Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2022 | May 10, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | 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 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, $0.0001 par value per share | |
Security Exchange Name | NYSEAMER | |
Entity Common Stock, Shares Outstanding | 13,213,378 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash | $ 4,272 | $ 4,883 |
Accounts receivable, net of allowance for doubtful accounts and sales returns of $0.1 million and $0.2 million as of March 31, 2022 and December 31, 2021, respectively | 3,761 | 2,575 |
Inventory | 23,147 | 23,888 |
Prepaid expenses and other current assets | 6,544 | 6,887 |
Total current assets | 37,724 | 38,233 |
Property and equipment, net | 753 | 496 |
Right of use assets - operating leases | 4,786 | 0 |
Intangible assets, net | 11,274 | 11,537 |
Other assets | 160 | 122 |
Total assets | 54,697 | 50,388 |
Current liabilities: | ||
Accounts payable | 4,541 | 4,040 |
Accrued liabilities | 5,546 | 6,762 |
Contract liabilities | 12,767 | 12,127 |
Short-term early exercise stock option liabilities | 774 | 922 |
Lease Liabilities, Current | 1,489 | |
Line of credit | 3,000 | 0 |
Total current liabilities | 28,117 | 23,851 |
Lease liabilities, non-current | 3,485 | |
Early exercise stock option liability | 658 | 839 |
Other liabilities | 2,085 | 2,216 |
Total liabilities | 34,345 | 26,906 |
Stockholders' deficit: | ||
Common stock, par value $0.0001 per share; 300,000,000 shares authorized as of March 31, 2022 and December 31, 2021, 13,213,378 and 13,214,612, shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1 | 2 |
Preferred stock, par value $0.0001 per share; 10,000,000 shares authorized as of March 31, 2022 and December 31, 2021, zero shares issued and outstanding as of March 31, 2022 and December 31, 2021 | ||
Treasury stock (168,750 shares outstanding as of March 31, 2022 and December 31, 2021) | (7) | (7) |
Additional paid-in capital | 96,319 | 95,207 |
Accumulated deficit | (75,961) | (71,720) |
Total stockholders' equity | 20,352 | 23,482 |
Total liabilities and stockholders' equity | $ 54,697 | $ 50,388 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 0.1 | $ 0.2 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 13,213,378 | 13,214,612 |
Common stock, shares outstanding | 13,213,378 | 13,214,612 |
Treasury stock, common shares | 168,750 | 168,750 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenues | $ 18,457 | $ 17,465 |
Cost of revenues | 11,014 | 9,626 |
Gross profit | 7,443 | 7,839 |
Operating expenses: | ||
Marketing | 2,644 | 4,105 |
Personnel | 4,208 | 2,416 |
General and administrative | 4,833 | 2,152 |
Production and operation | 150 | 34 |
Creative development | 80 | 41 |
Total operating expenses | 11,915 | 8,748 |
Loss from operations | (4,472) | (909) |
Other income | ||
Interest expense | (23) | (140) |
Expense from change in fair value of warrant liabilities | 0 | (21) |
Other income (expense), net | 270 | 296 |
Gain on debt forgiveness - Paycheck Protection Program note payable | 0 | 1,364 |
Total other income, net | 247 | 1,499 |
(Loss) income before provision for (benefit from) income taxes | (4,225) | 590 |
Income tax expense (benefit) | 16 | (3) |
Net (loss) income | $ (4,241) | $ 593 |
Net (loss) income per common share: | ||
Basic | $ (0.32) | $ 0.39 |
Diluted | $ (0.32) | $ 0.06 |
Weighted-average common shares outstanding: | ||
Basic | 13,214,516 | 1,509,721 |
Diluted | 13,214,516 | 10,296,291 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Deficit (Unaudited) - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock | Common Stock | Treasury Stock | Promissory Notes for Common Stock Issued | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Dec. 31, 2020 | $ (54,849) | $ 1 | $ (7) | $ 0 | $ 2,229 | $ (57,072) | |
Beginning Balance, Shares at Dec. 31, 2020 | 945,794 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Beginning Balance at Dec. 31, 2020 | $ 56,462 | ||||||
Redeemable Convertible Preferred Stock, Beginning Balance, Shares at Dec. 31, 2020 | 7,266,986 | ||||||
Stock-based compensation expense | 72 | 72 | |||||
Stock option exercises | $ 1,042 | 1,042 | |||||
Stock option | 250,513 | 875,075 | |||||
Vesting of early exercised stock options | $ 0 | ||||||
Employee promissory notes issued for stock option exercises | (1,046) | (1,046) | |||||
Issuance of Series E Preferred Stock, net of issuance costs | $ 4,173 | ||||||
Issuance of Series E Preferred Stock, net of issuance costs, Shares | 332,220 | ||||||
Issuance of Series F Preferred Stock, net of issuance costs | $ 9,306 | ||||||
Issuance of Series F Preferred Stock, net of issuance costs, Shares | 714,272 | ||||||
Net Income (loss) | 593 | 593 | |||||
Ending Balance at Mar. 31, 2021 | (54,188) | $ 1 | $ (7) | $ (1,046) | 3,343 | (56,479) | |
Ending Balance, Shares at Mar. 31, 2021 | 1,820,869 | 168,750 | |||||
Redeemable Convertible Preferred Stock, Ending Balance at Mar. 31, 2021 | $ 69,941 | ||||||
Redeemable Convertible Preferred Stock, Ending Balance, Shares at Mar. 31, 2021 | 8,313,478 | ||||||
Beginning Balance at Dec. 31, 2021 | 23,482 | $ 2 | $ (7) | 95,207 | (71,720) | ||
Beginning Balance, Shares at Dec. 31, 2021 | 13,214,612 | 168,750 | |||||
Stock-based compensation expense | 822 | 822 | |||||
Vesting of early exercised stock options | 329 | 329 | |||||
Stock Repurchased and Retired During Period, Shares | (1,234) | ||||||
Stock Repurchased and Retired During Period, Value | (40) | $ (1) | (39) | ||||
Net Income (loss) | (4,241) | (4,241) | |||||
Ending Balance at Mar. 31, 2022 | $ 20,352 | $ 1 | $ (7) | $ 96,319 | $ (75,961) | ||
Ending Balance, Shares at Mar. 31, 2022 | 13,213,378 | 168,750 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders Deficit (Unaudited) (Parenthetical) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Series E Preferred Stock | |
Issuance costs | $ 487 |
Series F Preferred Stock | |
Issuance costs | $ 694 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (4,241) | $ 593 |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | ||
Depreciation and amortization expense | 270 | 109 |
Amortization of debt issuance costs | 13 | 46 |
Stock-based compensation | 822 | 72 |
Bad debt expense | (49) | 0 |
Gain on debt forgiveness - from Paycheck Protection Program note payable | 0 | (1,364) |
Other non-cash | 61 | 17 |
Change in operating assets and liabilities: | ||
Accounts receivable | (1,138) | (616) |
Inventory | 740 | (4,666) |
Prepaid expenses and other current assets | 343 | (2,706) |
Other assets | (39) | 199 |
Accounts payable | 501 | 1,977 |
Accrued liabilities | (1,216) | 950 |
Contract liabilities | 640 | 379 |
Other liabilities | 4 | 1 |
Net cash used in operating activities | (3,289) | (5,009) |
Cash flows from investing activities | ||
Purchases of property and equipment | (302) | (112) |
Capitalized software development costs | (20) | 0 |
Net cash used in investing activities | (322) | (112) |
Cash flows from financing activities | ||
Borrowings on line of credit, net | 3,000 | 0 |
Repayments of long-term debt | 0 | (417) |
Proceeds from issuance of preferred stock and warrants, net of issuance costs | 0 | 13,479 |
Net cash provided by financing activities | 3,000 | 13,062 |
Net (decrease) increase in cash | (611) | 7,941 |
Cash at beginning of period | 4,883 | 7,008 |
Cash at end of period | 4,272 | 14,949 |
Supplemental disclosure of cash flow information: | ||
Interest paid | 10 | 68 |
Taxes paid | 2 | 9 |
Noncash investing and financing activities | ||
Vesting of early exercised stock options | 329 | 0 |
Right of use assets recorded upon adoption of ASC 842 | $ 5,197 | 0 |
Employee promissory notes issued for stock option exercises | $ 1,046 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2022 | |
