Document and Entity Information
Document and Entity Information | 3 Months Ended |
Mar. 31, 2022 | |
Cover [Abstract] | |
Document Type | S-1 |
Amendment Flag | false |
Entity Registrant Name | SpringBig Holdings, Inc. |
Entity Central Index Key | 0001801602 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
CONSOLIDATED BALANCE SHEETS (Q1
CONSOLIDATED BALANCE SHEETS (Q1) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 6,761 | $ 2,227 |
Accounts receivable, net | 2,645 | 3,045 |
Related party receivable | 0 | |
Contract assets | 303 | 364 |
Prepaid expenses and other current assets | 1,297 | 843 |
Total current assets | 11,006 | 6,479 |
Property and equipment, net | 495 | 480 |
Deposits | 84 | 84 |
Total assets | 11,585 | 7,043 |
Current liabilities: | ||
Accounts payable | 580 | 412 |
Related party payable | 33 | 5 |
Accrued wages and commissions | 691 | 805 |
Accrued expenses | 888 | 855 |
Other liabilities | 39 | 57 |
Interest payable - 15% convertible promissory note | 89 | 0 |
Notes payable - 15% convertible promissory note | 7,000 | 0 |
PPP loan payable, current portion | 0 | |
Contract liabilities | 485 | 450 |
Total current liabilities | 2,584 | |
PPP loan payable, net of current portion | 0 | |
Total liabilities | 9,805 | 2,584 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Common stock (par value $0.001 per shares, 38,395,870 authorized at December 31, 2021 and 2020; 13,541,324 and 13,200,875 issued and outstanding as of December 31, 2021 and 2020) | 14 | 14 |
Additional paid-in capital | 17,840 | 17,653 |
Accumulated deficit | (16,091) | (13,225) |
Total stockholders' equity | 1,780 | 4,459 |
Total liabilities and stockholders' equity | 11,585 | 7,043 |
Series B Preferred [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 5 | 5 |
Series A Preferred [Member] | ||
Stockholders' Equity: | ||
Preferred stock | 5 | 5 |
Series Seed Preferred [Member] | ||
Stockholders' Equity: | ||
Preferred stock | $ 7 | $ 7 |
CONSOLIDATED BALANCE SHEETS (_2
CONSOLIDATED BALANCE SHEETS (Q1) (Parenthetical) | 3 Months Ended |
Mar. 31, 2022 $ / shares shares | |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Percentage of convertible promissory note | 15% |
Stockholders' Equity: | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Common stock, shares authorized (in shares) | 38,395,870 |
Common stock, shares issued (in shares) | 13,576,115 |
Common stock, shares outstanding (in shares) | 13,576,115 |
Series A Preferred [Member] | |
Stockholders' Equity: | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,088,944 |
Preferred stock, shares issued (in shares) | 5,088,944 |
Preferred stock, shares outstanding (in shares) | 5,088,944 |
Series B Preferred [Member] | |
Stockholders' Equity: | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized (in shares) | 4,584,202 |
Preferred stock, shares issued (in shares) | 4,584,202 |
Preferred stock, shares outstanding (in shares) | 4,584,202 |
Series Seed Preferred [Member] | |
Stockholders' Equity: | |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.001 |
Preferred stock, shares authorized (in shares) | 6,911,715 |
Preferred stock, shares issued (in shares) | 6,911,715 |
Preferred stock, shares outstanding (in shares) | 6,911,715 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS (Q1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Revenues | $ 6,364 | $ 5,209 | $ 24,024 | $ 15,183 |
Cost of revenues | 1,843 | 1,594 | 6,929 | 4,978 |
Gross Profit | 4,521 | 3,615 | 17,095 | 10,205 |
Operating expenses | ||||
Selling, servicing and marketing | 2,943 | 2,071 | 10,185 | 4,843 |
Technology and software development | 2,637 | 1,551 | 8,410 | 4,391 |
General and administrative | 1,718 | 1,112 | 5,032 | 2,572 |
Operating expenses | 7,298 | 4,734 | 23,627 | 11,806 |
Loss from operations | (2,777) | (1,119) | (6,532) | (1,601) |
Interest income | 3 | 3 | ||
Interest income | 0 | 1 | ||
Interest Expense | (89) | 0 | ||
Forgiveness of PPP loan | 781 | 0 | ||
Loss before provision for income taxes | (2,866) | (1,118) | (5,748) | (1,598) |
Provision for income taxes | 0 | 0 | 2 | 0 |
Net loss | $ (2,866) | $ (1,118) | $ (5,750) | $ (1,598) |
Net loss per common share: | ||||
Basic (in dollars per share) | $ (0.21) | $ (0.08) | $ (0.43) | $ (0.11) |
Diluted (in dollars per share) | $ (0.21) | $ (0.08) | $ (0.43) | $ (0.11) |
Weighted-average common shares outstanding - basic (in shares) | 13,571,872 | 13,319,512 | 13,385,267 | 14,047,342 |
Weighted-average common shares outstanding - diluted (in shares) | 13,571,872 | 13,319,512 | 13,385,267 | 14,047,342 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Q1) - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] Series B Preferred [Member] | Preferred Stock [Member] Series A Preferred [Member] | Preferred Stock [Member] Series Seed Preferred [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 0 | $ 5 | $ 7 | $ 15 | $ 8,551 | $ (5,877) | $ 2,701 |
Balance (in shares) at Dec. 31, 2019 | 0 | 5,089 | 6,912 | 14,614 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | 179 | 0 | 179 |
Stock-based compensation (in shares) | 0 | 0 | 0 | 0 | |||
Exercise of stock options | $ 0 | $ 0 | $ 0 | $ 0 | 12 | 0 | 12 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 33 | |||
Redemption of common stock | $ 0 | $ 0 | $ 0 | $ (1) | (3,267) | 0 | (3,268) |
Redemption of common stock (in shares) | 0 | 0 | 0 | (1,447) | |||
Issuance of stock | $ 5 | $ 0 | $ 0 | $ 0 | 11,495 | 0 | 11,500 |
Issuance of stock (in shares) | 4,584 | 0 | 0 | 0 | |||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (1,598) | (1,598) |
Balance at Dec. 31, 2020 | $ 5 | $ 5 | $ 7 | $ 14 | 16,970 | (7,475) | 9,526 |
Balance (in shares) at Dec. 31, 2020 | 4,584 | 5,089 | 6,912 | 13,200 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | 119 | 0 | 119 |
Stock-based compensation (in shares) | 0 | 0 | 0 | 114 | |||
Issuance of stock | $ 0 | $ 0 | $ 0 | $ 0 | 50 | 0 | 50 |
Issuance of stock (in shares) | 0 | 0 | 0 | 67 | |||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (1,118) | (1,118) |
Balance at Mar. 31, 2021 | $ 5 | $ 5 | $ 7 | $ 14 | 17,139 | (8,593) | 8,577 |
Balance (in shares) at Mar. 31, 2021 | 4,584 | 5,089 | 6,912 | 13,381 | |||
Balance at Dec. 31, 2020 | $ 5 | $ 5 | $ 7 | $ 14 | 16,970 | (7,475) | 9,526 |
Balance (in shares) at Dec. 31, 2020 | 4,584 | 5,089 | 6,912 | 13,200 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | 595 | 0 | 595 |
Stock-based compensation (in shares) | 0 | 0 | 0 | 114 | |||
Exercise of stock options | $ 0 | $ 0 | $ 0 | $ 0 | 38 | 0 | 38 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 160 | |||
Issuance of stock | $ 0 | $ 0 | $ 0 | $ 0 | 50 | 0 | 50 |
Issuance of stock (in shares) | 0 | 0 | 0 | 67 | |||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (5,750) | (5,750) |
Balance at Dec. 31, 2021 | $ 5 | $ 5 | $ 7 | $ 14 | 17,653 | (13,225) | 4,459 |
Balance (in shares) at Dec. 31, 2021 | 4,584 | 5,089 | 6,912 | 13,541 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | 181 | 0 | 181 |
Stock-based compensation (in shares) | 0 | 0 | 0 | 0 | |||
Exercise of stock options | $ 0 | $ 0 | $ 0 | $ 0 | 6 | 0 | 6 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 35 | |||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (2,866) | (2,866) |
Balance at Mar. 31, 2022 | $ 5 | $ 5 | $ 7 | $ 14 | $ 17,840 | $ (16,091) | $ 1,780 |
Balance (in shares) at Mar. 31, 2022 | 4,584 | 5,089 | 6,912 | 13,576 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS (Q1) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,866) | $ (1,118) | $ (5,750) | $ (1,598) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 59 | 6 | 173 | 19 |
Stock-based compensation expense | 181 | 119 | 595 | 179 |
Forgiveness of PPP loan | (781) | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 400 | (110) | (1,903) | (323) |
Related party receivable | 0 | 77 | 77 | (43) |
Prepaid expenses and other current assets | (453) | (84) | (720) | (80) |
Contract assets | 61 | (8) | (98) | (107) |
Deposits and other assets | (20) | (22) | ||
Accounts payable and other liabilities | 67 | (27) | 704 | 721 |
Related party payable | 28 | (56) | (51) | 11 |
Interest payable - 15% convertible promissory note | 89 | 0 | ||
Contract liabilities | 35 | 50 | (110) | 237 |
Net cash used in operating activities | (2,399) | (1,151) | (7,884) | (1,006) |
Cash flows from investing activities: | ||||
Business combination, net of cash acquired | 0 | (122) | (122) | 0 |
Purchases of property and equipment | (73) | (42) | (252) | (195) |
Net cash used in investing activities | (73) | (164) | (374) | (195) |
Cash flows from financing activities: | ||||
Proceeds from PPP loan | 0 | 781 | ||
Proceeds from issuance of common stock | 0 | 11,500 | ||
Repurchase of common stock | 0 | (3,268) | ||
Notes payable - 15% convertible promissory note | 7,000 | 0 | ||
Proceeds from exercise of stock options, net | 6 | 0 | 38 | 12 |
Net cash provided by financing activities | 7,006 | 0 | 38 | 9,025 |
Net (decrease) increase in cash and cash equivalents | 4,534 | (1,315) | (8,220) | 7,824 |
Cash and cash equivalents at beginning of year | 2,227 | 10,447 | 10,447 | 2,623 |
Cash and cash equivalents at end of year | 6,761 | 9,132 | 2,227 | 10,447 |
Supplemental disclosure of non-cash financing activities | ||||
Issue of common stock for business combination | 0 | 50 | 50 | 0 |
Indemnity holdback for business combination | $ 0 | $ 23 | $ 23 | $ 0 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Q1) (Parenthetical) | Mar. 31, 2022 | Feb. 28, 2022 |
Convertible Notes [Member] | ||
Changes in operating assets and liabilities: | ||
Interest rate on convertible notes | 15% | 15% |
CONSOLIDATED BALANCE SHEETS (FY
CONSOLIDATED BALANCE SHEETS (FY) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 6,761 | $ 2,227 | $ 10,447 |
Accounts receivable, net | 2,645 | 3,045 | 1,141 |
Related party receivable | 0 | 77 | |
Contract assets | 303 | 364 | 266 |
Prepaid expenses and other current assets | 1,297 | 843 | 123 |
Total current assets | 11,006 | 6,479 | 12,054 |
Property and equipment, net | 495 | 480 | 205 |
Deposits | 84 | 84 | 64 |
Total assets | 11,585 | 7,043 | 12,323 |
Current liabilities: | |||
Accounts payable | 580 | 412 | 861 |
Related party payable | 33 | 5 | 56 |
Accrued wages and commissions | 691 | 805 | 360 |
Accrued expenses | 888 | 855 | 140 |
Other liabilities | 39 | 57 | 39 |
PPP loan payable, current portion | 0 | 521 | |
Contract liabilities | 485 | 450 | 560 |
Total current liabilities | 2,584 | 2,537 | |
PPP loan payable, net of current portion | 0 | 260 | |
Total liabilities | 9,805 | 2,584 | 2,797 |
Commitments and Contingencies | |||
Stockholders' Equity: | |||
Common stock (par value $0.001 per shares, 38,395,870 authorized at December 31, 2021 and 2020; 13,541,324 and 13,200,875 issued and outstanding as of December 31, 2021 and 2020) | 14 | 14 | 14 |
Additional paid-in capital | 17,840 | 17,653 | 16,970 |
Accumulated deficit | (16,091) | (13,225) | (7,475) |
Total stockholders' equity | 1,780 | 4,459 | 9,526 |
Total liabilities and stockholders' equity | 11,585 | 7,043 | 12,323 |
Series B Preferred [Member] | |||
Stockholders' Equity: | |||
Preferred stock | 5 | 5 | 5 |
Series A Preferred [Member] | |||
Stockholders' Equity: | |||
Preferred stock | 5 | 5 | 5 |
Series Seed Preferred [Member] | |||
Stockholders' Equity: | |||
Preferred stock | $ 7 | $ 7 | $ 7 |
CONSOLIDATED BALANCE SHEETS (_3
CONSOLIDATED BALANCE SHEETS (FY) (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Stockholders' Equity: | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 38,395,870 | 38,395,870 | 38,395,870 |
Common stock, shares issued (in shares) | 13,576,115 | 13,541,324 | 13,200,875 |
Common stock, shares outstanding (in shares) | 13,576,115 | 13,541,324 | 13,200,875 |
Series A Preferred [Member] | |||
Stockholders' Equity: | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,088,944 | 5,088,944 | 5,088,944 |
Preferred stock, shares issued (in shares) | 5,088,944 | 5,088,944 | 5,088,944 |
Preferred stock, shares outstanding (in shares) | 5,088,944 | 5,088,944 | 5,088,944 |
Series B Preferred [Member] | |||
Stockholders' Equity: | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 4,584,202 | 4,584,202 | 4,584,202 |
Preferred stock, shares issued (in shares) | 4,584,202 | 4,584,202 | 4,584,202 |
Preferred stock, shares outstanding (in shares) | 4,584,202 | 4,584,202 | 4,584,202 |
Series Seed Preferred [Member] | |||
Stockholders' Equity: | |||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 6,911,715 | 6,911,715 | 6,911,715 |
Preferred stock, shares issued (in shares) | 6,911,715 | 6,911,715 | 6,911,715 |
Preferred stock, shares outstanding (in shares) | 6,911,715 | 6,911,715 | 6,911,715 |
CONSOLIDATED STATEMENTS OF OP_2
CONSOLIDATED STATEMENTS OF OPERATIONS (FY) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
CONSOLIDATED STATEMENTS OF OPERATIONS [Abstract] | ||||
Revenues | $ 6,364 | $ 5,209 | $ 24,024 | $ 15,183 |
Cost of revenues | 1,843 | 1,594 | 6,929 | 4,978 |
Gross Profit | 4,521 | 3,615 | 17,095 | 10,205 |
Operating expenses | ||||
Selling, servicing and marketing | 2,943 | 2,071 | 10,185 | 4,843 |
Technology and software development | 2,637 | 1,551 | 8,410 | 4,391 |
General and administrative | 1,718 | 1,112 | 5,032 | 2,572 |
Operating expenses | 7,298 | 4,734 | 23,627 | 11,806 |
Loss from operations | (2,777) | (1,119) | (6,532) | (1,601) |
Interest income | 3 | 3 | ||
Interest income | 0 | 1 | ||
Interest Expense | (89) | 0 | ||
Forgiveness of PPP loan | 781 | 0 | ||
Loss before provision for income taxes | (2,866) | (1,118) | (5,748) | (1,598) |
Provision for income taxes | 0 | 0 | 2 | 0 |
Net loss | $ (2,866) | $ (1,118) | $ (5,750) | $ (1,598) |
Net loss per common share: | ||||
Basic (in dollars per share) | $ (0.21) | $ (0.08) | $ (0.43) | $ (0.11) |
Diluted (in dollars per share) | $ (0.21) | $ (0.08) | $ (0.43) | $ (0.11) |
Weighted-average common shares outstanding - basic (in shares) | 13,571,872 | 13,319,512 | 13,385,267 | 14,047,342 |
Weighted-average common shares outstanding - diluted (in shares) | 13,571,872 | 13,319,512 | 13,385,267 | 14,047,342 |
CONSOLIDATED STATEMENTS OF CH_2
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (FY) - USD ($) shares in Thousands, $ in Thousands | Preferred Stock [Member] Series B Preferred [Member] | Preferred Stock [Member] Series A Preferred [Member] | Preferred Stock [Member] Series Seed Preferred [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Total |
Balance at Dec. 31, 2019 | $ 0 | $ 5 | $ 7 | $ 15 | $ 8,551 | $ (5,877) | $ 2,701 |
Balance (in shares) at Dec. 31, 2019 | 0 | 5,089 | 6,912 | 14,614 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | 179 | 0 | 179 |
Stock-based compensation (in shares) | 0 | 0 | 0 | 0 | |||
Exercise of stock options | $ 0 | $ 0 | $ 0 | $ 0 | 12 | 0 | 12 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 33 | |||
Redemption of common stock | $ 0 | $ 0 | $ 0 | $ (1) | (3,267) | 0 | (3,268) |
Redemption of common stock (in shares) | 0 | 0 | 0 | (1,447) | |||
Issuance of stock | $ 5 | $ 0 | $ 0 | $ 0 | 11,495 | 0 | 11,500 |
Issuance of stock (in shares) | 4,584 | 0 | 0 | 0 | |||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (1,598) | (1,598) |
Balance at Dec. 31, 2020 | $ 5 | $ 5 | $ 7 | $ 14 | 16,970 | (7,475) | 9,526 |
Balance (in shares) at Dec. 31, 2020 | 4,584 | 5,089 | 6,912 | 13,200 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | 119 | 0 | 119 |
Stock-based compensation (in shares) | 0 | 0 | 0 | 114 | |||
Issuance of stock | $ 0 | $ 0 | $ 0 | $ 0 | 50 | 0 | 50 |
Issuance of stock (in shares) | 0 | 0 | 0 | 67 | |||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (1,118) | (1,118) |
Balance at Mar. 31, 2021 | $ 5 | $ 5 | $ 7 | $ 14 | 17,139 | (8,593) | 8,577 |
Balance (in shares) at Mar. 31, 2021 | 4,584 | 5,089 | 6,912 | 13,381 | |||
Balance at Dec. 31, 2020 | $ 5 | $ 5 | $ 7 | $ 14 | 16,970 | (7,475) | 9,526 |
Balance (in shares) at Dec. 31, 2020 | 4,584 | 5,089 | 6,912 | 13,200 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | 595 | 0 | 595 |
Stock-based compensation (in shares) | 0 | 0 | 0 | 114 | |||
Exercise of stock options | $ 0 | $ 0 | $ 0 | $ 0 | 38 | 0 | 38 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 160 | |||
Issuance of stock | $ 0 | $ 0 | $ 0 | $ 0 | 50 | 0 | 50 |
Issuance of stock (in shares) | 0 | 0 | 0 | 67 | |||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (5,750) | (5,750) |
Balance at Dec. 31, 2021 | $ 5 | $ 5 | $ 7 | $ 14 | 17,653 | (13,225) | 4,459 |
Balance (in shares) at Dec. 31, 2021 | 4,584 | 5,089 | 6,912 | 13,541 | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Stock-based compensation | $ 0 | $ 0 | $ 0 | $ 0 | 181 | 0 | 181 |
Stock-based compensation (in shares) | 0 | 0 | 0 | 0 | |||
Exercise of stock options | $ 0 | $ 0 | $ 0 | $ 0 | 6 | 0 | 6 |
Exercise of stock options (in shares) | 0 | 0 | 0 | 35 | |||
Net loss | $ 0 | $ 0 | $ 0 | $ 0 | 0 | (2,866) | (2,866) |
Balance at Mar. 31, 2022 | $ 5 | $ 5 | $ 7 | $ 14 | $ 17,840 | $ (16,091) | $ 1,780 |
Balance (in shares) at Mar. 31, 2022 | 4,584 | 5,089 | 6,912 | 13,576 |
CONSOLIDATED STATEMENTS OF CA_3
CONSOLIDATED STATEMENTS OF CASH FLOWS (FY) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities: | ||||
Net loss | $ (2,866) | $ (1,118) | $ (5,750) | $ (1,598) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Depreciation and amortization | 59 | 6 | 173 | 19 |
Stock-based compensation expense | 181 | 119 | 595 | 179 |
Forgiveness of PPP loan | (781) | 0 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 400 | (110) | (1,903) | (323) |
Related party receivable | 0 | 77 | 77 | (43) |
Prepaid expenses and other current assets | (453) | (84) | (720) | (80) |
Contract assets | 61 | (8) | (98) | (107) |
Deposits and other assets | (20) | (22) | ||
Accounts payable and other liabilities | 67 | (27) | 704 | 721 |
Increase (Decrease) in Interest Payable, Net | 89 | 0 | ||
Related party payable | 28 | (56) | (51) | 11 |
Contract liabilities | 35 | 50 | (110) | 237 |
Net cash used in operating activities | (2,399) | (1,151) | (7,884) | (1,006) |
Cash flows from investing activities: | ||||
Business combination, net of cash acquired | 0 | (122) | (122) | 0 |
Purchases of property and equipment | (73) | (42) | (252) | (195) |
Net cash used in investing activities | (73) | (164) | (374) | (195) |
Cash flows from financing activities: | ||||
Proceeds from PPP loan | 0 | 781 | ||
Proceeds from issuance of common stock | 0 | 11,500 | ||
Notes payable - 15% convertible promissory note | 7,000 | 0 | ||
Repurchase of common stock | 0 | (3,268) | ||
Proceeds from exercise of stock options, net | 6 | 0 | 38 | 12 |
Net cash provided by financing activities | 7,006 | 0 | 38 | 9,025 |
Net (decrease) increase in cash and cash equivalents | 4,534 | (1,315) | (8,220) | 7,824 |
Cash and cash equivalents at beginning of year | 2,227 | 10,447 | 10,447 | 2,623 |
Cash and cash equivalents at end of year | 6,761 | 9,132 | 2,227 | 10,447 |
Supplemental disclosure of non-cash financing activities | ||||
Issue of common stock for business combination | 0 | 50 | 50 | 0 |
Indemnity holdback for business combination | $ 0 | $ 23 | $ 23 | $ 0 |
DESCRIPTION OF BUSINESS (Q1)
DESCRIPTION OF BUSINESS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF BUSINESS [Abstract] | ||
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS SpringBig, Inc., and its wholly-owned subsidiaries (the “Company” or “we” or “us” or “SpringBig”) developed an application that provides marketing and customer engagement services to cannabis dispensaries and brands throughout the United States and Canada. The Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarter is in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company was incorporated in the state of Delaware in May 2017. Business Combination On November 9, 2021, the Company and Tuatara Capital Acquisition Corp. (“TCAC”) jointly announced that they have entered into a definitive agreement for a business combination that would result in SpringBig becoming a publicly listed company. Upon closing of the transaction, the combined company is expected to remain listed on the Nasdaq Stock Market under the symbol “SBIG”. Merger Consideration In accordance with the terms and subject to the conditions of the Merger Agreement, based on an implied equity value of $245 million and enterprise value of $300 million, (i) each share of SpringBig common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New SpringBig Common Stock, as determined in the Merger Agreement (the “Share Conversion Ratio”) and (ii) vested and unvested options of SpringBig outstanding and unexercised immediately prior to the effective date of the Merger will convert into comparable options that are exercisable for shares of New SpringBig Common Stock, with a value determined in accordance with the Share Conversion Ratio. Subsequent Events Amended and Restated Merger Agreement On April 15, 2022, the merger agreement was amended and restated which reduces the total enterprise value of the Company to $275 million and equity value of $215 million, representing an 8% reduction in valuation from the initial agreement. In addition, a bonus pool of up to 1,000,000 shares of TCAC common stock will be allocated pro-rata to non-redeeming public stockholders up to a maximum of one bonus share for each share held, effectively reducing their cost base. Convertible Notes Springbig and TCAC also announced an agreement for the issuance of senior secured convertible notes with a 24-month maturity (the “Notes”), up to $16.0 million principal amount of which have been subscribed to by a global institutional investor. An initial tranche of $11.0 million will close in connection with the closing of the merger. The second tranche of $5.0 million, subject to certain conditions in the agreement, will close 60 days after the resale registration statement is declared effective by the SEC. Equity Financing Facility In addition, TCAC entered into a committed equity financing facility (the “CEF Facility”) with an affiliate of Cantor Fitzgerald L.P. (“Cantor”). Under the terms of the CEF Facility, Cantor has committed to purchase, after the closing of the proposed merger with the Company, up to an aggregate of $50 million of TCAC’s common shares from time to time at TCAC’s request. Registration Statement On May 18, 2022, TCAC announced that the registration statement related to the business combination was made effective by the U.S. Securities and Exchange Commission. Approval of Business Combination On June 9, 2022, in a special meeting, the shareholders of TCAC voted to approve the business combination with completion on June 14, 2022, this resulted in the conversion of the Convertible Notes into 730,493 of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $304,900. Completion of Business Combination On June 14, 2022, the business combination was completed. In connection with the closing of the Business Combination, TCAC has changed its name to SpringBig Holdings, Inc. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commence trading on The Nasdaq Global Market. The Company received net proceeds of $12.0 million, with gross proceed of $24.9 million, this is in addition to the $7.0 million Convertible Notes which was issued in February 2022 and is now converted into common stock, see Note 5, “Convertible Notes”. Of the amount received, approximately $8.8 million represents unredeemed shares from the TCAC trust; $6.1 million from PIPE proceeds and $10.0 million from Senior Secured Original Issue Discount Convertible Promissory Note. Convertible Notes On June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Promissory Note due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum. Common Stock Purchase Agreement On June 14, 2022, TCAC entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement) with an affiliate of Cantor Fitzgerald L.P. (“Cantor”). The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Cantor, and the Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share. Preferred Stock With the completion of the business combination, the Series A, B and Seed preferred stock were converted to common stock. The conversation rate of all preferred stock is at a one to one ratio to common stock resulting in common stocks of 5,088,944, 4,584,202 and 6,911,715, respectively. | NOTE 1 – DESCRIPTION OF BUSINESS SpringBig, Inc., and its wholly-owned subsidiaries (the “Company” or “we” or “us” or “SpringBig”) developed an application that provides marketing and customer engagement services to cannabis dispensaries and brands throughout the United States and Canada. The Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarter is in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company was incorporated in the state of Delaware in May 2017. In January 2021, the Company formed Medici Canada LLC, a wholly owned subsidiary of the Company, to acquire all of the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. See Note 6, “Business Combination.” On November 9, 2021, the Company and Tuatara Capital Acquisition Corp. (“TCAC”) jointly announced that they have entered into a definitive agreement for a business combination that would result in SpringBig becoming a publicly listed company. Upon closing of the transaction, the combined company is expected to remain listed on the Nasdaq Stock Market under the symbol “SBIG”. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all its wholly owned subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These interim financial statements should be read in conjunction with the financial statements and notes thereto included in SpringBig’s audited financial statements for the year ended December 31, 2021. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $16.1 million as of March 31, 2022. Cash flows used in operating activities were $2.4 million and $1.2 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had approximately $8.3 million in working capital, inclusive of $6.8 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers and strategic capital raises such as its SPAC merger. The ultimate success to these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum, from the date these financial statements were issued. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency of the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. During the three months ended March 31, 2022 and 2021, we had one customer representing 10% and 0% concentration of revenue within the United States, respectively. At March 31, 2022 and December 31, 2021 we had one customer representing 9% and 28% of accounts receivable within the United States, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with one commercial bank. As of March 31, 2022 and 2021, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $6.4 million and $1.9 million as of March 31, 2022 and December 31, 2021, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained, because the asset relates to the services transferred to the customer during the contract term of one year and the Company anticipates that the contract will be renewed for two subsequent one-year periods. Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which is generally three years. Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss for the three months ended March 31, 2022 or 2021. Business Combination Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of three years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. We report revenue net of sales and other taxes collected from customers to be remitted to government authorities. For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the license to the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer – The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers – the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for a ceiling credit plus, if any, optional purchases for additional credits, plus one twelfth Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of credits to be utilized over the course of six Set up fees – the company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction – Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six Allocating the Transaction Price – The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services nor does the Company adjust revenue downward. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients – The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising expense totaled $40,800 and $10,000 for the three months ended March 31, 2022 and 2021, respectively. Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. Stock-Based Compensation ASC 718, Compensation – Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes . The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of March 31, 2022 and December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. Leases The Company expenses the total cost associated with real estate leases on a straight-line basis over the life of the lease commitment. The amount accrued relating to future contractual increases is immaterial. Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities Lessors—Certain Leases with Variable Lease Payments In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all its wholly owned subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $13.2 million as of December 31, 2021. Cash flows used in operating activities were $7.9 million and $1.0 million for the twelve months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had approximately $3.9 million in working capital, inclusive of $2.2 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase revenue through increased usage by customers and new customers and strategic capital raises such as its pending SPAC merger. The ultimate success to these plans are not guaranteed. On February 25, 2022 the Company entered into Convertible Notes with two existing shareholders in aggregate for a principal sum of $7.0 million. Based on management projections for increase in revenue and cash received from the Convertible Notes, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum, from the date of this audit opinion. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. At December 31, 2021, we had one customer representing an 11% concentration of revenue and 28% of accounts receivable within the United States. There was no such concentration at December 31, 2020. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with one commercial bank. As of December 31, 2021 and 2020, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $1.9 million and $10.0 million as of December 31, 2021 and 2020, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. Property and E quipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases . Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained, because the asset relates to the services transferred to the customer during the contract term of one year and the Company anticipates that the contract will be renewed for two subsequent one-year periods. Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss in 2021 or 2020. Business Combination Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of three years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. Revenue Recognition On January 1, 2019, the Company adopted, using the full retrospective method, the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the right to access the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer - The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers - the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for a ceiling credit plus, if any, optional purchases for additional credits, plus one twelfth Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of credits to be utilized over the course of six Set up fees – the company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction - Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six Allocating the Transaction Price - The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services nor does the Company adjust revenue downward. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients - The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising expense totaled $96,000 and $22,000 for the years ended December 31, 2021 and 2020, respectively. Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. Stock-Based Compensation ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrant. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share. Under the provisions of ASC 260, basic net income per share is computed by dividing the net income available to common shareholders by the weighted average common shares outstanding during the period. Diluted net income per share adjusts basic net income per share for the effects of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted earnings per share information separately for each class of equity instruments that participate in any income distribution with primary equity instruments. Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2021 and 2020, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. Leases The Company expenses the total cost associated with real estate leases on a straight-line basis over the life of the lease commitment. The amount accrued relating to future contractual increases is immaterial. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities Lessors—Certain Leases with Variable Lease Payments In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Management is currently evaluating this standard. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 In June 2020, the FASB issued ASU 2020-06 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 also amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. Under ASU 2020-06, entities must apply the if-converted method to all convertible instruments because the treasury stock method will no longer be available. For public business entities that are not smaller reporting companies, the amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the guidance will be effective for the fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Management is currently evaluating this standard. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Management is currently evaluating this standard. Reclassification Certain reclassifications of the prior period amounts and presentation have been made to conform to the presentation for the current period, specifically presentation of current liabilities and operating expenses. There is no material impact on the presentation of the financial statements as presented. |
