | (388) | 208 |
Gain on debt forgiveness from Paycheck Protection Program | 1,364 | |
Other income, net | 1,101 | 523 |
Income (loss) before income taxes | (14,598) | (6,931) |
DTC | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 53,931 | 54,854 |
Cost of revenues | 30,886 | 31,799 |
Gross profit | 23,045 | 23,055 |
Operating expenses: | ||
Operating expenses | (23,088) | (18,448) |
Income (loss) before income taxes | (43) | 4,607 |
Wholesale | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 17,042 | 8,237 |
Cost of revenues | 10,569 | 5,844 |
Gross profit | 6,473 | 2,393 |
Operating expenses: | ||
Operating expenses | (4,086) | (2,748) |
Income (loss) before income taxes | 2,387 | (355) |
Other Non Reporting Segment | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 1,096 | 1,616 |
Cost of revenues | 489 | 709 |
Gross profit | 607 | 907 |
Operating expenses: | ||
Operating expenses | (2,137) | (1,257) |
Income (loss) before income taxes | (1,530) | (350) |
Corporate Non Segment | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 0 | 0 |
Cost of revenues | 0 | 0 |
Gross profit | 0 | 0 |
Operating expenses: | ||
Operating expenses | (17,611) | (10,314) |
Interest expense | (654) | (834) |
Income from change in fair value of warrant liabilities | 388 | 208 |
Gain on debt forgiveness from Paycheck Protection Program | 1,364 | |
Other income, net | 1,101 | 523 |
Income (loss) before income taxes | $ (15,412) | $ (10,833) |
Basic and Diluted Net Loss Pe_3
Basic and Diluted Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 1,938,898 | 9,737,932 |
Restricted Stock Units | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 56,900 | 0 |
Stock Options Outstanding | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 563,613 | 2,352,952 |
Unvested Stock Options Early Exercised | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 867,989 | 0 |
Redeemable Convertible Preferred Stock | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 0 | 7,266,986 |
Warrants to Purchase Redeemable Convertible Preferred Stock | ||
Earnings Per Share Basic [Line Items] | ||
Total anti-dilutive securities excluded from computation of earning per share | 450,396 | 117,994 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 50 | 27 |
Total current | 50 | 27 |
Total provision for income taxes | $ 50 | $ 27 |
Income Taxes - Schedule Of Effe
Income Taxes - Schedule Of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Income taxes (benefit) at statutory rates | $ (3,061) | $ (1,456) |
State taxes, net of federal benefit | (375) | (282) |
Nondeductible expenses | (348) | 92 |
Nondeductible officers' compensation | 182 | 0 |
Change in valuation allowance | 3,967 | 1,388 |
Change in state rate | (145) | 106 |
Other | (170) | 179 |
Income tax expense | $ 50 | $ 27 |
Income Taxes - Schedule Of Defe
Income Taxes - Schedule Of Deferred Tax Assets And Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Net Operating Loss Carryforwards | $ 16,450 | $ 13,009 |
Interest expense carryforwards | 956 | 736 |
Other | 1,013 | 707 |
Total gross deferred tax assets | 18,419 | 14,452 |
Valuation allowance | (18,419) | (14,452) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Operating Loss Carryforwards [Line Items] | ||
Deferred Tax Assets Valuation Allowance | $ 18,419 | $ 14,452 |
Net Operating Loss Carryforwards | $ 16,450 | $ 13,009 |
Operating loss carryforwards, description | Federal net operating loss carryforwards arising in tax years beginning after December 31, 2017 have an indefinite carryforward period and do not expire, but the deduction for these carryforwards is limited to 80% of current-year taxable income for taxable years beginning after 2020. | |
Federal | ||
Operating Loss Carryforwards [Line Items] | ||
Net Operating Loss Carryforwards | $ 61,100 | |
State | ||
Operating Loss Carryforwards [Line Items] | ||
Net Operating Loss Carryforwards | $ 54,900 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) - Subsequent Event - Restricted Stock Units - Non-employee Directors $ in Millions | Jan. 01, 2022USD ($) |
Subsequent Event [Line Items] | |
Total value of awards | $ 4.5 |
Total value of bonus before tax | $ 0.4 |