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 Whole Foods, Walmart 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 | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Note 2. Basis of Presentation Basis of Presentation The accompanying unaudited condensed 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. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2021 as contained within the Company's filed Annual Report on Form 10-K, as filed with the SEC on March 30, 2022. The Company’s accounting policies are consistent with those presented in the audited condensed consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated balance sheet at December 31, 2021 contained in the above-referenced Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year or any future interim periods. Initial Public Offering and Reverse Stock Split In November 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. Concurrent with the IPO, all then-outstanding shares of the Company's redeemable convertible preferred stock outstanding were automatically converted into an aggregate of 8,395,808 issued shares of common stock and reclassified into permanent equity. Following the IPO, there were no shares of redeemable convertible preferred stock outstanding. In advance of the IPO, o n 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 w as 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. Reclassifications Certain reclassifications have been made to the prior periods’ condensed 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. Going Concern As of March 31, 2022, the Company had $ 4.3 million of cash and an accumulated deficit of $ 76.0 million. For the three months ended March 31, 2022, the Company had negative cash flows from operating activities of $ 3.3 million and incurred a net loss of $ 4.2 million. As of March 31, 2022, the Company had outstanding borrowings of $ 3.0 million on the $ 7.0 million BoC Line of Credit, which matures on June 30, 2022 , and the Company borrowed an additional $ 2.0 million subsequent to quarter end for total outstanding borrowings under the BoC Line of Credit of $ 5.0 million as of the date of this Quarterly Report on Form 10-Q. Through March 31, 2022, the Company has been dependent on debt and equity financing to fund its operations, including proceeds raised from its IPO in November 2021. The Company’s management believes it will continue to require third-party financing to support future operations until the Company achieves profitability. However, there can be no assurance that projected revenue growth and improvement in operating results will occur or that the Company will successfully implement its plans. In the event cash flows from operations and borrowings are not sufficient, additional sources of financing, such as equity offerings, will be required in order to maintain the Company’s current and planned future operations. If the Company is unable to extend the maturity date of the BoC Line of Credit or obtain alternative debt financing, there are no assurances that the Company will be able to repay the BoC Line of Credit at maturity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. COVID-19 Pandemic In response to the COVID-19 pandemic, extraordinary actions were initially 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, including 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 have generally stabilized during 2021 and 2022, 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. 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 condensed 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. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed 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 The following table summarizes the allowance for doubtful accounts (in thousands): March 31, December 31, 2022 2021 Beginning balance $ 176 $ 238 Provision 948 4,009 Write-offs, net ( 978 ) ( 4,071 ) Ending balance $ 146 $ 176 Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-02, Accounting Standard Codification ("ASC") Leases (ASC 842) which supersedes FASB ASC 840, Leases (ASC 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. On January 1, 2022, the Company adopted ASC 842, which requires the recognition of right-of-use assets ("ROU assets") and related lease liabilities on the balance sheet using a modified retrospective approach. The condensed consolidated financial statements related to periods prior to January 1, 2022 were not restated, and continue to be reported under ASC 840, which did not require the recognition of operating lease liabilities on the balance sheet. As a result, the condensed consolidated financial statements related to periods prior to January 1, 2022 are not entirely comparative with current and future periods. As permitted under ASC 842, the Company elected several practical expedients that permit the Company to not reassess (1) whether existing contracts are or contain a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. In addition, the Company has elected not to recognize short-term leases on its balance sheet. For identified leases, the Company used its incremental borrowing rate to discount the related future payment obligations as of January 1, 2022 to determine its lease liability as of adoption. As of the adoption date, the Company recognized a lease liability of $ 5.3 million and a corresponding ROU asset of $ 5.2 million; there was no equity impact from the adoption. The difference between the lease liability and the ROU asset primarily represents the existing deferred rent liabilities before adoption, resulting from historical straight-lining of operating leases, which was effectively reclassified upon adoption to reduce the measurement of the ROU asset. The Company records rent expense for operating leases, including leases of office locations, on a straight-line basis over the lease term. The straight-line calculation of rent expense includes rent escalations on certain leases, as well as lease incentives provided by the landlords, including payments for leasehold improvements and rent-free periods. The Company begins recognition of rent expense on the commencement date, which is generally the date that the asset is made available for use. The lease liability is included in lease liabilities, current and lease liabilities, noncurrent within the condensed consolidated balance sheet, which are reduced as lease related payments are made. The ROU asset is amortized on a periodic basis over the expected term of the lease. See Note 12 for additional information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) – Simplifying the Accounting for Income Taxes , to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is electing to early adopt the standard for its fiscal year beginning January 1, 2022. Adoption of the new standard did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. New Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (ASC 326) , as amended, which sets forth a “current expected credit loss” 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 condensed consolidated financial statements. |
Acquisitions Acquisition of Nat
Acquisitions Acquisition of Natural Merchants, Inc. | 3 Months Ended |
Mar. 31, 2022 | |
Acquisitions And Dispositions [Abstract] | |
Acquisition of Assets of Natural Merchants, Inc. | Note 3. Acquisition of Assets 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 shares of the Company's Series F redeemable convertible preferred stock). The initial purchase price was $ 8.0 million cash and $ 1.0 million in shares of the Company's 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 March 31, 2022, determined that $ 1.5 million and $ 1.8 million was probable of being paid to the seller in June 2022 and 2023, respectively. These amounts were 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 $ 0.1 million and zero during the three months ended March 31, 2022 and 2021, respectively. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Note 4. Inventory Inventory consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Raw materials $ 4,306 $ 5,615 Finished goods 18,543 18,086 Packaging 298 187 Total inventory $ 23,147 $ 23,888 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid Expenses and Other Current Assets | Note 5. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Prepaid wine crushing services $ 3,400 $ 3,045 Prepaid freight 1,190 1,484 Prepaid software licenses 712 861 Prepaid insurance and benefits 461 842 Prepaid merchant fees 410 349 Prepaid other 371 306 Total prepaid expenses and other current assets $ 6,544 $ 6,887 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 6. Property and Equipment Property and equipment, net consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Furniture and fixtures 763 763 Computers and server equipment 468 257 Leasehold improvements 432 370 Machinery and equipment 366 337 Website development 168 168 Purchased software and licenses 132 132 2,329 2,027 Less: accumulated depreciation ( 1,576 ) ( 1,531 ) Total property and equipment, net $ 753 $ 496 Depreciation and amortization expense totaled $ 0.1 million for both the three months ended March 31, 2022 and 2021. |
Intangible Assets
Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 7. Intangible Assets Intangible assets consists of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 Supplier relationships gained in acquisition $ 11,313 $ 11,373 Capitalized software 2,344 2,322 13,657 13,695 Less: accumulated amortization ( 2,383 ) ( 2,158 ) Total intangible assets, net $ 11,274 $ 11,537 Amortization related to acquired intangible assets (see Note 3) and capitalized software, totaled $ 0.2 million and $ 0.1 during the three months ended March 31, 2022 and March 31, 2021, respectively. |
Accrued Liabilities and Other L