ACCOUNTS RECEIVABLE (Q1)
ACCOUNTS RECEIVABLE (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE [Abstract] | ||
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following as of: March 31, 2022 December 31 2021 Accounts receivable $2,093 $2,533 Unbilled receivables 849 809 2,942 3,342 Less allowance for doubtful accounts (297) (297) Accounts receivable, net $2,645 $3,045 Bad debt expense was $33,000 and $30,000 for the three months ended March 31, 2022 and 2021, respectively. | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following as of: December 31, 2021 2020 Accounts receivable $2,533 $1,027 Unbilled receivables 809 264 3,342 1,291 Less allowance for doubtful accounts (297) (150) Accounts receivable, net $3,045 $1,141 Bad debt expense was $216,000 and $297,000 for the twelve months ended December 31, 2021 and 2020, respectively. |
PROPERTY AND EQUIPMENT (Q1)
PROPERTY AND EQUIPMENT (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of: March 31, 2022 December 31 2021 Computer equipment $ 268 $ 225 Data warehouse 286 256 Software 196 196 750 677 Less accumulated depreciation and amortization (255) (197) Property and Equipment $ 495 $ 480 The useful life of computer equipment, software and the data warehouse is 3 years. Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $59,000 and $6,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Computer equipment $ 225 $ 83 Data warehouse 256 145 Software 196 — 677 228 Less accumulated depreciation and amortization (197) (23) Property and Equipment $ 480 $ 205 The useful life of computer equipment, software and the data warehouse is 3 years. Depreciation and amortization expense for the twelve months ended December 31, 2021 and 2020 was $173,000 and $19,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. |
15% CONVERTIBLE PROMISSORY NOTE
15% CONVERTIBLE PROMISSORY NOTES (Q1) | 3 Months Ended |
Mar. 31, 2022 | |
15% CONVERTIBLE PROMISSORY NOTES [Abstract] | |
15% CONVERTIBLE PROMISSORY NOTES | NOTE 5 – 15% CONVERTIBLE PROMISSORY NOTES In February 2022, the Company issued $7.0 million in aggregate principal amount of 15.00% convertible promissory notes due September 30, 2022 (the “Convertible Notes” or “15.00% Convertible Notes”). The Convertible Notes accrue interest at the rate of 15.0% per annum on the principal amount of the Convertible Notes, due and payable at the maturity date of September 30, 2022 (the “Maturity Date”), if not converted prior to the Maturity Date. Conversion The following factors may result in conversion: a. If the closing of the merger contemplated by the Agreement and Plan of Merger, dated as of November 8, 2021 as amended through by and among the Company, TCAC and the other parties thereto, occurs on or prior to the Maturity Date, then (i) the outstanding principal balance of the Convertible Notes shall become due and payable (and will be satisfied by the issuance to Holder of all shares of common stock at a rate of $10.00 per share; and (ii) all accrued and unpaid interest under the Convertible Notes shall become due and payable and shall be satisfied by dividing the outstanding unpaid accrued interest of the Convertible Notes, by $10.00. b. If the SPAC Merger has not occurred on or prior to the Maturity Date, then, subject to Section 3(c), the outstanding principal balance and any unpaid accrued interest of the Convertible Notes shall automatically convert, without any further action by the Holder, into a number of fully paid and non-assessable shares of Series B Preferred Stock of the Company at $2.508067 per share, with such shares of Series B Preferred Stock to be issued pursuant to the Company’s Amended and Restated Certificate of Incorporation and otherwise on the same terms and conditions as given to the investors in that certain Series B Stock Purchase Agreement dated as of August 7, 2020, as amended (the “Series B Purchase Agreement”). c. If the Company issues any additional equity securities on or prior to the Maturity Date and conversion of the Convertible Notes (“Other Securities”), then Holder shall have the option, in lieu of conversion pursuant to Section 3(b), to convert the outstanding principal balance and any unpaid accrued interest of the Convertible Notes into a number of fully paid and non-assessable shares of such Other Securities of the Company, equal to the per share price of such Other Securities. Repayment All payments of interest and principal on the Convertible Notes, that are not otherwise converted in accordance herewith, shall be in lawful money of the United States of America on the date on which such payment is due by wire transfer of immediately available funds to the Holder’s account at a bank specified by Lender in writing to the Company from time to time. All payments shall be applied first to accrued interest, and thereafter to principal. Unless converted as provided herein, the outstanding principal amount shall be due and payable on September 30, 2022. Prepayment The Convertible Notes may be prepaid in whole or in part at any time prior to the Maturity Date without the prior consent of the Holder. Events of Default The Convertible Notes contained events of default such as failure to observe or perform any covenants, obligation, condition or agreement contained in the Convertible Note and commencement of bankruptcy. The Company concluded that the conversion option is an embedded derivative but is not required to be bifurcated under ASC 815, Derivatives and Hedging As of March 31, 2022, the carrying value of the Convertible Notes was $7.0 million. During the three months ended March 31, 2022, the Company recorded $89,000 of interest expense on the Convertible Notes. Subsequent Events On June 9, 2022, in a special meeting, the shareholders of TCAC voted to approve the business combination with completion on June 14, 2022, this resulted in the conversion of the Convertible Notes into 730,493 of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $304,900. |
REVENUE RECOGNITION (Q1)
REVENUE RECOGNITION (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE RECOGNITION [Abstract] | ||
REVENUE RECOGNITION | NOTE 6 – REVENUE RECOGNITION The following table represents our revenues disaggregated by type (in thousands): March 31 2022 2021 Revenue Brand revenue $ 189 $ 132 Retail revenue 6,175 5,077 Total Revenue $6,364 $5,209 Geographic Information Revenue by geographical region consist of the following (in thousands): March 31 2022 2021 Retail revenue United States $5,956 $5,077 Canada 219 — Brand revenue United States 189 132 $6,364 $5,209 Revenues by geography are generally based on the country of SpringBig contracting entity. Total United States revenue was approximately 97% and 100% of total revenue for the three months ended March 31, 2022 and 2021 respectively. As of March 31, 2022 and December 31, 2021, approximately 73% and 99% of our long-lived assets were attributable to operations in the United States. Contract Assets (Deferred Cost) Contract assets consisted of the following as of: March 31 2022 December 31 2021 Contract assets consisted of the following as of: Deferred sales commissions $303 $364 Contract liabilities consisted of the following as of: March 31 2022 December 31 2021 Contract liabilities consisted of the following as of: Deferred revenue retail $231 $231 Deferred set-up revenues 110 101 Deferred revenue brands 144 118 Contract liabilities $485 $450 The movement in the Contract liabilities during three months ended March 31, 2022 and the year ended December 31, 2021, comprised the following: March 31 2022 December 31 2021 The movement in the contract liabilities during each period comprised the following: Contract liabilities at start of the period $ 450 $ 560 Amounts invoiced during the period 6,115 13,512 Less revenue recognized during the period (6,080) (13,622) Contract liabilities at end of the period $ 485 $ 450 | NOTE 5 – REVENUE RECOGNITION The following table represents our revenues disaggregated by type (in thousands): December 31 2021 2020 Revenue Brand revenue $ 654 $ 241 Retail revenue 23,370 14,942 Total Revenue $24,024 $15,183 Geographic Information Revenue by geographical region consist of the following (in thousands): December 31 2021 2020 Retail revenue United States $23,180 $14,942 Canada 190 — Brand revenue United States 654 241 $24,024 $15,183 Revenues by geography are generally based on the country of SpringBig contracting entity. Total United States revenue was approximately 99% and 100% of total revenue for the year ended December 31, 2021 and 2020 respectively. During the year ended December 31, 2021 and 2020, approximately 99% and 100% of our long-lived assets were attributable to operations in the United States. Contract Assets (Deferred Cost) Contract assets consisted of the following as of: December 31 2021 2020 Deferred sales commissions $364 $266 Contract Liabilities (Deferred Revenue) Contract liabilities consisted of the following as of: December 31 2021 2020 Deferred revenue retail $231 $468 Deferred set-up revenues 101 92 Deferred brands 118 — Contract liabilities $450 $560 The movement in the contract liabilities during each year comprised the following: December 31 2021 2020 Contract liabilities at start of the year $ 560 $ 323 Amounts invoiced during the year 13,512 8,970 Less revenue recognized during the year (13,622) (8,733) Contract liabilities at end of the year $ 450 $ 560 |
BUSINESS COMBINATION (Q1)
BUSINESS COMBINATION (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BUSINESS COMBINATION [Abstract] | ||
BUSINESS COMBINATION | NOTE 7 – BUSINESS COMBINATION In January 2021, the Company formed Medici Canada LLC, a wholly owned subsidiary of the Company, to acquire all the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 180,972 shares of the Company’s common stock, par value $0.001 per share, valuing $135,000, and $155,000 in cash. The purchase price allocation is as follows (in thousands): March 31, 2021 Fair value of shares $135 Less: Post combination cost - restricted stocks (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $205 Assets $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 Of the 180,972 shares, 67,064 shares with value of approximately $50,000 were issued to the sellers. Two of the sellers signed employment contracts with Beaches Development Group LTD; the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2. As a result, the shares are treated as post combination expense and are restricted. The Company incurred expense totaling $8,900 and $10,700 for three months ended March 31, 2022 and 2021, respectively, related to these restricted stocks which is included in general and administrative expense on the statement of operations. Approximately $23,000 of the cash price has been withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity shall be released to the seller’s representative thereafter. The indemnity holdback is included in other liabilities on the accompanying consolidated balance sheets. The indemnity holdback of $23,000 was paid subsequent to the period end. Medici assumed cash totaling $9,000, this was the only tangible asset assumed at purchase, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheets as of March 31, 2022 and December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software. Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $16,000 for the three months ended March 31, 2022, which is included in general and administrative expenses in the consolidated statement of operations for the three months ended March 31, 2022. The aggregate amortization expense for the remaining period is approximately $120,000. We incurred costs related to the acquisition of approximately, $11,000 during the three months ended March 31, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. | NOTE 6 – BUSINESS COMBINATION In January 2021, the Company formed Medici Canada LLC, a wholly owned subsidiary of the Company, to acquire all of the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 180,972 shares of the Company’s common stock, par value $0.001 per share, valuing $135,000, and $155,000 in cash. The purchase price allocation is as follows (in thousands): December 31, 2021 Fair value of shares $135 Less: Post combination cost - restricted stocks (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration 205 Cash $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 Of the 180,972 shares, 67,064 shares with value of approximately $50,000 were issued to the sellers. Two of the sellers signed employment contracts with Beaches Development Group LTD; the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2. As a result, the shares are treated as post combination expense and are restricted. The Company incurred expense totaling $67,000 for twelve months ended December 31, 2021 related to these restricted stocks which is included in general and administrative expense on the statement of operations. Approximately $23,000 of the cash price has been withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity shall be released to the seller’s representative thereafter. The indemnity holdback is included in other liabilities on the accompanying consolidated balance sheets. Medici acquired cash totaling $9,000, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheet as of December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software. Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $60,000 for the twelve months ended December 31, 2021, which is included in general and administrative expenses in the consolidated statement of operations for the twelve months ended December 31, 2021. The aggregate amortization expense for the next two years is approximately $136,000. We incurred costs related to the acquisition of approximately, $11,000 during the twelve months ended December 31, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. |
PAYCHECK PROTECTION PROGRAM LOA
PAYCHECK PROTECTION PROGRAM LOAN (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
PAYCHECK PROTECTION PROGRAM LOAN [Abstract] | ||
PAYCHECK PROTECTION PROGRAM LOAN | NOTE 8 – PAYCHECK PROTECTION PROGRAM LOAN The Company received $781,000 from a Paycheck Protection Program (“PPP”) loan on May 1, 2020, through the Small Business Administration (“SBA”) that was made available under the CARES Act in response to the COVID-19 pandemic. On August 11, 2021 the Company received full forgiveness for the PPP loan. | NOTE 7 – PAYCHECK PROTECTION PROGRAM LOAN The Company received $781,000 from a Paycheck Protection Program (“PPP”) loan on May 1, 2020, through the Small Business Administration (“SBA”) that was made available under the CARES Act in response to the COVID-19 pandemic. On August 11, 2021 the Company received full forgiveness for the PPP loan. The income from forgiveness is included on the consolidated statements of operations for the year ended December 31, 2021. |
STOCK BASED COMPENSATION (Q1)
STOCK BASED COMPENSATION (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCK BASED COMPENSATION [Abstract] | ||
STOCK BASED COMPENSATION | NOTE 9 – STOCK BASED COMPENSATION The Company’s 2017 Equity Incentive Plan (the “Plan”) authorizes the granting of common stock options and other rewards, at the discretion of the Company’s Board of Directors, to certain employees. Under the Plan, the exercise price of each option approximates the fair value of the option on the grant date, and an option’s maximum term is ten years. Options are granted at various dates and typically vest over four years. The Plan has an aggregate of 7,195,584 shares of common stock authorized for issuance thereunder, subject to adjustments as provided therein. During the three months ended March 31, 2022 and 2021, compensation expense were recorded in connection with the Plan was $181,000 and $119,000, respectively and is included in administrative expense on the statements of operations. The following table summarizes information on stock options outstanding as of March 31, 2022: Options Outstanding Options Vested and Exercisable Fixed Options Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2022 6,802,437 $0.38 4,628,311 6.79 $0.24 Options granted — $ — Options exercised (34,791) $0.19 Options forfeited (18,334) $0.75 Options cancelled — $ — Outstanding Balance, March 31, 2022 6,749,312 $0.38 4,814,604 6.64 $0.25 The intrinsic value of the options exercised during the three months ended March 31, 2022 was $20,000, there was no such transaction for the three months ended March 31, 2021. As of During the three months ended March 31, 2022 and 2021, the Company used the Black-Scholes option-pricing model to value option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimations. The Company based its expected volatility based on the volatilities of certain publicly traded peer companies. The Company has adopted ASU 2018-07 which allows a simplified approach to accounting for share-based payments for the three months ended March 31, 2022 and 2021. Management believes that the historical volatility of the Company’s stock price does not best represent the expected volatility of the stock price. The Company is privately held and therefore lacks company-specific historical and implied volatility information. The Company intends to continue to consistently use the same group of publicly traded peer companies to determine volatility in the future until such a time that sufficient information regarding the volatility of the Company’s share price becomes available or that the selected companies are no longer suitable for this purpose. The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life. The expected term of options granted was determined based on the expected holding period at the time of the grant. GAAP also requires that the Company recognize compensation expense for only the portion of options that are expected to vest. Therefore, the Company has estimated expected forfeitures of stock options. In developing a forfeiture rate estimate, the Company considered its historical experience. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. As part of the Beaches Development Group LTD transaction, two of the sellers signed employment contracts with Beaches Development Group LTD, the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 at $0.75 per share and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2, as a result, the shares are treated as postcombination expense and are restricted. Approximately $8,900 and $10,700 is included in compensation expense for the three months ended March 31, 2022 and 2021, respectively with $17,800 remained unamortized at March 31, 2022. | NOTE 8 – STOCK BASED COMPENSATION The Company’s 2017 Equity Incentive Plan (the “Plan”) authorizes the granting of common stock options and other rewards, at the discretion of the Company’s Board of Directors, to certain employees. Under the Plan, the exercise price of each option approximates the fair value of the option on the grant date, and an option’s maximum term is ten years. Options are granted at various dates and typically vest over four years. The Plan has an aggregate of 7,195,584 shares of common stock authorized for issuance thereunder, subject to adjustments as provided therein. During the twelve months ended December 31, 2021 and 2020, compensation expense were recorded in connection with the Plan was $595,000 and $179,000, respectively and is included in administrative expense on the statements of operations. The following table summarizes information on stock options outstanding as of December 31, 2021 and 2020: Options Outstanding Options Vested and Exercisable Fixed Options Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2020 4,597,500 $0.19 2,970,724 8.48 $0.17 Options granted 1,575,000 $0.68 Options exercised (33,436) $0.37 Options forfeited (56,668) $0.33 Options cancelled (41,353) $0.39 Outstanding Balance, December 31, 2020 6,041,043 $0.31 3,838,429 7.62 $0.19 Options granted 1,173,500 $ 0.75 Options exercised (159,477) $0.24 Options forfeited (237,528) $0.66 Options cancelled (15,101) $0.54 Outstanding Balance, December 31, 2021 6,802,437 $0.38 4,628,311 6.79 $ 0.24 The intrinsic value of the options exercised during the twelve months ended December 31, 2021 and 2020 was $81,000 and $13,000, respectively. The following table summarizes the aggregate intrinsic value as of December 31, 2021 and 2020: Options Outstanding Options Vested and Exercisable (In thousands except share data) (In thousands except share data) Fixed Options Number of Options Aggregate Intrinsic Value Number of Options Aggregate Intrinsic Value January 1, 2020 4,597,500 $ 1,162 2,970,724 $ 812 December 31, 2020 6,041,043 $ 2,649 3,838,429 $ 2,146 December 31, 2021 6,802,437 $24,761 4,628,311 $18,652 As of December 31, 2021 and 2020, there is approximately $394,000 and $462,000, respectively, of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Plan. This remaining cost is to be recognized over the period through 2024. During the years ended December 31, 2021 and 2020, the Company used the Black-Scholes option-pricing model to value option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimations. The Company based its expected volatility based on the volatilities of certain publicly traded peer companies. The Company has adopted ASU 2018-07 which allows a simplified approach to accounting for share-based payments for the years ended December 31, 2021 and 2020. Management believes that the historical volatility of the Company’s stock price does not best represent the expected volatility of the stock price. The Company is privately held and therefore lacks company-specific historical and implied volatility information. The Company intends to continue to consistently use the same group of publicly traded peer companies to determine volatility in the future until such a time that sufficient information regarding the volatility of the Company’s share price becomes available or that the selected companies are no longer suitable for this purpose. The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life. The expected term of options granted was determined based on the expected holding period at the time of the grant. GAAP also requires that the Company recognize compensation expense for only the portion of options that are expected to vest. Therefore, the Company has estimated expected forfeitures of stock options. In developing a forfeiture rate estimate, the Company considered its historical experience. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. The following table provides the weighted average assumptions used in determining the fair value of the stock-based awards for the twelve months ended December 31, 2021 and 2020: 2021 2020 Risk-free rate 1.07% 0.79% Expected life (years) 6.06 5.76 Expected volatility 52.72% 52.53% Expected dividend yield — % — % As part of the Beaches Development Group LTD transaction, two of the sellers signed employment contracts with Beaches Development Group LTD, the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 at $0.75 per share and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2, as a result, the shares are treated as postcombination expense and are restricted. Approximately $64,000 is included in compensation expense for the period with $21,000 remained unamortized at December 31, 2021. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Leases Agreements The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $2,900 to $11,000 and expire on various dates through November 2024. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases. Rent expense included in general and administrative expenses was approximately $188,000 and $145,000 for the three months ended March 31, 2022 and 2021, respectively. Litigation The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. In the opinion of management, after consulting legal counsel, the Company has meritorious defenses to all pending litigation and proceedings. There are no such provisions on March 31, 2022 and 2021, respectively. | NOTE 9 – COMMITMENTS AND CONTINGENCIES Leases Agreements The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $2,900 to $11,000 and expire on various dates through November 2024. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases. Rent expense included in general and administrative expenses was approximately $629,000 and $389,000 for the year ended December 31, 2021 and 2020, respectively. Future minimum payments under operating leases for each of the three succeeding years subsequent to December 31, 2021 are as follows (in thousands): December 31 Amount 2022 $ 471 2023 363 2024 264 $ 1,098 Litigation The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. In the opinion of management, after consulting legal counsel, the Company has meritorious defenses to all pending litigation and proceedings. There are no such provisions on December 31, 2021 and 2020, respectively. |
STOCKHOLDERS' EQUITY (Q1)
STOCKHOLDERS' EQUITY (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Preferred Stock Series B, A and Seed preferred stock do not have a dividend preference and any dividends declared shall be distributed among all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held if all shares of preferred stock were converted to common stock. Series B, A and Seed preferred stockholders (“Preferred Stockholders”) have the right to vote on certain corporate matters on an as converted basis with the holders of common stock as a single class. The Preferred Stockholders can convert all or any portion of such shares into an aggregate number of shares of common stock, as defined in the agreement and is automatically converted into common stock at the earlier of a $50.0 million initial public offering or vote of 63% of majority of preferred stockholders. The conversation rate of all preferred stock is at a one to one ratio to common stock. No dividends have been declared on the preferred stock as of March 31, 2022. Preferred stockholders have a preference in the event of liquidation in the following sequence, Series B then Series A and then Seed, with preferences being $11.5 million, $5.0 million and $2.4 million, respectively. During the three months ended March 31, 2022, the company issued $7.0 million in aggregate principal of Convertible Notes. If the SPAC Merger has not occurred on or prior to the Maturity Date, then, subject to Section 3 (c) of the Convertible Notes agreement, the outstanding principal balance and any unpaid accrued interest of the Convertible Notes shall automatically convert, without any further action by the Holder, into a number of fully paid and non-assessable shares of Series B Preferred Stock of the Company at $2.508067 per share, with such shares of Series B Preferred Stock to be issued pursuant to the Company’s Amended and Restated Certificate of Incorporation and otherwise on the same terms and conditions as given to the investors in the Series B Stock Purchase Agreement dated as of August 7, 2020, as amended. See Note 5, “15% Convertible Promissory Notes.” Subsequent Events With the completion of the business combination, the Series A, B and Seed preferred stock were converted to common stock. The conversation rate of all preferred stock is at a one to one ratio to common stock resulting in common stocks of 5,088,944, 4,584,202 and 6,911,715, respectively, See Note 16. “Subsequent Events”. Business Combination During the three months ended March 31, 2021, the Company issued 180,972 shares of its Company’s common stock at $0.75 per shares totaling $136,000, to satisfy the purchase of Beaches Development Group LTD. Two of the sellers signed employment contracts with Beaches Development Group LTD, the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2, as a result, the shares are treated as postcombination expense and are restricted. Approximately $17,800 remained unamortized at March 31, 2022. Shares of Common Stock under Equity Incentive Plan The Company has reserved an aggregate of 7,195,584 shares of common stock under its Equity Incentive Plan, pursuant to which, as of March 31, 2022, 7,047,016 shares of stock options had been granted to employees, with 4,814,604 fully vested and outstanding, 227,704 shares of stock options has been exercised to date, 1,934,708 shares of stock options are subject to vesting. There were 148,568 shares of stock options remaining for future issuance under the Equity Incentive Plan as of March 31, 2022. During the three months ended March 31, 2022 and 2021, 34,791 and 159,477 in stock options were exercised with total proceed of approximately $6,000 and $38,000, respectively. | NOTE 10 – STOCKHOLDERS’ EQUITY Preferred Stock Series B, A and Seed preferred stock do not have a dividend preference and any dividends declared shall be distributed among all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held if all shares of preferred stock were converted to common stock. Series B, A and Seed preferred stockholders (“Preferred Stockholders”) have the right to vote on certain corporate matters on an as converted basis with the holders of common stock as a single class. The Preferred Stockholders can convert all or any portion of such shares into an aggregate number of shares of common stock, as defined in the agreement and is automatically converted into common stock at the earlier of a $50.0 million initial public offering or vote of 63% of the outstanding shares of Preferred Stock (voting as a single class on as as-converted basis). The conversation rate of all preferred stock is at a one to one ratio to common stock. No dividends have been declared on the preferred stock as of December 31, 2021. Preferred stockholders have a preference in the event of liquidation in the following sequence, Series B then Series A and then Seed, with preferences being $11.5 million, $5.0 million and $2.4 million, respectively. In August 2020, the Company entered into a Series B Preferred Stock Purchase Agreement (“Series B Agreement”) with various investors. The Series B Agreement provides for the sale and issuance of 4,584,202 shares of Series B preferred stock at a purchase price of $2.51 per share, for a total of $11.5 million. Common Stock During the year ended December 31, 2021, the Company issued 180,972 shares of its Company’s common stock at $0.75 per shares totaling $136,000, to satisfy the purchase of Beaches Development Group LTD. Two of the sellers signed employment contracts with Beaches Development Group LTD, the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2, as a result, the shares are treated as postcombination expense and are restricted. Approximately $21,000 remained unamortized at December 31, 2021.During the year ended December 31, 2020, the Company repurchased Common shares of 1,446,986 at a price of $2.59 per shares totaling $3.3 million, the shares were then cancelled. There are no treasury shares held as of December 31, 2021 and 2020, respectively. Shares of Common Stock under Equity Incentive Plan The Company has reserved an aggregate of 7,195,584 shares of common stock under its Equity Incentive Plan, pursuant to which, as of December 31, 2021, 7,065,350 stock options had been granted to employees, with 4,628,311 fully vested and outstanding, 192,913 stock options has been exercised to date, 2,174,126 stock options are subject to vesting. There were 130,234 stock options remaining for future issuance under the Equity Incentive Plan as of December 31, 2021.During the years ended December 31, 2021 and 2020, approximately 159,477 and 33,436 in stock options were exercised with total proceed of approximately $38,000 and $12,000, respectively. |
NET LOSS PER SHARE (Q1)
NET LOSS PER SHARE (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
NET LOSS PER SHARE [Abstract] | ||
NET LOSS PER SHARE | NOTE 12 – NET LOSS PER SHARE As of March 31, 2022 and 2021, there were 13,576,115 and 13,381,347 of common stock issued and outstanding, respectively. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options and common stock issuable pursuant to Series B, A and Seed preferred stock possible conversion. Basic and diluted net loss per share was the same for each period presented, given that there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table reconciles actual basic and diluted earnings per share for the three months ended March 31, 2022 and 2021. March 31 2022 2021 Loss per share: Numerator: Net loss $ (2,866) $ (1,118) Denominator Weighted-average common shares outstanding - basic and diluted 13,571,872 13,319,512 Basic and diluted loss per common share $ (0.21) $ (0.08) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: March 31 2022 2021 Shares subject to Series A Preferred Stock Conversion 5,088,944 5,088,944 Shares subject to Series B Preferred Stock Conversion 4,584,202 4,584,202 Shares subject to Seed Preferred Stock Conversion 6,911,715 6,911,715 Shares subject to 15% Convertible Promissory Notes Conversion 708,918 — Shares vested and subject to exercise of stock options 4,814,604 4,020,032 Shares unvested and subject to exercise of stock options 1,934,708 2,099,238 | NOTE 11 - NET LOSS PER SHARE As of December 31, 2021 and 2020, there were 13,541,324 and 13,200,875 of common stock issued and outstanding, respectively. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options and common stock issuable pursuant to Series B, A and Seed preferred stock possible conversion. Basic and diluted net loss per share was the same for each period presented, given that there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table reconciles actual basic and diluted earnings per share for the year ended December 31, 2021 and 2020. December 31 2021 2020 Loss per share: Numerator: Net loss $ ( 5,750 $ ( 1,598 Denominator Weighted-average common shares outstanding - basic and diluted 13,385,267 14,047,342 ________ ________ Basic and diluted loss per common share $ ( 0.43 $ ( 0.11 The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: December 31 2021 2020 Shares subject to Series A Preferred Stock Conversion 5,088,944 5,088,944 Shares subject to Series B Preferred Stock Conversion 4,584,202 4,584,202 Shares subject to Seed Preferred Stock Conversion 6,911,715 6,911,715 Shares vested and subject to exercise of stock options 4,628,311 3,838,429 Shares unvested and subject to exercise of stock options 2,174,126 2,202,614 |
BENEFIT PLAN (Q1)
BENEFIT PLAN (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BENEFIT PLAN [Abstract] | ||
BENEFIT PLAN | NOTE 13 – BENEFIT PLAN The Company maintains a safe harbor 401(k) retirement plan for the benefit of its employees. The plan allows participants to make contributions subject to certain limitations. Company matching contributions were $68,400 and $52,300 for the three months ended March 31, 2022 and 2021, respectively. | NOTE 12 – BENEFIT PLAN The Company maintains a safe harbor 401(k) retirement plan for the benefit of its employees. The plan allows participants to make contributions subject to certain limitations. Company matching contributions were $239,000 and $154,000 for the twelve months ended December 31, 2021 and 2020, respectively. |
INCOME TAXES (Q1)
INCOME TAXES (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES [Abstract] | ||
INCOME TAXES | NOTE 14 – INCOME TAXES The Company’s income tax rate computed at the statutory federal rate of 21% differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance as of March 31, 2022 and December 31, 2021, respectively. The deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities as of at March 31, 2022 and December 31, 2021 are as follows (in thousands): March 31 2022 December 31 2021 Deferred tax assets: Accrued expenses and other liabilities $ 76 $ 76 Property and equipment, net — — Net operating loss 4,115 3,402 Stock based compensation 147 132 Total gross deferred tax assets 4,338 3,610 Less: valuation allowance (4,050) (3,385) Total deferred tax assets 288 225 Deferred tax liabilities: Prepaid expenses and other assets (214) (191.00) Property and equipment, net (74) (34.00) Total deferred tax liabilities (288) (225) Net deferred income tax asset (liability) $ — $ — The Company has incurred significant losses in recent periods. As a result, we maintained valuation allowances against our domestic and foreign deferred tax assets as of March 31, 2022 and December 31, 2021, to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions. At March 31, 2022, the Company has federal net operating loss available to carryforward of approximately $14.5 million which will be carried forward indefinitely. The Company has state net and foreign operating loss available to carryforward of approximately $15.9 million and $1.2 million, respectively, which begin expiring in 2030 2037 The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of March 31, 2022 and December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Company accrues interest and penalties arising on the underpayment of taxes if the full benefit of a tax position is not recognized in the financial statements. In accordance with ASC 740, Accounting for Income Taxes Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, including federal and certain state taxing authorities. As of and for the three months ended March 31, 2022 and the year ended December 31, 2021, the Company did not have a liability for any unrecognized taxes. The Company has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will significantly change in the next twelve months. The Company’s 2018 through 2021 | NOTE 13 – INCOME TAXES The provision (benefit) for income taxes consist of the following, (in thousands): December 31 2021 2020 Provision (benefit) for income taxes Current Federal $— $— State 1 — International 1 — $ 2 $— U.S. and foreign components of loss from operations before income taxes were as follows (in thousands): December 31 2021 2020 Loss from operations U.S. (4,980) (1,598) Foreign (768) — $(5,748) $(1,598) The Company’s actual provision (benefit) for income taxes from operations differ from the federal expected income tax provision as follows (in thousands): December 31, 2021 December 31, 2020 Amount Rate Amount Rate U.S. federal income tax provision (benefit) at statutory rate $(1,207) 21% $(336) 21% Increase (decrease) in taxes resulting from: State income tax expense 1 —% — —% Foreign income and losses taxed at different rates (51) 1% — —% Change in valuation allowance 1,620 (28)% 401 (25)% Paycheck protection program forgiveness (165) 3% — —% Non-deductible or non-taxable items (194) 3% (65) 4% Effect of income tax rate changes on deferred items (2) —% — —% Provision (benefit) for income taxes $ 2 —% $ — —% Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance as of December 31, 2021 and 2020, respectively. The deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities for the year ended December 31, 2021 and 2020 are as follows (in thousands): December 31 2021 2020 Deferred tax assets: Accrued expenses and other liabilities 76 42 Property and equipment, net — 112 Net operating loss 3,402 1,464 Stock-based compensation 132 147 Total gross deferred tax assets 3,610 1,765 Less: valuation allowance (3,385) (1,765) Total deferred tax assets 225 — Deferred tax liabilities: Prepaid expenses and other assets (191) — Property and equipment, net (34) — Total deferred tax liabilities (225) — Net deferred income tax asset (liability) — — The Company has incurred significant losses in recent periods. As a result, we maintained valuation allowances against our domestic and foreign deferred tax assets as of December 31, 2021 and 2020, to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions. At December 31, 2021, the Company has federal net operating loss available to carryforward of approximately $12.1 million which will be carried forward indefinitely. The Company has state net and foreign operating loss available to carryforward of approximately $13.5 million and $930,000, respectively, which begin expiring in 2030 2037 The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2021 and 2020, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Company accrues interest and penalties arising on the underpayment of taxes if the full benefit of a tax position is not recognized in the financial statements. In accordance with ASC 740, Accounting for Income Taxes, interest and penalties are recorded as income tax expense. There have been no penalties or interest paid or incurred during the twelve months ended December 31, 2021 and 2020, respectively. Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, including federal and certain state taxing authorities. As of and for the twelve months ended December 31, 2021 and 2020, the Company did not have a liability for any unrecognized taxes. The Company has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will significantly change in the next twelve months. The Company’s 2018 through 2020 |
RELATED PARTY TRANSACTIONS (Q1)
RELATED PARTY TRANSACTIONS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related to a major stockholder of approximately $58,000 and $100,000 for the three months ended March 31, 2022 and 2021, respectively. Amounts due to this related party were $33,000 and $5,000 as of March 31, 2022 and December 31, 2021, respectively. | NOTE 14 – RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related to a major stockholder of approximately $408,000 and $512,000 for the twelve months ended December 31, 2021 and 2020, respectively. Amounts due to this related party were $5,000 and $56,000 as of December 31, 2021 and 2020, respectively. There was an amount due from a major stockholder of $77,000 at December 31, 2020, relating to reimbursement of non-business expenses, there was no such amount at December 31, 2021. |
SUBSEQUENT EVENTS (Q1)
SUBSEQUENT EVENTS (Q1) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Amended and Restated Merger Agreement On April 15, 2022, the merger agreement was amended and restated which reduces the total enterprise value of the Company to $275 million and equity value of $215 million, representing an 8% reduction in valuation from the initial agreement. In addition, a bonus pool of up to 1,000,000 shares of TCAC common stock will be allocated pro-rata to non-redeeming public stockholders up to a maximum of one bonus share for each share held, effectively reducing their cost base. Convertible Notes SpringBig and TCAC also announced an agreement for the issuance of senior secured convertible notes with a 24-month maturity (the “Notes”), up to $16.0 million principal amount of which have been subscribed to by a global institutional investor. An initial tranche of $11.0 million will close in connection with the closing of the merger agreement. The second tranche of $5.0 million, subject to certain conditions in the agreement, will close 60 days after the resale registration statement is declared effective by the SEC. Equity Financing Facility In addition, TCAC entered into a committed equity financing facility (the “CEF Facility”) with an affiliate of Cantor Fitzgerald L.P. (“Cantor”). Under the terms of the CEF Facility, Cantor has committed to purchase, after the closing of the proposed merger with the Company, up to an aggregate of $50.0 million of TCAC’s common shares. Registration Statement On May 18, 2022, TCAC announced that the registration statement related to the business combination was made effective by the U.S. Securities and Exchange Commission. Approval of Business Combination On June 9, 2022, in a special meeting, the shareholders of TCAC voted to approve the business combination with completion on June 14, 2022, this resulted in the conversion of the Convertible Notes into 730,493 of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $304,900. Completion of Business Combination On June 14, 2022, the business combination was completed. In connection with the closing of the Business Combination, TCAC has changed its name to SpringBig Holdings, Inc. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commence trading on The Nasdaq Global Market. The Company received net proceeds of $12.0 million, with gross proceeds of $24.9 million, this is in addition to the $7.0 million Convertible Notes which was issued in February 2022 and is now converted into common stock, see Note 5, “Convertible Notes”. Of the amount received, approximately $8.8 million represents unredeemed shares from the TCAC trust; $6.1 million from PIPE proceeds and $10.0 million from Senior Secured Original Issue Discount Convertible Promissory Note. Convertible Notes On June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Promissory Note due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum. Common Stock Purchase Agreement On June 14, 2022, TCAC entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with an affiliate of Cantor Fitzgerald L.P. (“Cantor”). The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Cantor, and the Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share. Preferred Stock With the completion of the business combination, the Series A, B and Seed preferred stock were converted to common stock. The conversation rate of all preferred stock is at a one to one ratio to common stock resulting in common stocks of 5,088,944, 4,584,202 and 6,911,715, respectively. | NOTE 15 – SUBSEQUENT EVENTS Management has considered subsequent events through March 17, 2022, the date this report was available to be issued. On February 25, 2022 the Company entered into Convertible Notes with two existing shareholders (“the Note Holders”) in aggregate for a principal sum of $7.0 million. On the closing of the proposed business combination of the Company and TCAC as contemplated in the definitive agreement executed on November 8, 2021, the outstanding principal balance of the Convertible Notes become due and payable and will be satisfied by the issuance to the Note Holders of common shares of the surviving company issuable under an agreement entered into between each of the Note holders and TCAC on November 8, 2021. In the event the proposed business combination does not close by September 30, 2022 the outstanding principal will be converted into Series B Preferred Stock of the Company. |
DESCRIPTION OF BUSINESS (FY)
DESCRIPTION OF BUSINESS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
DESCRIPTION OF BUSINESS [Abstract] | ||
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS SpringBig, Inc., and its wholly-owned subsidiaries (the “Company” or “we” or “us” or “SpringBig”) developed an application that provides marketing and customer engagement services to cannabis dispensaries and brands throughout the United States and Canada. The Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarter is in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company was incorporated in the state of Delaware in May 2017. Business Combination On November 9, 2021, the Company and Tuatara Capital Acquisition Corp. (“TCAC”) jointly announced that they have entered into a definitive agreement for a business combination that would result in SpringBig becoming a publicly listed company. Upon closing of the transaction, the combined company is expected to remain listed on the Nasdaq Stock Market under the symbol “SBIG”. Merger Consideration In accordance with the terms and subject to the conditions of the Merger Agreement, based on an implied equity value of $245 million and enterprise value of $300 million, (i) each share of SpringBig common stock (other than dissenting shares) will be canceled and converted into the right to receive the applicable portion of the merger consideration comprised of New SpringBig Common Stock, as determined in the Merger Agreement (the “Share Conversion Ratio”) and (ii) vested and unvested options of SpringBig outstanding and unexercised immediately prior to the effective date of the Merger will convert into comparable options that are exercisable for shares of New SpringBig Common Stock, with a value determined in accordance with the Share Conversion Ratio. Subsequent Events Amended and Restated Merger Agreement On April 15, 2022, the merger agreement was amended and restated which reduces the total enterprise value of the Company to $275 million and equity value of $215 million, representing an 8% reduction in valuation from the initial agreement. In addition, a bonus pool of up to 1,000,000 shares of TCAC common stock will be allocated pro-rata to non-redeeming public stockholders up to a maximum of one bonus share for each share held, effectively reducing their cost base. Convertible Notes Springbig and TCAC also announced an agreement for the issuance of senior secured convertible notes with a 24-month maturity (the “Notes”), up to $16.0 million principal amount of which have been subscribed to by a global institutional investor. An initial tranche of $11.0 million will close in connection with the closing of the merger. The second tranche of $5.0 million, subject to certain conditions in the agreement, will close 60 days after the resale registration statement is declared effective by the SEC. Equity Financing Facility In addition, TCAC entered into a committed equity financing facility (the “CEF Facility”) with an affiliate of Cantor Fitzgerald L.P. (“Cantor”). Under the terms of the CEF Facility, Cantor has committed to purchase, after the closing of the proposed merger with the Company, up to an aggregate of $50 million of TCAC’s common shares from time to time at TCAC’s request. Registration Statement On May 18, 2022, TCAC announced that the registration statement related to the business combination was made effective by the U.S. Securities and Exchange Commission. Approval of Business Combination On June 9, 2022, in a special meeting, the shareholders of TCAC voted to approve the business combination with completion on June 14, 2022, this resulted in the conversion of the Convertible Notes into 730,493 of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $304,900. Completion of Business Combination On June 14, 2022, the business combination was completed. In connection with the closing of the Business Combination, TCAC has changed its name to SpringBig Holdings, Inc. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commence trading on The Nasdaq Global Market. The Company received net proceeds of $12.0 million, with gross proceed of $24.9 million, this is in addition to the $7.0 million Convertible Notes which was issued in February 2022 and is now converted into common stock, see Note 5, “Convertible Notes”. Of the amount received, approximately $8.8 million represents unredeemed shares from the TCAC trust; $6.1 million from PIPE proceeds and $10.0 million from Senior Secured Original Issue Discount Convertible Promissory Note. Convertible Notes On June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Promissory Note due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum. Common Stock Purchase Agreement On June 14, 2022, TCAC entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement) with an affiliate of Cantor Fitzgerald L.P. (“Cantor”). The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Cantor, and the Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share. Preferred Stock With the completion of the business combination, the Series A, B and Seed preferred stock were converted to common stock. The conversation rate of all preferred stock is at a one to one ratio to common stock resulting in common stocks of 5,088,944, 4,584,202 and 6,911,715, respectively. | NOTE 1 – DESCRIPTION OF BUSINESS SpringBig, Inc., and its wholly-owned subsidiaries (the “Company” or “we” or “us” or “SpringBig”) developed an application that provides marketing and customer engagement services to cannabis dispensaries and brands throughout the United States and Canada. The Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. Our operational headquarter is in Boca Raton, Florida, with additional offices located in the United States and Canada. The Company was incorporated in the state of Delaware in May 2017. In January 2021, the Company formed Medici Canada LLC, a wholly owned subsidiary of the Company, to acquire all of the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. See Note 6, “Business Combination.” On November 9, 2021, the Company and Tuatara Capital Acquisition Corp. (“TCAC”) jointly announced that they have entered into a definitive agreement for a business combination that would result in SpringBig becoming a publicly listed company. Upon closing of the transaction, the combined company is expected to remain listed on the Nasdaq Stock Market under the symbol “SBIG”. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all its wholly owned subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These interim financial statements should be read in conjunction with the financial statements and notes thereto included in SpringBig’s audited financial statements for the year ended December 31, 2021. Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $16.1 million as of March 31, 2022. Cash flows used in operating activities were $2.4 million and $1.2 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had approximately $8.3 million in working capital, inclusive of $6.8 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers and strategic capital raises such as its SPAC merger. The ultimate success to these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum, from the date these financial statements were issued. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency of the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. During the three months ended March 31, 2022 and 2021, we had one customer representing 10% and 0% concentration of revenue within the United States, respectively. At March 31, 2022 and December 31, 2021 we had one customer representing 9% and 28% of accounts receivable within the United States, respectively. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with one commercial bank. As of March 31, 2022 and 2021, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $6.4 million and $1.9 million as of March 31, 2022 and December 31, 2021, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained, because the asset relates to the services transferred to the customer during the contract term of one year and the Company anticipates that the contract will be renewed for two subsequent one-year periods. Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which is generally three years. Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss for the three months ended March 31, 2022 or 2021. Business Combination Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of three years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. We report revenue net of sales and other taxes collected from customers to be remitted to government authorities. For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the license to the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer – The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers – the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for a ceiling credit plus, if any, optional purchases for additional credits, plus one twelfth Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of credits to be utilized over the course of six Set up fees – the company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction – Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six Allocating the Transaction Price – The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services nor does the Company adjust revenue downward. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients – The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising expense totaled $40,800 and $10,000 for the three months ended March 31, 2022 and 2021, respectively. Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. Stock-Based Compensation ASC 718, Compensation – Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes . The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of March 31, 2022 and December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. Leases The Company expenses the total cost associated with real estate leases on a straight-line basis over the life of the lease commitment. The amount accrued relating to future contractual increases is immaterial. Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities Lessors—Certain Leases with Variable Lease Payments In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all its wholly owned subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $13.2 million as of December 31, 2021. Cash flows used in operating activities were $7.9 million and $1.0 million for the twelve months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had approximately $3.9 million in working capital, inclusive of $2.2 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase revenue through increased usage by customers and new customers and strategic capital raises such as its pending SPAC merger. The ultimate success to these plans are not guaranteed. On February 25, 2022 the Company entered into Convertible Notes with two existing shareholders in aggregate for a principal sum of $7.0 million. Based on management projections for increase in revenue and cash received from the Convertible Notes, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum, from the date of this audit opinion. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. At December 31, 2021, we had one customer representing an 11% concentration of revenue and 28% of accounts receivable within the United States. There was no such concentration at December 31, 2020. Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with one commercial bank. As of December 31, 2021 and 2020, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $1.9 million and $10.0 million as of December 31, 2021 and 2020, respectively. Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. Property and E quipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases . Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained, because the asset relates to the services transferred to the customer during the contract term of one year and the Company anticipates that the contract will be renewed for two subsequent one-year periods. Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss in 2021 or 2020. Business Combination Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of three years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. Revenue Recognition On January 1, 2019, the Company adopted, using the full retrospective method, the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the right to access the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer - The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers - the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for a ceiling credit plus, if any, optional purchases for additional credits, plus one twelfth Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of credits to be utilized over the course of six Set up fees – the company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction - Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six Allocating the Transaction Price - The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services nor does the Company adjust revenue downward. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients - The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising expense totaled $96,000 and $22,000 for the years ended December 31, 2021 and 2020, respectively. Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. Stock-Based Compensation ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrant. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share. Under the provisions of ASC 260, basic net income per share is computed by dividing the net income available to common shareholders by the weighted average common shares outstanding during the period. Diluted net income per share adjusts basic net income per share for the effects of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted earnings per share information separately for each class of equity instruments that participate in any income distribution with primary equity instruments. Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2021 and 2020, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. Leases The Company expenses the total cost associated with real estate leases on a straight-line basis over the life of the lease commitment. The amount accrued relating to future contractual increases is immaterial. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities Lessors—Certain Leases with Variable Lease Payments In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Management is currently evaluating this standard. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 In June 2020, the FASB issued ASU 2020-06 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 also amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. Under ASU 2020-06, entities must apply the if-converted method to all convertible instruments because the treasury stock method will no longer be available. For public business entities that are not smaller reporting companies, the amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the guidance will be effective for the fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Management is currently evaluating this standard. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Management is currently evaluating this standard. Reclassification Certain reclassifications of the prior period amounts and presentation have been made to conform to the presentation for the current period, specifically presentation of current liabilities and operating expenses. There is no material impact on the presentation of the financial statements as presented. |
ACCOUNTS RECEIVABLE (FY)
ACCOUNTS RECEIVABLE (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE [Abstract] | ||
ACCOUNTS RECEIVABLE | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following as of: March 31, 2022 December 31 2021 Accounts receivable $2,093 $2,533 Unbilled receivables 849 809 2,942 3,342 Less allowance for doubtful accounts (297) (297) Accounts receivable, net $2,645 $3,045 Bad debt expense was $33,000 and $30,000 for the three months ended March 31, 2022 and 2021, respectively. | NOTE 3 – ACCOUNTS RECEIVABLE Accounts receivable, net consisted of the following as of: December 31, 2021 2020 Accounts receivable $2,533 $1,027 Unbilled receivables 809 264 3,342 1,291 Less allowance for doubtful accounts (297) (150) Accounts receivable, net $3,045 $1,141 Bad debt expense was $216,000 and $297,000 for the twelve months ended December 31, 2021 and 2020, respectively. |
PROPERTY AND EQUIPMENT (FY)
PROPERTY AND EQUIPMENT (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT [Abstract] | ||
PROPERTY AND EQUIPMENT | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of: March 31, 2022 December 31 2021 Computer equipment $ 268 $ 225 Data warehouse 286 256 Software 196 196 750 677 Less accumulated depreciation and amortization (255) (197) Property and Equipment $ 495 $ 480 The useful life of computer equipment, software and the data warehouse is 3 years. Depreciation and amortization expense for the three months ended March 31, 2022 and 2021 was $59,000 and $6,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. | NOTE 4 – PROPERTY AND EQUIPMENT Property and equipment consist of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Computer equipment $ 225 $ 83 Data warehouse 256 145 Software 196 — 677 228 Less accumulated depreciation and amortization (197) (23) Property and Equipment $ 480 $ 205 The useful life of computer equipment, software and the data warehouse is 3 years. Depreciation and amortization expense for the twelve months ended December 31, 2021 and 2020 was $173,000 and $19,000, respectively. The amounts are included in general and administrative expenses in the consolidated statements of operations. |
REVENUE RECOGNITION (FY)
REVENUE RECOGNITION (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE RECOGNITION [Abstract] | ||