Accrued Liabilities and Other Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | Note 8. Accrued Liabilities and Other Liabilities Accrued liabilities consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Inventory received not billed $ 1,638 $ 1,599 Accrued acquisition consideration 1,503 1,563 Accrued professional fees 615 797 Accrued marketing 434 701 Accrued payroll liabilities 346 914 Accrued shipping 254 193 Accrued alcohol and tobacco tax 199 140 Other 557 855 Total accrued liabilities $ 5,546 $ 6,762 As of March 31, 2022 and December 31, 2021, other liabilities on the condensed 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 (See Note 3). |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Note 9. Debt In December 2020, the Company entered into a Credit Agreement with Pacific Mercantile Bank (the "BoC Credit Agreement") for a $ 7.0 million line of credit (the “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 3.50 % as of March 31, 2022 and 3.25 % as of December 31, 2021) and matures on June 30, 2022 . The balance on the Company’s line of credit as of March 31, 2022 and December 31, 2021 was $ 3.0 million and zero , respectively. The Company was in compliance with the credit agreement covenants as of March 31, 2022. The Company’s line of credit carrying value approximates its fair value because the interest rates are based on established market rates. In December 2017, the Company entered into a Loan and Security Agreement with Multiplier Capital for a term loan of $ 5.0 million. While outstanding, the loan had a maturity date of June 29, 2022 and bore 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 %. In November 2021, the Company extinguished the term loan and repaid the remaining outstanding principal and interest of $ 2.5 million. Interest expense on the Company’s line of credit and term loan was $ 0.1 million for both the three months ended March 31, 2022 and 2021. Paycheck Protection Program Loan In April 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 $ 1.4 million upon forgiveness within the Gain on debt forgiveness from Paycheck Protection Program note payable caption on the condensed consolidated statement of operations during the three months ended March 31, 2021. |
Warrant Liabilities
Warrant Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrant Liabilities | Note 10. Warrant Liabilities In connection with certain past debt and equity financings, the Company issued the following warrants, 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 $ 14.00 November 10, 2026 Following the completion of the Company's IPO, all warrants previously exercisable for shares of the Company's preferred stock became exercisable for shares of the Company's common stock. 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. In November 2021, prior to the IPO, 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 consummation of the IPO, the warrants were recognized as liabilities in the condensed 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. 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 IPO, which occurred in November 2021, the warrants then met the conditions for equity classification as they became exercisable into common stock in conjunction with the IPO. As the warrants were still classified as liabilities as of March 31, 2021, they were remeasured as of that date using the following assumptions. Three Months Ended March 31, 2021 Risk free interest rates 1.40 % - 1.74 % Expected term (in years) 2.26 - 6.75 Dividend yield — Expected volatility 60 % Fair value of common stock $ 8.08 - $ 13.60 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Legal The Company is involved, from time to time, in disputes arising in the ordinary course of 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. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | Note 12. Leases The Company leases fulfillment centers and other facilities under operating lease arrangements from third parties. The lease terms are generally specified in the respective lease agreement, however certain agreements provide for lease term extensions or early termination options. To determine the period for the estimated future lease payments, the Company evaluates whether it is reasonably certain that it will exercise an extension or termination option at the commencement date. The Company makes payments on a monthly basis for each of its five non-cancelable operating leases, which expire at various times between July 2022 and September 2024. The Company has one lease with a term less than one year for which it is not likely to exercise a renewal option, with future lease commitments totaling $ 0.1 million. To determine the estimated future lease payments, the Company reviews each of its lease agreements to identify the various payment components. For real estate leases, the Company includes only the actual lease components in its determination of future lease payments. Once the estimated future lease payments are determined, the Company uses a discount rate to calculate the present value of the future lease payments. For identified leases, the Company used its incremental borrowing rate to discount the related future payment obligations, which represents the rate of interest the Company would have to pay to borrow on a collateralized basis over a similar term an amount equal to the lease payments in a similar economic environment. In determining operating ROU assets and lease liabilities for the Company's existing operating leases upon adoption of the new lease guidance (see Note 2), the Company was required to estimate an appropriate incremental borrowing rate on a fully collateralized basis for the term of the leases. The estimate of this rate requires judgment and considers factors such as interest rates available to the Company on a fully collateralized basis and other corporate index yields for terms similar to its leases. The table below presents the Company's weighted average lease term and discount rate of its operating leases as of March 31, 2022: Weighted average remaining lease term 7 years Weighted average discount rate 7.4 % The table below presents total lease cost (in thousands): Lease cost Statement of Operations Location For the Three Months Ended Operating lease cost General and administrative expense $ 465 The table below presents the effect of lease payments on the Company's condensed consolidated statement of cash flows (in thousands): Supplemental cash flow information For the Three Months Ended For the Three Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow for operating leases $ 627 $ 477 Future lease payments as of March 31, 2022 were as follows (in thousands): Year Ending December 31, Operating Leases 2022 (nine months) $ 1,415 2023 1,219 2024 533 2025 362 2026 374 Thereafter 2,525 Total lease payments 6,428 Less: Amounts representing interest ( 1,454 ) Lease liability $ 4,974 Future minimum rental payments on operating leases as of December 31, 2021 were due as follows (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 March 31, 2022 are as follows (in thousands): March 31, 2022 2022 (nine months) $ 554 2023 67 Total $ 621 Sublease rental income totaled $ 0.3 million during both the three months ended March 31, 2022 and 2021, respectively. |
Stock Based Compensation
Stock Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock Based Compensation | Note 13. Stock-Based Compensation The Company uses stock-based compensation awards to incentivize employees and other individuals who render services to the Company by providing opportunities to purchase stock in the Company. 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. The Company’s 2021 Equity Plan provides for the grant of equity awards, including non-statutory or incentive stock options, restricted stock awards ("RSAs"), restricted stock units ("RSUs") and stock appreciation rights to the Company's and its subsidiaries' employees and the Company's directors and consultants. 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, canceled 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 may be increased pursuant to its terms. 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 Plans 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 quarterly basis over the subsequent three years . RSUs vest at varying rates, typically approximately 25 % vesting after approximately one year of service and the remainder vesting quarterly thereafter. Options and RSUs granted under the 2021 Equity Plan accelerate under certain circumstances for certain participants upon a change in control, as defined in the 2021 Equity Plan. In addition, the Company's Board of Directors has adopted the Amended and Restated Non-Employee Director Compensation Program (as amended and restated, the "Director Compensation Program"), under which the Company's non-employee directors are eligible to receive 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 . Stock Options 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 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 stock option activity under the Company’s stock-based compensation plan during the three months ended March 31, 2022: Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 563,613 $ 3.71 7.61 $ 871 Exercised — — — — Granted — — — — Forfeited ( 49,493 ) 4.37 — — Expired ( 7,812 ) 5.08 — — Outstanding as of March 31, 2022 506,308 3.59 7.10 332,322 Vested and exercisable as of March 31, 2022 283,481 $ 2.71 5.83 $ 300,723 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 March 31, 2022 and December 31, 2021, totaled 222,827 and 327,405 , respectively. The total fair value of shares vested and unexercised as of March 31, 2022 and December 31, 2021 was $ 0.9 million and $ 1.2 million, respectively. Total stock-based compensation expense related to stock options was $ 0.2 million and $ 0.1 million, for the three months ended March 31, 2022 and 2021, 