REVENUE RECOGNITION | NOTE 6 – REVENUE RECOGNITION The following table represents our revenues disaggregated by type (in thousands): March 31 2022 2021 Revenue Brand revenue $ 189 $ 132 Retail revenue 6,175 5,077 Total Revenue $6,364 $5,209 Geographic Information Revenue by geographical region consist of the following (in thousands): March 31 2022 2021 Retail revenue United States $5,956 $5,077 Canada 219 — Brand revenue United States 189 132 $6,364 $5,209 Revenues by geography are generally based on the country of SpringBig contracting entity. Total United States revenue was approximately 97% and 100% of total revenue for the three months ended March 31, 2022 and 2021 respectively. As of March 31, 2022 and December 31, 2021, approximately 73% and 99% of our long-lived assets were attributable to operations in the United States. Contract Assets (Deferred Cost) Contract assets consisted of the following as of: March 31 2022 December 31 2021 Contract assets consisted of the following as of: Deferred sales commissions $303 $364 Contract liabilities consisted of the following as of: March 31 2022 December 31 2021 Contract liabilities consisted of the following as of: Deferred revenue retail $231 $231 Deferred set-up revenues 110 101 Deferred revenue brands 144 118 Contract liabilities $485 $450 The movement in the Contract liabilities during three months ended March 31, 2022 and the year ended December 31, 2021, comprised the following: March 31 2022 December 31 2021 The movement in the contract liabilities during each period comprised the following: Contract liabilities at start of the period $ 450 $ 560 Amounts invoiced during the period 6,115 13,512 Less revenue recognized during the period (6,080) (13,622) Contract liabilities at end of the period $ 485 $ 450 | NOTE 5 – REVENUE RECOGNITION The following table represents our revenues disaggregated by type (in thousands): December 31 2021 2020 Revenue Brand revenue $ 654 $ 241 Retail revenue 23,370 14,942 Total Revenue $24,024 $15,183 Geographic Information Revenue by geographical region consist of the following (in thousands): December 31 2021 2020 Retail revenue United States $23,180 $14,942 Canada 190 — Brand revenue United States 654 241 $24,024 $15,183 Revenues by geography are generally based on the country of SpringBig contracting entity. Total United States revenue was approximately 99% and 100% of total revenue for the year ended December 31, 2021 and 2020 respectively. During the year ended December 31, 2021 and 2020, approximately 99% and 100% of our long-lived assets were attributable to operations in the United States. Contract Assets (Deferred Cost) Contract assets consisted of the following as of: December 31 2021 2020 Deferred sales commissions $364 $266 Contract Liabilities (Deferred Revenue) Contract liabilities consisted of the following as of: December 31 2021 2020 Deferred revenue retail $231 $468 Deferred set-up revenues 101 92 Deferred brands 118 — Contract liabilities $450 $560 The movement in the contract liabilities during each year comprised the following: December 31 2021 2020 Contract liabilities at start of the year $ 560 $ 323 Amounts invoiced during the year 13,512 8,970 Less revenue recognized during the year (13,622) (8,733) Contract liabilities at end of the year $ 450 $ 560 |
BUSINESS COMBINATION (FY)
BUSINESS COMBINATION (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BUSINESS COMBINATION [Abstract] | ||
BUSINESS COMBINATION | NOTE 7 – BUSINESS COMBINATION In January 2021, the Company formed Medici Canada LLC, a wholly owned subsidiary of the Company, to acquire all the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 180,972 shares of the Company’s common stock, par value $0.001 per share, valuing $135,000, and $155,000 in cash. The purchase price allocation is as follows (in thousands): March 31, 2021 Fair value of shares $135 Less: Post combination cost - restricted stocks (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $205 Assets $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 Of the 180,972 shares, 67,064 shares with value of approximately $50,000 were issued to the sellers. Two of the sellers signed employment contracts with Beaches Development Group LTD; the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2. As a result, the shares are treated as post combination expense and are restricted. The Company incurred expense totaling $8,900 and $10,700 for three months ended March 31, 2022 and 2021, respectively, related to these restricted stocks which is included in general and administrative expense on the statement of operations. Approximately $23,000 of the cash price has been withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity shall be released to the seller’s representative thereafter. The indemnity holdback is included in other liabilities on the accompanying consolidated balance sheets. The indemnity holdback of $23,000 was paid subsequent to the period end. Medici assumed cash totaling $9,000, this was the only tangible asset assumed at purchase, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheets as of March 31, 2022 and December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software. Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $16,000 for the three months ended March 31, 2022, which is included in general and administrative expenses in the consolidated statement of operations for the three months ended March 31, 2022. The aggregate amortization expense for the remaining period is approximately $120,000. We incurred costs related to the acquisition of approximately, $11,000 during the three months ended March 31, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. | NOTE 6 – BUSINESS COMBINATION In January 2021, the Company formed Medici Canada LLC, a wholly owned subsidiary of the Company, to acquire all of the issued and outstanding capital stock of Beaches Development Group LTD, an Ontario corporation, pursuant to a stock purchase agreement. The fair value of the consideration paid in connection with this transaction was satisfied through the issuance of 180,972 shares of the Company’s common stock, par value $0.001 per share, valuing $135,000, and $155,000 in cash. The purchase price allocation is as follows (in thousands): December 31, 2021 Fair value of shares $135 Less: Post combination cost - restricted stocks (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration 205 Cash $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 Of the 180,972 shares, 67,064 shares with value of approximately $50,000 were issued to the sellers. Two of the sellers signed employment contracts with Beaches Development Group LTD; the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2. As a result, the shares are treated as post combination expense and are restricted. The Company incurred expense totaling $67,000 for twelve months ended December 31, 2021 related to these restricted stocks which is included in general and administrative expense on the statement of operations. Approximately $23,000 of the cash price has been withheld as an indemnity holdback to offset any losses payable by the Company for a period of 12 months, any remaining indemnity shall be released to the seller’s representative thereafter. The indemnity holdback is included in other liabilities on the accompanying consolidated balance sheets. Medici acquired cash totaling $9,000, no liabilities assumed. The purchase price was allocated to the cash assumed with the excess of $196,000 allocated to software intangible assets and is included under property and equipment in the Company’s balance sheet as of December 31, 2021. The Company adopted a cost to replace valuation approach in ascertaining the value of the software. Software intangible assets are being amortized over a three-year period. The Company incurred amortization expense of approximately $60,000 for the twelve months ended December 31, 2021, which is included in general and administrative expenses in the consolidated statement of operations for the twelve months ended December 31, 2021. The aggregate amortization expense for the next two years is approximately $136,000. We incurred costs related to the acquisition of approximately, $11,000 during the twelve months ended December 31, 2021. All acquisition related costs were expensed as incurred and have been recorded in general and administrative expenses in our consolidated statements of operations. |
PAYCHECK PROTECTION PROGRAM L_2
PAYCHECK PROTECTION PROGRAM LOAN (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
PAYCHECK PROTECTION PROGRAM LOAN [Abstract] | ||
PAYCHECK PROTECTION PROGRAM LOAN | NOTE 8 – PAYCHECK PROTECTION PROGRAM LOAN The Company received $781,000 from a Paycheck Protection Program (“PPP”) loan on May 1, 2020, through the Small Business Administration (“SBA”) that was made available under the CARES Act in response to the COVID-19 pandemic. On August 11, 2021 the Company received full forgiveness for the PPP loan. | NOTE 7 – PAYCHECK PROTECTION PROGRAM LOAN The Company received $781,000 from a Paycheck Protection Program (“PPP”) loan on May 1, 2020, through the Small Business Administration (“SBA”) that was made available under the CARES Act in response to the COVID-19 pandemic. On August 11, 2021 the Company received full forgiveness for the PPP loan. The income from forgiveness is included on the consolidated statements of operations for the year ended December 31, 2021. |
STOCK BASED COMPENSATION (FY)
STOCK BASED COMPENSATION (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCK BASED COMPENSATION [Abstract] | ||
STOCK BASED COMPENSATION | NOTE 9 – STOCK BASED COMPENSATION The Company’s 2017 Equity Incentive Plan (the “Plan”) authorizes the granting of common stock options and other rewards, at the discretion of the Company’s Board of Directors, to certain employees. Under the Plan, the exercise price of each option approximates the fair value of the option on the grant date, and an option’s maximum term is ten years. Options are granted at various dates and typically vest over four years. The Plan has an aggregate of 7,195,584 shares of common stock authorized for issuance thereunder, subject to adjustments as provided therein. During the three months ended March 31, 2022 and 2021, compensation expense were recorded in connection with the Plan was $181,000 and $119,000, respectively and is included in administrative expense on the statements of operations. The following table summarizes information on stock options outstanding as of March 31, 2022: Options Outstanding Options Vested and Exercisable Fixed Options Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2022 6,802,437 $0.38 4,628,311 6.79 $0.24 Options granted — $ — Options exercised (34,791) $0.19 Options forfeited (18,334) $0.75 Options cancelled — $ — Outstanding Balance, March 31, 2022 6,749,312 $0.38 4,814,604 6.64 $0.25 The intrinsic value of the options exercised during the three months ended March 31, 2022 was $20,000, there was no such transaction for the three months ended March 31, 2021. As of During the three months ended March 31, 2022 and 2021, the Company used the Black-Scholes option-pricing model to value option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimations. The Company based its expected volatility based on the volatilities of certain publicly traded peer companies. The Company has adopted ASU 2018-07 which allows a simplified approach to accounting for share-based payments for the three months ended March 31, 2022 and 2021. Management believes that the historical volatility of the Company’s stock price does not best represent the expected volatility of the stock price. The Company is privately held and therefore lacks company-specific historical and implied volatility information. The Company intends to continue to consistently use the same group of publicly traded peer companies to determine volatility in the future until such a time that sufficient information regarding the volatility of the Company’s share price becomes available or that the selected companies are no longer suitable for this purpose. The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life. The expected term of options granted was determined based on the expected holding period at the time of the grant. GAAP also requires that the Company recognize compensation expense for only the portion of options that are expected to vest. Therefore, the Company has estimated expected forfeitures of stock options. In developing a forfeiture rate estimate, the Company considered its historical experience. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. As part of the Beaches Development Group LTD transaction, two of the sellers signed employment contracts with Beaches Development Group LTD, the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 at $0.75 per share and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2, as a result, the shares are treated as postcombination expense and are restricted. Approximately $8,900 and $10,700 is included in compensation expense for the three months ended March 31, 2022 and 2021, respectively with $17,800 remained unamortized at March 31, 2022. | NOTE 8 – STOCK BASED COMPENSATION The Company’s 2017 Equity Incentive Plan (the “Plan”) authorizes the granting of common stock options and other rewards, at the discretion of the Company’s Board of Directors, to certain employees. Under the Plan, the exercise price of each option approximates the fair value of the option on the grant date, and an option’s maximum term is ten years. Options are granted at various dates and typically vest over four years. The Plan has an aggregate of 7,195,584 shares of common stock authorized for issuance thereunder, subject to adjustments as provided therein. During the twelve months ended December 31, 2021 and 2020, compensation expense were recorded in connection with the Plan was $595,000 and $179,000, respectively and is included in administrative expense on the statements of operations. The following table summarizes information on stock options outstanding as of December 31, 2021 and 2020: Options Outstanding Options Vested and Exercisable Fixed Options Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2020 4,597,500 $0.19 2,970,724 8.48 $0.17 Options granted 1,575,000 $0.68 Options exercised (33,436) $0.37 Options forfeited (56,668) $0.33 Options cancelled (41,353) $0.39 Outstanding Balance, December 31, 2020 6,041,043 $0.31 3,838,429 7.62 $0.19 Options granted 1,173,500 $ 0.75 Options exercised (159,477) $0.24 Options forfeited (237,528) $0.66 Options cancelled (15,101) $0.54 Outstanding Balance, December 31, 2021 6,802,437 $0.38 4,628,311 6.79 $ 0.24 The intrinsic value of the options exercised during the twelve months ended December 31, 2021 and 2020 was $81,000 and $13,000, respectively. The following table summarizes the aggregate intrinsic value as of December 31, 2021 and 2020: Options Outstanding Options Vested and Exercisable (In thousands except share data) (In thousands except share data) Fixed Options Number of Options Aggregate Intrinsic Value Number of Options Aggregate Intrinsic Value January 1, 2020 4,597,500 $ 1,162 2,970,724 $ 812 December 31, 2020 6,041,043 $ 2,649 3,838,429 $ 2,146 December 31, 2021 6,802,437 $24,761 4,628,311 $18,652 As of December 31, 2021 and 2020, there is approximately $394,000 and $462,000, respectively, of total unrecognized compensation expense related to unvested share-based compensation arrangements granted under the Plan. This remaining cost is to be recognized over the period through 2024. During the years ended December 31, 2021 and 2020, the Company used the Black-Scholes option-pricing model to value option grants and to determine the related compensation expense. The assumptions used in calculating the fair value of stock-based payment awards represent management’s best estimations. The Company based its expected volatility based on the volatilities of certain publicly traded peer companies. The Company has adopted ASU 2018-07 which allows a simplified approach to accounting for share-based payments for the years ended December 31, 2021 and 2020. Management believes that the historical volatility of the Company’s stock price does not best represent the expected volatility of the stock price. The Company is privately held and therefore lacks company-specific historical and implied volatility information. The Company intends to continue to consistently use the same group of publicly traded peer companies to determine volatility in the future until such a time that sufficient information regarding the volatility of the Company’s share price becomes available or that the selected companies are no longer suitable for this purpose. The risk-free interest rate used for each grant is equal to the U.S. Treasury yield curve in effect at the time of grant for instruments with a similar expected life. The expected term of options granted was determined based on the expected holding period at the time of the grant. GAAP also requires that the Company recognize compensation expense for only the portion of options that are expected to vest. Therefore, the Company has estimated expected forfeitures of stock options. In developing a forfeiture rate estimate, the Company considered its historical experience. If the actual number of forfeitures differs from those estimated by management, additional adjustments to compensation expense may be required in future periods. The following table provides the weighted average assumptions used in determining the fair value of the stock-based awards for the twelve months ended December 31, 2021 and 2020: 2021 2020 Risk-free rate 1.07% 0.79% Expected life (years) 6.06 5.76 Expected volatility 52.72% 52.53% Expected dividend yield — % — % As part of the Beaches Development Group LTD transaction, two of the sellers signed employment contracts with Beaches Development Group LTD, the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 at $0.75 per share and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2, as a result, the shares are treated as postcombination expense and are restricted. Approximately $64,000 is included in compensation expense for the period with $21,000 remained unamortized at December 31, 2021. |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | ||
COMMITMENTS AND CONTINGENCIES | NOTE 10 – COMMITMENTS AND CONTINGENCIES Leases Agreements The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $2,900 to $11,000 and expire on various dates through November 2024. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases. Rent expense included in general and administrative expenses was approximately $188,000 and $145,000 for the three months ended March 31, 2022 and 2021, respectively. Litigation The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. In the opinion of management, after consulting legal counsel, the Company has meritorious defenses to all pending litigation and proceedings. There are no such provisions on March 31, 2022 and 2021, respectively. | NOTE 9 – COMMITMENTS AND CONTINGENCIES Leases Agreements The Company leases office facilities in Boca Raton, Florida, Seattle, Washington and Ontario, Canada under non-cancelable operating lease agreements. The leases require monthly payments ranging from $2,900 to $11,000 and expire on various dates through November 2024. In addition to minimum rent, the Company is required to pay a proportionate share of operating expenses under these leases. Rent expense included in general and administrative expenses was approximately $629,000 and $389,000 for the year ended December 31, 2021 and 2020, respectively. Future minimum payments under operating leases for each of the three succeeding years subsequent to December 31, 2021 are as follows (in thousands): December 31 Amount 2022 $ 471 2023 363 2024 264 $ 1,098 Litigation The Company is from time to time involved in litigation incidental to the conduct of its business. In accordance with applicable accounting guidance, the Company records a provision for a liability when it is both probable that a liability has been incurred and the amount can be reasonably estimated. In the opinion of management, after consulting legal counsel, the Company has meritorious defenses to all pending litigation and proceedings. There are no such provisions on December 31, 2021 and 2020, respectively. |
STOCKHOLDERS' EQUITY (FY)
STOCKHOLDERS' EQUITY (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCKHOLDERS' EQUITY [Abstract] | ||
STOCKHOLDERS' EQUITY | NOTE 11 – STOCKHOLDERS’ EQUITY Preferred Stock Series B, A and Seed preferred stock do not have a dividend preference and any dividends declared shall be distributed among all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held if all shares of preferred stock were converted to common stock. Series B, A and Seed preferred stockholders (“Preferred Stockholders”) have the right to vote on certain corporate matters on an as converted basis with the holders of common stock as a single class. The Preferred Stockholders can convert all or any portion of such shares into an aggregate number of shares of common stock, as defined in the agreement and is automatically converted into common stock at the earlier of a $50.0 million initial public offering or vote of 63% of majority of preferred stockholders. The conversation rate of all preferred stock is at a one to one ratio to common stock. No dividends have been declared on the preferred stock as of March 31, 2022. Preferred stockholders have a preference in the event of liquidation in the following sequence, Series B then Series A and then Seed, with preferences being $11.5 million, $5.0 million and $2.4 million, respectively. During the three months ended March 31, 2022, the company issued $7.0 million in aggregate principal of Convertible Notes. If the SPAC Merger has not occurred on or prior to the Maturity Date, then, subject to Section 3 (c) of the Convertible Notes agreement, the outstanding principal balance and any unpaid accrued interest of the Convertible Notes shall automatically convert, without any further action by the Holder, into a number of fully paid and non-assessable shares of Series B Preferred Stock of the Company at $2.508067 per share, with such shares of Series B Preferred Stock to be issued pursuant to the Company’s Amended and Restated Certificate of Incorporation and otherwise on the same terms and conditions as given to the investors in the Series B Stock Purchase Agreement dated as of August 7, 2020, as amended. See Note 5, “15% Convertible Promissory Notes.” Subsequent Events With the completion of the business combination, the Series A, B and Seed preferred stock were converted to common stock. The conversation rate of all preferred stock is at a one to one ratio to common stock resulting in common stocks of 5,088,944, 4,584,202 and 6,911,715, respectively, See Note 16. “Subsequent Events”. Business Combination During the three months ended March 31, 2021, the Company issued 180,972 shares of its Company’s common stock at $0.75 per shares totaling $136,000, to satisfy the purchase of Beaches Development Group LTD. Two of the sellers signed employment contracts with Beaches Development Group LTD, the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2, as a result, the shares are treated as postcombination expense and are restricted. Approximately $17,800 remained unamortized at March 31, 2022. Shares of Common Stock under Equity Incentive Plan The Company has reserved an aggregate of 7,195,584 shares of common stock under its Equity Incentive Plan, pursuant to which, as of March 31, 2022, 7,047,016 shares of stock options had been granted to employees, with 4,814,604 fully vested and outstanding, 227,704 shares of stock options has been exercised to date, 1,934,708 shares of stock options are subject to vesting. There were 148,568 shares of stock options remaining for future issuance under the Equity Incentive Plan as of March 31, 2022. During the three months ended March 31, 2022 and 2021, 34,791 and 159,477 in stock options were exercised with total proceed of approximately $6,000 and $38,000, respectively. | NOTE 10 – STOCKHOLDERS’ EQUITY Preferred Stock Series B, A and Seed preferred stock do not have a dividend preference and any dividends declared shall be distributed among all holders of common stock and preferred stock in proportion to the number of shares of common stock that would be held if all shares of preferred stock were converted to common stock. Series B, A and Seed preferred stockholders (“Preferred Stockholders”) have the right to vote on certain corporate matters on an as converted basis with the holders of common stock as a single class. The Preferred Stockholders can convert all or any portion of such shares into an aggregate number of shares of common stock, as defined in the agreement and is automatically converted into common stock at the earlier of a $50.0 million initial public offering or vote of 63% of the outstanding shares of Preferred Stock (voting as a single class on as as-converted basis). The conversation rate of all preferred stock is at a one to one ratio to common stock. No dividends have been declared on the preferred stock as of December 31, 2021. Preferred stockholders have a preference in the event of liquidation in the following sequence, Series B then Series A and then Seed, with preferences being $11.5 million, $5.0 million and $2.4 million, respectively. In August 2020, the Company entered into a Series B Preferred Stock Purchase Agreement (“Series B Agreement”) with various investors. The Series B Agreement provides for the sale and issuance of 4,584,202 shares of Series B preferred stock at a purchase price of $2.51 per share, for a total of $11.5 million. Common Stock During the year ended December 31, 2021, the Company issued 180,972 shares of its Company’s common stock at $0.75 per shares totaling $136,000, to satisfy the purchase of Beaches Development Group LTD. Two of the sellers signed employment contracts with Beaches Development Group LTD, the shares allocated to them as purchase consideration totaled 113,908 with value of $85,000 and are unvested at acquisition date, these will be vested over a two-year period, with 50% in year 1 and the remaining 50% in year 2, as a result, the shares are treated as postcombination expense and are restricted. Approximately $21,000 remained unamortized at December 31, 2021.During the year ended December 31, 2020, the Company repurchased Common shares of 1,446,986 at a price of $2.59 per shares totaling $3.3 million, the shares were then cancelled. There are no treasury shares held as of December 31, 2021 and 2020, respectively. Shares of Common Stock under Equity Incentive Plan The Company has reserved an aggregate of 7,195,584 shares of common stock under its Equity Incentive Plan, pursuant to which, as of December 31, 2021, 7,065,350 stock options had been granted to employees, with 4,628,311 fully vested and outstanding, 192,913 stock options has been exercised to date, 2,174,126 stock options are subject to vesting. There were 130,234 stock options remaining for future issuance under the Equity Incentive Plan as of December 31, 2021.During the years ended December 31, 2021 and 2020, approximately 159,477 and 33,436 in stock options were exercised with total proceed of approximately $38,000 and $12,000, respectively. |
NET LOSS PER SHARE (FY)
NET LOSS PER SHARE (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
NET LOSS PER SHARE [Abstract] | ||
NET LOSS PER SHARE | NOTE 12 – NET LOSS PER SHARE As of March 31, 2022 and 2021, there were 13,576,115 and 13,381,347 of common stock issued and outstanding, respectively. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options and common stock issuable pursuant to Series B, A and Seed preferred stock possible conversion. Basic and diluted net loss per share was the same for each period presented, given that there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table reconciles actual basic and diluted earnings per share for the three months ended March 31, 2022 and 2021. March 31 2022 2021 Loss per share: Numerator: Net loss $ (2,866) $ (1,118) Denominator Weighted-average common shares outstanding - basic and diluted 13,571,872 13,319,512 Basic and diluted loss per common share $ (0.21) $ (0.08) The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: March 31 2022 2021 Shares subject to Series A Preferred Stock Conversion 5,088,944 5,088,944 Shares subject to Series B Preferred Stock Conversion 4,584,202 4,584,202 Shares subject to Seed Preferred Stock Conversion 6,911,715 6,911,715 Shares subject to 15% Convertible Promissory Notes Conversion 708,918 — Shares vested and subject to exercise of stock options 4,814,604 4,020,032 Shares unvested and subject to exercise of stock options 1,934,708 2,099,238 | NOTE 11 - NET LOSS PER SHARE As of December 31, 2021 and 2020, there were 13,541,324 and 13,200,875 of common stock issued and outstanding, respectively. Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potential shares of common stock, including outstanding stock options and common stock issuable pursuant to Series B, A and Seed preferred stock possible conversion. Basic and diluted net loss per share was the same for each period presented, given that there are losses during the period, the inclusion of all potential common shares outstanding would have been anti-dilutive. The following table reconciles actual basic and diluted earnings per share for the year ended December 31, 2021 and 2020. December 31 2021 2020 Loss per share: Numerator: Net loss $ ( 5,750 $ ( 1,598 Denominator Weighted-average common shares outstanding - basic and diluted 13,385,267 14,047,342 ________ ________ Basic and diluted loss per common share $ ( 0.43 $ ( 0.11 The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: December 31 2021 2020 Shares subject to Series A Preferred Stock Conversion 5,088,944 5,088,944 Shares subject to Series B Preferred Stock Conversion 4,584,202 4,584,202 Shares subject to Seed Preferred Stock Conversion 6,911,715 6,911,715 Shares vested and subject to exercise of stock options 4,628,311 3,838,429 Shares unvested and subject to exercise of stock options 2,174,126 2,202,614 |
BENEFIT PLAN (FY)
BENEFIT PLAN (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BENEFIT PLAN [Abstract] | ||
BENEFIT PLAN | NOTE 13 – BENEFIT PLAN The Company maintains a safe harbor 401(k) retirement plan for the benefit of its employees. The plan allows participants to make contributions subject to certain limitations. Company matching contributions were $68,400 and $52,300 for the three months ended March 31, 2022 and 2021, respectively. | NOTE 12 – BENEFIT PLAN The Company maintains a safe harbor 401(k) retirement plan for the benefit of its employees. The plan allows participants to make contributions subject to certain limitations. Company matching contributions were $239,000 and $154,000 for the twelve months ended December 31, 2021 and 2020, respectively. |
INCOME TAXES (FY)
INCOME TAXES (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES [Abstract] | ||
INCOME TAXES | NOTE 14 – INCOME TAXES The Company’s income tax rate computed at the statutory federal rate of 21% differs from its effective tax rate primarily due to permanent items, state taxes and the change in the deferred tax asset valuation allowance. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance as of March 31, 2022 and December 31, 2021, respectively. The deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities as of at March 31, 2022 and December 31, 2021 are as follows (in thousands): March 31 2022 December 31 2021 Deferred tax assets: Accrued expenses and other liabilities $ 76 $ 76 Property and equipment, net — — Net operating loss 4,115 3,402 Stock based compensation 147 132 Total gross deferred tax assets 4,338 3,610 Less: valuation allowance (4,050) (3,385) Total deferred tax assets 288 225 Deferred tax liabilities: Prepaid expenses and other assets (214) (191.00) Property and equipment, net (74) (34.00) Total deferred tax liabilities (288) (225) Net deferred income tax asset (liability) $ — $ — The Company has incurred significant losses in recent periods. As a result, we maintained valuation allowances against our domestic and foreign deferred tax assets as of March 31, 2022 and December 31, 2021, to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions. At March 31, 2022, the Company has federal net operating loss available to carryforward of approximately $14.5 million which will be carried forward indefinitely. The Company has state net and foreign operating loss available to carryforward of approximately $15.9 million and $1.2 million, respectively, which begin expiring in 2030 2037 The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of March 31, 2022 and December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Company accrues interest and penalties arising on the underpayment of taxes if the full benefit of a tax position is not recognized in the financial statements. In accordance with ASC 740, Accounting for Income Taxes Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, including federal and certain state taxing authorities. As of and for the three months ended March 31, 2022 and the year ended December 31, 2021, the Company did not have a liability for any unrecognized taxes. The Company has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will significantly change in the next twelve months. The Company’s 2018 through 2021 | NOTE 13 – INCOME TAXES The provision (benefit) for income taxes consist of the following, (in thousands): December 31 2021 2020 Provision (benefit) for income taxes Current Federal $— $— State 1 — International 1 — $ 2 $— U.S. and foreign components of loss from operations before income taxes were as follows (in thousands): December 31 2021 2020 Loss from operations U.S. (4,980) (1,598) Foreign (768) — $(5,748) $(1,598) The Company’s actual provision (benefit) for income taxes from operations differ from the federal expected income tax provision as follows (in thousands): December 31, 2021 December 31, 2020 Amount Rate Amount Rate U.S. federal income tax provision (benefit) at statutory rate $(1,207) 21% $(336) 21% Increase (decrease) in taxes resulting from: State income tax expense 1 —% — —% Foreign income and losses taxed at different rates (51) 1% — —% Change in valuation allowance 1,620 (28)% 401 (25)% Paycheck protection program forgiveness (165) 3% — —% Non-deductible or non-taxable items (194) 3% (65) 4% Effect of income tax rate changes on deferred items (2) —% — —% Provision (benefit) for income taxes $ 2 —% $ — —% Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. In assessing the realizability of deferred tax assets, Management evaluates whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based on Management’s evaluation, the net deferred tax asset was offset by a full valuation allowance as of December 31, 2021 and 2020, respectively. The deferred tax asset valuation allowance will be reversed if and when the Company generates sufficient taxable income in the future to utilize the tax benefits of the related deferred tax assets. The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities for the year ended December 31, 2021 and 2020 are as follows (in thousands): December 31 2021 2020 Deferred tax assets: Accrued expenses and other liabilities 76 42 Property and equipment, net — 112 Net operating loss 3,402 1,464 Stock-based compensation 132 147 Total gross deferred tax assets 3,610 1,765 Less: valuation allowance (3,385) (1,765) Total deferred tax assets 225 — Deferred tax liabilities: Prepaid expenses and other assets (191) — Property and equipment, net (34) — Total deferred tax liabilities (225) — Net deferred income tax asset (liability) — — The Company has incurred significant losses in recent periods. As a result, we maintained valuation allowances against our domestic and foreign deferred tax assets as of December 31, 2021 and 2020, to reduce their carrying values to amounts that are realizable either through future reversals of existing taxable temporary differences or through taxable income in carryback years for the applicable jurisdictions. At December 31, 2021, the Company has federal net operating loss available to carryforward of approximately $12.1 million which will be carried forward indefinitely. The Company has state net and foreign operating loss available to carryforward of approximately $13.5 million and $930,000, respectively, which begin expiring in 2030 2037 The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2021 and 2020, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. The Company accrues interest and penalties arising on the underpayment of taxes if the full benefit of a tax position is not recognized in the financial statements. In accordance with ASC 740, Accounting for Income Taxes, interest and penalties are recorded as income tax expense. There have been no penalties or interest paid or incurred during the twelve months ended December 31, 2021 and 2020, respectively. Management is required to analyze all open tax years, as defined by the statute of limitations, for all major jurisdictions, including federal and certain state taxing authorities. As of and for the twelve months ended December 31, 2021 and 2020, the Company did not have a liability for any unrecognized taxes. The Company has no examinations in progress and is not aware of any tax positions for which it is reasonably possible that the total amounts of unrecognized tax liabilities will significantly change in the next twelve months. The Company’s 2018 through 2020 |