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 March 31, 2022 is $ 1.5 million and is expected to be recognized over a weighted average period of 1.2 years. Restricted Stock Units During the three months ended March 31, 2022, total stock-based compensation expense related to RSUs was $ 0.7 million. At March 31, 2022, there was $ 4.2 million of total unrecognized stock-based compensation cost related to these RSUs which is expected to be recognized over a weighted-average period of 3.5 years. A summary of restricted stock unit activity for the three months ended March 31, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Restricted stock units outstanding at December 31, 2021 56,900 $ 13.00 Granted 664,460 6.97 Canceled ( 43,150 ) 7.58 Vested and released — — Restricted stock units outstanding at March 31, 2022 678,210 7.44 Vested and unissued ( 2,625 ) 6.37 Restricted stock units outstanding and unvested 675,585 $ 7.44 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 not deemed to be outstanding 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, in its discretion, repurchase unvested shares acquired through early exercise of stock options at a price equal to the additional stock-based compensation expense 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 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 $ 1.4 million and $ 1.8 million as of March 31, 2022 and December 31, 2021, respectively, related to early exercises of stock options, which is recorded as an early exercise stock option liability in the condensed consolidated balance sheets. The liability is reclassified into stockholders’ equity (deficit) as the awards vest. At March 31, 2022, 716,771 shares of common stock subject to repurchase related to stock options early exercised and unvested were outstanding. Employee Promissory Notes During the quarter ended March 31, 2021, the Company entered into full recourse promissory notes with its CEO, General Counsel and President related to stock option exercises for a total of 291,833 shares, 497,788 shares, and 85,454 shares, respectively. Prior to their forgiveness, the notes issued in February accrued interest at 2.25 % per annum, compounding annually. The promissory notes were prepayable at any time at the option of the employee and were 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, the Company's Board of Directors approved the forgiveness of all outstanding principal and accrued interest for each of the promissory notes. 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 % or 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 wh ich zero have been granted as of March 31, 2022. On January 1 of each year, shares available for issuance under the 2021 ESPP Plan may be increased pursuant to its terms. There is no financial impact of this plan for the three months ended March 31, 2022. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
Mar. 31, 2022 | |
Retirement Benefits [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 three months ended March 31, 2022 or the year ended December 31, 2021. |
Stockholders' Equity and Redeem
Stockholders' Equity and Redeemable Convertible Preferred Stock | 3 Months Ended |
Mar. 31, 2022 | |
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 has authority to issue up to 300,000,000 shares of common stock with par value of $ 0.0001 per share and up to 10,000,000 shares of undesignated preferred stock with par value of $ 0.0001 per share. Common Stock As of March 31, 2022, the Company had one class of common stock at a par value of $ 0.0001 . There were 13,213,378 shares issued and outstanding as of March 31, 2022. In November 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 closing of the IPO in November 2021, all then-outstanding shares of the Company's 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 March 31, 2022, there were no shares of redeemable convertible preferred stock outstanding. |
Segment Information
Segment Information | 3 Months Ended |
Mar. 31, 2022 | |
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 its segments' performance based on Gross Profit (calculated in accordance with GAAP). The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2022: For the Three Months Ended March 31, 2022 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 13,311 $ 4,963 $ 183 $ — $ 18,457 Cost of revenues 7,672 3,220 122 — 11,014 Gross profit 5,639 1,743 61 — 7,443 Operating expenses ( 3,806 ) ( 1,391 ) ( 394 ) ( 6,324 ) ( 11,915 ) Interest expense — — — ( 23 ) ( 23 ) Other income (expense), net — — — 270 270 Income (loss) before income taxes $ 1,833 $ 352 $ ( 333 ) $ ( 6,077 ) $ ( 4,225 ) For the three months ended March 31, 2021: For the Three Months Ended March 31, 2021 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 14,273 $ 2,835 $ 357 $ — $ 17,465 Cost of revenues 7,794 1,682 150 — 9,626 Gross profit 6,479 1,153 207 — 7,839 Operating expenses ( 5,530 ) ( 822 ) ( 483 ) ( 1,913 ) ( 8,748 ) Interest expense — — — ( 140 ) ( 140 ) Change in fair value of warrant liabilities — — — ( 21 ) ( 21 ) Other income (expense), net — — — 296 296 Gain on debt forgiveness from Paycheck Protection Program — — — 1,364 1,364 Income (loss) before income taxes $ 949 $ 331 $ ( 276 ) $ ( 414 ) $ 590 |
Basic and Diluted Net Income (L
Basic and Diluted Net Income (Loss) Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Share | Note 17. Basic and Diluted Net Income (Loss) Per Share Basic earnings 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. There were no participating securities during either period. Three Months Ended March 31, 2022 The Company was in a net loss position during the three months ended March 31, 2022. Accordingly, 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 following securities were excluded due to their anti-dilutive effect on net loss per common share recorded for the three months ended March 31, 2022: Three Months Ended March 31, 2022 Stock options outstanding 506,308 Unvested stock options early exercised 716,771 Warrants to purchase common stock 450,396 Restricted stock units outstanding 678,210 Total 2,351,685 Three Months Ended March 31, 2021 The Company was in a net income position during the three months ended March 31, 2021. The following table presents the computation of basic and diluted earnings per share (in thousands, except share and per share amounts) for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Numerator: Net income attributable to common stockholders, basic and diluted $ 593 Denominator: Weighted-average common shares outstanding, basic 1,509,721 Dilutive potential common shares: Effect of potentially redeemable convertible preferred stock 7,558,699 Effect of potentially dilutive stock options 1,227,871 Weighted-average common shares outstanding, diluted 10,296,291 Net income per share, basic $ 0.39 Net income per share, diluted $ 0.06 The following securities were excluded due to their anti-dilutive effect on net income per common share recorded for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Stock options 250,513 Warrants to purchase common stock 396,855 Total 647,368 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 18. Income Taxes The components of income tax expense are as follows for three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Current: Federal $ — $ — State 16 ( 3 ) Total current 16 ( 3 ) Total provision for income taxes $ 16 $ ( 3 ) The Company's effective tax rate for the three months ended March 31, 2022, and March 31, 2021, was ( 0.39 )% and ( 0.43 )%, respectively. The effective tax rate for the three months ended March 31, 2022 and 2021, differs from the U.S. federal statutory tax rate primarily due to a full valuation allowance related to the Company's deferred tax assets offset by state taxes. The Company is subject to taxation in the United States and various state jurisdictions. The Company is generally subject to examination by tax authorities in the U.S. federal and state jurisdictions for 2018 and 2017, respectively, and forward. However, to the extent allowed by law, the taxing authorities may have the right to examine periods where net operating losses were generated and carried forward, and make adjustments to the amount of the net operating losses. The Company is not currently under examination by any jurisdictions. As of March 31, 2022, the Company has no t 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 no t expect to have any unrecognized tax benefits that, if recognized, would affect the effective tax rate. The Company does no t expect a significant change in the amount of unrecognized tax benefits in the next twelve months. The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. As of March 31, 2022, the Company had no accrual for the payment of interest or penalties. |
Basis of Presentation (Policies
Basis of Presentation (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed 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. These unaudited interim condensed consolidated financial statements do not include all of the information and notes required by GAAP for annual financial statements. Accordingly, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes for the year ended December 31, 2021 as contained within the Company's filed Annual Report on Form 10-K, as filed with the SEC on March 30, 2022. The Company’s accounting policies are consistent with those presented in the audited condensed consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying condensed consolidated balance sheet at December 31, 2021 has been derived from the audited consolidated balance sheet at December 31, 2021 contained in the above-referenced Annual Report on Form 10-K. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the results to be expected for the full year or any future interim periods. |
Initial Public Offering and Reverse Stock Split | Initial Public Offering and Reverse Stock Split In November 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. Concurrent with the IPO, all then-outstanding shares of the Company's redeemable convertible preferred stock outstanding were automatically converted into an aggregate of 8,395,808 issued shares of common stock and reclassified into permanent equity. Following the IPO, there were no shares of redeemable convertible preferred stock outstanding. In advance of the IPO, o n 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 w as 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. |
Reclassification | Reclassifications Certain reclassifications have been made to the prior periods’ condensed 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. |
Going Concern | As of March 31, 2022, the Company had $ 4.3 million of cash and an accumulated deficit of $ 76.0 million. For the three months ended March 31, 2022, the Company had negative cash flows from operating activities of $ 3.3 million and incurred a net loss of $ 4.2 million. As of March 31, 2022, the Company had outstanding borrowings of $ 3.0 million on the $ 7.0 million BoC Line of Credit, which matures on June 30, 2022 , and the Company borrowed an additional $ 2.0 million subsequent to quarter end for total outstanding borrowings under the BoC Line of Credit of $ 5.0 million as of the date of this Quarterly Report on Form 10-Q. Through March 31, 2022, the Company has been dependent on debt and equity financing to fund its operations, including proceeds raised from its IPO in November 2021. The Company’s management believes it will continue to require third-party financing to support future operations until the Company achieves profitability. However, there can be no assurance that projected revenue growth and improvement in operating results will occur or that the Company will successfully implement its plans. In the event cash flows from operations and borrowings are not sufficient, additional sources of financing, such as equity offerings, will be required in order to maintain the Company’s current and planned future operations. If the Company is unable to extend the maturity date of the BoC Line of Credit or obtain alternative debt financing, there are no assurances that the Company will be able to repay the BoC Line of Credit at maturity. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties. |
COVID-19 Pandemic | COVID-19 Pandemic In response to the COVID-19 pandemic, extraordinary actions were initially 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, including 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 have generally stabilized during 2021 and 2022, 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. |
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 condensed 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. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the condensed 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 The following table summarizes the allowance for doubtful accounts (in thousands): March 31, December 31, 2022 2021 Beginning balance $ 176 $ 238 Provision 948 4,009 Write-offs, net ( 978 ) ( 4,071 ) Ending balance $ 146 $ 176 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update (“ASU”) No. 2016-02, Accounting Standard Codification ("ASC") Leases (ASC 842) which supersedes FASB ASC 840, Leases (ASC 840) and provides principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. On January 1, 2022, the Company adopted ASC 842, which requires the recognition of right-of-use assets ("ROU assets") and related lease liabilities on the balance sheet using a modified retrospective approach. The condensed consolidated financial statements related to periods prior to January 1, 2022 were not restated, and continue to be reported under ASC 840, which did not require the recognition of operating lease liabilities on the balance sheet. As a result, the condensed consolidated financial statements related to periods prior to January 1, 2022 are not entirely comparative with current and future periods. As permitted under ASC 842, the Company elected several practical expedients that permit the Company to not reassess (1) whether existing contracts are or contain a lease, (2) the classification of existing leases, and (3) whether previously capitalized costs continue to qualify as initial indirect costs. In addition, the Company has elected not to recognize short-term leases on its balance sheet. For identified leases, the Company used its incremental borrowing rate to discount the related future payment obligations as of January 1, 2022 to determine its lease liability as of adoption. As of the adoption date, the Company recognized a lease liability of $ 5.3 million and a corresponding ROU asset of $ 5.2 million; there was no equity impact from the adoption. The difference between the lease liability and the ROU asset primarily represents the existing deferred rent liabilities before adoption, resulting from historical straight-lining of operating leases, which was effectively reclassified upon adoption to reduce the measurement of the ROU asset. The Company records rent expense for operating leases, including leases of office locations, on a straight-line basis over the lease term. The straight-line calculation of rent expense includes rent escalations on certain leases, as well as lease incentives provided by the landlords, including payments for leasehold improvements and rent-free periods. The Company begins recognition of rent expense on the commencement date, which is generally the date that the asset is made available for use. The lease liability is included in lease liabilities, current and lease liabilities, noncurrent within the condensed consolidated balance sheet, which are reduced as lease related payments are made. The ROU asset is amortized on a periodic basis over the expected term of the lease. See Note 12 for additional information. In December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) – Simplifying the Accounting for Income Taxes , to simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC 740. The amendments also improve consistent application of and simplify GAAP for other areas of ASC 740 by clarifying and amending existing guidance. ASU 2019-12 is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years. The Company is electing to early adopt the standard for its fiscal year beginning January 1, 2022. Adoption of the new standard did not have a material impact on the Company's condensed consolidated financial statements and related disclosures. New Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (ASC 326) , as amended, which sets forth a “current expected credit loss” 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 condensed consolidated financial statements. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of changes in the Allowance for Doubtful Accounts | The following table summarizes the allowance for doubtful accounts (in thousands): March 31, December 31, 2022 2021 Beginning balance $ 176 $ 238 Provision 948 4,009 Write-offs, net ( 978 ) ( 4,071 ) Ending balance $ 146 $ 176 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Raw materials $ 4,306 $ 5,615 Finished goods 18,543 18,086 Packaging 298 187 Total inventory $ 23,147 $ 23,888 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Prepaid wine crushing services $ 3,400 $ 3,045 Prepaid freight 1,190 1,484 Prepaid software licenses 712 861 Prepaid insurance and benefits 461 842 Prepaid merchant fees 410 349 Prepaid other 371 306 Total prepaid expenses and other current assets $ 6,544 $ 6,887 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Furniture and fixtures 763 763 Computers and server equipment 468 257 Leasehold improvements 432 370 Machinery and equipment 366 337 Website development 168 168 Purchased software and licenses 132 132 2,329 2,027 Less: accumulated depreciation ( 1,576 ) ( 1,531 ) Total property and equipment, net $ 753 $ 496 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consists of the following as of March 31, 2022 and December 31, 2021: March 31, December 31, 2022 2021 Supplier relationships gained in acquisition $ 11,313 $ 11,373 Capitalized software 2,344 2,322 13,657 13,695 Less: accumulated amortization ( 2,383 ) ( 2,158 ) Total intangible assets, net $ 11,274 $ 11,537 |
Accrued Liabilities and Other_2