RELATED PARTY TRANSACTIONS (FY)
RELATED PARTY TRANSACTIONS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
RELATED PARTY TRANSACTIONS [Abstract] | ||
RELATED PARTY TRANSACTIONS | NOTE 15 – RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related to a major stockholder of approximately $58,000 and $100,000 for the three months ended March 31, 2022 and 2021, respectively. Amounts due to this related party were $33,000 and $5,000 as of March 31, 2022 and December 31, 2021, respectively. | NOTE 14 – RELATED PARTY TRANSACTIONS The Company incurred software development and information technology related costs to a vendor related to a major stockholder of approximately $408,000 and $512,000 for the twelve months ended December 31, 2021 and 2020, respectively. Amounts due to this related party were $5,000 and $56,000 as of December 31, 2021 and 2020, respectively. There was an amount due from a major stockholder of $77,000 at December 31, 2020, relating to reimbursement of non-business expenses, there was no such amount at December 31, 2021. |
SUBSEQUENT EVENTS (FY)
SUBSEQUENT EVENTS (FY) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUBSEQUENT EVENTS [Abstract] | ||
SUBSEQUENT EVENTS | NOTE 16 – SUBSEQUENT EVENTS Amended and Restated Merger Agreement On April 15, 2022, the merger agreement was amended and restated which reduces the total enterprise value of the Company to $275 million and equity value of $215 million, representing an 8% reduction in valuation from the initial agreement. In addition, a bonus pool of up to 1,000,000 shares of TCAC common stock will be allocated pro-rata to non-redeeming public stockholders up to a maximum of one bonus share for each share held, effectively reducing their cost base. Convertible Notes SpringBig and TCAC also announced an agreement for the issuance of senior secured convertible notes with a 24-month maturity (the “Notes”), up to $16.0 million principal amount of which have been subscribed to by a global institutional investor. An initial tranche of $11.0 million will close in connection with the closing of the merger agreement. The second tranche of $5.0 million, subject to certain conditions in the agreement, will close 60 days after the resale registration statement is declared effective by the SEC. Equity Financing Facility In addition, TCAC entered into a committed equity financing facility (the “CEF Facility”) with an affiliate of Cantor Fitzgerald L.P. (“Cantor”). Under the terms of the CEF Facility, Cantor has committed to purchase, after the closing of the proposed merger with the Company, up to an aggregate of $50.0 million of TCAC’s common shares. Registration Statement On May 18, 2022, TCAC announced that the registration statement related to the business combination was made effective by the U.S. Securities and Exchange Commission. Approval of Business Combination On June 9, 2022, in a special meeting, the shareholders of TCAC voted to approve the business combination with completion on June 14, 2022, this resulted in the conversion of the Convertible Notes into 730,493 of common stock at a price of $10.00 per share, representing repayment of principal of $7.0 million and outstanding interest of $304,900. Completion of Business Combination On June 14, 2022, the business combination was completed. In connection with the closing of the Business Combination, TCAC has changed its name to SpringBig Holdings, Inc. Beginning June 15, 2022, the ticker symbols for TCAC’s common stock and warrants were changed to “SBIG” and “SBIGW,” respectively, and commence trading on The Nasdaq Global Market. The Company received net proceeds of $12.0 million, with gross proceeds of $24.9 million, this is in addition to the $7.0 million Convertible Notes which was issued in February 2022 and is now converted into common stock, see Note 5, “Convertible Notes”. Of the amount received, approximately $8.8 million represents unredeemed shares from the TCAC trust; $6.1 million from PIPE proceeds and $10.0 million from Senior Secured Original Issue Discount Convertible Promissory Note. Convertible Notes On June 14, 2022, the Company issued $11.0 million in aggregate principal amount of Senior Secured Original Issue Discount Convertible Promissory Note due June 14, 2024 (the “Secured Convertible Notes”), issued at a discount of $1.0 million. The Secured Convertible Notes accrue interest at the rate of 6.0% per annum. Common Stock Purchase Agreement On June 14, 2022, TCAC entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with an affiliate of Cantor Fitzgerald L.P. (“Cantor”). The Company, in its sole discretion, shall have the right, but not the obligation, to issue and sell to the Cantor, and the Cantor shall purchase from the Company, up to $50.0 million of common shares, par value $0.0001 per share. Preferred Stock With the completion of the business combination, the Series A, B and Seed preferred stock were converted to common stock. The conversation rate of all preferred stock is at a one to one ratio to common stock resulting in common stocks of 5,088,944, 4,584,202 and 6,911,715, respectively. | NOTE 15 – SUBSEQUENT EVENTS Management has considered subsequent events through March 17, 2022, the date this report was available to be issued. On February 25, 2022 the Company entered into Convertible Notes with two existing shareholders (“the Note Holders”) in aggregate for a principal sum of $7.0 million. On the closing of the proposed business combination of the Company and TCAC as contemplated in the definitive agreement executed on November 8, 2021, the outstanding principal balance of the Convertible Notes become due and payable and will be satisfied by the issuance to the Note Holders of common shares of the surviving company issuable under an agreement entered into between each of the Note holders and TCAC on November 8, 2021. In the event the proposed business combination does not close by September 30, 2022 the outstanding principal will be converted into Series B Preferred Stock of the Company. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q1) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all its wholly owned subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These interim financial statements should be read in conjunction with the financial statements and notes thereto included in SpringBig’s audited financial statements for the year ended December 31, 2021. | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all its wholly owned subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Going Concern and Liquidity | Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $16.1 million as of March 31, 2022. Cash flows used in operating activities were $2.4 million and $1.2 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had approximately $8.3 million in working capital, inclusive of $6.8 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers and strategic capital raises such as its SPAC merger. The ultimate success to these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum, from the date these financial statements were issued. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. | Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $13.2 million as of December 31, 2021. Cash flows used in operating activities were $7.9 million and $1.0 million for the twelve months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had approximately $3.9 million in working capital, inclusive of $2.2 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase revenue through increased usage by customers and new customers and strategic capital raises such as its pending SPAC merger. The ultimate success to these plans are not guaranteed. On February 25, 2022 the Company entered into Convertible Notes with two existing shareholders in aggregate for a principal sum of $7.0 million. Based on management projections for increase in revenue and cash received from the Convertible Notes, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum, from the date of this audit opinion. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. |
Foreign Currency | Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency of the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements | Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. |
Segments | Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. | Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. | Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. During the three months ended March 31, 2022 and 2021, we had one customer representing 10% and 0% concentration of revenue within the United States, respectively. At March 31, 2022 and December 31, 2021 we had one customer representing 9% and 28% of accounts receivable within the United States, respectively. | Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. At December 31, 2021, we had one customer representing an 11% concentration of revenue and 28% of accounts receivable within the United States. There was no such concentration at December 31, 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with one commercial bank. As of March 31, 2022 and 2021, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $6.4 million and $1.9 million as of March 31, 2022 and December 31, 2021, respectively. | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with one commercial bank. As of December 31, 2021 and 2020, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $1.9 million and $10.0 million as of December 31, 2021 and 2020, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. | Property and E quipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases . |
Contract Assets (Deferred Commission) | Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained, because the asset relates to the services transferred to the customer during the contract term of one year and the Company anticipates that the contract will be renewed for two subsequent one-year periods. | Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained, because the asset relates to the services transferred to the customer during the contract term of one year and the Company anticipates that the contract will be renewed for two subsequent one-year periods. |
Capitalized Software Development Costs | Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which is generally three years. | Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss for the three months ended March 31, 2022 or 2021. | Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss in 2021 or 2020. |
Business Combination | Business Combination Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. | Business Combination Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. |
Intangible Assets | Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of three years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. | Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of three years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. |
Contract Liabilities (Deferred Revenue) | Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. | Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. |
Revenue Recognition | Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. We report revenue net of sales and other taxes collected from customers to be remitted to government authorities. For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the license to the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer – The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers – the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for a ceiling credit plus, if any, optional purchases for additional credits, plus one twelfth Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of credits to be utilized over the course of six Set up fees – the company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction – Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six Allocating the Transaction Price – The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services nor does the Company adjust revenue downward. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients – The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. | Revenue Recognition On January 1, 2019, the Company adopted, using the full retrospective method, the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the right to access the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer - The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers - the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for a ceiling credit plus, if any, optional purchases for additional credits, plus one twelfth Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of credits to be utilized over the course of six Set up fees – the company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction - Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six Allocating the Transaction Price - The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services nor does the Company adjust revenue downward. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients - The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. |
Cost of Revenues | Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. | Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. |
Selling, Servicing and Marketing Expenses | Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising expense totaled $40,800 and $10,000 for the three months ended March 31, 2022 and 2021, respectively. | Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising expense totaled $96,000 and $22,000 for the years ended December 31, 2021 and 2020, respectively. |
Technology and Software Development | Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. | Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. | General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. |
Stock-Based Compensation | Stock-Based Compensation ASC 718, Compensation – Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. | Stock-Based Compensation ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrant. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. |
Earnings Per Share | Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share | Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share. Under the provisions of ASC 260, basic net income per share is computed by dividing the net income available to common shareholders by the weighted average common shares outstanding during the period. Diluted net income per share adjusts basic net income per share for the effects of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted earnings per share information separately for each class of equity instruments that participate in any income distribution with primary equity instruments. |
Income Taxes | Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes . The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of March 31, 2022 and December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. | Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2021 and 2020, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. |
Leases | Leases The Company expenses the total cost associated with real estate leases on a straight-line basis over the life of the lease commitment. The amount accrued relating to future contractual increases is immaterial. | Leases The Company expenses the total cost associated with real estate leases on a straight-line basis over the life of the lease commitment. The amount accrued relating to future contractual increases is immaterial. |
Recent Accounting Pronouncements | Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities Lessors—Certain Leases with Variable Lease Payments In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities Lessors—Certain Leases with Variable Lease Payments In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Management is currently evaluating this standard. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 In June 2020, the FASB issued ASU 2020-06 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 also amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. Under ASU 2020-06, entities must apply the if-converted method to all convertible instruments because the treasury stock method will no longer be available. For public business entities that are not smaller reporting companies, the amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the guidance will be effective for the fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Management is currently evaluating this standard. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Management is currently evaluating this standard. |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) (Policies) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ||
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all its wholly owned subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These interim financial statements should be read in conjunction with the financial statements and notes thereto included in SpringBig’s audited financial statements for the year ended December 31, 2021. | Principles of Consolidation and Basis of Presentation The accompanying consolidated financial statements include the accounts of the Company and all its wholly owned subsidiary companies. All significant intercompany balances and transactions have been eliminated in consolidation. The financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). |
Going Concern and Liquidity | Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $16.1 million as of March 31, 2022. Cash flows used in operating activities were $2.4 million and $1.2 million for the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, the Company had approximately $8.3 million in working capital, inclusive of $6.8 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase in revenue through increased usage by customers and new customers and strategic capital raises such as its SPAC merger. The ultimate success to these plans is not guaranteed. Based on management projections for increases in revenue and cash on hand, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum, from the date these financial statements were issued. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. | Going Concern and Liquidity Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $13.2 million as of December 31, 2021. Cash flows used in operating activities were $7.9 million and $1.0 million for the twelve months ended December 31, 2021 and 2020, respectively. As of December 31, 2021, the Company had approximately $3.9 million in working capital, inclusive of $2.2 million in cash and cash equivalents to cover overhead expenses. The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors but not limited to, cash and cash equivalents, the ongoing increase revenue through increased usage by customers and new customers and strategic capital raises such as its pending SPAC merger. The ultimate success to these plans are not guaranteed. On February 25, 2022 the Company entered into Convertible Notes with two existing shareholders in aggregate for a principal sum of $7.0 million. Based on management projections for increase in revenue and cash received from the Convertible Notes, we estimate that our liquidity and capital resources are sufficient for our current and projected financial needs for the next twelve months, at a minimum, from the date of this audit opinion. The accompanying consolidated financial statements are prepared on a going concern basis and do not include any adjustments that might result from uncertainty about the Company’s ability to continue as a going concern. |
Foreign Currency | Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency of the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements | Foreign Currency We translate the financial statements of our foreign subsidiaries, which have a functional currency in the respective country’s local currency, to U.S. dollars using month-end exchange rates for assets and liabilities and actual exchange rates for revenue, costs and expenses on the date of the transaction. Translation gains and losses are included within “general and administrative expense” on the consolidated statements of operations. These gains and losses are immaterial to the financial statements. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. We base our estimates on historical experience and various other assumptions believed to be reasonable. The Company’s significant estimates include, but are not limited to, the allowance for doubtful accounts, useful lives of deferred contract assets, intangible assets, property and equipment, deferred income tax asset valuation, and certain assumptions used in the valuation for equity awards. Future events and their effects cannot be predicted with certainty; accordingly, accounting estimates require the exercise of judgment. Accounting estimates used in the preparation of these financial statements change as new events occur, as more experience is acquired, as additional information is obtained, and as the operating environment changes. Actual results may differ materially from these estimates. |
Segments | Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting. | Segments The Company manages its business as a single operating segment. Our chief operating decision maker reviews financial information presented for the purposes of allocating resources and evaluating financial performance at an entity level and we have no segment managers who are held accountable by the chief operating decision maker for operations and operating results. The products and services across the company are similar in nature, distributed in a comparable manner and have customers with common characteristics. We determined that we have one operating and reportable segment in accordance with Accounting Standards Codification (“ASC”) 280, Segment Reporting |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. | Fair Value of Financial Instruments Our financial assets, which include cash equivalents, current financial assets and our current financial liabilities have fair values that approximate their carrying value due to their short-term maturities. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. During the three months ended March 31, 2022 and 2021, we had one customer representing 10% and 0% concentration of revenue within the United States, respectively. At March 31, 2022 and December 31, 2021 we had one customer representing 9% and 28% of accounts receivable within the United States, respectively. | Concentrations of Credit Risk Financial instruments that potentially subject us to concentration of credit risk consist principally of cash and cash equivalents and accounts receivable. We place our cash and cash equivalents with high credit-quality financial institutions. Such deposits may be in excess of federally insured limits. To date, we have not experienced any losses on our cash and cash equivalents. We perform periodic evaluations of the relative credit standing of the financial institutions. We perform ongoing credit evaluations of our customers’ financial condition and require no collateral from our customers. We maintain an allowance for doubtful accounts receivable based upon the expected collectability of accounts receivable balances. At December 31, 2021, we had one customer representing an 11% concentration of revenue and 28% of accounts receivable within the United States. There was no such concentration at December 31, 2020. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with one commercial bank. As of March 31, 2022 and 2021, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $6.4 million and $1.9 million as of March 31, 2022 and December 31, 2021, respectively. | Cash and Cash Equivalents The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. The Company maintains its cash with one commercial bank. As of December 31, 2021 and 2020, the Company exceeded the federally insured limits of $250,000 for interest and noninterest bearing deposits. The Company had cash balances with a single financial institution in excess of the FDIC insured limits by amounts of $1.9 million and $10.0 million as of December 31, 2021 and 2020, respectively. |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. | Accounts Receivable and Allowance for Doubtful Accounts Accounts receivable are uncollateralized customer obligations due under normal trade terms granted by the Company based on each customer’s own creditworthiness. The carrying amount of accounts receivable is reduced by an allowance for doubtful accounts that reflects management’s best estimate of amounts that will not be collected. Management individually reviews past due accounts receivable balances and based on an assessment of each customer’s current creditworthiness, estimates the portion, if any, that will not be collected. Additionally, management assesses the remaining balance of accounts receivable based on experience and an assessment of future economic conditions to determine its best estimate of the portion that will not be collected. Unbilled receivables are customer obligations due under normal terms of trade which have not been invoiced at the balance sheet date and are invoiced shortly thereafter. |
Property and Equipment | Property and Equipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. | Property and E quipment Property and equipment are carried at cost less accumulated depreciation. Major additions and improvements which extend the life of the assets are capitalized whereas maintenance and repairs, which do not improve or extend the life of the respective assets, are expensed as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases . |
Contract Assets (Deferred Commission) | Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained, because the asset relates to the services transferred to the customer during the contract term of one year and the Company anticipates that the contract will be renewed for two subsequent one-year periods. | Contract Assets (Deferred Commission) The Company recognized a contract asset for the incremental costs (i.e., the sales commissions) of obtaining a contract because the Company expects to recover those costs through future fees for the services to be provided. The Company amortizes the asset over the course of three years, which is the estimated number of years a customer is retained, because the asset relates to the services transferred to the customer during the contract term of one year and the Company anticipates that the contract will be renewed for two subsequent one-year periods. |
Capitalized Software Development Costs | Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. Internal and external training and maintenance costs are charged to expense as incurred or over the related service period. When a software application is placed in service, the Company begins amortizing the related capitalized software costs using the straight-line method based on its estimated useful life, which is generally three years. | Capitalized Software Development Costs Internal and external costs associated with the development stage of computer applications, as well as for upgrades and enhancements that result in additional functionality of the applications, are capitalized in accordance with Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software Accounting and Capitalization. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss for the three months ended March 31, 2022 or 2021. | Impairment of Long-Lived Assets The Company reviews the carrying value of property and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors. The Company did not recognize any impairment loss in 2021 or 2020. |
Business Combination | Business Combination Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations. If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Company will report provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. | Business Combination Acquisitions of subsidiaries are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the fair values (at the date of acquisition) of assets transferred and liabilities incurred or assumed, and equity instruments issued by the Company. Acquisition-related costs are recognized in the statements of operations in the period which they are incurred. Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments. All other subsequent changes in the fair value of contingent consideration classified as an asset or liability are accounted for in accordance with relevant guidance consistent with ASC 805, Business Combinations acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Company obtains complete information about facts and circumstances that existed as of the acquisition date and does not exceed twelve months. |
Intangible Assets | Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of three years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. | Intangible Assets We account for intangible assets under ASC 350, Goodwill and Other. Intangible assets represent software acquired in the acquisition of Beaches Development Group. The amount is recorded at fair value on the date of the acquisition and amortized over its useful life of three years, using the straight-line method. The amount for intangible assets is included in property and equipment on the balance sheets. |
Contract Liabilities (Deferred Revenue) | Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. | Contract Liabilities (Deferred Revenue) The Company records contract liabilities when cash payments are received in advance of performance obligations being performed for initial start-up fees and payments received in advance of credits utilized. The Company expects to recognize these contract liabilities in the following period when it transfers its services and, therefore, satisfies its performance obligation to the customers. |
Revenue Recognition | Revenue Recognition Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, outlines the basic criteria that must be met to recognize revenue and provides guidance for disclosure related to revenue recognition policies. The Company recognizes revenue upon transfer of control of promised services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those services. We report revenue net of sales and other taxes collected from customers to be remitted to government authorities. For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the license to the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer – The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers – the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for a ceiling credit plus, if any, optional purchases for additional credits, plus one twelfth Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of credits to be utilized over the course of six Set up fees – the company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction – Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six Allocating the Transaction Price – The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services nor does the Company adjust revenue downward. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients – The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. | Revenue Recognition On January 1, 2019, the Company adopted, using the full retrospective method, the provisions of FASB Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers For a standard contract, the Company works with a customer to provide access to an integrated platform that provides all the functions of its proprietary software, which utilizes proprietary technology to send text or email messages to the customer’s contacts based on a credit system. Through this software, the Company allows merchants to provide loyalty plans and rewards directly to consumers through an internet portal and mobile applications. The functions of the software themselves do not have individual value to the customer. Each customer is buying the right to access the platform to receive all the benefits of the platform. Therefore, the Company’s single performance obligation is to provide customers the ability to use its proprietary software application that provides marketing and customer engagement services to cannabis dispensaries throughout the United States. Nature of Promises to Transfer - The services provided by the Company’s software are subscription based for its retail and brand customers as follows: Retail customers - the Company provides its retail customer access to the software for an initial contract that is initially for a term of one year, with automatic annual renewals. Revenue is earned monthly, which consists of the contracted monthly fixed fee for a ceiling credit plus, if any, optional purchases for additional credits, plus one twelfth Brand customers – a customer can purchase use of the Company’s software, which includes a certain amount of credits to be utilized over the course of six Set up fees – the company recognizes revenue from a onetime set up fee which is charged to customers prior to going live. The amount is treated as deferred revenue and amortized over the life of the contract which is normally one year. In no case does the Company act as an agent, i.e., the Company does not provide a service of arranging for another party to transfer goods or services to the customer. Timing of Satisfaction - Control of services is transferred during a subscription period. Services provided by the Company are performed over time on a monthly basis for retail customers or over a designated prepaid contract term generally from six Allocating the Transaction Price - The transaction price of a subscription is the amount of consideration to which the Company expects to be entitled in exchange for transferring promised services to a customer. Transaction prices do not include amounts collected on behalf of third parties (e.g., sales taxes). To determine the transaction price of a contract, the Company considers its customary business practices as well as the terms of the contract. For the purpose of determining transaction prices, the Company assumes that the services will be transferred to the customer as promised in accordance with existing contracts and that the contracts will not be cancelled, renewed, or modified. The Company’s contracts with customers have fixed transaction prices that are denominated in U.S. and CAD dollars. Consideration paid for services that customers purchase from the Company is nonrefundable. Therefore, at the time revenue is recognized, the Company does not estimate expected refunds for services nor does the Company adjust revenue downward. For both retail and brand contracts, there is only one performance obligation for the standard contract. As such, the transaction price is allocated entirely to that obligation. Practical Expedients - The Company has adopted certain practical expedients with significant items disclosed herein. The Company has elected to apply the portfolio approach practical expedient to evaluate contracts with customers that share the same revenue recognition patterns as the result of evaluating them as a group will have substantially the same result as evaluating them individually. |
Cost of Revenues | Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. | Cost of Revenues Cost of revenues principally consists of amounts payable to distributors of messages on behalf of customers across cellular networks and the cost of third-party data and integrations. |
Selling, Servicing and Marketing Expenses | Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising expense totaled $40,800 and $10,000 for the three months ended March 31, 2022 and 2021, respectively. | Selling, Servicing and Marketing Expenses Selling, servicing and marketing expenses consist primarily of personnel and related costs, including salaries, benefits, bonuses, commissions and travel for our sales team, client success and marketing team. Other costs included in this expense are marketing and promotional events. Advertising costs are charged to marketing expense as incurred. Advertising expense totaled $96,000 and $22,000 for the years ended December 31, 2021 and 2020, respectively. |
Technology and Software Development | Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. | Technology and Software Development Technology and software development expense consist primarily of personnel and related costs, including salaries, benefits, bonuses and cost of server usage by our developers. |
General and Administrative Expenses | General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. | General and Administrative Expenses General and administrative expenses consist primarily of personnel and related costs for our executive, finance, legal, human resources, and administrative personnel, including salaries, benefits, bonuses, and stock-based compensation, legal, accounting, other professional service fees and other corporate expenses. |
Stock-Based Compensation | Stock-Based Compensation ASC 718, Compensation – Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrants. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. | Stock-Based Compensation ASC 718, Compensation - Stock Compensation, addresses accounting for share-based awards, including stock options, restricted stock, performance shares and warrant. Stock-based compensation for stock options to employees and non-employees is based upon the fair value of the award on the date of grant. We record forfeitures as they occur. The compensation cost is recognized over the requisite service period, which is generally the vesting period, and is included in general and administrative expenses in the consolidated statements of operations. The Company estimates the fair value of stock options using the Black-Scholes valuation model. The expected life represents the term the options granted are expected to be outstanding. The expected volatility was determined using the historical volatility of similar publicly traded companies. The risk-free interest rate is based on the U.S. Treasury rate in effect at the time of grant. |
Earnings Per Share | Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share | Earnings Per Share The Company computes net income per share in accordance with ASC 260, Earnings Per Share. Under the provisions of ASC 260, basic net income per share is computed by dividing the net income available to common shareholders by the weighted average common shares outstanding during the period. Diluted net income per share adjusts basic net income per share for the effects of stock options, warrants, convertible notes and restricted stock awards only in periods, or for such awards in which the effect is dilutive. ASC 260 also requires the Company to present basic and diluted earnings per share information separately for each class of equity instruments that participate in any income distribution with primary equity instruments. |
Income Taxes | Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2016-17, Balance Sheet Classification of Deferred Taxes . The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of March 31, 2022 and December 31, 2021, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. | Income Taxes We record current income taxes based on our estimates of current taxable income and provide for deferred income taxes to reflect estimated future income tax payments and receipts. We are subject to federal income taxes as well as state taxes. In addition, we are subject to taxes in the foreign jurisdictions where we operate. The Company records a deferred tax asset or liability based on the difference between financial statement and tax basis of assets and liabilities as measured by the anticipated tax rates which will be in effect when these differences reverse. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized. The Company adopted ASU 2015-17, Balance Sheet Classification of Deferred Taxes. The guidance requires that all deferred tax assets and liabilities, along with any related valuation allowance, be classified as noncurrent on the balance sheet. As a result, each jurisdiction will only have one net noncurrent deferred tax asset or liability. The Company has evaluated its tax positions for any uncertainties based on the technical merits of the positions taken. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be upheld on examination by taxing authorities. The Company has analyzed the tax positions taken and has concluded that as of December 31, 2021 and 2020, there are no uncertain tax positions taken, or expected to be taken, that would require recognition of a liability or disclosure in the financial statements. |
Leases | Leases The Company expenses the total cost associated with real estate leases on a straight-line basis over the life of the lease commitment. The amount accrued relating to future contractual increases is immaterial. | Leases The Company expenses the total cost associated with real estate leases on a straight-line basis over the life of the lease commitment. The amount accrued relating to future contractual increases is immaterial. |
Recent Accounting Pronouncements Not Yet Adopted | Effective Accounting Pronouncements In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes. In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. Certain qualitative and quantitative disclosures are required, as well as a retrospective recognition and measurement of impacted leases. In June 2020, FASB issued ASU 2020-05, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities Lessors—Certain Leases with Variable Lease Payments In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In August 2020, the FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customer | Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02, Leases (Topic 842) Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842): Deferral of the Effective Dates for Certain Entities Lessors—Certain Leases with Variable Lease Payments In June 2016, FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842) In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other A public business entity that is not an SEC filer should adopt the amendments in this Update for its annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2020. All other entities, including not-for-profit entities, that are adopting the amendments in this Update should do so for their annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2021. Management is currently evaluating this standard. In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740) - Simplifying the Accounting for Income Taxes In January 2020, the FASB issued ASU 2020-01, Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 In June 2020, the FASB issued ASU 2020-06 which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments and contracts on an entity’s own equity. ASU 2020-06 also amends certain guidance in ASC 260 on the computation of EPS for convertible instruments and contracts on an entity’s own equity. Under ASU 2020-06, entities must apply the if-converted method to all convertible instruments because the treasury stock method will no longer be available. For public business entities that are not smaller reporting companies, the amendments in this update are effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the guidance will be effective for the fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Management is currently evaluating this standard. In October 2021, the FASB issued ASU 2021-08 - Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (acquirer) recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. At the acquisition date, an acquirer should account for the related revenue contracts in accordance with Topic 606 as if it had originated the contracts. For public business entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The amendments in this Update should be applied prospectively to business combinations occurring on or after the effective date of the amendments. Early adoption of the amendments is permitted, including adoption in an interim period. An entity that early adopts in an interim period should apply the amendments (1) retrospectively to all business combinations for which the acquisition date occurs on or after the beginning of the fiscal year that includes the interim period of early application and (2) prospectively to all business combinations that occur on or after the date of initial application. Management is currently evaluating this standard. |
Reclassification | Reclassification Certain reclassifications of the prior period amounts and presentation have been made to conform to the presentation for the current period, specifically presentation of current liabilities and operating expenses. There is no material impact on the presentation of the financial statements as presented. |
ACCOUNTS RECEIVABLE (Q1) (Table
ACCOUNTS RECEIVABLE (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE [Abstract] | ||
Accounts Receivable, Net | Accounts receivable, net consisted of the following as of: March 31, 2022 December 31 2021 Accounts receivable $2,093 $2,533 Unbilled receivables 849 809 2,942 3,342 Less allowance for doubtful accounts (297) (297) Accounts receivable, net $2,645 $3,045 | Accounts receivable, net consisted of the following as of: December 31, 2021 2020 Accounts receivable $2,533 $1,027 Unbilled receivables 809 264 3,342 1,291 Less allowance for doubtful accounts (297) (150) Accounts receivable, net $3,045 $1,141 |
PROPERTY AND EQUIPMENT (Q1) (Ta
PROPERTY AND EQUIPMENT (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT [Abstract] | ||
Property, and Equipment | Property and equipment consist of the following as of: March 31, 2022 December 31 2021 Computer equipment $ 268 $ 225 Data warehouse 286 256 Software 196 196 750 677 Less accumulated depreciation and amortization (255) (197) Property and Equipment $ 495 $ 480 | Property and equipment consist of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Computer equipment $ 225 $ 83 Data warehouse 256 145 Software 196 — 677 228 Less accumulated depreciation and amortization (197) (23) Property and Equipment $ 480 $ 205 |
REVENUE RECOGNITION (Q1) (Table
REVENUE RECOGNITION (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE RECOGNITION [Abstract] | ||
Disaggregation of Revenue | The following table represents our revenues disaggregated by type (in thousands): March 31 2022 2021 Revenue Brand revenue $ 189 $ 132 Retail revenue 6,175 5,077 Total Revenue $6,364 $5,209 Revenue by geographical region consist of the following (in thousands): March 31 2022 2021 Retail revenue United States $5,956 $5,077 Canada 219 — Brand revenue United States 189 132 $6,364 $5,209 | The following table represents our revenues disaggregated by type (in thousands): December 31 2021 2020 Revenue Brand revenue $ 654 $ 241 Retail revenue 23,370 14,942 Total Revenue $24,024 $15,183 Revenue by geographical region consist of the following (in thousands): December 31 2021 2020 Retail revenue United States $23,180 $14,942 Canada 190 — Brand revenue United States 654 241 $24,024 $15,183 |
Contract Asset and Contract Liability | Contract assets consisted of the following as of: March 31 2022 December 31 2021 Contract assets consisted of the following as of: Deferred sales commissions $303 $364 Contract liabilities consisted of the following as of: March 31 2022 December 31 2021 Contract liabilities consisted of the following as of: Deferred revenue retail $231 $231 Deferred set-up revenues 110 101 Deferred revenue brands 144 118 Contract liabilities $485 $450 | Contract assets consisted of the following as of: December 31 2021 2020 Deferred sales commissions $364 $266 Contract liabilities consisted of the following as of: December 31 2021 2020 Deferred revenue retail $231 $468 Deferred set-up revenues 101 92 Deferred brands 118 — Contract liabilities $450 $560 |
Movement in the Contract Liabilities | The movement in the Contract liabilities during three months ended March 31, 2022 and the year ended December 31, 2021, comprised the following: March 31 2022 December 31 2021 The movement in the contract liabilities during each period comprised the following: Contract liabilities at start of the period $ 450 $ 560 Amounts invoiced during the period 6,115 13,512 Less revenue recognized during the period (6,080) (13,622) Contract liabilities at end of the period $ 485 $ 450 | The movement in the contract liabilities during each year comprised the following: December 31 2021 2020 Contract liabilities at start of the year $ 560 $ 323 Amounts invoiced during the year 13,512 8,970 Less revenue recognized during the year (13,622) (8,733) Contract liabilities at end of the year $ 450 $ 560 |
BUSINESS COMBINATION (Q1) (Tabl
BUSINESS COMBINATION (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BUSINESS COMBINATION [Abstract] | ||
Purchase Price Allocation | The purchase price allocation is as follows (in thousands): March 31, 2021 Fair value of shares $135 Less: Post combination cost - restricted stocks (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $205 Assets $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 | The purchase price allocation is as follows (in thousands): December 31, 2021 Fair value of shares $135 Less: Post combination cost - restricted stocks (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration 205 Cash $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 |
STOCK BASED COMPENSATION (Q1) (
STOCK BASED COMPENSATION (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCK BASED COMPENSATION [Abstract] | ||
Information on Stock Options Outstanding | The following table summarizes information on stock options outstanding as of March 31, 2022: Options Outstanding Options Vested and Exercisable Fixed Options Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2022 6,802,437 $0.38 4,628,311 6.79 $0.24 Options granted — $ — Options exercised (34,791) $0.19 Options forfeited (18,334) $0.75 Options cancelled — $ — Outstanding Balance, March 31, 2022 6,749,312 $0.38 4,814,604 6.64 $0.25 | The following table summarizes information on stock options outstanding as of December 31, 2021 and 2020: Options Outstanding Options Vested and Exercisable Fixed Options Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2020 4,597,500 $0.19 2,970,724 8.48 $0.17 Options granted 1,575,000 $0.68 Options exercised (33,436) $0.37 Options forfeited (56,668) $0.33 Options cancelled (41,353) $0.39 Outstanding Balance, December 31, 2020 6,041,043 $0.31 3,838,429 7.62 $0.19 Options granted 1,173,500 $ 0.75 Options exercised (159,477) $0.24 Options forfeited (237,528) $0.66 Options cancelled (15,101) $0.54 Outstanding Balance, December 31, 2021 6,802,437 $0.38 4,628,311 6.79 $ 0.24 |
NET LOSS PER SHARE (Q1) (Tables
NET LOSS PER SHARE (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
NET LOSS PER SHARE [Abstract] | ||
Reconciliation of Actual Basic and Diluted Earnings Per Share | The following table reconciles actual basic and diluted earnings per share for the three months ended March 31, 2022 and 2021. March 31 2022 2021 Loss per share: Numerator: Net loss $ (2,866) $ (1,118) Denominator Weighted-average common shares outstanding - basic and diluted 13,571,872 13,319,512 Basic and diluted loss per common share $ (0.21) $ (0.08) | The following table reconciles actual basic and diluted earnings per share for the year ended December 31, 2021 and 2020. December 31 2021 2020 Loss per share: Numerator: Net loss $ ( 5,750 $ ( 1,598 Denominator Weighted-average common shares outstanding - basic and diluted 13,385,267 14,047,342 ________ ________ Basic and diluted loss per common share $ ( 0.43 $ ( 0.11 |
Antidilutive Securities Excluded from Weighted-Average Shares Used to Calculate Diluted Net Loss Per Common Share | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: March 31 2022 2021 Shares subject to Series A Preferred Stock Conversion 5,088,944 5,088,944 Shares subject to Series B Preferred Stock Conversion 4,584,202 4,584,202 Shares subject to Seed Preferred Stock Conversion 6,911,715 6,911,715 Shares subject to 15% Convertible Promissory Notes Conversion 708,918 — Shares vested and subject to exercise of stock options 4,814,604 4,020,032 Shares unvested and subject to exercise of stock options 1,934,708 2,099,238 | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: December 31 2021 2020 Shares subject to Series A Preferred Stock Conversion 5,088,944 5,088,944 Shares subject to Series B Preferred Stock Conversion 4,584,202 4,584,202 Shares subject to Seed Preferred Stock Conversion 6,911,715 6,911,715 Shares vested and subject to exercise of stock options 4,628,311 3,838,429 Shares unvested and subject to exercise of stock options 2,174,126 2,202,614 |
INCOME TAXES (Q1) (Tables)
INCOME TAXES (Q1) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES [Abstract] | ||
Deferred Tax Assets and Liabilities | The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities as of at March 31, 2022 and December 31, 2021 are as follows (in thousands): March 31 2022 December 31 2021 Deferred tax assets: Accrued expenses and other liabilities $ 76 $ 76 Property and equipment, net — — Net operating loss 4,115 3,402 Stock based compensation 147 132 Total gross deferred tax assets 4,338 3,610 Less: valuation allowance (4,050) (3,385) Total deferred tax assets 288 225 Deferred tax liabilities: Prepaid expenses and other assets (214) (191.00) Property and equipment, net (74) (34.00) Total deferred tax liabilities (288) (225) Net deferred income tax asset (liability) $ — $ — | The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities for the year ended December 31, 2021 and 2020 are as follows (in thousands): December 31 2021 2020 Deferred tax assets: Accrued expenses and other liabilities 76 42 Property and equipment, net — 112 Net operating loss 3,402 1,464 Stock-based compensation 132 147 Total gross deferred tax assets 3,610 1,765 Less: valuation allowance (3,385) (1,765) Total deferred tax assets 225 — Deferred tax liabilities: Prepaid expenses and other assets (191) — Property and equipment, net (34) — Total deferred tax liabilities (225) — Net deferred income tax asset (liability) — — |
ACCOUNTS RECEIVABLE (FY) (Table
ACCOUNTS RECEIVABLE (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
ACCOUNTS RECEIVABLE [Abstract] | ||
Accounts Receivable, Net | Accounts receivable, net consisted of the following as of: March 31, 2022 December 31 2021 Accounts receivable $2,093 $2,533 Unbilled receivables 849 809 2,942 3,342 Less allowance for doubtful accounts (297) (297) Accounts receivable, net $2,645 $3,045 | Accounts receivable, net consisted of the following as of: December 31, 2021 2020 Accounts receivable $2,533 $1,027 Unbilled receivables 809 264 3,342 1,291 Less allowance for doubtful accounts (297) (150) Accounts receivable, net $3,045 $1,141 |
PROPERTY AND EQUIPMENT (FY) (Ta
PROPERTY AND EQUIPMENT (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
PROPERTY AND EQUIPMENT [Abstract] | ||
Property, and Equipment | Property and equipment consist of the following as of: March 31, 2022 December 31 2021 Computer equipment $ 268 $ 225 Data warehouse 286 256 Software 196 196 750 677 Less accumulated depreciation and amortization (255) (197) Property and Equipment $ 495 $ 480 | Property and equipment consist of the following as of December 31, 2021 and 2020: December 31, 2021 2020 Computer equipment $ 225 $ 83 Data warehouse 256 145 Software 196 — 677 228 Less accumulated depreciation and amortization (197) (23) Property and Equipment $ 480 $ 205 |
REVENUE RECOGNITION (FY) (Table
REVENUE RECOGNITION (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
REVENUE RECOGNITION [Abstract] | ||
Disaggregation of Revenue | The following table represents our revenues disaggregated by type (in thousands): March 31 2022 2021 Revenue Brand revenue $ 189 $ 132 Retail revenue 6,175 5,077 Total Revenue $6,364 $5,209 Revenue by geographical region consist of the following (in thousands): March 31 2022 2021 Retail revenue United States $5,956 $5,077 Canada 219 — Brand revenue United States 189 132 $6,364 $5,209 | The following table represents our revenues disaggregated by type (in thousands): December 31 2021 2020 Revenue Brand revenue $ 654 $ 241 Retail revenue 23,370 14,942 Total Revenue $24,024 $15,183 Revenue by geographical region consist of the following (in thousands): December 31 2021 2020 Retail revenue United States $23,180 $14,942 Canada 190 — Brand revenue United States 654 241 $24,024 $15,183 |
Contract Asset and Contract Liability | Contract assets consisted of the following as of: March 31 2022 December 31 2021 Contract assets consisted of the following as of: Deferred sales commissions $303 $364 Contract liabilities consisted of the following as of: March 31 2022 December 31 2021 Contract liabilities consisted of the following as of: Deferred revenue retail $231 $231 Deferred set-up revenues 110 101 Deferred revenue brands 144 118 Contract liabilities $485 $450 | Contract assets consisted of the following as of: December 31 2021 2020 Deferred sales commissions $364 $266 Contract liabilities consisted of the following as of: December 31 2021 2020 Deferred revenue retail $231 $468 Deferred set-up revenues 101 92 Deferred brands 118 — Contract liabilities $450 $560 |
Movement in the Contract Liabilities | The movement in the Contract liabilities during three months ended March 31, 2022 and the year ended December 31, 2021, comprised the following: March 31 2022 December 31 2021 The movement in the contract liabilities during each period comprised the following: Contract liabilities at start of the period $ 450 $ 560 Amounts invoiced during the period 6,115 13,512 Less revenue recognized during the period (6,080) (13,622) Contract liabilities at end of the period $ 485 $ 450 | The movement in the contract liabilities during each year comprised the following: December 31 2021 2020 Contract liabilities at start of the year $ 560 $ 323 Amounts invoiced during the year 13,512 8,970 Less revenue recognized during the year (13,622) (8,733) Contract liabilities at end of the year $ 450 $ 560 |
BUSINESS COMBINATION (FY) (Tabl
BUSINESS COMBINATION (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
BUSINESS COMBINATION [Abstract] | ||
Purchase Price Allocation | The purchase price allocation is as follows (in thousands): March 31, 2021 Fair value of shares $135 Less: Post combination cost - restricted stocks (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration $205 Assets $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 | The purchase price allocation is as follows (in thousands): December 31, 2021 Fair value of shares $135 Less: Post combination cost - restricted stocks (85) Fair value of net shares 50 Cash consideration 132 Indemnity holdback 23 Fair value of purchase consideration 205 Cash $ 9 Goodwill — Intangibles (Software) 196 Fair value of assets $205 |
STOCK BASED COMPENSATION (FY) (
STOCK BASED COMPENSATION (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
STOCK BASED COMPENSATION [Abstract] | ||
Information on Stock Options Outstanding | The following table summarizes information on stock options outstanding as of March 31, 2022: Options Outstanding Options Vested and Exercisable Fixed Options Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2022 6,802,437 $0.38 4,628,311 6.79 $0.24 Options granted — $ — Options exercised (34,791) $0.19 Options forfeited (18,334) $0.75 Options cancelled — $ — Outstanding Balance, March 31, 2022 6,749,312 $0.38 4,814,604 6.64 $0.25 | The following table summarizes information on stock options outstanding as of December 31, 2021 and 2020: Options Outstanding Options Vested and Exercisable Fixed Options Number of Options Weighted Average Exercise Price (Per Share) Number of Options Weighted Average Remaining Contractual Life (Years) Weighted Average Exercise Price (Per Share) Outstanding Balance, January 1, 2020 4,597,500 $0.19 2,970,724 8.48 $0.17 Options granted 1,575,000 $0.68 Options exercised (33,436) $0.37 Options forfeited (56,668) $0.33 Options cancelled (41,353) $0.39 Outstanding Balance, December 31, 2020 6,041,043 $0.31 3,838,429 7.62 $0.19 Options granted 1,173,500 $ 0.75 Options exercised (159,477) $0.24 Options forfeited (237,528) $0.66 Options cancelled (15,101) $0.54 Outstanding Balance, December 31, 2021 6,802,437 $0.38 4,628,311 6.79 $ 0.24 |
Aggregate Intrinsic Value | The following table summarizes the aggregate intrinsic value as of December 31, 2021 and 2020: Options Outstanding Options Vested and Exercisable (In thousands except share data) (In thousands except share data) Fixed Options Number of Options Aggregate Intrinsic Value Number of Options Aggregate Intrinsic Value January 1, 2020 4,597,500 $ 1,162 2,970,724 $ 812 December 31, 2020 6,041,043 $ 2,649 3,838,429 $ 2,146 December 31, 2021 6,802,437 $24,761 4,628,311 $18,652 | |
Weighted average Assumptions Used in Determining Fair Value | The following table provides the weighted average assumptions used in determining the fair value of the stock-based awards for the twelve months ended December 31, 2021 and 2020: 2021 2020 Risk-free rate 1.07% 0.79% Expected life (years) 6.06 5.76 Expected volatility 52.72% 52.53% Expected dividend yield — % — % |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (FY) (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Future Minimum Payments under Operating Leases | Future minimum payments under operating leases for each of the three succeeding years subsequent to December 31, 2021 are as follows (in thousands): December 31 Amount 2022 $ 471 2023 363 2024 264 $ 1,098 |
NET LOSS PER SHARE (FY) (Tables
NET LOSS PER SHARE (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
NET LOSS PER SHARE [Abstract] | ||
Reconciliation of Actual Basic and Diluted Earnings Per Share | The following table reconciles actual basic and diluted earnings per share for the three months ended March 31, 2022 and 2021. March 31 2022 2021 Loss per share: Numerator: Net loss $ (2,866) $ (1,118) Denominator Weighted-average common shares outstanding - basic and diluted 13,571,872 13,319,512 Basic and diluted loss per common share $ (0.21) $ (0.08) | The following table reconciles actual basic and diluted earnings per share for the year ended December 31, 2021 and 2020. December 31 2021 2020 Loss per share: Numerator: Net loss $ ( 5,750 $ ( 1,598 Denominator Weighted-average common shares outstanding - basic and diluted 13,385,267 14,047,342 ________ ________ Basic and diluted loss per common share $ ( 0.43 $ ( 0.11 |
Antidilutive Securities Excluded from Weighted-Average Shares Used to Calculate Diluted Net Loss Per Common Share | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: March 31 2022 2021 Shares subject to Series A Preferred Stock Conversion 5,088,944 5,088,944 Shares subject to Series B Preferred Stock Conversion 4,584,202 4,584,202 Shares subject to Seed Preferred Stock Conversion 6,911,715 6,911,715 Shares subject to 15% Convertible Promissory Notes Conversion 708,918 — Shares vested and subject to exercise of stock options 4,814,604 4,020,032 Shares unvested and subject to exercise of stock options 1,934,708 2,099,238 | The anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share were as follows: December 31 2021 2020 Shares subject to Series A Preferred Stock Conversion 5,088,944 5,088,944 Shares subject to Series B Preferred Stock Conversion 4,584,202 4,584,202 Shares subject to Seed Preferred Stock Conversion 6,911,715 6,911,715 Shares vested and subject to exercise of stock options 4,628,311 3,838,429 Shares unvested and subject to exercise of stock options 2,174,126 2,202,614 |
INCOME TAXES (FY) (Tables)
INCOME TAXES (FY) (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
INCOME TAXES [Abstract] | ||
Provision (Benefit) for Income Taxes | The provision (benefit) for income taxes consist of the following, (in thousands): December 31 2021 2020 Provision (benefit) for income taxes Current Federal $— $— State 1 — International 1 — $ 2 $— | |