Accrued Liabilities and Other Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consists of the following as of March 31, 2022 and December 31, 2021 (in thousands): March 31, December 31, 2022 2021 Inventory received not billed $ 1,638 $ 1,599 Accrued acquisition consideration 1,503 1,563 Accrued professional fees 615 797 Accrued marketing 434 701 Accrued payroll liabilities 346 914 Accrued shipping 254 193 Accrued alcohol and tobacco tax 199 140 Other 557 855 Total accrued liabilities $ 5,546 $ 6,762 As of March 31, 2022 and December 31, 2021, other liabilities on the condensed 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 (See Note 3). |
Warrant Liabilities (Tables)
Warrant Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Issued | In connection with certain past debt and equity financings, the Company issued the following warrants, 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 $ 14.00 November 10, 2026 |
Schedule of Assumptions Used to Determine Fair Value of Warrant Liabilities | As the warrants were still classified as liabilities as of March 31, 2021, they were remeasured as of that date using the following assumptions. Three Months Ended March 31, 2021 Risk free interest rates 1.40 % - 1.74 % Expected term (in years) 2.26 - 6.75 Dividend yield — Expected volatility 60 % Fair value of common stock $ 8.08 - $ 13.60 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
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 March 31, 2022 are as follows (in thousands): March 31, 2022 2022 (nine months) $ 554 2023 67 Total $ 621 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Company's weighted average lease term and discount rate | The table below presents the Company's weighted average lease term and discount rate of its operating leases as of March 31, 2022: Weighted average remaining lease term 7 years Weighted average discount rate 7.4 % The table below presents total lease cost (in thousands): Lease cost Statement of Operations Location For the Three Months Ended Operating lease cost General and administrative expense $ 465 The table below presents the effect of lease payments on the Company's condensed consolidated statement of cash flows (in thousands): Supplemental cash flow information For the Three Months Ended For the Three Months Ended Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow for operating leases $ 627 $ 477 |
Schedule of future lease payments | Future lease payments as of March 31, 2022 were as follows (in thousands): Year Ending December 31, Operating Leases 2022 (nine months) $ 1,415 2023 1,219 2024 533 2025 362 2026 374 Thereafter 2,525 Total lease payments 6,428 Less: Amounts representing interest ( 1,454 ) Lease liability $ 4,974 |
Schedule of future minimum rental payments on operating leases | Future minimum rental payments on operating leases as of December 31, 2021 were due as follows (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 March 31, 2022 are as follows (in thousands): March 31, 2022 2022 (nine months) $ 554 2023 67 Total $ 621 |
Share Based Compensation (Table
Share Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity under the Company’s stock-based compensation plan during the three months ended March 31, 2022: Shares Weighted- Weighted- Aggregate Outstanding as of December 31, 2021 563,613 $ 3.71 7.61 $ 871 Exercised — — — — Granted — — — — Forfeited ( 49,493 ) 4.37 — — Expired ( 7,812 ) 5.08 — — Outstanding as of March 31, 2022 506,308 3.59 7.10 332,322 Vested and exercisable as of March 31, 2022 283,481 $ 2.71 5.83 $ 300,723 |
Summary of Restricted Stock Unit Activity | A summary of restricted stock unit activity for the three months ended March 31, 2022 is as follows: Number of Shares Weighted-Average Grant Date Fair Value Restricted stock units outstanding at December 31, 2021 56,900 $ 13.00 Granted 664,460 6.97 Canceled ( 43,150 ) 7.58 Vested and released — — Restricted stock units outstanding at March 31, 2022 678,210 7.44 Vested and unissued ( 2,625 ) 6.37 Restricted stock units outstanding and unvested 675,585 $ 7.44 |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Reportable Segment Information | The following tables summarize information for the reportable segments (in thousands): For the three months ended March 31, 2022: For the Three Months Ended March 31, 2022 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 13,311 $ 4,963 $ 183 $ — $ 18,457 Cost of revenues 7,672 3,220 122 — 11,014 Gross profit 5,639 1,743 61 — 7,443 Operating expenses ( 3,806 ) ( 1,391 ) ( 394 ) ( 6,324 ) ( 11,915 ) Interest expense — — — ( 23 ) ( 23 ) Other income (expense), net — — — 270 270 Income (loss) before income taxes $ 1,833 $ 352 $ ( 333 ) $ ( 6,077 ) $ ( 4,225 ) For the three months ended March 31, 2021: For the Three Months Ended March 31, 2021 DTC Wholesale Other non-reportable Corporate non-segment Total Net revenues $ 14,273 $ 2,835 $ 357 $ — $ 17,465 Cost of revenues 7,794 1,682 150 — 9,626 Gross profit 6,479 1,153 207 — 7,839 Operating expenses ( 5,530 ) ( 822 ) ( 483 ) ( 1,913 ) ( 8,748 ) Interest expense — — — ( 140 ) ( 140 ) Change in fair value of warrant liabilities — — — ( 21 ) ( 21 ) Other income (expense), net — — — 296 296 Gain on debt forgiveness from Paycheck Protection Program — — — 1,364 1,364 Income (loss) before income taxes $ 949 $ 331 $ ( 276 ) $ ( 414 ) $ 590 |
Basic and Diluted Net Income _2
Basic and Diluted Net Income (Loss) Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022: Three Months Ended March 31, 2022 Stock options outstanding 506,308 Unvested stock options early exercised 716,771 Warrants to purchase common stock 450,396 Restricted stock units outstanding 678,210 Total 2,351,685 The following securities were excluded due to their anti-dilutive effect on net income per common share recorded for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Stock options 250,513 Warrants to purchase common stock 396,855 Total 647,368 |
Schedule of Earnings Per Share, Basic and Diluted | The Company was in a net income position during the three months ended March 31, 2021. The following table presents the computation of basic and diluted earnings per share (in thousands, except share and per share amounts) for the three months ended March 31, 2021: Three Months Ended March 31, 2021 Numerator: Net income attributable to common stockholders, basic and diluted $ 593 Denominator: Weighted-average common shares outstanding, basic 1,509,721 Dilutive potential common shares: Effect of potentially redeemable convertible preferred stock 7,558,699 Effect of potentially dilutive stock options 1,227,871 Weighted-average common shares outstanding, diluted 10,296,291 Net income per share, basic $ 0.39 Net income per share, diluted $ 0.06 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense | The components of income tax expense are as follows for three months ended March 31, 2022 and 2021 (in thousands): Three Months Ended March 31, 2022 2021 Current: Federal $ — $ — State 16 ( 3 ) Total current 16 ( 3 ) Total provision for income taxes $ 16 $ ( 3 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Nov. 11, 2021 | Oct. 12, 2021 | Nov. 30, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Reverse stock split | 8-to-1 | |||||||
Cash | $ 4,272 | $ 4,883 | ||||||
Accumulated deficit | (75,961) | (71,720) | ||||||
Negative cash flows from operating activities | (3,289) | $ (5,009) | ||||||
Net loss | (4,241) | $ 593 | ||||||
Present value of lease liabilities | 4,974 | $ 5,300 | ||||||
Right of use assets - operating leases | 4,786 | $ 5,200 | $ 0 | |||||
Line of Credit [Member] | ||||||||
Line of credit, maximum borrowing capacity | 7,000 | |||||||
Outstanding borrowings | $ 3,000 | |||||||
Debt instrument, maturity date | Jun. 30, 2022 | |||||||
Remaining capacity | $ 5,000 | |||||||
Additional borrowings | $ 2,000 | |||||||
Redeemable Convertible Preferred Stock | ||||||||
Issue of common shares upon conversion | 8,395,808 | |||||||
Temporary equity, outstanding | 8,313,478 | 7,266,986 | ||||||
IPO | ||||||||
Sale of stock, transaction date | Nov. 30, 2021 | |||||||
Sale of stock, number of shares | 1,692,308 | 1,692,308 | ||||||
Sale of stock, price per share | $ 13 | |||||||
Temporary equity, outstanding | 0 | 0 |
Basis of Presentation - Summary
Basis of Presentation - Summary of changes in the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Beginning balance | $ 176 | $ 238 |
Provision | 948 | 4,009 |
Write-offs, net | (978) | (4,071) |
Ending balance | $ 146 | $ 176 |
Acquisition of Natural Merchant
Acquisition of Natural Merchants, Inc. - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||||
May 31, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Class Of Stock [Line Items] | ||||||
Preferred Stock, Shares Issued | 0 | 0 | ||||
Amortization of Intangible Assets | $ 0.2 | $ 0.1 | ||||
Boutique Wine Distributor [Member] | ||||||
Class Of Stock [Line Items] | ||||||
Total purchase price | $ 13 | |||||
Purchase, in cash | 12 | |||||
Acquisitions initial purchase price | 8 | |||||
Additional cash payments contingent upon achieving performance targets | 4 | |||||
Additional consideration per year | 2 | |||||
Acquisition, intangible assets recognized | 10 | |||||
Business combination, net working capital recognized | 2 | |||||