U.S. and Foreign Components of Loss from Operations Before Income Taxes | U.S. and foreign components of loss from operations before income taxes were as follows (in thousands): December 31 2021 2020 Loss from operations U.S. (4,980) (1,598) Foreign (768) — $(5,748) $(1,598) | |
Actual Provision (Benefit) for Income Taxes from Operations Differ from the Federal Expected Income Tax Provision | The Company’s actual provision (benefit) for income taxes from operations differ from the federal expected income tax provision as follows (in thousands): December 31, 2021 December 31, 2020 Amount Rate Amount Rate U.S. federal income tax provision (benefit) at statutory rate $(1,207) 21% $(336) 21% Increase (decrease) in taxes resulting from: State income tax expense 1 —% — —% Foreign income and losses taxed at different rates (51) 1% — —% Change in valuation allowance 1,620 (28)% 401 (25)% Paycheck protection program forgiveness (165) 3% — —% Non-deductible or non-taxable items (194) 3% (65) 4% Effect of income tax rate changes on deferred items (2) —% — —% Provision (benefit) for income taxes $ 2 —% $ — —% | |
Deferred Tax Assets and Liabilities | The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities as of at March 31, 2022 and December 31, 2021 are as follows (in thousands): March 31 2022 December 31 2021 Deferred tax assets: Accrued expenses and other liabilities $ 76 $ 76 Property and equipment, net — — Net operating loss 4,115 3,402 Stock based compensation 147 132 Total gross deferred tax assets 4,338 3,610 Less: valuation allowance (4,050) (3,385) Total deferred tax assets 288 225 Deferred tax liabilities: Prepaid expenses and other assets (214) (191.00) Property and equipment, net (74) (34.00) Total deferred tax liabilities (288) (225) Net deferred income tax asset (liability) $ — $ — | The tax effects of temporary difference that give rise to a significant portion of deferred tax assets and tax liabilities for the year ended December 31, 2021 and 2020 are as follows (in thousands): December 31 2021 2020 Deferred tax assets: Accrued expenses and other liabilities 76 42 Property and equipment, net — 112 Net operating loss 3,402 1,464 Stock-based compensation 132 147 Total gross deferred tax assets 3,610 1,765 Less: valuation allowance (3,385) (1,765) Total deferred tax assets 225 — Deferred tax liabilities: Prepaid expenses and other assets (191) — Property and equipment, net (34) — Total deferred tax liabilities (225) — Net deferred income tax asset (liability) — — |
DESCRIPTION OF BUSINESS (Q1) (D
DESCRIPTION OF BUSINESS (Q1) (Details) | 3 Months Ended | |||||||||
Jun. 14, 2022 USD ($) $ / shares shares | Jun. 09, 2022 USD ($) $ / shares shares | Apr. 15, 2022 USD ($) shares | Nov. 09, 2021 USD ($) | Mar. 31, 2022 USD ($) $ / shares | Mar. 31, 2021 USD ($) | Feb. 28, 2022 USD ($) | Feb. 25, 2022 USD ($) | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | |
Merger Consideration [Abstract] | ||||||||||
Equity value of business combination | $ 245,000,000 | |||||||||
Enterprise value of business combination | $ 300,000,000 | |||||||||
Approval of Business Combination [Abstract] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 2.59 | |||||||||
Completion of Business Combination [Abstract] | ||||||||||
Net proceeds | $ 7,000,000 | $ 0 | ||||||||
Common Stock Purchase Agreement [Abstract] | ||||||||||
Par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock [Abstract] | ||||||||||
Conversion rate | 1 | 1 | ||||||||
Convertible Notes [Member] | ||||||||||
Convertible Notes [Abstract] | ||||||||||
Aggregate principal | $ 7,000,000 | $ 7,000,000 | ||||||||
Maturity date of convertible notes | Sep. 30, 2022 | |||||||||
Interest rate on convertible notes | 15% | 15% | ||||||||
Subsequent Event [Member] | ||||||||||
Merger Consideration [Abstract] | ||||||||||
Equity value of business combination | $ 215,000,000 | |||||||||
Enterprise value of business combination | $ 275,000,000 | |||||||||
Amended and Restated Merger Agreement [Abstract] | ||||||||||
Percentage of reduction in valuation | 8% | |||||||||
Completion of Business Combination [Abstract] | ||||||||||
Convertible notes | $ 7,000,000 | |||||||||
Preferred Stock [Abstract] | ||||||||||
Conversion rate | 1 | |||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||
Amended and Restated Merger Agreement [Abstract] | ||||||||||
Common stock allocated as bonus (in shares) | shares | 1,000,000 | |||||||||
Bonus common stock allocated for each share held (in shares) | shares | 1 | |||||||||
Subsequent Event [Member] | Series A Preferred [Member] | ||||||||||
Approval of Business Combination [Abstract] | ||||||||||
Convertible notes conversion of common stock (in shares) | shares | 5,088,944 | |||||||||
Subsequent Event [Member] | Series B Preferred [Member] | ||||||||||
Approval of Business Combination [Abstract] | ||||||||||
Convertible notes conversion of common stock (in shares) | shares | 4,584,202 | |||||||||
Subsequent Event [Member] | Series Seed Preferred [Member] | ||||||||||
Approval of Business Combination [Abstract] | ||||||||||
Convertible notes conversion of common stock (in shares) | shares | 6,911,715 | |||||||||
Subsequent Event [Member] | Equity Financing Facility [Member] | Maximum [Member] | ||||||||||
Equity Financing Facility [Abstract] | ||||||||||
Aggregate principal amount of common shares | $ 50,000,000 | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | ||||||||||
Approval of Business Combination [Abstract] | ||||||||||
Convertible notes conversion of common stock (in shares) | shares | 730,493 | |||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||
Repayment of principal | $ 7,000,000 | |||||||||
Outstanding interest | $ 304,900 | |||||||||
Convertible Notes [Abstract] | ||||||||||
Maturity period of convertible notes | 24 months | |||||||||
Aggregate principal | $ 11,000,000 | |||||||||
Maturity date of convertible notes | Jun. 14, 2024 | |||||||||
Discount issued on convertible notes | $ 1,000,000 | |||||||||
Interest rate on convertible notes | 6% | |||||||||
Completion of Business Combination [Abstract] | ||||||||||
Net proceeds | $ 12,000,000 | |||||||||
Gross proceeds | 24,900,000 | |||||||||
Convertible notes | 7,000,000 | |||||||||
Amount of unredeemed shares from TCAC trust | 8,800,000 | |||||||||
PIPE proceeds | 6,100,000 | |||||||||
Amount from senior secured original issue discount convertible promissory note | 10,000,000 | |||||||||
Common Stock Purchase Agreement [Abstract] | ||||||||||
Amount of purchase agreement of common shares | $ 50,000,000 | |||||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Preferred Stock [Abstract] | ||||||||||
Conversion rate | 1 | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Global Institutional Investor [Member] | ||||||||||
Convertible Notes [Abstract] | ||||||||||
Maturity period of convertible notes | 24 months | |||||||||
Initial tranche closure | $ 11,000,000 | |||||||||
Second tranche closure | $ 5,000,000 | |||||||||
Term of closure of agreement | 60 days | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Global Institutional Investor [Member] | Maximum [Member] | ||||||||||
Convertible Notes [Abstract] | ||||||||||
Aggregate principal | $ 16,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Q1) (Details) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 USD ($) Bank Contract Customer Segment | Mar. 31, 2021 USD ($) Customer | Dec. 31, 2021 USD ($) Segment PerformanceObligation Bank Subsequent Customer | Dec. 31, 2020 USD ($) Customer | |
Going Concern and Liquidity [Abstract] | ||||
Accumulated deficit | $ (16,091,000) | $ (13,225,000) | $ (7,475,000) | |
Cash flows used in operating activities | (2,399,000) | $ (1,151,000) | (7,884,000) | (1,006,000) |
Working capital | 8,300,000 | 3,900,000 | ||
Cash and cash equivalents | $ 6,761,000 | $ 2,227,000 | $ 10,447,000 | |
Segments [Abstract] | ||||
Number of operating segments | Segment | 1 | 1 | ||
Number of reportable segments | Segment | 1 | 1 | ||
Concentrations of Credit Risk [Abstract] | ||||
Number of customers | Customer | 1 | 1 | 1 | 0 |
Cash and Cash Equivalents [Abstract] | ||||
Number of commercial banks | Bank | 1 | 1 | ||
Federally insured limits | $ 250,000 | $ 250,000 | ||
Cash balances in excess of FDIC insured limits | $ 6,400,000 | $ 1,900,000 | $ 10,000,000 | |
Contract Assets (Deferred Commission) [Abstract] | ||||
Useful life of contract assets | 3 years | 3 years | ||
Term of contract | 1 year | 1 year | ||
Number of contract renewals | 2 | 2 | ||
Capitalized Software Development Costs [Abstract] | ||||
Useful life | 3 years | |||
Impairment of Long-Lived Assets [Abstract] | ||||
Impairment loss | $ 0 | $ 0 | $ 0 | 0 |
Intangible Assets [Abstract] | ||||
Intangible assets, useful life | 3 years | 3 years | ||
Revenue Recognition [Abstract] | ||||
Term of contract | 1 year | 1 year | ||
Number of performance obligations | PerformanceObligation | 1 | |||
Selling, Servicing and Marketing Expenses [Abstract] | ||||
Advertising expense | $ 40,800 | $ 10,000 | $ 96,000 | 22,000 |
Income Taxes [Abstract] | ||||
Uncertain tax positions | $ 0 | $ 0 | $ 0 | |
Retail Customers [Member] | ||||
Contract Assets (Deferred Commission) [Abstract] | ||||
Term of contract | 1 year | 1 year | ||
Revenue Recognition [Abstract] | ||||
Term of contract | 1 year | 1 year | ||
Percentage of initial start-up fees | 8.33% | 8.30% | ||
Number of performance obligations | Contract | 1 | |||
Brand Customers [Member] | ||||
Revenue Recognition [Abstract] | ||||
Number of performance obligations | Contract | 1 | |||
Minimum [Member] | Retail Customers [Member] | ||||
Revenue Recognition [Abstract] | ||||
Credit utilization period | 6 months | |||
Minimum [Member] | Brand Customers [Member] | ||||
Revenue Recognition [Abstract] | ||||
Credit utilization period | 6 months | |||
Prepaid contract term | 6 months | 6 months | ||
Maximum [Member] | Retail Customers [Member] | ||||
Revenue Recognition [Abstract] | ||||
Credit utilization period | 12 months | |||
Maximum [Member] | Brand Customers [Member] | ||||
Revenue Recognition [Abstract] | ||||
Credit utilization period | 12 months | |||
Prepaid contract term | 12 months | 12 months | ||
Software [Member] | ||||
Capitalized Software Development Costs [Abstract] | ||||
Useful life | 3 years | 3 years | ||
Customer [Member] | Revenue [Member] | Customer [Member] | ||||
Concentrations of Credit Risk [Abstract] | ||||
Concentration risk, percentage | 10% | 0% | 11% | |
Customer [Member] | Accounts Receivable [Member] | Customer [Member] | ||||
Concentrations of Credit Risk [Abstract] | ||||
Concentration risk, percentage | 9% | 28% |
ACCOUNTS RECEIVABLE (Q1) (Detai
ACCOUNTS RECEIVABLE (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
ACCOUNTS RECEIVABLE [Abstract] | ||||
Accounts receivable | $ 2,093,000 | $ 2,533,000 | $ 1,027,000 | |
Unbilled receivables | 849,000 | 809,000 | 264,000 | |
Accounts receivable, gross | 2,942,000 | 3,342,000 | 1,291,000 | |
Less allowance for doubtful accounts | (297,000) | (297,000) | (150,000) | |
Accounts receivable, net | 2,645,000 | 3,045,000 | 1,141,000 | |
Bad debt expense | $ 33,000 | $ 30,000 | $ 216,000 | $ 297,000 |
PROPERTY AND EQUIPMENT (Q1) (De
PROPERTY AND EQUIPMENT (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, and Equipment [Abstract] | ||||
Property and equipment gross | $ 750,000 | $ 677,000 | $ 228,000 | |
Less accumulated depreciation and amortization | (255,000) | (197,000) | (23,000) | |
Property and Equipment | $ 495,000 | 480,000 | 205,000 | |
Useful life | 3 years | |||
General and Administrative Expense [Member] | ||||
Property, and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 59,000 | $ 6,000 | 173,000 | 19,000 |
Computer Equipment [Member} | ||||
Property, and Equipment [Abstract] | ||||
Property and equipment gross | 268,000 | $ 225,000 | 83,000 | |
Useful life | 3 years | |||
Data Warehouse [Member] | ||||
Property, and Equipment [Abstract] | ||||
Property and equipment gross | 286,000 | $ 256,000 | 145,000 | |
Useful life | 3 years | |||
Software [Member] | ||||
Property, and Equipment [Abstract] | ||||
Property and equipment gross | $ 196,000 | $ 196,000 | $ 0 | |
Useful life | 3 years | 3 years |
15% CONVERTIBLE PROMISSORY NO_2
15% CONVERTIBLE PROMISSORY NOTES (Q1) (Details) - 15% Convertible Promissory Notes [Member] | 1 Months Ended | 3 Months Ended | ||
Jun. 14, 2022 USD ($) | Jun. 09, 2022 USD ($) $ / shares shares | Feb. 28, 2022 USD ($) $ / shares | Mar. 31, 2022 USD ($) $ / shares | |
Convertible Notes [Abstract] | ||||
Debt instrument, face amount | $ 7,000,000 | $ 7,000,000 | ||
Debt instrument, conversion ratio | 0.1500 | |||
Debt instrument, maturity date | Sep. 30, 2022 | |||
Debt instrument, interest rate | 15% | 15% | ||
Debt instrument, carrying amount | $ 7,000,000 | |||
Interest expense | $ 89,000 | |||
Subsequent Event [Member] | ||||
Convertible Notes [Abstract] | ||||
Debt instrument, face amount | $ 11,000,000 | |||
Debt instrument, maturity date | Jun. 14, 2024 | |||
Debt instrument, interest rate | 6% | |||
Series B Preferred [Member] | ||||
Convertible Notes [Abstract] | ||||
Debt instrument, conversion price (in dollars per share) | $ / shares | $ 2.508067 | $ 2.508067 | ||
Common Stock [Member] | ||||
Convertible Notes [Abstract] | ||||
Debt instrument, conversion price (in dollars per share) | $ / shares | $ 10 | |||
Common Stock [Member] | Subsequent Event [Member] | ||||
Convertible Notes [Abstract] | ||||
Debt instrument, conversion price (in dollars per share) | $ / shares | $ 10 | |||
Debt conversion, shares issued (in shares) | shares | 730,493 | |||
Debt instrument, repayment of principal | $ 7,000,000 | |||
Debt instrument, interest payment | $ 304,900 |
REVENUE RECOGNITION, Disaggrega
REVENUE RECOGNITION, Disaggregation of Revenue (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 6,364 | $ 5,209 | $ 24,024 | $ 15,183 |
United States [Member] | Revenue [Member] | Geographic Concentration Risk [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Concentration risk, percentage | 100% | 100% | ||
United States [Member] | Revenue [Member] | Geographic Concentration Risk [Member] | Customer [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Concentration risk, percentage | 97% | 99% | ||
United States [Member] | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Concentration risk, percentage | 100% | |||
United States [Member] | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | Customer [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Concentration risk, percentage | 73% | 99% | ||
Brand Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 189 | $ 132 | $ 654 | $ 241 |
Brand Revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 189 | 132 | 654 | 241 |
Retail Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 6,175 | 5,077 | 23,370 | 14,942 |
Retail Revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 5,956 | 5,077 | 23,180 | 14,942 |
Retail Revenue [Member] | Canada [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 219 | $ 0 | $ 190 | $ 0 |
REVENUE RECOGNITION, Contract A
REVENUE RECOGNITION, Contract Asset and Contract Liability (Q1) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Contract Assets [Abstract] | ||||
Deferred sales commissions | $ 303 | $ 364 | $ 266 | |
Contract Liabilities [Abstract] | ||||
Deferred revenue retail | 231 | 231 | 468 | |
Deferred set-up revenues | 110 | 101 | 92 | |
Deferred revenue brands | 144 | 118 | 0 | |
Contract liabilities | $ 485 | $ 450 | $ 560 | $ 323 |
REVENUE RECOGNITION, Movement i
REVENUE RECOGNITION, Movement in the Contract Liabilities (Q1) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Contract Liabilities [Roll Forward] | |||
Contract liabilities, beginning balance | $ 450 | $ 560 | $ 323 |
Amounts invoiced during the period | 6,115 | 13,512 | 8,970 |
Less revenue recognized during the period | (6,080) | (13,622) | (8,733) |
Contract liabilities, beginning balance | $ 485 | $ 450 | $ 560 |
BUSINESS COMBINATION, Summary (
BUSINESS COMBINATION, Summary (Q1) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 USD ($) Seller $ / shares shares | Mar. 31, 2022 USD ($) Seller $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares | |
Business Combination [Abstract] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Amortization period of software intangible assets | 3 years | 3 years | |||
Beaches Development Group LTD [Member] | |||||
Business Combination [Abstract] | |||||
Common stock, issued (in shares) | shares | 180,972 | 180,972 | 180,972 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Number of sellers | Seller | 2 | ||||
Fair value of shares | $ 135,000 | $ 135,000 | $ 135,000 | ||
Cash paid in business combination | 155,000 | 132,000 | 132,000 | ||
Restricted stock expense | 85,000 | 85,000 | |||
Cash price withheld as an indemnity holdback | 23,000 | 23,000 | $ 23,000 | ||
Offset period | 12 months | ||||
Liabilities assumed | 0 | ||||
Amortization period of software intangible assets | 3 years | ||||
Aggregate amortization expense for remaining period | $ 136,000 | $ 120,000 | |||
Beaches Development Group LTD [Member] | Sellers [Member] | |||||
Business Combination [Abstract] | |||||
Common stock, issued (in shares) | shares | 67,064 | ||||
Fair value of shares | $ 50,000 | ||||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | |||||
Business Combination [Abstract] | |||||
Common stock, issued (in shares) | shares | 113,908 | 113,908 | |||
Number of sellers | Seller | 2 | ||||
Fair value of shares | $ 85,000 | ||||
Vesting period for shares | 2 years | 2 years | |||
Beaches Development Group LTD [Member] | General and Administrative Expense [Member] | |||||
Business Combination [Abstract] | |||||
Restricted stock expense | $ 8,900 | 10,700 | $ 67,000 | ||
Offset period | 12 months | ||||
Amortization period of software intangible assets | 3 years | ||||
Amortization expense | $ 16,000 | 60,000 | |||
Acquisition related costs | $ 11,000 | $ 11,000 | |||
Beaches Development Group LTD [Member] | Vesting in Year 1 [Member] | Sellers Who Signed Employment Contracts [Member] | |||||
Business Combination [Abstract] | |||||
Percent of shares that vest per year | 50% | 50% | |||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | |||||
Business Combination [Abstract] | |||||
Number of sellers | Seller | 2 | 2 | |||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | Sellers Who Signed Employment Contracts [Member] | |||||
Business Combination [Abstract] | |||||
Percent of shares that vest per year | 50% | 50% |
BUSINESS COMBINATION, Purchase
BUSINESS COMBINATION, Purchase Price Allocation (Q1) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 09, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value of Purchase Consideration [Abstract] | ||||
Fair value of purchase consideration | $ 300,000,000 | |||
Beaches Development Group LTD [Member] | ||||
Fair Value of Purchase Consideration [Abstract] | ||||
Fair value of shares | $ 135,000 | $ 135,000 | $ 135,000 | |
Less: Post combination cost - restricted stocks | (85,000) | (85,000) | ||
Fair value of net shares | 50,000 | 50,000 | ||
Cash consideration | 155,000 | 132,000 | 132,000 | |
Indemnity holdback | 23,000 | 23,000 | 23,000 | |
Fair value of purchase consideration | 205,000 | 205,000 | ||
Fair Value of Assets [Abstract] | ||||
Cash | 9,000 | 9,000 | 9,000 | |
Goodwill | 0 | 0 | ||
Intangibles (Software) | $ 196,000 | 196,000 | 196,000 | |
Fair value of assets | $ 205,000 | $ 205,000 |
PAYCHECK PROTECTION PROGRAM L_3
PAYCHECK PROTECTION PROGRAM LOAN (Q1) (Details) | May 01, 2020 USD ($) |
COVID-19 [Member] | Paycheck Protection Program [Member] | |
PPP Loan [Abstract] | |
Loan amount | $ 781,000 |
STOCK BASED COMPENSATION (Q1)_2
STOCK BASED COMPENSATION (Q1) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 USD ($) Seller $ / shares shares | Mar. 31, 2022 USD ($) Seller $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 $ / shares shares | |
Stock Option [Abstract] | ||||||
Compensation expense | $ | $ 181,000 | $ 119,000 | $ 595,000 | $ 179,000 | ||
Weighted-Average Remaining Contractual Life [Abstract] | ||||||
Intrinsic value of options exercised | $ | 20,000 | 0 | 81,000 | 13,000 | ||
Unrecognized compensation expense | $ | 295,000 | 394,000 | 394,000 | $ 462,000 | ||
Share-Based Compensation Disclosures [Abstract] | ||||||
Unamortized compensation expense | $ | 17,800 | 21,000 | ||||
Beaches Development Group LTD [Member] | ||||||
Stock Option [Abstract] | ||||||
Compensation expense | $ | $ 8,900 | 10,700 | $ 64,000 | |||
Share-Based Compensation Disclosures [Abstract] | ||||||
Number of sellers | Seller | 2 | |||||
Shares allocated as purchase consideration (in shares) | 180,972 | 180,972 | 180,972 | |||
Fair value of shares | $ | $ 135,000 | $ 135,000 | $ 135,000 | |||
Share price (in dollar per share) | $ / shares | $ 0.75 | $ 0.75 | ||||
Unamortized compensation expense | $ | $ 17,800 | $ 21,000 | ||||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | ||||||
Stock Option [Abstract] | ||||||
Vesting period for shares | 2 years | 2 years | ||||
Share-Based Compensation Disclosures [Abstract] | ||||||
Number of sellers | Seller | 2 | |||||
Shares allocated as purchase consideration (in shares) | 113,908 | 113,908 | ||||
Fair value of shares | $ | $ 85,000 | |||||
Share price (in dollar per share) | $ / shares | $ 0.75 | |||||
Beaches Development Group LTD [Member] | Vesting in Year 1 [Member] | Sellers Who Signed Employment Contracts [Member] | ||||||
Share-Based Compensation Disclosures [Abstract] | ||||||
Percent of shares that vest per year | 50% | 50% | ||||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | ||||||
Share-Based Compensation Disclosures [Abstract] | ||||||
Number of sellers | Seller | 2 | 2 | ||||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | Sellers Who Signed Employment Contracts [Member] | ||||||
Share-Based Compensation Disclosures [Abstract] | ||||||
Percent of shares that vest per year | 50% | 50% | ||||
Stock Options [Member] | ||||||
Stock Option Activity [Roll Forward] | ||||||
Outstanding at beginning of period (in shares) | 6,041,043 | 6,802,437 | 6,041,043 | 6,041,043 | 4,597,500 | |
Options granted (in shares) | 0 | 1,173,500 | 1,575,000 | |||
Options exercised (in shares) | (34,791) | (159,477) | (33,436) | |||
Options forfeited (in shares) | (18,334) | (237,528) | (56,668) | |||
Options cancelled (in shares) | 0 | (15,101) | (41,353) | |||
Outstanding at end of period (in shares) | 6,749,312 | 6,802,437 | 6,041,043 | 4,597,500 | ||
Options vested and exercisable at beginning of period (in shares) | 3,838,429 | 4,628,311 | 3,838,429 | 3,838,429 | 2,970,724 | |
Options vested and exercisable at end of period (in shares) | 4,814,604 | 4,628,311 | 3,838,429 | 2,970,724 | ||
Weighted Average Exercise Price [Abstract] | ||||||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 0.31 | $ 0.38 | $ 0.31 | $ 0.31 | $ 0.19 | |
Options granted (in dollars per share) | $ / shares | 0 | 0.75 | 0.68 | |||
Options exercised (in dollars per share) | $ / shares | 0.19 | 0.24 | 0.37 | |||
Options forfeited (in dollars per share) | $ / shares | 0.75 | 0.66 | 0.33 | |||
Options cancelled (in dollars per share) | $ / shares | 0 | 0.54 | 0.39 | |||
Outstanding at end of period (in dollars per share) | $ / shares | 0.38 | 0.38 | 0.31 | $ 0.19 | ||
Options vested and exercisable at beginning of period (in dollars per share) | $ / shares | $ 0.19 | 0.24 | $ 0.19 | 0.19 | 0.17 | |
Options vested and exercisable at end of period (in dollars per share) | $ / shares | $ 0.25 | $ 0.24 | $ 0.19 | $ 0.17 | ||
Weighted-Average Remaining Contractual Life [Abstract] | ||||||
Options vested and exercisable | 6 years 7 months 20 days | 6 years 9 months 14 days | 7 years 7 months 13 days | 8 years 5 months 23 days | ||
2017 Equity Compensation Plan [Member] | ||||||
Stock Option [Abstract] | ||||||
Option maximum term | 10 years | 10 years | ||||
Vesting period for shares | 4 years | 4 years | ||||
Aggregate number of common shares authorized for issuance (in shares) | 7,195,584 | 7,195,584 | ||||
Compensation expense | $ | $ 181,000 | $ 119,000 | $ 595,000 | $ 179,000 |
COMMITMENTS AND CONTINGENCIES_4
COMMITMENTS AND CONTINGENCIES (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
General and Administrative Expense [Member] | ||||
Lease, Cost [Abstract] | ||||
Rent expense | $ 188,000 | $ 145,000 | $ 629,000 | $ 389,000 |
Maximum [Member] | ||||
Lease, Cost [Abstract] | ||||
Operating lease payments on monthly basis | 2,900 | 11,000 | ||
Minimum [Member] | ||||
Lease, Cost [Abstract] | ||||
Operating lease payments on monthly basis | $ 11,000 | $ 2,900 |
STOCKHOLDERS' EQUITY, Preferred
STOCKHOLDERS' EQUITY, Preferred Stock (Q1) (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) | Jun. 14, 2022 USD ($) shares | Jun. 09, 2022 shares | Feb. 28, 2022 USD ($) $ / shares | |
Preferred Stock [Abstract] | |||||
Value of preferred stock converted to common stock at the earlier IPO | $ 50,000,000 | $ 50,000,000 | |||
Percentage of vote of outstanding preferred stock | 63% | 63% | |||
Conversion ratio of preferred stock to common stock | 1 | 1 | |||
Preferred stock, dividend declared | $ 0 | $ 0 | |||
Subsequent Event [Member] | |||||
Preferred Stock [Abstract] | |||||
Conversion ratio of preferred stock to common stock | 1 | ||||
Series A Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, liquidation preference | 11,500,000 | 11,500,000 | |||
Series A Preferred Stock [Member] | Subsequent Event [Member] | |||||
Preferred Stock [Abstract] | |||||
Shares issued upon conversion (in shares) | shares | 5,088,944 | ||||
Series B Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, liquidation preference | 5,000,000 | 5,000,000 | |||
Series B Preferred Stock [Member] | Subsequent Event [Member] | |||||
Preferred Stock [Abstract] | |||||
Shares issued upon conversion (in shares) | shares | 4,584,202 | ||||
Series Seed Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Preferred stock, liquidation preference | 2,400,000 | $ 2,400,000 | |||
Series Seed Preferred Stock [Member] | Subsequent Event [Member] | |||||
Preferred Stock [Abstract] | |||||
Shares issued upon conversion (in shares) | shares | 6,911,715 | ||||
15% Convertible Promissory Notes [Member] | |||||
Preferred Stock [Abstract] | |||||
Debt instrument, face amount | $ 7,000,000 | $ 7,000,000 | |||
15% Convertible Promissory Notes [Member] | Subsequent Event [Member] | |||||
Preferred Stock [Abstract] | |||||
Conversion ratio of preferred stock to common stock | 1 | ||||
Debt instrument, face amount | $ 11,000,000 | ||||
Shares issued upon conversion (in shares) | shares | 730,493 | ||||
15% Convertible Promissory Notes [Member] | Series B Preferred Stock [Member] | |||||
Preferred Stock [Abstract] | |||||
Conversion price (in dollars per share) | $ / shares | $ 2.508067 | $ 2.508067 |
STOCKHOLDERS' EQUITY, Common St
STOCKHOLDERS' EQUITY, Common Stock (Q1) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 09, 2021 USD ($) | Jan. 31, 2021 Seller $ / shares shares | Mar. 31, 2022 USD ($) Seller $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Common Stock [Abstract] | ||||
Value of common stock issued | $ 245,000,000 | |||
Unamortized compensation expense | $ 17,800 | $ 21,000 | ||
Beaches Development Group LTD [Member] | ||||
Common Stock [Abstract] | ||||
Common stock, shares issued (in shares) | shares | 180,972 | 180,972 | 180,972 | |
Share price (in dollar per share) | $ / shares | $ 0.75 | $ 0.75 | ||
Value of common stock issued | $ 136,000 | $ 136,000 | ||
Number of sellers | Seller | 2 | |||
Unamortized compensation expense | $ 17,800 | $ 21,000 | ||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | ||||
Common Stock [Abstract] | ||||
Number of sellers | Seller | 2 | 2 | ||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | ||||
Common Stock [Abstract] | ||||
Common stock, shares issued (in shares) | shares | 113,908 | 113,908 | ||
Share price (in dollar per share) | $ / shares | $ 0.75 | |||
Value of common stock issued | $ 85,000 | |||
Number of sellers | Seller | 2 | |||
Vesting period for shares | 2 years | 2 years | ||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | Vesting in Year 1 [Member] | ||||
Common Stock [Abstract] | ||||
Percent of shares that vest per year | 50% | 50% | ||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | Vesting in Year 2 [Member] | ||||
Common Stock [Abstract] | ||||
Percent of shares that vest per year | 50% | 50% |
STOCKHOLDERS' EQUITY, Shares of
STOCKHOLDERS' EQUITY, Shares of Common Stock under Equity Incentive Plan (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares of Common Stock under Equity Incentive Plan [Abstract] | ||||
Proceeds from stock options exercised | $ 6,000 | $ 0 | $ 38,000 | $ 12,000 |
Stock Options [Member] | ||||
Shares of Common Stock under Equity Incentive Plan [Abstract] | ||||
Number of stock option awards granted (in shares) | 0 | 1,173,500 | 1,575,000 | |
Exercise of stock options (in shares) | 34,791 | 159,477 | 33,436 | |
Equity Incentive Plan [Member] | Stock Options [Member] | ||||
Shares of Common Stock under Equity Incentive Plan [Abstract] | ||||
Common stock reserved for issuance (in shares) | 7,195,584 | 7,195,584 | ||
Number of stock option awards granted (in shares) | 7,047,016 | 7,065,350 | ||
Stock options outstanding and expected to vest, number of shares (in shares) | 4,814,604 | 4,628,311 | ||
Stock options exercised to date (in shares) | 227,704 | 192,913 | ||
Stock options subject to vesting (in shares) | 1,934,708 | 2,174,126 | ||
Remaining common stock reserved for future issuance (in shares) | 148,568 | 130,234 | ||
Exercise of stock options (in shares) | 34,791 | 159,477 | 159,477 | 33,436 |
Proceeds from stock options exercised | $ 6,000 | $ 38,000 | $ 38,000 | $ 12,000 |
NET LOSS PER SHARE (Q1) (Detail
NET LOSS PER SHARE (Q1) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Feb. 28, 2022 | |
Common Stock Number of Shares Issued and Outstanding [Abstract] | |||||
Common stock, shares issued (in shares) | 13,576,115 | 13,381,347 | 13,541,324 | 13,200,875 | |
Common stock, shares outstanding (in shares) | 13,576,115 | 13,381,347 | 13,541,324 | 13,200,875 | |
Numerator [Abstract] | |||||
Net loss | $ (2,866) | $ (1,118) | $ (5,750) | $ (1,598) | |
Denominator [Abstract] | |||||
Weighted-average common shares outstanding - basic (in shares) | 13,571,872 | 13,319,512 | 13,385,267 | 14,047,342 | |
Weighted-average common shares outstanding - diluted (in shares) | 13,571,872 | 13,319,512 | 13,385,267 | 14,047,342 | |
Loss per share: [Abstract] | |||||
Basic loss per common share (in dollars per share) | $ (0.21) | $ (0.08) | $ (0.43) | $ (0.11) | |
Diluted loss per common share (in dollars per share) | $ (0.21) | $ (0.08) | $ (0.43) | $ (0.11) | |
Shares Vested [Member] | |||||
Anti-Dilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 4,814,604 | 4,020,032 | 4,628,311 | 3,838,429 | |
Shares Unvested [Member] | |||||
Anti-Dilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 1,934,708 | 2,099,238 | 2,174,126 | 2,202,614 | |
Convertible Notes [Member] | |||||
Anti-Dilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 708,918 | 0 | |||
Interest rate on convertible notes | 15% | 15% | |||
Series A Preferred Stock [Member] | |||||
Anti-Dilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 5,088,944 | 5,088,944 | 5,088,944 | 5,088,944 | |
Series B Preferred Stock [Member] | |||||
Anti-Dilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 4,584,202 | 4,584,202 | 4,584,202 | 4,584,202 | |
Series Seed Preferred Stock [Member] | |||||
Anti-Dilutive Securities [Abstract] | |||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 6,911,715 | 6,911,715 | 6,911,715 | 6,911,715 |
BENEFIT PLAN (Q1) (Details)
BENEFIT PLAN (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
BENEFIT PLAN [Abstract] | ||||
Contribution to benefit plan | $ 68,400 | $ 52,300 | $ 239,000 | $ 154,000 |
INCOME TAXES (Q1) (Details)
INCOME TAXES (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Mar. 31, 2021 | |
INCOME TAXES [Abstract] | ||||
Statutory federal rate | 21% | 21% | 21% | |
Deferred tax assets: [Abstract] | ||||
Accrued expenses and other liabilities | $ 76,000 | $ 76,000 | $ 42,000 | |
Property and equipment, net | 0 | 0 | 112,000 | |
Net operating loss | 4,115,000 | 3,402,000 | 1,464,000 | |
Stock-based compensation | 147,000 | 132,000 | 147,000 | |
Total gross deferred tax assets | 4,338,000 | 3,610,000 | 1,765,000 | |
Less: valuation allowance | (4,050,000) | (3,385,000) | (1,765,000) | |
Total deferred tax assets | 288,000 | 225,000 | 0 | |
Deferred tax liabilities: [Abstract] | ||||
Prepaid expenses and other assets | (214,000) | (191,000) | 0 | |
Property and equipment, net | (74,000) | (34,000) | 0 | |
Total deferred tax liabilities | (288,000) | (225,000) | 0 | |
Net deferred income tax asset (liability) | 0 | 0 | 0 | |
Operating Loss Carryforward [Abstract] | ||||
Penalties and interest incurred | 0 | 0 | 0 | $ 0 |
Unrecognized taxes | 0 | $ 0 | $ 0 | |
Open tax year | 2018 2019 2020 | 2018 2019 2020 | ||
Federal [Member] | ||||
Operating Loss Carryforward [Abstract] | ||||
Operating loss carryforwards | $ 14,500,000 | $ 12,100,000 | ||
Open tax year | 2018 2019 2020 2021 | |||
State [Member] | ||||
Operating Loss Carryforward [Abstract] | ||||
Operating loss carryforwards | $ 15,900,000 | $ 13,500,000 | ||
Tax credit carry-forwards, expiration date | Dec. 31, 2030 | Dec. 31, 2030 | ||
Open tax year | 2018 2019 2020 2021 | |||
Foreign [Member] | ||||
Operating Loss Carryforward [Abstract] | ||||
Operating loss carryforwards | $ 1,200,000 | $ 930,000 | ||
Tax credit carry-forwards, expiration date | Dec. 31, 2037 | Dec. 31, 2037 |
RELATED PARTY TRANSACTIONS (Q_2
RELATED PARTY TRANSACTIONS (Q1) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | ||||
Software development and information technology costs | $ 58,000 | $ 100,000 | $ 408,000 | $ 512,000 |
Amount due to related party | $ 33,000 | $ 5,000 | $ 5,000 | $ 56,000 |
SUBSEQUENT EVENTS (Q1) (Details
SUBSEQUENT EVENTS (Q1) (Details) | 3 Months Ended | |||||||||
Jun. 14, 2022 USD ($) $ / shares shares | Jun. 09, 2022 USD ($) $ / shares shares | Apr. 15, 2022 USD ($) shares | Nov. 09, 2021 USD ($) | Mar. 31, 2022 USD ($) $ / shares | Mar. 31, 2021 USD ($) | Feb. 28, 2022 USD ($) | Feb. 25, 2022 USD ($) | Dec. 31, 2021 $ / shares | Dec. 31, 2020 $ / shares | |
Amended and Restated Merger Agreement [Abstract] | ||||||||||
Enterprise value of business combination | $ 300,000,000 | |||||||||
Equity value of business combination | $ 245,000,000 | |||||||||
Approval of Business Combination [Abstract] | ||||||||||
Share price (in dollars per share) | $ / shares | $ 2.59 | |||||||||
Completion of Business Combination [Abstract] | ||||||||||
Net proceeds | $ 7,000,000 | $ 0 | ||||||||
Common Stock Purchase Agreement [Abstract] | ||||||||||
Par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Preferred Stock [Abstract] | ||||||||||
Conversion rate | 1 | 1 | ||||||||
Convertible Notes [Member] | ||||||||||
Convertible Notes [Abstract] | ||||||||||
Aggregate principal | $ 7,000,000 | $ 7,000,000 | ||||||||
Maturity date of convertible notes | Sep. 30, 2022 | |||||||||
Interest rate on convertible notes | 15% | 15% | ||||||||
Subsequent Event [Member] | ||||||||||
Amended and Restated Merger Agreement [Abstract] | ||||||||||
Enterprise value of business combination | $ 275,000,000 | |||||||||
Equity value of business combination | $ 215,000,000 | |||||||||
Percentage of reduction in valuation | 8% | |||||||||
Completion of Business Combination [Abstract] | ||||||||||
Convertible notes | $ 7,000,000 | |||||||||
Preferred Stock [Abstract] | ||||||||||
Conversion rate | 1 | |||||||||
Subsequent Event [Member] | Maximum [Member] | ||||||||||
Amended and Restated Merger Agreement [Abstract] | ||||||||||
Common stock allocated as bonus (in shares) | shares | 1,000,000 | |||||||||
Bonus common stock allocated for each share held (in shares) | shares | 1 | |||||||||
Subsequent Event [Member] | Series A Preferred [Member] | ||||||||||
Approval of Business Combination [Abstract] | ||||||||||
Convertible notes conversion of common stock (in shares) | shares | 5,088,944 | |||||||||
Subsequent Event [Member] | Series B Preferred [Member] | ||||||||||
Approval of Business Combination [Abstract] | ||||||||||
Convertible notes conversion of common stock (in shares) | shares | 4,584,202 | |||||||||
Subsequent Event [Member] | Series Seed Preferred [Member] | ||||||||||
Approval of Business Combination [Abstract] | ||||||||||
Convertible notes conversion of common stock (in shares) | shares | 6,911,715 | |||||||||
Subsequent Event [Member] | Equity Financing Facility [Member] | Maximum [Member] | ||||||||||
Equity Financing Facility [Abstract] | ||||||||||
Aggregate principal amount of common shares | $ 50,000,000 | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | ||||||||||
Convertible Notes [Abstract] | ||||||||||
Maturity period of convertible notes | 24 months | |||||||||
Aggregate principal | $ 11,000,000 | |||||||||
Maturity date of convertible notes | Jun. 14, 2024 | |||||||||
Discount issued on convertible notes | $ 1,000,000 | |||||||||
Interest rate on convertible notes | 6% | |||||||||
Approval of Business Combination [Abstract] | ||||||||||
Convertible notes conversion of common stock (in shares) | shares | 730,493 | |||||||||
Share price (in dollars per share) | $ / shares | $ 10 | |||||||||
Repayment of principal | $ 7,000,000 | |||||||||
Outstanding interest | $ 304,900 | |||||||||
Completion of Business Combination [Abstract] | ||||||||||
Net proceeds | $ 12,000,000 | |||||||||
Gross proceeds | 24,900,000 | |||||||||
Convertible notes | 7,000,000 | |||||||||
Amount of unredeemed shares from TCAC trust | 8,800,000 | |||||||||
PIPE proceeds | 6,100,000 | |||||||||
Amount from senior secured original issue discount convertible promissory note | 10,000,000 | |||||||||
Common Stock Purchase Agreement [Abstract] | ||||||||||
Amount of purchase agreement of common shares | $ 50,000,000 | |||||||||
Par value (in dollars per share) | $ / shares | $ 0.0001 | |||||||||
Preferred Stock [Abstract] | ||||||||||
Conversion rate | 1 | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Global Institutional Investor [Member] | ||||||||||
Convertible Notes [Abstract] | ||||||||||
Maturity period of convertible notes | 24 months | |||||||||
Initial tranche closure | $ 11,000,000 | |||||||||
Second tranche closure | $ 5,000,000 | |||||||||
Term of closure of agreement | 60 days | |||||||||
Subsequent Event [Member] | Convertible Notes [Member] | Global Institutional Investor [Member] | Maximum [Member] | ||||||||||
Convertible Notes [Abstract] | ||||||||||
Aggregate principal | $ 16,000,000 |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (FY) (Details) | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) Bank Contract Customer Segment | Mar. 31, 2021 USD ($) Customer | Dec. 31, 2021 USD ($) Segment PerformanceObligation Bank Subsequent Customer | Dec. 31, 2020 USD ($) Customer | Feb. 25, 2022 USD ($) Shareholder | |
Going Concern and Liquidity [Abstract] | |||||
Accumulated deficit | $ (16,091,000) | $ (13,225,000) | $ (7,475,000) | ||
Cash flows used in operating activities | (2,399,000) | $ (1,151,000) | (7,884,000) | (1,006,000) | |
Working capital | 8,300,000 | 3,900,000 | |||
Cash and cash equivalents | $ 6,761,000 | $ 2,227,000 | $ 10,447,000 | ||
Number of shareholders | Shareholder | 2 | ||||
Convertible notes, aggregate principal | $ 7,000,000 | ||||
Segments [Abstract] | |||||
Number of operating segments | Segment | 1 | 1 | |||
Number of reportable segments | Segment | 1 | 1 | |||
Concentrations of Credit Risk [Abstract] | |||||
Number of customers | Customer | 1 | 1 | 1 | 0 | |
Cash and Cash Equivalents [Abstract] | |||||
Number of commercial banks | Bank | 1 | 1 | |||
Federally insured limits | $ 250,000 | $ 250,000 | |||
Cash balances in excess of FDIC insured limits | $ 6,400,000 | $ 1,900,000 | $ 10,000,000 | ||
Contract Assets (Deferred Commission) [Abstract] | |||||
Useful life of contract assets | 3 years | 3 years | |||
Term of contract | 1 year | 1 year | |||
Number of contract renewals | 2 | 2 | |||
Capitalized Software Development Costs [Abstract] | |||||
Useful life | 3 years | ||||
Impairment of Long-Lived Assets [Abstract] | |||||
Impairment loss | $ 0 | $ 0 | $ 0 | 0 | |
Intangible Assets [Abstract] | |||||
Intangible assets, useful life | 3 years | 3 years | |||
Revenue Recognition [Abstract] | |||||
Term of contract | 1 year | 1 year | |||
Number of performance obligations | PerformanceObligation | 1 | ||||
Selling, Servicing and Marketing Expenses [Abstract] | |||||
Advertising expense | $ 40,800 | $ 10,000 | $ 96,000 | 22,000 | |
Income Taxes [Abstract] | |||||
Uncertain tax positions | $ 0 | $ 0 | $ 0 | ||
Retail Customers [Member] | |||||
Contract Assets (Deferred Commission) [Abstract] | |||||
Term of contract | 1 year | 1 year | |||
Revenue Recognition [Abstract] | |||||
Term of contract | 1 year | 1 year | |||
Percentage of initial start-up fees | 8.33% | 8.30% | |||
Number of performance obligations | Contract | 1 | ||||
Brand Customers [Member] | |||||
Revenue Recognition [Abstract] | |||||
Number of performance obligations | Contract | 1 | ||||
Minimum [Member] | Retail Customers [Member] | |||||
Revenue Recognition [Abstract] | |||||
Credit utilization period | 6 months | ||||
Minimum [Member] | Brand Customers [Member] | |||||
Revenue Recognition [Abstract] | |||||
Credit utilization period | 6 months | ||||
Prepaid contract term | 6 months | 6 months | |||
Maximum [Member] | Retail Customers [Member] | |||||
Revenue Recognition [Abstract] | |||||
Credit utilization period | 12 months | ||||
Maximum [Member] | Brand Customers [Member] | |||||
Revenue Recognition [Abstract] | |||||
Credit utilization period | 12 months | ||||
Prepaid contract term | 12 months | 12 months | |||
Software [Member] | |||||
Capitalized Software Development Costs [Abstract] | |||||
Useful life | 3 years | 3 years | |||
Customer [Member] | Revenue [Member] | Customer [Member] | |||||
Concentrations of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 10% | 0% | 11% | ||
Customer [Member] | Accounts Receivable [Member] | Customer [Member] | |||||
Concentrations of Credit Risk [Abstract] | |||||
Concentration risk, percentage | 9% | 28% |
ACCOUNTS RECEIVABLE (FY) (Detai
ACCOUNTS RECEIVABLE (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
ACCOUNTS RECEIVABLE [Abstract] | ||||
Accounts receivable | $ 2,093,000 | $ 2,533,000 | $ 1,027,000 | |
Unbilled receivables | 849,000 | 809,000 | 264,000 | |
Accounts receivable, gross | 2,942,000 | 3,342,000 | 1,291,000 | |
Less allowance for doubtful accounts | (297,000) | (297,000) | (150,000) | |
Accounts receivable, net | 2,645,000 | 3,045,000 | 1,141,000 | |
Bad debt expense | $ 33,000 | $ 30,000 | $ 216,000 | $ 297,000 |
PROPERTY AND EQUIPMENT (FY) (De
PROPERTY AND EQUIPMENT (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Property, and Equipment [Abstract] | ||||
Property and equipment gross | $ 750,000 | $ 677,000 | $ 228,000 | |
Less accumulated depreciation and amortization | (255,000) | (197,000) | (23,000) | |
Property and Equipment | $ 495,000 | 480,000 | 205,000 | |
Useful life | 3 years | |||
General and Administrative Expense [Member] | ||||
Property, and Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 59,000 | $ 6,000 | 173,000 | 19,000 |
Computer Equipment [Member} | ||||
Property, and Equipment [Abstract] | ||||
Property and equipment gross | 268,000 | $ 225,000 | 83,000 | |
Useful life | 3 years | |||
Data Warehouse [Member] | ||||
Property, and Equipment [Abstract] | ||||
Property and equipment gross | 286,000 | $ 256,000 | 145,000 | |
Useful life | 3 years | |||
Software [Member] | ||||
Property, and Equipment [Abstract] | ||||
Property and equipment gross | $ 196,000 | $ 196,000 | $ 0 | |
Useful life | 3 years | 3 years |
REVENUE RECOGNITION, Disaggre_2
REVENUE RECOGNITION, Disaggregation of Revenue (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 6,364 | $ 5,209 | $ 24,024 | $ 15,183 |
United States [Member] | Revenue [Member] | Geographic Concentration Risk [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Concentration risk, percentage | 100% | 100% | ||
United States [Member] | Revenue [Member] | Geographic Concentration Risk [Member] | Customer [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Concentration risk, percentage | 97% | 99% | ||
United States [Member] | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Concentration risk, percentage | 100% | |||
United States [Member] | Long-Lived Assets [Member] | Geographic Concentration Risk [Member] | Customer [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Concentration risk, percentage | 73% | 99% | ||
Brand Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 189 | $ 132 | $ 654 | $ 241 |
Brand Revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 189 | 132 | 654 | 241 |
Retail Revenue [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 6,175 | 5,077 | 23,370 | 14,942 |
Retail Revenue [Member] | United States [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | 5,956 | 5,077 | 23,180 | 14,942 |
Retail Revenue [Member] | Canada [Member] | ||||
Disaggregation of Revenue [Abstract] | ||||
Revenue | $ 219 | $ 0 | $ 190 | $ 0 |
REVENUE RECOGNITION, Contract_2
REVENUE RECOGNITION, Contract Asset and Contract Liability (FY) (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Contract Assets [Abstract] | ||||
Deferred sales commissions | $ 303 | $ 364 | $ 266 | |
Contract Liabilities [Abstract] | ||||
Deferred revenue retail | 231 | 231 | 468 | |
Deferred set-up revenues | 110 | 101 | 92 | |
Deferred brands | 144 | 118 | 0 | |
Contract liabilities | $ 485 | $ 450 | $ 560 | $ 323 |
REVENUE RECOGNITION, Movement_2
REVENUE RECOGNITION, Movement in the Contract Liabilities (FY) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Movement in Contract Liabilities [Roll Forward] | |||
Contract liabilities, beginning balance | $ 450 | $ 560 | $ 323 |
Amounts invoiced during the year | 6,115 | 13,512 | 8,970 |
Less revenue recognized during the year | (6,080) | (13,622) | (8,733) |
Contract liabilities, beginning balance | $ 485 | $ 450 | $ 560 |
BUSINESS COMBINATION, Summary_2
BUSINESS COMBINATION, Summary (FY) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Jan. 31, 2021 USD ($) Seller $ / shares shares | Mar. 31, 2022 USD ($) Seller $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 $ / shares | |
Business Combination [Abstract] | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||
Amortization period of software intangible assets | 3 years | 3 years | |||
Beaches Development Group LTD [Member] | |||||
Business Combination [Abstract] | |||||
Common stock, issued (in shares) | shares | 180,972 | 180,972 | 180,972 | ||
Common stock, par value (in dollars per share) | $ / shares | $ 0.001 | ||||
Number of sellers | Seller | 2 | ||||
Fair value of shares | $ 135,000 | $ 135,000 | $ 135,000 | ||
Cash paid in business combination | 155,000 | 132,000 | 132,000 | ||
Restricted stock expense | 85,000 | 85,000 | |||
Cash price withheld as an indemnity holdback | 23,000 | 23,000 | $ 23,000 | ||
Offset period | 12 months | ||||
Cash acquired | 9,000 | 9,000 | $ 9,000 | ||
Liabilities assumed | 0 | ||||
Excess from purchase price allocated to software intangible assets | 196,000 | 196,000 | $ 196,000 | ||
Amortization period of software intangible assets | 3 years | ||||
Amortization expense for next two years | $ 136,000 | $ 120,000 | |||
Beaches Development Group LTD [Member] | Sellers [Member] | |||||
Business Combination [Abstract] | |||||
Common stock, issued (in shares) | shares | 67,064 | ||||
Fair value of shares | $ 50,000 | ||||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | |||||
Business Combination [Abstract] | |||||
Common stock, issued (in shares) | shares | 113,908 | 113,908 | |||
Number of sellers | Seller | 2 | ||||
Fair value of shares | $ 85,000 | ||||
Vesting period for shares | 2 years | 2 years | |||
Beaches Development Group LTD [Member] | General and Administrative Expense [Member] | |||||
Business Combination [Abstract] | |||||
Restricted stock expense | $ 8,900 | 10,700 | $ 67,000 | ||
Offset period | 12 months | ||||
Amortization period of software intangible assets | 3 years | ||||
Amortization expense | $ 16,000 | 60,000 | |||
Acquisition related costs | $ 11,000 | $ 11,000 | |||
Beaches Development Group LTD [Member] | Vesting in Year 1 [Member] | Sellers Who Signed Employment Contracts [Member] | |||||
Business Combination [Abstract] | |||||
Percent of shares that vest per year | 50% | 50% | |||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | |||||
Business Combination [Abstract] | |||||
Number of sellers | Seller | 2 | 2 | |||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | Sellers Who Signed Employment Contracts [Member] | |||||
Business Combination [Abstract] | |||||
Percent of shares that vest per year | 50% | 50% |
BUSINESS COMBINATION, Purchas_2
BUSINESS COMBINATION, Purchase Price Allocation (FY) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Nov. 09, 2021 | Jan. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2021 | |
Fair Value of Purchase Consideration [Abstract] | ||||
Fair value of purchase consideration | $ 300,000,000 | |||
Beaches Development Group LTD [Member] | ||||
Fair Value of Purchase Consideration [Abstract] | ||||
Fair value of shares | $ 135,000 | $ 135,000 | $ 135,000 | |
Less: Post combination cost - restricted stocks | (85,000) | (85,000) | ||
Fair value of net shares | 50,000 | 50,000 | ||
Cash consideration | 155,000 | 132,000 | 132,000 | |
Indemnity holdback | 23,000 | 23,000 | 23,000 | |
Fair value of purchase consideration | 205,000 | 205,000 | ||
Fair Value of Assets [Abstract] | ||||
Cash | 9,000 | 9,000 | 9,000 | |
Goodwill | 0 | 0 | ||
Intangibles (Software) | $ 196,000 | 196,000 | 196,000 | |
Fair value of assets | $ 205,000 | $ 205,000 |
PAYCHECK PROTECTION PROGRAM L_4
PAYCHECK PROTECTION PROGRAM LOAN (FY) (Details) | May 01, 2020 USD ($) |
COVID-19 [Member] | Paycheck Protection Program [Member] | |
PPP Loan [Abstract] | |
Loan amount | $ 781,000 |
STOCK BASED COMPENSATION (FY)_2
STOCK BASED COMPENSATION (FY) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2021 USD ($) Seller $ / shares shares | Mar. 31, 2022 USD ($) Seller $ / shares shares | Mar. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | Dec. 31, 2019 USD ($) $ / shares shares | |
Stock Option [Abstract] | ||||||
Compensation expense | $ | $ 181,000 | $ 119,000 | $ 595,000 | $ 179,000 | ||
Weighted-Average Remaining Contractual Life [Abstract] | ||||||
Intrinsic value of options exercised | $ | 20,000 | 0 | 81,000 | 13,000 | ||
Aggregate Intrinsic Value [Abstract] | ||||||
Unrecognized compensation expense | $ | 295,000 | 394,000 | $ 394,000 | $ 462,000 | ||
Weighted Average Assumptions [Abstract] | ||||||
Risk-free interest rate | 1.07% | 0.79% | ||||
Expected term (in years) | 6 years 21 days | 5 years 9 months 3 days | ||||
Expected volatility | 52.72% | 52.53% | ||||
Expected dividend yield | 0% | 0% | ||||
Unamortized compensation expense | $ | 17,800 | $ 21,000 | ||||
Beaches Development Group LTD [Member] | ||||||
Stock Option [Abstract] | ||||||
Compensation expense | $ | $ 8,900 | 10,700 | $ 64,000 | |||
Weighted Average Assumptions [Abstract] | ||||||
Number of sellers | Seller | 2 | |||||
Shares allocated as purchase consideration (in shares) | shares | 180,972 | 180,972 | 180,972 | |||
Fair value of shares | $ | $ 135,000 | 135,000 | $ 135,000 | |||
Share price (in dollar per share) | $ / shares | $ 0.75 | $ 0.75 | ||||
Unamortized compensation expense | $ | $ 17,800 | $ 21,000 | ||||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | ||||||
Stock Option [Abstract] | ||||||
Vesting period for shares | 2 years | 2 years | ||||
Weighted Average Assumptions [Abstract] | ||||||
Number of sellers | Seller | 2 | |||||
Shares allocated as purchase consideration (in shares) | shares | 113,908 | 113,908 | ||||
Fair value of shares | $ | $ 85,000 | |||||
Share price (in dollar per share) | $ / shares | $ 0.75 | |||||
Beaches Development Group LTD [Member] | Vesting in Year 1 [Member] | Sellers Who Signed Employment Contracts [Member] | ||||||
Weighted Average Assumptions [Abstract] | ||||||
Percent of shares that vest per year | 50% | 50% | ||||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | ||||||
Weighted Average Assumptions [Abstract] | ||||||
Number of sellers | Seller | 2 | 2 | ||||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | Sellers Who Signed Employment Contracts [Member] | ||||||
Weighted Average Assumptions [Abstract] | ||||||
Percent of shares that vest per year | 50% | 50% | ||||
2017 Equity Compensation Plan [Member] | ||||||
Stock Option [Abstract] | ||||||
Option maximum term | 10 years | 10 years | ||||
Vesting period for shares | 4 years | 4 years | ||||
Aggregate number of common shares authorized for issuance (in shares) | shares | 7,195,584 | 7,195,584 | ||||
Compensation expense | $ | $ 181,000 | $ 119,000 | $ 595,000 | $ 179,000 | ||
Stock Options [Member] | ||||||
Stock Option Activity [Roll Forward] | ||||||
Outstanding at beginning of period (in shares) | shares | 6,041,043 | 6,802,437 | 6,041,043 | 6,041,043 | 4,597,500 | |
Options granted (in shares) | shares | 0 | 1,173,500 | 1,575,000 | |||
Options exercised (in shares) | shares | (34,791) | (159,477) | (33,436) | |||
Options forfeited (in shares) | shares | (18,334) | (237,528) | (56,668) | |||
Options cancelled (in shares) | shares | 0 | (15,101) | (41,353) | |||
Outstanding at end of period (in shares) | shares | 6,749,312 | 6,802,437 | 6,041,043 | 4,597,500 | ||
Options vested and exercisable at beginning of period (in shares) | shares | 3,838,429 | 4,628,311 | 3,838,429 | 3,838,429 | 2,970,724 | |
Options vested and exercisable at end of period (in shares) | shares | 4,814,604 | 4,628,311 | 3,838,429 | 2,970,724 | ||
Weighted Average Exercise Price [Abstract] | ||||||
Outstanding at beginning of period (in dollars per share) | $ / shares | $ 0.31 | $ 0.38 | $ 0.31 | $ 0.31 | $ 0.19 | |
Options granted (in dollars per share) | $ / shares | 0 | 0.75 | 0.68 | |||
Options exercised (in dollars per share) | $ / shares | 0.19 | 0.24 | 0.37 | |||
Options forfeited (in dollars per share) | $ / shares | 0.75 | 0.66 | 0.33 | |||
Options cancelled (in dollars per share) | $ / shares | 0 | 0.54 | 0.39 | |||
Outstanding at end of period (in dollars per share) | $ / shares | 0.38 | 0.38 | 0.31 | $ 0.19 | ||
Options vested and exercisable at beginning of period (in dollars per share) | $ / shares | $ 0.19 | 0.24 | $ 0.19 | 0.19 | 0.17 | |
Options vested and exercisable at end of period (in dollars per share) | $ / shares | $ 0.25 | $ 0.24 | $ 0.19 | $ 0.17 | ||
Weighted-Average Remaining Contractual Life [Abstract] | ||||||
Options vested and exercisable | 6 years 7 months 20 days | 6 years 9 months 14 days | 7 years 7 months 13 days | 8 years 5 months 23 days | ||
Aggregate Intrinsic Value [Abstract] | ||||||
Options outstanding | $ | $ 24,761 | $ 2,649 | $ 1,162 | |||
Options vested and exercisable | $ | $ 18,652 | $ 2,146 | $ 812 |
COMMITMENTS AND CONTINGENCIES_5
COMMITMENTS AND CONTINGENCIES (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Future Minimum Payments Under Operating Leases [Abstract] | ||||
2022 | $ 471,000 | |||
2023 | 363,000 | |||
2024 | 264,000 | |||
Total | 1,098,000 | |||
General and Administrative Expense [Member] | ||||
Lease Agreements [Abstract] | ||||
Rent expense | $ 188,000 | $ 145,000 | 629,000 | $ 389,000 |
Maximum [Member] | ||||
Lease Agreements [Abstract] | ||||
Monthly operating lease payments | 2,900 | 11,000 | ||
Minimum [Member] | ||||
Lease Agreements [Abstract] | ||||
Monthly operating lease payments | $ 11,000 | $ 2,900 |
STOCKHOLDERS' EQUITY, Preferr_2
STOCKHOLDERS' EQUITY, Preferred Stock (FY) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |
Aug. 31, 2020 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Preferred Stock [Abstract] | ||||
Value of preferred stock converted to common stock at the earlier IPO | $ 50,000,000 | $ 50,000,000 | ||
Percentage of vote of outstanding preferred stock | 63% | 63% | ||
Preferred stock, conversion ratio | 1 | 1 | ||
Preferred stock, dividend declared | $ 0 | $ 0 | ||
Series A Preferred Stock [Member] | ||||
Preferred Stock [Abstract] | ||||
Preferred stock, liquidation preference | $ 11,500,000 | $ 11,500,000 | ||
Number of preferred stock issued to various investors (in shares) | 5,088,944 | 5,088,944 | 5,088,944 | |
Series B Preferred Stock [Member] | ||||
Preferred Stock [Abstract] | ||||
Preferred stock, liquidation preference | $ 5,000,000 | $ 5,000,000 | ||
Number of preferred stock issued to various investors (in shares) | 4,584,202 | 4,584,202 | 4,584,202 | 4,584,202 |
Share price per shares (in dollars per share) | $ 2.51 | |||
Proceeds from sale of preferred stock | $ 11,500,000 | |||
Series Seed Preferred Stock [Member] | ||||
Preferred Stock [Abstract] | ||||
Preferred stock, liquidation preference | $ 2,400,000 | $ 2,400,000 | ||
Number of preferred stock issued to various investors (in shares) | 6,911,715 | 6,911,715 | 6,911,715 |
STOCKHOLDERS' EQUITY, Common _2
STOCKHOLDERS' EQUITY, Common Stock (FY) (Details) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Nov. 09, 2021 USD ($) | Jan. 31, 2021 USD ($) Seller $ / shares shares | Mar. 31, 2022 USD ($) Seller $ / shares shares | Mar. 31, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / shares shares | Dec. 31, 2020 USD ($) $ / shares shares | |
Common Stock [Abstract] | ||||||
Value of common stock issued | $ 245,000,000 | |||||
Unamortized compensation expense | $ 17,800 | $ 21,000 | ||||
Shares of common stock repurchased (in shares) | shares | 1,446,986 | |||||
Share price (in dollars per share) | $ / shares | $ 2.59 | |||||
Repurchase of common stock | $ 3,300,000 | |||||
Treasury shares (in shares) | shares | 0 | 0 | ||||
Beaches Development Group LTD [Member] | ||||||
Common Stock [Abstract] | ||||||
Common stock, shares issued (in shares) | shares | 180,972 | 180,972 | 180,972 | |||
Share price per shares (in dollars per share) | $ / shares | $ 0.75 | $ 0.75 | ||||
Value of common stock issued | $ 136,000 | $ 136,000 | ||||
Number of sellers | Seller | 2 | |||||
Purchase consideration | $ 135,000 | $ 135,000 | 135,000 | |||
Unamortized compensation expense | $ 17,800 | $ 21,000 | ||||
Beaches Development Group LTD [Member] | Vesting in Year 2 [Member] | ||||||
Common Stock [Abstract] | ||||||
Number of sellers | Seller | 2 | 2 | ||||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | ||||||
Common Stock [Abstract] | ||||||
Common stock, shares issued (in shares) | shares | 113,908 | 113,908 | ||||
Share price per shares (in dollars per share) | $ / shares | $ 0.75 | |||||
Value of common stock issued | $ 85,000 | |||||
Number of sellers | Seller | 2 | |||||
Purchase consideration | $ 85,000 | |||||
Vesting period for shares | 2 years | 2 years | ||||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | Vesting in Year 1 [Member] | ||||||
Common Stock [Abstract] | ||||||
Percent of shares that vest per year | 50% | 50% | ||||
Beaches Development Group LTD [Member] | Sellers Who Signed Employment Contracts [Member] | Vesting in Year 2 [Member] | ||||||
Common Stock [Abstract] | ||||||
Percent of shares that vest per year | 50% | 50% |
STOCKHOLDERS' EQUITY, Shares _2
STOCKHOLDERS' EQUITY, Shares of Common Stock under Equity Incentive Plan (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Shares of Common Stock under Equity Incentive Plan [Abstract] | ||||
Proceeds from stock options exercised | $ 6,000 | $ 0 | $ 38,000 | $ 12,000 |
Stock Options [Member] | ||||
Shares of Common Stock under Equity Incentive Plan [Abstract] | ||||
Number of stock option awards granted (in shares) | 0 | 1,173,500 | 1,575,000 | |
Exercise of stock options (in shares) | 34,791 | 159,477 | 33,436 | |
Equity Incentive Plan [Member] | Stock Options [Member] | ||||
Shares of Common Stock under Equity Incentive Plan [Abstract] | ||||
Common stock reserved for issuance (in shares) | 7,195,584 | 7,195,584 | ||
Number of stock option awards granted (in shares) | 7,047,016 | 7,065,350 | ||
Stock options outstanding and expected to vest, number of shares (in shares) | 4,814,604 | 4,628,311 | ||
Exercise of stock options (in shares) | 34,791 | 159,477 | 159,477 | 33,436 |
Stock options exercised to date (in shares) | 227,704 | 192,913 | ||
Stock options are subject to vesting (in shares) | 1,934,708 | 2,174,126 | ||
Remaining common stock reserved for future issuance (in shares) | 148,568 | 130,234 | ||
Proceeds from stock options exercised | $ 6,000 | $ 38,000 | $ 38,000 | $ 12,000 |
NET LOSS PER SHARE (FY) (Detail
NET LOSS PER SHARE (FY) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Common Stock Number of Shares Issued and Outstanding [Abstract] | ||||
Common stock, shares issued (in shares) | 13,576,115 | 13,381,347 | 13,541,324 | 13,200,875 |
Common stock, shares outstanding (in shares) | 13,576,115 | 13,381,347 | 13,541,324 | 13,200,875 |
Numerator [Abstract] | ||||
Net loss | $ (2,866) | $ (1,118) | $ (5,750) | $ (1,598) |
Denominator [Abstract] | ||||
Weighted-average common shares outstanding - basic (in shares) | 13,571,872 | 13,319,512 | 13,385,267 | 14,047,342 |
Weighted-average common shares outstanding - diluted (in shares) | 13,571,872 | 13,319,512 | 13,385,267 | 14,047,342 |
Loss per share: [Abstract] | ||||
Basic loss per common share (in dollars per share) | $ (0.21) | $ (0.08) | $ (0.43) | $ (0.11) |
Diluted loss per common share (in dollars per share) | $ (0.21) | $ (0.08) | $ (0.43) | $ (0.11) |
Shares Vested [Member] | ||||
Anti-Dilutive Securities [Abstract] | ||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 4,814,604 | 4,020,032 | 4,628,311 | 3,838,429 |
Shares Unvested [Member] | ||||
Anti-Dilutive Securities [Abstract] | ||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 1,934,708 | 2,099,238 | 2,174,126 | 2,202,614 |
Series A Preferred Stock [Member] | ||||
Anti-Dilutive Securities [Abstract] | ||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 5,088,944 | 5,088,944 | 5,088,944 | 5,088,944 |
Series B Preferred Stock [Member] | ||||
Anti-Dilutive Securities [Abstract] | ||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 4,584,202 | 4,584,202 | 4,584,202 | 4,584,202 |
Series Seed Preferred Stock [Member] | ||||
Anti-Dilutive Securities [Abstract] | ||||
Anti-dilutive securities excluded from the weighted-average shares used to calculate the diluted net loss per common share (in shares) | 6,911,715 | 6,911,715 | 6,911,715 | 6,911,715 |
BENEFIT PLAN (FY) (Details)
BENEFIT PLAN (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
BENEFIT PLAN [Abstract] | ||||
Contribution to benefit plan | $ 68,400 | $ 52,300 | $ 239,000 | $ 154,000 |
INCOME TAXES (FY) (Details)
INCOME TAXES (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Current [Abstract] | ||||
Federal | $ 0 | $ 0 | ||
State | 1,000 | 0 | ||
International | 1,000 | 0 | ||
Current income tax expense (benefit) | 2,000 | 0 | ||
Loss from operations [Abstract] | ||||
U.S. | (4,980,000) | (1,598,000) | ||
Foreign | (768,000) | 0 | ||
Loss before provision for income taxes | $ (2,866,000) | $ (1,118,000) | (5,748,000) | (1,598,000) |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | ||||
U.S. federal income tax provision (benefit) at statutory rate | (1,207,000) | (336,000) | ||
Increase (decrease) in taxes resulting from: [Abstract] | ||||
State income tax expense | 1,000 | 0 | ||
Foreign income and losses taxed at different rates | (51,000) | 0 | ||
Change in valuation allowance | 1,620,000 | 401,000 | ||
Paycheck protection program forgiveness | (165,000) | 0 | ||
Non-deductible or non-taxable items | (194,000) | (65,000) | ||
Effect of income tax rate changes on deferred items | (2,000) | 0 | ||
Provision (benefit) for income taxes | $ 0 | 0 | $ 2,000 | $ 0 |
Effective Income Tax Rate Reconciliation, Percent [Abstract] | ||||
U.S. federal income tax provision (benefit) at statutory rate | 21% | 21% | 21% | |
Increase (decrease) in taxes resulting from: [Abstract] | ||||
State income tax expense | 0% | 0% | ||
Foreign income and losses taxed at different rates | 1% | 0% | ||
Change in valuation allowance | (28.00%) | (25.00%) | ||
Paycheck protection program forgiveness | 3% | 0% | ||
Non-deductible or non-taxable items | 3% | 4% | ||
Effect of income tax rate changes on deferred items | 0% | 0% | ||
Provision (benefit) for income taxes | 0% | 0% | ||
Deferred tax assets: [Abstract] | ||||
Accrued expenses and other liabilities | $ 76,000 | $ 76,000 | $ 42,000 | |
Property and equipment, net | 0 | 0 | 112,000 | |
Net operating loss | 4,115,000 | 3,402,000 | 1,464,000 | |
Stock-based compensation | 147,000 | 132,000 | 147,000 | |
Total gross deferred tax assets | 4,338,000 | 3,610,000 | 1,765,000 | |
Less: valuation allowance | (4,050,000) | (3,385,000) | (1,765,000) | |
Total deferred tax assets | 288,000 | 225,000 | 0 | |
Deferred tax liabilities: [Abstract] | ||||
Prepaid expenses and other assets | (214,000) | (191,000) | 0 | |
Property and equipment, net | (74,000) | (34,000) | 0 | |
Total deferred tax liabilities | (288,000) | (225,000) | 0 | |
Net deferred income tax asset (liability) | 0 | 0 | 0 | |
Operating Loss Carryforward [Abstract] | ||||
Uncertain tax positions | 0 | 0 | ||
Penalties and interest incurred | 0 | $ 0 | 0 | 0 |
Unrecognized taxes | 0 | $ 0 | $ 0 | |
Open tax year | 2018 2019 2020 | 2018 2019 2020 | ||
Federal [Member] | ||||
Operating Loss Carryforward [Abstract] | ||||
Operating loss carryforwards | $ 14,500,000 | $ 12,100,000 | ||
Open tax year | 2018 2019 2020 2021 | |||
State [Member] | ||||
Operating Loss Carryforward [Abstract] | ||||
Operating loss carryforwards | $ 15,900,000 | $ 13,500,000 | ||
Tax credit carry-forwards, expiration date | Dec. 31, 2030 | Dec. 31, 2030 | ||
Open tax year | 2018 2019 2020 2021 | |||
Foreign [Member] | ||||
Operating Loss Carryforward [Abstract] | ||||
Operating loss carryforwards | $ 1,200,000 | $ 930,000 | ||
Tax credit carry-forwards, expiration date | Dec. 31, 2037 | Dec. 31, 2037 |
RELATED PARTY TRANSACTIONS (F_2
RELATED PARTY TRANSACTIONS (FY) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
RELATED PARTY TRANSACTIONS [Abstract] | ||||
Software development and information technology costs | $ 58,000 | $ 100,000 | $ 408,000 | $ 512,000 |
Amount due to related party | $ 33,000 | $ 5,000 | 5,000 | 56,000 |
Amount due from major stockholder | $ 0 | $ 77,000 |
SUBSEQUENT EVENTS (FY) (Details
SUBSEQUENT EVENTS (FY) (Details) - Subsequent Event [Member] $ in Millions | Feb. 25, 2022 USD ($) Shareholder |
Disclosure Text Block Supplement [Abstract] | |
Number of existing shareholders | Shareholder | 2 |
Amount of convertible notes payable | $ | $ 7 |