Business acquisition, transaction costs | 0.4 | |||||
Contingent consideration liability | $ 2 | $ 1.8 | $ 1.5 | |||
Useful life, acquired intangible assets | 20 years | |||||
Amortization of Intangible Assets | $ 0.1 | $ 0 | ||||
Boutique Wine Distributor [Member] | Series F Preferred Stock | ||||||
Class Of Stock [Line Items] | ||||||
Purchase, in stock | $ 1 | |||||
Acquisitions initial purchase price, stock | $ 1 | |||||
Preferred Stock, Shares Issued | 71,428 | |||||
Acquisitions, preferred shares price per share | $ 14 |
Inventory - Schedule of Invento
Inventory - Schedule of Inventory current (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,306 | $ 5,615 |
Finished goods | 18,543 | 18,086 |
Packaging | 298 | 187 |
Total inventory | $ 23,147 | $ 23,888 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid wine crushing services | $ 3,400 | $ 3,045 |
Prepaid freight | 1,190 | 1,484 |
Prepaid software licenses | 712 | 861 |
Prepaid insurance and benefits | 461 | 842 |
Prepaid Merchant Fees | 410 | 349 |
Prepaid other | 371 | 306 |
Total prepaid expenses and other current assets | $ 6,544 | $ 6,887 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,329 | $ 2,027 |
Less: accumulated depreciation | (1,576) | (1,531) |
Total property and equipment, net | 753 | 496 |
Furniture and Fixtures | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 763 | 763 |
Computers and Server Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 468 | 257 |
Leasehold Improvements | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 432 | 370 |
Machinery and Equipment | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 366 | 337 |
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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 0.1 | $ 0.1 |
Intangible Assets - Schedule of
Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset , gross | $ 13,657 | $ 13,695 |
Less: accumulated amortization | (2,383) | (2,158) |
Total intangible assets ,net | 11,274 | 11,537 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset , gross | 11,313 | 11,373 |
Computer Software, Intangible Asset [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Total intangible asset , gross | $ 2,344 | $ 2,322 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Amortization of Intangible Assets | $ 0.2 | $ 0.1 |
Accrued Liabilities and Other_3
Accrued Liabilities and Other Liabilities - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Long-term accrued acquisition consideration | $ 1.8 | $ 1.8 |
Accrued Liabilities and Other_4
Accrued Liabilities and Other Liabilities - Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Inventory received not billed | $ 1,638 | $ 1,599 |
Accrued acquisition consideration | 1,503 | 1,563 |
Accrued professional fees | 615 | 797 |
Accrued marketing | 434 | 701 |
Accrued payroll liabilities | 346 | 914 |
Accrued shipping | 254 | 193 |
Accrued alcohol and tobacco tax | 199 | 140 |
Other | 557 | 855 |
Total accrued liabilities | $ 5,546 | $ 6,762 |
Debt - Additional Information (
Debt - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | |||||
Nov. 30, 2021 | Dec. 31, 2017 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 20, 2020 | |
Debt Instrument [Line Items] | |||||||
Other income (expense) | $ 247 | $ 1,499 | |||||
Interest expense | 23 | 140 | |||||
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 | ||||||
Line of Credit [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 7,000 | ||||||
Debt instrument, maturity date | Jun. 30, 2022 | ||||||
Line of Credit [Member] | Pacific Mercantile Bank [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Line of credit, maximum borrowing capacity | $ 7,000 | ||||||
Long-term, line of credit | $ 3,000 | $ 0 | |||||
Line of Credit [Member] | Pacific Mercantile Bank [Member] | Prime Rate Member | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, maturity date | Jun. 30, 2022 | ||||||
Basis spread on variable rate | 1.25% | ||||||
Line of credit, interest rate | 3.50% | 3.25% | |||||
Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Interest expense | $ 100 | $ 100 | |||||
Term Loan [Member] | Multiplier Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 5,000 | ||||||
Debt instrument, maturity date | Jun. 29, 2022 | ||||||
Repayments of Lines of Credit | $ 2,500 | ||||||
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) | 3 Months Ended |
Mar. 31, 2022$ / 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 |
Expiration Date | Nov. 10, 2026 |
Warrant Liabilities - Schedule
Warrant Liabilities - Schedule of Assumptions Used to Determine Fair Value of Warrant Liabilities (Details) | Mar. 31, 2021yr |
Measurement Input, Risk Free Interest Rate | Maximum [Member] | |
Risk free interest rates | 1.74 |
Measurement Input, Risk Free Interest Rate | Minimum [Member] | |
Risk free interest rates | 1.40 |
Measurement Input, Expected Term | Maximum [Member] | |
Risk free interest rates | 6.75 |
Measurement Input, Expected Term | Minimum [Member] | |
Risk free interest rates | 2.26 |
Measurement Input, Expected Dividend Rate | |
Risk free interest rates | 0 |
Measurement Input, Price Volatility | |
Risk free interest rates | 60 |
Measurement Input, Share Price | Maximum [Member] | |
Risk free interest rates | 13.60 |
Measurement Input, Share Price | Minimum [Member] | |
Risk free interest rates | 8.08 |
Warrant Liabilities - Additiona
Warrant Liabilities - Additional Information (Details) - USD ($) $ in Millions | Mar. 31, 2022 | Apr. 06, 2021 | Mar. 31, 2021 |
Class of Warrant or Right [Line Items] | |||
Warrants reclassified upon exercise | $ 0.1 | ||
Class of warrant or right, outstanding | 6,843 | 396,855 | |
IPO [Member] | |||
Class of Warrant or Right [Line Items] | |||
Number of Shares | 2,772 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) | Mar. 31, 2022Lease |
Lessee, Lease, Description [Line Items] | |
Number of non-cancelable sublease agreements | 2 |
Sublease expiration period | 2023-01 |
Leases - Schedule of Company's
Leases - Schedule of Company's weighted average lease term and discount rate (Details) | Mar. 31, 2022 |
Leases [Abstract] | |
Weighted average remaining lease term | 7 years |
Weighted average discount rate | 7.40% |
Leases - Schedule of total leas
Leases - Schedule of total lease cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
General and administrative expense [Member] | |
Lessee, Lease, Description [Line Items] | |
Operating Lease, Cost | $ 465 |
Leases - Schedule of the effect
Leases - Schedule of the effect of lease payments on the Company's condensed consolidated statement of cash flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Operating cash flows for operating leases | $ 627 | $ 477 |
Leases - Schedule of Future Lea
Leases - Schedule of Future Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Leases [Abstract] | |||
2022 (nine months) | $ 1,415 | ||
2023 | 1,219 | $ 2,007 | |
2024 | 533 | 918 | |
2025 | 362 | 181 | |
2026 | 374 | ||
Thereafter | 2,525 | ||
Total lease payments | 6,428 | $ 3,106 | |
Less: Amounts representing interest | (1,454) | ||
Lease liability | $ 4,974 | $ 5,300 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Rental Payments on Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Leases [Abstract] | ||
2022 | $ 1,219 | $ 2,007 |
2023 | 533 | 918 |
2024 | 362 | 181 |
Total lease payments | $ 6,428 | $ 3,106 |
Leases - Schedule of Minimum Fu
Leases - Schedule of Minimum Future Sublease Rental Income under Non-cancelable Operating Subleases (Details) $ in Thousands | Mar. 31, 2022USD ($) |
Leases [Abstract] | |
2022 | $ 554 |
2023 | 67 |
Total | $ 621 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Millions | 3 Months Ended | |
Mar. 31, 2022USD ($)Lease | Mar. 31, 2021USD ($) | |
Leases [Abstract] | ||
Sublease rental income | $ 0.3 | $ 0.3 |
Number of Non Cancelable Sublease Agreements | Lease | 2 | |
Sublease Expiration Period | 2023-01 | |
Future Lease Commitments | $ 0.1 |
Stock Based Compensation - Addi
Stock Based Compensation - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Apr. 30, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Common Stock, Capital Shares Reserved for Future Issuance | 1,314,321 | |||
Total unvested and unexercised shares under options | 222,827 | 327,405 | ||
Total fair value of shares vested | $ 900 | $ 1,200 | ||
Stock based compensation expense | 200 | $ 100 | ||
Unrecognized compensation cost related to unvested stock options | $ 1,500 | |||
Weighted average period expected to be recognized | 1 year 2 months 12 days | |||
Early exercise of shares | 1,055,964 | |||
Shares subject to repurchase | 716,771 | |||
Early exercise stock option liability | $ 1,400 | $ 1,800 | ||
Stock option | 250,513 | |||
Promissory notes payment terms | The promissory notes were prepayable at any time at the option of the employee and were 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. | |||
Restricted Stock Units And Restricted Stock Awards Member | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Award vesting rights, percentage | 25.00% | |||
Restricted Stock Units | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Granted | 664,460,000 | |||
Unrecognized compensation cost related to unvested stock options | $ 4,200 | |||
Weighted average period expected to be recognized | 3 years 6 months | |||
Allocated Share Based Compensation Expense | $ 700 | |||
Chief Executive Officer | Employee Promissory Notes | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option | 291,833 | |||
Accrued interest rate | 2.25% | |||
General Counsel | Employee Promissory Notes | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option | 497,788 | |||
President | Employee Promissory Notes | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock option | 85,454 | |||
Maximum [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Share Based Compensation Arrangement By Share Based Payment Award For Incentive Stock Options Granted To Optionees Expiration Period | 10 years | |||
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] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, 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). | |||
Share Based Compensation Arrangement By Share Based Payment Award For Incentive Stock Options Granted To Optionees Expiration Period | 5 years | |||
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 | |||
Cash Compensation | $ 500,000 | |||
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 Member | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock possessing percentage | 5.00% | |||
Stock Issued During Period Shares Employee Stock Purchase Plans | 262,864 | |||
Common Stock Granted | 0 |
Stock Based Compensation - Summ
Stock Based Compensation - Summary of Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |||
Outstanding as of December 31, 2021 | 563,613 | ||
Exercised | (250,513) | ||
Forfeited | (49,493) | ||
Expired | (7,812) | ||
Outstanding as of March 31, 2022 | 506,308 | 563,613 | |
Vested and exercisable as of March 31, 2022 | 283,481 | ||
Outstanding as of March 31, 2022 | $ 3.71 | ||
Forfeited | 4.37 | ||
Expired | 5.08 | ||
Outstanding as of March 31, 2022 | 3.59 | $ 3.71 | |
Vested and exercisable as of March 31, 2022 | $ 2.71 | ||
Outstanding as of December 31, 2021 | 7 years 1 month 6 days | 7 years 7 months 9 days | |
Vested and exercisable as of March 31, 2022 | 5 years 9 months 29 days | ||
Outstanding as of December 31, 2021 | $ 871 | ||
Outstanding as of March 31, 2022 | 332,322 | $ 871 | |
Vested and exercisable as of March 31, 2022 | $ 300,723 |
Stock Based Compensation - Su_2
Stock Based Compensation - Summary of Restricted Stock Unit Activity (Details) - Restricted Stock Units | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted stock units outstanding at December 31, 2021 | shares | 56,900,000 |
Granted | shares | 664,460,000 |
Canceled | shares | (43,150,000) |
Vested and released | shares | 0 |
Restricted stock units outstanding at March 31, 2022 | shares | 678,210,000 |
Vested and unissued | shares | (2,625,000) |
Restricted stock units outstanding and unvested | shares | 675,585,000 |
Restricted stock units outstanding at December 31, 2021 | $ / shares | $ 13 |
Granted | $ / shares | 6.97 |
Canceled | $ / shares | 7.58 |
Vested and released | $ / shares | 0 |
Restricted stock units outstanding at March 31, 2022 | $ / shares | 7.44 |
Vested and unissued | $ / shares | 6.37 |
Restricted stock units outstanding and unvested | $ / shares | $ 7.44 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Retirement Benefits [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_2
Stockholders' Equity and Redeemable Convertible Preferred Stock - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | Nov. 11, 2021 | Nov. 30, 2021 | Mar. 31, 2022 | Dec. 31, 2021 |
Class Of Stock [Line Items] | ||||
Common stock, shares authorized | 300,000,000 | 300,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Business Combination, Cash Consideration | $ 0.5 | |||
Common Stock, Shares, Issued | 13,213,378 | 13,214,612 | ||
Common Stock, Shares, Outstanding | 13,213,378 | 13,214,612 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Shares subject to repurchase | 716,771 | |||
Preferred Stock, Shares Issued | 0 | 0 | ||
IPO [Member] | ||||
Class Of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 13 | |||
Preferred Stock, Convertible, Shares Issuable | 8,395,808 | |||
Temporary Equity, Shares Outstanding | 0 | 0 | ||
Common Stock, Shares, Issued | 50,000 | |||
Proceeds from Issuance of Common Stock | $ 17.7 | |||
Common stock, par value | $ 13 | |||
Sale of Stock, Number of Shares Issued in Transaction | 1,692,308 | 1,692,308 | ||
Common Stock [Member] | ||||
Class Of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |||
Common Stock, Shares, Outstanding | 13,213,378 | |||
Common stock, par value | $ 0.0001 | |||
Ninth Amended and Restated Certificate of Incorporation | ||||
Class Of Stock [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | 0.0001 | |||
Common stock, par value | $ 0.0001 | |||
Preferred Stock, Shares Authorized | 10,000,000 | |||
Preferred stock, par value | $ 0.0001 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022Segment | |
Segment Reporting [Abstract] | |
Number of Reportable Segments | 2 |
Segment Information - Schedule
Segment Information - Schedule of Reportable Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Segment Reporting Information [Line Items] | ||
Net revenues | $ 18,457 | $ 17,465 |
Cost of revenues | 11,014 | 9,626 |
Gross profit | 7,443 | 7,839 |
Operating expenses: | ||
Operating expenses | (11,915) | (8,748) |
Interest expense | (23) | (140) |
Change in fair value of warrant liabilities | 0 | (21) |
Gain on debt forgiveness from Paycheck Protection Program | 1,364 | |
Other income (expense), net | 270 | 296 |
Income (loss) before income taxes | (4,225) | 590 |
DTC | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 13,311 | 14,273 |
Cost of revenues | 7,672 | 7,794 |
Gross profit | 5,639 | 6,479 |
Operating expenses: | ||
Operating expenses | (3,806) | (5,530) |
Income (loss) before income taxes | 1,833 | 949 |
Wholesale | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 4,963 | 2,835 |
Cost of revenues | 3,220 | 1,682 |
Gross profit | 1,743 | 1,153 |
Operating expenses: | ||
Operating expenses | (1,391) | (822) |
Income (loss) before income taxes | 352 | 331 |
Other Non Reporting Segment | ||
Segment Reporting Information [Line Items] | ||
Net revenues | 183 | 357 |
Cost of revenues | 122 | 150 |
Gross profit | 61 | 207 |
Operating expenses: | ||
Operating expenses | (394) | (483) |
Income (loss) before income taxes | (333) | (276) |
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 | (6,324) | (1,913) |
Interest expense | (23) | (140) |
Change in fair value of warrant liabilities | (21) | |
Gain on debt forgiveness from Paycheck Protection Program | 1,364 | |
Other income (expense), net | 270 | 296 |
Income (loss) before income taxes | $ (6,077) | $ (414) |
Basic and Diluted Net Income _3
Basic and Diluted Net Income (Loss) Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) | 3 Months Ended |
Mar. 31, 2022shares | |
Earnings Per Share Basic [Line Items] | |
Total anti-dilutive securities excluded from computation of earning per share | 2,351,685 |
Stock Option Outstanding | |
Earnings Per Share Basic [Line Items] | |
Total anti-dilutive securities excluded from computation of earning per share | 506,308 |
Unvested Stock Options Early Exercised | |
Earnings Per Share Basic [Line Items] | |
Total anti-dilutive securities excluded from computation of earning per share | 716,771 |
Restricted Stock Units (RSUs) [Member] | |
Earnings Per Share Basic [Line Items] | |
Total anti-dilutive securities excluded from computation of earning per share | 678,210 |
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 |
Basic and Diluted Net Income _4
Basic and Diluted Net Income (Loss) Per Share - Schedule of computation of basic and diluted earnings per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Preferred Stock Dividends and Other Adjustments [Abstract] | ||
Net income attributable to common stockholders, basic and diluted | $ 593 | |
Weighted-average common shares outstanding, basic | 13,214,516 | 1,509,721 |
Effect of potentially redeemable convertible preferred stock | 7,558,699 | |
Effect of potentially dilutive stock options | $ 1,227,871 | |
Weighted-average common shares outstanding, diluted | 10,296,291 | |
Net income per share, basic | $ (0.32) | $ 0.39 |
Net income per share, diluted | $ (0.32) | $ 0.06 |
Basic and Diluted Net Income _5
Basic and Diluted Net Income (Loss) Per Share - Schedule of anti-dilutive effect on net income per common share (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2022 | |
Shares Granted or Issued, Share-based Payment Arrangement [Abstract] | ||
Stock option | 250,513 | |
Warrants to purchase common stock | 396,855 | 6,843 |
Total | $ 647,368 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 16 | (3) |
Total current | 16 | (3) |
Total provision for income taxes | $ 16 | $ (3) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefits | $ 0 | |
Effective Tax Rate | 0 | |
Significant change in amount of unrecognized tax benefits in next twelve months | 0 | |
Unrecognized tax benefits, income tax penalties and interest accrued | $ 0 | |
Effective Tax rate | 0.39% | 0.43% |